Exhibit 99.1
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Exhibit 99.1
Supplemental Financial Information
Second Quarter 2014
Prologis
Unaudited
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Table of Contents Second Quarter 2014
Overview
Press Release 1
Highlights
Company Profile 4
Company Performance 5
Operating Performance 7
Guidance 8
Financial Information
Consolidated Balance Sheets 9
Pro-rata Balance Sheet Information 10
Consolidated Statements of Operations 11
Reconciliation of Net Earnings (Loss) to FFO 12
Pro-rata Operating Information and Reconciliation to FFO 13
EBITDA Reconciliation 14
Strategic Capital
Summary and Financial Highlights 15
Operating and Balance Sheet Information 16
Operations Overview Operating Metrics 17 Operating Portfolio 19
Customer Information 22
Capital Deployment
Overview 23
Value Creation from Development Stabilization 24
Development Starts 25
Development Portfolio 26
Third Party Building Acquisitions and Equity Invested in
Co-Investment Ventures 27 Dispositions and Contributions 28
Land Portfolio 29
Capitalization Overview 31
Debt Summary 32
Debt Covenants and Other Metrics 33
Net Asset Value
Components 34
Notes and Definitions (A) 36
Prologis Kunshan Lujia Logistics Center Jiangsu, China
Prologis Park Centro Industrial Juárez
Ciudad Juárez, Mexico
Prologis Park Castel San Giovanni
Castel San Giovanni, Italy
(A) Terms used throughout document are defined in the Notes and Definitions Prologis © 2014
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Prologis, Inc. Announces Second Quarter 2014 Earnings Results
- GAAP Same-Store Net Operating Income Increased 3.8 percent -
- Stabilized $371.3 Million of Development, Estimated Margin of 22.5 Percent -
- Recognized $25 Million Net Promote for Prologis Targeted U.S. Logistics Fund -
- Raising Earnings and Capital Deployment Guidance -
SAN FRANCISCO (July 22, 2014) Prologis, Inc. (NYSE: PLD), the global leader in industrial real estate, today reported results for the second quarter 2014.
Core funds from operations (Core FFO) per fully diluted share was $0.48 for the second quarter compared to $0.41 for the same period in 2013.
Were pleased to report a very strong quarter of financial and operating performance, said Hamid R. Moghadam, chairman and CEO, Prologis. Our results reflect high occupancy levels with strong growth in rental rates, above average development margins, and increased earnings from our Strategic Capital business.
STRONG OPERATING PERFORMANCE
Prologis ended the quarter with 94.6 percent occupancy in the operating portfolio, up 90 basis points over the same period in 2013. The company leased 29.0 million square feet (2.7 million square meters) in its combined operating and development portfolios in the second quarter.
Tenant retention in the quarter was 84.8 percent. GAAP rental rates on leases signed in the quarter increased 6.6 percent from prior rents compared to an increase of 4.0
percent in the same period in 2013.
During the second quarter, GAAP same-store net operating income (NOI) increased 3.8 percent, and 5.3 percent on an adjusted cash basis, compared to 0.7 percent and
(0.4) percent, respectively, in the same period in 2013. The increase was principally driven by higher average occupancy and increasing rental rates.
CAPITAL DEPLOYMENT ACTIVITY ACCELERATES
New investments during the second quarter totaled $850.4 million ($765.2 million Prologis share).
Development Starts & Pipeline
During the quarter, Prologis started $438.7 million ($409.8 million Prologis share) of new development projects, with an estimated weighted average yield upon
stabilization of 7.1 percent and an estimated development margin of 18.8 percent.
The company stabilized $371.3 million ($320.9 million Prologis share) in development projects, with an estimated development margin of 22.5 percent and $83.4 million
($82.2 million Prologis share) of estimated value creation.
At quarter end, Prologis global development pipeline had a total expected investment of $2.4 billion ($2.1 billion Prologis share). The pipeline had an estimated weighted average yield at stabilization of 7.2 percent, a development margin of 21.2 percent, and an estimated $452.8 million of Prologis share of value creation upon stabilization.
Acquisitions
The company acquired $137.0 million ($80.7 million Prologis share) of buildings, principally in Europe and the United States. The weighted average stabilized capitalization rate on building acquisitions was 6.3 percent.
Prologis invested $274.7 million in its North American Industrial Fund, increasing its ownership in the venture to 42 percent from 23 percent.
Dispositions & Contributions
Prologis completed $603.7 million ($499.6 million Prologis share) of contributions, third-party building, land and other non-strategic real estate dispositions. The contributions and building dispositions had a weighted average stabilized
capitalization rate of 6.6 percent.
STREAMLINED STRATEGIC CAPITAL BUSINESS SUPPORTS GROWTH
As previously announced the company successfully completed its initial public offering of FIBRA Prologis and listing on the Mexican Stock Exchange. FIBRA Prologis $1.6 billion portfolio is comprised of properties previously owned by former Prologis MX Fund LP, the majority of Prologis México Fondo Logístico, and Prologis.
During the second quarter, Prologis raised $777.6 million of third-party equity for its ventures, including: $618.9 million for FIBRA Prologis; $133.5 million for Prologis Targeted U.S. Logistics Fund; and $25.2 million for Prologis Targeted Europe Logistics
Prologis © 2014 1
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Fund. Subsequent to quarter end, the company secured a $500 million increase in committed third-party equity to its Prologis China Logistics Venture. The company recognized a net promote of $25.1 million for Prologis Targeted U.S. Logistics Fund.
At quarter end, Prologis had $28.7 billion ($9.4 billion Prologis share) in combined assets under management in 11 major co-investment ventures.
CAPITAL MARKETS ACTIVITY IMPROVES LIQUIDITY
During the second quarter, Prologis completed $3.6 billion of capital markets activity. Notable new financing for Prologis and the co-investment ventures included:
$1.1 billion in Eurobond issuances with a blended interest rate of 3.0 percent and weighted average term of 10 years; · $1.1 billion across two term facilities denominated in euro and yen; and a
$500 million increase in the companys global credit lines, expanding the total capacity to $3.0 billion.
Favorable credit conditions in this low interest rate environment are providing numerous opportunities for us to lock in lower, long-term rates, said Thomas S. Olinger, chief financial officer, Prologis. We significantly improved liquidity and further increased our U.S. net equity exposure to 85 percent.
NET EARNINGS
Net earnings per fully diluted share was $0.13 for the second quarter compared to a net loss per share of less than $0.01 for the same period in 2013.
EARNINGS GUIDANCE INCREASED FOR 2014
Prologis increased the midpoint and narrowed its full-year 2014 Core FFO guidance range to $1.82 to $1.86 per diluted share from $1.76 to $1.82 per diluted share. The company also expects to recognize net earnings, for GAAP purposes, of $0.20 to $0.24 per share.
Given faster than expected rental growth and deployment, as well as lower interest costs from our refinancing activity, we are raising our full-year Core FFO range, said Olinger.
The Core FFO and earnings guidance reflected above excludes any potential future gains (losses) recognized from real estate transactions or early extinguishment of debt. In reconciling from net earnings to Core FFO, Prologis makes certain adjustments, including but not limited to real estate depreciation and amortization
expense, gains (losses) recognized from real estate transactions and early extinguishment of debt or redemption of preferred stock, impairment charges, deferred taxes, and unrealized gains or losses on foreign currency or derivative activity.
The difference between the companys Core FFO and net earnings guidance for 2014 predominantly relates to real estate depreciation and recognized gains or losses on real estate transactions and early extinguishment of debt.
WEBCAST & CONFERENCE CALL INFORMATION
The company will host a webcast/conference call to discuss quarterly results, current market conditions and future outlook today, July 22, at 12:00 p.m. U.S. Eastern Time. Interested parties are encouraged to access the live webcast by clicking the microphone icon located near the top of the opening page of the Prologis Investor Relations website (http://ir.prologis.com). Interested parties also can participate via conference call by dialing +1 877-256-7020 (from the U.S. and Canada toll free) or +1 973-409-9692 (from all other countries) and entering conference code 48765449.
A telephonic replay will be available from July 23 through August 23 at +1 855-859-2056 (from the U.S. and Canada) or +1 404-537-3406 (from all other countries), and entering conference code 48765449. The webcast replay will be posted when available in the Events & Presentations section of Investor Relations on the Prologis website.
ABOUT PROLOGIS
Prologis, Inc., is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of June 30, 2014, Prologis owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 571 million square feet (53 million square meters) in 21 countries. The company leases modern distribution facilities to more than 4,700 customers, including manufacturers, retailers, transportation companies, third-party logistics
providers and other enterprises.
The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis operates, managements beliefs and assumptions made by management. Such statements involve
Prologis © 2014 2
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uncertainties that could significantly impact Prologis financial results. Words such as expects, anticipates, intends, plans, believes, seeks, estimates, variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of properties, disposition activity, general conditions in the geographic areas where we operate, our debt and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, dispositions and development of properties, (v) maintenance of real estate investment trust (REIT) status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments in our co-investment ventures and funds, including our ability to establish new co-investment ventures and funds, (viii) risks of doing business internationally, including currency risks, (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by Prologis under the heading Risk Factors. Prologis undertakes no duty to update any forward-looking statements appearing in this document.
MEDIA CONTACTS
Tracy Ward, Tel: +1 415 733 9565, tward@prologis.com, San Francisco Atle Erlingsson, Tel: +1 415 733 9495, aerlingsson@prologis.com, San Francisco
Prologis © 2014 3
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Highlights Company Profile Second Quarter 2014
Prologis is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of June 30, 2014, Prologis owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects totaling 571 million square feet (53 million square meters) in 21 countries. These properties are leased to more than 4,700 customers, including third-party logistics providers, transportation companies, retailers, manufacturers and other enterprises.
AMERICAS (4 countries)
EUROPE (14 countries)
ASIA (3 countries)
TOTAL
Number of operating portfolio buildings
2,180
631
72
2,883
Operating Portfolio (msf) 355 147 31 533 Development Portfolio (msf) 15 4 9
28
Other (msf) (A)
6 |
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3 |
|
1 |
|
10
Total (msf)
376
154 41 571 Development portfolio TEI (millions) $1,140
$441
$
856
$2,437
Land (acres)
6,961
2,887
200
10,048
Land book value (millions)
$980
$620
$153 $1,753
(A) Generally represents properties in which Prologis has an ownership interest but does not manage (6 msf) and other properties owned by Prologis (4 msf), which includes value added properties (4 msf). Prologis © 2014 4
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Highlights
Company Performance
Second Quarter 2014
Three months ended June 30, Six months ended June 30,
(dollars in thousands, except per share data) 2014 2013 2014 2013
Revenues $ 460,089 $ 410,693 $ 894,771 $ 890,664 Net earnings (loss) attributable to common stockholders 72,715 (1,517) 77,381 263,899 Core FFO 244,275 203,337 461,830 391,274 Core AFFO 199,662 142,229 371,015 288,290 Adjusted EBITDA 374,039 336,352 728,132 680,981 Value creation from development stabilization - Prologis share 82,218 14,895 132,725 82,307 Common stock dividends paid 166,639 141,083 333,328 271,836
Per common share - diluted:
Net earnings attributable to common stockholders $ 0.13 $ 0.00 $ 0.15 $ 0.55 Core FFO 0.48 0.41 0.91 0.82 Dividends per share 0.33 0.28 0.66 0.56
Core FFO and Value Creation from Development Adjusted EBITDA
Stabilization (in millions) (in millions)
$500 $500
$400 $372 $400 $355 $367 $354 $374
$340 $336
$326
$300 $268 $300
$218
$200 $200
$100 $100
$- $-
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
Core FFO
Value Creation from Development Stabilization - Prologis Share
Prologis © 2014 5
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(in millions)
Core FFO
$900 $814 $813
$594 $600 $462
$300
$-
2011 2012 2013 YTD 2014
Value Creation from Development Stabilizations (A)
$450 $372
$300 $150 $-
$14 $148
2011 2012 2013
$133 YTD 2014
Highlights
Company Performance
Second Quarter 2014
Adjusted EBITDA
$1,600
$1,514
$1,485
$1,384
$1,200
$800 $728
$400
$-
2011 2012 2013 YTD 2014
Net Promote (B) $32 $25 $24
$15 $16
$8
$- $- $-
2011 2012 2013 YTD 2014
(A) Prologis share.
(B) Net promote includes actual promote earned from third party investors during the period, net of related expenses. Prologis © 2014 6
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Highlights
Operating Performance Owned and Managed
Second Quarter 2014
Occupancy Weighted Average Customer Retention
100% 90% 86.8
84.6 84.6 84.8
80.8
95.1 94.6
94.5
95% 93.7 93.9 94.3 94.2 94.2 80%
93.3 93.4
90% 70%
85% 60%
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
Period End Average
Net Effective Rent Change (GAAP) Same Store NOI Change Over Prior Year
6% 5.3
8%
7.0
6.6 5%
6.1 4.1
5.9 3.8
4% 3.0
3.0
3% 2.7
4.0
4% 1.8
2% 1.4
1% 0.7
0%
0% -1% -0.4
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
NOI- GAAP NOI- Adjusted Cash
Prologis © 2014 7
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Highlights
Guidance
(dollars in millions, except per share) Second Quarter 2014
2014 Guidance
Low High
Net earnings (A) $0.20 $0.24
Core FFO (A) $1.82 $1.86
Operations
Year-end occupancy 95.2% 95.8%
Same store NOI - GAAP increase 3.25% 3.75%
Capital Deployment
Development starts (85% Prologis share) $2,000 $2,300
Building acquisitions (45% Prologis share) $1,300 $1,600
Building and land dispositions (90% Prologis share) $1,300 $1,600
Building contributions (55% Prologis share) $1,600 $1,800
Strategic Capital
Strategic capital income $220 $225
Strategic capital expenses $100 $105
Other Assumptions
General & administrative expenses $238 $243
Annualized second quarter 2014 dividend $1.32
Euro exchange rate ($/€) 1.35
Yen exchange rate (¥/$) 105
(A) The difference between Core FFO and Net Earnings predominately relates to real estate depreciation and gains or losses on real estate transactions and early extinguishment of debt.
Prologis © 2014 8
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Financial Information
Consolidated Balance Sheets
Second Quarter 2014
(in thousands)
June 30, 2014
March 31, 2014
December 31, 2013
Assets:
Investments in real estate assets: Operating properties $ 16,629,000 $ 17,948,473 $ 17,801,064 Development portfolio 1,119,075 1,051,716 1,021,017 Land 1,579,737 1,544,242 1,516,166 Other real estate investments 454,111
494,359
486,230
19,781,923
21,038,790 20,824,477 Less accumulated depreciation 2,648,866 2,698,043 2,568,998
Net investments in properties
17,133,057
18,340,747
18,255,479
Investments in and advances to unconsolidated entities
5,575,423
4,687,922
4,430,239
Notes receivable backed by real estate and other assets
-
191,703
192,042
Net investments in real estate
22,708,480
23,220,372
22,877,760
Cash and cash equivalents
267,427
188,886
491,129 Accounts receivable 123,961 114,880 128,196 Other assets 1,031,694 1,131,010 1,075,222 Total assets $ 24,131,562 $ 24,655,148 $ 24,572,307 Liabilities and Equity: Liabilities: Debt $ 8,529,453 $ 8,870,635 $ 9,011,216 Accounts payable, accrued expenses, and other liabilities 1,325,259 1,291,270 1,384,638 Total liabilities 9,854,712 10,161,905 10,395,854 Equity: Stockholders equity: Preferred stock 78,235 100,000 100,000 Common stock 4,998 4,997 4,988 Additional paid-in capital 18,062,370 18,005,321 17,974,452 Accumulated other comprehensive loss (385,248) (444,594) (435,675) Distributions in excess of net earnings (4,188,611) (4,094,689) (3,932,664) Total stockholders equity 13,571,744 13,571,035 13,711,101 Noncontrolling interests 657,411 874,576 417,086 Noncontrolling interestslimited partnership unitholders 47,695 47,632 48,266 Total equity 14,276,850 14,493,243 14,176,453 Total liabilities and equity $ 24,131,562 $ 24,655,148 $ 24,572,307 Prologis © 2014 9
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Financial Information Pro-rata Balance Sheet Information Second Quarter 2014 (in thousands) Plus Prologis Investors Share of Less Non Share of Prologis Prologis Total Total Owned Controlling Unconsolidated Consolidated Share Unconsolidated Consolidated and Managed Pro-rata Balance Sheet Information as of Interest Co-Investment Ventures Ventures June 30, 2014 Ventures Assets: Investments in real estate assets: Gross operating properties $ 16,629,000 $ (507,043) $ 8,487,804 $ 24,609,761 $ 17,010,833 $ 507,043 $ 42,127,637 Other real estate 3,152,923 (17,875) 119,862 3,254,910 314,412 17,875 3,587,197 Accumulated depreciation (2,648,866) 11,148 (668,897) (3,306,615) (1,255,866) (11,148) (4,573,629) Net investments in properties 17,133,057 (513,770) 7,938,769 24,558,056 16,069,379 513,770 41,141,205
Investments in unconsolidated co-investment ventures
5,400,293
(80,154)
(5,320,139)
-
-
80,154
80,154
Investments in other unconsolidated ventures
175,130
(2,868)
-
172,262
-
2,868
175,130
Other assets
1,423,082
(154,438)
363,050
1,631,694
1,054,931 154,438 2,841,063 Total assets $ 24,131,562 $ (751,230) $ 2,981,680 $ 26,362,012 $ 17,124,310 $ 751,230 $ 44,237,552 Liabilities and Equity: Liabilities: Debt $ 8,529,453 $ (8,751) $ 2,375,562 $ 10,896,264 $ 5,469,657 $ 8,751 $ 16,374,672 Other liabilities 1,325,259 (37,373) 606,118 1,894,004 1,077,391 37,373 3,008,768 Total liabilities 9,854,712 (46,124)
2,981,680 12,790,268 6,547,048 46,124 19,383,440 Equity: Stockholders / partners equity 13,571,744 - - 13,571,744 10,577,262 705,106 24,854,112 Noncontrolling interests 705,106 (705,106) - - - - - Total equity 14,276,850 (705,106) - 13,571,744 10,577,262 705,106 24,854,112 Total liabilities and equity $ 24,131,562 $ (751,230) $ 2,981,680 $
26,362,012
$
17,124,310
$
751,230
$ 44,237,552
Prologis © 2014 10
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Financial Information
Consolidated Statements of Operations
(in thousands, except per share amounts) Second Quarter 2014
Three Months Ended Six Months Ended
June 30, June 30,
Revenues:
Rental income
Strategic capital income
Development management and other income
Total revenues
Expenses:
Rental expenses
Strategic capital expenses
General and administrative expenses
Depreciation and amortization
Other expenses
Total expenses
Operating income
Other income (expense):
Earnings from unconsolidated entities, net
Interest expense
Gains on acquisitions and dispositions of investments in real estate, net
Foreign currency and derivative gains (losses), related amortization and interest and other income (expenses), net
Losses on early extinguishment of debt, net
Total other income (expense)
Earnings (loss) before income taxes
Income tax expense (benefit) - current and deferred
Earnings (loss) from continuing operations
Discontinued operations:
Income attributable to disposed properties and assets held for sale
Net gains on dispositions, including taxes
Total discontinued operations
Consolidated net earnings (loss)
Net loss (earnings) attributable to noncontrolling interests
Net earnings attributable to controlling interests
Preferred stock dividends
Loss on preferred stock redemption
Net earnings (loss) attributable to common stockholders
Weighted average common shares outstanding - Diluted
Net earnings per share attributable to common stockholders - Diluted
2014
$ 381,273
76,334
2,482
460,089
109,576
27,837
60,375
161,577
5,450
364,815
95,274
21,151
(80,184)
169,583
15,246
(77,558)
48,238
143,512
(8,918)
152,430
-
-
-
152,430
(71,250)
81,180
(1,948)
(6,517)
$ 72,715
516,619
$ 0.13
2013
$ 363,956
43,608
3,129
410,693
109,837
25,006
54,909
155,656
6,771
352,179
58,514
8,421
(92,214)
61,035
(3,252)
(32,608)
(58,618)
(104)
20,488
(20,592)
2,140
13,467
15,607
(4,985)
7,284
2,299
(3,816)
-
$ (1,517)
487,925
$ 0.00
2014
$ 769,513
121,644
3,614
894,771
220,093
52,000
123,578
321,857
10,503
728,031
166,740
50,897
(165,707)
186,638
1,112
(77,285)
(4,345)
162,395
(2,038)
164,433
-
-
-
164,433
(76,452)
87,981
(4,083)
(6,517)
$ 77,381
504,560
$ 0.15
2013
$ 808,100
77,243
5,321
890,664
240,191
44,915
111,106
327,776
11,124
735,112
155,552
33,189
(206,854)
399,880
9,259
(49,959)
185,515
341,067
72,354
268,713
3,933
19,301
23,234
291,947
(4,819)
287,128
(14,121)
(9,108)
$ 263,899
480,009
$ 0.55
Prologis © 2014 11
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Financial Information Reconciliations of Net Earnings (Loss) to FFO Second Quarter 2014 (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2014 2013 2014 2013 Reconciliation of net earnings (loss) to FFO Net earnings (loss) attributable to common stockholders $ 72,715 $ (1,517) $ 77,381 $ 263,899 Add (deduct) NAREIT defined adjustments: Real estate related depreciation and amortization 155,842 149,920 310,337 315,791 Net gains on non-FFO acquisitions and dispositions
(140,042) (4,701) (149,587) (102,012) Reconciling items related to noncontrolling interests 59,945 (719) 53,744 (3,660) Our share of reconciling items included in earnings from unconsolidated co-investment ventures 49,737 37,250 91,453 51,881 Our share of reconciling items included in earnings from other unconsolidated ventures 1,734 681 3,084 11,533 Subtotal-NAREIT defined FFO 199,931 180,914 386,412 537,432 Add (deduct) our defined adjustments: Unrealized foreign currency and derivative losses (gains) and related amortization, net (10,035) 8,133 18,075 7,495 Deferred income tax benefit (21,446) (4,350) (20,415) (2,216) Our share of reconciling items included in earnings from unconsolidated co-investment ventures (4,089) 17,541 (3,860) 17,327 FFO, as defined by Prologis 164,361 202,238 380,212 560,038 Adjustments to arrive at Core FFO: Net gains on acquisitions and dispositions of investments in real estate, net of expenses (23,245) (33,806) (28,903) (226,222) Losses on early extinguishment of debt and redemption of preferred stock, net 84,075 32,608 83,802 59,067 Our share of reconciling items from unconsolidated entities less third party share of consolidated entities 19,084 2,297 26,719 (1,609) Core FFO $ 244,275 $ 203,337 $ 461,830 $ 391,274 Adjustments to arrive at Core Adjusted FFO (Core AFFO), including our share of unconsolidated entities less third party share of consolidated entities: Straight-lined rents and amortization of lease intangibles (6,483) (4,906) (15,059) (12,790) Property improvements (15,899) (19,318) (27,041) (33,606) Tenant improvements (20,707) (27,353) (40,779) (47,741) Leasing commissions (12,376) (19,224) (27,936) (32,624) Amortization of management contracts 1,092 1,393 2,397 3,008 Amortization of debt premiums, net, and financing costs (1,259) (3,839) (3,528) (10,841)
Cash received (paid) on net investment hedges
(2,729)
(1,073)
(7,855)
4,311
Stock compensation expense
13,748
13,212
28,986
27,299
Core AFFO
$ 199,662
$
142,229
$
371,015
$
288,290
Common stock dividends
$ 166,639 $ 141,083 $
333,328
$
271,836
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Financial Information
Pro-rata Operating Information and Reconciliation to FFO
(in thousands) Second Quarter 2014
Plus Prologis
Less Non Share of Investors Share of Total
Prologis Prologis
Controlling Unconsolidated Owned and
Consolidated Total Share
Interest Co-Investment Unconsolidated Consolidated Managed
Ventures Ventures Ventures
Pro-rata Operating Information for
Three Months Ended June 30, 2014
Revenues:
Rental income
Strategic capital income
Development management and other income
Total revenues
Expenses:
Rental expenses
Strategic capital expenses
General and administrative expenses
Depreciation and amortization
Other expenses
Total expenses
Operating income
Earnings from unconsolidated co-investment ventures, net
Earnings from other unconsolidated joint ventures, net
Interest expense
Gains on acquisitions and dispositions of investments in real estate, net
Foreign currency and derivative gains (losses), related amortization
and other income (expenses), net
Losses on early extinguishment of debt, net
Income tax expense (benefit)
Consolidated net earnings
Net earnings attributable to noncontrolling interests
Preferred stock dividends
Loss on preferred stock redemption
Net earnings (loss) attributable to common stockholders
Add (deduct) adjustments to arrive at FFO, as defined by Prologis:
Real estate related depreciation and amortization
Net gains on non-FFO acquisitions and dispositions
Unrealized foreign currency and derivative losses (gains) and related amortization, net
Deferred income tax expense (benefit)
Reconciling items related to noncontrolling interests
Our share of reconciling items included in earnings from
unconsolidated co-investment ventures
Our share of reconciling items included in earnings from other unconsolidated ventures
FFO, as defined by Prologis
Adjustments to arrive at Core FFO:
Net gains on acquisitions and dispositions of
investments in real estate, net of expenses
Losses on early extinguishment of debt and redemption of preferred stock, net
Our share of reconciling items from unconsolidated entities
less third party share of consolidated entities
Core FFO
$ 381,273 $ (17,127) $ 159,623 $ 523,769 $ 341,060 $ 17,127 $ 881,956
76,334 - 602 76,936 602 - 77,538
2,482 73 (40) 2,515 (71) (73) 2,371
460,089 (17,054) 160,185 603,220 341,591 17,054 961,865
109,576 (3,745) 36,995 142,826 80,998 3,745 227,569
27,837 - - 27,837 - - 27,837
60,375 (1,092) 9,880 69,163 22,271 1,092 92,526
161,577 (6,565) 53,745 208,757 117,419 6,565 332,741
5,450 (52) 20,806 26,204 26,210 52 52,466
364,815 (11,454) 121,426 474,787 246,898 11,454 733,139
95,274 (5,600) 38,759 128,433 94,693 5,600 228,726
21,054 (887) (20,167) - - 887 887
97 - - 97 - - 97
(80,184) 1,450 (22,052) (100,786) (52,564) (1,450) (154,800)
169,583 (54,962) 4,050 118,671 10,312 54,962 183,945
15,246 239 703 16,188 1,257 (239) 17,206
(77,558) (213) (648) (78,419) (1,177) 213 (79,383)
8,918 (11,277) (645) (3,004) (309) 11,277 7,964
152,430 (71,250) - 81,180 52,212 71,250 204,642
(71,250) 71,250 - - - - -
(1,948) - - (1,948) - - (1,948)
(6,517) - - (6,517) - - (6,517)
72,715 - - 72,715 52,212 71,250 196,177
155,842 (6,565) 53,745 203,022 117,419 6,565 327,006
(140,042) 54,977 (4,008) (89,073) (10,071) (54,977) (154,121)
(10,035) 9 (146) (10,172) (574) (9) (10,755)
(21,446) 11,524 (3,943) (13,865) (6,153) (11,524) (31,542)
59,945 (59,945) - - - - -
45,648 - (45,648) - - - -
1,734 - - 1,734 - - 1,734
164,361 - - 164,361 152,833 11,305 328,499
(23,245) (4) 18,227 (5,022) 22,601 4 17,583
84,075 213 648 84,936 1,176 (213) 85,899
19,084 (209) (18,875) - - - -
$ 244,275 $ - $ - $ 244,275 $ 176,610 $ 11,096 $ 431,981
Prologis © 2014 13
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Financial Information
EBITDA Reconciliation
(in thousands) Second Quarter 2014
Three Months Ended Six Months Ended
June 30, June 30,
Reconciliation of net earnings (loss) to Adjusted EBITDA
Net earnings (loss) attributable to common stockholders
Net gains on acquisitions and dispositions of investments in real estate, net
Depreciation and amortization
Interest expense
Losses on early extinguishment of debt
Current and deferred income tax expense (benefit), net
Pro forma adjustments
Net earnings attributable to noncontrolling interest
Preferred stock dividends and loss on preferred stock redemption
Unrealized foreign currency and derivative losses (gains) and related amortization, net
Stock compensation expense
Acquisition expenses
Adjusted EBITDA, consolidated
Our share of reconciling items from unconsolidated entities less third party share of consolidated entities:
Net gains on dispositions of investments in real estate, net
Depreciation and amortization
Interest expense
Losses on early extinguishment of debt
Current income tax expense
Unrealized losses (gains), derivative losses (gains) and deferred income tax expense (benefit), net
Acquisition expenses
Adjusted EBITDA
2014 2013 2014 2013
$ 72,715 $ (1,517) $ 77,381 $ 263,899
(169,583) (74,502) (186,638) (419,181)
161,577 155,656 321,857 327,776
80,184 92,214 165,707 206,854
77,558 32,608 77,285 49,959
(8,918) 20,488 (2,038) 72,354
(4,467) 6,202 (3,975) (15,802)
- (7,284) - 4,819
8,465 3,816 10,600 23,229
(10,035) 8,133 18,075 7,495
13,748 16,212 28,986 30,299
1,703 - 2,203 -
222,947 252,026 509,443 551,701
50,912 (1,394) 42,106 (8,284)
48,193 41,282 93,778 69,560
20,940 23,640 38,491 45,205
861 340 221 529
4,447 2,917 9,895 4,943
7,444 17,541 7,673 17,327
18,295 - 26,525 -
$ 374,039 $ 336,352 $ 728,132 $ 680,981
Prologis © 2014 14
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Accounting Next Promote
Co-Investment Ventures (A) Type Established Method Region Ow nership Structure Opportunity
Americas:
Prologis U.S. Logistics Venture Core 2014 Consolidated US 55.0% Open end Q4 2016 (B)
Prologis Targeted U.S. Logistics Fund Core 2004 Unconsolidated US 25.8% Open end Q2 2017 (B)
Prologis North American Industrial Fund Core 2006 Unconsolidated US 41.9% Open end Q1 2015 (B)
FIBRA Prologis Core 2014 Unconsolidated Mexico 45.0% Public, Mexican Exchange Q2 2015 (C)
Prologis Brazil Logistics Partners Fund I (D) Development 2010 Unconsolidated Brazil various Closed end Q4 2017
Europe:
Prologis Targeted Europe Logistics Fund Core 2007 Unconsolidated Europe 43.4% Open end Q3 2016 (B)
Prologis European Properties Fund II Core 2007 Unconsolidated Europe 31.5% Open end Q3 2016 (B)
Europe Logistics Venture 1 Core 2011 Unconsolidated Europe 15.0% Open end Q4 2015 (B)
Prologis European Logistics Partners Core 2013 Unconsolidated Europe 50.0% Open end Q4 2015 (B)
Asia:
Nippon Prologis REIT Core 2013 Unconsolidated Japan 15.1% Public, Tokyo Exchange n/a
Prologis China Logistics Venture Core/Development 2011 Unconsolidated China 15.0% Closed end Q1 2018
Unconsolidated Co-Investment Ventures (E): Prologis Share
Second Qtr GBV of Second Qtr Annualized Net Tangible Prologis
(in thousands) Sq Ft NOI Operating Bldgs Debt NOI Pro forma Debt Other Assets Investment
Prologis Targeted U.S. Logistics Fund 48,618 $ 61,615 $ 4,490,377 $ 1,616,016 $ 15,872 $ 63,488 $ 416,286 $ 4,339 $ 759,579
Prologis North American Industrial Fund 45,902 42,035 2,838,968 1,110,653 17,608 70,432 465,252 10,509 474,838
FIBRA Prologis (F) 29,753 29,990 1,607,636 607,808 13,490 53,960 273,392 84,489 580,941
Brazil Fund and joint ventures 4,689 11,917 445,546 - 1,550 6,200 - 17,960 252,013
Americas 128,962 145,557 9,382,527 3,334,477 48,520 194,080 1,154,930 117,297 2,067,371
Prologis Targeted Europe Logistics Fund 14,208 26,275 1,866,436 466,120 11,393 45,572 202,109 25,641 503,768
Prologis European Properties Fund II 63,635 87,839 5,780,230 2,008,609 27,622 110,488 631,908 23,969 577,611
Europe Logistics Venture I 5,073 8,739 444,959 - 1,311 5,244 - 4,127 65,374
Prologis European Logistics Partners 54,886 73,771 4,181,098 229,037 36,886 147,544 114,519 18,345 1,822,642
Europe 137,802 196,624 12,272,723 2,703,766 77,212 308,848 948,536 72,082 2,969,395
Nippon Prologis REIT (F) 18,508 48,388 3,548,040 1,559,871 7,312 29,248 235,697 15,393 319,599
Prologis China Logistics Venture 5,045 5,279 295,347 247,105 792 3,168 37,066 12,577 43,928
Asia 23,553 53,667 3,843,387 1,806,976 8,104 32,416 272,763 27,970 363,527
Total 290,317 $ 395,848 $ 25,498,637 $ 7,845,219 $ 133,836 $ 535,344 $ 2,376,229 $ 217,349 $ 5,400,293
(A) The information presented excludes the co-investment ventures Prologis DFS Fund I and Prologis Mexico Fondo Logistico, due to the investment size of these ventures. (B) Promote opportunity is every three years.
(C) Promote opportunity is every year.
(D) We have a 50% ownership interest in and consolidate an entity that in turn has an ownership interest in various entities that are accounted for on the equity method (Brazil Fund). We also have other Brazil joint ventures that we account for using the equity method. Prologis share in these Brazil entities is reflected at our effective economic ownership.
(E) Values represent Prologis adjusted basis and may not be comparable to values reflected in the entities stand alone financial statements calculated on a different basis.
(F) Throughout this document, we use the most recent public information for this co-investment venture. If the co-investment venture acquires properties during the period that is reported, we estimate the entire quarter of NOI based on the results of the properties while owned by Prologis.
Strategic Capital
Summary and Financial Highlights
Second Quarter 2014
Prologis © 2014
15
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Strategic Capital
Operating and Balance Sheet Information
Second Quarter 2014
(dollars in thousands)
Americas
Europe
Asia
Total
FFO and Net Earnings (Loss) of the Unconsolidated Co-Investment Ventures, Aggregated (A)(B)
For the Three Months Ended June 30, 2014
Rental income
$ 178,692
$ 252,260
$
69,731
$
500,683
Rental expenses
(46,442)
(55,496)
(16,055)
(117,993)
Net operating income from properties
132,250
196,764
53,676
382,690
Other income (expense), net
2,012
(161)
(5,424)
(3,573)
General and administrative expenses
(11,708)
(11,996)
(8,447)
(32,151)
Interest expense
(39,953)
(27,939)
(6,724)
(74,616)
Current income tax expense
(1,168)
(9,411)
(471)
(11,050)
Core FFO
81,433
147,257
32,610
261,300
Acquisition expenses, gains(losses) on dispositions of investments in real estate and early extinguishment of debt, net
(37,161)
(5,420)
(71) |
|
(42,652)
FFO, as defined by Prologis
44,272
141,837
32,539
218,648
Real estate related depreciation and amortization
(68,290)
(86,165)
(16,709)
(171,164)
Foreign currency exchange and derivative gains (losses), net
19
(151)
852
720
Gains (losses) on dispositions of investments in real estate, net
14,093
(14) |
|
-
14,079
Deferred tax benefit (expense), net
162
10,117
(183)
10,096
Net earnings (loss)
$ (9,744)
$ 65,624
$
16,499
$
72,379
Prologis Share of Core FFO and Net Earnings (Loss) of the Unconsolidated Co-Investment Ventures (A)
For the Three Months Ended June 30, 2014
Core FFO, from unconsolidated co-investment ventures, net
$ 22,165
$ 58,544
$
4,868
$
85,577
Fees earned by Prologis
47,230
19,453
9,410
76,093
Total Core FFO recognized by Prologis, net
$ 69,395
$ 77,997
$
14,278
$
161,670
Prologis share of the unconsolidated co-investment ventures net earnings (loss)
$ (8,526)
$ 26,742
$
2,838
$
21,054
Fees earned by Prologis
47,230
19,453
9,410
76,093
Total earnings recognized by Prologis, net
$ 38,704
$ 46,195
$
12,248
$
97,147
Condensed Balance Sheet of the Unconsolidated Co-Investment Ventures, Aggregated (A)(B)
As of June 30, 2014
Operating industrial properties, before depreciation
$ 9,382,528
$ 12,272,723
$
3,843,386
$
25,498,637
Accumulated depreciation
(916,975)
(923,216)
(84,572)
(1,924,763)
Properties under development and land
254,861
12,459
166,954
434,274
Other assets
729,615
873,940
343,922
1,947,477
Total assets
$ 9,450,029
$ 12,235,906
$
4,269,690
$
25,955,625
Third party debt
3,334,477
2,703,766
1,806,976
7,845,219
Other liabilities
249,688
1,191,891
241,930
1,683,509
Total liabilities
$ 3,584,165
$ 3,895,657
$
2,048,906
$
9,528,728
Weighted average ownership
27.7%
38.7%
15.0%
30.7%
(A) Includes the unconsolidated co-investment ventures listed on the previous page.
(B) Represents the entire entity, not our proportionate share. Prologis © 2014 16
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Operations Overview
Operating Metrics Owned and Managed
Second Quarter 2014
Period Ending Occupancy by Division
100%
96.4
96.7
96.3
94.2
95.5
95.2
95.4
95.1
95.6
95.1
94.5
94.6
95%
93.7
93.1
93.1
93.6
93.7
93.9
92.3
92.6
90%
85%
Q2 13 Q3 13
Q4 13
Q1 14
Q2 14
Q2 13
Q3 13
Q4 13
Q1 14
Q2 14
Q2 13
Q3 13
Q4 13
Q1 14
Q2 14
Q2 13
Q3 13
Q4 13
Q1 14
Q2 14
Americas
Europe
Asia
Total
Leasing Activity
Q2 2013
Q3 2013
Q4 2013
Q1 2014
Q2 2014
Square feet of leases signed:
Operating portfolio:
Renewals
24,148
23,355
27,422
23,307
20,108
New leases
9,713
7,483
11,551
8,292
8,908
Total operating portfolio
33,861
30,838
38,973
31,599
29,016
Properties under development
2,389
5,253
4,763
2,130
2,352
Total square feet of leases signed
36,250
36,091
43,736
33,729
31,368
Average term of leases signed (months)
49
59
44
40
45
Net effective rent change (GAAP)
4.0%
6.1%
5.9%
7.0%
6.6%
Prologis © 2014 17
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Operations Overview
Operating Metrics Owned and Managed
Second Quarter 2014
(in thousands, except for percentages and per square foot)
Capital Expenditures Incurred
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
Property improvements $ 25,046 $ 35,668 $ 44,020 $ 19,347 $ 25,690
Tenant improvements 34,915 32,213 36,116 27,208 28,570
Leasing commissions 26,827 17,992 26,450 20,378 19,143
Total turnover costs 61,742 50,205 62,566 47,586 47,713
Total capital expenditures $ 86,788 $ 85,873 $ 106,586 $ 66,933 $ 73,403
Trailing four quarters - % of gross NOI 14.8% 14.9% 14.5% 14.4% 13.5%
Weighted average ownership percent 75.9% 79.1% 73.3% 69.9% 66.7%
Prologis share $ 65,895 $ 67,949 $ 78,153 $ 46,774 $ 48,982
Same Store Information
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
Square feet of population 508,242 494,941 489,808 505,644 496,858
Average occupancy 93.3% 93.5% 94.3% 94.1% 94.2%
Percentage change:
Rental income 1.4% 1.9% 0.8% 1.5% 3.1%
Rental expenses 3.5% 3.2% (4.2%) (2.1%) 1.3%
NOI - GAAP 0.7% 1.4% 2.7% 3.0% 3.8%
NOI - Adjusted Cash (0.4%) 1.8% 3.0% 4.1% 5.3%
Average occupancy 1.9% 0.9% 0.7% 1.3% 1.1%
Turnover Costs: per Square Foot ($) and per Value of Lease (%)
$ 1.80 9.0 10%
7.8 8.2 8.1
$ 1.60 6.9 $1.57 8%
$1.48
$ 1.41 $1.41 6%
$ 1.40
4%
$ 1.20
2%
$ 1.00 0%
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
Property Improvements per Square Foot
$ 0.08
$ 0.08
$0.07
$ 0.06 $0.06 $ 0.06 $0.06 $ 0.06
$ 0.06
$ 0.05 $ 0.05
$0.04
$ 0.04
$ 0.02
Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014
$ per square foot trailing four quarters
Prologis © 2014 18
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Operations Overview
Operating Portfolio Square Feet, Occupied and Leased
(square feet in thousands)
Second Quarter 2014
# of Buildings Square Feet Occupied % Leased %
Owned and Owned and Prologis Share % of Owned and Prologis Owned and Prologis
Managed Managed Sq Ft (%) Total Managed Share Managed Share
Global Markets
U.S.
Atlanta 118 15,358 12,629 82.2 3.7 90.7 91.8 90.7 91.8
Baltimore/Washington 69 8,206 5,687 69.3 1.7 99.2 98.9 99.2 98.9
Central Valley 24 9,986 8,595 86.1 2.5 96.6 98.4 96.6 98.4
Central & Eastern PA 30 14,925 10,627 71.2 3.1 98.5 98.3 98.5 98.3
Chicago 208 35,019 28,034 80.1 8.2 93.1 94.7 93.1 94.7
Dallas/Ft. Worth 159 24,827 20,521 82.7 6.0 94.5 94.4 94.7 94.4
Houston 93 11,355 8,103 71.4 2.4 98.1 98.4 98.4 98.8
New Jersey/New York City 139 21,118 15,621 74.0 4.6 96.2 96.0 96.5 96.2
San Francisco Bay Area 233 19,085 15,827 82.9 4.6 94.9 94.4 95.0 94.5
Seattle 79 10,598 5,169 48.8 1.5 94.9 95.8 95.0 95.8
South Florida 91 10,637 7,509 70.6 2.2 95.1 93.9 95.1 93.9
Southern California 304 58,069 46,899 80.8 13.7 96.3 96.3 96.7 96.7
Canada 19 6,384 5,399 84.6 1.6 98.3 98.0 98.3 98.0
Mexico
Guadalajara 27 5,876 2,828 48.1 0.8 97.8 97.9 97.8 97.9
Mexico City 49 10,894 5,383 49.4 1.6 95.8 96.2 95.8 96.2
Monterrey 22 3,413 1,535 45.0 0.4 90.7 90.7 92.3 92.3
Brazil 13 4,689 644 13.7 0.2 97.8 96.0 97.8 96.0
Americas total 1,677 270,439 201,010 74 .3 58 .8 95 .5 95 .7 95 .7 95 .8
Belgium 12 2,497 1,255 50.3 0.4 96.3 92.7 96.3 92.7
Czech Republic 30 7,066 3,253 46.0 1.0 92.1 92.3 93.8 94.1
France 130 31,661 14,078 44.5 4.1 91.4 89.8 92.4 90.6
Germany 94 20,140 7,813 38.8 2.3 96.7 96.3 96.7 96.3
Italy 27 8,378 4,630 55.3 1.3 86.1 78.9 86.1 78.9
Netherlands 64 13,743 5,339 38.8 1.6 94.9 95.0 94.9 95.0
Poland 99 21,609 9,373 43.4 2.7 90.2 89.1 90.8 89.7
Spain 26 7,125 3,483 48.9 1.0 86.8 88.6 86.8 88.6
United Kingdom 87 19,992 8,495 42.5 2.5 96.7 94.6 96.7 94.6
Europe total 569 132,211 57,719 43 .7 16 .9 92 .7 91.0 93 .2 91.4
China 31 7,239 2,951 40.8 0.9 96.3 95.2 96.3 95.2
Japan 36 23,008 7,297 31.7 2.1 95.2 91.3 95.4 91.3
Singapore 5 941 941 100.0 0.3 100.0 100.0 100.0 100.0
Asia total 72 31,188 11,189 35 .9 3 .3 95 .6 93 .0 95 .7 93 .1
Total global markets 2,318 433,838 269,918 62 .2 79 .0 94 .7 94 .6 94 .9 94 .8
Regional markets (A )
Columbus 27 8,244 6,760 82.0 2.0 92.9 91.4 93.8 92.4
Denver 27 4,491 3,960 88.2 1.1 99.1 99.0 100.0 100.0
Orlando 34 4,178 3,404 81.5 1.0 95.4 94.4 95.6 94.6
San Antonio 50 5,606 4,533 80.9 1.3 97.9 98.5 99.4 99.3
Nashville 38 6,230 5,472 87.8 1.6 99.2 99.1 99.2 99.1
Remaining other regional (15 markets) 319 58,170 37,108 63.8 10.9 94.3 94.0 94.9 94.5
Regional markets total 495 86,919 61,237 70 .5 17 .9 95 .1 94 .8 95 .7 95 .4
Other markets (11 markets) 70 12,429 10,465 84 .2 3 .1 90 .8 92 .1 90 .8 92 .1
Total operating portfolio - owned and managed 2,883 533,186 341,620 64 .1 100 .0 94 .6 94 .5 94 .9 94 .8
(A) Selected and ordered by Prologis share of Gross Book Value ($). Prologis © 2014 19
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Operations Overview
Operating Portfolio NOI and Gross Book Value
(dollars in thousands)
Second Quarter 2014
Second Quarter NOI Gross Book Value
Owned and Prologis Share ( A ) % of Owned and Prologis Share % of
Managed ( $) ( %) Total Managed ( $) ( %) Total
Global Markets
U.S.
Atlanta $ 9,924 $ 7,951 80.1 2.2 $ 690,914 $ 534,847 77.4 2.2
Baltimore/Washington 12,179 8,567 70.3 2.3 696,225 471,357 67.7 1.9
Central Valley 9,126 8,100 88.8 2.2 552,374 471,954 85.4 1.9
Central & Eastern PA 15,150 10,405 68.7 2.8 910,923 633,966 69.6 2.6
Chicago 25,581 19,507 76.3 5.3 2,112,235 1,631,381 77.2 6.7
Dallas/Ft. Worth 18,479 14,345 77.6 3.9 1,244,897 966,548 77.6 3.9
Houston 12,172 8,013 65.8 2.2 721,325 436,837 60.6 1.8
New Jersey/New York City 28,505 19,893 69.8 5.4 1,870,061 1,244,368 66.5 5.1
San Francisco Bay Area 28,851 22,935 79.5 6.3 1,956,347 1,617,569 82.7 6.6
Seattle 13,097 6,374 48.7 1.7 1,005,722 494,462 49.2 2.0
South Florida 14,188 9,598 67.6 2.6 1,057,923 780,749 73.8 3.2
Southern California 63,740 51,173 80.3 13.9 5,202,488 4,152,577 79.8 16.9
Canada 8,182 6,871 84.0 1.9 604,079 508,559 84.2 2.1
Mexico -
Guadalajara 6,817 4,214 61.8 1.1 306,421 149,049 48.6 0.6
Mexico City 11,108 6,237 56.1 1.7 709,194 357,013 50.3 1.5
Monterrey 3,623 1,011 27.9 0.3 193,349 86,968 45.0 0.4
Brazil 11,917 1,550 13.0 0.4 445,546 53,284 12.0 0.2
Americas total 292,639 206,744 70.6 56.2 20,280,023 14,591,488 72.0 59.6
Belgium 3,985 1,973 49.5 0.5 200,848 101,327 50.4 0.4
Czech Republic 8,434 3,886 46.1 1.0 525,911 231,460 44.0 0.9
France 40,663 17,151 42.2 4.7 2,611,174 1,121,418 42.9 4.6
Germany 31,313 11,987 38.3 3.3 1,847,852 702,827 38.0 2.9
Italy 8,501 4,257 50.1 1.2 533,465 293,580 55.0 1.2
Netherlands 22,035 8,675 39.4 2.4 1,264,121 495,189 39.2 2.0
Poland 20,779 8,857 42.6 2.4 1,479,067 604,465 40.9 2.5
Spain 8,885 4,514 50.8 1.2 577,442 289,553 50.1 1.2
United Kingdom 44,341 18,796 42.4 5.1 2,735,510 1,142,069 41.7 4.6
Europe total 188,936 80,096 42.4 21.8 11,775,390 4,981,888 42.3 20.3
China 6,267 1,780 28.4 0.5 368,704 117,659 31.9 0.5
Japan 56,187 15,110 26.9 4.1 4,213,507 1,201,576 28.5 4.9
Singapore 2,438 2,438 100.0 0.7 146,726 146,726 100.0 0.6
Asia total 64,892 19,328 29.8 5.3 4,728,937 1,465,961 31.0 6.0
-
Total global market s 546,467 306,168 56.0 83.3 36,784,350 21,039,337 57.2 85.9
Regional markets ( B ) -
Columbus 4,486 3,480 77.6 1.0 311,676 246,839 79.2 1.0
Denver 4,646 4,149 89.3 1.1 268,626 239,289 89.1 1.0
Orlando 3,882 2,983 76.8 0.8 282,633 224,122 79.3 0.9
San Antonio 5,189 4,232 81.6 1.2 261,436 204,690 78.3 0.8
Nashville 3,912 3,351 85.7 0.9 220,654 192,084 87.1 0.8
Remaining other regional (15 markets) 54,350 33,432 61.5 9.1 3,121,475 1,839,334 58.9 7.5
Regional markets total 76,465 51,627 67.5 14.1 4,466,500 2,946,358 66.0 12.0
Other markets (11 markets) 11,576 9,666 83.5 2.6 670,634 517,542 77.2 2.1
Total operating portfolio - owned and managed $ 634,50 8 $367,461 57.9 100.0 $41,921,484 $24,503,237 58.5 100.0
(A) Prologis share of NOI for the properties that were contributed to the co-investment ventures includes 100% of the NOI until the contribution date and then Prologis share subsequent to the contribution.
(B) Selected and ordered by Prologis share of Gross Book Value ($). Prologis © 2014 20
|
Operations Overview
Operating Portfolio Summary by Division
Second Quarter 2014
(square feet and dollars in thousands)
# o f B uildings
Square F eet
Occupied %
Leased %
Owned and
Owned and
P ro lo gis Share
% o f
Owned and
P ro lo gis
Owned and
P rologis
M anaged
M anaged
Sq F t
%
T o tal
M anaged
Share
M anaged
Share
Consolidated
Americas
1,377
226,365
219,776
97.1
64.3
95.7
95.7
95.9
95.9
Europe
49
11,382
11,382
100.0
3.3
77.0
77.0
78.2
78.2
Asia
26
7,635
7,635
100.0
2.3
91.1
91.1
91.1
91.1
Total operating portfolioconsolidated
1,452
245,382
238,793
97.3
69.9
94.7
94.7
94.9
94.9
Unconsolidated
Americas
803
128,372
45,627
35.5
13.4
94.9
94.8
95.2
95.1
Europe
582
135,879
53,646
39.5
15.7
93.9
93.6
94.4
94.1
Asia
46
23,553
3,554
15.1
1.0
97.1
97.1
97.2
97.2
Total operating portfoliounconsolidated
1,431
287,804
102,827
35.7
30.1
94.6
94.3
95.0
94.7
Total
Americas
2,180
354,737
265,403
74.8
77.7
95.4
95.5
95.6
95.7
Europe
631
147,261
65,028
44.2
19.0
92.6
90.7
93.2
91.3
Asia
72
31,188
11,189
35.9
3.3
95.6
93.0
95.7
93.1
Total operating portfolioowned and managed
2,883
533,186
341,620
64.1
100.0
94.6
94.5
94.9
94.8
Value added propertiesconsolidated
5 |
|
1,049
1,049
100.0
28.7
28.7
28.7
28.7
Value added propertiesunconsolidated
12
2,513
891
35.5
39.6
37.8
44.8
45.0
Total owned and managed
2,900
536,748
343,560
64.0
94.3
94.2
94.6
94.5
Seco nd Quarter N OI
Gro ss B o o k Value
Owned and
P ro lo gis Share (A )
% o f
Owned and
P ro lo gis Share
% o f
M anaged
$
%
T o tal
M anaged
$
%
Total
Consolidated
Americas
$216,847
$209,078
96.4
56.8
$14,934,816
$14,427,773
96.6
58.9
Europe
11,252
11,252
100.0
3.1
757,174
757,174
100.0
3.1
Asia
11,224
11,224
100.0
3.1
885,550
885,550
100.0
3.6
Total operating portfolioconsolidated
$239,323
$231,554
96.8
63.0
$16,577,540
$16,070,497
96.9
65.6
Unconsolidated
Americas
$145,450
$50,591
34.8
13.8
$9,351,056
$3,114,257
33.3
12.7
Europe
196,067
77,212
39.4
21.0
12,149,501
4,738,072
39.0
19.3
Asia
53,668
8,104
15.1
2.2
3,843,387
580,411
15.1
2.4
Total operating portfoliounconsolidated
$395,185
$135,907
34.4
37.0
$25,343,944
$8,432,740
33.3
34.4
Total
Americas
$362,297
$259,669
71.7
70.6
$24,285,872
$17,542,030
72.2
71.6
Europe
207,319
88,464
42.7
24.1
12,906,675
5,495,246
42.6
22.4
Asia
64,892
19,328
29.8
5.3
4,728,937
1,465,961
31.0
6.0
Total operating portfolioowned and managed
$634,508
$367,461
57.9
100.0
$41,921,484
$24,503,237
58.5
100.0
Value added propertiesconsolidated
137
137
100.0
51,460
51,460
100.0
Value added propertiesunconsolidated
663
224
33.8
154,693
55,064
35.6
Total owned and managed
$635,308
$367,822
57.9
$42,127,637
$24,609,761
58.4
(A) Prologis share of NOI for the properties that were contributed to the co-investment ventures includes 100% of the NOI until the contribution date and then Prologis share subsequent to the contribution. Prologis © 2014 21
|
Operations Overview
Customer Information Owned and Managed
(square feet and dollars in thousands) Second Quarter 2014
Top Customers Lease Expirations - Operating Portfolio - Ow ned and Managed
% of Annual Total Occupied Annual Base Rent
Year
Base Rent Square Feet Sq Ft $ % of Total Occupied Sq Ft $
1 DHL 2.1 10,959 Month to month 11,069 $ 48,705 1.6 $ 4.40
2 CEVA Logistics 1.4 6,899 2014 24,665 139,570 4.6 5.66
3 Kuehne + Nagel 1.3 6,017 2015 96,076 546,992 18.2 5.69
4 Geodis 1.2 6,053 2016 95,873 544,654 18.2 5.68
5 Amazon.com 1.0 4,659 2017 83,516 485,132 16.1 5.81
6 Wal-Mart Stores 1.0 4,904 2018 59,600 359,188 11.9 6.03
7 Home Depot 0.8 4,177 Thereafter 133,847 882,240 29.4 6.59
8 FedEx Corporation 0.8 2,333 Total 504,646 $ 3,006,481 100.0 $ 5.96
9 United States Government 0.7 1,482
10 Hitachi 0.7 2,062 Lease Expirations - Operating Portfolio - Prologis Share
Top 10 Customers 11.0 49,545 Occupied Annual Base Rent
Year
11 Tesco 0.6 2,508 Sq Ft $ % of Total Occupied Sq Ft $
12 DB Schenker 0.6 3,074 Month to month 7,945 $ 31,118 1.8 $ 3.92
13 PepsiCo 0.6 4,076 2014 15,855 83,401 4.6 5.26
14 ND Logistics 0.6 3,032 2015 61,405 324,900 18.3 5.29
15 Panasonic 0.6 1,678 2016 61,247 318,328 17.9 5.20
16 Panalpina 0.5 2,159 2017 53,286 286,152 16.1 5.37
17 Ingram Micro 0.5 3,023 2018 37,094 213,702 12.0 5.76
18 La Poste 0.5 1,619 Thereafter 86,152 520,202 29.3 6.04
19 Bayerische Motoren Werke AG (BMW) 0.5 2,273 Total 322,984 $ 1,777,803 100.0 $ 5.50
20 UPS 0.4 2,314
21 Nippon Express Group 0.4 1,328 Lease Expirations by Division - Operating Portfolio - Ow ned and Managed
22 LG 0.4 2,540 Division 2014 2015 2016 2017 2018 Thereafter Total
23 Schneider Electric 0.4 1,698 Americas 58.4% 59.8% 58.7% 60.0% 67.5% 55.0% 59.2%
24 Con-Way (Menlo Worldw ide Logistics) 0.4 2,700 Europe 28.8 31.9 28.9 30.1 27.2 32.9 30.6
25 UTi 0.4 2,287 Asia 12.8 8.3 12.4 9.9 5.3 12.1 10.2
Top 25 Customers 18.4 85,854 Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Prologis © 2014
22
|
Capital Deployment
Overview Owned and Managed
Second Quarter 2014
(in millions)
Development Starts (TEI)
Development Stabilizations
$2,000
$1,771
$2,000
$1,553
$1,600
$1,600
$1,401
$1,200
$1,017
$1,200
$800
$800
$772
$611
$635
$400
$400
$280
$-
$-
2011
2012
2013
YTD 2014
2011
2012
2013
YTD 2014
Value Creation
$26
$184
$426
$142
Building Acquisitions
Land Portfolio
$2,500
$1,200
$1,053
$2,040
$2,000
$1,894
$1,753
$1,585
$800
$1,500
$544
$508
$1,000
$400
$311
$500
$-
$-
2011
2012
2013
YTD 2014
12/31/2011
12/31/2012
12/31/2013
6/30/14
Americas Europe Asia
Prologis © 2014 23
|
Capital Deployment
Value Creation from Development Stabilization
Second Quarter 2014
(in thousands, except percent)
Q2 2014
YTD 2014
TEI
TEI
Leased % at Owned and
Prologis
Prologis
Leased % at Owned and
Prologis
Prologis
Square Feet
Start
Managed
Share ($)
Share (%)
Square Feet
Start
Managed
Share ($)
Share (%)
Americas
U.S.
Central
936
0.0
$ 47,782
$ 47,782
100.0
2,876
67.5
$ 122,050
$ 122,050
100.0
East
79
100.0
9,198
9,198
100.0
290
100.0
30,136
30,136
100.0
Northw est
-
-
-
-
-
-
-
-
-
-
Southw est
1,613
20.2
100,523
100,523
100.0
1,613
20.2
100,523
100,523
100.0
Canada
-
-
-
-
-
-
-
-
-
-
Mexico
-
-
-
-
-
754
0.0
45,156
36,686
81.2
Brazil
356
0.0
31,637
7,909
25.0
665
0.0
61,431
22,806
37.1
Americas total
2,984
13.6
189,140
165,412
87.5
6,198
41.2
359,296
312,201
86.9
Europe
Northern
-
-
-
-
-
120
100.0
9,590
3,048
31.8
Southern
490
55.2
54,251
38,305
70.6
1,192
81.6
70,750
54,804
77.5
Central
238
0.0
14,922
14,922
100.0
614
61.2
39,466
39,466
100.0
United Kingdom
171
100.0
21,184
21,184
100.0
336
100.0
39,787
39,787
100.0
Europe total
899
49.1
90,357
74,411
82.4
2,262
79.8
159,593
137,105
85.9
Asia
Japan
619
27.0
79,145
79,145
100.0
619
27.0
79,145
79,145
100.0
China
208
0.0
12,616
1,892
15.0
660
68.4
37,321
5,598
15.0
Singapore
-
-
-
-
-
-
-
-
-
-
Asia total
827
20.2
91,761
81,037
88.3
1,279
48.4
116,466
84,743
72.8
Total
4,710
21.5
$ 371,258
$ 320,860
86.4
9,739
51.1
$ 635,355
$ 534,049
84.1
Weighted average estimated stabilized yield
7.7%
7.3%
Pro forma NOI
$49,210
$26,943
Weighted average estimated cap rate at stabilization
6.3%
5.9%
Estimated value creation
$141,982
$83,368
Estimated development margin
22.2%
22.5%
Prologis share of estimated value creation ($)
$82,218
$132,725
Prologis share of estimated value creation (%)
98.6%
93.5%
Prologis © 2014 24
|
Capital Deployment
Development Starts
Second Quarter 2014
(in thousands, except percent)
Q2 2014
YTD 2014
TEI
TEI
Leased % at Owned and Prologis
Prologis
Leased % at Owned and Prologis
Prologis
Square Feet
Start
Managed
Share ($)
Share (%)
Square Feet
Start
Managed
Share ($)
Share (%)
Americas
U.S.
Central
548
11.4
$
30,513
$ 30,513
100.0
1,187
5.2
$
62,826
$ 62,826
100.0
East
1,154
0.0
69,290
69,290
100.0
1,319
0.0
85,824
85,824
100.0
Northw est
600
0.0
37,802
37,802
100.0
707
15.1
50,333
50,333
100.0
Southw est
-
-
-
-
-
-
-
-
-
-
Canada
-
-
-
-
-
-
-
-
-
-
Mexico
501
100.0
31,300
31,300
100.0
501
100.0
31,300
31,300
100.0
Brazil
-
-
-
-
-
-
-
-
-
-
Americas total
2,803
20.1
168,905
168,905
100.0
3,714
18.0
230,283
230,283
100.0
Europe
Northern
78
0.0
7,228
2,274
31.5
78
0.0
7,228
2,274
31.5
Southern
-
-
-
-
-
-
-
-
-
-
Central
658
26.9
45,397
45,397
100.0
1,265
23.6
83,580
83,580
100.0
United Kingdom
139
0.0
35,590
35,590
100.0
363
61.7
70,916
70,916
100.0
Europe total
875
20.2
88,215
83,261
94.4
1,706
30.6
161,724
156,770
96.9
Asia
Japan
1,051
0.0
153,446
153,446
100.0
1,051
0.0
153,446
153,446
100.0
China
520
80.2
28,085
4,213
15.0
1,196
34.9
65,371
9,806
15.0
Singapore
-
-
-
-
-
-
-
-
-
-
Asia total
1,571
26.5
181,531
157,659
86.8
2,247
18.6
218,817
163,252
74.6
Total
5,249
22.0
$
438,651
$ 409,825
93.4
7,667
21.0
$
610,824
$ 550,305
90.1
Weighted average estimated stabilized yield
7.1%
7.3%
Pro forma NOI
$31,299
$44,518
Weighted average estimated cap rate at stabilization
59%.
60%.
Estimated value creation
$82,474
$120,643
Estimated development margin
18.8%
19.8%
Prologis share of estimated value creation ($)
$78,580
$108,854
Prologis share of estimated value creation (%)
95.3%
90.2%
% BTS (based on Prologis share)
10.3%
17.6%
Prologis © 2014 25
|
Capital Deployment
Development Portfolio
Second Quarter 2014
(in thousands, except percent)
Under Development
2014
2015 and Thereafter
Pre-Stabilized Developments
Expected Completion
Expected Completion
Total Development Portfolio
T E I
T E I
T E I
T E I
Leased Owned and Prologis
Owned and Prologis
Owned and Prologis
Leased Owned and Prologis
Prologis
Sq Ft
%
Managed
Share
Sq Ft
Managed
Share
Sq Ft Managed
Share
Sq Ft
%
Managed
Share ($) Share (%)
Americas
U.S.
Central
767
100.0
$28,477
$28,477
3,123
$
146,330
$146,330
-
$ -
$ -
3,890
70.8
$174,807
$174,807
100.0
East
1,947
47.3
207,600
207,600
1,041
106,796
103,507
1,435
95,219
95,219
4,423
36.6
409,615
406,326
99.2
Northw est
241
64.4
16,835
16,835
717
49,676
49,676
392
23,648
23,648
1,350
38.5
90,159
90,159
100.0
Southw est
427
0.0
27,103
27,103
954
69,170
69,170
-
-
-
1,381
3.2
96,273
96,273
100.0
Canada
-
-
-
-
910
101,097
101,097
-
-
-
910
0.0
101,097
101,097
100.0
Mexico
619
0.0
40,995
40,995
570
36,115
36,115
501
31,301
31,301
1,690
29.7
108,411
108,411
100.0
Brazil
889
37.8
91,476
30,801
651
68,220
17,055
-
-
-
1,540
21.8
159,696
47,856
30.0
Americas total
4,890
44.6
412,486
351,811
7,966
577,404
522,950
2,328
150,168
150,168
15,184
38.0
1,140,058
1,024,929
89.9
Europe
Northern
-
-
-
-
242
26,614
21,660
-
-
-
242
0.0
26,614
21,660
81.4
Southern
-
-
-
-
262
19,079
9,539
348
28,559
28,559
610
100.0
47,638
38,098
80.0
Central
-
-
-
-
839
53,876
53,876
577
38,044
38,044
1,416
52.1
91,920
91,920
100.0
United Kingdom
225
0.0
25,557
25,557
449
77,561
77,561
1,218
171,437
171,437
1,892
64.4
274,555
274,555
100.0
Europe total
225
0.0
25,557
25,557
1,792
177,130
162,636
2,143
238,040
238,040
4,160
61.7
440,727
426,233
96.7
Asia
Japan
747
17.3
90,922
90,922
396
48,433
48,433
2,842
415,817
415,817
3,985
23.6
555,172
555,172
100.0
China
560
10.7
28,147
9,041
-
-
-
4,577
271,095
40,664
5,137
9.3
299,242
49,705
16.6
Singapore
-
-
-
-
17
2,014
2,014
-
-
-
17
100.0
2,014
2,014
100.0
Asia total
1,307
14.5
119,069
99,963
413
50,447
50,447
7,419
686,912
456,481
9,139
15.7
856,428
606,891
70.9
Total
6,422
36.9
$557,112
$477,331
10,171
$
804,981
$736,033
11,890
$1,075,120
$844,689
28,483
34.3
$2,437,213
$2,058,053
84.4
Cost to complete
$ 49,523
$ 47,113
$
288,830
$ 270,003
$ 644,324 $
504,761
$
982,677
$ 821,877
Percent build to suit (based on Prologis share)
6.0%
20.5%
34.0%
22.7%
Weighted average estimated stabilized yield
Americas
7.6%
7.0%
7.2%
7.3%
Europe
8.5%
8.3%
7.1%
7.7%
Asia
6.9%
6.8%
7.0%
7.0%
Total
7.5%
7.3%
7.0%
7.2%
Pro forma NOI
$
176,190
Weighted average estimated cap rate at stabilization
6.0%
Estimated value creation
$
516,617
Estimated development margin
21.2%
Prologis share of estimated value creation
$
452,767
Prologis share of estimated value creation
87.6%
Prologis © 2014 26
|
Capital Deployment
Third Party Building Acquisitions and Equity Invested in Co-Investment Ventures
Second Quarter 2014
(square feet and dollars in thousands)
Q2 2014
YTD 2014
Owned and
Prologis Share of
Prologis Share of
Owned and
Prologis Share of
Prologis Share of
Prologis Share
Square Feet
Managed
Acquisition
Acquisition
Managed
Acquisition
Acquisition
of Square Feet
Feet
of Square Feet
Acquisition Cost
Cost ($)
Cost (%)
Acquisition Cost
Cost ($)
Cost (%)
Third Party Building Acquisitions
Americas
Prologis w holly ow ned
556
556
$
44,821
$
44,821
100.0
556
556
$
44,821
$
44,821
100.0
Prologis Targeted U.S. Logistics Fund
374
97
29,375
7,567
25.8
833
216
57,366
14,790
25.8
Total Americas
930
653
74,196
52,388
70.6
1,389
772
102,187
59,611
58.3
Europe
Prologis Targeted Europe Logistics Fund
202
88
46,420
20,128
43.4
202
88
46,420
20,128
43.4
Prologis European Properties Fund II
-
-
-
-
-
1,151
366
84,510
26,857
31.8
Prologis European Logistics Partners
592
296
16,377
8,188
50.0
3,688
1,844
274,412
137,206
50.0
Total Europe
794
384
62,797
28,316
45.1
5,041
2,298
405,342
184,191
45.4
Asia
-
-
-
-
-
-
-
-
-
-
Total Third Party Building Acquisitions
1,724
1,037
$
136,993
$
80,704
58.9
6,430
3,070
$
507,529
$
243,802
48.0
Weighted average stabilized cap rate
6.3%
6.8%
Q2 2014
YTD 2014
Ow nership
Ow nership
Before
After
Total Equity Invested
Before
After
Total Equity Invested
Equity Invested in Co-Investment Ventures
Prologis North American Industrial Fund
23.1%
41.9%
$
274,666
23.1%
41.9%
$
274,666
Total Equity Invested in Co-Investment Ventures
$
274,666
$
274,666
Prologis © 2014 27
|
Capital Deployment
Dispositions and Contributions
Second Quarter 2014
(square feet and dollars in thousands)
Q2 2014 YTD 2014
Prologis Owned and Prologis Share of Prologis Owned and Prologis Share of
Square Prologis Share Square Prologis Share
Share of Managed Total Proceeds Share of Managed Total Proceeds
Feet of Proceeds ($) Feet of Proceeds ($)
Square Feet Proceeds (%) (A) Square Feet Proceeds (%) (A)
Third Party Building Dispositions
Americas
Prologis wholly owned 6,962 6,962 $ 328,430 $ 328,430 100.0 7,677 7,677 $ 363,477 $ 363,477 100.0
Prologis AMS (B) 748 288 64,501 24,868 38.6 748 288 64,501 24,868 38.6
Prologis Targeted U.S. Logistics Fund 688 177 49,228 12,681 25.8 708 182 52,316 13,478 25.8
Prologis North American Industrial Fund 461 193 23,120 9,685 41.9 599 225 29,420 11,138 37.9
Total Americas 8,859 7,620 465,279 375,664 80.7 9,732 8,372 509,714 412,961 81.0
Europe
Prologis Targeted Europe Logistics Fund 33 14 4,155 1,802 43.4 33 14 4,155 1,802 43.4
Prologis European Logistics Partners - - - - - 594 297 56,925 28,462 50.0
Total Europe 33 14 4,155 1,802 43.4 627 311 61,080 30,264 49.5
Asia
Prologis wholly owned 383 383 50,263 50,263 100.0 383 383 50,263 50,263 100.0
Total Asia 383 383 50,263 50,263 100.0 383 383 50,263 50,263 100.0
Total Third Party Building Dispositions 9,275 8,017 $ 519,697 $ 427,729 82.3 10,742 9,066 $ 621,057 $ 493,488 79.5
Building Contributions to Co-Investment Ventures
Americas (C)
Prologis U.S. Logistics Venture (B) - - $ - $ - - 12,797 12,797 $ 1,008,310 $ 453,366 45.0
Total Americas - - - - - 12,797 12,797 1,008,310 453,366 45.0
Europe
Prologis Targeted Europe Logistics Fund 167 167 26,257 14,872 56.6 167 167 26,257 14,872 56.6
Total Europe 167 167 26,257 14,872 56.6 167 167 26,257 14,872 56.6
Asia
Total Asia - - - - - - - - - -
Total Contributions to Co-Investment Ventures 167 167 $ 26,257 $ 14,872 56.6 12,964 12,964 $ 1,034,567 $ 468,238 45.3
Total Building Dispositions and Contributions 9,442 8,184 $ 545,954 $ 442,601 81.1 23,706 22,030 $ 1,655,624 $ 961,726 58.1
Land dispositions 11,212 10,482 93.5 60,374 59,644 98.8
Other real estate dispositions 46,513 46,513 100.0 46,513 46,513 100.0
Grand Total Dispositions and Contributions $ 603,679 $ 499,596 82.8 $ 1,762,511 $ 1,067,883 60.6
Weighted average stabilized cap rate on building dispositions and contributions 6.6% 6.4%
(A) For contributions, this amount reflects net cash proceeds to Prologis (net of units received for partial consideration).
(B) This is a consolidated co-investment venture.
(C) In June 2014, we completed the initial public offering for FIBRA Prologis, a Mexican real estate investment trust, on the Mexican Stock Exchange. We received equity units of FIBRA Prologis in exchange
for our investment in 177 properties aggregating 29.7 million square feet. The portfolio of properties were purchased by FIBRA Prologis from us and two of our co-investment ventures (Mexico Fondo
Logistico, a consolidated venture, and Prologis Mexico Industrial Fund, an unconsolidated venture). Our ownership in FIBRA Prologis is approximately 45%.
Prologis © 2014 28
|
Capital Deployment
Land Portfolio Owned and Managed
Second Quarter 2014
(square feet and dollars in thousands)
Land by Market
Acres
Current Book Value
Prologis Share
Prologis Share
%of
Owned and
Estimat ed Build
Owned and
Managed
Acres
( %)
Out ( sq f t )
Managed
( $
)
( %)
Tot al
Global markets
U.S.
Atlanta
608
608
100.0
8,476
$ 28,435
$
28,435
100.0
1.7
Baltimore/Washington
39
39
100.0
400
1,567
1,567
100.0
0.1
Central Valley
1,144
1,144
100.0
20,560
47,297
47,297
100.0
2.9
Central & Eastern PA
332
332
100.0
4,361
36,988
36,988
100.0
2.3
Chicago
510
510
100.0
9,479
36,815
36,815
100.0
2.2
Dallas/Ft. Worth
426
426
100.0
7,583
28,220
28,220
100.0
1.7
Houston
70
70
100.0
1,112
8,374
8,374
100.0
0.5
New Jersey/New York City
183
183
100.0
2,673
81,484
81,484
100.0
5.0
South Florida
316
316
100.0
5,629
155,091
155,091
100.0
9.4
Southern California
697
697
100.0
13,909
135,668
135,668
100.0
8.3
Canada
179
179
100.0
3,435
55,316
55,316
100.0
3.4
Mexico
Guadalajara
50
50
100.0
1066,
12,485
12,485
100.0
0.8
Mexico City
142
142
100.0
2,740
64,475
64,475
100.0
3.9
Monterrey
156
156
100.0
2,869
33,020
33,020
100.0
2.0
Brazil
573
217
37.9
9,452
127,542
50,256
39.4
3.1
Americas total
5,425
5,069
93 .4
93,744
852,777
775,491
90 .9
47 .3
Belgium
27
27
100.0
526
10,657
10,657
100.0
0.7
Czech Republic
258
258
100.0
4,303
57,962
57,962
100.0
3.5
France
449
449
100.0
8,360
79,178
79,178
100.0
4.8
Germany
58
58
100.0
1,197
15,204
15,204
100.0
0.9
Italy
107
107
100.0
2,451
33,719
33,719
100.0
2.1
Netherlands
56
56
100.0
1,538
53,311
53,311
100.0
3.3
Poland
665
665
100.0
12,922
82,676
82,676
100.0
5.0
Spain
100
100
100.0
2,021
17,438
17,438
100.0
1.1
United Kingdom
636
636
100.0
9,944
194,277
194,277
100.0
11.9
Europe total
2,356
2,356
100 .0
43,262
544,422
544,422
100 .0
33 .3
China
148
38
25.7
4,397
54,527
15,616
28.6
1.0
Japan
52
52
100.0
2,163
98,265
98,265
100.0
6.0
Asia total
200
90
45.0
6,560
152,792
113,881
74.5
7.0 |
|
Tot al glob al market s
7,981
7,515
94 .2
143,566
1,549,991
1,433,794
92 .5
87 .6
Regional markets ( A )
Hungary
335
335
100.0
5,604
38,948
38,948
100.0
2.4
Central Florida
122
122
100.0
1,768
25,932
25,932
100.0
1.6
Juarez
148
148
100.0
2,759
15,209
15,209
100.0
1.0
Slovakia
78
78
100.0
1,708
14,674
14,674
100.0
0.9
Reynosa
196
196
100.0
3,460
12,221
12,221
100.0
0.7
Remaining other regional (10 markets)
504
504
100.0
8,525
36,645
36,645
100.0
2.2
Total regional markets
1,383
1,383
100 .0
23 ,824
143 ,629
143 ,629
100 .0
88. |
|
Tot al other markets (7 markets)
684
684
100 .0
11,332
59,438
59,438
100 .0
3 |
|
.6 |
Tot al land port fo lioowned and managed
10,048
9,582
95 .4
178,722
$
1,753,058
$
1,636,861
93 .4
100 .0
Original Cost Basis
$
2,609,476
$
2,499,784
(A) Ordered by our share of current book value. Prologis © 2014 29
|
Capital Deployment
Land Portfolio Summary and Roll Forward
Second Quarter 2014
(dollars in thousands)
Acres
Current Book Value
Owned and Prologis
% of
Owned and
Prologis
% of
Land Portfolio Summary
Managed
Share
Total
Managed
Share
Total
Americas
U.S.
Central
1,322
1,322
13.8
$ 87,959
$
87,959
5.4
East
2,015
2,015
21.0
360,924
360,924
21.9
Northwest
1,336
1,336
13.9
58,566
58,566
3.6
Southwest
810
810
8.5
146,723
146,723
9.0
Canada
179
179
1.9
55,316
55,316
3.4
Mexico
726
726
7.6
143,132
143,132
8.7
Brazil
573
217
2.3
127,542
50,256
3.1
Total Americas
6,961
6,605
69.0
980,162
902,876
55.1
Europe
Central
1,426
1,426
14.9
201,552
201,552
12.3
Northern
169
169
1.8
93,940
93,940
5.7
Southern
656
656
6.8
130,335
130,335
8.0
United Kingdom
636
636
6.6
194,277
194,277
11.9
Total Europe
2,887
2,887
30.1
620,104
620,104
37.9
Asia
China
148
38
0.4
54,527
15,616
1.0
Japan
52
52
0.5
98,265
98,265
6.0
Total Asia
200
90
0.9
152,792
113,881
7.0
Total land portfolio owned and managed
10,048
9,582
100.0
$ 1,753,058
$ 1,636,861
100.0
Estimated Build Out (in TEI)
$ 10,800,000
Land Roll Forward Owned and Managed
Americas
Europe
Asia
Total
As of March 31, 2014
$ 971,765
$ 591,346
$
118,848
$
1,681,959
Acquisitions
8,195
57,718
19,684
85,597
Dispositions
(2,382)
(4,053)
-
(6,435)
Development starts
(34,923)
(28,320)
(28,301)
(91,544)
Infrastructure costs
32,767
2,943
1,529
37,239
Reclasses
-
-
39,347
39,347
Effect of changes in foreign exchange rates and other
4,740
470
1,685
6,895
As of June 30, 2014
$ 980,162
$ 620,104
$
152,792
$
1,753,058
Prologis © 2014 30
|
Capitalization
Overview
Second Quarter 2014
Assets Under Management
(in millions)
$31,664
$51,594
$51,594
$20,768
$60,000
Investment Capacity
$3,098
$50,000
Asia
13.0%
Investors share
$40,000
AUM Strategic
of ventures
Europe
Capital $28,676
$16,832
26.1%
$30,000
Prologis share
of ventures
Debt
Other
$8,746
Total
$10,896
2.1%
Enterprise
$20,000
Value
Yen
Euro
Direct owned
$31,644
2.4%
10.5%
and other
Equity
Americas
$22,918
$20,768
60.9%
$10,000
U.S. Dollar
85%
$-
Total Enterprise Value
Assets Under Management Total AUM by Division
Net Equity
Unencumbered Assets-Prologis Share
(in billions)
CIP and Other
Land $2.8 $0.5
Operating
Properties
$18.1
Secured & Unsecured Debt-Prologis Share
Secured
27%
Unsecured
73%
Fixed vs. Floating Debt-Prologis Share
Floating
8%
Fixed
92%
Debt Metrics (A)
2014
2014
Second Quarter
First Quarter
Debt as % of gross real estate assets
37.5%
37.1%
Secured debt as % of gross real estate assets
10.4%
10.7%
Unencumbered gross real estate assets to unsecured debt
267.7%
270.0%
Fixed charge coverage ratio
3.02x
2.85x
Fixed charge coverage ratio, including development gains
3.35x
3.24x
Debt/Adjusted EBITDA
7.35x
7.20x
Debt/Adjusted EBITDA, including development gains
6.61x
6.34x
Debt/Adjusted EBITDA (adjusted for development)
6.16x
6.04x
Investment Ratings at June 30, 2014 (B)
Moodys
Baa1 (Outlook Stable)
Standard & Poors
BBB+ (Outlook Stable)
(A) These calculations are included in the Notes and Definitions section, and are not calculated in accordance with the applicable SEC rules.
(B) A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.
Prologis © 2014 31
|
Capitalization
Debt Summary
(dollars in millions) Second Quarter 2014
P ro lo gis
Unsecured P ro lo gis Share
C redit Other Secured T o tal Wtd. A vg.
Senio r Exchangeable C o nso lidated Unco nso lidated % o f D ebt
F acilities D ebt M o rtgage T o tal C o nso lidated T o tal D ebt Interest
D ebt D ebt Entities D ebt Entities D ebt ( $ ) M aturing
M aturity (A ) (A ) D ebt D ebt R ate (B )
2014 $ - $ - $ - $1 $22 $23 $2 $25 $74 $99 $45 0.4 3.2%
2015 - 460 - 1 123 584 4 588 1,081 1,669 924 8.5 4.0%
2016 - - - 1 325 326 4 330 1,530 1,860 886 8.2 4.9%
2017 438 - - 1 226 665 1 666 533 1,199 881 8.1 5.1%
2018 667 - 39 1 110 817 2 819 1,504 2,323 1,259 11.6 4.7%
2019 694 - - 205 285 1,184 2 1,186 617 1,803 1,346 12.3 4.2%
2020 382 - - 1 6 389 2 391 942 1,333 655 6.0 5.3%
2021 500 - - 404 6 910 2 912 768 1,680 1,075 9.9 2.7%
2022 956 - - - 7 963 3 966 608 1,574 1,138 10.5 3.1%
2023 850 - - - 7 857 1 858 137 995 879 8.1 4.2%
Thereafter 1,639 - - 10 130 1,779 4 1,783 - 1,783 1,781 16.4 3.6%
Subto tal 6 ,12 6 4 6 0 3 9 6 2 5 1,2 4 7 8 ,4 9 7 2 7 8 ,5 2 4 7 ,7 9 4 16 ,3 18 10 ,8 6 9 10 0 . 0
Unamortized net premiums (discounts) (7) (13) - - 25 5 - 5 51 56 27
Subto tal 6 ,119 4 4 7 3 9 6 2 5 1,2 7 2 8 ,5 0 2 2 7 8 ,5 2 9 7 ,8 4 5 16 ,3 7 4 $ 10 ,8 9 6 4 . 1%
Third party share of debt - - - - - - (9) (9) (5,469) (5,478)
P ro lo gis share o f debt $ 6 ,119 $ 4 4 7 $ 3 9 $ 6 2 5 $ 1,2 7 2 $ 8 ,5 0 2 $ 18 $ 8 ,5 2 0 $ 2 ,3 7 6 $ 10 ,8 9 6
P ro lo gis share o f debt by lo cal currency (C )
Dollars $3,444 $447 $0 $16 $1,242 $5,149 $14 $5,163 $1,286 $6,449
Euro 2,575 - - 205 15 2,795 4 2,799 605 3,404
GBP - - - - - - - - 236 236
Yen 100 - 39 404 15 558 - 558 236 794
Other - - - - - - - - 13 13
P ro lo gis share o f debt $ 6 ,119 $ 4 4 7 $ 3 9 $ 6 2 5 $ 1,2 7 2 $ 8 ,5 0 2 $ 18 $ 8 ,5 2 0 $ 2 ,3 7 6 $ 10 ,8 9 6
Weighted average GAAP interest rate (D) 4.0% 3.3% 1.1% 1.4% 5.8% 4.0% 3.9% 4.0% 3.7% 4.1%
Weighted average remaining maturity in years 7.4 0.7 3.9 6.5 4.0 6.4 9.5 6.4 4.1 5.9
Prologis Share Wtd Avg
Near Term Maturities of Debt Interest Rate Liquidity
Q3 2014 $7 5.6% Aggregate lender commitments- credit facilities $2,976
Q4 2014 38 2.8% Less:
Q1 2015 466 3.3% Borrow ings outstanding 39
Q2 2015 198 4.5% Outstanding letters of credit 49
Total next 12 months $709 3.6% Current availability- credit facilities $2,888
Multi-currency term loan net availability 478
Unrestricted cash 267
Total liquidity $3,633
(A) The maturity date for the global senior credit facility and multi-currency term loan is reflected at the extended maturity date.
(B) Interest rate is based on the effective rate (which includes the amortization of related premiums and discounts) assuming the net premiums (discounts) associated with the respective debt were included in the
maturities by year.
(C) We hedge the net assets of certain international subsidiaries using foreign currency forward contracts (net investment hedges) to offset economic exposure by locking in a forward exchange rates. As of June
30, 2014 we had contracts with a notional amount of €847.6 million ($1,137.0 million) and ¥24.1 billion ($250 million), scheduled to mature in 2014, 2017, and 2018.
(D) Interest rate is based on the effective rate and weighted based on borrowings outstanding. Prologis © 2014 32
|
Capitalization
Debt Covenants and Other Metrics
(dollars in thousands)
Second Quarter 2014
Covenants as of June 30, 2014 (A)
Indenture (B) Global Line
Covenant Actual Covenant Actual
Leverage ratio <60% 31.7% <60% 31.0%
Fixed charge coverage ratio >1.5x 3.30x >1.5x 3.62x
Secured debt leverage ratio <40% 4.7% < 40% 4.7%
Unencumbered asset to unsecured debt ratio >150% 250.0% N/A N/A
Unencumbered debt service coverage ratio N/A N/A >150% 521.0%
Encumbrances as of June 30, 2014
Unencumbered Encumbered Total
Consolidated operating properties $ 13,460,210 $ 3,168,790 $ 16,629,000
Consolidated development portfolio and land 2,681,913 16,899 2,698,812
Consolidated other investments in real estate 437,866 16,245 454,111
Total consolidated 16,579,989 3,201,934 19,781,923
Less: third party share of investments in real estate 488,888 36,030 524,918
Total consolidated - Prologis share 16,091,101 3,165,904 19,257,005
Unconsolidated operating properties - Prologis share 5,142,539 3,345,265 8,487,804
Unconsolidated development portfolio and land - Prologis share 113,413 6,449 119,862
Gross real estate assets - Prologis share $ 21,347,053 $ 6,517,618 $ 27,864,671
Secured and Unsecured Debt as of June 30, 2014
Unsecured Secured
Debt Mortgage Debt Total
Prologis debt $ 7,250,347 $ 1,246,647 $ 8,496,994
Consolidated entities debt (1,000) 27,799 26,799
Our share of unconsolidated entities debt 724,929 1,629,457 2,354,386
Total debt - at par 7,974,276 2,903,903 10,878,179
Less: third party share of consolidated debt - (8,751) (8,751)
Total Prologis share of debt - at par 7,974,276 2,895,152 10,869,428
Premium (discount) - consolidated (19,201) 24,861 5,660
Less: third party share of consolidated debt discount (premium) - - -
Our share of premium (discount) - unconsolidated - 21,176 21,176
Total Prologis share of debt, net of premium (discount) $ 7,955,075 $ 2,941,189 $ 10,896,264
(A) These calculations are made in accordance with the respective debt agreements, may be different than other covenants or metrics presented and are not calculated in accordance with the applicable SEC
rules. Please refer to the respective agreements for full financial covenant descriptions and calculation methods.
(B) These covenants are calculated in accordance with the Indenture dated June 8, 2011 and its supplemental indentures, including the Fifth Supplemental Indenture dated August 15, 2013. Prologis © 2014 33
|
Net Asset Value
Components
Second Quarter 2014
(in thousands, except for percentages and per square foot)
Operating
Second Quarter
Second Quarter
Annualized
Gross Book
GBV per
Adjusted Cash
Adjusted Cash
Adjusted Cash
Percent
Square Feet
Value
Sq Ft
NOI (Actual)
NOI (Pro Forma)
NOI
Occupied
CONSOLIDATED OPERATING PORT FOLIO (Prologis Share)
Properties generating net operating income
Americas
213,671
$
14,023,306
$
66
$
218,778
$
218,778
$
875,112
97.6%
Europe
10,340
695,698
67
12,289
12,289
49,156
82.1%
Asia
7,285
802,133
110
10,767
10,767
43,068
90.7%
Pro forma adjustment for mid-quarter acquisitions/development completions
2,519
10,076
Sub-total
231,296
15,521,137
67
241,834
244,353
977,412
96.7%
Properties generating net operating loss
Americas
6,105
404,467
66
(2,261)
29.3%
Europe
1,042
61,476
59
(290)
26.4%
Asia
350
83,417
238
(16) |
|
100.0%
Sub-total
7,497
549,360
73
(2,567)
32.2%
Prologis share of consolidated operating portfolio
238,793
$ 16,07 0,49 7
$ 67
$ 239,267
$ 244,353
$
977,412
94.7 %
UNCONSOLIDATED OPERATING PORT FOLIO (Prologis Share)
Prologis interest in unconsolidated operating portfolio
Americas
45,627
$
3,114,257
$
68
$
39,663
$
39,663
$
158,652
94.8%
Europe
53,646
4,738,072
88
79,694
79,694
318,776
93.6%
Asia
3,554
580,411
163
8,101
8,101
32,404
97.1%
Pro forma adjustment for mid-quarter acquisitions/development completions
189
756
Pro forma adjustment for FIBRA
9,742
38,968
Prologis share of unconsolidated operating portfolio
102,827
$
8,432,74 0
$
82
$
127,458
$
137,389
$
549,556
94.3%
Total operating portfolio
341,620
$24,503,237
$
72
$
366,725
$
381,742
$
1,526,968
94.5 %
Development
Investment
Annualized Pro
Percent
Square Feet
Balance
TEI
TEI per Sq Ft
Forma NOI
Occupied
CONSOLIDATED (Prologis Share)
Prestabilized
Americas
4,001
$
271,380
$
321,010
$
80
$
22,214
17.3%
Europe
225
20,327
25,557
114
2,171
0.0%
Asia
878
91,365
96,592
110
6,409
14.7%
16 . 1%
Properties under development
Americas
9,601
348,887
654,922
68
43,894
Europe
3,595
213,134
388,863
108
29,563
Asia
3,254
173,982
466,263
143
29,862
Prologis share of consolidated development portfolio
21,554
$
1,119,075
$ 1,953,207
$
91
$
134,113
UNCONSOLIDATED (Prologis Share)
Prologis interest in unconsolidated development portfolio
Americas
474
$
38,889
$
48,997
$
103
$
4,935
Europe
156
5,616
11,813
76
972
Asia
751
18,093
44,036
59
3,503
Prologis share of unconsolidated development portfolio
1,381
$
62,59 8
$
104,846
$
76
$
9,410
Total development portfolio
22,9 35
$
1,181,673
$ 2,058,053
$
90
$
143,523
Prologis share of estimated value creation (see Capital DeploymentDevelopment Portfolio)
452,76 7
Total development portfolio, including estimated value creation
$
1,634,440
Prologis © 2014 34
|
Net Asset Value
Components - Continued
(in thousands)
Second Quarter 2014
Balance Sheet and Other Items
As of June 30, 2014
CONSOLIDATED
Other assets
Cash and cash equivalents $ 267,427
Restricted cash 9,150
Deposits, prepaid assets and other tangible assets 610,923
Other real estate investments 454,111
Prologis share of value added operating properties 106,524
Accounts receivable 123,961
Prologis receivable from unconsolidated co-investment ventures 181,431
Investments in and advances to other unconsolidated joint ventures 175,130
Less: third party share of other assets (154,438)
Total other assets - Prologis share $ 1,774,219
Other liabilities
Accounts payable and other current liabilities 615,849
Deferred income taxes 115,694
Value added tax and other tax liabilities 96,462
Tenant security deposits 184,001
Other liabilities 313,253
Less: third party share of other liabilities (37,373)
Total liabilities and noncontrolling interests - Prologis share $ 1,287,886
UNCONSOLIDATED
Prologis share of net assets (liabilities) $ 217,349
Land
Investment Balance
Prologis share of original land basis $ 2,499,784
Current book value of land $ 1,579,737
Less: third party share of the current book value of land -
Prologis share of book value of land in unconsolidated entities 57,124
Total $ 1,636,861
Strategic Capital / Development Management
Second Quarter Annualized
Strategic Capital
Strategic capital income (A) $ 45,004 $ $ 180,016
Strategic capital expenses (A) (22,874) (91,496)
Pro forma NOI adjustment to FIBRA for a full quarter 1,089 4,356
Strategic capital income, net of expenses, from consolidated Co-Investment Ventures 1,364 5,456
Strategic capital NOI $ 24,583 $ 98,332
Promotes earned in last 12 months, net of expenses $ 31,460
Development management income $ 2,482 $ 9,928
Debt (at par) and Preferred Stock
As of June 30, 2014
Prologis debt $ 8,496,994
Consolidated entities debt 26,799
Less: third party share of consolidated debt (8,751)
Prologis share of unconsolidated debt 2,354,386
Subtotal debt 10,869,428
Preferred stock 78,235
Total debt and preferred stock $ 10,947,663
Outstanding shares of common stock 499,816
(A) Excludes revenue and expenses related to the promotes earned during the second quarter of 2014.
Prologis © 2014 35
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Notes and Definitions
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Notes and Definitions
Second Quarter 2014
Please refer to our annual and quarterly financial statements filed with the Securities and Exchange Commission on Forms 10-K and 10-Q and other public reports for further information about us and our business. Certain amounts from previous periods presented in the Supplemental Information have been reclassified to conform to the current presentation.
Acquisition cost, as presented for building acquisitions, represents the economic cost and not necessarily what is capitalized. It includes the initial purchase price; the effects of marking assumed debt to market; if applicable, all due diligence and lease intangibles; and estimated acquisition capital expenditures including leasing costs to achieve stabilization.
Adjusted EBITDA. We use Adjusted EBITDA to measure both our operating performance and liquidity. We calculate Adjusted EBITDA beginning with consolidated net earnings (loss) and removing the effect of interest, income taxes, depreciation and amortization, impairment charges, third party acquisition expenses related to the acquisition of real estate, gains or losses from the acquisition or disposition of investments in real estate, gains or losses on early extinguishment of debt and derivative contracts (including cash charges), similar adjustments we make to our FFO measures (see definition below), and other non-cash charges or gains (such as stock based compensation amortization and unrealized gains or losses on foreign currency and derivative activity and related amortization). We make adjustments to reflect our economic ownership in each entity, whether consolidated or unconsolidated.
We consider Adjusted EBITDA to provide investors relevant and useful information because it permits investors to view income from operations on an unleveraged basis before the effects of income tax, non-cash depreciation and amortization expense and other items (including stock-based compensation amortization and certain unrealized gains and losses), gains or losses from the acquisition or disposition of investments in real estate, items that affect comparability, and other significant non-cash items. We also include a pro forma adjustment in Adjusted EBITDA to reflect a full period of NOI on the operating properties we acquire, stabilize or dispose of during the quarter assuming the transaction occurred at the beginning of the quarter. By excluding interest expense, Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for a more meaningful comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. Gains and losses on the early extinguishment of debt generally include the costs of repurchasing debt securities. While not infrequent or unusual in nature, these items result from market fluctuations that can have inconsistent effects on our results of operations. The economics underlying these items reflect market and financing conditions in the short-term but can obscure our performance and the value of our long-term investment decisions and strategies.
We believe that Adjusted EBITDA helps investors to analyze our ability to meet interest payment obligations and to make quarterly preferred share dividends. We believe that investors should consider Adjusted EBITDA in conjunction with net earnings (the primary measure of our performance) and the other required Generally Accepted Accounting Principles (GAAP) measures of our performance and liquidity, to improve their understanding of our operating results and liquidity, and to make more meaningful comparisons of our performance against other companies. By using Adjusted EBITDA, an investor is assessing the earnings generated by our operations but not taking into account the eliminated expenses or gains incurred in connection with such operations. As a result, Adjusted EBITDA has limitations as an analytical tool and should be used in conjunction with our required GAAP presentations. Adjusted EBITDA does not reflect our historical cash expenditures or future cash requirements for working capital, capital expenditures, distribution requirements or contractual commitments. Adjusted EBITDA, also does not reflect the cash required to make interest and principal payments on our outstanding debt.
While EBITDA is a relevant and widely used measure of operating performance, it does not represent net income or cash flow from operations as defined by GAAP and it should not be considered as an alternative to those indicators in evaluating operating performance or liquidity. Further, our computation of Adjusted EBITDA may not be comparable to EBITDA reported by other companies. We compensate for the limitations of Adjusted EBITDA by providing investors with
financial statements prepared according to GAAP, along with this detailed discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to consolidated net earnings (loss), a GAAP measurement.
Adjusted Cash NOI (Actual). A reconciliation of our rental income and rental expenses included in our Statement of Operations to adjusted cash NOI for the consolidated operating portfolio for purposes of the Net Asset Value calculation is as follows (in thousands):
Rental income . $ 381,273 Rental expenses . (109,576) NOI. 271,697 Net termination fees and adjustments (a). (1,118) Less: actual NOI for development portfolio and other . (11,260) Less: properties contributed or sold (b) . (14,383) Less: third party share of NOI . (13,382)
Adjusted NOI for consolidated operating portfolio owned at June 30, 2014 231,554 Straight-lined rents (c) . (10,580) Free rent (c) . 11,821 Amortization of lease intangibles (c). 6,776 Less: third party share . (304)
Second Quarter Adjusted Cash NOI (Actual) $ 239,267
(a) Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customers rent leveling asset or liability, if any, that has been previously recognized. Removing the net termination fees from rental income allows for the calculation of Adjusted Cash NOI (Pro forma) to include only rental income that is indicative of the propertys recurring operating performance.
(b) |
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The actual NOI for properties that were contributed or sold during the three-month period is removed. |
(c) Straight-lined rents, free rent amount, and amortization of lease intangibles (above and below market leases) are removed from rental income for the Operating Portfolio to allow for the calculation of a cash yield.
Adjusted Cash NOI (Pro forma) consists of Adjusted Cash NOI (Actual) for the properties generating net operating income in our Operating Portfolio adjusted to reflect NOI for a full quarter for operating properties that were acquired or stabilized during the quarter. Adjusted Cash NOI (Pro forma) for the properties in our Development Portfolio is based on current Total Expected Investment and an estimated stabilized yield.
Assets Under Management (AUM) represents the estimated value of the real estate we own or manage through both our consolidated and unconsolidated entities. We calculate AUM by adding the third party investors share of the estimated fair value of the assets in the co-investment ventures to our share of total market capitalization (calculated using the market price of our equity plus our share of total debt).
Prologis © 2014 37
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Calculation of Per Share Amounts is as follows (in thousands, except per share amounts):
Three Months Ended Six Months Ended
June 30, June 30,
2014 2013 2014 2013
Net earnings (loss)
Net earnings (loss) $ 72,715 $ (1,517) $ 77,381 $ 263,899
Noncontrolling interest attributable to exchangeable partnership units 264 (75) 302 1,599
Gains, net of expenses, associated with exchangeable debt assumed
converted (7,498) - - -
Adjusted net earnings (loss) - Diluted $ 65,481 $ (1,592) $ 77,683 $ 265,498
Weighted average common shares outstanding - Basic 499,112 486,032 498,919 473,892
Incremental weighted average effect on exchange of limited partnership
units 1,964 1,893 1,964 3,039
Incremental weighted average effect of stock awards 3,664 - 3,677 3,078
Incremental weighted average effect on exchangeable debt assumed
converted 11,879 - - -
Weighted average common shares outstanding - Diluted 516,619 487,925 504,560 480,009
Net earnings per share - Basic $ 0.15 $ 0.00 $ 0.16 $ 0.56
Net earnings per share - Diluted $ 0.13 $ 0.00 $ 0.15 $ 0.55
Core FFO
Core FFO $ 244,275 $ 203,337 $ 461,830 $ 391,274
Noncontrolling interest attributable to exchangeable limited partnership
units 35 (19) 57 1,599
Interest expense on exchangeable debt assumed converted 4,246 4,235 8,492 8,470
Core FFO - Diluted $ 248,556 $ 207,553 $ 470,379 $ 401,343
Weighted average common shares outstanding - Basic 499,112 486,032 498,919 473,892
Incremental weighted average effect on exchange of limited partnership
units 1,964 2,093 1,964 3,039
Incremental weighted average effect of stock awards 3,664 3,339 3,677 3,078
Incremental weighted average effect on exchangeable debt assumed
converted 11,879 11,879 11,879 11,879
Weighted average common shares outstanding - Diluted 516,619 503,343 516,439 491,888
Core FFO per share - Diluted $ 0.48 $ 0.41 $ 0.91 $ 0.82
Debt Metrics. See below for the detailed calculations for the respective period (dollars in
thousands):
Three Months Ended
June 30 Mar. 31
2014 2014
Debt as a % of gross real estate assets:
Total Prologis share of debt - at par $ 10,869,428 $10,596,789
Less: consolidated cash and cash equivalents - Prologis share (225,598) (173,461)
Less: unconsolidated entities cash - Prologis share (192,006) (120,272)
Total Prologis share of debt, net of adjustments $ 10,451,824 $10,303,056
Gross real estate assets - Prologis share $ 27,864,671 $27,746,095
Debt as a % of gross real estate assets 37.5% 37.1%
Secured debt as a % of gross real estate assets:
Prologis share of secured debt - at par $ 2,895,152 $2,974,434
Gross real estate assets - Prologis share $ 27,864,671 $27,746,095
Secured debt as a % of gross real estate assets 10.4% 10.7%
Notes and Definitions
(continued)
Second Quarter 2014
Unencumbered gross real estate assets to unsecured debt:
Unencumbered gross real estate assets - Prologis share $ 21,347,053 $ 20,579,879
Prologis share of unsecured debt - at par $ 7,974,276 $ 7,622,355
Unencumbered gross real estate assets to unsecured debt 267.7% 270.0%
Fixed Charge Coverage ratio:
Adjusted EBITDA $ 374,039 $ 354,093
Pro forma adjustment for mid-quarter activity and NOI from disposed
properties 4,467 (492)
Adjusted EBITDA, including NOI from disposed properties $ 378,506 $ 353,601
Adjusted EBITDA, including NOI from disposed properties, annualized (a) $ 1,440,016 $ 1,429,497
Add: Prologis share of gains on dispositions of development properties for
the twelve months ended 158,998 194,865
Adjusted EBITDA, including NOI from disposed properties and gains on
dispositions, annualized $ 1,599,014 $ 1,624,362
Interest expense $ 80,184 $ 85,523
Amortization and write-off of deferred loan costs (3,152) (3,467)
Amortization of debt premium (discount), net 4,113 5,835
Capitalized interest 15,731 14,573
Preferred stock dividends 1,948 2,135
Third party share of fixed charges from consolidated entities (1,450) (2,354)
Our share of fixed charges from unconsolidated entities 22,000 22,930
Total fixed charges $ 119,374 $ 125,175
Total fixed charges, annualized $ 477,496 $ 500,700
Fixed charge coverage ratio 3.02x 2.85x
Fixed charge coverage ratio, including development gains 3.35x 3.24x
Debt to Adjusted EBITDA:
Total Prologis share of debt, net of adjustments $ 10,451,824 $ 10,303,056
Adjusted EBITDA-annualized (a) $ 1,422,148 $ 1,431,465
Add: Prologis share of gains on dispositions of development properties for
the twelve months ended 158,998 194,865
Adjusted EBITDA-annualized (a), including gains on dispositions $ 1,581,146 $ 1,626,330
Debt to Adjusted EBITDA ratio 7.35x 7.20x
Debt to Adjusted EBITDA ratio, including development gains 6.61x 6.34x
Debt to Adjusted EBITDA (adjusted for development):
Total Prologis share of debt, net of adjustments $ 10,451,824 $ 10,303,056
Add: costs to complete - Prologis share 821,887 750,108
Less: current book value of land - Prologis share (1,636,861) (1,591,411)
$ 9,636,850 $ 9,461,753
Adjusted EBITDA-annualized (a) $ 1,422,148 $ 1,431,465
Add: annualized proforma NOI development portfolio - Prologis share 143,523 135,009
1,565,671 1,566,474
Debt to Adjusted EBITDA (adjusted for development) ratio 6.16x 6.04x
(a) Actual promote revenue and related expenses for the quarter, if any, are removed from the
EBITDA amount for the quarter before annualizing, then the actual promote revenue and related
expenses for the previous twelve months are added to the annualized number. For the three
months ended June 30, 2014 and March 31, 2014, actual promote revenue, net of related
expenses, for the previous twelve months was $31.5 million and $15.1 million, respectively.
Prologis © 2014 38
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Notes and Definitions
(continued)
Second Quarter 2014
Development Margin is calculated on developed properties as the estimated value at Stabilization minus estimated total investment, before closing costs, the impact of any deferred rents, taxes or third party promotes net of deferred amounts on contributions, divided by the estimated total investment.
Development Portfolio includes industrial properties that are under development and properties that are developed but have not met Stabilization.
Discontinued Operations. In April 2014, the FASB issued a standard updating the accounting and disclosure regarding discontinued operations. Early adoption on a prospective basis is allowed, therefore, we have adopted this standard as of January 1, 2014. As a result, none of our property dispositions in 2014 met the criteria to be classified as discontinued operations. The operations of the properties that were disposed of to third parties during 2013 that met the criteria for discontinued operations, including the aggregate net gains or losses recognized upon their disposition, are presented as discontinued operations in our Consolidated Statements of Operations. The income attributable to these properties was as follows (in thousands):
Three Months Ended Six Months Ended June 30, 2013 June 30, 2013
Rental income. $ 9,424 $ 20,692 Rental expenses . (3,222) (6,961) Depreciation and amortization. (3,755) (9,066) Interest expense . (307) (732)
Income attributable to disposed properties and assets held for sale $ 2,140 $ 3,933
Estimated Build Out (TEI and sq ft)- represents the estimated TEI and finished square feet available for rent upon completion of an industrial building on existing parcels of land.
FFO, as defined by Prologis; Core FFO; Core AFFO (collectively referred to as FFO). FFO is a non-GAAP measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings. Although the National Association of Real Estate Investment Trusts (NAREIT) has published a definition of FFO, modifications to the NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business.
FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor do we intend it to present, a complete picture of our financial condition and operating performance. We believe net earnings computed under GAAP remains the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings computed under GAAP. Further, we believe our consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of our financial condition and our operating performance.
NAREITs FFO measure adjusts net earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales, along with impairment charges, of previously depreciated properties. We agree that these NAREIT adjustments are useful to investors for the following reasons: (i) historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time.
NAREIT stated in its White Paper on FFO since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Consequently, NAREITs definition of FFO reflects the fact that
real estate, as an asset class, generally appreciates over time and depreciation charges
required by GAAP do not reflect the underlying economic realities.
(ii) REITs were created as a legal form of organization in order to encourage public ownership of
real estate as an asset class through investment in firms that were in the business of long-
term ownership and management of real estate. The exclusion, in NAREITs definition of FFO,
of gains and losses from the sales, along with impairment charges, of previously depreciated
operating real estate assets allows investors and analysts to readily identify the operating
results of the long-term assets that form the core of a REITs activity and assists in comparing
those operating results between periods. We include the gains and losses (including
impairment charges) from dispositions of land and development properties, as well as our
proportionate share of the gains and losses (including impairment charges) from dispositions
of development properties recognized by our unconsolidated entities, in our definition of FFO.
Our FFO Measures
At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also
recognized that management of each of its member companies has the responsibility and
authority to publish financial information that it regards as useful to the financial community. We
believe stockholders, potential investors and financial analysts who review our operating results are
best served by a defined FFO measure that includes other adjustments to net earnings computed
under GAAP in addition to those included in the NAREIT defined measure of FFO. Our FFO
measures are used by management in analyzing our business and the performance of our
properties and we believe that it is important that stockholders, potential investors and financial
analysts understand the measures management uses.
We use these FFO measures, including by segment and region, to: (i) evaluate our performance
and the performance of our properties in comparison to expected results and results of previous
periods, relative to resource allocation decisions; (ii) evaluate the performance of our management;
(iii) budget and forecast future results to assist in the allocation of resources; (iv) assess our
performance as compared to similar real estate companies and the industry in general; and (v)
evaluate how a specific potential investment will impact our future results. Because we make
decisions with regard to our performance with a long-term outlook, we believe it is appropriate to
remove the effects of short-term items that we do not expect to affect the underlying long-term
performance of the properties. The long-term performance of our properties is principally driven by
rental income. While not infrequent or unusual, these additional items we exclude in calculating
FFO, as defined by Prologis, are subject to significant fluctuations from period to period that cause
both positive and negative short-term effects on our results of operations in inconsistent and
unpredictable directions that are not relevant to our long-term outlook.
We use our FFO measures as supplemental financial measures of operating performance. We do
not use our FFO measures as, nor should they be considered to be, alternatives to net earnings
computed under GAAP, as indicators of our operating performance, as alternatives to cash from
operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
FFO, as defined by Prologis
To arrive at FFO, as defined by Prologis, we adjust the NAREIT defined FFO measure to exclude:
(i) |
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deferred income tax benefits and deferred income tax expenses recognized by our |
subsidiaries;
(ii) current income tax expense related to acquired tax liabilities that were recorded as deferred
tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax
benefit in GAAP earnings that is excluded from our defined FFO measure;
(iii) foreign currency exchange gains and losses resulting from debt transactions between us and
our foreign consolidated subsidiaries and our foreign unconsolidated entities;
(iv) foreign currency exchange gains and losses from the remeasurement (based on current
foreign currency exchange rates) of certain third party debt of our foreign consolidated
subsidiaries and our foreign unconsolidated entities; and
Prologis © 2014 39
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Notes and Definitions
(continued)
Second Quarter 2014
(i) mark-to-market adjustments and related amortization of debt discounts associated with derivative financial a instrumen ents.
We calculate FFO, as defined by Prologis for our unconsolidated entities on the same basis as we calculate our FFO, as defined by Prologis.
We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
Core FFO
In addition to FFO, as defined by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as defined by Prologis, to exclude the following recurring and non-recurring items that we recognized directly or our share of these items recognized by our unconsolidated entities to the extent they are included in FFO, as defined by Prologis:
(i) gains or losses from acquisition, contribution or sale of land or development properties; (ii) income tax expense related to the sale of investments in real estate and third-party acquisition costs related to the acquisition of real estate; (iii) impairment charges recognized related to our investments in real estate generally as a result of our change in intent to contribute or sell these properties; (iv) gains or losses from the early extinguishment of debt; (v) merger, acquisition and other integration expenses; and (vi) expenses related to natural disasters.
We believe it is appropriate to further adjust our FFO, as defined by Prologis for certain recurring items as they were driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties or investments. The impairment charges we have recognized were primarily based on valuations of real estate, which had declined due to market conditions, that we no longer expected to hold for long-term investment. Over the last few years, we made it a priority to strengthen our financial position by reducing our debt, our investment in certain low yielding assets and our exposure to foreign currency exchange fluctuations. As a result, we changed our intent to sell or contribute certain of our real estate properties and recorded impairment charges when we did not expect to recover the costs of our investment. Also, we have purchased portions of our debt securities when we believed it was advantageous to do so, which was based on market conditions, and in an effort to lower our borrowing costs and extend our debt maturities. As a result, we have recognized net gains or losses on the early extinguishment of certain debt due to the financial market conditions at that time. In addition, we and our co-investment ventures make acquisitions of real estate and we believe the costs associated with these transactions are transaction based and not part of our core operations.
We analyze our operating performance primarily by the rental income of our real estate and the revenue driven by our strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities. As a result, although these items have had a material impact on our operations and are reflected in our financial statements, the removal of the effects of these items allows us to better understand the core operating performance of our properties over the long-term.
We use Core FFO, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison to expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our management; (iii) budget and forecast future results to assist in the allocation of resources; (iv) provide guidance to the financial markets to understand our expected operating performance; (v) assess our operating performance as compared to similar real estate companies and the industry in general; and (vi)
evaluate how a specific potential investment will impact our future results. Because we make decisions with regard to our performance with a long-term outlook, we believe it is appropriate to remove the effects of items that we do not expect to affect the underlying long-term performance of the properties we own. As noted above, we believe the long-term performance of our properties is principally driven by rental income. We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
Core AFFO
To arrive at Core AFFO, we adjust Core FFO to further exclude our share of; (i) straight-line rents; (ii) amortization of above- and below-market lease intangibles; (iii) recurring capital expenditures; (iv) amortization of management contracts; (v) amortization of debt premiums and discounts, net of amounts capitalized, and; (vi) stock compensation expense.
We believe Core AFFO provides a meaningful indicator of our ability to fund cash needs, including cash distributions to our stockholders.
Limitations on Use of our FFO Measures
While we believe our defined FFO measures are important supplemental measures, neither NAREITs nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of these limitations are: The current income tax expenses and acquisition costs that are excluded from our defined FFO measures represent the taxes and transaction costs that are payable.
Depreciation and amortization of real estate assets are economic costs that are excluded from FFO. FFO is limited, as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Further, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of industrial properties are not reflected in FFO.
Gains or losses from property acquisitions and dispositions or impairment charges related to expected dispositions represent changes in value of the properties. By excluding these gains and losses, FFO does not capture realized changes in the value of acquired or disposed properties arising from changes in market conditions.
The deferred income tax benefits and expenses that are excluded from our defined FFO measures result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. Our defined FFO measures do not currently reflect any income or expense that may result from such settlement.
The foreign currency exchange gains and losses that are excluded from our defined FFO measures are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of our foreign currency-denominated net assets is indefinite as to timing and amount. Our FFO measures are limited in that they do not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.
The gains and losses on extinguishment of debt that we exclude from our Core FFO, may provide a benefit or cost to us as we may be settling our debt at less or more than our future obligation.
The merger, acquisition and other integration expenses and the natural disaster expenses that we exclude from Core FFO are costs that we have incurred.
We compensate for these limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete consolidated financial statements prepared under GAAP. To assist investors in
Prologis © 2014 40
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compensating for these limitations, we reconcile our defined FFO measures to our net earnings
computed under GAAP.
Fixed Charge Coverage is defined as Adjusted EBITDA divided by total fixed charges. Fixed
charges consist of net interest expense adjusted for amortization of finance costs and debt
discount (premium), capitalized interest, and preferred stock dividends. We use fixed charge
coverage to measure our liquidity. We believe that fixed charge coverage is relevant and useful to
investors because it allows fixed income investors to measure our ability to make interest payments
on outstanding debt and make distributions/dividends to preferred unitholders/stockholders. Our
computation of fixed charge coverage is not calculated in accordance with applicable SEC rules
and may not be comparable to fixed charge coverage reported by other companies.
General and Administrative Expenses (G&A) were as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2014 2013 2014 2013
Gross overhead $ 117,935 $ 109,631 $ 235,184 $ 216,467
Less: rental expenses (7,497) (7,140) (15,620) (16,697)
Less: strategic capital expenses (27,837) (25,006) (52,000) (44,915)
Capitalized amounts (22,226) (22,576) (43,986) (43,749)
G&A $ 60,375 $ 54,909 $ 123,578 $ 111,106
We capitalize certain costs directly related to our development and leasing activities. Capitalized
G&A expenses include salaries and related costs as well as other G&A costs. The capitalized
costs were as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2014 2013 2014 2013
Development activities $ 17,403 $ 17,662 $ 34,264 $ 32,852
Leasing activities 4,404 4,590 9,122 10,075
Costs related to internally developed software 419 324 600 822
Total capitalized G&A $ 22,226 $ 22,576 $ 43,986 $ 43,749
G&A as a percent of Assets Under Management (in thousands):
Net G&A - midpoint of 2014 guidance range (a) $ 240,500
Add: Strategic capital expenses- midpoint of 2014 guidance range (a) 102,500
Adjusted G&A, using 2014 guidance (a) $ 343,000
Carrying value at period end:
Operating properties $ 42,127,637
Development portfolio - TEI 2,437,213
Land portfolio 1,753,058
Other real estate investments 454,111
Total Assets Under Management $ 46,772,019
G&A as % of Assets Under Management 0.73%
G&A as a percent of Assets Under Management Prologis Share (in thousands):
Net G&A - midpoint of 2014 guidance range (a) $ 240,500
Less: strategic capital income-midpoint of 2014 guidance range (a) (222,500)
Add: strategic capital expenses- midpoint of 2014 guidance range (a) 102,500
Adjusted G&A, using 2014 guidance (a) $ 120,500
Carrying value at period end:
Operating properties - Prologis share $ 24,609,761
Development portfolio - Prologis share of TEI 2,058,053
Land portfolio - Prologis share 1,636,861
Other real estate investments 454,111
Total Assets Under Management - Prologis share $ 28,758,786
G&A as % of Assets Under Management - Prologis share 0.42%
(a) These amounts represent the midpoint of the 2014 guidance provided in this Supplemental Package.
Interest Expense consisted of the following (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2014 2013 2014 2013
Gross interest expense
$ 96,876 $ 115,833 $ 199,339 $ 251,644
Amortization of discount (premium), net
(4,113) (10,676) (9,947) (21,391)
Amortization of deferred loan costs
3,152 4,291 6,619 7,579
Interest expense before capitalization
95,915 109,448 196,011 237,832
Capitalized amounts
(15,731) (17,234) (30,304) (30,978)
Net interest expense
$ 80,184 $ 92,214 $ 165,707 $ 206,854
Investment Capacity is our estimate of the gross real estate, which could be acquired by our co-investment ventures through the use of existing equity commitments from us and our partners plus up to the ventures maximum leverage limits.
Market Classification
Global Markets feature large population centers with high per-capita consumption and are located near major seaports, airports, and ground transportation systems.
Regional Markets benefit from large population centers but typically are not as tied to the global supply chain, but rather serve local consumption and are often less supply constrained. Markets included as regional markets include: Austin, Charlotte, Cincinnati, Columbus, Denver, Hungary, Indianapolis, Juarez, Las Vegas, Louisville, Memphis, Nashville, Orlando, Phoenix, Portland, Reynosa, San Antonio, Slovakia, Sweden and Tijuana.
Other Markets represent a small portion of our portfolio that is located outside global and regional markets. These markets include: Austria, Boston, El Paso, Jacksonville, Kansas City, Norfolk, Reno, Romania, Salt Lake City, Savannah and St Louis.
Net Asset Value (NAV). We consider NAV to be a useful supplemental measure of our operating performance because it enables both management and investors to estimate the fair value of our business. The assessment of the fair value of a particular segment of our business is subjective in that it involves estimates and can be calculated using various methods. Therefore, we have presented the financial results and investments related to our business segments that we
Notes and Definitions
(continued)
Second Quarter 2014
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believe are important in calculating our NAV but have not presented any specific methodology nor provided any guidance on the assumptions or estimates that should be used in the calculation.
The components of NAV do not consider the potential changes in rental and fee income streams or the franchise value associated with our global operating platform, strategic capital platform, or development platform.
Net Effective Rent Change (GAAP) represents the change on operating portfolio properties in net effective rental rates (average rate over the lease term) on new and renewed leases signed during the period as compared with the previous effective rental rates in that same space.
Net Operating Income (NOI) represents rental income less rental expenses.
Noncontrolling Interest. The following table includes information for each entity we consolidate and in which we own less than 100% (dollars in thousands):
Ownership Noncontrolling
Percentage Interest Real Estate Debt
Brazil Fund 50.0% 77,838 - -
Prologis U.S. Logistics Venture 55.0% 435,875 1,001,754 -
Other consolidated entities various 143,698 1,020,570 26,804
Limited partners in the Operating Partnership 47,695 - -
Noncontrolling interests $ 705,106 $ 2,022,324 $ 26,804
Operating Portfolio includes stabilized industrial properties in our owned and managed portfolio. A developed property moves into the Operating Portfolio when it meets Stabilization.
Pro-Rata Balance Sheet and Operating Information. The consolidated amounts shown are derived from and prepared on a consistent basis with our consolidated financial statements and are adjusted to remove the amounts attributable to non-controlling interests. The Prologis share of unconsolidated co-investment ventures column was derived on an entity-by-entity basis by applying our ownership percentage to each line item to calculate our share of that line item. For purposes of balance sheet data, we used our ownership percentage at the end of the period and for operating information, we used our average ownership percentage for the period, consistent with how we calculate our share of net earnings (loss) during the period. We used a similar calculation to derive the noncontrolling interests share of each line item. In order to present the total owned and managed portfolio, we added our investors share of each line item in the unconsolidated co-investment ventures and the noncontrolling interests share of each line item to the Prologis Total Share.
Prologis Share represents our proportionate economic ownership of each entity included in our total owned and managed portfolio.
Rental Income included the following (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2014 2013 2014 2013
Rental income $ 290,803 $ 285,759 $ 586,309 $ 626,114
Amortization of lease intangibles (7,280) (8,164) (14,974) (17,949)
Rental expense recoveries 86,812 76,485 174,174 173,373
Straight-lined rents 10,938 9,876 24,004 26,562
$ 381,273 $ 363,956 $ 769,513 $ 808,100
Notes and Definitions
(continued)
Second Quarter 2014
Same Store. We evaluate the operating performance of the operating properties we own and manage using a Same Store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of changes in the composition of the portfolio on performance measures. We include the properties included in our owned and managed portfolio that were in operation at January 1, 2013 and throughout the full periods in both 2013 and 2014. We have removed all properties that were disposed of to a third party from the population for both periods. We believe the factors that impact rental income, rental expenses and NOI in the Same Store portfolio are generally the same as for the total operating portfolio. In order to derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the current exchange rate to translate from local currency into U.S. dollars, for both periods.
Our same store measures are non-GAAP measures that are commonly used in the real estate industry and are calculated beginning with rental income and rental expenses from the financial statements prepared in accordance with GAAP. It is also common in the real estate industry and expected from the analyst and investor community that these numbers be further adjusted to remove certain non-cash items included in the financial statements prepared in accordance with GAAP to reflect a cash same store number. In order to clearly label these metrics, we call one Same Store NOI- GAAP and one Same Store NOI-Adjusted Cash. As these are non-GAAP measures they have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation from our financial statements prepared in accordance with GAAP to Same Store NOI-GAAP and then to Same Store NOI-Adjusted Cash with explanations of how these metrics are calculated and adjusted.
The following is a reconciliation of our consolidated rental income, rental expenses and NOI, as included in the Consolidated Statements of Operations, to the respective amounts in our Same Store portfolio analysis (dollars in thousands):
Three Months Ended
June 30,
Change
2014 2013 (%)
Rental Income:
Per the Consolidated Statements of Operations $ 381,273 $ 363,956
Properties not included and other adjustments (a) (43,630) (25,636)
Unconsolidated Co-Investment Ventures 459,293 434,360
Same Store - Rental Income $ 796,936 $ 772,680 3.1%
Rental Expense:
Per the Consolidated Statements of Operations $ 109,576 $ 109,837
Properties not included and other adjustments (b) (8,114) (7,499)
Unconsolidated Co-Investment Ventures 111,052 107,443
Same Store - Rental Expense $ 212,514 $ 209,781 1.3%
NOI-GAAP:
Per the Consolidated Statements of Operations $ 271,697 $ 254,119
Properties not included and other adjustments (35,516) (18,137)
Unconsolidated Co-Investment Ventures 348,241 326,917
Same Store - NOI - GAAP $ 584,422 $ 562,899 3.8%
NOI-Adjusted Cash:
Same store- NOI - GAAP $ 584,422 $ 562,899
Adjustments (c) (1,830) (9,539)
Same Store - NOI- Adjusted Cash $ 582,592 $ 553,360 5.3%
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Notes and Definitions
(continued)
Second Quarter 2014
(a) To calculate Same Store rental income, we exclude the net termination and renegotiation fees to allow us to evaluate the growth or decline in each propertys rental income without regard to items that are not indicative of the propertys recurring operating performance.
(b) To calculate Same Store rental expense, we include an allocation of the property management expenses for our consolidated properties based on the property management fee that is provided for in the individual management agreements under which our wholly owned management companies provide property management services (generally the fee is based on a percentage of revenue). On consolidation, the management fee income and expenses are eliminated and the actual cost of providing property management services is recognized.
(c) In order to derive Same Store- NOIAdjusted Cash, we adjust Same Store- NOI- GAAP to exclude non-cash items included in our rental income in our GAAP financial statements, including straight line rent adjustments and adjustments related to purchase accounts to reflect leases at fair value at the time of acquisition.
Same Store Average Occupancy represents the average occupied percentage of the Same Store portfolio for the period.
Stabilization is defined when a property that was developed has been completed for one year or is 90% occupied. Upon stabilization, a property is moved into our Operating Portfolio.
Strategic Capital NOI represents strategic capital income less strategic capital expenses.
Tenant Retention is the square footage of all leases rented by existing tenants divided by the square footage of all expiring and rented leases during the reporting period, excluding the square footage of tenants that default or buy-out prior to expiration of their lease, short-term tenants and the square footage of month-to-month leases.
Total Expected Investment (TEI) represents total estimated cost of development or expansion, including land, development and leasing costs. TEI is based on current projections and is subject to change. Non-U.S. dollar investments are translated to U.S. dollars using the exchange rate at period end or the date of development start for purposes of calculating development starts in any period.
Turnover Costs represent the costs incurred in connection with the signing of a lease, including leasing commissions and tenant improvements. Tenant improvements include costs to prepare a space for a new tenant and for a lease renewal with the same tenant. It excludes costs to prepare a space that is being leased for the first time (i.e. in a new development property).
Value-Added Acquisitions are properties we acquire for which we believe the discount in pricing attributed to the operating challenges could provide greater returns post-stabilization than the returns of stabilized properties that are not Value-Added Acquisitions. Value Added Acquisitions must have one or more of the following characteristics: (i) existing vacancy in excess of 20%; (ii) short term lease roll-over, typically during the first two years of ownership; (iii) significant capital improvement requirements in excess of 10% of the purchase price and must be invested within the first two years of ownership.
Value-Added Conversions represent the repurposing of industrial properties to a higher and better use, including office, residential, retail, research and development, data center, self storage or manufacturing with the intent to ultimately sell the property once repositioned. Activities required to prepare the property for conversion to a higher and better use may include such activities as re-zoning, re-designing, re-constructing, and re-tenanting. The economic gain on sales of value added conversions represents the amount by which the sales proceeds exceed our original cost in dollars and percentages.
Value Creation represents the value that we will create through our development and leasing activities. We calculate value creation by estimating the NOI that the property will generate at
Stabilization and applying an estimated stabilized capitalization rate applicable to that property. The value creation is calculated as the amount by which the estimated value exceeds our total expected investment and does not include any fees or promotes we may earn.
Weighted Average Estimated Stabilized Yield is calculated as NOI assuming stabilized occupancy divided by Acquisition Cost or TEI, as applicable.
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