PROLOGIS, INC. 
By SAN FRANCISCO, April 22, 2014 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today reported results for the first quarter 2014.
Core funds from operations (Core FFO) per fully diluted share was $0.43 for the first quarter compared to $0.40 for the same period in 2013.
"We started the year with excellent momentum as strong market fundamentals drove demand for our product, leading to the fifth-consecutive quarter of rent growth," said Hamid R. Moghadam, chairman and CEO, Prologis. "Growth in global trade, consumption and e-commerce continues to fuel customer requirements for modern, well-located logistics facilities. Investor interest is leading to further capitalization rate compression in most regions across the globe, most notably in Europe."
OPERATING RESULTS EXCEEDED FORECAST
The company leased 33.7 million square feet (3.1 million square meters) in its combined operating and development portfolios in the first quarter. Prologis ended the quarter with 94.5 percent occupancy in its operating portfolio, up 80 basis points over the same period in 2013, and as expected, down 60 basis points from year-end.
Tenant retention in the quarter was 84.6 percent, up 660 basis points from the same period in 2013, with tenant renewals totaling 23.3 million square feet (2.2 million square meters). GAAP rental rates on leases signed in the quarter increased 7.0 percent from prior rents compared to an increase of 2.0 percent in the same period in 2013. All divisions had positive rent change on rollover, led by the Americas at 10.4 percent.
In the first quarter, GAAP same-store net operating income (NOI) increased 3.0 percent, or 4.1 percent on an adjusted cash basis, as compared to the same period in 2013. This increase was driven by higher occupancy and increasing rental rents.
CAPITAL DEPLOYMENT INCREASED ASSETS UNDER MANAGEMENT
New investments during the first quarter, excluding contributions and dispositions, totaled $542.7 million ($303.6 million Prologis' share).
Acquisitions
The company acquired $370.5 million ($163.1 million Prologis' share) of buildings, principally in Europe. The stabilized capitalization rate on building acquisitions was 7.0 percent.
Development Starts & Pipeline
During the quarter, Prologis started $172.2 million ($140.5 million Prologis' share) of new development projects, with an estimated weighted average yield upon stabilization of 7.7 percent and an estimated development margin of 22.2 percent.
The company stabilized $264.1 million in development projects, with an estimated development margin of 22.2 percent and $58.6 million ($50.5 million Prologis' share) of estimated value creation.
At quarter end, Prologis' global development pipeline had a total expected investment of $2.3 billion ($1.9 billion Prologis' share). The pipeline had an estimated weighted average yield at stabilization of 7.3 percent, an estimated development margin of 20.3 percent, and $408.8 million of estimated value creation upon stabilization.
Contributions and Dispositions
In the first quarter, Prologis completed contributions and dispositions totaling $1.2 billion ($568.3 million Prologis' share), with a stabilized capitalization rate of 6.2 percent. This includes, as previously announced, the contribution of a $1.0 billion ($453.4 million Prologis' share) stabilized portfolio of 66 logistics facilities totaling approximately 12.8 million square feet to Prologis U.S. Logistics Venture.
GROWTH IN INVESTMENT MANAGEMENT
Through April 22, 2014, Prologis raised $582.5 million of third-party equity for its ventures, including: $283.3 million for Prologis European Logistics Partners; $215.6 million for Prologis European Properties Fund II; $58.6 million for Prologis Targeted Europe Logistics Fund; and $25.0 million for Prologis Targeted U.S. Logistics Fund.
At quarter end, Prologis had $27.3 billion ($8.3 billion Prologis' share) in combined assets under management in 15 co-investment ventures.
CAPITAL MARKETS ACTIVITY STRENGTHENS FINANCIAL POSITION
During the first quarter, Prologis took the opportunity to further access the current low interest rate environment to complete approximately $1.2 billion of debt financings and refinancings, including the issuance of EUR700 million ($965.2 million) of Eurobonds.
Subsequent to quarter end, the company closed on the issuance of EUR300 million ($413.6 million) of Prologis European Properties Fund II Eurobonds. Additionally, the company redeemed $194.2 million of U.S. senior notes and repaid $239.3 million of secured debt.
"The recent credit ratings upgrade from Standard & Poor's to BBB+ is affirmation of our earnings trajectory, significant liquidity, and our demonstrated commitment to build one of the strongest balance sheets in the REIT sector," said Thomas S. Olinger, chief financial officer, Prologis. "Our euro-related financings in the first quarter enabled us to increase our U.S. dollar net equity position to 82 percent, further minimizing foreign currency exposure."
DIVIDEND INCREASED
As previously announced, the board of directors of Prologis approved a plan during the first quarter to raise the company's annualized dividend level by 18 percent to $1.32 per share of common stock. The dividend is expected to be declared quarterly.
NET EARNINGS
Net earnings per fully diluted share was $0.01 for the first quarter compared to net earnings per share of $0.57 for the same period in 2013. The year-over-year decrease was primarily due to a lower level of gains on the contributions and disposition of operating properties.
GUIDANCE NARROWED FOR 2014
Prologis narrowed its full-year 2014 Core FFO guidance range to $1.76 to $1.82 per diluted share from $1.74 to $1.82 per diluted share. The company also narrowed its guidance for net earnings to a range of $0.06 to $0.12 per diluted share.
The Core FFO and earnings guidance reflected above excludes any potential future gains (losses) recognized from real estate transactions. 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 company's 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, April 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 48765448.
A telephonic replay will be available from April 23 through May 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 48765448. 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 March 31, 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 574 million square feet (53.3 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, management's beliefs and assumptions made by management. Such statements involve 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.
Three months
ended March 31,
----------------
(dollars in thousands,
except per share data) 2014 2013
Revenues $434,682 $490,616
Net
earnings
attributable
to common
stockholders 4,666 265,416
Core FFO 217,555 187,937
Core AFFO 171,353 141,361
Adjusted
EBITDA 354,093 337,668
Value
creation
from
development
stabilization
-
Prologis
share 50,507 67,412
Common
stock
dividends
paid 166,689 130,753
Per common
share -
diluted:
Net earnings attributable
to common stockholders $0.01 $0.57
Core FFO 0.43 0.40
Dividends
per share 0.33 0.28
(in March 31,
thousands) 2014 December 31, 2013
----------- ---------- -----------------
Assets:
Investments
in real
estate
assets:
Operating
properties $17,948,473 $17,801,064
Development
portfolio 1,051,716 1,021,017
Land 1,544,242 1,516,166
Other real
estate
investments 494,359 486,230
------- -------
21,038,790 20,824,477
Less
accumulated
depreciation 2,698,043 2,568,998
--------- ---------
Net
investments
in
properties 18,340,747 18,255,479
Investments
in and
advances to
unconsolidated
entities 4,687,922 4,430,239
Notes
receivable
backed by
real estate
and other
assets 191,703 192,042
------- -------
Net
investments
in real
estate 23,220,372 22,877,760
Cash and
cash
equivalents 188,886 491,129
Restricted
cash 9,750 14,210
Accounts
receivable 114,880 128,196
Other assets 1,121,260 1,061,012
Total
assets $24,655,148 $24,572,307
=========== ===========
Liabilities
and
Equity:
Liabilities:
Debt $8,870,635 $9,011,216
Accounts
payable,
accrued
expenses,
and other
liabilities 1,291,270 1,384,638
Total
liabilities 10,161,905 10,395,854
---------- ----------
Equity:
Stockholders'
equity:
Preferred
stock 100,000 100,000
Common stock 4,997 4,988
Additional
paid-in
capital 18,005,321 17,974,452
Accumulated
other
comprehensive
loss (444,594) (435,675)
Distributions
in excess
of net
earnings (4,094,689) (3,932,664)
---------- ----------
Total
stockholders'
equity 13,571,035 13,711,101
Noncontrolling
interests 874,576 417,086
Noncontrolling
interests -
limited
partnership
unitholders 47,632 48,266
------ ------
Total
equity 14,493,243 14,176,453
---------- ----------
Total
liabilities
and
equity $24,655,148 $24,572,307
=========== ===========
Three Months Ended
(in thousands,
except per share
amounts) March 31,
----------------- ---------
2014 2013
Revenues:
Rental income $388,240 $454,789
Investment
management
income 45,310 33,635
Development
management
and other
income 1,132 2,192
Total
revenues 434,682 490,616
Expenses:
Rental
expenses 110,517 133,919
Investment
management
expenses 24,163 19,909
General and
administrative
expenses 63,203 56,197
Depreciation
and
amortization 160,280 177,266
Other
expenses 5,053 4,353
Total
expenses 363,216 391,644
Operating income 71,466 98,972
Other income
(expense):
Earnings from
unconsolidated
entities,
net 29,746 24,768
Interest
income 9,184 4,213
Interest
expense (85,523) (115,028)
Gains on
acquisitions
and
dispositions
of
investments
in real
estate, net 17,055 338,845
Foreign
currency and
derivative
gains
(losses),
related
amortization
and other
income
(expenses),
net (23,318) 8,298
Gains
(losses) on
early
extinguishment
of debt, net 273 (17,351)
Total
other
income
(expense) (52,583) 243,745
Earnings before
income taxes 18,883 342,717
Income tax
expense -
current and
deferred 6,880 51,866
Earnings from
continuing
operations 12,003 290,851
Discontinued
operations:
Income
attributable
to disposed
properties
and assets
held for
sale - 247
Net gains on
dispositions,
including
taxes - 5,834
Total
discontinued
operations - 6,081
--- -----
Consolidated net
earnings 12,003 296,932
Net earnings
attributable to
noncontrolling
interests (5,202) (12,103)
------ -------
Net earnings
attributable to
controlling
interests 6,801 284,829
Preferred stock
dividends (2,135) (10,305)
Loss on preferred
stock redemption - (9,108)
Net earnings
attributable to
common
stockholders $4,666 $265,416
====== ========
Weighted average
common shares
outstanding -
Diluted 504,373 478,952
Net earnings per
share
attributable to
common
stockholders -
Diluted $0.01 $0.57
---------------- ----- -----
Three Months Ended
(in thousands) March 31,
------------- ---------
2014 2013
Reconciliation of net
earnings to FFO
Net earnings
attributable to
common stockholders $4,666 $265,416
Add (deduct) NAREIT
defined adjustments:
Real estate
related
depreciation
and
amortization 154,495 171,017
Net gains on
non-FFO
acquisitions
and
dispositions (9,545) (102,457)
Reconciling
items
related to
noncontrolling
interests (6,201) (2,941)
Our share of
reconciling
items
included in
earnings
from
unconsolidated
co-
investment
ventures 41,716 24,802
Our share of
reconciling
items
included in
earnings
from other
unconsolidated
ventures 1,350 681
Subtotal-NAREIT
defined FFO 186,481 356,518
Add (deduct) our
defined adjustments:
Unrealized
foreign
currency
and
derivative
losses
(gains) and
related
amortization,
net 28,110 (638)
Deferred
income tax
expense 1,031 2,134
Our share of
reconciling
items
included in
earnings
from
unconsolidated
co-
investment
ventures 229 (214)
FFO, as defined by
Prologis 215,851 357,800
Adjustments to arrive
at Core FFO:
Net gains on
acquisitions
and
dispositions
of
investments
in real
estate, net
of expenses (5,658) (192,416)
Losses
(gains) on
early
extinguishment
of debt and
redemption
of
preferred
stock, net (273) 26,459
Our share of
reconciling
items from
unconsolidated
entities
less third
party share
of
consolidated
entities 7,635 (3,906)
Core FFO 217,555 187,937
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 (8,576) (7,884)
Property
improvements (11,142) (14,288)
Tenant
improvements (20,072) (20,388)
Leasing
commissions (15,560) (13,400)
Amortization
of
management
contracts 1,305 1,615
Amortization
of debt
discounts
(premiums)
and
financing
costs, net
of
capitalization (2,269) (7,002)
Cash
received
(paid) on
net
investment
hedges (5,126) 5,384
Stock
compensation
expense 15,238 9,387
Core AFFO $171,353 $141,361
======== ========
Common stock dividends $166,689 $130,753
---------------------- -------- --------
Calculation of Per Share Amounts is as follows (in thousands, except per share amounts):
Three Months Ended
March 31,
---------
2014 2013
Net earnings
------------
Net earnings $4,666 $265,416
Noncontrolling interest
attributable to
exchangeable partnership
units 17 1,182
Interest expense on
exchangeable debt assumed
converted - 4,235
--- -----
Adjusted net earnings -
Diluted $4,683 $270,833
====== ========
Weighted average common
shares outstanding -Basic 498,696 461,468
Incremental weighted average
effect on exchange of
limited partnership units 1,767 3,039
Incremental weighted average
effect of stock awards 3,910 2,566
Incremental weighted average
effect on exchangeable debt
assumed converted - 11,879
--- ------
Weighted average common
shares outstanding -
Diluted 504,373 478,952
======= =======
Net earnings per share -
Basic $0.01 $0.58
===== =====
Net earnings per share -
Diluted $0.01 $0.57
===== =====
Core FFO
--------
Core FFO $217,555 $187,937
Noncontrolling interest
attributable to
exchangeable limited
partnership units 207 489
Interest expense on
exchangeable debt assumed
converted 4,246 4,235
----- -----
Core FFO - Diluted $222,008 $192,661
======== ========
Weighted average common
shares outstanding -Basic 498,696 461,468
Incremental weighted average
effect on exchange of
limited partnership units 3,715 3,039
Incremental weighted average
effect of stock awards 3,910 2,566
Incremental weighted average
effect on exchangeable debt
assumed converted 11,879 11,879
------ ------
Weighted average common
shares outstanding -
Diluted 518,200 478,952
======= =======
Core FFO per share - Diluted $0.43 $0.40
---------------------------- ----- -----
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.
NAREIT's 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,
NAREIT's 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 NAREIT's 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 REIT's 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) 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
(v) mark-to-market adjustments and related amortization of debt discounts associated with derivative financial instruments.
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 investment management 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 NAREIT's 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 compensating for these limitations, we reconcile our defined FFO measures to our net earnings computed under GAAP.
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
March 31,
---------
2014 2013 Change
(%)
Rental Income:
Per the Consolidated
Statements of Operations $388,240 $454,789
Properties not included and
other adjustments (a) (32,814) (17,673)
Unconsolidated Co-Investment
Ventures 449,816 355,878
------- -------
Same Store - Rental Income 805,242 792,994 1.5%
-------------------------- ------- ------- ---
Rental Expense:
Per the Consolidated
Statements of Operations 110,517 133,919
Properties not included and
other adjustments (b) (1,073) (6,113)
Unconsolidated Co-Investment
Ventures 109,219 95,592
------- ------
Same Store - Rental Expense 218,663 223,398 -2.1%
--------------------------- ------- ------- ----
NOI-GAAP:
Per the Consolidated
Statements of Operations 277,723 320,870
Properties not included and
other adjustments (31,741) (11,560)
Unconsolidated Co-Investment
Ventures 340,597 260,286
------- -------
Same Store - NOI - GAAP 586,579 569,596 3.0%
----------------------- ------- ------- ---
NOI-Adjusted Cash:
Same store- NOI - GAAP 586,579 569,596
Adjustments (c) (5,405) (11,299)
------ -------
Same Store - NOI- Adjusted
Cash 581,174 558,297 4.1%
-------------------------- ------- ------- ---
(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 property's
rental income without regard
to items that are not
indicative of the property's
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- NOI - Adjusted
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.
SOURCE Prologis, Inc.
