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): January 23, 2007
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
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrants’ telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 23, 2007, we issued a press release entitled “AMB Property Corporation Announces Fourth Quarter and Full Year 2006 Results,” which sets forth disclosure regarding our results of operations for the fourth quarter of 2006 and full year 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 January 23, 2007, we reported results for the fourth quarter and full year 2006.
Funds from operations per fully diluted share and unit was $1.01 for the fourth quarter of 2006, as compared to $1.15 for the same quarter in 2005. Funds from operations per fully diluted share and unit for the full year ended December 31, 2006 increased 13.5% to $3.12 from $2.75 for 2005. Funds from operations per fully diluted share and unit in the fourth quarter included better than expected results from core operations and higher incentive fees, partially offset by $0.05 of charges related to executive departures. Excluding the $0.05 charge, funds from operations per fully diluted share and unit for the fourth quarter of 2006 would have been $1.06.
Net income available to common stockholders per fully diluted share was $0.91 for the fourth quarter of 2006, as compared to $1.56 for the same quarter in 2005. Net income available to common stockholders per fully diluted share for the full year ended December 31, 2006 was $2.30, as compared to $2.85 for 2005. The decreases for the quarter and full year were due primarily to lower levels of gains on dispositions of operating properties.
Operating Results
Our operating portfolio occupancy was 96.1% at December 31, 2006. Cash-basis same store net operating income in the fourth quarter of 2006 increased 1.3% over the same period in 2005, driven primarily by occupancy gains and rising rents, partially offset by lower lease termination fees. Excluding lease termination fees, cash-basis same store net operating income during the quarter increased 3.0%. For the full year 2006, cash-basis same store net operating income increased 2.6%. Excluding lease termination fees, cash-basis same store net operating income for the full year 2006 increased 3.2%. In the fourth quarter, rents on lease renewals and rollovers in our operating portfolio increased 4.1%, as compared to an increase in the prior quarter and a decline in the fourth quarter of 2005.
Investment Activity
New development and renovation starts in the quarter totaled approximately 2.7 million square feet in 11 projects in North America, Europe and Asia, with an estimated total investment of $309.7 million. At year end, our industrial development and renovation pipeline consisted of 45 projects totaling approximately 13.7 million square feet globally with an estimated total investment of $1.3 billion.

 


 

Our development business includes contributions of stabilized properties to affiliated private capital funds or sale of projects to third parties. During the fourth quarter, we contributed two properties totaling 1.2 million square feet to our AMB Japan Fund I: AMB Amagasaki Distribution Center 1, a 965,155 square foot, multi-story distribution facility in Osaka, and AMB Kashiwa Distribution Center, a 221,160 square foot, build-to-suit facility in Tokyo. We also contributed during the quarter a 262,770 square foot distribution facility in Mexico City, to our AMB—SGP Mexico Fund, and three industrial properties in Chicago, Miami and New Jersey, comprising approximately
554,280 square feet, to our AMB Institutional Alliance Fund III.
Also during the quarter, we contributed a land parcel to our newly formed AMB DFS Fund I, the previously announced joint venture with GE Real Estate. We also sold two development properties and several land parcels to third parties.
During the quarter, we acquired 3.9 million square feet of industrial distribution space in 37 buildings at a total acquisition cost of approximately $318.5 million. Acquisitions for the full year 2006 totaled approximately 9.8 million square feet of industrial space in 106 buildings, at a total acquisition cost of approximately $834.2 million, further expanding the our presence in several target markets in North America and Europe.
During the year, our capital deployment topped $1.7 billion of acquisitions and development starts, up from $1.1 billion in 2005. At quarter end, our land bank can support an estimated 30.5 million square feet of future growth.
In the fourth quarter, we sold 60 operating buildings that in the aggregate comprised approximately 5.5 million square feet and represented approximately $275.9 million in gross disposition proceeds. With these sales, we disposed of assets that no longer fit our strategy and exited the three non-core markets of Charlotte, Cincinnati and Memphis. Opportunistic sales for the full year of 2006 totaled 6.4 million square feet and resulted in approximately $335.1 million in gross disposition proceeds.
Additions and Promotions of Company Officers
Announced previously, Thomas Olinger has been named our chief financial officer, effective March 1, 2007, replacing Michael Coke whose decision to retire was also announced previously. Mr. Coke will continue to serve as executive vice president during a transition period, which is expected to be completed by our second quarter 2007 earnings announcement. Also announced previously, Nina Tran, senior vice president, finance, has been appointed as chief accounting officer, replacing Mr. Coke in this role.
We announced that four officers have joined us: Gregory Everson joined the San Francisco office as vice president, information systems; Charles Fiveash joined the East Region in North America as vice president, leasing and marketing director; Jeroen Smit joined the Europe team as vice president, asset operations; and Anton van Vlerken joined the Europe team as vice president, general manager, Benelux.

 


 

We announced the following officer promotions during the quarter: Michael Evans has been promoted to senior vice president, managing director, Japan; Steve Lueck and Mark Saturno have been promoted to senior vice president; and Tim Arndt, Katie Barrios, Jeff Bray, Jessica Duran, Bo Farkas, Bill Griffiths, Jeff Hough, Nick Kittredge, Clarinda Low, Susan Pi, Matt Sargent, Paula Solari, Daisuke Uemura, Greg Wilson and Alex Wong have been promoted to vice president.
Supplemental Earnings Measures
We report FFOPS and unit 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 FFOPS is a useful supplemental measure of operating performance, ways in which investors might use FFOPS when assessing our financial performance and FFOPS’s limitations as a measurement tool. Reconciliation from net income to funds from operations is provided in the attached tables.
We believe that net income, as defined by GAAP, is the most appropriate earnings measure. However, we consider same store net operating income (SSNOI) to be a useful supplemental measure of its 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. In deriving SSNOI, we define NOI 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 SSNOI 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 SSNOI helps the investing public compare our operating performance with that of other companies. While SSNOI 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. SSNOI 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 its results from operations. Further, our computation of SSNOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating SSNOI. Reconciliation from net income to SSNOI is provided in the tables below.
We are a global developer and owner of industrial real estate, focused on major hub and gateway distribution markets throughout North America, Europe and Asia. As of December 31, 2006, we owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 124.7 million square feet (11.6 million square meters) and 1,088 buildings in 39 markets within 12 countries. We invest in properties located predominantly in the infill submarkets of our 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)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
See note 1 for pro forma information.
                                         
    As of
    December 31, 2006     September 30, 2006     June 30, 2006     March 31, 2006     December 31, 2005(1)  
Assets
                                       
Investments in real estate:
                                       
Total investments in properties
  $ 6,575,733     $ 7,553,031     $ 7,376,322     $ 6,913,524     $ 6,798,294  
Accumulated depreciation
    (789,693 )     (821,545 )     (774,528 )     (736,760 )     (697,388 )
 
                             
Net investments in properties (1)
    5,786,040       6,731,486       6,601,794       6,176,764       6,100,906  
Investments in unconsolidated joint ventures
    274,381       116,856       123,107       118,472       118,653  
Properties held for contribution, net
    154,036       184,365       71,981       266,311       32,755  
Properties held for divestiture, net
    20,916       63,402       46,857       31,201       17,936  
 
                             
Net investments in real estate
    6,235,373       7,096,109       6,843,739       6,592,748       6,270,250  
Cash and cash equivalents
    195,878       184,230       231,912       168,007       267,233  
Mortgages and loans receivable
    18,747       18,782       18,816       21,589       21,621  
Accounts receivable, net
    133,998       143,594       127,528       148,907       178,682  
Other assets
    129,516       135,646       114,371       112,312       64,953  
 
                             
Total assets (1)
  $ 6,713,512     $ 7,578,361     $ 7,336,366     $ 7,043,563     $ 6,802,739  
 
                             
 
                                       
Liabilities and stockholders’ equity
                                       
Secured debt
  $ 1,395,354     $ 1,874,887     $ 1,829,968     $ 1,917,805     $ 1,912,526  
Unsecured senior debt
    1,101,874       1,226,561       1,051,249       950,937       975,000  
Unsecured credit facilities
    852,033       801,656       904,452       734,110       490,072  
Other debt
    88,154       79,894       88,217       63,543       23,963  
Accounts payable and other liabilities
    271,880       297,358       254,223       249,149       263,744  
 
                             
Total liabilities (1)
    3,709,295       4,280,356       4,128,109       3,915,544       3,665,305  
Minority interests:
                                       
Joint venture partners
    555,201       977,452       950,209       899,658       853,643  
Preferred unitholders
    180,298       180,298       190,198       200,986       278,378  
Limited partnership unitholders
    102,061       79,733       89,705       87,973       89,114  
 
                             
Total minority interests
    837,560       1,237,483       1,230,112       1,188,617       1,221,135  
Stockholders’ equity:
                                       
Common equity
    1,943,240       1,836,928       1,802,814       1,764,071       1,740,751  
Preferred equity
    223,417       223,594       175,331       175,331       175,548  
 
                             
Total stockholders’ equity
    2,166,657       2,060,522       1,978,145       1,939,402       1,916,299  
 
                             
Total liabilities and stockholders’ equity
  $ 6,713,512     $ 7,578,361     $ 7,336,366     $ 7,043,563     $ 6,802,739  
 
                             
 
(1)   Pro forma balances as of December 31, 2005 for net investments in properties, total assets, and total liabilities would have been $5,343,030, $6,044,863, and $3,213,626, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of December 31, 2005.

 


 

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
See notes 1 and 3 for pro forma information.
                                 
    For the Quarters Ended     For the Years Ended  
    December 31,     December 31,  
    2006     2005     2006     2005  
Revenues
                               
Rental revenues (1)
  $ 162,103     $ 165,191     $ 683,794     $ 616,933  
Private capital income (2)
    28,563       31,422       46,102       43,942  
 
                       
Total revenues
    190,666       196,613       729,896       660,875  
 
                       
Costs and expenses
                               
Property operating costs (3)
    (42,669 )     (42,285 )     (175,824 )     (158,929 )
Depreciation and amortization
    (42,657 )     (42,683 )     (177,824 )     (161,732 )
Impairment losses
    (918 )           (6,312 )      
General and administrative (4)
    (30,431 )     (18,968 )     (104,069 )     (71,564 )
Other expenses (5)
    (1,486 )     (1,375 )     (2,620 )     (5,038 )
Fund costs
    (503 )     (409 )     (2,091 )     (1,482 )
 
                       
Total costs and expenses
    (118,664 )     (105,720 )     (468,740 )     (398,745 )
 
                       
Other income and expenses
                               
Equity in earnings of unconsolidated joint ventures (6)
    10,635       811       23,240       10,770  
Other income (5)
    1,785       3,188       9,423       5,593  
Gains from dispositions of real estate, net
          176             19,099  
Development profits, net of taxes
    36,500       34,489       106,389       54,811  
Interest expense, including amortization
    (37,218 )     (37,963 )     (165,230 )     (147,317 )
 
                       
Total other income and expenses
    11,702       701       (26,178 )     (57,044 )
 
                       
Income from operations before minority interests
    83,704       91,594       234,978       205,086  
 
                       
Minority interests’ share of income:
                               
Joint venture partners’ share of income
    (7,696 )     (9,396 )     (37,975 )     (36,401 )
Joint venture partners’ and limited partnership unitholders’ share of development profits
    (2,843 )     (3,366 )     (5,613 )     (13,492 )
Preferred unitholders
    (3,646 )     (5,369 )     (16,462 )     (21,473 )
Limited partnership unitholders
    (1,587 )     (1,974 )     (2,805 )     (3,411 )
 
                       
Total minority interests’ share of income
    (15,772 )     (20,105 )     (62,855 )     (74,777 )
 
                       
Income from continuing operations
    67,932       71,489       172,123       130,309  
 
                       
Discontinued operations:
                               
Income attributable to discontinued operations, net of minority interests
    1,511       3,877       9,314       13,945  
Gain from disposition of real estate, net of minority interests
    18,312       65,817       42,635       113,553  
 
                       
Total discontinued operations
    19,823       69,694       51,949       127,498  
 
                       
Net income
    87,755       141,183       224,072       257,807  
Preferred stock dividends
    (3,951 )     (2,039 )     (13,582 )     (7,388 )
Preferred unit redemption discount/(issuance costs)
    (66 )           (1,070 )      
 
                       
Net income available to common stockholders
  $ 83,738     $ 139,144     $ 209,420     $ 250,419  
 
                       
Net income per common share (diluted)
  $ 0.91     $ 1.56     $ 2.30     $ 2.85  
 
                       
Weighted average common shares (diluted)
    92,251,667       88,981,657       91,106,893       87,873,399  
 
                       
 
(1)   Pro forma rental revenues for the years ended December 31, 2006 and 2005 would have been $627,099 and $562,812, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of January 1, 2005.
 
(2)   Includes incentive distributions of $20.4 million and $26.4 million, for the quarters ended December 31, 2006 and 2005, respectively, and $22.5 million and $26.4 million for the years ended December 31, 2006 and 2005, respectively.
 
(3)   Pro forma property operating costs for the years ended December 31, 2006 and 2005 would have been $162,549 and $145,671, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of January 1, 2005.
 
(4)   Includes $5.1 million and $7.5 million, of charges for executive level turnover for the quarter and year ended December 31, 2006, respectively.
 
(5)   Includes changes in liabilities and assets associated with the Company’s deferred compensation plan.
 
(6)   Includes gains on sale of operating properties of $7.5 million and $0.5 million, for the quarters ended December 31, 2006 and 2005, respectively, and $15.8 million and $5.6 million, for the years ended December 31, 2006 and 2005, respectively.

 


 

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS (1)
(dollars in thousands, except share data)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
                                 
    For the Quarters Ended     For the Years Ended  
    December 31,     December 31,  
    2006     2005     2006     2005  
Net income
  $ 87,755     $ 141,183     $ 224,072     $ 257,807  
Gains from disposition of real estate, net of minority interests
    (18,312 )     (65,993 )     (42,635 )     (132,652 )
Depreciation and amortization:
                               
Total depreciation and amortization
    42,657       42,683       177,824       161,732  
Discontinued operations’ depreciation
    890       3,859       2,153       18,572  
Non-real estate depreciation
    (1,477 )     (949 )     (4,546 )     (3,388 )
Adjustments to derive FFO from consolidated JVs:
                               
Joint venture partners’ minority interests (Net income)
    7,696       9,396       37,975       36,401  
Limited partnership unitholders’ minority interests (Net income)
    1,587       1,974       2,805       3,411  
Limited partnership unitholders’ minority interests (Development profits)
    1,653       1,704       4,948       2,262  
Discontinued operations’ minority interests (Net income)
    239       1,744       31       8,769  
FFO attributable to minority interests
    (16,207 )     (27,641 )     (82,861 )     (100,275 )
Adjustments to derive FFO from unconsolidated JVs:
                               
AMB’s share of net income
    (10,635 )     (811 )     (23,240 )     (10,770 )
AMB’s share of FFO
    6,703       2,633       16,038       14,441  
AMB’s share of development profits, net
                      5,441  
Preferred stock dividends
    (3,951 )     (2,039 )     (13,582 )     (7,388 )
Preferred unit redemption discount (issuance costs)
    (66 )           (1,070 )      
 
                       
Funds from operations
  $ 98,532     $ 107,743     $ 297,912     $ 254,363  
 
                       
 
                               
FFO per common share and unit (diluted)
  $ 1.01     $ 1.15     $ 3.12     $ 2.75  
 
                       
 
                               
Weighted average common shares and units (diluted)
    97,087,889       93,422,964       95,444,072       92,508,725  
 
                       
 
(1)   Funds From Operations (“FFO”) and Funds from Operations per Share and Unit (“FFOPS”). The Company believes that net income, as defined by GAAP, is the most appropriate earnings measure. However, the Company considers funds from operations, or FFO, and funds from operations per fully diluted share and unit, or FFOPS, as defined by NAREIT, to be useful supplemental measures of its operating performance. FFO is defined as net income, calculated in accordance with GAAP, less gains (or losses) from dispositions of real estate held for investment purposes and real estate-related depreciation, and adjustments to derive the Company’s pro rata share of FFO of consolidated and unconsolidated joint ventures. FFOPS is FFO per share of fully diluted Company common stock and partnership unit. Further, the Company does not adjust FFO or FFOPS to eliminate the effects of non-recurring charges. The Company believes that FFO and FFOPS, as defined by NAREIT, are meaningful supplemental measures of its operating performance because historical cost accounting for real estate assets in accordance with 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, NAREIT created FFO and FFOPS as supplemental measures of operating performance for real estate investment trusts that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. The Company believes that the use of FFO and FFOPS, combined with the required 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. The Company considers FFO and FFOPS 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, FFO and FFOPS can help the investing public compare the operating performance of a company’s real estate between periods or as compared to other companies. While FFO and FFOPS are relevant and widely used measures of operating performance of real estate investment trusts, they do not represent cash flow from operations or net income as defined by GAAP and should not be considered as alternatives to those measures in evaluating the Company’s liquidity or operating performance. FFO and FFOPS also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor are FFO or FFOPS necessarily indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of FFO and FFOPS may not be comparable to FFO or FFOPS reported by other real estate investment trusts that do not define the terms in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company does.

 


 

     The following table reconciles SSNOI from net income for the quarters ended December 31, 2006 and 2005 and for the year ended December 31, 2006 and 2005 (dollars in thousands):
                                 
    For the Quarters Ended     For the Years Ended  
    December 31,     December 31,  
    2006     2005     2006     2005  
Net income
  $ 87,755     $ 141,183     $ 224,072     $ 257,807  
Private capital income
    (28,563 )     (31,422 )     (46,102 )     (43,942 )
Depreciation and amortization
    42,657       42,683       177,824       161,732  
Impairment losses
    918             6,312        
General and administrative and fund costs
    30,934       19,377       106,160       73,046  
Total other income and expenses
    (10,216 )     674       28,798       62,082  
Total minority interests’ share of income
    15,772       20,105       62,855       74,777  
Total discontinued operations
    (19,823 )     (69,694 )     (51,949 )     (127,498 )
 
                       
NOI
    119,434       122,906       507,970       458,004  
Less non same-store NOI
    (19,340 )     (21,420 )     (116,030 )     (70,782 )
Less non cash adjustments (1)
    (1,079 )     (1,927 )     (8,426 )     (9,861 )
Cash-basis same-store NOI
  $ 99,015     $ 99,559     $ 383,514     $ 377,361  
 
                       
 
(1)   Non-cash adjustments include straight line rents and amortization of lease intangibles for the same store pool only.
Forward Looking Statements
     Some of the information included in this report contains forward-looking statements, such as those related to development and renovation projects (including stabilization, delivery and contribution dates, square feet at stabilization or completion, land bank and total investment amounts), use of private capital funds for planned investment activity, future business plans (such as the building of our global platform and property divestitures and financings), improvement in real estate fundamentals, growth capacity of our land bank, the commencement of Mr. Olinger’s employment with us, the length of Mr. Coke’s transition period, and Mr. Olinger’s and Ms. Tran’s future job responsibilities and performance, 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 we have contracted to sell 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, financial market fluctuations, changes in general economic conditions or in the real estate sector, changes in real estate and zoning laws, a downturn in the U.S., California or 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 and certain other matters discussed under the heading “Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2005 and in our quarterly report on Form 10-Q for the quarter ended June 30, 2006.

 


 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
     
Exhibit    
Number   Description
 
   
99.1
  AMB Property Corporation Press Release dated January 23, 2007.

 


 

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: January 24, 2007  By:   /s/ Tamra D. Browne    
    Tamra D. Browne   
    Senior Vice President, General
Counsel and Secretary 
 

 


 

         
Exhibits
     
Exhibit    
Number   Description
 
   
99.1
  AMB Property Corporation Press Release dated January 23, 2007.