Prologis Inc (PLD) 2019 Q2 法說會逐字稿

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  • Operator

  • Welcome to the Prologis Q2 earnings conference call.

  • My name is Chris, and I will be your operator for today's call.

  • (Operator Instructions) Also note, this conference is being recorded.

  • I'd now like to turn the call over to you, Tracy Ward.

  • Tracy, you may begin.

  • Tracy A. Ward - SVP of IR & Corporate Communications

  • Thank you, Chris.

  • Good morning, everyone.

  • Welcome to Prologis second quarter earnings call.

  • If you've not yet downloaded the press release, it's available on Prologis' website at prologis.com under Investor Relations.

  • This morning, you'll hear from Tom Olinger, our Chief Financial Officer; and Gene Reilly, Prologis' Chief Investment Officer.

  • Also joining us today for the call is Hamid Moghadam, Gary Anderson, Chris Caton, Mike Curless, Ed Nekritz and Colleen McKeown.

  • Before we begin our prepared remarks, I'd like to state that this conference call will contain forward-looking statements under federal securities laws.

  • These statements are based on current expectations, estimates and projections about the market and the industry in which the companies operate as well as the beliefs and assumptions of management.

  • Some of these factors are referred to in Prologis' 10-Ks or SEC filings.

  • Additional factors that could cause actual results to differ include, but are not limited to, the expected timing and likelihood of the completion of the transaction with IPT, including the ability to obtain the approval of their stockholders and the risk that the conditions at the closing of the transaction may not be satisfied.

  • Forward-looking statements are not guarantees of performance, and the actual operating results may differ.

  • Finally, this call will contain financial measures such as FFO, EBITDA that are non-GAAP measures.

  • And in accordance with Reg G, the company has provided a reconciliation to those measures in its -- in our earnings package.

  • With that, I will turn the call over to Tom.

  • Tom, will you please begin?

  • Thomas S. Olinger - CFO

  • Thanks, Tracy.

  • Good morning, and thank you for joining us today.

  • We had another excellent quarter.

  • Our proprietary operating metrics continue to reflect strong demand.

  • Showings, average deal gestation and conversion rates remain either in line or better than last quarter as our customers further build out their supply chain capabilities in the face of current [consumer response].

  • Market conditions in the U.S. continue to be very healthy, demand is diverse and overall supply is disciplined.

  • Starts in the U.S. are concentrated in low-barrier markets, while supply in the high-barrier markets is now keeping pace with GDP growth, let alone demand for logistics facilities closer to the endpoint of consumption.

  • Continental Europe remains strong, and we expect rent growth this year to be the highest in more than a decade.

  • In Japan, despite moderating economic growth, business is quite good.

  • Demand continues to be boosted by e-commerce, while supply is being steadily absorbed.

  • With the improvement we are seeing in the Osaka market, we are removing it from our market watch list.

  • We are raising our 2019 global rent growth estimate by approximately 100 basis points to over 5.5% as low vacancies and rising replacement costs continue to push market rents higher.

  • Looking to the quarter.

  • We leased 37 million square feet, including 5 million square feet in our development portfolio.

  • Period-end occupancy was flat sequentially.

  • Rent change on roll continues to be outstanding, with our share at over 25% and led by the U.S. at 30%.

  • We expect rent change to trend higher in the back half of the year.

  • Our share of cash same-store NOI growth was 4.6%.

  • Notably, Europe was 5.3%, driven by rent growth, which we have anticipated.

  • Core FFO was $0.77 per share for the second quarter.

  • G&A in the quarter was higher than expected, driven by stock-based compensation resulting from the increase in our share price.

  • This impact was mostly offset by higher-than-forecasted (inaudible).

  • For deployment, starts were $324 million in the quarter.

  • The pace of starts will increase meaningfully in the second half of the year.

  • In fact, we've already started $250 million of build-to-suits in the first 2 weeks of July.

  • We completed over $600 million of dispositions and contributions, resulting in $200 million of realized gains in the quarter.

  • Now for 2019 guidance highlights, which are on an our-share basis.

  • And note that our guidance does not include the impact from the IPT acquisition.

  • We are increasing and narrowing our cash same-store NOI guidance to a range 4.5% to 5%.

  • We are holding the top end of our range as we continue to prioritize rents over occupancy.

  • We are raising the midpoint for both development starts and contributions by $100 million and realized development gains by $50 million.

  • We still expect about $400 million of net uses, which we plan to fund with free cash flow and a modest increase in leverage.

  • Net promote income for the full year is now expected to be $0.16 per share, an increase of $0.02 from our prior guidance.

  • Effectively, all of the remaining net promote income will be earned in the third quarter.

  • For the full year, we are increasing our 2019 core FFO guidance midpoint by $0.05 and narrowing the range to between $3.26 and $3.30 per share.

  • And our revised midpoint growth in core FFO per share, excluding promotes, is 9.5% higher than last year.

  • Over the past 5 years, our growth has clearly been exceptional with a CAGR of almost 12%, while delevering by 800 basis points.

  • As I mentioned, this guidance does not include IPT.

  • The acquisition of this high-quality portfolio, which Gene will cover in more detail, capture significant cost and revenue synergies, delivering shareholder value on day 1. We plan to hold the portfolio through one or both of our U.S. private vehicles and expect the transaction to close no later than the first quarter of 2020.

  • Depending on the ultimate allocation, our investment via the ventures is likely to range between $1 billion and $1.4 billion, which we will fund with cash and debt.

  • The resulting annual core FFO accretion is expected to range between $0.05 and $0.06 per share on a stabilized basis.

  • This transaction will have a minimal impact on leverage, with loan-to-value rising about 150 basis points upon the completion of the nonstrategic asset sales to approximately 21%.

  • We do not plan to add any corporate overhead in connection with this acquisition, and as a result, expect G&A as a percentage of AUM decrease by 4%.

  • I fielded several questions lately about how we will continue to grow given our size.

  • We think about growth in 3 components.

  • The first is organic and based on the quality and strength of our portfolio.

  • This is by far the most important and sustainable driver of growth.

  • It also deserves the highest multiple.

  • The second is the value creation from development and the build-out of our land bank.

  • The third component is arbitraging the pricing between public and private markets.

  • This is episodic, out of the hands of management and not sustainable over the long term.

  • We focus on the first 2 components, which have been the driver of our superior performance and will continue to be the foundation of our long-term growth.

  • To sum up, the second quarter was a continuation of what has already been a very good year.

  • I have never felt better about our growth outlook.

  • And with that, I'll turn it over to Gene.

  • Eugene F. Reilly - CIO

  • Thanks, Tom.

  • I'm pleased to share the details about our merger agreement to buy IPT.

  • The portfolio comprises 37.5 million square feet in 24 U.S. markets, 22 of which are Prologis target markets.

  • The assets are located in some markets we consider strategic and where we already have the benefit of scale and a proven operating presence.

  • The portfolio is slightly younger than the balance of our existing U.S. assets and otherwise very similar in terms of customer profile and physical characteristics.

  • Over the normal course of business, we anticipated disposition program of approximately $800 million or 20% of the portfolio.

  • The $4 billion price works out to 4.5% stabilized cap rate and a cap rate of just under 4.9% using current market rents.

  • And at $106 a square foot, we believe we are purchasing the portfolio at a small discount to replacement cost.

  • We are not purchasing the IPT operating platform, and therefore, our incremental hiring activity will be limited to leasing and property management personnel necessary to manage the portfolio.

  • As IPT leases roll over time, the Prologis teams will have the benefit of deeper market knowledge and relationships, greater flexibility, access to better information, bigger market share and ultimately the ability to provide the best service to our customers and generate more revenue.

  • The $0.05 to $0.06 of accretion that Tom mentioned does not include the potential benefits of procurement, ancillary revenue sources or our other platform initiatives currently underway.

  • During the past 8 years, we've integrated over $45 billion in very large portfolio transactions, including the AMB-Prologis transaction, KTR and DCT.

  • In each case, we outperformed our synergy forecast, and we expect to do so here.

  • So in short, we are highly confident in our ability to integrate these assets into our portfolio.

  • And with that, I'll turn the call over to the operator for questions.

  • Operator

  • (Operator Instructions) Your first question comes from Jeremy Metz with BMO.

  • Robert Jeremy Metz - Director & Analyst

  • Tom, you mentioned your allocation to IPT will be in the 25% to 35% range of your share.

  • You've noted in the past, you have a queue of investors waiting to get into the funds.

  • You've talked about wanting to bring your stake there down to the 15% level, give or take, over time.

  • So was there a thought to taking in less of this deal initially and then sticking with that?

  • Maybe you can talk about the promote opportunity and how much of that $0.05 to $0.06 of accretion is fee-driven.

  • Thomas S. Olinger - CFO

  • Thanks, Jeremy.

  • A couple of things.

  • So the way to think about our incremental investment, if you -- if we split the portfolio equally between the 2 funds, our ownership is 41%.

  • And USLV, it does not use equity USLV -- USLF does.

  • So we would think about 50% leverage targets to fund this deal from a USLF transaction.

  • So think about $3 billion of equity that needs to come to the table or 40% of that is $1.2 billion.

  • When you think about the accretion, the accretion is primarily -- the vast majority of the accretion is operating efficiencies.

  • So the $0.05 to $0.06 is $0.035 of operating efficiencies, between $0.015 to $0.02 of incremental leverage and about $0.01 -- about $0.005 or less of actual purchase accounting adjustments.

  • So the accretion is quite strong.

  • Most of that is cash.

  • The fee component would be baked in, that $0.035 I talked about, and that's roughly $0.02.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes.

  • At the beginning of that, Tom mentioned it won't require any equity, he meant it doesn't require any debt.

  • Operator

  • Your next question comes from Manny Korchman with Citi.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • It's Michael Bilerman here with Manny.

  • I guess if you step back from it, if there's such a strong amount of NOI potential within this portfolio, why not own the whole thing?

  • And clearly, you have the ability to finance at lower rates whether it's in Europe or in Asia, which would provide you even more accretion buying a U.S. portfolio and owning $4 billion of assets, and getting all of the 40 basis points of upside in the market rents would all flow to the bottom line versus the trade-off of the incremental fees you're getting.

  • And your equity part certainly is there to be able to do it too, right?

  • At north of $80, you certainly could issue equity and/or debt a little bit as well.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Sure.

  • This is Hamid, Michael.

  • We don't really view our strategic capital business as where we put our bad deals or the ones that are not accretive.

  • It is an integral part of our business and it is part of our strategy going forward.

  • And that's the -- those are the vehicles that we've established exactly for doing those sort of things.

  • So we're sticking to that business plan.

  • And it's not like the good ones go to the balance sheet and the bad ones go to the funds.

  • It's -- we all do it the same way.

  • Also the return on equity in the funds is obviously greater because of the leverage through the asset management fees and the like.

  • So that's the strategy, it's been the strategy and it will remain the strategy.

  • Thomas S. Olinger - CFO

  • Michael, on your debt question about U.S. versus non-U.

  • S. debt, we only would do that to the extent we're matching foreign assets with foreign debt.

  • About 79% of our debt stack today is nondollar.

  • We have not assumed in our accretion that we would use any nondollar financing here.

  • It's all U.S. dollar financing.

  • Do we have the ability to do a little more nondollar financing?

  • Sure, but none of that's baked into these numbers.

  • Operator

  • Your next question comes from Derek Johnston with Deutsche Bank.

  • Derek Charles Johnston - Research Analyst

  • I guess switching to Europe, certainly a strong contributor in 2Q, and this was while EU and global consensus growth estimates were falling.

  • Is there a lag that we should be concerned about filtering through to the back half of '19 leasing metrics?

  • And is there any further update on the outlook for rent growth or the healthy absorption rates that we've seen in the EU post 2Q?

  • Eugene F. Reilly - CIO

  • This is Gene.

  • I'll start with the answer, and I think Chris Caton will highlight as well.

  • So we just don't see headwinds in the operating environment in Europe.

  • You've got basically 3% vacancy rates across the continent.

  • You've got steady demand.

  • You've got demand in excess of very low economic growth.

  • So you have steady demand.

  • And we just don't -- we don't see trade concerns, we don't see Brexit coming up in any customer dialogue.

  • So things look pretty good right now.

  • And we also don't see excessive supply other than in some very isolated individual markets.

  • Christopher N. Caton - Senior VP & Global Head of Research

  • Yes, Gene is spot on.

  • The market is -- this is Chris.

  • The market is unfolding a lot like we anticipated at the beginning of the year.

  • That's low 3% vacancy rates.

  • That's rental rates on a net effective basis that are on pace to rise.

  • More than 6% on the continent, rents are up, call it, more than 3% in the first half of the year.

  • So there is really good momentum, and we feel confident looking forward.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes.

  • But on the other side of that, the U.K. has slowed down a bit and the continent is stronger than we thought.

  • So I don't think Brexit not having any effect is right.

  • I think -- definitely, the U.K. has slowed down some, particularly in the Midlands.

  • Operator

  • Your next question comes from Caitlin Burrows with Goldman Sachs.

  • Caitlin Burrows - Research Analyst

  • Maybe back to the IPT acquisition, I was just wondering if you could comment on what the interest level like or -- was like or the competition from other potential acquirers.

  • And what do you think differentiated Prologis either in your assumption, financing or something else allowing you to ultimately win this deal?

  • Thomas S. Olinger - CFO

  • Well, ultimately, I can't tell you who bid on the portfolio.

  • I can tell you it was a competitive process.

  • And as I think everybody knows on this call, there is plenty of capital interest in this kind of real estate.

  • As for our competitive advantage, I don't think it's any of the items you've listed, but I do think certainty of close, particularly for a vehicle like this, a publicly held vehicle, was critical.

  • And so I think their confidence in our ability to negotiate, complete this transaction smoothly was important.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes.

  • Also the proxy will have plenty of the details from what they looked at on the other side.

  • So we'll both find out.

  • Operator

  • Your next question is from Steve Sakwa with Evercore ISI.

  • Stephen Thomas Sakwa - Senior MD & Senior Equity Research Analyst

  • I just wanted to see if you could comment a little bit on the NOI guidance, Tom.

  • You did about 5% in the first half of the year.

  • The high end, you kind of kept unchanged at 5%.

  • So that sort of assumes kind of flattish growth.

  • In the back half, at the low end, it kind of assumes 4%.

  • I realize you're facing some tougher occupancy comps in the back half of the year.

  • But just kind of can you help us think through kind of the low and the high end, given where we sit here today and kind of what drives you to kind of both of those 2 points?

  • Thomas S. Olinger - CFO

  • Yes, Steve, you nailed it on the -- it's really occupancy impact.

  • We are continuing to push rents.

  • We are seeing occupancies dip a little bit.

  • I think we certainly have room to push rents more if you just look at our retention, you look at our occupancy, you look at our rent growth.

  • As I mentioned in my prepared remarks, I think we're going to see -- we will see rent change on roll accelerate in the second half.

  • We talked about rent growth increasing.

  • Now why aren't we taking the top end up is because of occupancy.

  • We're going to push rents, and we don't have a lot of roll in the second half.

  • But this is really setting up for just longer, durable runway for same-store growth.

  • Our mark-to-market is holding at over 15%, even with rolling 25% in the quarter.

  • And if you really look at same-store, think about -- as we said in the last couple of calls, 2019 is a transitional year for same-store in that where we have more occupancy.

  • So that's been a headwind this year.

  • But if you think about the drill driver of your same-store, rent change on roll, it's been accelerating.

  • Our trailing fourth quarter rent change on roll is up over 300 basis points in the last 4 quarters.

  • It is going to go higher going forward.

  • So the fundamental driver of same-store is intact and it is growing and it will grow.

  • The one thing on retention, we're seeing retention is very high on the larger spaces.

  • And we're pushing rents across the board.

  • I think we have an opportunity to push rents across all of our space sizes.

  • Operator

  • Your next question comes from Jamie Feldman with Bank of America Merrill Lynch.

  • James Colin Feldman - Director and Senior US Office and Industrial REIT Analyst

  • I know you had said that you expect your development starts to ramp up in the back half of the year.

  • Can you just talk about what both build-to-suit and spec pipeline looks like today?

  • And as we think ahead to next year, do you think that -- we are hearing across a lot of markets that there's an expectation that pipelines may actually shrink, given less available land and even maybe less capital to put to work.

  • I just want to get your thoughts on how you think things are shaping up over the next 12 months or so in terms of the supply and demand story and your ability to keep putting capital to work.

  • Michael S. Curless - CIO

  • Jamie, it's Mike Curless.

  • I'll hit the build-to-suit and then I'll flip it to Gene on the spec.

  • Certainly seeing a lot of -- you've seen some public announcements from some of our larger customers with major plans for significant rollout.

  • So I'd say there's definitely an up arrow on the requirements and the demand.

  • It is more challenging to deliver build-to-suits these days with zoning and land availability in some of the more global markets.

  • But we're certainly working through that.

  • Our build-to-suit percentage, while it was in the 27% range this quarter, that's very lumpy, as you know, Jamie.

  • I think you've got to look at it across 4 quarters.

  • And I fully expect a very robust quarter coming up as we speak right now, as Tom mentioned, with $250 million build-to-suit starts already underway.

  • And I'd look towards build-to-suit percentage being in the range in the high 30s, largely driven by some significant national rollouts.

  • Gene, do you want -- on spec?

  • Eugene F. Reilly - CIO

  • Yes, sure.

  • So Jamie, we've, as you can see, taken up the midpoint, $100 million.

  • Some of that is captured by the increased build-to-suit activity Mike talked about.

  • So I'd say there is a very modest increase in spec, but I don't -- we see opportunities.

  • As you know, we have a robust land bank.

  • So we have the ability to start building.

  • So we're not going to do it unless we see market opportunity, and we do.

  • So basically, the answer to your question is, we're going to have a modest increase based on our prior guidance throughout the rest of this year.

  • Operator

  • Your next question comes from Vikram Malhotra with Morgan Stanley.

  • Vikram Malhotra - VP

  • So just wanted to clarify.

  • I think you said mark-to-market across the whole portfolio was holding at 15%.

  • Can you break that between the U.S. and Europe?

  • And also just clarify what the mark-to-market is on IPT.

  • Thomas S. Olinger - CFO

  • Yes, I'll take the first piece.

  • So on our portfolio today, Prologis U.S. is around 17% and Europe is around 11%.

  • So our blended is about 15.5%.

  • Eugene F. Reilly - CIO

  • Right.

  • IPT is pretty much in line with the rest of our U.S. assets.

  • Operator

  • Your next question comes from Craig Mailman with KeyBanc Capital Markets.

  • Craig Allen Mailman - Director and Senior Equity Research Analyst

  • A quick question for you.

  • Just looking -- I know you guys didn't buy the whole IPT portfolio relative to kind of the numbers that they had in their financials.

  • But it looked like in '17 and '18, they were kind of trending below 2% same-store growth.

  • And I'm just curious, I know you guys have some operational efficiencies kind of baked in.

  • But as you guys look at your legacy PLD portfolio growth profile versus what you are ultimately going to bring into the portfolio, will this ultimately be accretive to your growth portfolio or kind of in line or dilutive from your perspective?

  • Eugene F. Reilly - CIO

  • I think slightly accretive.

  • And I mean to be frank, we have not studied their historical operating performance.

  • What we have studied is the location and quality of the assets, which we like.

  • And we brought them onto our platform.

  • I'd say it's marginally accretive.

  • Operator

  • Your next question comes from Ki Bin Kim with SunTrust.

  • Ki Bin Kim - MD

  • Just a couple of questions on the IPT portfolio.

  • First, can you just talk a little bit about what prompted this deal or the thinking behind it?

  • I don't think it's scale.

  • You have enough of it.

  • And even the financial accretion of $0.05 to $0.06, it seems like that by and itself wouldn't prompt the deal of this size.

  • So can you maybe talk about the other points that we haven't covered?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes, Ki Bin, this is Hamid.

  • I think the level and the availability of high-quality portfolios is dwindling, and these portfolios are going into capital sources that are permanent.

  • And I think there is a limited supply of this stuff in the really good markets.

  • So whenever there is an opportunity to pick up some of those assets in scale, you'll see us competing for those opportunities.

  • And because of the clustering effects around our own portfolio, which is also focused on the same markets, we can really squeeze a lot more juice out of those oranges.

  • Operator

  • Your next question comes from Nick Yulico with Scotiabank.

  • Nicholas Philip Yulico - Analyst

  • For IPT, I think you said 20% of the portfolio is a sale candidate, nonstrategic assets.

  • Can you just talk about why they're nonstrategic and how you underwrote those assets from a -- how we should think about a cap rate on the sale of those assets?

  • Eugene F. Reilly - CIO

  • Could you repeat the first part of your question, excuse me?

  • Nicholas Philip Yulico - Analyst

  • So I think you said that...

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • I think I can answer it since I heard it.

  • The for sale portfolio, which is 20%, a small portion of it is 2 markets, Memphis and Salt Lake City, which we're not present in.

  • So that's about 5% of it.

  • And the balance of it is the pruning of the markets where we have a presence, but we don't really see a fit between that portion and our assets -- that portion of the portfolio and our existing assets.

  • So it's a combination of market exits in those 2 cases and pruning in the case of the rest.

  • Eugene F. Reilly - CIO

  • And I just want to pile on that a bit.

  • These disposition assets are good assets.

  • They're not assets that are consistent with our strategy, but I think these assets will be relatively easy to dispose of as compared to some of the prior activities.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes.

  • One other data point for you.

  • This is not the first time we've gone through cleanup of assets.

  • We've -- we sold about $14 billion of assets in the last 5 or 6 years.

  • And you might be interested that on average, we've exceeded our expectations by about 6% on the sales prices.

  • So we're pretty comfortable that we can exit these assets at a premium.

  • Operator

  • Your next question is from Dave Rodgers with Baird.

  • David Bryan Rodgers - Senior Research Analyst

  • For Tom or Hamid, maybe talk about the construction pipeline just nationally or maybe even internationally.

  • You said you took Osaka off the watch list for -- it was kind of a market.

  • Have you added any?

  • And where do see the most competition today?

  • I think Tom, you referenced the supply in your comments.

  • Eugene F. Reilly - CIO

  • Yes.

  • It's Gene, I'll start, and I think Chris will finish the answer.

  • But if we look at the globe as compared to last quarter, there really aren't very many differences.

  • As you heard us say over the past 4, 5 years, frankly, certain markets in South Dallas and certain markets in Atlanta, i.e., in Chicago, Central Pennsylvania, once in a while Inland Empire East in the U.S. come on and come off the list.

  • And what's interesting is that in prior cycles, markets never came off the list.

  • They just kept overbuilding them until you're in a crisis.

  • So that picture really hasn't changed.

  • Internationally, the one note that we have was Osaka.

  • Osaka's vacancy was very elevated.

  • It's now I think 9% or 10%.

  • So it may come back on the list.

  • But at this point, we're pretty comfortable.

  • A lot of reduction in that vacancy rate recently.

  • Chris, I don't know if you...

  • Christopher N. Caton - Senior VP & Global Head of Research

  • Yes, Gene, you're spot on.

  • I'd add, in fact, there have been no additions this year.

  • And you have to look back to last year for the additions to this list.

  • And as Hamid mentioned, in Midlands is a market and then also Houston were additions late last year.

  • So no additions this year and one subtraction.

  • Operator

  • Your next question is from Jon Petersen with Jefferies.

  • Jonathan Michael Petersen - Equity Analyst

  • Probably a question for Gene or maybe Chris Caton.

  • I think with the DCT transaction, you talked about how -- when you get a certain concentration in submarkets, you're able to push rents a bit harder.

  • I forgot exactly how you framed that.

  • But I'm curious, with the IPT transaction, if you call out any submarkets that you now have a dominant market position that you didn't have before.

  • And then second one, probably for Tom, just to clarify, this transaction won't require any new common equity for Prologis, right?

  • Thomas S. Olinger - CFO

  • I'll take the second one.

  • Absolutely not.

  • No equity.

  • Eugene F. Reilly - CIO

  • The way we look at asset clusters, and that's one way we describe this, is if we're adding assets in a market that, let's say, we have 20 buildings, 25 buildings and call that 3 million or 4 million square feet, there is a clustering effect that we have tracked and we have tested.

  • And there is no question you get incremental NOI.

  • I'm not going to go into any specific details on that.

  • But you have a situation where you're adding to a cluster or you're adding enough to a smaller concentration that we already own that you then created a cluster.

  • And in this case, we have one market that you, for sure, have created a cluster.

  • That will be Portland.

  • There's a pretty good concentration here in Portland.

  • PA and Baltimore also sort of fall in that category.

  • And otherwise, we're just adding on to very, very big concentrations.

  • And Chris, I don't know if you'd add anything to that.

  • Christopher N. Caton - Senior VP & Global Head of Research

  • I think that's perfect.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Well, the only thing I would add is that the benefit doesn't just accrue to the newly acquired portfolio.

  • It also accrues to the existing portfolio, which is by far the more important of the 2 pieces.

  • Operator

  • Your next question is from John Guinee with Stifel.

  • John William Guinee - MD

  • Great.

  • Hamid, first, congratulations.

  • As I recall, you acquired DCT at about $118 a foot and 4.2% in place cap rate.

  • Talk a little bit about the quality difference between IPT and DCT, which obviously had the same initial investment and strategy in the initial routes.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes.

  • So we bought DCT at the 4.6% cap rate.

  • And it was a stock-for-stock deal.

  • So it was more of a relative valuation exercise than an absolute valuation exercise.

  • So I don't think you can conclude much about market cap rates based on looking at that.

  • But this one in terms of quality, I would say, if you look at the hold portion, DCT was 95% hold, this is 80% hold, 20% sell.

  • So in that sense, I would mark the DCT portfolio as better because it had less to dispose.

  • But if you look at the 80% and the 95%, I would say they were comparable.

  • Operator

  • Your next question is from Eric Frankel with Green Street Advisors.

  • Eric Joel Frankel - Senior Analyst

  • Just to go back to the price in the IPT deal, the 4.5% cap rate, you quoted that based on your definition of stabilization.

  • So maybe the cap rate will be a little bit higher based on current input occupancy?

  • And then second, do you guys believe that you pay some sort of maybe aggregation premium, rather than if you bought this entire portfolio on a one-off basis?

  • And then finally, based on where interest rates have gone in the last few months, do you think cap rates in general have declined for good quality industrial assets?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • So Eric, a couple of comments on the cap rates.

  • I mean cap rates are really difficult things to talk about because all kinds of people will use different approaches to them.

  • Just to be clear, the way we call something a cap rate is that it's the purchase price plus all the closing costs plus the CapEx required to get it to stabilize occupancy if necessary and includes a vacancy allowance, which is critical because if the portfolio is overleased 95%, we adjust back down to 95%.

  • So our cap rates, oftentimes, we shake our heads to the reported cap rates that we see in the marketplace because that's certainly not the cap rates that we underwrote.

  • And you can imagine that we look at pretty much every deal.

  • So that's one commentary on methodology.

  • With respect to the direction of cap rates, I will tell you that this was, since DCT, the third significant portfolio that we looked at and competed for, and obviously in the other 2 cases, we were not successful, our pricing did not change as to the whole portion of those portfolios at all, pretty consistent.

  • I'm not smart enough to tell you whether there was a portfolio or not, but we did not attribute one to the portfolio on this one or any of the other ones.

  • But on the other ones, we were unsuccessful, and on this one, we were successful.

  • So who knows?

  • Eugene F. Reilly - CIO

  • Hey, Eric, there's one more thing on the cost side of that equation.

  • We also mark any debt to market.

  • And I think often people leave that out of the equation as they're going to -- and you have to factor it.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • And in this one, there wasn't any of that.

  • But on others, there have actually been significant mark-to-markets.

  • Operator

  • Your next question is from Michael Carroll with RBC Capital Markets.

  • Michael Albert Carroll - Analyst

  • Yes.

  • Can you provide a quick macro update?

  • I know you included some conservatism in your prior guidance ranges.

  • Did you remove that conservatism in the updated range?

  • And how does the logistic real estate market remain largely inflated from the headline trade fears that we continue to hear about?

  • Thomas S. Olinger - CFO

  • So I'll start.

  • No more conservatism in our guidance.

  • And I would just tell you from what we see from a customer perspective, as I mentioned in my opening remarks, we're seeing very consistent sequential quarter activity as it relates to showings, gestation, conversion rates, all that's holding or slightly better.

  • So from what we see in our pipeline, it continues to be quite good.

  • Michael S. Curless - CIO

  • This is Mike.

  • From a customer perspective, no meaningful impact other than perhaps a little blip with some increased inventories and spot examples, but nothing significant.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Yes, I think you may be referring to the commentary on the fourth quarter call where we were just coming off of a significant stock market sell-off and things were a little wobbly generally with the overall economy in January.

  • And we talked about having, in the most recent 2 weeks, reduced our internal planning.

  • That's all gone.

  • We are back on track.

  • So if you're referring to that, you can ignore all that.

  • Operator

  • Your next question is from Michael Mueller with JPMorgan.

  • Michael William Mueller - Senior Analyst

  • What's the time frame to dispose of the remaining IPT sale assets?

  • Will it all be done in 2020?

  • Eugene F. Reilly - CIO

  • Michael, this is Gene.

  • We tend not to put hard deadlines on that.

  • In the current environment, I would tell you, I think we can do it fairly quickly in that time frame.

  • But we do it on the normal course of business.

  • It has to be consistent with everything else we're doing.

  • And then we have to see where the demand patterns are.

  • Sometimes you can aggregate a portfolio and move quickly.

  • In other cases, maximizing value means one-off.

  • So -- but that time frame within 2020 is probably reasonable.

  • Operator

  • And our last question comes from Manny Korchman with Citi.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • It's Michael Bilerman.

  • I had a few more, I don't know if you can address them all one at a time.

  • But just in terms of...

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • No, Michael, you can go continuously because we -- you are the last one, so you can go ahead...

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • How much time do you have?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Don't get carried away.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • So just in terms of the upside potential, squeezing more juice out of these oranges in this portfolio, you talked about -- I think Gene mentioned the 4.5% stabilized and 4.9% cap rate assuming current market rents.

  • But then when another analyst asked about the mark-to-market, you mentioned that Prologis portfolio was 17%, but these assets were similar.

  • But the difference in cap rate, 4.5% to 4.9%, is only about 8% upside on market rent.

  • So I didn't know what the difference was or what may be dragging down the yield.

  • It just -- the numbers didn't match up.

  • Eugene F. Reilly - CIO

  • It's cash, cash versus...

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Effective cap.

  • Eugene F. Reilly - CIO

  • Yes.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • So the 4.5% to 4.9% is a cash.

  • So your mark-to-market on a cash basis in the Prologis portfolio would be 8%, 9% also?

  • That 17% is a GAAP number?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • It's about 10%.

  • Eugene F. Reilly - CIO

  • So the 4.5% and the 4.9% are not precise numbers either, obviously.

  • So we were going to take it out 4 decimals and then Hamid didn't like that and...

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Michael, Hamid.

  • Michael, the other thing is that there is a difference between the hold portfolio and the sell portfolio.

  • So the hold portfolio has a bigger mark-to-market because those are stronger markets by and large, and they've had more rent appreciations.

  • But the primary difference is the cash versus GAAP number, which is about 5 points.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • And then just to go through actually on the hold portfolio, is the plan to warehouse that $800 million of assets on Prologis' balance sheet?

  • Or is the entirety of the $4 billion going into 1 or the 2 funds, and those assets will be sold out of the funds?

  • I'm just trying to understand the dynamics going on.

  • Eugene F. Reilly - CIO

  • It's the latter, Michael.

  • It's the latter.

  • Thomas S. Olinger - CFO

  • The assets will be going to the funds.

  • Any sale assets will be sold by the funds.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • By the funds, and that will just reduce your effective ownership, your contribution in those funds?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Not really, Michael, because we just -- we have a revolving line of credit that we pull up and down.

  • So we'll probably not going to pull capital out of it -- out of the funds.

  • We'll just leave it in there for future growth.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • Okay.

  • And then just wanted to come back to my original question about doing this wholly owned versus in the funds.

  • And I recognize DCT was a stock-for-stock transaction, but that didn't alleviate you from having the ability to sell DCT assets to the funds if you chose to.

  • So I'm just really trying to understand these 2 larger scale M&A transactions, one, the absolute stock-for-stock.

  • This one is a cash deal of a nontraded public REIT that you're doing for all cash.

  • I guess why was DCT all balance sheet and why was IPT a fund asset?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Good question.

  • First of all, the choice of currency is not always ours.

  • Sometimes a seller demands different kinds of currencies.

  • But yes, stock deals we do on balance sheet.

  • And to then buy a deal and then sell it to the fund, there are just too much frictional costs associated with that.

  • And oftentimes, the structuring of the transaction prevents that for some period of time.

  • So it gets complicated to do that.

  • In terms of cash transactions or cash portion of certain transactions, we're committed to do those deals, as I mentioned to you in the funds.

  • I mean that's our business model and we'll continue to do that.

  • These are, by the way, now very, very significant funds.

  • I mean you look at where USLF will be at the end of this deal.

  • It's going to be north of $12 billion.

  • You look at where our European fund PELF is.

  • It's about an $11 billion vehicle.

  • I mean these on a stand-alone basis could be some of the largest REITs out there.

  • So they have ongoing needs.

  • They're very successful vehicles.

  • And we like the fact that we have the ability to use cash and currency to address a range of opportunities.

  • Michael Bilerman - MD and Head of the US Real Estate and Lodging Research

  • Just last one just on terms of Asia and the macro environment.

  • At least coming out of Citi's earnings yesterday, there was a slowdown in loan activity out of our Asia client base, in particular, everything that's happening with China and the U.S., the Chinese corporates borrowing less money given the uncertainty going on between the 2 countries.

  • Is there anything that you're finding locally in Asia?

  • I think -- I know what's happening in the U.S., but anything in Asia that you've seen that would indicate any sort of slowdown on the industrial side?

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Okay.

  • This is going to be your last question because somebody jumped into the -- but look, China is definitely slower, but the overall -- slower than it has been for some time, and we see that on the ground.

  • But the dynamics of the industrial real estate market in China are much more driven by availability of land from the one seller that has land, the government.

  • And they've been always reluctant to supply the market with what it needs in terms of industrial land.

  • And the reason for that is that industrial users don't generate taxes, and there is no property tax system in China.

  • So they get their tax revenue based on registered capital and people don't usually register their capital where their warehouses are.

  • So there is always a shortage of land in the key markets in China.

  • So even with a more modest economic growth, there is just not enough supply of product in a lot of these markets.

  • So the strength of the industrial market is driven by domestic consumption and a shortage of industrial land.

  • Consumption for the first time slowed from the mid-teens to the high single digits.

  • So that's really important to keep in mind.

  • And by the way, my commentary about the shortage of land applies to the Tier 1, 1.5 type markets in which we operate.

  • Some of the outlying areas, you can get more land, but that's not relevant to our business.

  • And remember, the tailwind of e-commerce in all these different places where the consumption takes more space than normal consumption would have a decade ago.

  • Operator

  • Our last question comes from with Vikram Malhotra with Morgan Stanley.

  • Vikram Malhotra - VP

  • Thanks for taking the follow-up.

  • Sorry for the background noise.

  • Just one quick question.

  • Sorry if I missed this.

  • Did you change the disclosure of the same-store NOI calculation?

  • I believe you used to provide same-store revenue and expense separately.

  • Could you give us those 2 components?

  • Thomas S. Olinger - CFO

  • Yes.

  • We'll be giving those components.

  • If you look at the back of our supp, you can see the detail in order for you to calculate same-store owned and managed.

  • The SEC did their annual review of our K. We had one comment, and their one comment was that they asked us to modify our owned and managed NOI disclosure.

  • They had actually approved our disclosure quite a few years back.

  • But in light of their view around pro rata financial information, they asked us to modify this disclosure because they typically view that this was pro rata and they just asked us to modify it.

  • So we can't show you the percentage.

  • But if you look at our footnote at the back of the supp, you can calculate the percentage.

  • Hamid R. Moghadam - Chairman of the Board & CEO

  • Great.

  • Thank you, everybody.

  • Look forward to seeing you next quarter, if not sooner.

  • Take care.

  • Operator

  • This concludes today's conference call.

  • You may now disconnect.