Prologis Reports Second Quarter 2017 Earnings Results

SAN FRANCISCO, July 18, 2017 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the second quarter of 2017.

Net earnings per diluted share was $0.50 compared with $0.52 for the same period in 2016. Core funds from operations* per diluted share was $0.84 compared with $0.60 for the same period in 2016. The impact from net promote income for the quarter was $0.18 per share.

"Our second quarter results were excellent and reflect record rent increases and higher earnings from our strategic capital business," said Hamid R. Moghadam, chairman and CEO, Prologis. "Market conditions continue to be healthy. On the margin, we are now even more positive as we see increased activity from our customers and a greater willingness to compete and pay for quality locations. Market rent growth surprised us to the upside, and the mark-to-market of our portfolio increased to 13 percent globally, which positions us for strong operating performance for the next several years."

PORTFOLIO LOCATION DRIVES OUTPERFORMANCE

Owned & Managed

2Q17

2Q16

Notes

Period End Occupancy

96.2%

96.1%

The U.S. increased 70 bps year-over-year

Leases Signed

47MSF

49MSF






Prologis Share

2Q17

2Q16

Notes

Net Effective Rent Change

24.0%

17.8%

Led by the U.S. at 29.0%

Cash Rent Change

11.2%

7.9%


Net Effective Same Store NOI*

4.6%

6.1%

Led by the U.S. at 5.2%

Cash Same Store NOI*

7.2%

5.3%

Led by the U.S. at 8.0%

GLOBAL INVESTMENT STRATEGY DELIVERS PROFITABLE DEPLOYMENT ACTIVITY

Prologis Share

2Q17

Building Acquisitions

$37M

     Weighted avg stabilized cap rate

5.9%

Development Stabilizations

$560M

     Estimated weighted avg yield

6.6%

     Estimated weighted avg margin

23.1%

     Estimated value creation

$130M

Development Starts

$897M

     Estimated weighted avg margin

20.8%

     Estimated value creation

$187M

      % Build-to-suit

34.6%

Total Dispositions and Contributions

$410M

      Weighted avg stabilized cap rate (excluding land and other real estate)

6.1%

STRATEGIC CAPITAL BUSINESS FURTHER STREAMLINED
As previously announced, Prologis entered into an agreement to acquire its partner's interest in its Brazil platform for approximately R$1.2 billion (US$362) million. The transaction is expected to close this year, at which point Prologis will own 100 percent of the Brazil platform.

Subsequent to quarter-end, Prologis contributed $2.8 billion of the assets formerly owned by the North American Industrial Fund (NAIF) to its Prologis Targeted U.S. Logistics Fund (USLF) at a 5.4 percent stabilized capitalization rate. The NAIF portfolio, primarily developed by Prologis, is highly complementary to USLF. Prologis received cash proceeds of $720 million and additional units, which increased its interest in USLF to 27 percent. USLF raised over $950 million from 14 new and existing investors to facilitate this transaction. With this activity, the company now has 9 co-investment ventures.

FINANCING ACTIVITY HIGHLIGHTS ADVANTAGED ACCESS TO GLOBAL CAPITAL
During the second quarter, the company and its co-investment ventures completed $2.9 billion of financings, principally denominated in sterling and yen. In aggregate, this activity reduced Prologis' weighted average cost of debt by 10 basis points to 3 percent and extended maturities by 6 months to 5.3 years. The company ended the quarter with 95 percent USD net equity exposure and liquidity of $3.7 billion.

GUIDANCE RANGES INCREASED AND NARROWED FOR 2017
At the midpoint, guidance for net earnings per diluted share increased $1.05 and Core FFO* per diluted share increased $0.05.

"The promote we earned this quarter was above our forecast, driven by rising property values in our USLF portfolio from higher-than-expected rents and slight cap rate compression," said Thomas S. Olinger, chief financial officer, Prologis. "The combination of this promote income and higher operational performance led us to raise the midpoint of our full-year earnings guidance ranges."

2017 GUIDANCE

Earnings (per diluted share)

Previous

Revised

Net Earnings

$1.70 to $1.80

$2.76 to $2.84

Core FFO*

$2.72 to $2.78

$2.78 to $2.82




Operations 

Previous 

Revised

Year-end occupancy

96.0% to 97.0%

96.5% to 97.0%

Net Effective Same Store NOI* – Prologis share

4.50% to 5.25%

4.75% to 5.25%




Other Assumptions (in millions) 

Previous 

Revised

Strategic capital revenue, excl. promote revenue

$210 to $220

$225 to $235

Net promote income

$65 to $75

$90

General & administrative expenses

$215 to $225

$222 to $228




Realized development gains

$250 to $300

$250 to $300




Capital Deployment (in millions) 

Prologis Share 

Owned and Managed    

Development stabilizations

$1,600 to $2,000

$1,900 to $2,300

Development starts

$1,800 to $2,100

$2,300 to $2,600

Building acquisitions

$100 to $150

$400 to $600

Building and land dispositions

$1,000 to $1,250

$1,800 to $2,100

Building contributions

$950 to $1,200

$1,100 to $1,400

The earnings guidance described above includes potential future gains (losses) recognized from real estate transactions but excludes any future foreign currency or derivative gains or losses as these items are difficult to predict. 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, 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 2017 relates predominantly to these items. Please refer to our second quarter Supplemental Information, which is available on our Investor Relations website at www.ir.prologis.com and on the SEC's website at www.sec.gov for a definition of Core FFO* and other non-GAAP measures used by Prologis, along with reconciliations of these items to the closest GAAP measure for our results and guidance.

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, July 18, 2017, at 12 p.m. U.S. Eastern Time.
  • Live webcast at http://ir.prologis.com by clicking Investors>Investor Events and Presentations.
  • Dial in: +1 800-708-4540 or +1 847-619-6397 and enter Passcode 45189496.

A telephonic replay will be available July 18-25 at +1 888-843-7419 (from the United States and Canada) or +1 630-652-3042 (from all other countries) using conference code 45189496. 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 June 30, 2017, 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 684 million square feet (64 million square meters) in 19 countries. Prologis leases 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.

*This is a non-GAAP financial measure. See the Notes and Definitions in our supplemental information for further explanation and a reconciliation to the most directly comparable GAAP measure.

dollars in millions, except per share/unit data

Three Months ended
June 30,


Six Months ended
June 30,


2017

2016


2017

2016


Revenues

$ 766

$    602


$ 1,395

$ 1,208


Net earnings attributable to common stockholders

267

275


470

483


Core FFO*

461

324


808

654


AFFO*

432

260


751

606


Adjusted EBITDA*

637

459


1,149

1,009


Estimated value creation from development starts - Prologis share

187

82


246

121


Common stock dividends and common limited partnership unit distributions

243

231


486

461











Per common share - diluted:








Net earnings attributable to common stockholders

$0.50

$0.52


$   0.88

$0.92



Core FFO*

0.84

0.60


1.47

1.20



Business line reporting:









Real estate operations* 

0.60

0.54


1.17

1.10




Strategic capital* 

0.24

0.06


0.30

0.10




Core FFO*

0.84

0.60


1.47

1.20




Realized development gains, net of taxes

0.07

0.02


0.13

0.18


Dividends and distributions per common share/unit

0.44

0.42


0.88

0.84

* This is a non-GAAP financial measure, please see below for further explanation.



in thousands


June 30, 2017


March 31, 2017


December 31, 2016

Assets:







Investments in real estate properties:








Operating properties

$ 24,412,416


$ 23,950,202


$ 23,943,457



Development portfolio

1,489,293


1,487,458


1,432,082



Land

1,081,897


1,162,427


1,218,904



Other real estate investments

517,678


531,142


524,887






27,501,284


27,131,229


27,119,330



Less accumulated depreciation

4,026,369


3,914,817


3,758,372





Net investments in real estate properties

23,474,915


23,216,412


23,360,958


Investments in and advances to unconsolidated entities

4,617,724


4,305,881


4,230,429


Assets held for sale

350,987


439,743


322,139


Notes receivable backed by real estate

19,536


17,006


32,100





Net investments in real estate

28,463,162


27,979,042


27,945,626












Cash and cash equivalents

271,354


395,829


807,316


Other assets

1,415,879


1,440,087


1,496,990





Total assets

$ 30,150,395


$ 29,814,958


$ 30,249,932











Liabilities and Equity:







Liabilities:








Debt 

$ 11,081,922


$ 10,966,932


$ 10,608,294



Accounts payable, accrued expenses and other liabilities

1,208,235


1,179,605


1,183,498





Total liabilities

12,290,157


12,146,537


11,791,792












Equity:








Stockholders' equity

14,847,296


14,746,867


14,991,081



Noncontrolling interests

2,607,352


2,516,015


3,072,469



Noncontrolling interests - limited partnership unitholders

405,590


405,539


394,590





Total equity

17,860,238


17,668,421


18,458,140















Total liabilities and equity

$ 30,150,395


$ 29,814,958


$ 30,249,932









in thousands, except per share amounts

Three Months Ended


Six Months Ended




June 30,


June 30,




2017

2016


2017

2016

Revenues:







Rental

$ 576,377

$ 546,131


$ 1,143,310

$ 1,100,247


Strategic capital 

180,654

53,535


237,699

104,538


Development management and other 

9,152

2,489


14,329

3,670



 Total revenues 

766,183

602,155


1,395,338

1,208,455









Expenses:







Rental 

147,794

140,725


300,450

287,306


Strategic capital 

51,986

27,866


83,785

53,159


General and administrative 

60,077

56,934


113,694

107,477


Depreciation and amortization

228,145

230,382


454,736

480,382


Other

2,909

3,900


5,515

8,585



Total expenses

490,911

459,807


958,180

936,909









Operating income

275,272

142,348


437,158

271,546









Other income (expense):







Earnings from unconsolidated co-investment ventures, net

61,175

40,932


106,625

88,124


Earnings from other unconsolidated ventures, net

7,421

522


10,576

11,641


Interest expense

(75,354)

(76,455)


(148,266)

(157,267)


Gains on dispositions of development properties and land, net

37,720

12,299


67,520

106,284


Gains on dispositions of real estate, net (excluding development properties and land)

45,286

188,051


112,811

238,383


Foreign currency and derivative (losses) and interest and other income, net

(18,163)

(8,808)


(22,778)

(20,428)


Gains (losses) on early extinguishment of debt, net

(30,596)

2,044


(30,596)

992



Total other income

27,489

158,585


95,892

267,729









Earnings before income taxes

302,761

300,933


533,050

539,275


Current income tax expense

(14,952)

(9,125)


(22,113)

(25,281)


Deferred income tax benefit (expense)

171

3,983


(2,268)

4,602

Consolidated net earnings

287,980

295,791


508,669

518,596

Net earnings attributable to noncontrolling interests

(11,986)

(10,396)


(22,123)

(17,237)

Net earnings attributable to noncontrolling interests - limited partnership units

(7,377)

(8,316)


(13,000)

(14,550)

Net earnings attributable to controlling interests

268,617

277,079


473,546

486,809

Preferred stock dividends

(1,674)

(1,696)


(3,348)

(3,385)

Net earnings attributable to common stockholders

$ 266,943

$ 275,383


$    470,198

$    483,424

Weighted average common shares outstanding - Diluted

552,114

545,388


550,512

544,293

Net earnings per share attributable to common stockholders - Diluted

$       0.50

$       0.52


$          0.88

$          0.92









in thousands

Three Months Ended


Six Months Ended





June 30,


June 30,





2017

2016


2017

2016
















Net earnings attributable to common stockholders

$ 266,943

$ 275,383


$ 470,198

$ 483,424

Add (deduct) NAREIT defined adjustments:







Real estate related depreciation and amortization

220,130

221,233


439,201

464,825


Gains on dispositions of real estate, net (excluding development properties and land)

(45,286)

(188,051)


(112,811)

(238,383)


Reconciling items related to noncontrolling interests

(16,644)

(24,015)


(41,707)

(64,290)


Our share of reconciling items related to unconsolidated co-investment ventures

23,989

40,027


56,048

80,027


Our share of reconciling items related to other unconsolidated ventures

1,686

1,522


3,300

(984)

Subtotal-NAREIT defined FFO*

$ 450,818

$ 326,099


$ 814,229

$ 724,619










Add (deduct) our defined adjustments:







Unrealized foreign currency and derivative losses, net

23,303

8,451


35,506

23,779


Deferred income tax expense (benefit) 

(171)

(3,983)


2,268

(4,602)


Current income tax expense (benefit) on dispositions related to acquired tax assets

603

-


(667)

-


Reconciling items related to noncontrolling interests

107

803


13

1,286


Our share of reconciling items related to unconsolidated co-investment ventures

(2,892)

2,314


(1,829)

340

FFO, as modified by Prologis*

$ 471,768

$ 333,684


$ 849,520

$ 745,422











Gains on dispositions of development properties and land, net

(37,720)

(12,299)


(67,520)

(106,284)


Current income tax expense on dispositions

1,997

1,796


911

10,119


Acquisition expenses

-

967


-

2,228


Losses (gains) on early extinguishment of debt, net

30,596

(2,044)


30,596

(992)


Reconciling items related to noncontrolling interests

488

966


(679)

1,056


Our share of reconciling items related to unconsolidated co-investment ventures

(779)

855


195

3,319


Our share of reconciling items related to other unconsolidated ventures

(4,946)

-


(4,867)

(1,310)

Core FFO*

$ 461,404

$ 323,925


$ 808,156

$ 653,558










Adjustments to arrive at Adjusted FFO ("AFFO")*, including our share of unconsolidated
   ventures less noncontrolling interests:







Gains on dispositions of development properties and land, net

37,720

12,299


67,520

106,284


Current income tax benefit (expense) on dispositions

(1,997)

(1,796)


(911)

(10,119)


Straight-lined rents and amortization of lease intangibles

(23,422)

(22,830)


(48,919)

(54,391)


Property improvements

(20,270)

(20,700)


(27,665)

(27,957)


Turnover costs

(38,064)

(47,150)


(78,342)

(88,719)


Amortization of debt premiums, financing costs and management contracts, net

(683)

(3,287)


(2,748)

(7,762)


Stock compensation expense

19,224

16,747


37,604

29,212


Reconciling items related to noncontrolling interests

7,194

14,587


20,572

32,028


Our share of reconciling items related to unconsolidated ventures

(9,578)

(11,526)


(23,982)

(26,190)

AFFO*



$ 431,528

$ 260,269


$      751,285

$ 605,944

* This is a non-GAAP financial measure, please see below for further explanation.









in thousands

Three Months Ended


Six Months Ended





June 30,


June 30,





2017

2016


2017

2016










Net earnings attributable to common stockholders

$  266,943

$ 275,383


$     470,198

$    483,424


Gains on dispositions of real estate, net (excluding development properties and land)

(45,286)

(188,051)


(112,811)

(238,383)


Depreciation and amortization

228,145

230,382


454,736

480,382


Interest expense 

75,354

76,455


148,266

157,267


Losses (gains) on early extinguishment of debt, net

30,596

(2,044)


30,596

(992)


Current and deferred income tax expense, net

14,781

5,142


24,381

20,679


Net earnings attributable to noncontrolling interests - limited partnership unitholders

7,377

8,316


13,000

14,550


Pro forma adjustments

707

(1,069)


11,086

(7,004)


Preferred stock dividends

1,674

1,696


3,348

3,385


Unrealized foreign currency and derivative losses, net

23,303

8,451


35,506

23,779


Stock compensation expense

19,224

16,747


37,604

29,212


Acquisition expenses

-

967


-

2,228

Adjusted EBITDA, consolidated*

$ 622,818

$ 432,375


$ 1,115,910

$    968,527











Reconciling items related to noncontrolling interests

(25,192)

(35,772)


(59,688)

(87,747)


Our share of reconciling items related to unconsolidated co-investment ventures

39,772

62,755


92,842

127,802

Adjusted EBITDA*

$ 637,398

$ 459,358


$ 1,149,064

$ 1,008,582

* This is a non-GAAP financial measure, please see below for further explanation.

Adjusted EBITDA. We use Adjusted EBITDA, a non-Generally Accepted Accounting Principles ("GAAP") financial measure, as a measure of our operating performance. The most directly comparable GAAP measure to Adjusted EBITDA is net earnings.

We calculate Adjusted EBITDA beginning with consolidated net earnings attributable to common stockholders and removing the effect of:  interest expense, income taxes, depreciation and amortization, impairment charges, third party acquisition expenses related to the acquisition of real estate, gains or losses from the disposition of investments in real estate (excluding development properties and land), 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 items, such as, stock based compensation and unrealized gains or losses on foreign currency and derivatives. We also include a pro forma adjustment to reflect a full period of NOI on the operating properties we acquire or stabilize during the quarter and remove NOI on properties we dispose of during the quarter, to assume all transactions occurred at the beginning of the quarter. The pro forma adjustment also includes economic ownership changes in our ventures to reflect the full quarter at the new ownership percentage.

We believe Adjusted EBITDA provides investors relevant and useful information because it permits investors to view our operating performance, analyze our ability to meet interest payment obligations and make quarterly preferred stock dividends 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), that affect comparability. While all items are not infrequent or unusual in nature, these items may 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.

While we believe Adjusted EBITDA is an important measure, it should not be used alone because it excludes significant components of net earnings, such as 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 and is therefore limited as an analytical tool.

Our computation of Adjusted EBITDA may not be comparable to EBITDA reported by other companies in both the real estate industry and other industries. 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 to Adjusted EBITDA from consolidated net earnings attributable to common stockholders.

Business Line Reporting is a non-GAAP financial measure. Core FFO and development gains are generated by our three lines of business: (i) real estate operations; (ii) strategic capital; and (iii) development.  The real estate operations line of business 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 Asset Management Fees we earn from our consolidated and unconsolidated Co-Investment Ventures less costs directly associated to our strategic capital group, plus development management income.  Realized 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 per share calculation. 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


Six Months Ended


Jun. 30,


Jun. 30,



2017



2016



2017



2016

Net earnings












Net earnings

$

266,943


$

275,383


$

470,198


$

483,424

Noncontrolling interest attributable to exchangeable limited

 partnership units


7,798



9,085



13,765



15,694

Adjusted net earnings - Diluted

$

274,741


$

284,468


$

483,963


$

499,118

Weighted average common shares outstanding - Basic


530,040



524,842



529,400



524,540

Incremental weighted average effect on exchange of

 limited partnership units


16,364



17,703



16,409



17,623

Incremental weighted average effect of equity awards


5,710



2,843



4,703



2,130

Weighted average common shares outstanding - Diluted


552,114



545,388



550,512



544,293

Net earnings per share - Basic

$

0.50


$

0.52


$

0.89


$

0.92

Net earnings per share - Diluted

$

0.50


$

0.52


$

0.88


$

0.92

Core FFO












Core FFO

$

461,404


$

323,925


$

808,156


$

653,558

Noncontrolling interest attributable to exchangeable limited

 partnership units


974



47



1,916



93

Core FFO - Diluted

$

462,378


$

323,972


$

810,072


$

653,651

Weighted average common shares outstanding - Basic


530,040



524,842



529,400



524,540

Incremental weighted average effect on exchange of

 limited partnership units


16,364



16,037



16,409



15,957

Incremental weighted average effect of equity awards


5,710



2,843



4,703



2,130

Weighted average common shares outstanding - Diluted


552,114



543,722



550,512



542,627

Core FFO per share - Diluted

$

0.84


$

0.60


$

1.47


$

1.20


Estimated Value Creation represents the value that we expect to 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. Estimated 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. Estimated Value Creation for our Value-Added Properties that are sold includes the realized economic gain.

Estimated Weighted Average Margin is calculated on development properties as Estimated Value Creation, less estimated closing costs and taxes on properties expected to be sold or contributed, divided by TEI.

FFO, as modified by Prologis attributable to common stockholders/unitholders ("FFO, as modified by Prologis"); Core FFO attributable to common stockholders/unitholders ("Core FFO"); AFFO; (collectively referred to as "FFO"). FFO is a non-GAAP financial measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings.

The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as 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 also exclude the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from sales of previously depreciated properties. We exclude similar adjustments from our unconsolidated entities and the third parties' share of our consolidated ventures.

Our FFO Measures

Our FFO measures begin with NAREIT's definition and we make certain adjustments to reflect our business and the way that management plans and executes our business strategy.  While not infrequent or unusual, the additional items we adjust for in calculating FFO, as modified by Prologis, Core FFO and AFFO, as defined below, are subject to significant fluctuations from period to period. Although these items may have 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.  These items have 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 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 noncontrolling interests share of the applicable reconciling items based on our average ownership percentage for the applicable periods.

These FFO measures are used by management as supplemental financial measures of operating performance and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses. 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.

We analyze our operating performance primarily by the rental revenues of our real estate and the revenues from 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. 

FFO, as modified by Prologis

To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude the impact of foreign currency related items and deferred tax, specifically:

(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 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 and unconsolidated subsidiaries and from foreign debt issued by the US parent;

(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 and unconsolidated entities; and 

(v)

mark-to-market adjustments associated with derivative financial instruments.

We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S.

Core FFO

In addition to FFO, as modified by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following recurring and nonrecurring items that we recognized directly in FFO, as modified by Prologis:

(i)

gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell;

(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.

We use Core FFO, including by segment and region, to: (i) assess our operating performance as compared to other real estate companies, (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand our expected operating performance; and (v) evaluate how a specific potential investment will impact our future results.

AFFO

To arrive at AFFO, we adjust Core FFO to include realized gains from the disposition of land and development properties and recurring capital expenditures and exclude the following items that we recognize directly in Core FFO:

(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 use AFFO to (i) assess our operating performance as compared to other real estate companies, (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods, (iii) evaluate the performance of our management, (iv) budget and forecast future results to assist in the allocation of resources, and (v) evaluate how a specific potential investment will impact our future results.

Limitations on the use of our FFO measures

While we believe our modified 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 the limitations are:

  • The current income tax expenses and acquisition costs that are excluded from our modified 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. Furthermore, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of logistics facilities are not reflected in FFO.
  • Gains or losses from non-development property 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 disposed properties arising from changes in market conditions.
  • The deferred income tax benefits and expenses that are excluded from our modified 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 modified 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 modified 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 modified FFO measures to our net earnings computed under GAAP.

Guidance. The following is a reconciliation of our guided Net Earnings per share to our guided Core FFO per share:


Low


High


Net Earnings

$

2.76


$

2.84


Our share of:







Depreciation and amortization


1.68



1.70


Net gains on real estate transactions, net of taxes (a)


(1.78)



(1.84)


Unrealized foreign currency losses and other, net


0.12



0.12


Core FFO

$

2.78


$

2.82


(a)

This amount includes $0.87 related to the NAIF sale to USLF (non-FFO).

Prologis Share represents our proportionate economic ownership of each entity included in our total owned and managed portfolio whether consolidated or unconsolidated.

Rent Change (Cash) represents the change in starting rental rates per the lease agreement, on new and renewed leases, signed during the periods as compared with the previous ending rental rates in that same space. This measure excludes any free rent periods and teaser rates defined as 50% or less of the stabilized rate.

Rent Change (Net Effective) represents the change 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.

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, which eliminates the effects of changes in the composition of the portfolio. We have defined the same store portfolio, for the three months ended June 30, 2017, as those owned and managed properties that were in operation at January 1, 2016 and have been in operation throughout the same three-month periods in both 2016 and 2017 (including development properties that have been completed and available for lease). We removed all properties that were disposed of to a third party or were classified as held for sale to a third party from the population for both periods. We believe the factors that affect rental revenues, rental expenses and NOI in the same store portfolio are generally the same as for the total operating portfolio. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the recent period end exchange rate to translate from local currency into the U.S. dollar, for both periods.

Same store is a commonly used measure in the real estate industry. Our same store measures are non-GAAP financial measures that are calculated beginning with rental revenues, rental recoveries 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 and one Same Store NOI – Cash. As our same store measures are non-GAAP financial measures, they have certain limitations as analytical tools 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 property NOI with explanations of how these metrics are calculated.

The following is a reconciliation of our consolidated rental revenues, rental recoveries, rental expenses and property 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



Jun. 30,



2017


2016


Change      (%)


Rental Revenue:










Rental Revenue

$

447,960


$

426,150





Rental Recoveries


128,417



119,981





Per the Consolidated Statements of Operations


576,377



546,131





Properties not included and other adjustments (a)


(60,960)



(51,844)





Unconsolidated Co-Investment Ventures


461,802



449,226





Same Store - Rental Revenue

$

977,219


$

943,513



3.6

%











Rental Expense:










Per the Consolidated Statements of Operations

$

147,794


$

140,725





Properties not included and other adjustments (b)


(5,038)



(5,307)





Unconsolidated Co-Investment Ventures


99,194



100,747





Same Store - Rental Expense

$

241,950


$

236,165



2.4

%











NOI:










Consolidated NOI

$

428,583


$

405,406





Properties not included and other adjustments


(55,922)



(46,537)





Unconsolidated Co-Investment Ventures


362,608



348,479





Same Store - NOI

$

735,269


$

707,348



3.9

%

Same Store - NOI  - Prologis Share (c)

$

421,628


$

403,113



4.6

%











NOI- Cash:










Same store- NOI

$

735,269


$

707,348





Straight-line rent adjustments (d)


(10,413)



(23,016)





Fair value lease adjustments (d)


(280)



(343)





Same Store - NOI- Cash

$

724,576


$

683,989



5.9

%

Same Store - NOI- Prologis Share (c)

$

415,136


$

387,357



7.2

%



(a)

To calculate Same Store rental income, we exclude net termination and renegotiation fees to allow us to evaluate the growth or decline in each property's rental income without regard to one-time 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 and NOI - Cash calculations and applying our ownership percentage as of June 30, 2017 to the NOI of each building for both periods.

(d)

In order to derive Same Store- NOI - Cash, we adjust Same Store- NOI to exclude non-cash items included in our rental income in our financial statements, including straight line rent adjustments and adjustments related to purchase accounting to reflect leases at fair value at the time of acquisition.

Weighted Average Stabilized Capitalization ("Cap") Rate is calculated as Stabilized NOI divided by the Acquisition Cost. 

Prologis. (PRNewsFoto/Prologis, Inc.) (PRNewsFoto/Prologis, Inc.)

 

 

SOURCE Prologis, Inc.

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