|
Maryland
|
45-4549771
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
50 Rockefeller Plaza
|
|
New York, New York
|
10020
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page No.
|
PART I − FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 4.
Controls and Procedures
|
||
|
|
|
PART II − OTHER INFORMATION
|
|
|
Item 6.
Exhibits
|
||
|
W. P. Carey 3/31/2016 10-Q
–
1
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Real estate, at cost (inclusive of $883,703 and $923,253, respectively, attributable to variable interest entities, or VIEs)
|
$
|
5,350,924
|
|
|
$
|
5,309,925
|
|
Operating real estate, at cost (inclusive of $43,135 and $42,472, respectively, attributable to VIEs)
|
80,224
|
|
|
82,749
|
|
||
Accumulated depreciation (inclusive of $81,918 and $75,271, respectively, attributable to VIEs)
|
(414,623
|
)
|
|
(381,529
|
)
|
||
Net investments in properties
|
5,016,525
|
|
|
5,011,145
|
|
||
Net investments in direct financing leases (inclusive of $62,387 and $61,454, respectively, attributable to VIEs)
|
753,746
|
|
|
756,353
|
|
||
Assets held for sale
|
3,747
|
|
|
59,046
|
|
||
Net investments in real estate
|
5,774,018
|
|
|
5,826,544
|
|
||
Equity investments in the Managed Programs and real estate
|
281,546
|
|
|
275,473
|
|
||
Cash and cash equivalents (inclusive of $12,016 and $12,382, respectively, attributable to VIEs)
|
267,064
|
|
|
157,227
|
|
||
Due from affiliates
|
61,548
|
|
|
62,218
|
|
||
In-place lease and tenant relationship intangible assets, net (inclusive of $214,233 and $214,924, respectively, attributable to VIEs)
|
856,496
|
|
|
902,848
|
|
||
Goodwill
|
680,043
|
|
|
681,809
|
|
||
Above-market rent intangible assets, net (inclusive of $80,314 and $80,901, respectively, attributable to VIEs)
|
460,422
|
|
|
475,072
|
|
||
Other assets, net (inclusive of $36,613 and $37,161, respectively, attributable to VIEs)
|
322,114
|
|
|
360,898
|
|
||
Total assets
|
$
|
8,703,251
|
|
|
$
|
8,742,089
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Non-recourse debt, net (inclusive of $449,187 and $439,285, respectively, attributable to VIEs)
|
$
|
2,247,993
|
|
|
$
|
2,269,421
|
|
Senior Unsecured Notes, net
|
1,501,281
|
|
|
1,476,084
|
|
||
Senior Unsecured Credit Facility - Revolver
|
564,600
|
|
|
485,021
|
|
||
Senior Unsecured Credit Facility - Term Loan, net
|
249,790
|
|
|
249,683
|
|
||
Accounts payable, accrued expenses and other liabilities (inclusive of $92,403 and $97,441, respectively, attributable to VIEs)
|
281,844
|
|
|
342,374
|
|
||
Below-market rent and other intangible liabilities, net (inclusive of $45,572 and $45,850, respectively, attributable to VIEs)
|
132,363
|
|
|
154,315
|
|
||
Deferred income taxes (inclusive of $6,872 and $8,020, respectively, attributable to VIEs)
|
88,935
|
|
|
86,104
|
|
||
Distributions payable
|
103,990
|
|
|
102,715
|
|
||
Total liabilities
|
5,170,796
|
|
|
5,165,717
|
|
||
Redeemable noncontrolling interest
|
965
|
|
|
14,944
|
|
||
Commitments and contingencies (
Note 12
)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
W. P. Carey stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 450,000,000 shares authorized; 104,866,351 and 104,448,777 shares, respectively, issued and outstanding
|
105
|
|
|
104
|
|
||
Additional paid-in capital
|
4,295,469
|
|
|
4,282,042
|
|
||
Distributions in excess of accumulated earnings
|
(786,217
|
)
|
|
(738,652
|
)
|
||
Deferred compensation obligation
|
60,550
|
|
|
56,040
|
|
||
Accumulated other comprehensive loss
|
(171,903
|
)
|
|
(172,291
|
)
|
||
Total W. P. Carey stockholders’ equity
|
3,398,004
|
|
|
3,427,243
|
|
||
Noncontrolling interests
|
133,486
|
|
|
134,185
|
|
||
Total equity
|
3,531,490
|
|
|
3,561,428
|
|
||
Total liabilities and equity
|
$
|
8,703,251
|
|
|
$
|
8,742,089
|
|
|
W. P. Carey 3/31/2016 10-Q
–
2
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
|
|
|
||||
Owned Real Estate:
|
|
|
|
||||
Lease revenues
|
$
|
175,244
|
|
|
$
|
160,165
|
|
Lease termination income and other
|
32,541
|
|
|
3,209
|
|
||
Operating property revenues
|
6,902
|
|
|
7,112
|
|
||
Reimbursable tenant costs
|
6,309
|
|
|
5,939
|
|
||
|
220,996
|
|
|
176,425
|
|
||
Investment Management:
|
|
|
|
||||
Reimbursable costs
|
19,738
|
|
|
9,607
|
|
||
Asset management revenue
|
14,613
|
|
|
11,159
|
|
||
Structuring revenue
|
12,721
|
|
|
21,720
|
|
||
Dealer manager fees
|
2,172
|
|
|
1,274
|
|
||
Other advisory revenue
|
—
|
|
|
203
|
|
||
|
49,244
|
|
|
43,963
|
|
||
|
270,240
|
|
|
220,388
|
|
||
Operating Expenses
|
|
|
|
||||
Depreciation and amortization
|
84,452
|
|
|
65,400
|
|
||
Reimbursable tenant and affiliate costs
|
26,047
|
|
|
15,546
|
|
||
General and administrative
|
21,438
|
|
|
29,768
|
|
||
Property expenses, excluding reimbursable tenant costs
|
17,772
|
|
|
9,364
|
|
||
Restructuring and other compensation
|
11,473
|
|
|
—
|
|
||
Stock-based compensation expense
|
6,607
|
|
|
7,009
|
|
||
Property acquisition and other expenses
|
5,566
|
|
|
5,676
|
|
||
Dealer manager fees and expenses
|
3,352
|
|
|
2,372
|
|
||
Subadvisor fees
|
3,293
|
|
|
2,661
|
|
||
Impairment charges
|
—
|
|
|
2,683
|
|
||
|
180,000
|
|
|
140,479
|
|
||
Other Income and Expenses
|
|
|
|
||||
Interest expense
|
(48,395
|
)
|
|
(47,949
|
)
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
15,011
|
|
|
11,723
|
|
||
Other income and (expenses)
|
3,871
|
|
|
(4,306
|
)
|
||
|
(29,513
|
)
|
|
(40,532
|
)
|
||
Income before income taxes and gain on sale of real estate
|
60,727
|
|
|
39,377
|
|
||
Provision for income taxes
|
(525
|
)
|
|
(1,980
|
)
|
||
Income before gain on sale of real estate
|
60,202
|
|
|
37,397
|
|
||
Gain on sale of real estate, net of tax
|
662
|
|
|
1,185
|
|
||
Net Income
|
60,864
|
|
|
38,582
|
|
||
Net income attributable to noncontrolling interests
|
(3,425
|
)
|
|
(2,466
|
)
|
||
Net Income Attributable to W. P. Carey
|
$
|
57,439
|
|
|
$
|
36,116
|
|
|
|
|
|
||||
Basic Earnings Per Share
|
$
|
0.54
|
|
|
$
|
0.34
|
|
Diluted Earnings Per Share
|
$
|
0.54
|
|
|
$
|
0.34
|
|
Weighted-Average Shares Outstanding
|
|
|
|
||||
Basic
|
105,939,161
|
|
|
105,303,679
|
|
||
Diluted
|
106,405,453
|
|
|
106,109,877
|
|
||
|
|
|
|
||||
Distributions Declared Per Share
|
$
|
0.9742
|
|
|
$
|
0.9525
|
|
|
W. P. Carey 3/31/2016 10-Q
–
3
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net Income
|
$
|
60,864
|
|
|
$
|
38,582
|
|
Other Comprehensive Income (Loss)
|
|
|
|
||||
Foreign currency translation adjustments
|
14,033
|
|
|
(114,080
|
)
|
||
Realized and unrealized (loss) gain on derivative instruments
|
(11,775
|
)
|
|
26,818
|
|
||
Change in unrealized gain on marketable securities
|
—
|
|
|
14
|
|
||
|
2,258
|
|
|
(87,248
|
)
|
||
Comprehensive Income (Loss)
|
63,122
|
|
|
(48,666
|
)
|
||
|
|
|
|
||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
||||
Net income
|
(3,425
|
)
|
|
(2,466
|
)
|
||
Foreign currency translation adjustments
|
(1,870
|
)
|
|
5,143
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
(5,295
|
)
|
|
2,677
|
|
||
Comprehensive Income (Loss) Attributable to W. P. Carey
|
$
|
57,827
|
|
|
$
|
(45,989
|
)
|
|
W. P. Carey 3/31/2016 10-Q
–
4
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2016
|
104,448,777
|
|
|
$
|
104
|
|
|
$
|
4,282,042
|
|
|
$
|
(738,652
|
)
|
|
$
|
56,040
|
|
|
$
|
(172,291
|
)
|
|
$
|
3,427,243
|
|
|
$
|
134,185
|
|
|
$
|
3,561,428
|
|
Shares issued to a third party in connection with the redemption of a redeemable noncontrolling interest
|
217,011
|
|
|
1
|
|
|
13,418
|
|
|
|
|
|
|
|
|
13,419
|
|
|
|
|
13,419
|
|
||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
90
|
|
|
90
|
|
||||||||||||||
Exercise of stock options and employee purchases under the employee share purchase plan
|
180
|
|
|
—
|
|
|
6
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
6
|
|
||||||||||||
Grants issued in connection with services rendered
|
190,083
|
|
|
—
|
|
|
(6,662
|
)
|
|
|
|
|
|
|
|
(6,662
|
)
|
|
|
|
(6,662
|
)
|
||||||||||||
Shares issued under share incentive plans
|
10,300
|
|
|
—
|
|
|
(690
|
)
|
|
|
|
|
|
|
|
(690
|
)
|
|
|
|
(690
|
)
|
||||||||||||
Deferral of vested shares
|
|
|
|
|
(4,262
|
)
|
|
|
|
4,262
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
9,814
|
|
|
|
|
|
|
|
|
9,814
|
|
|
|
|
9,814
|
|
||||||||||||||
Redemption value adjustment
|
|
|
|
|
561
|
|
|
|
|
|
|
|
|
561
|
|
|
|
|
561
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(6,084
|
)
|
|
(6,084
|
)
|
||||||||||||||
Distributions declared ($0.9742 per share)
|
|
|
|
|
1,242
|
|
|
(105,004
|
)
|
|
248
|
|
|
|
|
(103,514
|
)
|
|
|
|
(103,514
|
)
|
||||||||||||
Net income
|
|
|
|
|
|
|
57,439
|
|
|
|
|
|
|
57,439
|
|
|
3,425
|
|
|
60,864
|
|
|||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
12,163
|
|
|
12,163
|
|
|
1,870
|
|
|
14,033
|
|
|||||||||||||
Realized and unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
(11,775
|
)
|
|
(11,775
|
)
|
|
|
|
(11,775
|
)
|
||||||||||||||
Balance at March 31, 2016
|
104,866,351
|
|
|
$
|
105
|
|
|
$
|
4,295,469
|
|
|
$
|
(786,217
|
)
|
|
$
|
60,550
|
|
|
$
|
(171,903
|
)
|
|
$
|
3,398,004
|
|
|
$
|
133,486
|
|
|
$
|
3,531,490
|
|
|
W. P. Carey 3/31/2016 10-Q
–
5
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2015
|
104,040,653
|
|
|
$
|
104
|
|
|
$
|
4,293,450
|
|
|
$
|
(497,730
|
)
|
|
$
|
30,624
|
|
|
$
|
(75,559
|
)
|
|
$
|
3,750,889
|
|
|
$
|
139,846
|
|
|
$
|
3,890,735
|
|
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
208
|
|
|
208
|
|
||||||||||||||
Exercise of stock options and employee purchases under the employee share purchase plan
|
3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||
Grants issued in connection with services rendered
|
279,621
|
|
|
—
|
|
|
(14,533
|
)
|
|
|
|
|
|
|
|
(14,533
|
)
|
|
|
|
(14,533
|
)
|
||||||||||||
Shares issued under share incentive plans
|
17,146
|
|
|
—
|
|
|
(717
|
)
|
|
|
|
|
|
|
|
(717
|
)
|
|
|
|
(717
|
)
|
||||||||||||
Deferral of vested shares
|
|
|
|
|
(24,288
|
)
|
|
|
|
24,288
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Windfall tax benefits - share incentive plans
|
|
|
|
|
5,276
|
|
|
|
|
|
|
|
|
5,276
|
|
|
|
|
5,276
|
|
||||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
7,009
|
|
|
|
|
|
|
|
|
7,009
|
|
|
|
|
7,009
|
|
||||||||||||||
Redemption value adjustment
|
|
|
|
|
(7,303
|
)
|
|
|
|
|
|
|
|
(7,303
|
)
|
|
|
|
(7,303
|
)
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2,354
|
)
|
|
(2,354
|
)
|
||||||||||||||
Distributions declared ($0.9525 per share)
|
|
|
|
|
5,064
|
|
|
(108,035
|
)
|
|
1,837
|
|
|
|
|
(101,134
|
)
|
|
|
|
(101,134
|
)
|
||||||||||||
Net income
|
|
|
|
|
|
|
36,116
|
|
|
|
|
|
|
36,116
|
|
|
2,466
|
|
|
38,582
|
|
|||||||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(108,937
|
)
|
|
(108,937
|
)
|
|
(5,143
|
)
|
|
(114,080
|
)
|
|||||||||||||
Realized and unrealized gain on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
26,818
|
|
|
26,818
|
|
|
|
|
26,818
|
|
||||||||||||||
Change in unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
14
|
|
|
|
|
14
|
|
||||||||||||||
Balance at March 31, 2015
|
104,337,423
|
|
|
$
|
104
|
|
|
$
|
4,263,958
|
|
|
$
|
(569,649
|
)
|
|
$
|
56,749
|
|
|
$
|
(157,664
|
)
|
|
$
|
3,593,498
|
|
|
$
|
135,023
|
|
|
$
|
3,728,521
|
|
|
W. P. Carey 3/31/2016 10-Q
–
6
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash Flows — Operating Activities
|
|
|
|
||||
Net income
|
$
|
60,864
|
|
|
$
|
38,582
|
|
Adjustments to net income:
|
|
|
|
||||
Depreciation and amortization, including intangible assets and deferred financing costs
|
84,956
|
|
|
66,994
|
|
||
Straight-line rent, amortization of rent-related intangibles, and deferred rental revenue
|
(36,309
|
)
|
|
10,364
|
|
||
Stock-based compensation expense
|
9,814
|
|
|
7,009
|
|
||
Allowance for credit losses
|
7,064
|
|
|
—
|
|
||
Management income received in shares of Managed REITs and other
|
(6,939
|
)
|
|
(4,988
|
)
|
||
Realized and unrealized (gain) loss on foreign currency transactions, derivatives, extinguishment of debt, and other
|
(3,914
|
)
|
|
7,615
|
|
||
Deferred income taxes
|
(3,027
|
)
|
|
(1,733
|
)
|
||
Gain on sale of real estate
|
(662
|
)
|
|
(1,185
|
)
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate in excess of distributions received
|
464
|
|
|
331
|
|
||
Impairment charges
|
—
|
|
|
2,683
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Deferred acquisition revenue received
|
7,560
|
|
|
8,738
|
|
||
Payments for withholding taxes upon delivery of equity-based awards and exercises of stock options
|
(7,352
|
)
|
|
(15,250
|
)
|
||
Increase in structuring revenue receivable
|
(2,266
|
)
|
|
(6,645
|
)
|
||
Net changes in other operating assets and liabilities
|
2,819
|
|
|
(31,586
|
)
|
||
Net Cash Provided by Operating Activities
|
113,072
|
|
|
80,929
|
|
||
Cash Flows — Investing Activities
|
|
|
|
||||
Proceeds from sale of real estate
|
103,689
|
|
|
13,119
|
|
||
Funding of short-term loans to affiliates
|
(20,000
|
)
|
|
—
|
|
||
Proceeds from repayment of short-term loans to affiliates
|
20,000
|
|
|
—
|
|
||
Capital expenditures on owned real estate
|
(4,092
|
)
|
|
(308
|
)
|
||
Change in investing restricted cash
|
(3,074
|
)
|
|
6,852
|
|
||
Investment in real estate under construction
|
(2,562
|
)
|
|
(10,481
|
)
|
||
Distributions received from equity investments in the Managed Programs and real estate in excess of equity income
|
1,935
|
|
|
1,473
|
|
||
Other investing activities, net
|
(1,130
|
)
|
|
489
|
|
||
Capital expenditures on corporate assets
|
(761
|
)
|
|
(882
|
)
|
||
Proceeds from repayments of note receivable
|
195
|
|
|
9,970
|
|
||
Capital contributions to equity investments in real estate
|
(5
|
)
|
|
—
|
|
||
Purchases of real estate
|
—
|
|
|
(385,603
|
)
|
||
Net Cash Provided by (Used in) Investing Activities
|
94,195
|
|
|
(365,371
|
)
|
||
Cash Flows — Financing Activities
|
|
|
|
||||
Proceeds from Senior Unsecured Credit Facility
|
190,568
|
|
|
291,206
|
|
||
Repayments of Senior Unsecured Credit Facility
|
(130,000
|
)
|
|
(877,685
|
)
|
||
Distributions paid
|
(102,239
|
)
|
|
(99,860
|
)
|
||
Prepayments of mortgage principal
|
(36,894
|
)
|
|
—
|
|
||
Scheduled payments of mortgage principal
|
(17,941
|
)
|
|
(18,247
|
)
|
||
Distributions paid to noncontrolling interests
|
(6,084
|
)
|
|
(2,354
|
)
|
||
Change in financing restricted cash
|
633
|
|
|
175
|
|
||
Payment of financing costs
|
(250
|
)
|
|
(10,501
|
)
|
||
Contributions from noncontrolling interests
|
90
|
|
|
208
|
|
||
Proceeds from exercise of stock options and employee purchases under the employee share purchase plan
|
6
|
|
|
—
|
|
||
Proceeds from issuance of Senior Unsecured Notes
|
—
|
|
|
1,022,303
|
|
||
Proceeds from mortgage financing
|
—
|
|
|
8,277
|
|
||
Windfall tax benefit associated with stock-based compensation awards
|
—
|
|
|
5,276
|
|
||
Net Cash (Used in) Provided by Financing Activities
|
(102,111
|
)
|
|
318,798
|
|
||
Change in Cash and Cash Equivalents During the Period
|
|
|
|
||||
Effect of exchange rate changes on cash
|
4,681
|
|
|
(25,648
|
)
|
||
Net increase in cash and cash equivalents
|
109,837
|
|
|
8,708
|
|
||
Cash and cash equivalents, beginning of period
|
157,227
|
|
|
198,683
|
|
||
Cash and cash equivalents, end of period
|
$
|
267,064
|
|
|
$
|
207,391
|
|
|
W. P. Carey 3/31/2016 10-Q
–
7
|
|
W. P. Carey 3/31/2016 10-Q
–
8
|
|
W. P. Carey 3/31/2016 10-Q
–
9
|
|
W. P. Carey 3/31/2016 10-Q
–
10
|
|
W. P. Carey 3/31/2016 10-Q
–
11
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Reimbursable costs from affiliates
|
$
|
19,738
|
|
|
$
|
9,607
|
|
Asset management revenue
|
14,590
|
|
|
11,112
|
|
||
Structuring revenue
|
12,721
|
|
|
21,720
|
|
||
Distributions of Available Cash
|
10,981
|
|
|
8,806
|
|
||
Dealer manager fees
|
2,172
|
|
|
1,274
|
|
||
Interest income on deferred acquisition fees and loans to affiliates
|
194
|
|
|
153
|
|
||
Other advisory revenue
|
—
|
|
|
203
|
|
||
|
$
|
60,396
|
|
|
$
|
52,875
|
|
|
W. P. Carey 3/31/2016 10-Q
–
12
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Deferred acquisition fees receivable
|
$
|
28,101
|
|
|
$
|
33,386
|
|
Accounts receivable
|
21,181
|
|
|
15,711
|
|
||
Current acquisition fees receivable
|
4,491
|
|
|
4,909
|
|
||
Reimbursable costs
|
4,486
|
|
|
5,579
|
|
||
Asset management fees receivable
|
2,303
|
|
|
2,172
|
|
||
Organization and offering costs
|
986
|
|
|
461
|
|
||
|
$
|
61,548
|
|
|
$
|
62,218
|
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA
®
:17 – Global
|
|
0.5% - 1.75%
|
|
50% in cash and 50% in shares of its common stock
|
|
Rate depends on the type of investment and is based on the average market or average equity value, as applicable
|
CPA
®
:18 – Global
|
|
0.5% - 1.5%
|
|
In shares of its class A common stock
|
|
Rate depends on the type of investment and is based on the average market or average equity value, as applicable
|
CWI 1
|
|
0.5%
|
|
In cash
|
|
Rate is based on the average market value of the investment; we are required to pay 20% of the asset management revenue we receive to the subadvisor
|
CWI 2
|
|
0.55%
|
|
In shares of its class A common stock
|
|
Rate is based on the average market value of the investment; we are required to pay 25% of the asset management revenue we receive to the subadvisor
|
CCIF
|
|
1.75% - 2.00%
|
|
In cash
|
|
Based on the average of gross assets at fair value; we are required to pay 50% of the asset management revenue we receive to the subadvisor
|
|
W. P. Carey 3/31/2016 10-Q
–
13
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA
®
:17 – Global
|
|
1% - 1.75%, 4.5%
|
|
In cash; for non net-lease investments, 1% - 1.75% upon completion; for net-lease investments, 2.5% upon completion, with 2% deferred and payable in three interest-bearing annual installments
|
|
Based on the total aggregate cost of the net-lease investments made; also based on the total aggregate cost of the non net-lease investments made; total limited to 6% of the contract prices in aggregate
|
CPA
®
:18 – Global
|
|
4.5%
|
|
In cash; for all investments other than readily marketable real estate securities for which we will not receive any acquisition fees, 2.5% upon completion, with 2% deferred and payable in three interest-bearing annual installments
|
|
Based on the total aggregate cost of the investments made; total limited to 6% of the contract prices in aggregate
|
CWI REITs
|
|
2.5%
|
|
In cash upon completion
|
|
Based on the total aggregate cost of the lodging investments made; loan refinancing transactions up to 1% of the principal amount; we are required to pay 20% and 25% to the subadvisor of CWI 1 and CWI 2, respectively; total limited to 6% of the contract prices in aggregate
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CWI 2 Class A Shares
|
|
$0.70
|
|
In cash upon share settlement; 100% re-allowed to broker-dealers
|
|
Per share sold
|
CPA
®
:18 – Global Class C Shares
|
|
$0.14
|
|
In cash upon share settlement; 100% re-allowed to broker-dealers
|
|
Per share sold; this offering closed in April 2015
|
CWI 2 Class T Shares
|
|
$0.19
|
|
In cash upon share settlement; 100% re-allowed to broker-dealers
|
|
Per share sold
|
CCIF Feeder Funds
|
|
0% - 3%
|
|
In cash upon share settlement; 100% re-allowed to broker-dealers
|
|
Based on the selling price of each share sold
|
|
W. P. Carey 3/31/2016 10-Q
–
14
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CWI 2 Class A Shares
|
|
$0.30
|
|
Per share sold
|
|
In cash upon share settlement; a portion may be re-allowed to broker-dealers
|
CPA
®
:18 – Global Class C Shares
|
|
$0.21
|
|
Per share sold
|
|
In cash upon share settlement; a portion may be re-allowed to broker-dealers; this offering closed in April 2015
|
CWI 2 Class T Shares
|
|
$0.26
|
|
Per share sold
|
|
In cash upon share settlement; a portion may be re-allowed to broker-dealers
|
CCIF Feeder Funds
|
|
2.75% - 3.0%
|
|
Based on the selling price of each share sold
|
|
In cash upon share settlement; a portion may be re-allowed to broker-dealers
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA
®
:18 – Global Class C Shares
|
|
1.0%
|
|
Accrued daily and payable quarterly in arrears in cash; a portion may be re-allowed to selected dealers
|
|
Based on the purchase price per share sold or, once reported, the net asset value per share; cease paying when underwriting compensation from all sources equals 10% of gross offering proceeds
|
CWI 2 Class T Shares
|
|
1.0%
|
|
Accrued daily and payable quarterly in arrears in cash; a portion may be re-allowed to selected dealers
|
|
Based on the purchase price per share sold or, once reported, the net asset value per share; cease paying on the earlier of six years or when underwriting compensation from all sources equals 10% of gross offering proceeds
|
Managed Program
|
|
Payable
|
|
Description
|
CPA
®
:17 – Global and CPA
®
:18 – Global
|
|
In cash
|
|
Personnel and overhead costs, excluding those related to our legal transactions group, our senior management, and our investments team, are charged to the CPA
®
REITs based on the average of the trailing 12-month aggregate reported revenues of the Managed REITs and us, and are capped at 2.2% and 2.4% of each CPA
®
REIT’s pro rata lease revenues for 2016 and 2015, respectively; for the legal transactions group, costs are charged according to a fee schedule
|
CWI 1
|
|
In cash
|
|
Actual expenses incurred; allocated between the CWI REITs based on the percentage of their total pro rata hotel revenues for the most recently completed quarter
|
CWI 2
|
|
In cash
|
|
Actual expenses incurred; allocated between the CWI REITs based on the percentage of their total pro rata hotel revenues for the most recently completed quarter
|
CCIF and CCIF Feeder Funds
|
|
In cash
|
|
Actual expenses incurred
|
Managed Program
|
|
Payable
|
|
Description
|
CWI 2
|
|
In cash; within 60 days after the end of the quarter in which the offering terminates
|
|
Actual costs incurred from 1.5% through 4.0% of the gross offering proceeds, depending on the amount raised
|
CCIF and CCIF Feeder Funds
|
|
In cash; payable monthly
|
|
Up to 1.5% of the gross offering proceeds
|
|
W. P. Carey 3/31/2016 10-Q
–
15
|
|
W. P. Carey 3/31/2016 10-Q
–
16
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
1,172,868
|
|
|
$
|
1,160,567
|
|
Buildings
|
4,175,564
|
|
|
4,147,644
|
|
||
Real estate under construction
|
2,492
|
|
|
1,714
|
|
||
Less: Accumulated depreciation
|
(405,684
|
)
|
|
(372,735
|
)
|
||
|
$
|
4,945,240
|
|
|
$
|
4,937,190
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
6,041
|
|
|
$
|
6,578
|
|
Buildings
|
74,183
|
|
|
76,171
|
|
||
Less: Accumulated depreciation
|
(8,939
|
)
|
|
(8,794
|
)
|
||
|
$
|
71,285
|
|
|
$
|
73,955
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Real estate, net
|
$
|
3,747
|
|
|
$
|
59,046
|
|
Assets held for sale
|
$
|
3,747
|
|
|
$
|
59,046
|
|
|
W. P. Carey 3/31/2016 10-Q
–
17
|
|
|
Number of Tenants / Obligors at
|
|
Carrying Value at
|
||||||||
Internal Credit Quality Indicator
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
1
|
|
2
|
|
2
|
|
$
|
26,154
|
|
|
$
|
90,818
|
|
2
|
|
4
|
|
3
|
|
70,769
|
|
|
53,492
|
|
||
3
|
|
22
|
|
23
|
|
563,225
|
|
|
512,724
|
|
||
4
|
|
5
|
|
6
|
|
102,184
|
|
|
110,002
|
|
||
5
|
|
1
|
|
—
|
|
1,921
|
|
|
—
|
|
||
|
|
|
|
|
|
$
|
764,253
|
|
|
$
|
767,036
|
|
|
W. P. Carey 3/31/2016 10-Q
–
18
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Distributions of Available Cash (
Note 4
)
|
$
|
10,981
|
|
|
$
|
8,806
|
|
Proportionate share of earnings from equity investments in the Managed Programs
|
1,112
|
|
|
307
|
|
||
Amortization of basis differences on equity investments in the Managed Programs
|
(239
|
)
|
|
(295
|
)
|
||
Total equity earnings from the Managed Programs
|
11,854
|
|
|
8,818
|
|
||
Equity earnings from other equity investments
|
4,102
|
|
|
3,816
|
|
||
Amortization of basis differences on other equity investments
|
(945
|
)
|
|
(911
|
)
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
$
|
15,011
|
|
|
$
|
11,723
|
|
|
|
% of Outstanding Shares Owned at
|
|
Carrying Amount of Investment at
|
||||||||||
Fund
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||
CPA
®
:17 – Global
|
|
3.177
|
%
|
|
3.087
|
%
|
|
$
|
90,836
|
|
|
$
|
87,912
|
|
CPA
®
:17 – Global operating partnership
|
|
0.009
|
%
|
|
0.009
|
%
|
|
—
|
|
|
—
|
|
||
CPA
®
:18 – Global
|
|
0.940
|
%
|
|
0.735
|
%
|
|
11,806
|
|
|
9,279
|
|
||
CPA
®
:18 – Global operating partnership
|
|
0.034
|
%
|
|
0.034
|
%
|
|
209
|
|
|
209
|
|
||
CWI 1
|
|
1.124
|
%
|
|
1.131
|
%
|
|
12,262
|
|
|
12,619
|
|
||
CWI 1 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
—
|
|
|
—
|
|
||
CWI 2
|
|
0.389
|
%
|
|
0.379
|
%
|
|
1,661
|
|
|
949
|
|
||
CWI 2 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
300
|
|
|
300
|
|
||
CCIF
|
|
36.713
|
%
|
|
47.882
|
%
|
|
21,931
|
|
|
22,214
|
|
||
|
|
|
|
|
|
$
|
139,005
|
|
|
$
|
133,482
|
|
|
W. P. Carey 3/31/2016 10-Q
–
19
|
|
|
|
|
Ownership Interest at
|
|
Carrying Value at
|
||||||
Lessee
|
|
Co-owner
|
|
March 31, 2016
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
The New York Times Company
|
|
CPA
®
:17 – Global
|
|
45%
|
|
$
|
70,586
|
|
|
$
|
70,976
|
|
Frontier Spinning Mills, Inc.
|
|
CPA
®
:17 – Global
|
|
40%
|
|
24,163
|
|
|
24,288
|
|
||
Beach House JV, LLC
(a)
|
|
Third Party
|
|
N/A
|
|
15,105
|
|
|
15,318
|
|
||
Actebis Peacock GmbH
(b)
|
|
CPA
®
:17 – Global
|
|
30%
|
|
12,729
|
|
|
12,186
|
|
||
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH
(b)
|
|
CPA
®
:17 – Global
|
|
33%
|
|
10,136
|
|
|
9,507
|
|
||
C1000 Logistiek Vastgoed B.V.
(b) (c)
|
|
CPA
®
:17 – Global
|
|
15%
|
|
9,462
|
|
|
9,381
|
|
||
Wanbishi Archives Co. Ltd.
(d)
|
|
CPA
®
:17 – Global
|
|
3%
|
|
360
|
|
|
335
|
|
||
|
|
|
|
|
|
$
|
142,541
|
|
|
$
|
141,991
|
|
(a)
|
This investment is a preferred equity position.
|
(b)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.
|
(c)
|
This investment represents a tenancy-in-common interest, whereby the property is encumbered by the debt for which we are jointly and severally liable. For this investment, the co-obligor is CPA
®
:17 – Global and the amount due under the arrangement was approximately
$75.0 million
at
March 31, 2016
. Of this amount,
$11.3 million
represents the amount we agreed to pay and is included within the carrying value of the investment at
March 31, 2016
.
|
(d)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the yen.
|
|
W. P. Carey 3/31/2016 10-Q
–
20
|
|
Owned Real Estate
|
|
Investment Management
|
|
Total
|
||||||
Balance at January 1, 2016
|
$
|
618,202
|
|
|
$
|
63,607
|
|
|
$
|
681,809
|
|
Foreign currency translation adjustments and other
|
4,133
|
|
|
—
|
|
|
4,133
|
|
|||
Allocation of goodwill to the cost basis of properties sold or classified as held for sale
|
(5,899
|
)
|
|
—
|
|
|
(5,899
|
)
|
|||
Balance at March 31, 2016
|
$
|
616,436
|
|
|
$
|
63,607
|
|
|
$
|
680,043
|
|
|
W. P. Carey 3/31/2016 10-Q
–
21
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management contracts
|
$
|
32,765
|
|
|
$
|
(32,765
|
)
|
|
$
|
—
|
|
|
$
|
32,765
|
|
|
$
|
(32,765
|
)
|
|
$
|
—
|
|
Internal-use software development costs
|
18,447
|
|
|
(2,770
|
)
|
|
15,677
|
|
|
18,188
|
|
|
(2,038
|
)
|
|
16,150
|
|
||||||
|
51,212
|
|
|
(35,535
|
)
|
|
15,677
|
|
|
50,953
|
|
|
(34,803
|
)
|
|
16,150
|
|
||||||
Lease Intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease and tenant relationship
|
1,161,523
|
|
|
(305,027
|
)
|
|
856,496
|
|
|
1,205,585
|
|
|
(302,737
|
)
|
|
902,848
|
|
||||||
Above-market rent
|
648,822
|
|
|
(188,400
|
)
|
|
460,422
|
|
|
649,035
|
|
|
(173,963
|
)
|
|
475,072
|
|
||||||
Below-market ground lease
|
26,182
|
|
|
(1,076
|
)
|
|
25,106
|
|
|
25,403
|
|
|
(889
|
)
|
|
24,514
|
|
||||||
|
1,836,527
|
|
|
(494,503
|
)
|
|
1,342,024
|
|
|
1,880,023
|
|
|
(477,589
|
)
|
|
1,402,434
|
|
||||||
Unamortizable Goodwill and Indefinite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
680,043
|
|
|
—
|
|
|
680,043
|
|
|
681,809
|
|
|
—
|
|
|
681,809
|
|
||||||
Trade name
|
3,975
|
|
|
—
|
|
|
3,975
|
|
|
3,975
|
|
|
—
|
|
|
3,975
|
|
||||||
Below-market ground lease
|
936
|
|
|
—
|
|
|
936
|
|
|
895
|
|
|
—
|
|
|
895
|
|
||||||
|
684,954
|
|
|
—
|
|
|
684,954
|
|
|
686,679
|
|
|
—
|
|
|
686,679
|
|
||||||
Total intangible assets
|
$
|
2,572,693
|
|
|
$
|
(530,038
|
)
|
|
$
|
2,042,655
|
|
|
$
|
2,617,655
|
|
|
$
|
(512,392
|
)
|
|
$
|
2,105,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortizable Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market rent
|
$
|
(137,951
|
)
|
|
$
|
33,506
|
|
|
$
|
(104,445
|
)
|
|
$
|
(171,199
|
)
|
|
$
|
44,873
|
|
|
$
|
(126,326
|
)
|
Above-market ground lease
|
(13,154
|
)
|
|
1,947
|
|
|
(11,207
|
)
|
|
(13,052
|
)
|
|
1,774
|
|
|
(11,278
|
)
|
||||||
|
(151,105
|
)
|
|
35,453
|
|
|
(115,652
|
)
|
|
(184,251
|
)
|
|
46,647
|
|
|
(137,604
|
)
|
||||||
Unamortizable Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market purchase option
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
||||||
Total intangible liabilities
|
$
|
(167,816
|
)
|
|
$
|
35,453
|
|
|
$
|
(132,363
|
)
|
|
$
|
(200,962
|
)
|
|
$
|
46,647
|
|
|
$
|
(154,315
|
)
|
|
W. P. Carey 3/31/2016 10-Q
–
22
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Non-recourse debt, net
(a) (b)
|
3
|
|
$
|
2,247,993
|
|
|
$
|
2,272,258
|
|
|
$
|
2,269,421
|
|
|
$
|
2,293,542
|
|
Senior Unsecured Notes, net
(a)
(c)
|
2
|
|
1,501,281
|
|
|
1,489,586
|
|
|
1,476,084
|
|
|
1,459,544
|
|
||||
Note receivable
(b)
|
3
|
|
10,508
|
|
|
10,222
|
|
|
10,689
|
|
|
10,610
|
|
(a)
|
In accordance with ASU 2015-03, we reclassified deferred financing costs from Other assets, net to Non-recourse debt, net, Senior Unsecured Notes, net, and Senior Unsecured Credit Facility - Term Loan, net as of
December 31, 2015
(
Note 3
).
|
(b)
|
We determined the estimated fair value of these financial instruments using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates take into account interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.
|
(c)
|
We determined the estimated fair value of the Senior Unsecured Notes (
Note 11
) using quoted market prices in an open market with limited trading volume where available. In cases where there was no trading volume, we determined the estimated fair value using a discounted cash flow model using a rate that reflects the average yield of similar market participants.
|
|
W. P. Carey 3/31/2016 10-Q
–
23
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||
|
Fair Value
Measurements
|
|
Total Impairment
Charges
|
|
Fair Value
Measurements |
|
Total Impairment
Charges |
||||||||
Impairment Charges
|
|
|
|
|
|
|
|
||||||||
Real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,294
|
|
|
$
|
2,683
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
2,683
|
|
|
W. P. Carey 3/31/2016 10-Q
–
24
|
Derivatives Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
Asset Derivatives Fair Value at
|
|
Liability Derivatives Fair Value at
|
||||||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||
Foreign currency forward contracts
|
|
Other assets, net
|
|
$
|
29,730
|
|
|
$
|
38,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency collars
|
|
Other assets, net
|
|
5,918
|
|
|
7,718
|
|
|
—
|
|
|
—
|
|
||||
Interest rate cap
|
|
Other assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(6,644
|
)
|
|
(4,762
|
)
|
||||
Foreign currency collars
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(564
|
)
|
|
—
|
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock warrants
|
|
Other assets, net
|
|
3,618
|
|
|
3,618
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
(a)
|
|
Other assets, net
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
(a)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(1,614
|
)
|
|
(2,612
|
)
|
||||
Total derivatives
|
|
|
|
$
|
39,266
|
|
|
$
|
50,320
|
|
|
$
|
(8,822
|
)
|
|
$
|
(7,374
|
)
|
(a)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
|
W. P. Carey 3/31/2016 10-Q
–
25
|
|
|
Amount of (Loss) Gain Recognized on Derivatives in Other Comprehensive Income (Loss) (Effective Portion)
(a)
|
||||||
|
|
Three Months Ended March 31,
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2016
|
|
2015
|
||||
Foreign currency forward contracts
|
|
$
|
(7,174
|
)
|
|
$
|
21,590
|
|
Foreign currency collars
|
|
(2,386
|
)
|
|
6,110
|
|
||
Interest rate swaps
|
|
(1,971
|
)
|
|
(1,182
|
)
|
||
Interest rate cap
|
|
3
|
|
|
(1
|
)
|
||
Derivatives in Net Investment Hedging Relationships
(b)
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
(2,261
|
)
|
|
3,657
|
|
||
Total
|
|
$
|
(13,789
|
)
|
|
$
|
30,174
|
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Income (Loss) (Effective Portion)
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||||
Foreign currency forward contracts
|
|
Other income and (expenses)
|
|
$
|
1,610
|
|
|
$
|
1,853
|
|
Interest rate swaps and cap
|
|
Interest expense
|
|
(535
|
)
|
|
(608
|
)
|
||
Foreign currency collars
|
|
Other income and (expenses)
|
|
432
|
|
|
—
|
|
||
Total
|
|
|
|
$
|
1,507
|
|
|
$
|
1,245
|
|
(a)
|
Excludes net losses of
$0.2 million
and net gains of
$0.4 million
recognized on unconsolidated jointly-owned investments for the
three months ended March 31, 2016
and
2015
, respectively.
|
(b)
|
The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of
Other comprehensive income (loss)
until the underlying investment is sold, at which time we reclassify the gain or loss to earnings.
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Recognized in Income
|
||||||
Derivatives Not in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||||
Interest rate swaps
|
|
Other income and (expenses)
|
|
$
|
1,074
|
|
|
$
|
973
|
|
Foreign currency collars
|
|
Other income and (expenses)
|
|
(275
|
)
|
|
362
|
|
||
Stock warrants
|
|
Other income and (expenses)
|
|
—
|
|
|
(335
|
)
|
||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
||||
Interest rate swaps
(a)
|
|
Interest expense
|
|
115
|
|
|
148
|
|
||
Foreign currency collars
|
|
Other income and (expenses)
|
|
24
|
|
|
12
|
|
||
Foreign currency forward contracts
|
|
Other income and (expenses)
|
|
(21
|
)
|
|
5
|
|
||
Total
|
|
|
|
$
|
917
|
|
|
$
|
1,165
|
|
(a)
|
Relates to the ineffective portion of the hedging relationship.
|
|
W. P. Carey 3/31/2016 10-Q
–
26
|
|
|
Number of Instruments
|
|
Notional
Amount
|
|
Fair Value at
March 31, 2016 (a) |
||||
Interest Rate Derivatives
|
|
|
|
|||||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
|
13
|
|
121,167
|
|
USD
|
|
$
|
(6,063
|
)
|
Interest rate swaps
|
|
1
|
|
5,986
|
|
EUR
|
|
(581
|
)
|
|
Interest rate cap
(b)
|
|
1
|
|
40,190
|
|
EUR
|
|
—
|
|
|
Not Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
(c)
|
|
2
|
|
105,078
|
|
EUR
|
|
(1,593
|
)
|
|
Interest rate swaps
(c)
|
|
1
|
|
3,094
|
|
USD
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
$
|
(8,258
|
)
|
(a)
|
Fair value amounts are based on the exchange rate of the euro at
March 31, 2016
, as applicable.
|
(b)
|
The applicable interest rate of the related debt was
0.8%
, which was below the strike price of the cap of
3.0%
at
March 31, 2016
.
|
(c)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
|
W. P. Carey 3/31/2016 10-Q
–
27
|
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at
March 31, 2016
|
||||
Foreign Currency Derivatives
|
|
|
|
|||||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
48
|
|
120,520
|
|
EUR
|
|
$
|
21,396
|
|
Foreign currency collars
|
|
20
|
|
45,850
|
|
GBP
|
|
4,707
|
|
|
Foreign currency forward contracts
|
|
15
|
|
19,102
|
|
AUD
|
|
1,468
|
|
|
Foreign currency forward contracts
|
|
11
|
|
5,880
|
|
GBP
|
|
743
|
|
|
Foreign currency collars
|
|
22
|
|
82,825
|
|
EUR
|
|
647
|
|
|
Designated as Net Investment Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
5
|
|
84,522
|
|
AUD
|
|
6,123
|
|
|
|
|
|
|
|
|
|
$
|
35,084
|
|
|
W. P. Carey 3/31/2016 10-Q
–
28
|
|
|
Interest Rate at
March 31, 2016
(a)
|
|
|
|
Principal Outstanding Balance at
|
||||||
Senior Unsecured Credit Facility
|
|
|
Maturity Date
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||
Revolver:
|
|
|
|
|
|
|
|
|
||||
Revolver - borrowing in euros
|
|
LIBOR + 1.10%
|
|
1/31/2018
|
|
$
|
440.6
|
|
|
$
|
393.0
|
|
Revolver - borrowing in U.S. dollars
(b)
|
|
LIBOR + 1.10%; EURIBOR + 1.10%
|
|
1/31/2018
|
|
124.0
|
|
|
92.0
|
|
||
|
|
|
|
|
|
564.6
|
|
|
485.0
|
|
||
Term Loan Facility
(c)
|
|
LIBOR + 1.25%
|
|
1/31/2017
|
|
250.0
|
|
|
250.0
|
|
||
|
|
|
|
|
|
$
|
814.6
|
|
|
$
|
735.0
|
|
(a)
|
Interest rate at
March 31, 2016
is based on our credit rating of
BBB/Baa2
.
|
(b)
|
EURIBOR means Euro Interbank Offered Rate.
|
(c)
|
Balance excludes deferred financing costs of
$0.2 million
and
$0.3 million
at
March 31, 2016
and
December 31, 2015
, respectively (
Note 3
).
|
|
W. P. Carey 3/31/2016 10-Q
–
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Outstanding Balance at
|
|||||||||||||
Senior Unsecured Notes, net
(a)
|
|
Issue Date
|
|
Principal Amount
|
|
Price of Par Value
|
|
Original Issue Discount
|
|
Effective Interest Rate
|
|
Coupon Rate
|
|
Maturity Date
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||||||||
4.6% Senior Notes
|
|
3/14/2014
|
|
$
|
500.0
|
|
|
99.639
|
%
|
|
$
|
1.8
|
|
|
4.645
|
%
|
|
4.6
|
%
|
|
4/1/2024
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
2.0% Senior Euro Notes
|
|
1/21/2015
|
|
€
|
500.0
|
|
|
99.220
|
%
|
|
$
|
4.6
|
|
|
2.107
|
%
|
|
2.0
|
%
|
|
1/20/2023
|
|
569.3
|
|
|
544.4
|
|
||
4.0% Senior Notes
|
|
1/26/2015
|
|
$
|
450.0
|
|
|
99.372
|
%
|
|
$
|
2.8
|
|
|
4.077
|
%
|
|
4.0
|
%
|
|
2/1/2025
|
|
450.0
|
|
|
450.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,519.3
|
|
|
$
|
1,494.4
|
|
(a)
|
Aggregate balance excludes deferred financing costs totaling
$10.3 million
and
$10.5 million
(
Note 3
), and unamortized discount totaling
$7.7 million
and
$7.8 million
, at
March 31, 2016
and
December 31, 2015
, respectively.
|
|
W. P. Carey 3/31/2016 10-Q
–
30
|
Years Ending December 31,
|
|
Total
(a)
|
||
2016 (remainder)
|
|
$
|
383,819
|
|
2017
|
|
931,213
|
|
|
2018
|
|
836,557
|
|
|
2019
|
|
100,079
|
|
|
2020
|
|
223,905
|
|
|
Thereafter through 2027
|
|
2,104,251
|
|
|
|
|
4,579,824
|
|
|
Deferred financing costs
(b)
|
|
(12,014
|
)
|
|
Unamortized discount, net
(c)
|
|
(4,146
|
)
|
|
Total
|
|
$
|
4,563,664
|
|
(a)
|
Certain amounts are based on the applicable foreign currency exchange rate at
March 31, 2016
.
|
(b)
|
In accordance with ASU 2015-03, we reclassified deferred financing costs from Other assets, net to Non-recourse debt, net, Senior Unsecured Notes, net, and Senior Unsecured Credit Facility - Term Loan, net as of
December 31, 2015
(
Note 3
).
|
(c)
|
Represents the unamortized discount on the Senior Unsecured Notes of
$7.7 million
, partially offset by unamortized premium of
$3.6 million
in the aggregate resulting from the assumption of property-level debt in connection with the CPA
®
:15 Merger and CPA
®
:16 Merger (
Note 1
).
|
|
W. P. Carey 3/31/2016 10-Q
–
31
|
|
RSA and RSU Awards
|
|
PSU Awards
|
||||||||||
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
||||||
Nonvested at January 1, 2016
|
356,771
|
|
|
$
|
64.09
|
|
|
340,358
|
|
|
$
|
52.26
|
|
Granted
(a)
|
229,724
|
|
|
56.26
|
|
|
200,005
|
|
|
66.54
|
|
||
Vested
(b)
|
(189,801
|
)
|
|
61.19
|
|
|
(175,657
|
)
|
|
80.52
|
|
||
Forfeited
|
(41,270
|
)
|
|
62.00
|
|
|
(35,241
|
)
|
|
73.89
|
|
||
Adjustment
(c)
|
—
|
|
|
—
|
|
|
43,628
|
|
|
91.01
|
|
||
Nonvested at March 31, 2016
(d)
|
355,424
|
|
|
$
|
60.82
|
|
|
373,093
|
|
|
$
|
62.25
|
|
(a)
|
The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant. The grant date fair value of PSUs were determined utilizing a Monte Carlo simulation model to generate a range of possible future stock prices for both us and the plan defined peer index over the three-year performance period. To estimate the fair value of PSUs granted during the
three months ended
March 31, 2016
, we used risk-free interest rates ranging from
0.9%
-
1.1%
and expected volatility rates ranging from
18.2%
-
18.7%
(the plan defined peer index assumes a range of
15.0%
-
15.6%
) and assumed a dividend yield of
zero
.
|
|
W. P. Carey 3/31/2016 10-Q
–
32
|
(b)
|
The total fair value of shares vested during the
three months ended
March 31, 2016
was
$25.8 million
. Employees have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date, pursuant to previously-made deferral elections. At
March 31, 2016
and
December 31, 2015
, we had an obligation to issue
1,437,474
and
1,395,907
shares, respectively, of our common stock underlying such deferred awards, which is recorded within W. P. Carey stockholders’ equity as a Deferred compensation obligation of
$60.5 million
and
$56.0 million
, respectively.
|
(c)
|
Vesting and payment of the PSUs is conditioned upon certain company and market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. As a result, we recorded adjustments to reflect the number of shares expected to be issued when the PSUs vest.
|
(d)
|
At
March 31, 2016
, total unrecognized compensation expense related to these awards was approximately
$33.0 million
, with an aggregate weighted-average remaining term of
2.4
years.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income attributable to W. P. Carey
|
$
|
57,439
|
|
|
$
|
36,116
|
|
Allocation of distribution equivalents paid on nonvested RSUs and RSAs in excess of income
|
(189
|
)
|
|
(123
|
)
|
||
Net income – basic and diluted
|
$
|
57,250
|
|
|
$
|
35,993
|
|
|
|
|
|
||||
Weighted-average shares outstanding – basic
|
105,939,161
|
|
|
105,303,679
|
|
||
Effect of dilutive securities
|
466,292
|
|
|
806,198
|
|
||
Weighted-average shares outstanding – diluted
|
106,405,453
|
|
|
106,109,877
|
|
|
W. P. Carey 3/31/2016 10-Q
–
33
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
14,944
|
|
|
$
|
6,071
|
|
Distributions
|
(13,418
|
)
|
|
—
|
|
||
Redemption value adjustment
|
(561
|
)
|
|
7,303
|
|
||
Ending balance
|
$
|
965
|
|
|
$
|
13,374
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
Gains and Losses on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and Losses on Marketable Securities
|
|
Total
|
||||||||
Beginning balance
|
$
|
37,650
|
|
|
$
|
(209,977
|
)
|
|
$
|
36
|
|
|
$
|
(172,291
|
)
|
Other comprehensive (loss) income before reclassifications
|
(10,268
|
)
|
|
14,033
|
|
|
—
|
|
|
3,765
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
535
|
|
|
—
|
|
|
—
|
|
|
535
|
|
||||
Other income and (expenses)
|
(2,042
|
)
|
|
—
|
|
|
—
|
|
|
(2,042
|
)
|
||||
Total
|
(1,507
|
)
|
|
—
|
|
|
—
|
|
|
(1,507
|
)
|
||||
Net current period other comprehensive (loss) income
|
(11,775
|
)
|
|
14,033
|
|
|
—
|
|
|
2,258
|
|
||||
Net current period other comprehensive gain attributable to noncontrolling interests
|
—
|
|
|
(1,870
|
)
|
|
—
|
|
|
(1,870
|
)
|
||||
Ending balance
|
$
|
25,875
|
|
|
$
|
(197,814
|
)
|
|
$
|
36
|
|
|
$
|
(171,903
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||||||
|
Gains and Losses on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and Losses on Marketable Securities
|
|
Total
|
||||||||
Beginning balance
|
$
|
13,597
|
|
|
$
|
(89,177
|
)
|
|
$
|
21
|
|
|
$
|
(75,559
|
)
|
Other comprehensive income (loss) before reclassifications
(a)
|
28,063
|
|
|
(114,080
|
)
|
|
14
|
|
|
(86,003
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
608
|
|
|
—
|
|
|
—
|
|
|
608
|
|
||||
Other income and (expenses)
|
(1,853
|
)
|
|
—
|
|
|
—
|
|
|
(1,853
|
)
|
||||
Total
|
(1,245
|
)
|
|
—
|
|
|
—
|
|
|
(1,245
|
)
|
||||
Net current period other comprehensive income (loss)
|
26,818
|
|
|
(114,080
|
)
|
|
14
|
|
|
(87,248
|
)
|
||||
Net current period other comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
5,143
|
|
|
—
|
|
|
5,143
|
|
||||
Ending balance
(a)
|
$
|
40,415
|
|
|
$
|
(198,114
|
)
|
|
$
|
35
|
|
|
$
|
(157,664
|
)
|
|
W. P. Carey 3/31/2016 10-Q
–
34
|
(a)
|
During the second quarter of 2015, we identified errors in the March 31, 2015 interim consolidated financial statements related to the calculation of foreign currency translation of the assets and liabilities of a foreign investment acquired in January 2015. In order to correctly present such foreign currency translation and certain foreign currency losses, we revised the consolidated statements of comprehensive loss and equity for the three months ended March 31, 2015, as well as certain amounts in the table above (
Note 2
).
|
|
W. P. Carey 3/31/2016 10-Q
–
35
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
$
|
49,149
|
|
|
$
|
5,205
|
|
Expenses
|
(21,854
|
)
|
|
(3,883
|
)
|
||
Gain on sale of real estate
|
662
|
|
|
1,185
|
|
||
Impairment charges
|
—
|
|
|
(2,683
|
)
|
||
Loss on extinguishment of debt
|
(1,940
|
)
|
|
—
|
|
||
Benefit from (provision for) income taxes
|
94
|
|
|
(4
|
)
|
||
Income (loss) from properties sold or classified as held for sale, net of income taxes
(a)
|
$
|
26,111
|
|
|
$
|
(180
|
)
|
(a)
|
Amounts for the
three months ended March 31, 2016
and
2015
included net income of
$1.5 million
and less than
$0.1 million
, respectively, attributable to noncontrolling interests.
|
|
W. P. Carey 3/31/2016 10-Q
–
36
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Owned Real Estate
|
|
|
|
||||
Revenues
(a)
|
$
|
220,996
|
|
|
$
|
176,425
|
|
Operating expenses
(a) (b) (c)
|
(126,145
|
)
|
|
(105,637
|
)
|
||
Interest expense
|
(48,395
|
)
|
|
(47,949
|
)
|
||
Other income and expenses, excluding interest expense
|
18,941
|
|
|
7,238
|
|
||
(Provision for) benefit from income taxes
|
(2,088
|
)
|
|
1,273
|
|
||
Gain on sale of real estate, net of tax
|
662
|
|
|
1,185
|
|
||
Net income attributable to noncontrolling interests
|
(3,425
|
)
|
|
(2,466
|
)
|
||
Income attributable to W. P. Carey
|
$
|
60,546
|
|
|
$
|
30,069
|
|
Investment Management
|
|
|
|
||||
Revenues
(a)
|
$
|
49,244
|
|
|
$
|
43,963
|
|
Operating expenses
(a) (b) (c)
|
(53,855
|
)
|
|
(34,842
|
)
|
||
Other income and expenses, excluding interest expense
|
(59
|
)
|
|
179
|
|
||
Benefit from (provision for) income taxes
|
1,563
|
|
|
(3,253
|
)
|
||
(Loss) income attributable to W. P. Carey
|
$
|
(3,107
|
)
|
|
$
|
6,047
|
|
Total Company
|
|
|
|
||||
Revenues
(a)
|
$
|
270,240
|
|
|
$
|
220,388
|
|
Operating expenses
(a) (b) (c)
|
(180,000
|
)
|
|
(140,479
|
)
|
||
Interest expense
|
(48,395
|
)
|
|
(47,949
|
)
|
||
Other income and expenses, excluding interest expense
|
18,882
|
|
|
7,417
|
|
||
Provision for income taxes
|
(525
|
)
|
|
(1,980
|
)
|
||
Gain on sale of real estate, net of tax
|
662
|
|
|
1,185
|
|
||
Net income attributable to noncontrolling interests
|
(3,425
|
)
|
|
(2,466
|
)
|
||
Income attributable to W. P. Carey
|
$
|
57,439
|
|
|
$
|
36,116
|
|
|
Total Long-Lived Assets at
(d)
|
|
Total Assets at
|
||||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
Owned Real Estate
|
$
|
6,033,633
|
|
|
$
|
6,079,803
|
|
|
$
|
8,507,889
|
|
|
$
|
8,537,544
|
|
Investment Management
|
21,931
|
|
|
22,214
|
|
|
195,362
|
|
|
204,545
|
|
||||
Total Company
|
$
|
6,055,564
|
|
|
$
|
6,102,017
|
|
|
$
|
8,703,251
|
|
|
$
|
8,742,089
|
|
(a)
|
Included in revenues and operating expenses are reimbursable tenant and affiliate costs totaling
$26.0 million
and
$15.5 million
for the three months ended
March 31, 2016
and
2015
, respectively.
|
(b)
|
Includes Stock-based compensation expense of
$6.6 million
and
$7.0 million
for the three months ended
March 31, 2016
and
2015
, respectively, of which
$4.8 million
and
$4.6 million
, respectively, was included in the Investment Management segment.
|
(c)
|
Includes Restructuring and other compensation expenses of
$11.5 million
for the
three months ended March 31, 2016
, of which
$7.0 million
was included in the Investment Management segment.
|
(d)
|
Consists of Net investments in real estate and Equity investments in the Managed Programs and real estate. Total long-lived assets for our Investment Management segment consists of our equity investment in CCIF (
Note 7
).
|
|
W. P. Carey 3/31/2016 10-Q
–
37
|
|
W. P. Carey 3/31/2016 10-Q
–
38
|
|
W. P. Carey 3/31/2016 10-Q
–
39
|
•
|
Total lease revenues and total property level contribution increased by
$7.8 million
and
$3.7 million
, respectively, for the
three months ended March 31, 2016
as compared to the same period in
2015
, due to the impact of properties acquired or placed into service in 2015;
|
•
|
We recognized lease termination income of
$32.2 million
related to a property sold during the
three months ended March 31, 2016
;
|
•
|
Asset management revenue increased by
$3.5 million
for the
three months ended March 31, 2016
as compared to the same period in
2015
, primarily as a result of the growth in assets under management due to investment volume for the Managed REITs;
|
•
|
We incurred
$11.5 million
of Restructuring and other compensation expenses and
$5.5 million
in professional fees and expenses in connection with our formal strategic review, which was recorded in Property acquisition and other expenses on our consolidated financial statements, during the
three months ended March 31, 2016
; and
|
•
|
We provided an allowance for credit losses of
$7.1 million
on a direct financing lease during the
three months ended March 31, 2016
.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Real estate revenues (excluding reimbursable tenant costs)
|
$
|
214,687
|
|
|
$
|
170,486
|
|
Investment management revenues (excluding reimbursable costs from affiliates)
|
29,506
|
|
|
34,356
|
|
||
Total revenues (excluding reimbursable costs)
|
244,193
|
|
|
204,842
|
|
||
Net income attributable to W. P. Carey
|
57,439
|
|
|
36,116
|
|
||
|
|
|
|
||||
Cash distributions paid
|
102,239
|
|
|
99,860
|
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
113,072
|
|
|
80,929
|
|
||
Net cash provided by (used in) by investing activities
|
94,195
|
|
|
(365,371
|
)
|
||
Net cash (used in) provided by financing activities
|
(102,111
|
)
|
|
318,798
|
|
||
|
|
|
|
||||
Supplemental financial measure:
|
|
|
|
||||
Adjusted funds from operations attributable to W. P. Carey (AFFO)
(a)
|
139,464
|
|
|
129,970
|
|
||
|
|
|
|
||||
Diluted weighted-average shares outstanding
|
106,405,453
|
|
|
106,109,877
|
|
(a)
|
We consider the performance metrics listed above, including Adjusted funds from operations, or AFFO, a supplemental measure that is not defined by GAAP, referred to as a non-GAAP measure, to be important measures in the evaluation of our results of operations and capital resources. We evaluate our results of operations with a primary focus on the ability to generate cash flow necessary to meet our objective of funding distributions to stockholders. See
Supplemental Financial Measures
below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
|
|
W. P. Carey 3/31/2016 10-Q
–
40
|
|
W. P. Carey 3/31/2016 10-Q
–
41
|
•
|
We structured an investment in
one
domestic hotel for
$187.0 million
, inclusive of acquisition-related costs, on behalf of CWI 2.
|
•
|
We structured investments in
two
domestic hotels for an aggregate of
$107.4 million
, inclusive of acquisition-related costs, on behalf of CWI 1.
|
•
|
We structured investments in
four
properties for an aggregate of
$90.2 million
, inclusive of acquisition-related costs, on behalf of CPA
®
:18 – Global. Approximately
$65.6 million
was invested in Africa and
$24.6 million
was invested in the United States.
|
•
|
We structured investments in
three
domestic properties for an aggregate of
$27.1 million
, inclusive of acquisition-related costs, on behalf of CPA
®
:17 – Global.
|
•
|
During the
three months ended
March 31, 2016
, we arranged financing totaling
$68.7 million
for CPA
®
:17 – Global,
$63.0 million
for CPA
®
:18 – Global,
$210.5 million
for CWI 1, and
$95.4 million
for CWI 2.
|
•
|
CWI 2 commenced its initial public offering in the first quarter of 2015 and began to admit new stockholders on May 15, 2015. Through
March 31, 2016
, CWI 2 had raised approximately
$404.0 million
through its offering, of which
$157.0 million
was raised during the
three months ended March 31, 2016
. We earned
$1.9 million
in Dealer manager fees during the
three months ended
March 31, 2016
related to this offering.
|
•
|
The two CCIF Feeder Funds commenced their respective initial public offerings in the third quarter of 2015 and invest the proceeds that they raise in the master fund, CCIF. Through
March 31, 2016
, the Feeder Funds have invested
$16.0 million
in CCIF, of which
$14.0 million
was invested during the
three months ended March 31, 2016
. We earned
$0.2 million
in Dealer manager fees during the
three months ended
March 31, 2016
related to this offering.
|
|
W. P. Carey 3/31/2016 10-Q
–
42
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Number of net-leased properties
|
866
|
|
|
869
|
|
||
Number of operating properties
(a)
|
2
|
|
|
3
|
|
||
Number of tenants (net-leased properties)
|
220
|
|
|
222
|
|
||
Total square footage (net-leased properties, in thousands)
|
89,296
|
|
|
90,120
|
|
||
Occupancy (net-leased properties)
|
98.5
|
%
|
|
98.8
|
%
|
||
Weighted-average lease term (net-leased properties, in years)
|
9.0
|
|
|
9.0
|
|
||
Number of countries
|
19
|
|
|
19
|
|
||
Total assets (consolidated basis, in thousands)
|
$
|
8,703,251
|
|
|
$
|
8,742,089
|
|
Net investments in real estate (consolidated basis, in thousands)
|
5,774,018
|
|
|
5,826,544
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Financing obtained (in millions, pro rata amount equals consolidated amount)
(b)
|
$
|
—
|
|
|
$
|
1,541.7
|
|
Acquisition volume (in millions, pro rata amount equals consolidated amount)
(c)
|
—
|
|
|
394.2
|
|
||
Average U.S. dollar/euro exchange rate
(d)
|
1.1026
|
|
|
1.1272
|
|
||
Change in the U.S. CPI
(e)
|
0.7
|
%
|
|
0.6
|
%
|
||
Change in the German CPI
(e)
|
0.3
|
%
|
|
0.3
|
%
|
||
Change in the French CPI
(e)
|
0.0
|
%
|
|
0.3
|
%
|
||
Change in the Finnish CPI
(e)
|
0.1
|
%
|
|
(0.1
|
)%
|
||
Change in the Spanish CPI
(e)
|
(1.6
|
)%
|
|
(0.8
|
)%
|
(a)
|
At
March 31, 2016
, operating properties consisted of two hotel properties with an average occupancy of
80.1%
for the
three months ended
March 31, 2016
. During the
three months ended March 31, 2016
, we sold one self-storage property (
Note 16
).
|
(b)
|
The amount for the
three months ended March 31, 2015
represents the exercise of the accordion feature under our Senior Unsecured Credit Facility in January 2015, which increased our borrowing capacity under our Revolver by $500.0 million, and the issuances of the €500.0 million 2.0% Senior Euro Notes and $450.0 million 4.0% Senior Notes in January 2015 (
Note 11
).
|
|
W. P. Carey 3/31/2016 10-Q
–
43
|
(c)
|
Includes acquisition-related costs, which were expensed in the consolidated financial statements.
|
(d)
|
The average exchange rate for the U.S. dollar in relation to the euro
decreased
by
2.2%
during the
three months ended
March 31, 2016
as compared to the same period in
2015
, resulting in a
negative
impact on earnings in
2016
from our euro-denominated investments.
|
(e)
|
Many of our lease agreements include contractual increases indexed to changes in the U.S. Consumer Price Index, or CPI, or similar indices in the jurisdictions in which the properties are located.
|
Tenant/Lease Guarantor
|
|
Property Type
|
|
Tenant Industry
|
|
Location
|
|
Number of Properties
|
|
ABR
|
|
Percent
|
||||
Hellweg Die Profi-Baumärkte GmbH & Co. KG
(a)
|
|
Retail
|
|
Retail Stores
|
|
Germany
|
|
53
|
|
|
$
|
34,582
|
|
|
5.0
|
%
|
U-Haul Moving Partners Inc. and Mercury Partners, LP
|
|
Self Storage
|
|
Cargo Transportation, Consumer Services
|
|
Various U.S.
|
|
78
|
|
|
31,853
|
|
|
4.6
|
%
|
|
Carrefour France SAS
(a)
|
|
Retail, Warehouse
|
|
Retail Stores
|
|
France
|
|
16
|
|
|
28,206
|
|
|
4.1
|
%
|
|
State of Andalucia
(a)
|
|
Office
|
|
Sovereign and Public Finance
|
|
Spain
|
|
70
|
|
|
27,275
|
|
|
4.0
|
%
|
|
Pendragon Plc
(a)
|
|
Retail
|
|
Retail Stores, Consumer Services
|
|
United Kingdom
|
|
73
|
|
|
23,664
|
|
|
3.5
|
%
|
|
Marriott Corporation
|
|
Hotel
|
|
Hotel, Gaming and Leisure
|
|
Various U.S.
|
|
18
|
|
|
19,774
|
|
|
2.9
|
%
|
|
OBI Group
(a)
|
|
Office, Retail
|
|
Retail Stores
|
|
Poland
|
|
18
|
|
|
15,526
|
|
|
2.3
|
%
|
|
True Value Company
|
|
Warehouse
|
|
Retail Stores
|
|
Various U.S.
|
|
7
|
|
|
15,372
|
|
|
2.2
|
%
|
|
UTI Holdings, Inc.
|
|
Learning Center
|
|
Consumer Services
|
|
Various U.S.
|
|
6
|
|
|
14,638
|
|
|
2.1
|
%
|
|
Advanced Micro Devices, Inc.
|
|
Office
|
|
High Tech Industries
|
|
Sunnyvale, CA
|
|
1
|
|
|
12,769
|
|
|
1.9
|
%
|
|
Total
|
|
|
|
|
|
|
|
340
|
|
|
$
|
223,659
|
|
|
32.6
|
%
|
(a)
|
ABR amounts are subject to fluctuations in foreign currency exchange rates.
|
|
W. P. Carey 3/31/2016 10-Q
–
44
|
Region
|
|
ABR
|
|
Percent
|
|
Square
Footage
|
|
Percent
|
|||||
United States
|
|
|
|
|
|
|
|
|
|||||
East
|
|
|
|
|
|
|
|
|
|||||
New Jersey
|
|
$
|
26,112
|
|
|
3.8
|
%
|
|
1,724
|
|
|
1.9
|
%
|
North Carolina
|
|
19,550
|
|
|
2.8
|
%
|
|
4,518
|
|
|
5.1
|
%
|
|
Pennsylvania
|
|
18,383
|
|
|
2.7
|
%
|
|
2,526
|
|
|
2.8
|
%
|
|
New York
|
|
17,777
|
|
|
2.6
|
%
|
|
1,178
|
|
|
1.3
|
%
|
|
Massachusetts
|
|
14,825
|
|
|
2.2
|
%
|
|
1,390
|
|
|
1.6
|
%
|
|
Virginia
|
|
8,005
|
|
|
1.2
|
%
|
|
1,093
|
|
|
1.2
|
%
|
|
Other
(a)
|
|
22,921
|
|
|
3.4
|
%
|
|
4,703
|
|
|
5.3
|
%
|
|
Total East
|
|
127,573
|
|
|
18.7
|
%
|
|
17,132
|
|
|
19.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
West
|
|
|
|
|
|
|
|
|
|||||
California
|
|
53,404
|
|
|
7.8
|
%
|
|
3,480
|
|
|
3.9
|
%
|
|
Arizona
|
|
25,940
|
|
|
3.8
|
%
|
|
2,928
|
|
|
3.3
|
%
|
|
Colorado
|
|
10,322
|
|
|
1.5
|
%
|
|
1,268
|
|
|
1.4
|
%
|
|
Utah
|
|
6,741
|
|
|
1.0
|
%
|
|
960
|
|
|
1.1
|
%
|
|
Other
(a)
|
|
20,210
|
|
|
2.9
|
%
|
|
2,297
|
|
|
2.6
|
%
|
|
Total West
|
|
116,617
|
|
|
17.0
|
%
|
|
10,933
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
South
|
|
|
|
|
|
|
|
|
|||||
Texas
|
|
47,607
|
|
|
7.0
|
%
|
|
6,811
|
|
|
7.6
|
%
|
|
Georgia
|
|
18,743
|
|
|
2.7
|
%
|
|
3,065
|
|
|
3.4
|
%
|
|
Florida
|
|
17,986
|
|
|
2.6
|
%
|
|
1,855
|
|
|
2.1
|
%
|
|
Tennessee
|
|
13,515
|
|
|
2.0
|
%
|
|
1,804
|
|
|
2.0
|
%
|
|
Other
(a)
|
|
8,107
|
|
|
1.2
|
%
|
|
1,848
|
|
|
2.1
|
%
|
|
Total South
|
|
105,958
|
|
|
15.5
|
%
|
|
15,383
|
|
|
17.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Midwest
|
|
|
|
|
|
|
|
|
|||||
Illinois
|
|
21,134
|
|
|
3.1
|
%
|
|
3,062
|
|
|
3.4
|
%
|
|
Michigan
|
|
11,680
|
|
|
1.7
|
%
|
|
1,380
|
|
|
1.5
|
%
|
|
Indiana
|
|
9,157
|
|
|
1.3
|
%
|
|
1,418
|
|
|
1.6
|
%
|
|
Ohio
|
|
7,251
|
|
|
1.1
|
%
|
|
1,647
|
|
|
1.8
|
%
|
|
Missouri
|
|
7,052
|
|
|
1.0
|
%
|
|
1,305
|
|
|
1.5
|
%
|
|
Other
(a)
|
|
21,958
|
|
|
3.2
|
%
|
|
3,583
|
|
|
4.0
|
%
|
|
Total Midwest
|
|
78,232
|
|
|
11.4
|
%
|
|
12,395
|
|
|
13.8
|
%
|
|
United States Total
|
|
428,380
|
|
|
62.6
|
%
|
|
55,843
|
|
|
62.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
International
|
|
|
|
|
|
|
|
|
|||||
Germany
|
|
61,183
|
|
|
8.9
|
%
|
|
7,131
|
|
|
8.0
|
%
|
|
France
|
|
43,915
|
|
|
6.4
|
%
|
|
7,836
|
|
|
8.8
|
%
|
|
United Kingdom
|
|
37,945
|
|
|
5.5
|
%
|
|
2,681
|
|
|
3.0
|
%
|
|
Spain
|
|
28,848
|
|
|
4.2
|
%
|
|
2,927
|
|
|
3.3
|
%
|
|
Finland
|
|
20,183
|
|
|
2.9
|
%
|
|
1,979
|
|
|
2.2
|
%
|
|
Poland
|
|
17,454
|
|
|
2.5
|
%
|
|
2,189
|
|
|
2.5
|
%
|
|
The Netherlands
|
|
14,736
|
|
|
2.1
|
%
|
|
2,233
|
|
|
2.5
|
%
|
|
Australia
|
|
10,536
|
|
|
1.5
|
%
|
|
3,160
|
|
|
3.5
|
%
|
|
Other
(b)
|
|
23,170
|
|
|
3.4
|
%
|
|
3,317
|
|
|
3.7
|
%
|
|
International Total
|
|
257,970
|
|
|
37.4
|
%
|
|
33,453
|
|
|
37.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
$
|
686,350
|
|
|
100.0
|
%
|
|
89,296
|
|
|
100.0
|
%
|
|
W. P. Carey 3/31/2016 10-Q
–
45
|
Property Type
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
|||||
Office
|
|
$
|
196,815
|
|
|
28.7
|
%
|
|
13,187
|
|
|
14.8
|
%
|
Industrial
|
|
170,634
|
|
|
24.9
|
%
|
|
34,075
|
|
|
38.1
|
%
|
|
Warehouse
|
|
122,853
|
|
|
17.9
|
%
|
|
24,834
|
|
|
27.8
|
%
|
|
Retail
|
|
110,253
|
|
|
16.0
|
%
|
|
9,912
|
|
|
11.1
|
%
|
|
Self Storage
|
|
31,853
|
|
|
4.6
|
%
|
|
3,535
|
|
|
4.0
|
%
|
|
Other
(c)
|
|
53,942
|
|
|
7.9
|
%
|
|
3,753
|
|
|
4.2
|
%
|
|
Total
|
|
$
|
686,350
|
|
|
100.0
|
%
|
|
89,296
|
|
|
100.0
|
%
|
(a)
|
Other properties within East include assets in Connecticut, South Carolina, Kentucky, Maryland, New Hampshire, and West Virginia. Other properties within West include assets in Alaska, New Mexico, Nevada, Oregon, Washington, and Wyoming. Other properties within South include assets in Louisiana, Alabama, Arkansas, Mississippi, and Oklahoma. Other properties within Midwest include assets in Minnesota, Kansas, Wisconsin, Nebraska, and Iowa.
|
(b)
|
Includes assets in Norway, Austria, Hungary, Sweden, Belgium, Canada, Mexico, Thailand, Malaysia, and Japan.
|
(c)
|
Includes ABR from tenants with the following property types: learning center, hotel, theater, sports facility, and residential.
|
|
W. P. Carey 3/31/2016 10-Q
–
46
|
Industry Type
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
|||||
Retail Stores
(a)
|
|
$
|
143,900
|
|
|
21.0
|
%
|
|
20,943
|
|
|
23.6
|
%
|
Consumer Services
|
|
58,476
|
|
|
8.5
|
%
|
|
5,009
|
|
|
5.7
|
%
|
|
High Tech Industries
|
|
45,853
|
|
|
6.7
|
%
|
|
3,237
|
|
|
3.6
|
%
|
|
Sovereign and Public Finance
|
|
40,405
|
|
|
5.9
|
%
|
|
3,408
|
|
|
3.8
|
%
|
|
Automotive
|
|
39,794
|
|
|
5.8
|
%
|
|
6,599
|
|
|
7.4
|
%
|
|
Hotel, Gaming and Leisure
|
|
33,844
|
|
|
4.9
|
%
|
|
2,254
|
|
|
2.5
|
%
|
|
Cargo Transportation
|
|
31,950
|
|
|
4.7
|
%
|
|
4,229
|
|
|
4.7
|
%
|
|
Beverage, Food and Tobacco
|
|
29,464
|
|
|
4.3
|
%
|
|
6,691
|
|
|
7.5
|
%
|
|
Media: Advertising, Printing and Publishing
|
|
28,465
|
|
|
4.1
|
%
|
|
1,895
|
|
|
2.1
|
%
|
|
Healthcare and Pharmaceuticals
|
|
27,895
|
|
|
4.1
|
%
|
|
1,988
|
|
|
2.2
|
%
|
|
Capital Equipment
|
|
27,089
|
|
|
3.9
|
%
|
|
4,932
|
|
|
5.5
|
%
|
|
Containers, Packaging and Glass
|
|
26,750
|
|
|
3.9
|
%
|
|
5,325
|
|
|
6.0
|
%
|
|
Construction and Building
|
|
19,894
|
|
|
2.9
|
%
|
|
4,224
|
|
|
4.7
|
%
|
|
Telecommunications
|
|
16,601
|
|
|
2.4
|
%
|
|
1,168
|
|
|
1.3
|
%
|
|
Wholesale
|
|
14,575
|
|
|
2.1
|
%
|
|
2,806
|
|
|
3.1
|
%
|
|
Business Services
|
|
12,057
|
|
|
1.8
|
%
|
|
1,628
|
|
|
1.8
|
%
|
|
Durable Consumer Goods
|
|
10,990
|
|
|
1.6
|
%
|
|
2,485
|
|
|
2.8
|
%
|
|
Grocery
|
|
10,662
|
|
|
1.6
|
%
|
|
1,260
|
|
|
1.4
|
%
|
|
Aerospace and Defense
|
|
10,556
|
|
|
1.5
|
%
|
|
1,183
|
|
|
1.3
|
%
|
|
Metals and Mining
|
|
9,705
|
|
|
1.4
|
%
|
|
1,413
|
|
|
1.6
|
%
|
|
Chemicals, Plastics and Rubber
|
|
9,449
|
|
|
1.4
|
%
|
|
1,088
|
|
|
1.2
|
%
|
|
Oil and Gas
|
|
8,227
|
|
|
1.2
|
%
|
|
368
|
|
|
0.4
|
%
|
|
Non-Durable Consumer Goods
|
|
7,784
|
|
|
1.1
|
%
|
|
1,883
|
|
|
2.1
|
%
|
|
Banking
|
|
7,392
|
|
|
1.1
|
%
|
|
596
|
|
|
0.7
|
%
|
|
Other
(b)
|
|
14,573
|
|
|
2.1
|
%
|
|
2,684
|
|
|
3.0
|
%
|
|
Total
|
|
$
|
686,350
|
|
|
100.0
|
%
|
|
89,296
|
|
|
100.0
|
%
|
(a)
|
Includes automotive dealerships.
|
(b)
|
Includes ABR from tenants in the following industries: insurance; electricity; media: broadcasting and subscription; forest products and paper; environmental industries; and consumer transportation. Also includes square footage for vacant properties.
|
|
W. P. Carey 3/31/2016 10-Q
–
47
|
Year of Lease Expiration
(a)
|
|
Number of Leases Expiring
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
||||||
March 31, 2016
(b)
|
|
1
|
|
|
$
|
558
|
|
|
0.1
|
%
|
|
35
|
|
|
—
|
%
|
Remaining 2016
(c)
|
|
9
|
|
|
11,092
|
|
|
1.6
|
%
|
|
945
|
|
|
1.1
|
%
|
|
2017
|
|
14
|
|
|
11,743
|
|
|
1.7
|
%
|
|
2,376
|
|
|
2.7
|
%
|
|
2018
|
|
28
|
|
|
52,970
|
|
|
7.7
|
%
|
|
7,986
|
|
|
8.9
|
%
|
|
2019
|
|
26
|
|
|
40,738
|
|
|
5.9
|
%
|
|
4,283
|
|
|
4.8
|
%
|
|
2020
|
|
24
|
|
|
36,160
|
|
|
5.3
|
%
|
|
3,548
|
|
|
4.0
|
%
|
|
2021
|
|
81
|
|
|
43,356
|
|
|
6.3
|
%
|
|
6,852
|
|
|
7.7
|
%
|
|
2022
|
|
37
|
|
|
63,516
|
|
|
9.3
|
%
|
|
8,487
|
|
|
9.5
|
%
|
|
2023
|
|
15
|
|
|
38,075
|
|
|
5.5
|
%
|
|
4,893
|
|
|
5.5
|
%
|
|
2024
|
|
44
|
|
|
93,686
|
|
|
13.6
|
%
|
|
11,719
|
|
|
13.1
|
%
|
|
2025
|
|
44
|
|
|
34,062
|
|
|
5.0
|
%
|
|
3,645
|
|
|
4.1
|
%
|
|
2026
|
|
22
|
|
|
21,513
|
|
|
3.1
|
%
|
|
3,118
|
|
|
3.5
|
%
|
|
2027
|
|
25
|
|
|
42,264
|
|
|
6.2
|
%
|
|
6,277
|
|
|
7.0
|
%
|
|
2028
|
|
10
|
|
|
27,521
|
|
|
4.0
|
%
|
|
3,089
|
|
|
3.5
|
%
|
|
2029
|
|
12
|
|
|
20,284
|
|
|
3.0
|
%
|
|
3,097
|
|
|
3.5
|
%
|
|
Thereafter
|
|
86
|
|
|
148,812
|
|
|
21.7
|
%
|
|
17,606
|
|
|
19.6
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1,340
|
|
|
1.5
|
%
|
|
Total
|
|
478
|
|
|
$
|
686,350
|
|
|
100.0
|
%
|
|
89,296
|
|
|
100.0
|
%
|
(a)
|
Assumes tenant does not exercise renewal option.
|
(b)
|
Reflects ABR for a lease that expired on March 31, 2016.
|
(c)
|
A month-to-month lease with ABR of
$0.1 million
is included in
2016
ABR.
|
|
W. P. Carey 3/31/2016 10-Q
–
48
|
|
Three Months Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
175,244
|
|
|
$
|
160,165
|
|
|
$
|
15,079
|
|
Lease termination income and other
|
32,541
|
|
|
3,209
|
|
|
29,332
|
|
|||
Operating property revenues
|
6,902
|
|
|
7,112
|
|
|
(210
|
)
|
|||
Reimbursable tenant costs
|
6,309
|
|
|
5,939
|
|
|
370
|
|
|||
|
220,996
|
|
|
176,425
|
|
|
44,571
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Net-leased properties
|
82,325
|
|
|
63,318
|
|
|
19,007
|
|
|||
Operating properties
|
1,035
|
|
|
1,050
|
|
|
(15
|
)
|
|||
|
83,360
|
|
|
64,368
|
|
|
18,992
|
|
|||
Property expenses:
|
|
|
|
|
|
||||||
Net-leased properties
|
11,432
|
|
|
2,474
|
|
|
8,958
|
|
|||
Reimbursable tenant costs
|
6,309
|
|
|
5,939
|
|
|
370
|
|
|||
Operating property expenses
|
5,712
|
|
|
5,371
|
|
|
341
|
|
|||
Property management fees
|
628
|
|
|
1,519
|
|
|
(891
|
)
|
|||
|
24,081
|
|
|
15,303
|
|
|
8,778
|
|
|||
General and administrative
|
9,544
|
|
|
15,152
|
|
|
(5,608
|
)
|
|||
Restructuring and other compensation
|
4,426
|
|
|
—
|
|
|
4,426
|
|
|||
Property acquisition and other expenses
|
2,897
|
|
|
5,676
|
|
|
(2,779
|
)
|
|||
Stock-based compensation expense
|
1,837
|
|
|
2,455
|
|
|
(618
|
)
|
|||
Impairment charges
|
—
|
|
|
2,683
|
|
|
(2,683
|
)
|
|||
|
126,145
|
|
|
105,637
|
|
|
20,508
|
|
|||
Segment Net Operating Income
|
94,851
|
|
|
70,788
|
|
|
24,063
|
|
|||
Other Income and Expenses
|
|
|
|
|
|
||||||
Interest expense
|
(48,395
|
)
|
|
(47,949
|
)
|
|
(446
|
)
|
|||
Equity in earnings of equity method investments in the Managed REITs and real estate
|
15,166
|
|
|
11,723
|
|
|
3,443
|
|
|||
Other income and (expenses)
|
3,775
|
|
|
(4,485
|
)
|
|
8,260
|
|
|||
|
(29,454
|
)
|
|
(40,711
|
)
|
|
11,257
|
|
|||
Income before income taxes and gain on sale of real estate
|
65,397
|
|
|
30,077
|
|
|
35,320
|
|
|||
(Provision for) benefit from income taxes
|
(2,088
|
)
|
|
1,273
|
|
|
(3,361
|
)
|
|||
Income before gain on sale of real estate
|
63,309
|
|
|
31,350
|
|
|
31,959
|
|
|||
Gain on sale of real estate, net of tax
|
662
|
|
|
1,185
|
|
|
(523
|
)
|
|||
Net Income from Owned Real Estate
|
63,971
|
|
|
32,535
|
|
|
31,436
|
|
|||
Net income attributable to noncontrolling interests
|
(3,425
|
)
|
|
(2,466
|
)
|
|
(959
|
)
|
|||
Net Income from Owned Real Estate Attributable to W. P. Carey
|
$
|
60,546
|
|
|
$
|
30,069
|
|
|
$
|
30,477
|
|
|
W. P. Carey 3/31/2016 10-Q
–
49
|
|
W. P. Carey 3/31/2016 10-Q
–
50
|
|
Three Months Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Existing Net-Leased Properties
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
145,672
|
|
|
$
|
151,723
|
|
|
$
|
(6,051
|
)
|
Property expenses
|
(10,663
|
)
|
|
(2,091
|
)
|
|
(8,572
|
)
|
|||
Depreciation and amortization
|
(56,051
|
)
|
|
(59,230
|
)
|
|
3,179
|
|
|||
Property level contribution
|
78,958
|
|
|
90,402
|
|
|
(11,444
|
)
|
|||
Recently Acquired Net-Leased Properties
|
|
|
|
|
|
||||||
Lease revenues
|
12,677
|
|
|
4,902
|
|
|
7,775
|
|
|||
Property expenses
|
(706
|
)
|
|
(239
|
)
|
|
(467
|
)
|
|||
Depreciation and amortization
|
(5,486
|
)
|
|
(1,921
|
)
|
|
(3,565
|
)
|
|||
Property level contribution
|
6,485
|
|
|
2,742
|
|
|
3,743
|
|
|||
Properties Sold or Held for Sale
|
|
|
|
|
|
||||||
Lease revenues
|
16,895
|
|
|
3,540
|
|
|
13,355
|
|
|||
Operating revenues
|
54
|
|
|
273
|
|
|
(219
|
)
|
|||
Property expenses
|
(164
|
)
|
|
(301
|
)
|
|
137
|
|
|||
Depreciation and amortization
|
(20,797
|
)
|
|
(2,215
|
)
|
|
(18,582
|
)
|
|||
Property level contribution
|
(4,012
|
)
|
|
1,297
|
|
|
(5,309
|
)
|
|||
Operating Properties
|
|
|
|
|
|
||||||
Revenues
|
6,848
|
|
|
6,839
|
|
|
9
|
|
|||
Property expenses
|
(5,611
|
)
|
|
(5,214
|
)
|
|
(397
|
)
|
|||
Depreciation and amortization
|
(1,026
|
)
|
|
(1,002
|
)
|
|
(24
|
)
|
|||
Property level contribution
|
211
|
|
|
623
|
|
|
(412
|
)
|
|||
Property Level Contribution
|
81,642
|
|
|
95,064
|
|
|
(13,422
|
)
|
|||
Add: Lease termination income and other
|
32,541
|
|
|
3,209
|
|
|
29,332
|
|
|||
Less other expenses:
|
|
|
|
|
|
||||||
General and administrative
|
(9,544
|
)
|
|
(15,152
|
)
|
|
5,608
|
|
|||
Restructuring and other compensation
|
(4,426
|
)
|
|
—
|
|
|
(4,426
|
)
|
|||
Property acquisition and other expenses
|
(2,897
|
)
|
|
(5,676
|
)
|
|
2,779
|
|
|||
Stock-based compensation expense
|
(1,837
|
)
|
|
(2,455
|
)
|
|
618
|
|
|||
Property management fees
|
(628
|
)
|
|
(1,519
|
)
|
|
891
|
|
|||
Impairment charges
|
—
|
|
|
(2,683
|
)
|
|
2,683
|
|
|||
Segment Net Operating Income
|
$
|
94,851
|
|
|
$
|
70,788
|
|
|
$
|
24,063
|
|
|
W. P. Carey 3/31/2016 10-Q
–
51
|
|
W. P. Carey 3/31/2016 10-Q
–
52
|
|
W. P. Carey 3/31/2016 10-Q
–
53
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Equity in earnings of equity method investments in the Managed REITs:
|
|
|
|
||||
Equity in earnings of equity method investments in the Managed REITs
|
$
|
1,028
|
|
|
$
|
12
|
|
Distributions of Available Cash:
(a)
|
|
|
|
||||
CPA
®
:17 – Global
|
6,668
|
|
|
6,064
|
|
||
CPA
®
:18 – Global
|
1,277
|
|
|
894
|
|
||
CWI 1
|
2,507
|
|
|
1,848
|
|
||
CWI 2
|
529
|
|
|
—
|
|
||
Equity in earnings of equity method investments from the Managed REITs
|
12,009
|
|
|
8,818
|
|
||
Equity in earnings of other equity method investments in real estate:
|
|
|
|
||||
Equity investments
|
3,157
|
|
|
2,905
|
|
||
Total equity in earnings of other equity method investments in real estate
|
3,157
|
|
|
2,905
|
|
||
Total equity in earnings of equity method investments in the Managed REITs and real estate
|
$
|
15,166
|
|
|
$
|
11,723
|
|
(a)
|
We are entitled to receive distributions of our share of earnings up to 10% of the Available Cash from the operating partnerships of each of the Managed REITs, as defined in their respective operating partnership agreements. Distributions of Available Cash received and earned from the Managed REITs increased, primarily as a result of new investments that they entered into during 2016 and 2015.
|
|
W. P. Carey 3/31/2016 10-Q
–
54
|
|
W. P. Carey 3/31/2016 10-Q
–
55
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Total properties — Managed REITs
|
607
|
|
|
602
|
|
||
Assets under management — Managed Programs
(a)
|
$
|
11,595.7
|
|
|
$
|
11,045.3
|
|
Cumulative funds raised — CPA
®
:18 – Global offering
(b) (c)
|
1,243.5
|
|
|
1,243.5
|
|
||
Cumulative funds raised — CWI 2 offering
(b) (d)
|
404.0
|
|
|
247.0
|
|
||
Cumulative funds raised — CCIF offering
(e)
|
16.0
|
|
|
2.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Financings structured — Managed REITs
|
$
|
437.6
|
|
|
$
|
294.0
|
|
Investments structured — Managed REITs
(f)
|
411.7
|
|
|
565.8
|
|
||
Funds raised — CPA
®
:18 – Global offering
(b) (c)
|
—
|
|
|
99.2
|
|
||
Funds raised — CWI 2 offering
(b) (d)
|
157.0
|
|
|
—
|
|
||
Funds raised — CCIF offering
(e)
|
14.0
|
|
|
—
|
|
(a)
|
Represents the estimated fair value of the real estate assets owned by the Managed REITs, which was calculated by us as the advisor to the Managed REITs based in part upon third-party appraisals, plus cash and cash equivalents, less distributions payable. Amounts also include the fair value of the investment assets, plus cash and cash equivalents, owned by CCIF.
|
(b)
|
Excludes reinvested distributions through each entity’s distribution reinvestment plan.
|
(c)
|
Reflects funds raised from CPA
®
:18 – Global’s initial public offering, which commenced in May 2013 and closed on April 2, 2015 (
Note 4
).
|
(d)
|
Reflects funds raised from CWI 2’s initial public offering, which commenced in February 2015 and began to admit new stockholders on May 15, 2015.
|
(e)
|
We began to raise funds on behalf of the CCIF Feeder Funds in the fourth quarter of 2015. Amount represents funding from the Feeder Funds to CCIF.
|
(f)
|
Includes acquisition-related costs.
|
|
W. P. Carey 3/31/2016 10-Q
–
56
|
|
Three Months Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Reimbursable costs
|
$
|
19,738
|
|
|
$
|
9,607
|
|
|
$
|
10,131
|
|
Asset management revenue
|
14,613
|
|
|
11,159
|
|
|
3,454
|
|
|||
Structuring revenue
|
12,721
|
|
|
21,720
|
|
|
(8,999
|
)
|
|||
Dealer manager fees
|
2,172
|
|
|
1,274
|
|
|
898
|
|
|||
Other advisory revenue
|
—
|
|
|
203
|
|
|
(203
|
)
|
|||
|
49,244
|
|
|
43,963
|
|
|
5,281
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Reimbursable costs from affiliates
|
19,738
|
|
|
9,607
|
|
|
10,131
|
|
|||
General and administrative
|
11,894
|
|
|
14,616
|
|
|
(2,722
|
)
|
|||
Restructuring and other compensation
|
7,047
|
|
|
—
|
|
|
7,047
|
|
|||
Stock-based compensation expense
|
4,770
|
|
|
4,554
|
|
|
216
|
|
|||
Dealer manager fees and expenses
|
3,352
|
|
|
2,372
|
|
|
980
|
|
|||
Subadvisor fees
|
3,293
|
|
|
2,661
|
|
|
632
|
|
|||
Property acquisition and other expenses
|
2,669
|
|
|
—
|
|
|
2,669
|
|
|||
Depreciation and amortization
|
1,092
|
|
|
1,032
|
|
|
60
|
|
|||
|
53,855
|
|
|
34,842
|
|
|
19,013
|
|
|||
Other Income and Expenses
|
|
|
|
|
|
||||||
Equity in loss of equity method investment in Carey Credit Income Fund
|
(155
|
)
|
|
—
|
|
|
(155
|
)
|
|||
Other income and (expenses)
|
96
|
|
|
179
|
|
|
(83
|
)
|
|||
|
(59
|
)
|
|
179
|
|
|
(238
|
)
|
|||
(Loss) income before income taxes
|
(4,670
|
)
|
|
9,300
|
|
|
(13,970
|
)
|
|||
Benefit from (provision for) income taxes
|
1,563
|
|
|
(3,253
|
)
|
|
4,816
|
|
|||
Net (Loss) Income from Investment Management Attributable to W. P. Carey
|
$
|
(3,107
|
)
|
|
$
|
6,047
|
|
|
$
|
(9,154
|
)
|
|
W. P. Carey 3/31/2016 10-Q
–
57
|
|
W. P. Carey 3/31/2016 10-Q
–
58
|
|
W. P. Carey 3/31/2016 10-Q
–
59
|
|
W. P. Carey 3/31/2016 10-Q
–
60
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Carrying Value
|
|
|
|
||||
Fixed rate:
|
|
|
|
||||
Non-recourse mortgages
(a)
|
$
|
1,876,712
|
|
|
$
|
1,903,094
|
|
Senior Unsecured Notes
(a)
|
1,501,281
|
|
|
1,476,084
|
|
||
|
3,377,993
|
|
|
3,379,178
|
|
||
Variable rate:
|
|
|
|
||||
Revolver
|
564,600
|
|
|
485,021
|
|
||
Term Loan Facility
(a)
|
249,790
|
|
|
249,683
|
|
||
Non-recourse debt
(a)
:
|
|
|
|
||||
Amount subject to interest rate swap and cap
|
287,806
|
|
|
283,441
|
|
||
Non-recourse mortgages
|
45,282
|
|
|
43,452
|
|
||
Amount of fixed rate debt subject to interest rate reset features
|
38,193
|
|
|
39,434
|
|
||
|
1,185,671
|
|
|
1,101,031
|
|
||
|
$
|
4,563,664
|
|
|
$
|
4,480,209
|
|
|
|
|
|
||||
Percent of Total Debt
|
|
|
|
||||
Fixed rate
|
74
|
%
|
|
75
|
%
|
||
Variable rate
|
26
|
%
|
|
25
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Period
|
|
|
|
||||
Fixed rate
|
4.7
|
%
|
|
4.8
|
%
|
||
Variable rate
(b)
|
2.1
|
%
|
|
2.2
|
%
|
(a)
|
In accordance with ASU 2015-03, we reclassified deferred financing costs from Other assets, net to Non-recourse debt, net, Senior Unsecured Notes, net, and Senior Unsecured Credit Facility - Term Loan, net as of
December 31, 2015
(
Note 3
). Aggregate debt balance includes deferred financing costs totaling
$12.0 million
and
$12.6 million
as of
March 31, 2016
and
December 31, 2015
, respectively.
|
(b)
|
The impact of our derivative instruments is reflected in the weighted-average interest rates.
|
•
|
Cash and cash equivalents totaling
$267.1 million
. Of this amount,
$89.1 million
, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;
|
•
|
Our Revolver, with unused capacity of
$935.4 million
, excluding amounts reserved for outstanding letters of credit; and
|
•
|
Unleveraged properties that had an aggregate carrying value of
$2.8 billion
at
March 31, 2016
, although there can be no assurance that we would be able to obtain financing for these properties.
|
|
W. P. Carey 3/31/2016 10-Q
–
61
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Outstanding Balance
|
|
Maximum Available
|
|
Outstanding Balance
|
|
Maximum Available
|
||||||||
Revolver
|
$
|
564,600
|
|
|
$
|
1,500,000
|
|
|
$
|
485,021
|
|
|
$
|
1,500,000
|
|
Term Loan Facility
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Non-recourse debt — principal
(a)
|
$
|
2,245,974
|
|
|
$
|
773,229
|
|
|
$
|
584,120
|
|
|
$
|
339,086
|
|
|
$
|
549,539
|
|
Senior Unsecured Notes — principal
(a) (b)
|
1,519,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,519,250
|
|
|||||
Senior Unsecured Credit Facility — principal
(a)
(c)
|
814,600
|
|
|
250,000
|
|
|
564,600
|
|
|
—
|
|
|
—
|
|
|||||
Interest on borrowings
(d)
|
823,031
|
|
|
177,481
|
|
|
240,739
|
|
|
187,358
|
|
|
217,453
|
|
|||||
Operating and other lease commitments
(e)
|
174,275
|
|
|
6,311
|
|
|
17,241
|
|
|
15,320
|
|
|
135,403
|
|
|||||
Property improvement commitments
|
13,398
|
|
|
13,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tenant expansion allowance
(f)
|
12,879
|
|
|
2,499
|
|
|
10,380
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and other compensation commitments
(g)
|
7,219
|
|
|
4,661
|
|
|
2,558
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
5,610,626
|
|
|
$
|
1,227,579
|
|
|
$
|
1,419,638
|
|
|
$
|
541,764
|
|
|
$
|
2,421,645
|
|
(a)
|
Excludes deferred financing costs totaling
$12.0 million
, the unamortized discount on the Senior Unsecured Notes of
$7.7 million
, and the unamortized fair market value adjustment of
$3.6 million
resulting from the assumption of property-level debt in connection with the CPA
®
:15 Merger and CPA
®
:16 Merger (
Note 11
).
|
(b)
|
Our Senior Unsecured Notes are scheduled to mature from 2023 through 2025.
|
|
W. P. Carey 3/31/2016 10-Q
–
62
|
(c)
|
Our Revolver is scheduled to mature on January 31, 2018 and our Term Loan Facility is scheduled to mature on January 31, 2017 unless otherwise extended pursuant to their terms.
|
(d)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at
March 31, 2016
.
|
(e)
|
Operating and other lease commitments consist primarily of rental obligations under ground leases and the future minimum rents payable on the leases for our principal offices. Pursuant to their respective advisory agreements with us, we are reimbursed by the Managed REITs for their share of overhead costs, which includes a portion of those future minimum rent amounts. Our operating lease commitments are presented net of
$6.0 million
, based on the allocation percentages as of
March 31, 2016
, which we estimate the Managed REITs will reimburse us for in full.
|
(f)
|
Represents a tenant expansion allowance of
$12.9 million
that we committed to fund in connection with an investment in Australia. Amounts are based on the exchange rate of the Australian dollar at
March 31, 2016
.
|
(g)
|
Represents severance-related obligations to our former Chief Executive Officer and other former employees (
Note 13
).
|
|
W. P. Carey 3/31/2016 10-Q
–
63
|
|
W. P. Carey 3/31/2016 10-Q
–
64
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income attributable to W. P. Carey
|
$
|
57,439
|
|
|
$
|
36,116
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
82,957
|
|
|
63,891
|
|
||
Gain on sale of real estate, net
|
(662
|
)
|
|
(1,185
|
)
|
||
Impairment charges
|
—
|
|
|
2,683
|
|
||
Proportionate share of adjustments for noncontrolling interests to arrive at FFO
|
(2,625
|
)
|
|
(2,653
|
)
|
||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at FFO
|
1,309
|
|
|
1,278
|
|
||
Total adjustments
|
80,979
|
|
|
64,014
|
|
||
FFO attributable to W. P. Carey — as defined by NAREIT
|
138,418
|
|
|
100,130
|
|
||
Adjustments:
|
|
|
|
||||
Straight-line and other rent adjustments
(a)
|
(26,912
|
)
|
|
(2,937
|
)
|
||
Restructuring and other compensation
(b)
|
11,473
|
|
|
—
|
|
||
Allowance for credit losses
|
7,064
|
|
|
—
|
|
||
Stock-based compensation
|
6,607
|
|
|
7,009
|
|
||
Property acquisition and other expenses
(c)
|
5,566
|
|
|
5,676
|
|
||
Other amortization and non-cash items
(d)
|
(3,833
|
)
|
|
6,690
|
|
||
Tax benefit – deferred
|
(2,988
|
)
|
|
(1,745
|
)
|
||
Loss on extinguishment of debt
|
1,925
|
|
|
—
|
|
||
Above- and below-market rent intangible lease amortization, net
(e)
|
(1,818
|
)
|
|
13,750
|
|
||
Amortization of deferred financing costs
|
1,354
|
|
|
1,165
|
|
||
Realized gains on foreign currency
|
(212
|
)
|
|
(554
|
)
|
||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at AFFO
|
1,321
|
|
|
1,000
|
|
||
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO
|
1,499
|
|
|
(214
|
)
|
||
Total adjustments
|
1,046
|
|
|
29,840
|
|
||
AFFO attributable to W. P. Carey
|
$
|
139,464
|
|
|
$
|
129,970
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO attributable to W. P. Carey — as defined by NAREIT
|
$
|
138,418
|
|
|
$
|
100,130
|
|
AFFO attributable to W. P. Carey
|
$
|
139,464
|
|
|
$
|
129,970
|
|
|
W. P. Carey 3/31/2016 10-Q
–
65
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income from Owned Real Estate attributable to W. P. Carey
|
$
|
60,546
|
|
|
$
|
30,069
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
82,957
|
|
|
63,891
|
|
||
Gain on sale of real estate, net
|
(662
|
)
|
|
(1,185
|
)
|
||
Impairment charges
|
—
|
|
|
2,683
|
|
||
Proportionate share of adjustments for noncontrolling interests to arrive at FFO
|
(2,625
|
)
|
|
(2,653
|
)
|
||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at FFO
|
1,309
|
|
|
1,278
|
|
||
Total adjustments
|
80,979
|
|
|
64,014
|
|
||
FFO attributable to W. P. Carey — as defined by NAREIT — Owned Real Estate
|
141,525
|
|
|
94,083
|
|
||
Adjustments:
|
|
|
|
||||
Straight-line and other rent adjustments
(a)
|
(26,912
|
)
|
|
(2,937
|
)
|
||
Allowance for credit losses
|
7,064
|
|
|
—
|
|
||
Restructuring and other compensation
(b)
|
4,426
|
|
|
—
|
|
||
Other amortization and non-cash items
(d)
|
(3,877
|
)
|
|
6,712
|
|
||
Property acquisition and other expenses
(c)
|
2,897
|
|
|
5,676
|
|
||
Loss on extinguishment of debt
|
1,925
|
|
|
—
|
|
||
Stock-based compensation
|
1,837
|
|
|
2,455
|
|
||
Above- and below-market rent intangible lease amortization, net
(e)
|
(1,818
|
)
|
|
13,750
|
|
||
Tax benefit – deferred
|
(1,499
|
)
|
|
(1,937
|
)
|
||
Amortization of deferred financing costs
|
1,354
|
|
|
1,165
|
|
||
Realized gains on foreign currency
|
(245
|
)
|
|
(547
|
)
|
||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at AFFO
|
1,038
|
|
|
1,000
|
|
||
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO
|
1,499
|
|
|
(214
|
)
|
||
Total adjustments
|
(12,311
|
)
|
|
25,123
|
|
||
AFFO attributable to W. P. Carey — Owned Real Estate
|
$
|
129,214
|
|
|
$
|
119,206
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO attributable to W. P. Carey — as defined by NAREIT — Owned Real Estate
|
$
|
141,525
|
|
|
$
|
94,083
|
|
AFFO attributable to W. P. Carey — Owned Real Estate
|
$
|
129,214
|
|
|
$
|
119,206
|
|
|
W. P. Carey 3/31/2016 10-Q
–
66
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net (loss) income from Investment Management attributable to W. P. Carey
|
$
|
(3,107
|
)
|
|
$
|
6,047
|
|
FFO attributable to W. P. Carey — as defined by NAREIT — Investment Management
|
(3,107
|
)
|
|
6,047
|
|
||
Adjustments:
|
|
|
|
||||
Restructuring and other compensation
(b)
|
7,047
|
|
|
—
|
|
||
Stock-based compensation
|
4,770
|
|
|
4,554
|
|
||
Property acquisition and other expenses
(c)
|
2,669
|
|
|
—
|
|
||
Tax (benefit) expense – deferred
|
(1,489
|
)
|
|
192
|
|
||
Other amortization and non-cash items
(d)
|
44
|
|
|
(22
|
)
|
||
Realized losses (gains) on foreign currency
|
33
|
|
|
(7
|
)
|
||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at AFFO
|
283
|
|
|
—
|
|
||
Total adjustments
|
13,357
|
|
|
4,717
|
|
||
AFFO attributable to W. P. Carey — Investment Management
|
$
|
10,250
|
|
|
$
|
10,764
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO attributable to W. P. Carey — as defined by NAREIT — Investment Management
|
$
|
(3,107
|
)
|
|
$
|
6,047
|
|
AFFO attributable to W. P. Carey — Investment Management
|
$
|
10,250
|
|
|
$
|
10,764
|
|
(a)
|
Amount for the
three months ended March 31, 2016
includes an adjustment to exclude
$27.2 million
of the
$32.2 million
of lease termination income recognized in connection with a domestic property that was sold during the period, as such amount was determined to be non-core income (
Note 16
). Amount for the
three months ended March 31, 2016
also reflects an adjustment to include
$1.8 million
of lease termination income received in December 2015 that represented core income for the
three months ended March 31, 2016
.
|
(b)
|
Amount represents restructuring and other compensation-related expenses resulting from a reduction in headcount and employment severance arrangements (
Note 13
).
|
(c)
|
Amount for the
three months ended March 31, 2016
is comprised of expenses related to our formal strategic review.
|
(d)
|
Represents primarily unrealized gains and losses from foreign exchange and derivatives.
|
(e)
|
Amount for the
three months ended March 31, 2016
includes an adjustment of
$15.6 million
related to the acceleration of a below-market lease from a tenant of a domestic property.
|
|
W. P. Carey 3/31/2016 10-Q
–
67
|
|
2016 (Remainder)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair value
|
||||||||||||||||
Fixed-rate debt
(a)
|
$
|
330,552
|
|
|
$
|
624,246
|
|
|
$
|
132,927
|
|
|
$
|
86,093
|
|
|
$
|
176,845
|
|
|
$
|
2,041,934
|
|
|
$
|
3,392,597
|
|
|
$
|
3,391,047
|
|
Variable-rate debt
(a)
|
$
|
53,267
|
|
|
$
|
306,967
|
|
|
$
|
703,630
|
|
|
$
|
13,986
|
|
|
$
|
47,060
|
|
|
$
|
62,317
|
|
|
$
|
1,187,227
|
|
|
$
|
1,185,186
|
|
(a)
|
Amounts are based on the exchange rate at
March 31, 2016
, as applicable.
|
|
W. P. Carey 3/31/2016 10-Q
–
68
|
Lease Revenues
(a)
|
|
2016 (Remainder)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(b)
|
|
$
|
160,399
|
|
|
$
|
196,333
|
|
|
$
|
183,725
|
|
|
$
|
166,138
|
|
|
$
|
161,705
|
|
|
$
|
1,368,838
|
|
|
$
|
2,237,138
|
|
British pound sterling
(c)
|
|
27,899
|
|
|
37,029
|
|
|
37,075
|
|
|
37,213
|
|
|
37,315
|
|
|
334,266
|
|
|
510,797
|
|
|||||||
Australian dollar
(d)
|
|
7,933
|
|
|
10,529
|
|
|
10,529
|
|
|
10,529
|
|
|
10,557
|
|
|
145,727
|
|
|
195,804
|
|
|||||||
Other foreign currencies
(e)
|
|
11,104
|
|
|
14,796
|
|
|
14,964
|
|
|
15,392
|
|
|
15,585
|
|
|
152,153
|
|
|
223,994
|
|
|||||||
|
|
$
|
207,335
|
|
|
$
|
258,687
|
|
|
$
|
246,293
|
|
|
$
|
229,272
|
|
|
$
|
225,162
|
|
|
$
|
2,000,984
|
|
|
$
|
3,167,733
|
|
Debt service
(a) (f)
|
|
2016 (Remainder)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(b)
|
|
$
|
236,184
|
|
|
$
|
387,679
|
|
|
$
|
591,730
|
|
|
$
|
21,823
|
|
|
$
|
63,736
|
|
|
$
|
632,732
|
|
|
$
|
1,933,884
|
|
British pound sterling
(c)
|
|
5,993
|
|
|
903
|
|
|
903
|
|
|
903
|
|
|
902
|
|
|
13,357
|
|
|
22,961
|
|
|||||||
Other foreign currencies
(e)
|
|
2,164
|
|
|
7,312
|
|
|
9,497
|
|
|
731
|
|
|
3,756
|
|
|
—
|
|
|
23,460
|
|
|||||||
|
|
$
|
244,341
|
|
|
$
|
395,894
|
|
|
$
|
602,130
|
|
|
$
|
23,457
|
|
|
$
|
68,394
|
|
|
$
|
646,089
|
|
|
$
|
1,980,305
|
|
(a)
|
Amounts are based on the applicable exchange rates at
March 31, 2016
. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.
|
(b)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at
March 31, 2016
of
$3.0 million
. Amounts included the equivalent of
$440.6 million
borrowed in euro under our Revolver, which is scheduled to mature on January 31, 2018 unless extended pursuant to its terms (
Note 11
), and the equivalent of
$569.3 million
of 2.0% Senior Euro Notes outstanding maturing in January 2023 (
Note 11
).
|
|
W. P. Carey 3/31/2016 10-Q
–
69
|
(c)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at
March 31, 2016
of
$4.9 million
.
|
(d)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the Australian dollar and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at
March 31, 2016
of
$2.0 million
. There is no related mortgage loan on this investment.
|
(e)
|
Other foreign currencies consist of the Canadian dollar, the Malaysian ringgit, the Swedish krona, the Norwegian krone, and the Thai baht.
|
(f)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at
March 31, 2016
.
|
•
|
74%
related to domestic properties; and
|
•
|
26%
related to international properties.
|
•
|
63%
related to domestic properties;
|
•
|
37%
related to international properties;
|
•
|
29%
related to office facilities,
25%
related to industrial facilities,
18%
related to warehouse facilities, and
16%
related to retail facilities; and
|
•
|
21%
related to the retail stores industry.
|
|
W. P. Carey 3/31/2016 10-Q
–
70
|
|
W. P. Carey 3/31/2016 10-Q
–
71
|
Exhibit
No.
|
|
|
Description
|
|
Method of Filing
|
3.1
|
|
|
Third Amended and Restated Bylaws of W. P. Carey Inc.
|
|
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed January 22, 2016
|
|
|
|
|
|
|
10.1
|
|
|
Amended and Restated Advisory Agreement, dated as of January 1, 2016, by and among Carey Watermark Investors Incorporated, CWI OP, LP and Carey Lodging Advisors, LLC
|
|
Incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed February 26, 2016
|
|
|
|
|
|
|
10.2
|
|
|
Separation Agreement, dated February 10, 2016, by and between W. P. Carey Inc. and Trevor P. Bond
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 10, 2016
|
|
|
|
|
|
|
10.3
|
|
|
Separation Agreement, dated February 10, 2016, by and between W. P. Carey Inc. and Catherine Rice
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
101
|
|
|
The following materials from W. P. Carey Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the three months ended March 31, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016 and 2015, (iv) Consolidated Statements of Equity for the three months ended March 31, 2016 and 2015, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements.
|
|
Filed herewith
|
|
W. P. Carey 3/31/2016 10-Q
–
72
|
|
|
|
W. P. Carey Inc.
|
Date:
|
May 5, 2016
|
|
|
|
|
By:
|
/s/ Hisham A. Kader
|
|
|
|
Hisham A. Kader
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
May 5, 2016
|
|
|
|
|
By:
|
/s/ ToniAnn Sanzone
|
|
|
|
ToniAnn Sanzone
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
|
W. P. Carey 3/31/2016 10-Q
–
73
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
3.1
|
|
|
Third Amended and Restated Bylaws of W. P. Carey Inc.
|
|
Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed January 22, 2016
|
|
|
|
|
|
|
10.1
|
|
|
Amended and Restated Advisory Agreement, dated as of January 1, 2016, by and among Carey Watermark Investors Incorporated, CWI OP, LP and Carey Lodging Advisors, LLC
|
|
Incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed February 26, 2016
|
|
|
|
|
|
|
10.2
|
|
|
Separation Agreement, dated February 10, 2016, by and between W. P. Carey Inc. and Trevor P. Bond
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 10, 2016
|
|
|
|
|
|
|
10.3
|
|
|
Separation Agreement, dated February 10, 2016, by and between W. P. Carey Inc. and Catherine Rice
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
101
|
|
|
The following materials from W. P. Carey Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the three months ended March 31, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2016 and 2015, (iv) Consolidated Statements of Equity for the three months ended March 31, 2016 and 2015, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements.
|
|
Filed herewith
|
Ms. Catherine Rice
|
|
February 10, 2016
|
Ms. Catherine Rice
|
|
February 10, 2016
|
Very truly yours,
|
|
/s/ Susan C. Hyde
|
Accepted and Agreed to:
|
|
/s/ Catherine Rice
|
Catherine Rice
|
|
Dated: February 26, 2016
|
|
CATHERINE RICE
|
|
|
|
|
|
|
|
|
Dated:
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey Inc.
|