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

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 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

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

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

     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

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.

Exhibits

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