ProLogis Q2 2009 Earnings Call Transcript

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ProLogis (NYSE:PLD)

Q2 2009 Earnings Call

July 23, 2009 10:00 pm ET


Melissa Marsden - MD of IR and Corporate Communications

Walt Rakowich - CEO

Bill Sullivan - CFO

Ted Antenucci - President and CIO

Chuck Sullivan - Head of Global Operations


Mark Biffert - Oppenheimer Company

Sloan Bohlen - Goldman Sachs

Ki Bin Kim - Macquarie

Michael Bilerman - Citi

Steve Sakwa - ISI Group

Jamie Feldman - Bank of America/Merrill Lynch

Ross Nussbaum - UBS

David Fick - Stifel Nicolaus

Brendan Maiorana - Wells Fargo

Michael Mueller - JPMorgan

Cedrik Lachance - Green Street Advisors


Good morning, my name is Jessica and I will be your conference facilitator today. I would like to welcome everyone to the ProLogis second quarter 2009 financial results conference call. Today's call is being recorded. (Operator Instructions).

I would like to turn the conference over to Ms. Melissa Marsden, Managing Director of Investor Relations and Corporate Communications with ProLogis. Please go ahead, ma'am.

Melissa Marsden

Thank you, Jessica. Good morning, everyone and welcome to our second quarter 2009 conference call. By now you should all have received an e-mail with the link to our new supplemental, but if not the documents are available on our website at under Investor Relations. This morning we will first hear from Walt Rakowich, CEO, to comment on progress relative to current initiatives and the overall environment and then Bill Sullivan, CFO, will cover results, guidance and refinancing activity.

Additionally, we are joined today by Ted Antenucci, President and Chief Investment Officer and Chuck Sullivan, Head of Global Operations.

Before we begin our prepared remarks, I would 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 ProLogis operates as well as management's beliefs and assumptions.

Forward-looking statements are not guarantees of performance, and actual operating results may be affected by a variety of factors. For a list of those factors, please refer to the forward-looking statement notice in our 10-K. I would also like to add that our second quarter results press release and supplemental do contain financial measures such as FFO and EBITDA that are non-GAAP measures and in accordance with Reg G we have provided reconciliation to those.

As we've done in the past to give a broader range of investors and analysts an opportunity to ask their questions, we will ask you to please limit your questions to one at a time.

Walt, would you please begin?

Walt Rakowich

Thanks, Melissa, and good morning everyone. There are three main thoughts that I would like to cover today. First, the progress we've made since November of last year has put the company and its future on much firmer financial footing. Our balance sheet is stronger, and we have substantially more liquidity. Second, like most observers, we expect the industrial market to continue to be rough, but with our improved financial condition and best in class portfolio, we're positioned to work our way through it, and third, we have a great deal of work still to do, but it's work we know how to do, and work that we've proven we can and will do in the months ahead.

Let me briefly recap our significant accomplishments related to the plan we laid out in November 2008. Since then, we completed more than $3.6 billion of asset sales and contributions. We raised $1.1 billion of equity, bought back over a billion dollars of bonds at a discount of about 300 million, reduced our at risk development investment by $2.2 billion and substantially funded the remainder of our development portfolio while reducing our on balance sheet debt by more than $2.9 billion.

We also have reduced our gross G&A for 2009 by $120 million and on a 2010 run rate basis by $150 million per year or 37% from 2008 levels. In addition, we're close to extending the maturity of our global line of credit which Bill will have more on shortly.

Our key priorities continue to be enhancing liquidity and reducing risk. This has to remain our focus for navigating through this environment. However, with major deleveraging progress under our belt, you will hear us talk more about further laddering out of our debt maturities, leasing our development portfolio, and addressing fund issues where they need addressing.

We also are developing a somewhat modified structure for future development activities that requires much less of the company's capital. In doing so, we will generate returns from currently unproductive land, while leveraging our development organization to serve customer needs, without putting undue pressure on our balance sheet.

In addition, we believe there will come a point at which we will be positioned to capitalize on the eventual recovery by leveraging our investment management platform and external capital sources to take advantage of opportunities. We aren't there yet, and we don't intend to be diverted from our focus on the priorities immediately ahead.

On the operational front, overall, global industrial demand remains soft. Occupancies are still declining, but at a slower pace in many areas of the world. Our overall core occupancy rate of 92.5% reflects this, down 54 basis points in Q2, compared to a reduction of 169 basis points in Q1. However, we're now seeing more significant rental rate declines, which historically lag occupancy declines by a few quarters. I should note that prior to this cycle, our lowest ever quarterly occupancy level was 90.2% in the fourth quarter of 2003, whereas we didn't see the lowest point of negative rental growth until the second quarter of 2004.

Right now, our best estimate is that market rents are down roughly 10% to 15% from last year, and 15% to 20% from peak rents in late 2007 and early 2008. Will rates decline further? Well, it is hard to say, but in all likelihood, these lower rent levels will persist throughout the balance of this year. Of course, a lot will depend on whether or not we see continued stabilization of occupancies. I do think it is interesting to note that market rents today are significantly below replacement cost rents at today's yields. Long term in our view, this is unsustainable, given the demand for new space driven by obsolescence, and the ongoing reconfiguration of global supply chains.

Other market indicators are beginning to show some additional light at the end of the tunnel. The consensus forecast calls for the US recession to have bottomed out in Q2, with positive real GDP growth resuming in Q3 or Q4. A key driver for this forecast is industrial production and inventories, both of which fell earlier this year, driving approximately one-third of the decline in GDP in Q1. In fact, US inventories have fallen four out of the last six quarters. However, global production is picking up and most people predict that inventories will need to be replenished in the second half of the year. If this happens, it will be significant for our business.

Other positive indicators we are seeing include an increase in requests for build-to-suit proposals, and of course, speculative development is virtually nonexistent.

During Q2, we had solid leasing results in our development portfolio. In total, activity picked up in late May and early June, and we ended up leasing over 5 million square feet during the quarter, bringing the leased percentage in our static 12/31 development portfolio to 54.1%, from 41.4% at the beginning of the year. As a result, we're on track toward our goal of reaching 60% to 70% leased in this portfolio by the end of the year.

You probably have noted some recent announcements we've made related to our new build-to-suit development activity. In our Q1 webcast and recent meetings, we've talked about how we're working on ways to partner with others to generate returns from our land bank. We're pleased to have recently signed some of these transactions. Yesterday, we announced the build-to-suit for Kirin Logistics, outside of Tokyo. We will build the building on land that we own and a Japanese venture partner will put up the incremental capital for development upon completion. The transaction is a way for us to pre-sell a build-to-suit to a major institutional investor and generate a return on our lands through rent and management fees after the building is complete.

In Europe, we recently announced another build-to-suit for a major global customer, where we will build a facility on our land and contribute it to PEP Fund II at a pre-committed value. Importantly, we expect these transactions to be breakeven to marginally profitable, with land included at our book basis.

We also expect to sell a number of land parcels before the end of the year. Currently, we have several transactions in the works as part of our land monetization strategy. More on this to come, but between these expected sales and the build-to-suit business we either have or expect to secure, we are hopeful to sell or begin to generate a return on $200 million to $250 million of land currently on our balance sheet by the end of this year.

As for our funds under management, we are making significant progress on all of our near-term debt maturities which Bill will cover in more detail in a moment. I'd like to note however, that we are keenly aware that some funds are better capitalized than others and we're having discussions with all of our fund partners on valuations, debt maturities, and market conditions. We believe those discussions will ultimately result in sensible solutions for all parties, but some of those solutions may take some time to sort out.

Finally, let me just say that, although we are currently focused on getting through the current cycle, we believe the steps we are taking today will also put us in a position to capitalize on future opportunities when the time is right. While the bulk of our attention is on the present, we remain mindful of our future.

Now, let me turn it over to Bill.

Bill Sullivan

Thanks, Walt. I would like to cover three topics today. First, I will recap the Q2 results and initiatives, as well as provide commentary on guidance for the year. Second, I will address the status of our recasting efforts, relative to our global line of credit, and other on-balance sheet debt maturities. Finally, I will address progress in current activities, relative to our fund debt maturities.

From a balance sheet perspective, Q2 was an extremely productive quarter for us, relative to the game plan we laid out last November. We have delevered the balance sheet by $2.9 billion since November, with $1.44 billion of that amount in the second quarter. This was accomplished principally through our follow-on equity offering of $1.1 billion in early April, and the execution of our asset sales and fund contributions of approximately $840 million, the combination of which was partially offset by our co-investment requirements, continued funding of the development portfolio, and pre-committed investments in land and land infrastructure.

Additionally, we generated $143 million of gains from buying back additional bonds and convertible debt at discounts. In total, since December, we have repurchased nearly $1.2 billion of bonds and convertible debt, generating nearly $260 million of gains and over $300 million of notional value delevering.

Finally, we also closed on approximately $400 million of secured financings in Q2.

As we stated, in our Q1 conference call remarks, 2009 is going to be quite confusing from an earnings standpoint, given the effect of our increased share count and all of the activities we are undertaking to restructure the balance sheet, generate liquidity, and address similar issues inside the funds.

Q2 held up its end of the bargain from a confusion standpoint. We generated FFO of $0.34 per share in Q2. However, there is a lot of noise in that number relative to what our core ongoing operations would produce. Netting out $0.35 per share to the upside from the gains on debt buy backs, and $0.20 per share to the down side from impairments, led to FFO excluding significant non-cash items, of $0.19 per share.

Both the $0.34 and the $0.19 per share were negatively impacted by $0.06 of unusual and/or nonrecurring charges related to ProLogis' share of loss on the sale of assets by PEPR, a realized loss on a foreign currency transaction, and costs associated with our Q2 workforce reduction.

We remain comfortable with our full year 2009 FFO guidance of $1.31 to $1.48 per share, when adjusted to the non-cash items and non-recurring charges discussed earlier.

Please remember that this per share guidance is based on our estimated full-year weighted average shares of 395 million. Taking these adjustments into account, through the first six months of 2009, we have generated FFO of approximately $338 million, or $0.86 per share.

Relative to continued liquidity activities, we have previously outlined a game plan to sell and/or contribute assets totaling $1.5 billion to $1.7 billion in 2009, of which approximately $1 billion has been realized so far.

We have incremental contribution and asset sales, targeted for Q3 and Q4, sufficient to achieve this guidance and took nearly $85 million in impairments in Q2 in anticipation of second half sales and contribution activities. These impairments represent approximately a 14.1% discount to our basis, based upon our estimated contribution values, inclusive of the 50 and 25 basis points cap rate add-on in Europe for Q3 and Q4 respectively.

This would translate to a 10% discount to basis, if we were contributing the assets at the estimated appraised values, a tough pill to swallow, but reality, given the environment in Europe at this point.

Let me now turn to the progress we have made relative to amending and extending our global line of credit. First, we have formally exercised our option under the existing line, extending the maturity to October 2010. Second, and more importantly, as we have discussed in previous communications, one of our goals for 2009 is to reduce the size and further push out the maturity on our global line.

We had targeted a size of $2 billion to $2.5 billion with a maturity in 2012. At this point, we have commitments in hand of approximately $2 billion, with an additional $100 million to $300 million potential that are in credit committee hopefully to be received this.

We’ve been working hard toward our goal and we really truly appreciate the efforts of our bank group in working with us in this current environment. At this point, we expect to conclude this process in August and expect the final extended commitment level will be in the range of $2.1 billion to $2.3 billion.

In retrospect, this will be a particularly rewarding accomplishment in this environment; candidly, much more difficult than I originally expected but an incredible outcome nonetheless.

At June 30, 2009, we had approximately $850 million outstanding under our global line of credit, inclusive of the multicurrency facility. The extended capacity under that line will be more than sufficient to eliminate our remaining 2009, 2010, and 2011 debt maturities, assuming no incremental liquidity initiatives take place. However, we have no intention of letting up at this point. We will continue our focused effort to address debt maturities through 2013, continuing to access capital through a variety of initiatives.

Excluding the global line, we have approximately $3.3 billion of debt that will mature in 2012 and 2013. This is not lost on us, and we intend to act on this expeditiously, with a target of repaying and/or extending these debt maturities by mid 2011.

Finally, let me discuss our activities and progress relative to debt maturities inside our funds. At this point, we have no remaining 2009 debt maturities other than scheduled principal payments. Notable in the fund debt maturity schedule is the extension of the Citi $411 million facility in NAIF II for five years, with an incremental two-year extension option. This extension was accompanied by an incremental investment by ProLogis of approximately $85 million. It closed on July 1, and from our perspective was a great resolution to a very difficult situation, given the current economic environment.

This incremental investment will earn a preferred return, and together with our existing capital investment, will have a priority in equity distribution.

Clearly, in this environment, some of our funds are too highly levered. We have been, and will continue to work through those issues. For the immediate future, we are heavily focused on dealing with the 2000 debt maturities of nearly $3.1 billion, and are making very good progress.

For discussion purposes, let me address the 2010 maturities in three buckets. First, we have approximately $390 million of secured debt in six different US funds that mature in 2010. We are in active discussions on each of these with lenders and fund partners and have a goal to close on refinancing and/or extensions on each of these by year-end 2009. One or more of these may require a modest incremental investment from both we and our fund partners, but at this point we do not anticipate this to be a material amount.

We have approximately $1.2 billion or €880 million, outstanding, under our PEP II bank line which matures in May, 2010. We are in active discussions with this bank group to extend this maturity for one year to provide some cushion while we implement on a longer term secured debt financing. We expect to execute on this extension in Q3.

Regardless of the extension, we have five separate financings, totaling approximately €340 million that have been Credit Committee approved and are in final due diligence and documentation. We have an additional four financing, totaling approximately €230 million in the early but active stage at this point. One more arrow in our quiver relative to the debt of PEP II is the ability to draw down on what will be approximately €640 million of unfunded equity commitments, following plan contributions for 2009.

Finally, we have approximately $1.47 billion or €1.05 billion of debt inside PEPR, which matures in 2010. These maturities are associated with three distinct financings. The first is a €151 million secured bank deal, with Hypo Real Estate.

We will pay down approximately €25 million on this from cash on hand, and have executed all documentation on a three-year extension for the remaining €126 million. This pay-down and extension is expected to be accomplished within the next 10 to 30 days.

We have €524 million of CMBS debt that matures in May, 2010. We are hopeful of paying down this debt prior to yearend 2009, through a combination of cash flow from operations, crystallization of a hedge gain and a variety of secured debt financings that are currently active. The first of these totaling £86 million or €100 million will close this week. There are seven other financing packages totaling over €650 million in various stages of review, approval and documentation.

Finally, after utilizing the majority of the proceeds from the asset sales, concluded in Q2, to pay down a portion of the bank line, there are €380 million outstanding under PEPR’s bank line that matures in December, 2010. We have initiated preliminary discussions with lead banks on extending this facility, while we implement on our longer-term deleverring and debt refinancing strategy.

It is our intent to repay this line, through cash from operations, excess secured debt proceeds, following the repayment of the CMBS debt, and other strategic initiatives, which may include incremental asset sales, as well as an issuance of incremental capital. PEPR is in discussion with regulatory authorities regarding a conversion from an FCP structure to a C-cap structure, which would facilitate its ability to issue new capital.

In closing, let me just say, that I think we have accomplished an incredible amount in the last six months. Probably even more than we thought possible. We have no intention of stopping at this point. The capital markets have opened up substantially since the beginning of the year, but are still tenuous at best. Therefore we intend to continue to aggressively pursue and attack all opportunities to de-lever and de-risk both ProLogis and our funds.

With that, let me turn it back to Walt to wrap up.

Walt Rakowich

Thank you, Bill. Before we open it up for questions, let me leave you with three final points and I will be brief. First, over the last nine months, we've created $5 billion of liquidity and paid down close to $3 billion of debt. We have proven we can execute in a tough environment.

Second, our work is not done. We're a stronger company today, but market conditions are still tough. We're likely to remain that way for a while. However, we know we have to do, and we are mono-focused on the continued execution of our plan.

Finally, the steps we're taking today will put us in a great position tomorrow, when the time is right to invest. We're not quite there yet, but we are mindful of our future. Nine months ago, we told you not to trust us, just watch us. In this market, very few people trust, so keep watching us, as we think that you will continue to like what you see.

Operator, we're able to open it up for questions.

Question-and-Answer Session


(Operator Instructions) Our first question comes from Mark Biffert with Oppenheimer Company. Your line is open.

Mark Biffert - Oppenheimer Company

Ted or Walter, I was wondering if you could comment on the leasing environment a little bit more. The pace of your leasing of roughly 13 to 14 million square feet during the quarter is accelerated over the first quarter. I'm just wondering if you're seeing trends improve. Have rents fall in to a level where you're seeing that the demand come back to the market? Who are the types of tenants, as well as have you adjusted your credit terms in terms of allowing in lower type credit tenants to come into the portfolio, just to fill space?

Ted Antenucci

Mark, I will do the best. I can in answering all of the questions, but I may miss one or two. We saw an increase in the velocity on leasing at the end of May and June. Early in the year there was a lot of wait and see. I think it is still a slower environment than it was in 2008 and 2007, certainly. Definitely appears to be improving compared to the first quarter, in the first couple of months in the second quarter.

So, we're seeing a pickup. Rents are certainly down. It’s a competitive environment. Occupancy levels are down, but down at a lesser pace than Q2, than they were in Q1. I think in general credit of most companies has deteriorated over the last 12 months. We're not doing a lot of marginal credit deals. We are not having to, to stretch on that. It is similar to what it was in the past. I don't see any significant change in the way that we're looking at or underwriting. We're certainly mindful of TIs and commissions on deals, where companies don't have great credit.

We are seeing a slight a lot of discussions toward longer-term leases. Although, so far, we have been doing shorter-term leases, but it appears that some of the customers are anticipating that we are getting toward down at the lower levels in rent and wanting to lock in those lower rents for a longer period of time. That appears to be a trend that we might see through the balance of this year.

Walt Rakowich

Chuck, would you like to add anything to that?

Chuck Sullivan

Mark, with regard to the credit of the customers, we are still as rigorous, or more rigorous than we have been in the past, of paying close attention to them. They're looking for an economic transaction, and we are very cautious about how we are structuring those deals, per Ted's comment.

It’s the lot of the activity, you’ve asked a question about the types of customers we are seeing, and it continues to be driven by third-party logistics activity, as companies are trying to drive costs out of their supply chain. On a global basis, they're actually looking to essentially shop around and look, and that’s actually quite a good thing. You see activity levels in the market, they had kind of dropped precipitously in Q4, and now, they’ve increased, and they’re moderate.

Walt Rakowich

Mark, I’d add one last comment to this, and that is that, look, it’s funny, we have done a 15-year analysis for this thing is, GDP goes, so does our business in the US. Now, our business is driven more by other factors out side of the US, obsolescence, and a switch from ownership to leasing and the like.

In the US, as GDP goes, so does our business. I think if we see a pick up in GDP in Q3 and Q4, I do believe that we will continue to see occupancies moderate to the down side, meaning that we won't see as much a decline. Who knows, but one quarter doesn't make a year, but that's what we're beginning to see.

I think also, you should be -- we should caution you that I think for the next couple of quarters, we're going to continue to see rents decline, unfortunately, at the same levels, maybe even greater. I don't know then what we've seen in the second quarter, because that always follows the occupancy declines and frankly, I think there was a little fear in the market in Q1 and Q2, particularly Q2, as to how long this is going to last, landlords are dropping their rents and making sure that they solve for occupancies, which is the right thing do to do. I think you may see the negative rental growth persist for some time. Certainly through the balance of this year, to be balanced about it.

Hopefully we will see a little bit better uptick more in the Q3 and Q4 driven by GDP. We are beginning to see it a little bit now and we are hopeful that that will begin to moderate the occupancies on the downside. Long answer to your question.


The next question comes from the line of Sloan Bohlen with Goldman Sachs. Your line is open.

Sloan Bohlen - Goldman Sachs

Good morning, guys. Just a question for Walt and Bill. Walt, with your comments on that you can expect negative rental growth for a while here, could you reconcile that with where you guys stand on your covenants right now?

Then as a related question, for Bill, are those covenants expected to be the same set of covenant requirements for the extended credit facility? If you could talk to rate, I do not know if it's too early to talk to rate on the new facility?

Walt Rakowich

Let me make one comment before Bill's comments on the covenants. I mean, we have sort of run some sensitivity analysis internally and if you had, let's say 2% or 3% occupancy decline, okay, and let's say you had consistent 15% rental declines for three years, okay. In our portfolio, you're only turning 50% of that portfolio in a three or four-year period of time, and call it 67% in a five or six-year period of time, all right.

So literally in three years, if you had that for three consecutive years, 3% occupancy decline that held that way, and a 15% per year of all of your rents falling, you would still only have a about a 10% NOI decline. It takes a long time for NOI to really, really decline to the extent that you are killing your covenants. So, Bill, you may want to comment on that. You got to put that numerically, you got to put things into perspective.

Bill Sullivan

You might add, Walt, just before this closure, when we hit bottom it takes a little bit of time to recapture too.

Walt Rakowich


Bill Sullivan

On the global line, I do not want to get into a lot of specifics on the terms and conditions of that. That is part of our agreement is that, until that deal is closed, we won't get into the detailed terms and what not. I think, we have already said, I think we talked about it at NAREIT and before is what we were looking for. The only significant change I think to the covenant inside the global line is, we are dropping the debt coverage ratio to 1.5 from 1.75. So that is a good thing in this environment.

We've stress-tested our models for future operations against our covenants and we feel pretty good. We feel real good relative to what may be a protracted sort of weak environment. So that's fine. We have also said look, we're going to have a matrix of -- on the debt rate, on the spread on that thing relative to our bond covenants, or relative to our credit ratings. At this point, I’d suspect that we fall into somewhere around the 3% to 3.25% over, on the rate, via that matrix, and one of our focuses, over the next 12 to 18 months, is to sit down with the rating agencies and continue to hammer on the progress, we’ve made and hopefully get those ratings up.


Our next question comes from Ki Bin Kim with Macquarie. Your line is open.

Ki Bin Kim - Macquarie

Just to follow-up on your leasing comments. As you roll over a 2010 leases, which are probably higher rent leases, what kind of rental mark-to-market can we expect to see?

Walt Rakowich

Chuck, you want to talk about mark-to-market?

Chuck Sullivan

Somewhere along the line of Walt's comment with regard to how you roll the rents down. We earlier in the discussion, we talked about peak to troughs 10% to 15%. You look at the roll downs and you look at the rents that are in place in 2010. Essentially they’re not substantially higher than the rents that are in place in 2009 today, if you look at sub in pages on 5.1 and 5.2 in the core and investment management portfolio. So, essentially if you roll those rents down by say current negative rental rate growth of about 12%, you’re still looking at a 15% of the entire portfolio in the roll, and it’s not terribly significantly impacting NOI at that point.

Walt Rakowich

One thing I want to comment on, and that is that, I made the comment in my remarks, IT replacement cost rents today, or rents that, market rents are probably in the neighborhood of 25% to 30% below replacement cost rents. If you take, building a new building and take whatever yield that you want to slap on it, you're going to find that you simply can't build that building today and make economic sense of it.

So, if you believe that there is going to be net demand, longer term, one of two things have to happen, either replacement costs have to precipitously fall and they may fall, but I don't think they’re going to fall 30%, or rents are going to have stabilize and at some point in time begin to come back up and the interesting thing is that we're seeing net demand in the market.

I shouldn't say that yes, because you still have negative absorption, but we're seeing net demand in terms of companies needing new and more efficient facilities. We are seeing it in Europe. We're seeing in Japan. You saw the build-to-suit press releases that we put out.

I think to the extent that we do see that more and more in the future that will have a stabilizing effect on the rents and longer term, we think that rent levels, where they are today are unsustainable. So, while everybody wants to mark everything in to market today, the entire portfolio doesn't turn, but for a seven or eight year period of time. I just don't think any of us believe that the rents that we've got in place today will all get mark to that number.


The next question comes from Michael Bilerman with Citi. Your line is open.

Michael Bilerman - Citi

Ted, can you expand a little bit on the development leasing you guys have done, an unbelievable job at really filling the space in the development pipeline since the end of the last year and reducing that risk. You talked a little about the type of leasing that you are doing there and how that impacted what your expectation is for your stabilized yield.

You look in your supplemental in appendix A page 6, you are targeting about $78 million, it looks like on a quarter so call it and over $300 million in terms of NOI. We're getting it correctly, which translate just south of an eight yield. If I'm just trying to piece everything together in terms of how you are leasing that development, how much capital you are putting in, the term of those leases and whether there is major differences between that and what you are doing in the core?

Bill Sullivan

Michael, I don't think there are major differences between what we're doing on the development pipeline and the core. On the core, we've got renewal, and typically on renewal sometimes you don’t end up. It’s not quite as competitive of an environment in the rent, don't typically go as low. There is motivation on both parties in that case, where the customer doesn't necessarily want to move and there are costs associated with they’re moving in. You strike a little bit better balance in terms of rent.

On the development portfolio, we are focused on leasing it up and we are trying to get ahead of it. In general if you take a look at everything we've done as a company, we are trying to get ahead of things. We got a big wake up call at the end of last year. We have acted diligently on all fronts to get ahead of the curve. So, we have been aggressive on leasing. That’s certainly means our yields are less than, what we had originally anticipated, but still acceptable.

Our yields we anticipate will certainly be south of eight on the remaining development pipeline. The pace of leasing, we hope to maintain. At some point you get kind of toward the end of the leasing of those particular properties, and you will end up with smaller units that are more specific to any given size, and it maybe will slow down a little bit. I think the pace that we're going at right now is a good solid pace.

We hope to maintain it for a few more quarters and then at the very tail end, it might slow down a little bit. We are making good progress; we are really pleased with what transpired in the second quarter. Our people are doing a great job around the world, and we have definitely got them focused and motivated on getting space leased.


Our next question comes from Steve Sakwa with ISI Group.

Steve Sakwa - ISI Group

Just wanted to ask a question about the land, I think if you look between March and June, your land balance actually went up, which seems to, I guess go somewhat in contradiction to the monetization policy. So, can you maybe just explain why the balances went up, and how you see that land balance trending over the next couple of years?

Bill Sullivan

Yes, Steve, let me address that. We went up, the land balance went up about $182 million quarter-over-quarter. About $82 million of that was FX. So there was, call it $100 million of actual net investment activity. That had a lot of ins and outs but about $56 million of that $100 million that related to pre-committed parcels that were under contract, etcetera. We have talked about that early on the year that, we have some of this coming down.

As we started a building, and as we completed acquisitions on land, we had about $18 million that was in the form of other assets and deposits. Once we completed the final acquisition of the land, had to move to the land bank itself, and then there was about $30 million of infrastructure costs again, that were sort of pre-committed, etcetera.

As we look forward, we are hopeful that there maybe a little bit left to spend in terms of some pre-committed land, but we are not buying land to build up the land bank. At this point everything that we have spent so far was sort of committed contractually. We have actually, we eliminated a fair amount of that, but you couldn't eliminate the whole thing. So of the 182 about 100 was actual net increase. That pace will not be seen again and about 82 was FX.


Our next question comes from the line of Jamie Feldman with Bank of America/Merrill Lynch. Your line is open.

Jamie Feldman - Bank of America/Merrill Lynch

Thank you very much and good morning. I was hoping you could provide a little bit more color on your discussions with your fund partners, kind of as the panic has subsided and how they are thinking about their liquidity needs toward the end of the year?

Walt Rakowich

Well, Jamie, every single fund is different, obviously and some of the funds, particularly the open-ended funds that we've got right now in Europe, we still have equity. Bill mentioned at the end of the year we think we will have €650 million of equity left and we will likely use. Certainly a piece of that will be used to pay down debt. It is all available to pay down debt. We also have about a little over $200 million in the US open-ended funds which could be used to pay down debt.

In all of those discussions with those open-end partners and the advisory council, I would say that pretty much people are on board, if there is excess cash to use it to pay down debt and they try to use this opportunistically if we can. It is interesting, I think that the conversations, if we would have had the same conversations in the third and fourth quarter of last year, people would have been a little more skittish, but I think people now are of the opinion that they want to take a long-term view in this whole thing and they are willing to use some cash to pay down some debt and make sure that the fund is in a strong position.

I would say that the conversations that we are having with the -- sort of the funds where there are single investors, generally speaking, it is the same thing. To the extent that there is a debt maturity and we feel like we've got to balance it out a little bit and put a little bit more equity into it. We had had pretty successful conversations with those fund partners as well.

Every one is little bit different. They are not all, in fact, that said, the majority of the funds are actually in very good shape today, but people are of the mindset, let's think about it long term, let's not overreact, let's pay down some debt and let's move forward. I would say in general, that has been sort of the underlying tone of our conversations that we have had with the investors.


Our next question comes from the line of Ross Nussbaum with UBS. Your line is open.

Ross Nussbaum - UBS

A question on the global line. With respect to the $2.1 billion to $2.3 billion of commitments you are ultimately expecting, how many banks ultimately decided not to participate versus how many actually reduced their prior commitments? Can you give us a sense of what the fees are on the new line, as well as the fees that are getting paid on the tempered extension and how those are being accounted for?

Bill Sullivan

Well, Ross I can't get into the details on the fees and what not. That’s all part of our agreement, but until the deal closes, we don't talk about the specific terms. The only significant bank that chose not to participate was yours. So, UBS was the only bank that size that chose not to participate in the line. We obviously lost some of the Chinese banks that was expected in that process, but most everybody. We actually have two major new banks coming into the line, both at $100 million or north. So, we are very, very pleased with where this ended up.


Our next question comes from David Fick with Stifel Nicolaus. Your line is open.

David Fick - Stifel Nicolaus

Two part balance sheet-related question. Did the North American asset sale close and is that reflected in the balance sheet at quarter end? What do we then do with NOI going forward, as it relates to this asset sale? What’s the right run rate?

The second part of the question is, given the JV contribution 10% applied to apparent loss that Ted discussed. What are we to think about the balance of the portfolio, both inside the funds and on the balance sheet in terms of value verifications?

Bill Sullivan

Well, first of all that the asset sale that we disclosed did in fact close. So, those are reflected in the balance sheet. If you want to think about the run rate, David, and I know you guys will start doing a lot of math and what not, but we disclosed that overall, those sales took place at about an 8.9% effective cap rate. So, if you look at the asset sales, I want to take that type of return off of what would be about two-thirds run rate for the quarter. That would probably be one way to look at it.

The other side of that is, that we also have a fair amount of lease-up particularly in May and June. So, you're seeing very little impact from that and so you got to add that in. I hate to say it. I’d probably wait a quarter or two and watch things settle down, to gets you pure run rate. That's the way I’d start thinking about that. What was the second half of that?

Walt Rakowich

Operator, can you allow David to repeat the second question, because I didn't really understand it.


Sure. It will be one moment, please.

Walt Rakowich

Dave, could you repeat that for us? Please.

Bill Sullivan

Hey, David, while I wait for to you get back on, if you look at the income from (inaudible) on page 2.2 that will give you a run rate for the disposed assets.


Mr. Fick's line is reopened.

Walt Rakowich

David, go ahead.

David Fick - Stifel Nicolaus

Thank you. The question related to the implied 10% after the discount on the asset sales in to funds. What are we to make of that with respect to valuing the balance of your portfolio and the fund portfolio?

Walt Rakowich

The cap rates, particularly in Europe, and a little bit in Mexico have risen. So, we are I guess more focused this year. On liquidity in achieving the targets that we laid out for that, and we talked in recent months about the fact that we’d be prepared call it up to a 9% cap rate or thereabouts to take the loss if it so came about and contribute the assets. I don't think that any of us feel that things are going to settle down here or there in that respect. So, I'm not sure it has an overall implication for the portfolio worldwide. Ted, I know you really want to.

Ted Antenucci

Yes, David. We spent a lot of time actually preparing for value questions, and there is really two ways to look at the value. Well, there’s probably more than two, but two as we are looking at it. One is the short-term and what’s the value today. What’s the value of these assets over time. We're not in any sort of liquidation mode and therefore the value today is a point in time is probably not the point in time that I pick to try and monetize the whole lot of assets. We are doing what we need to do. So, far we feel really good about what we’ve monetized and the value we have monetized in.

At this point contributing buildings in Europe at 10% to 15% discount to cost with a look-back at the end of 2010 to that value, where we get upside to the extent of the value as higher at the end of 2010 then we contributed at, makes sense to us. We are recycling the capital. We get another bite at the apple on value. If you pick a point in time, there is a decent subset of assets at least in Europe that you can look at it and say, yes, the percentage of our pipeline that’s in Europe, if you have to contribute it all right now, that’s probably a fair way of looking at it. Certainly I think we would say that a similar type of discount applies to North America.

In Asia, we continue to do really well. I mean in Asia, we are not leasing solid, we were not seeing rental declines, of any substance. In fact for the most part, we are meeting our performance in Asia. Cap rates have moved a little bit, but I don't think at this point any of us anticipate that there would be losses in Asia if we were to contribute properties to a fund.


Our next question comes from Brendan Maiorana with Wells Fargo.

Brendan Maiorana - Wells Fargo

Hi, good morning. It's Brendan Maiorana. The question is, if I look at the level of cash flow that your assets generate compared to your overall level of debt. It seems to me to bring that ratio in line with some of your peers would require not only leasing up the development pipeline, where you have made good progress, but also extracting value from the land bank, whether it be through asset sales or some how generating a return on the land bank.

Just wondering how you think about the timing of generating some type of return from the land bank or selling that down when you talked about some initiatives that you have done thus far, but just wondering how we should think about the timing of extracting value on the land bank?.

Ted Antenucci

Brent, this is Ted. I will start with an answer and Walter and Bill might add on. Our current major focus has been related to our balance sheet and leasing of our development portfolio. We have made great progress on those two things. We are starting to, at least I am, and a few others, to turn our focus to monetizing the land bank.

We have announced a couple of build-to-suit deals. Those are with the intent of monetizing some land. We have got some land sales that we are negotiating as we speak. It is not a robust land to market right now, but it is interesting, if you have got parcels in multiple markets throughout the world, at any given point in time, somebody somewhere is going to need land for some purpose.

Sometimes I just mean there is party wanting it for something , if sometimes a user if he needs this for a particular use or they have a specific requirement relative to building a location, and because we are in a so many markets through out the world, we are seeing some of those opportunities. We are trying to position ourselves to capitalize on them.

I think this year we are hopeful that we can monetize approximately 200 million worth of land through either development or through -- and all of those developments for the most part are pre-committed takeouts at a pre-committed pricing. .So we are not taking cap rate risk. Or through land sales, and we think that pace will accelerate. I mean we are in one of the toughest markets any of us have experienced and to be able to have that, those types of opportunities, we feel really good about. So I would anticipate that next year we would be able to monetize quite a bit more, and the following year more and so on and so forth.

So we're looking at our land bank as a five-year monetization plan or not -- maybe three years, maybe five years, and maybe six years, but somewhere in that time frame, and we are working hard toward monetizing it and I think you will start seeing progress on that as you so see in leasing and some of the other things that we focused on.

Walt Rakowich

Brent, just on the pipeline and I don't know if you ever asking this too, but our goal is at the end of the year the development pipeline is completed and will be completed 60% to 70% by the end of the year and by the end of next year, some place in the 90% type range. So that's our goal there. That's got a lot more shorter timeframe associated with it. Operator, we could take two more questions.


The next question comes from Michael Mueller with JPMorgan.

Michael Mueller - JPMorgan

A follow-up question to one of the prior questions, but if we're looking at asset sales, I think you're talking about outside of the China and Japan fund interest sales of $1.5 billion to $1.7 billion. Can you give us a sense as to what you are thinking about in terms of how that expense a lot as you move toward 2010?

Bill Sullivan

Michael, at this point we've identified the sort of level of asset sales that we expect to complete this year after sales and contributions we get about another $600 million or so worth of contributions in asset sales with probably call it $450 million of that being contributions and 150 being asset sales.

Post-2009 there is no specific target or game plan on incremental asset sales beyond that and so, we will look at. Again one of the things that we will look at relative to the balance sheet etcetera, is what levers are available to continue to focus on debt maturities, debt pay down, etcetera, but at this point we sort of like the NOI.

Walt Rakowich

In addition, Michael, we are fortunate and that we do have our funds committed to taking us out of our development pipeline until the middle of 2010. So, at the end of this year we will take a look at it, we will see what makes sense, set goals. We do have that opportunity there both in Mexico and in Europe.


The next question comes from Cedrik Lachance with Green Street Advisors.

Cedrik Lachance - Green Street Advisors

Two quick balance sheet questions, I guess. The first one is, have you been able to, or have you looked into tapping the unsecured bond market of late? The other one is in regards to the continuous equity offering program that you announced a couple of months ago. Just wondering how much equity has been raised from that and what is your plan going forward?

Bill Sullivan

Let me touch on both of those, Cedrik. Since the unsecured market really opened up, back in call it late March or early April, for REITs, we are looking at it every day, for all intents and purposes. Our CDS has come in tremendously in the last three months, and if you ask me, had we chosen to tap at in late March or early April.

We probably would have done a 10-year deal at somewhere around twelve and a half, and today, it might be under 10. Our CDS came in this morning about 25 bps. So, we are looking at it. We are evaluating it. We are particularly looking at should we tap it in what maturities, et cetera, et cetera.

It’s one of those opportunities that we have to extend maturities, and refinancing debt and I suspect we’ll take advantage of it hopefully at some point, later this year, and into 2010 and beyond. Right now, I think we have gained so far the benefit of having waited a bit.

In terms of the continuous equity offering, we haven't utilized that program so far this year. That’s again is one of those things what we will look at from time to time, whether it makes sense to tap that and utilize that. That’s one more level or arrow in our quiver in terms of the deleveraging strategy. We have had it in place for many years, that's why we re-instituted it, following its sort of maturity in March, and so we will take a look at that, as the time goes on.

Walt Rakowich

Okay. Thanks, Cedrik. Thank you, everybody for being on the call. We appreciate it. We look forward to more results in this upcoming quarter and next quarterly call. Thanks, everybody, again.


Thank you for participating in today's ProLogis second quarter 2009 financial results conference call. This conference call will be available for replay beginning today at 1:00 PM Eastern Standard Time through 11:59 PM Eastern Standard Time on Thursday, August 6, 2009. To access this replay you may dial 1-800-642-1687 in the United States, or area code 706-645-9291 internationally. The replay passcode is 16022761. Again, that replay passcode is 16022761. Thank you. You may now disconnect.

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