Exhibit 99.1
FOR IMMEDIATE RELEASE
AMB PROPERTY CORPORATION® ANNOUNCES THIRD QUARTER 2010 RESULTS
SAN FRANCISCO, October 20, 2010 AMB Property Corporation® (NYSE: AMB), a leading
owner, operator and developer of global industrial real estate, today reported results for the
third quarter of 2010. Funds from operations, as adjusted, per fully diluted share and unit
(FFOPS, as adjusted) was $0.32 for the third quarter of 2010, as compared to $0.71 for the same
quarter in 2009. The year-over-year change was primarily due to higher development profits
recognized in the third quarter of 2009. FFO, as adjusted for the third quarter of 2010, excludes
$0.02 of restructuring and debt extinguishment charges.
Net income available to common stockholders per fully diluted share (EPS) for the third quarter
of 2010 was $0.04, as compared to $0.43 for the same quarter in 2009. The year-over-year change was
primarily due to higher development profits recognized in 2009 relative to 2010.
Third-quarter results were ahead of plan across the globe and we made significant progress on our
business priorities, said Hamid R. Moghadam, chairman & CEO. In the United States, industrial
real estate markets experienced positive net absorption, after an unprecedented 11 quarters of
rising vacancy rates. The timing of this turnaround is consistent with the forecast we communicated
in June 2009, and we expect to see net absorption remain positive throughout the fourth quarter of
2010 and into 2011.
Owned and Managed Portfolio Operating Results
Occupancy in AMBs operating portfolio was 92.6 percent at September 30, 2010, up 80 basis
points from June 30, 2010. Average occupancy during the third quarter was 91.7 percent. Cash-basis
same store net operating income (SS NOI), without the effect of lease termination fees, decreased
3.0 percent in the third quarter of 2010 compared with the same period in 2009, driven primarily by
increased levels of free rent. Average rent on renewals and rollovers in AMBs operating portfolio
decreased 11.8 percent for the trailing four quarters ended September 30, 2010.
Leasing Activity
The company commenced leases totaling approximately 8.1 million square feet (751,100 square
meters) in its global operating portfolio during the quarter and 32.2 million square feet (3.0
million square meters) for the trailing four quarters ended September 30, 2010. In addition, AMB
leased approximately 1.7 million square feet (158,700 square meters) in its global development
portfolio during the third quarter and 7.0 million square feet (649,100 square meters) for the trailing four quarters ended September 30, 2010.
Investment Activity
During the quarter, the company acquired five assets for a total investment of $110.9 million
including $74.8 million for AMB U.S. Logistics Fund, $12.5 million for AMB Europe Fund I and $23.6
million for AMBs wholly-owned portfolio. Year-to-date acquisition investments total $199.1
million. The company also acquired its first land parcel in Rio de Janeiro, the third acquisition
Pier 1, Bay 1 San Francisco, California
94111 United States Main +1 415 394 9000 Fax +1 415 394 9001
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through its joint venture with Cyrela Commercial Properties (CCP). Its 86 acres have estimated
build-out potential of 1.5 million square feet (143,200 square meters).
New development starts in the quarter totaled approximately 920,500 square feet (85,500 square
meters) in Brazil and China, with an estimated total investment of $70 million.
During the quarter, AMB formed AMB Mexico Fondo Logistico, the first-of-its kind industrial venture
for Mexican pension plans (AFORES). The company raised third-party capital of $3.3 billion pesos
(USD $242.7 million) and committed USD $60.7 million for a total equity of USD $303.4 million.
As previously announced, the companys two open-end funds received capital commitments totaling
$95.1 million during the third-quarter, comprising:
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$50.5 million in third-party equity in AMB U.S. Logistics Fund; and |
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$44.6 million in third-party equity in AMB Europe Fund I. |
Subsequent to quarter end, AMB invested $100 million, including $50 million in AMB U.S. Logistics
Fund and $50 million in AMB Europe Fund I.
Disposition Activities
During the third quarter, the company completed property dispositions of $39.4 million, with a
7.7 percent stabilized capitalization rate. The sale of three operating assets and two development
properties in the Americas and Europe represent the disposition of non-strategic assets that
achieved maximum value. During the first three quarters of 2010, the company completed property
dispositions and contributions of $97.3 million, with a stabilized capitalization rate of 7.2
percent.
Financing Activities
During the third quarter the company completed approximately $1.4 billion of new financings,
including $566 million of wholly owned debt and
$789 million for its co-investment ventures in
Europe, Japan, and the U.S.
Additionally, AMB has $1.6 billion of capital markets transactions currently being negotiated. This
activity includes the renewal of its two lines of credit, a corporate term loan and $415 million of
refinancing for AMB U.S. Logistics Fund. The net effect of all activity both completed and underway
for the AMB U.S. Logistics Fund is to extend the weighted average maturity from more than four to
over seven years, and reduce the Funds cost of capital by approximately 30 basis points.
AMB expects to complete approximately $3.0 billion of capital markets activity in the second half
of 2010.
We had the most active quarter of capital markets activity in the companys 27-year history, said
Thomas S. Olinger, AMBs chief financial officer. We are fortunate to have the ability to take advantage of the favorable
interest rate environment and further term out our medium and long-term debt maturities. We are in
an excellent position; we have the capital in place and the ability to access attractive financing
globally, which will fuel our growth opportunities going forward.
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The companys liquidity at September 30, 2010 was approximately $1.7 billion, consisting of
approximately $1.5 billion of availability on its lines of credit and
more than $200
million of unrestricted cash and cash equivalents.
FFO Guidance
The company maintains its previously announced FFO, as adjusted, guidance for 2010 and 2011.
Announced last month at AMBs Investor Forum, full-year 2010 Core FFO, as adjusted, guidance
remains $1.20 to $1.26 per share, and full-year 2011 Core FFO, as adjusted, guidance of $1.30 to
$1.40 per share, excluding the recognition of gains from development activities, early debt
extinguishment costs and restructuring charges.
Supplemental Earnings Measure
Included in the footnotes to the companys attached financial statements is a discussion of
why management believes FFO, as adjusted, and FFOPS, as adjusted (the FFO Measures, as adjusted)
are useful supplemental measures of operating performance, ways in which investors might use the
FFO Measures, as adjusted, when assessing the companys financial performance and the limitations
of the FFO Measures, as adjusted, as a measurement tool. Reconciliation from net income to the FFO
Measures, as adjusted, 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 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 gains (losses), 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 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 Cash-basis 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
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reporting periods. The same store pool is set annually and excludes properties purchased and
developments stabilized after December 31, 2008. 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 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. Reconciliation from net income to SS NOI is provided in the attached tables and
published in the companys quarterly supplemental analyst package, available on the companys
website at www.amb.com.
The following table reconciles consolidated cash-basis SS NOI and NOI from net loss for the three
and nine months ended September 30, 2010 and 2009 (dollars in thousands):
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For the Quarters Ended |
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For the Nine Months Ended |
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September 30, |
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September 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Net income (loss) |
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$ |
13,592 |
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$ |
76,464 |
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$ |
22,285 |
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$ |
(17,858 |
) |
Private capital income |
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(7,569 |
) |
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(7,886 |
) |
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(21,859 |
) |
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(27,376 |
) |
Depreciation and amortization |
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50,590 |
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45,975 |
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145,437 |
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124,808 |
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Real estate impairment losses |
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172,059 |
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General and administrative and fund costs |
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28,861 |
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27,409 |
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91,371 |
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84,947 |
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Restructuring charges |
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1,029 |
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4,874 |
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3,824 |
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Total other income and expenses |
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30,058 |
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22,618 |
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80,991 |
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49,542 |
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Total discontinued operations |
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(12,237 |
) |
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(64,045 |
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(18,450 |
) |
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(92,157 |
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NOI |
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104,324 |
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100,535 |
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304,649 |
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297,789 |
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Less non same-store NOI |
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(19,450 |
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(12,719 |
) |
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(50,770 |
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(32,506 |
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Less non cash adjustments(1) |
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(1,652 |
) |
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(835 |
) |
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(6,895 |
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(1,179 |
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Cash-basis same-store NOI |
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$ |
83,222 |
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$ |
86,981 |
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$ |
246,984 |
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$ |
264,104 |
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Less lease termination fees |
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$ |
(1,649 |
) |
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$ |
(1,297 |
) |
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$ |
(2,882 |
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$ |
(2,446 |
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Cash-basis same-store NOI, excluding lease termination fees |
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$ |
81,573 |
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$ |
85,684 |
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$ |
244,102 |
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$ |
261,658 |
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(1) |
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Non-cash adjustments include straight line rents and amortization of lease
intangibles for the same store pool only. |
Owned and managed is defined by the company as assets in which the company has at least a
10 percent ownership interest, is the property or asset manager, and which it currently intends to
hold for the long-term.
Conference Call Information
The company will host a conference call to discuss third quarter 2010 results on Wednesday,
October 20, 2010 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)
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or +1 706 643 7823 (from all other countries) and using reservation code 14520097. 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 until 8:00
PM EST/5:00 PM PST on Friday, November 19, 2010 at 800 642 1687 (from the U.S. and Canada) or +1
706 645 9291 (from all other countries), with the reservation code 14520097. The webcast and
podcast will be available for the same time period and can be accessed through the companys
website at www.amb.com in the Investor Relations section.
AMB Property Corporation.® Local partner to global trade.
AMB Property Corporation® is a leading owner, operator and developer of global industrial real
estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As
of September 30, 2010, AMB owned, or had investments in, on a consolidated basis or through
unconsolidated joint ventures, properties and development projects expected to total approximately
158.4 million square feet (14.7 million square meters) in 49 markets within 15 countries. AMB
invests in properties located predominantly in the infill submarkets of its targeted markets. The
companys portfolio comprises High Throughput Distribution® facilitiesindustrial properties built
for speed and located near airports, seaports and ground transportation systems.
AMBs press releases are available on the company website at www.amb.com or by contacting the
Investor Relations department at +1 415 394 9000.
Some of the information included in this press release contains forward-looking statements,
such as those related to positive net absorption, future investments in AMB Mexico Fondo Logistico,
renewal of our lines of credit, future financing activity including a corporate term loan and USLF
refinancings, extension of USLF debt maturities and the reduction of USLFs cost of capital,
ability to access attractive financing globally, take advantage of current interest rates and term
out our debt maturities, our growth opportunities, retention of our target leverage levels,
operating forecasts, the recovery of our operating performance, long term prospects for AMB and
industrial real estate, the recovery of leading business indicators, estimated build-out potential
of AMBs acquisitions, estimated total investment of development starts, 2010 and 2011 results and
FFO, as adjusted, guidance, 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: changes in general economic
conditions in California, the U.S. or globally (including financial market fluctuations), global
trade or in the real estate sector (including risks relating to decreasing real estate valuations
and impairment charges); risks associated with using debt to fund the companys business
activities, including refinancing and interest rate risks (including inflation risks); the
companys failure to obtain, renew, or extend necessary financing or access the debt or equity
markets; the companys failure to maintain its current credit agency ratings or comply with its
debt covenants; risks related to the companys obligations in the event of certain defaults under
co-investment venture and other debt; risks associated with equity and debt securities financings
and issuances (including the risk of dilution); defaults on or non-renewal of leases by customers
or renewal at lower than expected rent or failure to lease at all or on expected terms;
difficulties in identifying properties, portfolios of properties, or interests in real-estate
related entities or platforms to acquire and in effecting acquisitions on advantageous terms and
the failure of acquisitions to perform as the company expects; unknown liabilities acquired in
connection with the acquired properties, portfolios of properties, or interests in real-estate
related entities; the companys failure to successfully integrate acquired properties and
operations; risks and uncertainties affecting property development, redevelopment and value-added
conversion (including construction delays, cost overruns, the companys inability to obtain
necessary permits and financing, the companys inability to lease properties at all or at favorable
rents and terms, and public opposition to these activities); the companys failure to set up
additional funds, attract additional investment in existing funds or to contribute properties to
its co-investment ventures due to such factors as its inability to acquire, develop, or lease
properties that meet the investment criteria of such ventures, or the co-investment ventures
inability to access debt
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Page 6 |
and equity capital to pay for property contributions or their allocation of available capital to
cover other capital requirements; risks and uncertainties relating to the disposition of properties
to third parties and the companys ability to effect such transactions on advantageous terms and to
timely reinvest proceeds from any such dispositions; risks of doing business internationally and
global expansion, including unfamiliarity with the new markets and currency and hedging risks;
risks of changing personnel and roles; risks related to suspending, reducing or changing the
companys dividends; losses in excess of the companys insurance coverage; changes in local, state
and federal regulatory requirements, including changes in real estate and zoning laws; increases in
real property tax rates; risks associated with the companys tax structuring; increases in interest
rates and operating costs or greater than expected capital expenditures; environmental
uncertainties; risks related to natural disasters; and our failure to qualify and maintain our
status as a real estate investment trust. Our success also depends upon economic trends generally,
various market conditions and fluctuations and those other risk factors discussed under the heading
Risk Factors and elsewhere in our most recent annual report on Form 10-K for the year ended
December 31, 2009.
AMB CONTACTSmailto:
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Tracy A. Ward
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Jon M. Boilard |
Vice President, IR & Corporate Communications
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Director, Media and Public Relations |
Direct +1 415 733 9565
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Direct +1 415 733 9561 |
Email tward@amb.com
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Email jboilard@amb.com |
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
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For the Quarters Ended September 30, |
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For the Nine Months Ended September 30, |
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2010 |
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2009 |
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2010 |
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2009 |
|
Revenues |
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Rental revenues |
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$ |
151,127 |
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$ |
145,681 |
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$ |
447,129 |
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$ |
432,889 |
|
Private capital revenues |
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|
7,569 |
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|
7,886 |
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|
21,859 |
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|
27,376 |
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Total revenues |
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|
158,696 |
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|
153,567 |
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|
468,988 |
|
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|
460,265 |
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Costs and expenses |
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Property operating costs |
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|
(46,803 |
) |
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|
(45,146 |
) |
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|
(142,480 |
) |
|
|
(135,100 |
) |
Depreciation and amortization |
|
|
(50,590 |
) |
|
|
(45,975 |
) |
|
|
(145,437 |
) |
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|
(124,808 |
) |
General and administrative |
|
|
(28,715 |
) |
|
|
(27,169 |
) |
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|
(90,758 |
) |
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|
(84,123 |
) |
Restructuring charges |
|
|
(1,029 |
) |
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|
(4,874 |
) |
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|
(3,824 |
) |
Fund costs |
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|
(146 |
) |
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|
(240 |
) |
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|
(613 |
) |
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|
(824 |
) |
Real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(172,059 |
) |
Other expenses(1) |
|
|
(1,330 |
) |
|
|
(3,049 |
) |
|
|
(1,251 |
) |
|
|
(6,593 |
) |
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Total costs and expenses |
|
|
(128,613 |
) |
|
|
(121,579 |
) |
|
|
(385,413 |
) |
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|
(527,331 |
) |
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Other income and expenses |
|
|
|
|
|
|
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|
Development profits, net of taxes |
|
|
717 |
|
|
|
1,220 |
|
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|
5,719 |
|
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|
34,506 |
|
Equity in earnings of unconsolidated joint ventures, net |
|
|
3,348 |
|
|
|
3,257 |
|
|
|
12,416 |
|
|
|
7,507 |
|
Other income(1) |
|
|
1,299 |
|
|
|
3,452 |
|
|
|
2,035 |
|
|
|
3,911 |
|
Interest expense, including amortization |
|
|
(32,125 |
) |
|
|
(27,498 |
) |
|
|
(97,364 |
) |
|
|
(88,216 |
) |
Loss on early extinguishment of debt |
|
|
(1,967 |
) |
|
|
|
|
|
|
(2,546 |
) |
|
|
(657 |
) |
|
|
|
|
|
|
|
|
|
|
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|
|
Total other income and expenses, net |
|
|
(28,728 |
) |
|
|
(19,569 |
) |
|
|
(79,740 |
) |
|
|
(42,949 |
) |
|
|
|
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|
|
|
|
|
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|
Income (loss) from continuing operations |
|
|
1,355 |
|
|
|
12,419 |
|
|
|
3,835 |
|
|
|
(110,015 |
) |
Discontinued operations |
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|
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|
Income attributable to discontinued operations |
|
|
742 |
|
|
|
2,609 |
|
|
|
2,707 |
|
|
|
2,017 |
|
Development profits, net of taxes |
|
|
|
|
|
|
53,002 |
|
|
|
|
|
|
|
53,002 |
|
Gains from sale of real estate interests, net of taxes |
|
|
11,495 |
|
|
|
8,434 |
|
|
|
15,743 |
|
|
|
37,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations |
|
|
12,237 |
|
|
|
64,045 |
|
|
|
18,450 |
|
|
|
92,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
13,592 |
|
|
|
76,464 |
|
|
|
22,285 |
|
|
|
(17,858 |
) |
Noncontrolling interests share of net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint venture partners share of net income |
|
|
(2,527 |
) |
|
|
(6,058 |
) |
|
|
(4,220 |
) |
|
|
(8,829 |
) |
Joint venture partners and limited partnership unitholders share of development profits |
|
|
(6 |
) |
|
|
(1,388 |
) |
|
|
(93 |
) |
|
|
(2,445 |
) |
Preferred unitholders |
|
|
|
|
|
|
(1,431 |
) |
|
|
|
|
|
|
(4,295 |
) |
Limited partnership unitholders |
|
|
(132 |
) |
|
|
(447 |
) |
|
|
(5 |
) |
|
|
3,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noncontrolling interests share of net income (loss) |
|
|
(2,665 |
) |
|
|
(9,324 |
) |
|
|
(4,318 |
) |
|
|
(12,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to AMB Property Corporation |
|
|
10,927 |
|
|
|
67,140 |
|
|
|
17,967 |
|
|
|
(29,884 |
) |
Preferred stock dividends |
|
|
(3,952 |
) |
|
|
(3,952 |
) |
|
|
(11,856 |
) |
|
|
(11,856 |
) |
Allocation to participating securities(2) |
|
|
(340 |
) |
|
|
(398 |
) |
|
|
(1,021 |
) |
|
|
(773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders |
|
$ |
6,635 |
|
|
$ |
62,790 |
|
|
$ |
5,090 |
|
|
$ |
(42,513 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share (diluted) |
|
$ |
0.04 |
|
|
$ |
0.43 |
|
|
$ |
0.03 |
|
|
$ |
(0.33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (diluted) |
|
|
166,997 |
|
|
|
145,659 |
|
|
|
160,187 |
|
|
|
129,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes changes in liabilities and assets associated with AMBs deferred
compensation plan for the three and nine months ended September 30, 2010 of $1,086 and $391,
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 nine months
ended September 30, 2010, there were 1,216 unvested restricted shares outstanding. For the three
and nine months ended September 30, 2009, there were 920 unvested restricted shares outstanding. |
|
|
|
|
|
|
|
|
Page 7 |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS, AS ADJUSTED(1)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Net income (loss) available to common stockholders |
|
$ |
6,635 |
|
|
$ |
62,790 |
|
|
$ |
5,090 |
|
|
$ |
(42,513 |
) |
Gains from sale or contribution of real estate interests, net of taxes |
|
|
(11,495 |
) |
|
|
(8,434 |
) |
|
|
(15,743 |
) |
|
|
(37,138 |
) |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
50,590 |
|
|
|
45,975 |
|
|
|
145,437 |
|
|
|
124,808 |
|
Discontinued operations depreciation |
|
|
890 |
|
|
|
1,260 |
|
|
|
3,224 |
|
|
|
5,202 |
|
Non-real estate depreciation |
|
|
(1,969 |
) |
|
|
(1,927 |
) |
|
|
(6,526 |
) |
|
|
(6,017 |
) |
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) |
|
|
2,527 |
|
|
|
6,058 |
|
|
|
4,220 |
|
|
|
8,829 |
|
Limited partnership unitholders noncontrolling interests (Net income (loss)) |
|
|
132 |
|
|
|
447 |
|
|
|
5 |
|
|
|
(3,543 |
) |
Limited partnership unitholders noncontrolling interests (Development profits) |
|
|
11 |
|
|
|
1,388 |
|
|
|
117 |
|
|
|
2,445 |
|
FFO, as adjusted attributable to noncontrolling interests |
|
|
(7,855 |
) |
|
|
(8,587 |
) |
|
|
(20,797 |
) |
|
|
(24,326 |
) |
Adjustments to derive FFO, as adjusted from unconsolidated joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of net income |
|
|
(3,348 |
) |
|
|
(3,257 |
) |
|
|
(12,416 |
) |
|
|
(7,507 |
) |
AMBs share of FFO, as adjusted |
|
|
15,936 |
|
|
|
11,079 |
|
|
|
45,833 |
|
|
|
35,000 |
|
Adjustments for impairments, restructuring charges and debt extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172,059 |
|
Discontinued operations real estate impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,794 |
|
Restructuring charges |
|
|
1,029 |
|
|
|
|
|
|
|
4,874 |
|
|
|
3,824 |
|
Loss on early extinguishment of debt |
|
|
1,967 |
|
|
|
|
|
|
|
2,546 |
|
|
|
657 |
|
Allocation to participating securities(2) |
|
|
(52 |
) |
|
|
(261 |
) |
|
|
(125 |
) |
|
|
(889 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations, as adjusted(1) |
|
$ |
54,998 |
|
|
$ |
106,531 |
|
|
$ |
154,193 |
|
|
$ |
240,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO, as adjusted per common share and unit (diluted) |
|
$ |
0.32 |
|
|
$ |
0.71 |
|
|
$ |
0.94 |
|
|
$ |
1.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and units (diluted) |
|
|
170,985 |
|
|
|
149,088 |
|
|
|
164,277 |
|
|
|
133,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
|
|
Page 8 |
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 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.
See Consolidated Statements of Funds from Operations, as adjusted for a reconciliation of FFO, as
adjusted, from net income available to common stockholders.
The following table reconciles projected FFO, as adjusted excluding AMBs share of development
gains (or Core FFO, as adjusted) from projected net income available to common stockholders for
the years ended December 31, 2010 and 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2011 |
|
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
Projected net (loss) income available to common stockholders |
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
|
$ |
(0.03 |
) |
|
$ |
0.07 |
|
AMBs share of projected depreciation and amortization |
|
|
1.33 |
|
|
|
1.33 |
|
|
|
1.36 |
|
|
|
1.36 |
|
AMBs share of depreciation on development profits recognized to date |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
AMBs share of gains on dispositions of operating properties recognized to date |
|
|
(0.10 |
) |
|
|
(0.10 |
) |
|
|
|
|
|
|
|
|
Loss on early extinguishment of debt |
|
|
0.02 |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
Restructuring charges |
|
|
0.03 |
|
|
|
0.03 |
|
|
|
|
|
|
|
|
|
Impact of additional dilutive securities, other, rounding |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected Funds From Operations, as adjusted (FFO, as adjusted) |
|
$ |
1.23 |
|
|
$ |
1.29 |
|
|
$ |
1.30 |
|
|
$ |
1.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMBs share of development gains recognized to date |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected FFO, as adjusted excluding AMBs share of
development gains (or Core FFO, as adjusted)(3) |
|
$ |
1.20 |
|
|
$ |
1.26 |
|
|
$ |
1.30 |
|
|
$ |
1.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts are expressed per share, except FFO, as adjusted, and Core FFO, as adjusted, which are
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, 2010, there were 1,216 unvested restricted shares.
For the three and nine months ended September 30, 2009, there were 920 unvested restricted shares.
|
|
(3) |
|
As development gains are difficult to predict in the current economic environment,
management believes Core FFO, as adjusted, is the more appropriate and useful measure to reflect
its assessment of AMBs projected operating performance.
|
|
|
|
|
|
Page 9 |
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
September 30, 2010 |
|
|
December 31, 2009 |
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
6,871,262 |
|
|
$ |
6,708,660 |
|
Accumulated depreciation and amortization |
|
|
(1,219,307 |
) |
|
|
(1,113,808 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
5,651,955 |
|
|
|
5,594,852 |
|
Investments in unconsolidated joint ventures |
|
|
690,088 |
|
|
|
462,130 |
|
Properties held for sale or contribution, net |
|
|
228,349 |
|
|
|
214,426 |
|
|
|
|
|
|
|
|
Net investments in real estate |
|
|
6,570,392 |
|
|
|
6,271,408 |
|
Cash and cash equivalents and restricted cash |
|
|
205,591 |
|
|
|
206,077 |
|
Accounts receivable, net |
|
|
159,093 |
|
|
|
155,958 |
|
Other assets |
|
|
188,650 |
|
|
|
208,515 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
7,123,726 |
|
|
$ |
6,841,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Secured debt |
|
$ |
968,085 |
|
|
$ |
1,096,554 |
|
Unsecured senior debt |
|
|
1,571,271 |
|
|
|
1,155,529 |
|
Unsecured credit facilities |
|
|
249,108 |
|
|
|
477,630 |
|
Other debt |
|
|
278,443 |
|
|
|
482,883 |
|
Accounts payable and other liabilities |
|
|
357,800 |
|
|
|
338,042 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,424,707 |
|
|
|
3,550,638 |
|
Equity |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common equity |
|
|
3,107,871 |
|
|
|
2,716,604 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,412 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
3,331,283 |
|
|
|
2,940,016 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
Joint venture partners |
|
|
306,575 |
|
|
|
289,909 |
|
Limited partnership unitholders |
|
|
61,161 |
|
|
|
61,395 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
367,736 |
|
|
|
351,304 |
|
|
|
|
|
|
|
|
Total equity |
|
|
3,699,019 |
|
|
|
3,291,320 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
7,123,726 |
|
|
$ |
6,841,958 |
|
|
|
|
|
|
|
|