U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 2, 2010
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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001-13545
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94-3281941 |
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(State or other jurisdiction of
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(Commission file number)
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(I.R.S. employer identification |
incorporation)
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number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrants telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 2, 2010, we issued a press release entitled AMB Property Corporation Announces Fourth
Quarter and Full Year 2009 Results, which sets forth disclosure regarding our results of operation
for the fourth quarter and full year 2009. A copy of the press release is attached hereto as
Exhibit 99.1. This section and the attached exhibit are provided under Item 2.02 of Form 8-K and
are furnished to, but not filed with, the U.S. Securities and Exchange Commission.
ITEM 8.01 OTHER EVENTS.
On February 2, 2010, we, an owner, operator and developer of global industrial real
estate, reported results for the fourth quarter and full year 2009. Funds from
operations per fully diluted share and unit was $0.29 for the fourth quarter of 2009 and
$0.72 for the full year 2009 compared to $(1.68) and $0.77 for the same periods
in 2008. Excluding the impact of early debt extinguishment costs, preferred unit redemption
discount and restructuring charges, funds from operations, as adjusted, would have been $0.32 for
the fourth quarter, and $2.09 for full year 2009, which also excludes the impact of impairments
recognized in the first quarter.
Net income (loss) available to common stockholders per fully diluted share for the fourth
quarter of 2009 was $(0.05), as compared to $(2.06) for the same quarter in 2008. Net income (loss)
available to common stockholders per fully diluted share for the full year 2009 was $(0.37),
as compared to $(0.68) for 2008. The loss in 2009 was primarily due to impairment charges that we
incurred in the first quarter.
Owned and Managed Portfolio Operating Results
Our operating results were in line with expectations for the fourth quarter and full year 2009.
Our operating portfolio was 91.2 percent occupied at December 31, 2009, up 20 basis points from
September 30, 2009. Average occupancy during the quarter was 90.7 percent, up 30 basis points
from the previous quarter. Cash-basis same store net operating income, without the
effects of lease termination fees, decreased 7.3 percent in the fourth quarter and 4.5 percent for
the full year from comparable periods, driven primarily by lower than average same store
occupancies. For the trailing four quarters ended December 31, 2009, average rent change on
renewals and rollovers in our operating portfolio decreased 6.9 percent.
Leasing Activity
We leased a total of 7.8 million square feet (719,900 square meters) in our operating
portfolio in the fourth quarter and 29.0 million square feet (2.7 million square meters) in the
full year 2009. In our development portfolio, we reduced vacancy by 2.5 million square feet
(233,600 square meters) in the fourth quarter and 4.9 million square feet (455,300 square meters)
in the full year 2009.
Disposition Activity
During the fourth quarter, we completed dispositions totaling $93 million, with gains of
approximately $2 million and an 8.2 percent stabilized capitalization rate, consisting of the
following:
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The sale of eight development and value-added conversion properties in the
Americas and Europe, including a land parcel, for an aggregate price of $70 million; and |
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The sale of four properties from our U.S. operating portfolio for an aggregate
price of $23 million. |
For the year ended December 31, 2009, we completed property dispositions and contributions totaling
$763 million, with a stabilized capitalization rate of 6.8 percent.
Financing Activities
We completed more than $1.6 billion of debt repayments, repurchases and extensions during the
fourth quarter and $2.7 billion for the full year 2009. The net result of these transactions
further improved and extended the weighted average remaining life of over 25 percent of our debt to
more than five and a half years at an average interest rate of 4.9 percent without effectively
increasing our total indebtedness. As of December 31, 2009, our share of total debt to share of
total assets was 43.6 percent, which includes our share of joint venture debt.
Our liquidity was $1.4 billion, consisting of $1.2 billion of availability on our lines of credit
and more than $200 million of cash, cash equivalents and restricted cash. We will continue to look
for opportunities to further term out our maturities and progress towards our long-term leverage
goals.
Investment Activity
Subsequent to quarter end, we invested $150 million into our core open-end funds, consisting
of $100 million in AMB Alliance Fund III and $50 million in AMB Europe Fund I. AMB Alliance Fund
III received $50 million in third-party equity, subsequent to quarter end. We expect AMB
Alliance Fund III and AMB Europe Fund I to reinstate their investor distributions
beginning in the first quarter.
SUPPLEMENTAL EARNINGS MEASURES
Included in the footnotes to our attached financial statements is a discussion of why
management believes FFO, FFOPS and FFO, as adjusted (the FFO Measures) are useful supplemental
measures of operating performance, ways in which investors might use the FFO Measures when
assessing our 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.
We define net operating income, or 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. We believe 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 our 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 our operating performance with that of other companies. Real estate
impairment losses have been excluded in deriving NOI because we do not consider our impairment
losses to be a property operating expense. We believe 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 our assets but do not reflect the current operating performance of the
assets with respect to their revenues or expenses. Our 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 our real estate operations and should be excluded from our
calculation of NOI.
We consider cash-basis same store net operating income, or SS NOI, to be a useful supplemental
measure of our operating performance for properties that are considered part of the same store
pool. We define 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. We consider 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, we
believe that SS NOI helps investors compare the operating performance of our 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, our
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).
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For the Quarters Ended |
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For the Years Ended |
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December 31, |
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December 31, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net loss |
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$ |
(10,102 |
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$ |
(199,262 |
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$ |
(27,960 |
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$ |
(6,750 |
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Private capital income |
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(10,503 |
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(7,632 |
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(37,879 |
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(68,470 |
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Depreciation and amortization |
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51,869 |
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38,233 |
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179,894 |
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164,188 |
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Real estate impairment losses |
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183,754 |
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174,410 |
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183,754 |
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General and administrative and fund costs |
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31,369 |
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40,802 |
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116,315 |
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145,040 |
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Restructuring charges |
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2,544 |
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12,306 |
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6,368 |
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12,306 |
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Total other income and expenses |
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39,610 |
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31,815 |
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90,484 |
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20,213 |
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Total discontinued operations |
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(1,753 |
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7,277 |
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(94,725 |
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(4,558 |
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NOI |
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103,034 |
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107,293 |
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406,907 |
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445,723 |
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Less non same-store NOI |
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(23,937 |
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(17,385 |
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(77,719 |
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(96,766 |
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Less non cash adjustments(1) |
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(1,379 |
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1,215 |
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(398 |
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(891 |
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Cash-basis same-store NOI |
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$ |
77,718 |
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$ |
91,123 |
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$ |
328,790 |
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$ |
348,066 |
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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
(dollars in thousands). |
Owned and managed is defined by us as assets in which we have at least a
10 percent ownership interest, we are the property or asset manager, and which we currently intend to
hold for the long-term.
We are an owner, operator and developer of industrial real estate, focused on major hub and gateway
distribution markets in the Americas, Europe and Asia.
As of December 31, 2009, we owned, or had investments in, on a consolidated basis or
through unconsolidated joint ventures, properties and development projects expected to total
approximately 155.1 million square feet (14.4 million square meters) in 47 markets within 14
countries. We invest in properties located predominantly in the infill submarkets of our targeted
markets. Our portfolio is comprised of High Throughput Distribution®
facilitiesindustrial properties built for speed and located near airports, seaports and ground
transportation systems.
Forward looking statements
Some of the information included in this report 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), if and when our funds will
reinstate investor distributions, our ability to address our future capital commitments, our
ability to meet our business goals,
customer and investor interest, a strengthening economy, cap rate
stabilization, and our ability to complete
current initiatives, take advantage of opportunities, maintain a solid financial position, term out
our maturities and progress toward our leverage goals, 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 report 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 and our quarterly reports on Form 10-Q for
the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009.
CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(in thousands, except per share data)
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For the Quarters ended |
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For the Years ended |
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December 31, |
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December 31, |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenues |
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Rental revenues(1) |
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$ |
152,899 |
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$ |
151,606 |
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$ |
595,963 |
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$ |
625,093 |
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Private capital revenues |
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10,503 |
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7,632 |
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37,879 |
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68,470 |
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Total revenues |
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163,402 |
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159,238 |
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633,842 |
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693,563 |
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Costs and expenses |
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Property operating costs(1) |
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(49,865 |
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(44,313 |
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(189,056 |
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(179,370 |
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Depreciation and amortization |
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(51,869 |
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(38,233 |
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(179,894 |
) |
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(164,188 |
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General and administrative |
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(31,131 |
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(40,643 |
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(115,253 |
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(143,962 |
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Restructuring charges |
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(2,544 |
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(12,306 |
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(6,368 |
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(12,306 |
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Fund costs |
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(238 |
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(159 |
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(1,062 |
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(1,078 |
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Real estate impairment losses |
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(183,754 |
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(174,410 |
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(183,754 |
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Other expenses(2) |
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(2,176 |
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(2,446 |
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(10,247 |
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(520 |
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Total costs and expenses |
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(137,823 |
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(321,854 |
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(676,290 |
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(685,178 |
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Other income and expenses |
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Development profits, net of taxes |
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1,368 |
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4,836 |
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35,874 |
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81,084 |
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Gains from sale or contribution of real estate interests, net |
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19,967 |
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Equity in earnings of unconsolidated joint ventures, net |
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3,824 |
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2,762 |
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11,331 |
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17,121 |
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Other (expenses) income(2) |
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(222 |
) |
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(3,061 |
) |
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6,284 |
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(3,124 |
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Interest expense, including amortization |
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(30,790 |
) |
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(33,775 |
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(121,459 |
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(133,955 |
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Loss on early extinguishment of debt |
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(11,614 |
) |
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(131 |
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(12,267 |
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(786 |
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Total other income and expenses, net |
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(37,434 |
) |
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(29,369 |
) |
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(80,237 |
) |
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(19,693 |
) |
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Loss from continuing operations |
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(11,855 |
) |
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(191,985 |
) |
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(122,685 |
) |
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(11,308 |
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Discontinued operations |
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Income attributable to discontinued operations |
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|
173 |
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(6,996 |
) |
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|
3,005 |
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|
1,964 |
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Development profits, net of taxes |
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53,002 |
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Gains (losses) from sale of real estate interests, net of taxes |
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|
1,580 |
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(281 |
) |
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|
38,718 |
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|
2,594 |
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Total discontinued operations |
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1,753 |
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|
|
(7,277 |
) |
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|
94,725 |
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4,558 |
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Net loss |
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(10,102 |
) |
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|
(199,262 |
) |
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(27,960 |
) |
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(6,750 |
) |
Noncontrolling interests share of net (income) loss |
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Joint venture partners share of net income |
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(2,234 |
) |
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(2,954 |
) |
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(11,063 |
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(32,855 |
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Joint venture partners and limited partnership unitholders share of development profits |
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(942 |
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(1,924 |
) |
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(3,308 |
) |
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(9,041 |
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Preferred unitholders |
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(1,432 |
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(4,295 |
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(5,727 |
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Limited partnership unitholders |
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161 |
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8,160 |
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3,625 |
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5,063 |
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Total noncontrolling interests share of net (income) loss |
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(3,015 |
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1,850 |
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(15,041 |
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(42,560 |
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Net loss attributable to AMB Property Corporation |
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(13,117 |
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(197,412 |
) |
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(43,001 |
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(49,310 |
) |
Preferred stock dividends |
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(3,950 |
) |
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(3,950 |
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(15,806 |
) |
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(15,806 |
) |
Preferred unit redemption discount |
|
|
9,759 |
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|
9,759 |
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Allocation to participating securities(3) |
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(257 |
) |
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|
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(1,029 |
) |
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(1,335 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common stockholders |
|
$ |
(7,565 |
) |
|
$ |
(201,362 |
) |
|
$ |
(50,077 |
) |
|
$ |
(66,451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share (diluted) |
|
$ |
(0.05 |
) |
|
$ |
(2.06 |
) |
|
$ |
(0.37 |
) |
|
$ |
(0.68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (diluted) |
|
|
147,047 |
|
|
|
97,584 |
|
|
|
134,321 |
|
|
|
97,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 year ended December 31, 2008 would have
been $585,706 and proforma operating expenses for the year ended December 31, 2008 would have been
$169,333 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 twelve months ended December 31, 2009 of $969 and $7,823,
respectively, and for the three and twelve months ended December 31, 2008 of $(4,460) and $(7,828),
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 twelve
months ended December 31, 2009, there were 919 unvested restricted shares outstanding. For the
three and twelve months ended December 31, 2008, there were 856 unvested restricted shares
outstanding. |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS(1)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended December 31, |
|
|
For the Years Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net loss available to common stockholders |
|
$ |
(7,565 |
) |
|
$ |
(201,362 |
) |
|
$ |
(50,077 |
) |
|
$ |
(66,451 |
) |
(Gains) losses from sale or contribution of real estate interests, net of taxes |
|
|
(1,580 |
) |
|
|
281 |
|
|
|
(38,718 |
) |
|
|
(22,561 |
) |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
51,869 |
|
|
|
38,233 |
|
|
|
179,894 |
|
|
|
164,188 |
|
Discontinued operations depreciation |
|
|
57 |
|
|
|
1,412 |
|
|
|
2,042 |
|
|
|
5,011 |
|
Non-real estate depreciation |
|
|
(2,576 |
) |
|
|
(1,484 |
) |
|
|
(8,593 |
) |
|
|
(7,270 |
) |
Adjustments to derive FFO from consolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint venture partners noncontrolling interests (Net income) |
|
|
2,234 |
|
|
|
2,954 |
|
|
|
11,063 |
|
|
|
32,855 |
|
Limited partnership unitholders noncontrolling interests (Net loss) |
|
|
(161 |
) |
|
|
(8,160 |
) |
|
|
(3,625 |
) |
|
|
(5,063 |
) |
Limited partnership unitholders noncontrolling interests (Development profits) |
|
|
11 |
|
|
|
114 |
|
|
|
2,377 |
|
|
|
2,822 |
|
FFO attributable to noncontrolling interests |
|
|
(7,245 |
) |
|
|
(9,036 |
) |
|
|
(26,695 |
) |
|
|
(49,957 |
) |
Adjustments to derive FFO from unconsolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of net income |
|
|
(3,824 |
) |
|
|
(2,762 |
) |
|
|
(11,331 |
) |
|
|
(17,121 |
) |
AMBs share of FFO |
|
|
12,549 |
|
|
|
10,015 |
|
|
|
42,938 |
|
|
|
42,742 |
|
Allocation to participating securities(2) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
$ |
43,759 |
|
|
$ |
(169,795 |
) |
|
$ |
99,275 |
|
|
$ |
79,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share and unit (diluted) |
|
$ |
0.29 |
|
|
$ |
(1.68 |
) |
|
$ |
0.72 |
|
|
$ |
0.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
150,993 |
|
|
|
101,102 |
|
|
|
137,904 |
|
|
|
102,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for impairment charges, restructuring charges, preferred unit
redemption discount and debt extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate impairment losses |
|
$ |
|
|
|
$ |
183,754 |
|
|
$ |
174,410 |
|
|
$ |
183,754 |
|
Discontinued operations real estate impairment losses |
|
|
|
|
|
|
10,164 |
|
|
|
7,443 |
|
|
|
10,164 |
|
Pursuit costs and tax reserve |
|
|
|
|
|
|
11,834 |
|
|
|
|
|
|
|
11,834 |
|
AMBs share of real estate impairment losses from unconsolidated joint ventures |
|
|
|
|
|
|
1,847 |
|
|
|
4,611 |
|
|
|
1,847 |
|
Joint venture partners noncontrolling interest share of real estate impairment losses |
|
|
|
|
|
|
(424 |
) |
|
|
(4,876 |
) |
|
|
(424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of total impairment charges(1) |
|
|
|
|
|
|
207,175 |
|
|
|
181,588 |
|
|
|
207,175 |
|
Restructuring charges(1) |
|
|
2,544 |
|
|
|
12,306 |
|
|
|
6,368 |
|
|
|
12,306 |
|
Loss on early extinguishment of debt |
|
|
11,614 |
|
|
|
131 |
|
|
|
12,267 |
|
|
|
786 |
|
Preferred unit redemption discount |
|
|
(9,759 |
) |
|
|
|
|
|
|
(9,759 |
) |
|
|
|
|
Allocation to participating securities(2) |
|
|
(27 |
) |
|
|
(418 |
) |
|
|
(898 |
) |
|
|
(1,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations, as adjusted(1) |
|
$ |
48,131 |
|
|
$ |
49,399 |
|
|
$ |
288,841 |
|
|
$ |
298,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO, as adjusted per common share and unit (diluted) |
|
$ |
0.32 |
|
|
$ |
0.49 |
|
|
$ |
2.09 |
|
|
$ |
2.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
150,993 |
|
|
|
101,112 |
|
|
|
137,904 |
|
|
|
102,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Funds From Operations (FFO), Funds From Operations Per Share and Unit
(FFOPS) and FFO, as adjusted (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, FFO per share and unit, and FFO, as adjusted, 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, as adjusted. AMB calculates
FFO, as adjusted, as FFO less impairment and restructuring charges, debt extinguishment losses and
the Series D preferred unit redemption discount. 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. Debt extinguishment losses generally included the
costs of repurchasing debt securities. AMB repurchased certain tranches of senior unsecured debt to
manage its debt maturities in response to the current financing environment, resulting in greater
debt extinguishment costs. The Series D preferred unit redemption discount reflects the gain
associated with the discount to liquidation preference in the Series D preferred unit redemption
price less costs incurred as a result of the redemption. Although difficult to predict, these items
may be recurring given the uncertainty of the current economic climate and its adverse effects on
the real estate and financial markets. While not infrequent or unusual in nature, these items
result from market fluctuations that can have inconsistent effects on AMBs results of operations.
The economics underlying these items reflect market and financing conditions in the short-term but
can obscure AMBs performance and the value of AMBs long-term investment decisions and strategies.
Management believes FFO, as adjusted, is significant and useful to both it and its investors. FFO,
as adjusted, more appropriately reflects the value and strength of AMBs business model and its
potential performance isolated from the volatility of the current economic environment and
unobscured by costs (or gains) resulting from AMBs management of its financing profile in response
to the tightening of the capital markets. However, in addition to the limitations of FFO
Measures
generally discussed below, FFO, as adjusted, 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.
|
|
|
(2) |
|
Represents amount of FFO allocated to outstanding unvested restricted shares. For
the three and twelve months ended December 31, 2009, there were 919 unvested restricted shares. For
the three and twelve months ended December 31, 2008, there were 856 unvested restricted shares. |
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
6,708,660 |
|
|
$ |
6,603,856 |
|
Accumulated depreciation and amortization |
|
|
(1,113,808 |
) |
|
|
(970,737 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
5,594,852 |
|
|
|
5,633,119 |
|
Investments in unconsolidated joint ventures |
|
|
462,130 |
|
|
|
431,322 |
|
Properties held for sale or contribution, net |
|
|
214,426 |
|
|
|
609,023 |
|
|
|
|
|
|
|
|
Net investments in real estate |
|
|
6,271,408 |
|
|
|
6,673,464 |
|
Cash and cash equivalents and restricted cash |
|
|
206,077 |
|
|
|
251,231 |
|
Accounts receivable, net |
|
|
155,958 |
|
|
|
160,528 |
|
Other assets |
|
|
208,515 |
|
|
|
216,425 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,841,958 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Secured debt |
|
$ |
1,096,554 |
|
|
$ |
1,522,571 |
|
Unsecured senior debt |
|
|
1,155,529 |
|
|
|
1,153,926 |
|
Unsecured credit facilities |
|
|
477,630 |
|
|
|
920,850 |
|
Other debt |
|
|
482,883 |
|
|
|
392,838 |
|
Accounts payable and other liabilities |
|
|
338,042 |
|
|
|
345,259 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,550,638 |
|
|
|
4,335,444 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common equity |
|
|
2,716,604 |
|
|
|
2,291,695 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,412 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
2,940,016 |
|
|
|
2,515,107 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
Joint venture partners |
|
|
289,909 |
|
|
|
293,367 |
|
Preferred unitholders |
|
|
|
|
|
|
77,561 |
|
Limited partnership unitholders |
|
|
61,395 |
|
|
|
80,169 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
351,304 |
|
|
|
451,097 |
|
|
|
|
|
|
|
|
Total equity |
|
|
3,291,320 |
|
|
|
2,966,204 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
6,841,958 |
|
|
$ |
7,301,648 |
|
|
|
|
|
|
|
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
|
|
|
Exhibit |
|
|
Number |
|
Description |
99.1
|
|
AMB Property Corporation Press Release dated
February 2, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
AMB Property Corporation
(Registrant)
|
|
Date: February 2, 2010 |
By: |
/s/ Tamra D. Browne
|
|
|
|
Tamra D. Browne |
|
|
|
Senior Vice President, General
Counsel and Secretary |
|
|
Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
99.1
|
|
AMB Property Corporation Press Release dated February 2, 2010. |