Condensed consolidating financial information (Notes) | 12 Months Ended |
Dec. 31, 2014 |
Condensed consolidating financial information | |
Condensed consolidating financial information | Condensed consolidating financial information |
|
Alexandria Real Estate Equities, Inc. (the “Issuer”) has sold certain debt securities registered under the Securities Act, as amended, that are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P. (the “LP”), an indirectly 100% owned subsidiary of the Issuer. The Company’s other subsidiaries, including, but not limited to, the subsidiaries that own substantially all of its real estate (collectively, the “Combined Non-Guarantor Subsidiaries”) will not provide a guarantee of such securities, including the subsidiaries that are partially or 100% owned by the LP. The following condensed consolidating financial information presents the condensed consolidating balance sheets as of December 31, 2014 and 2013, and the condensed consolidating statements of income, comprehensive income, and cash flows for the years ended December 31, 2014, 2013, and 2012, for the Issuer, the guarantor subsidiary (the LP), the Combined Non-Guarantor Subsidiaries, the eliminations necessary to arrive at the information for Alexandria Real Estate Equities, Inc. on a consolidated basis, and consolidated amounts. In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Issuer’s interests in the Guarantor Subsidiary and the Combined Non-Guarantor Subsidiaries, (ii) the Guarantor Subsidiary’s interests in the Combined Non-Guarantor Subsidiaries, and (iii) the Combined Non-Guarantor Subsidiaries’ interests in the Guarantor Subsidiary, where applicable, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Issuer, the Guarantor Subsidiary, and the Combined Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” All assets and liabilities have been allocated to the Issuer, the Guarantor Subsidiary, and the Combined Non-Guarantor Subsidiaries generally based on legal entity ownership. |
Condensed Consolidating Balance Sheet |
as of December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real Estate Equities, Inc. | | Alexandria | | Combined | | Eliminations | | Consolidated |
(Issuer) | Real Estate | Non- |
| Equities, L.P. | Guarantor |
| (Guarantor | Subsidiaries |
| Subsidiary) | |
Assets | | | | | | | | | |
Investments in real estate | $ | — | | | $ | — | | | $ | 7,226,016 | | | $ | — | | | $ | 7,226,016 | |
|
Cash and cash equivalents | 52,491 | | | 63 | | | 33,457 | | | — | | | 86,011 | |
|
Restricted cash | 67 | | | — | | | 26,817 | | | — | | | 26,884 | |
|
Tenant receivables | — | | | — | | | 10,548 | | | — | | | 10,548 | |
|
Deferred rent | — | | | — | | | 234,124 | | | — | | | 234,124 | |
|
Deferred leasing and financing costs | 35,462 | | | — | | | 166,336 | | | — | | | 201,798 | |
|
Investments | — | | | 5,235 | | | 231,154 | | | — | | | 236,389 | |
|
Investments in and advances to affiliates | 6,874,866 | | | 6,295,852 | | | 128,943 | | | (13,299,661 | ) | | — | |
|
Other assets | 19,461 | | | — | | | 94,805 | | | — | | | 114,266 | |
|
Total assets | $ | 6,982,347 | | | $ | 6,301,150 | | | $ | 8,152,200 | | | $ | (13,299,661 | ) | | $ | 8,136,036 | |
|
Liabilities, Noncontrolling Interests, and Equity | | | | | | | | | |
Secured notes payable | $ | — | | | $ | — | | | $ | 652,209 | | | $ | — | | | $ | 652,209 | |
|
Unsecured senior notes payable | 1,747,370 | | | — | | | — | | | — | | | 1,747,370 | |
|
Unsecured senior line of credit | 304,000 | | | — | | | — | | | — | | | 304,000 | |
|
Unsecured senior bank term loans | 975,000 | | | — | | | — | | | — | | | 975,000 | |
|
Accounts payable, accrued expenses, and tenant security deposits | 69,013 | | | — | | | 420,072 | | | — | | | 489,085 | |
|
Dividends payable | 58,525 | | | — | | | 289 | | | — | | | 58,814 | |
|
Total liabilities | 3,153,908 | | | — | | | 1,072,570 | | | — | | | 4,226,478 | |
|
Redeemable noncontrolling interests | — | | | — | | | 14,315 | | | — | | | 14,315 | |
|
Alexandria’s stockholders’ equity | 3,828,439 | | | 6,301,150 | | | 6,998,511 | | | (13,299,661 | ) | | 3,828,439 | |
|
Noncontrolling interests | — | | | — | | | 66,804 | | | — | | | 66,804 | |
|
Total equity | 3,828,439 | | | 6,301,150 | | | 7,065,315 | | | (13,299,661 | ) | | 3,895,243 | |
|
Total liabilities, noncontrolling interests, and equity | $ | 6,982,347 | | | $ | 6,301,150 | | | $ | 8,152,200 | | | $ | (13,299,661 | ) | | $ | 8,136,036 | |
|
|
Condensed Consolidating Balance Sheet |
as of December 31, 2013 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Assets | | | | | | | | | |
Investments in real estate | $ | — | | | $ | — | | | $ | 6,776,914 | | | $ | — | | | $ | 6,776,914 | |
|
Cash and cash equivalents | 14,790 | | | — | | | 42,906 | | | — | | | 57,696 | |
|
Restricted cash | 55 | | | — | | | 27,654 | | | — | | | 27,709 | |
|
Tenant receivables | — | | | — | | | 9,918 | | | — | | | 9,918 | |
|
Deferred rent | — | | | — | | | 190,425 | | | — | | | 190,425 | |
|
Deferred leasing and financing costs | 36,901 | | | — | | | 155,757 | | | — | | | 192,658 | |
|
Investments | — | | | 10,868 | | | 129,420 | | | — | | | 140,288 | |
|
Investments in and advances to affiliates | 6,299,551 | | | 5,823,058 | | | 119,421 | | | (12,242,030 | ) | | — | |
|
Other assets | 20,226 | | | — | | | 113,930 | | | — | | | 134,156 | |
|
Total assets | $ | 6,371,523 | | | $ | 5,833,926 | | | $ | 7,566,345 | | | $ | (12,242,030 | ) | | $ | 7,529,764 | |
|
Liabilities, Noncontrolling Interests, and Equity | | | | | | | | | |
Secured notes payable | $ | — | | | $ | — | | | $ | 708,831 | | | $ | — | | | $ | 708,831 | |
|
Unsecured senior notes payable | 1,048,230 | | | — | | | — | | | — | | | 1,048,230 | |
|
Unsecured senior line of credit | 204,000 | | | — | | | — | | | — | | | 204,000 | |
|
Unsecured senior bank term loans | 1,100,000 | | | — | | | — | | | — | | | 1,100,000 | |
|
Accounts payable, accrued expenses, and tenant security deposits | 48,373 | | | — | | | 386,969 | | | — | | | 435,342 | |
|
Dividends payable | 54,131 | | | — | | | 289 | | | — | | | 54,420 | |
|
Total liabilities | 2,454,734 | | | — | | | 1,096,089 | | | — | | | 3,550,823 | |
|
Redeemable noncontrolling interests | — | | | — | | | 14,444 | | | — | | | 14,444 | |
|
Alexandria’s stockholders’ equity | 3,916,789 | | | 5,833,926 | | | 6,408,104 | | | (12,242,030 | ) | | 3,916,789 | |
|
Noncontrolling interests | — | | | — | | | 47,708 | | | — | | | 47,708 | |
|
Total equity | 3,916,789 | | | 5,833,926 | | | 6,455,812 | | | (12,242,030 | ) | | 3,964,497 | |
|
Total liabilities, noncontrolling interests, and equity | $ | 6,371,523 | | | $ | 5,833,926 | | | $ | 7,566,345 | | | $ | (12,242,030 | ) | | $ | 7,529,764 | |
|
Condensed Consolidating Statement of Income |
for the Year Ended December 31, 2014 |
(In thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Revenues: | | | | | | | | | |
Rental | $ | — | | | $ | — | | | $ | 544,153 | | | $ | — | | | $ | 544,153 | |
|
Tenant recoveries | — | | | — | | | 173,480 | | | — | | | 173,480 | |
|
Other income (expense) | 12,006 | | | (3,277 | ) | | 14,845 | | | (14,330 | ) | | 9,244 | |
|
Total revenues | 12,006 | | | (3,277 | ) | | 732,478 | | | (14,330 | ) | | 726,877 | |
|
| | | | | | | | | |
Expenses: | | | | | | | | | |
Rental operations | — | | | — | | | 219,164 | | | — | | | 219,164 | |
|
General and administrative | 45,793 | | | — | | | 22,067 | | | (14,330 | ) | | 53,530 | |
|
Interest | 58,159 | | | — | | | 21,140 | | | — | | | 79,299 | |
|
Depreciation and amortization | 5,748 | | | — | | | 218,348 | | | — | | | 224,096 | |
|
Impairment of real estate | — | | | — | | | 51,675 | | | — | | | 51,675 | |
|
Loss on early extinguishment of debt | 525 | | | — | | | — | | | — | | | 525 | |
|
Total expenses | 110,225 | | | — | | | 532,394 | | | (14,330 | ) | | 628,289 | |
|
| | | | | | | | | | | | | | |
|
Equity in earnings of unconsolidated JVs | — | | | — | | | 554 | | | — | | | 554 | |
|
Equity in earnings of affiliates | 199,800 | | | 188,269 | | | 3,665 | | | (391,734 | ) | | — | |
|
Income from continuing operations | 101,581 | | | 184,992 | | | 204,303 | | | (391,734 | ) | | 99,142 | |
|
(Loss) income from discontinued operations | (7 | ) | | — | | | 1,240 | | | — | | | 1,233 | |
|
Gain on sales of real estate – land parcels | — | | | — | | | 6,403 | | | — | | | 6,403 | |
|
Net income | 101,574 | | | 184,992 | | | 211,946 | | | (391,734 | ) | | 106,778 | |
|
| | | | | | | | | |
Dividends on preferred stock | (25,698 | ) | | — | | | — | | | — | | | (25,698 | ) |
|
Preferred stock redemption charge | (1,989 | ) | | — | | | — | | | — | | | (1,989 | ) |
|
Net income attributable to noncontrolling interests | — | | | — | | | (5,204 | ) | | — | | | (5,204 | ) |
|
Net income attributable to unvested restricted stock awards | (1,774 | ) | | — | | | — | | | — | | | (1,774 | ) |
|
Net income attributable to Alexandria’s common stockholders | $ | 72,113 | | | $ | 184,992 | | | $ | 206,742 | | | $ | (391,734 | ) | | $ | 72,113 | |
|
|
|
Condensed Consolidating Statement of Income |
for the Year Ended December 31, 2013 |
(In thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Revenues: | | | | | | | | | |
Rental | $ | — | | | $ | — | | | $ | 467,764 | | | $ | — | | | $ | 467,764 | |
|
Tenant recoveries | — | | | — | | | 150,095 | | | — | | | 150,095 | |
|
Other income (expense) | 10,423 | | | (74 | ) | | 15,912 | | | (12,969 | ) | | 13,292 | |
|
Total revenues | 10,423 | | | (74 | ) | | 633,771 | | | (12,969 | ) | | 631,151 | |
|
| | | | | | | | | |
Expenses: | | | | | | | | | |
Rental operations | — | | | — | | | 189,039 | | | — | | | 189,039 | |
|
General and administrative | 43,528 | | | — | | | 17,961 | | | (12,969 | ) | | 48,520 | |
|
Interest | 43,284 | | | — | | | 24,668 | | | — | | | 67,952 | |
|
Depreciation and amortization | 5,907 | | | — | | | 183,216 | | | — | | | 189,123 | |
|
Loss on early extinguishment of debt | 1,992 | | | — | | | — | | | — | | | 1,992 | |
|
Total expenses | 94,711 | | | — | | | 414,884 | | | (12,969 | ) | | 496,626 | |
|
| | | | | | | | | | | | | | |
|
Equity in earnings of affiliates | 220,158 | | | 205,993 | | | 4,067 | | | (430,218 | ) | | — | |
|
Income from continuing operations | 135,870 | | | 205,919 | | | 222,954 | | | (430,218 | ) | | 134,525 | |
|
Income from discontinued operations | 347 | | | — | | | 553 | | | — | | | 900 | |
|
Gain on sales of real estate – land parcels | — | | | — | | | 4,824 | | | — | | | 4,824 | |
|
Net income | 136,217 | | | 205,919 | | | 228,331 | | | (430,218 | ) | | 140,249 | |
|
| | | | | | | | | |
Dividends on preferred stock | (25,885 | ) | | — | | | — | | | — | | | (25,885 | ) |
|
Net income attributable to noncontrolling interests | — | | | — | | | (4,032 | ) | | — | | | (4,032 | ) |
|
Net income attributable to unvested restricted stock awards | (1,581 | ) | | — | | | — | | | — | | | (1,581 | ) |
|
Net income attributable to Alexandria’s common stockholders | $ | 108,751 | | | $ | 205,919 | | | $ | 224,299 | | | $ | (430,218 | ) | | $ | 108,751 | |
|
|
|
|
Condensed Consolidating Statement of Income |
for the Year Ended December 31, 2012 |
(In thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Revenues: | | | | | | | | | |
Rental | $ | — | | | $ | — | | | $ | 422,793 | | | $ | — | | | $ | 422,793 | |
|
Tenant recoveries | — | | | — | | | 133,280 | | | — | | | 133,280 | |
|
Other income | 6,891 | | | 1,292 | | | 23,294 | | | (13,053 | ) | | 18,424 | |
|
Total revenues | 6,891 | | | 1,292 | | | 579,367 | | | (13,053 | ) | | 574,497 | |
|
| | | | | | | | | |
Expenses: | | | | | | | | | |
Rental operations | — | | | — | | | 172,756 | | | — | | | 172,756 | |
|
General and administrative | 44,306 | | | 3 | | | 16,491 | | | (13,053 | ) | | 47,747 | |
|
Interest | 46,677 | | | — | | | 22,507 | | | — | | | 69,184 | |
|
Depreciation and amortization | 5,384 | | | — | | | 180,303 | | | — | | | 185,687 | |
|
Impairment of real estate | — | | | — | | | 2,050 | | | — | | | 2,050 | |
|
Loss on early extinguishment of debt | 2,225 | | | — | | | — | | | — | | | 2,225 | |
|
Total expenses | 98,592 | | | 3 | | | 394,107 | | | (13,053 | ) | | 479,649 | |
|
| | | | | | | | | | | | | | |
|
Equity in earnings of affiliates | 194,566 | | | 183,139 | | | 3,638 | | | (381,343 | ) | | — | |
|
Income from continuing operations | 102,865 | | | 184,428 | | | 188,898 | | | (381,343 | ) | | 94,848 | |
|
(Loss) income from discontinued operations | (739 | ) | | — | | | 9,555 | | | — | | | 8,816 | |
|
Gain on sales of real estate – land parcels | — | | | — | | | 1,864 | | | — | | | 1,864 | |
|
Net income | 102,126 | | | 184,428 | | | 200,317 | | | (381,343 | ) | | 105,528 | |
|
| | | | | | | | | |
Dividends on preferred stock | (27,328 | ) | | — | | | — | | | — | | | (27,328 | ) |
|
Preferred stock redemption charge | (5,978 | ) | | — | | | — | | | — | | | (5,978 | ) |
|
Net income attributable to noncontrolling interests | — | | | — | | | (3,402 | ) | | — | | | (3,402 | ) |
|
Net income attributable to unvested restricted stock awards | (1,190 | ) | | — | | | — | | | — | | | (1,190 | ) |
|
Net income attributable to Alexandria’s common stockholders | $ | 67,630 | | | $ | 184,428 | | | $ | 196,915 | | | $ | (381,343 | ) | | $ | 67,630 | |
|
Condensed Consolidating Statement of Comprehensive Income |
for the Year Ended December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Net income | $ | 101,574 | | | $ | 184,992 | | | $ | 211,946 | | | $ | (391,734 | ) | | $ | 106,778 | |
|
Other comprehensive income: | | | | | | | | | |
Unrealized gains on marketable securities: | | | | | | | | | |
Unrealized holding gains arising during the year | — | | | 148 | | | 50,987 | | | — | | | 51,135 | |
|
Reclassification adjustment for losses (gains) included in net income | — | | | 292 | | | (650 | ) | | — | | | (358 | ) |
|
Unrealized gains on marketable securities | — | | | 440 | | | 50,337 | | | — | | | 50,777 | |
|
| | | | | | | | | |
Unrealized gains on interest rate swap agreements: | | | | | | | | | |
Unrealized interest rate swap losses arising during the year | (4,459 | ) | | — | | | — | | | — | | | (4,459 | ) |
|
Reclassification adjustment for amortization of interest expense included in net income | 6,871 | | | — | | | — | | | — | | | 6,871 | |
|
Unrealized gains on interest rate swap agreements | 2,412 | | | — | | | — | | | — | | | 2,412 | |
|
| | | | | | | | | |
Unrealized losses on foreign currency translation: | | | | | | | | | |
Unrealized foreign currency translation losses arising during the year | (318 | ) | | — | | | (17,757 | ) | | — | | | (18,075 | ) |
|
Reclassification adjustment for gains included in net income | — | | | — | | | (208 | ) | | — | | | (208 | ) |
|
Unrealized losses on foreign currency translation | (318 | ) | | — | | | (17,965 | ) | | — | | | (18,283 | ) |
|
| | | | | | | | | |
Total other comprehensive income | 2,094 | | | 440 | | | 32,372 | | | — | | | 34,906 | |
|
Comprehensive income | 103,668 | | | 185,432 | | | 244,318 | | | (391,734 | ) | | 141,684 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | (4,534 | ) | | — | | | (4,534 | ) |
|
Comprehensive income attributable to Alexandria’s common stockholders | $ | 103,668 | | | $ | 185,432 | | | $ | 239,784 | | | $ | (391,734 | ) | | $ | 137,150 | |
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income |
for the Year Ended December 31, 2013 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Net income | $ | 136,217 | | | $ | 205,919 | | | $ | 228,331 | | | $ | (430,218 | ) | | $ | 140,249 | |
|
Other comprehensive income (loss): | | | | | | | | | |
Unrealized (losses) gains on marketable securities: | | | | | | | | | |
Unrealized holding (losses) gains arising during the year | — | | | (438 | ) | | 1,738 | | | — | | | 1,300 | |
|
Reclassification adjustment for losses (gains) included in net income | — | | | 148 | | | (1,331 | ) | | — | | | (1,183 | ) |
|
Unrealized (losses) gains on marketable securities | — | | | (290 | ) | | 407 | | | — | | | 117 | |
|
| | | | | | | | | |
Unrealized gains on interest rate swap agreements: | | | | | | | | | |
Unrealized interest rate swap gains arising during the year | 1,918 | | | — | | | — | | | — | | | 1,918 | |
|
Reclassification adjustment for amortization of interest expense included in net income | 15,422 | | | — | | | — | | | — | | | 15,422 | |
|
Unrealized gains on interest rate swap agreements | 17,340 | | | — | | | — | | | — | | | 17,340 | |
|
| | | | | | | | | |
Unrealized foreign currency translation losses | — | | | — | | | (28,912 | ) | | — | | | (28,912 | ) |
|
| | | | | | | | | |
Total other comprehensive income (loss) | 17,340 | | | (290 | ) | | (28,505 | ) | | — | | | (11,455 | ) |
|
Comprehensive income | 153,557 | | | 205,629 | | | 199,826 | | | (430,218 | ) | | 128,794 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | (3,948 | ) | | — | | | (3,948 | ) |
|
Comprehensive income attributable to Alexandria’s common stockholders | $ | 153,557 | | | $ | 205,629 | | | $ | 195,878 | | | $ | (430,218 | ) | | $ | 124,846 | |
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive Income |
for the Year Ended December 31, 2012 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria | | Alexandria | | Combined | | Eliminations | | Consolidated |
Real Estate | Real Estate | Non- |
Equities, Inc. | Equities, L.P. | Guarantor |
(Issuer) | (Guarantor | Subsidiaries |
| Subsidiary) | |
Net income | $ | 102,126 | | | $ | 184,428 | | | $ | 200,317 | | | $ | (381,343 | ) | | $ | 105,528 | |
|
Other comprehensive income: | | | | | | | | | |
Unrealized (losses) gains on marketable securities: | | | | | | | | | |
Unrealized holding (losses) gains arising during the year | — | | | (319 | ) | | 1,309 | | | — | | | 990 | |
|
Reclassification adjustment for losses (gains) included in net income | — | | | 155 | | | (3,506 | ) | | — | | | (3,351 | ) |
|
Unrealized losses on marketable securities | — | | | (164 | ) | | (2,197 | ) | | — | | | (2,361 | ) |
|
| | | | | | | | | |
Unrealized gains on interest rate swaps: | | | | | | | | | |
Unrealized interest rate swap losses arising during the year | (9,990 | ) | | — | | | — | | | — | | | (9,990 | ) |
|
Reclassification adjustment for amortization of interest expense included in net income | 22,309 | | | — | | | — | | | — | | | 22,309 | |
|
Unrealized gains on interest rate swaps | 12,319 | | | — | | | — | | | — | | | 12,319 | |
|
| | | | | | | | | |
Unrealized foreign currency translation losses | — | | | — | | | (318 | ) | | — | | | (318 | ) |
|
| | | | | | | | | |
Total other comprehensive income (loss) | 12,319 | | | (164 | ) | | (2,515 | ) | | — | | | 9,640 | |
|
Comprehensive income | 114,445 | | | 184,264 | | | 197,802 | | | (381,343 | ) | | 115,168 | |
|
Less: comprehensive income attributable to noncontrolling interests | — | | | — | | | (3,364 | ) | | — | | | (3,364 | ) |
|
Comprehensive income attributable to Alexandria’s common stockholders | $ | 114,445 | | | $ | 184,264 | | | $ | 194,438 | | | $ | (381,343 | ) | | $ | 111,804 | |
|
Condensed Consolidating Statement of Cash Flows |
for the Year Ended December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Operating Activities | | | | | | | | | |
Net income | $ | 101,574 | | | $ | 184,992 | | | $ | 211,946 | | | $ | (391,734 | ) | | $ | 106,778 | |
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | | | | |
Depreciation and amortization | 5,748 | | | — | | | 218,348 | | | — | | | 224,096 | |
|
Loss on early extinguishment of debt | 525 | | | — | | | — | | | — | | | 525 | |
|
Gain on sales of real estate – rental properties | — | | | — | | | (1,838 | ) | | — | | | (1,838 | ) |
|
Gain on sales of real estate – land parcels | — | | | — | | | (6,403 | ) | | — | | | (6,403 | ) |
|
Impairment of real estate | — | | | — | | | 51,675 | | | — | | | 51,675 | |
|
Equity in earnings from unconsolidated joint ventures | — | | | — | | | (554 | ) | | — | | | (554 | ) |
|
Distributions of earnings from unconsolidated joint ventures | — | | | — | | | 549 | | | — | | | 549 | |
|
Amortization of loan fees and costs | 7,355 | | | — | | | 3,554 | | | — | | | 10,909 | |
|
Amortization of debt premiums/discounts | 232 | | | — | | | (115 | ) | | — | | | 117 | |
|
Amortization of acquired below market leases | — | | | — | | | (2,845 | ) | | — | | | (2,845 | ) |
|
Deferred rent | — | | | — | | | (44,726 | ) | | — | | | (44,726 | ) |
|
Stock compensation expense | 13,996 | | | — | | | — | | | — | | | 13,996 | |
|
Equity in earnings of affiliates | (199,800 | ) | | (188,269 | ) | | (3,665 | ) | | 391,734 | | | — | |
|
Investment gains | — | | | — | | | (11,613 | ) | | — | | | (11,613 | ) |
|
Investment losses | — | | | 3,047 | | | 6,240 | | | — | | | 9,287 | |
|
Changes in operating assets and liabilities: | | | | | | | | | |
Restricted cash | (12 | ) | | — | | | 4,153 | | | — | | | 4,141 | |
|
Tenant receivables | — | | | — | | | (673 | ) | | — | | | (673 | ) |
|
Deferred leasing costs | 17 | | | — | | | (38,299 | ) | | — | | | (38,282 | ) |
|
Other assets | (7,785 | ) | | — | | | 319 | | | — | | | (7,466 | ) |
|
Accounts payable, accrued expenses, and tenant security deposits | 25,877 | | | — | | | 775 | | | — | | | 26,652 | |
|
Net cash (used in) provided by operating activities | (52,273 | ) | | (230 | ) | | 386,828 | | | — | | | 334,325 | |
|
| | | | | | | | | |
Investing Activities | | | | | | | | | |
Proceeds from sales of real estate | — | | | — | | | 81,580 | | | — | | | 81,580 | |
|
Additions to real estate | (65 | ) | | — | | | (497,708 | ) | | — | | | (497,773 | ) |
|
Purchase of real estate | — | | | — | | | (127,887 | ) | | — | | | (127,887 | ) |
|
Deposits for investing activities | — | | | — | | | (10,282 | ) | | — | | | (10,282 | ) |
|
Change in restricted cash related to construction projects | — | | | — | | | 1,665 | | | — | | | 1,665 | |
|
Investment in unconsolidated joint venture | — | | | — | | | (70,758 | ) | | — | | | (70,758 | ) |
|
Investments in subsidiaries | (334,764 | ) | | (251,358 | ) | | (13,441 | ) | | 599,563 | | | — | |
|
Additions to investments | — | | | (150 | ) | | (60,080 | ) | | — | | | (60,230 | ) |
|
Proceeds from sales of investments | — | | | 1,052 | | | 17,921 | | | — | | | 18,973 | |
|
Proceeds from repayment of notes receivable | — | | | — | | | 29,883 | | | — | | | 29,883 | |
|
Net cash used in investing activities | $ | (334,829 | ) | | $ | (250,456 | ) | | $ | (649,107 | ) | | $ | 599,563 | | | $ | (634,829 | ) |
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows (continued) |
for the Year Ended December 31, 2014 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Financing Activities | | | | | | | | | |
Borrowings from secured notes payable | $ | — | | | $ | — | | | $ | 126,215 | | | $ | — | | | $ | 126,215 | |
|
Repayments of borrowings from secured notes payable | — | | | — | | | (231,051 | ) | | — | | | (231,051 | ) |
|
Proceeds from issuance of unsecured senior notes payable | 698,908 | | | — | | | — | | | — | | | 698,908 | |
|
Principal borrowings from unsecured senior line of credit | 1,168,000 | | | — | | | — | | | — | | | 1,168,000 | |
|
Repayments of borrowings from unsecured senior line of credit | (1,068,000 | ) | | — | | | — | | | — | | | (1,068,000 | ) |
|
Repayment of unsecured senior bank term loan | (125,000 | ) | | — | | | — | | | — | | | (125,000 | ) |
|
Redemption of Series D Cumulative Convertible Preferred Stock | (14,414 | ) | | — | | | — | | | — | | | (14,414 | ) |
|
Transfer to/from parent company | 103 | | | 250,749 | | | 348,711 | | | (599,563 | ) | | — | |
|
Change in restricted cash related to financing activities | — | | | — | | | (1,409 | ) | | — | | | (1,409 | ) |
|
Loan fees and costs paid | (6,523 | ) | | — | | | (1,576 | ) | | — | | | (8,099 | ) |
|
Dividends paid on common stock | (202,386 | ) | | — | | | — | | | — | | | (202,386 | ) |
|
Dividends paid on preferred stock | (25,885 | ) | | — | | | — | | | — | | | (25,885 | ) |
|
Distributions to redeemable noncontrolling interests | — | | | — | | | (1,191 | ) | | — | | | (1,191 | ) |
|
Contributions by noncontrolling interests | — | | | — | | | 19,410 | | | — | | | 19,410 | |
|
Distributions to noncontrolling interests | — | | | — | | | (3,786 | ) | | — | | | (3,786 | ) |
|
Net cash provided by financing activities | 424,803 | | | 250,749 | | | 255,323 | | | (599,563 | ) | | 331,312 | |
|
| | | | | | | | | |
Effect of foreign exchange rate changes on cash and cash equivalents | — | | | — | | | (2,493 | ) | | — | | | (2,493 | ) |
|
| | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | 37,701 | | | 63 | | | (9,449 | ) | | — | | | 28,315 | |
|
Cash and cash equivalents at beginning of period | 14,790 | | | — | | | 42,906 | | | — | | | 57,696 | |
|
Cash and cash equivalents at end of period | $ | 52,491 | | | $ | 63 | | | $ | 33,457 | | | $ | — | | | $ | 86,011 | |
|
| | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | |
Cash paid during the period for interest, net of interest capitalized | $ | 39,871 | | | $ | — | | | $ | 18,095 | | | $ | — | | | $ | 57,966 | |
|
| | | | | | | | | |
Non-Cash Investing Activities | | | | | | | | | |
Note receivable issued in connection with sale of real estate | $ | — | | | $ | — | | | $ | 2,000 | | | $ | — | | | 2,000 | |
|
Change in accrued construction | $ | — | | | $ | — | | | $ | 29,846 | | | $ | — | | | $ | 29,846 | |
|
Assumption of secured notes payable in connection with purchase of properties | $ | — | | | $ | — | | | $ | (48,329 | ) | | $ | — | | | $ | (48,329 | ) |
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
for the Year Ended December 31, 2013 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Operating Activities | | | | | | | | | |
Net income | $ | 136,217 | | | $ | 205,919 | | | $ | 228,331 | | | $ | (430,218 | ) | | $ | 140,249 | |
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | | | | | | | | | |
Depreciation and amortization | 5,907 | | | — | | | 184,871 | | | — | | | 190,778 | |
|
Loss on early extinguishment of debt | 1,992 | | | — | | | — | | | — | | | 1,992 | |
|
Gain on sales of real estate – land parcels | — | | | — | | | (4,824 | ) | | — | | | (4,824 | ) |
|
Loss on sales of real estate – rental properties | — | | | — | | | 121 | | | — | | | 121 | |
|
Amortization of loan fees and costs | 6,914 | | | — | | | 3,022 | | | — | | | 9,936 | |
|
Amortization of debt premiums/discounts | 111 | | | — | | | 418 | | | — | | | 529 | |
|
Amortization of acquired below market leases | — | | | — | | | (3,316 | ) | | — | | | (3,316 | ) |
|
Deferred rent | (82 | ) | | — | | | (27,853 | ) | | — | | | (27,935 | ) |
|
Stock compensation expense | 15,552 | | | — | | | — | | | — | | | 15,552 | |
|
Equity in earnings of affiliates | (220,158 | ) | | (205,993 | ) | | (4,067 | ) | | 430,218 | | | — | |
|
Investment gains | — | | | (3 | ) | | (7,047 | ) | | — | | | (7,050 | ) |
|
Investment losses | — | | | 78 | | | 1,402 | | | — | | | 1,480 | |
|
Changes in operating assets and liabilities: | | | | | | | | | |
Restricted cash | (2 | ) | | — | | | 901 | | | — | | | 899 | |
|
Tenant receivables | — | | | — | | | (1,519 | ) | | — | | | (1,519 | ) |
|
Deferred leasing costs | (37 | ) | | — | | | (54,788 | ) | | — | | | (54,825 | ) |
|
Other assets | (5,606 | ) | | — | | | (692 | ) | | — | | | (6,298 | ) |
|
Intercompany receivables and payables | 3,021 | | | — | | | (3,021 | ) | | — | | | — | |
|
Accounts payable, accrued expenses, and tenant security deposits | (13,485 | ) | | — | | | 70,443 | | | — | | | 56,958 | |
|
Net cash (used in) provided by operating activities | (69,656 | ) | | 1 | | | 382,382 | | | — | | | 312,727 | |
|
| | | | | | | | | |
Investing Activities | | | | | | | | | |
Proceeds from sale of real estate | 10,796 | | | — | | | 143,172 | | | — | | | 153,968 | |
|
Additions to real estate | — | | | — | | | (593,389 | ) | | — | | | (593,389 | ) |
|
Purchase of real estate | — | | | — | | | (122,069 | ) | | — | | | (122,069 | ) |
|
Change in restricted cash related to construction projects | — | | | — | | | 7,655 | | | — | | | 7,655 | |
|
Investment in unconsolidated joint venture | — | | | — | | | (17,987 | ) | | — | | | (17,987 | ) |
|
Investments in subsidiaries | (236,218 | ) | | (276,022 | ) | | (13,445 | ) | | 525,685 | | | — | |
|
Additions to investments | — | | | — | | | (36,078 | ) | | — | | | (36,078 | ) |
|
Proceeds from sales of investments | — | | | 1,018 | | | 15,507 | | | — | | | 16,525 | |
|
Net cash used in investing activities | $ | (225,422 | ) | | $ | (275,004 | ) | | $ | (616,634 | ) | | $ | 525,685 | | | $ | (591,375 | ) |
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows (continued) |
for the Year Ended December 31, 2013 |
(In thousands) |
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Financing Activities | | | | | | | | | |
Borrowings from secured notes payable | $ | — | | | $ | — | | | $ | 28,489 | | | $ | — | | | $ | 28,489 | |
|
Repayments of borrowings from secured notes payable | — | | | — | | | (36,219 | ) | | — | | | (36,219 | ) |
|
Proceeds from issuance of senior notes payable | 498,561 | | | — | | | — | | | — | | | 498,561 | |
|
Principal borrowings from unsecured senior line of credit | 729,000 | | | — | | | — | | | — | | | 729,000 | |
|
Repayments of borrowings from unsecured senior line of credit | (1,091,000 | ) | | — | | | — | | | — | | | (1,091,000 | ) |
|
Repayments of unsecured senior bank term loans | (250,000 | ) | | — | | | — | | | — | | | (250,000 | ) |
|
Repurchase of unsecured senior convertible notes | (384 | ) | | — | | | — | | | — | | | (384 | ) |
|
Transfer to/from parent company | — | | | 273,089 | | | 252,596 | | | (525,685 | ) | | — | |
|
Change in restricted cash related to financing activities | (1 | ) | | — | | | 2,547 | | | — | | | 2,546 | |
|
Loan fees and costs paid | (14,383 | ) | | — | | | (5,545 | ) | | — | | | (19,928 | ) |
|
Proceeds from common stock offerings | 534,469 | | | — | | | — | | | — | | | 534,469 | |
|
Dividends paid on common stock | (169,076 | ) | | — | | | — | | | — | | | (169,076 | ) |
|
Dividends paid on preferred stock | (25,885 | ) | | — | | | — | | | — | | | (25,885 | ) |
|
Distributions to redeemable noncontrolling interests | — | | | — | | | (1,191 | ) | | — | | | (1,191 | ) |
|
Distributions to noncontrolling interests | — | | | — | | | (1,812 | ) | | — | | | (1,812 | ) |
|
Net cash provided by financing activities | 211,301 | | | 273,089 | | | 238,865 | | | (525,685 | ) | | 197,570 | |
|
| | | | | | | | | |
Effect of foreign exchange rate changes on cash and cash equivalents | — | | | — | | | (2,197 | ) | | — | | | (2,197 | ) |
|
| | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | (83,777 | ) | | (1,914 | ) | | 2,416 | | | — | | | (83,275 | ) |
|
Cash and cash equivalents at beginning of period | 98,567 | | | 1,914 | | | 40,490 | | | — | | | 140,971 | |
|
Cash and cash equivalents at end of period | $ | 14,790 | | | $ | — | | | $ | 42,906 | | | $ | — | | | $ | 57,696 | |
|
| | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | |
Cash paid during the period for interest, net of interest capitalized | $ | 37,073 | | | $ | — | | | $ | 22,784 | | | $ | — | | | $ | 59,857 | |
|
| | | | | | | | | |
Non-Cash Investing Activities | | | | | | | | | |
Note receivable issued in connection with sale of real estate | $ | 29,820 | | | $ | — | | | $ | 9,000 | | | $ | — | | | $ | 38,820 | |
|
Change in accrued construction | $ | — | | | $ | — | | | $ | (21,310 | ) | | $ | — | | | $ | (21,310 | ) |
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows |
for the Year Ended December 31, 2012 |
(In thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Operating Activities | | | | | | | | | |
Net income | $ | 102,126 | | | $ | 184,428 | | | $ | 200,317 | | | $ | (381,343 | ) | | $ | 105,528 | |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
Depreciation and amortization | 6,490 | | | — | | | 185,515 | | | — | | | 192,005 | |
|
Loss on early extinguishment of debt | 2,225 | | | — | | | — | | | — | | | 2,225 | |
|
Gain on sales of real estate – rental properties | — | | | — | | | (1,564 | ) | | — | | | (1,564 | ) |
|
Gain on sales of real estate – land parcels | — | | | — | | | (1,864 | ) | | — | | | (1,864 | ) |
|
Impairment of real estate | 6,400 | | | — | | | 7,050 | | | — | | | 13,450 | |
|
Amortization of loan fees and costs | 9,204 | | | — | | | 628 | | | — | | | 9,832 | |
|
Amortization of debt premiums/discounts | 114 | | | — | | | 397 | | | — | | | 511 | |
|
Amortization of acquired above and below market leases | — | | | — | | | (3,200 | ) | | — | | | (3,200 | ) |
|
Deferred rent | (224 | ) | | — | | | (28,232 | ) | | — | | | (28,456 | ) |
|
Equity in earnings of affiliates | (194,566 | ) | | (183,139 | ) | | (3,638 | ) | | 381,343 | | | — | |
|
Stock compensation expense | 14,160 | | | — | | | — | | | — | | | 14,160 | |
|
Investment gains | — | | | (1,510 | ) | | (13,508 | ) | | — | | | (15,018 | ) |
|
Investment losses | — | | | 221 | | | 2,416 | | | — | | | 2,637 | |
|
Changes in operating assets and liabilities: | | | | | | | | | |
Restricted cash | (12 | ) | | — | | | (249 | ) | | — | | | (261 | ) |
|
Tenant receivables | 11 | | | — | | | (992 | ) | | — | | | (981 | ) |
|
Deferred leasing costs | (305 | ) | | — | | | (44,794 | ) | | — | | | (45,099 | ) |
|
Other assets | 1,329 | | | — | | | (5,398 | ) | | — | | | (4,069 | ) |
|
Intercompany receivables and payables | (826 | ) | | — | | | 826 | | | — | | | — | |
|
Accounts payable, accrued expenses, and tenant security deposits | 6,172 | | | — | | | 59,525 | | | — | | | 65,697 | |
|
Net cash (used in) provided by operating activities | (47,702 | ) | | — | | | 353,235 | | | — | | | 305,533 | |
|
| | | | | | | | | |
Investing Activities | | | | | | | | | |
Proceeds from sales of real estate | — | | | — | | | 36,179 | | | — | | | 36,179 | |
|
Additions to real estate | (1,313 | ) | | — | | | (547,717 | ) | | — | | | (549,030 | ) |
|
Purchase of real estate | — | | | — | | | (42,171 | ) | | — | | | (42,171 | ) |
|
Change in restricted cash related to construction projects | — | | | — | | | (9,377 | ) | | — | | | (9,377 | ) |
|
Investment in unconsolidated joint venture | — | | | — | | | (6,700 | ) | | — | | | (6,700 | ) |
|
Distributions from unconsolidated joint venture | — | | | — | | | 22,250 | | | — | | | 22,250 | |
|
Investments in subsidiaries | (197,665 | ) | | (158,022 | ) | | (1,179 | ) | | 356,866 | | | — | |
|
Additions to investments | — | | | (353 | ) | | (35,941 | ) | | — | | | (36,294 | ) |
|
Proceeds from sales of investments | — | | | 2,600 | | | 24,443 | | | — | | | 27,043 | |
|
Net cash used in investing activities | $ | (198,978 | ) | | $ | (155,775 | ) | | $ | (560,213 | ) | | $ | 356,866 | | | $ | (558,100 | ) |
|
|
Condensed Consolidating Statement of Cash Flows (continued) |
for the Year Ended December 31, 2012 |
(In thousands) |
|
|
| | | | | | | | | | | | | | | | | | | |
| Alexandria Real | | Alexandria Real | | Combined | | Eliminations | | Consolidated |
Estate Equities, | Estate Equities, | Non-Guarantor |
Inc. (Issuer) | L.P. (Guarantor | Subsidiaries |
| Subsidiary) | |
Financing Activities | | | | | | | | | |
Borrowings from secured notes payable | $ | — | | | $ | — | | | $ | 17,810 | | | $ | — | | | $ | 17,810 | |
|
Repayments of borrowings from secured notes payable | — | | | — | | | (26,367 | ) | | — | | | (26,367 | ) |
|
Proceeds from issuance of unsecured senior notes payable | 544,650 | | | — | | | — | | | — | | | 544,650 | |
|
Principal borrowings from unsecured senior line of credit | 847,147 | | | — | | | — | | | — | | | 847,147 | |
|
Repayments of borrowings from unsecured senior line of credit | (651,147 | ) | | — | | | — | | | — | | | (651,147 | ) |
|
Repayments of unsecured senior bank term loan | (250,000 | ) | | — | | | — | | | — | | | (250,000 | ) |
|
Repurchase of unsecured senior convertible notes | (84,801 | ) | | — | | | — | | | — | | | (84,801 | ) |
|
Redemption of Series C Cumulative Redeemable Preferred Stock | (129,638 | ) | | — | | | — | | | — | | | (129,638 | ) |
|
Proceeds from issuance of Series E Cumulative Redeemable Preferred Stock | 124,868 | | | — | | | — | | | — | | | 124,868 | |
|
Transfer to/from parent company | — | | | 157,689 | | | 199,177 | | | (356,866 | ) | | — | |
|
Change in restricted cash related to financing activities | — | | | — | | | (7,428 | ) | | — | | | (7,428 | ) |
|
Loan fees and costs paid | (10,180 | ) | | — | | | (3,045 | ) | | — | | | (13,225 | ) |
|
Proceeds from common stock offerings | 97,890 | | | — | | | — | | | — | | | 97,890 | |
|
Proceeds from exercise of stock options | 155 | | | — | | | — | | | — | | | 155 | |
|
Dividends paid on common stock | (126,498 | ) | | — | | | — | | | — | | | (126,498 | ) |
|
Dividends paid on preferred stock | (27,819 | ) | | — | | | — | | | — | | | (27,819 | ) |
|
Distributions to redeemable noncontrolling interests | — | | | — | | | (1,249 | ) | | — | | | (1,249 | ) |
|
Redemption of redeemable noncontrolling interests | 12 | | | — | | | (462 | ) | | — | | | (450 | ) |
|
Contributions by noncontrolling interests | — | | | — | | | 1,875 | | | — | | | 1,875 | |
|
Distributions to noncontrolling interests | — | | | — | | | (913 | ) | | — | | | (913 | ) |
|
Net cash provided by financing activities | 334,639 | | | 157,689 | | | 179,398 | | | (356,866 | ) | | 314,860 | |
|
| | | | | | | | | |
Effect of foreign exchange rate changes on cash and cash equivalents | — | | | — | | | 139 | | | — | | | 139 | |
|
| | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | 87,959 | | | 1,914 | | | (27,441 | ) | | — | | | $ | 62,432 | |
|
Cash and cash equivalents at beginning of period | 10,608 | | | — | | | 67,931 | | | — | | | $ | 78,539 | |
|
Cash and cash equivalents at end of period | $ | 98,567 | | | $ | 1,914 | | | $ | 40,490 | | | $ | — | | | $ | 140,971 | |
|
| | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | |
Cash paid during the period for interest, net of interest capitalized | $ | 39,298 | | | $ | — | | | $ | 13,263 | | | $ | — | | | $ | 52,561 | |
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Non-Cash Investing Activities | | | | | | | | | |
Note receivable from sale of real estate | $ | — | | | $ | — | | | $ | 6,125 | | | $ | — | | | $ | 6,125 | |
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Write-off of fully amortized improvements | $ | — | | | $ | — | | | $ | (17,730 | ) | | $ | — | | | $ | (17,730 | ) |
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Change in accrued construction | $ | (2,000 | ) | | $ | — | | | $ | 48,087 | | | $ | — | | | $ | 46,087 | |
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