Exhibit 99.1
AMB PROPERTY CORPORATION® ANNOUNCES THIRD QUARTER 2009 RESULTS
SAN FRANCISCO, October 21, 2009 AMB Property Corporation® (NYSE: AMB), a leading
owner, operator and developer of industrial real estate, today reported results for the third
quarter 2009. Funds from operations per fully diluted share and unit (FFOPS) was $0.71 for the
third quarter of 2009, as compared to $0.69 for the same quarter in 2008, driven primarily by
increased development gains and lower general and administrative expenses.
Net income available to common stockholders per fully diluted share (EPS) for the third quarter
of 2009 was $0.43, as compared to $0.24 for the same quarter in 2008.
Owned and Managed Portfolio Operating Results
AMBs operating portfolio was 91.0 percent occupied at September 30, 2009, up 50 basis points from
June 30, 2009. Average occupancy during the quarter was 90.4 percent, compared to 95.3 percent for
the same period in 2008. Cash basis same store net operating income (SS NOI), without the effects
of lease termination fees, decreased 7.0 percent in the third quarter from the comparable period,
driven primarily by a combination of lower than average same store occupancies and rent changes on
rollovers. For the trailing four quarters ended September 30, 2009, average rent change on renewals
and rollovers in AMBs operating portfolio decreased 3.9 percent.
Leasing Activity
During the third quarter of 2009, the company commenced leases of approximately 9.9 million square
feet (915,300 square meters) in its global operating portfolio. In its development pipeline, the
company leased more than 935,000 square feet (approximately 86,900 square meters).
Disposition Activities
As of September 30, 2009, the company has completed property dispositions and contributions of $670
million, with a stabilized capitalization rate of 6.7 percent.
During the third quarter, the company completed dispositions totaling $209 million, with gains of
approximately $60 million and a 6.2 percent capitalization rate, consisting of the following:
|
|
The sale of three development and value-added conversion properties in the Americas for an
aggregate price of $145 million and an average margin of 46.9 percent; |
|
|
|
The sale of four properties from its U.S. operating portfolio for an aggregate sales price
of $32 million; and |
Pier 1, Bay 1 San Francisco, California 94111 United States Main + 1 415 394 9000 Fax + 1 415 394 9001
|
|
|
|
|
Page 2 |
|
|
|
|
|
The transfer of two assets to AMB Alliance Fund III in exchange for additional units equal
to the fair value of the assets, for an aggregate price of $33 million, increasing its
ownership interest in the fund to 22.7 percent from 19.3 percent. |
We have addressed two of the companys main priorities: strengthening our balance sheet and
reducing our cost structure. The improvements and progress we have made in our business, over the
last nine months, have allowed us to successfully navigate the downturn, said Hamid R. Moghadam,
chairman & CEO. We are now working on a number of initiatives to take advantage of opportunities
as the global economy rebounds.
Financing Activities
For the nine months ending September 30, 2009, AMB has completed approximately $1.1 billion of debt
repayments, repurchases and extensions, with approximately $122 million during the third quarter.
As of September 30, 2009, the companys share of total debt to share of total assets was 43
percent, which includes its share of joint venture debt. The companys liquidity was approximately
$1.3 billion, consisting of $1.1 billion of availability on its lines of credit and approximately
$201 million of cash.
Subsequent to quarter end and as previously announced, AMB refinanced its $325 million senior
unsecured term loan facility, which was set to mature in September 2010, upsizing it to a $345
million facility, maturing October 2012. The facility now includes Euro and Yen tranches and
carries a current interest rate of 275 basis points over the applicable LIBOR index.
The lending environment has improved for stronger and more liquid borrowers, which has been an
advantage to us given our solid balance sheet, liquidity position and lender relationships, said
Thomas S. Olinger, AMBs chief financial officer. We remain very well-positioned to address our
financial obligations well in advance of their contractual maturities.
Investment Activity
AMBs global development pipeline at quarter end, which included investments held through
unconsolidated joint ventures, totaled more than 6.8 million square feet (635,900 square meters)
scheduled for delivery through 2010, with an estimated total investment cost of $547 million. As of
September 30, 2009, the companys share of the projected remaining cash to fund the completion of
its development pipeline was reduced to $54 million.
FFO Guidance
The company narrowed and increased its previous full-year 2009 FFO guidance to $1.45 to $1.46 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 $0.29 to $0.30 per share. The
company will provide details of its outlook for 2010 guidance during its third quarter earnings
conference call.
|
|
|
|
|
Page 3 |
|
|
|
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 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
|
|
|
|
|
Page 4 |
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 (dollars in thousands) and published in AMBs quarterly supplemental analyst package, available on AMBs
website at www.amb.com.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended |
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income (loss) |
|
$ |
76,464 |
|
|
$ |
34,737 |
|
|
$ |
(17,858 |
) |
|
$ |
192,502 |
|
Private capital income |
|
|
(7,886 |
) |
|
|
(9,502 |
) |
|
|
(27,376 |
) |
|
|
(60,838 |
) |
Depreciation and amortization |
|
|
47,166 |
|
|
|
45,799 |
|
|
|
128,133 |
|
|
|
126,001 |
|
Real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
174,410 |
|
|
|
|
|
General and administrative and fund
costs |
|
|
27,396 |
|
|
|
34,725 |
|
|
|
84,660 |
|
|
|
104,242 |
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
3,824 |
|
|
|
|
|
Total other income and expenses |
|
|
22,486 |
|
|
|
3,055 |
|
|
|
50,402 |
|
|
|
(11,602 |
) |
Total discontinued operations |
|
|
(62,598 |
) |
|
|
(3,028 |
) |
|
|
(91,781 |
) |
|
|
(11,097 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI |
|
|
103,028 |
|
|
|
105,786 |
|
|
|
304,414 |
|
|
|
339,208 |
|
Less non same-store NOI |
|
|
(20,876 |
) |
|
|
(18,712 |
) |
|
|
(53,305 |
) |
|
|
(78,851 |
) |
Less non cash adjustments(1) |
|
|
(43 |
) |
|
|
(374 |
) |
|
|
855 |
|
|
|
(2,161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash-basis same-store NOI |
|
$ |
82,109 |
|
|
$ |
86,700 |
|
|
$ |
251,964 |
|
|
$ |
258,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
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 third quarter 2009 results on Wednesday, October
21, 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 877 447 8218 (from the U.S. and Canada) or +1 706 643
7823 (from all other countries) and using reservation code 32466317. 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 3:00
PM EDT / 12:00 PM PDT on Wednesday, October 21, 2009 until 8:00 PM EST / 5:00 PM PST on Friday,
November 20, 2009 at 800 642 1687 (from the U.S. and Canada) or +1 706 645 9291 (from all other
countries), with the reservation code 32466317.
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 September 30, 2009, AMB owned, or had investments in, on a consolidated basis or through
unconsolidated joint ventures, properties and development projects expected to total approximately
156.1 million square feet (14.5 million square meters) in 47 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®
|
|
|
|
|
Page 5 |
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, our ability to meet our forecasts (including our FFO, EPS and operating
guidance) and business goals, and our ability to complete current initiatives and take advantage of
opportunities, 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
|
|
|
|
|
Tracy A. Ward
|
|
Rachel E. M. Bennett |
|
|
Vice President, IR & Corporate Communications
|
|
Director, Media & Public Relations |
|
|
Direct +1 415 733 9565
|
|
Direct +1 415 733 9532 |
|
|
Email tward@amb.com
|
|
Email rbennett@amb.com
|
|
|
|
|
|
|
|
Page 6 |
CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues(1) |
|
$ |
149,649 |
|
|
$ |
148,975 |
|
|
$ |
443,852 |
|
|
$ |
474,440 |
|
Private capital revenues |
|
|
7,886 |
|
|
|
9,502 |
|
|
|
27,376 |
|
|
|
60,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
157,535 |
|
|
|
158,477 |
|
|
|
471,228 |
|
|
|
535,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating costs(1) |
|
|
(46,621 |
) |
|
|
(43,189 |
) |
|
|
(139,438 |
) |
|
|
(135,232 |
) |
Depreciation and amortization |
|
|
(47,166 |
) |
|
|
(45,799 |
) |
|
|
(128,133 |
) |
|
|
(126,001 |
) |
General and administrative |
|
|
(27,156 |
) |
|
|
(34,413 |
) |
|
|
(83,836 |
) |
|
|
(103,323 |
) |
Restructuring charges |
|
|
|
|
|
|
|
|
|
|
(3,824 |
) |
|
|
|
|
Fund costs |
|
|
(240 |
) |
|
|
(312 |
) |
|
|
(824 |
) |
|
|
(919 |
) |
Real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
(174,410 |
) |
|
|
|
|
Other expenses(2) |
|
|
(3,049 |
) |
|
|
1,088 |
|
|
|
(8,070 |
) |
|
|
1,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
(124,232 |
) |
|
|
(122,625 |
) |
|
|
(538,535 |
) |
|
|
(363,549 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development profits, net of taxes |
|
|
1,220 |
|
|
|
28,026 |
|
|
|
34,506 |
|
|
|
76,248 |
|
Gains from sale or contribution of real estate
interests, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,967 |
|
Equity in earnings of unconsolidated joint ventures,
net |
|
|
3,257 |
|
|
|
5,372 |
|
|
|
7,507 |
|
|
|
14,359 |
|
Other income (expenses) (2) |
|
|
4,941 |
|
|
|
(4,238 |
) |
|
|
6,498 |
|
|
|
(63 |
) |
Interest expense, including amortization |
|
|
(28,855 |
) |
|
|
(33,303 |
) |
|
|
(90,843 |
) |
|
|
(100,835 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and expenses, net |
|
|
(19,437 |
) |
|
|
(4,143 |
) |
|
|
(42,332 |
) |
|
|
9,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
13,866 |
|
|
|
31,709 |
|
|
|
(109,639 |
) |
|
|
181,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
Income attributable to discontinued operations |
|
|
1,162 |
|
|
|
3,040 |
|
|
|
1,641 |
|
|
|
8,232 |
|
Development gains, net of taxes |
|
|
53,002 |
|
|
|
|
|
|
|
53,002 |
|
|
|
|
|
Gains from sale of real estate interests, net of taxes |
|
|
8,434 |
|
|
|
(12 |
) |
|
|
37,138 |
|
|
|
2,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations |
|
|
62,598 |
|
|
|
3,028 |
|
|
|
91,781 |
|
|
|
11,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
76,464 |
|
|
|
34,737 |
|
|
|
(17,858 |
) |
|
|
192,502 |
|
Noncontrolling interests share of net income
|
Joint venture partners share of net income |
|
|
(6,058 |
) |
|
|
(4,194 |
) |
|
|
(8,829 |
) |
|
|
(29,881 |
) |
Joint venture partners and limited partnership
unitholders share of
development profits |
|
|
(1,388 |
) |
|
|
(1,090 |
) |
|
|
(2,445 |
) |
|
|
(7,204 |
) |
Preferred unitholders |
|
|
(1,431 |
) |
|
|
(1,431 |
) |
|
|
(4,295 |
) |
|
|
(4,295 |
) |
Limited partnership unitholders |
|
|
(447 |
) |
|
|
129 |
|
|
|
3,543 |
|
|
|
(3,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncontrolling interests share of net
income |
|
|
(9,324 |
) |
|
|
(6,586 |
) |
|
|
(12,026 |
) |
|
|
(44,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to AMB
Property Corporation |
|
|
67,140 |
|
|
|
28,151 |
|
|
|
(29,884 |
) |
|
|
148,102 |
|
Preferred stock dividends |
|
|
(3,952 |
) |
|
|
(3,952 |
) |
|
|
(11,856 |
) |
|
|
(11,856 |
) |
Allocation to participating securities(3) |
|
|
(398 |
) |
|
|
(471 |
) |
|
|
(773 |
) |
|
|
(1,412 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders |
|
$ |
62,790 |
|
|
$ |
23,728 |
|
|
$ |
(42,513 |
) |
|
$ |
134,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share (diluted) |
|
$ |
0.43 |
|
|
$ |
0.24 |
|
|
$ |
(0.33 |
) |
|
$ |
1.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (diluted) |
|
|
145,659 |
|
|
|
98,832 |
|
|
|
129,860 |
|
|
|
99,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 nine months ended September 30, 2008 would
have been $435,053, and pro forma operating expenses for the nine months ended September 30, 2008
would have been $125,195, 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 nine months ended September 30, 2009 of $2,675 and $6,854,
respectively. |
|
(3) |
|
Represents net income attributable to AMB Property Corporation, net of
preferred stock dividends, allocated to outstanding unvested restricted shares. For the three and
nine months ended September 30, 2009, there were 920 unvested restricted shares outstanding. For
the three and nine months ended September 30, 2008, there were 905 unvested restricted shares
outstanding. |
|
|
|
|
|
|
|
|
Page 7 |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS(1)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income (loss) available to common stockholders |
|
$ |
62,790 |
|
|
$ |
23,728 |
|
|
$ |
(42,513 |
) |
|
$ |
134,834 |
|
Gains from sale or contribution of real estate interests, net of taxes |
|
|
(8,434 |
) |
|
|
12 |
|
|
|
(37,138 |
) |
|
|
(22,832 |
) |
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
47,166 |
|
|
|
45,799 |
|
|
|
128,133 |
|
|
|
126,001 |
|
Discontinued operations depreciation |
|
|
69 |
|
|
|
1,190 |
|
|
|
1,877 |
|
|
|
3,553 |
|
Non-real estate depreciation |
|
|
(1,927 |
) |
|
|
(1,997 |
) |
|
|
(6,017 |
) |
|
|
(5,786 |
) |
Adjustments to derive FFO from consolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint venture partners noncontrolling interests (Net income) |
|
|
6,058 |
|
|
|
4,194 |
|
|
|
8,829 |
|
|
|
29,881 |
|
Limited partnership unitholders noncontrolling interests (Net income (loss)) |
|
|
447 |
|
|
|
(129 |
) |
|
|
(3,543 |
) |
|
|
3,020 |
|
Limited partnership unitholders noncontrolling interests (Development profits) |
|
|
1,388 |
|
|
|
1,090 |
|
|
|
2,445 |
|
|
|
2,795 |
|
FFO attributable to noncontrolling interests |
|
|
(8,587 |
) |
|
|
(8,819 |
) |
|
|
(19,450 |
) |
|
|
(41,812 |
) |
Adjustments to derive FFO from unconsolidated joint ventures
AMBs share of net income |
|
|
(3,257 |
) |
|
|
(5,372 |
) |
|
|
(7,507 |
) |
|
|
(14,359 |
) |
AMBs share of FFO |
|
|
11,079 |
|
|
|
11,589 |
|
|
|
30,389 |
|
|
|
32,727 |
|
Allocation to participating securities(2) |
|
|
(271 |
) |
|
|
(173 |
) |
|
|
|
|
|
|
(886 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
$ |
106,521 |
|
|
$ |
71,112 |
|
|
$ |
55,505 |
|
|
$ |
247,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share and unit (diluted) |
|
$ |
0.71 |
|
|
$ |
0.69 |
|
|
$ |
0.42 |
|
|
$ |
2.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
149,088 |
|
|
|
102,802 |
|
|
|
133,351 |
|
|
|
103,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for impairment and restructuring charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate impairment losses |
|
$ |
|
|
|
$ |
|
|
|
$ |
174,410 |
|
|
$ |
|
|
Discontinued operations real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
7,443 |
|
|
|
|
|
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(1) |
|
|
|
|
|
|
|
|
|
|
181,588 |
|
|
|
|
|
Restructuring charges(1) |
|
|
|
|
|
|
|
|
|
|
3,824 |
|
|
|
|
|
Allocation to participating securities(2) |
|
|
|
|
|
|
|
|
|
|
(928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations, excluding impairment and restructuring charges |
|
$ |
106,521 |
|
|
$ |
71,112 |
|
|
$ |
239,989 |
|
|
$ |
247,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO, excluding impairment and restructuring charges per common share and unit (diluted) |
|
$ |
0.71 |
|
|
$ |
0.69 |
|
|
$ |
1.80 |
|
|
$ |
2.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
149,088 |
|
|
|
102,802 |
|
|
|
133,351 |
|
|
|
103,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 adjustments 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 gains from
development should be included in FFO to more completely reflect the performance of one of our
lines of business. 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.
|
|
|
|
|
Page 8 |
Management believes FFO, excluding impairment and restructuring charges, is significant and useful
to both it and its investors because 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) income available to common stockholders |
|
$ |
(0.30 |
) |
|
$ |
(0.29 |
) |
AMBs share of projected depreciation and amortization |
|
|
1.30 |
|
|
|
1.30 |
|
AMBs share of projected gains on disposition of operating properties
recognized to date |
|
|
(0.23 |
) |
|
|
(0.23 |
) |
Impact of additional dilutive securities, other, rounding |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
Projected Funds From Operations (FFO) |
|
$ |
0.74 |
|
|
$ |
0.75 |
|
|
|
|
|
|
|
|
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 |
|
|
(0.64 |
) |
|
|
(0.64 |
) |
|
|
|
|
|
|
|
Projected FFO, excluding AMBs share of non-cash impairment
charges, restructuring charges and development gains(3) |
|
$ |
1.45 |
|
|
$ |
1.46 |
|
|
|
|
|
|
|
|
Amounts are expressed per share, except FFO and FFO, excluding AMBs share of non-cash impairment
charges, restructuring charges 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 nine months ended September 30, 2009, there were 920 unvested restricted shares. For
the three and nine months ended September 30, 2008, there were 905 unvested restricted shares.
|
|
|
|
|
|
Page 9 |
|
|
|
|
|
|
(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. |
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
6,584,837 |
|
|
$ |
6,603,856 |
|
Accumulated depreciation and amortization |
|
|
(1,062,681 |
) |
|
|
(970,737 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
5,522,156 |
|
|
|
5,633,119 |
|
Investments in unconsolidated joint ventures |
|
|
459,612 |
|
|
|
431,322 |
|
Properties held for sale or contribution, net |
|
|
348,349 |
|
|
|
609,023 |
|
|
|
|
|
|
|
|
Net investments in real estate |
|
|
6,330,117 |
|
|
|
6,673,464 |
|
Cash and cash equivalents and restricted cash |
|
|
200,696 |
|
|
|
251,231 |
|
Accounts receivable, net |
|
|
135,164 |
|
|
|
160,528 |
|
Other assets |
|
|
207,289 |
|
|
|
216,425 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,873,266 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Secured debt |
|
$ |
1,398,212 |
|
|
$ |
1,522,571 |
|
Unsecured senior debt |
|
|
871,379 |
|
|
|
1,153,926 |
|
Unsecured credit facilities |
|
|
510,951 |
|
|
|
920,850 |
|
Other debt |
|
|
391,459 |
|
|
|
392,838 |
|
Accounts payable and other liabilities |
|
|
351,085 |
|
|
|
345,259 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,523,086 |
|
|
|
4,335,444 |
|
Equity |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common equity |
|
|
2,701,631 |
|
|
|
2,291,695 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,412 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,925,043 |
|
|
|
2,515,107 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
Joint venture partners |
|
|
285,108 |
|
|
|
293,367 |
|
Preferred unitholders |
|
|
77,561 |
|
|
|
77,561 |
|
Limited partnership unitholders |
|
|
62,468 |
|
|
|
80,169 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
425,137 |
|
|
|
451,097 |
|
|
|
|
|
|
|
|
Total equity |
|
|
3,350,180 |
|
|
|
2,966,204 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
6,873,266 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|