Positive Long-Term Outlook Amid Near-Term
Macroeconomic Uncertainty
SAN
FRANCISCO, April 17, 2024 /PRNewswire/ -- Prologis,
Inc. (NYSE: PLD), the global leader in logistics real estate, today
reported first quarter results for 2024.
Net earnings per diluted share was $0.63 for the first quarter of 2024 compared with
$0.50 for the first quarter of
2023.
Core funds from operations (Core FFO)* per diluted share was
$1.28 for the first quarter of
2024, compared with $1.22 for
the same period in 2023. Core FFO, excluding Net Promote Income
(Expense)* per diluted share for the first quarter of 2024 was
$1.31 compared with $1.23 for the first quarter of 2023.
"While operating conditions are healthy in the majority of our
markets, customers remain focused on controlling costs, which is
weighing on decision making and the pace of leasing," said
Hamid R. Moghadam, co-founder,
chairman and CEO, Prologis. "A volatile and persistently high
interest rate environment, together with mounting geopolitical
concerns, contribute to this indecision and its short-term effect
on net absorption. We remain optimistic about the fundamentals of
our business, while being prepared for a slower environment in the
next quarter or two."
OPERATING PERFORMANCE
Owned & Managed
|
1Q24
|
Notes
|
Average
Occupancy
|
96.8 %
|
|
Leases
Commenced
|
48.1MSF
|
45.0MSF operating
portfolio and 3.1MSF development portfolio
|
Retention
|
74.3 %
|
|
|
Prologis Share
|
1Q24
|
Notes
|
Cash Same Store
NOI*
|
5.7 %
|
Impacted by ~175 bps
of one-time items
|
Net Effective Rent
Change
|
67.6 %
|
|
Cash Rent
Change
|
48.2 %
|
|
DEPLOYMENT ACTIVITY
Prologis Share
|
1Q24
|
Acquisitions
|
$5M
|
Weighted avg stabilized cap
rate (excluding other real estate)
|
7.1 %
|
Development
Stabilizations
|
$517M
|
Estimated weighted avg
yield
|
5.7 %
|
Estimated weighted avg
margin
|
9.6 %
|
Estimated value
creation
|
$50M
|
% Build-to-suit
|
43.3 %
|
Development
Starts
|
$273M
|
Estimated weighted avg
yield
|
6.9 %
|
Estimated weighted avg
margin
|
26.7 %
|
Estimated value
creation
|
$73M
|
% Build-to-suit
|
24.9 %
|
Total
Dispositions and
Contributions
|
$254M
|
Weighted avg
stabilized cap rate (excluding land and other real estate)
|
4.8 %
|
BALANCE SHEET STRENGTH & LIQUIDITY
"As always, we
maintain a philosophy to build and preserve financial strength for
any environment, with liquidity of almost $6
billion at the end of the quarter, low leverage and
insulated earnings from foreign exchange movements," said
Timothy D. Arndt, chief financial
officer, Prologis. "Our capital raising efforts this quarter,
across both debt and Strategic Capital, highlight our strength and
reputation as an issuer as well as the broad, global access that we
have to optimize our capital structure."
During the first quarter, Prologis and its co-investment
ventures issued an aggregate of $4.1
billion of debt at a weighted average interest rate of 4.7%,
and a weighted average term of 9.5 years. This activity includes an
inaugural issuance of a CNH bond, which further diversifies our
funding sources in the currencies we operate in. Also, during the
quarter, Prologis established a Commercial Paper program permitting
issuances of up to $1 billion. The
program received A-1/P-2 short-term ratings from S&P and
Moody's, respectively.
At March 31, 2024, debt as a
percentage of total market capitalization was 21.0%, and the
company's weighted average interest rate on its share of total debt
was 3.1%, with a weighted average term of 9.3 years and no
significant debt maturities until 2026.
FOREIGN CURRENCY STRATEGY
Prologis hedges its exposure
to foreign currency fluctuations by borrowing in the currencies in
which it invests and using derivative financial instruments. At
March 31, 2024, 96.5% of Prologis'
equity was in USD and forecasted earnings for 2024, 2025 and 2026
are 98%, 98% and 97%, respectively, in USD or hedged through
derivative contracts.
2024 GUIDANCE
Prologis' guidance for net
earnings is included in the table below as well as guidance for
Core FFO*, which are reconciled in our supplemental
information.
"While we had a successful first quarter, we expect net
absorption in the upcoming quarters to be lower than our prior
expectations and leasing to stay competitive in a handful of our
larger, higher-rent markets," said Arndt. "With that, our current
view calls for lower average occupancy in the year. Accordingly, we
have reduced full-year guidance ranges for occupancy, same-store
growth and earnings, but view the adjustments more as a matter of
timing as the outlook on new supply remains very favorable."
Arndt added: "At the midpoint, we project Core FFO growth,
excluding promotes, of nearly 8%, and Cash Same Store NOI growth to
be 6.75%. While our Southern
California portfolio faces near-term headwinds, we remain
very positive about long-term growth and value given the market's
supply barriers and secular forces driving future demand."
2024
GUIDANCE
|
Earnings (per
diluted share)
|
Previous
|
Revised
|
Change at
M.P.
|
Net earnings
attributable to common stockholders
|
$3.20 to
$3.45
|
$3.15 to
$3.35
|
(2.3) %
|
Core FFO attributable
to common stockholders/unitholders*
|
$5.42 to
$5.56
|
$5.37 to
$5.47
|
(1.3) %
|
Core FFO attributable
to common stockholders/unitholders, excluding Net Promote Income
(Expense)*1
|
$5.50 to
$5.64
|
$5.45 to
$5.55
|
(1.3) %
|
|
Operations –
Prologis Share
|
Average
occupancy
|
96.50% to
97.50%
|
95.75% to
96.75%
|
(75) bps
|
Cash Same Store
NOI*
|
8.00% to
9.00%
|
6.25% to
7.25%
|
(175) bps
|
|
|
|
|
Strategic Capital
(in millions)
|
Previous
|
Revised
|
Change at
M.P.
|
Strategic Capital
revenue, excluding promote
revenue
|
$530 to
$550
|
$530 to
$550
|
-
|
Net Promote Income
(Expense)
|
$(80)
|
$(80)
|
-
|
|
G&A (in
millions)
|
General &
administrative expenses
|
$420 to
$440
|
$415 to
$430
|
(1.7) %
|
|
Capital Deployment –
Prologis Share (in millions)
|
Development
stabilizations
|
$3,600 to
$4,000
|
$3,600 to
$4,000
|
-
|
Development
starts
|
$3,000 to
$3,500
|
$2,500 to
$3,000
|
(15.4) %
|
Acquisitions
|
$500 to
$1,000
|
$500 to
$1,000
|
-
|
Contributions
|
$1,750 to
$2,250
|
$1,750 to
$2,250
|
-
|
Dispositions
|
$800 to
$1,200
|
$800 to
$1,200
|
-
|
Net
sources/(uses)
|
$(950) to
$(1,050)
|
$(450) to
$(550)
|
50.0 %
|
Realized development
gains
|
$300 to
$400
|
$300 to
$400
|
-
|
|
1. We are further
adjusting Core FFO to exclude $0.08 of net promote expense.
The expense relates to amortization of stock compensation issued to
employees related to promote income recognized in prior
periods.
|
* This is a
non-GAAP financial measure. See the Notes and Definitions in our
supplemental information for further explanation and a
reconciliation to the most directly comparable GAAP
measure.
|
The earnings guidance described above includes potential gains
recognized from real estate transactions but excludes any future or
potential foreign currency or derivative gains or losses as our
guidance assumes constant foreign currency rates. In reconciling
from net earnings to Core FFO*, Prologis makes certain
adjustments, including but not limited to real estate depreciation
and amortization expense, gains (losses) recognized from real
estate transactions and early extinguishment of debt, impairment
charges, deferred taxes and unrealized gains or losses on foreign
currency or derivative activity. The difference between the
company's Core FFO* and net earnings guidance relates predominantly
to these items. Please refer to our quarterly Supplemental
Information, which is available on our Investor Relations website
at https://ir.prologis.com and on the SEC's website at www.sec.gov
for a definition of Core FFO* and other non-GAAP measures used by
Prologis, along with reconciliations of these items to the closest
GAAP measure for our results and guidance.
APRIL 17, 2024, CALL
DETAILS
The call will take place on Wednesday, April 17, 2024, at 9:00 a.m. PT/12:00 p.m.
ET. To access a live broadcast of the call, please dial +1
(877) 897-2615 (toll-free from the United
States and Canada) or +1
(201) 689-8514 (from all other countries). A live webcast can be
accessed from the Investor Relations section of
www.prologis.com.
A telephonic replay will be available April 17 – May 1 at
+1 (877) 660-6853 (from the United
States and Canada) or +1
(201) 612-7415 (from all other countries) using access code
13745294. The webcast replay will be posted in the Investor
Relations section of www.prologis.com under "Events &
Presentations."
ABOUT PROLOGIS
Prologis, Inc. is the global leader in
logistics real estate with a focus on high-barrier, high-growth
markets. At March 31, 2024, the
company owned or had investments in, on a wholly owned basis or
through co-investment ventures, properties and development projects
expected to total approximately 1.2 billion square feet (115
million square meters) in 19 countries. Prologis leases modern
logistics facilities to a diverse base of approximately 6,700
customers principally across two major categories:
business-to-business and retail/online fulfillment.
FORWARD-LOOKING STATEMENTS
The statements in this
document that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are based on
current expectations, estimates and projections about the industry
and markets in which we operate as well as management's beliefs and
assumptions. Such statements involve uncertainties that could
significantly impact our financial results. Words such as "expects"
"anticipates," "intends," "plans," "believes," "seeks," and
"estimates" including 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,
acquisition and development activity, contribution and disposition
activity, general conditions in the geographic areas where we
operate, our debt, capital structure and financial position, our
ability to earn revenues from co-investment ventures, form new
co-investment ventures and the availability of capital in existing
or new co-investment ventures—are forward-looking statements. These
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to
predict. Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we
can give no assurance that our expectations will be attained and,
therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements.
Some of the factors that may affect outcomes and results include,
but are not limited to: (i) international, national, regional and
local economic and political climates and conditions; (ii) changes
in global financial markets, interest rates and foreign currency
exchange rates; (iii) increased or unanticipated competition for
our properties; (iv) risks associated with acquisitions,
dispositions and development of properties, including the
integration of the operations of significant real estate
portfolios; (v) maintenance of Real Estate Investment Trust status,
tax structuring and changes in income tax laws and rates; (vi)
availability of financing and capital, the levels of debt that we
maintain and our credit ratings; (vii) risks related to our
investments in our co-investment ventures, including our ability to
establish new co-investment ventures; (viii) risks of doing
business internationally, including currency risks; (ix)
environmental uncertainties, including risks of natural disasters;
(x) risks related to global pandemics; and (xi) those additional
factors discussed in reports filed with the Securities and Exchange
Commission by us under the heading "Risk Factors." We undertake no
duty to update any forward-looking statements appearing in this
document except as may be required by law.
dollars in millions,
except per share/unit data
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
2024
|
2023
|
|
|
Rental and other
revenues
|
$
1,828
|
$
1,634
|
|
|
Strategic capital
revenues
|
129
|
135
|
|
|
|
Total
revenues
|
1,957
|
1,769
|
|
|
Net earnings
attributable to common stockholders
|
584
|
463
|
|
|
Core FFO attributable
to common stockholders/unitholders*
|
1,222
|
1,157
|
|
|
AFFO attributable to
common stockholders/unitholders*
|
1,032
|
972
|
|
|
Adjusted EBITDA
attributable to common stockholders/unitholders*
|
1,598
|
1,430
|
|
|
Estimated value
creation from development stabilizations - Prologis
Share
|
50
|
276
|
|
|
Common stock dividends
and common limited partnership unit distributions
|
916
|
828
|
|
|
|
|
|
|
|
|
|
|
Per common share -
diluted:
|
|
|
|
|
|
Net earnings
attributable to common stockholders
|
$
0.63
|
$
0.50
|
|
|
|
Core FFO attributable
to common stockholders/unitholders*
|
1.28
|
1.22
|
|
|
|
Core FFO attributable
to common stockholders/unitholders, excluding Net Promote Income
(Expense)*
|
1.31
|
1.23
|
|
|
|
Business line
reporting:
|
|
|
|
|
|
|
Real estate
operations*
|
1.24
|
1.16
|
|
|
|
|
Strategic
capital*
|
0.04
|
0.06
|
|
|
|
|
Core FFO
attributable to common stockholders/unitholders*
|
1.28
|
1.22
|
|
|
|
|
Realized development
gains, net of taxes*
|
0.04
|
-
|
|
|
Dividends and
distributions per common share/unit
|
0.96
|
0.87
|
|
|
|
|
|
|
|
|
|
|
*This is a non-GAAP
financial measure. Please see our Notes and Definitions for further
explanation.
|
|
|
|
in thousands
|
March 31,
2024
|
|
December 31,
2023
|
Assets:
|
|
|
|
|
Investments in real
estate properties:
|
|
|
|
|
|
Operating
properties
|
$
75,974,027
|
|
$
75,435,497
|
|
|
Development
portfolio
|
4,362,752
|
|
4,367,455
|
|
|
Land
|
4,072,212
|
|
3,775,553
|
|
|
Other real estate
investments
|
5,018,514
|
|
5,088,070
|
|
|
|
|
|
89,427,505
|
|
88,666,575
|
|
|
Less accumulated
depreciation
|
11,430,899
|
|
10,931,485
|
|
|
|
|
Net investments in real
estate properties
|
77,996,606
|
|
77,735,090
|
|
Investments in and
advances to unconsolidated entities
|
9,691,101
|
|
9,543,970
|
|
Assets held for sale or
contribution
|
382,793
|
|
461,657
|
|
|
|
|
Net investments in real
estate
|
88,070,500
|
|
87,740,717
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
500,589
|
|
530,388
|
|
Other assets
|
4,739,221
|
|
4,749,735
|
|
|
|
|
Total
assets
|
$
93,310,310
|
|
$
93,020,840
|
|
|
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Debt
|
$
29,557,667
|
|
$
29,000,501
|
|
|
Accounts payable,
accrued expenses and other liabilities
|
5,955,525
|
|
6,196,619
|
|
|
|
|
Total
liabilities
|
35,513,192
|
|
35,197,120
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
Stockholders'
equity
|
53,190,653
|
|
53,181,724
|
|
|
Noncontrolling
interests
|
3,310,776
|
|
3,324,275
|
|
|
Noncontrolling
interests - limited partnership unitholders
|
1,295,689
|
|
1,317,721
|
|
|
|
|
Total equity
|
57,797,118
|
|
57,823,720
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and equity
|
$
93,310,310
|
|
$
93,020,840
|
|
Three Months
Ended
|
|
|
|
|
|
March
31,
|
|
in thousands, except
per share amounts
|
2024
|
2023
|
|
Revenues:
|
|
|
|
|
Rental
|
$
1,827,658
|
$
1,633,770
|
|
|
Strategic
capital
|
128,412
|
134,701
|
|
|
Development management
and other
|
551
|
116
|
|
|
|
Total
revenues
|
1,956,621
|
1,768,587
|
|
Expenses:
|
|
|
|
|
Rental
|
454,257
|
412,554
|
|
|
Strategic
capital
|
78,811
|
71,709
|
|
|
General and
administrative
|
111,291
|
99,777
|
|
|
Depreciation and
amortization
|
637,505
|
602,367
|
|
|
Other
|
12,244
|
7,184
|
|
|
|
Total
expenses
|
1,294,108
|
1,193,591
|
|
|
|
|
|
|
|
|
Operating income
before gains on real estate transactions, net
|
$
662,513
|
$
574,996
|
|
|
Gains on dispositions
of development properties and land, net
|
40,308
|
-
|
|
|
Gains on other
dispositions of investments in real estate, net (excluding
development properties and land)
|
17,534
|
4,047
|
|
Operating
income
|
$
720,355
|
$
579,043
|
|
Other income
(expense):
|
|
|
|
|
Earnings from
unconsolidated entities, net
|
72,472
|
75,779
|
|
|
Interest
expense
|
(193,320)
|
(136,011)
|
|
|
Foreign currency,
derivative and other gains and other income, net
|
63,564
|
8,614
|
|
|
Gains on early
extinguishment of debt, net
|
536
|
3,275
|
|
|
|
Total other
expense
|
(56,748)
|
(48,343)
|
|
|
|
|
|
|
|
|
Earnings before
income taxes
|
663,607
|
530,700
|
|
|
Current income tax
expense
|
(32,466)
|
(28,494)
|
|
|
Deferred income tax
expense
|
(334)
|
(3,577)
|
|
Consolidated net
earnings
|
630,807
|
498,629
|
|
Net earnings
attributable to noncontrolling interests
|
(30,308)
|
(22,357)
|
|
Net earnings
attributable to noncontrolling interests - limited partnership
units
|
(14,784)
|
(11,649)
|
|
Net earnings
attributable to controlling interests
|
585,715
|
464,623
|
|
Preferred stock
dividends
|
(1,452)
|
(1,453)
|
|
Net earnings
attributable to common stockholders
|
$
584,263
|
$
463,170
|
|
Weighted average common
shares outstanding - Diluted
|
953,912
|
951,624
|
|
Net earnings per
share attributable to common stockholders - Diluted
|
$
0.63
|
$
0.50
|
|
|
Three Months
Ended
|
|
|
|
|
|
March
31,
|
|
in thousands
|
2024
|
2023
|
|
Net earnings
attributable to common stockholders
|
$
584,263
|
$
463,170
|
|
Add (deduct) NAREIT FFO
defined adjustments:
|
|
|
|
|
Real estate related
depreciation and amortization
|
622,162
|
590,286
|
|
|
Gains on other
dispositions of investments in real estate, net of taxes (excluding
development properties and land)
|
(17,534)
|
(2,565)
|
|
|
Adjustments related to
noncontrolling interests
|
(16,096)
|
(18,340)
|
|
|
Our proportionate share
of adjustments related to unconsolidated co-investment
ventures
|
106,500
|
98,377
|
|
|
Our proportionate share
of adjustments related to other unconsolidated ventures
|
13,031
|
15,757
|
|
NAREIT defined FFO
attributable to common stockholders/unitholders*
|
$
1,292,326
|
$
1,146,685
|
|
|
|
|
|
|
|
|
Add (deduct) Prologis
FFO defined adjustments:
|
|
|
|
|
Unrealized foreign
currency, derivative and other losses (gains), net
|
(35,073)
|
8,702
|
|
|
Deferred income tax
expense
|
334
|
3,577
|
|
|
Our proportionate share
of adjustments related to unconsolidated co-investment
ventures
|
309
|
(219)
|
|
FFO, as modified by
Prologis attributable to common
stockholders/unitholders*
|
$
1,257,896
|
$
1,158,745
|
|
|
|
|
|
|
|
|
Add (deduct) Core FFO
defined adjustments:
|
|
|
|
|
Gains on dispositions
of development properties and land, net
|
(40,308)
|
-
|
|
|
Current income tax
expense on dispositions
|
5,329
|
671
|
|
|
Gains on early
extinguishment of debt, net
|
(536)
|
(3,275)
|
|
|
Our proportionate share
of adjustments related to unconsolidated co-investment
ventures
|
(2)
|
832
|
|
Core FFO
attributable to common stockholders/unitholders*
|
$
1,222,379
|
$
1,156,973
|
|
|
|
|
|
|
|
|
Add (deduct) AFFO
defined adjustments:
|
|
|
|
|
Gains on dispositions
of development properties and land, net
|
40,308
|
-
|
|
|
Current income tax
expense on dispositions
|
(5,329)
|
(671)
|
|
|
Straight-lined rents
and amortization of lease intangibles
|
(158,960)
|
(147,567)
|
|
|
Property
improvements
|
(30,200)
|
(19,302)
|
|
|
Turnover
costs
|
(104,306)
|
(78,955)
|
|
|
Amortization of debt
discount, financing costs and management contracts, net
|
18,338
|
18,240
|
|
|
Stock compensation
amortization expense
|
67,237
|
62,906
|
|
|
Adjustments related to
noncontrolling interests
|
9,031
|
6,775
|
|
|
Our proportionate share
of adjustments related to unconsolidated co-investment
ventures
|
(26,141)
|
(26,802)
|
|
AFFO attributable to
common stockholders/unitholders*
|
$
1,032,357
|
$
971,597
|
|
|
|
|
|
|
|
|
*This is a non-GAAP
financial measure. Please see our Notes and Definitions for further
explanation.
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
March
31,
|
|
|
in thousands
|
2024
|
2023
|
|
|
Net earnings
attributable to common stockholders
|
$
584,263
|
$
463,170
|
|
|
|
|
Gains on other
dispositions of investments in real estate, net (excluding
development properties and land)
|
(17,534)
|
(4,047)
|
|
|
|
|
Depreciation and
amortization expense
|
637,505
|
602,367
|
|
|
|
|
Interest
charges
|
184,012
|
136,011
|
|
|
|
|
Current and deferred
income tax expense, net
|
32,800
|
32,071
|
|
|
|
|
Net earnings
attributable to noncontrolling interests - limited partnership
units
|
14,784
|
11,649
|
|
|
|
|
Pro forma
adjustments
|
1,724
|
2,899
|
|
|
|
|
Preferred stock
dividends
|
1,452
|
1,453
|
|
|
|
|
Unrealized foreign
currency, derivative and other losses (gains), net
|
(35,073)
|
8,702
|
|
|
|
|
Stock compensation
amortization expense
|
67,237
|
62,906
|
|
|
|
|
Gains on early
extinguishment of debt, net
|
(536)
|
(3,275)
|
|
|
|
|
Adjustments related to
noncontrolling interests
|
(31,351)
|
(32,158)
|
|
|
|
|
Our proportionate share
of adjustments related to unconsolidated entities
|
158,876
|
148,686
|
|
|
Adjusted EBITDA
attributable to common stockholders/unitholders*
|
$
1,598,159
|
$
1,430,434
|
|
|
|
|
|
|
|
|
|
|
|
|
*This is a non-GAAP
financial measure. Please see our Notes and Definitions for further
explanation.
|
|
|
|
|
Adjusted EBITDA. We use Adjusted EBITDA attributable
to common stockholders/unitholders ("Adjusted EBITDA"), a non-GAAP
financial measure, as a measure of our operating performance. The
most directly comparable GAAP measure to Adjusted EBITDA is net
earnings.
We calculate Adjusted EBITDA by beginning with consolidated net
earnings attributable to common stockholders and removing the
effect of: interest charges, income taxes, depreciation and
amortization, impairment charges, gains or losses from the
disposition of investments in real estate (excluding development
properties and land), gains from the revaluation of equity
investments upon acquisition of a controlling interest, gains or
losses on early extinguishment of debt and derivative contracts
(including cash charges), similar adjustments we make to our FFO
measures (see definition below), and other items, such as,
amortization of stock based compensation and unrealized gains or
losses on foreign currency and derivatives. We also include a pro
forma adjustment to reflect a full period of NOI on the operating
properties we acquire or stabilize during the quarter and to remove
NOI on properties we dispose of during the quarter, assuming all
transactions occurred at the beginning of the quarter. For
properties we contribute, we make an adjustment to reflect NOI at
the new ownership percentage for the full quarter.
We believe Adjusted EBITDA provides investors relevant and
useful information because it permits investors to view our
operating performance, analyze our ability to meet interest payment
obligations and make quarterly preferred stock dividends on an
unleveraged basis before the effects of income tax, depreciation
and amortization expense, gains and losses on the disposition of
non-development properties and other items (outlined above), that
affect comparability. While all items are not infrequent or unusual
in nature, these items may result from market fluctuations that can
have inconsistent effects on our results of operations. The
economics underlying these items reflect market and financing
conditions in the short-term but can obscure our performance and
the value of our long-term investment decisions and strategies.
We calculate our Adjusted EBITDA, based on our proportionate
ownership share of both our unconsolidated and consolidated
ventures. We reflect our share of our Adjusted EBITDA
measures for unconsolidated ventures by applying our average
ownership percentage for the period to the applicable adjusting
items on an entity by entity basis. We reflect our share for
consolidated ventures in which we do not own 100% of the equity by
adjusting our Adjusted EBITDA measures to remove the noncontrolling
interests share of the applicable adjusting items based on our
average ownership percentage for the applicable periods.
While we believe Adjusted EBITDA is an important measure, it
should not be used alone because it excludes significant components
of net earnings, such as our historical cash expenditures or future
cash requirements for working capital, capital expenditures,
distribution requirements, contractual commitments or interest and
principal payments on our outstanding debt and is therefore limited
as an analytical tool.
Our computation of Adjusted EBITDA may not be comparable to
EBITDA reported by other companies in both the real estate industry
and other industries. We compensate for the limitations of Adjusted
EBITDA by providing investors with financial statements prepared
according to GAAP, along with this detailed discussion of Adjusted
EBITDA and a reconciliation to Adjusted EBITDA from consolidated
net earnings attributable to common stockholders.
Business Line Reporting is a non-GAAP financial
measure. Core FFO and development gains are generated by our
three lines of business: (i) real estate operations; (ii) strategic
capital; and (iii) development. The real estate operations
line of business represents total Prologis Core FFO, less the
amount allocated to the strategic capital line of business.
The amount of Core FFO allocated to the strategic capital line of
business represents the third-party share of asset management fees
and transactional fees that we earn from our consolidated and
unconsolidated co-investment ventures less costs directly
associated with our strategic capital group and Net Promote Income
(Expense). Realized development gains include our share of gains on
dispositions of development properties and land, net of taxes. To
calculate the per share amount, the amount generated by each line
of business is divided by the weighted average diluted common
shares outstanding used in our Core FFO per share calculation.
Management believes evaluating our results by line of business is a
useful supplemental measure of our operating performance because it
helps the investing public compare the operating performance of
Prologis' respective businesses to other companies' comparable
businesses. Prologis' computation of FFO by line of business may
not be comparable to that reported by other real estate companies
as they may use different methodologies in computing such
measures.
Calculation of Per Share Amounts
|
Three Months
Ended
|
|
|
|
March
31,
|
|
|
in thousands, except
per share amount
|
|
2024
|
|
|
2023
|
|
|
Net
earnings
|
|
|
|
|
|
|
|
Net earnings
attributable to common stockholders
|
$
|
584,263
|
|
$
|
463,170
|
|
|
Noncontrolling interest
attributable to exchangeable limited
partnership
units
|
|
14,852
|
|
|
11,743
|
|
|
Adjusted net
earnings attributable to common stockholders -
Diluted
|
$
|
599,115
|
|
$
|
474,913
|
|
|
Weighted average common
shares outstanding - Basic
|
|
925,322
|
|
|
923,888
|
|
|
Incremental weighted
average effect on exchange of
limited
partnership units
|
|
23,555
|
|
|
23,535
|
|
|
Incremental weighted
average effect of equity awards
|
|
5,035
|
|
|
4,201
|
|
|
Weighted average
common shares outstanding - Diluted
|
|
953,912
|
|
|
951,624
|
|
|
Net earnings per
share - Basic
|
$
|
0.63
|
|
$
|
0.50
|
|
|
Net earnings per
share - Diluted
|
$
|
0.63
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
March
31,
|
|
|
in thousands, except
per share amount
|
|
2024
|
|
|
2023
|
|
|
Core
FFO
|
|
|
|
|
|
|
|
Core FFO attributable
to common stockholders/unitholders
|
$
|
1,222,379
|
|
$
|
1,156,973
|
|
|
Noncontrolling interest
attributable to exchangeable limited
partnership
units
|
|
274
|
|
|
170
|
|
|
Core FFO
attributable to common stockholders /unitholders -
Diluted
|
$
|
1,222,653
|
|
$
|
1,157,143
|
|
|
Net Promote Income
(Expense)
|
|
(22,741)
|
|
|
(15,979)
|
|
|
Core FFO
attributable to common stockholders /unitholders, excluding Net
Promote Income (Expense) - Diluted
|
$
|
1,245,394
|
|
$
|
1,173,122
|
|
|
Weighted average common
shares outstanding - Basic
|
|
925,322
|
|
|
923,888
|
|
|
Incremental weighted
average effect on exchange of
limited
partnership units
|
|
23,713
|
|
|
23,535
|
|
|
Incremental weighted
average effect of equity awards
|
|
5,035
|
|
|
4,201
|
|
|
Weighted average
common shares outstanding - Diluted
|
|
954,070
|
|
|
951,624
|
|
|
Core FFO per share -
Diluted
|
$
|
1.28
|
|
$
|
1.22
|
|
|
Core FFO per share,
excluding Net Promote Income (Expense)- Diluted
|
$
|
1.31
|
|
$
|
1.23
|
|
|
Development Portfolio includes industrial and
non-industrial properties, yards and parking lots that are under
development and properties that are developed but have not met
Stabilization. At March 31, 2024,
total TEI for yards, parking lots and non-industrial assets was
$1.3 billion both on an Owned and
Managed and Prologis Share basis. We do not disclose square footage
for yards and parking lots.
Estimated Build Out (TEI and sq ft) represents the
estimated TEI and finished square feet available for lease upon
completion of an industrial building on existing parcels of
land.
Estimated Value Creation represents the value that
we expect to create through our development and leasing activities.
We calculate Estimated Value Creation by estimating the Stabilized
NOI that the property will generate and applying a stabilized
capitalization rate applicable to that property. Estimated Value
Creation is calculated as the amount by which the value exceeds our
TEI, including closing costs and taxes, if any, and does not
include any fees or promotes we may earn.
Estimated Weighted Average Margin is calculated on
development properties as Estimated Value Creation, less estimated
closing costs and taxes, if any, on properties expected to be sold
or contributed, divided by TEI.
Estimated Weighted Average Stabilized Yield is calculated
on the properties in the Development Portfolio as Stabilized NOI
divided by TEI. The yields on a Prologis Share basis were as
follows:
|
Pre-Stabilized
Developments
|
|
2024 Expected
Completion
|
|
2025 and Thereafter
Expected
Completion
|
|
Total Development
Portfolio
|
|
U.S.
|
|
6.1
|
%
|
|
6.4
|
%
|
|
7.3
|
%
|
|
6.6
|
%
|
Other
Americas
|
|
9.5
|
%
|
|
7.9
|
%
|
|
8.0
|
%
|
|
8.0
|
%
|
Europe
|
|
5.4
|
%
|
|
6.2
|
%
|
|
6.1
|
%
|
|
5.8
|
%
|
Asia
|
|
5.3
|
%
|
|
5.4
|
%
|
|
5.1
|
%
|
|
5.3
|
%
|
Total
|
|
5.9
|
%
|
|
6.6
|
%
|
|
7.0
|
%
|
|
6.5
|
%
|
FFO, as modified by Prologis attributable to common
stockholders/unitholders ("FFO, as modified by Prologis"); Core FFO
attributable to common stockholders/unitholders ("Core FFO"); AFFO
attributable to common stockholders/unitholders ("AFFO");
(collectively referred to as "FFO"). FFO is a non-GAAP
financial measure that is commonly used in the real estate
industry. The most directly comparable GAAP measure to FFO is net
earnings.
The National Association of Real Estate Investment Trusts
("NAREIT") defines FFO as earnings computed under GAAP to exclude
historical cost depreciation and gains and losses from sales net of
any related tax, along with impairment charges, of previously
depreciated properties. We also exclude the gains on revaluation of
equity investments upon acquisition of a controlling interest and
the gain recognized from a partial sale of our investment, as these
are similar to gains from the sales of previously depreciated
properties. We exclude similar adjustments from our unconsolidated
entities and the third parties' share of our consolidated
co-investment ventures.
Our FFO Measures
Our FFO measures begin with NAREIT's definition and we make
certain adjustments to reflect our business and the way that
management plans and executes our business strategy. While
not infrequent or unusual, the additional items we adjust for in
calculating FFO, as modified by Prologis, Core FFO
and AFFO, as defined below, are subject to significant
fluctuations from period to period. Although these items may have a
material impact on our operations and are reflected in our
financial statements, the removal of the effects of these items
allows us to better understand the core operating performance of
our properties over the long term. These items have both
positive and negative short-term effects on our results of
operations in inconsistent and unpredictable directions that are
not relevant to our long-term outlook.
We calculate our FFO measures, as defined below, based on our
proportionate ownership share of both our unconsolidated and
consolidated ventures. We reflect our share of our FFO
measures for unconsolidated ventures by applying our average
ownership percentage for the period to the applicable adjusting
items on an entity-by-entity basis. We reflect our share for
consolidated ventures in which we do not own 100% of the equity by
adjusting our FFO measures to remove the noncontrolling interests
share of the applicable adjusting items based on our average
ownership percentage for the applicable periods.
These FFO measures are used by management as supplemental
financial measures of operating performance and we believe that it
is important that stockholders, potential investors and financial
analysts understand the measures management uses. We do not use our
FFO measures as, nor should they be considered to be, alternatives
to net earnings computed under GAAP, as indicators of our operating
performance, as alternatives to cash from operating activities
computed under GAAP or as indicators of our ability to fund our
cash needs.
We analyze our operating performance principally by the rental
revenues of our real estate and the revenues from our strategic
capital business, net of operating, administrative and financing
expenses. This income stream is not directly impacted by
fluctuations in the market value of our investments in real estate
or debt securities.
FFO, as modified by Prologis
To arrive at FFO, as modified by Prologis, we adjust the
NAREIT defined FFO measure to exclude the impact of foreign
currency related items and deferred tax, specifically:
(i)
|
deferred income tax
benefits and deferred income tax expenses recognized by our
subsidiaries;
|
(ii)
|
current income tax
expense related to acquired tax liabilities that were recorded as
deferred tax liabilities in an acquisition, to the extent the
expense is offset with a deferred income tax benefit in earnings
that is excluded from our defined FFO measure;
|
(iii)
|
foreign currency
exchange gains and losses resulting from (a) debt transactions
between us and our foreign entities; (b) third-party debt that is
used to hedge our investment in foreign entities; (c) derivative
financial instruments related to any such debt transactions; and
(d) mark-to-market adjustments associated with derivative and other
financial instruments.
|
We use FFO, as modified by Prologis, so that management,
analysts and investors are able to evaluate our performance against
other REITs that do not have similar operations or operations in
jurisdictions outside the U.S.
Core FFO
In addition to FFO, as modified by Prologis, we also use
Core FFO. To arrive at Core FFO, we adjust
FFO, as modified by Prologis, to exclude the following
recurring and nonrecurring items that we recognize directly in
FFO, as modified by Prologis:
(i)
|
gains or losses from
the disposition of land and development properties that were
developed with the intent to contribute or sell;
|
(ii)
|
income tax expense
related to the sale of investments in real estate;
|
(iii)
|
impairment charges
recognized related to our investments in real estate generally as a
result of our change in intent to contribute or sell these
properties; and
|
(iv)
|
gains or losses from
the early extinguishment of debt and redemption and repurchase of
preferred stock.
|
We use Core FFO, including by segment and region, to: (i)
assess our operating performance as compared to other real estate
companies; (ii) evaluate our performance and the performance of our
properties in comparison with expected results and results of
previous periods; (iii) evaluate the performance of our management;
(iv) budget and forecast future results to assist in the allocation
of resources; (v) provide guidance to the financial markets to
understand our expected operating performance; and (vi) evaluate
how a specific potential investment will impact our future
results.
AFFO
To arrive at AFFO, we adjust Core FFO to include realized gains
from the disposition of land and development properties, net of
current tax expense, and recurring capital expenditures and exclude
the following items that we recognize directly in Core FFO:
(i)
|
straight-line
rents;
|
(ii)
|
amortization of above-
and below-market lease intangibles;
|
(iii)
|
amortization of
management contracts;
|
(iv)
|
amortization of debt
premiums and discounts and financing costs, net of amounts
capitalized, and;
|
(v)
|
stock compensation
amortization expense.
|
We use AFFO to (i) assess our operating performance as
compared to other real estate companies; (ii) evaluate our
performance and the performance of our properties in comparison
with expected results and results of previous periods; (iii)
evaluate the performance of our management; (iv) budget and
forecast future results to assist in the allocation of resources;
and (v) evaluate how a specific potential investment will impact
our future results.
Limitations on the use of our FFO measures
While we believe our modified FFO measures are important
supplemental measures, neither NAREIT's nor our measures of FFO
should be used alone because they exclude significant economic
components of net earnings computed under GAAP and are, therefore,
limited as an analytical tool. Accordingly, these are only a few of
the many measures we use when analyzing our business. Some of
the limitations are:
- The current income tax expenses that are excluded from our
modified 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. Furthermore, the
amortization of capital expenditures and leasing costs necessary to
maintain the operating performance of logistics facilities are not
reflected in FFO.
- Gains or losses from property dispositions and impairment
charges related to expected dispositions represent changes in value
of the properties. By excluding these gains and losses, FFO does
not capture realized changes in the value of disposed properties
arising from changes in market conditions.
- The deferred income tax benefits and expenses that are excluded
from our modified FFO measures result from the creation of a
deferred income tax asset or liability that may have to be settled
at some future point. Our modified FFO measures do not currently
reflect any income or expense that may result from such
settlement.
- The foreign currency exchange gains and losses that are
excluded from our modified FFO measures are generally recognized
based on movements in foreign currency exchange rates through a
specific point in time. The ultimate settlement of our foreign
currency-denominated net assets is indefinite as to timing and
amount. Our FFO measures are limited in that they do not reflect
the current period changes in these net assets that result from
periodic foreign currency exchange rate movements.
- The gains and losses on extinguishment of debt or preferred
stock that we exclude from our Core FFO, may provide a benefit or
cost to us as we may be settling our obligation at less or more
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. This information should be read with our
complete Consolidated Financial Statements prepared under GAAP. To
assist investors in compensating for these limitations, we
reconcile our modified FFO measures to our net earnings computed
under GAAP.
Guidance. The following is a reconciliation of our annual
guided Net Earnings per share to our guided Core FFO per share:
|
Low
|
|
High
|
|
Net earnings
attributable to common stockholders (a)
|
$
|
3.15
|
|
$
|
3.35
|
|
Our share
of:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
2.94
|
|
|
2.99
|
|
Net gains on real
estate transactions, net of taxes
|
|
(0.70)
|
|
|
(0.85)
|
|
Unrealized foreign
currency losses (gains), losses (gains) on early extinguishment of
debt and other, net
|
|
(0.02)
|
|
|
(0.02)
|
|
Core FFO
attributable to common stockholders/unitholders
|
$
|
5.37
|
|
$
|
5.47
|
|
(a)
|
Earnings guidance
includes potential future gains recognized from real estate
transactions, but excludes future foreign currency or derivative
gains or losses as these items are difficult to
predict.
|
Market Capitalization equals Market Equity, less
liquidation preference of the preferred shares/units, plus our
share of total debt.
Market Equity equals outstanding shares of common stock
and units multiplied by the closing stock price plus the
liquidation preference of the preferred shares/units.
Net Promote Income (Expense) is promote revenue earned
from third-party investors during the period, net of related cash
and stock compensation expenses, and taxes and foreign currency
derivative gains and losses, if applicable.
Operating Portfolio represents industrial properties in
our Owned and Managed portfolio that have reached Stabilization.
Assets held for sale, Non-Strategic Assets and non-industrial
assets are excluded from the portfolio. Prologis Share of NOI
excludes termination fees and adjustments and includes NOI for the
properties contributed to or acquired from co-investment ventures
at our actual share prior to and subsequent to change in
ownership.
Owned and Managed represents the consolidated properties
as well as properties owned by our unconsolidated co-investment
ventures, which we manage.
Prologis Share represents our proportionate economic
ownership of each entity, or property included in our total Owned
and Managed portfolio, whether consolidated or unconsolidated.
Rent Change (Cash) represents the percentage change in
starting rental rates per the lease agreement, on new and renewed
leases, commenced during the period compared with the previous
ending rental rates in that same space. This measure excludes any
short-term leases of less than one-year, holdover payments, free
rent periods and introductory (teaser rates) defined as 50% or less
of the stabilized rate.
Rent Change (Net Effective) represents the percentage
change in net effective rental rates (average rate over the lease
term), on new and renewed leases, commenced during the period
compared with the previous net effective rental rates in that same
space. This measure excludes any short-term leases of less than one
year and holdover payments.
Retention is the square footage of all leases commenced
during the period that are rented by existing tenants divided by
the square footage of all expiring and in-place leases during the
reporting period. The square footage of tenants that default or
buy-out prior to expiration of their lease and short-term leases of
less than one year, are not included in the calculation.
Same Store. Our same store metrics are non-GAAP financial
measures, which are commonly used in the real estate industry and
expected from the financial community, on both a net effective and
cash basis. We evaluate the performance of the operating properties
we own and manage using a "same store" analysis because the
population of properties in this analysis is consistent from period
to period, which allows us and investors to analyze our ongoing
business operations. We determine our same store metrics on
property NOI, which is calculated as rental revenue less rental
expense for the applicable properties in the same store population
for both consolidated and unconsolidated properties based on our
ownership interest, as further defined below.
We define our same store population for the three months ended
March 31, 2024 as the properties in
our Owned and Managed Operating Portfolio, including the property
NOI for both consolidated properties and properties owned by the
unconsolidated co-investment ventures at January 1, 2023 and owned throughout the same
three-month period in both 2023 and 2024.
We believe the drivers of property NOI for the consolidated
portfolio are generally the same for the properties owned by the
ventures in which we invest and therefore we evaluate the same
store metrics of the Owned and Managed portfolio based on Prologis'
ownership in the properties ("Prologis Share").
The same store population excludes properties held for sale to
third parties, along with development properties that were not
stabilized at the beginning of the period (January 1, 2023) and properties acquired or
disposed of to third parties during the period. To derive an
appropriate measure of period-to-period operating performance, we
remove the effects of foreign currency exchange rate movements by
using the reported period-end exchange rate to translate from local
currency into the U.S. dollar, for both periods.
As non-GAAP financial measures, the same store metrics have
certain limitations as an analytical tool and may vary among real
estate companies. As a result, we provide a reconciliation of
Rental Revenues less Rental Expenses ("Property NOI") (from our
Consolidated Financial Statements prepared in accordance with U.S.
GAAP) to our Same Store Property NOI measures, as follows:
|
Three Months
Ended
|
|
|
|
March
31,
|
|
dollars in
thousands
|
2024
|
|
2023
|
|
Change
(%)
|
|
Reconciliation of
Consolidated Property NOI to Same Store Property NOI
measures:
|
|
|
|
|
|
|
|
|
|
Rental
revenues
|
$
|
1,827,658
|
|
$
|
1,633,770
|
|
|
|
|
Rental
expenses
|
|
(454,257)
|
|
|
(412,554)
|
|
|
|
|
Consolidated
Property NOI
|
$
|
1,373,401
|
|
$
|
1,221,216
|
|
|
|
|
Adjustments to
derive same store results:
|
|
|
|
|
|
|
|
|
|
|
Property NOI from
consolidated properties not included in same
store portfolio and other
adjustments (a)
|
|
(189,578)
|
|
|
(80,291)
|
|
|
|
|
|
Property NOI from
unconsolidated co-investment ventures included
in same store portfolio
(a)(b)
|
|
777,622
|
|
|
740,985
|
|
|
|
|
|
Third parties' share of
Property NOI from properties included in
same store portfolio
(a)(b)
|
|
(620,916)
|
|
|
(593,990)
|
|
|
|
|
Prologis Share of
Same Store Property NOI – Net Effective (b)
|
$
|
1,340,529
|
|
$
|
1,287,920
|
|
|
4.1
|
%
|
|
Consolidated properties
straight-line rent and fair value lease
adjustments included in the
same store portfolio (c)
|
$
|
(111,733)
|
|
|
(123,701)
|
|
|
|
|
|
Unconsolidated
co-investment ventures straight-line rent and fair
value lease adjustments
included in the same store portfolio (c)
|
$
|
(8,406)
|
|
|
(12,696)
|
|
|
|
|
|
Third parties' share of
straight-line rent and fair value lease
adjustments included
in the same store portfolio (b)(c)
|
$
|
6,989
|
|
|
9,350
|
|
|
|
|
Prologis Share of
Same Store Property NOI – Cash (b)(c)
|
$
|
1,227,379
|
|
$
|
1,160,873
|
|
|
5.7
|
%
|
|
|
(a)
|
We exclude
properties held for sale to third parties, along with
development properties that were not stabilized at the beginning of
the period and properties acquired or disposed of to third parties
during the period. We also exclude net termination and
renegotiation fees to allow us to evaluate the growth or decline in
each property's rental revenues without regard to one-time items
that are not indicative of the property's recurring operating
performance. Net termination and renegotiation fees represent the
gross fee negotiated to allow a customer to terminate or
renegotiate their lease, offset by the write-off of
the asset recorded due to the adjustment to
straight-line rents over the lease term. Same Store Property NOI is
adjusted to include an allocation of property management expenses
for our consolidated properties based on the property management
services provided to each property (generally, based on a
percentage of revenues). On consolidation, these amounts are
eliminated and the actual costs of providing property management
and leasing services are recognized as part of our consolidated
rental expense.
|
(b)
|
We include the Property
NOI for the same store portfolio for both consolidated properties
and properties owned by the co-investment ventures based on our
investment in the underlying properties. In order to calculate our
share of Same Store Property NOI from the co-investment ventures in
which we own less than 100%, we use the co-investment ventures'
underlying Property NOI for the same store portfolio and apply our
ownership percentage at March 31, 2024 to the Property NOI for both
periods, including the properties contributed during the period. We
adjust the total Property NOI from the same store portfolio of the
co-investment ventures by subtracting the third parties' share of
both consolidated and unconsolidated co-investment
ventures. During the periods presented, certain
wholly-owned properties were contributed to a co-investment venture
and are included in the same store portfolio. Neither our
consolidated results nor those of the co-investment ventures, when
viewed individually, would be comparable on a same store basis
because of the changes in composition of the respective portfolios
from period to period (e.g. the results of a contributed property
are included in our consolidated results through the contribution
date and in the results of the venture subsequent to the
contribution date based on our ownership interest at the end of the
period). As a result, only line items labeled "Prologis Share of
Same Store Property NOI" are comparable period over
period.
|
(c)
|
We further remove
certain noncash items (straight-line rent and amortization of fair
value lease adjustments) included in the financial statements
prepared in accordance with U.S. GAAP to reflect a Same Store
Property NOI – Cash measure. We manage our business
and compensate our executives based on the same store results of
our Owned and Managed portfolio at 100% as we manage our portfolio
on an ownership blind basis. We calculate those results by
including 100% of the properties included in our same store
portfolio.
|
Stabilization is defined as the earlier of when a
property that was developed has been completed for one year, is
contributed to a co-investment venture following completion or is
90% occupied. Upon Stabilization, a property is moved into our
Operating Portfolio.
Weighted Average Interest Rate is based on the effective
rate, which includes the amortization of related premiums and
discounts and finance costs.
Weighted Average Stabilized Capitalization ("Cap") Rate
is calculated as Stabilized NOI divided by the Acquisition
Price.
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SOURCE Prologis, Inc.