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): April 20, 2011
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 April 20, 2011, we issued a press release entitled AMB Property Corporation Announces First
Quarter 2011 Results, which sets forth disclosure regarding our results of operations for the
first quarter 2011. 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 Securities and Exchange Commission.
ITEM 8.01 OTHER EVENTS
On April 20, 2011, we reported results for the first quarter 2011. Core FFO per fully diluted
share and unit, as adjusted, was $0.32 for the first quarter of 2011 as compared to $0.29 the same
period in 2010. Core FFO, as adjusted, excludes the recognition of development gains of $1.1
million and merger transaction costs of $3.7 million. Funds from operations, as
adjusted, per fully diluted share and unit, was $0.33 for the first quarter of 2011 as compared to
$0.31 the same period in 2010. FFO, as adjusted, includes development gains but excludes merger
transaction costs.
Net income available to common stockholders per fully diluted share (EPS) for the first quarter
of 2011 was $0.05, as compared to a loss of $(0.03) for the same quarter in 2010.
Owned and Managed Portfolio Operating Results
Our operating portfolio was 92.8 percent occupied as of March 31, 2011, with an average occupancy
rate of 92.4 percent for the quarter. Cash-basis same store net operating income
(SS NOI) increased by 0.2 percent for the first quarter as compared to (5.1) percent for the same period
in 2010. Average rent on renewals and rollovers in our operating portfolio decreased 12.6 percent
for the trailing four quarters ended March 31, 2011.
Leasing Activity
During the first quarter, we leased a total of 8.9 million square feet (826,800 square
meters) of its operating portfolio. This volume of leasing represents the highest first quarter in
its 27-year history. We leased 469,000 square feet (40,500 square meters) of our
development portfolio in the first quarter 2011.
Private Capital Activity
During the first quarter, we raised a record $1.1 billion in new third-party equity,
including:
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$566 million (400 million euros using the March 31, 2011 exchange rate) raised for
AMB Europe Logistics Joint Venture, focused on core investments; and |
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$500 million raised for AMB China Logistics Venture I, a development joint
venture. |
Subsequent to quarter end, we raised $87.6 million of third-party equity in AMB U.S.
Logistics Fund.
Capital Deployment
During the first quarter, we deployed approximately $323 million of capital, which
included:
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$300 million of new development starts in Japan, Brazil, China, and Germany; |
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Approximately $23 million in acquisitions at a stabilized capitalization rate of
6.2 percent, comprised of two properties totaling approximately 308,300 square feet (28,640
square meters); and |
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Dispositions totaling approximately $78 million in the first quarter. |
Subsequent to quarter end, $168 million of assets
were contributed by us to our China Logistics
Venture I Fund comprising approximately 2.6 million square feet (241,000 square meters) of
operating and properties under development with a build out potential of 2.4 million square feet
(227,000 square meters).
Also subsequent to quarter end, we acquired our partners 50 percent interest in its
AMB-SGP Joint Venture.
Liquidity
As of March 31, 2011, our liquidity was more than $1.4 billion,
consisting of
approximately $1.2 billion of availability on our lines of credit and approximately $204 million of
unrestricted cash and cash equivalents.
Japan Update
All of our facilities in Japan are fully operational. With the exception of its facility
in Sendai, damages were largely superficial and repairs have been substantially completed. Our
portion, including our share of the Japan Fund, of uninsured losses associated with the earthquake
is approximately $2.7 million. We are providing displaced customers and relief agencies with
temporary space to support recovery efforts. We made a donation to the Red Cross International
Response Fund for relief and recovery efforts and are also encouraging employees to contribute to
the rescue efforts with the company matching these contributions.
SUPPLEMENTAL EARNINGS MEASURES
Included in the footnotes to the attached financial statements is a discussion of why
management believes FFO, as adjusted, FFOPS, as adjusted, Core FFO, as adjusted, and Core FFOPS, as
adjusted and FFO, as defined by NAREIT (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 (loss) available to common
stockholders 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 net operating income (NOI) as rental revenues, including reimbursements, less
property operating expenses. NOI excludes depreciation, amortization, general and administrative
expenses, restructuring charges, real estate impairment losses, merger transaction costs,
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 cash-basis same store net operating income (SS NOI) to be a useful supplemental
measure of our operating performance for properties that are considered part of the same store
pool. AMB defines SS NOI as NOI on a same store basis excluding straight line rents and
amortization of lease intangibles. Same store pool includes all properties that are owned as of the
end of both the current and prior year reporting periods and excludes development properties for
both the current and prior reporting periods. The same store pool is set annually and excludes
properties purchased and developments stabilized after December 31, 2009. 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, merger transaction
costs, 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. A reconciliation from net income
(loss) to SS NOI is
provided below (dollars in thousands) and published in AMBs quarterly supplemental analyst
package, available on AMBs website at www.amb.com.
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For the Quarters Ended |
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March 31, |
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2011 |
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2010 |
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Net income (loss) |
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$ |
14,322 |
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$ |
(620 |
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Private capital income |
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(7,683 |
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(7,445 |
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Depreciation and amortization |
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54,986 |
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47,381 |
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General and administrative and fund costs |
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30,902 |
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32,265 |
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Restructuring charges |
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2,973 |
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Merger transaction costs |
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3,697 |
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Total other income and expenses |
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26,850 |
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24,813 |
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Total discontinued operations |
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(17,051 |
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(840 |
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NOI |
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106,023 |
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98,527 |
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Less non same-store NOI |
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(18,888 |
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(11,233 |
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Less non cash adjustments(1) |
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(2,279 |
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(2,877 |
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Cash-basis same-store NOI |
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$ |
84,856 |
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$ |
84,417 |
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Less lease termination fees |
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$ |
(393 |
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$ |
(638 |
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Cash-basis same-store NOI, excluding lease termination fees |
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$ |
84,463 |
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$ |
83,779 |
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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 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.
We are a leading owner, operator and developer of industrial real estate, focused on major hub and
gateway distribution markets in the Americas, Europe and Asia. As of March 31, 2011, we owned, or
had investments in, on a consolidated basis or through unconsolidated joint ventures, properties
and development projects expected to total approximately 161 million square feet (15 million square
meters) in 49 markets within 15 countries. We invest in properties located predominantly in the
infill submarkets of its 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 estimated build-out potential of our acquisitions, projected core funds from operations,
projected net income (loss) and losses from the Japan earthquake 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 the
future performance or results, and will not necessarily be accurate indicators of whether, or the
time at which, such performance of 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 proposed
merger transaction with ProLogis, including litigation related to the merger, any decreases in the
price of ProLogis stock, and the risk that, if completed, the merger may not achieve its intended
results; risks associated with the ability to consummate the merger and the timing of the closing
of the merger; 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; costs or liabilities related to our proposed merger transaction with ProLogis; 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
law 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, 2010.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
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For the Quarters Ended March 31, |
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2011 |
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2010 |
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Revenues |
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Rental revenues |
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$ |
158,085 |
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$ |
146,645 |
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Private capital revenues |
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7,683 |
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7,445 |
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Total revenues |
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165,768 |
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154,090 |
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Costs and expenses |
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Property operating costs |
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(52,062 |
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(48,118 |
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Depreciation and amortization |
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(54,986 |
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(47,381 |
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General and administrative |
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(30,661 |
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(31,951 |
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Restructuring charges |
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(2,973 |
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Merger transaction costs |
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(3,697 |
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Fund costs |
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(241 |
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(314 |
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Other expenses(1) |
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(946 |
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(1,191 |
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Total costs and expenses |
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(142,593 |
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(131,928 |
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Other income and expenses |
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Development profits, net of taxes |
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4,803 |
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Equity in earnings of unconsolidated joint ventures, net |
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7,800 |
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3,875 |
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Other income(1) |
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1,238 |
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289 |
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Interest expense, including amortization |
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(34,942 |
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(32,589 |
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Total other income and expenses, net |
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(25,904 |
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(23,622 |
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Loss from continuing operations |
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(2,729 |
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(1,460 |
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Discontinued operations |
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Income attributable to discontinued operations |
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870 |
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|
840 |
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Development profits, net of taxes |
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1,637 |
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Gains from sale of real estate interests, net of taxes |
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14,544 |
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Total discontinued operations |
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17,051 |
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840 |
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Net income (loss) |
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14,322 |
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(620 |
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Noncontrolling interests share of net (income) loss |
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Joint venture partners share of net (income) loss |
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(2,049 |
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375 |
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Joint venture partners and limited partnership unitholders share of development profits, net of taxes |
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(29 |
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(106 |
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Limited partnership unitholders |
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(116 |
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200 |
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Total noncontrolling interests share of net (income) loss |
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(2,194 |
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469 |
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Net income (loss) attributable to AMB Property Corporation |
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12,128 |
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(151 |
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Preferred stock dividends |
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(3,952 |
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(3,952 |
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Allocation to participating securities(2) |
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(355 |
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(344 |
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Net income (loss) available to common stockholders |
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$ |
7,821 |
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$ |
(4,447 |
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Net income (loss) per common share (diluted) |
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$ |
0.05 |
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$ |
(0.03 |
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Weighted average common shares (diluted) |
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|
168,100 |
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148,666 |
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(1) |
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Includes changes in liabilities and assets associated with AMBs deferred
compensation plan for the three months ended March 31, 2011 and 2010 of $775 and $919,
respectively. |
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(2) |
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Represents net income attributable to AMB Property Corporation, net of preferred
stock dividends, allocated to outstanding unvested restricted shares. For the three months ended
March 31, 2011, there were 1,269 unvested restricted shares outstanding. For the three months
ended March 31, 2010, there were 1,228 unvested restricted shares outstanding. |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS, AS ADJUSTED (1)
(in thousands, except per share data)
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For the Quarters Ended March 31, |
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2011 |
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2010 |
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Net income (loss) available to common stockholders |
|
$ |
7,821 |
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$ |
(4,447 |
) |
Gains from sale or contribution of real estate interests, net of taxes |
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|
(14,544 |
) |
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Depreciation and amortization |
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Total depreciation and amortization |
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54,986 |
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|
47,381 |
|
Discontinued operations depreciation |
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|
28 |
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|
1,279 |
|
Non-real estate depreciation |
|
|
(1,897 |
) |
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|
(2,545 |
) |
Adjustment for depreciation on development profits |
|
|
(525 |
) |
|
|
(1,546 |
) |
Adjustments to derive FFO, as defined by NAREIT, from noncontrolling interests |
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Joint venture partners noncontrolling interests (Net income (loss)) |
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|
2,049 |
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(375 |
) |
Limited partnership unitholders noncontrolling interests (Net income (loss) and development profits) |
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|
145 |
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(94 |
) |
FFO, as defined by NAREIT, attributable to joint venture partners noncontrolling interests |
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|
(7,542 |
) |
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(5,380 |
) |
Adjustments to derive FFO, as defined by NAREIT, from unconsolidated joint ventures |
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AMBs share of net income |
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(7,800 |
) |
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(3,875 |
) |
AMBs share of FFO, as defined by NAREIT |
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|
20,881 |
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|
14,453 |
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Funds from operations, as defined by NAREIT(1) |
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$ |
53,602 |
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$ |
44,851 |
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Adjustments for impairments, restructuring charges, merger transaction costs and debt extinguishment |
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Restructuring charges |
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|
|
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|
2,973 |
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Merger transaction costs |
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|
3,697 |
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Allocation to participating securities(2) |
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(69 |
) |
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(42 |
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Funds from operations, as adjusted(1) |
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$ |
57,230 |
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$ |
47,782 |
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FFO, as adjusted per common share and unit (diluted) |
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$ |
0.33 |
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$ |
0.31 |
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Weighted average common shares and units (diluted) |
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|
172,973 |
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|
152,770 |
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Core Funds From Operations, as adjusted |
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Funds from operations, as adjusted |
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$ |
57,230 |
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$ |
47,782 |
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Development profits, net of taxes |
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|
(1,112 |
) |
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|
(3,257 |
) |
Joint venture partners and limited partnership unitholders share of development profits, net of taxes |
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|
29 |
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|
106 |
|
Limited partnership unitholders noncontrolling interests (Development profits) |
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|
(29 |
) |
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|
(106 |
) |
Allocation to participating securities(2) |
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|
8 |
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|
26 |
|
|
|
|
|
|
|
|
Core Funds From Operations, as adjusted(1) |
|
$ |
56,126 |
|
|
$ |
44,551 |
|
|
Core FFO, as adjusted per common share and unit (diluted) |
|
$ |
0.32 |
|
|
$ |
0.29 |
|
|
Weighted average common shares and units (diluted) |
|
|
172,973 |
|
|
|
152,770 |
|
|
|
|
|
(1) Funds From Operations, as adjusted, (FFO, as adjusted,), Funds From
Operations, Per Share and Unit, as adjusted (FFOPS, as adjusted), Core FFO, as adjusted, Core
FFO Per Share and Unit, as adjusted (Core FFOPS, as adjusted ), and Funds From Operations, as
defined by NAREIT (FFO, as defined by NAREIT) (together with FFO, as adjusted, FFOPS, as
adjusted, Core FFO, as adjusted, Core FFOPS, as adjusted, and FFO, as defined by NAREIT, 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), FFO per share and unit, as adjusted (or FFOPS, as adjusted), Core FFO, as adjusted, Core
FFO per share and unit, as adjusted (or Core FFOPS, as adjusted) and FFO, as defined by NAREIT, 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.
AMB defines Core FFOPS, as adjusted as Core FFO, as adjusted per fully diluted weighted share of
AMBs common stock and operating partnership units. AMB calculates Core FFO, as adjusted as FFO, as
adjusted excluding AMBs share of development profits. These calculations also include 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. AMB
includes in its calculation of FFO, as adjusted, gains or losses related to the contribution of
previously depreciated real estate to joint ventures. Although it is a departure from the current
NAREIT definition, AMB believes such calculation of FFO, as adjusted, better reflects the value
created as a result of the contributions.
In addition, AMB calculates FFO, as adjusted, to exclude impairment and restructuring charges,
merger transaction costs, debt extinguishment losses and the 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 preferred unit
redemption discount reflects the gain associated with the discount to liquidation preference in the
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. The merger transaction costs, which reflected costs associated
with AMBs potential merger transaction with ProLogis, represented fluctuations that can have
inconsistent effects on AMBs results of operations. 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 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 (loss) available to common stockholders and a reconciliation of Core FFO,
as adjusted from FFO, as adjusted.
The following table reconciles projected Core FFO, as adjusted, from projected net income (loss)
available to common stockholders for the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
|
|
Low |
|
|
High |
|
Projected net income available to common stockholders |
|
$ |
0.04 |
|
|
$ |
0.14 |
|
AMBs share of projected depreciation and amortization |
|
|
1.37 |
|
|
|
1.37 |
|
AMBs share of depreciation on development profits recognized to date |
|
|
0.00 |
|
|
|
0.00 |
|
AMBs share of gains on dispositions of operating properties recognized to date |
|
|
(0.09 |
) |
|
|
(0.09 |
) |
Merger transaction costs |
|
|
0.02 |
|
|
|
0.02 |
|
Impact of additional dilutive securities, other, rounding |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
Projected Funds From Operations, as adjusted (FFO, as adjusted) |
|
$ |
1.31 |
|
|
$ |
1.41 |
|
|
AMBs share of development profits recognized to date |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
|
Projected Core FFO, as adjusted(3) |
|
$ |
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, as adjusted allocated to outstanding unvested restricted
shares. For the three months ended March 31, 2011, there were 1,269 unvested restricted shares. For
the three months ended March 31, 2010, there were 1,228 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. |
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
Assets |
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
6,841,289 |
|
|
$ |
6,906,176 |
|
Accumulated depreciation and amortization |
|
|
(1,313,547 |
) |
|
|
(1,268,093 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
5,527,742 |
|
|
|
5,638,083 |
|
Investments in unconsolidated joint ventures |
|
|
911,003 |
|
|
|
883,241 |
|
Properties held for sale or contribution, net |
|
|
346,242 |
|
|
|
242,098 |
|
|
|
|
|
|
|
|
Net investments in real estate |
|
|
6,784,987 |
|
|
|
6,763,422 |
|
Cash and cash equivalents and restricted cash |
|
|
235,288 |
|
|
|
228,415 |
|
Accounts receivable, net |
|
|
170,867 |
|
|
|
167,735 |
|
Other assets |
|
|
229,621 |
|
|
|
213,323 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
7,420,763 |
|
|
$ |
7,372,895 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Secured debt |
|
$ |
961,264 |
|
|
$ |
962,434 |
|
Unsecured senior debt |
|
|
1,639,823 |
|
|
|
1,685,956 |
|
Unsecured credit facilities |
|
|
402,784 |
|
|
|
268,933 |
|
Other debt |
|
|
422,180 |
|
|
|
413,976 |
|
Accounts payable and other liabilities |
|
|
294,619 |
|
|
|
339,474 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,720,670 |
|
|
|
3,670,773 |
|
Equity |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Common equity |
|
|
3,079,320 |
|
|
|
3,097,311 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,412 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
3,302,732 |
|
|
|
3,320,723 |
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
Joint venture partners |
|
|
342,514 |
|
|
|
325,590 |
|
Limited partnership unitholders |
|
|
54,847 |
|
|
|
55,809 |
|
|
|
|
|
|
|
|
Total noncontrolling interests |
|
|
397,361 |
|
|
|
381,399 |
|
|
|
|
|
|
|
|
Total equity |
|
|
3,700,093 |
|
|
|
3,702,122 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
7,420,763 |
|
|
$ |
7,372,895 |
|
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
99.1
|
|
AMB Property Corporation Press Release dated April 20, 2011 |
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: April 20, 2011 |
By: |
/s/ Tamra D. Browne
|
|
|
|
Tamra D. Browne |
|
|
|
Senior Vice President, General Counsel &
Secretary |
|
|
Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
99.1
|
|
AMB Property Corporation Press Release dated April 20, 2011 |