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 29, 2008
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland
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001-13545
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94-3281941 |
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| (State or other jurisdiction of
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(Commission file number)
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(I.R.S. employer identification |
| incorporation)
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number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| ITEM 2.02 |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On January 29, 2008, we issued a press release entitled “AMB Property Corporation Announces Fourth
Quarter and Full Year 2007 Results,” which sets forth disclosure regarding our results of
operations for the fourth quarter and full year 2007. 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 U.S. Securities and Exchange Commission.
On January 29, 2008, we reported results for the fourth quarter and full year 2007.
Funds from operations per fully diluted share and unit was $1.20 for the fourth quarter of 2007, an
increase of 18.8% from $1.01 for the same quarter in 2006. Funds from operations per fully diluted
share and unit for the full year 2007 increased 12.5% to $3.51, from $3.12 for 2006.
Net income available to common stockholders per fully diluted share was $0.92 for the fourth
quarter of 2007, as compared to $0.91 for the same quarter in 2006. Net income available to common
stockholders per fully diluted share for the full year 2007 was $2.96, as compared to $2.30 for
2006.
Owned and Managed Portfolio Operating Results
Our operating portfolio was 96.0% occupied at December 31, 2007. The average occupancy rate for the
quarter was 95.6%, up 20 basis points from the prior quarter and up 30 basis points from the fourth
quarter of 2006. Benefiting from rising rents and occupancy gains, cash basis same store net
operating income, excluding lease termination fees, increased 4.8% in the fourth quarter and 5.5%
for the full year, over the same periods in 2006. For the trailing four quarters ended December 31,
2007, average rents on lease renewals and rollovers in our operating portfolio increased 4.9%,
following an average increase of 4.4% for the trailing four quarters ended September 30, 2007.
Investment Activity
During the quarter, we commenced development on $396 million of industrial distribution space in
the Americas, Europe and Asia. Development starts for the full year 2007 totaled $1.1 billion, a
19% increase over development starts in 2006. At year end, our development pipeline comprised
approximately 17.8 million square feet globally, with an estimated total investment of $1.7 billion
scheduled for delivery through 2009.
Our development business includes contributions of stabilized projects to affiliated private
capital funds and sales of projects or land to third parties. During the quarter, we contributed
or sold five projects, including contributions to two of our private capital co-investment
ventures. During the quarter, we also sold 106 acres of land. The aggregate
sales price for development contributions and sales totaled $245 million for the quarter and $730
million for the full year 2007.
We acquired $289 million of industrial properties during the quarter, expanding our presence in
several markets in the Americas and Europe. As previously announced, we entered the United Kingdom
during the quarter with the acquisition of a development property located in the greater London
area. Acquisitions for the full year 2007 totaled more than $1.0 billion globally, a 25% increase
over 2006.
Private Capital
At year end, our private capital business had $7.2 billion in assets under management and $2.6
billion of uncommitted investment capacity. During the year, we announced the formation of AMB
Europe Fund I, a Euro-denominated open-end commingled fund that by year end had grown to $1.1
billion of gross book value. AMB Institutional Alliance Fund III, our U.S. open-end fund launched
in 2004, had $2.0 billion of gross book value at year end, with $50 million of third party equity
raised in the fourth quarter of 2007 and another $50 million raised subsequent to quarter end.
Additions and Promotions of Company Officers
During the quarter, Tarjindar Singh joined us as vice president, general manager for our real
estate activities in India. Also during the quarter, we announced the following officer promotions:
Henk Folmer has been promoted to senior vice president, customer development, Europe and Mark
Hansen has been promoted to senior vice president in charge of our value-added conversion business.
Janet Frentzel, Joop Groenveld, Keiichi Komamura, Steve Kros, Dan Letter, Tom Stuart, Thurai
Thavasikkannu and Carlos Valdivia have been promoted to vice president.
SUPPLEMENTAL EARNINGS MEASURES
Included in the footnotes to our attached financial statements is a discussion of why management
believes funds from operations per fully diluted share and unit is a useful supplemental measure of
operating performance, ways in which investors might use funds from operations per fully diluted
share and unit when assessing our financial performance and funds from operations per fully diluted
share and unit’s limitations as a measurement tool. Reconciliation from net income to funds from
operations and funds from operations per fully diluted share and unit is provided in the tables
below.
We believe that net income, as defined by generally accepted accounting principles, or GAAP, is the
most appropriate earnings measure. However, we consider cash-basis 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, 2005. In deriving cash-basis 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, amortization of lease intangibles, and property operating
expenses, which excludes depreciation, amortization, general and administrative expenses and
interest expense. We consider cash-basis same store net operating income 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, we believe that cash-basis
same store net operating income helps the investing public compare our operating performance with
that of other companies. While cash-basis 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. Cash-basis same
store net operating income also does not reflect general and administrative expenses, interest
expense, 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 cash-basis same store net operating income may not be comparable to
that of other real estate companies, as they may use different methodologies for calculating
cash-basis same store net operating income. Reconciliation from net income to cash-basis same store
net operating income is available below.
“Owned and managed” is defined by us as assets in which we have at least a 10% ownership interest,
are the property or asset manager, and which we intend to hold for the long-term.
We are a global developer and owner of industrial real estate, focused on major hub and gateway
distribution markets in the Americas, Europe and Asia. As of December 31, 2007, we owned, or had
investments in, on a consolidated basis or through unconsolidated joint ventures, properties and
development projects expected to total approximately 147.7 million square feet (13.7 million square
meters) in 45 markets within 14 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.
FORWARD-LOOKING STATEMENTS
Some of the information included in this report contains forward-looking statements, such as those
related to demand for our product, occupancy levels, rental rate growth, trade volume growth,
future competitive advantages, increasing valuations, our development, value-added conversion,
redevelopment and renovation projects (including completion, timing of stabilization, our ability
to lease such projects, square feet at stabilization or completion, costs and total investment
amounts, and projected gains), our
ability to grow our private capital business (including contributions to such funds), returns on
invested capital and source of investment opportunities, and our ability to accomplish future
business plans (such as expansion into additional markets and of our platform generally) and to
meet our forecasts and business goals, 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 press release 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, risks related to our obligations in the
event of certain defaults under joint venture and other debt, risks related to debt and equity
security financings (including dilution risk), 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, risks related to our tax structuring, failure to maintain our
current credit agency ratings, 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 and global expansion, 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, 2006, our quarterly report on Form 10-Q for the
quarter ended June 30, 2007, and any amendments thereto.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
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As of |
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December 31, 2007 |
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December 31, 2006 |
|
Assets |
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|
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|
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|
Investments in real estate |
|
|
|
|
|
|
|
|
Total investments in properties |
|
$ |
6,709,545 |
|
|
$ |
6,575,733 |
|
Accumulated depreciation |
|
|
(916,686 |
) |
|
|
(789,693 |
) |
|
|
|
|
|
|
|
Net investments in properties |
|
|
5,792,859 |
|
|
|
5,786,040 |
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Investments in unconsolidated co-investment ventures |
|
|
356,194 |
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|
|
274,381 |
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Properties held for contribution, net |
|
|
488,339 |
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|
154,036 |
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Properties held for divestiture, net |
|
|
40,513 |
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|
20,916 |
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|
|
|
|
|
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Net investments in real estate |
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|
6,677,905 |
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|
6,235,373 |
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Cash and cash equivalents and restricted cash |
|
|
250,416 |
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|
|
195,878 |
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Accounts receivable, net |
|
|
184,270 |
|
|
|
133,998 |
|
Other assets |
|
|
149,812 |
|
|
|
148,263 |
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|
|
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Total assets |
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$ |
7,262,403 |
|
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$ |
6,713,512 |
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Liabilities and stockholders’ equity |
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|
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Secured debt |
|
$ |
1,471,087 |
|
|
$ |
1,395,354 |
|
Unsecured senior debt |
|
|
1,003,123 |
|
|
|
1,101,874 |
|
Unsecured credit facilities |
|
|
876,105 |
|
|
|
852,033 |
|
Other debt |
|
|
144,529 |
|
|
|
88,154 |
|
Accounts payable and other liabilities |
|
|
306,196 |
|
|
|
271,880 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,801,040 |
|
|
|
3,709,295 |
|
Minority interests |
|
|
|
|
|
|
|
|
Co-investment venture partners |
|
|
517,572 |
|
|
|
555,201 |
|
Preferred unitholders |
|
|
77,561 |
|
|
|
180,298 |
|
Limited partnership unitholders |
|
|
102,278 |
|
|
|
102,061 |
|
|
|
|
|
|
|
|
Total minority interests |
|
|
697,411 |
|
|
|
837,560 |
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
Common equity |
|
|
2,540,540 |
|
|
|
1,943,240 |
|
Preferred equity |
|
|
223,412 |
|
|
|
223,417 |
|
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
2,763,952 |
|
|
|
2,166,657 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
7,262,403 |
|
|
$ |
6,713,512 |
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(in thousands, except per share data)
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|
|
|
| |
|
For the Quarters ended |
|
|
For the Years ended |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenues(1) |
|
$ |
161,869 |
|
|
$ |
156,876 |
|
|
$ |
637,964 |
|
|
$ |
665,219 |
|
Private capital revenues |
|
|
9,700 |
|
|
|
28,563 |
|
|
|
31,707 |
|
|
|
46,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
171,569 |
|
|
|
185,439 |
|
|
|
669,671 |
|
|
|
711,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating costs(1) |
|
|
(44,887 |
) |
|
|
(42,064 |
) |
|
|
(174,065 |
) |
|
|
(173,047 |
) |
Depreciation and amortization |
|
|
(40,093 |
) |
|
|
(42,079 |
) |
|
|
(161,925 |
) |
|
|
(174,721 |
) |
General and administrative |
|
|
(34,251 |
) |
|
|
(30,431 |
) |
|
|
(129,510 |
) |
|
|
(104,069 |
) |
Fund costs |
|
|
(297 |
) |
|
|
(503 |
) |
|
|
(1,076 |
) |
|
|
(2,091 |
) |
Impairment losses |
|
|
(900 |
) |
|
|
(918 |
) |
|
|
(1,157 |
) |
|
|
(6,312 |
) |
Other expenses |
|
|
(2,117 |
) |
|
|
(1,486 |
) |
|
|
(5,112 |
) |
|
|
(2,620 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
(122,545 |
) |
|
|
(117,481 |
) |
|
|
(472,845 |
) |
|
|
(462,860 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development gains, net of taxes |
|
|
34,802 |
|
|
|
36,500 |
|
|
|
124,288 |
|
|
|
106,389 |
|
(Losses) gains from sale or contribution of real estate interests, net |
|
|
(1,407 |
) |
|
|
— |
|
|
|
73,436 |
|
|
|
— |
|
Equity in earnings of unconsolidated co-investment ventures |
|
|
181 |
|
|
|
10,635 |
|
|
|
7,467 |
|
|
|
23,240 |
|
Other income |
|
|
2,318 |
|
|
|
3,133 |
|
|
|
22,331 |
|
|
|
11,849 |
|
Interest expense, including amortization |
|
|
(30,551 |
) |
|
|
(37,600 |
) |
|
|
(126,945 |
) |
|
|
(165,087 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and expenses |
|
|
5,343 |
|
|
|
12,668 |
|
|
|
100,577 |
|
|
|
(23,609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before minority interests |
|
|
54,367 |
|
|
|
80,626 |
|
|
|
297,403 |
|
|
|
224,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests’ share of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Co-investment venture partners’ share of income |
|
|
(6,599 |
) |
|
|
(7,878 |
) |
|
|
(27,748 |
) |
|
|
(37,190 |
) |
Co-investment venture partners’ and limited partnership unitholders’ share of development gains |
|
|
(8,835 |
) |
|
|
(2,843 |
) |
|
|
(13,934 |
) |
|
|
(5,613 |
) |
Preferred unitholders |
|
|
(1,432 |
) |
|
|
(3,646 |
) |
|
|
(8,042 |
) |
|
|
(16,462 |
) |
Limited partnership unitholders |
|
|
(33 |
) |
|
|
(1,434 |
) |
|
|
(5,121 |
) |
|
|
(2,367 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total minority interests’ share of income |
|
|
(16,899 |
) |
|
|
(15,801 |
) |
|
|
(54,845 |
) |
|
|
(61,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
37,468 |
|
|
|
64,825 |
|
|
|
242,558 |
|
|
|
163,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to discontinued operations, net of minority interests |
|
|
2,049 |
|
|
|
4,618 |
|
|
|
9,689 |
|
|
|
18,217 |
|
Development gains, net of taxes and minority interests |
|
|
49,905 |
|
|
|
— |
|
|
|
49,905 |
|
|
|
— |
|
Gains from disposition of real estate, net of minority interests |
|
|
7,777 |
|
|
|
18,312 |
|
|
|
12,108 |
|
|
|
42,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total discontinued operations |
|
|
59,731 |
|
|
|
22,930 |
|
|
|
71,702 |
|
|
|
60,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
97,199 |
|
|
|
87,755 |
|
|
|
314,260 |
|
|
|
224,072 |
|
Preferred stock dividends |
|
|
(3,950 |
) |
|
|
(3,951 |
) |
|
|
(15,806 |
) |
|
|
(13,582 |
) |
Preferred unit redemption (issuance costs) discount |
|
|
— |
|
|
|
(66 |
) |
|
|
(2,930 |
) |
|
|
(1,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
93,249 |
|
|
$ |
83,738 |
|
|
$ |
295,524 |
|
|
$ |
209,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share (diluted) |
|
$ |
0.92 |
|
|
$ |
0.91 |
|
|
$ |
2.96 |
|
|
$ |
2.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (diluted) |
|
|
101,121 |
|
|
|
92,252 |
|
|
|
99,809 |
|
|
|
91,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Effective October 1, 2006, AMB deconsolidated AMB Alliance Fund III (Fund III) on a
prospective basis. Pro forma rental revenues and operating expense for the year ended December 31,
2006 would have been $585,059 and $154,368, respectively, if Fund III had been deconsolidated as of
January 1, 2006.
CONSOLIDATED
STATEMENTS OF FUNDS FROM OPERATIONS(1)
(in thousands, except per share data)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Quarters ended |
|
|
For the Years ended |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income available to common stockholders |
|
$ |
93,249 |
|
|
$ |
83,738 |
|
|
$ |
295,524 |
|
|
$ |
209,420 |
|
Gains from sale or contribution of real estate, net of minority interests |
|
|
(6,370 |
) |
|
|
(18,312 |
) |
|
|
(85,544 |
) |
|
|
(42,635 |
) |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
|
40,093 |
|
|
|
42,079 |
|
|
|
161,925 |
|
|
|
174,721 |
|
Discontinued operations’ depreciation |
|
|
139 |
|
|
|
1,468 |
|
|
|
1,801 |
|
|
|
5,256 |
|
Non-real estate depreciation |
|
|
(1,658 |
) |
|
|
(1,477 |
) |
|
|
(5,623 |
) |
|
|
(4,546 |
) |
Adjustments to derive FFO from consolidated co-investment ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Co-investment venture partners’ minority interests (Net income) |
|
|
6,599 |
|
|
|
7,878 |
|
|
|
27,748 |
|
|
|
37,190 |
|
Limited partnership unitholders’ minority interests (Net income) |
|
|
33 |
|
|
|
1,434 |
|
|
|
5,121 |
|
|
|
2,367 |
|
Limited partnership unitholders’ minority interests (Development profits) |
|
|
3,384 |
|
|
|
1,653 |
|
|
|
7,148 |
|
|
|
4,948 |
|
Discontinued operations’ minority interests (Net income) |
|
|
94 |
|
|
|
210 |
|
|
|
370 |
|
|
|
1,254 |
|
FFO attributable to minority interests |
|
|
(15,555 |
) |
|
|
(16,207 |
) |
|
|
(62,902 |
) |
|
|
(82,861 |
) |
Adjustments to derive FFO from unconsolidated co-investment ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMB’s share of net income |
|
|
(181 |
) |
|
|
(10,635 |
) |
|
|
(7,467 |
) |
|
|
(23,240 |
) |
AMB’s share of FFO |
|
|
6,083 |
|
|
|
6,703 |
|
|
|
27,391 |
|
|
|
16,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations |
|
$ |
125,910 |
|
|
$ |
98,532 |
|
|
$ |
365,492 |
|
|
$ |
297,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common share and unit (diluted) |
|
$ |
1.20 |
|
|
$ |
1.01 |
|
|
$ |
3.51 |
|
|
$ |
3.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common share and unit (diluted) |
|
|
105,130 |
|
|
|
97,088 |
|
|
|
104,169 |
|
|
|
95,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Funds From Operations (“FFO”) and Funds From Operations Per Share and Unit
(“FFOPS”). AMB believes that net income, as defined by U.S. GAAP, is the most appropriate earnings
measure. However, AMB considers funds from operations, or FFO, and FFO per share and unit, or
FFOPS, to be useful supplemental measures of its operating performance. AMB defines FFOPS as FFO
per fully diluted weighted average share of AMB’s common stock and operating partnership units. AMB
calculates FFO as net income, 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 AMB’s pro rata share of FFO of consolidated and unconsolidated joint
ventures. AMB does not adjust FFO to eliminate the effects of non-recurring charges. AMB includes
the gains from development, including those from value added conversion projects, before
depreciation recapture, as a component of FFO. AMB believes that value-added conversion
dispositions are in substance land sales and as such should be included in FFO, consistent with the
real estate investment trust industry’s long standing practice to include gains on the sale of land
in FFO. However, AMB’s interpretation of FFO or FFOPS 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
National Association of Real Estate Investment Trusts’ (NAREIT) definition, and may not be
comparable to FFO or FFOPS reported by other real estate investment trusts that interpret the
current NAREIT definition differently than AMB does.
In connection with the formation of a co-investment 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. If this circumstance arises, AMB intends to include in its calculation of FFO
gains or losses related to the contribution of previously depreciated real estate to joint
ventures. Although such a change, if instituted, will be a
departure from the current NAREIT definition, AMB believes such calculation of FFO will better
reflect the value created as a result of the contributions. To date, AMB has not included gains or
losses from the contribution of previously depreciated warehoused assets in FFO.
AMB believes that FFO and FFOPS 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, FFO and FFOPS are supplemental measures of operating performance for real
estate investment trusts that exclude historical cost depreciation and amortization, among other
items, from net income, as defined by U.S. GAAP. AMB believes that the use of FFO and FFOPS,
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 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, these measures 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 AMB’s liquidity or operating performance. FFO and FFOPS also do not consider the costs
associated with capital expenditures related to AMB’s real estate assets nor are FFO or FFOPS
necessarily indicative of cash available to fund AMB’s future cash requirements.
The following table reconciles consolidated cash-basis same store net operating income from
net income for the quarters and years ended December 31, 2007 and 2006 (dollars in thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Quarters ended |
|
|
For the Years ended |
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
97,199 |
|
|
$ |
87,755 |
|
|
$ |
314,260 |
|
|
$ |
224,072 |
|
Private capital income |
|
|
(9,700 |
) |
|
|
(28,563 |
) |
|
|
(31,707 |
) |
|
|
(46,102 |
) |
Depreciation and amortization |
|
|
40,093 |
|
|
|
42,079 |
|
|
|
161,925 |
|
|
|
174,721 |
|
Impairment losses |
|
|
900 |
|
|
|
918 |
|
|
|
1,157 |
|
|
|
6,312 |
|
General and administrative and fund costs |
|
|
34,548 |
|
|
|
30,934 |
|
|
|
130,586 |
|
|
|
106,160 |
|
Total other income and expenses |
|
|
(3,226 |
) |
|
|
(11,182 |
) |
|
|
(95,465 |
) |
|
|
26,229 |
|
Total minority interests’ share of income |
|
|
16,899 |
|
|
|
15,801 |
|
|
|
54,845 |
|
|
|
61,632 |
|
Total discontinued operations |
|
|
(59,731 |
) |
|
|
(22,930 |
) |
|
|
(71,702 |
) |
|
|
(60,852 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI |
|
|
116,982 |
|
|
|
114,812 |
|
|
|
463,899 |
|
|
|
492,172 |
|
Less non same-store NOI |
|
|
(13,855 |
) |
|
|
(15,968 |
) |
|
|
(61,639 |
) |
|
|
(104,147 |
) |
Less non cash adjustments(1) |
|
|
(414 |
) |
|
|
(1,002 |
) |
|
|
(2,861 |
) |
|
|
(9,502 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash-basis same-store NOI |
|
$ |
102,713 |
|
|
$ |
97,842 |
|
|
$ |
399,399 |
|
|
$ |
378,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Non-cash adjustments include straight line rents and amortization of lease intangibles for the same store pool only.
|
|
|
| ITEM 9.01 |
|
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits:
| |
|
|
|
|
| Exhibit |
|
|
| Number |
|
Description |
| |
99.1 |
|
|
AMB Property Corporation Press Release dated January 29, 2008. |
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 29, 2008
|
|
|
|
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 29, 2008. |