Attached files
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8-K - FORM 8-K - PROLOGIS | d81428e8vk.htm |
Exhibit 99.1
EARNINGS RELEASE AND SUPPLEMENTAL INFORMATION - Unaudited
First Quarter 2011
First Quarter 2011
OVERVIEW: |
Section I | |
Earnings Release |
1.1 | |
Overview |
1.4 | |
FINANCIAL STATEMENTS: |
Section II | |
Consolidated Balance Sheets |
2.1 | |
Consolidated Statements of Operations |
2.2 | |
Consolidated Statements of Funds From Operations (FFO) |
2.3 | |
Reconciliations of Net Loss to FFO |
2.4 | |
Other Financial Metrics |
2.5 | |
Calculation of Per Share Amounts |
2.6 | |
DIRECT OWNED: |
Section III | |
Operating Properties |
3.1 | |
Land |
3.2 | |
Under Development Portfolio and Development Starts |
3.3 | |
Investing Activity |
3.4 | |
INVESTMENT MANAGEMENT: |
Section IV | |
ProLogis Investments in Unconsolidated Investees |
4.1 | |
Operating Portfolio of Property Funds |
4.2 | |
Summarized Financial Information of Property Funds |
4.3 | |
Investing and Financing Activity |
4.4 | |
OPERATING STATISTICS: |
Section V | |
Direct Owned Leasing and Capital Expenditures |
5.1 | |
Investment Management Leasing and Capital Expenditures |
5.2 | |
Same Store Analysis and Top Customers |
5.3 | |
Major Logistics Corridors - Buildings |
5.4 | |
DEBT: |
Section VI | |
ProLogis Debt Summary |
6.1 | |
ProLogis Debt and Equity |
6.2 | |
Property Fund Debt Summary |
6.3 | |
NET ASSET VALUE: |
Section VII | |
Components of Net Asset Value for ProLogis and Related Notes |
7.1 | |
NOTES AND DEFINITIONS: |
||
Notes to Supplemental Information |
Appendix A | |
Definitions |
Appendix B |
Executive Office Address 4545 Airport Way Denver, CO 80239 +1 (303) 567-5000
First Quarter 2011 |
PROLOGIS REPORTS FIRST QUARTER RESULTS
Financial Results in Line with Company Expectations
Overall Market Fundamentals Continue Steady Improvement
Sale of Majority of Catellus Retail /Mixed Use Assets Closed During Quarter
Overall Market Fundamentals Continue Steady Improvement
Sale of Majority of Catellus Retail /Mixed Use Assets Closed During Quarter
Denver, Colo. April 20, 2011 ProLogis (NYSE: PLD), the leading global provider of
distribution facilities, today reported funds from operations excluding gains as defined by
ProLogis (core FFO) of $0.13 per diluted share for the first quarter of 2011, compared with core
FFO of $0.11 per diluted share for the same period in 2010. Core FFO for the 2011 period excluded
approximately $12.9 million, or $0.02 per diluted share, of charges related to merger integration,
workforce reduction associated with the sale of Catellus and expected clean-up and repair costs
related to the Japan earthquake and tsunami. In the first quarter of 2010, core FFO excluded net
gains of $9.5 million, or $0.02 per share, and charges of $54.7 million, or $0.12 per diluted
share, related to losses on early extinguishment of debt and the companys share of fund-related
derivative losses. ProLogis reported a net loss of $0.08 per diluted share for the first quarter of
2011, compared with a net loss of $0.19 for the same period in 2010.
First quarter financial results were in line with the companys expectations, reflecting: the full
quarter effect of the companys October 2010 equity offering; lower operating income due to
property dispositions completed in the fourth quarter of 2010 and the first quarter of 2011; and
lower management and development fees. These impacts were somewhat offset by lower interest expense
related to significantly reduced debt levels in the current period.
Pace of Market Recovery Steady
Globally, the gradual recovery in industrial real estate continues, with new supply in the major
logistics markets still constrained and demand remaining stable, said Walter C. Rakowich, chief
executive officer. However, macroeconomic issues contributed to a slower pace of improvement in
the first quarter as the market assessed the impact of continued concerns about sovereign debt
issues, rising energy costs, global military actions and the devastation and loss caused by the
earthquake and tsunami in Japan. While customers remain optimistic about the overall global
recovery, we sensed a slightly slower pace with respect to certain leasing decisions.
The companys total industrial operating portfolio was 90.7 percent leased, down 30 basis points
from the fourth quarter of 2010, principally as a result of expected lower levels of leasing
velocity typical of the first calendar quarter. However, the total operating portfolio leased
percentage was 147 basis points higher than in the first quarter of 2010. Same-store net operating
income for the first quarter increased 1.0 percent, while rental rates on turnovers in the
same-store portfolio declined 9.2 percent, an improvement over both the fourth quarter of 2010 and
the year-ago period.
Throughout our European markets, conditions continue to improve, with Germany, France and Central
Europe all benefiting from the global recovery. Italy, Spain and the Benelux region remain a bit
softer, while the UK is still reacting to recently implemented austerity measures, Rakowich noted.
In North America, market conditions are pointed in the right direction, with a modest increase in
overall national occupancy levels in the first quarter. In Japan, the real estate market was
showing some strength prior to the recent catastrophic events, and subsequently we have seen
greater momentum as a result of the quality and location of our facilities.
Section I Overview
Page 1.1
Page 1.1
First Quarter 2011 |
Events in Japan
Our colleagues in Japan worked tirelessly following the recent earthquake and tsunami, first to
ensure the safety of our employees and customers and then to minimize the impact of these events on
our customers operations, said Rakowich. Because of the superior earthquake protection
engineered into our buildings and the extraordinary commitment of our people, the majority of
ProLogis customers were operational within 24 to 48 hours.
Clean-up efforts continue at ProLogis Parc Iwanuma I in Sendai, the area hit hardest by the
tsunami. The building suffered minimal structural damage but is in need of substantial clean up and
repair due to the flooding. Total costs for clean up and repairs in our Japan portfolio is expected
to be approximately $7 million, which was accrued for during the quarter.
Development-Related Activity
The company started development on four facilities in Europe during the quarter representing 1.2
million square feet, including a 457,500-square-foot facility for BMW in the United Kingdom and a
240,600-square-foot facility for a third-party logistics provider in the Czech Republic. Since
quarter end, an additional build-to-suit was signed with a third-party logistics provider for a
major auto manufacturer in Germany. Inquiries in Japan have risen dramatically as companies look
to rebuild their distribution networks. Discussions are underway with a number of ProLogis global
customers on how we can help them with both their short- and long-term distribution needs, said
Michael S. Curless, managing director of global investments.
Development starts were $99 million for the quarter, which along with depositions monetized a total of $31 million of land.
The number of requests for build-to-suit proposals and increasing opportunities for development in
stronger target markets supports our expectation of $800 million to $1 billion of starts this year
with related land monetization of $200 to $250 million. We believe that a number of third-party
development decisions were slowed down in the first quarter principally due to the uncertainty
caused by world events; however, the underlying requirements for high-quality distribution space
have not changed. We expect to see development ramp up as the year progresses, which will
contribute to our target to monetize approximately $200 million of land through third-party land
sales, concluded Curless.
The company completed the sale of a majority of the Catellus retail and mixed-use assets during the
quarter, generating net proceeds of $357 million. Combined with additional third-party and fund
sales, total gross disposition proceeds were $409 million, representing approximately 60 percent of the mid-point
of the companys 2011 full-year range of $650 to $750 million.
Anticipated Results
We remain comfortable with our guidance for 2011 core FFO per share of $0.62 to $0.66 per share on
a standalone basis, said William E. Sullivan, chief financial officer. As we progress through the
year, we expect the quarterly core FFO run rate to increase gradually reflecting occupancy gains,
the impact of development completions and lower interest and G&A expenses.
Webcast and Conference Call Information
The company will host a webcast/conference call to discuss quarterly results, current market
conditions and future outlook on Wednesday, April 20, 2011, at 10:00 a.m. Eastern Time. Interested
parties are encouraged to access the live webcast by clicking the microphone icon located near the
top of the opening page at http://ir.prologis.com. Interested parties also can participate
via conference call by dialing (866) 305-2304 domestically or (660) 422-4873 internationally.
Replay Information
A replay of the conference call will be posted after 1:00 p.m. Eastern Time on Wednesday, April 20,
2011. The replay will be available until midnight Eastern Time on Thursday, May 5, 2011, and can be
accessed by dialing (800) 642-1687 domestically
Section I Overview
Page 1.2
Page 1.2
First Quarter 2011 |
or (706) 645-9291 internationally and entering passcode 53819903. A transcript of the call and the
webcast replay, including a podcast format, will be posted when available in the Financial
Information section of the ProLogis Investor Relations website.
About ProLogis
ProLogis is the leading global provider of distribution facilities, with more than 435
million square feet of industrial space owned and managed (40 million square meters) in markets
across North America, Europe and Asia. The company leases its industrial facilities to more than
3,800 customers, including manufacturers, retailers, transportation companies, third-party
logistics providers and other enterprises with large-scale distribution needs. For additional
information about the company, go to www.prologis.com.
Follow ProLogis on Twitter: http://twitter.com/ProLogis
The statements above that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are based on current
expectations, estimates and projections about the industry and markets in which ProLogis operates,
managements beliefs and assumptions made by management, they 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 developed
properties, general conditions in the geographic areas where we operate and the availability of
capital in existing or new property funds 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, (v) maintenance of real estate investment trust (REIT) status, (vi) availability of
financing and capital, (vii) changes in demand for developed properties, and (viii) 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 press release.
Investor Relations
|
Media | Financial Media | ||
Melissa Marsden
|
Krista Shepard | Suzanne Dawson | ||
303-567-5622
|
303-567-5907 | Linden Alschuler & Kaplan, Inc | ||
mmarsden@prologis.com
|
kshepard@prologis.com | 212-329-1420 | ||
sdawson@lakpr.com |
Section I Overview
Page 1.3
Page 1.3
First Quarter 2011 |
Overview
(in thousands, except per share amounts)
Summary of Results
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenues (page 2.2) |
$ | 238,800 | $ | 217,283 | ||||
Net loss attributable to common shares (page 2.2) |
$ | (46,616 | ) | $ | (91,129 | ) | ||
FFO, as defined by ProLogis |
$ | 62,146 | $ | 7,117 | ||||
Adjustments (page 2.4) |
- | 15,808 | ||||||
FFO, excluding significant non-cash items (page 2.4) |
62,146 | 22,925 | ||||||
Adjustments (page 2.4) |
12,261 | 29,412 | ||||||
Core FFO |
$ | 74,407 | $ | 52,337 | ||||
Per share - Diluted: |
||||||||
Net loss attributable to common shares |
$ | (0.08 | ) | $ | (0.19 | ) | ||
FFO, as defined by ProLogis |
$ | 0.11 | $ | 0.01 | ||||
Core FFO |
$ | 0.13 | $ | 0.11 |
Assets Owned and Under Management
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Direct owned - investment balance: |
||||||||||||||||
Industrial properties |
||||||||||||||||
Core (page 3.1) |
$ | 10,807,183 | $ | 10,714,799 | $ | 11,631,894 | $ | 11,550,086 | ||||||||
Properties under development (page 3.3) |
452,813 | 365,362 | 276,397 | 199,434 | ||||||||||||
Land (page 3.2) |
1,599,966 | 1,533,611 | 2,385,076 | 2,286,385 | ||||||||||||
Retail and mixed use properties |
- | - | 272,885 | 271,961 | ||||||||||||
Other real estate investments |
281,546 | 265,869 | 566,571 | 612,569 | ||||||||||||
Notes receivable backed by real estate |
358,323 | 302,144 | 123,839 | 39,689 | ||||||||||||
Assets held for sale |
215,714 | 574,791 | - | - | ||||||||||||
Total - direct owned |
13,715,545 | 13,756,576 | 15,256,662 | 14,960,124 | ||||||||||||
Investment management - investment balance (a): |
||||||||||||||||
Industrial properties: |
||||||||||||||||
Property funds (page 4.2) |
18,199,027 | 17,540,217 | 18,811,641 | 17,958,090 | ||||||||||||
Other unconsolidated investees |
994,336 | 987,716 | 951,208 | 623,858 | ||||||||||||
Total - investment management |
19,193,363 | 18,527,933 | 19,762,849 | 18,581,948 | ||||||||||||
Total assets owned and under management |
$ | 32,908,908 | $ | 32,284,509 | $ | 35,019,511 | $ | 33,542,072 | ||||||||
(a) | Amounts represent the entitys investment balance in the property, not our proportionate share, and only include entities in which we have an investment. |
See Appendix B for definitions that are used throughout
this report.
Section I - Overview
Page 1.4
Page 1.4
First Quarter 2011 |
Overview - continued
(in thousands, except percentages)
Summary of Portfolio
March 31, 2011 | December 31, 2010 | |||||||
Square feet owned and under management: |
||||||||
Direct Owned: |
||||||||
Industrial properties: |
||||||||
Core (page 3.1) |
167,563 | 168,547 | ||||||
Properties under development (page 3.3) |
5,724 | 4,858 | ||||||
Investment management - industrial properties: |
||||||||
Property funds (page 4.2) |
252,011 | 252,129 | ||||||
Other unconsolidated investees |
12,883 | 12,883 | ||||||
Total square feet owned and under management |
438,181 | 438,417 | ||||||
As of March 31, 2011 | ||||||||||||||||
Core | Under Development | Investment Mgmt. | Total | |||||||||||||
Square feet by continent: |
||||||||||||||||
North America |
137,346 | 986 | 156,120 | 294,452 | ||||||||||||
Europe |
22,980 | 2,485 | 105,101 | 130,566 | ||||||||||||
Asia |
7,237 | 2,253 | 3,673 | 13,163 | ||||||||||||
Total square feet owned and under management |
167,563 | 5,724 | 264,894 | 438,181 | ||||||||||||
Leasing Information
March 31, 2011 | December 31, 2010 | September 30, 2010 | June 30, 2010 | |||||||||||||
Leased % |
||||||||||||||||
Direct owned operating portfolio (page 3.1) |
87.72 | % | 87.57 | % | 85.99 | % | 84.84 | % | ||||||||
Investment management - industrial properties: |
||||||||||||||||
Property funds (page 4.2) |
92.80 | % | 93.37 | % | 92.72 | % | 93.08 | % | ||||||||
Other unconsolidated investees |
87.90 | % | 88.95 | % | 89.53 | % | 90.62 | % | ||||||||
Investment management portfolio |
92.56 | % | 93.16 | % | 92.57 | % | 92.98 | % | ||||||||
Total operating portfolio - industrial |
90.68 | % | 90.98 | % | 89.90 | % | 89.66 | % | ||||||||
Under development portfolio (page 3.3) |
68.89 | % | 67.61 | % | 65.64 | % | 65.49 | % | ||||||||
Leasing activity (in square feet): |
||||||||||||||||
Direct owned - leases signed - quarterly activity (page 5.1) |
10,658 | 19,018 | 11,357 | 14,222 | ||||||||||||
Property funds - leases signed - quarterly activity (page 5.2) |
11,235 | 15,497 | 15,665 | 14,062 | ||||||||||||
Total leasing activity |
21,893 | 34,515 | 27,022 | 28,284 | ||||||||||||
Section I - Overview
Page 1.5
Page 1.5
First Quarter 2011 |
Consolidated Balance Sheets
(in thousands)
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
Assets: |
||||||||
Investments in real estate assets: |
||||||||
Industrial properties: |
||||||||
Core |
$ | 10,807,183 | $ | 10,714,799 | ||||
Properties under development |
452,813 | 365,362 | ||||||
Land |
1,599,966 | 1,533,611 | ||||||
Other real estate investments |
281,546 | 265,869 | ||||||
13,141,508 | 12,879,641 | |||||||
Less accumulated depreciation |
1,656,781 | 1,595,678 | ||||||
Net investments in properties |
11,484,727 | 11,283,963 | ||||||
Investments in and advances to unconsolidated investees |
2,084,696 | 2,024,661 | ||||||
Notes receivable backed by real estate |
358,323 | 302,144 | ||||||
Assets held for sale (1) |
215,714 | 574,791 | ||||||
Net investments in real estate |
14,143,460 | 14,185,559 | ||||||
Cash and cash equivalents |
24,744 | 37,634 | ||||||
Restricted cash |
34,088 | 27,081 | ||||||
Accounts receivable |
95,538 | 58,979 | ||||||
Other assets |
637,865 | 593,414 | ||||||
Total assets |
$ | 14,935,695 | $ | 14,902,667 | ||||
Liabilities and Equity: |
||||||||
Liabilities: |
||||||||
Debt |
$ | 6,415,034 | $ | 6,506,029 | ||||
Accounts payable and accrued expenses |
394,862 | 388,536 | ||||||
Other liabilities |
496,946 | 467,998 | ||||||
Liabilities related to assets held for sale (1) |
2,464 | 19,749 | ||||||
Total liabilities |
7,309,306 | 7,382,312 | ||||||
Equity: |
||||||||
ProLogis shareholders equity: |
||||||||
Preferred shares |
350,000 | 350,000 | ||||||
Common shares |
5,706 | 5,701 | ||||||
Additional paid-in capital |
9,665,861 | 9,668,404 | ||||||
Accumulated other comprehensive income (loss) |
213,465 | (3,160 | ) | |||||
Distributions in excess of net earnings |
(2,626,381 | ) | (2,515,722 | ) | ||||
Total ProLogis shareholders equity |
7,608,651 | 7,505,223 | ||||||
Noncontrolling interests |
17,738 | 15,132 | ||||||
Total equity |
7,626,389 | 7,520,355 | ||||||
Total liabilities and equity |
$ | 14,935,695 | $ | 14,902,667 | ||||
See Appendix A for note references
Section II - Financial Statements
Page 2.1
Page 2.1
First Quarter 2011 |
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenues: |
||||||||
Rental income (2) |
$ | 205,311 | $ | 187,545 | ||||
Property management and other fees and incentives |
29,170 | 28,662 | ||||||
Development management and other income |
4,319 | 1,076 | ||||||
Total revenues |
238,800 | 217,283 | ||||||
Expenses: |
||||||||
Rental expenses |
63,342 | 56,264 | ||||||
Investment management expenses |
10,552 | 10,319 | ||||||
General and administrative (3) |
39,183 | 42,006 | ||||||
Merger integration expenses and reduction in workforce (4) |
5,988 | - | ||||||
Depreciation and amortization |
82,693 | 75,166 | ||||||
Other expenses |
4,684 | 4,267 | ||||||
Total expenses |
206,442 | 188,022 | ||||||
Operating income |
32,358 | 29,261 | ||||||
Other income (expense): |
||||||||
Earnings from unconsolidated investees, net |
13,641 | 7,973 | ||||||
Interest income |
4,436 | 310 | ||||||
Interest expense (5) |
(90,562 | ) | (109,979 | ) | ||||
Other expense, net (6) |
(7,015 | ) | (482 | ) | ||||
Net gains on dispositions of investments in real estate |
3,725 | 11,807 | ||||||
Foreign currency exchange gains, net |
1,374 | 3,688 | ||||||
Loss on early extinguishment of debt, net (7) |
- | (47,633 | ) | |||||
Total other income (expense) |
(74,401 | ) | (134,316 | ) | ||||
Loss before income taxes |
(42,043 | ) | (105,055 | ) | ||||
Current income tax expense |
5,505 | 9,753 | ||||||
Deferred income tax expense (benefit) |
864 | (1,551 | ) | |||||
Total income taxes |
6,369 | 8,202 | ||||||
Loss from continuing operations |
(48,412 | ) | (113,257 | ) | ||||
Discontinued operations (1): |
||||||||
Income attributable to disposed properties and assets held for sale |
6,288 | 20,602 | ||||||
Net gains on dispositions of properties |
1,960 | 8,148 | ||||||
Total discontinued operations |
8,248 | 28,750 | ||||||
Consolidated net loss |
(40,164 | ) | (84,507 | ) | ||||
Net earnings attributable to noncontrolling interests |
(83 | ) | (253 | ) | ||||
Net loss attributable to controlling interests |
(40,247 | ) | (84,760 | ) | ||||
Less preferred share dividends |
6,369 | 6,369 | ||||||
Net loss attributable to common shares |
$ | (46,616 | ) | $ | (91,129 | ) | ||
Weighted average common shares outstanding - Basic |
570,559 | 474,991 | ||||||
Weighted average common shares outstanding - Diluted |
570,559 | 474,991 | ||||||
Net earnings (loss) per share attributable to common shares - Basic: |
||||||||
Continuing operations |
$ | (0.09 | ) | $ | (0.25 | ) | ||
Discontinued operations |
0.01 | 0.06 | ||||||
Net loss per share attributable to common shares - Basic |
$ | (0.08 | ) | $ | (0.19 | ) | ||
Net earnings (loss) per share attributable to common shares - Diluted (page 2.6): |
||||||||
Continuing operations |
$ | (0.09 | ) | $ | (0.25 | ) | ||
Discontinued operations |
0.01 | 0.06 | ||||||
Net loss per share attributable to common shares - Diluted |
$ | (0.08 | ) | $ | (0.19 | ) | ||
See Appendix A for note references
Section II - Financial Statements
Page 2.2
Page 2.2
First Quarter 2011 |
Consolidated Statements of Funds From Operations (FFO)
(in thousands)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Revenues: |
||||||||
Rental income |
$ | 215,372 | $ | 230,918 | ||||
Property management and other fees and incentives |
29,170 | 28,662 | ||||||
Development management and other income |
4,319 | 1,076 | ||||||
Total revenues |
248,861 | 260,656 | ||||||
Expenses: |
||||||||
Rental expenses |
66,687 | 67,886 | ||||||
Investment management expenses |
10,552 | 10,319 | ||||||
General and administrative (3) |
39,183 | 42,006 | ||||||
Merger integration expenses and reduction in workforce (4) |
5,988 | - | ||||||
Depreciation of corporate assets |
3,609 | 3,395 | ||||||
Other expenses |
4,684 | 4,267 | ||||||
Total expenses |
130,703 | 127,873 | ||||||
Operating FFO |
118,158 | 132,783 | ||||||
Other income (expense): |
||||||||
FFO from unconsolidated investees |
48,695 | 37,668 | ||||||
Interest income |
4,436 | 310 | ||||||
Interest expense |
(90,562 | ) | (109,979 | ) | ||||
Other expense, net (6) |
(7,015 | ) | (482 | ) | ||||
Net gains on dispositions of investments in real estate |
2,568 | 10,346 | ||||||
Foreign currency exchange gains (losses), net |
(261 | ) | 479 | |||||
Loss on early extinguishment of debt, net (7) |
- | (47,633 | ) | |||||
Current
income tax expenses: |
||||||||
Income tax expense on dispositions |
(1,916 | ) | (851 | ) | ||||
Income tax expense - other |
(5,505 | ) | (8,902 | ) | ||||
Total other income (expense) |
(49,560 | ) | (119,044 | ) | ||||
FFO |
68,598 | 13,739 | ||||||
Less preferred share dividends |
6,369 | 6,369 | ||||||
Less net earnings attributable to noncontrolling interests |
83 | 253 | ||||||
FFO attributable to common shares, as defined by ProLogis |
$ | 62,146 | $ | 7,117 | ||||
See Appendix A for note references
Section II - Financial Statements
Page 2.3
Page 2.3
First Quarter 2011 |
Reconciliations of Net Loss to FFO
(in thousands, except per share amounts)
Reconciliations to FFO
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net loss attributable to common shares |
$ | (46,616 | ) | $ | (91,129 | ) | ||
Add (deduct) NAREIT defined adjustments: |
||||||||
Real estate related depreciation and amortization |
79,084 | 71,771 | ||||||
Adjustments to gains on dispositions for depreciation |
(327 | ) | (1,629 | ) | ||||
Adjustments to dispositions of non-development properties |
(830 | ) | 103 | |||||
Reconciling items attributable to discontinued operations: |
||||||||
Gains on dispositions of non-development properties |
(3,876 | ) | (8,083 | ) | ||||
Real estate related depreciation and amortization |
428 | 11,149 | ||||||
Our share of reconciling items from unconsolidated investees: |
||||||||
Real estate related depreciation and amortization |
39,233 | 37,641 | ||||||
Other amortization items |
(3,556 | ) | (3,474 | ) | ||||
Subtotal-NAREIT defined FFO |
63,540 | 16,349 | ||||||
Add (deduct) our defined adjustments: |
||||||||
Foreign currency exchange gains, net |
(1,635 | ) | (3,209 | ) | ||||
Deferred income tax expense (benefit) |
864 | (1,551 | ) | |||||
Our share of reconciling items from unconsolidated investees: |
||||||||
Foreign currency exchange gains, net |
(196 | ) | (787 | ) | ||||
Unrealized gains on derivative contracts, net |
- | (4,060 | ) | |||||
Deferred income tax expense (benefit) |
(427 | ) | 375 | |||||
FFO, as defined by ProLogis |
62,146 | 7,117 | ||||||
Adjustments made in 2010, not applicable to 2011 |
- | 15,808 | ||||||
FFO, excluding significant non-cash items in 2010 |
62,146 | 22,925 | ||||||
Adjustments: |
||||||||
Japan disaster expenses |
6,925 | - | ||||||
Merger integration expenses and reduction in workforce |
5,988 | - | ||||||
Net gains on dispositions of real estate properties |
(2,568 | ) | (10,346 | ) | ||||
Income tax expense related to dispositions |
1,916 | 851 | ||||||
Adjustments made in 2010, not applicable in 2011 |
- | 38,907 | ||||||
Core FFO |
$ | 74,407 | $ | 52,337 | ||||
Per diluted share: |
||||||||
FFO, as defined by ProLogis |
$ | 0.11 | $ | 0.01 | ||||
Core FFO |
$ | 0.13 | $ | 0.11 |
See Consolidated Statements of Operations on page 2.2 and Consolidated Statements of FFO on page 2.3
See Appendix A for note references
Section II - Financial Statements
Page 2.4
Page 2.4
First Quarter 2011 |
Other Financial Metrics
(dollars in thousands)
Reconciliation of Consolidated Net Loss to Core EBITDA, as adjusted
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Consolidated net loss |
$ | (40,164 | ) | $ | (84,507 | ) | ||
Gains from dispositions of investments in real estate, net |
(7,601 | ) | (19,955 | ) | ||||
Depreciation and amortization |
82,693 | 75,166 | ||||||
Interest expense |
90,562 | 109,979 | ||||||
Loss on early extinguishment of debt |
- | 47,633 | ||||||
Current and deferred income tax expense |
8,285 | 8,202 | ||||||
Adjustments made in 2010, not applicable in 2011 |
- | 15,808 | ||||||
Income on properties sold during the quarter included in discontinued operations |
(6,288 | ) | (343 | ) | ||||
Other non-cash charges |
2,977 | 2,472 | ||||||
Other adjustments made to Core FFO |
12,913 | - | ||||||
Core EBITDA, as adjusted, prior to our share of unconsolidated investees |
143,377 | 154,455 | ||||||
Our share of reconciling items from unconsolidated investees: |
||||||||
Depreciation and amortization |
35,677 | 34,167 | ||||||
Other non-cash charges |
(623 | ) | (3,897 | ) | ||||
Realized losses on derivative activity |
226 | 6,507 | ||||||
Core EBITDA, as adjusted |
$ | 178,657 | $ | 191,232 | ||||
ProLogis debt to core EBITDA: |
||||||||
Core EBITDA, as adjusted - annualized |
$ | 714,628 | $ | 764,928 | ||||
ProLogis debt as of March 31 |
$ | 6,415,034 | $ | 8,112,712 | ||||
ProLogis debt to core EBITDA ratio |
8.98 | x | 10.61 | x | ||||
Debt to core EBITDA, including our share of unconsolidated investees: |
||||||||
Core EBITDA, as adjusted - annualized |
$ | 714,628 | $ | 764,928 | ||||
Our share of interest and current income taxes from unconsolidated investees |
156,900 | 179,840 | ||||||
Core EBITDA, as adjusted |
$ | 871,528 | $ | 944,768 | ||||
ProLogis debt as of March 31 |
$ | 6,415,034 | $ | 8,112,712 | ||||
Our share of debt of unconsolidated investees as of March 31 |
2,406,534 | 2,655,794 | ||||||
Debt |
$ | 8,821,568 | $ | 10,768,506 | ||||
Debt to core EBITDA ratio |
10.12 | x | 11.40 | x |
Section II - Financial Statements
Page 2.5
Page 2.5
First Quarter 2011 |
Calculation of Per Share Amounts
(in thousands, except per share amounts)
Net Earnings (Loss) Per Share
Three Months Ended | ||||||||
March 31, | ||||||||
2011 (a) | 2010 (a) | |||||||
Net loss (b) |
$ | (46,616 | ) | $ | (91,129 | ) | ||
Noncontrolling interest attributable to convertible limited partnership units (c) |
- | - | ||||||
Adjusted net loss - Diluted (b) |
$ | (46,616 | ) | $ | (91,129 | ) | ||
Weighted average common shares outstanding - Basic |
570,559 | 474,991 | ||||||
Incremental weighted average effect of conversion of limited partnership units (c) |
- | - | ||||||
Incremental weighted average effect of stock awards |
- | - | ||||||
Weighted average common shares outstanding - Diluted (d) |
570,559 | 474,991 | ||||||
Net loss per share - Diluted (b) |
$ | (0.08 | ) | $ | (0.19 | ) | ||
FFO Per Share, as defined by ProLogis
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
FFO, as defined by ProLogis (b) |
$ | 62,146 | $ | 7,117 | ||||
Noncontrolling interest attributable to convertible limited partnership units (c) |
67 | - | ||||||
FFO, as defined by ProLogis - Diluted (b) |
$ | 62,213 | $ | 7,117 | ||||
Weighted average common shares outstanding - Basic |
570,559 | 474,991 | ||||||
Incremental weighted average effect of conversion of limited partnership units (c) |
760 | - | ||||||
Incremental weighted average effect of stock awards |
2,605 | 3,004 | ||||||
Weighted average common shares outstanding - Diluted |
573,924 | 477,995 | ||||||
FFO per share, as defined by ProLogis - Diluted (b) |
$ | 0.11 | $ | 0.01 | ||||
Core FFO Per Share
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Core FFO (b) |
$ | 74,407 | $ | 52,337 | ||||
Noncontrolling interest attributable to convertible limited partnership units (c) |
67 | - | ||||||
Core FFO - Diluted (b) |
$ | 74,474 | $ | 52,337 | ||||
Weighted average common shares outstanding - Basic |
570,559 | 474,991 | ||||||
Incremental weighted average effect of conversion of limited partnership units (c) |
760 | - | ||||||
Incremental weighted average effect of stock awards |
2,605 | 3,004 | ||||||
Weighted average common shares outstanding - Diluted |
573,924 | 477,995 | ||||||
Core FFO per share - Diluted (b) |
$ | 0.13 | $ | 0.11 | ||||
(a) | In periods with a net loss, the inclusion of any incremental shares is anti-dilutive, and therefore, both basic and diluted shares are the same. | |
(b) | Attributable to common shares. | |
(c) | If the impact of the conversion of limited partnership units or convertible debt is anti-dilutive, the income impact and shares are not included in the diluted per share calculation. |
Section II - Financial Statements
Page 2.6
Page 2.6
First Quarter 2011 |
Direct Owned - Operating Properties
(dollars and square feet in thousands)
Direct Owned Industrial Operating Properties Portfolio
March 31, 2011 | December 31, 2010 | |||||||||||||||||||||||||||||||||||||||
# of | Square | Investment | Leased | Occupied | # of | Square | Investment | Leased | Occupied | |||||||||||||||||||||||||||||||
Bldgs | Feet | Balance | Percent | Percent | Bldgs | Feet | Balance | Percent | Percent | |||||||||||||||||||||||||||||||
North America: |
||||||||||||||||||||||||||||||||||||||||
Canada |
2 | 526 | $ | 50,378 | 100.00 | % | 100.00 | % | 2 | 526 | $ | 48,702 | 100.00 | % | 100.00 | % | ||||||||||||||||||||||||
Mexico |
30 | 5,560 | 292,612 | 82.96 | % | 75.56 | % | 30 | 5,560 | 290,098 | 77.14 | % | 76.56 | % | ||||||||||||||||||||||||||
United States |
853 | 131,260 | 7,316,570 | 89.97 | % | 89.04 | % | 856 | 132,342 | 7,332,094 | 91.17 | % | 90.81 | % | ||||||||||||||||||||||||||
Total North America |
885 | 137,346 | 7,659,560 | 89.73 | % | 88.54 | % | 888 | 138,428 | 7,670,894 | 90.64 | % | 90.27 | % | ||||||||||||||||||||||||||
Europe: |
||||||||||||||||||||||||||||||||||||||||
Central Europe |
40 | 10,247 | 686,825 | 72.20 | % | 61.63 | % | 40 | 10,244 | 636,271 | 65.28 | % | 51.92 | % | ||||||||||||||||||||||||||
Northern Europe |
15 | 3,147 | 240,770 | 93.85 | % | 90.20 | % | 15 | 3,306 | 224,592 | 95.65 | % | 89.51 | % | ||||||||||||||||||||||||||
Southern Europe |
21 | 6,423 | 452,633 | 67.68 | % | 65.29 | % | 20 | 6,169 | 406,760 | 62.35 | % | 59.94 | % | ||||||||||||||||||||||||||
United Kingdom |
13 | 3,163 | 339,429 | 77.33 | % | 77.33 | % | 13 | 3,163 | 323,133 | 77.33 | % | 77.33 | % | ||||||||||||||||||||||||||
Total Europe |
89 | 22,980 | 1,719,657 | 74.61 | % | 68.73 | % | 88 | 22,882 | 1,590,756 | 70.54 | % | 63.03 | % | ||||||||||||||||||||||||||
Total Asia - Japan |
9 | 7,237 | 1,427,966 | 91.20 | % | 86.66 | % | 9 | 7,237 | 1,453,149 | 82.63 | % | 73.92 | % | ||||||||||||||||||||||||||
Total direct owned industrial
operating properties |
983 | 167,563 | $ | 10,807,183 | 87.72 | % | 85.74 | % | 985 | 168,547 | $ | 10,714,799 | 87.57 | % | 85.87 | % | ||||||||||||||||||||||||
Section III - Direct Owned
Page 3.1
Page 3.1
First Quarter 2011 |
Direct Owned - Land
(in thousands, except for percentage and acreage)
Land Rollforward
As of December 31, 2010 |
$ | 1,533,611 | ||
Changes in
land held during first quarter of 2011 |
||||
Acquisitions |
44,022 | |||
Dispositions and development starts |
(31,104 | ) | ||
Infrastructure costs and reclasses |
8,885 | |||
Effect of changes in foreign exchange rates and other |
44,552 | |||
As of March 31, 2011 |
$ | 1,599,966 | ||
Land Investment by Major Logistics Corridors
Acres | Investment | Percentage | ||||||||||
U.S. |
||||||||||||
New Jersey / Eastern Pennsylvania |
565 | $ | 134,239 | |||||||||
Chicago |
687 | 60,152 | ||||||||||
Los Angeles Basin / Inland Empire |
369 | 63,994 | ||||||||||
Miami / South Florida |
74 | 35,475 | ||||||||||
Dallas |
477 | 23,121 | ||||||||||
Washington DC / Baltimore |
117 | 19,434 | ||||||||||
San Francisco Bay Area / Central Valley |
180 | 11,916 | ||||||||||
Atlanta |
350 | 12,909 | ||||||||||
Houston |
70 | 6,935 | ||||||||||
U.S. major logistic corridors (percentage of total land) |
2,889 | 368,175 | 23 | % | ||||||||
International |
||||||||||||
London / Midlands - UK |
1,087 | 262,822 | ||||||||||
Tokyo - Japan |
32 | 117,796 | ||||||||||
Toronto - Canada |
172 | 78,984 | ||||||||||
Wroclaw / Silesia - Southern Poland |
366 | 60,593 | ||||||||||
Warsaw / Poznan - Central Poland |
446 | 56,515 | ||||||||||
Osaka - Japan |
8 | 45,583 | ||||||||||
Mexico City - Mexico |
121 | 39,658 | ||||||||||
Amsterdam / Rotterdam / Antwerp - Benelux |
68 | 31,480 | ||||||||||
Cologne / Frankfurt - Western Germany |
98 | 29,999 | ||||||||||
Paris / Le Havre - Central France |
111 | 26,304 | ||||||||||
Munich / Stuttgart - Southern Germany |
95 | 27,398 | ||||||||||
Madrid / Barcelona - Spain |
55 | 9,221 | ||||||||||
Hamburg / Bremen - Northern Germany |
14 | 4,019 | ||||||||||
Lyon / Marseille - Southern France |
16 | 3,696 | ||||||||||
International major logistic corridors (percentage of total land) |
2,689 | 794,068 | 50 | % | ||||||||
Major logistics corridors (percentage of total land) |
5,578 | 1,162,243 | 73 | % | ||||||||
Other U.S. markets |
1,402 | 85,763 | ||||||||||
Other international markets |
1,929 | 351,960 | ||||||||||
Total land |
8,909 | $ | 1,599,966 | 100 | % | |||||||
Section III - Direct Owned
Page 3.2
Page 3.2
First Quarter 2011 |
Direct Owned - Under Development Portfolio and Development Starts
(dollars and square feet in thousands)
Under Development Portfolio
Remaining | Total | |||||||||||||||||||||||
Number of | Square | Investment | Costs to | Expected | Leased | |||||||||||||||||||
As of March 31, 2011 | Properties | Feet | Balance (a) | Incur (b) | Investment | Percentage | ||||||||||||||||||
Development - build-to-suit: |
||||||||||||||||||||||||
North America |
2 | 472 | $ | 13,361 | $ | 4,873 | $ | 18,234 | 100.00 | % | ||||||||||||||
Europe |
7 | 2,166 | 104,825 | 72,685 | 177,510 | 100.00 | % | |||||||||||||||||
Asia |
3 | 702 | 66,171 | 54,420 | 120,591 | 100.00 | % | |||||||||||||||||
Total build-to-suit |
12 | 3,340 | 184,357 | 131,978 | 316,335 | 100.00 | % | |||||||||||||||||
Development - speculative: |
||||||||||||||||||||||||
North America |
2 | 514 | 32,715 | 23,505 | 56,220 | 31.90 | % | |||||||||||||||||
Europe |
1 | 319 | 6,411 | 17,748 | 24,159 | 35.03 | % | |||||||||||||||||
Asia |
1 | 1,551 | 231,198 | 31,388 | 262,586 | 21.12 | % | |||||||||||||||||
Total speculative |
4 | 2,384 | 270,324 | 72,641 | 342,965 | 25.31 | % | |||||||||||||||||
Total properties under development |
16 | 5,724 | $ | 454,681 | $ | 204,619 | $ | 659,300 | 68.89 | % | ||||||||||||||
ProLogis Parc Kawajima - Tokyo (under development | South Bay Distribution Center - California (under | ProLogis Park Rochelle - Chicago (under | ||
March 2011) | development March 2011) | development March 2011) |
Development Starts
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
North America: |
||||||||||||||||
Square Feet |
- | 715 | 270 | - | ||||||||||||
Total expected investment ($) |
- | 43,226 | 30,123 | - | ||||||||||||
Cost per square foot ($) |
- | 60.46 | 111.57 | - | ||||||||||||
Leased percentage at start |
- | 88.87 | % | 0 | % | - | ||||||||||
Europe (c): |
||||||||||||||||
Square Feet |
1,223 | 244 | 328 | 2,171 | ||||||||||||
Total expected investment ($) |
99,242 | 27,565 | 22,592 | 161,366 | ||||||||||||
Cost per square foot ($) |
81.15 | 112.97 | 68.88 | 74.33 | ||||||||||||
Leased percentage at start |
83.04 | % | 100.00 | % | 100.00 | % | 100.00 | % | ||||||||
Asia: |
||||||||||||||||
Square Feet |
- | 524 | - | 170 | ||||||||||||
Total expected investment ($) |
- | 84,015 | - | 34,976 | ||||||||||||
Cost per square foot ($) |
- | 160.33 | - | 205.74 | ||||||||||||
Leased percentage at start |
- | 100.00 | % | - | 100.00 | % | ||||||||||
Total (c): |
||||||||||||||||
Square Feet |
1,223 | 1,483 | 598 | 2,341 | ||||||||||||
Total expected investment ($) |
99,242 | 154,806 | 52,715 | 196,342 | ||||||||||||
Cost per square foot ($) |
81.15 | 104.39 | 88.15 | 83.87 | ||||||||||||
Leased percentage at start |
83.04 | % | 94.63 | % | 54.85 | % | 100.00 | % |
(a) | The investment balance includes land and construction costs, as well as leasing commissions associated with these developments that are classified as Other Assets in our Consolidated Balance Sheet. | |
(b) | These costs may include construction costs, capitalized interest and administrative costs, tenant improvements and leasing commissions and are translated into dollars at current rates, if applicable. | |
(c) | Amounts include a development start in the second quarter of 2010 with 0.8 million square feet and a total expected investment of $83.4 million that was 100% leased at the start of development. In June 2010, we sold the underlying land to ProLogis European Properties Fund II, and we are constructing the property on behalf of the property fund for a development fee. |
Section III - Direct Owned
Page 3.3
Page 3.3
First Quarter 2011 |
Direct Owned - Investing Activity
(in thousands, except acres and percentages)
Inflows
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Net proceeds from property dispositions: |
||||||||||||||||
Contributions/sales to property funds and joint ventures (a): |
||||||||||||||||
Completed development properties (b) |
||||||||||||||||
Square feet |
273 | - | 2,042 | 554 | ||||||||||||
Net sales proceeds ($) |
17,188 | 27,361 | 285,011 | 38,852 | ||||||||||||
Land |
||||||||||||||||
Acres |
- | - | - | 41 | ||||||||||||
Net sales proceeds ($) |
- | - | - | 34,645 | ||||||||||||
Total contributions/sales to property funds and joint ventures: |
||||||||||||||||
Square feet |
273 | - | 2,042 | 554 | ||||||||||||
Net sales proceeds ($) |
17,188 | 27,361 | 285,011 | 73,497 | ||||||||||||
Dispositions to third parties: |
||||||||||||||||
Completed development properties |
||||||||||||||||
Square feet |
- | - | 556 | - | ||||||||||||
Net sales proceeds ($) |
- | - | 48,913 | - | ||||||||||||
Non-development properties and other investments (c) |
||||||||||||||||
Square feet |
2,237 | 23,990 | 145 | 303 | ||||||||||||
Net sales proceeds ($) |
391,777 | 1,077,830 | 2,660 | 3,753 | ||||||||||||
Land (d) |
||||||||||||||||
Acres |
60 | 249 | 30 | 2 | ||||||||||||
Net sales proceeds ($) |
9,099 | 46,376 | 9,861 | 95 | ||||||||||||
Total dispositions to third parties: |
||||||||||||||||
Square feet |
2,237 | 23,990 | 701 | 303 | ||||||||||||
Net sales proceeds ($) |
400,876 | 1,124,206 | 61,434 | 3,848 | ||||||||||||
Total property dispositions: |
||||||||||||||||
Square feet |
2,510 | 23,990 | 2,743 | 857 | ||||||||||||
Net sales proceeds ($) |
418,064 | 1,151,567 | 346,445 | 77,345 | ||||||||||||
Outflows |
||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Property acquisitions: |
||||||||||||||||
Operating properties: |
||||||||||||||||
Square feet |
- | - | 1,387 | 1,029 | ||||||||||||
Total purchase price ($) |
- | - | 67,735 | 60,875 | ||||||||||||
Percentage leased as of 3/31/11 |
- | - | 74.73 | % | 80.33 | % | ||||||||||
Land: |
||||||||||||||||
Acres |
63 | 1 | 10 | 23 | ||||||||||||
Total purchase price ($) |
44,022 | 35 | 3,979 | 1,030 | ||||||||||||
Investments in property funds: |
||||||||||||||||
Capital
contributions ($) (e) |
- | 69,777 | 94,486 | 23,363 |
(a) | Includes contributions to entities in which we have an investment that is accounted for by the equity method. | |
(b) | Amount in the fourth quarter of 2010 represents additional proceeds we received from contributions we made to PEPF II in 2009. | |
(c) | Amounts in the first quarter of 2011 include the sale of a portfolio of U.S. retail, mixed-use and other non-core assets (including approximately 800 acres of land for proceeds of $37 million). Amounts in the fourth quarter of 2010 include the sale of a portfolio of industrial properties and several equity method investments. | |
(d) | Amounts in the first quarter of 2011 do not include the land that was sold in the non-core portfolio disposition discussed above (see note c). | |
(e) | Amounts include cash contributions we made to the property funds and investment interests we received in exchange for properties contributed. |
Section III - Direct Owned
Page 3.4
Page 3.4
First Quarter 2011 |
Investment Management - ProLogis Investments in Unconsolidated Investees
(in thousands, except for percentages)
Investment in Unconsolidated Investees
March 31, 2011 | December 31, 2010 | |||||||||||||||
Investment | Ownership | Investment | Ownership | |||||||||||||
Balance | Percentage | Balance | Percentage | |||||||||||||
Property funds: |
||||||||||||||||
ProLogis California |
$ | 89,577 | 50.0 | % | $ | 91,088 | 50.0 | % | ||||||||
ProLogis North American Properties Fund I |
40,238 | 41.3 | % | 40,572 | 41.3 | % | ||||||||||
ProLogis North American Properties Fund XI |
30,248 | 20.0 | % | 30,274 | 20.0 | % | ||||||||||
ProLogis North American Industrial Fund |
231,498 | 23.1 | % | 234,172 | 23.1 | % | ||||||||||
ProLogis North American Industrial Fund II (a) |
350,463 | 37.0 | % | 354,407 | 37.0 | % | ||||||||||
ProLogis North American Industrial Fund III |
130,915 | 20.0 | % | 132,282 | 20.0 | % | ||||||||||
ProLogis Mexico Industrial Fund |
52,804 | 20.0 | % | 53,574 | 20.0 | % | ||||||||||
ProLogis European Properties (PEPR) (b) |
533,718 | 33.1 | % | 496,946 | 33.1 | % | ||||||||||
ProLogis European Properties Fund II (PEPF II) (c) |
473,471 | 29.7 | % | 439,985 | 29.7 | % | ||||||||||
ProLogis Korea Fund |
17,381 | 20.0 | % | 16,716 | 20.0 | % | ||||||||||
Total property funds |
1,950,313 | 31.2 | % | 1,890,016 | 31.2 | % | ||||||||||
Other unconsolidated investees, by continent: |
||||||||||||||||
North America |
17,823 | 17,508 | ||||||||||||||
Europe |
50,113 | 49,857 | ||||||||||||||
Asia |
66,447 | 67,280 | ||||||||||||||
134,383 | 134,645 | |||||||||||||||
Total investments in and advances to unconsolidated investees |
$ | 2,084,696 | $ | 2,024,661 | ||||||||||||
(a) | On March 25, 2011, the property fund sold an operating property to a third party for $5.8 million; $2.7 million of the proceeds were used to partially repay an outstanding debt to us. | |
(b) | In April 2011, we increased our ownership percentage in PEPR to approximately 38 percent. We will launch a mandatory tender offer to acquire any or all of the outstanding units and convertible preferred units we do not currently own in PEPR, subject to approval of the offer document by the Luxembourg regulator. | |
(c) | On February 18, 2011, we sold one completed development property with 0.3 million square feet for $17.0 million to this property fund. |
Section IV - Investment Management
Page 4.1
Page 4.1
First Quarter 2011 |
Investment Management - Operating Portfolio of Property Funds
(dollars and square feet in thousands)
Operating Industrial Portfolio - Property Funds
March 31, 2011 | December 31, 2010 | |||||||||||||||||||||||||||||||||||||||
# of | Square | Current | Leased | Occupied | # of | Square | Current | Leased | Occupied | |||||||||||||||||||||||||||||||
Bldgs | Feet | Investment (a) | Percent | Percent | Bldgs | Feet | Investment (a) | Percent | Percent | |||||||||||||||||||||||||||||||
North America: |
||||||||||||||||||||||||||||||||||||||||
ProLogis California |
80 | 14,178 | $ | 705,752 | 95.76 | % | 95.76 | % | 80 | 14,178 | $ | 705,396 | 96.52 | % | 96.52 | % | ||||||||||||||||||||||||
ProLogis North American Properties Fund I |
35 | 9,033 | 377,854 | 94.57 | % | 94.13 | % | 35 | 9,033 | 377,468 | 94.25 | % | 94.25 | % | ||||||||||||||||||||||||||
ProLogis North American Properties Fund XI |
12 | 3,616 | 184,741 | 87.14 | % | 87.14 | % | 12 | 3,616 | 184,512 | 85.25 | % | 85.25 | % | ||||||||||||||||||||||||||
ProLogis North American Industrial Fund |
258 | 49,909 | 2,995,199 | 94.51 | % | 94.29 | % | 258 | 49,909 | 2,988,944 | 94.59 | % | 94.36 | % | ||||||||||||||||||||||||||
ProLogis North American Industrial Fund II |
147 | 35,618 | 2,165,769 | 93.29 | % | 89.66 | % | 148 | 36,018 | 2,169,772 | 93.07 | % | 92.92 | % | ||||||||||||||||||||||||||
ProLogis North American Industrial Fund III |
120 | 24,693 | 1,761,425 | 85.87 | % | 85.26 | % | 120 | 24,693 | 1,760,459 | 86.00 | % | 84.73 | % | ||||||||||||||||||||||||||
ProLogis Mexico Industrial Fund |
72 | 9,144 | 584,565 | 85.08 | % | 85.08 | % | 72 | 9,144 | 582,112 | 90.46 | % | 89.84 | % | ||||||||||||||||||||||||||
Total North America |
724 | 146,191 | 8,775,305 | 92.11 | % | 91.02 | % | 725 | 146,591 | 8,768,663 | 92.45 | % | 92.08 | % | ||||||||||||||||||||||||||
Europe Funds |
438 | 104,086 | 9,264,292 | 93.65 | % | 92.80 | % | 437 | 103,804 | 8,642,635 | 94.57 | % | 93.62 | % | ||||||||||||||||||||||||||
Asia - ProLogis Korea Fund |
12 | 1,734 | 159,430 | 100.00 | % | 100.00 | % | 12 | 1,734 | 128,919 | 100.00 | % | 100.00 | % | ||||||||||||||||||||||||||
Total investment management
operating portfolio |
1,174 | 252,011 | $ | 18,199,027 | 92.80 | % | 91.82 | % | 1,174 | 252,129 | $ | 17,540,217 | 93.37 | % | 92.77 | % | ||||||||||||||||||||||||
Renewed 570,000 sf with Home Depot USA at | Renewed 204,137 sf with HOPI Hungaria Kft at | Renewed 209,315 sf with A.L.S. Logistics Services | ||
Greenwood Distribution Center #100 in Atlanta - | Harbor Park Distribution Center L, Budapest - | Belgium at Vilvoorde Distribution Center 1, | ||
ProLogis North American Industrial Fund II | ProLogis European Properties Fund II | Belgium - ProLogis European Properties |
(a) | The current investment represents the property funds investment balance in the real estate; not our proportionate share. |
Section IV - Investment Management
Page 4.2
Page 4.2
First Quarter 2011 |
Investment Management - Summarized Financial Information of Property Funds
(dollars in thousands)
FFO and Net Earnings (Loss) of the Property Funds, Combined
For the Three Months Ended March 31, 2011 | ||||||||||||||||
North American | European | Asian | ||||||||||||||
Funds (1) | Funds (2) | Fund (3) | Total | |||||||||||||
Rental income |
$ | 173,274 | $ | 190,356 | $ | 2,986 | $ | 366,616 | ||||||||
Rental expenses |
(45,364 | ) | (47,030 | ) | (142 | ) | (92,536 | ) | ||||||||
Net operating income from properties |
127,910 | 143,326 | 2,844 | 274,080 | ||||||||||||
Other expense, net, including G&A |
(4,795 | ) | (7,313 | ) | (243 | ) | (12,351 | ) | ||||||||
Realized loss on derivative contracts |
- | (761 | ) | - | (761 | ) | ||||||||||
Interest expense |
(68,959 | ) | (50,261 | ) | (762 | ) | (119,982 | ) | ||||||||
Current income tax expense |
(411 | ) | (7,606 | ) | - | (8,017 | ) | |||||||||
FFO of the property funds |
53,745 | 77,385 | 1,839 | 132,969 | ||||||||||||
Real estate related depreciation and amortization |
(68,424 | ) | (58,806 | ) | (793 | ) | (128,023 | ) | ||||||||
Deferred tax benefit |
213 | 1,263 | - | 1,476 | ||||||||||||
Other income, net, including foreign currency |
- | 683 | - | 683 | ||||||||||||
Net earnings (loss) of the property funds |
$ | (14,466 | ) | $ | 20,525 | $ | 1,046 | $ | 7,105 | |||||||
ProLogis Share of FFO and Net Earnings (Loss) of the Property Funds, Combined
For the Three Months Ended March 31, 2011 | ||||||||||||||||
North American | European | Asian | ||||||||||||||
Funds (1) | Funds (2) | Fund (3) | Total | |||||||||||||
ProLogis share of the property funds FFO (4) |
$ | 18,110 | $ | 23,809 | $ | 367 | $ | 42,286 | ||||||||
Interest and preferred dividend income (5) |
1,620 | 1,520 | - | 3,140 | ||||||||||||
Fees paid to ProLogis (6)(7) |
12,541 | 15,226 | 193 | 27,960 | ||||||||||||
FFO recognized by ProLogis |
$ | 32,271 | $ | 40,555 | $ | 560 | $ | 73,386 | ||||||||
ProLogis share of the property funds net earnings (4) |
$ | 1,002 | $ | 7,572 | $ | 209 | $ | 8,783 | ||||||||
Interest and preferred dividend income (5) |
1,620 | 1,520 | - | 3,140 | ||||||||||||
Fees paid to ProLogis (6)(7) |
12,541 | 15,226 | 193 | 27,960 | ||||||||||||
Net earnings recognized by ProLogis |
$ | 15,163 | $ | 24,318 | $ | 402 | $ | 39,883 | ||||||||
Condensed Balance Sheet of the Property Funds, Combined
As of March 31, 2011 | ||||||||||||||||
North American | European | Asian | ||||||||||||||
Funds (1) | Funds (2) | Fund (3) | Total | |||||||||||||
Operating industrial properties, before depreciation |
$ | 8,775,305 | $ | 9,264,292 | $ | 159,430 | $ | 18,199,027 | ||||||||
Accumulated depreciation |
(1,058,042 | ) | (1,068,797 | ) | (9,382 | ) | (2,136,221 | ) | ||||||||
Properties under development and land |
- | 105,391 | - | 105,391 | ||||||||||||
Other assets |
320,470 | 435,508 | 7,518 | 763,496 | ||||||||||||
Total assets |
$ | 8,037,733 | $ | 8,736,394 | $ | 157,566 | $ | 16,931,693 | ||||||||
Third party debt |
$ | 4,193,239 | $ | 3,719,073 | $ | 50,904 | $ | 7,963,216 | ||||||||
Other liabilities |
305,821 | 675,525 | 3,770 | 985,116 | ||||||||||||
Total liabilities |
$ | 4,499,060 | $ | 4,394,598 | $ | 54,674 | $ | 8,948,332 | ||||||||
See our Consolidated Statements of Operations on Page 2.2, Consolidated Statements of FFO on Page 2.3 and the Reconciliations of Net Loss
to FFO on Page 2.4.
Note references are to Appendix A.
Section IV - Investment Management
Page 4.3
Page 4.3
First Quarter 2011 |
Investment Management - Investing and Financing Activity
(in thousands, except percentages)
Investing Activities - for the property funds combined
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Inflows: |
||||||||||||||||
Property dispositions: |
||||||||||||||||
Square feet |
400 | - | - | 49 | ||||||||||||
Net sales proceeds ($) |
5,798 | - | - | 377 | ||||||||||||
Outflows: |
||||||||||||||||
Acquisitions: |
||||||||||||||||
Land and operating properties acquired from ProLogis: |
||||||||||||||||
Square feet |
273 | - | 1,240 | 554 | ||||||||||||
Purchase price of assets acquired (a) ($) |
17,188 | - | 78,788 | 73,497 | ||||||||||||
Operating properties acquired from third parties: |
||||||||||||||||
Square feet |
- | 767 | - | 207 | ||||||||||||
Purchase price of assets acquired ($) |
- | 51,655 | - | 15,592 |
Financing Activities - for each property fund, if applicable (b)
Three Months Ended | ||||||||
March 31, 2011 | ||||||||
Principal | Wtd. Avg. Int. Rate | |||||||
Debt repaid: |
||||||||
ProLogis European Properties Fund II |
$ | (1,211 | ) | 5.99 | % | |||
Total amortization payments during period |
(8,301 | ) | ||||||
Total repaid |
$ | (9,512 | ) | |||||
Line of credit activity, net - advances (payments): |
||||||||
ProLogis European Properties |
$ | (13,457 | ) | 3.18 | % | |||
ProLogis European Properties Fund II |
20,401 | 3.20 | % | |||||
Line of credit activity, net |
$ | 6,944 | ||||||
Grand total net change in debt |
$ | (2,568 | ) | |||||
Debt extended: |
||||||||
ProLogis North American Industrial Fund to 2020 |
$ | 189,000 | 5.00 | % | ||||
Total extended |
$ | 189,000 | ||||||
(a) | The purchase price reported is based on proceeds ProLogis received for these contributions. | |
(b) | Excludes changes due to foreign currency exchange rates, if applicable. See page 6.3 for debt information as of March 31, 2011. |
Section IV - Investment Management
Page 4.4
Page 4.4
First Quarter 2011 |
Operating Statistics - Direct Owned Leasing and Capital Expenditures
(in thousands, except percentages and per square foot)
Lease Expirations
Annual Base Rent of | Percentage of | |||||||||||||||
Square | Expiring Leases | Total Annual | ||||||||||||||
Footage | Total | Per sq ft | Base Rents | |||||||||||||
Month to month customers |
3,500 | $ | 8,739 | $ | 2.50 | 1.34 | % | |||||||||
Remainder of 2011 |
12,256 | 54,729 | 4.47 | 8.37 | % | |||||||||||
2012 |
26,358 | 110,131 | 4.18 | 16.84 | % | |||||||||||
2013 |
21,249 | 97,655 | 4.60 | 14.93 | % | |||||||||||
2014 |
23,015 | 100,538 | 4.37 | 15.37 | % | |||||||||||
2015 |
17,539 | 78,932 | 4.50 | 12.07 | % | |||||||||||
2016 |
12,107 | 53,148 | 4.39 | 8.13 | % | |||||||||||
2017 |
4,869 | 22,501 | 4.62 | 3.44 | % | |||||||||||
2018 |
3,512 | 18,296 | 5.21 | 2.80 | % | |||||||||||
2019 |
4,909 | 24,972 | 5.09 | 3.82 | % | |||||||||||
Thereafter |
14,355 | 84,297 | 5.87 | 12.89 | % | |||||||||||
Totals |
143,669 | $ | 653,938 | $ | 4.55 | 100.00 | % | |||||||||
Leasing Activity (a)
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Square feet of leases signed during the period: |
||||||||||||||||
Properties under development |
318 | 1,100 | 327 | 913 | ||||||||||||
Core: |
||||||||||||||||
New leases |
5,109 | 7,985 | 5,250 | 7,355 | ||||||||||||
Renewals |
5,231 | 9,933 | 5,780 | 5,954 | ||||||||||||
Total square feet of leases signed |
10,658 | 19,018 | 11,357 | 14,222 | ||||||||||||
# of leases |
192 | 279 | 251 | 322 | ||||||||||||
Weighted average customer retention |
65.9 | % | 87.7 | % | 70.5 | % | 78.1 | % | ||||||||
Turnover costs: |
||||||||||||||||
Square feet |
8,470 | 15,407 | 9,097 | 9,535 | ||||||||||||
Cost per sq ft ($) |
1.32 | 0.97 | 1.30 | 1.13 |
Capital Expenditures
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Capital expenditures ($) |
4,674 | 7,277 | 9,452 | 6,485 | ||||||||||||
Tenant improvements ($) |
7,049 | 13,516 | 11,104 | 9,559 | ||||||||||||
Leasing commissions ($) |
5,241 | 4,862 | 4,977 | 4,161 | ||||||||||||
Total |
16,964 | 25,655 | 25,533 | 20,205 | ||||||||||||
(a) | Represents leasing activity for industrial properties. |
Section V - Operating Statistics
Page 5.1
Page 5.1
First Quarter 2011 |
Operating Statistics - Investment Management Leasing and Capital Expenditures
(in thousands, except percentages and per square foot)
Lease Expirations
Annual Base Rent of | Percentage of | |||||||||||||||
Square | Expiring Leases | Total Annual | ||||||||||||||
Footage | Total | Per sq ft | Base Rents | |||||||||||||
Month to month customers |
3,968 | $ | 13,935 | $ | 3.51 | 1.17 | % | |||||||||
Remainder of 2011 |
16,713 | 81,016 | 4.85 | 6.78 | % | |||||||||||
2012 |
39,623 | 197,554 | 4.99 | 16.52 | % | |||||||||||
2013 |
34,535 | 171,534 | 4.97 | 14.35 | % | |||||||||||
2014 |
23,384 | 112,639 | 4.82 | 9.42 | % | |||||||||||
2015 |
29,499 | 148,000 | 5.02 | 12.38 | % | |||||||||||
2016 |
21,813 | 111,250 | 5.10 | 9.31 | % | |||||||||||
2017 |
14,894 | 84,268 | 5.66 | 7.05 | % | |||||||||||
2018 |
15,424 | 83,847 | 5.44 | 7.01 | % | |||||||||||
2019 |
7,980 | 46,923 | 5.88 | 3.92 | % | |||||||||||
Thereafter |
23,557 | 144,574 | 6.14 | 12.09 | % | |||||||||||
Totals |
231,390 | $ | 1,195,540 | $ | 5.17 | 100.00 | % | |||||||||
Leasing Activity
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Square feet of leases signed during the period: |
||||||||||||||||
Square feet |
11,235 | 15,497 | 15,665 | 14,062 | ||||||||||||
# of leases |
148 | 173 | 160 | 188 | ||||||||||||
Weighted average customer retention |
74.5 | % | 87.1 | % | 79.1 | % | 81.8 | % | ||||||||
Turnover costs: |
||||||||||||||||
Square feet |
11,047 | 15,151 | 15,358 | 13,981 | ||||||||||||
Cost per sq ft ($) |
0.94 | 1.07 | 0.91 | 1.12 |
Capital Expenditures (a)
Three Months Ended | ||||||||||||||||
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Capital expenditures ($) |
5,364 | 12,985 | 7,874 | 4,224 | ||||||||||||
Tenant improvements ($) |
6,048 | 9,255 | 8,913 | 6,060 | ||||||||||||
Leasing commissions ($) |
5,331 | 9,299 | 7,968 | 6,842 | ||||||||||||
16,743 | 31,539 | 24,755 | 17,126 | |||||||||||||
(a) | Amounts represent the entitys expenditures, not our proportionate share. |
Section V - Operating Statistics
Page 5.2
Page 5.2
First Quarter 2011 |
Operating Statistics - Same Store Analysis and Top Customers
(square feet in thousands)
Same Store Analysis - for the three months ended
See definitions in Appendix B.
March 31, | December 31, | September 30, | June 30, | |||||||||||||
2011 | 2010 | 2010 | 2010 | |||||||||||||
Sq ft of same store population |
412,731 | 413,716 | 455,722 | 447,084 | ||||||||||||
Percentage change in [increase/(decrease)]: |
||||||||||||||||
Rental income |
1.64 | % | (0.45 | %) | (0.13 | %) | (0.83 | %) | ||||||||
Rental expenses |
3.45 | % | (0.47 | %) | (1.29 | %) | 6.81 | % | ||||||||
Net operating income |
0.97 | % | (0.45 | %) | 0.27 | % | (3.36 | %) | ||||||||
Average leasing |
2.67 | % | 2.14 | % | 2.07 | % | 1.76 | % | ||||||||
Sq ft of leasing activity (a) |
19,343 | 27,454 | 23,866 | 22,316 | ||||||||||||
Percentage change in rental rates (a) |
(9.17 | %) | (10.50 | %) | (8.51 | %) | (15.74 | %) |
Top Customers - Direct Owned
Percentage of | ||||||||||
Annualized Base | Number of | |||||||||
Rank | Customer Name | Rent | Leases | |||||||
1 | Home Depot, Inc |
2.69 | % | 5 | ||||||
2 | APL (Neptune Orient Lines) |
1.92 | % | 12 | ||||||
3 | Euromarket Designs |
1.11 | % | 3 | ||||||
4 | Hitachi, Ltd. |
0.91 | % | 2 | ||||||
5 | Kellogg Company |
0.89 | % | 6 | ||||||
6 | LG, Inc. |
0.89 | % | 4 | ||||||
7 | Ford Motor Company |
0.88 | % | 10 | ||||||
8 | PepsiCo |
0.84 | % | 4 | ||||||
9 | Kirin Logistics |
0.82 | % | 6 | ||||||
10 | Kimberly-Clark Corporation |
0.77 | % | 1 | ||||||
11-25 | various |
9.31 | % | 47 | ||||||
Total |
21.03 | % | 100 | |||||||
Top Customers - Investment Management
Percentage of | ||||||||||
Annualized | Number of | |||||||||
Rank | Customer Name | Base Rent | Leases | |||||||
1 | DHL |
3.43 | % | 47 | ||||||
2 | CEVA Logistics |
2.44 | % | 25 | ||||||
3 | Unilever |
1.82 | % | 8 | ||||||
4 | SNCF Geodis |
1.77 | % | 18 | ||||||
5 | Kuehne & Nagel |
1.56 | % | 13 | ||||||
6 | Wincanton Logistics |
1.41 | % | 22 | ||||||
7 | Amazon.Com, Inc. |
1.20 | % | 6 | ||||||
8 | Home Depot, Inc |
1.15 | % | 7 | ||||||
9 | Kraft Foods, Inc. |
1.01 | % | 6 | ||||||
10 | NYK Group |
0.90 | % | 11 | ||||||
11-25 | various |
10.12 | % | 80 | ||||||
Total |
26.81 | % | 243 | |||||||
(a) | Rental rate change represents the increase (decrease) in rental rates on new leases signed during the period, as compared with the previous rental rates in that same space, within the same store population, as defined. |
See Definitions in Appendix B.
Section V - Operating Statistics
Page 5.3
Page 5.3
First Quarter 2011 |
Operating Statistics - Major Logistics Corridors - Buildings
(in thousands, except for percentage)
Investment in Major Logistics Corridors - Buildings
Prorata Share of | ||||||||||||||||||||||||
Direct Owned | Investment | Total | ||||||||||||||||||||||
Investment | Percentage | Management | Percentage | PLD Investment | Percentage | |||||||||||||||||||
U.S. |
||||||||||||||||||||||||
Los Angeles Basin / Inland Empire |
$ | 1,922,837 | $ | 561,837 | $ | 2,484,674 | 26 | % | ||||||||||||||||
Chicago |
979,824 | 82,890 | 1,062,714 | 11 | % | |||||||||||||||||||
San Francisco Bay Area / Central Valley |
902,484 | 51,926 | 954,410 | 10 | % | |||||||||||||||||||
New Jersey / Eastern Pennsylvania |
531,535 | 275,746 | 807,281 | 9 | % | |||||||||||||||||||
Dallas |
521,582 | 103,989 | 625,571 | 7 | % | |||||||||||||||||||
Atlanta |
293,708 | 92,058 | 385,766 | 4 | % | |||||||||||||||||||
Houston |
167,800 | 59,372 | 227,172 | 2 | % | |||||||||||||||||||
Washington DC / Baltimore |
161,822 | 51,431 | 213,253 | 2 | % | |||||||||||||||||||
Miami / South Florida |
161,869 | 32,718 | 194,587 | 2 | % | |||||||||||||||||||
U.S. investment (percentage of total U.S.) |
$ | 5,643,461 | 77 | % | $ | 1,311,967 | 59 | % | $ | 6,955,428 | 73 | % | ||||||||||||
International |
||||||||||||||||||||||||
London / Midlands - UK |
$ | 338,105 | $ | 617,007 | $ | 955,112 | 14 | % | ||||||||||||||||
Tokyo - Japan |
776,506 | - | 776,506 | 12 | % | |||||||||||||||||||
Paris / Le Havre - Central France |
94,748 | 373,558 | 468,306 | 7 | % | |||||||||||||||||||
Osaka - Japan |
370,633 | - | 370,633 | 6 | % | |||||||||||||||||||
Warsaw / Poznan - Central Poland |
130,495 | 219,166 | 349,661 | 5 | % | |||||||||||||||||||
Wroclaw / Silesia - Southern Poland |
158,458 | 173,535 | 331,993 | 5 | % | |||||||||||||||||||
Lyon / Marseille - Southern France |
113,677 | 175,696 | 289,373 | 4 | % | |||||||||||||||||||
Amsterdam / Rotterdam / Antwerp - Benelux |
- | 210,916 | 210,916 | 3 | % | |||||||||||||||||||
Madrid / Barcelona - Spain |
77,652 | 127,542 | 205,194 | 3 | % | |||||||||||||||||||
Cologne / Frankfurt - Western Germany |
29,211 | 138,385 | 167,596 | 3 | % | |||||||||||||||||||
Munich / Stuggart - Southern Germany |
84,948 | 77,171 | 162,119 | 3 | % | |||||||||||||||||||
Mexico City - Mexico |
132,795 | 24,056 | 156,851 | 2 | % | |||||||||||||||||||
Toronto - Canada |
50,378 | 41,482 | 91,860 | 1 | % | |||||||||||||||||||
Hamburg / Bremen - Northern Germany |
12,586 | 66,107 | 78,693 | 1 | % | |||||||||||||||||||
International investment (percentage of total
international) |
$ | 2,370,192 | 68 | % | $ | 2,244,621 | 70 | % | $ | 4,614,813 | 69 | % | ||||||||||||
Major logistics corridors (percentage of grand total) |
$ | 8,013,653 | 74 | % | $ | 3,556,588 | 65 | % | $ | 11,570,241 | 71 | % | ||||||||||||
Total Industrial Portfolio
| ||||||||||||||||||||||||
Prorata Share of | ||||||||||||||||||||||||
Direct Owned | Investment | Total | ||||||||||||||||||||||
Investment | Management | PLD Investment | ||||||||||||||||||||||
Major U.S. corridors |
$ | 5,643,461 | 52 | % | $ | 1,311,967 | 24 | % | $ | 6,955,428 | 43 | % | ||||||||||||
Major international corridors |
2,370,192 | 22 | % | 2,244,621 | 41 | % | 4,614,813 | 28 | % | |||||||||||||||
Subtotal |
8,013,653 | 74 | % | 3,556,588 | 65 | % | 11,570,241 | 71 | % | |||||||||||||||
Other U.S. |
1,673,108 | 16 | % | 919,139 | 17 | % | 2,592,247 | 16 | % | |||||||||||||||
Other international |
1,120,422 | 10 | % | 963,662 | 18 | % | 2,084,084 | 13 | % | |||||||||||||||
Grand total industrial portfolio |
$ | 10,807,183 | 100 | % | $ | 5,439,389 | 100 | % | $ | 16,246,572 | 100 | % | ||||||||||||
Section V - Operating Statistics
Page 5.4
Page 5.4
First Quarter 2011 |
Debt - ProLogis Debt Summary
(dollars in thousands)
Principal Outstanding
Interest | Due | Outstanding | Outstanding | |||||||||||||
Rate(a) | Date | as of 3/31/2011 | as of 12/31/2010 | |||||||||||||
Euro notes (101.3 million) (b) |
4.375 | % | Apr-11 | $ | 143,198 | $ | 133,260 | |||||||||
Senior notes |
5.500 | % | Apr-12 | 58,935 | 58,935 | |||||||||||
Senior notes |
5.500 | % | Mar-13 | 61,443 | 61,443 | |||||||||||
Senior notes |
7.625 | % | Aug-14 | 350,000 | 350,000 | |||||||||||
Senior notes |
7.810 | % | Feb-15 | 48,227 | 59,356 | |||||||||||
Senior notes |
9.340 | % | Mar-15 | 5,512 | 6,299 | |||||||||||
Senior notes |
5.625 | % | Nov-15 | 155,320 | 155,320 | |||||||||||
Senior notes |
5.750 | % | Apr-16 | 197,758 | 197,758 | |||||||||||
Senior notes |
8.650 | % | May-16 | 41,003 | 41,003 | |||||||||||
Senior notes |
5.625 | % | Nov-16 | 182,104 | 182,104 | |||||||||||
Senior notes |
6.250 | % | Mar-17 | 300,000 | 300,000 | |||||||||||
Senior notes |
7.625 | % | Jul-17 | 100,000 | 100,000 | |||||||||||
Senior notes |
6.625 | % | May-18 | 600,000 | 600,000 | |||||||||||
Senior notes |
7.375 | % | Oct-19 | 396,641 | 396,641 | |||||||||||
Senior notes |
6.875 | % | Mar-20 | 561,049 | 561,049 | |||||||||||
Less: discount |
(7,107 | ) | (7,444 | ) | ||||||||||||
Total senior notes |
6.613 | % | 3,194,083 | 3,195,724 | ||||||||||||
Convertible senior notes (2.25% coupon) (c) |
5.390 | % | Apr-12 | 592,980 | 592,980 | |||||||||||
Convertible senior notes (1.875% coupon) (c) |
5.600 | % | Jan-13 | 141,635 | 141,635 | |||||||||||
Convertible senior notes (2.625% coupon) (c) |
5.860 | % | May-13 | 386,250 | 386,250 | |||||||||||
Convertible senior notes (d) |
3.250 | % | Mar-15 | 460,000 | 460,000 | |||||||||||
Less: discount |
(51,022 | ) | (59,297 | ) | ||||||||||||
Total convertible senior notes |
4.901 | % | 1,529,843 | 1,521,568 | ||||||||||||
Variable rate secured mortgage debt (¥10 billion) |
2.740 | % | Dec-12 | 115,517 | 118,682 | |||||||||||
Fixed rate secured mortgage debt |
6.500 | % | Jul-14 | 101,750 | 101,750 | |||||||||||
Variable rate secured mortgage debt (¥14 billion) |
1.773 | % | Dec-14 | 166,586 | 167,704 | |||||||||||
Fixed rate secured mortgage debt (¥3.4 billion) |
3.278 | % | Apr-15 | 41,073 | 41,815 | |||||||||||
Fixed rate secured mortgage debt |
5.470 | % | Aug-15 | 123,496 | 124,096 | |||||||||||
Fixed rate secured mortgage debt |
7.250 | % | Apr-16 | 173,258 | 174,199 | |||||||||||
Variable rate secured mortgage debt (¥13 billion) (e) |
1.340 | % | Mar-18 | 157,043 | - | |||||||||||
Fixed rate secured mortgage debt |
7.550 | % | Jul-19 | 245,500 | 245,500 | |||||||||||
Fixed rate secured mortgage debt |
7.580 | % | Apr-24 | 187,200 | 187,649 | |||||||||||
Fixed rate secured mortgage debt |
5.320 | % | various | 60,236 | 60,277 | |||||||||||
Variable rate secured mortgage debt - TMK |
2.014 | % | various | 10,872 | 11,069 | |||||||||||
Add: premium, net |
16,213 | 16,988 | ||||||||||||||
Total secured mortgage debt |
5.182 | % | 1,398,744 | 1,249,729 | ||||||||||||
Assessment bonds |
6.311 | % | various | 18,844 | 18,867 | |||||||||||
Global Line of Credit |
3.584 | % | Aug-12 | 273,520 | 520,141 | |||||||||||
Weighted average interest rate / total debt outstanding |
5.763 | % | $ | 6,415,034 | $ | 6,506,029 | ||||||||||
Principal Maturities (excluding global line) - as of March 31, 2011
Summarized by year (in millions) | ||||
2011 |
$ | 172 | ||
2012 |
800 | |||
2013 |
660 | |||
2014 |
659 | |||
2015 |
802 | |||
2016 |
566 | |||
2017 |
409 | |||
2018 |
738 | |||
2019 |
648 | |||
2020 |
568 | |||
Thereafter |
161 | |||
Global Line (due 2012) |
274 | |||
Discount |
(59 | ) | ||
Premium |
17 | |||
Total |
$ | 6,415 | ||
(a) | Interest rate is based on the stated rate and weighted based on borrowings outstanding as of March 31, 2011, except as noted. | |
(b) | These notes were repaid on April 13, 2011. | |
(c) | The interest rates shown represent the effective interest rate (including non-cash amortization). These convertible notes mature in 2037 and 2038. However, the holders of the notes have the right to require us to repurchase their notes for cash on specific dates approximately every five years beginning in 2012 and 2013, and at any time prior to their maturity upon a change in control or, with respect to some of the notes, a termination of trading (each as defined in the notes). We have reflected the maturities in 2012 and 2013 in the schedule of debt maturities based on the cash put date. The holders of the 1.875% notes we issued in November 2007 have the option to convert their notes beginning in November 2012. | |
(d) | These notes are convertible at any time by holders at an initial conversion rate of 57.8503 shares per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $17.29 per share, subject to adjustment upon the occurrence of certain events. The holders of the notes have the right to require us to repurchase their notes for cash at any time on or prior to the maturity date upon a change in control or a termination of trading (each as defined in the notes). | |
(e) | We issued this debt in the first quarter of 2011. |
Section VI - Debt
Page 6.1
Page 6.1
First Quarter 2011 |
Debt - ProLogis Debt and Equity
(dollars and shares in thousands)
Global Line of Credit - as of March 31, 2011
Information related to our Global Line (dollars in millions): |
||||
Aggregate lender - commitments (a) |
$ | 1,627.5 | ||
Less: |
||||
Borrowings outstanding |
273.5 | |||
Outstanding letters of credit |
85.3 | |||
Current availability |
$ | 1,268.7 | ||
Financing Activity (b)
Three Months Ended | ||||||||
March 31, 2011 | ||||||||
Principal | Interest Rate | |||||||
Debt issued: |
||||||||
Secured mortgage debt: |
||||||||
Due 2013 |
3,191 | 1.490 | % | |||||
Due 2018 |
161,312 | 1.340 | % | |||||
Total debt issued |
$ | 164,503 | ||||||
Debt repaid / repurchased: |
||||||||
Total amortization payments during period |
(16,351 | ) | ||||||
Total debt repaid / repurchased |
$ | (16,351 | ) | |||||
Global Line activity, net - advances (payments) |
$ | (246,621 | ) | |||||
Grand total, net activity |
$ | (98,469 | ) | |||||
Market Capitalization
Shares or Equivalents | Market Price - | Market Value | ||||||||||
Outstanding | as of March 31, 2011 | Equivalents | ||||||||||
8.54% series C cumulative redeemable preferred shares |
2,000 | $ | 58.50 | $ | 117,000 | |||||||
6.75% series F cumulative redeemable preferred shares |
5,000 | $ | 23.65 | 118,250 | ||||||||
6.75% series G cumulative redeemable preferred shares |
5,000 | $ | 23.97 | 119,850 | ||||||||
12,000 | 355,100 | |||||||||||
Common shares |
570,552 | $ | 15.98 | 9,117,421 | ||||||||
Convertible limited partnership units |
760 | $ | 15.98 | 12,145 | ||||||||
571,312 | 9,129,566 | |||||||||||
Total equity |
9,484,666 | |||||||||||
Total debt |
6,415,034 | |||||||||||
Total market capitalization |
$ | 15,899,700 | ||||||||||
(a) | See Appendix B for details on our Global Line. | |
(b) | Excludes changes due to foreign exchange rates, if applicable. |
Section VI - Debt
Page 6.2
Page 6.2
First Quarter 2011 |
Debt
- Property Fund Debt Summary
(dollars in thousands)
Principal maturities of third party debt for each property fund - as of March 31, 2011
Wtd. Avg. | ||||||||||||||||||||||||||||
Int. Rate | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | ||||||||||||||||||||||
ProLogis California LLC |
7.24 | % | $ | - | $ | - | $ | - | $ | 137,500 | $ | - | $ | 52,500 | ||||||||||||||
ProLogis North American Properties Fund I |
3.75 | % | 2,070 | 177,240 | - | - | - | - | ||||||||||||||||||||
ProLogis North American Properties Fund XI |
6.92 | % | 473 | 670 | 413 | - | - | - | ||||||||||||||||||||
ProLogis North American Industrial Fund |
5.58 | % | - | 52,000 | 80,000 | - | 108,665 | 444,000 | ||||||||||||||||||||
ProLogis North American Industrial Fund II |
6.32 | % | 7,500 | 164,000 | 74,000 | 526,393 | - | 136,500 | ||||||||||||||||||||
ProLogis North American Industrial Fund
III (a) |
5.73 | % | 120,042 | 85,696 | 385,571 | 146,462 | - | - | ||||||||||||||||||||
ProLogis Mexico Industrial Fund |
6.63 | % | - | - | - | - | - | - | ||||||||||||||||||||
Europe Funds |
5.37 | % | - | 511,579 | 863,076 | 1,787,681 | 261,153 | 247,029 | ||||||||||||||||||||
ProLogis Korea Fund |
6.11 | % | 16,907 | 33,997 | - | - | - | - | ||||||||||||||||||||
Total |
$ | 146,992 | $ | 1,025,182 | $ | 1,403,060 | $ | 2,598,036 | $ | 369,818 | $ | 880,029 | ||||||||||||||||
Discount/ | Grand | |||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | Premium | Total | |||||||||||||||||||||||
ProLogis California LLC |
$ | - | $ | - | $ | 120,000 | $ | - | $ | - | $ | 310,000 | ||||||||||||||||
ProLogis North American Properties Fund I |
- | - | - | - | - | 179,310 | ||||||||||||||||||||||
ProLogis North American Properties Fund XI |
- | - | - | - | 30 | 1,586 | ||||||||||||||||||||||
ProLogis North American Industrial Fund |
205,000 | 165,500 | - | 189,000 | - | 1,244,165 | ||||||||||||||||||||||
ProLogis North American Industrial Fund II |
221,000 | 104,700 | - | - | (6,012 | ) | 1,228,081 | |||||||||||||||||||||
ProLogis North American Industrial Fund III |
- | 280,000 | - | - | (1,823 | ) | 1,015,948 | |||||||||||||||||||||
ProLogis Mexico Industrial Fund |
214,149 | - | - | - | - | 214,149 | ||||||||||||||||||||||
Europe Funds |
- | - | 48,555 | - | - | 3,719,073 | ||||||||||||||||||||||
ProLogis Korea Fund |
- | - | - | - | - | 50,904 | ||||||||||||||||||||||
Total |
$ | 640,149 | $ | 550,200 | $ | 168,555 | $ | 189,000 | $ | (7,805 | ) | $ | 7,963,216 | |||||||||||||||
Principal maturities of third party debt for the property funds combined - as of March 31, 2011
(a) | ProLogis North American Industrial Fund III has received a loan extension proposal from the lender of its debt that matures in July 2011. The proposal would extend the maturity of the note to March 2012. We believe the fund will be successful in closing the extension. |
Section VI - Debt
Page 6.3
Page 6.3
First Quarter 2011 |
Components
of Net Asset Value for ProLogis (1)
(in thousands, except for percentages and per square foot)
Direct Owned
Investment | Inv. Bal. | Pro Forma | Annualized | Percent | ||||||||||||||||||||||||
Sq. Ft. | Balance | per Sq. Ft. | NOI (2) | NOI (2) | Leased | |||||||||||||||||||||||
Operating properties: |
||||||||||||||||||||||||||||
Core > 75% leased |
138,456 | $ | 9,126,922 | $ | 66 | $ | 143,230 | $ | 572,920 | 98.3 | % | |||||||||||||||||
Core < 75% leased |
29,107 | 1,702,499 | 58 | 16,006 | 64,024 | 37.3 | % | |||||||||||||||||||||
Land subject to ground leases and other |
66,878 | 1,765 | 7,060 | |||||||||||||||||||||||||
Total core and other |
167,563 | $ | 10,896,299 | $ | 65 | $ | 161,001 | $ | 644,004 | 87.7 | % | |||||||||||||||||
Pro Forma | ||||||||||||||||||||||||||||
Investment | Total | TEI | Pro Forma | Annualized | ||||||||||||||||||||||||
Sq. Ft. | Balance | Expected Inv. | per Sq. Ft. | NOI (3) | NOI | |||||||||||||||||||||||
Prestabilized |
||||||||||||||||||||||||||||
North America |
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
Europe |
- | - | - | - | - | - | ||||||||||||||||||||||
Asia |
- | - | - | - | - | - | ||||||||||||||||||||||
Total prestabilized |
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
Properties under development |
||||||||||||||||||||||||||||
Build-to-suit: |
||||||||||||||||||||||||||||
North America |
472 | $ | 13,361 | $ | 18,234 | $ | 39 | $ | 403 | $ | 1,612 | |||||||||||||||||
Europe |
2,166 | 104,825 | 177,510 | 82 | 3,098 | 12,392 | ||||||||||||||||||||||
Asia |
702 | 66,171 | 120,591 | 172 | 1,994 | 7,976 | ||||||||||||||||||||||
Total build-to-suit |
3,340 | 184,357 | 316,335 | 95 | 5,495 | 21,980 | ||||||||||||||||||||||
Speculative: |
||||||||||||||||||||||||||||
North America |
514 | 32,715 | 56,220 | 109 | 963 | 3,852 | ||||||||||||||||||||||
Europe |
319 | 6,411 | 24,159 | 76 | 420 | 1,680 | ||||||||||||||||||||||
Asia |
1,551 | 231,198 | 262,586 | 169 | 4,458 | 17,832 | ||||||||||||||||||||||
Total speculative |
2,384 | 270,324 | 342,965 | 144 | 5,841 | 23,364 | ||||||||||||||||||||||
Total properties
under development |
5,724 | $ | 454,681 | $ | 659,300 | $ | 115 | $ | 11,336 | $ | 45,344 | |||||||||||||||||
Investment | Actual First | |||||||||||||||||||||||||||
Balance | Quarter 2011 | |||||||||||||||||||||||||||
Land |
$ | 1,599,966 | ||||||||||||||||||||||||||
Development management and other income |
$ | 4,319 | ||||||||||||||||||||||||||
See Page 7.3 for note references |
Section VII - Net Asset Value
Page 7.1
Page 7.1
First Quarter 2011 |
Components of Net Asset Value for ProLogis - Continued (1)
(in thousands, except for percentages and per unit)
Investment Management
ProLogis Share | ProLogis Share | |||||||||||||||||||||||
Investment | ProLogis Share | Annualized | Debt, Net of | |||||||||||||||||||||
Balance | Sq. Ft. | NOI (4) | NOI | Other Net Assets | ||||||||||||||||||||
ProLogis interest in funds: |
||||||||||||||||||||||||
North America |
$ | 925,743 | 146,191 | $ | 56,792 | $ | 227,168 | $ | (1,991,683 | ) | ||||||||||||||
Asia |
$ | 17,381 | 1,734 | $ | 569 | $ | 2,276 | $ | (9,409 | ) | ||||||||||||||
Investment | # of | Value per | Calculated | |||||||||||||||||||||
Sq. Ft. | Balance | Units | Unit (5) | USD / EUR | Value | |||||||||||||||||||
ProLogis ownership in Europe funds (5): |
||||||||||||||||||||||||
PEPR |
||||||||||||||||||||||||
Common Equity |
63,043 | | 5.62 | 1.42 | $ | 503,108 | ||||||||||||||||||
Preferred Equity |
7,016 | | 6.50 | 1.42 | 64,758 | |||||||||||||||||||
Total investment in PEPR |
52,987 | $ | 533,718 | $ | 567,866 | |||||||||||||||||||
PEPF II |
51,099 | $ | 473,471 | 86,684 | | 5.55 | 1.42 | $ | 683,157 | |||||||||||||||
Actual First | ||||||||||||||||||||||||
Quarter 2011 | Annualized | |||||||||||||||||||||||
Investment management fees |
$ | 29,170 | $ | 116,680 | ||||||||||||||||||||
Investment management expenses |
(10,552 | ) | (42,208 | ) | ||||||||||||||||||||
$ | 18,618 | $ | 74,472 | |||||||||||||||||||||
Other Balance Sheet Items |
As of | ||||
March 31, 2011 | ||||
Other assets: |
||||
Cash and cash equivalents |
$ | 24,744 | ||
Restricted cash |
34,088 | |||
Deposits, prepaid assets and other tangible assets (6) |
650,898 | |||
Accounts receivable |
95,538 | |||
Notes receivable backed by real estate |
358,323 | |||
Investments in and advances to other unconsolidated investees |
134,383 | |||
Assets held for sale, net of liabilities |
213,250 | |||
Total other assets |
$ | 1,511,224 | ||
Liabilities and preferred equity: |
||||
Debt (7) |
$ | 6,415,034 | ||
Discount on debt, net |
41,916 | |||
Total debt |
6,456,950 | |||
Other liabilities, payables, and accrued expenses |
891,808 | |||
Preferred shares |
350,000 | |||
Total liabilities and preferred shares |
$ | 7,698,758 | ||
Total common shares and convertible limited partnership units outstanding (7) |
571,312 | |||
See Page 7.3 for note references
Section VII - Net Asset Value
Page 7.2
Page 7.2
First Quarter 2011 |
Notes to Net Asset Value
(1) | The components of Net Asset Value do not consider the potential changes in rental and fee income streams or the franchise value associated with our global operating platform. | |
(2) | A reconciliation of our rental income and rental expenses, computed under Generally Accepted Accounting Principles (GAAP), to pro forma net operating income (NOI) for purposes of the Net Asset Value calculation is as follows: |
(in thousands) | ||||
Calculation of pro forma NOI: |
||||
Rental income |
$ | 205,311 | ||
Rental expenses |
(63,342 | ) | ||
Net termination fees and adjustments (a) |
(844 | ) | ||
Adjusted NOI |
141,125 | |||
Less: NOI on contributed properties (b) |
(71 | ) | ||
NOI for properties owned at March 31, 2011 |
141,054 | |||
Add: proforma adjustment (c) |
19,947 | |||
Pro forma NOI - GAAP |
161,001 | |||
Straight-lined rents and amortization of lease intangibles (d) |
(12,731 | ) | ||
Pro forma NOI - CASH |
$ | 148,270 | ||
(a) | Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customers rent leveling asset or liability, if any, that has been previously recognized under GAAP. Removing the net termination fees from rental income allows for the calculation of pro forma NOI to include only rental income that is indicative of the propertys recurring operating performance. | ||
(b) | The actual NOI for properties that were contributed and not part of discontinued operations during the three-month period is removed. | ||
(c) | This incremental adjustment is necessary to reflect a full period of NOI for core properties acquired during the quarter and for our completed development properties using an estimated stabilized yield. | ||
(d) | Straight-lined rents and amortization of above and below market leases are removed from rental income computed under GAAP to allow for the calculation of a cash yield. |
(3) | Pro forma NOI for our properties under development is based on current total expected investment and an estimated stabilized yield. | |
(4) | A reconciliation of rental income and rental expenses, computed under GAAP, to pro forma NOI for purposes of the Net Asset Value calculation for the property funds, excluding PEPR and PEPF II, for the three months ended March 31, 2011 is included below. |
ProLogis | N.A. | N.A. | N.A. | N.A. | N.A. | Mexico | ||||||||||||||||||||||||||
California | Properties | Properties | Industrial | Industrial | Industrial | Industrial | Korea | |||||||||||||||||||||||||
(in thousands, except percentages) | LLC | Fund I | Fund XI | Fund | Fund II | Fund III | Fund | Fund | ||||||||||||||||||||||||
ProLogis ownership interest as of 3/31/2011 |
50.0 | % | 41.3 | % | 20.0 | % | 23.1 | % | 37.0 | %(a) | 20.0 | % | 20.0 | % | 20.0 | % | ||||||||||||||||
Calculation of pro forma NOI: |
||||||||||||||||||||||||||||||||
Rental income |
$ | 21,346 | $ | 9,959 | $ | 3,523 | $ | 61,357 | $ | 37,899 | $ | 27,419 | $ | 11,771 | $ | 2,986 | ||||||||||||||||
Rental expenses |
(3,894 | ) | (2,854 | ) | (1,301 | ) | (18,112 | ) | (9,822 | ) | (7,174 | ) | (2,207 | ) | (142 | ) | ||||||||||||||||
Net termination fees and adjustments (b) |
(35 | ) | (58 | ) | (88 | ) | (3 | ) | 47 | 2 | (467 | ) | - | |||||||||||||||||||
Certain fees paid to ProLogis (c) |
162 | 98 | 49 | 640 | 429 | 295 | 127 | - | ||||||||||||||||||||||||
Adjusted NOI |
17,579 | 7,145 | 2,183 | 43,882 | 28,553 | 20,542 | 9,224 | 2,844 | ||||||||||||||||||||||||
Less: actual NOI on certain properties (d) |
- | - | - | - | (29 | ) | - | - | - | |||||||||||||||||||||||
Add: stabilized NOI on certain properties (e) |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Pro forma NOI - GAAP |
17,579 | 7,145 | 2,183 | 43,882 | 28,524 | 20,542 | 9,224 | 2,844 | ||||||||||||||||||||||||
Straight-lined rents and amortization of lease intangibles (f) |
(898 | ) | (293 | ) | (62 | ) | (1,346 | ) | (201 | ) | (1,202 | ) | 134 | 100 | ||||||||||||||||||
Pro forma NOI - CASH |
$ | 16,681 | $ | 6,852 | $ | 2,121 | $ | 42,536 | $ | 28,323 | $ | 19,340 | $ | 9,358 | $ | 2,944 | ||||||||||||||||
Pro forma NOI - GAAP (ProLogis share) |
$ | 8,790 | $ | 2,951 | $ | 437 | $ | 10,137 | $ | 28,524 | $ | 4,108 | $ | 1,845 | $ | 569 | ||||||||||||||||
(a) | Our aggregate ownership interest in the North American funds has been adjusted to reflect 100% of the NOI of North American Industrial Fund II (NAIF II), versus our GAAP ownership interest of 37.0%, to account for our preferred interest in NAIF II. | ||
(b) | Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customers rent leveling asset or liability, if any, that has been previously recognized under GAAP. Removing the net termination fees from rental income allows for the calculation of pro forma NOI to include only rental income that is indicative of the propertys recurring operating performance. | ||
(c) | These miscellaneous fees are added back as an offset to rental expense because they represent costs that are specific to the ownership structures of the individual property fund and are not necessarily indicative of expenses that would be incurred under other structures. | ||
(d) | The NOI for properties that were acquired or disposed of during the three-month period is removed. | ||
(e) | NOI is adjusted to reflect a full period of operations for properties that were acquired during the three-month period. | ||
(f) | Straight-lined rents and amortization of above and below market leases are removed from rental income computed under GAAP to allow for the calculation of a cash yield. |
(5) | PEPR and PEPF II are subject to valuations under International Financial Reporting Standards (IFRS). Value per unit for common equity of PEPR is based on PEPRs IFRS net asset value as of December 31, 2010 and preferred equity is based on the closing price of PEPR preferred units on the Euronext Amsterdam stock exchange as of March 31, 2011. PEPRs closing price of common units on the Euronext Amsterdam stock exchange was 5.00 on March 31, 2011. Value per unit for common equity is based on PEPF IIs estimated IFRS net asset value as of March 31, 2011. | |
(6) | These items are reflected in our Consolidated Balance Sheets as components of Other Assets and Investments in Real Estate Assets Other Real Estate Investments. This includes $124.0 million of rent leveling assets. | |
(7) | Debt includes $460 million of debt that is convertible by the holders at any time at an initial conversion rate of 57.8503 common shares per $1,000 note outstanding. The potential convertible shares are not included in our total common shares and convertible limited partnership units outstanding at March 31, 2011. |
Section VII - Net Asset Value
Page 7.3
Page 7.3
First Quarter 2011 |
Appendix A - Notes to Supplemental Information
Please refer to our annual and quarterly financial statements filed with the Securities and Exchange Commission on Forms 10-K and 10-Q for
further information about us and our business. Certain amounts from previous periods presented in the Supplemental Information have been reclassified to
conform to the 2011 presentation. Please also read the Definitions included in Appendix B.
Our direct owned segment represents the direct, long-term ownership of industrial properties. Our
investment strategy in this segment focuses primarily on the ownership and leasing of industrial
properties in key distribution markets. We consider these properties to be our Core Portfolio. Our
intent is to hold and use the Core properties; however, depending on market and other conditions,
we may contribute or sell these properties to property funds or sell to third parties. When we contribute
or sell properties we have developed, we recognize FFO to the extent the proceeds received exceed
our original investment (i.e. prior to depreciation) and present the results as Net Gains on
Dispositions. In addition, we have industrial properties that are currently under development and
land available for development that are part of this segment as well. We may develop the land or
sell to third parties, depending on market conditions, customer demand and other factors. The
investment management segment represents primarily the investment management of unconsolidated
property funds and joint ventures and the properties they own.
Notes to Section II Financial Statements
(1) | As of March 31, 2011, we have eight land parcels and six operating properties that met the criteria as held for sale. We also have certain other non-core assets, which are part of a definitive agreement signed in December 2010 and expected to close in the second quarter of 2011, that met the criteria as held for sale. The amounts included in Assets Held for Sale as of March 31, 2011 include real estate investment balances and the related assets and liabilities for each property. | |
During the three months ended March 31, 2011, we disposed of 33 non-development properties aggregating 2.2 million square feet to third parties, including 30 properties aggregating 1.2 million square feet that were included in Assets Held for Sale at December 31, 2010. During all of 2010, we disposed of land subject to ground leases and 205 properties aggregating 25.4 million square feet to third parties, 2 of which were development properties. | ||
The operations of the properties held for sale and properties that are disposed of to third parties during a period including the aggregate net gains recognized upon their disposition, are presented as discontinued operations in our Consolidated Statements of Operations for all periods presented. The income attributable to these properties was as follows: |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Rental income |
$ | 10,061 | $ | 43,373 | ||||
Rental expenses |
(3,345 | ) | (11,622 | ) | ||||
Depreciation and amortization |
(428 | ) | (11,149 | ) | ||||
Income attributable to disposed properties and assets held for sale |
$ | 6,288 | $ | 20,602 | ||||
For purposes of our Consolidated Statements of FFO, we do not segregate discontinued operations. In addition, we include the gains from disposition of land parcels and development properties in the calculation of FFO, including those classified as discontinued operations. | ||
(2) | In our Consolidated Statements of Operations, Rental Income includes the following (in thousands): |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Rental income |
$ | 147,724 | $ | 135,758 | ||||
Rental expense recoveries |
44,856 | 41,474 | ||||||
Straight-lined rents |
12,731 | 10,313 | ||||||
$ | 205,311 | $ | 187,545 | |||||
(3) | Our General and Administrative Expenses (G&A) included in our Statements of Operations consisted of the following (in thousands): |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Gross G&A expense |
$ | 66,543 | $ | 66,853 | ||||
Reported as rental expense |
(4,911 | ) | (5,001 | ) | ||||
Reported as investment management expenses |
(10,552 | ) | (10,319 | ) | ||||
Capitalized amounts |
(11,897 | ) | (9,527 | ) | ||||
Net G&A |
$ | 39,183 | $ | 42,006 | ||||
(4) | During the first quarter of 2011, we incurred expenses in connection with the expected merger with AMB Property Corporation and a reduction in workforce associated with certain recent or expected dispositions. |
Appendix A
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Appendix A - Notes to Supplemental Information
(5) | The following table presents the components of Interest Expense as reflected in our Consolidated Statements of Operations (in thousands): |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Gross interest expense |
$ | 89,058 | $ | 105,009 | ||||
Amortization of discount, net |
7,838 | 15,334 | ||||||
Amortization of deferred loan costs |
4,997 | 6,482 | ||||||
Interest expense before capitalization |
101,893 | 126,825 | ||||||
Capitalized amounts |
(11,331 | ) | (16,846 | ) | ||||
Net interest expense |
$ | 90,562 | $ | 109,979 | ||||
Gross interest expense decreased in 2011 from 2010 due primarily to lower debt levels as a result of the 2010 debt repurchases. The decrease in capitalized amounts in 2011 from 2010 is due to less development activity. | ||
(6) | Included in this amount is a $6.9 million charge related primarily to one of our buildings in Japan that was damaged from the earthquake and related tsunami in March 2011. | |
(7) | During the three months ended March 31, 2010, in connection with our announced initiatives to stagger and extend our debt maturities and reduce debt, we repurchased certain senior and convertible senior notes outstanding with maturities in 2012 and 2013 (we did not repurchase any debt in 2011). We utilized proceeds from borrowings under the Global Line to repurchase the senior notes. In addition, in 2010 we repaid certain secured mortgage debt in connection with the sale of a property in Japan. The activity is summarized as follows (in thousands): |
Three Months | ||||
Ended | ||||
March 31, 2010 | ||||
Convertible Senior Notes (a): |
||||
Original principal amount |
$ | 490,039 | ||
Cash purchase price |
$ | 465,094 | ||
Senior Notes: |
||||
Original principal amount |
$ | 422,476 | ||
Cash purchase price |
$ | 449,382 | ||
Secured Mortgage Debt: |
||||
Original principal amount |
$ | 45,140 | ||
Cash repayment price |
$ | 46,659 | ||
Total: |
||||
Original
principal amount |
$ | 957,655 | ||
Cash purchase / repayment price |
$ | 961,135 | ||
Gain (loss) on early extinguishment of debt, net (b) |
$ | (47,633 | ) |
(a) | Although the purchase price is less than the principal amount outstanding, the repurchase of these notes resulted in a non-cash loss in 2010 due to the non-cash discount. Therefore, we adjusted for this non-cash loss to arrive at FFO, excluding significant non-cash items. | |
(b) | Represents the difference between the recorded debt (including unamortized related debt issuance costs, premiums and discounts) and the consideration we paid to retire the debt. Of the loss we referred to above, the non-cash loss of $15.2 million for the three months ended March 31, 2010, is adjusted back to arrive at FFO, excluding significant non-cash items. |
Notes to Section IV - Investment Management
(1) | As of March 31, 2011, the North American funds include seven property funds. During the first quarter of 2011, ProLogis North American Industrial Fund II (NAIF II) sold an operating property to a third party. | |
(2) | The European funds include PEPR and PEPF II. We sold one completed development property in the first quarter of 2011. | |
(3) | Represents the ProLogis Korea Fund. | |
(4) | Included in our share of the property funds net earnings are items that are necessary to adjust for differences between our investment and the property funds basis in certain items, primarily arising due to deferred gains and fees that were not recognized when earned by us due to our ownership interest in the property fund. In our Consolidated Statements of FFO, deferred gains and fees are only recognized when the underlying property is sold to a third party by the property fund and are reflected as Net Gains on Dispositions of Investments in Real Estate. |
Appendix A
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Appendix A - Notes to Supplemental Information
(5) | Represents interest income earned from notes receivables, if any, from the property funds, along with dividend income earned from our investment in PEPRs preferred units. | |
(6) | In addition to the property and asset management fees earned by us and expensed by the property funds, we earn other fees for leasing, construction, development, financing and other activities performed on behalf of the property funds. Certain of these fees are capitalized by the property funds (primarily leasing, construction, development and financing fees). We defer an amount of these types of fees we earn in an amount proportionate to our ownership interest in the property fund. The deferred fees are recognized in income in future periods by reducing depreciation or interest expense (related to the capitalized fees) when we recognize our share of the earnings or losses of the property fund under the equity method see note (4). | |
In addition, we are developing a building for PEPF II for which we earn fees. We record these fees in Development Management and Other Income in our Consolidated Statements of Operations and FFO. | ||
(7) | Includes only those fees earned from the property funds included here in which we have ownership interests that are accounted for by the equity method. In addition, we earn fees from the management of properties owned by certain joint ventures and third parties. |
Appendix A
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Appendix B - Definitions
Core EBITDA, as adjusted We use
core adjusted earnings before interest, income taxes, depreciation and amortization, impairment
charges, gains or losses from the disposition of investments in real estate, gains or losses on
early extinguishment of debt and derivative contracts (including cash charges), similar
adjustments we make to our Core FFO (see definition below), and other non-cash
charges (such as stock based compensation amortization, unrealized gains or losses
on foreign currency and derivative activity), including our share of these items
(other than interest and current income taxes) from unconsolidated investees or
(Core EBITDA, as adjusted), to measure both our operating
performance and liquidity.
We consider Core
EBITDA, as adjusted to provide investors relevant and useful information because it permits
investors to view income from operations on an unleveraged basis before the effects of
income tax, non-cash depreciation and amortization expense and other items (including
stock-based compensation amortization and certain unrealized gains and losses), gains
or losses from the disposition of investments in real estate, items that affect
comparability, and other significant non-cash items. 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 and derivatives
contracts generally included the costs of repurchasing debt securities. Although
difficult to predict, these items may be recurring given the uncertainty of the
current economic climate and its adverse effects on the real estate and financial
markets. While not infrequent or unusual in nature, these items result from market
fluctuations that can have inconsistent effects on each companys 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.
As a liquidity
measure, we believe that Core EBITDA, as adjusted helps investors to analyze
our ability to meet interest payment obligations and to make quarterly preferred share
dividends and unit distributions. We believe that investors should consider Core EBITDA,
as adjusted, in conjunction with net income (the primary measure of our performance) and
the other required Generally Accepted Accounting Principles (GAAP) measures
of our performance and liquidity, to improve their understanding of our operating
results and liquidity, and to make more meaningful comparisons of our performance
against other companies. By using Core EBITDA, as adjusted, an investor is assessing
the earnings generated by our operations, but not taking into account the eliminated
expenses or gains incurred in connection with such operations. As a result, adjusted
EBITDA has limitations as an analytical tool and should be used in conjunction with
our required GAAP presentations. Core EBITDA, as adjusted does not reflect our
historical cash expenditures or future cash requirements for working capital,
capital expenditures distribution requirements or contractual commitments.
Core EBITDA, as adjusted also does not reflect the cash required to make
interest and principal payments on our outstanding debt.
While Core
EBITDA, as adjusted is a relevant and widely used measure of operating performance
and liquidity, it does not represent net income or cash flow from operations as
defined by GAAP and it should not be considered as an alternative to those
indicators in evaluating operating performance or liquidity. Further, our computation
of Core EBITDA, as adjusted may not be comparable to EBITDA reported by other companies.
We compensate for the limitations of Core EBITDA, as adjusted by providing investors
with financial statements prepared according to U.S. GAAP, along with this detailed
discussion of Core EBITDA, as adjusted and a reconciliation of Core EBITDA, as
adjusted to consolidated net earnings (loss), a U.S. GAAP measurement.
Core Portfolio Includes all industrial operating properties that we own directly.
Debt Covenants
Credit Facility We may draw
funds from a syndicate of banks in U.S. dollars, euros, Japanese yen, and British pound
sterling. Based on our public debt ratings and a pricing grid, interest on the borrowings
under the Global Line accrues at a variable rate (3.58% per annum at March 31, 2011 based on a weighted average using local currency rates) and is based upon the interbank offered
rate in each respective jurisdiction in which the borrowings are outstanding. The
facility matures on August 12, 2012.
The covenants are
calculated based on the definitions as defined within the Global Line agreement and may be
different than similar terms in our Consolidated Financial Statements as provided in our
Forms 10-K and 10-Q or with the covenants under the Indenture for our Senior Notes below.
As of March 31, 2011, we were in compliance with all of our covenants under this agreement,
as shown below.
Senior Notes We have
approximately $4.6 billion of senior notes outstanding as of March 31, 2011, that have been issued
under the 1995 indenture (Original Indenture) or supplemental indentures. We refer to
the Original Indenture, as amended by supplemental indentures, collectively as the Indenture.
All senior notes, other than the convertible senior notes, issued under the Indenture are
subject to one consistent set of financial covenants, defined terms and thresholds for
certain events of default.
The covenants
are calculated based on the definitions as defined within the Indenture and may be different
than similar terms in our Consolidated Financial Statements as provided in our Forms 10-K
and 10-Q or with the covenants under our Global Line above. As of March 31, 2011, we were
in compliance with all applicable covenants, as shown below.
Appendix B
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First Quarter 2011 |
Appendix B - Definitions
Our financial covenant ratios at March 31, 2011 are as follows: |
Eighth and Ninth | ||||||||||||||||
Supplemental Indenture | Global Line | |||||||||||||||
Required | Actual | Required | Actual | |||||||||||||
Financial Covenant | Compliance | Compliance | Compliance | Compliance | ||||||||||||
Minimum Net Worth |
>$ | 7.6 | billion | $ | 8.7 | billion | ||||||||||
Fixed Charge Coverage Ratio |
> | 1.50 | 2.46 | > | 1.50 | 1.79 | ||||||||||
Unencumbered Debt Service Coverage Ratio |
> | 1.50 | 2.02 | |||||||||||||
Consolidated Leverage Ratio |
< | 60 | % | 38 | % | < | 60 | % | 48 | % | ||||||
Non-Industrial Investments Ratio |
< | 25 | % | 15 | % | |||||||||||
Maximum Secured Debt Ratio |
< | 40 | % | 8 | % | < | 30 | % | 12 | % | ||||||
Certain Property NOI to Certain Specified Debt |
> | 14 | % | 86 | % | |||||||||||
Unencumbered Assets Ratio |
> | 1.50 | 2.58 | |||||||||||||
FFO; FFO, as defined by ProLogis; FFO,
excluding significant non-cash items; Core FFO
(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 National Association of Real Estate Investment Trusts (NAREIT) has published a
definition of FFO, modifications to the NAREIT calculation of FFO are common among REITs, as
companies seek to provide financial measures that meaningfully reflect their business.
FFO is not meant to represent a comprehensive system of financial reporting and does not
present, nor do we intend it to present, a complete picture of our financial condition and
operating performance. We believe net earnings computed under GAAP remains the primary measure
of performance and that FFO is only meaningful when it is used in conjunction with net earnings
computed under GAAP. Further, we believe our consolidated financial statements, prepared in
accordance with GAAP, provide the most meaningful picture of our financial condition and our
operating performance.
NAREITs FFO measure adjusts net earnings computed under GAAP to exclude historical cost
depreciation and gains and losses from the sales of previously depreciated properties. We agree
that these two NAREIT adjustments are useful to investors for the following reasons:
(i) | historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on FFO since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Consequently, NAREITs definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities. | ||
(ii) | REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREITs definition of FFO, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REITs activity and assists in comparing those operating results between periods. We include the gains and losses from dispositions of land and development properties, as well as our proportionate share of the gains and losses from dispositions recognized by the property funds, 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 shareholders, 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 shareholders, potential investors and financial
analysts understand the measures management uses.
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) | certain foreign currency exchange gains and losses resulting from certain debt transactions between us and our foreign consolidated subsidiaries and our foreign unconsolidated investees; | ||
(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 investees; and | ||
(v) | mark-to-market adjustments associated with derivative financial instruments utilized to manage foreign currency and interest rate risks. |
Appendix B
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First Quarter 2011 |
Appendix B - Definitions
We calculate FFO, as defined by ProLogis for our unconsolidated investees on the
same basis as we calculate our FFO, as defined by ProLogis.
We use this FFO measure, 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 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.
FFO, excluding significant non-cash items
When we began to experience the effects of the global economic crises in the fourth quarter of
2008, we decided that FFO, as defined by ProLogis, did not provide all of the
information we needed to evaluate our business in this environment. As a result, we developed
FFO, excluding significant non-cash items to provide additional information that allows us to
better evaluate our operating performance in this unprecedented economic time.
To arrive at FFO, excluding significant non-cash items, we adjust FFO, as defined by ProLogis, to exclude the following items that we recognized directly or our share
recognized by our unconsolidated investees:
Non-recurring items
(i) | impairment charges related to the sale of our China operations; | ||
(ii) | impairment charges of goodwill; and | ||
(iii) | our share of the losses recognized by PEPR on the sale of its investment in PEPF II. |
Recurring items
(i) | impairment charges of completed development properties that we contributed or expect to contribute to a property fund; | ||
(ii) | impairment charges of land or other real estate properties that we sold or expect to sell; | ||
(iii) | impairment charges of other non-real estate assets, including equity investments; | ||
(iv) | our share of impairment charges of real estate that is sold or expected to be sold by an unconsolidated investee; and | ||
(v) | gains or losses from the early extinguishment of debt. |
We believe that these items, both recurring and non-recurring, are driven by factors relating to
the fundamental disruption in the global financial and real estate markets, rather than factors
specific to the company or the performance of our properties or investments.
The impairment charges of real estate properties that 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. In order to generate liquidity, we decided to sell
our China operations in the fourth quarter of 2008 at a loss and, therefore, we recognized an
impairment charge. Also, to generate liquidity, we have contributed or intend to contribute
certain completed properties to property funds and sold or intend to sell certain land parcels
or properties to third parties. To the extent these properties are expected to be sold at a
loss, we record an impairment charge when the loss is known. The impairment charges related to
goodwill and other assets that we have recognized were similarly caused by the decline in the
real estate markets.
Certain of our unconsolidated investees have recognized and may continue to recognize similar
impairment charges of real estate that they expect to sell, which impacts our equity in earnings
of such investees.
In connection with our announced initiatives to reduce debt and extend debt maturities, we have
purchased portions of our debt securities. As a result, we recognized net gains or losses on the
early extinguishment of certain debt. Certain of our unconsolidated investees have recognized or
may recognize similar gains or losses, which impacts our equity in earnings of such investees.
During this turbulent time, we have recognized certain of these recurring charges and gains over
several quarters since the fourth quarter of 2008. We
believe that as the economy stabilizes, our liquidity needs change and since the remaining capital
available to the existing unconsolidated property funds to acquire our completed development
properties expired, the potential for
impairment charges on real estate properties will diminish to an immaterial amount. As we
continue to monetize our land bank through development or dispositions, we may dispose of this
land at a gain or loss. We may also dispose of other non-strategic assets at a gain or loss.
However, we do not expect that we will adjust our FFO measure for these gains or losses after
2010.
We analyze our operating performance primarily by the rental income of our real estate, net of
operating, administrative and financing expenses, which is not directly impacted by short-term
fluctuations in the market value of our real estate or debt securities. As a result, although
these significant non-cash 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.
Appendix B
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First Quarter 2011 |
Appendix B - Definitions
As described above, we began using FFO, excluding significant non-cash items, 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 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.
As the impact of these recurring items dissipates, we expect that the usefulness of FFO,
excluding significant non-cash items will similarly dissipate and we will go back to using only
FFO, as defined by ProLogis.
Core FFO includes
FFO, excluding significant non-cash items, and is adjusted to remove gains (losses) on
dispositions of development properties and land, and certain other significant items
that affect comparability as noted in the reconciliation.
Limitations on Use of our FFO Measures
While we believe our defined FFO measures are important supplemental measures, neither NAREITs
nor our measures of FFO should be used alone because they exclude significant economic
components of net earnings computed under GAAP and are, therefore, limited as an analytical
tool. Accordingly they are two of many measures we use when analyzing our business. Some of
these limitations are:
| The current income tax expenses that are excluded from our defined FFO measures represent the taxes 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 dispositions represent changes in the value of the disposed 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 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 non-cash impairment charges that we exclude from our FFO, excluding significant non-cash items, have been or may be realized as a loss in the future upon the ultimate disposition of the related real estate properties or other assets through the form of lower cash proceeds. | ||
| The gains on extinguishment of debt that we exclude from our FFO, excluding significant non-cash items, provides a benefit to us as we are settling our debt at less than our future obligation. |
We compensate for these limitations by using our FFO measures only in conjunction with net
earnings computed under GAAP when making our decisions. To assist investors in compensating for
these limitations, we reconcile our defined FFO measures to our net earnings computed under
GAAP. This information should be read with our complete financial statements prepared under GAAP
and the rest of the disclosures we file with the SEC to fully understand our FFO measures and
the limitations on its use.
Net Asset Value We consider Net Asset Value to be a useful tool to estimate the fair value of
common shareholder equity. The assessment of the fair value of a particular segment of our
business is subjective in that it involves estimates and can be performed using various
methods. Therefore, in this Supplemental Report, we have presented the financial results and
investments related to our business segments that we believe are important in calculating our
Net Asset Value but have not presented any specific methodology nor provided any guidance on
the assumptions or estimates that should be used in the calculation.
Operating Segments:
Direct Owned Segment represents the direct long-term ownership of industrial properties,
including development of properties.
Investment Management Segment represents the investment management of unconsolidated property
funds and joint ventures and the properties they own.
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 properties owned by us, and
properties owned by the industrial property funds and joint ventures that are managed by us
(referred to as unconsolidated investees), in our same store analysis. We have defined the
same store portfolio, for the quarter ended March 31, 2011, as those operating properties that
were in operation at January 1, 2010 and have been in operation throughout the full periods in
both 2011 and 2010. 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 net operating income in the same store portfolio are generally the same as for
the total 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, to
derive the same store results.
Same store rental income includes the amount of rental expenses that are recovered from
customers under the terms of their respective lease agreements. In computing the percentage
change in rental income for the same store analysis, rental income is adjusted to remove the net
termination fees recognized for each period. Net termination fees generally represent the gross
fee negotiated at the time a customer is allowed to terminate its lease agreement offset by the
customers rent leveling asset that was previously recognized. Removing the net termination fees
for the same store calculation allows us to evaluate the growth or decline in each propertys
rental income without regard to items that are not indicative of the propertys recurring
operating performance. Customer terminations are negotiated under specific circumstances and are
not subject to specific provisions or rights allowed under the lease agreements.
Appendix B
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First Quarter 2011 |
Appendix B - Definitions
Same store rental expense represent gross property operating expenses. In computing the
percentage change in rental expenses for the same store analysis, rental expenses include
property management expenses for our direct owned properties based on the property management
fee that has been computed as provided in the individual agreements under which our wholly owned
management company provides property management services to each property (generally the fee is
based on a percentage of revenues).
Same store average leasing represents the change in the average leased percentage for all
periods presented.
Same store rental rate growth represents the change in effective rental rates, on new leases
signed during the period, as compared with the previous effective rental rates in that same
space.
Turnover costs Represents the square feet and associated costs expected to be incurred i) to
prepare a space for a new tenant, except for space that is being leased for the first time
(i.e., in a new development property); ii) for a lease renewal with the same tenant; and iii)
for space in properties acquired, if the space was vacant at the date of acquisition. The
amount provided represents the total turnover costs expected to be incurred on the leases
signed during the period and does not represent actual turnover expenditures for the period.
Appendix B
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