|
|
Maryland
|
001-13779
|
45-4549771
|
(State of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
50 Rockefeller Plaza, New York, NY
|
|
10020
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 Par Value
|
|
"WPC"
|
|
New York Stock Exchange
|
|
Exhibit No.
|
|
Description
|
99.1
|
|
|
|
|
|
99.2
|
|
|
|
|
W. P. Carey Inc.
|
|
|
|
|
Date:
|
August 2, 2019
|
By:
|
/s/ ToniAnn Sanzone
|
|
|
|
ToniAnn Sanzone
|
|
|
|
Chief Financial Officer
|
•
|
Net income attributable to W. P. Carey of
$66.0 million
, or
$0.38
per diluted share
|
•
|
AFFO of
$208.5 million
, or
$1.22
per diluted share
|
•
|
2019 AFFO guidance range narrowed to $4.95 to $5.05 per diluted share, including Real Estate AFFO of $4.70 to $4.80 per diluted share
|
•
|
Quarterly cash dividend raised to
$1.034
per share, equivalent to an annualized dividend rate of
$4.136
per share
|
•
|
Segment net income attributable to W. P. Carey of
$60.8 million
|
•
|
Segment AFFO of
$199.8 million
, or
$1.17
per diluted share
|
•
|
Investment volume of
$439.9 million
year to date, including
$394.7 million
completed during the first half of 2019 and
$45.2 million
subsequent to quarter end
|
•
|
Active capital investment projects totaling
$183.7 million
at quarter end, including
$95.9 million
expected to be completed in
2019
|
•
|
Entered into agreements to convert 36 existing self-storage operating properties to net leases
|
•
|
Gross disposition proceeds of
$21.9 million
during the first half of 2019
|
•
|
Portfolio occupancy of
98.2%
|
•
|
Weighted-average lease term increased to
10.4
years
|
•
|
Segment net income attributable to W. P. Carey of
$5.3 million
|
•
|
Segment AFFO of
$8.6 million
, or
$0.05
per diluted share
|
•
|
Issued $325 million of 3.850% Senior Unsecured Notes due 2029
|
•
|
Utilized ATM program to raise
$88.3 million
in net proceeds during the second quarter, bringing net proceeds raised during the first half of
2019
to
$392.1 million
|
•
|
Prepaid mortgage debt totaling
$293.7 million
during the second quarter, bringing mortgage debt prepaid during the first half of
2019
to
$493.3 million
|
•
|
Total Company:
Revenues, including reimbursable costs, for the
2019
second
quarter totaled
$305.2 million
, up
51.8%
from
$201.1 million
for the
2018
second
quarter.
|
•
|
Real Estate:
Real Estate revenues, including reimbursable costs, for the
2019
second
quarter were
$291.5 million
, up
67.6%
from
$173.9 million
for the
2018
second
quarter, due primarily to additional lease revenues from properties acquired in the Company’s merger with CPA:17 on October 31, 2018 (the CPA:17 Merger) and net acquisitions.
|
•
|
Investment Management:
Investment Management revenues, including reimbursable costs, for the
2019
second
quarter were
$13.7 million
, down
49.6%
from
$27.2 million
for the
2018
second
quarter, due primarily to the cessation of asset management revenue previously earned from CPA:17.
|
•
|
Net income attributable to W. P. Carey for the
2019
second
quarter was
$66.0 million
, down
12.8%
from
$75.7 million
for the
2018
second
quarter. Net income from Investment Management attributable to W. P. Carey decreased, due primarily to the cessation of Investment Management revenues and distributions previously earned from CPA:17. Net income from Real Estate attributable to W. P. Carey increased, due primarily to properties acquired in the CPA:17 Merger and net acquisitions. The increase in revenues from properties acquired in the CPA:17 Merger and acquisitions was partly offset by corresponding increases in depreciation and amortization, interest expense and property expenses.
|
•
|
AFFO for the
2019
second
quarter was
$1.22
per diluted share, down
7.6%
from
$1.32
per diluted share for the
2018
second
quarter. AFFO from the Company’s Real Estate segment (Real Estate AFFO) increased, due primarily to the accretive impact of properties acquired in the CPA:17 Merger and net acquisitions. AFFO from the Company’s Investment Management segment declined, due primarily to the cessation of Investment Management revenues and distributions previously earned from CPA:17.
|
•
|
As previously announced, on June 13, 2019 the Company’s Board of Directors declared a quarterly cash dividend of
$1.034
per share, equivalent to an annualized dividend rate of
$4.136
per share. The dividend was paid on July 15, 2019 to stockholders of record as of June 28, 2019.
|
•
|
For the 2019 full year, the Company has narrowed its AFFO guidance range and currently expects to report total AFFO of between $4.95 and $5.05 per diluted share, including Real Estate AFFO of between $4.70 and $4.80 per diluted share, based on the following key assumptions, which are unchanged:
|
(i)
|
investments for the Company’s Real Estate portfolio of between $750 million and $1.25 billion;
|
(ii)
|
dispositions from the Company’s Real Estate portfolio of between $500 million and $700 million; and
|
(iii)
|
total general and administrative expenses of between $75 million and $80 million.
|
•
|
On June 14, 2019, the Company completed an underwritten public offering of $325 million aggregate principal amount of 3.850% Senior Unsecured Notes due July 15, 2029. Net proceeds from the offering were used primarily to reduce amounts outstanding under the Company’s unsecured revolving credit facility.
|
•
|
During the 2019 second quarter, the Company issued
1,116,217
shares of common stock under its ATM program at a weighted-average price of
$80.33
per share, for net proceeds of
$88.3 million
.
|
•
|
This activity brought issuances under the Company’s ATM program during the first half of 2019 to
5,169,840
shares of common stock, at a weighted-average price of
$77.06
per share, for net proceeds of
$392.1 million
.
|
•
|
During the 2019 second quarter, the Company prepaid mortgage debt totaling
$293.7 million
, with a weighted-average interest rate of approximately
5.2%
.
|
•
|
This activity brought mortgage debt prepaid during the first half of
2019
to
$493.3 million
, with a weighted-average interest rate of approximately
5.1%
.
|
•
|
During the
2019
second
quarter, the Company completed investments totaling
$155.2 million
, consisting of
four
acquisitions for
$123.5 million
in aggregate and
three
completed capital investment projects at a total cost of
$31.7 million
, bringing total investment volume for the first half of
2019
to
$394.7 million
, including transaction-related costs.
|
•
|
Subsequent to quarter end, the Company completed
two
additional investments totaling
$45.2 million
, bringing total investment volume year to date to
$439.9 million
, including transaction-related costs.
|
•
|
As of
June 30, 2019
, the Company had
six
capital investment projects outstanding for an expected total investment of approximately
$183.7 million
, of which
four
projects totaling
$95.9 million
are currently expected to be completed during 2019.
|
•
|
During the
2019
second
quarter, the Company entered into net lease agreements with Extra Space Storage Inc. for 36 self-storage operating properties, the vast majority of which the Company acquired in the CPA:17 Merger.
|
•
|
Pursuant to these agreements, 22 self-storage operating properties were converted to net leases on June 1,
2019
, at which time we began recognizing lease revenues on the properties and ceased recognizing operating property revenues and expenses.
|
•
|
Subsequent to quarter end, on August 1,
2019
, an additional five self-storage operating properties were converted to net leases. The remaining nine self-storage operating properties included in this transaction, which were non-stabilized, are expected to convert to net leases upon stabilization over the next three years.
|
•
|
During the
2019
second
quarter, the Company disposed of
five
properties for gross proceeds of
$17.0 million
, bringing total disposition proceeds for the first half of 2019 to
$21.9 million
.
|
•
|
As of
June 30, 2019
, the Company’s net lease portfolio consisted of
1,198
properties, comprising
136.6 million
square feet
leased to
320
tenants, with a weighted-average lease term of
10.4
years and an occupancy rate of
98.2%
. In addition, the Company owned
24
self-storage and
two
hotel operating properties, totaling approximately
2.0 million
square feet.
|
•
|
W. P. Carey is the advisor to CPA:18 – Global (CPA:18), Carey Watermark Investors Incorporated (CWI 1), Carey Watermark Investors 2 Incorporated (CWI 2) and Carey European Student Housing Fund I, L.P. (CESH) (collectively, the Managed Programs)
.
As of
June 30, 2019
, the Managed Programs had total assets under management of approximately
$7.6 billion
.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Land, buildings and improvements
(a)
|
$
|
9,480,306
|
|
|
$
|
9,251,396
|
|
Net investments in direct financing leases
|
1,263,319
|
|
|
1,306,215
|
|
||
In-place lease intangible assets and other
|
2,134,786
|
|
|
2,009,628
|
|
||
Above-market rent intangible assets
|
921,998
|
|
|
925,797
|
|
||
Investments in real estate
|
13,800,409
|
|
|
13,493,036
|
|
||
Accumulated depreciation and amortization
(b)
|
(1,812,628
|
)
|
|
(1,564,182
|
)
|
||
Assets held for sale, net
(c)
|
102,777
|
|
|
—
|
|
||
Net investments in real estate
|
12,090,558
|
|
|
11,928,854
|
|
||
Equity investments in the Managed Programs and real estate
(d)
|
317,159
|
|
|
329,248
|
|
||
Cash and cash equivalents
|
202,279
|
|
|
217,644
|
|
||
Due from affiliates
|
81,523
|
|
|
74,842
|
|
||
Other assets, net
|
580,270
|
|
|
711,507
|
|
||
Goodwill
|
920,218
|
|
|
920,944
|
|
||
Total assets
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Debt:
|
|
|
|
||||
Senior unsecured notes, net
|
$
|
3,861,931
|
|
|
$
|
3,554,470
|
|
Unsecured revolving credit facility
|
111,227
|
|
|
91,563
|
|
||
Non-recourse mortgages, net
|
2,203,853
|
|
|
2,732,658
|
|
||
Debt, net
|
6,177,011
|
|
|
6,378,691
|
|
||
Accounts payable, accrued expenses and other liabilities
|
463,417
|
|
|
403,896
|
|
||
Below-market rent and other intangible liabilities, net
|
213,279
|
|
|
225,128
|
|
||
Deferred income taxes
|
168,841
|
|
|
173,115
|
|
||
Dividends payable
|
178,665
|
|
|
172,154
|
|
||
Total liabilities
|
7,201,213
|
|
|
7,352,984
|
|
||
|
|
|
|
||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 450,000,000 shares authorized; 170,756,507 and 165,279,642 shares, respectively, issued and outstanding
|
171
|
|
|
165
|
|
||
Additional paid-in capital
|
8,576,245
|
|
|
8,187,335
|
|
||
Distributions in excess of accumulated earnings
|
(1,368,457
|
)
|
|
(1,143,992
|
)
|
||
Deferred compensation obligation
|
37,263
|
|
|
35,766
|
|
||
Accumulated other comprehensive loss
|
(260,817
|
)
|
|
(254,996
|
)
|
||
Total stockholders’ equity
|
6,984,405
|
|
|
6,824,278
|
|
||
Noncontrolling interests
|
6,389
|
|
|
5,777
|
|
||
Total equity
|
6,990,794
|
|
|
6,830,055
|
|
||
Total liabilities and equity
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
(a)
|
Includes
$189.3 million
and
$470.7 million
of amounts attributable to operating properties as of
June 30, 2019
and
December 31, 2018
, respectively.
|
(b)
|
Includes
$847.5 million
and
$734.8 million
of accumulated depreciation on buildings and improvements as of
June 30, 2019
and
December 31, 2018
, respectively, and
$965.1 million
and
$829.4 million
of accumulated amortization on lease intangibles as of
June 30, 2019
and
December 31, 2018
, respectively.
|
(c)
|
At
June 30, 2019
, we had two properties classified as Assets held for sale, net, including one hotel operating property.
|
(d)
|
Our equity investments in real estate joint ventures totaled
$197.9 million
and
$221.7 million
as of
June 30, 2019
and
December 31, 2018
, respectively. Our equity investments in the Managed Programs totaled
$119.2 million
and
$107.6 million
as of
June 30, 2019
and
December 31, 2018
, respectively.
|
|
Three Months Ended
|
||||||||||
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Revenues
|
|
|
|
|
|
||||||
Real Estate:
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
269,802
|
|
|
$
|
262,939
|
|
|
$
|
168,367
|
|
Operating property revenues
|
15,436
|
|
|
15,996
|
|
|
4,865
|
|
|||
Lease termination income and other
|
6,304
|
|
|
3,270
|
|
|
680
|
|
|||
|
291,542
|
|
|
282,205
|
|
|
173,912
|
|
|||
Investment Management:
|
|
|
|
|
|
||||||
Asset management revenue
|
9,790
|
|
|
9,732
|
|
|
17,268
|
|
|||
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,537
|
|
|||
Structuring and other advisory revenue
|
58
|
|
|
2,518
|
|
|
4,426
|
|
|||
|
13,669
|
|
|
16,118
|
|
|
27,231
|
|
|||
|
305,211
|
|
|
298,323
|
|
|
201,143
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
113,632
|
|
|
112,379
|
|
|
64,337
|
|
|||
General and administrative
|
19,729
|
|
|
21,285
|
|
|
16,442
|
|
|||
Reimbursable tenant costs
|
13,917
|
|
|
13,171
|
|
|
5,733
|
|
|||
Operating property expenses
|
10,874
|
|
|
10,594
|
|
|
3,581
|
|
|||
Property expenses, excluding reimbursable tenant costs
|
9,915
|
|
|
9,912
|
|
|
5,327
|
|
|||
Stock-based compensation expense
|
4,936
|
|
|
4,165
|
|
|
3,698
|
|
|||
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,537
|
|
|||
Subadvisor fees
(a)
|
1,650
|
|
|
2,202
|
|
|
1,855
|
|
|||
Merger and other expenses
(b)
|
696
|
|
|
146
|
|
|
2,692
|
|
|||
|
179,170
|
|
|
177,722
|
|
|
109,202
|
|
|||
Other Income and Expenses
|
|
|
|
|
|
|
|
||||
Interest expense
|
(59,719
|
)
|
|
(61,313
|
)
|
|
(41,311
|
)
|
|||
Equity in earnings of equity method investments in the Managed Programs
and real estate
|
3,951
|
|
|
5,491
|
|
|
12,558
|
|
|||
Other gains and (losses)
(c)
|
(671
|
)
|
|
955
|
|
|
10,586
|
|
|||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
933
|
|
|
11,912
|
|
|||
|
(56,801
|
)
|
|
(53,934
|
)
|
|
(6,255
|
)
|
|||
Income before income taxes
|
69,240
|
|
|
66,667
|
|
|
85,686
|
|
|||
(Provision for) benefit from income taxes
|
(3,119
|
)
|
|
2,129
|
|
|
(6,262
|
)
|
|||
Net Income
|
66,121
|
|
|
68,796
|
|
|
79,424
|
|
|||
Net income attributable to noncontrolling interests
|
(83
|
)
|
|
(302
|
)
|
|
(3,743
|
)
|
|||
Net Income Attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
68,494
|
|
|
$
|
75,681
|
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share
|
$
|
0.39
|
|
|
$
|
0.41
|
|
|
$
|
0.70
|
|
Diluted Earnings Per Share
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
0.70
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
||||
Basic
|
171,304,112
|
|
|
167,234,121
|
|
|
108,059,394
|
|
|||
Diluted
|
171,490,625
|
|
|
167,434,740
|
|
|
108,234,934
|
|
|||
|
|
|
|
|
|
||||||
Dividends Declared Per Share
|
$
|
1.034
|
|
|
$
|
1.032
|
|
|
$
|
1.020
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
||||
Real Estate:
|
|
|
|
||||
Lease revenues
|
$
|
532,741
|
|
|
$
|
337,799
|
|
Operating property revenues
|
31,432
|
|
|
12,083
|
|
||
Lease termination income and other
|
9,574
|
|
|
1,622
|
|
||
|
573,747
|
|
|
351,504
|
|
||
Investment Management:
|
|
|
|
||||
Asset management revenue
|
19,522
|
|
|
34,253
|
|
||
Reimbursable costs from affiliates
|
7,689
|
|
|
10,841
|
|
||
Structuring and other advisory revenue
|
2,576
|
|
|
6,355
|
|
||
|
29,787
|
|
|
51,449
|
|
||
|
603,534
|
|
|
402,953
|
|
||
Operating Expenses
|
|
|
|
|
|
||
Depreciation and amortization
|
226,011
|
|
|
130,294
|
|
||
General and administrative
|
41,014
|
|
|
35,025
|
|
||
Reimbursable tenant costs
|
27,088
|
|
|
11,952
|
|
||
Operating property expenses
|
21,468
|
|
|
9,251
|
|
||
Property expenses, excluding reimbursable tenant costs
|
19,827
|
|
|
9,556
|
|
||
Stock-based compensation expense
|
9,101
|
|
|
11,917
|
|
||
Reimbursable costs from affiliates
|
7,689
|
|
|
10,841
|
|
||
Subadvisor fees
(a)
|
3,852
|
|
|
3,887
|
|
||
Merger and other expenses
(b)
|
842
|
|
|
2,655
|
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
|
356,892
|
|
|
230,168
|
|
||
Other Income and Expenses
|
|
|
|
|
|
||
Interest expense
|
(121,032
|
)
|
|
(79,385
|
)
|
||
Equity in earnings of equity method investments in the Managed Programs
and real estate
|
9,442
|
|
|
27,883
|
|
||
Gain on sale of real estate, net
|
571
|
|
|
18,644
|
|
||
Other gains and (losses)
|
284
|
|
|
7,823
|
|
||
|
(110,735
|
)
|
|
(25,035
|
)
|
||
Income before income taxes
|
135,907
|
|
|
147,750
|
|
||
Provision for income taxes
|
(990
|
)
|
|
(260
|
)
|
||
Net Income
|
134,917
|
|
|
147,490
|
|
||
Net income attributable to noncontrolling interests
|
(385
|
)
|
|
(6,535
|
)
|
||
Net Income Attributable to W. P. Carey
|
$
|
134,532
|
|
|
$
|
140,955
|
|
|
|
|
|
||||
Basic Earnings Per Share
|
$
|
0.79
|
|
|
$
|
1.30
|
|
Diluted Earnings Per Share
|
$
|
0.79
|
|
|
$
|
1.30
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
||
Basic
|
169,280,360
|
|
|
108,058,671
|
|
||
Diluted
|
169,520,508
|
|
|
108,243,063
|
|
||
|
|
|
|
||||
Dividends Declared Per Share
|
$
|
2.066
|
|
|
$
|
2.035
|
|
(a)
|
The subadvisors for CWI 1, CWI 2 and CPA:18 (for multi-family properties) earn a percentage of gross fees recorded, which we account for as an expense and are recorded as Subadvisor fees in our consolidated statements of income. The amounts paid to the subadvisors are the differences between gross and net fees. During 2018, CPA:18 sold five of its six multi-family properties (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements). Refer to the Managed Programs Fee Summary section in Exhibit 99.2 of the Current Report on Form 8-K filed on
August 2, 2019
for further information.
|
(b)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
(c)
|
Amount for the
three months ended June 30, 2019
is primarily comprised of realized gains on foreign currency exchange derivatives of
$3.5 million
, mark-to-market adjustment for our investment in shares of a cold storage operator of
$(3.3) million
, loss on extinguishment of debt of
$(3.0) million
, interest earned from cash in bank and on loans to affiliates of
$1.1 million
, net gains on foreign currency transactions of
$0.7 million
, and dividend income from our investment in shares of Guggenheim Credit Income Fund of
$0.5 million
.
|
|
Three Months Ended
|
||||||||||
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Net income attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
68,494
|
|
|
$
|
75,681
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization of real property
|
112,360
|
|
|
111,103
|
|
|
63,073
|
|
|||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(11,912
|
)
|
|||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
4,424
|
|
|
902
|
|
|||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(30
|
)
|
|
(2,729
|
)
|
|||
Total adjustments
|
117,180
|
|
|
114,564
|
|
|
49,334
|
|
|||
FFO (as defined by NAREIT) Attributable to W. P. Carey
(a)
|
183,218
|
|
|
183,058
|
|
|
125,015
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
15,927
|
|
|
12,303
|
|
|||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(6,258
|
)
|
|
(2,637
|
)
|
|||
Other (gains) and losses
(b)
|
5,724
|
|
|
4,930
|
|
|
(6,845
|
)
|
|||
Stock-based compensation
|
4,936
|
|
|
4,165
|
|
|
3,698
|
|
|||
Amortization of deferred financing costs
|
2,774
|
|
|
2,724
|
|
|
1,905
|
|
|||
Other amortization and non-cash items
|
1,706
|
|
|
567
|
|
|
35
|
|
|||
Tax (benefit) expense – deferred and other
(c)
|
(933
|
)
|
|
(4,928
|
)
|
|
3,028
|
|
|||
Merger and other expenses
(d)
|
696
|
|
|
146
|
|
|
2,692
|
|
|||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,876
|
|
|
1,461
|
|
|
3,635
|
|
|||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(25
|
)
|
|
(230
|
)
|
|||
Total adjustments
|
25,247
|
|
|
18,709
|
|
|
17,584
|
|
|||
AFFO Attributable to W. P. Carey
(a)
|
$
|
208,465
|
|
|
$
|
201,767
|
|
|
$
|
142,599
|
|
|
|
|
|
|
|
||||||
Summary
|
|
|
|
|
|
||||||
FFO (as defined by NAREIT) attributable to W. P. Carey
(a)
|
$
|
183,218
|
|
|
$
|
183,058
|
|
|
$
|
125,015
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share
(a)
|
$
|
1.07
|
|
|
$
|
1.09
|
|
|
$
|
1.16
|
|
AFFO attributable to W. P. Carey
(a)
|
$
|
208,465
|
|
|
$
|
201,767
|
|
|
$
|
142,599
|
|
AFFO attributable to W. P. Carey per diluted share
(a)
|
$
|
1.22
|
|
|
$
|
1.21
|
|
|
$
|
1.32
|
|
Diluted weighted-average shares outstanding
|
171,490,625
|
|
|
167,434,740
|
|
|
108,234,934
|
|
|
Three Months Ended
|
||||||||||
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Net income from Real Estate attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
53,408
|
|
|
$
|
59,316
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization of real property
|
112,360
|
|
|
111,103
|
|
|
63,073
|
|
|||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(11,912
|
)
|
|||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
4,424
|
|
|
902
|
|
|||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(30
|
)
|
|
(2,729
|
)
|
|||
Total adjustments
|
117,180
|
|
|
114,564
|
|
|
49,334
|
|
|||
FFO (as defined by NAREIT) Attributable to W. P. Carey – Real Estate
(a)
|
177,948
|
|
|
167,972
|
|
|
108,650
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
15,927
|
|
|
12,303
|
|
|||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(6,258
|
)
|
|
(2,637
|
)
|
|||
Other (gains) and losses
(b)
|
5,888
|
|
|
3,929
|
|
|
(6,599
|
)
|
|||
Stock-based compensation
|
3,482
|
|
|
2,800
|
|
|
1,990
|
|
|||
Amortization of deferred financing costs
|
2,774
|
|
|
2,724
|
|
|
1,905
|
|
|||
Other amortization and non-cash items
|
1,510
|
|
|
502
|
|
|
56
|
|
|||
Tax (benefit) expense – deferred and other
|
(853
|
)
|
|
490
|
|
|
(1,767
|
)
|
|||
Merger and other expenses
(d)
|
696
|
|
|
146
|
|
|
2,692
|
|
|||
Proportionate share of adjustments to equity in net income of partially owned entities
|
(89
|
)
|
|
115
|
|
|
99
|
|
|||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(25
|
)
|
|
(230
|
)
|
|||
Total adjustments
|
21,876
|
|
|
20,350
|
|
|
7,812
|
|
|||
AFFO Attributable to W. P. Carey – Real Estate
(a)
|
$
|
199,824
|
|
|
$
|
188,322
|
|
|
$
|
116,462
|
|
|
|
|
|
|
|
||||||
Summary
|
|
|
|
|
|
||||||
FFO (as defined by NAREIT) attributable to W. P. Carey – Real Estate
(a)
|
$
|
177,948
|
|
|
$
|
167,972
|
|
|
$
|
108,650
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share – Real Estate
(a)
|
$
|
1.04
|
|
|
$
|
1.00
|
|
|
$
|
1.01
|
|
AFFO attributable to W. P. Carey – Real Estate
(a)
|
$
|
199,824
|
|
|
$
|
188,322
|
|
|
$
|
116,462
|
|
AFFO attributable to W. P. Carey per diluted share – Real Estate
(a)
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
1.08
|
|
Diluted weighted-average shares outstanding
|
171,490,625
|
|
|
167,434,740
|
|
|
108,234,934
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to W. P. Carey
|
$
|
134,532
|
|
|
$
|
140,955
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
223,463
|
|
|
127,653
|
|
||
Gain on sale of real estate, net
|
(571
|
)
|
|
(18,644
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
8,913
|
|
|
2,154
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(61
|
)
|
|
(5,511
|
)
|
||
Total adjustments
|
231,744
|
|
|
110,442
|
|
||
FFO (as defined by NAREIT) Attributable to W. P. Carey
(a)
|
366,276
|
|
|
251,397
|
|
||
Adjustments:
|
|
|
|
||||
Above- and below-market rent intangible lease amortization, net
|
32,377
|
|
|
24,105
|
|
||
Straight-line and other rent adjustments
|
(14,233
|
)
|
|
(4,933
|
)
|
||
Other (gains) and losses
(b)
|
10,654
|
|
|
(1,556
|
)
|
||
Stock-based compensation
|
9,101
|
|
|
11,917
|
|
||
Tax benefit – deferred and other
(c)
|
(5,861
|
)
|
|
(9,127
|
)
|
||
Amortization of deferred financing costs
|
5,498
|
|
|
1,711
|
|
||
Other amortization and non-cash items
|
2,273
|
|
|
(14
|
)
|
||
Merger and other expenses
(d)
|
842
|
|
|
2,655
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
3,337
|
|
|
5,387
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(32
|
)
|
|
(573
|
)
|
||
Total adjustments
|
43,956
|
|
|
29,572
|
|
||
AFFO Attributable to W. P. Carey
(a)
|
$
|
410,232
|
|
|
$
|
280,969
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey
(a)
|
$
|
366,276
|
|
|
$
|
251,397
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share
(a)
|
$
|
2.16
|
|
|
$
|
2.32
|
|
AFFO attributable to W. P. Carey
(a)
|
$
|
410,232
|
|
|
$
|
280,969
|
|
AFFO attributable to W. P. Carey per diluted share
(a)
|
$
|
2.42
|
|
|
$
|
2.60
|
|
Diluted weighted-average shares outstanding
|
169,520,508
|
|
|
108,243,063
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net income from Real Estate attributable to W. P. Carey
|
$
|
114,176
|
|
|
$
|
104,616
|
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
223,463
|
|
|
127,653
|
|
||
Gain on sale of real estate, net
|
(571
|
)
|
|
(18,644
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
8,913
|
|
|
2,154
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(61
|
)
|
|
(5,511
|
)
|
||
Total adjustments
|
231,744
|
|
|
110,442
|
|
||
FFO (as defined by NAREIT) Attributable to W. P. Carey – Real Estate
(a)
|
345,920
|
|
|
215,058
|
|
||
Adjustments:
|
|
|
|
||||
Above- and below-market rent intangible lease amortization, net
|
32,377
|
|
|
24,105
|
|
||
Straight-line and other rent adjustments
|
(14,233
|
)
|
|
(4,933
|
)
|
||
Other (gains) and losses
(b)
|
9,817
|
|
|
(1,673
|
)
|
||
Stock-based compensation
|
6,282
|
|
|
6,296
|
|
||
Amortization of deferred financing costs
|
5,498
|
|
|
1,711
|
|
||
Other amortization and non-cash items
|
2,012
|
|
|
7
|
|
||
Merger and other expenses
(d)
|
842
|
|
|
2,655
|
|
||
Tax benefit – deferred and other
|
(363
|
)
|
|
(11,285
|
)
|
||
Proportionate share of adjustments to equity in net income of partially owned entities
|
26
|
|
|
28
|
|
||
Proportionate share of adjustments for noncontrolling interests
|
(32
|
)
|
|
(573
|
)
|
||
Total adjustments
|
42,226
|
|
|
16,338
|
|
||
AFFO Attributable to W. P. Carey – Real Estate
(a)
|
$
|
388,146
|
|
|
$
|
231,396
|
|
|
|
|
|
||||
Summary
|
|
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey – Real Estate
(a)
|
$
|
345,920
|
|
|
$
|
215,058
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share – Real Estate
(a)
|
$
|
2.04
|
|
|
$
|
1.99
|
|
AFFO attributable to W. P. Carey – Real Estate
(a)
|
$
|
388,146
|
|
|
$
|
231,396
|
|
AFFO attributable to W. P. Carey per diluted share – Real Estate
(a)
|
$
|
2.29
|
|
|
$
|
2.14
|
|
Diluted weighted-average shares outstanding
|
169,520,508
|
|
|
108,243,063
|
|
(a)
|
FFO and AFFO are non-GAAP measures. See below for a description of FFO and AFFO.
|
(b)
|
AFFO amount for the
three months ended June 30, 2019
is primarily comprised of unrealized losses on derivatives of
$(0.3) million
, gains from foreign currency movements of
$0.7 million
, loss on extinguishment of debt of
$(3.0) million
and loss on marketable securities of
$(3.1) million
. Real Estate AFFO amount for the
three months ended June 30, 2019
is primarily comprised of unrealized losses on derivatives of
$(0.3) million
, gains from foreign currency movements of
$0.7 million
, loss on extinguishment of debt of
$(3.0) million
and loss on marketable securities of
$(3.3) million
. Beginning in the second quarter of 2019, we aggregated (gain) loss on extinguishment of debt and realized (gains) losses on foreign currency (both of which were previously disclosed as separate AFFO adjustment line items), as well as certain other adjustments, within this line item, which is comprised of adjustments related to Other gains and (losses) on our consolidated statements of income. Prior period amounts have been reclassified to conform to the current period presentation.
|
(c)
|
Amounts for the three months ended March 31, 2019 and
six months ended June 30, 2019
include a current tax benefit, which is excluded from AFFO as it was incurred as a result of the CPA:17 Merger.
|
(d)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
Table of Contents
|
Overview
|
|
|
|
Financial Results
|
|
Statements of Income – Last Five Quarters
|
|
FFO and AFFO – Last Five Quarters
|
|
|
|
Balance Sheets and Capitalization
|
|
|
|
Real Estate
|
|
Investment Activity
|
|
|
|
Investment Management
|
|
|
|
Appendix
|
|
Adjusted EBITDA
–
Last Five Quarters
|
|
Summary Metrics
|
Financial Results
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Segment
|
|
|
||||||||
|
|
|
|
|
Owned
Real Estate
|
|
Investment Management
|
|
Total
|
||||||
Revenues, including reimbursable costs – consolidated ($000s)
|
|
$
|
291,542
|
|
|
$
|
13,669
|
|
|
$
|
305,211
|
|
|||
Net income attributable to W. P. Carey ($000s)
|
|
60,768
|
|
|
5,270
|
|
|
66,038
|
|
||||||
Net income attributable to W. P. Carey per diluted share
|
|
0.35
|
|
|
0.03
|
|
|
0.38
|
|
||||||
Normalized pro rata cash NOI from real estate ($000s)
(a) (b)
|
|
267,784
|
|
|
N/A
|
|
|
267,784
|
|
||||||
Adjusted EBITDA ($000s)
(a)
(b)
|
|
261,100
|
|
|
9,633
|
|
|
270,733
|
|
||||||
AFFO attributable to W. P. Carey ($000s)
(a) (b)
|
|
199,824
|
|
|
8,641
|
|
|
208,465
|
|
||||||
AFFO attributable to W. P. Carey per diluted share
(a)
(b)
|
|
1.17
|
|
|
0.05
|
|
|
1.22
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share – second quarter
|
|
|
|
|
|
1.034
|
|
||||||||
Dividends declared per share – second quarter annualized
|
|
|
|
|
|
4.136
|
|
||||||||
Dividend yield – annualized, based on quarter end share price of $81.18
|
|
|
|
|
|
5.1
|
%
|
||||||||
Dividend payout ratio – for the six months ended June 30, 2019
(c)
|
|
|
|
|
|
85.4
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||
Balance Sheet and Capitalization
|
|
|
|
|
|
|
|
|
|
||||||
Equity market capitalization – based on quarter end share price of $81.18 ($000s)
|
|
|
|
|
|
$
|
13,862,013
|
|
|||||||
Pro rata net debt ($000s)
(d)
|
|
|
|
|
|
|
|
|
6,232,432
|
|
|||||
Enterprise value ($000s)
|
|
|
|
|
|
|
|
|
20,094,445
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Total consolidated debt ($000s)
|
|
|
|
|
|
|
|
|
6,177,011
|
|
|||||
Gross assets ($000s)
(e)
|
|
|
|
|
|
|
|
|
15,039,546
|
|
|||||
Liquidity ($000s)
(f)
|
|
|
|
|
|
|
|
|
1,591,052
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Pro rata net debt to enterprise value
(b)
|
|
|
|
|
|
|
|
|
31.0
|
%
|
|||||
Pro rata net debt to adjusted EBITDA (annualized)
(a)
(b)
|
|
|
|
|
|
5.8x
|
|
||||||||
Total consolidated debt to gross assets
|
|
|
|
|
|
|
|
|
41.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average interest rate
(b)
|
|
|
|
|
|
|
|
|
3.5
|
%
|
|||||
Weighted-average debt maturity (years)
(b)
|
|
|
|
|
|
|
|
|
5.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Moody's Investors Service – corporate rating
|
|
|
|
|
|
|
|
|
Baa2 (stable)
|
|
|||||
Standard & Poor's Ratings Services – issuer rating
|
|
|
|
|
|
|
|
|
BBB (stable)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Real Estate Portfolio (Pro Rata)
|
|
|
|
|
|
|
|
|
|
||||||
ABR ($000s)
(g)
|
|
|
|
|
|
|
|
|
$
|
1,115,821
|
|
||||
Number of net-leased properties
|
|
|
|
|
|
|
|
|
1,198
|
|
|||||
Number of operating properties
(h)
|
|
|
|
|
|
|
|
|
26
|
|
|||||
Number of tenants –
net-leased properties
|
|
|
|
|
|
|
|
|
320
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
ABR from investment grade tenants as a % of total ABR – net-leased properties
(i)
|
|
|
|
|
|
28.8
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||
Net-leased properties – square footage (millions)
|
|
|
|
|
|
|
|
|
136.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Occupancy – net-leased properties
|
|
|
|
|
|
|
|
|
98.2
|
%
|
|||||
Weighted-average lease term (years)
|
|
|
|
|
|
|
|
|
10.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||
Maximum commitment for capital investment projects expected to be completed during 2019 ($000s)
|
|
|
|
$
|
95,874
|
|
|||||||||
Acquisitions and completed capital investment projects – second quarter ($000s)
|
|
|
|
155,169
|
|
||||||||||
Dispositions – second quarter ($000s)
|
|
|
|
|
|
|
|
|
16,954
|
|
(a)
|
Normalized pro rata cash NOI, Adjusted EBITDA and AFFO are non-GAAP measures. See the
Terms and Definitions
section in the Appendix for a description of our non-GAAP measures and for details on how certain non-GAAP measures are calculated.
|
(b)
|
Presented on a pro rata basis. See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(c)
|
Represents dividends declared per share divided by AFFO per diluted share on a year-to-date basis.
|
(d)
|
Represents total pro rata debt outstanding less consolidated cash and cash equivalents. See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(e)
|
Gross assets represent consolidated total assets before accumulated depreciation on buildings and improvements. Gross assets are net of accumulated amortization on in-place lease intangible assets of
$595.5 million
and above-market rent intangible assets of
$369.5 million
.
|
|
|
Investing for the long run
TM
| 1
|
(f)
|
Represents availability on our Senior Unsecured Credit Facility plus consolidated cash and cash equivalents.
|
(g)
|
See the
Terms and Definitions
section in the Appendix for a description of ABR.
|
(h)
|
Comprised of
24
self-storage properties and
two
hotels.
|
(i)
|
Percentage of portfolio is based on ABR, as of
June 30, 2019
. Includes tenants or guarantors with investment grade ratings (
19.6%
) and subsidiaries of non-guarantor parent companies with investment grade ratings (
9.2%
). Investment grade refers to an entity with a rating of BBB- or higher from Standard & Poor’s Ratings Services or Baa3 or higher from Moody’s Investors Service. See the
Terms and Definitions
section in the Appendix for a description of ABR.
|
|
|
Investing for the long run
TM
| 2
|
Components of Net Asset Value
|
Real Estate
|
|
|
Three Months Ended
Jun. 30, 2019 |
|
Annualized
|
||||
Normalized pro rata cash NOI
(a) (b)
|
|
|
$
|
267,784
|
|
|
$
|
1,071,136
|
|
|
|
|
|
|
|
||||
Investment Management
|
|
|
|
|
|
||||
Adjusted EBITDA
(a) (b)
|
|
|
9,633
|
|
|
38,532
|
|
||
Selected Components of Adjusted EBITDA:
|
|
|
|
|
|
||||
Asset management revenue
(c)
|
|
|
9,790
|
|
|
39,160
|
|
||
Structuring and other advisory revenue
(c)
|
|
|
58
|
|
|
N/A
|
|
||
Operating partnership interests in real estate cash flow of Managed REITs
(d)
|
|
3,373
|
|
|
13,492
|
|
|||
Back-end fees and interests associated with the Managed Programs
|
|
|
See the
Summary of Back-End Fees for / Interests in the Managed Programs
section for details.
|
||||||
|
|
|
|
|
|
||||
Balance Sheet – Selected Information (Consolidated Unless Otherwise Stated)
|
|
As of Jun. 30, 2019
|
|||||||
Assets
|
|
|
|
|
|
||||
Book value of real estate excluded from normalized pro rata cash NOI
(e)
|
|
|
|
$
|
281,792
|
|
|||
Cash and cash equivalents
|
|
|
|
|
202,279
|
|
|||
Due from affiliates
|
|
|
|
|
81,523
|
|
|||
Other assets, net:
|
|
|
|
|
|
||||
Straight-line rent adjustments
|
|
|
|
|
$
|
115,709
|
|
||
Investment in shares of a cold storage operator
|
|
|
|
|
110,046
|
|
|||
Restricted cash, including escrow
|
|
|
|
|
59,332
|
|
|||
Loans receivable
|
|
|
|
|
57,737
|
|
|||
Taxes receivable
|
|
|
|
|
44,273
|
|
|||
Deferred charges
|
|
|
|
|
38,980
|
|
|||
Accounts receivable
|
|
|
|
|
38,892
|
|
|||
Securities and derivatives
|
|
|
|
|
34,744
|
|
|||
Investment in shares of Guggenheim Credit Income Fund
|
|
|
|
|
19,111
|
|
|||
Prepaid expenses
|
|
|
|
|
16,263
|
|
|||
Deposits for construction and dispositions
|
|
|
|
|
14,722
|
|
|||
Office lease right-of-use assets, net
(f)
|
|
|
|
|
10,110
|
|
|||
Other intangible assets, net
|
|
|
|
|
9,504
|
|
|||
Deferred income taxes
|
|
|
|
|
6,927
|
|
|||
Leasehold improvements, furniture and fixtures
|
|
|
|
1,979
|
|
||||
Other
|
|
|
|
|
1,941
|
|
|||
Total other assets, net
|
|
|
|
|
$
|
580,270
|
|
||
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||||
Total pro rata debt outstanding
(b)
|
|
|
|
|
$
|
6,434,711
|
|
||
Dividends payable
|
|
|
|
|
178,665
|
|
|||
Deferred income taxes
|
|
|
|
|
168,841
|
|
|||
Accounts payable, accrued expenses and other liabilities:
|
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
|
|
|
$
|
150,187
|
|
||
Prepaid and deferred rents
|
|
|
|
|
99,486
|
|
|||
Operating lease liabilities
(f)
|
|
|
|
|
90,580
|
|
|||
Accrued taxes payable
|
|
|
|
|
44,857
|
|
|||
Tenant security deposits
|
|
|
|
|
36,920
|
|
|||
Securities and derivatives
|
|
|
|
|
6,272
|
|
|||
Other
|
|
|
|
|
35,115
|
|
|||
Total accounts payable, accrued expenses and other liabilities
|
|
|
|
|
$
|
463,417
|
|
|
|
Investing for the long run
TM
| 3
|
Other
|
Ownership %
|
|
Number of Shares / Units Owned
|
|
NAV
|
|
Implied Value
|
||||||
|
|
|
A
|
|
B
|
|
A x B
|
||||||
Ownership in Managed Programs:
(g)
|
|
|
|
|
|
|
|
|
|||||
CPA:18 – Global
|
3.7
|
%
|
|
5,424,232
|
|
|
$
|
8.73
|
|
(h)
|
$
|
47,354
|
|
CWI 1
|
3.5
|
%
|
|
4,958,385
|
|
|
10.39
|
|
(h)
|
51,518
|
|
||
CWI 2
|
3.3
|
%
|
|
3,017,784
|
|
|
11.41
|
|
(h)
|
34,433
|
|
||
CESH
|
2.4
|
%
|
|
3,492
|
|
|
1,000.00
|
|
(i)
|
3,492
|
|
||
|
|
|
|
|
|
|
$
|
136,797
|
|
(a)
|
Normalized pro rata cash NOI and Adjusted EBITDA are non-GAAP measures. See the
Terms and Definitions
section in the Appendix for a description of our non-GAAP measures and for details on how they are calculated.
|
(b)
|
Presented on a pro rata basis. See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(c)
|
Amounts are gross of fees paid to the respective subadvisors of CWI 1, CWI 2 and CPA:18
–
Global (for multi-family properties). During 2018, CPA:18 – Global sold five of its six multi-family properties (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements).
|
(d)
|
We are entitled to receive distributions of up to 10% of the Available Cash of each of the Managed REITs, as defined in their respective operating partnership agreements. Pursuant to the terms of their subadvisory agreements, however, 20% of the distributions of Available Cash we receive from CWI 1 and 25% of the distributions of Available Cash we receive from CWI 2 are paid to their respective subadvisors. Amounts for CWI 1 and CWI 2 are net of fees paid to their respective subadvisors.
|
(e)
|
Represents the value of real estate not included in normalized pro rata cash NOI, such as vacant assets, in-progress build-to-suit properties, a common equity interest in a Las Vegas retail center and an unstabilized hotel operating property, which was classified as held for sale as of
June 30, 2019
.
|
(f)
|
We adopted Accounting Standards Update 2016-02, Leases (Topic 842) for our interim and annual periods beginning January 1, 2019, whereby the rights and obligations of lessees under substantially all leases, existing and new, are capitalized and recorded on the balance sheet. As a result, we recognized
$114.5 million
of land lease right-of-use assets included in In-place lease intangible assets and other,
$10.1 million
of office lease right-of-use assets in Other assets, net, and
$90.6 million
of corresponding operating lease liabilities for certain operating office and land lease arrangements in Accounts payable, accrued expenses and other liabilities as of
June 30, 2019
.
|
(g)
|
Separate from operating partnership interests in the Managed REITs and our interests in unconsolidated real estate joint ventures with our affiliate, CPA:18
–
Global.
|
(h)
|
We calculated the estimated net asset values per share (“NAVs”) by relying in part on an estimate of the fair market values of the respective real estate portfolios adjusted to give effect to mortgage loans, both provided by third parties, as well as other adjustments. Refer to the SEC filings of the Managed REITs for the calculation methodologies of the respective NAVs.
|
(i)
|
We own limited partnership units of CESH at its private placement price of $1,000 per unit; we do not intend to calculate a NAV for CESH.
|
|
|
Investing for the long run
TM
| 4
|
|
|
Investing for the long run
TM
| 5
|
Consolidated Statements of Income – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease revenues
|
$
|
269,802
|
|
|
$
|
262,939
|
|
|
$
|
233,632
|
|
|
$
|
173,067
|
|
|
$
|
168,367
|
|
Operating property revenues
|
15,436
|
|
|
15,996
|
|
|
11,707
|
|
|
4,282
|
|
|
4,865
|
|
|||||
Lease termination income and other
|
6,304
|
|
|
3,270
|
|
|
2,952
|
|
|
1,981
|
|
|
680
|
|
|||||
|
291,542
|
|
|
282,205
|
|
|
248,291
|
|
|
179,330
|
|
|
173,912
|
|
|||||
Investment Management:
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset management revenue
|
9,790
|
|
|
9,732
|
|
|
11,954
|
|
|
17,349
|
|
|
17,268
|
|
|||||
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,042
|
|
|
6,042
|
|
|
5,537
|
|
|||||
Structuring and other advisory revenue
|
58
|
|
|
2,518
|
|
|
8,108
|
|
|
6,663
|
|
|
4,426
|
|
|||||
|
13,669
|
|
|
16,118
|
|
|
25,104
|
|
|
30,054
|
|
|
27,231
|
|
|||||
|
305,211
|
|
|
298,323
|
|
|
273,395
|
|
|
209,384
|
|
|
201,143
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
113,632
|
|
|
112,379
|
|
|
93,321
|
|
|
67,825
|
|
|
64,337
|
|
|||||
General and administrative
|
19,729
|
|
|
21,285
|
|
|
17,449
|
|
|
15,863
|
|
|
16,442
|
|
|||||
Reimbursable tenant costs
|
13,917
|
|
|
13,171
|
|
|
10,145
|
|
|
5,979
|
|
|
5,733
|
|
|||||
Operating property expenses
|
10,874
|
|
|
10,594
|
|
|
7,844
|
|
|
3,055
|
|
|
3,581
|
|
|||||
Property expenses, excluding reimbursable tenant costs
|
9,915
|
|
|
9,912
|
|
|
8,319
|
|
|
4,898
|
|
|
5,327
|
|
|||||
Stock-based compensation expense
|
4,936
|
|
|
4,165
|
|
|
3,902
|
|
|
2,475
|
|
|
3,698
|
|
|||||
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,042
|
|
|
6,042
|
|
|
5,537
|
|
|||||
Subadvisor fees
(a)
|
1,650
|
|
|
2,202
|
|
|
2,226
|
|
|
3,127
|
|
|
1,855
|
|
|||||
Merger and other expenses
(b)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
|
179,170
|
|
|
177,722
|
|
|
185,346
|
|
|
110,937
|
|
|
109,202
|
|
|||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(59,719
|
)
|
|
(61,313
|
)
|
|
(57,250
|
)
|
|
(41,740
|
)
|
|
(41,311
|
)
|
|||||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
3,951
|
|
|
5,491
|
|
|
15,268
|
|
|
18,363
|
|
|
12,558
|
|
|||||
Other gains and (losses)
(c)
|
(671
|
)
|
|
955
|
|
|
13,215
|
|
|
8,875
|
|
|
10,586
|
|
|||||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
933
|
|
|
99,618
|
|
|
343
|
|
|
11,912
|
|
|||||
Gain on change in control of interests
(d)
|
—
|
|
|
—
|
|
|
47,814
|
|
|
—
|
|
|
—
|
|
|||||
|
(56,801
|
)
|
|
(53,934
|
)
|
|
118,665
|
|
|
(14,159
|
)
|
|
(6,255
|
)
|
|||||
Income before income taxes
|
69,240
|
|
|
66,667
|
|
|
206,714
|
|
|
84,288
|
|
|
85,686
|
|
|||||
(Provision for) benefit from income taxes
|
(3,119
|
)
|
|
2,129
|
|
|
(11,436
|
)
|
|
(2,715
|
)
|
|
(6,262
|
)
|
|||||
Net Income
|
66,121
|
|
|
68,796
|
|
|
195,278
|
|
|
81,573
|
|
|
79,424
|
|
|||||
Net income attributable to noncontrolling interests
|
(83
|
)
|
|
(302
|
)
|
|
(2,015
|
)
|
|
(4,225
|
)
|
|
(3,743
|
)
|
|||||
Net Income Attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
68,494
|
|
|
$
|
193,263
|
|
|
$
|
77,348
|
|
|
$
|
75,681
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share
|
$
|
0.39
|
|
|
$
|
0.41
|
|
|
$
|
1.33
|
|
|
$
|
0.71
|
|
|
$
|
0.70
|
|
Diluted Earnings Per Share
|
$
|
0.38
|
|
|
$
|
0.41
|
|
|
$
|
1.33
|
|
|
$
|
0.71
|
|
|
$
|
0.70
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
171,304,112
|
|
|
167,234,121
|
|
|
145,480,858
|
|
|
108,073,969
|
|
|
108,059,394
|
|
|||||
Diluted
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends Declared Per Share
|
$
|
1.034
|
|
|
$
|
1.032
|
|
|
$
|
1.030
|
|
|
$
|
1.025
|
|
|
$
|
1.020
|
|
(a)
|
The subadvisors for CWI 1, CWI 2 and CPA:18
–
Global (for multi-family properties) earn a percentage of gross fees recorded, which we account for as an expense and are recorded as Subadvisor fees in our consolidated statements of income. The amounts paid to the subadvisors are the differences between gross and net fees. During 2018, CPA:18 – Global sold five of its six multi-family properties (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements).
|
(b)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
(c)
|
Amount for the
three months ended June 30, 2019
is primarily comprised of realized gains on foreign currency exchange derivatives of
$3.5 million
, mark-to-market adjustment for our investment in shares of a cold storage operator of
$(3.3) million
, loss on extinguishment of debt of
$(3.0) million
, interest earned from cash in bank and on loans to affiliates of
$1.1 million
, net gains on foreign currency transactions of
$0.7 million
, and dividend income from our investment in shares of Guggenheim Credit Income Fund of
$0.5 million
.
|
(d)
|
Amount for the three months ended December 31, 2018 includes a gain of $18.8 million recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method. Amount for the three months ended December 31, 2018 also includes a gain of $29.0 million recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 6
|
Statements of Income, Real Estate – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease revenues
|
$
|
269,802
|
|
|
$
|
262,939
|
|
|
$
|
233,632
|
|
|
$
|
173,067
|
|
|
$
|
168,367
|
|
Operating property revenues
|
15,436
|
|
|
15,996
|
|
|
11,707
|
|
|
4,282
|
|
|
4,865
|
|
|||||
Lease termination income and other
|
6,304
|
|
|
3,270
|
|
|
2,952
|
|
|
1,981
|
|
|
680
|
|
|||||
|
291,542
|
|
|
282,205
|
|
|
248,291
|
|
|
179,330
|
|
|
173,912
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
112,666
|
|
|
111,413
|
|
|
92,330
|
|
|
66,837
|
|
|
63,374
|
|
|||||
General and administrative
|
15,001
|
|
|
15,188
|
|
|
13,197
|
|
|
11,349
|
|
|
10,599
|
|
|||||
Reimbursable tenant costs
|
13,917
|
|
|
13,171
|
|
|
10,145
|
|
|
5,979
|
|
|
5,733
|
|
|||||
Operating property expenses
|
10,874
|
|
|
10,594
|
|
|
7,844
|
|
|
3,055
|
|
|
3,581
|
|
|||||
Property expenses, excluding reimbursable tenant costs
|
9,915
|
|
|
9,912
|
|
|
8,319
|
|
|
4,898
|
|
|
5,327
|
|
|||||
Stock-based compensation expense
|
3,482
|
|
|
2,800
|
|
|
2,774
|
|
|
1,380
|
|
|
1,990
|
|
|||||
Merger and other expenses
(a)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
|
166,551
|
|
|
163,224
|
|
|
171,707
|
|
|
95,171
|
|
|
93,296
|
|
|||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(59,719
|
)
|
|
(61,313
|
)
|
|
(57,250
|
)
|
|
(41,740
|
)
|
|
(41,311
|
)
|
|||||
Other gains and (losses)
|
(1,362
|
)
|
|
970
|
|
|
15,075
|
|
|
8,197
|
|
|
9,630
|
|
|||||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
933
|
|
|
99,618
|
|
|
343
|
|
|
11,912
|
|
|||||
Equity in earnings (losses) of equity method investments in real estate
|
230
|
|
|
(78
|
)
|
|
1,755
|
|
|
4,699
|
|
|
3,529
|
|
|||||
Gain on change in control of interests
(b)
|
—
|
|
|
—
|
|
|
18,792
|
|
|
—
|
|
|
—
|
|
|||||
|
(61,213
|
)
|
|
(59,488
|
)
|
|
77,990
|
|
|
(28,501
|
)
|
|
(16,240
|
)
|
|||||
Income before income taxes
|
63,778
|
|
|
59,493
|
|
|
154,574
|
|
|
55,658
|
|
|
64,376
|
|
|||||
Provision for income taxes
|
(3,019
|
)
|
|
(6,159
|
)
|
|
(948
|
)
|
|
(424
|
)
|
|
(1,317
|
)
|
|||||
Net Income from Real Estate
|
60,759
|
|
|
53,334
|
|
|
153,626
|
|
|
55,234
|
|
|
63,059
|
|
|||||
Net loss (income) attributable to noncontrolling interests
|
9
|
|
|
74
|
|
|
(2,015
|
)
|
|
(4,225
|
)
|
|
(3,743
|
)
|
|||||
Net Income from Real Estate Attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
53,408
|
|
|
$
|
151,611
|
|
|
$
|
51,009
|
|
|
$
|
59,316
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share
|
$
|
0.36
|
|
|
$
|
0.32
|
|
|
$
|
1.04
|
|
|
$
|
0.47
|
|
|
$
|
0.55
|
|
Diluted Earnings Per Share
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
1.04
|
|
|
$
|
0.47
|
|
|
$
|
0.55
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
171,304,112
|
|
|
167,234,121
|
|
|
145,480,858
|
|
|
108,073,969
|
|
|
108,059,394
|
|
|||||
Diluted
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
(a)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
(b)
|
Amount for the three months ended December 31, 2018 represents a gain recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method.
|
|
|
Investing for the long run
TM
| 7
|
Statements of Income, Investment Management – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset management revenue
|
$
|
9,790
|
|
|
$
|
9,732
|
|
|
$
|
11,954
|
|
|
$
|
17,349
|
|
|
$
|
17,268
|
|
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,042
|
|
|
6,042
|
|
|
5,537
|
|
|||||
Structuring and other advisory revenue
|
58
|
|
|
2,518
|
|
|
8,108
|
|
|
6,663
|
|
|
4,426
|
|
|||||
|
13,669
|
|
|
16,118
|
|
|
25,104
|
|
|
30,054
|
|
|
27,231
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
General and administrative
|
4,728
|
|
|
6,097
|
|
|
4,252
|
|
|
4,514
|
|
|
5,843
|
|
|||||
Reimbursable costs from affiliates
|
3,821
|
|
|
3,868
|
|
|
5,042
|
|
|
6,042
|
|
|
5,537
|
|
|||||
Subadvisor fees
(a)
|
1,650
|
|
|
2,202
|
|
|
2,226
|
|
|
3,127
|
|
|
1,855
|
|
|||||
Stock-based compensation expense
|
1,454
|
|
|
1,365
|
|
|
1,128
|
|
|
1,095
|
|
|
1,708
|
|
|||||
Depreciation and amortization
|
966
|
|
|
966
|
|
|
991
|
|
|
988
|
|
|
963
|
|
|||||
|
12,619
|
|
|
14,498
|
|
|
13,639
|
|
|
15,766
|
|
|
15,906
|
|
|||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of equity method investments in the Managed Programs
|
3,721
|
|
|
5,569
|
|
|
13,513
|
|
|
13,664
|
|
|
9,029
|
|
|||||
Other gains and (losses)
|
691
|
|
|
(15
|
)
|
|
(1,860
|
)
|
|
678
|
|
|
956
|
|
|||||
Gain on change in control of interests
(b)
|
—
|
|
|
—
|
|
|
29,022
|
|
|
—
|
|
|
—
|
|
|||||
|
4,412
|
|
|
5,554
|
|
|
40,675
|
|
|
14,342
|
|
|
9,985
|
|
|||||
Income before income taxes
|
5,462
|
|
|
7,174
|
|
|
52,140
|
|
|
28,630
|
|
|
21,310
|
|
|||||
(Provision for) benefit from income taxes
|
(100
|
)
|
|
8,288
|
|
|
(10,488
|
)
|
|
(2,291
|
)
|
|
(4,945
|
)
|
|||||
Net Income from Investment Management
|
5,362
|
|
|
15,462
|
|
|
41,652
|
|
|
26,339
|
|
|
16,365
|
|
|||||
Net income attributable to noncontrolling interests
|
(92
|
)
|
|
(376
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Income from Investment Management Attributable to W. P. Carey
|
$
|
5,270
|
|
|
$
|
15,086
|
|
|
$
|
41,652
|
|
|
$
|
26,339
|
|
|
$
|
16,365
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
0.15
|
|
Diluted Earnings Per Share
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
0.15
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
171,304,112
|
|
|
167,234,121
|
|
|
145,480,858
|
|
|
108,073,969
|
|
|
108,059,394
|
|
|||||
Diluted
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
(a)
|
The subadvisors for CWI 1, CWI 2 and CPA:18
–
Global (for multi-family properties) earn a percentage of gross fees recorded, which we account for as an expense and are recorded as Subadvisor fees in our consolidated statements of income. The amounts paid to the subadvisors are the differences between gross and net fees. During 2018, CPA:18 – Global sold five of its six multi-family properties (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements).
|
(b)
|
Amount for the three months ended December 31, 2018 represents a gain recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 8
|
FFO and AFFO, Consolidated – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
68,494
|
|
|
$
|
193,263
|
|
|
$
|
77,348
|
|
|
$
|
75,681
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization of real property
|
112,360
|
|
|
111,103
|
|
|
92,018
|
|
|
66,493
|
|
|
63,073
|
|
|||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(99,618
|
)
|
|
(343
|
)
|
|
(11,912
|
)
|
|||||
Gain on change in control of interests
(a)
|
—
|
|
|
—
|
|
|
(47,814
|
)
|
|
—
|
|
|
—
|
|
|||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
4,424
|
|
|
3,225
|
|
|
(651
|
)
|
|
902
|
|
|||||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(30
|
)
|
|
(762
|
)
|
|
(2,693
|
)
|
|
(2,729
|
)
|
|||||
Total adjustments
|
117,180
|
|
|
114,564
|
|
|
(52,951
|
)
|
|
62,806
|
|
|
49,334
|
|
|||||
FFO (as defined by NAREIT) Attributable to W. P. Carey
(b)
|
183,218
|
|
|
183,058
|
|
|
140,312
|
|
|
140,154
|
|
|
125,015
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
15,927
|
|
|
14,985
|
|
|
13,224
|
|
|
12,303
|
|
|||||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(6,258
|
)
|
|
(6,096
|
)
|
|
(3,431
|
)
|
|
(2,637
|
)
|
|||||
Other (gains) and losses
(c)
|
5,724
|
|
|
4,930
|
|
|
(9,001
|
)
|
|
(5,148
|
)
|
|
(6,845
|
)
|
|||||
Stock-based compensation
|
4,936
|
|
|
4,165
|
|
|
3,902
|
|
|
2,475
|
|
|
3,698
|
|
|||||
Amortization of deferred financing costs
|
2,774
|
|
|
2,724
|
|
|
2,572
|
|
|
1,901
|
|
|
1,905
|
|
|||||
Other amortization and non-cash items
|
1,706
|
|
|
567
|
|
|
468
|
|
|
467
|
|
|
35
|
|
|||||
Tax (benefit) expense – deferred and other
(d)
|
(933
|
)
|
|
(4,928
|
)
|
|
6,288
|
|
|
3,918
|
|
|
3,028
|
|
|||||
Merger and other expenses
(e)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,876
|
|
|
1,461
|
|
|
3,192
|
|
|
3,860
|
|
|
3,635
|
|
|||||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(25
|
)
|
|
140
|
|
|
664
|
|
|
(230
|
)
|
|||||
Total adjustments
|
25,247
|
|
|
18,709
|
|
|
53,548
|
|
|
19,603
|
|
|
17,584
|
|
|||||
AFFO Attributable to W. P. Carey
(b)
|
$
|
208,465
|
|
|
$
|
201,767
|
|
|
$
|
193,860
|
|
|
$
|
159,757
|
|
|
$
|
142,599
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey
(b)
|
$
|
183,218
|
|
|
$
|
183,058
|
|
|
$
|
140,312
|
|
|
$
|
140,154
|
|
|
$
|
125,015
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey
per diluted share
(b)
|
$
|
1.07
|
|
|
$
|
1.09
|
|
|
$
|
0.96
|
|
|
$
|
1.29
|
|
|
$
|
1.16
|
|
AFFO attributable to W. P. Carey
(b)
|
$
|
208,465
|
|
|
$
|
201,767
|
|
|
$
|
193,860
|
|
|
$
|
159,757
|
|
|
$
|
142,599
|
|
AFFO attributable to W. P. Carey per diluted share
(b)
|
$
|
1.22
|
|
|
$
|
1.21
|
|
|
$
|
1.33
|
|
|
$
|
1.48
|
|
|
$
|
1.32
|
|
Diluted weighted-average shares outstanding
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
(a)
|
Amount for the three months December 31, 2018 includes a gain recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method. Amount for the three months ended December 31, 2018 also includes a gain recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
(b)
|
FFO and AFFO are non-GAAP measures. See the
Terms and Definitions
section in the Appendix for a description of our non-GAAP measures.
|
(c)
|
Amount for the
three months ended June 30, 2019
is primarily comprised of unrealized losses on derivatives of
$(0.3) million
, gains from foreign currency movements of
$0.7 million
, loss on extinguishment of debt of
$(3.0) million
and loss on marketable securities of
$(3.1) million
. Beginning in the second quarter of 2019, we aggregated (gain) loss on extinguishment of debt and realized (gains) losses on foreign currency (both of which were previously disclosed as separate AFFO adjustment line items), as well as certain other adjustments, within this line item, which is comprised of adjustments related to Other gains and (losses) on our consolidated statements of income. Prior period amounts have been reclassified to conform to the current period presentation.
|
(d)
|
Amount for the three months ended March 31, 2019 includes a current tax benefit and amount for the three months ended December 31, 2018 includes a current tax expense, both of which are excluded from AFFO as they were incurred as a result of the CPA:17 Merger.
|
(e)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 9
|
FFO and AFFO, Real Estate – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income from Real Estate attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
53,408
|
|
|
$
|
151,611
|
|
|
$
|
51,009
|
|
|
$
|
59,316
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization of real property
|
112,360
|
|
|
111,103
|
|
|
92,018
|
|
|
66,493
|
|
|
63,073
|
|
|||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(99,618
|
)
|
|
(343
|
)
|
|
(11,912
|
)
|
|||||
Gain on change in control of interests
(a)
|
—
|
|
|
—
|
|
|
(18,792
|
)
|
|
—
|
|
|
—
|
|
|||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
4,424
|
|
|
3,225
|
|
|
(651
|
)
|
|
902
|
|
|||||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(30
|
)
|
|
(762
|
)
|
|
(2,693
|
)
|
|
(2,729
|
)
|
|||||
Total adjustments
|
117,180
|
|
|
114,564
|
|
|
(23,929
|
)
|
|
62,806
|
|
|
49,334
|
|
|||||
FFO (as defined by NAREIT) Attributable to W. P. Carey – Real Estate
(b)
|
177,948
|
|
|
167,972
|
|
|
127,682
|
|
|
113,815
|
|
|
108,650
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
15,927
|
|
|
14,985
|
|
|
13,224
|
|
|
12,303
|
|
|||||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(6,258
|
)
|
|
(6,096
|
)
|
|
(3,431
|
)
|
|
(2,637
|
)
|
|||||
Other (gains) and losses
(c)
|
5,888
|
|
|
3,929
|
|
|
(11,269
|
)
|
|
(5,084
|
)
|
|
(6,599
|
)
|
|||||
Stock-based compensation
|
3,482
|
|
|
2,800
|
|
|
2,774
|
|
|
1,380
|
|
|
1,990
|
|
|||||
Amortization of deferred financing costs
|
2,774
|
|
|
2,724
|
|
|
2,572
|
|
|
1,901
|
|
|
1,905
|
|
|||||
Other amortization and non-cash items
|
1,510
|
|
|
502
|
|
|
260
|
|
|
64
|
|
|
56
|
|
|||||
Tax (benefit) expense – deferred and other
|
(853
|
)
|
|
490
|
|
|
(3,949
|
)
|
|
(3,556
|
)
|
|
(1,767
|
)
|
|||||
Merger and other expenses
(d)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
(89
|
)
|
|
115
|
|
|
(260
|
)
|
|
519
|
|
|
99
|
|
|||||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(25
|
)
|
|
140
|
|
|
664
|
|
|
(230
|
)
|
|||||
Total adjustments
|
21,876
|
|
|
20,350
|
|
|
36,255
|
|
|
7,354
|
|
|
7,812
|
|
|||||
AFFO Attributable to W. P. Carey – Real Estate
(b)
|
$
|
199,824
|
|
|
$
|
188,322
|
|
|
$
|
163,937
|
|
|
$
|
121,169
|
|
|
$
|
116,462
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey – Real Estate
(b)
|
$
|
177,948
|
|
|
$
|
167,972
|
|
|
$
|
127,682
|
|
|
$
|
113,815
|
|
|
$
|
108,650
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share – Real Estate
(b)
|
$
|
1.04
|
|
|
$
|
1.00
|
|
|
$
|
0.87
|
|
|
$
|
1.05
|
|
|
$
|
1.01
|
|
AFFO attributable to W. P. Carey – Real Estate
(b)
|
$
|
199,824
|
|
|
$
|
188,322
|
|
|
$
|
163,937
|
|
|
$
|
121,169
|
|
|
$
|
116,462
|
|
AFFO attributable to W. P. Carey per diluted share – Real Estate
(b)
|
$
|
1.17
|
|
|
$
|
1.13
|
|
|
$
|
1.12
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
Diluted weighted-average shares outstanding
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
(a)
|
Amount for the three months December 31, 2018 represents a gain recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method.
|
(b)
|
FFO and AFFO are non-GAAP measures. See the
Terms and Definitions
section in the Appendix for a description of our non-GAAP measures.
|
(c)
|
Amount for the
three months ended June 30, 2019
is primarily comprised of unrealized losses on derivatives of
$(0.3) million
, gains from foreign currency movements of
$0.7 million
, loss on extinguishment of debt of
$(3.0) million
and loss on marketable securities of
$(3.3) million
. Beginning in the second quarter of 2019, we aggregated (gain) loss on extinguishment of debt and realized (gains) losses on foreign currency (both of which were previously disclosed as separate AFFO adjustment line items), as well as certain other adjustments, within this line item, which is comprised of adjustments related to Other gains and (losses) on our consolidated statements of income. Prior period amounts have been reclassified to conform to the current period presentation.
|
(d)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 10
|
FFO and AFFO, Investment Management – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income from Investment Management attributable to W. P. Carey
|
$
|
5,270
|
|
|
$
|
15,086
|
|
|
$
|
41,652
|
|
|
$
|
26,339
|
|
|
$
|
16,365
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on change in control of interests
(a)
|
—
|
|
|
—
|
|
|
(29,022
|
)
|
|
—
|
|
|
—
|
|
|||||
Total adjustments
|
—
|
|
|
—
|
|
|
(29,022
|
)
|
|
—
|
|
|
—
|
|
|||||
FFO (as defined by NAREIT) Attributable to W. P. Carey – Investment Management
(b)
|
5,270
|
|
|
15,086
|
|
|
12,630
|
|
|
26,339
|
|
|
16,365
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation
|
1,454
|
|
|
1,365
|
|
|
1,128
|
|
|
1,095
|
|
|
1,708
|
|
|||||
Other amortization and non-cash items
|
196
|
|
|
65
|
|
|
208
|
|
|
403
|
|
|
(21
|
)
|
|||||
Other (gains) and losses
(c)
|
(164
|
)
|
|
1,001
|
|
|
2,268
|
|
|
(64
|
)
|
|
(246
|
)
|
|||||
Tax (benefit) expense – deferred and other
(d)
|
(80
|
)
|
|
(5,418
|
)
|
|
10,237
|
|
|
7,474
|
|
|
4,795
|
|
|||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,965
|
|
|
1,346
|
|
|
3,452
|
|
|
3,341
|
|
|
3,536
|
|
|||||
Total adjustments
|
3,371
|
|
|
(1,641
|
)
|
|
17,293
|
|
|
12,249
|
|
|
9,772
|
|
|||||
AFFO Attributable to W. P. Carey – Investment Management
(b)
|
$
|
8,641
|
|
|
$
|
13,445
|
|
|
$
|
29,923
|
|
|
$
|
38,588
|
|
|
$
|
26,137
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Summary
|
|
|
|
|
|
|
|
|
|
||||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey – Investment Management
(b)
|
$
|
5,270
|
|
|
$
|
15,086
|
|
|
$
|
12,630
|
|
|
$
|
26,339
|
|
|
$
|
16,365
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey per diluted share – Investment Management
(b)
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.24
|
|
|
$
|
0.15
|
|
AFFO attributable to W. P. Carey – Investment Management
(b)
|
$
|
8,641
|
|
|
$
|
13,445
|
|
|
$
|
29,923
|
|
|
$
|
38,588
|
|
|
$
|
26,137
|
|
AFFO attributable to W. P. Carey per diluted share – Investment Management
(b)
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
0.24
|
|
Diluted weighted-average shares outstanding
|
171,490,625
|
|
|
167,434,740
|
|
|
145,716,583
|
|
|
108,283,666
|
|
|
108,234,934
|
|
(a)
|
Amount for the three months ended December 31, 2018 represents a gain recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
(b)
|
FFO and AFFO are non-GAAP measures. See the
Terms and Definitions
section in the Appendix for a description of our non-GAAP measures.
|
(c)
|
Amount for the
three months ended June 30, 2019
is primarily comprised of gain on marketable securities of
$0.2 million
. Beginning in the second quarter of 2019, we aggregated realized (gains) losses on foreign currency (which was previously disclosed as a separate AFFO adjustment line item) and certain other adjustments within this line item, which is comprised of adjustments related to Other gains and (losses) on our consolidated statements of income. Prior period amounts have been reclassified to conform to the current period presentation.
|
(d)
|
Amount for the three months ended March 31, 2019 includes a current tax benefit and amount for the three months ended December 31, 2018 includes a current tax expense, both of which are excluded from AFFO as they were incurred as a result of the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 11
|
Elements of Pro Rata Statement of Income and AFFO Adjustments
|
|
Equity
Investments
(a)
|
|
Noncontrolling
Interests
(b)
|
|
AFFO
Adjustments
|
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Real Estate:
|
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
5,915
|
|
|
$
|
(31
|
)
|
|
$
|
8,268
|
|
(c)
|
Operating property revenues:
|
|
|
|
|
|
|
||||||
Hotel revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Self-storage revenues
|
1,099
|
|
|
—
|
|
|
—
|
|
|
|||
Lease termination income and other
|
127
|
|
|
(1
|
)
|
|
(14
|
)
|
|
|||
|
|
|
|
|
|
|
||||||
Investment Management:
|
|
|
|
|
|
|
||||||
Asset management revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Reimbursable costs from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Structuring and other advisory revenue
|
—
|
|
|
—
|
|
|
(3
|
)
|
(d)
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,894
|
|
|
(4
|
)
|
|
(116,428
|
)
|
(e)
|
|||
General and administrative
|
8
|
|
|
—
|
|
|
—
|
|
|
|||
Reimbursable tenant costs
|
537
|
|
|
(9
|
)
|
|
(170
|
)
|
|
|||
Operating property expenses:
|
|
|
|
|
|
|
||||||
Hotel expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Self-storage expenses
|
668
|
|
|
—
|
|
|
(94
|
)
|
|
|||
Property expenses, excluding reimbursable tenant costs
|
220
|
|
|
—
|
|
|
(364
|
)
|
(d)
|
|||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
(4,936
|
)
|
(d)
|
|||
Reimbursable costs from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Subadvisor fees
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Merger and other expenses
|
—
|
|
|
—
|
|
|
(696
|
)
|
(g)
|
|||
|
|
|
|
|
|
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
||||||
Interest expense
|
(1,403
|
)
|
|
—
|
|
|
3,883
|
|
(h)
|
|||
Equity in earnings of equity method investments in the Managed Programs and real estate:
|
|
|
|
|
|
|
||||||
Income related to our general partnership interests in the Managed REITs
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
|||
Joint ventures
|
(393
|
)
|
|
—
|
|
|
467
|
|
(i)
|
|||
Income related to our ownership in the Managed Programs
|
—
|
|
|
—
|
|
|
1,965
|
|
(j)
|
|||
Other gains and (losses)
|
(1
|
)
|
|
5
|
|
|
5,719
|
|
(k)
|
|||
Loss on sale of real estate, net
|
—
|
|
|
—
|
|
|
362
|
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
(17
|
)
|
|
3
|
|
|
(908
|
)
|
(l)
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
105
|
|
|
—
|
|
|
(a)
|
Represents the break-out by line item of amounts recorded in Equity in earnings of equity method investments in the Managed Programs and real estate.
|
(b)
|
Represents the break-out by line item of amounts recorded in Net income attributable to noncontrolling interests.
|
(c)
|
Represents the reversal of amortization of above- or below-market lease intangibles of
$16.5 million
and the elimination of non-cash amounts related to straight-line rent and other of
$8.2 million
.
|
(d)
|
Adjustment to exclude a non-cash item.
|
(e)
|
Adjustment is a non-cash adjustment excluding corporate depreciation and amortization.
|
(f)
|
The subadvisors for CWI 1, CWI 2 and CPA:18
–
Global (for multi-family properties) earn a percentage of gross fees recorded, which we account for as an expense and are recorded as Subadvisor fees in our consolidated statements of income. The amounts paid to the subadvisors are the differences between gross and net fees. During 2018, CPA:18 – Global sold five of its six multi-family properties (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements).
|
|
|
Investing for the long run
TM
| 12
|
(g)
|
Adjustment primarily to exclude costs incurred in connection with the CPA:17 Merger.
|
(h)
|
Represents the elimination of non-cash components of interest expense, such as deferred financing costs, debt premiums and discounts.
|
(i)
|
Adjustments to include our pro rata share of AFFO adjustments from equity investments.
|
(j)
|
Represents Adjusted MFFO from the Managed Programs in place of our pro rata share of net income from our ownership in the Managed Programs. Adjusted MFFO is defined as MFFO adjusted for deferred taxes and excluding the adjustment for realized gains and losses on hedges.
|
(k)
|
Represents eliminations of gains (losses) related to the extinguishment of debt, unrealized foreign currency gains (losses), unrealized gains (losses) on derivatives, gains (losses) on marketable securities and other items.
|
(l)
|
Primarily represents the elimination of deferred taxes.
|
|
|
Investing for the long run
TM
| 13
|
Capital Expenditures
|
Tenant Improvements and Leasing Costs
|
|
||
Tenant improvements
|
$
|
692
|
|
Leasing costs
|
148
|
|
|
Tenant Improvements and Leasing Costs
|
840
|
|
|
|
|
||
Maintenance Capital Expenditures
|
|
||
Operating properties
|
156
|
|
|
Net-lease properties
|
33
|
|
|
Maintenance Capital Expenditures
|
189
|
|
|
|
|
||
Total: Tenant Improvements and Leasing Costs, and Maintenance Capital Expenditures
|
$
|
1,029
|
|
|
|
||
Non-Maintenance Capital Expenditures
|
|
||
Operating properties
|
$
|
1,047
|
|
Net-lease properties
|
—
|
|
|
Non-Maintenance Capital Expenditures
|
$
|
1,047
|
|
|
|
Investing for the long run
TM
| 14
|
|
|
Investing for the long run
TM
| 15
|
Consolidated Balance Sheets
|
|
Jun. 30, 2019
|
|
Dec. 31, 2018
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Land, buildings and improvements
(a)
|
$
|
9,480,306
|
|
|
$
|
9,251,396
|
|
Net investments in direct financing leases
|
1,263,319
|
|
|
1,306,215
|
|
||
In-place lease intangible assets and other
|
2,134,786
|
|
|
2,009,628
|
|
||
Above-market rent intangible assets
|
921,998
|
|
|
925,797
|
|
||
Investments in real estate
|
13,800,409
|
|
|
13,493,036
|
|
||
Accumulated depreciation and amortization
(b)
|
(1,812,628
|
)
|
|
(1,564,182
|
)
|
||
Assets held for sale, net
(c)
|
102,777
|
|
|
—
|
|
||
Net investments in real estate
|
12,090,558
|
|
|
11,928,854
|
|
||
Equity investments in the Managed Programs and real estate
(d)
|
317,159
|
|
|
329,248
|
|
||
Cash and cash equivalents
|
202,279
|
|
|
217,644
|
|
||
Due from affiliates
|
81,523
|
|
|
74,842
|
|
||
Other assets, net
|
580,270
|
|
|
711,507
|
|
||
Goodwill
|
920,218
|
|
|
920,944
|
|
||
Total assets
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Debt:
|
|
|
|
||||
Senior unsecured notes, net
|
$
|
3,861,931
|
|
|
$
|
3,554,470
|
|
Unsecured revolving credit facility
|
111,227
|
|
|
91,563
|
|
||
Non-recourse mortgages, net
|
2,203,853
|
|
|
2,732,658
|
|
||
Debt, net
|
6,177,011
|
|
|
6,378,691
|
|
||
Accounts payable, accrued expenses and other liabilities
|
463,417
|
|
|
403,896
|
|
||
Below-market rent and other intangible liabilities, net
|
213,279
|
|
|
225,128
|
|
||
Deferred income taxes
|
168,841
|
|
|
173,115
|
|
||
Dividends payable
|
178,665
|
|
|
172,154
|
|
||
Total liabilities
|
7,201,213
|
|
|
7,352,984
|
|
||
|
|
|
|
||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 450,000,000 shares authorized; 170,756,507 and 165,279,642 shares, respectively, issued and outstanding
|
171
|
|
|
165
|
|
||
Additional paid-in capital
|
8,576,245
|
|
|
8,187,335
|
|
||
Distributions in excess of accumulated earnings
|
(1,368,457
|
)
|
|
(1,143,992
|
)
|
||
Deferred compensation obligation
|
37,263
|
|
|
35,766
|
|
||
Accumulated other comprehensive loss
|
(260,817
|
)
|
|
(254,996
|
)
|
||
Total stockholders' equity
|
6,984,405
|
|
|
6,824,278
|
|
||
Noncontrolling interests
|
6,389
|
|
|
5,777
|
|
||
Total equity
|
6,990,794
|
|
|
6,830,055
|
|
||
Total liabilities and equity
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
(a)
|
Includes
$189.3 million
and
$470.7 million
of amounts attributable to operating properties as of
June 30, 2019
and
December 31, 2018
, respectively.
|
(b)
|
Includes
$847.5 million
and
$734.8 million
of accumulated depreciation on buildings and improvements as of
June 30, 2019
and
December 31, 2018
, respectively, and
$965.1 million
and
$829.4 million
of accumulated amortization on lease intangibles as of
June 30, 2019
and
December 31, 2018
, respectively.
|
(c)
|
At
June 30, 2019
, we had two properties classified as Assets held for sale, net, including one hotel operating property.
|
(d)
|
Our equity investments in real estate joint ventures totaled
$197.9 million
and
$221.7 million
as of
June 30, 2019
and
December 31, 2018
, respectively. Our equity investments in the Managed Programs totaled
$119.2 million
and
$107.6 million
as of
June 30, 2019
and
December 31, 2018
, respectively.
|
|
|
Investing for the long run
TM
| 16
|
Capitalization
|
Description
|
|
Shares
|
|
Share Price
|
|
Market Value
|
|||||||
Equity
|
|
|
|
|
|
|
|
||||||
Common equity
|
|
|
|
170,756,507
|
|
|
$
|
81.18
|
|
|
$
|
13,862,013
|
|
Preferred equity
|
|
|
|
|
|
|
|
—
|
|
||||
Total Equity Market Capitalization
|
|
|
|
|
|
13,862,013
|
|
||||||
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Outstanding Balance
(a)
|
|||||
Pro Rata Debt
|
|
|
|
|
|
|
|
||||||
Non-recourse mortgages
|
|
|
|
|
|
|
|
2,422,484
|
|
||||
Unsecured revolving credit facility (due February 22, 2021)
|
|
|
|
|
|
|
111,227
|
|
|||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
||||||
Due January 20, 2023 (EUR)
|
|
|
|
|
|
569,000
|
|
||||||
Due April 1, 2024 (USD)
|
|
|
|
|
|
500,000
|
|
||||||
Due July 19, 2024 (EUR)
|
|
|
|
|
|
569,000
|
|
||||||
Due February 1, 2025 (USD)
|
|
|
|
|
|
450,000
|
|
||||||
Due April 9, 2026 (EUR)
|
|
|
|
|
|
569,000
|
|
||||||
Due October 1, 2026 (USD)
|
|
|
|
|
|
350,000
|
|
||||||
Due April 15, 2027 (EUR)
|
|
|
|
|
|
569,000
|
|
||||||
Due July 15, 2029 (USD)
|
|
|
|
|
|
325,000
|
|
||||||
Total Pro Rata Debt
|
|
|
|
|
|
6,434,711
|
|
||||||
|
|
|
|
|
|
|
|
|
|||||
Total Capitalization
|
|
|
|
|
|
$
|
20,296,724
|
|
(a)
|
Excludes unamortized discount, net totaling
$38.8 million
and unamortized deferred financing costs totaling
$21.9 million
as of
June 30, 2019
.
|
|
|
Investing for the long run
TM
| 17
|
Debt Overview
|
(a)
|
Other currencies include debt denominated in British pound sterling, Norwegian krone and Japanese yen.
|
(b)
|
Debt data is presented on a pro rata basis. See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(c)
|
Excludes unamortized discount, net totaling
$38.8 million
and unamortized deferred financing costs totaling
$21.9 million
as of
June 30, 2019
.
|
(d)
|
Depending on the currency, we incurred interest at either London Interbank Offered Rate (“LIBOR”), Euro Interbank Offered Rate (“EURIBOR”), or Japanese yen (“JPY”) LIBOR plus 1.00% on our Unsecured revolving credit facility. EURIBOR and JPY LIBOR have a floor of 0.00% under the terms of our credit agreement. Availability under our Unsecured revolving credit facility was
$1.4 billion
as of
June 30, 2019
. The aggregate principal amount (of revolving and term loans) available under our credit agreement may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.35 billion.
|
|
|
Investing for the long run
TM
| 18
|
Debt Maturity
|
|
|
Real Estate
|
|
Debt
|
|||||||||||||||||
|
|
Number of Properties
(a)
|
|
|
|
Weighted-
Average
Interest Rate
|
|
|
|
Total Outstanding Balance
(b) (c)
|
|
% of Total Outstanding Balance
|
|||||||||
Year of Maturity
|
|
|
ABR
(a)
|
|
|
Balloon
|
|
|
|||||||||||||
Non-Recourse Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Remaining 2019
|
|
4
|
|
|
$
|
6,397
|
|
|
6.1
|
%
|
|
$
|
20,214
|
|
|
$
|
20,689
|
|
|
0.3
|
%
|
2020
|
|
29
|
|
|
87,056
|
|
|
4.7
|
%
|
|
372,240
|
|
|
386,325
|
|
|
6.0
|
%
|
|||
2021
|
|
82
|
|
|
99,925
|
|
|
4.2
|
%
|
|
500,181
|
|
|
543,904
|
|
|
8.4
|
%
|
|||
2022
|
|
42
|
|
|
92,541
|
|
|
4.5
|
%
|
|
493,198
|
|
|
532,236
|
|
|
8.3
|
%
|
|||
2023
|
|
41
|
|
|
72,678
|
|
|
4.0
|
%
|
|
365,018
|
|
|
418,552
|
|
|
6.4
|
%
|
|||
2024
|
|
49
|
|
|
47,693
|
|
|
4.1
|
%
|
|
180,718
|
|
|
240,961
|
|
|
3.7
|
%
|
|||
2025
|
|
23
|
|
|
20,893
|
|
|
6.2
|
%
|
|
139,014
|
|
|
179,709
|
|
|
2.8
|
%
|
|||
2026
|
|
9
|
|
|
12,249
|
|
|
6.1
|
%
|
|
31,535
|
|
|
54,861
|
|
|
0.9
|
%
|
|||
2027
|
|
2
|
|
|
3,566
|
|
|
4.7
|
%
|
|
21,450
|
|
|
30,865
|
|
|
0.5
|
%
|
|||
2028
|
|
1
|
|
|
2,983
|
|
|
7.0
|
%
|
|
—
|
|
|
10,659
|
|
|
0.2
|
%
|
|||
2031
|
|
1
|
|
|
920
|
|
|
6.0
|
%
|
|
—
|
|
|
3,723
|
|
|
0.1
|
%
|
|||
Total Pro Rata Non-Recourse Debt
|
|
283
|
|
|
$
|
446,901
|
|
|
4.5
|
%
|
|
$
|
2,123,568
|
|
|
2,422,484
|
|
|
37.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Recourse Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed – Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Due January 20, 2023 (EUR)
|
|
2.0
|
%
|
|
|
|
569,000
|
|
|
8.8
|
%
|
||||||||||
Due April 1, 2024 (USD)
|
|
4.6
|
%
|
|
|
|
500,000
|
|
|
7.9
|
%
|
||||||||||
Due July 19, 2024 (EUR)
|
|
2.3
|
%
|
|
|
|
569,000
|
|
|
8.8
|
%
|
||||||||||
Due February 1, 2025 (USD)
|
|
4.0
|
%
|
|
|
|
450,000
|
|
|
7.0
|
%
|
||||||||||
Due April 9, 2026 (EUR)
|
|
2.3
|
%
|
|
|
|
569,000
|
|
|
8.8
|
%
|
||||||||||
Due October 1, 2026 (USD)
|
|
4.3
|
%
|
|
|
|
350,000
|
|
|
5.5
|
%
|
||||||||||
Due April 15, 2027 (EUR)
|
|
2.1
|
%
|
|
|
|
569,000
|
|
|
8.8
|
%
|
||||||||||
Due July 15, 2029 (USD)
|
|
3.9
|
%
|
|
|
|
325,000
|
|
|
5.1
|
%
|
||||||||||
Total Senior Unsecured Notes
|
|
3.0
|
%
|
|
|
|
3,901,000
|
|
|
60.7
|
%
|
||||||||||
Variable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unsecured revolving credit facility (due February 22, 2021)
(d)
|
|
1.0
|
%
|
|
|
|
111,227
|
|
|
1.7
|
%
|
||||||||||
Total Recourse Debt
|
|
3.0
|
%
|
|
|
|
4,012,227
|
|
|
62.4
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Pro Rata Debt Outstanding
|
|
3.5
|
%
|
|
|
|
$
|
6,434,711
|
|
|
100.0
|
%
|
(a)
|
Represents the number of properties and ABR associated with the debt that is maturing in each respective year.
|
(b)
|
Debt maturity data is presented on a pro rata basis. See the
Terms and Definitions
section in the Appendix for a description of pro rata. Total outstanding balance includes balloon payments and scheduled amortization for our non-recourse debt.
|
(c)
|
Excludes unamortized discount, net totaling
$38.8 million
and unamortized deferred financing costs totaling
$21.9 million
as of
June 30, 2019
.
|
(d)
|
Depending on the currency, we incurred interest at either LIBOR, EURIBOR, or JPY LIBOR plus 1.00% on our Unsecured revolving credit facility. EURIBOR and JPY LIBOR have a floor of 0.00% under the terms of our credit agreement. Availability under our Unsecured revolving credit facility was
$1.4 billion
as of
June 30, 2019
. The aggregate principal amount (of revolving and term loans) available under our credit agreement may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.35 billion.
|
|
|
Investing for the long run
TM
| 19
|
Senior Unsecured Notes
|
|
|
Issuer / Corporate
|
|
Senior Unsecured Notes
|
||||
Ratings Agency
|
|
Rating
|
|
Outlook
|
|
Rating
|
|
Outlook
|
Moody's
|
|
Baa2
|
|
Stable
|
|
Baa2
|
|
Stable
|
Standard & Poor's
|
|
BBB
|
|
Stable
|
|
BBB
|
|
Stable
|
Covenant
|
|
Metric
|
|
Required
|
|
As of
Jun. 30, 2019 |
Limitation on the incurrence of debt
|
|
"Total Debt" /
"Total Assets"
|
|
≤ 60%
|
|
40.1%
|
Limitation on the incurrence of secured debt
|
|
"Secured Debt" /
"Total Assets"
|
|
≤ 40%
|
|
14.3%
|
Limitation on the incurrence of debt based on consolidated EBITDA to annual debt service charge
|
|
"Consolidated EBITDA" /
"Annual Debt Service Charge"
|
|
≥ 1.5x
|
|
4.7x
|
Maintenance of unencumbered asset value
|
|
"Unencumbered Assets" / "Total Unsecured Debt"
|
|
≥ 150%
|
|
234.0%
|
|
|
Investing for the long run
TM
| 20
|
|
|
Investing for the long run
TM
| 21
|
Investment Activity – Capital Investment Projects
(a)
|
|
|
|
|
Primary Transaction Type
|
|
Property Type
|
|
Expected Completion Date
|
|
Estimated Change in Square Footage
|
|
Lease Term (Years)
|
|
Funded During Three Months Ended Jun. 30, 2019
|
|
Total Funded Through Jun. 30, 2019
|
|
Maximum Commitment
|
||||||||||||
Tenant
|
|
Location
|
|
|
|
|
|
|
|
|
Remaining
|
|
Total
|
|||||||||||||||||
Orgill, Inc.
|
|
Kilgore, TX
|
|
Expansion
|
|
Warehouse
|
|
Q3 2019
|
|
328,707
|
|
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,000
|
|
|
$
|
14,000
|
|
Astellas US Holding, Inc.
(b)
|
|
Westborough, MA
|
|
Redevelopment
|
|
Laboratory
|
|
Q4 2019
|
|
10,063
|
|
|
17
|
|
|
24,447
|
|
|
24,458
|
|
|
27,219
|
|
|
51,677
|
|
||||
Rockwell Automation
(c)
|
|
Katowice, Poland
|
|
Build-to-Suit
|
|
Industrial
|
|
Q4 2019
|
|
121,320
|
|
|
15
|
|
|
2,330
|
|
|
2,330
|
|
|
15,340
|
|
|
17,670
|
|
||||
Gestamp Automocion, S.L.
|
|
McCalla, AL
|
|
Expansion
|
|
Industrial
|
|
Q4 2019
|
|
137,620
|
|
|
20
|
|
|
1,795
|
|
|
1,795
|
|
|
10,732
|
|
|
12,527
|
|
||||
Hellweg Die Profi-Baumärkte GmbH
& Co. KG (c) |
|
Various, Germany
|
|
Renovation
|
|
Retail
|
|
Q1 2020
|
|
N/A
|
|
|
18
|
|
|
3,117
|
|
|
10,510
|
|
|
2,349
|
|
|
12,859
|
|
||||
Cuisine Solutions, Inc.
|
|
San Antonio, TX
|
|
Build-to-Suit
|
|
Industrial
|
|
Q4 2020
|
|
290,000
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
75,000
|
|
||||
Total
|
|
|
|
|
|
|
|
|
|
887,710
|
|
|
|
|
$
|
31,689
|
|
|
$
|
39,093
|
|
|
$
|
144,640
|
|
|
$
|
183,733
|
|
(a)
|
This schedule includes future estimates for which we can give no assurance as to timing or amounts. Completed capital investment projects are included in the
Investment Activity – Acquisitions and Completed Capital Investment Projects
section. Funding amounts exclude capitalized construction interest.
|
(b)
|
This redevelopment project also includes renovations to the existing 250,813 square foot property.
|
(c)
|
Commitment amounts are based on the exchange rate of the euro at period end.
|
|
|
Investing for the long run
TM
| 22
|
Investment Activity – Acquisitions and Completed Capital Investment Projects
|
|
|
|
|
Gross Investment Amount
|
|
Closing Date / Asset Completion Date
|
|
Property
Type(s)
|
|
Gross Square Footage
|
|||
Tenant / Lease Guarantor
|
|
Property Location(s)
|
|
|
|
|
|||||||
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|||
1Q19
|
|
|
|
|
|
|
|
|
|
|
|||
University of Western States
|
|
Portland, OR
|
|
$
|
36,178
|
|
|
Feb-19
|
|
Education Facility
|
|
152,642
|
|
PPD Development, L.P.
|
|
Morrisville, NC
|
|
48,305
|
|
|
Mar-19
|
|
Office
|
|
219,812
|
|
|
Orgill, Inc.
|
|
Inwood, WV
|
|
37,565
|
|
|
Mar-19
|
|
Warehouse
|
|
763,371
|
|
|
Litehouse, Inc.
|
|
Hurricane, UT
|
|
49,283
|
|
|
Mar-19
|
|
Industrial
|
|
268,009
|
|
|
Amerifreight Systems, LLC
|
|
Bensenville, IL
|
|
16,642
|
|
|
Mar-19
|
|
Industrial
|
|
58,000
|
|
|
1Q19 Total
|
|
|
|
187,973
|
|
|
|
|
|
|
1,461,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2Q19
|
|
|
|
|
|
|
|
|
|
|
|||
Integrated Warehouse Solutions (2 properties)
|
|
Westerville, OH and North Wales, PA
|
|
10,237
|
|
|
May-19
|
|
Industrial
|
|
143,092
|
|
|
Electrical Components International, Inc. (8 properties)
|
|
United States (5 properties) and Mexico (3 properties)
|
|
24,487
|
|
|
May-19
|
|
Industrial
|
|
525,484
|
|
|
Badger Sportswear, LLC
|
|
Statesville, NC
|
|
18,755
|
|
|
Jun-19
|
|
Warehouse
|
|
300,910
|
|
|
Turkey Hill, LLC
|
|
Conestoga, PA
|
|
70,057
|
|
|
Jun-19
|
|
Industrial
|
|
412,428
|
|
|
2Q19 Total
|
|
|
|
123,536
|
|
|
|
|
|
|
1,381,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Year-to-Date Total
|
|
|
|
311,509
|
|
|
|
|
|
|
2,843,748
|
|
(a)
|
Amount reflects the applicable exchange rate on the date of the transaction.
|
(b)
|
These capital investment projects were acquired in the CPA:17 Merger on October 31, 2018. The gross investment amount includes amounts funded prior to the completion of the CPA:17 Merger.
|
|
|
Investing for the long run
TM
| 23
|
Investment Activity – Dispositions
|
Tenant / Lease Guarantor
|
|
Property Location(s)
|
|
Gross Sale Price
|
|
Closing Date
|
|
Property
Type(s)
|
|
Gross Square Footage
|
|||
1Q19
|
|
|
|
|
|
|
|
|
|
|
|||
Walgreens Co.
|
|
Concord, NC
|
|
$
|
4,961
|
|
|
Jan-19
|
|
Retail
|
|
14,560
|
|
1Q19 Total
|
|
|
|
4,961
|
|
|
|
|
|
|
14,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2Q19
|
|
|
|
|
|
|
|
|
|
|
|||
Civitas Media, LLC (4 properties)
|
|
Sedalia, MO; Lumberton and Mount Airy, NC; and Wilkes-Barre, PA
|
|
7,669
|
|
|
Apr-19
|
|
Industrial
|
|
144,918
|
|
|
Production Resource Group, Inc.
|
|
Las Vegas, NV
|
|
9,285
|
|
|
Jun-19
|
|
Warehouse
|
|
126,916
|
|
|
2Q19 Total
|
|
|
|
16,954
|
|
|
|
|
|
|
271,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Year-to-Date Total Dispositions
|
|
$
|
21,915
|
|
|
|
|
|
|
286,394
|
|
|
|
Investing for the long run
TM
| 24
|
Joint Ventures
|
Joint Venture or JV
(Principal Tenant)
|
|
JV Partnership
|
|
Consolidated
|
|
Pro Rata
(a)
|
||||||||||||||
|
Partner
|
|
WPC %
|
|
Debt Outstanding
(b)
|
|
ABR
|
|
Debt Outstanding
(c)
|
|
ABR
|
|||||||||
Unconsolidated Joint Ventures (Equity Method Investments)
(d)
|
|
|
|
|
|
|
|
|
||||||||||||
Kesko Senukai
(e)
|
|
Third party
|
|
70.00%
|
|
$
|
121,856
|
|
|
$
|
14,069
|
|
|
$
|
85,299
|
|
|
$
|
9,849
|
|
State Farm Mutual Automobile Insurance Co.
|
|
CPA:18 – Global
|
|
50.00%
|
|
72,800
|
|
|
7,682
|
|
|
36,400
|
|
|
3,841
|
|
||||
Bank Pekao
(e)
|
|
CPA:18 – Global
|
|
50.00%
|
|
56,380
|
|
|
9,016
|
|
|
28,190
|
|
|
4,508
|
|
||||
Apply S
ø
rco AS
(e)
|
|
CPA:18 – Global
|
|
49.00%
|
|
42,027
|
|
|
4,299
|
|
|
20,593
|
|
|
2,106
|
|
||||
Fortenova Grupa d.d. (formerly Konzum d.d.)
(e)
|
|
CPA:18 – Global
|
|
20.00%
|
|
27,455
|
|
|
4,372
|
|
|
5,491
|
|
|
874
|
|
||||
Total Unconsolidated Joint Ventures
|
|
|
|
320,518
|
|
|
39,438
|
|
|
175,973
|
|
|
21,178
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated Joint Ventures
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
McCoy-Rockford, Inc.
|
|
Third party
|
|
90.00%
|
|
—
|
|
|
871
|
|
|
—
|
|
|
784
|
|
||||
Total Consolidated Joint Ventures
|
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
784
|
|
||||||
Total Unconsolidated and Consolidated Joint Ventures
|
|
$
|
320,518
|
|
|
$
|
40,309
|
|
|
$
|
175,973
|
|
|
$
|
21,962
|
|
(a)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(b)
|
Excludes unamortized deferred financing costs totaling
$0.5 million
and unamortized
discount
, net totaling
$0.2 million
as of
June 30, 2019
.
|
(c)
|
Excludes unamortized deferred financing costs totaling
$0.2 million
and unamortized
discount
, net totaling
$0.2 million
as of
June 30, 2019
.
|
(d)
|
Excludes a
90.00%
equity position in a jointly owned investment, Johnson Self Storage (comprised of nine self-storage operating properties), which did not have debt outstanding as of
June 30, 2019
. Excludes a
15.00%
common equity interest in a jointly owned investment, BPS Nevada, LLC.
|
(e)
|
Amounts are based on the applicable exchange rate at the end of the period.
|
(f)
|
Excludes a jointly owned investment, Shelborne Hotel, which we consolidate with a
95.45%
ownership interest and which did not have debt outstanding as of
June 30, 2019
. Shelborne Hotel was classified as held for sale as of
June 30, 2019
.
|
|
|
Investing for the long run
TM
| 25
|
Top Ten Tenants
|
Tenant / Lease Guarantor
|
|
Description
|
|
Number of Properties
|
|
ABR
|
|
ABR %
|
|
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
|
|
|
3.2
|
%
|
|
4.8
|
|
Hellweg Die Profi-Baumärkte GmbH & Co. KG
(a)
|
|
Do-it-yourself retail properties in Germany
|
|
44
|
|
|
35,895
|
|
|
3.2
|
%
|
|
17.7
|
|
|
State of Andalucia
(a)
|
|
Government office properties in Spain
|
|
70
|
|
|
28,762
|
|
|
2.6
|
%
|
|
15.5
|
|
|
The New York Times Company
(b)
|
|
Media headquarters in New York City
|
|
1
|
|
|
27,967
|
|
|
2.5
|
%
|
|
4.8
|
|
|
Metro Cash & Carry Italia S.p.A.
(a)
|
|
Business-to-business wholesale stores in Italy and Germany
|
|
20
|
|
|
27,468
|
|
|
2.5
|
%
|
|
7.8
|
|
|
Pendragon PLC
(a)
|
|
Automotive dealerships in the United Kingdom
|
|
70
|
|
|
21,460
|
|
|
1.9
|
%
|
|
10.8
|
|
|
Marriott Corporation
|
|
Net lease hotel properties in the U.S.
|
|
18
|
|
|
20,065
|
|
|
1.8
|
%
|
|
4.4
|
|
|
Nord Anglia Education, Inc.
|
|
K-12 private schools in the U.S.
|
|
3
|
|
|
18,734
|
|
|
1.7
|
%
|
|
24.2
|
|
|
Forterra, Inc.
(a) (c)
|
|
Industrial properties in the U.S. and Canada
|
|
27
|
|
|
18,387
|
|
|
1.7
|
%
|
|
24.0
|
|
|
Advance Auto Parts, Inc.
|
|
Distribution facilities in the U.S.
|
|
30
|
|
|
18,345
|
|
|
1.6
|
%
|
|
13.6
|
|
|
Total
(d)
|
|
|
|
361
|
|
|
$
|
253,091
|
|
|
22.7
|
%
|
|
12.1
|
|
(a)
|
ABR amounts are subject to fluctuations in foreign currency exchange rates.
|
(b)
|
As of
June 30, 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.
|
(c)
|
Of the
27
properties leased to Forterra, Inc.,
25
are located in the United States and
two
are located in Canada.
|
(d)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 26
|
Diversification by Property Type
|
|
|
Total Net-Lease Portfolio
|
|
|
Unencumbered Net-Lease Portfolio
(a)
|
||||||||||||||||||||||
Property Type
|
|
ABR
|
|
ABR %
|
|
Square Footage
(b)
|
|
Sq. ft. %
|
|
|
ABR
|
|
ABR %
|
|
Square Footage
(b)
|
|
Sq. ft. %
|
||||||||||
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
$
|
186,922
|
|
|
16.8
|
%
|
|
11,105
|
|
|
8.1
|
%
|
|
|
$
|
75,748
|
|
|
11.3
|
%
|
|
5,453
|
|
|
6.5
|
%
|
Industrial
|
|
196,441
|
|
|
17.6
|
%
|
|
36,249
|
|
|
26.5
|
%
|
|
|
126,405
|
|
|
18.9
|
%
|
|
23,812
|
|
|
28.6
|
%
|
||
Warehouse
|
|
133,924
|
|
|
12.0
|
%
|
|
28,453
|
|
|
20.8
|
%
|
|
|
54,538
|
|
|
8.2
|
%
|
|
12,434
|
|
|
14.9
|
%
|
||
Retail
(c)
|
|
44,560
|
|
|
4.0
|
%
|
|
3,862
|
|
|
2.9
|
%
|
|
|
31,869
|
|
|
4.8
|
%
|
|
2,155
|
|
|
2.6
|
%
|
||
Self Storage (net lease)
|
|
49,627
|
|
|
4.4
|
%
|
|
5,476
|
|
|
4.0
|
%
|
|
|
49,627
|
|
|
7.4
|
%
|
|
5,476
|
|
|
6.6
|
%
|
||
Other
(d)
|
|
102,188
|
|
|
9.2
|
%
|
|
5,716
|
|
|
4.2
|
%
|
|
|
60,517
|
|
|
9.0
|
%
|
|
2,910
|
|
|
3.5
|
%
|
||
U.S. Total
|
|
713,662
|
|
|
64.0
|
%
|
|
90,861
|
|
|
66.5
|
%
|
|
|
398,704
|
|
|
59.6
|
%
|
|
52,240
|
|
|
62.7
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
90,948
|
|
|
8.1
|
%
|
|
6,271
|
|
|
4.6
|
%
|
|
|
52,417
|
|
|
7.8
|
%
|
|
4,397
|
|
|
5.3
|
%
|
||
Industrial
|
|
64,716
|
|
|
5.8
|
%
|
|
9,522
|
|
|
7.0
|
%
|
|
|
54,596
|
|
|
8.2
|
%
|
|
8,052
|
|
|
9.6
|
%
|
||
Warehouse
|
|
95,106
|
|
|
8.5
|
%
|
|
15,118
|
|
|
11.1
|
%
|
|
|
49,318
|
|
|
7.4
|
%
|
|
7,648
|
|
|
9.2
|
%
|
||
Retail
(c)
|
|
151,379
|
|
|
13.6
|
%
|
|
14,807
|
|
|
10.8
|
%
|
|
|
113,885
|
|
|
17.0
|
%
|
|
10,969
|
|
|
13.2
|
%
|
||
Self Storage (net lease)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Other
(d)
|
|
10
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
International Total
|
|
402,159
|
|
|
36.0
|
%
|
|
45,718
|
|
|
33.5
|
%
|
|
|
270,216
|
|
|
40.4
|
%
|
|
31,066
|
|
|
37.3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
277,870
|
|
|
24.9
|
%
|
|
17,376
|
|
|
12.7
|
%
|
|
|
128,165
|
|
|
19.1
|
%
|
|
9,850
|
|
|
11.8
|
%
|
||
Industrial
|
|
261,157
|
|
|
23.4
|
%
|
|
45,771
|
|
|
33.5
|
%
|
|
|
181,001
|
|
|
27.1
|
%
|
|
31,864
|
|
|
38.2
|
%
|
||
Warehouse
|
|
229,030
|
|
|
20.5
|
%
|
|
43,571
|
|
|
31.9
|
%
|
|
|
103,856
|
|
|
15.6
|
%
|
|
20,082
|
|
|
24.1
|
%
|
||
Retail
(c)
|
|
195,939
|
|
|
17.6
|
%
|
|
18,669
|
|
|
13.7
|
%
|
|
|
145,754
|
|
|
21.8
|
%
|
|
13,124
|
|
|
15.8
|
%
|
||
Self Storage (net lease)
|
|
49,627
|
|
|
4.4
|
%
|
|
5,476
|
|
|
4.0
|
%
|
|
|
49,627
|
|
|
7.4
|
%
|
|
5,476
|
|
|
6.6
|
%
|
||
Other
(d)
|
|
102,198
|
|
|
9.2
|
%
|
|
5,716
|
|
|
4.2
|
%
|
|
|
60,517
|
|
|
9.0
|
%
|
|
2,910
|
|
|
3.5
|
%
|
||
Total
(e)
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
|
|
$
|
668,920
|
|
|
100.0
|
%
|
|
83,306
|
|
|
100.0
|
%
|
(a)
|
Represents properties unencumbered by non-recourse mortgage debt.
|
(b)
|
Includes square footage for vacant properties.
|
(c)
|
Includes automotive dealerships.
|
(d)
|
Includes ABR from tenants with the following property types: education facility, hotel (net lease), fitness facility, laboratory, theater and student housing (net lease).
|
(e)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 27
|
Diversification by Tenant Industry
|
|
|
Total Net-Lease Portfolio
|
|
|
Unencumbered Net-Lease Portfolio
(a)
|
||||||||||||||||||||||
Industry Type
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
||||||||||
Retail Stores
(b)
|
|
$
|
226,504
|
|
|
20.3
|
%
|
|
30,004
|
|
|
22.0
|
%
|
|
|
$
|
120,845
|
|
|
18.1
|
%
|
|
13,445
|
|
|
16.1
|
%
|
Consumer Services
|
|
105,430
|
|
|
9.4
|
%
|
|
8,165
|
|
|
6.0
|
%
|
|
|
80,695
|
|
|
12.1
|
%
|
|
6,549
|
|
|
7.9
|
%
|
||
Automotive
|
|
69,435
|
|
|
6.2
|
%
|
|
11,822
|
|
|
8.7
|
%
|
|
|
56,806
|
|
|
8.5
|
%
|
|
9,656
|
|
|
11.6
|
%
|
||
Cargo Transportation
|
|
60,557
|
|
|
5.4
|
%
|
|
9,650
|
|
|
7.1
|
%
|
|
|
44,710
|
|
|
6.7
|
%
|
|
6,807
|
|
|
8.2
|
%
|
||
Grocery
|
|
57,600
|
|
|
5.2
|
%
|
|
6,628
|
|
|
4.9
|
%
|
|
|
34,727
|
|
|
5.2
|
%
|
|
3,446
|
|
|
4.1
|
%
|
||
Business Services
|
|
57,500
|
|
|
5.2
|
%
|
|
5,076
|
|
|
3.7
|
%
|
|
|
15,227
|
|
|
2.3
|
%
|
|
1,818
|
|
|
2.2
|
%
|
||
Healthcare and Pharmaceuticals
|
|
49,112
|
|
|
4.4
|
%
|
|
3,923
|
|
|
2.9
|
%
|
|
|
28,973
|
|
|
4.3
|
%
|
|
2,645
|
|
|
3.2
|
%
|
||
Hotel, Gaming, and Leisure
|
|
43,554
|
|
|
3.9
|
%
|
|
2,423
|
|
|
1.8
|
%
|
|
|
25,929
|
|
|
3.9
|
%
|
|
1,326
|
|
|
1.6
|
%
|
||
Media: Advertising, Printing, and Publishing
|
|
42,673
|
|
|
3.8
|
%
|
|
2,147
|
|
|
1.6
|
%
|
|
|
8,838
|
|
|
1.3
|
%
|
|
775
|
|
|
0.9
|
%
|
||
Sovereign and Public Finance
|
|
41,709
|
|
|
3.7
|
%
|
|
3,364
|
|
|
2.4
|
%
|
|
|
32,227
|
|
|
4.8
|
%
|
|
3,000
|
|
|
3.6
|
%
|
||
Construction and Building
|
|
41,604
|
|
|
3.7
|
%
|
|
7,673
|
|
|
5.6
|
%
|
|
|
30,101
|
|
|
4.5
|
%
|
|
5,823
|
|
|
7.0
|
%
|
||
Capital Equipment
|
|
39,206
|
|
|
3.5
|
%
|
|
6,550
|
|
|
4.8
|
%
|
|
|
30,458
|
|
|
4.6
|
%
|
|
5,023
|
|
|
6.0
|
%
|
||
Beverage, Food, and Tobacco
|
|
37,122
|
|
|
3.3
|
%
|
|
4,844
|
|
|
3.5
|
%
|
|
|
34,428
|
|
|
5.2
|
%
|
|
4,655
|
|
|
5.6
|
%
|
||
Containers, Packaging, and Glass
|
|
36,227
|
|
|
3.2
|
%
|
|
6,527
|
|
|
4.8
|
%
|
|
|
10,153
|
|
|
1.5
|
%
|
|
1,924
|
|
|
2.3
|
%
|
||
High Tech Industries
|
|
27,444
|
|
|
2.5
|
%
|
|
2,921
|
|
|
2.1
|
%
|
|
|
14,793
|
|
|
2.2
|
%
|
|
1,762
|
|
|
2.1
|
%
|
||
Insurance
|
|
24,658
|
|
|
2.2
|
%
|
|
1,759
|
|
|
1.3
|
%
|
|
|
20,817
|
|
|
3.1
|
%
|
|
1,535
|
|
|
1.8
|
%
|
||
Banking
|
|
19,269
|
|
|
1.7
|
%
|
|
1,247
|
|
|
0.9
|
%
|
|
|
6,330
|
|
|
0.9
|
%
|
|
494
|
|
|
0.6
|
%
|
||
Telecommunications
|
|
18,915
|
|
|
1.7
|
%
|
|
1,736
|
|
|
1.3
|
%
|
|
|
7,010
|
|
|
1.0
|
%
|
|
887
|
|
|
1.1
|
%
|
||
Durable Consumer Goods
|
|
18,511
|
|
|
1.7
|
%
|
|
4,265
|
|
|
3.1
|
%
|
|
|
7,268
|
|
|
1.1
|
%
|
|
2,118
|
|
|
2.5
|
%
|
||
Non-Durable Consumer Goods
|
|
18,328
|
|
|
1.7
|
%
|
|
5,032
|
|
|
3.7
|
%
|
|
|
11,607
|
|
|
1.7
|
%
|
|
3,093
|
|
|
3.7
|
%
|
||
Aerospace and Defense
|
|
13,397
|
|
|
1.2
|
%
|
|
1,279
|
|
|
0.9
|
%
|
|
|
11,332
|
|
|
1.7
|
%
|
|
1,180
|
|
|
1.4
|
%
|
||
Media: Broadcasting and Subscription
|
|
12,857
|
|
|
1.2
|
%
|
|
784
|
|
|
0.6
|
%
|
|
|
809
|
|
|
0.1
|
%
|
|
93
|
|
|
0.1
|
%
|
||
Wholesale
|
|
12,846
|
|
|
1.2
|
%
|
|
2,005
|
|
|
1.4
|
%
|
|
|
3,958
|
|
|
0.6
|
%
|
|
706
|
|
|
0.9
|
%
|
||
Chemicals, Plastics, and Rubber
|
|
11,909
|
|
|
1.1
|
%
|
|
1,403
|
|
|
1.0
|
%
|
|
|
6,569
|
|
|
1.0
|
%
|
|
996
|
|
|
1.2
|
%
|
||
Other
(c)
|
|
29,454
|
|
|
2.6
|
%
|
|
5,352
|
|
|
3.9
|
%
|
|
|
24,310
|
|
|
3.6
|
%
|
|
3,550
|
|
|
4.3
|
%
|
||
Total
(d)
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
|
|
$
|
668,920
|
|
|
100.0
|
%
|
|
83,306
|
|
|
100.0
|
%
|
(a)
|
Represents properties unencumbered by non-recourse mortgage debt.
|
(b)
|
Includes automotive dealerships.
|
(c)
|
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.
|
(d)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 28
|
Diversification by Geography
|
|
|
Total Net-Lease Portfolio
|
|
|
Unencumbered Net-Lease Portfolio
(a)
|
||||||||||||||||||||||
Region
|
|
ABR
|
|
ABR %
|
|
Square Footage
(b)
|
|
Sq. ft. %
|
|
|
ABR
|
|
ABR %
|
|
Square Footage
(b)
|
|
Sq. ft. %
|
||||||||||
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Texas
|
|
$
|
94,822
|
|
|
8.5
|
%
|
|
10,948
|
|
|
8.0
|
%
|
|
|
$
|
49,557
|
|
|
7.4
|
%
|
|
6,949
|
|
|
8.3
|
%
|
Florida
|
|
45,660
|
|
|
4.1
|
%
|
|
4,060
|
|
|
3.0
|
%
|
|
|
35,564
|
|
|
5.3
|
%
|
|
3,156
|
|
|
3.8
|
%
|
||
Georgia
|
|
28,430
|
|
|
2.5
|
%
|
|
4,024
|
|
|
2.9
|
%
|
|
|
16,971
|
|
|
2.6
|
%
|
|
2,456
|
|
|
3.0
|
%
|
||
Tennessee
|
|
16,174
|
|
|
1.4
|
%
|
|
2,445
|
|
|
1.8
|
%
|
|
|
6,945
|
|
|
1.0
|
%
|
|
1,340
|
|
|
1.6
|
%
|
||
Alabama
|
|
13,989
|
|
|
1.3
|
%
|
|
2,259
|
|
|
1.7
|
%
|
|
|
12,270
|
|
|
1.8
|
%
|
|
2,073
|
|
|
2.5
|
%
|
||
Other
(c)
|
|
12,334
|
|
|
1.1
|
%
|
|
2,252
|
|
|
1.6
|
%
|
|
|
10,198
|
|
|
1.5
|
%
|
|
1,856
|
|
|
2.2
|
%
|
||
Total South
|
|
211,409
|
|
|
18.9
|
%
|
|
25,988
|
|
|
19.0
|
%
|
|
|
131,505
|
|
|
19.6
|
%
|
|
17,830
|
|
|
21.4
|
%
|
||
East
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New York
|
|
34,920
|
|
|
3.1
|
%
|
|
1,770
|
|
|
1.3
|
%
|
|
|
3,706
|
|
|
0.6
|
%
|
|
494
|
|
|
0.6
|
%
|
||
North Carolina
|
|
32,253
|
|
|
2.9
|
%
|
|
7,023
|
|
|
5.2
|
%
|
|
|
22,567
|
|
|
3.4
|
%
|
|
5,451
|
|
|
6.5
|
%
|
||
Massachusetts
|
|
20,970
|
|
|
1.9
|
%
|
|
1,397
|
|
|
1.0
|
%
|
|
|
17,317
|
|
|
2.6
|
%
|
|
1,190
|
|
|
1.4
|
%
|
||
Pennsylvania
|
|
20,701
|
|
|
1.9
|
%
|
|
3,054
|
|
|
2.2
|
%
|
|
|
13,673
|
|
|
2.0
|
%
|
|
2,162
|
|
|
2.6
|
%
|
||
New Jersey
|
|
19,174
|
|
|
1.7
|
%
|
|
1,100
|
|
|
0.8
|
%
|
|
|
8,700
|
|
|
1.3
|
%
|
|
604
|
|
|
0.7
|
%
|
||
South Carolina
|
|
15,125
|
|
|
1.4
|
%
|
|
4,158
|
|
|
3.1
|
%
|
|
|
6,245
|
|
|
0.9
|
%
|
|
1,914
|
|
|
2.3
|
%
|
||
Virginia
|
|
13,250
|
|
|
1.2
|
%
|
|
1,430
|
|
|
1.0
|
%
|
|
|
11,775
|
|
|
1.8
|
%
|
|
810
|
|
|
1.0
|
%
|
||
Other
(c)
|
|
33,326
|
|
|
3.0
|
%
|
|
6,594
|
|
|
4.8
|
%
|
|
|
12,190
|
|
|
1.8
|
%
|
|
1,900
|
|
|
2.3
|
%
|
||
Total East
|
|
189,719
|
|
|
17.1
|
%
|
|
26,526
|
|
|
19.4
|
%
|
|
|
96,173
|
|
|
14.4
|
%
|
|
14,525
|
|
|
17.4
|
%
|
||
Midwest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Illinois
|
|
50,078
|
|
|
4.5
|
%
|
|
5,931
|
|
|
4.3
|
%
|
|
|
29,769
|
|
|
4.5
|
%
|
|
3,614
|
|
|
4.3
|
%
|
||
Minnesota
|
|
25,584
|
|
|
2.3
|
%
|
|
2,451
|
|
|
1.8
|
%
|
|
|
20,449
|
|
|
3.1
|
%
|
|
1,782
|
|
|
2.1
|
%
|
||
Indiana
|
|
17,836
|
|
|
1.6
|
%
|
|
2,827
|
|
|
2.1
|
%
|
|
|
3,627
|
|
|
0.5
|
%
|
|
677
|
|
|
0.8
|
%
|
||
Ohio
|
|
14,179
|
|
|
1.3
|
%
|
|
3,102
|
|
|
2.3
|
%
|
|
|
7,611
|
|
|
1.1
|
%
|
|
1,969
|
|
|
2.4
|
%
|
||
Wisconsin
|
|
13,409
|
|
|
1.2
|
%
|
|
3,125
|
|
|
2.3
|
%
|
|
|
9,664
|
|
|
1.4
|
%
|
|
1,701
|
|
|
2.1
|
%
|
||
Michigan
|
|
13,119
|
|
|
1.2
|
%
|
|
2,073
|
|
|
1.5
|
%
|
|
|
11,787
|
|
|
1.8
|
%
|
|
1,855
|
|
|
2.2
|
%
|
||
Other
(c)
|
|
26,396
|
|
|
2.3
|
%
|
|
4,806
|
|
|
3.5
|
%
|
|
|
11,677
|
|
|
1.7
|
%
|
|
1,709
|
|
|
2.1
|
%
|
||
Total Midwest
|
|
160,601
|
|
|
14.4
|
%
|
|
24,315
|
|
|
17.8
|
%
|
|
|
94,584
|
|
|
14.1
|
%
|
|
13,307
|
|
|
16.0
|
%
|
||
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
California
|
|
60,021
|
|
|
5.4
|
%
|
|
5,162
|
|
|
3.8
|
%
|
|
|
23,159
|
|
|
3.5
|
%
|
|
2,154
|
|
|
2.6
|
%
|
||
Arizona
|
|
36,895
|
|
|
3.3
|
%
|
|
3,652
|
|
|
2.7
|
%
|
|
|
18,536
|
|
|
2.8
|
%
|
|
1,342
|
|
|
1.6
|
%
|
||
Colorado
|
|
11,190
|
|
|
1.0
|
%
|
|
1,008
|
|
|
0.7
|
%
|
|
|
6,586
|
|
|
1.0
|
%
|
|
526
|
|
|
0.6
|
%
|
||
Other
(c)
|
|
43,827
|
|
|
3.9
|
%
|
|
4,210
|
|
|
3.1
|
%
|
|
|
28,161
|
|
|
4.2
|
%
|
|
2,556
|
|
|
3.1
|
%
|
||
Total West
|
|
151,933
|
|
|
13.6
|
%
|
|
14,032
|
|
|
10.3
|
%
|
|
|
76,442
|
|
|
11.5
|
%
|
|
6,578
|
|
|
7.9
|
%
|
||
U.S. Total
|
|
713,662
|
|
|
64.0
|
%
|
|
90,861
|
|
|
66.5
|
%
|
|
|
398,704
|
|
|
59.6
|
%
|
|
52,240
|
|
|
62.7
|
%
|
||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Germany
|
|
65,246
|
|
|
5.9
|
%
|
|
6,970
|
|
|
5.1
|
%
|
|
|
57,724
|
|
|
8.6
|
%
|
|
6,449
|
|
|
7.7
|
%
|
||
Poland
|
|
51,418
|
|
|
4.6
|
%
|
|
7,093
|
|
|
5.2
|
%
|
|
|
24,356
|
|
|
3.7
|
%
|
|
3,406
|
|
|
4.1
|
%
|
||
The Netherlands
|
|
49,647
|
|
|
4.4
|
%
|
|
6,659
|
|
|
4.9
|
%
|
|
|
30,097
|
|
|
4.5
|
%
|
|
4,212
|
|
|
5.1
|
%
|
||
Spain
|
|
49,580
|
|
|
4.4
|
%
|
|
4,226
|
|
|
3.1
|
%
|
|
|
41,211
|
|
|
6.2
|
%
|
|
3,775
|
|
|
4.5
|
%
|
||
United Kingdom
|
|
38,383
|
|
|
3.5
|
%
|
|
2,924
|
|
|
2.2
|
%
|
|
|
34,224
|
|
|
5.1
|
%
|
|
2,664
|
|
|
3.2
|
%
|
||
Italy
|
|
25,841
|
|
|
2.3
|
%
|
|
2,386
|
|
|
1.7
|
%
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Croatia
|
|
16,525
|
|
|
1.5
|
%
|
|
1,860
|
|
|
1.4
|
%
|
|
|
15,650
|
|
|
2.3
|
%
|
|
1,747
|
|
|
2.1
|
%
|
||
France
|
|
15,963
|
|
|
1.4
|
%
|
|
1,429
|
|
|
1.0
|
%
|
|
|
8,042
|
|
|
1.2
|
%
|
|
1,188
|
|
|
1.4
|
%
|
||
Denmark
|
|
12,246
|
|
|
1.1
|
%
|
|
1,987
|
|
|
1.5
|
%
|
|
|
12,246
|
|
|
1.8
|
%
|
|
1,987
|
|
|
2.4
|
%
|
||
Finland
|
|
11,484
|
|
|
1.0
|
%
|
|
949
|
|
|
0.7
|
%
|
|
|
11,484
|
|
|
1.7
|
%
|
|
949
|
|
|
1.1
|
%
|
||
Canada
|
|
11,434
|
|
|
1.0
|
%
|
|
1,817
|
|
|
1.3
|
%
|
|
|
11,434
|
|
|
1.7
|
%
|
|
1,817
|
|
|
2.2
|
%
|
||
Other
(d)
|
|
54,392
|
|
|
4.9
|
%
|
|
7,418
|
|
|
5.4
|
%
|
|
|
23,748
|
|
|
3.6
|
%
|
|
2,872
|
|
|
3.5
|
%
|
||
International Total
|
|
402,159
|
|
|
36.0
|
%
|
|
45,718
|
|
|
33.5
|
%
|
|
|
270,216
|
|
|
40.4
|
%
|
|
31,066
|
|
|
37.3
|
%
|
||
Total
(e)
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
|
|
$
|
668,920
|
|
|
100.0
|
%
|
|
83,306
|
|
|
100.0
|
%
|
|
|
Investing for the long run
TM
| 29
|
(a)
|
Represents properties unencumbered by non-recourse mortgage debt.
|
(b)
|
Includes square footage for vacant properties.
|
(c)
|
Other properties within South include assets in Louisiana, Oklahoma, Arkansas and Mississippi. Other properties within East include assets in Kentucky, Maryland, Connecticut, West Virginia, New Hampshire and Maine. Other properties within Midwest include assets in Missouri, Kansas, Nebraska, Iowa, North Dakota and South Dakota. Other properties within West include assets in Utah, Nevada, Oregon, Washington, Hawaii, New Mexico, Wyoming, Montana and Alaska.
|
(d)
|
Includes assets in Lithuania, Norway, Hungary, Mexico, Austria, Portugal, Japan, the Czech Republic, Slovakia, Latvia, Sweden, Belgium and Estonia.
|
(e)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 30
|
Contractual Rent Increases
|
|
|
Total Net-Lease Portfolio
|
|
|
Unencumbered Net-Lease Portfolio
(a)
|
||||||||||||||||||||||
Rent Adjustment Measure
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
||||||||||
(Uncapped) CPI
|
|
$
|
440,377
|
|
|
39.5
|
%
|
|
51,287
|
|
|
37.6
|
%
|
|
|
$
|
273,563
|
|
|
40.9
|
%
|
|
31,263
|
|
|
37.5
|
%
|
Fixed
|
|
364,039
|
|
|
32.6
|
%
|
|
45,253
|
|
|
33.1
|
%
|
|
|
194,475
|
|
|
29.1
|
%
|
|
25,544
|
|
|
30.7
|
%
|
||
CPI-based
|
|
258,002
|
|
|
23.1
|
%
|
|
33,696
|
|
|
24.7
|
%
|
|
|
173,204
|
|
|
25.9
|
%
|
|
23,027
|
|
|
27.6
|
%
|
||
Other
(b)
|
|
44,610
|
|
|
4.0
|
%
|
|
3,324
|
|
|
2.4
|
%
|
|
|
23,802
|
|
|
3.5
|
%
|
|
2,241
|
|
|
2.7
|
%
|
||
None
|
|
8,793
|
|
|
0.8
|
%
|
|
556
|
|
|
0.4
|
%
|
|
|
3,876
|
|
|
0.6
|
%
|
|
163
|
|
|
0.2
|
%
|
||
Vacant
|
|
—
|
|
|
—
|
%
|
|
2,463
|
|
|
1.8
|
%
|
|
|
—
|
|
|
—
|
%
|
|
1,068
|
|
|
1.3
|
%
|
||
Total
(c)
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
|
|
$
|
668,920
|
|
|
100.0
|
%
|
|
83,306
|
|
|
100.0
|
%
|
(a)
|
Represents properties unencumbered by non-recourse mortgage debt.
|
(b)
|
Represents leases attributable to percentage rent.
|
(c)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 31
|
Same Store Analysis
|
|
|
ABR
|
|||||||||||||
Property Type
|
|
As of
Jun. 30, 2019 |
|
As of
Jun. 30, 2018 |
|
Increase
|
|
% Increase
|
|||||||
Industrial
|
|
$
|
178,337
|
|
|
$
|
175,123
|
|
|
$
|
3,214
|
|
|
1.8
|
%
|
Office
|
|
156,173
|
|
|
153,288
|
|
|
2,885
|
|
|
1.9
|
%
|
|||
Retail
(a)
|
|
98,384
|
|
|
96,634
|
|
|
1,750
|
|
|
1.8
|
%
|
|||
Warehouse
|
|
93,904
|
|
|
92,263
|
|
|
1,641
|
|
|
1.8
|
%
|
|||
Self Storage (net lease)
|
|
31,853
|
|
|
31,853
|
|
|
—
|
|
|
—
|
%
|
|||
Other
(b)
|
|
58,764
|
|
|
58,241
|
|
|
523
|
|
|
0.9
|
%
|
|||
Total
|
|
$
|
617,415
|
|
|
$
|
607,402
|
|
|
$
|
10,013
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Rent Adjustment Measure
|
|
|
|
|
|
|
|
|
|||||||
(Uncapped) CPI
|
|
$
|
250,119
|
|
|
$
|
246,067
|
|
|
$
|
4,052
|
|
|
1.6
|
%
|
Fixed
|
|
169,908
|
|
|
167,018
|
|
|
2,890
|
|
|
1.7
|
%
|
|||
CPI-based
|
|
167,120
|
|
|
164,049
|
|
|
3,071
|
|
|
1.9
|
%
|
|||
Other
(c)
|
|
24,079
|
|
|
24,079
|
|
|
—
|
|
|
—
|
%
|
|||
None
|
|
6,189
|
|
|
6,189
|
|
|
—
|
|
|
—
|
%
|
|||
Total
|
|
$
|
617,415
|
|
|
$
|
607,402
|
|
|
$
|
10,013
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Geography
|
|
|
|
|
|
|
|
|
|||||||
U.S.
|
|
$
|
404,846
|
|
|
$
|
399,299
|
|
|
$
|
5,547
|
|
|
1.4
|
%
|
Europe
|
|
197,665
|
|
|
193,632
|
|
|
4,033
|
|
|
2.1
|
%
|
|||
Other International
(d)
|
|
14,904
|
|
|
14,471
|
|
|
433
|
|
|
3.0
|
%
|
|||
Total
|
|
$
|
617,415
|
|
|
$
|
607,402
|
|
|
$
|
10,013
|
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Same Store Portfolio Summary
|
|
|
|
|
|
|
|
|
|||||||
Number of properties
|
|
797
|
|
|
|
|
|
|
|
||||||
Square footage (in thousands)
|
|
74,683
|
|
|
|
|
|
|
|
(a)
|
Includes automotive dealerships.
|
(b)
|
Includes ABR from tenants with the following property types: education facility, hotel (net lease), theater, fitness facility and student housing (net lease).
|
(c)
|
Represents leases attributable to percentage rent.
|
(d)
|
Includes assets in Canada, Mexico and Japan.
|
|
|
Investing for the long run
TM
| 32
|
Leasing Activity
|
Lease Renewals and Extensions
|
|
|
|
|
|
|
|
Expected Tenant Improvements ($000s)
|
|
Leasing Commissions ($000s)
|
|
|
|||||||||||||||
|
|
|
|
|
|
ABR
|
|
|
|
|
|||||||||||||||||
Property Type
|
|
Square Feet
|
|
Number of Leases
|
|
Prior Lease ($000s)
|
|
New Lease ($000s)
(a)
|
|
Releasing Spread
|
|
|
|
Incremental Lease Term
|
|||||||||||||
Office
|
|
247,164
|
|
|
4
|
|
|
$
|
8,000
|
|
|
$
|
5,888
|
|
|
(26.4
|
)%
|
|
$
|
1,366
|
|
|
$
|
109
|
|
|
7.0 years
|
Industrial
|
|
224,233
|
|
|
1
|
|
|
1,149
|
|
|
1,149
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
0.5 years
|
||||
Warehouse
|
|
3,839,270
|
|
|
5
|
|
|
18,811
|
|
|
17,542
|
|
|
(6.7
|
)%
|
|
13,000
|
|
|
—
|
|
|
9.8 years
|
||||
Retail
|
|
806,594
|
|
|
18
|
|
|
5,253
|
|
|
8,858
|
|
|
68.6
|
%
|
|
—
|
|
|
—
|
|
|
2.0 years
|
||||
Self Storage (net lease)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
N/A
|
||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
N/A
|
||||
Total / Weighted Average
(b)
|
|
5,117,261
|
|
|
28
|
|
|
$
|
33,213
|
|
|
$
|
33,437
|
|
|
0.7
|
%
|
|
$
|
14,366
|
|
|
$
|
109
|
|
|
8.1 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Q2 Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Prior Lease ABR (% of Total Portfolio)
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
New Leases
|
|
|
|
|
|
|
|
Expected Tenant Improvements ($000s)
|
|
Leasing Commissions ($000s)
|
|
|
||||||||
|
|
|
|
|
|
ABR
|
|
|
|
|
||||||||||
Property Type
|
|
Square Feet
|
|
Number of Leases
|
|
New Lease ($000s)
(a)
|
|
|
|
New Lease Term
|
||||||||||
Office
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
Industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|||
Warehouse
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|||
Retail
|
|
70,752
|
|
|
9
|
|
|
763
|
|
|
1,412
|
|
|
—
|
|
|
5.3 years
|
|||
Self Storage (net lease)
(c)
|
|
1,478,908
|
|
|
22
|
|
|
13,619
|
|
|
—
|
|
|
—
|
|
|
25.0 years
|
|||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|||
Total / Weighted Average
(d)
|
|
1,549,660
|
|
|
31
|
|
|
$
|
14,382
|
|
|
$
|
1,412
|
|
|
$
|
—
|
|
|
24.0 years
|
(a)
|
New Lease amounts are based on in-place rents at time of lease commencement and exclude any free rent periods.
|
(b)
|
Weighted average refers to the incremental lease term.
|
(c)
|
During the second quarter of 2019, we entered into net lease agreements for 36 self-storage operating properties, the vast majority of which we acquired in the CPA:17 Merger. Pursuant to these agreements, 22 self-storage operating properties were converted to net leases on June 1, 2019 (as reflected in the table above), at which time we began recognizing lease revenues on the properties and ceased recognizing operating property revenues and expenses.
|
(d)
|
Weighted average refers to the new lease term.
|
|
|
Investing for the long run
TM
| 33
|
Lease Expirations – Total Net-Lease Portfolio
|
Year of Lease Expiration
(a)
|
|
Number of Leases Expiring
|
|
Number of Tenants with Leases Expiring
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
|||||||
Remaining 2019
|
|
13
|
|
|
11
|
|
|
$
|
7,014
|
|
|
0.6
|
%
|
|
755
|
|
|
0.6
|
%
|
2020
|
|
26
|
|
|
24
|
|
|
21,733
|
|
|
1.9
|
%
|
|
2,189
|
|
|
1.6
|
%
|
|
2021
|
|
79
|
|
|
23
|
|
|
36,659
|
|
|
3.3
|
%
|
|
4,776
|
|
|
3.5
|
%
|
|
2022
|
|
43
|
|
|
34
|
|
|
63,126
|
|
|
5.7
|
%
|
|
6,879
|
|
|
5.0
|
%
|
|
2023
|
|
30
|
|
|
28
|
|
|
49,876
|
|
|
4.5
|
%
|
|
6,351
|
|
|
4.6
|
%
|
|
2024
(b)
|
|
59
|
|
|
37
|
|
|
135,270
|
|
|
12.1
|
%
|
|
14,593
|
|
|
10.7
|
%
|
|
2025
|
|
58
|
|
|
26
|
|
|
55,816
|
|
|
5.0
|
%
|
|
7,129
|
|
|
5.2
|
%
|
|
2026
|
|
31
|
|
|
19
|
|
|
53,807
|
|
|
4.8
|
%
|
|
7,309
|
|
|
5.4
|
%
|
|
2027
|
|
46
|
|
|
28
|
|
|
72,333
|
|
|
6.5
|
%
|
|
8,494
|
|
|
6.2
|
%
|
|
2028
|
|
44
|
|
|
26
|
|
|
66,573
|
|
|
6.0
|
%
|
|
6,795
|
|
|
5.0
|
%
|
|
2029
|
|
29
|
|
|
17
|
|
|
34,165
|
|
|
3.1
|
%
|
|
4,419
|
|
|
3.2
|
%
|
|
2030
|
|
28
|
|
|
22
|
|
|
73,525
|
|
|
6.6
|
%
|
|
6,776
|
|
|
5.0
|
%
|
|
2031
|
|
62
|
|
|
12
|
|
|
59,180
|
|
|
5.3
|
%
|
|
6,229
|
|
|
4.6
|
%
|
|
2032
|
|
37
|
|
|
16
|
|
|
48,308
|
|
|
4.3
|
%
|
|
7,408
|
|
|
5.4
|
%
|
|
Thereafter (>2032)
|
|
160
|
|
|
73
|
|
|
338,436
|
|
|
30.3
|
%
|
|
44,014
|
|
|
32.2
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2,463
|
|
|
1.8
|
%
|
|
Total
(c)
|
|
745
|
|
|
|
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
(a)
|
Assumes tenants do not exercise any renewal options or purchase options.
|
(b)
|
Includes ABR of
$28.0 million
from a tenant (The New York Times Company) that as of
June 30, 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.
|
(c)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
|
|
Investing for the long run
TM
| 34
|
Lease Expirations – Unencumbered Net-Lease Portfolio
|
Year of Lease Expiration
(a)
|
|
Number of Leases Expiring
|
|
Number of Tenants with Leases Expiring
|
|
ABR
|
|
ABR %
|
|
Square Footage
|
|
Sq. ft. %
|
|||||||
Remaining 2019
|
|
5
|
|
|
5
|
|
|
$
|
5,374
|
|
|
0.8
|
%
|
|
695
|
|
|
0.8
|
%
|
2020
|
|
15
|
|
|
15
|
|
|
12,264
|
|
|
1.8
|
%
|
|
1,391
|
|
|
1.7
|
%
|
|
2021
|
|
65
|
|
|
12
|
|
|
20,389
|
|
|
3.1
|
%
|
|
3,097
|
|
|
3.7
|
%
|
|
2022
|
|
28
|
|
|
21
|
|
|
28,994
|
|
|
4.3
|
%
|
|
3,862
|
|
|
4.6
|
%
|
|
2023
|
|
17
|
|
|
16
|
|
|
14,670
|
|
|
2.2
|
%
|
|
2,650
|
|
|
3.2
|
%
|
|
2024
|
|
44
|
|
|
25
|
|
|
76,489
|
|
|
11.4
|
%
|
|
9,659
|
|
|
11.6
|
%
|
|
2025
|
|
38
|
|
|
15
|
|
|
22,008
|
|
|
3.3
|
%
|
|
2,063
|
|
|
2.5
|
%
|
|
2026
|
|
11
|
|
|
11
|
|
|
13,974
|
|
|
2.1
|
%
|
|
2,531
|
|
|
3.0
|
%
|
|
2027
|
|
31
|
|
|
19
|
|
|
46,009
|
|
|
6.9
|
%
|
|
5,281
|
|
|
6.3
|
%
|
|
2028
|
|
28
|
|
|
16
|
|
|
42,384
|
|
|
6.3
|
%
|
|
4,973
|
|
|
6.0
|
%
|
|
2029
|
|
25
|
|
|
14
|
|
|
30,346
|
|
|
4.5
|
%
|
|
4,136
|
|
|
5.0
|
%
|
|
2030
|
|
17
|
|
|
15
|
|
|
29,759
|
|
|
4.5
|
%
|
|
3,444
|
|
|
4.1
|
%
|
|
2031
|
|
58
|
|
|
8
|
|
|
41,961
|
|
|
6.3
|
%
|
|
4,320
|
|
|
5.2
|
%
|
|
2032
|
|
12
|
|
|
10
|
|
|
17,490
|
|
|
2.6
|
%
|
|
2,134
|
|
|
2.6
|
%
|
|
Thereafter (>2032)
|
|
133
|
|
|
55
|
|
|
266,809
|
|
|
39.9
|
%
|
|
32,002
|
|
|
38.4
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1,068
|
|
|
1.3
|
%
|
|
Total
(b) (c)
|
|
527
|
|
|
|
|
|
$
|
668,920
|
|
|
100.0
|
%
|
|
83,306
|
|
|
100.0
|
%
|
(a)
|
Assumes tenants do not exercise any renewal options or purchase options.
|
(b)
|
See the
Terms and Definitions
section in the Appendix for a description of pro rata.
|
(c)
|
Represents properties unencumbered by non-recourse mortgage debt.
|
|
|
Investing for the long run
TM
| 35
|
|
|
Investing for the long run
TM
| 36
|
Selected Information – Managed Programs
|
|
Managed Programs
|
||||||||||||||
|
CPA:18 – Global
|
|
CWI 1
|
|
CWI 2
|
|
CESH
|
||||||||
General
|
|
|
|
|
|
|
|
||||||||
Year established
|
2013
|
|
|
2010
|
|
|
2015
|
|
|
2016
|
|
||||
AUM
(a)
|
$
|
2,419,743
|
|
|
$
|
2,890,385
|
|
|
$
|
2,013,419
|
|
|
$
|
283,971
|
|
Net-lease AUM
|
1,366,764
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
NAV
(b)
|
8.73
|
|
|
10.39
|
|
|
11.41
|
|
|
1,000.00
|
|
||||
Fundraising status
|
Closed
|
|
|
Closed
|
|
|
Closed
|
|
|
Closed
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Portfolio
|
|
|
|
|
|
|
|
||||||||
Investment type
|
Net lease /
Diversified REIT
|
|
|
Lodging REIT
|
|
|
Lodging REIT
|
|
|
Student Housing
|
|
||||
Number of operating properties
|
84
|
|
|
27
|
|
|
12
|
|
|
9
|
|
||||
Number of net-leased properties
|
54
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Number of tenants – net-leased properties
|
87
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Square footage
(c) (d)
|
9,995
|
|
|
6,247
|
|
|
3,468
|
|
|
309
|
|
||||
Occupancy
(e)
|
97.9
|
%
|
|
77.7
|
%
|
|
79.8
|
%
|
|
58.6
|
%
|
||||
Acquisitions – second quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dispositions – second quarter
|
3,085
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance Sheet (Book Value)
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
2,261,839
|
|
|
$
|
2,286,787
|
|
|
$
|
1,593,729
|
|
|
$
|
297,816
|
|
Total debt
|
1,213,274
|
|
|
1,366,294
|
|
|
832,690
|
|
|
95,140
|
|
||||
Total debt / total assets
|
53.6
|
%
|
|
59.7
|
%
|
|
52.2
|
%
|
|
31.9
|
%
|
(a)
|
Represents estimated fair value of real estate assets plus cash and cash equivalents, less distributions payable for the Managed REITs and estimated fair value of real estate assets plus cash for CESH.
|
(b)
|
The estimated NAVs for CWI 1 and CWI 2 were determined as of
December 31, 2018
. The estimated NAV for CPA:18 – Global was determined as of
March 31, 2019
. We own limited partnership units of CESH at its private placement price of $1,000 per unit; we do not intend to calculate a NAV for CESH.
|
(c)
|
For CPA:18 – Global, excludes operating properties.
|
(d)
|
For CESH, three properties have been placed into service as of
June 30, 2019
. The remaining investments are build-to-suit projects and gross square footage cannot be determined at this time.
|
(e)
|
Represents occupancy for single-tenant net-leased properties for CPA:18 – Global. Represents occupancy for hotels owned by CWI 1 and CWI 2 for the
three months ended June 30, 2019
. CPA:18 – Global’s multi-tenant net-leased properties had an occupancy rate of
95.2%
and square footage of
0.4 million
as of
June 30, 2019
.
|
|
|
Investing for the long run
TM
| 37
|
Managed Programs Fee Summary
|
|
Managed Programs
|
|
|
||||||||||||||||
|
CPA:18 – Global
|
|
CWI 1
|
|
CWI 2
|
|
CESH
(a)
|
|
Total
|
||||||||||
Year established
|
2013
|
|
2010
|
|
2015
|
|
2016
|
|
|
||||||||||
Fundraising status
|
Closed
|
|
Closed
|
|
Closed
|
|
Closed
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
1.
Structuring and Other Advisory Fees
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Structuring fee, gross (% of total aggregate cost)
|
4.50%
(c)
|
|
2.50%
|
|
2.50%
|
|
2.00%
|
|
|
||||||||||
Net of subadvisor fees
(d)
|
4.50%
|
|
2.00%
|
|
1.875%
|
|
2.00%
|
|
|
||||||||||
Gross acquisition volume – second quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross disposition volume – second quarter
|
$
|
3,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,085
|
|
Structuring and other advisory revenue – second quarter
(e)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2. Asset Management Fees
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset management fee, gross (% of average AUM, per annum)
|
0.50%
(f)
|
|
0.50%
(f)
|
|
0.55%
(f)
|
|
1.00%
(g)
|
|
|
||||||||||
Net of subadvisor fees
(d)
|
0.50%
|
|
0.40%
|
|
0.41%
|
|
1.00%
|
|
|
||||||||||
AUM – current quarter
|
$
|
2,419,743
|
|
|
$
|
2,890,385
|
|
|
$
|
2,013,419
|
|
|
$
|
283,971
|
|
|
$
|
7,607,518
|
|
AUM – prior quarter
|
$
|
2,404,727
|
|
|
$
|
2,891,230
|
|
|
$
|
2,017,456
|
|
|
$
|
262,621
|
|
|
$
|
7,576,034
|
|
Average AUM
|
$
|
2,412,235
|
|
|
$
|
2,890,808
|
|
|
$
|
2,015,438
|
|
|
$
|
273,296
|
|
|
$
|
7,591,776
|
|
Asset management revenue – second quarter
(h)
|
$
|
2,859
|
|
|
$
|
3,563
|
|
|
$
|
2,683
|
|
|
$
|
685
|
|
|
$
|
9,790
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
3. Operating Partnership Interests
(i)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating partnership interests, gross (% of Available Cash)
|
10.00%
|
|
10.00%
|
|
10.00%
|
|
N/A
|
|
|
||||||||||
Net of subadvisor fees
(d)
|
10.00%
|
|
8.00%
|
|
7.50%
|
|
N/A
|
|
|
||||||||||
Equity in earnings of equity method investments in the Managed Programs and real estate (profits interest) – second quarter
(j)
|
$
|
2,105
|
|
|
$
|
375
|
|
|
$
|
893
|
|
|
N/A
|
|
$
|
3,373
|
|
(a)
|
In addition to the fees shown, we may also receive distributions from CESH upon liquidation of the fund in an amount potentially equal to 20% of available cash after the limited partners have received certain cumulative distributions.
|
(b)
|
Other advisory fees primarily include disposition fees earned for completing dispositions on behalf of the Managed Programs. Structuring and other advisory fees are recorded in Structuring and other advisory revenue in our consolidated financial statements.
|
(c)
|
Comprised of an initial acquisition fee (generally 2.50% of the total aggregate cost of net-leased properties) paid when the transaction is completed and a subordinated acquisition fee (generally 2.00% of the total aggregate cost of net-leased properties) paid in annual installments over three years, provided certain performance criterion are met. The acquisition fee for other properties is generally 1.75% of the total aggregate cost.
|
(d)
|
We earn investment management revenue from CWI 1 and CWI 2 in our role as their advisor. Pursuant to the terms of their subadvisory agreements, however, 20% of the fees we receive from CWI 1 and 25% of the fees we receive from CWI 2 are paid to their respective subadvisors. In connection with the acquisitions of multi-family properties on behalf of CPA:18 – Global, we entered into agreements with third-party advisors for the day-to-day management of the properties for which we paid 100% of asset management fees paid to us by CPA:18 – Global. CPA:18 – Global has sold its multi-family portfolio (it sold the remaining multi-family property in January 2019 and we terminated the related subadvisory agreements).
|
(e)
|
Amount for CESH is related to increases in build-to-suit funding commitments for certain investments.
|
(f)
|
Based on average market value of assets. Under the terms of the respective advisory agreements of the Managed REITs, we may elect to receive cash or shares of CWI 1 and CWI 2’s stock for asset management fees due, while CPA:18 – Global has an option to pay asset management fees in cash or shares upon our recommendation. Asset management fees are recorded in Asset management revenue in our consolidated financial statements.
|
(g)
|
Based on gross assets at fair value.
|
(h)
|
Amounts for CWI 1 and CWI 2 are gross of fees paid to their respective subadvisors.
|
(i)
|
Available Cash means cash generated by operating partnership operations and investments, excluding cash from sales and refinancings, after the payment of debt service and other operating expenses, but before distributions to partners. Amounts are recorded in Equity in earnings of equity method investments in the Managed Programs and real estate in our consolidated financial statements.
|
(j)
|
Amounts for CWI 1 and CWI 2 are net of fees paid to their respective subadvisors.
|
|
|
Investing for the long run
TM
| 38
|
Investment Activity – Managed Programs
|
Dispositions
|
|
|
|
|
|
|
|
|
|
Gross Square Footage
|
|
|
||||||
Portfolio(s)
|
|
Tenant / Operator
|
|
Property Location(s)
|
|
Gross Sale Price
|
|
Closing Date
|
|
Property
Type(s) |
|
|
Ownership
|
|||||
1Q19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CPA:18 – Global
|
|
Cayo Grande
|
|
Fort Walton Beach, FL
|
|
$
|
39,750
|
|
|
Jan-19
|
|
Multi-family
|
|
237,582
|
|
|
97.0
|
%
|
CPA:18 – Global
(a)
|
|
Craigentinny
|
|
Edinburgh, United Kingdom
|
|
4,408
|
|
|
Mar-19
|
|
Industrial
|
|
24,788
|
|
|
100.0
|
%
|
|
1Q19 Total
|
|
|
|
|
|
44,158
|
|
|
|
|
|
|
262,370
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2Q19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
CPA:18 – Global
(a)
|
|
Inverbreakie
|
|
Invergordon, United Kingdom
|
|
797
|
|
|
Apr-19
|
|
Industrial
|
|
10,045
|
|
|
100.0
|
%
|
|
CPA:18 – Global
(a)
|
|
UK Automotive
|
|
Durham, United Kingdom
|
|
2,288
|
|
|
Jun-19
|
|
Industrial
|
|
10,809
|
|
|
100.0
|
%
|
|
2Q19 Total
|
|
|
|
|
|
3,085
|
|
|
|
|
|
|
20,854
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year-to-Date Total Dispositions
|
|
|
|
$
|
47,243
|
|
|
|
|
|
|
283,224
|
|
|
|
(a)
|
Amount reflects the applicable exchange rate on the date of the transaction.
|
(b)
|
Acquisition includes a build-to-suit transaction. Gross investment amount represents total commitment for build-to-suit funding.
|
|
|
Investing for the long run
TM
| 39
|
Summary of Future Liquidity Strategies for the Managed Programs
|
General Liquidation Guideline
(a)
|
||||||
CPA:18 – Global
|
|
CWI 1
(b)
|
|
CWI 2
(b)
|
|
CESH
|
Beginning after the seventh anniversary of the closing of the initial public offering in 2015
|
|
Beginning six years following the termination of the initial public offering in 2013
|
|
Beginning six years following the termination of the initial public offering in 2017
|
|
Beginning five years after raising the minimum offering amount in 2016
|
(a)
|
Based on general liquidation guidelines set forth in the respective prospectuses for the timeframes that each board of directors is required to consider liquidity; ultimately, liquidation is approved by the independent directors of each program (except for CESH, which is determined by its General Partner).
|
(b)
|
The boards of directors of the CWI REITs have formed special committees and begun the process of evaluating strategic alternatives, including a combination with each other. There can be no assurance as to the form or timing of any transaction or that any transaction will be pursued at all.
|
|
|
Investing for the long run
TM
| 40
|
Summary of Back-End Fees for / Interests in the Managed Programs
|
|
Back-End Fees and Interests
|
||||||
|
CPA:18 – Global
|
|
CWI 1
|
|
CWI 2
|
|
CESH
|
Disposition Fees
|
Investments other than those described below — equal to the lesser of (i) 50% of the brokerage commission paid or (ii) 3% of the contract sales price of a property.
Readily marketable real estate securities — none. |
|
Equal to the lesser of: (i) 50% of the competitive real estate commission and (ii) 1.5% of the contract sales price of a property.
|
|
Equal to the lesser of: (i) 50% of the competitive real estate commission and (ii) 1.5% of the contract sales price of a property.
|
|
N/A
|
Interest in Disposition Proceeds
|
Special general partner interest entitled to receive distributions of up to 15% of the net proceeds from the sale, exchange or other disposition of operating partnership assets remaining after the corporation has received a return of 100% of its initial investment in the operating partnership, through certain liquidity events or distributions, plus the 6% preferred return rate.
|
|
Special general partner interest receives up to 15% of the net proceeds from the sale, exchange or other disposition of operating partnership assets remaining after the corporation has received a return of 100% of its initial investment in the operating partnership (through certain liquidity transactions or distributions) plus the six percent preferred return rate. A listing will not trigger the payment of this distribution.
|
|
Special general partner interest receives up to 15% of the net proceeds from the sale, exchange or other disposition of operating partnership assets remaining after the corporation has received a return of 100% of its initial investment in the operating partnership (through certain liquidity transactions or distributions) plus the six percent preferred return rate. A listing will not trigger the payment of this distribution.
|
|
Available Cash (as defined in In “Principal Terms”), subject to any other limitations provided for herein, will be initially apportioned among the Limited Partners in proportion to their respective capital contributions and the General Partner as provided in connection with its Carried Interest and distributed.
(a)
|
Purchase of Special GP Interest
|
Lesser of (i) 5.0x the distributions of the last completed fiscal year and (ii) the discounted value of expected future distributions from point of valuation to March 2025 using a discount rate used by the independent third-party valuation firm to determine the most recent appraisal.
|
|
Fair market value as determined by appraisal.
|
|
Fair market value as determined by appraisal.
|
|
N/A
|
Distribution Related to Ownership of Shares
|
3.7% ownership as of 6/30/2019
|
|
3.5% ownership as of 6/30/2019
|
|
3.3% ownership as of 6/30/2019
|
|
2.4% ownership as of 6/30/2019
|
(a)
|
Order of distributions are as follows: (1) First, to a Limited Partner until it has received an amount equal to its total capital contributions or deemed capital contribution with respect to the Advisor Units in the case of the Advisor (or a wholly owned subsidiary of the Advisor); (2) Second, to a Limited Partner until such Limited Partner has received a cumulative, non-compounding, annual 10% return on its unreturned capital contributions (the “Preferred Return”); (3) Third, to the General Partner until the General Partner has received 20% of the aggregate amounts distributed pursuant to clause (2) and this clause (3); (4) Thereafter, 80% to such Limited Partner and 20% to the General Partner (together with the amounts received under clause (3), the General Partner’s “Carried Interest”). The Advisor’s capital contribution for purposes of the Partnership Agreement will be deemed to be the value of the Advisor Units upon their issuance.
|
|
|
Investing for the long run
TM
| 41
|
|
|
Investing for the long run
TM
| 42
|
Normalized Pro Rata Cash NOI
|
|
Three Months Ended
Jun. 30, 2019 |
||
Consolidated Lease Revenues
|
|
||
Total lease revenues – as reported
|
$
|
269,802
|
|
Less: Consolidated Reimbursable and Non-Reimbursable Property Expenses
|
|
||
Reimbursable property expenses – as reported
|
13,917
|
|
|
Non-reimbursable property expenses – as reported
|
9,915
|
|
|
|
245,970
|
|
|
|
|
||
Plus: NOI from Operating Properties
|
|
||
Hotel revenues
(a)
|
4,083
|
|
|
Hotel expenses
(a)
|
(3,067
|
)
|
|
|
1,016
|
|
|
|
|
||
Self-storage revenues
|
7,658
|
|
|
Self-storage expenses
|
(3,366
|
)
|
|
|
4,292
|
|
|
|
|
||
|
251,278
|
|
|
|
|
||
Adjustments for Pro Rata Ownership of Real Estate Joint Ventures:
|
|
||
Add: Pro rata share of NOI from equity investments
|
5,571
|
|
|
Less: Pro rata share of NOI attributable to noncontrolling interests
|
(22
|
)
|
|
|
5,549
|
|
|
|
|
||
|
256,827
|
|
|
|
|
||
Adjustments for Pro Rata Non-Cash Items:
|
|
||
Add: Above- and below-market rent intangible lease amortization
|
16,448
|
|
|
Less: Straight-line rent amortization
|
(8,019
|
)
|
|
Add: Other non-cash items
|
365
|
|
|
|
8,794
|
|
|
|
|
||
Pro Rata Cash NOI
(b)
|
265,621
|
|
|
|
|
||
Adjustment to normalize for intra-period acquisitions, completed capital investment projects and dispositions
(c)
|
2,163
|
|
|
|
|
||
Normalized Pro Rata Cash NOI
(b)
|
$
|
267,784
|
|
|
|
Investing for the long run
TM
| 43
|
|
Three Months Ended
Jun. 30, 2019 |
||
Net Income from Real Estate Attributable to W. P. Carey
|
|
||
Net income from Real Estate attributable to W. P. Carey – as reported
|
$
|
60,768
|
|
Adjustments for Consolidated Operating Expenses
|
|
||
Add: Operating expenses – as reported
|
166,551
|
|
|
Less: Operating property expenses – as reported
|
(10,874
|
)
|
|
Less: Property expenses, excluding reimbursable tenant costs – as reported
|
(9,915
|
)
|
|
|
145,762
|
|
|
|
|
||
Adjustments for Other Consolidated Revenues and Expenses:
|
|
||
Less: Lease termination income and other – as reported
|
(6,304
|
)
|
|
Less: Reimbursable property expenses – as reported
|
(13,917
|
)
|
|
Less: Other income and (expenses)
|
61,213
|
|
|
Add: Provision for income taxes
|
3,019
|
|
|
|
44,011
|
|
|
|
|
||
Other Adjustments:
|
|
||
Add: Above- and below-market rent intangible lease amortization
|
16,450
|
|
|
Less: Straight-line rent amortization
|
(7,983
|
)
|
|
Add: Adjustments for pro rata ownership
|
5,546
|
|
|
Adjustment to normalize for intra-period acquisitions, completed capital investment projects and dispositions
(c)
|
2,163
|
|
|
Adjustment to normalize for unstabilized hotel
(a)
|
746
|
|
|
Add: Property expenses, excluding reimbursable tenant costs, non-cash
|
321
|
|
|
|
17,243
|
|
|
|
|
||
Normalized Pro Rata Cash NOI
(b)
|
$
|
267,784
|
|
(a)
|
We exclude an unstabilized hotel’s NOI since it is currently being renovated. This hotel was classified as held for sale as of
June 30, 2019
.
|
(b)
|
Pro rata cash NOI and normalized pro rata cash NOI are non-GAAP measures. See the
Terms and Definitions
section that follows for a description of our non-GAAP measures and for details on how pro rata cash NOI and normalized pro rata cash NOI are calculated.
|
(c)
|
For properties acquired and capital investment projects completed during the three months ended
June 30, 2019
, the adjustment modifies our pro rata share of cash NOI for the partial period with an amount estimated to be equivalent to the additional pro rata share of cash NOI necessary to reflect ownership for the full quarter. For properties disposed of during the three months ended
June 30, 2019
, the adjustment eliminates our pro rata share of cash NOI for the period.
|
|
|
Investing for the long run
TM
| 44
|
Adjusted EBITDA, Consolidated – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income
|
$
|
66,121
|
|
|
$
|
68,796
|
|
|
$
|
195,278
|
|
|
$
|
81,573
|
|
|
$
|
79,424
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Consolidated EBITDA
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
113,632
|
|
|
112,379
|
|
|
93,321
|
|
|
67,825
|
|
|
64,337
|
|
|||||
Interest expense
|
59,719
|
|
|
61,313
|
|
|
57,250
|
|
|
41,740
|
|
|
41,311
|
|
|||||
Provision for (benefit from) income taxes
|
3,119
|
|
|
(2,129
|
)
|
|
11,436
|
|
|
2,715
|
|
|
6,262
|
|
|||||
Consolidated EBITDA
(a)
|
242,591
|
|
|
240,359
|
|
|
357,285
|
|
|
193,853
|
|
|
191,334
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Adjusted EBITDA
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Above- and below-market rent intangible and straight-line rent adjustments
(c)
|
8,467
|
|
|
9,660
|
|
|
8,888
|
|
|
9,780
|
|
|
9,653
|
|
|||||
Other (gains) and losses
(d)
|
5,724
|
|
|
4,930
|
|
|
(9,001
|
)
|
|
(5,148
|
)
|
|
(6,845
|
)
|
|||||
Stock-based compensation expense
|
4,936
|
|
|
4,165
|
|
|
3,902
|
|
|
2,475
|
|
|
3,698
|
|
|||||
Merger and other expenses
(e)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
Other amortization and non-cash charges
|
415
|
|
|
(327
|
)
|
|
(408
|
)
|
|
(305
|
)
|
|
77
|
|
|||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(99,618
|
)
|
|
(343
|
)
|
|
(11,912
|
)
|
|||||
Gain on change in control of interests
(f)
|
—
|
|
|
—
|
|
|
(47,814
|
)
|
|
—
|
|
|
—
|
|
|||||
|
20,600
|
|
|
17,641
|
|
|
(106,953
|
)
|
|
8,132
|
|
|
(2,637
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments for Pro Rata Ownership
|
|
|
|
|
|
|
|
|
|
||||||||||
Real Estate Joint Ventures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Pro rata share of adjustments for equity investments
|
5,744
|
|
|
6,106
|
|
|
4,143
|
|
|
366
|
|
|
1,436
|
|
|||||
Less: Pro rata share of adjustments for amounts attributable to noncontrolling interests
|
(117
|
)
|
|
(399
|
)
|
|
(2,662
|
)
|
|
(7,046
|
)
|
|
(6,569
|
)
|
|||||
|
5,627
|
|
|
5,707
|
|
|
1,481
|
|
|
(6,680
|
)
|
|
(5,133
|
)
|
|||||
Equity Investments in the Managed Programs:
(g)
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Distributions received from equity investments in the Managed Programs
|
1,870
|
|
|
1,753
|
|
|
4,238
|
|
|
4,099
|
|
|
3,837
|
|
|||||
Less: Loss (income) from equity investments in the
Managed Programs
|
45
|
|
|
116
|
|
|
682
|
|
|
(529
|
)
|
|
(253
|
)
|
|||||
|
1,915
|
|
|
1,869
|
|
|
4,920
|
|
|
3,570
|
|
|
3,584
|
|
|||||
Add: Intra-period normalization of CPA:17 Merger (closed October 31, 2018)
(h)
|
—
|
|
|
—
|
|
|
21,528
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
(a)
|
$
|
270,733
|
|
|
$
|
265,576
|
|
|
$
|
278,261
|
|
|
$
|
198,875
|
|
|
$
|
187,148
|
|
(a)
|
EBITDA and adjusted EBITDA are non-GAAP measures. See the
Terms and Definitions
section that follows for a description of our non-GAAP measures.
|
(b)
|
Comprised of items that we do not consider to be part of our core operating business plan or representative of our overall long-term operating performance, based on a number of factors, including the nature of the item and/or the frequency with which it occurs. We believe that these adjustments provide a more representative view of EBITDA from our core operating business and allow for more meaningful comparisons.
|
(c)
|
Straight-line rent adjustments relate to our net-leased properties subject to operating leases.
|
(d)
|
Primarily comprised of unrealized gains and losses on derivatives, and gains and losses from foreign currency movements, extinguishment of debt and marketable securities.
|
(e)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
(f)
|
Amount for the three months ended December 31, 2018 includes a gain of $18.8 million recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method. Amount for the three months ended December 31, 2018 also includes a gain of $29.0 million recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
(g)
|
Adjustments to include cash distributions received from the Managed Programs in place of our pro rata share of net income from our ownership in the Managed Programs.
|
(h)
|
The adjustment modifies Adjusted EBITDA for the pro rata share of cash NOI for the partial period with an amount estimated to be equivalent to the additional pro rata share of cash NOI necessary to reflect ownership for the full quarter. The adjustment is reduced for advisory fees received from CPA:17 – Global during the three months ended December 31, 2018.
|
|
|
Investing for the long run
TM
| 45
|
Adjusted EBITDA, Real Estate – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income from Real Estate
|
$
|
60,759
|
|
|
$
|
53,334
|
|
|
$
|
153,626
|
|
|
$
|
55,234
|
|
|
$
|
63,059
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Consolidated EBITDA
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
112,666
|
|
|
111,413
|
|
|
92,330
|
|
|
66,837
|
|
|
63,374
|
|
|||||
Interest expense
|
59,719
|
|
|
61,313
|
|
|
57,250
|
|
|
41,740
|
|
|
41,311
|
|
|||||
Provision for (benefit from) income taxes
|
3,019
|
|
|
6,159
|
|
|
948
|
|
|
424
|
|
|
1,317
|
|
|||||
Consolidated EBITDA – Real Estate
(a)
|
236,163
|
|
|
232,219
|
|
|
304,154
|
|
|
164,235
|
|
|
169,061
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Adjusted EBITDA
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Above- and below-market rent intangible and straight-line rent adjustments
(c)
|
8,467
|
|
|
9,660
|
|
|
8,888
|
|
|
9,780
|
|
|
9,653
|
|
|||||
Other (gains) and losses
(d)
|
5,888
|
|
|
3,929
|
|
|
(11,269
|
)
|
|
(5,084
|
)
|
|
(6,599
|
)
|
|||||
Stock-based compensation expense
|
3,482
|
|
|
2,800
|
|
|
2,774
|
|
|
1,380
|
|
|
1,990
|
|
|||||
Merger and other expenses
(e)
|
696
|
|
|
146
|
|
|
37,098
|
|
|
1,673
|
|
|
2,692
|
|
|||||
Other amortization and non-cash charges
|
415
|
|
|
(326
|
)
|
|
(240
|
)
|
|
(53
|
)
|
|
(211
|
)
|
|||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(933
|
)
|
|
(99,618
|
)
|
|
(343
|
)
|
|
(11,912
|
)
|
|||||
Gain on change in control of interests
(f)
|
—
|
|
|
—
|
|
|
(18,792
|
)
|
|
—
|
|
|
—
|
|
|||||
|
19,310
|
|
|
15,276
|
|
|
(81,159
|
)
|
|
7,353
|
|
|
(4,387
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments for Pro Rata Ownership
|
|
|
|
|
|
|
|
|
|
||||||||||
Real Estate Joint Ventures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Pro rata share of adjustments for equity investments
|
5,744
|
|
|
6,106
|
|
|
4,143
|
|
|
366
|
|
|
1,436
|
|
|||||
Less: Pro rata share of adjustments for amounts attributable to noncontrolling interests
|
(117
|
)
|
|
(399
|
)
|
|
(2,662
|
)
|
|
(7,046
|
)
|
|
(6,569
|
)
|
|||||
|
5,627
|
|
|
5,707
|
|
|
1,481
|
|
|
(6,680
|
)
|
|
(5,133
|
)
|
|||||
Add: Intra-period normalization of CPA:17 Merger (closed October 31, 2018)
(g)
|
—
|
|
|
—
|
|
|
31,555
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA – Real Estate
(a)
|
$
|
261,100
|
|
|
$
|
253,202
|
|
|
$
|
256,031
|
|
|
$
|
164,908
|
|
|
$
|
159,541
|
|
(a)
|
EBITDA and adjusted EBITDA are non-GAAP measures. See the
Terms and Definitions
section that follows for a description of our non-GAAP measures.
|
(b)
|
Comprised of items that we do not consider to be part of our core operating business plan or representative of our overall long-term operating performance, based on a number of factors, including the nature of the item and/or the frequency with which it occurs. We believe that these adjustments provide a more representative view of EBITDA from our core operating business and allow for more meaningful comparisons.
|
(c)
|
Straight-line rent adjustments relate to our net-leased properties subject to operating leases.
|
(d)
|
Primarily comprised of unrealized gains and losses on derivatives, and gains and losses from foreign currency movements, extinguishment of debt and marketable securities.
|
(e)
|
Amounts are primarily comprised of costs incurred in connection with the CPA:17 Merger.
|
(f)
|
Amount for the three months ended December 31, 2018 represents a gain recognized on the purchase of the remaining interests in six investments from CPA:17 – Global in the CPA:17 Merger, which we had previously accounted for under the equity method.
|
(g)
|
The adjustment modifies Adjusted EBITDA for the pro rata share of cash NOI for the partial period with an amount estimated to be equivalent to the additional pro rata share of cash NOI necessary to reflect ownership for the full quarter.
|
|
|
Investing for the long run
TM
| 46
|
Adjusted EBITDA, Investment Management – Last Five Quarters
|
|
Three Months Ended
|
||||||||||||||||||
|
Jun. 30, 2019
|
|
Mar. 31, 2019
|
|
Dec. 31, 2018
|
|
Sep. 30, 2018
|
|
Jun. 30, 2018
|
||||||||||
Net income from Investment Management
|
$
|
5,362
|
|
|
$
|
15,462
|
|
|
$
|
41,652
|
|
|
$
|
26,339
|
|
|
$
|
16,365
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Consolidated EBITDA
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
966
|
|
|
966
|
|
|
991
|
|
|
988
|
|
|
963
|
|
|||||
Provision for (benefit from) income taxes
|
100
|
|
|
(8,288
|
)
|
|
10,488
|
|
|
2,291
|
|
|
4,945
|
|
|||||
Consolidated EBITDA – Investment Management
(a)
|
6,428
|
|
|
8,140
|
|
|
53,131
|
|
|
29,618
|
|
|
22,273
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments to Derive Adjusted EBITDA
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation expense
|
1,454
|
|
|
1,365
|
|
|
1,128
|
|
|
1,095
|
|
|
1,708
|
|
|||||
Other (gains) and losses
(c)
|
(164
|
)
|
|
1,001
|
|
|
2,268
|
|
|
(64
|
)
|
|
(246
|
)
|
|||||
Other amortization and non-cash charges
|
—
|
|
|
(1
|
)
|
|
(168
|
)
|
|
(252
|
)
|
|
288
|
|
|||||
Gain on change in control of interests
(d)
|
—
|
|
|
—
|
|
|
(29,022
|
)
|
|
—
|
|
|
—
|
|
|||||
|
1,290
|
|
|
2,365
|
|
|
(25,794
|
)
|
|
779
|
|
|
1,750
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments for Pro Rata Ownership
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity Investments in the Managed Programs:
(e)
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Distributions received from equity investments in the Managed Programs
|
1,870
|
|
|
1,753
|
|
|
4,238
|
|
|
4,099
|
|
|
3,837
|
|
|||||
Less: Loss (income) from equity investments in the Managed Programs
|
45
|
|
|
116
|
|
|
682
|
|
|
(529
|
)
|
|
(253
|
)
|
|||||
|
1,915
|
|
|
1,869
|
|
|
4,920
|
|
|
3,570
|
|
|
3,584
|
|
|||||
Add: Intra-period normalization of CPA:17 Merger (closed October 31, 2018)
(f)
|
—
|
|
|
—
|
|
|
(10,027
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA – Investment Management
(a)
|
$
|
9,633
|
|
|
$
|
12,374
|
|
|
$
|
22,230
|
|
|
$
|
33,967
|
|
|
$
|
27,607
|
|
(a)
|
EBITDA and adjusted EBITDA are non-GAAP measures. See the
Terms and Definitions
section that follows for a description of our non-GAAP measures.
|
(b)
|
Comprised of items that we do not consider to be part of our core operating business plan or representative of our overall long-term operating performance, based on a number of factors, including the nature of the item and/or the frequency with which it occurs. We believe that these adjustments provide a more representative view of EBITDA from our core operating business and allow for more meaningful comparisons.
|
(c)
|
Primarily comprised of gains and losses from foreign currency movements and marketable securities.
|
(d)
|
Amount for the three months ended December 31, 2018 represents a gain recognized on our previously held interest in shares of CPA:17 – Global common stock in connection with the CPA:17 Merger.
|
(e)
|
Adjustments to include cash distributions received from the Managed Programs in place of our pro rata share of net income from our ownership in the Managed Programs.
|
(f)
|
The adjustment reduces Adjusted EBITDA for advisory fees received from CPA:17 – Global during the three months ended December 31, 2018.
|
|
|
Investing for the long run
TM
| 47
|
Terms and Definitions
|
|
|
Investing for the long run
TM
| 48
|
|
|
Investing for the long run
TM
| 49
|