Maryland | 001-13545 | 94-3281941 | ||
(State or other jurisdiction of | (Commission file number) | (I.R.S. employer identification | ||
incorporation) | number) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
■ | $50.5 million in third-party equity in AMB U.S. Logistics Fund; and | ||
■ | $42.8 million in third-party equity in AMB Europe Fund I. |
■ | The sale of five properties in the Americas for an aggregate price of $12.6 million; and | |
■ | The transfer of two assets to AMB Europe Fund I in exchange for additional units equal to the fair value of the assets, of $22.4 million. | |
During the first half of 2010, we completed property dispositions and contributions of $57.9 million, with a stabilized capitalization rate of 6.9 percent. |
For the Quarters Ended | For the Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income (loss) |
$ | 9,313 | $ | 29,034 | $ | 8,693 | $ | (94,322 | ) | |||||||
Private capital income |
(6,845 | ) | (7,795 | ) | (14,290 | ) | (19,490 | ) | ||||||||
Depreciation and amortization |
48,278 | 38,523 | 96,667 | 80,427 | ||||||||||||
Real estate impairment losses |
| | | 175,887 | ||||||||||||
General and administrative and fund costs |
30,246 | 25,963 | 62,511 | 57,538 | ||||||||||||
Restructuring charges |
872 | 3,824 | 3,845 | 3,824 | ||||||||||||
Total other income and expenses |
26,094 | 20,824 | 50,931 | 26,778 | ||||||||||||
Total discontinued operations |
(4,659 | ) | (12,549 | ) | (4,904 | ) | (31,418 | ) | ||||||||
NOI |
103,299 | 97,824 | 203,453 | 199,224 | ||||||||||||
Less non same-store NOI |
(17,894 | ) | (9,562 | ) | (33,440 | ) | (20,293 | ) | ||||||||
Less non cash adjustments(1) |
(2,698 | ) | 77 | (5,219 | ) | (350 | ) | |||||||||
Cash-basis same-store NOI |
$ | 82,707 | $ | 88,339 | $ | 164,794 | $ | 178,581 | ||||||||
Less lease termination fees |
$ | (596 | ) | $ | (478 | ) | $ | (1,233 | ) | $ | (1,261 | ) | ||||
Cash-basis same-store NOI, excluding lease termination fees |
$ | 82,111 | $ | 87,861 | $ | 163,561 | $ | 177,320 | ||||||||
(1) | Non-cash adjustments include straight line rents and amortization of lease intangibles for the same store pool only. |
For the Quarters Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenues |
||||||||||||||||
Rental revenues |
$ | 151,773 | $ | 140,777 | $ | 301,306 | $ | 291,253 | ||||||||
Private capital revenues |
6,845 | 7,795 | 14,290 | 19,490 | ||||||||||||
Total revenues |
158,618 | 148,572 | 315,596 | 310,743 | ||||||||||||
Costs and expenses |
||||||||||||||||
Property operating costs |
(48,474 | ) | (42,953 | ) | (97,853 | ) | (92,029 | ) | ||||||||
Depreciation and amortization |
(48,278 | ) | (38,523 | ) | (96,667 | ) | (80,427 | ) | ||||||||
General and administrative |
(30,093 | ) | (25,641 | ) | (62,043 | ) | (56,954 | ) | ||||||||
Restructuring charges |
(872 | ) | (3,824 | ) | (3,845 | ) | (3,824 | ) | ||||||||
Fund costs |
(153 | ) | (322 | ) | (468 | ) | (584 | ) | ||||||||
Real estate impairment losses |
| | | (175,887 | ) | |||||||||||
Other expenses(1) |
1,271 | (4,207 | ) | 80 | (3,545 | ) | ||||||||||
Total costs and expenses |
(126,599 | ) | (115,470 | ) | (260,796 | ) | (413,250 | ) | ||||||||
Other income and expenses |
||||||||||||||||
Development profits, net of taxes |
199 | | 5,002 | 33,286 | ||||||||||||
Equity in earnings of unconsolidated joint ventures, net |
5,193 | 4,284 | 9,068 | 4,250 | ||||||||||||
Other income(1) |
448 | 7,528 | 737 | 459 | ||||||||||||
Interest expense, including amortization |
(32,626 | ) | (27,772 | ) | (65,239 | ) | (60,571 | ) | ||||||||
Loss on early extinguishment of debt |
(579 | ) | (657 | ) | (579 | ) | (657 | ) | ||||||||
Total other income and expenses, net |
(27,365 | ) | (16,617 | ) | (51,011 | ) | (23,233 | ) | ||||||||
Income (loss) from continuing operations |
4,654 | 16,485 | 3,789 | (125,740 | ) | |||||||||||
Discontinued operations |
||||||||||||||||
Income attributable to discontinued operations |
411 | 2,459 | 656 | 2,714 | ||||||||||||
Gains from sale of real estate interests, net of taxes |
4,248 | 10,090 | 4,248 | 28,704 | ||||||||||||
Total discontinued operations |
4,659 | 12,549 | 4,904 | 31,418 | ||||||||||||
Net income (loss) |
9,313 | 29,034 | 8,693 | (94,322 | ) | |||||||||||
Noncontrolling interests share of net income (loss) |
||||||||||||||||
Joint venture partners share of net income |
(2,068 | ) | (4,949 | ) | (1,693 | ) | (2,771 | ) | ||||||||
Joint venture partners and limited partnership unitholders share of development profits |
21 | | (85 | ) | (1,108 | ) | ||||||||||
Preferred unitholders |
| (1,432 | ) | | (2,864 | ) | ||||||||||
Limited partnership unitholders |
(75 | ) | (1,279 | ) | 125 | 4,041 | ||||||||||
Total noncontrolling interests share of net income (loss) |
(2,122 | ) | (7,660 | ) | (1,653 | ) | (2,702 | ) | ||||||||
Net income (loss) attributable to AMB Property Corporation |
7,191 | 21,374 | 7,040 | (97,024 | ) | |||||||||||
Preferred stock dividends |
(3,952 | ) | (3,952 | ) | (7,904 | ) | (7,904 | ) | ||||||||
Allocation to participating securities(2)
|
(342 | ) | (260 | ) | (684 | ) | (521 | ) | ||||||||
Net income (loss) available to common stockholders |
$ | 2,897 | $ | 17,162 | $ | (1,548 | ) | $ | (105,449 | ) | ||||||
Net income (loss) per common share (diluted) |
$ | 0.02 | $ | 0.12 | $ | (0.01 | ) | $ | (0.86 | ) | ||||||
Weighted average common shares (diluted) |
165,658 | 145,380 | 156,793 | 121,991 | ||||||||||||
(1) | Includes changes in liabilities and assets associated with AMBs deferred compensation plan for the three and six months ended June 30, 2010 of $(1,615) and $(696), respectively. | |
(2) | Represents net income 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, 2010, there were 1,222 unvested restricted shares outstanding. For the three and six months ended June 30, 2009, there were 930 unvested restricted shares outstanding. |
For the Quarters Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income (loss) available to common stockholders |
$ | 2,897 | $ | 17,162 | $ | (1,548 | ) | $ | (105,449 | ) | ||||||
Gains from sale or contribution of real estate interests, net of taxes |
(4,248 | ) | (10,090 | ) | (4,248 | ) | (28,704 | ) | ||||||||
Depreciation and amortization |
||||||||||||||||
Total depreciation and amortization |
48,278 | 38,523 | 96,667 | 80,427 | ||||||||||||
Discontinued operations depreciation |
243 | 793 | 514 | 2,348 | ||||||||||||
Non-real estate depreciation |
(2,012 | ) | (1,953 | ) | (4,557 | ) | (4,090 | ) | ||||||||
Adjustment for depreciation on development profits |
| | (1,546 | ) | | |||||||||||
Adjustments to derive FFO, as adjusted from consolidated joint ventures |
||||||||||||||||
Joint venture partners noncontrolling interests (Net income) |
2,068 | 4,949 | 1,693 | 2,771 | ||||||||||||
Limited partnership unitholders noncontrolling interests (Net income (loss)) |
75 | 1,279 | (125 | ) | (4,041 | ) | ||||||||||
Limited partnership unitholders noncontrolling interests (Development (losses) profits) |
(2 | ) | | 104 | 1,108 | |||||||||||
FFO, as adjusted attributable to noncontrolling interests |
(7,562 | ) | (7,151 | ) | (12,942 | ) | (15,739 | ) | ||||||||
Adjustments to derive FFO, as adjusted from unconsolidated joint ventures |
||||||||||||||||
AMBs share of net income |
(5,193 | ) | (4,284 | ) | (9,068 | ) | (4,250 | ) | ||||||||
AMBs share of FFO, as adjusted |
15,444 | 11,786 | 29,897 | 23,921 | ||||||||||||
Adjustments for impairments, restructuring charges and debt extinguishment |
||||||||||||||||
Real estate impairment losses |
| | | 175,887 | ||||||||||||
Discontinued operations real estate impairment losses |
| | | 5,966 | ||||||||||||
Restructuring charges |
872 | 3,824 | 3,845 | 3,824 | ||||||||||||
Loss on early extinguishment of debt |
579 | 657 | 579 | 657 | ||||||||||||
Allocation to participating securities(2) |
(31 | ) | (86 | ) | (73 | ) | (474 | ) | ||||||||
Funds from operations, as adjusted(1) |
$ | 51,408 | $ | 55,409 | $ | 99,192 | $ | 134,162 | ||||||||
FFO, as adjusted per common share and unit (diluted) |
$ | 0.30 | $ | 0.37 | $ | 0.62 | $ | 1.07 | ||||||||
Weighted average common shares and units (diluted) |
169,006 | 148,815 | 160,941 | 125,451 | ||||||||||||
(1) | Funds From Operations, as adjusted (FFO, as adjusted) and Funds From Operations Per Share and Unit, as adjusted (FFOPS, as adjusted) (together with FFO, as adjusted and FFOPS, as adjusted, the FFO Measures, as adjusted). AMB believes that net income, as defined by U.S. GAAP, is the most appropriate earnings measure. However, AMB considers funds from operations, as adjusted (or FFO, as adjusted) and FFO, as adjusted, per share and unit (or FFOPS, as adjusted) to be useful supplemental measures of its operating performance. AMB defines FFOPS, as adjusted, as FFO, as adjusted, per fully diluted weighted average share of AMBs common stock and operating partnership units. AMB calculates FFO, as adjusted, as net income (or loss) 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, as adjusted, of consolidated and unconsolidated joint ventures. This calculation also includes adjustments for items as described below. | |
Unless stated otherwise, AMB includes the gains from development, including those from value-added conversion projects, before depreciation recapture, as a component of FFO, as adjusted. AMB believes gains from development should be included in FFO, as adjusted, 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, as adjusted, consistent with the real estate investment trust industrys long standing practice to include gains on the sale of land in funds from operations. However, AMBs interpretation of FFO, as adjusted, or FFOPS, as adjusted, 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 funds from operations or funds from operations per share and unit 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, as adjusted, 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, as adjusted, 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, as adjusted. | ||
In addition, AMB calculates FFO, as adjusted, to exclude 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, as |
adjusted, 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 funds from operations and should not be used as an alternative to net income or cash as defined by U.S. GAAP. | ||
AMB believes that the FFO Measures, as adjusted, 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, as adjusted, 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, as adjusted, 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, as adjusted, 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, as adjusted, can help the investing public compare the operating performance of a companys real estate between periods or as compared to other companies. While funds from operations and funds from operations per share and unit are relevant and widely used measures of operating performance of real estate investment trusts, the FFO Measures, as adjusted, 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, as adjusted, also do not consider the costs associated with capital expenditures related to AMBs real estate assets nor are the FFO Measures, as adjusted, necessarily indicative of cash available to fund AMBs future cash requirements. Management compensates for the limitations of the FFO Measures, as adjusted, by providing investors with financial statements prepared according to U.S. GAAP, along with this detailed discussion of the FFO Measures, as adjusted, and a reconciliation of the FFO Measures, as adjusted, to net income available to common stockholders, a U.S. GAAP measurement. | ||
(2) | Represents amount of FFO allocated to outstanding unvested restricted shares. For the three and six months ended June 30, 2010, there were 1,222 unvested restricted shares. For the three and six months ended June 30, 2009, there were 930 unvested restricted shares. |
As of | ||||||||
June 30, 2010 | December 31, 2009 | |||||||
Assets |
||||||||
Investments in real estate |
||||||||
Total investments in properties |
$ | 6,834,736 | $ | 6,708,660 | ||||
Accumulated depreciation and amortization |
(1,196,321 | ) | (1,113,808 | ) | ||||
Net investments in properties |
5,638,415 | 5,594,852 | ||||||
Investments in unconsolidated joint ventures |
687,201 | 462,130 | ||||||
Properties held for sale or contribution, net |
131,155 | 214,426 | ||||||
Net investments in real estate |
6,456,771 | 6,271,408 | ||||||
Cash and cash equivalents and restricted cash |
240,694 | 206,077 | ||||||
Accounts receivable, net |
156,655 | 155,958 | ||||||
Other assets |
205,872 | 208,515 | ||||||
Total assets |
$ | 7,059,992 | $ | 6,841,958 | ||||
Liabilities and equity |
||||||||
Liabilities |
||||||||
Secured debt |
$ | 944,787 | $ | 1,096,554 | ||||
Unsecured senior debt |
1,156,361 | 1,155,529 | ||||||
Unsecured credit facilities |
422,483 | 477,630 | ||||||
Other debt |
471,024 | 482,883 | ||||||
Accounts payable and other liabilities |
346,027 | 338,042 | ||||||
Total liabilities |
3,340,682 | 3,550,638 | ||||||
Equity |
||||||||
Stockholders equity |
||||||||
Common equity |
3,127,926 | 2,716,604 | ||||||
Preferred equity |
223,412 | 223,412 | ||||||
Total stockholders equity |
3,351,338 | 2,940,016 | ||||||
Noncontrolling interests |
||||||||
Joint venture partners |
306,414 | 289,909 | ||||||
Limited partnership unitholders |
61,558 | 61,395 | ||||||
Total noncontrolling interests |
367,972 | 351,304 | ||||||
Total equity |
3,719,310 | 3,291,320 | ||||||
Total liabilities and equity |
$ | 7,059,992 | $ | 6,841,958 | ||||
Exhibit | ||||
Number | Description | |||
99.1 | AMB Property Corporation Press Release dated July 21, 2010. |
AMB Property Corporation (Registrant) |
||||
Date: July 21, 2010 | By: | /s/ Tamra D. Browne | ||
Tamra D. Browne | ||||
Senior Vice President, General Counsel and Secretary |
Exhibit | ||||
Number | Description | |||
99.1 | AMB Property Corporation Press Release dated July 21, 2010. |