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 3, 2011
AMB PROPERTY CORPORATION
AMB PROPERTY,
L.P.
(Exact name of registrant as specified in its charter)
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Maryland (AMB Property
Corporation) Delaware (AMB Property, L.P.)
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001-13545 (AMB Property
Corporation) 001-14245 (AMB Property, L.P.)
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94-3281941 (AMB Property
Corporation) 94-3285362 (AMB Property, L.P.) |
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(State or other jurisdiction of
incorporation)
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(Commission file number)
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(I.R.S. employer identification
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):
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))
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (AMB Property Corporation) AND
ITEM 7.01 REGULATION FD DISCLOSURE (AMB Property Corporation and AMB Property, L.P.)
On February 3, 2011, AMB
Property Corporation, AMB Property, L.P.s general partner,
disclosed a supplemental analyst package in connection with its earnings
conference call for the fourth quarter of 2010. A copy of the supplemental analyst package is
attached hereto as Exhibit 99.1. This section and the attached exhibit are provided under Items 2.02 and 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange
Commission.
Forward Looking Statements
Some of the information included in this report and the presentations to be held in
connection therewith contains forward-looking statements, such as those related to factors
regarding
positive net absorption, renewal of our lines of credit, future
financing activity, ability to access attractive financing globally,
our growth opportunities, long term prospects for AMB and industrial
real estate, scaled overhead structure, capital required for growth
and funding sources, our future debt and JV debt structure and
strategies regarding average remaining terms, average rates, floating
rates, bond issuances, credit facilities and secured debt,
consolidated vs. unconsolidated debt, share of JV debt vs. wholly
owned debt, NAV, compound annual growth rate, teams fully engaged in
best markets,
our buying advantage and investment opportunities available to us (including distressed or
strategic transactions), utilization of low yielding assets and acquiring assets in excess of cost
of capital,
recovery in leading business indicators and fundamentals, including rental rates, occupancy, real estate values, and
investor/customer interest, FFO, as adjusted, Core FFO, as adjusted, NOI and earnings generated by increased occupancy, rental rate
recovery, lease up of the development portfolio, monetization of land bank and development
capability, and the formation of new ventures,
capital deployment and other value creating activities, the
consummation of asset sales marketed, under contract or LOI, our opportunities and plans (including
those regarding our global positioning and future capital deployment), estimated financial and
performance results, our projected funds from operations, future assets under management, same
store and/or cash net operating income, development portfolio
lease-up, revenue, G&A, overhead expenses, deployed equity,
occupancy and other financial and operational guidance, our
future performance compared to peers and other market indices, rent growth, industrial and other
market, GDP and trade growth, market drivers, trends and forecasts, port opportunities, on-tarmac
opportunities, hiring, performance and retention of key personnel, leveraging of relationships,
continuation and effectiveness of strategic drivers, information regarding our development,
value-added conversion, redevelopment and value-added acquisition projects (including stabilization
or completion dates, square feet at stabilization or completion, sale or contribution dates, yields
from such projects, our share of remaining funding, costs and total investment amounts, scope,
location and timing of development starts and other projects, margins, projected gains and returns,
sustainability, profitability, demand for projects, targeted value-added conversion and acquisition
projects, intent of property use, redevelopment and conversion timelines, entitlement and
repositioning potential of land), ability to deliver customer solutions, strength of lender and
customer relationships, lease expirations, performance and value-creation of investments and market
entry opportunities, real estate valuations, capitalization rates, acquisition capital and volume,
scope and build out and monetization potential of land inventory, co-investment venture and other
estimated investment capacity, terms of the co-investment ventures, performance, revenues and
returns on investment, target leverage, timing and amounts of incentive, asset management,
acquisition and other private capital distributions, promotes and
fees, private capital demand, amounts of new investment, launching of
additional joint ventures, termination of funds, planned gross capitalization, future balance sheet
capacity to cover capital requirements, our plans and ability to retire, refinance and issue
secured and unsecured debt and maintain fixed charge coverage at certain levels, ability to
exercise or maintain credit extensions, our position to maintain a solid financial position,
maintain leverage targets and address debt maturities and interest rate changes, 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 numerous 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, forecasting, 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 should not be read as guarantees of future performance or
results, and will not necessarily be accurate indicators of whether, or the time at which, such
performance or results will be achieved. There is no assurance that the events or circumstances
reflected in forward-looking statements will occur or be achieved. 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 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 laws and regulatory requirements, including changes in real
estate, tax 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.