Exhibit 99.1
FOR IMMEDIATE RELEASE
AMB PROPERTY CORPORATION® ANNOUNCES FIRST QUARTER 2011 RESULTS
SAN FRANCISCO, April 20, 2011 AMB Property Corporation® (NYSE: AMB), a leading owner,
operator and developer of global industrial real estate, today reported results for the first
quarter of 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 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.
The global economic recovery is continuing to gain strength as we anticipated, said Hamid R.
Moghadam, chairman and CEO. Global consumption, production and trade are past previous peak levels
today and we expect U.S. inventory growth to accelerate this year. With emerging markets already
ahead of the curve, we believe a broader improvement of operating fundamentals will lead to an
increase in demand for logistics space globally.
Owned and Managed Portfolio Operating Results
AMBs 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 AMBs operating portfolio decreased 12.6 percent
for the trailing four quarters ended March 31, 2011.
Leasing Activity
During the first quarter, the company 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. The company leased 469,000 square feet (40,500 square meters) of
its development portfolio in the first quarter 2011.
Private Capital Activity
During the first quarter, the company 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. |
Pier 1, Bay 1 San Francisco, California 94111 United States Main +1 415 394 9000 Fax +1 415 394 9001
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AMB raised more third party equity in the first quarter alone than we have ever done in a full
year. Private capital will continue to be an important driver of the business, and today
we have $3.2 billion of capital in our various partnerships and ventures available for future
deployment, said Guy F. Jaquier, president, Europe & Asia, president, Private Capital. Large
global institutions are seeking general partners with a commitment to aligning interests through
co-investment, deep operating and sector expertise, and a strong track record across cycles. We
line up well with these requirements.
Subsequent to quarter end, the company raised $87.6 million of third-party equity in AMB U.S.
Logistics Fund.
Capital Deployment
During the first quarter, the company 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 AMB to AMBs 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, the company acquired its partners 50 percent interest in its
AMB-SGP Joint Venture.
Liquidity
As of March 31, 2011, the companys liquidity was more than $1.4 billion, consisting of
approximately $1.2 billion of availability on its lines of credit and approximately $204 million of
unrestricted cash and cash equivalents.
Japan Update
All of the companys facilities in Japan are fully operational. With the exception of its
facility in Sendai, damages were largely superficial and repairs have been substantially completed.
AMBs portion, including its share of the Japan Fund, of uninsured losses associated with the
earthquake is approximately $2.7 million. AMB is providing displaced customers and relief agencies
with temporary space to support recovery efforts. AMB made a donation to the Red Cross
International Response Fund for relief and recovery efforts and is also encouraging employees to
contribute to the rescue efforts with the company matching these contributions.
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FFO Guidance
The company maintains its previous full-year 2011 Core FFO, as adjusted, guidance of $1.30 to
$1.40 per share, which excludes the recognition of gains from development activities and
excludes any impact of costs associated with the proposed merger with ProLogis.
Conference Call Information
The company will host a conference call to discuss first quarter 2011 results on Wednesday,
April 20 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 877 256 7020 (from the U.S. and Canada) or +1 706 643
7823 (from all other countries) and using reservation code 54105336. 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 5:00
PM PDT / 8:00 PM EDT / on Friday, May 20, 2011 at 800 642 1687 (from the U.S. and Canada) or +1 706
645 9291 (from all other countries) with the reservation code 54105336. 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.
Supplemental Earnings Measures
Included in the footnotes to the companys 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
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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 |
) |
Private capital income |
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(7,683 |
) |
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(7,445 |
) |
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 |
) |
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 |
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(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.
AMB Property Corporation.® Local partner to global trade.
AMB Property Corporation® is 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, AMB 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. AMB invests in properties located predominantly in the infill submarkets of its
targeted markets. The companys portfolio is comprised of 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, global economic recovery, global consumption,
production and trade levels, U.S. inventory growth, damage estimates from the Japan earthquake,
future investments in our co-investment ventures and joint ventures, renewal of our lines of
credit, future financing activity, ability to access attractive financing globally, taking
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, improvements in the operating environment and customer demand, 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, and 2010 and
2011 results and Core 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; 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 (including risk of dilution); defaults on or non-renewal of leases
by customers, lease renewals at lower than expected rent or failure to lease properties at all or
on favorable rents and 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
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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 risks; risks of changing personnel and roles;
losses in excess of the companys insurance coverage; changes in local, state and federal
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 and 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.
AMB CONTACTS
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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 |
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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 |
) |
Depreciation and amortization |
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(54,986 |
) |
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(47,381 |
) |
General and administrative |
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(30,661 |
) |
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(31,951 |
) |
Restructuring charges |
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(2,973 |
) |
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 |
) |
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 |
) |
Other income and expenses |
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Development profits, net of taxes |
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4,803 |
|
Equity in earnings of unconsolidated joint ventures, net |
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7,800 |
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3,875 |
|
Other income(1) |
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|
1,238 |
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|
289 |
|
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 |
) |
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 |
) |
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 |
|
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 |
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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 |
) |
Preferred stock dividends |
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|
(3,952 |
) |
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(3,952 |
) |
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 |
) |
|
Net income (loss) per common share (diluted) |
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$ |
0.05 |
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$ |
(0.03 |
) |
|
Weighted average common shares (diluted) |
|
|
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) |
|
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. |
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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 |
|
|
2010 |
|
|
Net income (loss) available to common stockholders |
|
$ |
7,821 |
|
|
$ |
(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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|
|
|
|
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|
|
Total depreciation and amortization |
|
|
54,986 |
|
|
|
47,381 |
|
Discontinued operations depreciation |
|
|
28 |
|
|
|
1,279 |
|
Non-real estate depreciation |
|
|
(1,897 |
) |
|
|
(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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|
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Joint venture partners noncontrolling interests (Net income (loss)) |
|
|
2,049 |
|
|
|
(375 |
) |
Limited partnership unitholders noncontrolling interests (Net income (loss)
and development profits) |
|
|
145 |
|
|
|
(94 |
) |
FFO, as defined by NAREIT, attributable to joint venture partners
noncontrolling interests |
|
|
(7,542 |
) |
|
|
(5,380 |
) |
Adjustments to derive FFO, as defined by NAREIT, from unconsolidated joint ventures |
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AMBs share of net income |
|
|
(7,800 |
) |
|
|
(3,875 |
) |
AMBs share of FFO, as defined by NAREIT |
|
|
20,881 |
|
|
|
14,453 |
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|
Funds from operations, as defined by NAREIT(1) |
|
$ |
53,602 |
|
|
$ |
44,851 |
|
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|
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|
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|
|
Adjustments for impairments, restructuring charges, merger transaction costs
and debt extinguishment |
|
|
|
|
|
|
|
|
Restructuring charges |
|
|
|
|
|
|
2,973 |
|
Merger transaction costs |
|
|
3,697 |
|
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|
|
|
Allocation to participating securities(2) |
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|
(69 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
Funds from operations, as adjusted(1) |
|
$ |
57,230 |
|
|
$ |
47,782 |
|
|
FFO, as adjusted per common share and unit (diluted) |
|
$ |
0.33 |
|
|
$ |
0.31 |
|
|
Weighted average common shares and units (diluted) |
|
|
172,973 |
|
|
|
152,770 |
|
|
|
|
|
|
|
|
|
|
|
|
Core Funds From Operations, as adjusted |
|
|
|
|
|
|
|
|
Funds from operations, as adjusted |
|
$ |
57,230 |
|
|
$ |
47,782 |
|
Development profits, net of taxes |
|
|
(1,112 |
) |
|
|
(3,257 |
) |
Joint venture partners and limited partnership unitholders share of development
profits, net of taxes |
|
|
29 |
|
|
|
106 |
|
Limited partnership unitholders noncontrolling interests (Development profits) |
|
|
(29 |
) |
|
|
(106 |
) |
Allocation to participating securities(2) |
|
|
8 |
|
|
|
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
|
|
|
|
|
|
|
|
Page 9 |
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.
|
|
|
|
|
|
|
|
Page 10 |
The following table reconciles projected Core FFO, as adjusted, from projected net income 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. |
|
|
|
|
|
|
|
|
Page 11 |
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 |
|
|