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Prologis Announces Fourth Quarter 2011 Results

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SAN FRANCISCO, Feb. 8, 2012 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today reported results for the fourth quarter 2011.

Core funds from operations (Core FFO) per fully diluted share was $0.44 for the fourth quarter 2011 compared to $0.41 for the same period in 2010. Funds from operations (FFO) as defined by Prologis per fully diluted share was $0.29 for the fourth quarter 2011 compared to $(4.81) for the same period in 2010. The differential between Core FFO and FFO in the fourth quarter 2011 primarily relates to impairment charges and merger costs. Net income (loss) per share was $(0.10) for the fourth quarter 2011 compared to a net loss of $(4.86) for the same period in 2010. All results for 2010 represent solely legacy ProLogis and therefore are not directly comparable to the 2011 reported results.  

Full-year 2011 results include combined company results since the merger on June 3, 2011, and legacy ProLogis prior to the merger. Core FFO per fully diluted share was $1.58 for the full year 2011 compared to $1.27 for the same period in 2010.  FFO as defined by Prologis per fully diluted share was $1.10 for the full year 2011 compared with $(4.44) for the same period in 2010.  Net loss per share was ($0.51) for the full year 2011 compared to a net loss of $(5.90) for the same period in 2010.

"We had an excellent quarter with financial and operating results that were ahead of plan. The team came together seamlessly and we made excellent progress on our strategic priorities," said Hamid R. Moghadam, chairman and co-chief executive officer, Prologis. "Noteworthy accomplishments include increasing our occupancy to 92.2 percent, a 120 basis point improvement over the third quarter and reducing our share of outstanding debt by more than $900 million. In addition, the heavy lifting associated with the merger integration is effectively complete and we have increased our synergy target to an annual savings of $115 million."

Operating Portfolio Metrics

Same-store net operating income (NOI) increased over the prior year by 0.4 percent in the fourth quarter, compared to a decrease of 0.7 percent in the third quarter of 2011. Rental rates on leases signed in the fourth quarter same-store pool decreased 4.5 percent, compared to rental rates on leases signed in the third quarter 2011, which decreased by 8.6 percent.

During the fourth quarter, the company leased a total of 37.6 million square feet (3.5 million square meters) in its combined operating and development portfolios. The company also achieved an 80.1 percent tenant retention rate for the quarter, signing 22.5 million square feet (2.1 million square meters) of renewals.

"Our strong performance for the quarter was driven principally by higher than expected occupancy in the operating portfolio and higher Private Capital revenues. Additionally, our financial performance benefitted by year-end adjustments including a one-time adjustment to G&A expenses," said Walter C. Rakowich, co-chief executive officer, Prologis. "Our teams around the world delivered outstanding results in the fourth quarter, especially in Europe, where occupancy increased 160 basis points over the third quarter."

Contributions & Dispositions

The company closed 37 contribution and disposition transactions during the fourth quarter 2011 with a stabilized capitalization rate of 7.1 percent.  The transactions totaled more than $1.25 billion, of which more than $1.0 billion was Prologis' share of the proceeds, comprising:

  • $907 million in building contributions and sales to five of its co-investment vehicles on three continents, of which $750 million was the company's share; and
  • $366 million of third-party dispositions, of which $316 million was the company's share.


At year end, the company had more than $500 million of operating portfolio assets in five separate transactions under contract and scheduled to close in the first quarter of 2012, subject to customary closing conditions. The combination of the total $1.65 billion in transactions closed in the second half of 2011 and the $500 million in transactions under contract at year end represents an 8 percent increase to the top end of the company's second half 2011 guidance range for contributions and dispositions of $1.8 billion to $2.0 billion.

Acquisitions & Development Starts

Capital deployed or committed during the fourth quarter 2011 totaled approximately $345 million, of which $210 million was Prologis' share, including:

  • Acquisitions of $178 million including 11 industrial properties totaling to 1.6 million square feet (150,000 square meters) with a stabilized capitalization rate of 7.0 percent and 10 acres of land. Of  the total acquisitions, $106 million was Prologis' share; and
  • Development starts of $166 million totaling 2.2 million square feet (206,500 square meters) in 9 projects, which monetized $41 million of land. Prologis' share of the total expected investment is $105 million.


At quarter end, Prologis' global development portfolio totaled 13.1 million square feet (1.2 million square meters), with an estimated total investment of $1.4 billion. Prologis' share of the estimated total investment was $1.2 billion with an estimated value creation at stabilization of $238 million.

Private Capital Activity

In 2011, Prologis raised or received new, third-party equity commitments of approximately $1.8 billion.

Consistent with the company's priority to streamline its private capital business, it has implemented a plan to rationalize its co-investment ventures into a smaller number of differentiated investment vehicles.

  • As previously announced the company sold its 20 percent interest in its Prologis Korea Fund and liquidated the first phase of its Prologis North America Properties Fund I during the second half of 2011.
  • Subsequent to year end, the company purchased its partner's 63 percent interest in Prologis North America Fund II and brought the portfolio entirely onto its balance sheet.


Financing Activity

During the fourth quarter, Prologis completed approximately $1.4 billion of capital markets activities, including debt repurchases, refinancings, and new financings.

As a result and in combination with the significant disposition and contribution activity, the company:

  • Reduced its share of total debt by $907 million;
  • Lowered its share of 2012 debt maturities by $399 million; and
  • Improved its key debt metrics in line with its previously stated strategic priorities.


"We exceeded our balance sheet management and delevering objectives for 2011 and remain committed to building one of the top balance sheets in the industry," said William Sullivan, chief financial officer, Prologis. "Carrying this momentum into 2012, a key area of focus is on further improving our financial position and mitigating our exposure to foreign currency."

Guidance for 2012

Prologis established a full-year 2012 Core FFO guidance range of $1.60 to $1.70 per diluted share. The company also expects to recognize a net loss for GAAP purposes, on a relative basis, of $(0.40) to $(0.50) per share.  The difference between the company's Core FFO and net earnings guidance for 2012 predominately relates to real estate depreciation and merger related expenses.

The Core FFO and earnings guidance reflected above excludes any potential gains (losses) recognized from property dispositions, due to the variability of timing, composition of properties and estimate of proceeds.  In reconciling from net earnings to Core FFO, Prologis makes certain adjustments including but not limited to real estate depreciation and amortization expense, impairment charges, deferred taxes, unrealized gains or losses on foreign currency or derivative activity, as well as transaction and merger costs.

The principal drivers supporting Prologis' 2012 guidance include the following:

  • Year end occupancy in its operating portfolio between 92.5 and 93.5 percent (consistent with historical seasonal trends, the company expects occupancy to decrease in the first quarter and trend higher through the remainder of the year);
  • Same-store NOI growth flat to 1.0 percent, excluding the impact of foreign exchange movements;
  • Development starts of $1.1 to $1.4 billion, of which approximately 70 percent is expected to be the company's share;
  • Acquisitions of buildings of $400 to $600 million, of which approximately 40 percent is expected to be the company's share;
  • Building and land dispositions and contributions of $4.5 to $5.5 billion, of which approximately 70 percent is expected to be the company's share. A substantial portion of the disposition and contribution guidance relates to the formation of the Prologis Targeted Japan Logistics Fund and subsequent contribution of assets from its balance sheet; and
  • An average euro exchange rate of $1.30 and an average yen exchange rate of 80 yen per U.S. dollar.


Webcast and Conference Call Information

The company will host a webcast /conference call to discuss quarterly results, current market conditions and future outlook today, February 8, 2012, at 12:00 p.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 (877) 256-7020 from the U.S. and Canada or (+1 973-409-9692) internationally with reservation code 40596350.

A telephonic replay will be available from February 8, 2012, through March 8, 2012, at 855-859-2056 (from the U.S. and Canada) or +1 404-537-3406 (from all other countries), with the reservation code 40596350. The webcast and podcast replay will be posted when available in the "Financial Information" section of the Prologis Investor Relations website.

About Prologis

Prologis, Inc. is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of December 31, 2011, Prologis owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 600 million square feet (55.7 million square meters) in 22 countries. The company leases modern distribution facilities to more than 4,500 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises.

The statements in this release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis operates, management's beliefs and assumptions made by management.  Such statements involve uncertainties that could significantly impact Prologis' financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.  All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, disposition activity, general conditions in the geographic areas where we operate, synergies to be realized from our recent merger transaction, our debt and financial position, our ability to form new property funds 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, dispositions and development of properties, (v) maintenance of real estate investment trust ("REIT") status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments in our co-investment ventures and funds, including our ability to establish new co-investment ventures and funds, (viii) risks of doing business internationally, including currency risks, (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by Prologis under the heading "Risk Factors." Prologis undertakes no duty to update any forward-looking statements appearing in this release.







Company Profile







Three Months Ended

December 31,



Twelve Months Ended

December 31,

(dollars in thousands)

2011 (A)



2010 (A)



2011 (A)



2010 (A)























Revenues

$     484,132



$        236,223



$       1,533,291



$     884,587



Net loss attributable to common shares

(45,459)



(1,166,589)



(188,110)



(1,295,920)



FFO, as defined by Prologis

134,147



(1,154,157)



411,688



(974,197)



Core FFO

203,945



99,380



593,917



281,386



AFFO

145,593



75,857



423,821



206,669



Core EBITDA

397,629



247,801



1,548,470



870,847























Per common share - diluted:



















Net earnings (loss) attributable to common shares

$          (0.10)



$            (4.86)



$               (0.51)



$          (5.90)





FFO, as defined by Prologis

0.29



(4.81)



1.10



(4.44)





Core FFO

0.44



0.41



1.58



1.27













































(A) AMB and Prologis completed the merger (the "Merger") on June 3, 2011.  The financial results presented throughout this supplemental include Prologis for the full period and AMB results from the date of the Merger going forward.  Results for the twelve months ended December 31, 2011 include approximately seven months of the impact from both the Merger and PEPR acquisition.  See Notes and Definitions for more information.























Consolidated Balance Sheets

















December 31,



September 30,



December 31,

(in thousands)

2011



2011



2010 (A)

Assets:



















Investments in real estate assets:























Operating portfolio



$

21,552,548



$

22,474,206



$

10,714,799





Development portfolio





860,531





676,019





365,362





Land





1,984,233





1,972,277





1,533,611





Other real estate investments





390,225





469,852





265,869















24,787,537





25,592,354





12,879,641





Less accumulated depreciation





2,157,907





1,908,152





1,595,678









Net investments in properties





22,629,630





23,684,202





11,283,963



Investments in and advances to unconsolidated investees





2,857,755





2,900,646





2,024,661



Notes receivable backed by real estate





322,834





354,254





302,144



Assets held for sale





444,850





89,519





574,791









Net investments in real estate





26,255,069





27,028,621





14,185,559































Cash and cash equivalents





176,072





216,749





37,634



Restricted cash





71,992





77,798





27,081



Accounts receivable





147,999





216,423





58,979



Other assets





1,072,780





1,046,713





593,414









Total assets



$

27,723,912



$

28,586,304



$

14,902,667





























Liabilities and Equity:





















Liabilities:























Debt



$

11,382,408



$

12,147,277



$

6,506,029





Accounts payable, accrued expenses, and other liabilities





1,886,030





1,837,061





876,283









Total liabilities





13,268,438





13,984,338





7,382,312































Equity:























Stockholders' equity:

























Preferred stock





582,200





582,200





350,000







Common stock





4,594





4,592





2,545







Additional paid-in capital





16,349,328





16,365,581





9,671,560







Accumulated other comprehensive loss





(182,321)





(102,546)





(3,160)







Distributions in excess of net earnings





(3,092,162)





(2,916,997)





(2,515,722)









Total stockholders' equity





13,661,639





13,932,830





7,505,223





Noncontrolling interests





735,222





609,259





15,132





Noncontrolling interests - limited partnership unitholders





58,613





59,877





-









Total equity





14,455,474





14,601,966





7,520,355









Total liabilities and equity



$

27,723,912



$

28,586,304



$

14,902,667





(A) Represents legacy Prologis Only







Consolidated Statement of Operations







Three Months Ended



Twelve Months Ended

(in thousands, except per share amounts)

December 31,



December 31,







2011

2010 (A)



2011 (A)

2010 (A)

Revenues:





















Rental income

$

442,581

$

192,551



$

1,376,836

$

744,540



Private capital revenue



40,230



34,645





137,619



122,526



Development management and other income



1,321



9,027





18,836



17,521





Total revenues



484,132



236,223





1,533,291



884,587

























Expenses:





















Rental expenses



118,300



53,130





384,652



215,208



Private capital expenses



15,734



10,580





54,962



40,659



General and administrative expenses



50,797



50,095





195,161



165,981



Merger, acquisition and other integration expenses



18,772



-





140,495



-



Impairment of real estate properties



21,237



733,316





21,237



736,612



Depreciation, amortization and other expenses



202,168



83,194





609,354



327,623





Total expenses



427,008



930,315





1,405,861



1,486,083

























Operating income (loss)



57,124



(694,092)





127,430



(601,496)

























Other income (expense):





















Earnings from unconsolidated property funds, net



904



(2,757)





49,326



10,548



Earnings from other unconsolidated investees, net



3,016



5,933





10,609



13,130



Interest income



5,780



2,008





19,843



5,022



Interest expense



(129,341)



(112,034)





(468,738)



(461,166)



Impairment of other assets



(22,609)



(412,745)





(126,432)



(412,745)



Gains (losses) on acquisitions and dispositions of investments in real estate, net



(2,966)



(30,200)





111,684



28,488



Foreign currency and derivative gains (losses) and other income (expenses), net



(3,584)



(5,701)





33,337



(256)



Gain (loss) on early extinguishment of debt, net



556



(153,037)





258



(201,486)





Total other income (expense)



(148,244)



(708,533)





(370,113)



(1,018,465)

























Loss before income taxes



(91,120)



(1,402,625)





(242,683)



(1,619,961)



Income tax expense (benefit) - current and deferred



(8,184)



(5,907)





1,776



(30,499)

Loss from continuing operations



(82,936)



(1,396,718)





(244,459)



(1,589,462)

Discontinued operations:





















Income attributable to disposed properties and assets held for sale



5,852



18,434





27,907



84,435



Net gains on dispositions, net of related impairment charges and taxes



37,069



217,421





58,614



234,574





Total discontinued operations



42,921



235,855





86,521



319,009

Consolidated net loss



(40,015)



(1,160,863)





(157,938)



(1,270,453)

Net earnings attributable to noncontrolling interests



4,832



591





4,524



(43)

Net loss attributable to controlling interests



(35,183)



(1,160,272)





(153,414)



(1,270,496)

Less preferred stock dividends



10,276



6,317





34,696



25,424

Net loss attributable to common shares

$

(45,459)

$

(1,166,589)



$

(188,110)

$

(1,295,920)

Weighted average common shares outstanding - Diluted (B)



458,383



239,912





370,534



219,515

Net loss per share attributable to common shares - Diluted

$

(0.10)

$

(4.86)



$

(0.51)

$

(5.90)





(A) The financial results include Prologis for the full period and AMB and PEPR results from approximately June 1,2011.



(B) See calculation of Per Share Amounts in Notes and Definitions









Consolidated Statements of Funds from Operations (FFO)







Three Months Ended



Twelve Months Ended

(in thousands, except per share amounts)

December 31,



December 31,









2011

2010 (A)



2011 (A)

2010 (A)

Revenues:





















Rental income

$

456,462

$

227,750



$

1,436,419

$

925,169



Private capital revenue



40,230



34,645





137,619



122,526



Development management and other income



1,321



9,027





18,836



17,521







Total revenues



498,013



271,422





1,592,874



1,065,216



























Expenses:





















Rental expenses



120,265



61,169





397,216



263,776



Private capital expenses



15,734



10,580





54,962



40,659



General and administrative expenses



50,797



50,095





195,161



165,981



Merger, acquisition and other integration expenses



18,772



-





140,495



-



Depreciation and amortization of non-real estate assets and other expenses



14,663



6,696





43,026



32,441







Total operating expenses



220,231



128,540





830,860



502,857



























Operating FFO



277,782



142,882





762,014



562,359



























Other income (expense):





















FFO from unconsolidated property funds



42,328



23,910





189,591



139,927



FFO from other unconsolidated investees



5,164



7,987





17,052



20,121



Interest income



5,780



2,008





19,843



5,022



Interest expense



(129,480)



(112,034)





(469,289)



(461,166)



Impairment of real estate properties and other assets



(38,546)



(1,107,725)





(145,028)



(1,110,072)



Gains (losses) on acquisitions and dispositions of investments in real estate, net



(2,538)



48,785





117,800



110,786



Foreign currency exchange gains (losses) and other income (expenses), net



2,418



8,395





(5,697)



11,231



Gain (loss) on early extinguishment of debt, net



556



(153,037)





258



(201,486)



Current income tax expense



(15,674)



(9,602)





(24,795)



(25,452)







Total other income (expense)



(129,992)



(1,291,313)





(300,265)



(1,511,089)



























Less preferred share dividends



10,276



6,317





34,696



25,424

Less FFO attributable to noncontrolling interests



3,367



(591)





15,365



43

FFO, as defined by Prologis



134,147



(1,154,157)





411,688



(974,197)





























Impairment charges



38,546



1,107,725





145,028



1,110,072



Japan disaster expenses



-



-





5,210



-



Merger, acquisition and other integration expenses



18,772



-





140,495



-



Our share of losses (gains) on acquisitions and dispositions of investments in real estate, net



7,621



(48,785)





(115,577)



(110,786)



Loss (gain) on early extinguishment of debt, net



(556)



153,037





(258)



201,486



Income tax expense on dispositions



5,415



7,932





7,331



10,783



Adjustments made in 2010, not applicable to 2011



-



33,628





-



44,028







Total of adjustments



69,798



1,253,537





182,229



1,255,583



























Core FFO

$

203,945

$

99,380



$

593,917

$

281,386

Weighted average common shares outstanding - Diluted (B)



474,881



253,776





385,960



221,356

Core FFO per share - Diluted

$

0.44

$

0.41



$

1.58

$

1.27





(A)  The financial results include Prologis for the full period and AMB and PEPR results from approximately June 1, 2011.

(B)  See calculation of per share amounts in the Notes and Definitions







Reconciliations of Net Earnings (Loss) to FFO







Three Months Ended



Twelve Months Ended

(in thousands)

December 31,



December 31,







2011

2010 (A)



2011 (A)

2010 (A)

Reconciliation of net loss to FFO











































Net loss attributable to common shares

$

(45,459)

$

(1,166,589)



$

(188,110)

$

(1,295,920)



Add (deduct) NAREIT defined adjustments:























Real estate related depreciation and amortization



187,505



76,498





566,328



295,182





Impairment on certain real estate properties



5,300



126,038





5,300



126,987





Net gains on non-FFO dispositions



(32,016)



(221,140)





(39,812)



(196,080)





Reconciling items related to noncontrolling interests



(8,199)



-





(19,889)



-





Our share of reconciling items from unconsolidated investees



43,879



35,891





147,608



141,721

Subtotal-NAREIT defined FFO



151,010



(1,149,302)





471,425



(928,110)



























Add (deduct) our defined adjustments:























Unrealized foreign currency and derivative losses (gains), net



6,002



14,096





(39,034)



11,487





Deferred income tax expense (benefit)



(22,558)



(11,781)





(19,803)



(52,223)





Our share of reconciling items from unconsolidated investees



(307)



(7,170)





(900)



(5,351)

FFO, as defined by Prologis



134,147



(1,154,157)





411,688



(974,197)



























Adjustments to arrive at Core FFO



69,798



1,253,537





182,229



1,255,583

Core FFO

$

203,945

$

99,380



$

593,917

$

281,386

























Adjustments to arrive at Adjusted FFO ("AFFO"), including our share of unconsolidated investees:





















Straight-lined rents and amortization of lease intangibles



(9,178)



(12,089)





(44,507)



(47,455)



Property improvements



(21,472)



(12,289)





(64,903)



(37,921)



Tenant improvements



(19,558)



(13,811)





(60,790)



(45,066)



Leasing commissions



(15,739)



(8,589)





(47,789)



(30,826)



Amortization of management contracts



1,925



550





6,749



2,200



Amortization of debt discounts/(premiums) and financing costs, net of capitalization



(4,185)



14,993





9,662



59,266



Stock compensation expense



9,856



7,712





31,483



25,085

AFFO



$

145,593

$

75,857



$

423,822

$

206,668

























Common stock dividends

$

130,573

$

69,296



$

388,333

$

285,217





(A) The financial results include Prologis for the full period and AMB and PEPR results from approximately June 1,2011.











EBITDA Reconciliation







Three Months Ended



Twelve Months Ended



















December 31,



December 31,



















2011

2010



2011

2010

Reconciliation of Consolidated Net Loss to Core EBITDA























































Consolidated net loss

$

(40,015)

$

(1,160,863)



$

(157,938)

$

(1,270,453)





Net gains on acquisitions and dispositions of investments in real estate, net



(35,403)



(195,153)





(173,514)



(273,845)





Depreciation and amortization



192,379



81,164





585,323



311,268





Interest expense



129,341



112,034





468,738



461,166





Impairment charges



43,846



1,146,061





147,669



1,149,357





Merger, acquisition and other integration expenses



18,772



-





140,495



-





Loss (gain) on early extinguishment of debt



(556)



153,037





(258)



201,486





Current and deferred income tax expense (benefit)



(6,884)



2,025





4,992



(19,716)





Pro forma adjustment (A)



-









263,994



-





Income on properties sold during the period included in discontinued operations



(5,852)



(18,434)





(27,907)



(84,435)





Other non-cash charges (gains)



15,858



21,808





(7,551)



36,572





Other adjustments made to arrive at Core FFO



-



14,784





5,210



19,213



Core EBITDA, prior to our share of unconsolidated investees



311,486



156,463





1,249,253



530,613









































Our share of reconciling items from unconsolidated investees:

























Net losses (gains) on disposition of real estate, net



5,083



-





5,083



-







Depreciation and amortization



43,879



35,891





147,608



141,721







Interest expense



37,231



42,563





142,282



171,332







Current and deferred income tax expense (benefit)



257



1,210





4,918



7,717







Other non-cash charges (gains)



(307)



(7,170)





(900)



(5,351)







Realized losses (gains) on derivative activity



-



18,844





226



24,815

Core EBITDA

$

397,629

$

247,801



$

1,548,470

$

870,847





(A) Adjustments for the effects of the Merger and PEPR acquisition to reflect NOI for the full period





Notes and Definitions

Please refer to our annual and quarterly financial statements filed with the Securities and Exchange Commission on Forms 10-K and 10-Q and other public reports 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.

Our real estate operations 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 global and regional markets. Our intent is to hold and use these properties; however, depending on market and other conditions, we may contribute or sell these properties to property funds/co-investment ventures 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 private capital segment represents primarily the management of unconsolidated property funds and joint ventures and the properties they own.

On June 3, 2011, AMB Property Corporation ("AMB") and ProLogis combined through a merger of equals (the "Merger").  As a result of the Merger, each outstanding ProLogis common share was converted into 0.4464 shares of AMB common stock.  At the time of the Merger, AMB changed its name to Prologis, Inc.  After consideration of all applicable factors pursuant to the business combination accounting rules, the Merger resulted in a reverse acquisition in which AMB was considered the "legal acquirer" and ProLogis was considered the "accounting acquirer". As such, the historical results of ProLogis are included for the full period and AMB results are included from the date of the Merger going forward.

During the second quarter of 2011, we increased our ownership of ProLogis European Properties ("PEPR"), through open market purchases and a mandatory tender offer. On May 25, 2011, we settled on our mandatory tender offer. Pursuant to the tender offer and open-market purchases made during the tender period, we acquired an additional 96.5 million ordinary units and 2.7 million convertible preferred units of PEPR for an aggregate purchase price of approximately euro 615.5 million. We funded the aggregate purchases through borrowings under our existing credit facilities and a new euro 500 million bridge facility, which was subsequently repaid with proceeds received from our June equity offering.

After completion of the tender offer, we began consolidating PEPR and recognized a gain of euro 59.6 million ($85.9 million). Following the tender offer, and including open market purchases and our participation in new equity offerings through December 31, 2011, we owned approximately 93.7% of the voting ordinary units of PEPR and 94.9% of the convertible preferred units as of December 31, 2011.

We have preliminarily allocated the aggregate purchase price related to the Merger of $5.9 billion and PEPR of euro 1.1 billion ($1.6 billion) as set forth below. The allocations are based on our preliminary valuations, estimates and assumptions and are subject to change.  













(amounts in thousands)

Merger



PEPR



Total

Investments in real estate properties

$ 8,172,814



$ 4,453,069



$ 12,625,883

Investments in and advances to unconsolidated investees

1,620,336



-



1,620,336

Cash, accounts receivable and other assets

687,857



251,826



939,683

Debt

(3,646,719)



(2,240,764)



(5,887,483)

Accounts payable, accrued expenses and other liabilities

(430,562)



(703,541)



(1,134,103)

Noncontrolling interests

(547,277)



(133,651)



(680,928)

Total purchase price

$ 5,856,449



$ 1,626,939



$ 7,483,388





Assets Held For Sale and Discontinued Operations. As of December 31, 2011, we had four land parcels and 35 operating properties that met the criteria to be presented as held for sale.  The amounts included in Assets Held for Sale include real estate investment balances and the related assets and liabilities for each property.

During 2011, we disposed of 92 properties (most of which were non-development properties)aggregating 10.2 million square feet to third parties. During all of 2010, we disposed of land subject to ground leases and 205 properties aggregating 25.4 million square feet to third parties, two of which were development properties.

The operations of the properties held for sale and properties that were disposed of to third parties during a period, including the aggregate net gains or losses 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 (in thousands):





Three Months Ended



Twelve Months Ended





December 31,



December 31,





2011

2010



2011

2010

Rental income



$ 13,881



$ 35,199





$ 59,583



$ 180,629

Rental expenses



(1,965)



(8,039)





(12,564)



(48,568)

Depreciation and amortization



(5,925)



(8,726)





(18,561)



(47,626)

Interest expense



(139)



-





(551)



-























Income attributable to disposed properties and assets held for sale



$ 5,852



$ 18,434





$ 27,907



$ 84,435





For purposes of our Consolidated Statements of FFO, we do not segregate discontinued operations.  In addition, we include the gains and losses from disposition impairment charges of land parcels and development properties in the calculation of FFO, including those classified as discontinued operations.

Calculation of Per Share Amounts are as follows (in thousands, except per share amounts):















Three Months Ended



Twelve Months Ended



December 31,



December 31,



2011

2010



2011

2010

Net earnings (loss)











Net earnings (loss)

$ (45,459)

$ (1,166,589)



$ (188,110)

$ (1,295,920)

Noncontrolling interest attributable to convertible limited partnership units

-

-



-

-

Adjusted net earnings (loss) - Diluted

$ (45,459)

$ (1,166,589)



$ (188,110)

$ (1,295,920)













Weighted average common shares outstanding - Basic (a)

458,383

239,912



370,534

219,515

Incremental weighted average effect of conversion of limited partnership units

-

-



-

-

Incremental weighted average effect of stock awards

-

-



-

-

Weighted average common shares outstanding - Diluted (a)

458,383

239,912



370,534

219,515













Net earnings (loss) per share - Basic

$ (0.10)

$ (4.86)



$ (0.51)

$ (5.90)













Net earnings (loss) per share - Diluted

$ (0.10)

$ (4.86)



$ (0.51)

$ (5.90)













FFO, as defined by Prologis











FFO, as defined by Prologis

$ 134,147

$ (1,154,157)



$ 411,688

$ (974,197)

Noncontrolling interest attributable to convertible limited partnership units

108

-



289

-

FFO - Diluted, as defined by Prologis

$ 134,255

$ (1,154,157)



$ 411,977

$ (974,197)













Weighted average common shares outstanding - Basic (a)

458,383

239,912



370,534

219,515

Incremental weighted average effect of conversion of limited partnership units

3,361

-



2,095

-

Incremental weighted average effect of stock awards

1,258

-



1,452

-

Weighted average common shares outstanding - Diluted (a)

463,002

239,912



374,081

219,515













FFO per share - Diluted, as defined by Prologis

$ 0.29

$ (4.81)



$ 1.10

$ (4.44)













Core FFO











Core FFO

$ 203,945

$ 99,380



$ 593,917

$ 281,386

Noncontrolling interest attributable to convertible limited partnership units

108

(588)



289

(64)

Interest expense on convertible debt assumed converted

4,165

4,218



16,824

-

Core FFO - Diluted

$ 208,218

$ 103,010



$ 611,030

$ 281,322













Weighted average common shares outstanding - Basic (a)

458,383

239,912



370,534

219,515

Incremental weighted average effect of conversion of limited partnership units

3,361

339



2,095

346

Incremental weighted average effect of stock awards

1,258

1,646



1,452

1,495

Incremental weighted average effect of conversion of certain convertible debt

11,879

11,879



11,879

-

Weighted average common shares outstanding - Diluted (a)

474,881

253,776



385,960

221,356













Core FFO per share - Diluted

$ 0.44

$ 0.41



$ 1.58

$ 1.27





(a) The historical Prologis shares outstanding have been adjusted by the Merger exchange ratio of 0.4464. Amounts in 2011

    include the assumed issuance of 254.8 million shares as of the Merger date.





General and Administrative Expenses ("G&A") consisted of the following (in thousands):



Three Months Ended





Twelve Months Ended



December 31,





December 31,





2011



2010





2011



2010

Gross G&A expense

$

89,259

$

76,404



$

332,632

$

266,932

Reported as rental expense



(7,484)



(4,888)





(24,741)



(19,709)

Reported as private capital expenses



(15,734)



(10,580)





(54,962)



(40,659)

Capitalized amounts



(15,244)



(10,841)





(57,768)



(40,583)

Net G&A

$

50,797

$

50,095



$

195,161

$

165,981





Interest Expense consisted of the following (in thousands):





Three Months Ended



Twelve Months Ended





December 31,



December 31,







2011





2010





2011





2010

Gross interest expense



$

144,797



$

102,764



$

500,685



$

435,289

Amortization of discount (premium), net





(5,682)





8,724





228





47,136

Amortization of deferred loan costs





4,316





12,375





20,476





32,402

Interest expense before capitalization





143,431





123,863





521,389





514,827

Capitalized amounts





(14,090)





(11,829)





(52,651)





(53,661)

Net interest expense



$

129,341



$

112,034



$

468,738



$

461,166































Merger, Acquisition and Other Integration Expenses. In connection with the Merger, we have incurred and expect to incur additional significant transaction, integration, and transitional costs. These costs include investment banker advisory fees; legal, tax, accounting and valuation fees; termination and severance costs (both cash and stock based compensation awards) for terminated and transitional employees; system conversion; and other integration costs. Certain of these costs were obligations of AMB and were expensed prior to the closing of the Merger by AMB. The remainder of the costs will be expensed by us as incurred, which in some cases will be through the end of 2012. At the time of the Merger, we cancelled our existing credit facilities and wrote-off the remaining unamortized deferred loan costs associated with such facilities, which is included in Merger, Acquisition and Other Integration Expenses. In addition, we have included costs associated with the acquisition of a controlling interest in PEPR and reduction in workforce charges associated with dispositions made in 2011. The following is a breakdown of the costs incurred

(in thousands):





Three Months Ended



Twelve Months Ended





December 31



December 31





2011



2011

Professional Fees

$

4,069



$

46,467

Termination, severance and transitional employee costs



13,001





58,445

Office closure, travel and other costs



1,702





24,714

Write-off of deferred loan costs



-





10,869

Total

$

18,772



$

140,495





Rental Income includes the following (in thousands):



Three Months Ended





Twelve Months Ended



December 31,





December 31,





2011





2010





2011





2010

Rental income

$

347,848



$

143,531



$

1,062,098



$

547,259

Amortization of lease intangibles



(9,030)





(189)





(22,736)





(495)

Rental expense recoveries



88,643





40,006





283,081





160,962

Straight-lined rents



15,120





9,203





54,393





36,814



$

442,581



$

192,551



$

1,376,836



$

744,540





SOURCE Prologis, Inc.



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