PROLOGIS, INC. SAN FRANCISCO, April 19, 2016 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the first quarter of 2016.
HIGHLIGHTS
-- Core funds from operations per diluted share was $0.61, up 24 percent
year-over-year
-- Prologis' share of GAAP same store NOI increased 7.4 percent
-- Prologis' share of GAAP rent change on rollovers was +20.1 percent
-- Short-term financing associated with the acquisition of the KTR real
estate portfolio was fully repaid, ahead of plan
"We are off to an excellent start this year," said Hamid Moghadam, chairman and CEO, Prologis. "Operating conditions remain extremely healthy in the majority of our markets, above our expectations. Consumption and e-commerce are the key drivers of our growth and both continue to grow faster than underlying economies would suggest. These factors, combined with our focused investment strategy, have resulted in strong operational and financial results in the first quarter."
HIGH-QUALITY PORTFOLIO DRIVES RECORD OPERATING RESULTS
Owned
&
Managed 1Q16 1Q15 Notes
------- ---- ---- -----
Period
End
Occupancy 96.1% 95.9%
--------- ---- ----
Leases
Signed 46MSF 39MSF Record leasing volume
------ ----- ----- ---------------------
Customer
Retention 84.4% 86.3%
--------- ---- ----
Prologis
Share 1Q16 1Q15 Notes
-------- ---- ---- -----
Rent Record led by the U.S.
Change at 27.3%
(GAAP) 20.1% 11.5%
------- ---- ---- -----------------------
Rent
Change
(Cash) 8.6% 4.7%
------ --- ---
Same Record led by the U.S.
store at 9.6%
NOI
(GAAP) 7.4% 3.7%
------- --- --- -----------------------
Same
store
NOI
(Cash) 6.0% 4.2%
------ --- ---
PRUDENT CAPITAL DEPLOYMENT
Prologis Share 1Q16 Notes
-------------- ---- -----
Building Acquisitions $46M
--------------------- ----
Weighted avg
stabilized cap rate 6.6%
-------------------- ---
Development
Stabilizations $468M 63% outside the U.S.
--------------- ----- --------------------
Estimated weighted avg
yield 6.8%
---------------------- ---
Estimated weighted avg
margin 26.8%
---------------------- ----
Estimated value
creation $126M
--------------- -----
Development Starts $193M
------------------ -----
Estimated weighted avg
margin 20.3%
---------------------- ----
Estimated value
creation $39M
--------------- ----
% Build-to-suit 41.5%
--------------- ----
Total Dispositions $617M Excludes $198M of cash
(Buildings and Land) received from the installment
and Contributions sale related to Facebook
--------------------- ----- ------------------------------
Weighted avg 5.7% Excludes land and other real
stabilized cap rate estate
-------------------- --- -----------------------------
CONTINUED STRENGTHENING OF FINANCIAL POSITION
During the first quarter, Prologis completed $1.2 billion of refinancings and fully retired the $400 million short-term financing associated with the acquisition of the KTR real estate portfolio. Subsequent to quarter-end, the company recast its Global Line of Credit which now matures in 2021; the new facility was increased by $640 million to $3.0 billion and pricing decreased by 10 basis points to 90 basis points over LIBOR as of the closing of the line.
"With the recast of our credit facility last week and our existing yen facility, we've increased our total line capacity to $3.4 billion at attractive pricing as well as enhanced our already significant liquidity position," said Thomas S. Olinger, chief financial officer, Prologis. "During the quarter, we received positive outlook revisions to our Baa1/BBB+ credit ratings from Moody's and S&P, which support the continued upward trajectory of our balance sheet."
GAAP NET EARNINGS
Net earnings per diluted share was $0.39 for the first quarter compared with $0.65 for the same period in 2015.
GUIDANCE UPDATED FOR 2016
Per diluted share
-----------------
GAAP Net Earnings $0.87 to $0.95
----------------- --------------
Core FFO $2.50 to $2.60
-------- --------------
AFFO $2.40 to $2.50
---- --------------
Operations
----------
Year-end occupancy 96.0% to 97.0%
------------------ -------------
GAAP Same store NOI -
Prologis share 4.0% to 4.5%
--------------------- -----------
Other Assumptions (in millions)
------------------------------
Strategic capital revenue $180 to $190
------------------------- ------------
Net promote income $90 to $100
------------------ -----------
General & administrative
expense* $218 to $228
------------------------ ------------
Realized development
gains $150 to $200
-------------------- ------------
Annualized first quarter
2016 dividend $1.68
------------------------ -----
*Reduction from original 2016 guidance due to a reclassification
of $17 million to strategic capital expenses
Capital Deployment (in millions)
-------------------------------
Development
stabilizations (80%
Prologis share) $2,000 to $2,200
-------------------- ----------------
Development starts (80%
Prologis share) $1,800 to $2,300
----------------------- ----------------
Building acquisitions
(40% Prologis share) $400 to $700
--------------------- ------------
Building and land
dispositions (75%
Prologis share) $1,700 to $2,200
------------------ ----------------
Building contributions
(75% Prologis share, net
of retained ownership) $900 to $1,200
------------------------- --------------
The Core FFO and earnings guidance described 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, acquisition costs, 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 2016 relates predominantly to these items.
WEBCAST & CONFERENCE CALL INFORMATION
Prologis will host a live webcast and conference call to discuss quarterly results, current market conditions and future outlook. Here are the event details:
-- Tuesday, April 19, 2016 at 12 p.m. U.S. Eastern Time.
-- Live webcast at http://ir.prologis.com by clicking Investors>Investor
Events and Presentations
-- Dial in: +1 877-256-7020 or +1 973-409-9692 and enter Passcode 74787274.
A telephonic replay will be available April 19-26 at +1 (855) 859-2056 (from the United States and Canada) or +1 (404) 537-3406 (from all other countries) using conference code 74787274. The webcast replay will be posted when available in the Investor Relations "Events & Presentations" section.
ABOUT PROLOGIS
Prologis, Inc., is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of March 31, 2016, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 667 million square feet (62 million square meters) in 20 countries. Prologis lease modern distribution facilities to a diverse base of approximately 5,200 customers across two major categories: business-to-business and retail/online fulfillment.
FORWARD-LOOKING STATEMENTS
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 we operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and 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, capital structure 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 status, tax structuring and income tax rates (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, 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 us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document.
dollars in millions, Three Months
except per share/unit ended March
data 31,
---------------------- -------------
2016 2015
Revenues $606 $463
Revenues -Prologis
share 677 579
Net earnings
attributable to
common
stockholders 208 345
Core FFO 330 254
AFFO 346 211
Adjusted EBITDA 549 367
Estimated value
creation from
development starts
-Prologis share 39 46
Common stock
dividends and
common limited
partnership unit
distributions 230 189
Per common share -
diluted:
Net earnings
attributable to
common
stockholders $0.39 $0.65
Core FFO 0.61 0.49
AFFO 0.64 0.41
Business line
reporting:
Real estate operations 0.57 0.45
Strategic capital 0.04 0.04
---- ----
Core FFO 0.61 0.49
Realized development gains, net
of taxes 0.16 0.01
Dividends and
distributions per
common share/unit 0.42 0.36
in thousands March 31, 2016 December 31, 2015
------------ -------------- -----------------
Assets:
Investments in real
estate properties:
Operating properties $23,788,600 $23,735,745
Development
portfolio 1,923,362 1,872,903
Land 1,341,600 1,359,794
Other real estate
investments 575,118 552,926
------- -------
27,628,680 27,521,368
Less accumulated
depreciation 3,424,143 3,274,284
--------- ---------
Net investments in real estate
properties 24,204,537 24,247,084
Investments in and
advances to
unconsolidated entities 4,866,664 4,755,620
Assets held for sale 431,332 378,423
Notes receivable backed
by real estate 37,550 235,050
------
Net investments in real estate 29,540,083 29,616,177
Cash and cash
equivalents 369,737 264,080
Other assets 1,465,928 1,514,510
Total assets $31,375,748 $31,394,767
Liabilities and Equity:
Liabilities:
Debt $11,687,171 $11,626,831
Accounts payable,
accrued expenses
and other
liabilities 1,347,953 1,347,100
Total liabilities 13,035,124 12,973,931
---------- ----------
Equity:
Stockholders'
equity:
Preferred stock 78,235 78,235
Common stock 5,251 5,245
Additional paid-
in capital 19,311,795 19,302,367
Accumulated other
comprehensive
loss (813,900) (791,429)
Distributions in
excess of net
earnings (3,948,720) (3,926,483)
---------- ----------
Total stockholders' equity 14,632,661 14,667,935
Noncontrolling
interests 3,264,088 3,320,227
Noncontrolling
interests -limited
partnership
unitholders 443,875 432,674
------- -------
Total equity 18,340,624 18,420,836
---------- ----------
Total liabilities and equity $31,375,748 $31,394,767
in thousands, except per share
amounts Three Months Ended
March 31,
---------
2016 2015
Revenues:
Rental $554,116 $418,802
Strategic
capital 49,666 42,025
Development
management and
other 2,518 2,020
Total
revenues 606,300 462,847
------- -------
Expenses:
Rental 146,581 127,095
Strategic
capital 25,293 25,182
General and
administrative 50,543 51,306
Depreciation
and
amortization 250,000 169,808
Other 4,685 5,575
Total
expenses 477,102 378,966
------- -------
Operating income 129,198 83,881
Other income (expense):
Earnings from
unconsolidated
entities, net 58,311 31,042
Interest
expense (80,812) (68,761)
Gains on
dispositions
of development
properties and
land, net 93,985 831
Gains on
dispositions
of real
estate, net
(excluding
development
properties and
land) 50,332 276,884
Foreign
currency and
derivative
gains (losses)
and interest
and other
income
(expense), net (11,620) 45,615
Losses on early
extinguishment
of debt, net (1,052) (16,289)
------------ ------
Total other
income 109,144 269,322
------- -------
Earnings before income taxes 238,342 353,203
Current income
tax expense (16,156) (839)
Deferred income
tax benefit
(expense) 619 (1,052)
------------ ---
Consolidated net earnings 222,805 351,312
Net earnings attributable to
noncontrolling interests (13,075) (4,436)
------- ------
Net earnings attributable to
controlling interests 209,730 346,876
Preferred stock dividends (1,689) (1,670)
Net earnings attributable to
common stockholders $208,041 $345,206
Weighted average common shares
outstanding -Diluted 543,562 529,022
Net earnings per share
attributable to common
stockholders -Diluted $0.39 $0.65
in thousands Three Months Ended
March 31,
---------
2016 2015
Net earnings attributable to
common stockholders $208,041 $345,206
Add (deduct) NAREIT defined
adjustments:
Real estate
related
depreciation
and
amortization 243,592 164,251
Gains on
dispositions
of real
estate, net
(excluding
development
properties and
land) (50,332) (276,884)
Reconciling
items related
to
noncontrolling
interests (40,275) (11,512)
Our share of
reconciling
items related
to
unconsolidated
co-investment
ventures 40,000 47,372
Our share of
reconciling
items related
to other
unconsolidated
ventures (2,506) 1,721
Subtotal-NAREIT defined FFO $398,520 $270,154
Add (deduct) our defined
adjustments:
Unrealized
foreign
currency and
derivative
losses
(gains), net 15,328 (32,860)
Deferred income
tax benefit
(expense) (619) 1,052
Reconciling
items related
to
noncontrolling
interests 483 (1,568)
Our share of
reconciling
items related
to
unconsolidated
co-investment
ventures (1,974) 1,949
FFO, as defined by Prologis $411,738 $238,727
Adjustments to arrive at Core
FFO:
Net gain on
dispositions
of development
properties and
land, net of
taxes (85,662) (3,234)
Acquisition
expenses 1,261 1,304
Losses on early
extinguishment
of debt, net 1,052 16,289
Reconciling
items related
to
noncontrolling
interests 90 (2,029)
Our share of
reconciling
items related
to
unconsolidated
entities 1,154 3,322
Core FFO $329,633 $254,379
Adjustments to arrive at Adjusted
FFO ("AFFO"), including our
share of unconsolidated co-
investment ventures less third
party share of consolidated
entities:
Net gains on
dispositions
of development
properties and
land, net of
taxes 85,662 3,234
Straight-lined
rents and
amortization
of lease
intangibles (31,561) (4,832)
Property
improvements (7,257) (11,470)
Tenant
improvements (20,289) (18,334)
Leasing
commissions (21,280) (12,426)
Amortization of
management
contracts 916 944
Amortization of
debt premiums
and financing
costs, net (5,391) (6,419)
Stock
compensation
expense 12,465 13,234
Reconciling
items related
to
noncontrolling
interests 17,441 7,782
Our share of
reconciling
items related
to
unconsolidated
co-investment
ventures (14,664) (14,768)
AFFO $345,675 $211,324
Common stock dividends and common
limited partnership unit
distributions $230,279 $188,915
Payout ratio - AFFO 67% 89%
Payout ratio -AFFO, excluding
development gains 89% 91%
in thousands Three Months Ended
March 31,
---------
2016 2015
Net earnings attributable to common
stockholders $208,041 $345,206
Gains on
dispositions
of real
estate, net
(excluding
development
properties
and land) (50,332) (276,884)
Depreciation
and
amortization
expenses 250,000 169,808
Interest
expense 80,812 68,761
Losses on
early
extinguishment
of debt, net 1,052 16,289
Current and
deferred
income tax
expense, net 15,537 1,891
Reconciling
items related
to
noncontrolling
interest-
limited
partnership
unitholders 6,234 1,282
Pro forma
adjustments (5,935) 740
Preferred
stock
dividends 1,689 1,670
Unrealized
foreign
currency and
derivative
losses
(gains), net 15,328 (32,860)
Stock
compensation
expense 12,465 13,234
Acquisition
expenses 1,261 1,304
Adjusted EBITDA, consolidated $536,152 $310,441
Our share of reconciling items from
unconsolidated entities less third
party share of consolidated
entities:
Gains on
dispositions
of real
estate, net
(excluding
development
properties
and land) (11,339) 5
Depreciation
and
amortization
expenses 5,216 38,181
Interest
expense 10,158 13,773
Losses on
early
extinguishment
of debt, net 1,544 342
Current income
tax expense 5,577 2,189
Unrealized
foreign
currency and
derivative
losses
(gains) and
deferred
income tax
expense, net 1,491 381
Acquisition
expenses 425 1,966
Adjusted EBITDA $549,224 $367,278
Adjusted EBITDA. We use Adjusted EBITDA to measure our operating performance. We calculate Adjusted EBITDA beginning with consolidated net earnings (loss) attributable to common stockholders 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 (other than from land and development properties), gains from the revaluation of equity investments upon acquisition of a controlling interest, 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 and unrealized gains or losses on foreign currency and derivative activity). We make adjustments to reflect our economic ownership in each entity in which we invest, whether consolidated or unconsolidated.
We consider Adjusted EBITDA to provide investors relevant and useful information because it permits investors to view our operating performance on an unleveraged basis before the effects of income tax, non-cash depreciation and amortization expense, gains and losses on the disposition of non-development properties and other items (outlined above), 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 and stabilize and to remove NOI on properties we 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 and the other required Generally Accepted Accounting Principles ("GAAP") measures of our performance to improve their understanding of our operating results, 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 GAAP presentations. Adjusted EBITDA does not reflect our historical cash expenditures or future cash requirements for working capital, capital expenditures, distribution requirements, contractual commitments or 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 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.
Business Line Reporting. Core FFO and development gains are generated by our three lines of business: (i) real estate operations; (ii) strategic capital; and (iii) development. Real estate operations represents total Prologis Core FFO, less the amount allocated to the Strategic Capital line of business. The amount of Core FFO allocated to the Strategic Capital line of business represents the third party share of the asset management related fees we earn from our co-investment ventures (both consolidated and unconsolidated) less costs directly associated to our strategic capital group, plus development management income. Development gains include our share of gains on dispositions of development properties and land, net of taxes. To calculate the per share amount, the amount generated by each line of business is divided by the weighted average diluted common shares outstanding used in our Core FFO calculation of per share amounts. Management believes evaluating our results by line of business is a useful supplemental measure of our operating performance because it helps the investing public compare the operating performance of Prologis' respective businesses to other companies' comparable businesses. Prologis' computation of FFO by line of business may not be comparable to that reported by other real estate investment trusts as they may use different methodologies in computing such measures.
Calculation of Per Share Amounts
in thousands, except per share amount Three Months Ended
March 31,
---------
2016 2015
Net earnings
------------
Net earnings $208,041 $345,206
Noncontrolling interest attributable to
exchangeable limited partnership units 6,609 1,650
Gains, net of expenses, associated with
exchangeable debt assumed exchanged - (1,614)
--- ------
Adjusted net earnings - Diluted $214,650 $345,242
======== ========
Weighted average common shares outstanding -
Basic 524,205 514,022
Incremental weighted average effect on
exchange of limited partnership units 17,543 3,794
Incremental weighted average effect of stock
awards 1,814 2,394
Incremental weighted average effect on
exchangeable debt assumed exchanged (a) - 8,812
--- -----
Weighted average common shares outstanding -
Diluted 543,562 529,022
======= =======
Net earnings per share - Basic $0.40 $0.67
===== =====
Net earnings per share - Diluted $0.39 $0.65
===== =====
Core FFO
--------
Core FFO $329,633 $254,379
Noncontrolling interest attributable to
exchangeable limited partnership units 46 881
Interest expense on exchangeable debt assumed
exchanged - 3,506
--- -----
Core FFO - Diluted $329,679 $258,766
======== ========
Weighted average common shares outstanding -
Basic 524,205 514,022
Incremental weighted average effect on
exchange of limited partnership units 15,877 3,794
Incremental weighted average effect of stock
awards 1,814 2,394
Incremental weighted average effect on
exchangeable debt assumed exchanged (a) - 8,812
--- -----
Weighted average common shares outstanding -
Diluted 541,896 529,022
======= =======
Core FFO per share - Diluted $0.61 $0.49
---------------------------- ----- -----
AFFO $345,675 $211,324
Noncontrolling interest attributable to
exchangeable limited partnership units 1,067 60
Interest expense on exchangeable debt assumed
exchanged - 3,113
--- -----
AFFO - Diluted $346,742 $214,497
======== ========
Weighted average common shares outstanding -
Basic 524,205 514,022
Incremental weighted average effect on
exchange of limited partnership units 17,543 2,103
Incremental weighted average effect of stock
awards 1,814 2,394
Incremental weighted average effect on
exchangeable debt assumed exchanged (a) - 8,812
--- -----
Weighted average common shares outstanding -
Diluted 543,562 527,331
======= =======
AFFO per share - Diluted $0.64 $0.41
------------------------ ----- -----
(a) In March 2015, the exchangeable
debt was settled primarily through
the issuance of common stock. The
adjustment in 2015 assumes the
exchange occurred on January 1,
2015.
FFO, as defined by Prologis attributable to common stockholders/unitholders ("FFO, as defined by Prologis"); Core FFO attributable to common stockholders/unitholders ("Core FFO"); AFFO (collectively referred to as "FFO"). FFO is a financial measure that is not determined in accordance with GAAP, but is a 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 that FFO is only meaningful when it is used in conjunction with net earnings computed under GAAP. Furthermore, we believe our consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of our financial condition.
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. We exclude
depreciation from our unconsolidated
entities and the third parties'
share of our consolidated ventures.
(ii) REITs were created 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 and consolidated
entities, in our definition of FFO.
We exclude the gain on revaluation
of equity investments upon
acquisition of a controlling
interest from 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 calculate our FFO measures, as defined below, based on our proportionate ownership share of both our unconsolidated and consolidated ventures. We reflect our share of our FFO measures for unconsolidated ventures by applying our average ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by adjusting our FFO measures to remove the third party ownership share of the applicable reconciling items based on average ownership percentage for the applicable periods.
We use these FFO measures, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison with 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 with 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 revenue. While not infrequent or unusual, these additional items we exclude in calculating FFO, as defined by Prologis, defined below, 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) unhedged 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
associated with derivative financial
instruments.
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 nonrecurring items that we recognized directly in FFO, as defined by Prologis:
(i) gains or losses from 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 and
redemption and repurchase of
preferred stock; and
(v) expenses related to natural
disasters.
AFFO
To arrive at AFFO, we adjust Core FFO to include realized gains from the disposition of land and development properties and our share of recurring capital expenditures and exclude our share of the impact of; (i) straight-line rents; (ii) amortization of above- and below-market lease intangibles; (iii) amortization of management contracts; (iv) amortization of debt premiums and discounts and financing costs, net of amounts capitalized, and; (v) stock compensation expense.
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 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.
We analyze our operating performance primarily by the rental revenue 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. Although these items discussed above 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 and AFFO, 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 revenue. 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.
As discussed above, we believe AFFO is a supplemental measure of operating performance, although we also believe AFFO provides a meaningful indicator of our ability to fund our distributions to our stockholders.
Limitations on the 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 we have or may pay.
-- Depreciation and amortization of real estate assets are economic costs
that are excluded from FFO. Certain of our FFO measures are limited, as
not all reflect the cash requirements that may be necessary for future
replacements of the real estate assets. Furthermore, 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 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.
Prologis Share represents our proportionate economic ownership of each entity included in our total owned and managed portfolio whether consolidated or unconsolidated.
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 (including development properties that have been completed and available for lease) at January 1, 2015 and throughout the full periods in both 2015 and 2016. 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,
---------
2016 2015 Change
(%)
Rental
Revenue:
Rental Revenue $437,104 $324,547
Rental
Recoveries 117,012 94,255
------- ------
Rental Revenue
per the
Consolidated
Statements of
Operations 554,116 418,802
Properties not
included and
other
adjustments
(a) (160,038) (40,293)
Unconsolidated
Co-Investment
Ventures 441,104 427,657
------- -------
Same Store -
Rental Income $835,182 $806,166 3.6%
-------------- -------- -------- ---
Rental
Expense:
Per the
Consolidated
Statements of
Operations $146,581 $126,934
Properties not
included and
other
adjustments
(b) (30,270) (6,418)
Unconsolidated
Co-Investment
Ventures 101,059 100,625
------- -------
Same Store -
Rental
Expense $217,370 $221,141 -1.7%
------------ -------- -------- ----
NOI-GAAP:
Per the
Consolidated
Statements of
Operations $407,535 $291,868
Properties not
included and
other
adjustments (129,768) (33,875)
Unconsolidated
Co-Investment
Ventures 340,045 327,032
------- -------
Same Store -
NOI -GAAP $617,812 $585,025 5.6%
Same Store -
NOI -GAAP -
Prologis
Share (c) $363,527 $338,396 7.4%
------------ -------- -------- ---
NOI-Adjusted
Cash:
Same store-
NOI - GAAP $617,812 $585,025
Straight-line
rent
adjustments
(d) $(16,628) $(17,635)
Fair value
lease
adjustments
(d) (1,075) 4,781
------ -----
Same Store -
NOI-
Adjusted Cash $600,109 $572,171 4.9%
Same Store -
NOI-
Adjusted Cash
- Prologis
Share (c) $353,027 $333,036 6.0%
-------------- -------- -------- ---
(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) Prologis share of Same Store is
calculated using the underlying
building information from the Same
Store NOI GAAP and Adjusted Cash
calculations and applying our
ownership percentage as of March 31,
2016 to the NOI of each building for
both periods.
(d) 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 accounting to
reflect leases at fair value at the
time of acquisition.
Value Creation represents the value that we will create through our development and leasing activities. We calculate value creation by estimating the stabilized NOI that the property will generate and applying a stabilized capitalization rate applicable to that property. The value creation is calculated as the amount by which the value exceeds our total expected investment and does not include any fees or promotes we may earn. Value Creation for our value-added conversion properties includes the realized economic gain.
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SOURCE Prologis, Inc.
