Exhibit 99.1
FOR IMMEDIATE RELEASE
AMB PROPERTY CORPORATION® ANNOUNCES SECOND QUARTER 2009 RESULTS
SAN FRANCISCO, July 28, 2009 AMB Property Corporation® (NYSE: AMB), a leading owner,
operator and developer of industrial real estate, today reported results for the second quarter
2009. Funds from operations per fully diluted share and unit (FFOPS) was $0.34 for the second
quarter of 2009, which included the recognition of $3.8 million, or $0.03 on a per-share basis, in
restructuring charges, as compared to $1.05 for the same quarter in 2008. The year-over-year
difference is primarily attributable to the recognition of an incentive distribution and
development gains in the prior year, as well as the subsequent increase in share count related to
the companys March 2009 equity offering.
Net income
available to common stockholders per fully diluted share
(EPS) for the second quarter
of 2009 was $0.12, as compared to $0.73 for the same quarter in 2008.
Disposition Activities
As of June 30, 2009, the company has completed property contributions and sales of $461 million,
with a stabilized capitalization rate of 6.9 percent, year-to-date.
During the
second quarter, the company completed sales totaling
$156 million, with a 7.8 percent
capitalization rate, consisting of the following:
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The sale of three development properties in the Americas for an aggregate price of $75
million; and |
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The sale of eight properties from its U.S. operating portfolio for an aggregate sales price
of $82 million. |
We have made excellent progress on our top two priorities through the first half of this year. As
such, we have reduced our share of outstanding debt by approximately $750 million and our G&A costs
by 30 percent on a run-rate basis, said Hamid R. Moghadam, chairman & CEO. These accomplishments
further enable us to navigate the current challenges in the operating environment and have
positioned the company to take advantage of opportunities in the future.
Financing Activities
Demonstrating the companys continued ability to access the credit markets and manage its debt
maturities, AMB has completed approximately $1.0 billion of debt repayments, repurchases and
extensions, year-to-date. In the second quarter of 2009, the company repaid, repurchased and
extended approximately $241 million of its overall debt, which included $183 million in bonds
repurchased at a yield-to-maturity of 6.3 percent.
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As of June 30, 2009, AMBs share of total debt to share of total assets was 44 percent. The
companys liquidity was approximately $1.2 billion as of June 30, 2009, consisting of $1.0 billion
of availability on its lines of credit and $209 million of cash.
With our year-to-date disposition activities, equity offering and debt repurchases, we have more
than enough liquidity and continue to be well-positioned to address our capital requirements into
2013, said Thomas S. Olinger, AMBs chief financial officer.
Investment Activity
During the quarter, the company commenced developments on a previously committed project in Europe
and a pre-leased build-to-suit in the Americas, totaling 221,000 square feet (20,600 square
meters), with a total estimated investment of $31 million.
AMBs global development pipeline at quarter end, which included investments held through
unconsolidated joint ventures, totaled approximately 9.0 million square feet (836,600 square
meters) scheduled for delivery through 2010, with an estimated total investment cost of $758
million. As of June 30, 2009, the companys share of the projected remaining cash to fund the
completion of its development pipeline was reduced to $89 million. The development pipeline was
approximately 25 percent pre-leased as of June 30, 2009, with approximately 5.8 million square feet
(541,300 square meters) of leasing remaining in order to stabilize the pipeline.
Leasing Activity
During the
second quarter of 2009, the company commenced leases of approximately 5.8 million square feet
(573,000 square meters) in its global operating portfolio. In its development pipeline,
the company leased more than 434,000 square feet (40,300 square meters).
Second quarter lease commencements in our operating portfolio are in line with our four year
average and our expectations. Lease up of our development
pipeline, remains a high priority in this challenging environment. While we expect it will take some time for demand to rebound, were
encouraged by the recent increased number of showings and
negotiations, commented Mr. Moghadam.
Owned and Managed Portfolio Operating Results
AMBs operating portfolio was 90.5 percent occupied at June 30, 2009, with an average occupancy
rate of 91.1 percent for the second quarter of 2009. Cash basis same store net operating income
(SS NOI), without the effects of lease termination fees, decreased 4.1 percent in the second
quarter, driven primarily by lower average same store occupancies and the effect of foreign
currency exchange. Average rent change on renewals and rollovers in AMBs operating portfolio
decreased by 2.5 percent for the quarter and remained flat for the trailing four quarters ended
June 30, 2009.
2009 FFO Guidance
The company narrows its previous full-year 2009 FFO guidance to $1.41 to $1.45 per share, without
recognition of gains from development activities, non-cash impairment charges or restructuring
charges. The full-year EPS guidance is a loss of $0.64 to $0.68 per share.
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Supplemental Earnings Measures
Included in the footnotes to the companys attached financial statements is a discussion of why
management believes FFO, FFOPS and FFO, excluding impairment charges and restructuring charges (the
FFO Measures) are useful supplemental measures of operating performance, ways in which investors
might use the FFO Measures when assessing the companys financial performance and the FFO Measures
limitations as a measurement tool. Reconciliation from net income available to common stockholders
to the FFO Measures are provided in the attached tables and published in the companys quarterly
supplemental analyst package, available on the companys website at www.amb.com.
AMB defines net operating income (NOI) as rental revenues, including reimbursements, less
property operating expenses. NOI excludes depreciation, amortization, general and administrative
expenses, restructuring charges, real estate impairment losses, development profits (losses), gains
(losses) from sale or contribution of real estate interests, and interest expense. AMB believes
that net income, as defined by GAAP, is the most appropriate earnings measure. However, NOI is a
useful supplemental measure calculated to help investors understand AMBs operating performance,
excluding the effects of costs and expenses which are not related to the performance of the assets.
NOI is widely used by the real estate industry as a useful supplemental measure, which helps
investors compare AMBs operating performance with that of other companies. Real estate impairment
losses have been excluded in deriving NOI because AMB does not consider its impairment losses to be
a property operating expense. AMB believes that the exclusion of impairment losses from NOI is a
common methodology used in the real estate industry. Real estate impairment losses relate to the
changing values of AMBs assets but do not reflect the current operating performance of the assets
with respect to their revenues or expenses. AMBs real estate impairment losses are non-cash
charges which represent the write down in the value of assets when estimated fair value over the
holding period is lower than current carrying value. The impairment charges were principally a
result of increases in estimated capitalization rates and deterioration in market conditions that
adversely impacted underlying real estate values. Therefore, the impairment charges are not related
to the current performance of AMBs real estate operations and should be excluded from its
calculation of NOI.
AMB considers cash-basis same store net operating income (SS NOI) to be a useful supplemental
measure of our operating performance for properties that are considered part of the same store
pool. AMB defines SS NOI as NOI on a same store basis excluding straight line rents and
amortization of lease intangibles. Same store pool includes all properties that are owned as of the
end of both the current and prior year reporting periods and excludes development properties for
both the current and prior reporting periods. The same store pool is set annually and excludes
properties purchased and developments stabilized after December 31, 2007. AMB considers SS NOI to
be an appropriate and useful supplemental performance measure because it reflects the operating
performance of the real estate portfolio excluding effects of non-cash adjustments and provides a
better measure of actual cash basis rental growth for a year-over-year comparison. In addition, AMB
believes that SS NOI helps investors compare the operating performance of AMBs real estate as
compared to other companies. While SS NOI is a relevant and widely used measure of operating
performance of real estate investment trusts, it does not represent cash flow from operations or
net income as defined by GAAP and should not be considered as an alternative to those measures in
evaluating our liquidity or operating performance. SS NOI also does not reflect
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general and administrative expenses, interest expenses, real estate impairment losses, depreciation
and amortization costs, capital expenditures and leasing costs, or trends in development and
construction activities that could materially impact our results from operations. Further, AMBs
computation of SS NOI may not be comparable to that of other real estate companies, as they may use
different methodologies for calculating SS NOI. A reconciliation from net income to SS NOI is
provided below and published in AMBs quarterly supplemental analyst package, available on AMBs
website at www.amb.com.
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For the Quarters Ended |
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For the Six Months Ended |
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June 30, |
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June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
|
Net income (loss) |
|
$ |
29,034 |
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$ |
88,030 |
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$ |
(94,322 |
) |
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$ |
157,435 |
|
Private capital income |
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(7,795 |
) |
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(41,413 |
) |
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(19,490 |
) |
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(51,336 |
) |
Depreciation and amortization |
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38,724 |
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39,730 |
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80,460 |
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80,214 |
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Real estate impairment losses |
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161,067 |
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General and administrative and fund costs |
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25,685 |
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34,128 |
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57,193 |
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69,475 |
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Restructuring charges |
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3,824 |
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3,824 |
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Total other income and expenses |
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22,134 |
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(390 |
) |
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27,943 |
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(14,536 |
) |
Total discontinued operations |
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(14,544 |
) |
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(5,167 |
) |
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(18,020 |
) |
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(10,621 |
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NOI |
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97,062 |
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114,918 |
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198,655 |
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230,631 |
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Less non same-store NOI |
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(11,487 |
) |
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(26,839 |
) |
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(24,030 |
) |
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(51,783 |
) |
Less non cash adjustments(1) |
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844 |
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(607 |
) |
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853 |
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(1,794 |
) |
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Cash-basis same-store NOI |
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$ |
86,419 |
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$ |
87,472 |
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$ |
175,478 |
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$ |
177,054 |
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(1) |
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Non-cash adjustments include straight line rents and amortization of lease
intangibles for the same store pool only. |
Owned and managed is defined by the company as assets in which the company has at least a
10 percent ownership interest, is the property or asset manager, and which it currently intends to
hold for the long-term.
Conference Call Information
The company will host a conference call to discuss second quarter 2009 results on Tuesday, July 28,
2009 at 10:00 AM PDT / 1:00 PM EDT. Stockholders and interested parties may listen to a live
broadcast of the conference call by dialing 877 264 7865 (from the U.S. and Canada) or
+1 706 643 7823 (from all other countries) and using reservation code 16501688. A webcast can be
accessed through the companys website at www.amb.com in the Investor Relations section.
If you are unable to listen to the live conference call, a telephone and webcast replay will be
available through the companys website at www.amb.com in the Investor Relations section after
12:00 PM PDT / 3:00 PM EDT on Tuesday, July 28, 2009 until 5:00 PM PDT / 8:00 PM EDT on Friday,
August 28, 2009 at 800 642 1687 (from the U.S. and Canada) or +1 706 645 9291 (from all other
countries), with the reservation code 16501688.
AMB Property Corporation.® Local partner to global trade.
AMB Property Corporation® is a leading owner, operator and developer of industrial real
estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia.
As of June 30, 2009, AMB owned, or had investments in, on a consolidated basis or
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through unconsolidated joint ventures, properties and development projects expected to total
approximately 156.9 million square feet (14.6 million square meters) in 48 markets within 14
countries. AMB invests in properties located predominantly in the infill submarkets of its targeted
markets. The companys portfolio is comprised of High Throughput Distribution®
facilitiesindustrial properties built for speed and located near airports, seaports and ground
transportation systems.
AMBs press releases are available on the company website at www.amb.com or by contacting the
Investor Relations department at +1 415 394 9000.
Some of the information included in this press release contains forward-looking statements such as
those related to our development projects (including completion, timing of
stabilization and delivery, our share of remaining funding required, our ability to lease such
projects, square feet at stabilization or completion, costs and total investment amounts), our
ability to address our future capital commitments and reduce our cost structure, our ability to
meet our forecasts (including our FFO, EPS and operating guidance) and business goals, our ability
to weather the economic downturn and grow our business, and projected near-term capitalization
rates, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
Because these forward-looking statements involve risks and uncertainties, there are important
factors that could cause our actual results to differ materially from those in the forward-looking
statements, and you should not rely on the forward-looking statements as predictions of future
events. The events or circumstances reflected in forward-looking statements might not occur. You
can identify forward-looking statements by the use of forward-looking terminology such as
believes, expects, may, will, should, seeks, approximately, intends, plans, pro
forma, estimates or anticipates or the negative of these words and phrases or similar words or
phrases. You can also identify forward-looking statements by discussions of strategy, plans or
intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to realize them. We caution you not to
place undue reliance on forward-looking statements, which reflect our analysis only and speak only
as of the date of this press release or the dates indicated in the statements. We assume no
obligation to update or supplement forward-looking statements. The following factors, among others,
could cause actual results and future events to differ materially from those set forth or
contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants or
renewal at lower than expected rent or failure to lease at all or on expected terms, decreases in
real estate values and impairment losses, our failure to obtain, renew or extend financing or
re-financing, risks related to debt and equity security financings (including dilution risk), our
failure to divest properties we have contracted to sell or to timely reinvest proceeds from any
divestitures, failure to maintain our current credit agency ratings or comply with our debt
covenants, international currency and hedging risks, financial market fluctuations, changes in
general economic conditions, global trade or in the real estate sector, inflation risks, a
downturn in the U.S., California or global economy, increased interest rates and operating costs
or greater than expected capital expenditures, risks related to suspending, reducing or changing
our dividends, our failure to contribute properties to our co-investment ventures, risks related to
our obligations in the event of certain defaults under co-investment ventures and other debt,
difficulties in identifying properties to acquire and in effecting acquisitions, our failure to
successfully integrate acquired properties and operations, risks and uncertainties affecting
property development, value-added conversions, redevelopment and construction (including
construction delays, cost overruns, our inability to obtain necessary permits and public opposition
to these activities), our failure to qualify and maintain our status as a real estate investment
trust, risks related to our tax structuring, environmental uncertainties, risks related to natural
disasters, changes in real estate and zoning laws, risks related to doing business internationally
and global expansion, risks of opening offices globally, risks of changing personnel and roles,
losses in excess of our insurance coverage, unknown liabilities acquired in connection with
acquired properties or otherwise and increases in real property tax rates. Our success also depends
upon economic trends generally, including interest rates, income tax laws, governmental regulation,
legislation, population changes and certain other matters discussed under the heading Risk
Factors and elsewhere in our annual report on Form 10-K for the year ended December 31, 2008.
AMB CONTACTS
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Tracy A. Ward
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Rachel E. M. Bennett |
Vice President, IR & Corporate Communications
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Director, Media & Public Relations |
Direct +1 415 733 9565
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Direct +1 415 733 9532 |
Email tward@amb.com
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Email rbennett@amb.com |
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CONSOLIDATED
STATEMENTS OF OPERATIONS(1)
(in thousands, except per share data)
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For the Quarters Ended June 30, |
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For the Six Months Ended June 30, |
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2009 |
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2008 |
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2009 |
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2008 |
|
Revenues |
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Rental revenues(1) |
|
$ |
139,575 |
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$ |
161,127 |
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$ |
289,860 |
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|
$ |
321,323 |
|
Private capital revenues |
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|
7,795 |
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|
|
41,413 |
|
|
|
19,490 |
|
|
|
51,336 |
|
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|
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Total revenues |
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|
147,370 |
|
|
|
202,540 |
|
|
|
309,350 |
|
|
|
372,659 |
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Costs and expenses |
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|
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|
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Property operating costs(1) |
|
|
(42,513 |
) |
|
|
(46,209 |
) |
|
|
(91,205 |
) |
|
|
(90,692 |
) |
Depreciation and amortization |
|
|
(38,724 |
) |
|
|
(39,730 |
) |
|
|
(80,460 |
) |
|
|
(80,214 |
) |
General and administrative |
|
|
(25,363 |
) |
|
|
(33,744 |
) |
|
|
(56,609 |
) |
|
|
(68,869 |
) |
Restructuring charges |
|
|
(3,824 |
) |
|
|
|
|
|
|
(3,824 |
) |
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|
Fund costs |
|
|
(322 |
) |
|
|
(384 |
) |
|
|
(584 |
) |
|
|
(606 |
) |
Real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
(161,067 |
) |
|
|
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|
Other expenses(2) |
|
|
(5,684 |
) |
|
|
(1,422 |
) |
|
|
(5,022 |
) |
|
|
(1,330 |
) |
|
|
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|
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|
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|
Total costs and expenses |
|
|
(116,430 |
) |
|
|
(121,489 |
) |
|
|
(398,771 |
) |
|
|
(241,711 |
) |
|
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Other income and expenses |
|
|
|
|
|
|
|
|
|
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|
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Development profits, net of taxes |
|
|
|
|
|
|
30,402 |
|
|
|
33,286 |
|
|
|
48,222 |
|
Gains from sale or contribution of real estate interests, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,967 |
|
Equity in earnings of unconsolidated joint ventures, net |
|
|
4,284 |
|
|
|
6,059 |
|
|
|
4,250 |
|
|
|
8,987 |
|
Other income(2) |
|
|
8,595 |
|
|
|
1,883 |
|
|
|
1,529 |
|
|
|
6,293 |
|
Interest expense, including amortization |
|
|
(29,329 |
) |
|
|
(36,532 |
) |
|
|
(61,986 |
) |
|
|
(67,603 |
) |
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|
Total other income and expenses, net |
|
|
(16,450 |
) |
|
|
1,812 |
|
|
|
(22,921 |
) |
|
|
15,866 |
|
|
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|
|
|
|
|
|
|
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|
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|
Income (loss) from continuing operations |
|
|
14,490 |
|
|
|
82,863 |
|
|
|
(112,342 |
) |
|
|
146,814 |
|
|
|
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Discontinued operations |
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|
|
|
|
|
|
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|
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|
Income (loss) attributable to discontinued operations |
|
|
4,454 |
|
|
|
4,008 |
|
|
|
(10,684 |
) |
|
|
8,074 |
|
Gains from sale of real estate interests, net of taxes |
|
|
10,090 |
|
|
|
1,159 |
|
|
|
28,704 |
|
|
|
2,547 |
|
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|
|
|
|
|
|
|
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|
Total discontinued operations |
|
|
14,544 |
|
|
|
5,167 |
|
|
|
18,020 |
|
|
|
10,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
29,034 |
|
|
|
88,030 |
|
|
|
(94,322 |
) |
|
|
157,435 |
|
Noncontrolling interests share of net (income) loss |
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|
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|
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Joint venture partners share of net (income) loss |
|
|
(4,949 |
) |
|
|
(6,424 |
) |
|
|
(2,771 |
) |
|
|
(25,687 |
) |
Joint venture partners and limited partnership unitholders share of development profits |
|
|
|
|
|
|
(1,371 |
) |
|
|
(1,108 |
) |
|
|
(6,113 |
) |
Preferred unitholders |
|
|
(1,432 |
) |
|
|
(1,432 |
) |
|
|
(2,864 |
) |
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|
(2,864 |
) |
Limited partnership unitholders |
|
|
(1,279 |
) |
|
|
(1,784 |
) |
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|
4,041 |
|
|
|
(2,820 |
) |
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Total noncontrolling interests share of net (income) loss |
|
|
(7,660 |
) |
|
|
(11,011 |
) |
|
|
(2,702 |
) |
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|
(37,484 |
) |
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Net income (loss) attributable to AMB Property Corporation |
|
|
21,374 |
|
|
|
77,019 |
|
|
|
(97,024 |
) |
|
|
119,951 |
|
Preferred stock dividends |
|
|
(3,952 |
) |
|
|
(3,952 |
) |
|
|
(7,904 |
) |
|
|
(7,904 |
) |
Allocation to participating securities(3) |
|
|
(260 |
) |
|
|
(666 |
) |
|
|
(521 |
) |
|
|
(1,018 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders |
|
$ |
17,162 |
|
|
$ |
72,401 |
|
|
$ |
(105,449 |
) |
|
$ |
111,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share (diluted) |
|
$ |
0.12 |
|
|
$ |
0.73 |
|
|
$ |
(0.86 |
) |
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (diluted) |
|
|
145,380 |
|
|
|
99,269 |
|
|
|
121,991 |
|
|
|
99,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On July 1, 2008, the partners of AMB Partners II (previously, a consolidated
co-investment venture) contributed their interests in AMB Partners II to AMB Institutional Alliance
Fund III in exchange for interests in AMB Institutional Alliance Fund III, an unconsolidated
co-investment venture. Pro forma rental revenues for the three and six months ended June 30, 2008
would have been $141,235 and $281,806, respectively, and pro forma operating expenses for the three
and six months ended June 30,
2008 would have been $41,387 and $80,619, respectively, if AMB Partners II had been deconsolidated
as of January 1, 2008. |
|
(2) |
|
Includes changes in liabilities and assets associated with AMBs deferred
compensation plan for the three and six months ended June 30, 2009 of $5,462 and $4,179,
respectively. |
|
(3) |
|
Represents net income (loss) attributable to AMB Property Corporation, net of
preferred stock dividends, allocated to outstanding unvested restricted shares. For the three and
six months ended June 30, 2009, there were 930 unvested restricted shares outstanding. For the
three and six months ended June 30, 2008, there were 893 unvested restricted shares outstanding. |
|
|
|
|
|
|
|
|
Page 7 |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS(1)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income (loss) available to common stockholders |
|
$ |
17,162 |
|
|
$ |
72,401 |
|
|
$ |
(105,449 |
) |
|
$ |
111,029 |
|
Gains from sale or contribution of real estate interests, net of taxes |
|
|
(10,090 |
) |
|
|
( 1,159 |
) |
|
|
(28,704 |
) |
|
|
(22,514 |
) |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
38,724 |
|
|
|
39,730 |
|
|
|
80,460 |
|
|
|
80,214 |
|
Discontinued operations depreciation |
|
|
592 |
|
|
|
1,162 |
|
|
|
2,315 |
|
|
|
2,351 |
|
Non-real estate depreciation |
|
|
(1,953 |
) |
|
|
(2,155 |
) |
|
|
(4,090 |
) |
|
|
(3,789 |
) |
Adjustments to derive FFO from consolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint venture partners noncontrolling interests (Net income (loss) ) |
|
|
4,949 |
|
|
|
6,424 |
|
|
|
2,771 |
|
|
|
25,687 |
|
Limited partnership unitholders noncontrolling interests (Net income (loss) ) |
|
|
1,279 |
|
|
|
1,784 |
|
|
|
(4,041 |
) |
|
|
2,820 |
|
Limited partnership unitholders noncontrolling interests (Development profits) |
|
|
|
|
|
|
1,175 |
|
|
|
1,108 |
|
|
|
1,704 |
|
FFO attributable to noncontrolling interests |
|
|
(7,151 |
) |
|
|
(16,417 |
) |
|
|
(10,863 |
) |
|
|
(32,993 |
) |
Adjustments to derive FFO from unconsolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of net income |
|
|
(4,284 |
) |
|
|
(6,059 |
) |
|
|
(4,250 |
) |
|
|
(8,987 |
) |
AMBs share of FFO |
|
|
11,786 |
|
|
|
12,276 |
|
|
|
19,310 |
|
|
|
21,138 |
|
Allocation to participating securities(2) |
|
|
(66 |
) |
|
|
(335 |
) |
|
|
|
|
|
|
(596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
$ |
50,948 |
|
|
$ |
108,827 |
|
|
$ |
(51,433 |
) |
|
$ |
176,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share and unit (diluted) |
|
$ |
0.34 |
|
|
$ |
1.05 |
|
|
$ |
(0.41 |
) |
|
$ |
1.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
148,815 |
|
|
|
103,241 |
|
|
|
125,427 |
|
|
|
103,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for impairment and restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate impairment losses |
|
$ |
|
|
|
$ |
|
|
|
$ |
161,067 |
|
|
$ |
|
|
Discontinued operations real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
20,786 |
|
|
|
|
|
AMBs share of real estate impairment losses from unconsolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
4,611 |
|
|
|
|
|
Joint venture partners noncontrolling interest share of real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
(4,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of total impairment charges |
|
|
|
|
|
|
|
|
|
|
181,588 |
|
|
|
|
|
Restructuring charges |
|
|
3,824 |
|
|
|
|
|
|
|
3,824 |
|
|
|
|
|
Allocation to participating securities(2) |
|
|
(24 |
) |
|
|
|
|
|
|
(497 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations, excluding impairment and restructuring charges |
|
|
54,748 |
|
|
|
108,827 |
|
|
|
133,482 |
|
|
|
176,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO,
excluding impairment and restructuring charges per common share and unit (diluted) |
|
$ |
0.37 |
|
|
$ |
1.05 |
|
|
$ |
1.06 |
|
|
$ |
1.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
148,815 |
|
|
|
103,241 |
|
|
|
125,451 |
|
|
|
103,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Funds From Operations (FFO), Funds From Operations Per Share and Unit
(FFOPS) and FFO, excluding impairment and restructuring charges (together with FFO and FFOPS,
the FFO Measures). AMB believes that net income, as defined by U.S. GAAP, is the most
appropriate earnings measure. However, AMB considers funds from operations, or FFO, FFO per
share and unit, or FFOPS, and FFO, excluding impairment and restructuring charges, to be useful
supplemental measures of its operating performance . AMB defines FFOPS as FFO per fully diluted
weighted average share of AMBs common stock and operating partnership units. AMB calculates
FFO as net income available to common stockholders, calculated in accordance with U.S. GAAP,
less gains (or losses) from dispositions of real estate held for investment purposes and real
estate-related depreciation, and adjust ments to derive AMBs pro rata share of FFO of
consolidated and unconsolidated joint ventures. |
Unless stated otherwise, AMB includes the gains from development,
including those from value-added conversion projects, before depreciation recapture, as a component of FFO. AMB believes
that value-added conversion dispositions are in substance land sales and as such should be
included in FFO, consistent with the real estate investment trust industrys long standing
practice to include gains on the sale of land in FFO. However, AMBs interpretation of FFO or
FFOPS may not be consistent with the views of others in the real estate investment trust
industry, who may consider it to be a divergence from the NAREIT definition, and may not be
comparable to FFO or FFOPS reported by other real estate investment trusts that interpret the
current NAREIT definition differently than AMB does. In connection with the formation of a
joint venture, AMB may warehouse assets that are acquired with the intent to contribute these
assets to the newly formed venture. Some of the properties held for contribution may, under
certain circumstances, be required to be depreciated under U.S. GAAP. If this circumstance
arises, AMB intends to include in its calculation of FFO gains or losses related to the
contribution of previously depreciated real estate to joint ventures. Although such a change,
if instituted, will be a departure from the current NAREIT definition, AMB believes such
calculation of FFO will better reflect the value created as a result of the contributions. To
date, AMB has not included gains or losses from the contribution of previously depreciated
warehoused assets in FFO.
In addition to presenting FFO as described above, AMB presents FFO, excluding impairment and
restructuring charges. AMB calculates FFO, excluding impairment and restructuring charges, as
FFO less impairment and restructuring charges and adjustments to derive AMBs share of
impairment charges from consolidated and unconsolidated joint ventures. To the extent that the
book value of a land parcel or development asset exceeded the fair market value of a property,
based on its intended holding period, a non-cash impairment charge was recognized for the
shortfall. The impairment charges were principally a result of increases in estimated
capitalization rates and deterioration in market conditions that adversely impacted values.
The restructuring charges reflected costs associated with AMBs reduction in global headcount
and cost structure. Although difficult to predict, these charges may be recurring given the
uncertainty of the current economic climate and its adverse effects on the real estate
markets. While not infrequent or unusual in nature, these charges are subject to market
fluctuations that can have inconsistent effects on AMBs results of operations. The economics
underlying these charges reflect market conditions in the short-term but can obscure the value
of AMBs long-term investment decisions and strategies. Management believes FFO, excluding
impairment and restructuring charges, is significant and useful to both it and its investors
because
|
|
|
|
|
|
|
|
Page 8 |
it more appropriately reflects the value and strength of AMBs business model and its
potential performance isolated from the volatility of the current economic environment.
However, in addition to the limitations of FFO Measures generally discussed below, FFO,
excluding impairment and restructuring charges, does not present a comprehensive measure of
AMBs financial condition and operating performance. This measure is a modification of the
NAREIT definition of FFO and should not be considered a replacement of FFO as AMB defines it
or used as an alternative to net income or cash as defined by U.S. GAAP.
AMB believes that the FFO Measures are meaningful supplemental
measures of its operating performance because historical cost accounting for real estate assets in accordance with U.S. GAAP
implicitly assumes that the value of real estate assets diminishes predictably over time, as
reflected through depreciation and amortization expenses. However, since real estate values
have historically risen or fallen with market and other conditions, many industry investors
and analysts have considered presentation of operating results for real estate companies that
use historical cost accounting to be insufficient. Thus, the FFO Measures are supplemental
measures of operating performance for real estate investment trusts that exclude historical
cost depreciation and amortization, among other items, from net income available to common
stockholders, as defined by U.S. GAAP. AMB believes that the use of the FFO Measures, combined
with the required U.S. GAAP presentations, has been beneficial in improving the understanding
of operating results of real estate investment trusts among the investing public and making
comparisons of operating results among such
companies more meaningful. AMB considers the FFO Measures to be useful measures for reviewing
comparative operating and financial performance because, by excluding gains or losses related
to sales of previously depreciated operating real estate assets and real estate depreciation
and amortization, the FFO Measures can help the investing public compare the operating
performance of a companys real estate between periods or as compared to other companies. While
FFO and FFOPS are relevant and widely used measures of operating performance of real estate
investment trusts, the FFO Measures do not represent cash flow from operations or net income as
defined by U.S. GAAP and should not be considered as alternatives to those measures in
evaluating AMBs liquidity or operating performance. The FFO Measures also do not consider the
costs associated with capital expenditures related to AMBs real estate assets nor are the FFO
Measures necessarily indicative of cash available to fund AMBs future cash requirements.
Management compensates for the limitations of the FFO Measures by providing investors with
financial statements prepared according to U.S. GAAP, along with this detailed discussion of
the FFO Measures and a reconciliation of the FFO Measures to net income available to common
stockholders, a U.S. GAAP measurement.
See Consolidated Statements of Funds from Operations for a reconciliation of FFO
from net income available to common stockholders.
The following table reconciles projected FFO from projected net income available to
common stockholders for the year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
Low |
|
|
High |
|
Projected net loss available to common stockholders |
|
$ |
(0.68 |
) |
|
$ |
(0.64 |
) |
AMBs share of projected depreciation and amortization |
|
|
1.20 |
|
|
|
1.20 |
|
AMBs share of projected gains on disposition of operating properties
recognized to date |
|
|
(0.18 |
) |
|
|
(0.18 |
) |
Impact of additional dilutive securities, other, rounding |
|
|
(0.04 |
) |
|
|
(0.04 |
) |
|
|
|
|
|
|
|
Projected Funds From Operations (FFO) |
|
$ |
0.30 |
|
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
AMBs share of non-cash impairment charges |
|
|
1.32 |
|
|
|
1.32 |
|
Restructuring charges |
|
|
0.03 |
|
|
|
0.03 |
|
AMBs share of development gains recognized to date |
|
|
(0.24 |
) |
|
|
(0.24 |
) |
|
|
|
|
|
|
|
Projected FFO, excluding AMBs share of non-cash impairment
charges, restructuring charges and development gains(3) |
|
$ |
1.41 |
|
|
$ |
1.45 |
|
|
|
|
|
|
|
|
Amounts are expressed per share, except FFO and FFO, excluding AMBs share of non-cash
impairment charges, restructuring charge s and development gains, which is expressed per share
and unit.
|
|
|
(2) |
|
Represents amount of FFO allocated to outstanding unvested restricted shares.
For the three and six months ended June 30, 2009, there were 930 unvested restricted shares.
For the three and six months ended June 30, 2008, there were 893 unvested restricted shares. |
|
(3) |
|
As development gains are difficult to predict in the current economic
environment, management believes Projected FFO, excluding AMBs share of non-cash impairment
charges, restructuring charges and development gains is the more appropriate and useful measure to reflect its assessment of AMBs projected operating performance. |
|
|
|
|
|
|
|
|
Page 9 |
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2009 |
|
|
December 31, 2008 |
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
5,835,793 |
|
|
$ |
6,603,856 |
|
Accumulated depreciation and amortization |
|
|
(1,014,490 |
) |
|
|
(970,737 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
4,821,303 |
|
|
|
5,633,119 |
|
Investments in unconsolidated joint ventures |
|
|
434,008 |
|
|
|
431,322 |
|
Properties held for sale or contribution, net |
|
|
1,072,543 |
|
|
|
609,023 |
|
|
|
|
|
|
|
|
Net investments in real estate |
|
|
6,327,854 |
|
|
|
6,673,464 |
|
Cash and cash equivalents and restricted cash |
|
|
209,345 |
|
|
|
251,231 |
|
Accounts receivable, net |
|
|
142,288 |
|
|
|
160,528 |
|
Other assets |
|
|
205,761 |
|
|
|
216,425 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,885,248 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Secured debt |
|
$ |
1,383,862 |
|
|
$ |
1,522,571 |
|
Unsecured senior debt |
|
|
871,369 |
|
|
|
1,153,926 |
|
Unsecured credit facilities |
|
|
594,942 |
|
|
|
920,850 |
|
Other debt |
|
|
392,113 |
|
|
|
392,838 |
|
Accounts payable and other liabilities |
|
|
351,049 |
|
|
|
345,259 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,593,335 |
|
|
|
4,335,444 |
|
Equity |
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Common equity |
|
|
2,647,890 |
|
|
|
2,291,695 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,412 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,871,302 |
|
|
|
2,515,107 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
Joint venture partners |
|
|
280,714 |
|
|
|
293,367 |
|
Preferred unitholders |
|
|
77,561 |
|
|
|
77,561 |
|
Limited partnership unitholders |
|
|
62,336 |
|
|
|
80,169 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
420,611 |
|
|
|
451,097 |
|
|
|
|
|
|
|
|
Total equity |
|
|
3,291,913 |
|
|
|
2,966,204 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
6,885,248 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|