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): April 8, 2002
AMB PROPERTY CORPORATION
| 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
| ITEM 5 OTHER EVENTS. | ||||||||
| SIGNATURES | ||||||||
ITEM 5 OTHER EVENTS.
On April 8, 2002, AMB Property Corporation announced first quarter 2002 results as follows:
Highlights
| • | Earnings per share (EPS) for the first quarter was $0.33, reflecting a 34.0% decrease from the first quarter 2001 EPS of $0.50, which had included gains on property dispositions and contributions of $0.20 per share | ||
| • | Operating earnings per share (Operating EPS), which excludes extraordinary items and gains and losses on property dispositions and contributions, for the first quarter was $0.34, a 13.3% increase over the first quarter 2001 Operating EPS of $0.30, which had included impairment charges of $0.05 per share | ||
| • | Same store net operating income increased 2.0%; industrial occupancy declined slightly from 94.5% at December 31, 2001 to 94.4% at March 31, 2002 |
AMB Property Corporation today reported its first quarter 2002 results. The company’s industrial portfolio, concentrated in 8 hub and gateway distribution markets, maintained strong occupancy and same store net operating income growth, with occupancy at 94.4% and same store net operating income growth of 2.0% for the quarter. 74.4% of tenants in the industrial portfolio were retained during the quarter, with total weighted average rental increases of 3.0% on renewals and rollovers.
Investment Activity
During the first quarter, AMB acquired 8 industrial buildings for a total investment of $35.0 million and disposed of 2 properties for a cumulative price of $38.5 million, including $36.0 million for one of the Company’s few remaining retail centers.
AMB formed a strategic alliance with G. Accion, Mexico’s leading publicly held real estate company, to develop, acquire and operate industrial properties in Mexico. AMB and G. Accion will initially target the Mexico City, Guadalajara and Monterrey markets, which are growing areas where customers have the greatest need for industrial facilities.
Corporate Governance Recognition
In March 2002, AMB was awarded an honorable mention for best corporate governance at the seventh annual Investor Relations Magazine US Awards; the company was the first REIT to be nominated in the history of IR Magazine’s awards.
Supplemental Reporting Measure
AMB reports Funds from Operations per fully diluted share and unit (FFOPS) in accordance with the standards established by NAREIT, the real estate investment trust industry group, as a supplemental earnings measure. AMB reported first quarter 2002 FFOPS of $0.62, representing an 8.8% increase over first quarter 2001 FFO of $0.57. First quarter 2001 FFOPS included a $4.7 million write-down, or $0.05 per share.
Consolidated Balance Sheets
(dollars in thousands)
| As of | |||||||||||
| March 31, 2002 | December 31, 2001 | ||||||||||
Assets |
|||||||||||
Investments in real estate: |
|||||||||||
Total investments in properties |
$ | 4,566,951 | $ | 4,530,711 | |||||||
Accumulated depreciation |
(289,701 | ) | (265,653 | ) | |||||||
Net investments in properties |
4,277,250 | 4,265,058 | |||||||||
Investment in unconsolidated joint ventures |
71,137 | 71,097 | |||||||||
Properties held for divestiture, net |
139,370 | 157,174 | |||||||||
Net investments in real estate |
4,487,757 | 4,493,329 | |||||||||
Cash and cash equivalents |
99,492 | 81,732 | |||||||||
Mortgage receivables |
87,214 | 87,214 | |||||||||
Accounts receivable, net |
75,399 | 70,794 | |||||||||
Other assets |
31,261 | 27,824 | |||||||||
Total assets |
$ | 4,781,123 | $ | 4,760,893 | |||||||
Liabilities and Stockholders’ Equity |
|||||||||||
Secured debt |
$ | 1,229,433 | $ | 1,220,164 | |||||||
Unsecured senior debt securities |
800,000 | 780,000 | |||||||||
Unsecured credit facility |
— | 12,000 | |||||||||
Alliance Fund II credit facility |
116,000 | 123,500 | |||||||||
Other liabilities |
155,568 | 138,601 | |||||||||
Total liabilities |
2,301,001 | 2,274,265 | |||||||||
Minority interests: |
|||||||||||
Preferred units |
275,987 | 275,987 | |||||||||
Minority interests |
455,428 | 458,299 | |||||||||
Total minority interests |
731,415 | 734,286 | |||||||||
Stockholders’ equity: |
|||||||||||
Common stock |
1,652,607 | 1,656,242 | |||||||||
Preferred stock |
96,100 | 96,100 | |||||||||
Total stockholders’ equity |
1,748,707 | 1,752,342 | |||||||||
Total liabilities and stockholders’ equity |
$ | 4,781,123 | $ | 4,760,893 | |||||||
Consolidated Statements of
Operations
(dollars in thousands, except per share data)
| For the Quarters Ended | |||||||||||
| March 31, | |||||||||||
| 2002 | 2001 | ||||||||||
Revenues |
|||||||||||
Rental revenues(1) |
$ | 152,241 | $ | 135,801 | |||||||
Equity in earnings of unconsolidated joint ventures |
1,483 | 1,474 | |||||||||
Investment management income |
2,588 | 2,420 | |||||||||
Interest and other income |
2,850 | 5,139 | |||||||||
Total revenues |
159,162 | 144,834 | |||||||||
Expenses |
|||||||||||
Property operating |
37,069 | 32,920 | |||||||||
Interest, including amortization(2) |
35,851 | 31,552 | |||||||||
Depreciation and amortization |
29,675 | 26,854 | |||||||||
General, administrative, and other |
9,945 | 8,183 | |||||||||
Loss on investments in other companies |
— | 4,655 | |||||||||
Total expenses |
112,540 | 104,164 | |||||||||
Income before minority interests and gains (losses) |
46,622 | 40,670 | |||||||||
Minority interests’ share of income: |
|||||||||||
Preferred units |
(5,857 | ) | (6,858 | ) | |||||||
Minority interests |
(9,766 | ) | (6,139 | ) | |||||||
Total minority interests |
(15,623 | ) | (12,997 | ) | |||||||
Gains (losses) from disposition of real estate, net of minority interests |
(288 | ) | 16,767 | ||||||||
Net income before extraordinary items |
30,711 | 44,440 | |||||||||
Extraordinary items (early debt extinguishments) |
(216 | ) | — | ||||||||
Net income |
30,495 | 44,440 | |||||||||
Preferred stock dividends |
(2,125 | ) | (2,125 | ) | |||||||
Net income available to common stockholders |
$ | 28,370 | $ | 42,315 | |||||||
Net income per common share: |
|||||||||||
Basic |
$ | 0.34 | $ | 0.50 | |||||||
Diluted |
$ | 0.33 | $ | 0.50 | |||||||
Weighted average common shares: |
|||||||||||
Basic |
83,319,047 | 83,895,993 | |||||||||
Diluted |
84,781,872 | 84,720,917 | |||||||||
| (1) | Includes straight-line rents of $3,961 and $1,325 for the quarters ended March 31, 2002 and 2001, respectively. |
| (2) | Net of capitalized interest of $1,791 and $3,782 for the quarters ended March 31, 2002 and 2001, respectively. |
Consolidated Statements of Funds
from Operations
(dollars in thousands, except share data)
| For the Quarters Ended | |||||||||
| March 31, | |||||||||
| 2002 | 2001 | ||||||||
Income before minority interests and gains (losses) |
$ | 46,622 | $ | 40,670 | |||||
Real estate related depreciation and amortization: |
|||||||||
Total depreciation and amortization |
29,675 | 26,854 | |||||||
FF& E depreciation and ground lease amortization(1) |
(674 | ) | (481 | ) | |||||
FFO attributable to minority interests(2) |
(12,844 | ) | (7,187 | ) | |||||
Adjustments to derive FFO from unconsolidated JV’s:(3) |
|||||||||
Company’s share of net income |
(1,483 | ) | (1,474 | ) | |||||
Company’s share of FFO |
2,129 | 2,120 | |||||||
Preferred stock dividends |
(2,125 | ) | (2,125 | ) | |||||
Preferred units distributions |
(5,857 | ) | (6,858 | ) | |||||
Funds from operations |
$ | 55,443 | $ | 51,519 | |||||
FFO per common share and unit: |
|||||||||
Basic |
$ | 0.63 | $ | 0.57 | |||||
Diluted |
$ | 0.62 | $ | 0.57 | |||||
Weighted average common shares and units: |
|||||||||
Basic |
88,262,128 | 89,669,950 | |||||||
Diluted |
89,724,953 | 90,494,874 | |||||||
| (1) | Ground lease amortization represents the amortization of the Company’s investments in ground leased properties, for which the Company does not have a purchase option. |
| (2) | Represents FFO attributable to minority interests in consolidated joint ventures whose interests are not exchangeable into common stock. The minority interest’s share of cash basis NOI for the quarters ended March 31, 2002, and 2001, was $19,375 and $9,946, respectively. |
| (3) | AMB’s share of NOI for the quarters ended March 31, 2002 and 2001, was $2,644 and $2,818, respectively. |
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as statements pertaining to earnings and results of operations and future plans. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them 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.
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: April 10, 2002 | By: | /s/ Tamra Browne |
| Tamra Browne Vice President and General Counsel |
||