- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM 10-Q ------------------------ (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 001-13545 AMB PROPERTY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 94-3281941 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 505 MONTGOMERY ST., SAN FRANCISCO, CALIFORNIA 94111 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(415) 394-9000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of November 1, 1999, there were 86,576,641 shares of the Registrant's common stock, $0.01 par value per share, outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMB PROPERTY CORPORATION INDEX
PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of December 31, 1998 and September, 1999 (unaudited)................................. 1 Consolidated Statements of Operations for the nine and three months ended September 30, 1998 and 1999 (unaudited)........ 2 Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and 1999 (unaudited)............... 3 Consolidated Statement of Stockholders' Equity for the nine months ended September 30, 1999 (unaudited)................. 4 Notes to Consolidated Financial Statements (unaudited)...... 5 Management's Discussion and Analysis of Financial Condition Item 2. and Results of Operations................................... 15 Quantitative and Qualitative Disclosures About Market Item 3. Risks....................................................... 26 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................... 26 Item 2. Changes in Securities and Use of Proceeds................... 26 Item 3. Defaults Upon Senior Securities............................. 26 Item 4. Submission of Matters to a Vote of Security Holders......... 26 Item 5. Other Information........................................... 27 Item 6. Exhibits and Reports on Form 8-K............................ 43
- --------------- The following are trademarks of the Company: Strategic Alliance Programs, Development Alliance Program, Development Alliance Partners, UPREIT Alliance Program, Institutional Alliance Program, Institutional Alliance Partners, Management Alliance Program, Customer Alliance Program and Broker Alliance Program. i PART I ITEM 1. FINANCIAL STATEMENTS AMB PROPERTY CORPORATION CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) ASSETS
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Investments in real estate: Land and improvements....................................... $ 740,680 $ 698,445 Buildings and improvements................................ 2,445,104 2,201,905 Construction in progress.................................. 183,276 168,348 ---------- ---------- Total investments in properties................... 3,369,060 3,068,698 Accumulated depreciation and amortization................. (58,404) (85,521) ---------- ---------- Net investments in properties..................... 3,310,656 2,983,177 Investment in unconsolidated joint venture................ 57,655 58,685 Properties held for divestiture, net...................... 115,050 477,815 ---------- ---------- Net investments in real estate.................... 3,483,361 3,519,677 Cash and cash equivalents................................... 25,137 70,821 Other assets................................................ 54,387 57,449 ---------- ---------- Total assets...................................... $3,562,885 $3,647,947 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Debt: Secured debt.............................................. $ 734,196 $ 749,571 Secured credit facility................................... -- 80,000 Unsecured senior debt securities.......................... 400,000 400,000 Unsecured credit facility................................. 234,000 49,000 ---------- ---------- Total debt........................................ 1,368,196 1,278,571 Other liabilities........................................... 104,305 138,360 ---------- ---------- Total liabilities................................. 1,472,501 1,416,931 Commitments and contingencies............................... -- -- Minority interests.......................................... 325,024 428,221 Stockholders' equity: Series A preferred stock, cumulative, redeemable, $0.01 par value, 100,000,000 shares authorized, 4,000,000 shares issued and outstanding, $100,000 liquidation preference............................................. 96,100 96,100 Common stock, $0.01 par value, 500,000,000 shares authorized, 85,917,520 and 86,576,641 issued and outstanding............................................ 859 865 Additional paid-in capital................................ 1,668,401 1,678,988 Retained earnings......................................... -- 26,842 ---------- ---------- Total stockholders' equity........................ 1,765,360 1,802,795 ---------- ---------- Total liabilities and stockholders' equity........ $3,562,885 $3,647,947 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 1 AMB PROPERTY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- --------------------------- 1998 1999 1998 1999 ----------- ----------- ------------ ------------ REVENUES Rental revenues........................... $ 251,844 $ 330,895 $ 92,841 $ 109,708 Equity in earnings of unconsolidated joint venture................................ 833 3,580 833 1,252 Investment management and other income.... 2,183 2,258 387 824 ----------- ----------- ----------- ----------- Total revenues.................... 254,860 336,733 94,061 111,784 OPERATING EXPENSES Property operating expenses............... 28,781 39,110 10,752 13,153 Real estate taxes......................... 33,686 43,431 12,413 13,629 General and administrative(2)............. 13,864 19,116 4,800 6,107 Interest, including amortization.......... 47,105 67,705 19,544 21,147 Depreciation and amortization............. 40,052 49,295 14,750 15,693 ----------- ----------- ----------- ----------- Total operating expenses.......... 163,488 218,657 62,259 69,729 ----------- ----------- ----------- ----------- Income from operations before minority interests............................ 91,372 118,076 31,802 42,055 Minority interests' share of net income............................... (6,615) (24,367) (2,930) (9,661) ----------- ----------- ----------- ----------- Net income before gain from divestiture of real estate....................... 84,757 93,709 28,872 32,394 Gain from divestiture of real estate...... -- 33,057 -- 21,532 ----------- ----------- ----------- ----------- Net income before extraordinary items................................ 84,757 126,766 28,872 53,926 Extraordinary items....................... -- (2,856) -- (1,347) ----------- ----------- ----------- ----------- Net income............................. 84,757 123,910 28,872 52,579 Series A preferred stock dividends........ (1,514) (6,375) (1,514) (2,125) ----------- ----------- ----------- ----------- Net income available to common stockholders......................... $ 83,243 $ 117,535 $ 27,358 $ 50,454 =========== =========== =========== =========== BASIC INCOME PER COMMON SHARE: Before extraordinary items................ $ 0.97 $ 1.39 $ 0.32 $ 0.60 Extraordinary items....................... -- (0.03) -- (0.02) ----------- ----------- ----------- ----------- Net income available to common stockholders......................... $ 0.97 $ 1.36 $ 0.32 $ 0.58 =========== =========== =========== =========== DILUTED INCOME PER COMMON SHARE: Before extraordinary items................ $ 0.97 $ 1.39 $ 0.32 $ 0.60 Extraordinary items....................... -- (0.03) -- (0.02) ----------- ----------- ----------- ----------- Net income available to common stockholders......................... $ 0.97 $ 1.36 $ 0.32 $ 0.58 =========== =========== =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic..................................... 85,874,513 86,274,878 85,874,513 86,536,918 =========== =========== =========== =========== Diluted................................... 86,252,923 86,375,711 86,251,857 86,637,633 =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 2 AMB PROPERTY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999 (UNAUDITED, DOLLARS IN THOUSANDS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, --------------------- 1998 1999 --------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income.................................................. $ 84,757 $123,910 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................. 40,052 49,295 Straight-line rents....................................... (8,083) (7,523) Amortization of debt premiums and financing costs......... (1,921) (2,156) Minority interests' share of net income................... 6,615 24,367 Gain on divestiture of real estate........................ -- (33,057) Non-cash portion of extraordinary items................... -- (1,884) Equity in (earnings) loss of AMB Investment Management.... 394 411 Equity in earnings of unconsolidated joint venture........ (833) (3,580) Changes in assets and liabilities: Other assets.............................................. (11,795) 1,758 Other liabilities......................................... 28,047 34,056 --------- -------- Net cash provided by operating activities............... 137,233 185,597 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for property acquisitions......................... (397,388) (309,699) Additions to land, building, development costs, and other first generation improvements............................. (93,778) (108,027) Additions to second generation building improvements and lease costs............................................... (7,622) (20,046) Acquisition of interest in unconsolidated joint venture..... (67,149) -- Distribution received from unconsolidated joint venture..... 1,011 2,550 Net proceeds from divestiture of real estate................ -- 460,132 Reduction of payable to affiliates in connection with Formation Transactions.................................... (38,071) -- --------- -------- Net cash used in investing activities................... (602,997) 24,910 CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock.................................... -- 732 Borrowings on unsecured credit facility..................... 546,000 265,000 Borrowings on secured credit facility....................... -- 80,000 Borrowings on secured debt.................................. 54,554 35,253 Payments on unsecured credit facility....................... (491,000) (450,000) Payments on secured debt.................................... (62,916) (73,860) Payments of financing fees.................................. -- (320) Net proceeds from issuance of senior debt securities........ 399,166 -- Net proceeds from issuance of Series A preferred stock...... 96,100 -- Net proceeds from issuance of Series D preferred units...... -- 77,690 Net proceeds from issuance of Series E preferred units...... -- 10,857 Contributions from investors of Alliance Fund I............. -- 11,600 Dividends paid to common and preferred stockholders......... (58,825) (98,318) Distributions to minority interests, including preferred units..................................................... (24,077) (23,457) --------- -------- Net cash provided by financing activities............... 459,002 (164,823) --------- -------- Net increase (decrease) in cash and cash equivalents........ (6,762) 45,684 Cash and cash equivalents at beginning of period............ 39,968 25,137 --------- -------- Cash and cash equivalents at end of period.................. $ 33,206 $ 70,821 ========= ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest...................................... $ 39,291 $ 61,267 ========= ======== Non-cash transactions: Acquisitions of properties................................ $ 674,365 $381,713 Assumption of debt........................................ (171,988) (57,480) Minority interest's contribution, including units issued.................................................. (104,989) (14,534) --------- -------- Net cash paid........................................... $ 397,388 $309,699 ========= ========
The accompanying notes are an integral part of these consolidated financial statements. 3 AMB PROPERTY CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS)
COMMON STOCK --------------------- ADDITIONAL SERIES A NUMBER PAID-IN RETAINED PREFERRED STOCK OF SHARES AMOUNT CAPITAL EARNINGS TOTAL --------------- ------------ ------ ---------- -------- ---------- Balance at December 31, 1998..................... $96,100 85,917,520 $859 $1,668,401 $ -- $1,765,360 Net income................. 6,375 -- -- -- 117,535 123,910 Issuance of restricted stock, net............ -- 98,368 1 2,214 -- 2,215 Exercise of stock options............... -- 25,000 -- 526 -- 526 Conversion of Operating Partnership units..... -- 535,753 5 11,048 -- 11,053 Deferred compensation.... -- -- -- (3,080) -- (3,080) Deferred compensation amortization.......... -- -- -- 555 -- 555 Reallocation of Limited Partners' interests in Operating Partnership........... -- -- -- (676) -- (676) Dividends................ (6,375) -- -- -- (90,693) (97,068) ------- ---------- ---- ---------- -------- ---------- Balance at September 30, 1999..................... $96,100 86,576,641 $865 $1,678,988 $ 26,842 $1,802,795 ======= ========== ==== ========== ======== ==========
The accompanying notes are an integral part of these consolidated financial statements. 4 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 1. ORGANIZATION AND FORMATION AMB Property Corporation, a Maryland corporation (the "Company"), commenced operations as a fully integrated real estate company effective with the completion of its initial public offering (the "IPO") on November 26, 1997. The Company elected to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986 (the "Code"), commencing with its taxable year ended December 31, 1997, and believes its current organization and method of operation comply with the rules and regulations to enable it to maintain its status as a REIT. The Company, through its controlling interest in its subsidiary, AMB Property, L.P., a Delaware limited partnership (the "Operating Partnership"), is engaged in the acquisition, ownership, operation, management, renovation, expansion and development of primarily industrial buildings in target markets nationwide. Unless the context otherwise requires, the "Company" means AMB Property Corporation, the Operating Partnership and its other controlled subsidiaries. The Company and the Operating Partnership were formed shortly before consummation of the IPO. AMB Institutional Realty Advisors, Inc., a California corporation and registered investment advisor (the "Predecessor"), formed AMB Property Corporation, a wholly owned subsidiary, and merged with and into the Company (the "Merger") in exchange for 4,746,616 shares of the Company's Common Stock (the "Common Stock"). In addition, the Company and the Operating Partnership acquired, through a series of mergers and other transactions, 31.8 million rentable square feet of industrial property and 6.3 million rentable square feet of retail property in exchange for 65,022,185 shares of the Company's Common Stock, 2,542,163 limited partner interests ("LP Units") in the Operating Partnership, the assumption of debt and, to a limited extent, cash. The net assets of the Predecessor and the properties acquired with Common Stock were contributed to the Operating Partnership in exchange for 69,768,801 LP Units. The purchase method of accounting was applied to the acquisition of the properties. Collectively, the Merger and the other formation transactions described above are referred to as the "Formation Transactions." On November 26, 1997, the Company completed its IPO of 16,100,000 shares of Common Stock, $0.01 par value per share, for $21.00 per share, resulting in gross offering proceeds of approximately $338,100. The net proceeds of approximately $300,032 were used to repay indebtedness, to purchase interests from certain investors who elected not to receive Common Stock or LP Units in connection with the Formation Transactions, to fund property acquisitions and for general corporate working capital requirements. As of September 30, 1999, the Company owned an approximate 95.0% general partner interest in the Operating Partnership, excluding preferred units. The remaining 5.0% limited partner interest is owned by nonaffiliated investors. For local law purposes, properties in certain states are owned through limited partnerships and limited liability companies owned 99% by the Operating Partnership and 1% by a wholly owned subsidiary of the Company. The ownership of such properties through such entities does not materially affect the Company's overall ownership of the interests in the properties. As the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. In connection with the Formation Transactions, the Operating Partnership formed AMB Investment Management, Inc., a Maryland corporation ("AMB Investment Management"). The Operating Partnership purchased 100% of AMB Investment Management's non-voting preferred stock (representing a 95% economic interest therein). Certain current and former executive officers of the Company and an officer of AMB Investment Management collectively purchased 100% of AMB Investment Management's voting common stock (representing a 5% economic interest therein). AMB Investment Management was formed to succeed to the Predecessor's investment management business of providing real estate investment management 5 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) services on a fee basis to clients. The Operating Partnership also owns 100% of the non-voting preferred stock of Headlands Realty Corporation, a Maryland corporation (representing a 95% economic interest therein). Certain executive officers of the Company and a director of Headlands Realty Corporation collectively own 100% of the voting common stock of Headlands Realty Corporation (representing a 5% economic interest therein). Headlands Realty Corporation primarily invests in properties and interests in entities that engage in the management, leasing and development of properties and similar activities. The Operating Partnership accounts for its investment in AMB Investment Management and Headlands Realty Corporation using the equity method of accounting. As of September 30, 1999, the Company owned 692 industrial buildings (the "Industrial Properties") and 17 retail centers (the "Retail Properties") located in 26 markets throughout the United States. The Industrial Properties, principally warehouse distribution buildings, encompass approximately 63.8 million rentable square feet and, as of September 30, 1999, were 96.7% leased to over 2,180 tenants. The Retail Properties, principally grocer-anchored community shopping centers, encompass approximately 3.6 million rentable square feet and, as of September 30, 1999, were 92.0% leased to over 500 tenants. The Industrial Properties and the Retail Properties collectively are referred to as the "Properties." 2. INTERIM FINANCIAL STATEMENTS The consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The consolidated financial statements for prior periods have been reclassified to conform to current classifications with no effect on results of operations. General and administrative expenses on the Consolidated Statements of Operations includes internal asset management costs of $5,170 and $7,181 for the nine months ended September 30, 1998 and 1999, respectively, and $1,968 and $2,522 for the three months ended September 30, 1998 and 1999, respectively. Prior to the third quarter of 1999, such costs were classified as property operating expenses. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, of a normal recurring nature, necessary for a fair presentation of the Company's consolidated financial position and results of operations for the interim periods. The interim results of the nine and three months ended September 30, 1998 and 1999 are not necessarily indicative of the results expected for the entire year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 6 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 3. REAL ESTATE ACQUISITION AND DEVELOPMENT ACTIVITY During the third quarter of 1999, the Company acquired $66,987 in operating properties, consisting of 14 industrial buildings, aggregating 1.5 million square feet. The Company also initiated four new development projects aggregating approximately 1.0 million square feet, during the quarter, with a total estimated cost of $92,100 upon completion. Two development projects, aggregating approximately 0.7 million square feet, were completed during the quarter, at a total aggregate cost of $29,800. As of September 30, 1999, the Company had 16 industrial projects, aggregating approximately 4.1 million square feet, in its development pipeline, with a total estimated cost of $243,300 upon completion, and three retail projects, aggregating approximately 0.5 million square feet, in its development pipeline, with a total estimated cost of $70,200 upon completion. 4. PROPERTY DIVESTITURE AND PROPERTY HELD FOR DIVESTITURE Property Divestiture. On March 9, 1999, the Operating Partnership signed three separate definitive agreements with BPP Retail, LLC ("BPP Retail"), a co-investment entity between Burnham Pacific ("BPP") and the California Public Employees' Retirement System ("CalPERS"), pursuant to which, if fully consummated, BPP Retail would have acquired up to 28 retail shopping centers, totaling approximately 5.1 million square feet, for an aggregate price of $663,400. The sale of three of the properties was subject to the consent of one of the Company's joint venture partners, which did not consent to the sale of these properties. As a result, the price with respect to the 25 remaining properties, totaling approximately 4.3 million square feet, is approximately $560,300. The Company intends to dispose of the remaining three properties or its interests in the joint ventures through which it holds the properties. Pursuant to the agreements, BPP Retail will acquire the 25 centers in separate transactions. Under the agreements, the Operating Partnership has the right to extend the closing dates for a period of up to either 20 or 50 days. The Operating Partnership exercised this right with respect to the first and second transactions, which occurred on June 15, 1999 and August 4, 1999, respectively. Pursuant to the closing of the first transaction, BPP Retail acquired nine retail shopping centers, totaling approximately 1.4 million square feet, for an aggregate price of approximately $207,400. The Company used the proceeds from the first transaction to repay secured debt related to the properties divested, to partially repay amounts outstanding under the Company's unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. This divestiture resulted in an approximate gain of $11,800 and an approximate extraordinary loss of $1,500, consisting of prepayment penalties with an off-set for the write-off of debt premiums related to the indebtedness extinguished. On August 4, 1999, the second transaction with BPP Retail closed. Pursuant to the closing of the second transaction, BPP Retail acquired 12 of the Company's retail shopping centers, totaling approximately 2.0 million square feet, for an aggregate price of approximately $245,800. The Company used the proceeds from the second transaction to repay secured debt related to the properties divested, to partially repay amounts outstanding under the Company's unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. The divestiture resulted in an approximate gain of approximately $21,500 and an extraordinary loss of approximately $1,300, consisting of prepayment penalties with an offset for the write-off of debt premiums related to the indebtedness extinguished. The Company currently expects the third transaction to close on or about December 1, 1999. Although the remaining transaction with BPP Retail does not have a discretionary due diligence period, it is subject to certain customary closing conditions, which are generally applied on a property-by-property basis. BPP has announced that it has received and is reviewing a merger proposal. The Company does not believe that the contractual obligations of BPP Retail with respect to the purchase of the retail centers will be affected by any resulting merger. BPP Retail has posted a deposit of $8,375 on the remaining transaction. BPP Retail's 7 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) liability in the event of its default under a definitive agreement is limited to its deposit. Although the Company believes that the remaining transaction with BPP Retail is probable, the transaction might not close as scheduled or close at all, and it is possible that the transaction may close with respect to just a portion of the properties currently subject to the agreement. The Company intends to use the proceeds of approximately $107,100 from the divestiture of the remaining four retail centers to BPP Retail in the third transaction to partially repay amounts outstanding under the Company's unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. In addition, the Operating Partnership entered into a definitive agreement, subject to a financing condition, with BPP, pursuant to which, if fully consummated, BPP would have acquired up to six additional retail centers, totaling approximately 1.5 million square feet, for approximately $284,400. On June 30, 1999, this agreement was terminated pursuant to its terms as a result of BPP's decision not to waive the financing condition. The Company currently intends to dispose of five of these retail properties, either on an individual or portfolio basis, or its interest in the joint venture which holds one of the five properties. In connection with the BPP Retail transactions, the Company has granted CalPERS an option to purchase up to 2,000,000 shares of the Company's common stock for an exercise price of $25.00 per share that CalPERS may exercise on or before March 31, 2000. The Company has registered the 2,000,000 shares of common stock issuable upon exercise of the option. Properties Held for Divestiture. As of September 30, 1999, the net carrying value of the properties held for divestiture, comprised of 12 retail centers and 17 industrial buildings, was $477,815. Certain of the properties included in these transactions are subject to indebtedness which totaled $112,190 as of September 30, 1999. The following summarizes the condensed results of operations of the properties held for divestiture for the nine and three months ended September 30, 1998 and 1999:
PROPERTIES HELD FOR DIVESTITURE ------------------------------------------------------- INDUSTRIAL RETAIL TOTAL --------------- ----------------- ----------------- 1998 1999 1998 1999 1998 1999 ------ ------ ------- ------- ------- ------- NINE MONTHS ENDED SEPTEMBER 30, Income..................................... $3,617 $3,601 $38,176 $41,984 $41,793 $45,585 Property operating expenses................ 732 853 10,910 11,584 11,642 12,437 ------ ------ ------- ------- ------- ------- Net operating income............. $2,885 $2,748 $27,266 $30,400 $30,151 $33,148 ====== ====== ======= ======= ======= =======
INDUSTRIAL RETAIL TOTAL --------------- ----------------- ----------------- 1998 1999 1998 1999 1998 1999 ------ ------ ------- ------- ------- ------- THREE MONTHS ENDED SEPTEMBER 30, Income..................................... $1,227 $1,268 $12,766 $13,924 $13,993 $15,192 Property operating expenses................ 251 296 3,512 3,848 3,763 4,144 ------ ------ ------- ------- ------- ------- Net operating income............. $ 976 $ 972 $ 9,254 $10,076 $10,230 $11,048 ====== ====== ======= ======= ======= =======
8 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 5. DEBT As of December 31, 1998 and September 30, 1999, debt consisted of the following:
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Secured debt, varying interest rates from 4.0% to 10.4% due May 2000 to April 2014.................................... $ 718,979 $ 737,851 Secured credit facility, variable interest rate at LIBOR plus 87.5 basis points (6.3% at September 30, 1999, based on 30-day LIBOR of 5.7%), due December 15, 1999................ -- 80,000 Unsecured senior debt securities, weighted average interest rate of 7.2%, due June 2008, June 2015 and June 2018...... 400,000 400,000 Unsecured credit facility, variable interest at LIBOR plus 90 to 120 basis points (6.6% at September 30, 1999, based on 30-day LIBOR of 5.7%), due November 2000............... 234,000 49,000 ---------- ---------- Subtotal.................................................. 1,352,979 1,266,851 Unamortized debt premiums................................. 15,217 11,720 ---------- ---------- Total consolidated debt................................. $1,368,196 $1,278,571 ========== ==========
Secured debt generally requires monthly principal and interest payments. The secured debt is secured by deeds of trust on certain Properties. As of September 30, 1999, the total gross investment book value of those Properties secured by debt was $1,443,705. All of the secured debt bears interest at fixed rates, except for two loans with an aggregate principal amount of $10,466 which bear interest at a variable rate. The secured debt has various financial and non-financial covenants. Additionally, certain of the secured debt is cross-collateralized. The secured credit facility represents a loan secured by unfunded capital commitments of the third party investors in the Alliance Fund I. See Note 7 for a discussion of the Alliance Fund I. Interest on the senior debt securities is payable semiannually in each June and December commencing December 1998. The 2015 notes are putable and callable in June 2005. The senior debt securities are subject to various financial and non-financial covenants. The Company has a $500,000 unsecured revolving credit agreement (the "Credit Facility") with Morgan Guaranty Trust Company of New York, as agent, and a syndicate of twelve other banks. The Credit Facility has an original term of three years and is subject to a fee that accrues on the daily average undrawn funds, which varies between 15 and 25 basis points of the undrawn funds based on the Company's credit rating. The Credit Facility has various financial and non-financial covenants. Capitalized interest related to construction projects for the nine and three months ended September 30, 1998 and 1999 was $4,974, $8,298, $1,876 and $2,841, respectively. 9 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) The scheduled maturities of the Company's total debt, excluding unamortized debt premiums, as of September 30, 1999 are as follows:
UNSECURED SECURED SENIOR UNSECURED SECURED CREDIT DEBT CREDIT DEBT FACILITY SECURITIES FACILITY TOTAL -------- -------- ---------- --------- ---------- 1999 (three months)..................................... $ 3,347 $80,000 $ -- $ -- $ 83,347 2000.................................................... 45,190 -- -- 49,000 94,190 2001.................................................... 43,322 -- -- -- 43,322 2002.................................................... 53,997 -- -- -- 53,997 2003.................................................... 108,545 -- -- -- 108,545 2004.................................................... 92,360 -- -- -- 92,360 2005.................................................... 69,951 -- 100,000 -- 169,951 2006.................................................... 134,950 -- -- -- 134,950 2007.................................................... 48,107 -- -- -- 48,107 2008.................................................... 127,746 -- 175,000 -- 302,746 Thereafter.............................................. 10,336 -- 125,000 -- 135,336 -------- ------- -------- ------- ---------- Subtotal................................................ $737,851 $80,000 $400,000 $49,000 $1,266,851 ======== ======= ======== ======= ==========
6. MINORITY INTERESTS IN CONSOLIDATED JOINT VENTURES Minority interests in the Company represent the limited partnership interests in the Operating Partnership and interests held by certain third parties (some of which are separate account co-investors that are Institutional Alliance Partners) in 21 joint ventures, through which 27 properties are held, that are consolidated for financial reporting purposes. Such investments are consolidated because (i) the Company owns a majority interest or (ii) the Company exercises significant control through the ability to control major operating decisions such as approval of budgets, selection of property managers and changes in financing. The following table distinguishes the minority interest ownership held by certain joint venture partners, separate account co-investors, the Alliance Fund I, the limited partners in the Operating Partnership, the Series B Preferred Unit holders' interest in the Operating Partnership, the Series C Preferred Unit holders' interest in an indirect subsidiary of the Company, the Series D Preferred Unit holder's interest in an indirect subsidiary of the Company and the Series E Preferred Unit holder's interest in an indirect subsidiary of the Company, as of the quarter ended September 30, 1999 and for the nine and three months ended September 30, 1999.
MINORITY INTEREST SHARE OF NET INCOME --------------------------------------- MINORITY INTEREST THREE MONTHS LIABILITY AS OF NINE MONTHS ENDED ENDED SEPTEMBER 30, 1999 SEPTEMBER 30, 1999 SEPTEMBER 30, 1999 ------------------ ------------------ ------------------ Joint venture partners......................... $ 18,384 $ 1,426 $ 516 Separate account co-investors.................. 51,400 2,771 971 Alliance Fund I................................ 11,711 111 111 Limited partners in the Operating Partnership.................................. 90,006 6,159 2,638 Series B Preferred Units (liquidation preference of $65,000)....................... 62,318 4,206 1,402 Series C Preferred Units (liquidation preference of $110,000)...................... 105,855 7,218 2,406 Series D Preferred Units (liquidation preference of $79,767)....................... 77,690 2,404 1,545 Series E Preferred Units (liquidation preference of $11,022)....................... 10,857 72 72 -------- ------- ------ $428,221 $24,367 $9,661 ======== ======= ======
10 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 7. INVESTMENT IN CONSOLIDATED JOINT VENTURE On September 24, 1999, AMB Institutional Alliance REIT I, Inc. (the "Alliance REIT") issued and sold shares of its capital stock to several third party investors. The Alliance REIT has elected to be taxed as a REIT under the Code, commencing with its tax year ending December 31, 1999. The Alliance REIT acquired a limited partnership interest in AMB Institutional Alliance Fund I, L.P. (the "Alliance Fund I"), which is engaged in the acquisition, ownership, operation, management, renovation, expansion and development of primarily industrial buildings in target markets nationwide. The Operating Partnership is the managing general partner of the Alliance Fund I and, together with an affiliate of the Company, owns approximately 30.1% of the partnership interests of the Alliance Fund I. The Company consolidates the Alliance Fund I for financial reporting purposes because the Operating Partnership is the managing general partner of the Alliance Fund I and, as a result, controls all of its major operating decisions. 8. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE The Company has a 56.1% non-controlling limited partnership interest in one unconsolidated equity investment joint venture which was purchased in June 1998. The joint venture owns 36 industrial buildings totaling approximately 4.0 million square feet in the Chicago market. For the nine and three month periods ended September 30, 1999, the Company's share of net operating income was $6,048 and $2,056, respectively, and as of September 30, 1999, the Company's share of the unconsolidated joint venture debt was $19,112, which had a weighted average interest rate of 6.5%. 9. STOCKHOLDERS' EQUITY On September 10, 1999, the Company and the Operating Partnership declared a quarterly cash distribution of $0.35 per share of common stock and LP Unit, for the quarter ending September 30, 1999, payable on October 15, 1999, to stockholders and unitholders of record as of October 5, 1999. On September 10, 1999, the Company declared a cash dividend of $0.5313 per share on its Series A Preferred Stock, and the Operating Partnership declared a cash distribution of $0.5313 per unit on its Series A Preferred Units, for the three month period ending October 14, 1999, payable on October 15, 1999, to stockholders and unitholders of record as of October 5, 1999. 10. INCOME PER SHARE The Company's only dilutive securities outstanding for the nine and three months ended September 30, 1998 and 1999 were stock options granted under its stock incentive plan. The effect of the stock options was to increase weighted average shares outstanding by 377,344 and 100,832 shares for the nine months ended September 30, 1998 and 1999, respectively, and by 378,410 and 100,715 shares for the three months ended September 30, 1998 and 1999, respectively. Such dilution was computed using the treasury stock method. 11 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 11. SEGMENT INFORMATION The Company has two reportable segments: Industrial Properties and Retail Properties. The Industrial Properties consist primarily of warehouse distribution facilities suitable for single or multiple tenants and are typically comprised of multiple buildings and are leased to tenants engaged in various types of businesses. The Retail Properties are generally leased to one or more anchor tenants, such as grocery and drug stores, and various retail businesses. The accounting policies of the segments are the same as those described in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The Company evaluates performance based upon property net operating income and contribution to funds from operations ("FFO") from the combined properties in each segment. The Company's properties are managed separately because each segment requires different operating, pricing and leasing strategies. Significant information used by the Company for the reportable segments is as follows:
INDUSTRIAL PROPERTIES RETAIL PROPERTIES TOTAL PROPERTIES -------------------------- -------------------------- -------------------------- NINE MONTHS THREE MONTHS NINE MONTHS THREE MONTHS NINE MONTHS THREE MONTHS ENDED ENDED ENDED ENDED ENDED ENDED ----------- ------------ ----------- ------------ ----------- ------------ RENTAL REVENUES(1): September 30, 1998................ $172,590 $66,021 $79,254 $26,820 $251,844 $ 92,841 September 30, 1999.............. 257,199 91,395 73,696 18,313 330,895 109,708 PROPERTY NET OPERATING INCOME AND CONTRIBUTION TO FFO(2): September 30, 1998............ 132,059 50,099 57,318 19,577 189,377 69,676 September 30, 1999............ 195,224 69,620 53,130 13,306 248,354 82,926
INDUSTRIAL PROPERTIES RETAIL PROPERTIES TOTAL PROPERTIES ----------------------- ----------------------- ----------------------- INVESTMENT IN PROPERTIES: As of: December 31, 1998(3)............ $2,574,940 $794,120 $3,369,060 September 30, 1999(4)........... 3,038,127 30,571 3,068,698
- --------------- (1) Includes straight-line rents of $8,083 and $7,523 for the nine months ended September 30, 1998 and 1999, respectively, and $2,594 and $2,000 for the quarters ended September 30, 1998 and 1999, respectively. (2) Property net operating income (NOI) and contribution to FFO are defined as rental revenue, including reimbursements and straight-line rents, less property level operating expenses and excluding depreciation, amortization and interest expense. (3) Excludes net properties held for divestiture of $21,434, $93,616, and $115,050 for Industrial, Retail, and Total Properties, respectively. (4) Excludes net properties held for divestiture of $39,550, $438,265, and $477,815 for Industrial, Retail, and Total Properties, respectively. 12 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) The Company uses property net operating income and FFO as operating performance measures. The following two tables are reconciliations between total reportable segment revenue, property net operating income and FFO contribution to consolidated revenues, net income and FFO.
FOR THE NINE MONTHS FOR THE THREE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, -------------------- -------------------- 1998 1999 1998 1999 -------- -------- -------- -------- REVENUES Total rental revenues for reportable segments............... $251,844 $330,895 $ 92,841 $109,708 Investment management and other income...................... 3,016 5,838 1,220 2,076 -------- -------- -------- -------- Total consolidated revenues................................. $254,860 $336,733 $ 94,061 $111,784 ======== ======== ======== ======== NET INCOME Property net operating income and contribution to FFO for reportable segments....................................... $189,377 $248,354 $ 69,676 $ 82,926 Equity in earnings of unconsolidated joint venture.......... 833 3,580 833 1,252 Investment management and other income...................... 2,183 2,258 387 824 Less: General and administrative................................ (13,864) (19,116) (4,800) (6,107) Interest expense.......................................... (47,105) (67,705) (19,544) (21,147) Depreciation and amortization............................. (40,052) (49,295) (14,750) (15,693) Minority interests........................................ (6,615) (24,367) (2,930) (9,661) -------- -------- -------- -------- Net income before gain from divestiture of real estate...... 84,757 93,709 28,872 32,394 Gain from divestiture of real estate........................ -- 33,057 -- 21,532 Extraordinary items......................................... -- (2,856) -- (1,347) -------- -------- -------- -------- Net income.................................................. $ 84,757 $123,910 $ 28,872 $ 52,579 ======== ======== ======== ======== FFO(1) Net income.................................................. $ 84,757 $123,910 $ 28,872 $ 52,579 Minority interests' share of net income..................... 6,615 24,367 2,930 9,661 Gain from divestiture of real estate........................ -- (33,057) -- (21,532) Extraordinary items......................................... -- 2,856 -- 1,347 Real estate depreciation and amortization: Total depreciation and amortization....................... 40,052 49,295 14,750 15,693 Furniture, fixtures, and equipment depreciation........... (319) (649) (104) (285) FFO attributable to minority interests(2): Separate account co-investors............................. (2,561) (4,001) (1,430) (1,366) Alliance Fund I........................................... -- (127) -- (127) Other joint venture partners.............................. (1,562) (1,691) (605) (582) Adjustment to derive FFO in unconsolidated joint venture(3): Company's share of net income............................. (833) (3,579) (833) (1,251) Company's share of FFO.................................... 1,327 5,061 1,327 1,745 Series A preferred stock dividends.......................... (1,514) (6,375) (1,514) (2,125) Series B, C, D & E preferred unit distributions............. -- (13,900) -- (5,425) -------- -------- -------- -------- FFO......................................................... $125,962 $142,110 $ 43,393 $ 48,332 ======== ======== ======== ========
- --------------- (1) FFO is defined as income from operations before minority interest, gains or losses from sale of real estate and extraordinary losses plus real estate depreciation and adjustment to derive the Company's pro rata share of the FFO of unconsolidated joint ventures, less minority interests' pro rata share of the FFO of consolidated joint ventures and perpetual preferred stock dividends. In accordance with NAREIT White Paper on FFO, the Company includes the effects of straight-line rents in FFO. Further, the Company does not adjust FFO to eliminate the effects of non-recurring charges. (2) Represents FFO attributable to minority interests in consolidated joint ventures for the periods presented, which has been computed as minority interests' share of net income before disposal of properties plus minority interests' share of real estate-related depreciation and amortization of the consolidated joint ventures for such periods. Such minority interests are not exchangeable into shares of Common Stock. (3) Represents the Company's pro rata share of FFO in unconsolidated joint ventures for the periods presented, which has been computed as the Company's share of net income plus the Company's share of real estate-related depreciation and amortization of the unconsolidated joint venture for such periods. 13 AMB PROPERTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1999 (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PROPERTY STATISTICS, SHARE, PER SHARE AND UNIT AMOUNTS) 12. COMMITMENTS AND CONTINGENCIES Litigation In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its Properties. In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on the consolidated financial position, results of operations, or cash flows of the Company. Environmental Matters The Company follows the policy of monitoring its properties for the presence of hazardous or toxic substances. The Company is not aware of any environmental liability with respect to the Properties that would have a material adverse effect on the Company's business, assets or results of operations. There can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability would have an adverse effect on the Company's results of operations and cash flow. General Uninsured Losses The Company carries comprehensive liability, fire, flood, environmental, extended coverage and rental loss insurance with policy specifications, limits and deductibles which the Company believes are adequate and appropriate under the circumstances given the relative risk of loss, the cost of such coverage and industry practice. There are, however, certain types of extraordinary losses that may be either uninsurable, or not economically insurable. Certain of the Properties are located in areas that are subject to earthquake activity; the Company has therefore obtained limited earthquake insurance. Should an uninsured loss occur, the Company could lose its investment in, and anticipated profits and cash flows, from a Property. 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of the consolidated financial condition and results of operations in conjunction with the Notes to Consolidated Financial Statements. Statements contained in this discussion which are not historical facts may be forward looking statements. 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 involve numerous risks and uncertainties and you should not rely upon them as predictions of future events. There is no assurance that the events or circumstances reflected in forward-looking statements will be achieved or occur. 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. 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 or non-renewal of leases by tenants, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest of properties we have contracted to sell or to timely reinvest proceeds from any such 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 under the Internal Revenue Code of 1986, as amended, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in real estate and zoning laws 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 those risk factors discussed in Item 5 of this report. 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. Unless we indicate otherwise or unless the context requires otherwise, all references in this report to "AMB" and the "Company" mean AMB Property Corporation and all references to the "operating partnership" mean AMB Property, L.P. Unless we indicate otherwise or unless the context requires otherwise, all references in this report to "we," "us," or "our" mean AMB and its subsidiaries, including the operating partnership and its subsidiaries. THE COMPANY As of September 30, 1999, we owned and operated industrial buildings and retail centers totaling 67.4 million square feet located in 26 markets nationwide. As of September 30, 1999, we owned 692 industrial buildings, principally warehouse distribution buildings, aggregating 63.8 million rentable square feet, which were 96.7% leased, and 17 retail centers, principally grocer-anchored community shopping centers, aggregating 3.6 million rentable square feet, which were 92.0% leased. In addition, as of the same date we had an interest in an unconsolidated joint venture that owns 36 industrial buildings aggregating 4.0 million square feet and we operated properties aggregating 3.7 million, 0.4 million, and 0.1 million square feet of industrial, retail, and other properties, respectively, on behalf of investment management clients. On March 9, 1999, we signed three separate definitive agreements with BPP Retail, LLC, a co-investment entity between Burnham Pacific and the California Public Employees' Retirement System, pursuant to which, if fully consummated, BPP Retail would have acquired up to 28 of our retail shopping centers, totaling approximately 5.1 million square feet, for an aggregate price of $663.4 million. The sale of three of the properties was subject to the consent of one of our joint venture partners, which did not consent to the sale of these properties. As a result, the price with respect to the 25 remaining properties, totaling approximately 4.3 million square feet, is approximately $560.3 million. We intend to dispose of the remaining three properties or our interests in the joint ventures through which we hold the properties. 15 Pursuant to the agreements, BPP Retail will acquire the 25 centers in separate transactions. Under the agreements, we have the right to extend the closing dates for a period of up to either 20 or 50 days. We have exercised this right with respect to the first and second transactions, which closed on June 15, 1999 and August 4, 1999, respectively. Pursuant to the closings of the first and second transactions, BPP Retail acquired 21 retail shopping centers, totaling approximately 3.5 million square feet, for an aggregate price of approximately $453.2 million. We used the proceeds from the first and second transactions to repay secured debt related to the properties divested of approximately $55.5 million, to pay approximately $210.0 million in partial repayment of amounts outstanding under our unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. The divestitures resulted in an aggregate gain of approximately $33.1 million and an extraordinary loss of approximately $2.9 million, consisting of prepayment penalties with an offset for the write-off of debt premiums related to the indebtedness extinguished. We currently expect the third transaction to close on or about December 1, 1999. Although the remaining transaction with BPP Retail does not have a discretionary due diligence period, it is subject to certain customary closing conditions, which are generally applied on a property-by-property basis. Burnham Pacific has announced that it has received and is reviewing a merger proposal. We do not believe that the remaining contractual obligations of BPP Retail with respect to the purchase of the retail centers will be affected by any resulting merger. BPP Retail has posted a deposit of $8.4 million on the remaining transaction. BPP Retail's liability in the event of its default under a definitive agreement is limited to its deposit. Although we believe that the remaining transaction with BPP Retail is probable, the transaction might not close as scheduled or close at all, and it is possible that the transaction may close with respect to just a portion of the properties currently subject to the agreement. We intend to use the proceeds of approximately $107.1 million from the divestiture of the remaining four retail centers to BPP Retail in the third transaction to partially repay amounts outstanding under our unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. In addition, we entered into a definitive agreement, subject to a financing condition, with Burnham Pacific, pursuant to which, if fully consummated, Burnham Pacific would have acquired up to six additional retail centers, totaling approximately 1.5 million square feet, for approximately $284.4 million. On June 30, 1999, this agreement was terminated pursuant to its terms as a result of Burnham Pacific's decision not to waive the financing condition. We currently intend to dispose of five of these retail properties, either on an individual or portfolio basis, or our interest in the joint venture which holds one of the five properties. In connection with the BPP Retail transactions, AMB has granted the California Public Employee's Retirement System an option to purchase up to 2,000,000 shares of AMB's common stock for an exercise price of $25.00 per share that the California Public Employees' Retirement system may exercise on or before March 31, 2000. AMB had registered the 2,000,000 shares of common stock issuable upon exercise of the option. On September 24, 1999, AMB Institutional Alliance REIT I, Inc. (the "Alliance REIT") issued and sold shares of its capital stock to several third party investors. The Alliance REIT acquired a limited partnership interest in AMB Institutional Alliance Fund I, L.P. (the "Alliance Fund I"), which is engaged in the acquisition, ownership, operation, management, renovation, expansion and development of primarily industrial buildings in target markets nationwide. The operating partnership is the managing general partner of the Alliance Fund I and, together with one of our affiliates, owns approximately 30.1% of the partnership interests of the Alliance Fund I. We consolidate the Alliance Fund I for financial reporting purposes because the operating partnership is the managing general partner of the Alliance Fund I and, as a result, controls all of its major operating decisions. We have formed a limited liability company with AIG Global Real Estate Investment Corp. ("AIG") to acquire, develop, manage and operate environmentally impaired properties in target markets nationwide. The operating partnership is the managing member of this venture. Each of AIG and the operating partnership has committed $50 million to this venture. This venture currently intends to invest primarily in industrial 16 properties located near major airports, ports and in-fill areas with known and quantifiable environmental issues, as well as, to a more limited extent, well-located, value-added retail properties. ACQUISITION AND DEVELOPMENT ACTIVITY During the third quarter, we acquired $67.0 million in operating properties, consisting of 14 industrial buildings, aggregating 1.5 million square feet. We also initiated four new development projects, aggregating approximately 1.0 million square feet during the quarter, with a total estimated cost of $92.1 million upon completion. Two development projects aggregating approximately 0.7 million square feet, were completed during the quarter at a total aggregate cost of $29.8 million. As of September 30, 1999, we had 16 industrial projects, aggregating approximately 4.1 million square feet, in our development pipeline, with a total estimated cost of $243.3 million upon completion, and three retail projects, aggregating approximately 0.5 million square feet, with a total estimated cost of $70.2 million upon completion, in our development pipeline. STRATEGIC ALLIANCE PROGRAMS We believe that our strategy of forming strategic alliances with local and regional real estate experts improves our operating efficiency and flexibility, strengthens our customer satisfaction and retention and provides us with attractive growth opportunities. Additionally, our strategic alliances with institutional investors enhance our access to private capital and our ability to finance transactions. Our six Strategic Alliance Programs can be grouped into two categories: - Operating Alliances, which allow us to form relationships with local or regional real estate experts, thereby becoming their ally rather than their competitor; and - Investment Alliances, which allow us to establish relationships with a variety of capital sources. OPERATING ALLIANCES BROKER ALLIANCE PROGRAM: Through our Broker Alliance Program, we work closely with top local leasing companies in each of our markets, which brokers provide us with access to high quality tenants and local market knowledge. CUSTOMER ALLIANCE PROGRAM: Through our Customer Alliance Program, we seek to build long-term working relationships with major tenants. We are committed to working with our tenants, particularly our larger tenants with multi-site requirements, to make their property searches as efficient as possible. During the quarter ended September 30, 1999, we acquired one industrial building, aggregating 0.7 million square feet, sourced through our Customer Alliance Program. DEVELOPMENT ALLIANCE PROGRAM: Our strategy for our Development Alliance Program is to form alliances with development firms with a strong local presence and expertise. As of September 30, 1999, over 84% of our development projects were being developed by our Development Alliance Partners. MANAGEMENT ALLIANCE PROGRAM: Our strategy for the Management Alliance Program is to develop close relationships with, and outsource property management to, local property managers that we believe to be among the best in their respective markets. Our alliances with local property managers increase our flexibility, reduce our overhead expenses and improve our customer service. In addition, these alliances provide us with local market information related to tenant activity and acquisition opportunities. During the quarter ended September 30, 1999, we acquired nine industrial buildings, aggregating 0.4 million square feet, sourced through our Management Alliance Program. INVESTMENT ALLIANCES INSTITUTIONAL ALLIANCE PROGRAM: Our strategy for our Institutional Alliance Program is to form alliances with institutional investors. Our alliances with institutional investors provide us with access to private capital, including during those times when the public markets are less attractive, as well as providing us with a source of incremental fee income and investment returns. 17 UPREIT ALLIANCE PROGRAM: Through our UPREIT Alliance Program, we issue limited partnership units in the operating partnership to certain property owners in exchange for properties, thus providing additional growth for our portfolio. RESULTS OF OPERATIONS The analysis below shows changes in our results of operations for the nine and three months ended September 30, 1999 and 1998 which includes changes attributable to acquisitions and development activity, and the changes resulting from properties that we owned during both the current and prior year reporting periods, excluding development properties prior to being stabilized (generally defined as 95.0% leased) for both the current and prior periods (the "same store properties"). For the comparison between the nine and three month periods ended September 30, 1999 and 1998, the same store properties consist of properties aggregating 38.4 million square feet. Our future financial condition and results of operations, including rental revenues, may be impacted by the acquisition of additional properties. Our future revenues and expenses may vary materially from their historical rates. NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 Rental revenues. Rental revenues, including straight-line rents, tenant reimbursements and other property related income, increased by $79.1 and $16.9 million, or 31.4% and 18.2%, for the nine and three months ended September 30, 1999, to $330.9 and $109.7 million, respectively, as compared with the same periods in 1998. Approximately $6.9 and $2.1 million, or 8.8% and 12.3% of this increase, was attributable to same store properties, with the remaining $72.2 and $14.8 million attributable to properties acquired between January 1, 1998 and September 30, 1999. The growth in rental revenues in same store properties resulted primarily from the incremental effect of cash rental rate increases and changes in occupancy and reimbursement of expenses, offset by a decrease in straight-line rents and the divestiture of the 21 retail centers to BPP Retail. During the nine and three months ended September 30, 1999, the same store properties increase in base rents (cash basis) was 13.4% and 10.9%, respectively, on 3.9 million and 1.4 million square feet leased, respectively. Other revenues. Other revenues, including equity in earnings of unconsolidated joint venture, investment management income, and interest income, totaled $5.8 and $2.1 million for the nine and three months ended September 30, 1999, respectively, as compared to $3.0 and $1.2 million for the nine and three months ended September 30, 1998, respectively. The $2.8 and $0.9 million increase in other revenues between the nine and three months ended September 30, 1999 and September 30, 1998, respectively, was primarily attributable to the earnings from our equity investment in our unconsolidated joint venture which was purchased in June 1998. Property operating expenses and real estate taxes. Property operating expenses, including asset management costs and real estate taxes, increased by $20.1 and $3.6 million, or 32.1% and 15.6%, for the nine and three months ended September 30, 1999, to $82.5 and $26.8 million, respectively, as compared with the same periods in 1998. Same store properties operating expenses increased by approximately $1.2 and $0.2 million for the nine and three months ended September 30, 1999, respectively, while operating expenses attributable to properties acquired between January 1, 1998 through September 30, 1999 added $18.9 and $3.4 million. The change in same store properties operating expenses primarily relates to increases in same store properties real estate taxes of approximately $1.6 and $0.4 million for the nine and three months ended September 30, 1999, respectively, offset by decreases in same store insurance expenses and the divestiture of the 21 retail centers to BPP Retail. General and administrative expenses. General and administrative expenses were $19.1 and $6.1 million for the nine and three months ended September 30, 1999, respectively. The $5.2 and $1.3 million, or 37.4% and 27.1%, increases from the nine and three months ended September 30, 1998 to September 30, 1999 are primarily attributable to additional staffing that resulted from the growth in our portfolio. The remainder of the increase is due to the change in our accounting policy for capitalizing internal acquisition costs. Effective during the second quarter of 1998, we changed our policy to expense all internal costs. 18 LIQUIDITY AND CAPITAL RESOURCES We currently expect that our principal sources of working capital and funding for acquisitions, development, expansion and renovation of properties will include cash flows from operations, borrowings under our unsecured credit facility, other forms of secured or unsecured financing, proceeds from equity or debt offerings by AMB or the operating partnership (including issuances of limited partnership units in the operating partnership or other subsidiaries) and net proceeds from divestitures of properties. We presently believe that our sources of working capital and our ability to access private and public debt and equity capital are adequate for us to continue to meet our liquidity requirements for the foreseeable future. CAPITAL RESOURCES Property divestitures. On March 9, 1999, we signed three separate definitive agreements with BPP Retail, LLC pursuant to which, if fully consummated, BPP Retail would have acquired up to 28 of our retail shopping centers, totaling approximately 5.1 million square feet, for an aggregate price of $663.4 million. The sale of three of the properties was subject to the consent of one of our joint venture partners, which did not consent to the sale of these properties. As a result, the sale price with respect to the 25 remaining properties, totaling approximately 4.3 million square feet, is approximately $560.3 million. We intend to dispose of the remaining three properties or our interests in the joint ventures through which we hold the properties. Pursuant to the agreements, BPP Retail will acquire the 25 centers in separate transactions. Under the agreements, we have the right to extend the closing dates for a period of up to either 20 or 50 days. We have exercised this right with respect to the first and second transactions, which closed on June 15, 1999 and August 4, 1999, respectively. Pursuant to the closings of the first and second transactions, BPP Retail acquired 21 retail shopping centers, totaling approximately 3.5 million square feet, for an aggregate price of approximately $453.2 million. We used the proceeds from the first and second transactions to repay secured debt related to the properties divested of approximately $55.5 million, to pay approximately $210.0 million in partial repayment of amounts outstanding under our unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. The divestitures resulted in an aggregate gain of approximately $33.1 million and an extraordinary loss of approximately $2.9 million, consisting of prepayment penalties with an offset for the write-off of debt premiums related to the indebtedness extinguished. We currently expect the third transaction to close on or about December 1, 1999. In addition, we entered into a definitive agreement, subject to a financing condition, with Burnham Pacific, pursuant to which, if fully consummated, Burnham Pacific would have acquired up to six additional retail centers, totaling approximately 1.5 million square feet, for approximately $284.4 million. On June 30, 1999, this agreement was terminated pursuant to its terms as a result of Burnham Pacific's decision not to waive the financing condition. We currently intend to dispose of five of these retail properties, either on an individual or portfolio basis, or our interests in the joint venture which holds one of the five properties. As of September 30, 1999, the net carrying value of the properties held for divestiture was $477.8 million. Certain of the properties included in these transactions are subject to indebtedness totaling $112.2 million as of September 30, 1999. We intend to use the proceeds from these transactions to pay expenses incurred in connection with the divestitures, to repay the secured debt related to the properties divested, to partially pay down our unsecured credit facility, for potential acquisitions and for general corporate purposes. There can be no assurance that we will dispose of all of the properties held for divestiture in a timely manner. Credit facility. We have a $500 million unsecured revolving credit agreement with Morgan Guaranty Trust Company of New York, as agent, and a syndicate of twelve other banks. The credit facility has a term of three years and is subject to a fee that accrues on the daily average undrawn funds, which varies between 15 and 25 basis points (currently 15 basis points) of the undrawn funds based on our credit rating. We use the credit facility principally for acquisitions and for general working capital requirements. Borrowings under the credit facility bear interest at LIBOR plus 90 to 120 basis points (currently LIBOR plus 90 basis points), depending our debt rating at the time of the borrowings. As of September 30, 1999, the outstanding balance on the credit facility was $49.0 million, with a weighted average interest rate of 6.6% (based on 30-day LIBOR of 5.7%). Monthly debt service payments on the credit facility are interest only. The credit facility matures in 19 November 2000. The total amount available under the credit facility fluctuates based upon the borrowing base, as defined in the agreement governing the credit facility. At September 30, 1999, the remaining amount available under the credit facility was approximately $451.0 million. Debt and equity financing. On August 31, 1999, AMB Property II, L.P. issued and sold 220,440 7.75% Series E Cumulative Redeemable Preferred Limited Partnership Units at a price of $50.00 per unit in a private placement. Distributions are cumulative from the date of original issuance and are payable quarterly in arrears at a rate per unit equal to $3.875 per annum. The Series E Preferred Units are redeemable by AMB Property II, L.P. on or after August 31, 2004, subject to certain conditions, for cash at a redemption price equal to $50.00 per unit, plus accumulated and unpaid distributions thereon, if any, to the redemption date. The Series E Preferred Units are exchangeable, at specified times and subject to certain conditions, on a one-for-one basis, for shares of AMB's Series E Preferred Stock. AMB Property II, L.P. used the gross proceeds of approximately $11.0 million to pay placement fees, transaction expenses and to repay approximately $10.8 million in loans made to it by the operating partnership. The operating partnership used the funds to pay approximately $10.0 million in partial repayment of amounts outstanding under our unsecured credit facility and for general corporate purposes. Market capitalization. As of September 30, 1999, the aggregate principal amount of the secured debt was $817.9 million, excluding unamortized debt premiums of $11.7 million. The secured debt bears interest at rates varying from 4.0% to 10.4% per annum (with a weighted average of 7.6%) and final maturity dates ranging from December 1999 to April 2014. We believe the carrying value of the debt approximates its fair value on September 30, 1999. As of September 30, 1999, our total outstanding debt was approximately $1.3 billion, including unamortized debt premiums of approximately $11.7 million. See Note 5 to our Consolidated Financial Statements. The total amount of debt that we must repay during the remainder of 1999 is approximately $83.3 million, of which $80.0 million represents repayment of a secured credit facility, with the remaining $3.3 million representing scheduled principal amortization. In order to maintain financial flexibility and facilitate the rapid deployment of capital through market cycles, we presently intend to operate with a debt-to-total market capitalization ratio of approximately 45% or less. Additionally, we presently intend to continue to structure our balance sheet in order to maintain an investment grade rating on our senior unsecured debt. 20 The following tables summarize our debt maturities and capitalization as of September 30, 1999 (in thousands, except share amounts and percentages). DEBT
- --------------------------------------------------------------------------------------------------------------------------------- UNSECURED INDUSTRIAL RETAIL SECURED SENIOR UNSECURED SECURED SECURED CREDIT DEBT CREDIT DEBT DEBT FACILITY(2) SECURITIES FACILITY TOTAL ---------- -------- ----------- ---------- --------- ---------- 1999 (three months)................................. $ 2,256 $ 1,091 $ 80,000 $ -- $ -- $ 83,347 2000................................................ 36,434 8,756 -- -- 49,000 94,190 2001................................................ 13,277 30,045 -- -- -- 43,322 2002................................................ 30,189 23,808 -- -- -- 53,997 2003................................................ 58,024 50,521 -- -- -- 108,545 2004................................................ 91,790 570 -- -- -- 92,360 2005................................................ 69,333 618 -- 100,000 -- 169,951 2006................................................ 134,280 670 -- -- -- 134,950 2007................................................ 47,380 727 -- -- -- 48,107 2008................................................ 119,988 7,758 -- 175,000 -- 302,746 Thereafter.......................................... 8,410 1,926 -- 125,000 -- 135,336 -------- -------- -------- -------- ------- ---------- Subtotal.......................................... 611,361 126,490 80,000 400,000 49,000 1,266,851 Unamortized premiums.............................. 9,049 2,671 -- -- -- 11,720 -------- -------- -------- -------- ------- ---------- Total consolidated debt..................... 620,410 129,161 80,000 400,000 49,000 1,278,571 Our share of unconsolidated JV debt................. 19,112 -- -- -- -- 19,112 -------- -------- -------- -------- ------- ---------- Total debt.................................. 639,522 129,161 80,000 400,000 49,000 1,297,683 JV partners' share of consolidated JV debt.......... (42,489) (16,668) (64,000) -- -- (123,157) -------- -------- -------- -------- ------- ---------- Our share of total debt......................... $597,033 $112,493 $ 16,000 $400,000 $49,000 $1,174,526 ======== ======== ======== ======== ======= ========== Weighted average interest rate................ 7.7%(1) 7.9% 6.3% 7.2% 6.6% 7.4% Weighted average maturity (in years).......... 6.3(1) 3.8 0.2 11.1 1.2 6.9
- --------------- (1) Does not include unconsolidated joint venture debt, which bears interest at 6.5% per annum and matures in 2007. (2) Represents a secured credit facility secured by the unfunded capital commitments of the investors in the Alliance Fund I. Our projected ownership of the Alliance Fund I upon final closing is estimated to be 20%. MARKET EQUITY
- -------------------------------------------------------------------------------------------------------- SHARES/UNITS SECURITY OUTSTANDING MARKET PRICE MARKET VALUE -------- ------------ ------------ ------------ Common stock................................................ 86,576,641 $21.19 $1,834,343 Common limited partnership units............................ 4,532,584 21.19 96,034 ---------- ---------- Total............................................... 91,109,225 $1,930,377 ========== ==========
PREFERRED STOCK AND UNITS
- ---------------------------------------------------------------------------------------------------- DIVIDEND LIQUIDATION REDEMPTION SECURITY RATE PREFERENCE PROVISIONS -------- -------- ----------- ------------- Series A preferred stock.................................... 8.50% $100,000 July 2003 Series B preferred units.................................... 8.63 65,000 November 2003 Series C preferred units.................................... 8.75 110,000 November 2003 Series D preferred units.................................... 7.75 79,767 May 2004 Series E preferred units.................................... 7.75 11,022 August 2004 ---- -------- Weighted Average/Total.................................... 8.41% $365,789 ==== ========
CAPITALIZATION RATIOS
- ------------------------------------------------------------------- Total debt-to-total market capitalization................... 36.1% Our share of total debt-to-total market capitalization...... 33.8% Total debt plus preferred-to-total market capitalization.... 46.3% Our share of total debt plus preferred-to-total market capitalization............................................ 44.4%
21 LIQUIDITY As of September 30, 1999, we had approximately $70.8 million in cash and cash equivalents and $451.0 million of additional available borrowings under our unsecured credit facility. We intend to use cash from operations, borrowings under the credit facility, other forms of secured and unsecured financing, proceeds from any future debt or equity offerings by AMB or the operating partnership (including issuances of limited partnership units in the operating partnership or its subsidiaries), and proceeds from divestitures of properties to fund acquisitions, development activities and capital expenditures and to provide for general working capital requirements. On September 10, 1999, we declared a quarterly cash distribution of $0.35 per share of common stock and the operating partnership declared a quarterly cash distribution of $0.35 per operating partnership unit, for the quarter ending September 30, 1999, payable on October 15, 1999, to stockholders and unitholders of record as of October 5, 1999. On September 10, 1999, we declared a cash dividend of $0.5313 per share on our Series A Preferred Stock, and the operating partnership declared a cash distribution of $0.5313 per unit on its Series A Preferred Units, for the three month period ending October 14, 1999, payable on October 15, 1999, to stockholders and unitholders of record as of October 5, 1999. On September 10, 1999, the operating partnership and AMB Property II, L.P. declared a cash distribution of $1.0781 and $1.0938 per unit on their Series B Preferred Units and Series C Preferred Units, respectively, for the three month period ending October 14, 1999, payable on October 15, 1999, to unitholders of record as of October 5, 1999. On September 10, 1999, AMB Property II, L.P. declared a cash distribution of $0.9688 per unit on its Series D Preferred Units, for the three month period ending on September 24, 1999, payable on September 25, 1999, to unitholders of record as of September 15, 1999. On September 10, 1999, AMB Property II, L.P. declared a cash distribution of $0.3264 per unit on its Series E Preferred Units, for the period from August 31, 1999 to October 14, 1999, payable on October 15, 1999, to unitholders of record as of October 5, 1999. The anticipated size of our distributions, using only cash from operations, will not allow us to retire all of our debt as it comes due. Therefore, we intend to also repay maturing debt with net proceeds from future debt and/or equity financings. However, we may not be able to obtain future financings on favorable terms or at all. CAPITAL COMMITMENTS In addition to recurring capital expenditures and costs to renew or re-tenant space, as of September 30, 1999, our development pipeline included 19 projects representing a total estimated investment of $313.5 million upon completion. Of this total, approximately $155.2 million had been funded as of September 30, 1999 and approximately $158.3 million is estimated to be required to complete projects currently under construction or for which we have committed to complete. We presently expect to fund these expenditures with cash from operations, borrowings under the credit facility, debt or equity issuances and net proceeds from property divestitures. Other than these capital items, we have no material capital commitments. During the period from July 1, 1999 to September 30, 1999, we invested $67.0 million in 14 industrial buildings, aggregating 1.5 million rentable square feet. We funded these acquisitions and initiated development projects through proceeds from the divestiture of properties, borrowings under the credit facility, cash and debt assumption. YEAR 2000 COMPLIANCE Our state of readiness. We utilize a number of computer software programs and operating systems across our entire organization, including applications used in financial business systems and various administrative functions. To the extent that our software applications contain source code that is unable to appropriately interpret the upcoming calendar year 2000 and beyond, some level of modification or replacement of such applications will be necessary. We have conducted a company-wide test of our financial and non-financial systems to ensure that our systems will adequately handle the year 2000 issue. Our financial system is fully year 2000 compliant. We have conducted a survey of our property managers to determine if our non-financial systems (HVAC, security, 22 lighting, and other building systems) at our properties are year 2000 compliant and to determine the state of readiness of our tenants regarding their year 2000 compliance. A majority of our property managers have responded to the survey and, based upon such responses, we believe that the non-financial systems with respect to those properties are year 2000 compliant. In addition, we are currently surveying our other third party vendors to determine if their systems are year 2000 compliant and to determine the state of readiness regarding their year 2000 compliance. The compliance efforts of our third-party vendors, including utility and telecommunication companies, are not within our control and any failure on the part of our third-party vendors to become year 2000 compliant could result in disruptions in our business operations and at our properties. Costs of addressing our year 2000 issues. Given the information known at this time about our systems, coupled with our ongoing, normal course-of-business efforts to upgrade or replace critical systems, as necessary, we do not expect year 2000 compliance costs to have any material adverse impact on our liquidity or ongoing results of operations. The costs of such assessment will be included in our general and administrative expenses. Although we can make no assurance, we currently do not expect that the year 2000 issue will materially affect our operations due to problems encountered by our suppliers, customers and lenders. Risks of our year 2000 issues. In light of our assessment and remediation efforts to date, we believe that any residual year 2000 risk is limited to non-critical business applications and support hardware. No assurance can be given, however, that all of our systems will be year 2000 compliant or that compliance will not have a material adverse effect on our future liquidity, results of operations or ability to service debt. Our contingency plans. We have developed our contingency plan for all material operations to address the most reasonably likely worst case scenarios regarding year 2000 compliance. Our contingency plan includes ensuring the availability of personnel and, if necessary, the deployment of teams consisting of property managers and engineers to manually override malfunctioning systems that are within our control in a timely manner. 23 FUNDS FROM OPERATIONS We believe that FFO, as defined by NAREIT, is an appropriate supplemental measure of performance for an equity REIT. While FFO is a relevant and widely used supplemental measure of operating performance of REITs, it does not represent cash flow from operations or net income as defined by GAAP, and it should not be considered as an alternative to those indicators in evaluating liquidity or operating performance. Further, FFO as disclosed by other REITs may not be comparable. The following table reflects the calculation of our FFO for nine and three months ended September 30, 1998 and 1999 (dollars in thousands).
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- --------------------------- 1998 1999 1998 1999 ----------- ----------- ------------ ------------ Income from operations before minority interests................................. $ 91,372 $ 118,076 $ 31,802 $ 42,055 Real estate related depreciation and amortization: Total depreciation and amortization....... 40,052 49,295 14,750 15,693 FF&E depreciation and ground lease amortization........................... (319) (649) (104) (285) FFO attributable to minority interests(1)(2): Separate account co-investors............. (2,561) (4,001) (1,430) (1,366) Alliance Fund I........................... -- (127) -- (127) Other joint venture partners.............. (1,562) (1,691) (605) (582) Adjustments to derive FFO in unconsolidated joint venture(3): Our share of net income................... (833) (3,579) (833) (1,251) Our share of FFO.......................... 1,327 5,061 1,327 1,745 Series A preferred stock dividends.......... (1,514) (6,375) (1,514) (2,125) Series B, C, D, & E preferred unit distributions............................. -- (13,900) -- (5,425) ----------- ----------- ----------- ----------- FFO(1)...................................... $ 125,962 $ 142,110 $ 43,393 $ 48,332 =========== =========== =========== =========== FFO per common share and unit: Basic..................................... $ 1.41 $ 1.56 $ 0.48 $ 0.53 =========== =========== =========== =========== Diluted................................... $ 1.41 $ 1.56 $ 0.48 $ 0.53 =========== =========== =========== =========== Weighted average common shares and units: Basic..................................... 89,214,581 90,796,692 89,675,763 91,078,726 =========== =========== =========== =========== Diluted(4)................................ 89,537,512 90,897,525 90,053,107 91,179,441 =========== =========== =========== ===========
- --------------- (1) FFO is defined as income from operations before minority interest, gains or losses from sale of real estate and extraordinary losses plus real estate depreciation and adjustment to derive our pro rata share of the FFO of unconsolidated joint ventures, less minority interests' pro rata share of the FFO of consolidated joint ventures and perpetual preferred stock dividends and unit distributions. In accordance with NAREIT White Paper on FFO, we include the effects of straight-line rents in FFO. Further, we do not adjust FFO to eliminate the effects of non-recurring charges. (2) Represents FFO attributable to minority interest in consolidated joint ventures for the period presented, which has been computed as minority interests' share of net income plus minority interests' share of real estate-related depreciation and amortization of the consolidated joint ventures for such period. These minority interests are not convertible into shares of common stock. (3) Represents our pro rata share of FFO in unconsolidated joint ventures for the period presented, which has been computed as our share of net income plus our share of real estate-related depreciation and amortization of the unconsolidated joint venture for such period. (4) Includes the dilutive effect of stock options. 24 OPERATING AND LEASING STATISTICS SUMMARY The following summarizes key operating and leasing statistics for all of our industrial properties and retail properties as of and for the period ended September 30, 1999.
INDUSTRIAL RETAIL TOTAL ----------- ---------- ----------- Square feet owned(1)........................................ 63,771,805 3,578,092 67,349,897 Occupancy percentage........................................ 96.7% 92.0% 96.5% Lease expirations as percentage of total square feet (next 12 months)................................................ 16.6% 8.1% 16.1% Weighted average lease term................................. 7 years 14 years 7 years Tenant retention: Quarter................................................... 68.3% 16.9% 68.1% Trailing average (1/01/96 to 9/30/99)..................... 72.4% 85.3% 73.0% Rent increases on renewals and rollovers: Quarter................................................... 12.9% (0.5)% 12.6% Year-to-date.............................................. 13.6% 6.8% 13.0% Same store cash basis NOI growth(2): Quarter................................................... 6.0% 8.1% 6.4% Year-to-date.............................................. 5.9% 5.7% 5.9% Second generation tenant improvements and leasing commissions per sq. ft.:(3) Quarter: Renewals................................................ $ 1.00 $ 0.11 $ 0.99 Re-tenanted............................................. 3.32 0.00 3.31 ----------- ---------- ----------- Weighted average...................................... $ 1.64 $ 0.10 $ 1.63 =========== ========== =========== Year-to-date: Renewals................................................ $ 1.26 $ 1.26 $ 1.26 Re-tenanted............................................. 2.89 3.97 2.89 ----------- ---------- ----------- Weighted average...................................... $ 1.66 $ 1.39 $ 1.65 =========== ========== =========== Trailing average (1/01/96 to 9/30/99)....................... $ 1.36 $ 4.03 $ 1.49 =========== ========== =========== Recurring capex(4) Quarter................................................... $ 7,657 $ 27 $ 7,684 Year-to-date.............................................. 19,257 789 20,046
- --------------- (1) In addition to owned square feet as of September 30, 1999, AMB Investment Management managed 3.7 million, 0.4 million, and 0.1 million additional square feet of industrial, retail, and other properties, respectively. We also have an investment in 4.0 million square feet of industrial properties through our investment in an unconsolidated joint venture. (2) Consists of industrial buildings and retail centers aggregating 36.0 million and 2.3 million square feet, respectively, that have been owned by us prior to January 1, 1998, and excludes development properties prior to stabilization. (3) Consists of all second generation leases renewing or re-tenanting with lease terms greater than one year. (4) Includes second generation leasing costs and building improvements. The following summarizes key same store properties' operating and leasing statistics for our industrial properties and retail properties as of and for the period ending September 30, 1999.
INDUSTRIAL RETAIL TOTAL ---------- --------- ---------- Square feet in same store pool(1)........................... 36,025,231 2,345,531 38,370,762 Occupancy percentage: 9/30/99................................................... 97.9% 95.9% 97.8% 9/30/98................................................... 95.9% 96.2% 95.9% Tenant retention: Quarter................................................... 72.3% 30.6% 72.1% Year-to-date.............................................. 75.3% 84.0% 75.4% Rent increases on renewals and rollovers: Quarter................................................... 11.3% (0.5)% 10.9% Year-to-date.............................................. 14.3% 6.5% 13.4% Cash basis NOI growth % increase: Quarter: Revenues................................................ 4.5% 7.8% 5.1% Expenses................................................ 0.1% 7.1% 1.4% NOI..................................................... 6.0% 8.1% 6.4% Year-to-date: Revenues................................................ 5.1% 5.2% 5.1% Expenses................................................ 2.5% 4.1% 2.8% NOI..................................................... 5.9% 5.7% 5.9%
- --------------- (1) Same store properties include all properties that were owned during both the current and prior year reporting periods and excludes development properties prior to being stabilized for both the current and prior reporting period. 25 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS Our exposure to market risk includes the rising interest rates in connection with our unsecured credit facility and other variable rate borrowings, and our ability to incur more debt without stockholder approval, thereby increasing our debt service obligations, which could adversely affect our cash flows. See "Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Capital Resources -- Market Capitalization." PART II ITEM 1. LEGAL PROCEEDINGS As of September 30, 1999, there were no pending legal proceedings to which we are a party or of which any of our properties is the subject, the adverse determination of which we anticipate would have a material adverse effect upon our financial condition and results of operations. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On September 30, 1999, the operating partnership issued an aggregate of 3,642 limited partnership units with an aggregate value of approximately $85,700 to five partnerships in partial consideration for the acquisition of properties. Holders of the limited partnership units may redeem part or all of their limited partnership units for cash, or at the election of AMB, exchange their limited partnership units for shares of AMB's common stock on a one-for-one basis. The issuance of limited partnership units in connection with the acquisitions discussed above constituted private placements of securities which were exempt from the registration requirement of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. On August 31, 1999, AMB Property II, L.P. issued and sold 220,440 7.75% Series E Cumulative Redeemable Preferred Limited Partnership Units at a price of $50.00 per unit, for a gross price of approximately $11.0 million, to a limited liability company. The issuance and sale of the Series E Preferred Units constituted a private placement of securities which was exempt from the registration requirement of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. The Series E Preferred Units are exchangeable, at specified times and subject to certain conditions, on a one-for-one basis, for shares of AMB's Series E Preferred Stock. The Articles Supplementary establishing the rights and preferences of the holders of the Series E Preferred Stock were filed as Exhibit 3.1 to our Current Report on Form 8-K dated August 31, 1999. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 26 ITEM 5. OTHER INFORMATION BUSINESS RISKS Our operations involve various risks that could have adverse consequences to us. Such risks include, among others: GENERAL REAL ESTATE RISKS THERE ARE FACTORS OUTSIDE OF OUR CONTROL THAT AFFECT THE PERFORMANCE AND VALUE OF OUR PROPERTIES Real property investments are subject to varying degrees of risk. The yields available from equity investments in real estate depend on the amount of income earned and capital appreciation generated by the related properties as well as the expenses incurred in connection with the properties. If our properties do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, AMB's ability to pay distributions to holders of its common stock could be adversely affected. Income from, and the value of, our properties may be adversely affected by the general economic climate, local conditions such as oversupply of industrial space or a reduction in demand for industrial space, the attractiveness of our properties to potential tenants, competition from other properties, our ability to provide adequate maintenance and insurance and an increase in operating costs. In addition, revenues from properties and real estate values are also affected by factors such as the cost of compliance with regulations, the potential for liability under applicable laws (including changes in tax laws), interest rate levels and the availability of financing. Our income would be adversely affected if a significant number of tenants were unable to pay rent or if we were unable to rent our industrial space on favorable terms. Certain significant expenditures associated with an investment in real estate (such as mortgage payments, real estate taxes and maintenance costs) generally do not decline when circumstances cause a reduction in income from the property. WE MAY BE UNABLE TO RENEW LEASES OR RELET SPACE AS LEASES EXPIRE We are subject to the risks that leases may not be renewed, space may not be relet, or the terms of renewal or reletting (including the cost of required renovations) may be less favorable than current lease terms. Leases on a total of approximately 19.8% of the leased square footage of our properties as of September 30, 1999 will expire on or prior to December 31, 2000, with leases on 3.0% of the leased square footage of our properties as of September 30, 1999 expiring during the three months ending December 31, 1999. In addition, numerous properties compete with our properties in attracting tenants to lease space, particularly with respect to retail centers. The number of competitive commercial properties in a particular area could have a material adverse effect on our ability to lease space in our properties and on the rents that we are able to charge. Our financial condition, results of operations, cash flow and AMB's ability to pay distributions on, and the market price of, its common stock could be adversely affected if we are unable to promptly relet or renew the leases for all or a substantial portion of expiring leases, if the rental rates upon renewal or reletting is significantly lower than expected, or if our reserves for these purposes prove inadequate. REAL ESTATE INVESTMENTS ARE ILLIQUID Because real estate investments are relatively illiquid, our ability to vary our portfolio promptly in response to economic or other conditions is limited. The limitations in the Internal Revenue Code and related regulations on a real estate investment trust holding property for sale may affect our ability to sell properties without adversely affecting distributions to AMB's stockholders. The relative illiquidity of our holdings, Internal Revenue Code prohibitions and related regulations could impede our ability to respond to adverse changes in the performance of our investments and could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. 27 A SIGNIFICANT NUMBER OF OUR PROPERTIES ARE LOCATED IN CALIFORNIA Our properties located in California as of September 30, 1999 represented approximately 22.2% of the aggregate square footage of our properties as of September 30, 1999 and approximately 28.8% of our annualized base rent. Annualized base rent means the monthly contractual amount under existing leases at September 30, 1999, multiplied by 12. This amount excludes expense reimbursements and rental abatements. Our revenue from, and the value of, our properties located in California may be affected by a number of factors, including local real estate conditions (such as oversupply of or reduced demand for commercial properties) and the local economic climate. Business layoffs, downsizing, industry slowdowns, changing demographics and other factors may adversely impact the local economic climate. A downturn in either the California economy or in California real estate conditions could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. Certain of our properties are also subject to possible loss from seismic activity. On June 15, 1999 and August 4, 1999, we sold an aggregate of seven of our properties located in California to BPP Retail. In the event that the remaining transaction with BPP Retail is fully consummated and the divestiture of certain retail centers currently under contract is fully consummated, we will dispose of all but one of our retail centers located in California and, thereafter (based on property statistics as of September 30, 1999), 21.7% of our properties based on aggregate square footage and 27.2% of our properties based on annualized base rent will be located in California. OUR PROPERTIES ARE CURRENTLY CONCENTRATED IN THE INDUSTRIAL SECTOR Our properties are currently concentrated predominantly in the industrial real estate sector. Our concentration in a certain property type may expose us to the risk of economic downturns in this sector to a greater extent than if our portfolio also included other property types. As a result of such concentration, economic downturns in the industrial real estate sector could have an adverse effect on our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. SOME POTENTIAL LOSSES ARE NOT COVERED BY INSURANCE We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of our properties, with policy specifications and insured limits which we believe are adequate and appropriate under the circumstances given relative risk of loss, the cost of such coverage and industry practice. There are, however, certain losses that are not generally insured because it is not economically feasible to insure against them, including losses due to riots or acts of war. Certain losses such as losses due to floods or seismic activity may be insured subject to certain limitations including large deductibles or co-payments and policy limits. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could lose the capital we invested in the properties, as well as the anticipated future revenue from the properties and, in the case of debt which is with recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the properties. Moreover, as the general partner of the operating partnership, AMB will generally be liable for all of the operating partnership's unsatisfied obligations other than non-recourse obligations. Any such liability could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. A number of our properties are located in areas that are known to be subject to earthquake activity, including California where, as of September 30, 1999, 193 industrial buildings aggregating 14.1 million rentable square feet (representing 20.9% of our properties based on aggregate square footage and 24.6% based on annualized base rent) and four retail centers aggregating 0.9 million rentable square feet (representing 1.3% of our properties based on aggregate square footage and 4.2% based on annualized base rent) are located. In the event that the remaining transaction with BPP Retail is fully consummated and the divestiture of certain retail centers currently under contract is fully consummated, we will dispose of all but one of our retail centers located in California and, thereafter (based on property statistics as of September 30, 1999), 21.7% of our properties based on aggregate square footage and 27.2% of our properties based on annualized base rent will be located in California. We carry replacement cost earthquake insurance on all of our properties located 28 in areas historically subject to seismic activity, subject to coverage limitations and deductibles which we believe are commercially reasonable. This insurance coverage also applies to the properties managed by AMB Investment Management, Inc., with a single aggregate policy limit and deductible applicable to those properties and our properties. The operating partnership owns 100% of the non-voting preferred stock of AMB Investment Management, Inc. See "-- AMB Investment Management, Inc. and Headlands Realty Corporation." Through an annual analysis prepared by outside consultants, we evaluate our earthquake insurance coverage in light of current industry practice and determine the appropriate amount of earthquake insurance to carry. We may incur material losses in excess of insurance proceeds and we may not be able to continue to obtain insurance at commercially reasonable rates. WE ARE SUBJECT TO RISKS AND LIABILITIES IN CONNECTION WITH PROPERTIES OWNED THROUGH JOINT VENTURES, LIMITED LIABILITY COMPANIES AND PARTNERSHIPS As of September 30, 1999, we had ownership interests in 21 joint ventures, limited liability companies or partnerships with third parties, as well as an interest in one unconsolidated entity. As of September 30, 1999, we owned 27 of our properties through these entities. We may make additional investments through these ventures in the future and presently plan to do so with clients of AMB Investment Management, Inc. and certain Development Alliance Partners, who share certain approval rights over major decisions. Partnership, limited liability company or joint venture investments may involve risks such as the following: - our partners, co-members or joint venturers might become bankrupt (in which event we and any other remaining general partners, members or joint venturers would generally remain liable for the liabilities of the partnership, limited liability company or joint venture); - our partners, co-members or joint venturers might at any time have economic or other business interests or goals which are inconsistent with our business interests or goals; - our partners, co-members or joint venturers may be in a position to take action contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining AMB's qualification as a real estate investment trust; and - agreements governing joint ventures, limited liability companies and partnerships often contain restrictions on the transfer of a joint venturer's, member's or partner's interest or "buy-sell" or other provisions which may result in a purchase or sale of the interest at a disadvantageous time or on disadvantageous terms. We will, however, generally seek to maintain sufficient control of our partnerships, limited liability companies and joint ventures to permit us to achieve our business objectives. Our organizational documents do not limit the amount of available funds that we may invest in partnerships, limited liability companies or joint ventures. The occurrence of one or more of the events described above could have an adverse effect on our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. WE MAY BE UNABLE TO CONSUMMATE ACQUISITIONS ON ADVANTAGEOUS TERMS We intend to continue to acquire primarily industrial and, to a much lesser extent, certain value-added retail properties. Acquisitions of properties entail risks that investments will fail to perform in accordance with expectations. Estimates of the costs of improvements necessary for us to bring an acquired property up to market standards may prove inaccurate. In addition, there are general investment risks associated with any new real estate investment. Further, we anticipate significant competition for attractive investment opportunities from other major real estate investors with significant capital including both publicly traded real estate investment trusts and private institutional investment funds. We expect that future acquisitions will be financed through a combination of borrowings under our credit facility, proceeds from equity or debt offerings by AMB or the operating partnership (including issuances of limited partnership units), and proceeds from the transactions with BPP Retail, which could have an adverse effect on our cash flow. We may not be able to acquire additional properties. Our inability to finance any future acquisitions on favorable terms or the failure 29 of acquisitions to conform with our expectations or investment criteria, or our failure to timely reinvest the proceeds from the transactions with BPP Retail could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. WE MAY BE UNABLE TO COMPLETE RENOVATION AND DEVELOPMENT ON ADVANTAGEOUS TERMS The real estate development business, including the renovation and rehabilitation of existing properties, involves significant risks. These risks include the following: - we may not be able to obtain financing on favorable terms for development projects and we may not complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing such properties and generating cash flow; - we may not be able to obtain, or we may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations; - new or renovated properties may perform below anticipated levels, producing cash flow below budgeted amounts; - substantial renovation as well as new development activities, regardless of whether or not they are ultimately successful, typically require a substantial portion of management's time and attention which could divert management's time from our day-to-day operations; and - activities that we finance through construction loans involve the risk that, upon completion of construction, we may not be able to obtain permanent financing or we may not be able to obtain permanent financing on advantageous terms. These risks could have an adverse effect on our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. DEBT FINANCING WE COULD INCUR MORE DEBT We operate with a policy of incurring debt, either directly or through our subsidiaries, only if upon such incurrence our debt-to-total market capitalization ratio would be approximately 45% or less. The aggregate amount of indebtedness that we may incur under our policy varies directly with the valuation of AMB's capital stock and the number of shares of capital stock outstanding. Accordingly, we would be able to incur additional indebtedness under our policy as a result of increases in the market price per share of AMB's common stock or other outstanding classes of capital stock, and future issuance of shares of AMB's capital stock. In spite of this policy, our organizational documents do not contain any limitation on the amount of indebtedness that we may incur. Accordingly, AMB's board of directors could alter or eliminate this policy. If we change this policy, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. SCHEDULED DEBT PAYMENTS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION We are subject to risks normally associated with debt financing, including the risks that cash flow will be insufficient to make distributions to AMB's stockholders, that we will be unable to refinance existing indebtedness on our properties (which in all cases will not have been fully amortized at maturity) and that the terms of refinancing will not be as favorable as the terms of existing indebtedness. As of September 30, 1999, we had total debt outstanding of approximately $1.3 billion including: - approximately $737.9 million of secured indebtedness (not including unamortized debt premiums) with an average maturity of 5.9 years and a weighted average interest rate of 7.7%; 30 - approximately $80.0 million outstanding under the secured credit facility related to the Alliance Fund I, with a maturity date of December 1999 and a weighted average interest rate of 6.3%; - approximately $49.0 million outstanding under our unsecured $500 million credit facility with a maturity date of November 2000 and a weighted average interest rate of 6.6%; and - $400.0 million aggregate principal amount of unsecured senior debt securities with maturities in June 2008, 2015 and 2018 and a weighted average interest rate of 7.2%. With the proceeds from the first and second transactions with BPP Retail, we repaid approximately $55.5 million of secured indebtedness relating to the properties divested and made payments under our unsecured credit facility in the amount of approximately $210.0 million. We currently intend to use the proceeds from the third transaction with BPP Retail to partially repay amounts outstanding under our secured credit facility. AMB is a guarantor of the operating partnership's obligations with respect to the senior debt securities referenced above. If we are unable to refinance or extend principal payments due at maturity or pay them with proceeds of other capital transactions, we expect that our cash flow will not be sufficient in all years to pay distributions to AMB's stockholders and to repay all such maturing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing (such as the reluctance of lenders to make commercial real estate loans) result in higher interest rates upon refinancing, the interest expense relating to that refinanced indebtedness would increase. This increased interest expense would adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. In addition, if we mortgage one or more of our properties to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon or transferred to the mortgagee with a consequent loss of income and asset value. A foreclosure on one or more of our properties could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. RISING INTEREST RATES COULD ADVERSELY AFFECT OUR CASH FLOW As of September 30, 1999, we had $49.0 million outstanding under our unsecured credit facility. In addition, we may incur other variable rate indebtedness in the future. Increases in interest rates on this indebtedness could increase our interest expense, which would adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. Accordingly, we may in the future engage in transactions to limit our exposure to rising interest rates. WE ARE DEPENDENT ON EXTERNAL SOURCES OF CAPITAL In order to qualify as a real estate investment trust under the Internal Revenue Code, AMB is required each year to distribute to its stockholders at least 95% of its real estate investment trust taxable income (determined without regard to the dividends-paid deduction and by excluding any net capital gain). Because of this distribution requirement, we may not be able to fund all future capital needs, including capital needs in connection with acquisitions, from cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we may not be able to obtain on favorable terms or at all. Our access to third-party sources of capital depends upon a number of factors, including general market conditions and the market's perception of our growth potential and our current and potential future earnings and cash distributions and the market price of the shares of AMB's capital stock. Additional debt financing may substantially increase our leverage. WE COULD DEFAULT ON CROSS-COLLATERALIZED AND CROSS-DEFAULTED DEBT As of September 30, 1999, we had 16 non-recourse secured loans which are cross-collateralized by 18 properties. As of September 30, 1999, we had $215.7 million (not including unamortized debt premium) outstanding on these loans. If we default on any of these loans, we will be required to repay the aggregate of all indebtedness, together with applicable prepayment charges, to avoid foreclosure on all the cross-collateralized 31 properties within the applicable pool. Foreclosure on our properties, or our inability to refinance our loans on favorable terms, could adversely impact our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. In addition, our credit facilities and the senior debt securities of the operating partnership contain certain cross-default provisions which are triggered in the event that our other material indebtedness is in default. These cross-default provisions may require us to repay or restructure the credit facilities and the senior debt securities in addition to any mortgage or other debt which is in default, which could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. CONTINGENT OR UNKNOWN LIABILITIES COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION Our predecessors have been in existence for varying lengths of time up to 15 years. At the time of our formation we acquired the assets of these entities subject to all of their potential existing liabilities. There may be current liabilities or future liabilities arising from prior activities that we are not aware of and therefore are not disclosed in this report. We assumed these liabilities as the surviving entity in the various merger and contribution transactions that occurred at the time of our formation. Existing liabilities for indebtedness generally were taken into account in connection with the allocation of the operating partnership's limited partnership units and/or shares of AMB's common stock in the formation transactions, but no other liabilities were taken into account for these purposes. We do not have recourse against our predecessors or any of their respective stockholders or partners or against any individual account investors with respect to any unknown liabilities. Unknown liabilities might include the following: - liabilities for clean-up or remediation of undisclosed environmental conditions; - claims of tenants, vendors or other persons dealing with our predecessors prior to the formation transactions that had not been asserted prior to the formation transactions; - accrued but unpaid liabilities incurred in the ordinary course of business; - tax liabilities; and - claims for indemnification by the officers and directors of our predecessors and others indemnified by these entities. Certain tenants may claim that the formation transactions gave rise to a right to purchase the premises that they occupy. We do not believe any such claims would be material. See "-- Government Regulations -- We Could Encounter Costly Environmental Problems" below regarding the possibility of undisclosed environmental conditions potentially affecting the value of our properties. Undisclosed material liabilities in connection with the acquisition of properties, entities and interests in properties or entities could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. FAILURE TO CONSUMMATE THE REMAINING TRANSACTION WITH BPP RETAIL On March 9, 1999, the operating partnership signed three separate definitive agreements with BPP Retail, pursuant to which, if fully consummated, BPP Retail would have acquired up to 28 of our retail shopping centers, totaling approximately 5.1 million square feet, for an aggregate price of $663.4 million. The sale of three of the properties was subject to the consent of one of our joint venture partners, which did not consent to the sale of these properties. As a result, the price with respect to the 25 remaining properties, totaling approximately 4.3 million square feet, is approximately $560.3 million. We intend to dispose of the remaining three properties or our interests in the joint ventures through which we hold the properties. Pursuant to the agreements, BPP Retail will acquire the 25 centers in separate transactions. Under the agreements, the operating partnership has the right to extend the closing dates for a period of up to either 20 or 50 days. The operating partnership has exercised this right with respect to the first and second transactions, which occurred on June 15, 1999 and August 4, 1999, respectively. Pursuant to the closings of the first and second transactions, BPP Retail acquired 21 retail shopping centers, totaling approximately 3.5 million square 32 feet, for an aggregate price of approximately $453.2 million. We used the proceeds from the first and second transactions to repay secured debt related to the properties divested of approximately $55.5 million, to pay approximately $210.0 million in partial repayment of amounts outstanding under our unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. The divestitures resulted in an aggregate gain of approximately $33.1 million and an extraordinary loss of approximately $2.9 million, consisting of prepayment penalties with an offset for the write-off of debt premiums related to the indebtedness extinguished. We currently expect the third transaction to close on or about December 1, 1999. Although the remaining transaction with BPP Retail does not have a discretionary due diligence period, it is subject to certain customary closing conditions, which are generally applied on a property-by-property basis. Burnham Pacific has announced that it has received and is reviewing a merger proposal. We do not believe that the contractual obligations of BPP Retail with respect to the purchase of the retail centers will be affected by any resulting merger. BPP Retail has posted a deposit of $8.4 million on the remaining transaction. BPP Retail's liability in the event of its default under a definitive agreement is limited to its deposit. Although we believe that the remaining transaction with BPP Retail is probable, it might not close as scheduled or close at all, and it is possible that the transaction may close with respect to just a portion of the properties currently subject to the agreement. In the event that the remaining transaction fails to close, or its closing is significantly delayed, net proceeds from divestitures of properties will not be available to the same extent to fund our acquisitions and developments. Any failure or delay in such closing may also make us unable to repay certain of our indebtedness with the net proceeds as we currently intend and could require us to borrow additional funds or seek other forms of financing. We intend to use the proceeds of approximately $107.1 million from the divestiture of the remaining four retail centers to BPP Retail in the third transaction to partially repay amounts outstanding under our unsecured credit facility, to pay transaction expenses, for potential acquisitions and for general corporate purposes. In addition, the operating partnership entered into a definitive agreement, subject to a financing condition, with Burnham Pacific, pursuant to which, if fully consummated, Burnham Pacific would have acquired up to six additional retail centers, totaling approximately 1.5 million square feet, for approximately $284.4 million. On June 30, 1999, this agreement was terminated pursuant to its terms as a result of Burnham Pacific's decision not to waive the financing condition. We currently intend to dispose of five of these properties, either on an individual or portfolio basis, or our interest in the joint venture which holds one of the five properties. CONFLICTS OF INTEREST SOME OF OUR EXECUTIVE OFFICERS ARE INVOLVED IN OTHER REAL ESTATE ACTIVITIES AND INVESTMENTS Some of our executive officers own interests in real estate-related businesses and investments. These interests include minority ownership of Institutional Housing Partners, a residential housing finance company, and ownership of AMB Development, Inc. and AMB Development, L.P., developers which own property that we believe is not suitable for ownership by us. AMB Development, Inc. and AMB Development, L.P. have agreed not to initiate any new development projects following AMB's initial public offering in November 1997. These entities have also agreed that they will not make any further investments in industrial or retail properties other than those currently under development at the time of AMB's initial public offering. AMB Institutional Housing Partners, AMB Development, Inc. and AMB Development, L.P. continue to use the name "AMB" pursuant to royalty-free license arrangements. The continued involvement in other real estate-related activities by some of our executive officers and directors could divert management's attention from our day-to-day operations. Most of our executive officers have entered into non-competition agreements with us pursuant to which they have agreed not to engage in any activities, directly or indirectly, in respect of commercial real estate, and not to make any investment in respect of industrial or retail real estate, other than through ownership of not more than 5% of the outstanding shares of a public company engaged in such activities or through the existing investments referred to in this report. State law may limit our ability to enforce these agreements. 33 We could also, in the future, subject to the unanimous approval of the disinterested members of the board of directors with respect to such transaction, acquire property from executive officers, enter into leases with executive officers, and/or engage in other related activities in which the interests pursued by the executive officers may not be in the best interests of AMB's stockholders. CERTAIN OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WITH US IN CONNECTION WITH OTHER PROPERTIES THAT THEY OWN OR CONTROL As of September 30, 1999, AMB Development, L.P. owns interests in 11 retail development projects in the U.S., 10 of which consist of a single free-standing Walgreens drugstore and one of which consists of a free-standing Walgreens drugstore, a ground lease to McDonald's and a 14,000 square foot retail center. In addition, Messrs. Abbey, Moghadam and Burke, each a founder and director, own less than 1% interests in two partnerships which own office buildings in various markets; these interests have negligible value. Luis A. Belmonte, an executive officer, owns less than a 10% interest, representing an estimated value of $75,000, in a limited partnership which owns an office building located in Oakland, California. In addition, several of our executive officers individually own: - less than 1% interests in the stocks of certain publicly-traded real estate investment trusts; - certain interests in and rights to developed and undeveloped real property located outside the United States; - certain passive interests, that we do not believe are material, in real estate businesses in which such persons were previously employed; and - certain other de minimis holdings in equity securities of real estate companies. Thomas W. Tusher, a member of AMB's board of directors, is a limited partner in a partnership in which Messrs. Abbey, Moghadam and Burke are general partners and which owns a 75% interest in an office building. Mr. Tusher owns a 20% interest in the partnership, valued as of September 30, 1999 at approximately $1.2 million. Messrs. Abbey, Moghadam and Burke each have an approximately 26.7% interest in the partnership, each valued as of September 30, 1999 at approximately $1.6 million. We believe that the properties and activities set forth above generally do not directly compete with any of our properties. However, it is possible that a property in which an executive officer or director, or an affiliate of an executive officer or director, has an interest may compete with us in the future if we were to invest in a property similar in type and in close proximity to that property. In addition, the continued involvement by our executive officers and directors in these properties could divert management's attention from our day-to-day operations. Our policy prohibits us from acquiring any properties from our executive officers or their affiliates without the approval of the disinterested members of AMB's board of directors with respect to that transaction. AMB'S ROLE AS GENERAL PARTNER OF THE OPERATING PARTNERSHIP MAY CONFLICT WITH THE INTERESTS OF STOCKHOLDERS As the general partner of the operating partnership, AMB has fiduciary obligations to the operating partnership's limited partners, the discharge of which may conflict with the interests of AMB's stockholders. In addition, those persons holding limited partnership units will have the right to vote as a class on certain amendments to the partnership agreement of the operating partnership and individually to approve certain amendments that would adversely affect their rights. The limited partners may exercise these voting rights in a manner that conflicts with the interests of AMB's stockholders. In addition, under the terms of the operating partnership's partnership agreement, holders of limited partnership units will have certain approval rights with respect to certain transactions that affect all stockholders but which they may not exercise in a manner which reflects the interests of all stockholders. 34 AMB'S DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT STOCKHOLDERS COULD ACT IN A MANNER THAT IS NOT IN THE BEST INTEREST OF ALL STOCKHOLDERS As of November 1, 1999, AMB's three largest stockholders, Cohen & Steers Capital Management, Inc. (with respect to various client accounts for which Cohen & Steers Capital Management, Inc. serves as investment advisor), Southern Company Services, Inc. and Capital Research and Management Company (with respect to various client accounts for which Capital Research and Management Company serves as investment advisor) beneficially owned approximately 19.7% of AMB's outstanding common stock. In addition, our executive officers and directors beneficially owned approximately 5.5% of AMB's outstanding common stock as of November 1, 1999, and will have influence on our management and operation and, as stockholders, will have influence on the outcome of any matters submitted to a vote of AMB's stockholders. This influence might be exercised in a manner that is inconsistent with the interests of other stockholders. Although there is no understanding or arrangement for these directors, officers and stockholders and their affiliates to act in concert, these parties would be in a position to exercise significant influence over our affairs if they choose to do so. WE COULD SUFFER LOSSES IF WE FAIL TO ENFORCE THE TERMS OF CERTAIN AGREEMENTS As holders of shares of AMB's common stock and, potentially, performance units, certain of AMB's directors and officers could have a conflict of interest with respect to their obligations as directors and officers to vigorously enforce the terms of certain of the agreements relating to our formation transactions. The potential failure to enforce the material terms of those agreements could result in a monetary loss to us, which loss could have a material adverse effect on our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. OWNERSHIP OF COMMON STOCK LIMITATIONS IN AMB'S CHARTER AND BYLAWS COULD PREVENT A CHANGE IN CONTROL Certain provisions of AMB's charter and bylaws may delay, defer or prevent a change in control or other transaction that could provide the holders of AMB's common stock with the opportunity to realize a premium over the then-prevailing market price for the common stock. To maintain AMB's qualification as a real estate investment trust for federal income tax purposes, not more than 50% in value of AMB's outstanding stock may be owned, actually or constructively, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) during the last half of a taxable year after the first taxable year for which a real estate investment trust election is made. Furthermore, after the first taxable year for which a real estate investment trust election is made, AMB's common stock must be held by a minimum of 100 persons for at least 335 days of a 12-month taxable year (or a proportionate part of a short tax year). In addition, if AMB, or an owner of 10% or more of AMB's stock, actually or constructively owns 10% or more of one of AMB's tenants (or a tenant of any partnership in which AMB is a partner), the rent received by AMB (either directly or through any such partnership) from that tenant will not be qualifying income for purposes of the real estate investment trust gross income tests of the Internal Revenue Code. To facilitate maintenance of AMB's qualification as a real estate investment trust for federal income tax purposes, AMB will prohibit the ownership, actually or by virtue of the constructive ownership provisions of the Internal Revenue Code, by any single person of more than 9.8% (by value or number of shares, whichever is more restrictive) of the issued and outstanding shares of AMB's common stock and more than 9.8% (by value or number of shares, whichever is more restrictive) of the issued and outstanding shares of AMB's Series A Preferred Stock, and AMB will also prohibit the ownership, actually or constructively, of any shares of AMB's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock by any single person so that no such person, taking into account all of AMB's stock so owned by such person, may own in excess of 9.8% of AMB's issued and outstanding capital stock. We refer to this limitation as the "ownership limit." Shares acquired or held in violation of the ownership limit will be transferred to a trust for the benefit of a designated charitable beneficiary. Any person who acquires shares in violation of the ownership limit will not be entitled to any distributions on the shares or be entitled to vote the shares or receive any proceeds from the subsequent sale of the shares in excess of the lesser of the price paid for the shares or the amount realized from the sale. A 35 transfer of shares in violation of the above limits may be void under certain circumstances. The ownership limit may have the effect of delaying, deferring or preventing a change in control and, therefore, could adversely affect AMB's stockholders' ability to realize a premium over the then-prevailing market price for the shares of AMB's common stock in connection with such transaction. The board of directors has waived the ownership limit applicable to AMB's common stock with respect to Ameritech Pension Trust, allowing it to own up to 14.9% of AMB's common stock and, under some circumstances, allowing it to own up to 19.6%. However, AMB conditioned this waiver upon the receipt of undertakings and representations from Ameritech Pension Trust which AMB believed were reasonably necessary in order to conclude that the waiver would not cause AMB to fail to qualify as a real estate investment trust. AMB's charter authorizes AMB to issue additional shares of common stock and Series A Preferred Stock and to issue Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and one or more other series or classes of preferred stock and to establish the preferences, rights and other terms of any series or class of preferred stock that AMB issues. Although AMB's board of directors has no intention to do so at the present time, it could establish a series or class of preferred stock that could delay, defer or prevent a transaction or a change in control that might involve a premium price for the common stock or otherwise be in the best interests of AMB's stockholders. AMB's charter and bylaws and Maryland law also contain other provisions that may delay, defer or prevent a transaction, including a change in control, that might involve payment of a premium price for the common stock or otherwise be in the best interests of AMB's stockholders. Those provisions include the following: - the provision in the charter that directors may be removed only for cause and only upon a two-thirds vote of stockholders, together with bylaw provisions authorizing the board of directors to fill vacant directorships; - the provision in the charter requiring a two-thirds vote of stockholders for any amendment of the charter; - the requirement in the bylaws that the request of the holders of 50% or more of AMB's common stock is necessary for stockholders to call a special meeting; - the requirement of Maryland law that stockholders may only take action by written consent with the unanimous approval of all stockholders entitled to vote on the matter in question; and - the requirement in the bylaws of advance notice by stockholders for the nomination of directors or proposal of business to be considered at a meeting of stockholders. These provisions may impede various actions by stockholders without approval of AMB's board of directors, which in turn may delay, defer or prevent a transaction involving a change of control. WE COULD CHANGE OUR INVESTMENT AND FINANCING POLICIES WITHOUT A VOTE OF STOCKHOLDERS Subject to our current investment policy to maintain AMB's qualification as a real estate investment trust (unless a change is approved by AMB's board of directors under certain circumstances), AMB's board of directors will determine our investment and financing policies, our growth strategy and our debt, capitalization, distribution and operating policies. Although the board of directors has no present intention to revise or amend these strategies and policies, the board of directors may do so at any time without a vote of stockholders. Accordingly, stockholders will have no control over changes in our strategies and policies (other than through the election of directors), and any such changes may not serve the interests of all stockholders and could adversely affect our financial condition or results of operations, including our ability to distribute cash to stockholders. IF WE ISSUE ADDITIONAL SECURITIES, THE INVESTMENT OF EXISTING STOCKHOLDERS WILL BE DILUTED We have authority to issue shares of common stock or other equity or debt securities in exchange for property or otherwise. Similarly, we may cause the operating partnership to issue additional limited 36 partnership units in exchange for property or otherwise. Existing stockholders will have no preemptive right to acquire any additional securities issued by us or the operating partnership and any issuance of additional equity securities could result in dilution of an existing stockholder's investment. THE LARGE NUMBER OF SHARES AVAILABLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE MARKET PRICE OF AMB'S COMMON STOCK We cannot predict the effect, if any, that future sales of shares of AMB's common stock, or the availability of shares of AMB's common stock for future sale, will have on its market price. Sales of a substantial number of shares of AMB's common stock in the public market (or upon exchange of limited partnership units in the operating partnership) or the perception that such sales (or exchanges) might occur could adversely affect the market price of AMB's common stock. All shares of common stock issuable upon the redemption of limited partnership units in the operating partnership will be deemed to be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be transferred unless registered under the Securities Act or an exemption from registration is available, including any exemption from registration provided under Rule 144. In general, upon satisfaction of certain conditions, Rule 144 permits the holder to sell certain amounts of restricted securities one year following the date of acquisition of the restricted securities from us and, after two years, permits unlimited sales by persons unaffiliated with us. On November 26, 1998, 74,710,153 shares of common stock issued in our formation transactions became eligible for sale pursuant to Rule 144, subject to the volume limitations and other conditions imposed by Rule 144. Commencing generally on the first anniversary of the date of acquisition of common limited partnership units (or such other date agreed to by the operating partnership and the holders of the units), the operating partnership may redeem common limited partnership units at the request of the holders for cash (based on the fair market value of an equivalent number of shares of common stock at the time of redemption) or, at AMB's option, exchange the common limited partnership units for an equal number of shares of common stock of AMB, subject to certain antidilution adjustments. The operating partnership has issued an outstanding 4,532,584 common limited partnership units to date. As of September 30, 1999, AMB has reserved 8,776,280 shares of common stock for issuance under its Stock Option and Incentive Plan (not including shares that AMB has already issued) and, as of September 30, 1999, has granted to certain directors, officers and employees options to purchase 4,576,249 shares of common stock (not including forfeitures and 25,000 shares that AMB has issued pursuant to the exercise of options). To date, AMB has granted 148,720 restricted shares of common stock, 1,633 of which have been forfeited. In addition, AMB may issue additional shares of common stock and the operating partnership may issue additional limited partnership units in connection with the acquisition of properties. In connection with the issuance of common limited partnership units to other transferors of properties, and in connection with the issuance of any performance units, AMB has agreed to file registration statements covering the issuance of shares of common stock upon the exchange of the common limited partnership units. AMB has also filed a registration statement with respect to the shares of common stock issuable under its Stock Option and Incentive Plan. These registration statements and registration rights generally allow shares of common stock covered thereby, including shares of common stock issuable upon exchange of limited partnership units, including performance units, or the exercise of options or restricted shares of common stock, to be transferred or resold without restriction under the Securities Act. AMB may also agree to provide registration rights to any other person who may become an owner of the operating partnership's limited partnership units. Future sales of the shares of common stock described above could adversely affect the market price of AMB's common stock. The existence of the operating partnership's limited partnership units, options and shares of common stock reserved for issuance upon exchange of limited partnership units, and the exercise of options and registration rights referred to above, also may adversely affect the terms upon which we are able to obtain additional capital through the sale of equity securities. 37 VARIOUS MARKET CONDITIONS AFFECT THE PRICE OF AMB'S COMMON STOCK As with other publicly-traded equity securities, the market price of AMB's common stock will depend upon various market conditions, which may change from time to time. Among the market conditions that may affect the market price of AMB's common stock are the following: - the extent of investor interest in us; - the general reputation of real estate investment trusts and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies); - our financial performance; and - general stock and bond market conditions, including changes in interest rates on fixed income securities which may lead prospective purchasers of AMB's common stock to demand a higher annual yield from future distributions. Such an increase in the required yield from distributions may adversely affect the market price of AMB's common stock. Other factors such as governmental regulatory action and changes in tax laws could also have a significant impact on the future market price of AMB's common stock. EARNINGS AND CASH DISTRIBUTIONS, ASSET VALUE AND MARKET INTEREST RATES AFFECT THE PRICE OF AMB'S COMMON STOCK The market value of the equity securities of a real estate investment trust generally is based primarily upon the market's perception of the real estate investment trust's growth potential and its current and potential future earnings and cash distributions, and is based secondarily upon the real estate market value of the underlying assets. For that reason, shares of AMB's common stock may trade at prices that are higher or lower than the net asset value per share. To the extent AMB retains operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of AMB's common stock. AMB's failure to meet the market's expectation with regard to future earnings and cash distributions likely would adversely affect the market price of AMB's common stock. Another factor that may influence the price of AMB's common stock will be the distribution yield on the common stock (as a percentage of the price of the common stock) relative to market interest rates. An increase in market interest rates might lead prospective purchasers of AMB's common stock to expect a higher distribution yield, which would adversely affect the market price of the common stock. If the market price of AMB's common stock declines significantly, we might breach certain covenants with respect to debt obligations, which might adversely affect our liquidity and ability to make future acquisitions and AMB's ability to pay distributions to its stockholders. WE COULD INVEST IN REAL ESTATE MORTGAGES We may invest in mortgages, and may do so as a strategy for ultimately acquiring the underlying property. In general, investments in mortgages include the risks that borrowers may not be able to make debt service payments or pay principal when due, that the value of the mortgaged property may be less than the principal amount of the mortgage note secured by the property and that interest rates payable on the mortgages may be lower than our cost of funds to acquire these mortgages. In any of these events, our FFO and AMB's ability to make distributions on, and the market price of, its common stock could be adversely affected. FFO means income (loss) from operations before disposal of real estate properties, minority interests and extraordinary items plus depreciation and amortization, excluding depreciation of furniture, fixtures and equipment less funds from operations attributable to minority interests in consolidated joint ventures which are not convertible into shares of common stock. 38 GOVERNMENT REGULATIONS Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently. COSTS OF COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT Under the Americans with Disabilities Act, places of public accommodation must meet certain federal requirements related to access and use by disabled persons. Compliance with the Americans with Disabilities Act might require us to remove structural barriers to handicapped access in certain public areas where such removal is "readily achievable." If we fail to comply with the Americans with Disabilities Act, we might be required to pay fines to the government or damages to private litigants. The impact of application of the Americans with Disabilities Act to our properties, including the extent and timing of required renovations, is uncertain. If we are required to make unanticipated expenditures to comply with the Americans with Disabilities Act, our cash flow and the amounts available for distributions to AMB's stockholders may be adversely affected. WE COULD ENCOUNTER COSTLY ENVIRONMENTAL PROBLEMS Federal, state and local laws and regulations relating to the protection of the environment impose liability on a current or previous owner or operator of real estate for contamination resulting from the presence or discharge of hazardous or toxic substances or petroleum products at the property. A current or previous owner may be required to investigate and clean up contamination at or migrating from a site. These laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, property damage and/or other costs, including investigation and clean-up costs, resulting from environmental contamination present at or emanating from that site. Environmental laws also govern the presence, maintenance and removal of asbestos. These laws require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement in the event that asbestos is disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Some of our properties may contain asbestos-containing building materials. Some of our properties are leased or have been leased, in part, to owners and operators of dry cleaners that operate on-site dry cleaning plants, to owners and operators of gas stations or to owners or operators of other businesses that use, store or otherwise handle petroleum products or other hazardous or toxic substances. Some of these properties contain, or may have contained, underground storage tanks for the storage of petroleum products and other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. Some of our properties are adjacent to or near other properties that have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties are on, or are adjacent to or near other properties upon which others, including former owners or tenants of the properties, have engaged or may in the future engage in activities that may release petroleum products or other hazardous or toxic substances. From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities associated with these conditions are quantifiable and the acquisition will yield a superior risk-adjusted return. In connection with certain of the properties under contract for disposition to BPP Retail, we have agreed to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties following the applicable closing dates of the transactions. 39 All of our properties were subject to a Phase I or similar environmental assessments by independent environmental consultants at the time of acquisition or shortly after acquisition. Phase I assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. Phase I assessments generally include an historical review, a public records review, an investigation of the surveyed site and surrounding properties, and preparation and issuance of a written report, but do not include soil sampling or subsurface investigations and typically do not include an asbestos survey. We may perform additional Phase II testing if recommended by the independent environmental consultant. Phase II testing may include the collection and laboratory analysis of soil and groundwater samples, completion of surveys for asbestos-containing building materials, and any other testing that the consultant considers prudent in order to test for the presence of hazardous materials. Some of the environmental assessments of our properties do not contain a comprehensive review of the past uses of the properties and/or the surrounding properties. We have formed a limited liability company with AIG to acquire, develop, manage and operate environmentally impaired properties in target markets nationwide. The operating partnership is the managing member of this venture. Each of AIG and the operating partnership has committed $50 million to this venture. This venture currently intends to invest primarily in industrial properties located near major airports, ports and in-fill areas with known and quantifiable environmental issues, as well as, to a more limited extent, well-located, value-added retail properties. Environmental issues for each property are evaluated and quantified prior to acquisition. Phase I environmental assessments are performed on the property; Phase II testing is completed, if necessary, to supplement existing environmental data on the property; and detailed remedial cost estimates are prepared by independent third party engineers. AMB's and AIG's risk management teams then review the various environmental reports and determine whether the property is appropriate for acquisition. The costs of environmental investigation, clean-up and monitoring are underwritten into the cost of the acquisition and appropriate environmental insurance is obtained for the property. None of the environmental assessments of our properties has revealed any environmental liability that we believe would have a material adverse effect on our financial condition or results of operations taken as a whole, and we are not aware of any such material environmental liability. Nonetheless, it is possible that the assessments do not reveal all environmental liabilities and that there are material environmental liabilities of which we are unaware or that known environmental conditions may give rise to liabilities that are materially greater than anticipated. Moreover, future laws, ordinances or regulations may impose material environmental liability and the current environmental condition of our properties may be affected by tenants, by the condition of land, by operations in the vicinity of the properties (such as releases from underground storage tanks), or by third parties unrelated to us. If the costs of compliance with environmental laws and regulations now existing or adopted in the future exceed our budgets for these items, our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock could be adversely affected. OUR FINANCIAL CONDITION COULD BE ADVERSELY AFFECTED IF WE FAIL TO COMPLY WITH OTHER REGULATIONS Our properties are also subject to various federal, state and local regulatory requirements such as state and local fire and life safety requirements. If we fail to comply with these requirements, we might incur fines by governmental authorities or be required to pay awards of damages to private litigants. We believe that our properties are currently in substantial compliance with all such regulatory requirements. However, these requirements may change or new requirements may be imposed which could require significant unanticipated expenditures by us. Any such unanticipated expenditures could have an adverse effect on our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. 40 FEDERAL INCOME TAX RISKS AMB'S FAILURE TO QUALIFY AS A REAL ESTATE INVESTMENT TRUST WOULD HAVE SERIOUS ADVERSE CONSEQUENCES TO STOCKHOLDERS AMB elected to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ended December 31, 1997. AMB currently intends to operate so as to qualify as a real estate investment trust under the Internal Revenue Code and believes that its current organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code to enable it to continue to qualify as a real estate investment trust. However, it is possible that AMB has been organized or has operated in a manner which would not allow it to qualify as a real estate investment trust, or that AMB's future operations could cause it to fail to qualify. Qualification as a real estate investment trust requires AMB to satisfy numerous requirements (some on an annual and quarterly basis) established under highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations, and involves the determination of various factual matters and circumstances not entirely within AMB's control. For example, in order to qualify as a real estate investment trust, at least 95% of AMB's gross income in any year must be derived from qualifying sources, AMB must pay dividends to stockholders aggregating annually at least 95% of its real estate investment trust taxable income (determined without regard to the dividends paid deduction and by excluding capital gains) and AMB must satisfy specified asset tests on a quarterly basis. These provisions and the applicable treasury regulations are more complicated in our case because AMB holds its assets in partnership form. Legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as a real estate investment trust or the federal income tax consequences of such qualification. However, AMB is not aware of any pending tax legislation that would adversely affect its ability to operate as a real estate investment trust. In connection with recent property acquisitions, we acquired partnership interests and may have inadvertently acquired the voting securities of shell corporations in violation of the 10% asset test at March 31, 1999. However, while no assurance can be given, based on the advice of counsel in the relevant jurisdiction and other factors, we do not believe that we have in fact violated this test or that we would lose our status as a real estate investment trust as a result of this matter. If the value of our investments in early-stage companies (as discussed below), either individually or in the aggregate, appreciate significantly, it may adversely affect our ability to continue to qualify as a real estate investment trust, unless we are able to restructure or dispose of our holdings on a timely basis. If AMB fails to qualify as a real estate investment trust in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. Unless AMB is entitled to relief under certain statutory provisions, it would be disqualified from treatment as a real estate investment trust for the four taxable years following the year during which it lost qualification. If AMB loses its real estate investment trust status, its net earnings available for investment or distribution to stockholders would be significantly reduced for each of the years involved. In addition, AMB would no longer be required to make distributions to stockholders. WE MAY INVEST IN HIGHLY SPECULATIVE EARLY-STAGE COMPANIES IN WHICH WE MAY LOSE OUR ENTIRE INVESTMENT OR WHICH MAY JEOPARDIZE OUR STATUS AS A REAL ESTATE INVESTMENT TRUST From time to time, we may invest in early-stage companies that we believe will enhance our understanding of changes occurring in the movement of goods, which may, in turn, sharpen our real estate investment focus, create real estate provider relationships with growth companies and provide the potential for significant returns on invested capital. We currently expect that each of these investments will generally be in the amount of $5.0 million or less. As a result, we believe that the amounts of our investments in early-stage companies are immaterial, both individually and in the aggregate. However, these investments are highly speculative and it is possible that we may lose our entire investment in an early-stage company. We believe that our investments in these companies have been structured so that we currently qualify as a real estate investment trust under the Internal Revenue Code. However, if the value of these investments, either individually or in the aggregate, appreciate significantly, it may adversely affect our ability to continue to qualify as a real estate investment trust, unless we are able to restructure or dispose of our holdings on a timely 41 basis. To date, we have invested approximately $6.0 million in early-stage companies. One of these investments, in an initial amount of $5.0 million, has appreciated to a current market value in excess of $50.0 million, if it was freely tradable. See "-- AMB's Failure to Qualify as a Real Estate Investment Trust Would Have Serious Adverse Consequences to Stockholders." AMB PAYS SOME TAXES Even if AMB qualifies as a real estate investment trust, it will be subject to certain federal, state and local taxes on its income and property. In addition, the net taxable income, if any, from the activities conducted through AMB Investment Management, Inc. and Headlands Realty Corporation (which we discuss below under "-- AMB Investment Management, Inc. and Headlands Realty Corporation") will be subject to federal and state income tax. CERTAIN PROPERTY TRANSFERS MAY GENERATE PROHIBITED TRANSACTION INCOME From time to time, we may transfer or otherwise dispose of some of our properties. Under the Internal Revenue Code, any gain resulting from transfers of properties that are held as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction that is subject to a 100% penalty tax. Since we acquire properties for investment purposes, we believe that any transfer or disposal of property by us would not be deemed by the Internal Revenue Service to be a prohibited transaction with any resulting gain allocable to AMB being subject to a 100% penalty tax. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction and the Internal Revenue Service may contend that certain transfers or disposals of properties by us (including possibly some or all of the properties that have been sold to, or are subject to the agreements with, BPP Retail) are prohibited transactions. While we believe that the Internal Revenue Service would not prevail in any such dispute, any adverse finding by the Internal Revenue Service that a transfer or disposition of property constituted a prohibited transaction would subject AMB to a 100% penalty tax on any gain allocable to AMB from the prohibited transaction. In addition, any income from a prohibited transaction may adversely affect AMB's ability to satisfy the income tests for qualifications as a real estate investment trust for federal income tax purposes. WE ARE DEPENDENT ON OUR KEY PERSONNEL We depend on the efforts of AMB's executive officers. While we believe that we could find suitable replacements for these key personnel, the loss of their services or the limitation of their availability could adversely affect our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. We do not have employment agreements with any of our executive officers. WE MAY BE UNABLE TO MANAGE OUR GROWTH Our business has grown rapidly and continues to grow through property acquisitions. If we fail to effectively manage our growth, our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock could be adversely affected. AMB INVESTMENT MANAGEMENT, INC. AND HEADLANDS REALTY CORPORATION WE DO NOT CONTROL THE ACTIVITIES OF AMB INVESTMENT MANAGEMENT, INC. AND HEADLANDS REALTY CORPORATION The operating partnership owns 100% of the non-voting preferred stock of AMB Investment Management, Inc. and Headlands Realty Corporation (representing approximately 95% of the economic interest in each entity). Certain of AMB's current and former executive officers and an officer of AMB Investment Management, Inc. own all of the outstanding voting common stock of AMB Investment Management, Inc. (representing approximately 5% of the economic interest in AMB Investment Management, Inc.). Certain of AMB's executive officers and a director of Headlands Realty Corporation own all of the outstanding voting 42 common stock of Headlands Realty Corporation (representing approximately 5% of the economic interest in Headlands Realty Corporation). The ownership structure of AMB Investment Management, Inc. and Headlands Realty Corporation permits us to share in the income of those corporations while allowing AMB to maintain its status as a real estate investment trust. We receive substantially all of the economic benefit of the businesses carried on by AMB Investment Management, Inc. and Headlands Realty Corporation through the operating partnership's right to receive dividends. However, we are not able to elect the directors or officers of AMB Investment Management, Inc. and Headlands Realty Corporation and, as a result, we do not have the ability to influence their operation or to require that their boards of directors declare and pay cash dividends on the non-voting stock of AMB Investment Management, Inc. and Headlands Realty Corporation held by the operating partnership. The boards of directors and management of AMB Investment Management, Inc. and Headlands Realty Corporation might implement business policies or decisions that would not have been implemented by persons controlled by us and that may be adverse to the interests of AMB's stockholders or that may adversely impact our financial condition, results of operations and cash flow and AMB's ability to pay distributions on, and the market price of, its common stock. In addition, AMB Investment Management, Inc. and Headlands Realty Corporation are subject to tax on their income, reducing their cash available for distribution to the operating partnership. AMB INVESTMENT MANAGEMENT, INC. MAY NOT BE ABLE TO GENERATE SUFFICIENT FEES Fees earned by AMB Investment Management, Inc. depend on various factors affecting the ability to attract and retain investment management clients and the overall returns achieved on managed assets. These factors are beyond our control. AMB Investment Management, Inc.'s failure to attract investment management clients or achieve sufficient overall returns on managed assets could reduce its ability to make distributions on the stock owned by the operating partnership and could also limit co-investment opportunities to the operating partnership. This would limit the operating partnership's ability to generate rental revenues from such co-investments and use the co-investment program as a source to finance property acquisitions and leverage acquisition opportunities. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits:
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series E Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.1 Registration Rights Agreement, dated August 31, 1999 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.2 Fifth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P., dated August 31, 1999 (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.3 Credit Agreement, dated as of September 27, 1999, by and among AMB Institutional Alliance Fund I, L.P., AMB Institutional Alliance REIT I, Inc., the Lenders and Issuing Bank party thereto, BT Realty Resources, Inc. and The Chase Manhattan Bank. 27.1 Financial Data Schedule -- AMB Property Corporation.
(b) Reports on Form 8-K: - AMB filed a Current Report on From 8-K on July 1, 1999, regarding the termination of the transaction with Burnham Pacific Properties and containing updated pro forma financial statements as of and at March 31, 1999, relating to the transactions with BPP Retail, LLC. 43 - AMB filed a Current Report on Form 8-K on August 19, 1999, regarding the closing of the second transaction with BPP Retail, LLC. - AMB filed a Current Report on Form 8-K on September 14, 1999, regarding the issuance and sale of 220,440 7.75% Series E Cumulative Redeemable Preferred Limited Partnership Units by AMB Property II, L.P. in a private placement transaction. - AMB filed a Current Report on Form 8-K on October 15, 1999, regarding the acquisition of certain properties during 1999. 44 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMB PROPERTY CORPORATION Registrant Date: November 12, 1999 By: /s/ MICHAEL A. COKE ------------------------------------ Michael A. Coke Chief Financial Officer and Senior Vice President (Duly Authorized Officer and Principal Financial and Accounting Officer) 45 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Articles Supplementary establishing and fixing the rights and preferences of the 7.75% Series E Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.1 Registration Rights Agreement, dated August 31, 1999 (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.2 Fifth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P., dated August 31, 1999 (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on September 14, 1999). 10.3 Credit Agreement, dated as of September 27, 1999, by and among AMB Institutional Alliance Fund I, L.P., AMB Institutional Alliance REIT I, Inc., the Lenders and Issuing Bank party thereto, BT Realty Resources, Inc. and The Chase Manhattan Bank. 27.1 Financial Data Schedule -- AMB Property Corporation.