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): July 11, 2006

AMB PROPERTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		001-13545		94-3281941
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S employer identification number)

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 11, 2006, we issued a press release entitled “AMB Property Corporation Announces Second Quarter 2006 Results,” which sets forth disclosure regarding our results of operations for the second quarter of 2006. 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 July 11, 2006, we reported results for the second quarter and first six months of 2006.

For the quarter ended June 30, 2006, funds from operations per fully diluted share and unit was $0.87, as compared to $0.55 for the second quarter of 2005. For the six months ended June 30, 2006, funds from operations per fully diluted share and unit was $1.39, as compared to $1.09 for the same period in 2005. The quarter and year-to-date funds from operations per fully diluted share and unit results exceeded the high end of our previous guidance by $0.14 per share, primarily as a result of better than expected profitability on the assets sold or contributed during the quarter of $0.49 per share, partially offset by $0.06 per share of impairment charges.

Net income available to common stockholders per share for the second quarter of 2006 was $0.80, as compared to $0.45 for the second quarter of 2005, primarily due to increased levels of development profits and gains from dispositions of operating properties. Net income available to common stockholders per share for the six months ended June 30, 2006, was $1.06 as compared to $0.97 for the same period in 2005.

Operating Results

Our industrial operating portfolio occupancy was 95.4% at June 30, 2006, up 70 basis points from March 31, 2006, and 90 basis points from June 30, 2005. Cash-basis same store net operating income in the second quarter of 2006 increased 3.0% over the same period in 2005. When the effects of lease termination fees are excluded from this metric, the increase was 2.9%. The increase was due, in part, to a higher average occupancy rate in the same store portfolio. In the second quarter, rents on lease renewals and rollovers in our operating portfolio declined 0.9% — the lowest quarterly decline since the second quarter of 2002 — as compared to an 11.5% decline in the prior quarter and a 14.6% decline in the second quarter of 2005.

Investment Activity

New development and renovation starts in the quarter totaled more than 2.0 million square feet in four projects in the U.S., Japan and China with an estimated total investment of $134.6 million. Included is a 1.0 million square foot, three-building project in Shanghai, China, that is fully pre-committed. Our industrial development and renovation pipeline totals 47 projects of approximately 14.2 million square feet globally with an estimated total investment of $1.1 billion scheduled for delivery through the second quarter of 2008. Deliveries slated though the end of 2006 are 78% preleased or under contract for sale.

We placed three industrial development projects into operations during the second quarter of 2006. The buildings, located in the U.S. distribution markets of Washington D.C. and Los Angeles, total approximately 451,000 square feet and were completed for an aggregate investment of $52.5 million.

Our development business includes projects for sale to third parties, or contribution of stabilized properties to affiliated private capital funds. During the second quarter, we contributed AMB Ohta Distribution Center, a 790,000 square foot industrial facility located in Tokyo, to our AMB Japan Fund I, and Encino Distribution Center, a 581,000 square foot industrial facility located in Mexico City, to our Mexico fund, AMB-SGP Mexico.

During the second quarter, we acquired approximately 2.5 million square feet of distribution facilities in 27 buildings at a total acquisition cost of approximately $246.8 million. The acquisitions expand our presence in four North American target markets and in Paris, France.

In the second quarter, we completed opportunistic sales of eight operating buildings that no longer fit our strategy. In the aggregate, the buildings comprised approximately 531,000 square feet and represented approximately $37.1 million in gross disposition proceeds.

Organizational Update

With the post-quarter acquisition of the 50% of AMB BlackPine that we did not previously own, we have combined the operations of AMB BlackPine with our wholly-owned Japanese subsidiary, AMB Property Japan, creating a unified platform from which we will continue to develop, lease, acquire and operate industrial real estate in Japan. The newly integrated entity will operate as AMB Property Japan, with a combined workforce in Tokyo, Osaka, and Nagoya of 47 persons, 43 of whom are Japanese nationals.

Promotions and Addition of Company Officers

We announced eight officer promotions effective July 1, 2006. In North America, Jim McGill has been promoted to senior vice president, and Al Kalmbach, Will O’Donnell, and Marc Sances have been promoted to vice president. In Europe, Arthur Tielens has been promoted to senior vice president, and Paul Van Riemsdijk has been promoted to vice president. In Asia, Fritz Wyler has been promoted to senior vice president, and Richard Xia has been promoted to vice president.

In addition, Anthony Chiarello has joined us, in our New Jersey office, as senior vice president, Customer Development. Mr. Chiarello most recently served as president of Hudd Distribution Services, Inc., a Maersk Logistics company. Previously, he was president of Maersk Logistics USA Inc.

Supplemental Earnings Measures

We report funds from operations in accordance with the standards established by the National Association of Real Estate Investment Trusts. Included in the footnotes to our attached financial statements is a discussion of why management believes funds from operations is a useful supplemental measure of operating performance, ways in which investors might use funds from operations when assessing our financial performance and the limitations of funds from operations as a measurement tool. Reconciliation from net income to funds from operations is provided in the attached tables and published in our quarterly supplemental analyst package.

     We believe that net income, as defined by GAAP, is the most appropriate earnings measure. However, we consider same store net operating income to be a useful supplemental measure of our operating performance. Properties that are considered part of the same store pool include all properties that were owned as of the end of both the current and prior year reporting periods and exclude 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, 2004. The same store pool includes the Park One parking lot in Los Angeles, California. In deriving same store net operating income, we define net operating income as rental revenues (as calculated in accordance with GAAP), including reimbursements, less straight-line rents, property operating expenses and real estate taxes. We exclude straight-line rents in calculating same store net operating income because we believe it provides a better measure of actual cash basis rental growth for a year-over-year comparison. In addition, we believe that same store net operating income helps the investing public compare the operating performance of a company’s real estate as compared to other companies. While same store net operating income 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. Same store net operating income also does not reflect general and administrative expenses, interest expenses, 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, our computation of same store net operating income may not be comparable to that of other real estate companies, as they may use different methodologies for calculating same store net operating income.

     We are an owner and operator of industrial real estate, focused on major hub and gateway distribution markets throughout North America, Europe and Asia. As of June 30, 2006, we owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 122 million square feet (11 million square meters) and 1,094 buildings in 41 markets within eleven countries. We invest in properties located predominantly in the infill submarkets of its targeted markets. Our portfolio is comprised of High Throughput Distribution^® facilities—industrial properties built for speed and located near airports, seaports and ground transportation systems.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

		As of
		June 30, 2006				March 31, 2006				December 31, 2005
Assets
Investments in real estate:
Total investments in properties		$	7,376,322			$	6,913,524			$	6,798,294
Accumulated depreciation			(774,528	)			(736,760	)			(697,388	)
Net investments in properties			6,601,794				6,176,764				6,100,906
Investments in unconsolidated joint ventures			123,107				118,472				118,653
Properties held for contribution, net			71,981				266,311				32,755
Properties held for divestiture, net			46,857				31,201				17,936
Net investments in real estate			6,843,739				6,592,748				6,270,250
Cash and cash equivalents			231,912				168,007				267,233
Mortgages and loans receivable			18,816				21,589				21,621
Accounts receivable, net			127,528				148,907				178,682
Other assets			114,371				112,312				64,953
Total assets		$	7,336,366			$	7,043,563			$	6,802,739
Liabilities and Stockholders’ Equity
Secured debt		$	1,824,468			$	1,917,805			$	1,912,526
Unsecured senior debt			1,051,249				950,937				975,000
Unsecured credit facilities			909,952				734,110				490,072
Other debt			88,217				63,543				23,963
Accounts payable and other liabilities			254,223				249,149				263,744
Total liabilities			4,128,109				3,915,544				3,665,305
Minority interests:
Joint venture partners			950,209				899,658				853,643
Preferred unitholders			189,964				200,986				278,378
Limited partnership unitholders			89,717				87,973				89,114
Total minority interests			1,229,890				1,188,617				1,221,135
Stockholders’ equity:
Common equity			1,803,036				1,764,071				1,740,751
Preferred equity			175,331				175,331				175,548
Total stockholders’ equity			1,978,367				1,939,402				1,916,299
Total liabilities and stockholders’ equity		$	7,336,366			$	7,043,563			$	6,802,739

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)

		For the Quarters Ended							For the Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Revenues
Rental revenues		$	175,330			$	154,370			$	351,234			$	307,204
Private capital income			4,943				3,438				10,049				6,756
Total revenues			180,273				157,808				361,283				313,960
Costs and expenses
Property operating costs			(44,883	)			(39,916	)			(90,400	)			(79,500	)
Depreciation and amortization			(44,088	)			(37,764	)			(87,162	)			(72,636	)
Impairment losses			(5,394	)			—				(5,394	)			—
General and administrative			(25,144	)			(20,111	)			(47,998	)			(38,060	)
Other expenses (1)			296				792				(241	)			(738	)
Fund costs			(479	)			(380	)			(1,093	)			(744	)
Total costs and expenses			(119,692	)			(97,379	)			(232,288	)			(191,678	)
Other income and expenses
Equity in earnings of unconsolidated joint ventures (2)			8,278				7,188				10,366				8,430
Other income (1)			1,933				1,667				4,998				1,804
Gains from dispositions of real estate, net			—				17,622				—				18,923
Development profits, net of taxes			45,698				1,975				46,372				19,924
Interest expense, including amortization			(44,075	)			(37,186	)			(83,800	)			(74,011	)
Total other income and expenses			11,834				(8,734	)			(22,064	)			(24,930	)
Income from operations before minority interests			72,415				51,695				106,931				97,352
Minority interests’ share of income:
Joint venture partners’ share of income			(9,060	)			(8,893	)			(17,731	)			(18,242	)
Joint venture partners’ share of development profits			(1,619	)			(284	)			(1,651	)			(10,120	)
Preferred unitholders			(4,024	)			(5,368	)			(9,025	)			(10,736	)
Limited partnership unitholders			(495	)			(849	)			(1,311	)			(1,379	)
Total minority interests’ share of income			(15,198	)			(15,394	)			(29,718	)			(40,477	)
Income from continuing operations			57,217				36,301				77,213				56,875
Discontinued operations:
Income (loss) attributable to discontinued operations, net of minority interests			1,063				(882	)			1,630				(2,634	)
Gain from disposition of real estate, net of minority interests			17,073				5,370				24,087				33,315
Total discontinued operations			18,136				4,488				25,717				30,681
Net income			75,353				40,789				102,930				87,556
Preferred stock dividends			(3,095	)			(1,783	)			(6,191	)			(3,566	)
Preferred unit redemption discount/(issuance costs)			77				—				(1,020	)			—
Net income available to common stockholders		$	72,335			$	39,006			$	95,719			$	83,990
Net income per common share (diluted)		$	0.80			$	0.45			$	1.06			$	0.97
Weighted average common shares (diluted)			90,135,659				87,076,011				90,147,493				86,845,858

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS ⁽¹⁾
(dollars in thousands, except share data)

		For the Quarters Ended								For the Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Net income		$	75,353			$	40,789			$	102,930			$	87,556
Gains from disposition of real estate, net of minority interests			(17,073	)			(22,992	)			(24,087	)			(52,238	)
Depreciation and amortization:
Total depreciation and amortization			44,088				37,764				87,162				72,636
Discontinued operations’ depreciation			350				7,166				544				16,416
Non-real estate depreciation			(1,068	)			(802	)			(2,068	)			(1,547	)
Adjustments to derive FFO from consolidated JVs:
Joint venture partners’ minority interests (Net income)			9,060				8,893				17,731				18,242
Limited partnership unitholders’ minority interests (Net income)			495				849				1,311				1,379
Limited partnership unitholders’ minority interests (Development profits)			2,208				94				2,240				552
Discontinued operations’ minority interests (Net income)			(110	)			2,025				(214	)			4,180
FFO attributable to minority interests			(21,748	)			(24,103	)			(42,183	)			(47,690	)
Adjustments to derive FFO from unconsolidated JVs:
AMB’s share of net income			(8,278	)			(7,188	)			(10,366	)			(8,430	)
AMB’s share of FFO			2,096				4,469				5,305				7,216
AMB’s share of development profits, net			—				5,441				—				5,441
Preferred stock dividends			(3,095	)			(1,783	)			(6,191	)			(3,566	)
Preferred unit redemption discount (issuance costs)			77				—				(1,020	)			—
Funds from operations		$	82,355			$	50,622			$	131,094			$	100,147
FFO per common share and unit (diluted)		$	0.87			$	0.55			$	1.39			$	1.09
Weighted average common shares and units (diluted)			94,520,866				91,795,834				94,534,263				91,566,987

Forward Looking Statements

Some of the information included in this report contains forward-looking statements, such as those related to total expected investments in acquisitions and developments; size and timing of deliveries and total investments in development projects; and use of private capital funds for planned investment activity, 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: defaults on or non-renewal of leases by tenants, increased interest rates and operating costs, our failure to obtain necessary outside financing, re-financing risks, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest properties on advantageous terms or to timely reinvest proceeds from any divestitures, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, environmental uncertainties, risks related to natural disasters, changes in general economic conditions or in the real estate sector, changes in real estate and zoning laws or other local, state and federal regulatory requirements, a downturn in the U.S., California, or the global economy, risks related to doing business internationally, losses in excess of our insurance coverage, unknown liabilities acquired in connection with acquired properties or otherwise and increases in real property tax rates. Our success also depends upon economic trends generally, including interest rates, income tax laws, governmental regulation, legislation, population changes, 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, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

          (d) Exhibits:

Exhibit
Number		Description
99.1		AMB Property Corporation Press Release dated July 11, 2006.

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.

Exhibits

Exhibit
Number		Description
99.1		AMB Property Corporation Press Release dated July 11, 2006.