|
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
|
Emerging growth company
o
|
|
|
|
|
Page No.
|
PART I — FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 4.
Controls and Procedures
|
||
|
|
|
PART II — OTHER INFORMATION
|
|
|
Item 6.
Exhibits
|
||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Land, buildings and improvements
|
$
|
9,396,426
|
|
|
$
|
9,251,396
|
|
Net investments in direct financing leases
|
1,279,122
|
|
|
1,306,215
|
|
||
In-place lease intangible assets and other
|
2,101,473
|
|
|
2,009,628
|
|
||
Above-market rent intangible assets
|
922,427
|
|
|
925,797
|
|
||
Investments in real estate
|
13,699,448
|
|
|
13,493,036
|
|
||
Accumulated depreciation and amortization
|
(1,681,942
|
)
|
|
(1,564,182
|
)
|
||
Net investments in real estate
|
12,017,506
|
|
|
11,928,854
|
|
||
Equity investments in the Managed Programs and real estate
|
320,066
|
|
|
329,248
|
|
||
Cash and cash equivalents
|
243,325
|
|
|
217,644
|
|
||
Due from affiliates
|
71,477
|
|
|
74,842
|
|
||
Other assets, net
|
584,855
|
|
|
711,507
|
|
||
Goodwill
|
918,673
|
|
|
920,944
|
|
||
Total assets
|
$
|
14,155,902
|
|
|
$
|
14,183,039
|
|
Liabilities and Equity
|
|
|
|
||||
Debt:
|
|
|
|
||||
Senior unsecured notes, net
|
$
|
3,513,268
|
|
|
$
|
3,554,470
|
|
Unsecured revolving credit facility
|
106,899
|
|
|
91,563
|
|
||
Non-recourse mortgages, net
|
2,503,321
|
|
|
2,732,658
|
|
||
Debt, net
|
6,123,488
|
|
|
6,378,691
|
|
||
Accounts payable, accrued expenses and other liabilities
|
452,920
|
|
|
403,896
|
|
||
Below-market rent and other intangible liabilities, net
|
217,506
|
|
|
225,128
|
|
||
Deferred income taxes
|
167,294
|
|
|
173,115
|
|
||
Dividends payable
|
176,965
|
|
|
172,154
|
|
||
Total liabilities
|
7,138,173
|
|
|
7,352,984
|
|
||
Commitments and contingencies (
Note 11
)
|
|
|
|
|
|
||
|
|
|
|
||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 450,000,000 shares authorized; 169,636,526 and 165,279,642 shares, respectively, issued and outstanding
|
170
|
|
|
165
|
|
||
Additional paid-in capital
|
8,483,301
|
|
|
8,187,335
|
|
||
Distributions in excess of accumulated earnings
|
(1,256,754
|
)
|
|
(1,143,992
|
)
|
||
Deferred compensation obligation
|
37,263
|
|
|
35,766
|
|
||
Accumulated other comprehensive loss
|
(252,683
|
)
|
|
(254,996
|
)
|
||
Total stockholders’ equity
|
7,011,297
|
|
|
6,824,278
|
|
||
Noncontrolling interests
|
6,432
|
|
|
5,777
|
|
||
Total equity
|
7,017,729
|
|
|
6,830,055
|
|
||
Total liabilities and equity
|
$
|
14,155,902
|
|
|
$
|
14,183,039
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Real Estate:
|
|
|
|
||||
Lease revenues
|
$
|
262,939
|
|
|
$
|
169,432
|
|
Operating property revenues
|
15,996
|
|
|
7,218
|
|
||
Lease termination income and other
|
3,270
|
|
|
942
|
|
||
|
282,205
|
|
|
177,592
|
|
||
Investment Management:
|
|
|
|
||||
Asset management revenue
|
9,732
|
|
|
16,985
|
|
||
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
||
Structuring and other advisory revenue
|
2,518
|
|
|
1,929
|
|
||
|
16,118
|
|
|
24,218
|
|
||
|
298,323
|
|
|
201,810
|
|
||
Operating Expenses
|
|
|
|
||||
Depreciation and amortization
|
112,379
|
|
|
65,957
|
|
||
General and administrative
|
21,285
|
|
|
18,583
|
|
||
Reimbursable tenant costs
|
13,171
|
|
|
6,219
|
|
||
Operating property expenses
|
10,594
|
|
|
5,670
|
|
||
Property expenses, excluding reimbursable tenant costs
|
9,912
|
|
|
4,229
|
|
||
Stock-based compensation expense
|
4,165
|
|
|
8,219
|
|
||
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
||
Subadvisor fees
|
2,202
|
|
|
2,032
|
|
||
Merger and other expenses
|
146
|
|
|
(37
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
|
177,722
|
|
|
120,966
|
|
||
Other Income and Expenses
|
|
|
|
||||
Interest expense
|
(61,313
|
)
|
|
(38,074
|
)
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
5,491
|
|
|
15,325
|
|
||
Other gains and (losses)
|
955
|
|
|
(2,763
|
)
|
||
Gain on sale of real estate, net
|
933
|
|
|
6,732
|
|
||
|
(53,934
|
)
|
|
(18,780
|
)
|
||
Income before income taxes
|
66,667
|
|
|
62,064
|
|
||
Benefit from income taxes
|
2,129
|
|
|
6,002
|
|
||
Net Income
|
68,796
|
|
|
68,066
|
|
||
Net income attributable to noncontrolling interests
|
(302
|
)
|
|
(2,792
|
)
|
||
Net Income Attributable to W. P. Carey
|
$
|
68,494
|
|
|
$
|
65,274
|
|
|
|
|
|
||||
Basic Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.60
|
|
Diluted Earnings Per Share
|
$
|
0.41
|
|
|
$
|
0.60
|
|
Weighted-Average Shares Outstanding
|
|
|
|
||||
Basic
|
167,234,121
|
|
|
108,057,940
|
|
||
Diluted
|
167,434,740
|
|
|
108,211,936
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Income
|
$
|
68,796
|
|
|
$
|
68,066
|
|
Other Comprehensive Income
|
|
|
|
||||
Unrealized gain (loss) on derivative instruments
|
1,949
|
|
|
(8,392
|
)
|
||
Change in unrealized gain on investments
|
537
|
|
|
428
|
|
||
Foreign currency translation adjustments
|
(173
|
)
|
|
18,516
|
|
||
|
2,313
|
|
|
10,552
|
|
||
Comprehensive Income
|
71,109
|
|
|
78,618
|
|
||
|
|
|
|
||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
||||
Net income
|
(302
|
)
|
|
(2,792
|
)
|
||
Foreign currency translation adjustments
|
—
|
|
|
(3,782
|
)
|
||
Unrealized loss on derivative instruments
|
—
|
|
|
3
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(302
|
)
|
|
(6,571
|
)
|
||
Comprehensive Income Attributable to W. P. Carey
|
$
|
70,807
|
|
|
$
|
72,047
|
|
|
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, 2019
|
165,279,642
|
|
|
$
|
165
|
|
|
$
|
8,187,335
|
|
|
$
|
(1,143,992
|
)
|
|
$
|
35,766
|
|
|
$
|
(254,996
|
)
|
|
$
|
6,824,278
|
|
|
$
|
5,777
|
|
|
$
|
6,830,055
|
|
Shares issued under ATM Program, net
|
4,053,623
|
|
|
4
|
|
|
303,827
|
|
|
|
|
|
|
|
|
303,831
|
|
|
|
|
303,831
|
|
||||||||||||
Shares issued upon delivery of vested restricted share awards
|
303,261
|
|
|
1
|
|
|
(15,566
|
)
|
|
|
|
|
|
|
|
(15,565
|
)
|
|
|
|
(15,565
|
)
|
||||||||||||
Deferral of vested shares, net
|
|
|
|
|
(1,445
|
)
|
|
|
|
1,445
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
4,165
|
|
|
|
|
|
|
|
|
4,165
|
|
|
|
|
4,165
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
849
|
|
|
849
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(496
|
)
|
|
(496
|
)
|
||||||||||||||
Dividends declared ($1.032 per share)
|
|
|
|
|
4,985
|
|
|
(181,256
|
)
|
|
52
|
|
|
|
|
(176,219
|
)
|
|
|
|
(176,219
|
)
|
||||||||||||
Net income
|
|
|
|
|
|
|
68,494
|
|
|
|
|
|
|
68,494
|
|
|
302
|
|
|
68,796
|
|
|||||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized gain on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
1,949
|
|
|
1,949
|
|
|
|
|
1,949
|
|
||||||||||||||
Change in unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
537
|
|
|
537
|
|
|
|
|
537
|
|
||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(173
|
)
|
|
(173
|
)
|
|
|
|
(173
|
)
|
||||||||||||||
Balance at March 31, 2019
|
169,636,526
|
|
|
$
|
170
|
|
|
$
|
8,483,301
|
|
|
$
|
(1,256,754
|
)
|
|
$
|
37,263
|
|
|
$
|
(252,683
|
)
|
|
$
|
7,011,297
|
|
|
$
|
6,432
|
|
|
$
|
7,017,729
|
|
|
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, 2018
|
106,922,616
|
|
|
$
|
107
|
|
|
$
|
4,433,573
|
|
|
$
|
(1,052,064
|
)
|
|
$
|
46,656
|
|
|
$
|
(236,011
|
)
|
|
$
|
3,192,261
|
|
|
$
|
219,124
|
|
|
$
|
3,411,385
|
|
Shares issued upon delivery of vested restricted share awards
|
271,824
|
|
|
—
|
|
|
(13,543
|
)
|
|
|
|
|
|
|
|
(13,543
|
)
|
|
|
|
(13,543
|
)
|
||||||||||||
Delivery of deferred vested shares, net
|
|
|
|
|
10,509
|
|
|
|
|
(10,509
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
8,219
|
|
|
|
|
|
|
|
|
8,219
|
|
|
|
|
8,219
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,224
|
)
|
|
(5,224
|
)
|
||||||||||||||
Dividends declared ($1.015 per share)
|
|
|
|
|
675
|
|
|
(110,625
|
)
|
|
|
|
|
|
(109,950
|
)
|
|
|
|
(109,950
|
)
|
|||||||||||||
Net income
|
|
|
|
|
|
|
65,274
|
|
|
|
|
|
|
65,274
|
|
|
2,792
|
|
|
68,066
|
|
|||||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
14,734
|
|
|
14,734
|
|
|
3,782
|
|
|
18,516
|
|
|||||||||||||
Unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
(8,389
|
)
|
|
(8,389
|
)
|
|
(3
|
)
|
|
(8,392
|
)
|
|||||||||||||
Change in unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
428
|
|
|
428
|
|
|
|
|
428
|
|
||||||||||||||
Balance at March 31, 2018
|
107,194,440
|
|
|
$
|
107
|
|
|
$
|
4,439,433
|
|
|
$
|
(1,097,415
|
)
|
|
$
|
36,147
|
|
|
$
|
(229,238
|
)
|
|
$
|
3,149,034
|
|
|
$
|
220,471
|
|
|
$
|
3,369,505
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows — Operating Activities
|
|
|
|
||||
Net income
|
$
|
68,796
|
|
|
$
|
68,066
|
|
Adjustments to net income:
|
|
|
|
||||
Depreciation and amortization, including intangible assets and deferred financing costs
|
115,400
|
|
|
65,837
|
|
||
Amortization of rent-related intangibles and deferred rental revenue
|
15,925
|
|
|
11,455
|
|
||
Straight-line rent adjustments
|
(11,192
|
)
|
|
(3,722
|
)
|
||
Investment Management revenue received in shares of Managed REITs and other
|
(7,681
|
)
|
|
(16,505
|
)
|
||
Realized and unrealized losses on foreign currency transactions, derivatives, and other
|
7,504
|
|
|
4,267
|
|
||
Distributions of earnings from equity method investments
|
7,080
|
|
|
15,289
|
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
(5,491
|
)
|
|
(15,325
|
)
|
||
Stock-based compensation expense
|
4,165
|
|
|
8,219
|
|
||
Deferred income tax benefit
|
(1,829
|
)
|
|
(12,155
|
)
|
||
Gain on sale of real estate, net
|
(933
|
)
|
|
(6,732
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Net changes in other operating assets and liabilities
|
(50,939
|
)
|
|
(23,893
|
)
|
||
Deferred structuring revenue received
|
2,581
|
|
|
4,080
|
|
||
Increase in deferred structuring revenue receivable
|
(540
|
)
|
|
(725
|
)
|
||
Net Cash Provided by Operating Activities
|
142,846
|
|
|
102,946
|
|
||
Cash Flows — Investing Activities
|
|
|
|
||||
Purchases of real estate
|
(164,929
|
)
|
|
(85,197
|
)
|
||
Funding for real estate construction, redevelopments, and other capital expenditures on real estate
|
(27,076
|
)
|
|
(20,548
|
)
|
||
Return of capital from equity method investments
|
18,750
|
|
|
3,244
|
|
||
Other investing activities, net
|
16,835
|
|
|
380
|
|
||
Proceeds from sales of real estate
|
4,851
|
|
|
35,691
|
|
||
Capital contributions to equity method investments
|
(2,594
|
)
|
|
(715
|
)
|
||
Proceeds from repayment of short-term loans to affiliates
|
—
|
|
|
37,000
|
|
||
Funding of short-term loans to affiliates
|
—
|
|
|
(10,000
|
)
|
||
Net Cash Used in Investing Activities
|
(154,163
|
)
|
|
(40,145
|
)
|
||
Cash Flows — Financing Activities
|
|
|
|
||||
Proceeds from shares issued under ATM Program, net of selling costs
|
303,831
|
|
|
—
|
|
||
Prepayments of mortgage principal
|
(199,579
|
)
|
|
(164,908
|
)
|
||
Dividends paid
|
(171,408
|
)
|
|
(109,407
|
)
|
||
Proceeds from Senior Unsecured Credit Facility
|
145,225
|
|
|
292,964
|
|
||
Repayments of Senior Unsecured Credit Facility
|
(128,452
|
)
|
|
(650,722
|
)
|
||
Scheduled payments of mortgage principal
|
(40,360
|
)
|
|
(22,472
|
)
|
||
Payments for withholding taxes upon delivery of equity-based awards
|
(15,565
|
)
|
|
(13,883
|
)
|
||
Other financing activities, net
|
1,238
|
|
|
(137
|
)
|
||
Contributions from noncontrolling interests
|
849
|
|
|
—
|
|
||
Distributions paid to noncontrolling interests
|
(496
|
)
|
|
(5,224
|
)
|
||
Proceeds from issuance of Senior Unsecured Notes
|
—
|
|
|
616,355
|
|
||
Payment of financing costs
|
—
|
|
|
(3,590
|
)
|
||
Proceeds from mortgage financing
|
—
|
|
|
857
|
|
||
Net Cash Used in Financing Activities
|
(104,717
|
)
|
|
(60,167
|
)
|
||
Change in Cash and Cash Equivalents and Restricted Cash During the Period
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(2,350
|
)
|
|
3,073
|
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(118,384
|
)
|
|
5,707
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
424,063
|
|
|
209,676
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
305,679
|
|
|
$
|
215,383
|
|
•
|
Corporate Property Associates 18 – Global Incorporated (“CPA:18 – Global”), a publicly owned, non-traded REIT that primarily invests in commercial real estate properties; we refer to CPA:17 – Global (until the closing of the CPA:17 Merger on October 31, 2018) and CPA:18 – Global together as the “CPA REITs;”
|
•
|
Carey Watermark Investors Incorporated (“CWI 1”) and Carey Watermark Investors 2 Incorporated (“CWI 2”), two publicly owned, non-traded REITs that invest in lodging and lodging-related properties; we refer to CWI 1 and CWI 2 together as the “CWI REITs” and, together with the CPA REITs, as the “Managed REITs” (
Note 3
); and
|
•
|
Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties and similar investments in Europe (
Note 3
); we refer to the Managed REITs (including CPA:17 – Global prior to the CPA:17 Merger) and CESH collectively as the “Managed Programs.”
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land, buildings and improvements
|
$
|
798,667
|
|
|
$
|
781,347
|
|
Net investments in direct financing leases
|
300,896
|
|
|
305,493
|
|
||
In-place lease intangible assets and other
|
99,620
|
|
|
84,870
|
|
||
Above-market rent intangible assets
|
43,763
|
|
|
45,754
|
|
||
Accumulated depreciation and amortization
|
(171,527
|
)
|
|
(164,942
|
)
|
||
Total assets
|
1,137,418
|
|
|
1,112,984
|
|
||
|
|
|
|
||||
Non-recourse mortgages, net
|
$
|
149,701
|
|
|
$
|
157,955
|
|
Total liabilities
|
215,443
|
|
|
227,461
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
243,325
|
|
|
$
|
217,644
|
|
Restricted cash
(a)
|
62,354
|
|
|
206,419
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
305,679
|
|
|
$
|
424,063
|
|
(a)
|
Restricted cash is included within Other assets, net in our consolidated balance sheets. The amount as of December 31, 2018 includes
$145.7 million
of proceeds from the sale of a portfolio of Australian properties in December 2018. These funds were transferred from a restricted cash account to us in January 2019.
|
•
|
As a Lessee
: we recognized
$115.6 million
of land lease right-of-use (“ROU”) assets,
$12.7 million
of office lease ROU assets, and
$95.3 million
of corresponding lease liabilities for certain operating office and land lease arrangements for which we were the lessee on January 1, 2019, which included reclassifying below-market ground lease intangible assets, above-market ground lease intangible liabilities, prepaid rent, and deferred rent as a component of the ROU asset (a net reclassification of
$33.0 million
). See
Note 4
for additional disclosures on the presentation of these amounts in our consolidated balance sheets.
|
•
|
As a Lessor
: a practical expedient allows lessors to combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), if both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. We elected the practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Asset management revenue
(a)
|
$
|
9,732
|
|
|
$
|
16,985
|
|
Distributions of Available Cash
|
5,685
|
|
|
10,502
|
|
||
Reimbursable costs from affiliates
(a)
|
3,868
|
|
|
5,304
|
|
||
Structuring and other advisory revenue
(a)
|
2,518
|
|
|
1,929
|
|
||
Interest income on deferred acquisition fees and loans to affiliates
(b)
|
520
|
|
|
553
|
|
||
|
$
|
22,323
|
|
|
$
|
35,273
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
CPA:17 – Global
(c)
|
$
|
—
|
|
|
$
|
15,784
|
|
CPA:18 – Global
|
7,961
|
|
|
6,887
|
|
||
CWI 1
|
7,501
|
|
|
6,979
|
|
||
CWI 2
|
5,746
|
|
|
5,037
|
|
||
CESH
|
1,115
|
|
|
586
|
|
||
|
$
|
22,323
|
|
|
$
|
35,273
|
|
(a)
|
Amounts represent revenues from contracts under ASC 606.
|
(b)
|
Included within Other gains and (losses) in the consolidated statements of income.
|
(c)
|
We no longer earn revenue from CPA:17 – Global following the completion of the CPA:17 Merger on October 31, 2018 (
Note 1
).
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Short-term loans to affiliates, including accrued interest
|
$
|
59,312
|
|
|
$
|
58,824
|
|
Deferred acquisition fees receivable, including accrued interest
|
6,704
|
|
|
8,697
|
|
||
Reimbursable costs
|
2,643
|
|
|
3,227
|
|
||
Asset management fees receivable
|
1,653
|
|
|
563
|
|
||
Accounts receivable
|
997
|
|
|
1,425
|
|
||
Current acquisition fees receivable
|
168
|
|
|
2,106
|
|
||
|
$
|
71,477
|
|
|
$
|
74,842
|
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA:18 – Global
|
|
0.5% – 1.5%
|
|
In shares of its Class A common stock and/or cash, at the option of CPA:18 – Global; payable 50% in cash and 50% in shares of its Class A common stock for 2019; payable in shares of its Class A common stock for 2018
|
|
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 shares of its common stock and/or cash, at our election; payable in shares of its common stock for 2019 and 2018
|
|
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 and/or cash, at our election; payable in shares of its Class A common stock for 2019 and 2018
|
|
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
|
CESH
|
|
1.0%
|
|
In cash
|
|
Based on gross assets at fair value
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
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 or commitments made
|
CWI REITs
|
|
1% – 2.5%
|
|
In cash upon completion; loan refinancing transactions up to 1% of the principal amount; 2.5% of the total investment cost of the properties acquired
|
|
Based on the total aggregate cost of the lodging investments or commitments made; we are required to pay 20% and 25% to the subadvisors of CWI 1 and CWI 2, respectively
|
CESH
|
|
2.0%
|
|
In cash upon acquisition
|
|
Based on the total aggregate cost of investments or commitments made, including the acquisition, development, construction, or redevelopment of the investments
|
Managed Program
|
|
Payable
|
|
Description
|
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 CPA:18 – Global based on the average of the trailing 12-month aggregate reported revenues of the Managed Programs and us, and personnel costs are capped at 1.0% of CPA:18 – Global’s pro rata lease revenues for both 2019 and 2018; for the legal transactions group, costs are charged according to a fee schedule
|
CWI 1 and CWI 2
|
|
In cash
|
|
Actual expenses incurred, excluding those related to our senior management; allocated between the CWI REITs based on the percentage of their total pro rata hotel revenues for the most recently completed quarter
|
CESH
|
|
In cash
|
|
Actual expenses incurred
|
|
|
Interest Rate at
March 31, 2019
|
|
Maturity Date at March 31, 2019
|
|
Maximum Loan Amount Authorized at March 31, 2019
|
|
Principal Outstanding Balance at
(a)
|
||||||||
Managed Program
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||||||
CWI 1
(b) (c) (d)
|
|
LIBOR + 1.00%
|
|
6/30/2019
|
|
$
|
65,802
|
|
|
$
|
41,637
|
|
|
$
|
41,637
|
|
CESH
(c)
|
|
LIBOR + 1.00%
|
|
5/31/2020
|
|
35,000
|
|
|
14,461
|
|
|
14,461
|
|
|||
CPA:18 – Global
|
|
N/A
|
|
N/A
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|||
CWI 2
|
|
N/A
|
|
N/A
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
56,098
|
|
|
$
|
56,098
|
|
(a)
|
Amounts exclude accrued interest of
$3.2 million
and
$2.7 million
at
March 31, 2019
and
December 31, 2018
, respectively.
|
(b)
|
Maturity date does not take into account extension option.
|
(c)
|
LIBOR means London Interbank Offered Rate.
|
(d)
|
On April 24, 2019, CWI 1 borrowed an additional
$5.0 million
under its line of credit with us.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
1,780,858
|
|
|
$
|
1,772,099
|
|
Buildings and improvements
|
7,114,453
|
|
|
6,945,513
|
|
||
Real estate under construction
|
28,800
|
|
|
63,114
|
|
||
Less: Accumulated depreciation
|
(777,458
|
)
|
|
(724,550
|
)
|
||
|
$
|
8,146,653
|
|
|
$
|
8,056,176
|
|
•
|
an investment of
$32.7 million
for an educational facility in Portland, Oregon, on February 20, 2019;
|
•
|
an investment of
$48.3 million
for an office building in Morrisville, North Carolina, on March 7, 2019;
|
•
|
an investment of
$37.6 million
for a distribution center in Inwood, West Virginia, on March 27, 2019, which is encumbered by a non-recourse mortgage loan that we assumed on the date of acquisition with an outstanding principal balance of
$20.2 million
(
Note 10
);
|
•
|
an investment of
$49.3 million
for an industrial facility in Hurricane, Utah, on March 28, 2019; and
|
•
|
an investment of
$16.6 million
for an industrial facility in Bensenville, Illinois, on March 29, 2019.
|
•
|
an expansion project at a warehouse facility in Zabia Wola, Poland, in March 2019 at a cost totaling
$5.6 million
, including capitalized interest; and
|
•
|
a built-to-suit project for a warehouse facility in Dillon, South Carolina, in March 2019 at a cost totaling
$47.4 million
, including capitalized interest.
|
|
Three Months Ended March 31, 2019
|
||
Lease income — fixed
|
$
|
215,118
|
|
Lease income — variable
(a)
|
21,263
|
|
|
Total operating lease income
(b)
|
$
|
236,381
|
|
(a)
|
Includes (i) rent increases based on changes in the CPI and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
|
(b)
|
Excludes
$26.6 million
of interest income from direct financing leases that is included in Lease revenues in the consolidated statement of income.
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder)
|
|
$
|
704,412
|
|
2020
|
|
933,380
|
|
|
2021
|
|
914,977
|
|
|
2022
|
|
880,940
|
|
|
2023
|
|
822,002
|
|
|
Thereafter
|
|
6,560,712
|
|
|
Total
|
|
$
|
10,816,423
|
|
Years Ending December 31,
|
|
Total
|
||
2019
|
|
$
|
920,044
|
|
2020
|
|
915,411
|
|
|
2021
|
|
896,083
|
|
|
2022
|
|
861,688
|
|
|
2023
|
|
802,509
|
|
|
Thereafter
|
|
6,151,480
|
|
|
Total
|
|
$
|
10,547,215
|
|
|
Three Months Ended March 31, 2019
|
||
Fixed lease cost
|
$
|
3,814
|
|
Variable lease cost
|
136
|
|
|
Total lease cost
|
$
|
3,950
|
|
|
Location on Consolidated Balance Sheets
|
|
March 31, 2019
|
||
Operating ROU assets — land leases
|
In-place lease intangible assets and other
|
|
$
|
113,708
|
|
Operating ROU assets — office leases
|
Other assets, net
|
|
11,415
|
|
|
Total operating ROU assets
|
|
|
$
|
125,123
|
|
|
|
|
|
||
Operating lease liabilities
|
Accounts payable, accrued expenses and other liabilities
|
|
$
|
92,351
|
|
|
|
|
|
||
Weighted-average remaining lease term — operating leases
|
|
|
36.7 years
|
|
|
Weighted-average discount rate — operating leases
|
|
|
7.7
|
%
|
|
Number of land lease arrangements
|
|
|
61
|
|
|
Number of office space arrangements
|
|
|
6
|
|
|
Lease term range (excluding extension options not reasonably certain of being exercised)
|
|
1 – 101 years
|
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder)
|
|
$
|
11,029
|
|
2020
|
|
14,946
|
|
|
2021
|
|
8,447
|
|
|
2022
|
|
7,591
|
|
|
2023
|
|
7,444
|
|
|
Thereafter
|
|
255,495
|
|
|
Total lease payments
|
|
304,952
|
|
|
Less: amount of lease payments representing interest
|
|
(212,601
|
)
|
|
Present value of future lease payments/lease obligations
|
|
$
|
92,351
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
102,478
|
|
|
$
|
102,478
|
|
Buildings and improvements
|
365,494
|
|
|
363,572
|
|
||
Real estate under construction
|
4,343
|
|
|
4,620
|
|
||
Less: Accumulated depreciation
|
(12,832
|
)
|
|
(10,234
|
)
|
||
|
$
|
459,483
|
|
|
$
|
460,436
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Lease payments receivable
|
$
|
1,117,679
|
|
|
$
|
1,160,977
|
|
Unguaranteed residual value
|
944,902
|
|
|
966,826
|
|
||
|
2,062,581
|
|
|
2,127,803
|
|
||
Less: unearned income
|
(783,459
|
)
|
|
(821,588
|
)
|
||
|
$
|
1,279,122
|
|
|
$
|
1,306,215
|
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder)
(a)
|
|
$
|
340,942
|
|
2020
|
|
96,592
|
|
|
2021
|
|
94,595
|
|
|
2022
|
|
85,254
|
|
|
2023
|
|
79,495
|
|
|
Thereafter
|
|
420,801
|
|
|
Total
|
|
$
|
1,117,679
|
|
Years Ending December 31,
|
|
Total
|
||
2019
(a)
|
|
$
|
373,632
|
|
2020
|
|
98,198
|
|
|
2021
|
|
95,181
|
|
|
2022
|
|
85,801
|
|
|
2023
|
|
80,033
|
|
|
Thereafter
|
|
428,132
|
|
|
Total
|
|
$
|
1,160,977
|
|
(a)
|
Includes
$250.0 million
for a bargain purchase option. As of both
March 31, 2019
and
December 31, 2018
, The New York Times Company, a tenant at one of our properties, exercised its bargain purchase option to repurchase the property for
$250.0 million
in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed. At
March 31, 2019
, this property had an aggregate asset carrying value of
$260.5 million
.
|
|
|
Number of Tenants / Obligors at
|
|
Carrying Value at
|
||||||||
Internal Credit Quality Indicator
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
1 - 3
|
|
35
|
|
36
|
|
$
|
1,108,250
|
|
|
$
|
1,135,321
|
|
4
|
|
10
|
|
10
|
|
227,620
|
|
|
227,591
|
|
||
5
|
|
1
|
|
1
|
|
10,381
|
|
|
10,580
|
|
||
|
|
|
|
|
|
$
|
1,346,251
|
|
|
$
|
1,373,492
|
|
|
Real Estate
|
|
Investment Management
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
857,337
|
|
|
$
|
63,607
|
|
|
$
|
920,944
|
|
Foreign currency translation adjustments
|
(1,928
|
)
|
|
—
|
|
|
(1,928
|
)
|
|||
CPA:17 Merger measurement period adjustments (
Note 3
)
|
(343
|
)
|
|
—
|
|
|
(343
|
)
|
|||
Balance at March 31, 2019
|
$
|
855,066
|
|
|
$
|
63,607
|
|
|
$
|
918,673
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Finite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internal-use software development costs
|
$
|
19,115
|
|
|
$
|
(11,373
|
)
|
|
$
|
7,742
|
|
|
$
|
18,924
|
|
|
$
|
(10,672
|
)
|
|
$
|
8,252
|
|
Trade name
|
3,975
|
|
|
(1,395
|
)
|
|
2,580
|
|
|
3,975
|
|
|
(1,196
|
)
|
|
2,779
|
|
||||||
|
23,090
|
|
|
(12,768
|
)
|
|
10,322
|
|
|
22,899
|
|
|
(11,868
|
)
|
|
11,031
|
|
||||||
Lease Intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease
|
1,987,765
|
|
|
(541,360
|
)
|
|
1,446,405
|
|
|
1,960,437
|
|
|
(496,096
|
)
|
|
1,464,341
|
|
||||||
Above-market rent
|
922,427
|
|
|
(350,292
|
)
|
|
572,135
|
|
|
925,797
|
|
|
(330,935
|
)
|
|
594,862
|
|
||||||
Below-market ground lease
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
42,889
|
|
|
(2,367
|
)
|
|
40,522
|
|
||||||
|
2,910,192
|
|
|
(891,652
|
)
|
|
2,018,540
|
|
|
2,929,123
|
|
|
(829,398
|
)
|
|
2,099,725
|
|
||||||
Indefinite-Lived Goodwill and Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
918,673
|
|
|
—
|
|
|
918,673
|
|
|
920,944
|
|
|
—
|
|
|
920,944
|
|
||||||
Below-market ground lease
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,302
|
|
|
—
|
|
|
6,302
|
|
||||||
|
918,673
|
|
|
—
|
|
|
918,673
|
|
|
927,246
|
|
|
—
|
|
|
927,246
|
|
||||||
Total intangible assets
|
$
|
3,851,955
|
|
|
$
|
(904,420
|
)
|
|
$
|
2,947,535
|
|
|
$
|
3,879,268
|
|
|
$
|
(841,266
|
)
|
|
$
|
3,038,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-Lived Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market rent
|
$
|
(262,430
|
)
|
|
$
|
61,635
|
|
|
$
|
(200,795
|
)
|
|
$
|
(253,633
|
)
|
|
$
|
57,514
|
|
|
$
|
(196,119
|
)
|
Above-market ground lease
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,961
|
)
|
|
3,663
|
|
|
(12,298
|
)
|
||||||
|
(262,430
|
)
|
|
61,635
|
|
|
(200,795
|
)
|
|
(269,594
|
)
|
|
61,177
|
|
|
(208,417
|
)
|
||||||
Indefinite-Lived Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market purchase option
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
||||||
Total intangible liabilities
|
$
|
(279,141
|
)
|
|
$
|
61,635
|
|
|
$
|
(217,506
|
)
|
|
$
|
(286,305
|
)
|
|
$
|
61,177
|
|
|
$
|
(225,128
|
)
|
(a)
|
In connection with our adoption of ASU 2016-02 (
Note 2
), in the first quarter of 2019, we prospectively reclassified below-market ground lease intangible assets and above-market ground lease intangible liabilities to be a component of ROU assets within In-place lease intangible assets and other in our consolidated balance sheets. As of December 31, 2018, below-market ground lease intangible assets were included in In-place lease intangible assets and other in the consolidated balance sheets, and above-market ground lease intangible liabilities were included in Below-market rent and other intangible liabilities, net in the consolidated balance sheets.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Distributions of Available Cash (
Note 3
)
|
$
|
5,685
|
|
|
$
|
10,502
|
|
Proportionate share of equity in earnings of equity investments in the Managed Programs
|
213
|
|
|
1,863
|
|
||
Amortization of basis differences on equity method investments in the Managed Programs
|
(329
|
)
|
|
(398
|
)
|
||
Total equity in earnings of equity method investments in the Managed Programs
|
5,569
|
|
|
11,967
|
|
||
Equity in earnings of equity method investments in real estate
|
562
|
|
|
3,903
|
|
||
Amortization of basis differences on equity method investments in real estate
|
(640
|
)
|
|
(545
|
)
|
||
Total equity in (losses) earnings of equity method investments in real estate
|
(78
|
)
|
|
3,358
|
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
$
|
5,491
|
|
|
$
|
15,325
|
|
|
|
% of Outstanding Interests Owned at
|
|
Carrying Amount of Investment at
|
||||||||||
Fund
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
CPA:18 – Global
(a)
|
|
3.571
|
%
|
|
3.446
|
%
|
|
$
|
40,524
|
|
|
$
|
39,600
|
|
CPA:18 – Global operating partnership
|
|
0.034
|
%
|
|
0.034
|
%
|
|
209
|
|
|
209
|
|
||
CWI 1
(a)
|
|
3.271
|
%
|
|
3.062
|
%
|
|
40,945
|
|
|
38,600
|
|
||
CWI 1 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
186
|
|
|
186
|
|
||
CWI 2
(a)
|
|
3.039
|
%
|
|
2.807
|
%
|
|
27,505
|
|
|
25,200
|
|
||
CWI 2 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
300
|
|
|
300
|
|
||
CESH
(b)
|
|
2.430
|
%
|
|
2.430
|
%
|
|
4,032
|
|
|
3,495
|
|
||
|
|
|
|
|
|
$
|
113,701
|
|
|
$
|
107,590
|
|
(a)
|
During the
three months ended March 31, 2019
, we received asset management revenue from the existing Managed REITs primarily in shares of their common stock, which increased our ownership percentage in each of the existing Managed REITs (
Note 3
).
|
(b)
|
Investment is accounted for at fair value.
|
|
|
|
|
|
|
Carrying Value at
|
||||||
Lessee
|
|
Co-owner
|
|
Ownership Interest
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Johnson Self Storage
|
|
Third Party
|
|
90%
|
|
$
|
72,187
|
|
|
$
|
73,475
|
|
Kesko Senukai
(a)
|
|
Third Party
|
|
70%
|
|
51,074
|
|
|
52,432
|
|
||
Bank Pekao S.A.
(a)
|
|
CPA:18 – Global
|
|
50%
|
|
29,154
|
|
|
29,086
|
|
||
BPS Nevada, LLC
(b)
|
|
Third Party
|
|
15%
|
|
22,392
|
|
|
22,292
|
|
||
State Farm Automobile Co.
|
|
CPA:18 – Global
|
|
50%
|
|
18,489
|
|
|
18,927
|
|
||
Apply Sørco AS (referred to as Apply)
(c) (d)
|
|
CPA:18 – Global
|
|
49%
|
|
9,937
|
|
|
7,483
|
|
||
Konzum d.d. (referred to as Agrokor)
(a)
|
|
CPA:18 – Global
|
|
20%
|
|
3,132
|
|
|
2,858
|
|
||
Beach House JV, LLC
(e)
|
|
Third Party
|
|
N/A
|
|
—
|
|
|
15,105
|
|
||
|
|
|
|
|
|
$
|
206,365
|
|
|
$
|
221,658
|
|
(a)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.
|
(b)
|
This investment was reported using the hypothetical liquidation at book value model, which may have been different than pro rata ownership percentages, primarily due to the capital structure of the partnership agreement.
|
(c)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the Norwegian krone.
|
(d)
|
During the first quarter of 2019, we identified measurement period adjustments that impacted the provisional accounting for this investment, which was acquired in the CPA:17 Merger on October 31, 2018 (
Note 3
). As such, the CPA:17 Merger purchase price allocated to this jointly owned investment increased by approximately
$5.2 million
, of which our proportionate share was
$2.6 million
.
|
(e)
|
On February 27, 2019, we received a full repayment of our preferred equity interest in this investment totaling
$15.0 million
. As a result, this preferred equity interest is now retired.
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior Unsecured Notes, net
(a) (b) (c)
|
2
|
|
$
|
3,513,268
|
|
|
$
|
3,631,030
|
|
|
$
|
3,554,470
|
|
|
$
|
3,567,593
|
|
Non-recourse mortgages, net
(a) (b) (d)
|
3
|
|
2,503,321
|
|
|
2,515,119
|
|
|
2,732,658
|
|
|
2,737,861
|
|
||||
Loans receivable
(d)
|
3
|
|
67,129
|
|
|
66,828
|
|
|
67,277
|
|
|
67,123
|
|
(a)
|
The carrying value of Senior Unsecured Notes, net (
Note 10
) includes unamortized deferred financing costs of
$18.8 million
and
$19.7 million
at
March 31, 2019
and
December 31, 2018
, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of
$0.8 million
at both
March 31, 2019
and
December 31, 2018
.
|
(b)
|
The carrying value of Senior Unsecured Notes, net includes unamortized discount of
$14.9 million
and
$15.8 million
at
March 31, 2019
and
December 31, 2018
, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of
$21.0 million
and
$21.8 million
at
March 31, 2019
and
December 31, 2018
, respectively.
|
(c)
|
We determined the estimated fair value of the Senior Unsecured Notes using observed market prices in an open market with limited trading volume.
|
(d)
|
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.
|
Derivatives Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
Derivative Assets Fair Value at
|
|
Derivative Liabilities Fair Value at
|
||||||||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
Foreign currency forward contracts
|
|
Other assets, net
|
|
$
|
21,183
|
|
|
$
|
22,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency collars
|
|
Other assets, net
|
|
11,086
|
|
|
8,536
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Other assets, net
|
|
724
|
|
|
1,435
|
|
|
—
|
|
|
—
|
|
||||
Interest rate caps
|
|
Other assets, net
|
|
8
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(4,565
|
)
|
|
(3,387
|
)
|
||||
Foreign currency collars
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(606
|
)
|
|
(1,679
|
)
|
||||
|
|
|
|
33,001
|
|
|
32,547
|
|
|
(5,171
|
)
|
|
(5,066
|
)
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock warrants
|
|
Other assets, net
|
|
5,500
|
|
|
5,500
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
Other assets, net
|
|
—
|
|
|
7,144
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
(a)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(294
|
)
|
|
(343
|
)
|
||||
|
|
|
|
5,500
|
|
|
12,644
|
|
|
(294
|
)
|
|
(343
|
)
|
||||
Total derivatives
|
|
|
|
$
|
38,501
|
|
|
$
|
45,191
|
|
|
$
|
(5,465
|
)
|
|
$
|
(5,409
|
)
|
(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.
|
|
|
Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive Income
(a)
|
||||||
|
|
Three Months Ended March 31,
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2019
|
|
2018
|
||||
Foreign currency collars
|
|
$
|
3,616
|
|
|
$
|
(6,149
|
)
|
Interest rate swaps
|
|
(1,815
|
)
|
|
1,006
|
|
||
Foreign currency forward contracts
|
|
1,119
|
|
|
(3,164
|
)
|
||
Interest rate caps
|
|
(27
|
)
|
|
(7
|
)
|
||
Derivatives in Net Investment Hedging Relationships
(b)
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
—
|
|
|
403
|
|
||
Total
|
|
$
|
2,893
|
|
|
$
|
(7,911
|
)
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Income
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
$
|
2,434
|
|
|
$
|
1,182
|
|
Foreign currency collars
|
|
Other gains and (losses)
|
|
1,088
|
|
|
407
|
|
||
Interest rate swaps and cap
|
|
Interest expense
|
|
(67
|
)
|
|
(211
|
)
|
||
Total
|
|
|
|
$
|
3,455
|
|
|
$
|
1,378
|
|
(a)
|
Excludes
net losses
of
$0.9 million
and less than
$0.1 million
recognized on unconsolidated jointly owned investments for the
three months ended March 31, 2019
and
2018
, respectively.
|
(b)
|
The changes in fair value of these contracts are reported in the foreign currency translation adjustment section of
Other comprehensive income
.
|
|
|
|
|
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,
|
||||||
|
|
2019
|
|
2018
|
||||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
$
|
(230
|
)
|
|
$
|
(125
|
)
|
Foreign currency collars
|
|
Other gains and (losses)
|
|
41
|
|
|
(237
|
)
|
||
Stock warrants
|
|
Other gains and (losses)
|
|
—
|
|
|
268
|
|
||
Interest rate swaps
|
|
Other gains and (losses)
|
|
—
|
|
|
5
|
|
||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
(132
|
)
|
|
—
|
|
||
Interest rate swaps
|
|
Interest expense
|
|
(114
|
)
|
|
150
|
|
||
Foreign currency collars
|
|
Other gains and (losses)
|
|
7
|
|
|
(46
|
)
|
||
Total
|
|
|
|
$
|
(428
|
)
|
|
$
|
15
|
|
Interest Rate Derivatives
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at
March 31, 2019 (a) |
||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
|
20
|
|
199,605
|
|
USD
|
|
$
|
(2,270
|
)
|
Interest rate swaps
|
|
3
|
|
64,706
|
|
EUR
|
|
(1,571
|
)
|
|
Interest rate caps
|
|
5
|
|
155,841
|
|
EUR
|
|
4
|
|
|
Interest rate cap
|
|
1
|
|
75,000
|
|
USD
|
|
3
|
|
|
Interest rate cap
|
|
1
|
|
6,394
|
|
GBP
|
|
1
|
|
|
Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
(b)
|
|
3
|
|
15,466
|
|
EUR
|
|
(294
|
)
|
|
|
|
|
|
|
|
|
$
|
(4,127
|
)
|
(a)
|
Fair value amounts are based on the exchange rate of the euro or British pound sterling at
March 31, 2019
, as applicable.
|
(b)
|
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.
|
Foreign Currency Derivatives
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at
March 31, 2019
|
||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
29
|
|
75,288
|
|
EUR
|
|
$
|
21,070
|
|
Foreign currency collars
|
|
55
|
|
193,000
|
|
EUR
|
|
6,717
|
|
|
Foreign currency collars
|
|
44
|
|
43,500
|
|
GBP
|
|
3,765
|
|
|
Foreign currency forward contracts
|
|
4
|
|
2,911
|
|
NOK
|
|
61
|
|
|
Foreign currency collars
|
|
3
|
|
2,000
|
|
NOK
|
|
(1
|
)
|
|
Designated as Net Investment Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contract
|
|
1
|
|
2,468
|
|
NOK
|
|
52
|
|
|
Foreign currency collar
|
|
1
|
|
2,500
|
|
NOK
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
$
|
31,663
|
|
|
|
Interest Rate at
March 31, 2019 (a) |
|
Maturity Date at March 31, 2019
|
|
Principal Outstanding Balance at
|
||||||
Senior Unsecured Credit Facility
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Unsecured Revolving Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Revolving Credit Facility — borrowing in euros
(b)
|
|
EURIBOR + 1.00%
|
|
2/22/2021
|
|
$
|
55,052
|
|
|
$
|
69,273
|
|
Unsecured Revolving Credit Facility — borrowing in U.S. dollars
|
|
LIBOR + 1.00%
|
|
2/22/2021
|
|
30,000
|
|
|
—
|
|
||
Unsecured Revolving Credit Facility — borrowing in Japanese yen
|
|
JPY LIBOR + 1.00%
|
|
2/22/2021
|
|
21,847
|
|
|
22,290
|
|
||
|
|
|
|
|
|
$
|
106,899
|
|
|
$
|
91,563
|
|
(a)
|
The applicable interest rate at
March 31, 2019
was based on the credit rating for our Senior Unsecured Notes of
BBB/Baa2
.
|
(b)
|
EURIBOR means Euro Interbank Offered Rate.
|
|
|
|
|
|
|
|
|
Original Issue Discount
|
|
Effective Interest Rate
|
|
|
|
|
|
Principal Outstanding Balance at
|
|||||||||||||
Senior Unsecured Notes, net
(a)
|
|
Issue Date
|
|
Principal Amount
|
|
Price of Par Value
|
|
|
|
Coupon Rate
|
|
Maturity Date
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||||||||||
2.0% Senior Notes due 2023
|
|
1/21/2015
|
|
€
|
500.0
|
|
|
99.220
|
%
|
|
$
|
4.6
|
|
|
2.107
|
%
|
|
2.0
|
%
|
|
1/20/2023
|
|
$
|
561.7
|
|
|
$
|
572.5
|
|
4.6% Senior Notes due 2024
|
|
3/14/2014
|
|
$
|
500.0
|
|
|
99.639
|
%
|
|
$
|
1.8
|
|
|
4.645
|
%
|
|
4.6
|
%
|
|
4/1/2024
|
|
500.0
|
|
|
500.0
|
|
||
2.25% Senior Notes due 2024
|
|
1/19/2017
|
|
€
|
500.0
|
|
|
99.448
|
%
|
|
$
|
2.9
|
|
|
2.332
|
%
|
|
2.25
|
%
|
|
7/19/2024
|
|
561.7
|
|
|
572.5
|
|
||
4.0% Senior Notes due 2025
|
|
1/26/2015
|
|
$
|
450.0
|
|
|
99.372
|
%
|
|
$
|
2.8
|
|
|
4.077
|
%
|
|
4.0
|
%
|
|
2/1/2025
|
|
450.0
|
|
|
450.0
|
|
||
2.250% Senior Notes due 2026
|
|
10/9/2018
|
|
€
|
500.0
|
|
|
99.252
|
%
|
|
$
|
4.3
|
|
|
2.361
|
%
|
|
2.250
|
%
|
|
4/9/2026
|
|
561.7
|
|
|
572.5
|
|
||
4.25% Senior Notes due 2026
|
|
9/12/2016
|
|
$
|
350.0
|
|
|
99.682
|
%
|
|
$
|
1.1
|
|
|
4.290
|
%
|
|
4.25
|
%
|
|
10/1/2026
|
|
350.0
|
|
|
350.0
|
|
||
2.125% Senior Notes due 2027
|
|
3/6/2018
|
|
€
|
500.0
|
|
|
99.324
|
%
|
|
$
|
4.2
|
|
|
2.208
|
%
|
|
2.125
|
%
|
|
4/15/2027
|
|
561.7
|
|
|
572.5
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,546.8
|
|
|
$
|
3,590.0
|
|
(a)
|
Aggregate balance excludes unamortized deferred financing costs totaling
$18.6 million
and
$19.7 million
, and unamortized discount totaling
$14.9 million
and
$15.8 million
, at
March 31, 2019
and
December 31, 2018
, respectively.
|
Years Ending December 31,
|
|
Total
(a)
|
||
2019 (remainder)
|
|
$
|
82,410
|
|
2020
|
|
585,697
|
|
|
2021
|
|
676,791
|
|
|
2022
|
|
586,005
|
|
|
2023
|
|
922,665
|
|
|
Thereafter through 2031
|
|
3,325,412
|
|
|
Total principal payments
|
|
6,178,980
|
|
|
Unamortized discount, net
(b)
|
|
(35,913
|
)
|
|
Unamortized deferred financing costs
|
|
(19,579
|
)
|
|
Total
|
|
$
|
6,123,488
|
|
(a)
|
Certain amounts are based on the applicable foreign currency exchange rate at
March 31, 2019
.
|
(b)
|
Represents the unamortized discount, net, of
$21.0 million
in aggregate primarily resulting from the assumption of property-level debt in connection with business combinations, including the CPA:17 Merger (
Note 3
), and the unamortized discount on the Senior Unsecured Notes of
$14.9 million
in aggregate.
|
|
RSA and RSU Awards
|
|
PSU Awards
|
||||||||||
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
||||||
Nonvested at January 1, 2019
|
277,002
|
|
|
$
|
62.41
|
|
|
331,216
|
|
|
$
|
78.82
|
|
Granted
(a)
|
132,743
|
|
|
69.86
|
|
|
84,006
|
|
|
92.16
|
|
||
Vested
(b)
|
(133,469
|
)
|
|
61.14
|
|
|
(403,701
|
)
|
|
74.04
|
|
||
Forfeited
|
(1,834
|
)
|
|
64.72
|
|
|
—
|
|
|
—
|
|
||
Adjustment
(c)
|
—
|
|
|
—
|
|
|
301,426
|
|
|
77.95
|
|
||
Nonvested at March 31, 2019
(d)
|
274,442
|
|
|
$
|
66.62
|
|
|
312,947
|
|
|
$
|
80.96
|
|
(a)
|
The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on a one-for-one basis. The grant date fair value of PSUs was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of our future stock price over the
three
-year performance period and (ii) future financial performance projections. To estimate the fair value of PSUs granted during the
three months ended
March 31, 2019
, we used a risk-free interest rate of
2.5%
, an expected volatility rate of
15.8%
, and assumed a dividend yield of
zero
.
|
(b)
|
The grant date fair value of shares vested during the
three months ended
March 31, 2019
was
$38.1 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, 2019
and
December 31, 2018
, we had an obligation to issue
893,713
and
867,871
shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of
$37.3 million
and
$35.8 million
, respectively.
|
(c)
|
Vesting and payment of the PSUs is conditioned upon certain company and/or 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 at
March 31, 2019
to reflect the number of shares expected to be issued when the PSUs vest.
|
(d)
|
At
March 31, 2019
, total unrecognized compensation expense related to these awards was approximately
$33.0 million
, with an aggregate weighted-average remaining term of
2.3 years
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to W. P. Carey
|
$
|
68,494
|
|
|
$
|
65,274
|
|
Net income attributable to nonvested participating RSUs
|
(19
|
)
|
|
(85
|
)
|
||
Net income — basic and diluted
|
$
|
68,475
|
|
|
$
|
65,189
|
|
|
|
|
|
||||
Weighted-average shares outstanding — basic
|
167,234,121
|
|
|
108,057,940
|
|
||
Effect of dilutive securities
|
200,619
|
|
|
153,996
|
|
||
Weighted-average shares outstanding — diluted
|
167,434,740
|
|
|
108,211,936
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
14,102
|
|
|
$
|
(269,091
|
)
|
|
$
|
(7
|
)
|
|
$
|
(254,996
|
)
|
Other comprehensive income before reclassifications
|
5,404
|
|
|
(173
|
)
|
|
537
|
|
|
5,768
|
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(3,522
|
)
|
|
—
|
|
|
—
|
|
|
(3,522
|
)
|
||||
Interest expense
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||
Total
|
(3,455
|
)
|
|
—
|
|
|
—
|
|
|
(3,455
|
)
|
||||
Net current period other comprehensive income
|
1,949
|
|
|
(173
|
)
|
|
537
|
|
|
2,313
|
|
||||
Ending balance
|
$
|
16,051
|
|
|
$
|
(269,264
|
)
|
|
$
|
530
|
|
|
$
|
(252,683
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
9,172
|
|
|
$
|
(245,022
|
)
|
|
$
|
(161
|
)
|
|
$
|
(236,011
|
)
|
Other comprehensive income before reclassifications
|
(7,014
|
)
|
|
18,516
|
|
|
428
|
|
|
11,930
|
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(1,589
|
)
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
||||
Interest expense
|
211
|
|
|
—
|
|
|
—
|
|
|
211
|
|
||||
Total
|
(1,378
|
)
|
|
—
|
|
|
—
|
|
|
(1,378
|
)
|
||||
Net current period other comprehensive income
|
(8,392
|
)
|
|
18,516
|
|
|
428
|
|
|
10,552
|
|
||||
Net current period other comprehensive gain attributable to noncontrolling interests
|
3
|
|
|
(3,782
|
)
|
|
—
|
|
|
(3,779
|
)
|
||||
Ending balance
|
$
|
783
|
|
|
$
|
(230,288
|
)
|
|
$
|
267
|
|
|
$
|
(229,238
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Lease revenues
|
$
|
262,939
|
|
|
$
|
169,432
|
|
Operating property revenues
(a)
|
15,996
|
|
|
7,218
|
|
||
Lease termination income and other
|
3,270
|
|
|
942
|
|
||
|
282,205
|
|
|
177,592
|
|
||
|
|
|
|
||||
Operating Expenses
|
|
|
|
||||
Depreciation and amortization
|
111,413
|
|
|
64,920
|
|
||
General and administrative
|
15,188
|
|
|
12,065
|
|
||
Reimbursable tenant costs
|
13,171
|
|
|
6,219
|
|
||
Operating property expenses
|
10,594
|
|
|
5,670
|
|
||
Property expenses, excluding reimbursable tenant costs
|
9,912
|
|
|
4,229
|
|
||
Stock-based compensation expense
|
2,800
|
|
|
4,306
|
|
||
Merger and other expenses
|
146
|
|
|
(37
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
|
163,224
|
|
|
102,162
|
|
||
Other Income and Expenses
|
|
|
|
||||
Interest expense
|
(61,313
|
)
|
|
(38,074
|
)
|
||
Other gains and (losses)
|
970
|
|
|
(2,887
|
)
|
||
Gain on sale of real estate, net
|
933
|
|
|
6,732
|
|
||
Equity in (losses) earnings of equity method investments in real estate
|
(78
|
)
|
|
3,358
|
|
||
|
(59,488
|
)
|
|
(30,871
|
)
|
||
Income before income taxes
|
59,493
|
|
|
44,559
|
|
||
(Provision for) benefit from income taxes
|
(6,159
|
)
|
|
3,533
|
|
||
Net Income from Real Estate
|
53,334
|
|
|
48,092
|
|
||
Net loss (income) attributable to noncontrolling interests
|
74
|
|
|
(2,792
|
)
|
||
Net Income from Real Estate Attributable to W. P. Carey
|
$
|
53,408
|
|
|
$
|
45,300
|
|
(a)
|
Operating property revenues from our hotels include (i)
$3.9 million
for the
three months ended March 31, 2018
generated from a hotel in Memphis, Tennessee, which was sold in April 2018, (ii)
$3.4 million
and
$3.3 million
for the
three months ended March 31, 2019
and
2018
, respectively, generated from a hotel in Bloomington, Minnesota, and (iii)
$2.9 million
for the
three months ended March 31, 2019
, generated from a hotel in Miami, Florida, which was acquired in the CPA:17 Merger (
Note 3
).
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Asset management revenue
|
$
|
9,732
|
|
|
$
|
16,985
|
|
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
||
Structuring and other advisory revenue
|
2,518
|
|
|
1,929
|
|
||
|
16,118
|
|
|
24,218
|
|
||
Operating Expenses
|
|
|
|
||||
General and administrative
|
6,097
|
|
|
6,518
|
|
||
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
||
Subadvisor fees
|
2,202
|
|
|
2,032
|
|
||
Stock-based compensation expense
|
1,365
|
|
|
3,913
|
|
||
Depreciation and amortization
|
966
|
|
|
1,037
|
|
||
|
14,498
|
|
|
18,804
|
|
||
Other Income and Expenses
|
|
|
|
||||
Equity in earnings of equity method investments in the Managed Programs
|
5,569
|
|
|
11,967
|
|
||
Other gains and (losses)
|
(15
|
)
|
|
124
|
|
||
|
5,554
|
|
|
12,091
|
|
||
Income before income taxes
|
7,174
|
|
|
17,505
|
|
||
Benefit from income taxes
|
8,288
|
|
|
2,469
|
|
||
Net Income from Investment Management
|
15,462
|
|
|
19,974
|
|
||
Net income attributable to noncontrolling interests
|
(376
|
)
|
|
—
|
|
||
Net Income from Investment Management Attributable to W. P. Carey
|
$
|
15,086
|
|
|
$
|
19,974
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
$
|
298,323
|
|
|
$
|
201,810
|
|
Operating expenses
|
177,722
|
|
|
120,966
|
|
||
Other income and (expenses)
|
(53,934
|
)
|
|
(18,780
|
)
|
||
Benefit from income taxes
|
2,129
|
|
|
6,002
|
|
||
Net income attributable to noncontrolling interests
|
(302
|
)
|
|
(2,792
|
)
|
||
Net income attributable to W. P. Carey
|
$
|
68,494
|
|
|
$
|
65,274
|
|
|
Total Assets at
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Real Estate
|
$
|
13,899,667
|
|
|
$
|
13,941,963
|
|
Investment Management
|
256,235
|
|
|
241,076
|
|
||
Total Company
|
$
|
14,155,902
|
|
|
$
|
14,183,039
|
|
•
|
We acquired five investments totaling
$184.5 million
(
Note 4
).
|
•
|
We completed two construction projects at a cost totaling
$53.0 million
. Construction projects include build-to-suit and expansion projects (
Note 4
).
|
•
|
We issued
4,053,623
shares of our common stock under our ATM Program at a weighted-average price of
$76.17
per share for net proceeds of
$303.8 million
(
Note 12
). Proceeds from issuances of common stock under our ATM Program during the
three months ended March 31,
2019
were used primarily to prepay certain non-recourse mortgage loans (as described below and in
Note 10
) and to fund acquisitions. See
Note 16
for a discussion of activity under our ATM Program since
March 31, 2019
.
|
•
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues from Real Estate
|
$
|
282,205
|
|
|
$
|
177,592
|
|
Revenues from Investment Management
|
16,118
|
|
|
24,218
|
|
||
Total revenues
|
298,323
|
|
|
201,810
|
|
||
|
|
|
|
||||
Net income from Real Estate attributable to W. P. Carey
|
53,408
|
|
|
45,300
|
|
||
Net income from Investment Management attributable to W. P. Carey
|
15,086
|
|
|
19,974
|
|
||
Net income attributable to W. P. Carey
|
68,494
|
|
|
65,274
|
|
||
|
|
|
|
||||
Dividends declared
|
176,219
|
|
|
109,950
|
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
142,846
|
|
|
102,946
|
|
||
Net cash used in investing activities
|
(154,163
|
)
|
|
(40,145
|
)
|
||
Net cash used in financing activities
|
(104,717
|
)
|
|
(60,167
|
)
|
||
|
|
|
|
||||
Supplemental financial measures
(a)
:
|
|
|
|
||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Real Estate
|
188,322
|
|
|
114,934
|
|
||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Investment Management
|
13,445
|
|
|
23,436
|
|
||
Adjusted funds from operations attributable to W. P. Carey (AFFO)
|
201,767
|
|
|
138,370
|
|
||
|
|
|
|
||||
Diluted weighted-average shares outstanding
(b)
|
167,434,740
|
|
|
108,211,936
|
|
(a)
|
We consider AFFO, a supplemental measure that is not defined by GAAP (a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See
Supplemental Financial Measures
below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
|
(b)
|
Amount for the
three months ended March 31, 2019
reflects the dilutive impact of the 53,849,087 shares of our common stock issued to stockholders of CPA:17 – Global in connection with the CPA:17 Merger on October 31, 2018 (
Note 3
).
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Number of net-leased properties
|
1,168
|
|
|
1,163
|
|
||
Number of operating properties
(a)
|
48
|
|
|
48
|
|
||
Number of tenants (net-leased properties)
|
310
|
|
|
304
|
|
||
Total square footage (net-leased properties, in thousands)
|
133,518
|
|
|
130,956
|
|
||
Occupancy (net-leased properties)
|
98.2
|
%
|
|
98.3
|
%
|
||
Weighted-average lease term (net-leased properties, in years)
|
10.2
|
|
|
10.2
|
|
||
Number of countries
|
25
|
|
|
25
|
|
||
Total assets (in thousands)
|
$
|
14,155,902
|
|
|
$
|
14,183,039
|
|
Net investments in real estate (in thousands)
|
12,017,506
|
|
|
11,928,854
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Acquisition volume (in millions)
|
$
|
184.5
|
|
|
$
|
85.2
|
|
Construction projects completed (in millions)
|
53.0
|
|
|
21.1
|
|
||
Average U.S. dollar/euro exchange rate
|
1.1356
|
|
|
1.2294
|
|
||
Average U.S. dollar/British pound sterling exchange rate
|
1.3013
|
|
|
1.3917
|
|
||
Change in the U.S. CPI
(b)
|
1.2
|
%
|
|
1.2
|
%
|
||
Change in the Germany CPI
(b)
|
0.0
|
%
|
|
0.1
|
%
|
||
Change in the Poland CPI
(b)
|
0.5
|
%
|
|
0.0
|
%
|
||
Change in the Spain CPI
(b)
|
(0.7
|
)%
|
|
(0.8
|
)%
|
||
Change in the Netherlands CPI
(b)
|
1.3
|
%
|
|
0.5
|
%
|
(a)
|
At both
March 31, 2019
and
December 31, 2018
, operating properties consisted of
46
self-storage properties, with an average occupancy of
86.4%
as of
March 31, 2019
, and
two
hotel properties, with an average occupancy of
79.2%
for the
three months ended March 31, 2019
.
|
(b)
|
Many of our lease agreements include contractual increases indexed to changes in the U.S. CPI or similar indices in the jurisdictions in which the properties are located.
|
Tenant/Lease Guarantor
|
|
Description
|
|
Number of Properties
|
|
ABR
|
|
ABR Percent
|
|
Weighted-Average Lease Term (Years)
|
|||||
U-Haul Moving Partners Inc. and Mercury Partners, LP
|
|
Net lease self-storage properties in the U.S.
|
|
78
|
|
|
$
|
36,008
|
|
|
3.3
|
%
|
|
5.1
|
|
Hellweg Die Profi-Baumärkte GmbH & Co. KG
(a)
|
|
Do-it-yourself retail properties in Germany
|
|
44
|
|
|
34,726
|
|
|
3.2
|
%
|
|
17.9
|
|
|
State of Andalucia
(a)
|
|
Government office properties in Spain
|
|
70
|
|
|
28,395
|
|
|
2.6
|
%
|
|
15.7
|
|
|
The New York Times Company
(b)
|
|
Media headquarters in New York City
|
|
1
|
|
|
27,656
|
|
|
2.6
|
%
|
|
5.0
|
|
|
Metro Cash & Carry Italia S.p.A.
(a)
|
|
Business-to-business wholesale stores in Italy and Germany
|
|
20
|
|
|
27,118
|
|
|
2.5
|
%
|
|
8.0
|
|
|
Pendragon PLC
(a)
|
|
Automotive dealerships in the United Kingdom
|
|
70
|
|
|
22,130
|
|
|
2.0
|
%
|
|
11.1
|
|
|
Marriott Corporation
|
|
Net lease hotel properties in the U.S.
|
|
18
|
|
|
20,065
|
|
|
1.9
|
%
|
|
4.6
|
|
|
Nord Anglia Education, Inc.
|
|
K-12 private schools in the U.S.
|
|
3
|
|
|
18,419
|
|
|
1.7
|
%
|
|
24.4
|
|
|
Advance Auto Parts, Inc.
|
|
Distribution facilities in the U.S.
|
|
30
|
|
|
18,345
|
|
|
1.7
|
%
|
|
13.8
|
|
|
Forterra, Inc.
(a) (c)
|
|
Industrial properties in the U.S. and Canada
|
|
27
|
|
|
18,009
|
|
|
1.7
|
%
|
|
24.2
|
|
|
Total
|
|
|
|
361
|
|
|
$
|
250,871
|
|
|
23.2
|
%
|
|
12.3
|
|
(a)
|
ABR amounts are subject to fluctuations in foreign currency exchange rates.
|
(b)
|
As of
March 31, 2019
, the tenant exercised its option to repurchase the property it is leasing in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed (
Note 5
).
|
(c)
|
Of the
27
properties leased to Forterra, Inc.,
25
are located in the United States and
two
are located in Canada.
|
Region
|
|
ABR
|
|
ABR Percent
|
|
Square Footage
(a)
|
|
Square Footage Percent
|
|||||
United States
|
|
|
|
|
|
|
|
|
|||||
South
|
|
|
|
|
|
|
|
|
|||||
Texas
|
|
$
|
94,750
|
|
|
8.8
|
%
|
|
10,807
|
|
|
8.1
|
%
|
Florida
|
|
43,171
|
|
|
4.0
|
%
|
|
3,796
|
|
|
2.9
|
%
|
|
Georgia
|
|
29,078
|
|
|
2.7
|
%
|
|
4,024
|
|
|
3.0
|
%
|
|
Tennessee
|
|
16,103
|
|
|
1.5
|
%
|
|
2,445
|
|
|
1.8
|
%
|
|
Alabama
|
|
13,878
|
|
|
1.3
|
%
|
|
2,259
|
|
|
1.7
|
%
|
|
Other
(b)
|
|
12,295
|
|
|
1.1
|
%
|
|
2,257
|
|
|
1.7
|
%
|
|
Total South
|
|
209,275
|
|
|
19.4
|
%
|
|
25,588
|
|
|
19.2
|
%
|
|
East
|
|
|
|
|
|
|
|
|
|||||
New York
|
|
34,604
|
|
|
3.2
|
%
|
|
1,770
|
|
|
1.3
|
%
|
|
North Carolina
|
|
30,609
|
|
|
2.8
|
%
|
|
6,695
|
|
|
5.0
|
%
|
|
Massachusetts
|
|
20,896
|
|
|
1.9
|
%
|
|
1,397
|
|
|
1.0
|
%
|
|
New Jersey
|
|
19,149
|
|
|
1.8
|
%
|
|
1,100
|
|
|
0.8
|
%
|
|
Pennsylvania
|
|
15,812
|
|
|
1.5
|
%
|
|
2,578
|
|
|
1.9
|
%
|
|
South Carolina
|
|
15,060
|
|
|
1.4
|
%
|
|
4,158
|
|
|
3.1
|
%
|
|
Virginia
|
|
13,250
|
|
|
1.2
|
%
|
|
1,430
|
|
|
1.1
|
%
|
|
Kentucky
|
|
10,890
|
|
|
1.0
|
%
|
|
3,063
|
|
|
2.3
|
%
|
|
Other
(b)
|
|
22,290
|
|
|
2.1
|
%
|
|
3,531
|
|
|
2.7
|
%
|
|
Total East
|
|
182,560
|
|
|
16.9
|
%
|
|
25,722
|
|
|
19.2
|
%
|
|
Midwest
|
|
|
|
|
|
|
|
|
|||||
Illinois
|
|
47,767
|
|
|
4.4
|
%
|
|
5,605
|
|
|
4.2
|
%
|
|
Minnesota
|
|
25,495
|
|
|
2.4
|
%
|
|
2,451
|
|
|
1.8
|
%
|
|
Indiana
|
|
17,662
|
|
|
1.6
|
%
|
|
2,827
|
|
|
2.1
|
%
|
|
Ohio
|
|
13,814
|
|
|
1.3
|
%
|
|
3,036
|
|
|
2.3
|
%
|
|
Wisconsin
|
|
13,383
|
|
|
1.2
|
%
|
|
3,125
|
|
|
2.3
|
%
|
|
Michigan
|
|
13,117
|
|
|
1.2
|
%
|
|
2,073
|
|
|
1.6
|
%
|
|
Other
(b)
|
|
26,176
|
|
|
2.4
|
%
|
|
4,703
|
|
|
3.5
|
%
|
|
Total Midwest
|
|
157,414
|
|
|
14.5
|
%
|
|
23,820
|
|
|
17.8
|
%
|
|
West
|
|
|
|
|
|
|
|
|
|||||
California
|
|
56,471
|
|
|
5.2
|
%
|
|
4,679
|
|
|
3.5
|
%
|
|
Arizona
|
|
36,801
|
|
|
3.4
|
%
|
|
3,652
|
|
|
2.7
|
%
|
|
Colorado
|
|
11,190
|
|
|
1.0
|
%
|
|
1,008
|
|
|
0.8
|
%
|
|
Other
(b)
|
|
40,613
|
|
|
3.8
|
%
|
|
4,095
|
|
|
3.1
|
%
|
|
Total West
|
|
145,075
|
|
|
13.4
|
%
|
|
13,434
|
|
|
10.1
|
%
|
|
United States Total
|
|
694,324
|
|
|
64.2
|
%
|
|
88,564
|
|
|
66.3
|
%
|
|
International
|
|
|
|
|
|
|
|
|
|||||
Germany
|
|
63,690
|
|
|
5.9
|
%
|
|
6,922
|
|
|
5.2
|
%
|
|
Poland
|
|
49,644
|
|
|
4.6
|
%
|
|
7,021
|
|
|
5.2
|
%
|
|
Spain
|
|
48,948
|
|
|
4.5
|
%
|
|
4,226
|
|
|
3.2
|
%
|
|
The Netherlands
|
|
46,817
|
|
|
4.3
|
%
|
|
6,306
|
|
|
4.7
|
%
|
|
United Kingdom
|
|
39,412
|
|
|
3.6
|
%
|
|
2,924
|
|
|
2.2
|
%
|
|
Italy
|
|
25,512
|
|
|
2.4
|
%
|
|
2,386
|
|
|
1.8
|
%
|
|
France
|
|
15,731
|
|
|
1.5
|
%
|
|
1,429
|
|
|
1.1
|
%
|
|
Denmark
|
|
12,087
|
|
|
1.1
|
%
|
|
1,987
|
|
|
1.5
|
%
|
|
Canada
|
|
11,342
|
|
|
1.0
|
%
|
|
1,817
|
|
|
1.4
|
%
|
|
Finland
|
|
11,263
|
|
|
1.0
|
%
|
|
949
|
|
|
0.7
|
%
|
|
Croatia
|
|
10,846
|
|
|
1.0
|
%
|
|
1,857
|
|
|
1.4
|
%
|
|
Other
(c)
|
|
52,306
|
|
|
4.9
|
%
|
|
7,130
|
|
|
5.3
|
%
|
|
International Total
|
|
387,598
|
|
|
35.8
|
%
|
|
44,954
|
|
|
33.7
|
%
|
|
Total
|
|
$
|
1,081,922
|
|
|
100.0
|
%
|
|
133,518
|
|
|
100.0
|
%
|
Property Type
|
|
ABR
|
|
ABR Percent
|
|
Square Footage
(a)
|
|
Square Footage Percent
|
|||||
Office
|
|
$
|
278,776
|
|
|
25.8
|
%
|
|
17,529
|
|
|
13.1
|
%
|
Industrial
|
|
251,434
|
|
|
23.2
|
%
|
|
44,763
|
|
|
33.5
|
%
|
|
Warehouse
|
|
226,731
|
|
|
20.9
|
%
|
|
43,043
|
|
|
32.2
|
%
|
|
Retail
(d)
|
|
190,065
|
|
|
17.6
|
%
|
|
18,623
|
|
|
14.0
|
%
|
|
Other
(e)
|
|
134,916
|
|
|
12.5
|
%
|
|
9,560
|
|
|
7.2
|
%
|
|
Total
|
|
$
|
1,081,922
|
|
|
100.0
|
%
|
|
133,518
|
|
|
100.0
|
%
|
(a)
|
Includes square footage for any vacant properties.
|
(b)
|
Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi. Other properties within East include assets in Maryland, Connecticut, West Virginia, New Hampshire, and Maine. Other properties within Midwest include assets in Missouri, Kansas, Nebraska, Iowa, South Dakota, and North Dakota. Other properties within West include assets in Utah, Nevada, Oregon, Washington, New Mexico, Wyoming, Montana, and Alaska.
|
(c)
|
Includes assets in Lithuania, Norway, Hungary, Mexico, Austria, Portugal, Japan, the Czech Republic, Slovakia, Latvia, Sweden, Belgium, and Estonia.
|
(d)
|
Includes automotive dealerships.
|
(e)
|
Includes ABR from tenants within the following property types: education facility, self storage (net lease), hotel (net lease), fitness facility, laboratory, theater, and student housing (net lease).
|
Industry Type
|
|
ABR
|
|
ABR Percent
|
|
Square Footage
|
|
Square Footage Percent
|
|||||
Retail Stores
(a)
|
|
$
|
226,596
|
|
|
20.9
|
%
|
|
29,944
|
|
|
22.4
|
%
|
Consumer Services
|
|
91,775
|
|
|
8.5
|
%
|
|
6,686
|
|
|
5.0
|
%
|
|
Automotive
|
|
68,643
|
|
|
6.4
|
%
|
|
11,750
|
|
|
8.8
|
%
|
|
Cargo Transportation
|
|
58,082
|
|
|
5.4
|
%
|
|
9,297
|
|
|
7.0
|
%
|
|
Business Services
|
|
57,273
|
|
|
5.3
|
%
|
|
5,075
|
|
|
3.8
|
%
|
|
Grocery
|
|
51,395
|
|
|
4.8
|
%
|
|
6,695
|
|
|
5.0
|
%
|
|
Healthcare and Pharmaceuticals
|
|
48,967
|
|
|
4.5
|
%
|
|
3,923
|
|
|
2.9
|
%
|
|
Hotel, Gaming, and Leisure
|
|
44,716
|
|
|
4.1
|
%
|
|
2,550
|
|
|
1.9
|
%
|
|
Media: Advertising, Printing, and Publishing
|
|
42,947
|
|
|
4.0
|
%
|
|
2,292
|
|
|
1.7
|
%
|
|
Sovereign and Public Finance
|
|
41,330
|
|
|
3.8
|
%
|
|
3,364
|
|
|
2.5
|
%
|
|
Construction and Building
|
|
41,127
|
|
|
3.8
|
%
|
|
7,673
|
|
|
5.7
|
%
|
|
Containers, Packaging, and Glass
|
|
35,894
|
|
|
3.3
|
%
|
|
6,527
|
|
|
4.9
|
%
|
|
Capital Equipment
|
|
35,779
|
|
|
3.3
|
%
|
|
5,881
|
|
|
4.4
|
%
|
|
Beverage, Food, and Tobacco
|
|
32,440
|
|
|
3.0
|
%
|
|
4,432
|
|
|
3.3
|
%
|
|
High Tech Industries
|
|
27,161
|
|
|
2.5
|
%
|
|
2,921
|
|
|
2.2
|
%
|
|
Insurance
|
|
24,542
|
|
|
2.3
|
%
|
|
1,759
|
|
|
1.3
|
%
|
|
Banking
|
|
18,873
|
|
|
1.7
|
%
|
|
1,247
|
|
|
0.9
|
%
|
|
Telecommunications
|
|
18,698
|
|
|
1.7
|
%
|
|
1,736
|
|
|
1.3
|
%
|
|
Durable Consumer Goods
|
|
18,457
|
|
|
1.7
|
%
|
|
4,265
|
|
|
3.2
|
%
|
|
Non-Durable Consumer Goods
|
|
16,860
|
|
|
1.6
|
%
|
|
4,731
|
|
|
3.6
|
%
|
|
Aerospace and Defense
|
|
13,342
|
|
|
1.2
|
%
|
|
1,279
|
|
|
1.0
|
%
|
|
Wholesale
|
|
12,747
|
|
|
1.2
|
%
|
|
2,005
|
|
|
1.5
|
%
|
|
Media: Broadcasting and Subscription
|
|
12,711
|
|
|
1.2
|
%
|
|
784
|
|
|
0.6
|
%
|
|
Chemicals, Plastics, and Rubber
|
|
11,909
|
|
|
1.1
|
%
|
|
1,403
|
|
|
1.1
|
%
|
|
Other
(b)
|
|
29,658
|
|
|
2.7
|
%
|
|
5,299
|
|
|
4.0
|
%
|
|
Total
|
|
$
|
1,081,922
|
|
|
100.0
|
%
|
|
133,518
|
|
|
100.0
|
%
|
(a)
|
Includes automotive dealerships.
|
(b)
|
Includes ABR from tenants in the following industries: metals and mining, oil and gas, environmental industries, electricity, consumer transportation, forest products and paper, real estate, and finance. Also includes square footage for vacant properties.
|
Year of Lease Expiration
(a)
|
|
Number of Leases Expiring
|
|
Number of Tenants with Leases Expiring
|
|
ABR
|
|
ABR Percent
|
|
Square
Footage |
|
Square Footage Percent
|
|||||||
Remaining 2019
|
|
16
|
|
|
13
|
|
|
$
|
14,515
|
|
|
1.3
|
%
|
|
1,029
|
|
|
0.8
|
%
|
2020
|
|
26
|
|
|
23
|
|
|
21,523
|
|
|
2.0
|
%
|
|
2,197
|
|
|
1.6
|
%
|
|
2021
|
|
80
|
|
|
23
|
|
|
37,571
|
|
|
3.5
|
%
|
|
4,833
|
|
|
3.6
|
%
|
|
2022
|
|
42
|
|
|
31
|
|
|
74,925
|
|
|
6.9
|
%
|
|
9,591
|
|
|
7.2
|
%
|
|
2023
|
|
30
|
|
|
28
|
|
|
49,340
|
|
|
4.6
|
%
|
|
6,351
|
|
|
4.7
|
%
|
|
2024
(b)
|
|
53
|
|
|
33
|
|
|
133,979
|
|
|
12.4
|
%
|
|
14,535
|
|
|
10.9
|
%
|
|
2025
|
|
58
|
|
|
26
|
|
|
55,402
|
|
|
5.1
|
%
|
|
7,129
|
|
|
5.3
|
%
|
|
2026
|
|
30
|
|
|
18
|
|
|
45,491
|
|
|
4.2
|
%
|
|
7,068
|
|
|
5.3
|
%
|
|
2027
|
|
46
|
|
|
28
|
|
|
71,987
|
|
|
6.7
|
%
|
|
8,494
|
|
|
6.4
|
%
|
|
2028
|
|
44
|
|
|
26
|
|
|
66,364
|
|
|
6.1
|
%
|
|
6,794
|
|
|
5.1
|
%
|
|
2029
|
|
28
|
|
|
16
|
|
|
32,903
|
|
|
3.0
|
%
|
|
4,187
|
|
|
3.1
|
%
|
|
2030
|
|
35
|
|
|
23
|
|
|
79,948
|
|
|
7.4
|
%
|
|
7,981
|
|
|
6.0
|
%
|
|
2031
|
|
63
|
|
|
13
|
|
|
60,032
|
|
|
5.5
|
%
|
|
6,362
|
|
|
4.8
|
%
|
|
2032
|
|
39
|
|
|
17
|
|
|
48,320
|
|
|
4.5
|
%
|
|
7,493
|
|
|
5.6
|
%
|
|
Thereafter (>2032)
|
|
114
|
|
|
66
|
|
|
289,622
|
|
|
26.8
|
%
|
|
37,064
|
|
|
27.8
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2,410
|
|
|
1.8
|
%
|
|
Total
|
|
704
|
|
|
|
|
$
|
1,081,922
|
|
|
100.0
|
%
|
|
133,518
|
|
|
100.0
|
%
|
(a)
|
Assumes tenants do not exercise any renewal options or purchase options.
|
(b)
|
Includes ABR of
$27.7 million
from a tenant (The New York Times Company) that as of
March 31, 2019
exercised its option to repurchase the property it is leasing in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed (
Note 5
).
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Existing Net-Leased Properties
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
160,202
|
|
|
$
|
159,363
|
|
|
$
|
839
|
|
Depreciation and amortization
|
(56,108
|
)
|
|
(59,255
|
)
|
|
3,147
|
|
|||
Reimbursable tenant costs
|
(6,120
|
)
|
|
(5,697
|
)
|
|
(423
|
)
|
|||
Property expenses
|
(4,400
|
)
|
|
(3,652
|
)
|
|
(748
|
)
|
|||
Property level contribution
|
93,574
|
|
|
90,759
|
|
|
2,815
|
|
|||
Net-Leased Properties Acquired in the CPA:17 Merger
|
|
|
|
|
|
||||||
Lease revenues
|
86,097
|
|
|
—
|
|
|
86,097
|
|
|||
Depreciation and amortization
|
(37,892
|
)
|
|
—
|
|
|
(37,892
|
)
|
|||
Reimbursable tenant costs
|
(6,677
|
)
|
|
—
|
|
|
(6,677
|
)
|
|||
Property expenses
|
(4,700
|
)
|
|
—
|
|
|
(4,700
|
)
|
|||
Property level contribution
|
36,828
|
|
|
—
|
|
|
36,828
|
|
|||
Recently Acquired Net-Leased Properties
|
|
|
|
|
|
||||||
Lease revenues
|
16,632
|
|
|
291
|
|
|
16,341
|
|
|||
Depreciation and amortization
|
(7,103
|
)
|
|
(121
|
)
|
|
(6,982
|
)
|
|||
Reimbursable tenant costs
|
(374
|
)
|
|
—
|
|
|
(374
|
)
|
|||
Property expenses
|
(521
|
)
|
|
(44
|
)
|
|
(477
|
)
|
|||
Property level contribution
|
8,634
|
|
|
126
|
|
|
8,508
|
|
|||
Existing Operating Property
|
|
|
|
|
|
||||||
Operating property revenues
|
3,436
|
|
|
3,282
|
|
|
154
|
|
|||
Depreciation and amortization
|
(379
|
)
|
|
(427
|
)
|
|
48
|
|
|||
Operating property expenses
|
(2,997
|
)
|
|
(2,732
|
)
|
|
(265
|
)
|
|||
Property level contribution
|
60
|
|
|
123
|
|
|
(63
|
)
|
|||
Operating Properties Acquired in the CPA:17 Merger
|
|
|
|
|
|
||||||
Operating property revenues
|
12,560
|
|
|
—
|
|
|
12,560
|
|
|||
Depreciation and amortization
|
(9,618
|
)
|
|
—
|
|
|
(9,618
|
)
|
|||
Operating property expenses
|
(7,596
|
)
|
|
—
|
|
|
(7,596
|
)
|
|||
Property level contribution
|
(4,654
|
)
|
|
—
|
|
|
(4,654
|
)
|
|||
Properties Sold or Held for Sale
|
|
|
|
|
|
||||||
Lease revenues
|
8
|
|
|
9,778
|
|
|
(9,770
|
)
|
|||
Operating property revenues
|
—
|
|
|
3,936
|
|
|
(3,936
|
)
|
|||
Depreciation and amortization
|
—
|
|
|
(4,792
|
)
|
|
4,792
|
|
|||
Reimbursable tenant costs
|
—
|
|
|
(522
|
)
|
|
522
|
|
|||
Property expenses
|
(291
|
)
|
|
(533
|
)
|
|
242
|
|
|||
Operating property expenses
|
(1
|
)
|
|
(2,938
|
)
|
|
2,937
|
|
|||
Property level contribution
|
(284
|
)
|
|
4,929
|
|
|
(5,213
|
)
|
|||
Property Level Contribution
|
134,158
|
|
|
95,937
|
|
|
38,221
|
|
|||
Add: Lease termination income and other
|
3,270
|
|
|
942
|
|
|
2,328
|
|
|||
Less other expenses:
|
|
|
|
|
|
||||||
General and administrative
|
(15,188
|
)
|
|
(12,065
|
)
|
|
(3,123
|
)
|
|||
Stock-based compensation expense
|
(2,800
|
)
|
|
(4,306
|
)
|
|
1,506
|
|
|||
Corporate depreciation and amortization
|
(313
|
)
|
|
(325
|
)
|
|
12
|
|
|||
Merger and other expenses
|
(146
|
)
|
|
37
|
|
|
(183
|
)
|
|||
Impairment charges
|
—
|
|
|
(4,790
|
)
|
|
4,790
|
|
|||
Other Income and Expenses
|
|
|
|
|
|
||||||
Interest expense
|
(61,313
|
)
|
|
(38,074
|
)
|
|
(23,239
|
)
|
|||
Other gains and (losses)
|
970
|
|
|
(2,887
|
)
|
|
3,857
|
|
|||
Gain on sale of real estate, net
|
933
|
|
|
6,732
|
|
|
(5,799
|
)
|
|||
Equity in (losses) earnings of equity method investments in real estate
|
(78
|
)
|
|
3,358
|
|
|
(3,436
|
)
|
|||
|
(59,488
|
)
|
|
(30,871
|
)
|
|
(28,617
|
)
|
|||
Income before income taxes
|
59,493
|
|
|
44,559
|
|
|
14,934
|
|
|||
(Provision for) benefit from income taxes
|
(6,159
|
)
|
|
3,533
|
|
|
(9,692
|
)
|
|||
Net Income from Real Estate
|
53,334
|
|
|
48,092
|
|
|
5,242
|
|
|||
Net loss (income) attributable to noncontrolling interests
|
74
|
|
|
(2,792
|
)
|
|
2,866
|
|
|||
Net Income from Real Estate Attributable to W. P. Carey
|
$
|
53,408
|
|
|
$
|
45,300
|
|
|
$
|
8,108
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Equity in (losses) earnings of equity method investments in real estate:
|
|
|
|
||||
Retired equity investment
|
$
|
260
|
|
|
$
|
319
|
|
Recently acquired equity investment
|
(201
|
)
|
|
—
|
|
||
Equity investments acquired in the CPA:17 Merger
|
(137
|
)
|
|
—
|
|
||
Equity investments consolidated after the CPA:17 Merger
|
—
|
|
|
3,039
|
|
||
Equity in (losses) earnings of equity method investments in real estate
|
$
|
(78
|
)
|
|
$
|
3,358
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Asset management revenue
|
$
|
9,732
|
|
|
$
|
16,985
|
|
|
$
|
(7,253
|
)
|
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
|
(1,436
|
)
|
|||
Structuring and other advisory revenue
|
2,518
|
|
|
1,929
|
|
|
589
|
|
|||
|
16,118
|
|
|
24,218
|
|
|
(8,100
|
)
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
General and administrative
|
6,097
|
|
|
6,518
|
|
|
(421
|
)
|
|||
Reimbursable costs from affiliates
|
3,868
|
|
|
5,304
|
|
|
(1,436
|
)
|
|||
Subadvisor fees
|
2,202
|
|
|
2,032
|
|
|
170
|
|
|||
Stock-based compensation expense
|
1,365
|
|
|
3,913
|
|
|
(2,548
|
)
|
|||
Depreciation and amortization
|
966
|
|
|
1,037
|
|
|
(71
|
)
|
|||
|
14,498
|
|
|
18,804
|
|
|
(4,306
|
)
|
|||
Other Income and Expenses
|
|
|
|
|
|
||||||
Equity in earnings of equity method investments in the Managed Programs
|
5,569
|
|
|
11,967
|
|
|
(6,398
|
)
|
|||
Other gains and (losses)
|
(15
|
)
|
|
124
|
|
|
(139
|
)
|
|||
|
5,554
|
|
|
12,091
|
|
|
(6,537
|
)
|
|||
Income before income taxes
|
7,174
|
|
|
17,505
|
|
|
(10,331
|
)
|
|||
Benefit from income taxes
|
8,288
|
|
|
2,469
|
|
|
5,819
|
|
|||
Net Income from Investment Management
|
15,462
|
|
|
19,974
|
|
|
(4,512
|
)
|
|||
Net income attributable to noncontrolling interests
|
(376
|
)
|
|
—
|
|
|
(376
|
)
|
|||
Net Income from Investment Management Attributable to W. P. Carey
|
$
|
15,086
|
|
|
$
|
19,974
|
|
|
$
|
(4,888
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Equity in earnings of equity method investments in the Managed Programs:
|
|
|
|
||||
Equity in (losses) earnings of equity method investments in the Managed Programs
(a)
|
$
|
(116
|
)
|
|
$
|
1,465
|
|
Distributions of Available Cash:
(b)
|
|
|
|
||||
CPA:17 – Global
(c)
|
—
|
|
|
6,170
|
|
||
CPA:18 – Global
|
1,848
|
|
|
1,905
|
|
||
CWI 1
|
1,899
|
|
|
972
|
|
||
CWI 2
|
1,938
|
|
|
1,455
|
|
||
Equity in earnings of equity method investments in the Managed Programs
|
$
|
5,569
|
|
|
$
|
11,967
|
|
(a)
|
Decrease for the
three months ended March 31, 2019
as compared to the same period in
2018
was primarily due to a decrease of
$1.1 million
as a result of the completion of the CPA:17 Merger on October 31, 2018 (
Note 3
). We no longer recognize equity income from our investment in shares of common stock of CPA:17 – Global.
|
(b)
|
We are entitled to receive distributions of 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 (
Note 3
). Distributions of Available Cash received and earned from the Managed REITs fluctuate based on the timing of certain events, including acquisitions and dispositions.
|
(c)
|
As a result of the completion of the CPA:17 Merger on October 31, 2018 (
Note 3
), we will no longer receive distributions of Available Cash from CPA:17 – Global.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Carrying Value
|
|
|
|
||||
Fixed rate:
|
|
|
|
||||
Senior Unsecured Notes
(a)
|
$
|
3,513,268
|
|
|
$
|
3,554,470
|
|
Non-recourse mortgages
(a)
|
1,717,068
|
|
|
1,795,460
|
|
||
|
5,230,336
|
|
|
5,349,930
|
|
||
Variable rate:
|
|
|
|
||||
Unsecured Revolving Credit Facility
|
106,899
|
|
|
91,563
|
|
||
Non-recourse mortgages
(a)
:
|
|
|
|
||||
Amount subject to interest rate swaps and caps
|
543,850
|
|
|
561,959
|
|
||
Floating interest rate mortgage loans
|
242,403
|
|
|
375,239
|
|
||
|
893,152
|
|
|
1,028,761
|
|
||
|
$
|
6,123,488
|
|
|
$
|
6,378,691
|
|
|
|
|
|
||||
Percent of Total Debt
|
|
|
|
||||
Fixed rate
|
85
|
%
|
|
84
|
%
|
||
Variable rate
|
15
|
%
|
|
16
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Period
|
|
|
|
||||
Fixed rate
|
3.6
|
%
|
|
3.7
|
%
|
||
Variable rate
(b)
|
3.4
|
%
|
|
3.4
|
%
|
(a)
|
Aggregate debt balance includes unamortized discount, net, totaling
$35.9 million
and
$37.6 million
as of
March 31, 2019
and
December 31, 2018
, respectively, and unamortized deferred financing costs totaling
$19.6 million
and
$20.5 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(b)
|
The impact of our derivative instruments is reflected in the weighted-average interest rates.
|
•
|
cash and cash equivalents totaling
$243.3 million
. Of this amount,
$124.0 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 Unsecured Revolving Credit Facility, with available capacity of
$1.4 billion
; and
|
•
|
unleveraged properties that had an aggregate asset carrying value of
$6.7 billion
at
March 31, 2019
, although there can be no assurance that we would be able to obtain financing for these properties.
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Senior Unsecured Notes — principal
(a) (b)
|
$
|
3,546,999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
561,750
|
|
|
$
|
2,985,249
|
|
Non-recourse mortgages — principal
(a)
|
2,525,082
|
|
|
271,065
|
|
|
1,046,568
|
|
|
959,350
|
|
|
248,099
|
|
|||||
Unsecured Revolving Credit Facility — principal
(a)
(c)
|
106,899
|
|
|
—
|
|
|
106,899
|
|
|
—
|
|
|
—
|
|
|||||
Interest on borrowings
(d)
|
996,617
|
|
|
222,900
|
|
|
371,100
|
|
|
263,510
|
|
|
139,107
|
|
|||||
Capital commitments and tenant expansion allowances
(e)
|
244,054
|
|
|
153,561
|
|
|
86,980
|
|
|
—
|
|
|
3,513
|
|
|||||
|
$
|
7,419,651
|
|
|
$
|
647,526
|
|
|
$
|
1,611,547
|
|
|
$
|
1,784,610
|
|
|
$
|
3,375,968
|
|
(a)
|
Excludes unamortized deferred financing costs totaling
$19.6 million
, the unamortized discount on the Senior Unsecured Notes of
$14.9 million
in aggregate, and the aggregate unamortized fair market value adjustment of
$21.0 million
, primarily resulting from the assumption of property-level debt in connection with business combinations, including the CPA:17 Merger (
Note 3
).
|
(b)
|
Our Senior Unsecured Notes are scheduled to mature from 2023 through 2027 (
Note 10
).
|
(c)
|
Our Unsecured Revolving Credit Facility is scheduled to mature on February 22, 2021 unless extended pursuant to its terms.
|
(d)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at
March 31, 2019
.
|
(e)
|
Capital commitments include (i)
$198.7 million
related to build-to-suit projects, including
$48.0 million
related to projects for which the tenant has not exercised the associated construction option, and (ii)
$45.3 million
related to unfunded tenant improvements, including certain discretionary commitments.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to W. P. Carey
|
$
|
68,494
|
|
|
$
|
65,274
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
111,103
|
|
|
64,580
|
|
||
Gain on sale of real estate, net
|
(933
|
)
|
|
(6,732
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,424
|
|
|
1,252
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(30
|
)
|
|
(2,782
|
)
|
||
Total adjustments
|
114,564
|
|
|
61,108
|
|
||
FFO (as defined by NAREIT) attributable to W. P. Carey
|
183,058
|
|
|
126,382
|
|
||
Adjustments:
|
|
|
|
||||
Above- and below-market rent intangible lease amortization, net
|
15,927
|
|
|
11,802
|
|
||
Straight-line and other rent adjustments
|
(6,258
|
)
|
|
(2,296
|
)
|
||
Tax benefit — deferred and other
(a)
|
(4,928
|
)
|
|
(12,155
|
)
|
||
Stock-based compensation
|
4,165
|
|
|
8,219
|
|
||
Other amortization and non-cash items
(b)
|
4,126
|
|
|
5,146
|
|
||
Amortization of deferred financing costs
|
2,724
|
|
|
(194
|
)
|
||
Loss on extinguishment of debt
|
1,275
|
|
|
1,609
|
|
||
Merger and other expenses
|
146
|
|
|
(37
|
)
|
||
Realized losses (gains) on foreign currency
|
96
|
|
|
(1,515
|
)
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,461
|
|
|
1,752
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(25
|
)
|
|
(343
|
)
|
||
Total adjustments
|
18,709
|
|
|
11,988
|
|
||
AFFO attributable to W. P. Carey
|
$
|
201,767
|
|
|
$
|
138,370
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey
|
$
|
183,058
|
|
|
$
|
126,382
|
|
AFFO attributable to W. P. Carey
|
$
|
201,767
|
|
|
$
|
138,370
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income from Real Estate attributable to W. P. Carey
|
$
|
53,408
|
|
|
$
|
45,300
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
111,103
|
|
|
64,580
|
|
||
Gain on sale of real estate, net
|
(933
|
)
|
|
(6,732
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,424
|
|
|
1,252
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(30
|
)
|
|
(2,782
|
)
|
||
Total adjustments
|
114,564
|
|
|
61,108
|
|
||
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate
|
167,972
|
|
|
106,408
|
|
||
Adjustments:
|
|
|
|
||||
Above- and below-market rent intangible lease amortization, net
|
15,927
|
|
|
11,802
|
|
||
Straight-line and other rent adjustments
|
(6,258
|
)
|
|
(2,296
|
)
|
||
Other amortization and non-cash items
(b)
|
3,036
|
|
|
4,826
|
|
||
Stock-based compensation
|
2,800
|
|
|
4,306
|
|
||
Amortization of deferred financing costs
|
2,724
|
|
|
(194
|
)
|
||
Loss on extinguishment of debt
|
1,275
|
|
|
1,609
|
|
||
Tax expense (benefit) — deferred and other
|
490
|
|
|
(9,518
|
)
|
||
Merger and other expenses
|
146
|
|
|
(37
|
)
|
||
Realized losses (gains) on foreign currency
|
120
|
|
|
(1,558
|
)
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
115
|
|
|
(71
|
)
|
||
Proportionate share of adjustments for noncontrolling interests
|
(25
|
)
|
|
(343
|
)
|
||
Total adjustments
|
20,350
|
|
|
8,526
|
|
||
AFFO attributable to W. P. Carey — Real Estate
|
$
|
188,322
|
|
|
$
|
114,934
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate
|
$
|
167,972
|
|
|
$
|
106,408
|
|
AFFO attributable to W. P. Carey — Real Estate
|
$
|
188,322
|
|
|
$
|
114,934
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income from Investment Management attributable to W. P. Carey
|
$
|
15,086
|
|
|
$
|
19,974
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management
|
15,086
|
|
|
19,974
|
|
||
Adjustments:
|
|
|
|
||||
Tax benefit — deferred and other
(a)
|
(5,418
|
)
|
|
(2,637
|
)
|
||
Stock-based compensation
|
1,365
|
|
|
3,913
|
|
||
Other amortization and non-cash items
(b)
|
1,090
|
|
|
320
|
|
||
Realized (gains) losses on foreign currency
|
(24
|
)
|
|
43
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,346
|
|
|
1,823
|
|
||
Total adjustments
|
(1,641
|
)
|
|
3,462
|
|
||
AFFO attributable to W. P. Carey — Investment Management
|
$
|
13,445
|
|
|
$
|
23,436
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management
|
$
|
15,086
|
|
|
$
|
19,974
|
|
AFFO attributable to W. P. Carey — Investment Management
|
$
|
13,445
|
|
|
$
|
23,436
|
|
(a)
|
Amount for the
three months ended March 31, 2019
includes a current tax benefit, which is excluded from AFFO as it was incurred as a result of the CPA:17 Merger.
|
(b)
|
Primarily represents unrealized gains and losses from foreign exchange movements and derivatives.
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair value
|
||||||||||||||||
Fixed-rate debt
(a) (b)
|
$
|
67,342
|
|
|
$
|
335,785
|
|
|
$
|
300,688
|
|
|
$
|
486,888
|
|
|
$
|
812,604
|
|
|
$
|
3,280,474
|
|
|
$
|
5,283,781
|
|
|
$
|
5,358,676
|
|
Variable-rate debt
(a)
|
$
|
15,068
|
|
|
$
|
249,912
|
|
|
$
|
376,103
|
|
|
$
|
99,117
|
|
|
$
|
110,061
|
|
|
$
|
44,938
|
|
|
$
|
895,199
|
|
|
$
|
894,372
|
|
(a)
|
Amounts are based on the exchange rate at
March 31, 2019
, as applicable.
|
(b)
|
Amounts after
2023
are primarily comprised of principal payments for our Senior Unsecured Notes (
Note 10
).
|
Lease Revenues
(a)
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(b)
|
|
$
|
225,693
|
|
|
$
|
297,241
|
|
|
$
|
294,306
|
|
|
$
|
284,211
|
|
|
$
|
282,592
|
|
|
$
|
1,965,187
|
|
|
$
|
3,349,230
|
|
British pound sterling
(c)
|
|
29,686
|
|
|
39,786
|
|
|
40,010
|
|
|
40,142
|
|
|
40,326
|
|
|
249,946
|
|
|
439,896
|
|
|||||||
Japanese yen
(d)
|
|
2,074
|
|
|
2,760
|
|
|
2,752
|
|
|
663
|
|
|
—
|
|
|
—
|
|
|
8,249
|
|
|||||||
Other foreign currencies
(e)
|
|
17,250
|
|
|
23,364
|
|
|
23,723
|
|
|
23,642
|
|
|
24,069
|
|
|
269,280
|
|
|
381,328
|
|
|||||||
|
|
$
|
274,703
|
|
|
$
|
363,151
|
|
|
$
|
360,791
|
|
|
$
|
348,658
|
|
|
$
|
346,987
|
|
|
$
|
2,484,413
|
|
|
$
|
4,178,703
|
|
Debt Service
(a) (f)
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(b)
|
|
$
|
69,594
|
|
|
$
|
273,089
|
|
|
$
|
294,440
|
|
|
$
|
143,932
|
|
|
$
|
755,061
|
|
|
$
|
1,804,484
|
|
|
$
|
3,340,600
|
|
British pound sterling
(c)
|
|
963
|
|
|
1,287
|
|
|
17,921
|
|
|
821
|
|
|
821
|
|
|
9,693
|
|
|
31,506
|
|
|||||||
Japanese yen
(d)
|
|
165
|
|
|
218
|
|
|
21,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,262
|
|
|||||||
|
|
$
|
70,722
|
|
|
$
|
274,594
|
|
|
$
|
334,240
|
|
|
$
|
144,753
|
|
|
$
|
755,882
|
|
|
$
|
1,814,177
|
|
|
$
|
3,394,368
|
|
(a)
|
Amounts are based on the applicable exchange rates at
March 31, 2019
. 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 cash flow at
March 31, 2019
of
$0.1 million
, excluding the impact of our derivative instruments. Amounts included the equivalent of
$2.2 billion
of euro-denominated senior notes maturing from 2023 through 2027, and the equivalent of
$55.1 million
borrowed in euro under our Unsecured Revolving Credit Facility, which is scheduled to mature on February 22, 2021 (unless extended pursuant to its terms) but may be prepaid prior to that date pursuant to its terms (
Note 10
).
|
(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 cash flow at
March 31, 2019
of
$4.1 million
, excluding the impact of our derivative instruments.
|
(d)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the Japanese yen and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow at
March 31, 2019
of
$0.1 million
. Amounts included the equivalent of
$21.8 million
borrowed in Japanese yen under our Unsecured Revolving Credit Facility, which is scheduled to mature on February 22, 2021 (unless extended pursuant to its terms) but may be prepaid prior to that date pursuant to its terms (
Note 10
).
|
(e)
|
Other foreign currencies for future lease payments consist of the Danish krone, the Norwegian krone, the Canadian dollar, and the Swedish krona.
|
(f)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at
March 31, 2019
.
|
•
|
67%
related to domestic operations; and
|
•
|
33%
related to international operations.
|
•
|
64%
related to domestic properties;
|
•
|
36%
related to international properties;
|
•
|
26%
related to office facilities,
23%
related to industrial facilities,
21%
related to warehouse facilities, and
18%
related to retail facilities; and
|
•
|
21%
related to the retail stores industry (including automotive dealerships).
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
1.1
|
|
|
Equity Sales Agreement, dated February 27, 2019, by and among W. P. Carey Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, BTIG, LLC, Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as sales agent and/or principal
|
|
Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed February 28, 2019
|
|
|
|
|
|
|
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.INS
|
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
W. P. Carey Inc.
|
Date:
|
May 3, 2019
|
|
|
|
|
By:
|
/s/ ToniAnn Sanzone
|
|
|
|
ToniAnn Sanzone
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
May 3, 2019
|
|
|
|
|
By:
|
/s/ Arjun Mahalingam
|
|
|
|
Arjun Mahalingam
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
1.1
|
|
|
Equity Sales Agreement, dated February 27, 2019, by and among W. P. Carey Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, BTIG, LLC, Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as sales agent and/or principal
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
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.
|