AMB Amb Property Corp.

SAN FRANCISCO, Oct. 16 /PRNewswire-FirstCall/ -- AMB Property Corporation(R) (NYSE:AMB), a leading global developer and owner of industrial real estate, today reported results for the third quarter and first nine months of 2008. Funds from operations per fully diluted share and unit ("FFOPS") was $0.70 for the third quarter of 2008, as compared to $0.99 for the same quarter in 2007. The year-over-year variance is primarily related to timing of gains on contribution of development properties to the company's private capital co-investment ventures. FFOPS for the nine months ended September 30, 2008 was $2.41, as compared to $2.31 for the same period in 2007. Net income available to common stockholders per fully diluted share ("EPS") for the third quarter of 2008 was $0.24, as compared to $0.69 for the same quarter in 2007. EPS for the nine months ended September 30, 2008 was $1.37, as compared to $2.04 for the same period in 2007. Owned and Managed Portfolio Operating Results AMB's operating portfolio was 95.4 percent occupied at September 30, 2008, up 20 basis points from June 30, 2008. Cash-basis same store net operating income ("SSNOI"), without the effects of lease termination fees, increased 3.5 percent in the third quarter and 4.9 percent in the first nine months of 2008, over the same periods in 2007. For the trailing four quarters ended September 30, 2008, average rent change on renewals and rollovers in AMB's operating portfolio increased 4.1 percent, following an average increase of 4.3 percent for the trailing four quarters ended June 30, 2008. "We continue to run AMB for the long term. Our operating fundamentals remained solid through the third quarter as a result of our long-established focus on the best markets around the globe," said Hamid R. Moghadam, AMB's chairman & CEO. "The environment became more challenging at the beginning of the fourth quarter, so it may be difficult to keep this pace of growth into 2009. However, we are confident that AMB's strategy, people and portfolio will outperform on a relative basis, even in a more difficult economic environment. We remain focused on sound execution and long-term value preservation." Investment Activity During the quarter, the company commenced development on 1.6 million square feet in the Americas and Europe, with an estimated total investment of $132 million. At quarter end, AMB's development pipeline, which included investments held through unconsolidated joint ventures, totaled approximately 17.8 million square feet globally, with an estimated total investment of $1.5 billion. The company's development business includes contributions of stabilized properties to affiliated private capital co-investment ventures or sale of projects to third parties. During the third quarter, AMB contributed or sold 2.2 million square feet in the Americas and Asia, including contributions to three of its co-investment ventures, for an aggregate value of approximately $192 million. Also during the quarter, AMB acquired 1.6 million square feet of industrial distribution space for an aggregate acquisition cost of approximately $140 million. Property and land acquisitions during the quarter expanded AMB's presence in target markets in the Americas and Asia, including Beijing and Guangzhou, which were market entries for AMB. "Given the current turbulence, lack of clarity on pricing and availability of capital we intend to be increasingly selective with our capital deployment decisions. We plan to start projects only where the market demand is sound and where profit expectations justify the risks. As such, we expect the pace of development starts to slow considerably from our previous outlook," Mr. Moghadam added. Financing Activities "The instability in the credit markets, which have become more volatile over the past few weeks, has made financing transactions increasingly difficult," said Thomas S. Olinger, AMB's chief financial officer. "While the timing, availability and pricing have become unpredictable, our balance sheet remains strong and we have the capacity to continue to support our business." During the quarter, AMB closed a $230 million, two-year secured term loan priced at LIBOR plus 130 basis points. The loan includes a one-year extension, which can be exercised at the company's option. Additionally, AMB closed on $768 million in property level financings in the U.S., Europe and Japan. 2008 Guidance Due to the change in the timing of certain transactions, caused primarily by the turmoil in financing markets, the company is lowering its full year 2008 FFO guidance to $3.05 to $3.10 per share. Full year EPS guidance has also been lowered to $1.58 to $1.63 per share. The company will provide details of its revised outlook for 2009 during their third quarter earnings conference call. Organizational Update As previously announced in the quarter, AMB acquired the remaining 42 percent equity interest in G. Accion, S.A. de C.V. ("G. Accion") that it had not previously owned. G. Accion is now a wholly owned subsidiary and has been renamed AMB Property Mexico. This newly unified platform will continue to develop, lease, acquire and operate industrial real estate in Mexico. During the quarter, AMB and the City and County of San Francisco Employees' Retirement System contributed their interests in AMB Partners II, a co-investment venture comprising 10.3 million square feet of U.S. industrial property, to AMB Institutional Alliance Fund III in exchange for partnership interests in Fund III. Supplemental Earnings Measure Included in the footnotes to the company's 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 the company's financial performance and FFOPS's limitations as a measurement tool. Reconciliation from net income to funds from operations and FFOPS is provided in the attached tables and published in the company's quarterly supplemental analyst package, available on the company's website at http://www.amb.com/. The company believes that net income, as defined by GAAP, is the most appropriate earnings measure. However, the company considers cash-basis 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, 2006. In deriving SSNOI, the company defines NOI as rental revenues, including reimbursements, less property operating expenses, both of which are calculated in accordance with GAAP. Property operating expenses exclude depreciation, amortization, general and administrative expenses and interest expense. The company defines SSNOI to also exclude straight-line rents and amortization of lease intangibles. The company considers SSNOI to be an appropriate and useful supplemental performance measure because it reflects the operating performance of the real estate portfolio excluding effects of non-cash adjustments and provides a better measure of actual cash basis rental growth for a year-over-year comparison. In addition, the company believes that SSNOI helps the investing public compare the company's 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 the company's liquidity or operating performance. SSNOI also does not reflect general and administrative expenses, interest expense, depreciation and amortization costs, capital expenditures and leasing costs, or trends in development and construction activities that could materially impact its results from operations. Further, the company's 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 published in the company's quarterly supplemental analyst package, available on the company's website at http://www.amb.com/. "Owned and managed" is defined by the company as assets in which the company has at least a 10 percent ownership interest, is the property or asset manager, and which it intends to hold for the long-term. Conference Call and Supplemental Information The company will host a conference call to discuss its third quarter 2008 results on Thursday, October 16, 2008 at 1:00 PM EDT. Stockholders and interested parties may listen to a live broadcast of the conference call by dialing 877 447 8218 (from the U.S. and Canada) or +1 706 643 7823 (from all other countries) and using reservation code 64987472. A webcast can be accessed through a link titled "Q3 2008 Earnings Conference Call" located on the home page of the company's website at http://www.amb.com/. If you are unable to listen to the live conference call, a telephone and webcast replay will be available after 3:00 PM EDT on Thursday, October 16, 2008 until 8:00 PM EST on Friday, November 14, 2008. The telephone replay can be accessed by dialing 800 642 1687 (from the U.S. and Canada) or +1 706 645 9291 (from all other countries) and using reservation code 64987472. The webcast replay can be accessed through the link on the company's website at http://www.amb.com/. AMB Property Corporation.(R) Local partner to global trade.(TM) AMB Property Corporation(R) is a leading global developer and owner of industrial real estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As of September 30, 2008, AMB owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 158.4 million square feet (14.7 million square meters) in 49 markets within 15 countries. AMB invests in properties located predominantly in the infill submarkets of its targeted markets. The company's portfolio is comprised of High Throughput Distribution(R) facilities -- industrial properties built for speed and located near airports, seaports and ground transportation systems. AMB's press releases are available on the company website at http://www.amb.com/ or by contacting the Investor Relations department at +1 415 394 9000. Some of the information included in this press release contains forward-looking statements, such as those related to continued demand for our product, status of key operating metrics, our ability to capitalize on trends and realize growth, effectiveness of our strategies, performance of our portfolio, occupancy levels, rent growth, SSNOI growth, our development projects (including completion, timing of stabilization, our ability to lease such projects, square feet at stabilization or completion, costs and total investment amounts), our ability to contribute properties to and acquire properties in our private capital co-investment ventures, our ability to accomplish future business plans, strength of our balance sheet, our ability to access credit markets and enter into credit and financing agreements and to meet our forecasts (including our FFO and EPS guidance) and business goals, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. The events or circumstances reflected in forward-looking statements might not occur. You can identify forward-looking statements by the use of forward- looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date of this press release or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants or renewal at lower than expected rent, increased interest rates and operating costs or greater than expected capital expenditures, our failure to obtain necessary outside financing, re-financing risks, risks related to our obligations in the event of certain defaults under joint venture and other debt, risks related to debt and equity security financings (including dilution risk), difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest properties we have contracted to sell or to timely reinvest proceeds from any divestitures, risks and uncertainties affecting property development, redevelopment, value-added conversion and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, risks related to our tax structuring, failure to maintain our current credit agency ratings, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in general economic conditions or in the real estate sector, inflation risks, changes in real estate and zoning laws, a downturn in the U.S., California or global economy, risks related to doing business internationally and global expansion, risks of opening offices globally, risks of changing personnel and roles, 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, 2007. Consolidated Statements of Operations (1) (in thousands, except share and per share data) For the For the Quarters ended Nine Months ended September 30, September 30, 2008 2007 2008 2007 Revenues Rental revenues $152,993 $157,805 $487,071 $474,752 Private capital revenues(2) 9,502 7,564 60,838 22,007 Total revenues 162,495 165,369 547,909 496,759 Costs and expenses Property operating costs (44,157) (42,664) (138,375) (128,785) Depreciation and amortization (46,985) (40,628) (129,493) (121,641) General and administrative (34,415) (35,145) (103,361) (95,259) Fund costs (312) (261) (919) (779) Impairment losses - - - (257) Other expenses(3) 1,088 (944) 1,926 (2,995) Total costs and expenses (124,781) (119,642) (370,222) (349,716) Other income and expenses Development gains, net of taxes 28,026 48,298 76,248 89,486 Gains from sale or contribution of real estate interests, net - - 19,967 74,843 Equity in earnings of unconsolidated co-investment ventures 5,372 3,425 14,359 7,286 Other income(3) (4,229) 7,956 (51) 20,012 Interest expense, including amortization (32,319) (29,326) (100,955) (97,486) Total other income and expenses (3,150) 30,353 9,568 94,141 Income from operations before minority interests 34,564 76,080 187,255 241,184 Minority interests' share of income Co-investment venture partners' share of income (4,194) (5,890) (29,393) (21,088) Co-investment venture partners' and limited partnership unitholders' share of development gains (1,090) (2,115) (7,204) (5,196) Preferred unitholders (1,431) (1,431) (4,295) (6,610) Limited partnership unitholders 137 (581) (2,518) (4,903) Total minority interests' share of income (6,578) (10,017) (43,410) (37,797) Income from continuing operations 27,986 66,063 143,845 203,387 Discontinued operations Income attributable to discontinued operations, net of minority interests 177 3,135 2,066 9,345 Gains from disposition of real estate, net of minority interests (12) 3,912 2,191 4,329 Total discontinued operations 165 7,047 4,257 13,674 Net income 28,151 73,110 148,102 217,061 Preferred stock dividends (3,952) (3,952) (11,856) (11,856) Preferred unit redemption (issuance costs) discount - (3) - (2,930) Net income available to common stockholders $24,199 $69,155 $136,246 $202,275 Net income per common share (diluted) $0.24 $0.69 $1.37 $2.04 Weighted average common shares (diluted) 98,952 100,914 99,457 99,311 (1) On July 1, 2008, the partners of AMB Partners II (previously, a consolidated co-investment venture) contributed their interests in AMB Partners II to AMB Institutional Alliance Fund III in exchange for interests in AMB Institutional Alliance Fund III, an unconsolidated co-investment venture. (2) Includes incentive and promote distributions for 2008 of $33.0 million for AMB Institutional Alliance Fund III received during the quarter ended June 30, 2008 and of $1.0 million for the dissolution of AMB Erie co-investment venture received during the quarter ended March 31, 2008. (3) Includes changes in liabilities and assets associated with AMB's deferred compensation plan. CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS(1) (in thousands, except share and per share data) For the For the Quarters ended Nine Months ended September 30, September 30, 2008 2007 2008 2007 Net income available to common stockholders $24,199 $69,155 $136,246 $202,275 Gains (losses) from sale or contribution of real estate, net of minority interests 12 (3,912) (22,158) (79,172) Depreciation and amortization Total depreciation and amortization 46,985 40,628 129,493 121,641 Discontinued operations' depreciation 4 354 61 1,853 Non-real estate depreciation (1,997) (1,387) (5,786) (3,965) Adjustments to derive FFO from consolidated co-investment ventures Co-investment venture partners' minority interests (Net income) 4,194 5,890 29,393 21,088 Limited partnership unitholders' minority interests (Net income) (137) 581 2,518 4,903 Limited partnership unitholders' minority interests (Development profits) 1,090 2,115 2,795 3,861 Discontinued operations' minority interests (Net income) 8 139 316 423 FFO attributable to minority interests (8,819) (15,731) (41,812) (47,347) Adjustments to derive FFO from unconsolidated co-investment ventures AMB's share of net income (5,372) (3,425) (14,359) (7,286) AMB's share of FFO 11,589 9,828 32,727 21,308 Funds from operations $71,756 $104,235 $249,434 $239,582 FFO per common share and unit (diluted) $0.70 $0.99 $2.41 $2.31 Weighted average common shares and units (diluted) 102,922 105,110 103,430 103,777 (1) Funds From Operations ("FFO") and Funds From Operations Per Share and Unit ("FFOPS"). AMB believes that net income, as defined by U.S. GAAP, is the most appropriate earnings measure. However, AMB considers funds from operations, or FFO, and FFO per share and unit, or FFOPS, to be useful supplemental measures of its operating performance. AMB defines FFOPS as FFO per fully diluted weighted average share of AMB's common stock and operating partnership units. AMB calculates FFO as net income, calculated in accordance with U.S. GAAP, less gains (or losses) from dispositions of real estate held for investment purposes and real estate-related depreciation, and adjustments to derive AMB's pro rata share of FFO of consolidated and unconsolidated joint ventures. AMB does not adjust FFO to eliminate the effects of non-recurring charges. AMB includes the gains from development, including those from value added conversion projects, before depreciation recapture, as a component of FFO. AMB believes that value-added conversion dispositions are in substance land sales and as such should be included in FFO, consistent with the real estate investment trust industry's long standing practice to include gains on the sale of land in FFO. However, AMB's interpretation of FFO or FFOPS may not be consistent with the views of others in the real estate investment trust industry, who may consider it to be a divergence from the National Association of Real Estate Investment Trusts' (NAREIT) definition, and may not be comparable to FFO or FFOPS reported by other real estate investment trusts that interpret the current NAREIT definition differently than AMB does. In connection with the formation of a co-investment venture, AMB may warehouse assets that are acquired with the intent to contribute these assets to the newly formed venture. Some of the properties held for contribution may, under certain circumstances, be required to be depreciated under U.S. GAAP. If this circumstance arises, AMB intends to include in its calculation of FFO gains or losses related to the contribution of previously depreciated real estate to joint ventures. Although such a change, if instituted, will be a departure from the current NAREIT definition, AMB believes such calculation of FFO will better reflect the value created as a result of the contributions. To date, AMB has not included gains or losses from the contribution of previously depreciated warehoused assets in FFO. AMB believes that FFO and FFOPS are meaningful supplemental measures of its operating performance because historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation and amortization expenses. However, since real estate values have historically risen or fallen with market and other conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient. Thus, FFO and FFOPS are supplemental measures of operating performance for real estate investment trusts that exclude historical cost depreciation and amortization, among other items, from net income, as defined by U.S. GAAP. AMB believes that the use of FFO and FFOPS, combined with the required U.S. GAAP presentations, has been beneficial in improving the understanding of operating results of real estate investment trusts among the investing public and making comparisons of operating results among such companies more meaningful. AMB considers FFO and FFOPS to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO and FFOPS can help the investing public compare the operating performance of a company's real estate between periods or as compared to other companies. While FFO and FFOPS are relevant and widely used measures of operating performance of real estate investment trusts, these measures do not represent cash flow from operations or net income as defined by U.S. GAAP and should not be considered as alternatives to those measures in evaluating AMB's liquidity or operating performance. FFO and FFOPS also do not consider the costs associated with capital expenditures related to AMB's real estate assets nor are FFO or FFOPS necessarily indicative of cash available to fund AMB's future cash requirements. The following table reconciles projected FFO from projected net income for the year ended December 31, 2008: 2008 Low High Projected net income $1.58 $1.63 AMB's share of projected depreciation and amortization 1.60 1.60 AMB's share of projected gains on disposition of operating properties (0.07) (0.07) Impact of additional dilutive securities, other, rounding (0.06) (0.06) Projected Funds From Operations (FFO) $3.05 $3.10 Amounts are expressed per share, except FFO which is expressed per share and unit. CONSOLIDATED BALANCE SHEETS (1)(2) (dollars in thousands) As of September 30, December 31, 2008 2007 Assets Investments in real estate Total investments in properties $6,315,790 $6,709,545 Accumulated depreciation (928,831) (916,686) Net investments in properties 5,386,959 5,792,859 Investments in unconsolidated co- investment ventures 433,649 356,194 Properties held for contribution, net 693,805 488,339 Properties held for divestiture, net 81,347 40,513 Net investments in real estate 6,595,760 6,677,905 Cash and cash equivalents and restricted cash 309,547 250,416 Accounts receivable, net 163,118 184,270 Other assets 249,393 149,812 Total assets $7,317,818 $7,262,403 Liabilities and stockholders' equity Secured debt $1,384,409 $1,471,087 Unsecured senior debt 1,153,582 1,003,123 Unsecured credit facilities 816,875 876,105 Other debt 403,357 144,529 Accounts payable and other liabilities 411,050 306,196 Total liabilities 4,169,273 3,801,040 Minority interests Co-investment venture partners 282,083 517,572 Preferred unitholders 77,561 77,561 Limited partnership unitholders 92,614 102,278 Total minority interests 452,258 697,411 Stockholders' equity Common equity 2,472,875 2,540,540 Preferred equity 223,412 223,412 Total stockholders' equity 2,696,287 2,763,952 Total liabilities and stockholders' equity $7,317,818 $7,262,403 (1) During the quarter ended September 30, 2008, AMB acquired the remaining equity interest (approximately 42%) in G. Accion, a Mexican real estate company. Total assets and total liabilities include $223,829 and $174,217, respectively, related to G. Accion as of September 30, 2008. (2) On July 1, 2008, the partners of AMB Partners II (previously, a consolidated co-investment venture) contributed their interests in AMB Partners II to AMB Institutional Alliance Fund III in exchange for interests in AMB Institutional Alliance Fund III, an unconsolidated co-investment venture. DATASOURCE: AMB Property Corporation CONTACT: Tracy A. Ward, Vice President, Investor Relations, +1-415-733-9565, fax, +1-415-477-2044, , or Rachel E.M. Bennett, Director, Media & Public Relations, +1-415-733-9532, fax, +1-415-477-2063, , both of AMB Property Corporation Web site: http://www.amb.com/

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