U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 23, 2007
AMB PROPERTY CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland | | 001-13545 | | 94-3281941 |
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(State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. employer identification number) |
Pier 1, Bay 1, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
415-394-9000
(Registrants’ telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 23, 2007, we issued a press release entitled “AMB Property Corporation Announces Fourth Quarter and Full Year 2006 Results,” which sets forth disclosure regarding our results of operations for the fourth quarter of 2006 and full year 2006. A copy of the press release is attached hereto as Exhibit 99.1. This section and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.
ITEM 8.01 OTHER EVENTS.
On January 23, 2007, we reported results for the fourth quarter and full year 2006.
Funds from operations per fully diluted share and unit was $1.01 for the fourth quarter of 2006, as compared to $1.15 for the same quarter in 2005. Funds from operations per fully diluted share and unit for the full year ended December 31, 2006 increased 13.5% to $3.12 from $2.75 for 2005. Funds from operations per fully diluted share and unit in the fourth quarter included better than expected results from core operations and higher incentive fees, partially offset by $0.05 of charges related to executive departures. Excluding the $0.05 charge, funds from operations per fully diluted share and unit for the fourth quarter of 2006 would have been $1.06.
Net income available to common stockholders per fully diluted share was $0.91 for the fourth quarter of 2006, as compared to $1.56 for the same quarter in 2005. Net income available to common stockholders per fully diluted share for the full year ended December 31, 2006 was $2.30, as compared to $2.85 for 2005. The decreases for the quarter and full year were due primarily to lower levels of gains on dispositions of operating properties.
Operating Results
Our operating portfolio occupancy was 96.1% at December 31, 2006. Cash-basis same store net operating income in the fourth quarter of 2006 increased 1.3% over the same period in 2005, driven primarily by occupancy gains and rising rents, partially offset by lower lease termination fees. Excluding lease termination fees, cash-basis same store net operating income during the quarter increased 3.0%. For the full year 2006, cash-basis same store net operating income increased 2.6%. Excluding lease termination fees, cash-basis same store net operating income for the full year 2006 increased 3.2%. In the fourth quarter, rents on lease renewals and rollovers in our operating portfolio increased 4.1%, as compared to an increase in the prior quarter and a decline in the fourth quarter of 2005.
Investment Activity
New development and renovation starts in the quarter totaled approximately 2.7 million square feet in 11 projects in North America, Europe and Asia, with an estimated total investment of $309.7 million. At year end, our industrial development and renovation pipeline consisted of 45 projects totaling approximately 13.7 million square feet globally with an estimated total investment of $1.3 billion.
Our development business includes contributions of stabilized properties to affiliated private capital funds or sale of projects to third parties. During the fourth quarter, we contributed two properties totaling 1.2 million square feet to our AMB Japan Fund I: AMB Amagasaki Distribution Center 1, a 965,155 square foot, multi-story distribution facility in Osaka, and AMB Kashiwa Distribution Center, a 221,160 square foot, build-to-suit facility in Tokyo. We also contributed during the quarter a 262,770 square foot distribution facility in Mexico City, to our AMB—SGP Mexico Fund, and three industrial properties in Chicago, Miami and New Jersey, comprising approximately
554,280 square feet, to our AMB Institutional Alliance Fund III.
Also during the quarter, we contributed a land parcel to our newly formed AMB DFS Fund I, the previously announced joint venture with GE Real Estate. We also sold two development properties and several land parcels to third parties.
During the quarter, we acquired 3.9 million square feet of industrial distribution space in 37 buildings at a total acquisition cost of approximately $318.5 million. Acquisitions for the full year 2006 totaled approximately 9.8 million square feet of industrial space in 106 buildings, at a total acquisition cost of approximately $834.2 million, further expanding the our presence in several target markets in North America and Europe.
During the year, our capital deployment topped $1.7 billion of acquisitions and development starts, up from $1.1 billion in 2005. At quarter end, our land bank can support an estimated 30.5 million square feet of future growth.
In the fourth quarter, we sold 60 operating buildings that in the aggregate comprised approximately 5.5 million square feet and represented approximately $275.9 million in gross disposition proceeds. With these sales, we disposed of assets that no longer fit our strategy and exited the three non-core markets of Charlotte, Cincinnati and Memphis. Opportunistic sales for the full year of 2006 totaled 6.4 million square feet and resulted in approximately $335.1 million in gross disposition proceeds.
Additions and Promotions of Company Officers
Announced previously, Thomas Olinger has been named our chief financial officer, effective March 1, 2007, replacing Michael Coke whose decision to retire was also announced previously. Mr. Coke will continue to serve as executive vice president during a transition period, which is expected to be completed by our second quarter 2007 earnings announcement. Also announced previously, Nina Tran, senior vice president, finance, has been appointed as chief accounting officer, replacing Mr. Coke in this role.
We announced that four officers have joined us: Gregory Everson joined the San Francisco office as vice president, information systems; Charles Fiveash joined the East Region in North America as vice president, leasing and marketing director; Jeroen Smit joined the Europe team as vice president, asset operations; and Anton van Vlerken joined the Europe team as vice president, general manager, Benelux.
We announced the following officer promotions during the quarter: Michael Evans has been promoted to senior vice president, managing director, Japan; Steve Lueck and Mark Saturno have been promoted to senior vice president; and Tim Arndt, Katie Barrios, Jeff Bray, Jessica Duran, Bo Farkas, Bill Griffiths, Jeff Hough, Nick Kittredge, Clarinda Low, Susan Pi, Matt Sargent, Paula Solari, Daisuke Uemura, Greg Wilson and Alex Wong have been promoted to vice president.
Supplemental Earnings Measures
We report FFOPS and unit in accordance with the standards established by the National Association of Real Estate Investment Trusts. Included in the footnotes to our attached financial statements is a discussion of why management believes FFOPS is a useful supplemental measure of operating performance, ways in which investors might use FFOPS when assessing our financial performance and FFOPS’s limitations as a measurement tool. Reconciliation from net income to funds from operations is provided in the attached tables.
We believe that net income, as defined by GAAP, is the most appropriate earnings measure. However, we consider same store net operating income (SSNOI) to be a useful supplemental measure of its operating performance. Properties that are considered part of the same store pool include all properties that were owned as of the end of both the current and prior year reporting periods and exclude development properties for both the current and prior reporting periods. The same store pool is set annually and excludes properties purchased and developments stabilized after December 31, 2004. In deriving SSNOI, we define NOI as rental revenues (as calculated in accordance with GAAP), including reimbursements, less straight-line rents, property operating expenses and real estate taxes. We exclude straight-line rents in calculating SSNOI because we believe it provides a better measure of actual cash basis rental growth for a year-over-year comparison. In addition, we believe that SSNOI helps the investing public compare our operating performance with that of other companies. While SSNOI is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flow from operations or net income as defined by GAAP and should not be considered as an alternative to those measures in evaluating our liquidity or operating performance. SSNOI also does not reflect general and administrative expenses, interest expenses, depreciation and amortization costs, capital expenditures and leasing costs, or trends in development and construction activities that could materially impact its results from operations. Further, our computation of SSNOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating SSNOI. Reconciliation from net income to SSNOI is provided in the tables below.
We are a global developer and owner of industrial real estate, focused on major hub and gateway distribution markets throughout North America, Europe and Asia. As of December 31, 2006, we owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 124.7 million square feet (11.6 million square meters) and 1,088 buildings in 39 markets within 12 countries. We invest in properties located predominantly in the infill submarkets of our targeted markets. Our portfolio is comprised of High Throughput Distribution® facilities—industrial properties built for speed and located near airports, seaports and ground transportation systems.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
See note 1 for pro forma information.
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| | As of |
| | December 31, 2006 | | | September 30, 2006 | | | June 30, 2006 | | | March 31, 2006 | | | December 31, 2005(1) | |
Assets | | | | | | | | | | | | | | | | | | | | |
Investments in real estate: | | | | | | | | | | | | | | | | | | | | |
Total investments in properties | | $ | 6,575,733 | | | $ | 7,553,031 | | | $ | 7,376,322 | | | $ | 6,913,524 | | | $ | 6,798,294 | |
Accumulated depreciation | | | (789,693 | ) | | | (821,545 | ) | | | (774,528 | ) | | | (736,760 | ) | | | (697,388 | ) |
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Net investments in properties(1) | | | 5,786,040 | | | | 6,731,486 | | | | 6,601,794 | | | | 6,176,764 | | | | 6,100,906 | |
Investments in unconsolidated joint ventures | | | 274,381 | | | | 116,856 | | | | 123,107 | | | | 118,472 | | | | 118,653 | |
Properties held for contribution, net | | | 154,036 | | | | 184,365 | | | | 71,981 | | | | 266,311 | | | | 32,755 | |
Properties held for divestiture, net | | | 20,916 | | | | 63,402 | | | | 46,857 | | | | 31,201 | | | | 17,936 | |
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Net investments in real estate | | | 6,235,373 | | | | 7,096,109 | | | | 6,843,739 | | | | 6,592,748 | | | | 6,270,250 | |
Cash and cash equivalents | | | 195,878 | | | | 184,230 | | | | 231,912 | | | | 168,007 | | | | 267,233 | |
Mortgages and loans receivable | | | 18,747 | | | | 18,782 | | | | 18,816 | | | | 21,589 | | | | 21,621 | |
Accounts receivable, net | | | 133,998 | | | | 143,594 | | | | 127,528 | | | | 148,907 | | | | 178,682 | |
Other assets | | | 129,516 | | | | 135,646 | | | | 114,371 | | | | 112,312 | | | | 64,953 | |
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Total assets(1) | | $ | 6,713,512 | | | $ | 7,578,361 | | | $ | 7,336,366 | | | $ | 7,043,563 | | | $ | 6,802,739 | |
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Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | | | | | |
Secured debt | | $ | 1,395,354 | | | $ | 1,874,887 | | | $ | 1,829,968 | | | $ | 1,917,805 | | | $ | 1,912,526 | |
Unsecured senior debt | | | 1,101,874 | | | | 1,226,561 | | | | 1,051,249 | | | | 950,937 | | | | 975,000 | |
Unsecured credit facilities | | | 852,033 | | | | 801,656 | | | | 904,452 | | | | 734,110 | | | | 490,072 | |
Other debt | | | 88,154 | | | | 79,894 | | | | 88,217 | | | | 63,543 | | | | 23,963 | |
Accounts payable and other liabilities | | | 271,880 | | | | 297,358 | | | | 254,223 | | | | 249,149 | | | | 263,744 | |
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Total liabilities(1) | | | 3,709,295 | | | | 4,280,356 | | | | 4,128,109 | | | | 3,915,544 | | | | 3,665,305 | |
Minority interests: | | | | | | | | | | | | | | | | | | | | |
Joint venture partners | | | 555,201 | | | | 977,452 | | | | 950,209 | | | | 899,658 | | | | 853,643 | |
Preferred unitholders | | | 180,298 | | | | 180,298 | | | | 190,198 | | | | 200,986 | | | | 278,378 | |
Limited partnership unitholders | | | 102,061 | | | | 79,733 | | | | 89,705 | | | | 87,973 | | | | 89,114 | |
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Total minority interests | | | 837,560 | | | | 1,237,483 | | | | 1,230,112 | | | | 1,188,617 | | | | 1,221,135 | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | |
Common equity | | | 1,943,240 | | | | 1,836,928 | | | | 1,802,814 | | | | 1,764,071 | | | | 1,740,751 | |
Preferred equity | | | 223,417 | | | | 223,594 | | | | 175,331 | | | | 175,331 | | | | 175,548 | |
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Total stockholders’ equity | | | 2,166,657 | | | | 2,060,522 | | | | 1,978,145 | | | | 1,939,402 | | | | 1,916,299 | |
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Total liabilities and stockholders’ equity | | $ | 6,713,512 | | | $ | 7,578,361 | | | $ | 7,336,366 | | | $ | 7,043,563 | | | $ | 6,802,739 | |
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(1) | | Pro forma balances as of December 31, 2005 for net investments in properties, total assets, and total liabilities would have been $5,343,030, $6,044,863, and $3,213,626, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of December 31, 2005. |
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
See notes 1 and 3 for pro forma information.
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| | For the Quarters Ended | | | For the Years Ended | |
| | December 31, | | | December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenues | | | | | | | | | | | | | | | | |
Rental revenues(1) | | $ | 162,103 | | | $ | 165,191 | | | $ | 683,794 | | | $ | 616,933 | |
Private capital income(2) | | | 28,563 | | | | 31,422 | | | | 46,102 | | | | 43,942 | |
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Total revenues | | | 190,666 | | | | 196,613 | | | | 729,896 | | | | 660,875 | |
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Costs and expenses | | | | | | | | | | | | | | | | |
Property operating costs(3) | | | (42,669 | ) | | | (42,285 | ) | | | (175,824 | ) | | | (158,929 | ) |
Depreciation and amortization | | | (42,657 | ) | | | (42,683 | ) | | | (177,824 | ) | | | (161,732 | ) |
Impairment losses | | | (918 | ) | | | — | | | | (6,312 | ) | | | — | |
General and administrative(4) | | | (30,431 | ) | | | (18,968 | ) | | | (104,069 | ) | | | (71,564 | ) |
Other expenses(5) | | | (1,486 | ) | | | (1,375 | ) | | | (2,620 | ) | | | (5,038 | ) |
Fund costs | | | (503 | ) | | | (409 | ) | | | (2,091 | ) | | | (1,482 | ) |
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Total costs and expenses | | | (118,664 | ) | | | (105,720 | ) | | | (468,740 | ) | | | (398,745 | ) |
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Other income and expenses | | | | | | | | | | | | | | | | |
Equity in earnings of unconsolidated joint ventures(6) | | | 10,635 | | | | 811 | | | | 23,240 | | | | 10,770 | |
Other income(5) | | | 1,785 | | | | 3,188 | | | | 9,423 | | | | 5,593 | |
Gains from dispositions of real estate, net | | | — | | | | 176 | | | | — | | | | 19,099 | |
Development profits, net of taxes | | | 36,500 | | | | 34,489 | | | | 106,389 | | | | 54,811 | |
Interest expense, including amortization | | | (37,218 | ) | | | (37,963 | ) | | | (165,230 | ) | | | (147,317 | ) |
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Total other income and expenses | | | 11,702 | | | | 701 | | | | (26,178 | ) | | | (57,044 | ) |
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Income from operations before minority interests | | | 83,704 | | | | 91,594 | | | | 234,978 | | | | 205,086 | |
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Minority interests’ share of income: | | | | | | | | | | | | | | | | |
Joint venture partners’ share of income | | | (7,696 | ) | | | (9,396 | ) | | | (37,975 | ) | | | (36,401 | ) |
Joint venture partners’ and limited partnership unitholders’ share of development profits | | | (2,843 | ) | | | (3,366 | ) | | | (5,613 | ) | | | (13,492 | ) |
Preferred unitholders | | | (3,646 | ) | | | (5,369 | ) | | | (16,462 | ) | | | (21,473 | ) |
Limited partnership unitholders | | | (1,587 | ) | | | (1,974 | ) | | | (2,805 | ) | | | (3,411 | ) |
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Total minority interests’ share of income | | | (15,772 | ) | | | (20,105 | ) | | | (62,855 | ) | | | (74,777 | ) |
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Income from continuing operations | | | 67,932 | | | | 71,489 | | | | 172,123 | | | | 130,309 | |
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Discontinued operations: | | | | | | | | | | | | | | | | |
Income attributable to discontinued operations, net of minority interests | | | 1,511 | | | | 3,877 | | | | 9,314 | | | | 13,945 | |
Gain from disposition of real estate, net of minority interests | | | 18,312 | | | | 65,817 | | | | 42,635 | | | | 113,553 | |
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Total discontinued operations | | | 19,823 | | | | 69,694 | | | | 51,949 | | | | 127,498 | |
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Net income | | | 87,755 | | | | 141,183 | | | | 224,072 | | | | 257,807 | |
Preferred stock dividends | | | (3,951 | ) | | | (2,039 | ) | | | (13,582 | ) | | | (7,388 | ) |
Preferred unit redemption discount/(issuance costs) | | | (66 | ) | | | — | | | | (1,070 | ) | | | — | |
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Net income available to common stockholders | | $ | 83,738 | | | $ | 139,144 | | | $ | 209,420 | | | $ | 250,419 | |
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Net income per common share (diluted) | | $ | 0.91 | | | $ | 1.56 | | | $ | 2.30 | | | $ | 2.85 | |
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Weighted average common shares (diluted) | | | 92,251,667 | | | | 88,981,657 | | | | 91,106,893 | | | | 87,873,399 | |
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(1) | | Pro forma rental revenues for the years ended December 31, 2006 and 2005 would have been $627,099 and $562,812, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of January 1, 2005. |
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(2) | | Includes incentive distributions of $20.4 million and $26.4 million, for the quarters ended December 31, 2006 and 2005, respectively, and $22.5 million and $26.4 million for the years ended December 31, 2006 and 2005, respectively. |
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(3) | | Pro forma property operating costs for the years ended December 31, 2006 and 2005 would have been $162,549 and $145,671, respectively, if AMB Institutional Alliance Fund III had been deconsolidated as of January 1, 2005. |
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(4) | | Includes $5.1 million and $7.5 million, of charges for executive level turnover for the quarter and year ended December 31, 2006, respectively. |
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(5) | | Includes changes in liabilities and assets associated with the Company’s deferred compensation plan. |
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(6) | | Includes gains on sale of operating properties of $7.5 million and $0.5 million, for the quarters ended December 31, 2006 and 2005, respectively, and $15.8 million and $5.6 million, for the years ended December 31, 2006 and 2005, respectively. |
CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS(1)
(dollars in thousands, except share data)
Note: Effective October 1, 2006, the Company deconsolidated AMB Institutional Alliance Fund III on a prospective basis.
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| | For the Quarters Ended | | | For the Years Ended | |
| | December 31, | | | December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Net income | | $ | 87,755 | | | $ | 141,183 | | | $ | 224,072 | | | $ | 257,807 | |
Gains from disposition of real estate, net of minority interests | | | (18,312 | ) | | | (65,993 | ) | | | (42,635 | ) | | | (132,652 | ) |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Total depreciation and amortization | | | 42,657 | | | | 42,683 | | | | 177,824 | | | | 161,732 | |
Discontinued operations’ depreciation | | | 890 | | | | 3,859 | | | | 2,153 | | | | 18,572 | |
Non-real estate depreciation | | | (1,477 | ) | | | (949 | ) | | | (4,546 | ) | | | (3,388 | ) |
Adjustments to derive FFO from consolidated JVs: | | | | | | | | | | | | | | | | |
Joint venture partners’ minority interests (Net income) | | | 7,696 | | | | 9,396 | | | | 37,975 | | | | 36,401 | |
Limited partnership unitholders’ minority interests (Net income) | | | 1,587 | | | | 1,974 | | | | 2,805 | | | | 3,411 | |
Limited partnership unitholders’ minority interests (Development profits) | | | 1,653 | | | | 1,704 | | | | 4,948 | | | | 2,262 | |
Discontinued operations’ minority interests (Net income) | | | 239 | | | | 1,744 | | | | 31 | | | | 8,769 | |
FFO attributable to minority interests | | | (16,207 | ) | | | (27,641 | ) | | | (82,861 | ) | | | (100,275 | ) |
Adjustments to derive FFO from unconsolidated JVs: | | | | | | | | | | | | | | | | |
AMB’s share of net income | | | (10,635 | ) | | | (811 | ) | | | (23,240 | ) | | | (10,770 | ) |
AMB’s share of FFO | | | 6,703 | | | | 2,633 | | | | 16,038 | | | | 14,441 | |
AMB’s share of development profits, net | | | — | | | | — | | | | — | | | | 5,441 | |
Preferred stock dividends | | | (3,951 | ) | | | (2,039 | ) | | | (13,582 | ) | | | (7,388 | ) |
Preferred unit redemption discount (issuance costs) | | | (66 | ) | | | — | | | | (1,070 | ) | | | — | |
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Funds from operations | | $ | 98,532 | | | $ | 107,743 | | | $ | 297,912 | | | $ | 254,363 | |
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FFO per common share and unit (diluted) | | $ | 1.01 | | | $ | 1.15 | | | $ | 3.12 | | | $ | 2.75 | |
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Weighted average common shares and units (diluted) | | | 97,087,889 | | | | 93,422,964 | | | | 95,444,072 | | | | 92,508,725 | |
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(1) | | Funds From Operations (“FFO”) and Funds from Operations per Share and Unit (“FFOPS”). The Company believes that net income, as defined by GAAP, is the most appropriate earnings measure. However, the Company considers funds from operations, or FFO, and funds from operations per fully diluted share and unit, or FFOPS, as defined by NAREIT, to be useful supplemental measures of its operating performance. FFO is defined as net income, calculated in accordance with GAAP, less gains (or losses) from dispositions of real estate held for investment purposes and real estate-related depreciation, and adjustments to derive the Company’s pro rata share of FFO of consolidated and unconsolidated joint ventures. FFOPS is FFO per share of fully diluted Company common stock and partnership unit. Further, the Company does not adjust FFO or FFOPS to eliminate the effects of non-recurring charges. The Company believes that FFO and FFOPS, as defined by NAREIT, are meaningful supplemental measures of its operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation and amortization expenses. However, since real estate values have historically risen or fallen with market and other conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient. Thus, NAREIT created FFO and FFOPS as supplemental measures of operating performance for real estate investment trusts that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. The Company believes that the use of FFO and FFOPS, combined with the required GAAP presentations, has been beneficial in improving the understanding of operating results of real estate investment trusts among the investing public and making comparisons of operating results among such companies more meaningful. The Company considers FFO and FFOPS to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO and FFOPS can help the investing public compare the operating performance of a company’s real estate between periods or as compared to other companies. While FFO and FFOPS are relevant and widely used measures of operating performance of real estate investment trusts, they do not represent cash flow from operations or net income as defined by GAAP and should not be considered as alternatives to those measures in evaluating the Company’s liquidity or operating performance. FFO and FFOPS also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor are FFO or FFOPS necessarily indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of FFO and FFOPS may not be comparable to FFO or FFOPS reported by other real estate investment trusts that do not define the terms in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Company does. |
The following table reconciles SSNOI from net income for the quarters ended December 31, 2006 and 2005 and for the year ended December 31, 2006 and 2005 (dollars in thousands):
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| | For the Quarters Ended | | | For the Years Ended | |
| | December 31, | | | December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Net income | | $ | 87,755 | | | $ | 141,183 | | | $ | 224,072 | | | $ | 257,807 | |
Private capital income | | | (28,563 | ) | | | (31,422 | ) | | | (46,102 | ) | | | (43,942 | ) |
Depreciation and amortization | | | 42,657 | | | | 42,683 | | | | 177,824 | | | | 161,732 | |
Impairment losses | | | 918 | | | | — | | | | 6,312 | | | | — | |
General and administrative and fund costs | | | 30,934 | | | | 19,377 | | | | 106,160 | | | | 73,046 | |
Total other income and expenses | | | (10,216 | ) | | | 674 | | | | 28,798 | | | | 62,082 | |
Total minority interests’ share of income | | | 15,772 | | | | 20,105 | | | | 62,855 | | | | 74,777 | |
Total discontinued operations | | | (19,823 | ) | | | (69,694 | ) | | | (51,949 | ) | | | (127,498 | ) |
| | | | | | | | | | | | |
NOI | | | 119,434 | | | | 122,906 | | | | 507,970 | | | | 458,004 | |
Less non same-store NOI | | | (19,340 | ) | | | (21,420 | ) | | | (116,030 | ) | | | (70,782 | ) |
Less non cash adjustments(1) | | | (1,079 | ) | | | (1,927 | ) | | | (8,426 | ) | | | (9,861 | ) |
Cash-basis same-store NOI | | $ | 99,015 | | | $ | 99,559 | | | $ | 383,514 | | | $ | 377,361 | |
| | | | | | | | | | | | |
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(1) | | Non-cash adjustments include straight line rents and amortization of lease intangibles for the same store pool only. |
Forward Looking Statements
Some of the information included in this report contains forward-looking statements, such as those related to development and renovation projects (including stabilization, delivery and contribution dates, square feet at stabilization or completion, land bank and total investment amounts), use of private capital funds for planned investment activity, future business plans (such as the building of our global platform and property divestitures and financings), improvement in real estate fundamentals, growth capacity of our land bank, the commencement of Mr. Olinger’s employment with us, the length of Mr. Coke’s transition period, and Mr. Olinger’s and Ms. Tran’s future job responsibilities and performance, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. The events or circumstances reflected in forward-looking statements might not occur. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants, increased interest rates and operating costs, our failure to obtain necessary outside financing, re-financing risks, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest properties we have contracted to sell or to timely reinvest proceeds from any divestitures, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in general economic conditions or in the real estate sector, changes in real estate and zoning laws, a downturn in the U.S., California or global economy, risks related to doing business internationally, losses in excess of our insurance coverage, unknown liabilities acquired in connection with acquired properties or otherwise and increases in real property tax rates. Our success also depends upon economic trends generally, including interest rates, income tax laws, governmental regulation, legislation, population changes and certain other matters discussed under the heading “Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2005 and in our quarterly report on Form 10-Q for the quarter ended June 30, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
| | |
Exhibit | | |
Number | | Description |
| | |
99.1 | | AMB Property Corporation Press Release dated January 23, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| AMB Property Corporation (Registrant) | |
Date: January 24, 2007 | By: | /s/ Tamra D. Browne | |
| | Tamra D. Browne | |
| | Senior Vice President, General Counsel and Secretary | |
Exhibits
| | |
Exhibit | | |
Number | | Description |
| | |
99.1 | | AMB Property Corporation Press Release dated January 23, 2007. |