|
Maryland
|
45-4549771
|
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
50 Rockefeller Plaza
|
|
|
New York,
|
New York
|
10020
|
(Address of principal executive offices)
|
(Zip Code)
|
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
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
|
|
|
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page No.
|
PART I — FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 4. Controls and Procedures
|
||
|
|
|
PART II — OTHER INFORMATION
|
|
|
Item 6. Exhibits
|
||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Land, buildings and improvements
|
$
|
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
|
(1,812,628
|
)
|
|
(1,564,182
|
)
|
||
Assets held for sale, net
|
102,777
|
|
|
—
|
|
||
Net investments in real estate
|
12,090,558
|
|
|
11,928,854
|
|
||
Equity investments in the Managed Programs and real estate
|
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 (a)
|
$
|
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 (a)
|
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)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
Lease revenues
|
$
|
269,802
|
|
|
$
|
168,367
|
|
|
$
|
532,741
|
|
|
$
|
337,799
|
|
Operating property revenues
|
15,436
|
|
|
4,865
|
|
|
31,432
|
|
|
12,083
|
|
||||
Lease termination income and other
|
6,304
|
|
|
680
|
|
|
9,574
|
|
|
1,622
|
|
||||
|
291,542
|
|
|
173,912
|
|
|
573,747
|
|
|
351,504
|
|
||||
Investment Management:
|
|
|
|
|
|
|
|
||||||||
Asset management revenue
|
9,790
|
|
|
17,268
|
|
|
19,522
|
|
|
34,253
|
|
||||
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
7,689
|
|
|
10,841
|
|
||||
Structuring and other advisory revenue
|
58
|
|
|
4,426
|
|
|
2,576
|
|
|
6,355
|
|
||||
|
13,669
|
|
|
27,231
|
|
|
29,787
|
|
|
51,449
|
|
||||
|
305,211
|
|
|
201,143
|
|
|
603,534
|
|
|
402,953
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
113,632
|
|
|
64,337
|
|
|
226,011
|
|
|
130,294
|
|
||||
General and administrative
|
19,729
|
|
|
16,442
|
|
|
41,014
|
|
|
35,025
|
|
||||
Reimbursable tenant costs
|
13,917
|
|
|
5,733
|
|
|
27,088
|
|
|
11,952
|
|
||||
Operating property expenses
|
10,874
|
|
|
3,581
|
|
|
21,468
|
|
|
9,251
|
|
||||
Property expenses, excluding reimbursable tenant costs
|
9,915
|
|
|
5,327
|
|
|
19,827
|
|
|
9,556
|
|
||||
Stock-based compensation expense
|
4,936
|
|
|
3,698
|
|
|
9,101
|
|
|
11,917
|
|
||||
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
7,689
|
|
|
10,841
|
|
||||
Subadvisor fees
|
1,650
|
|
|
1,855
|
|
|
3,852
|
|
|
3,887
|
|
||||
Merger and other expenses
|
696
|
|
|
2,692
|
|
|
842
|
|
|
2,655
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,790
|
|
||||
|
179,170
|
|
|
109,202
|
|
|
356,892
|
|
|
230,168
|
|
||||
Other Income and Expenses
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(59,719
|
)
|
|
(41,311
|
)
|
|
(121,032
|
)
|
|
(79,385
|
)
|
||||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
3,951
|
|
|
12,558
|
|
|
9,442
|
|
|
27,883
|
|
||||
Other gains and (losses)
|
(671
|
)
|
|
10,586
|
|
|
284
|
|
|
7,823
|
|
||||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
11,912
|
|
|
571
|
|
|
18,644
|
|
||||
|
(56,801
|
)
|
|
(6,255
|
)
|
|
(110,735
|
)
|
|
(25,035
|
)
|
||||
Income before income taxes
|
69,240
|
|
|
85,686
|
|
|
135,907
|
|
|
147,750
|
|
||||
Provision for income taxes
|
(3,119
|
)
|
|
(6,262
|
)
|
|
(990
|
)
|
|
(260
|
)
|
||||
Net Income
|
66,121
|
|
|
79,424
|
|
|
134,917
|
|
|
147,490
|
|
||||
Net income attributable to noncontrolling interests
|
(83
|
)
|
|
(3,743
|
)
|
|
(385
|
)
|
|
(6,535
|
)
|
||||
Net Income Attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
75,681
|
|
|
$
|
134,532
|
|
|
$
|
140,955
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share
|
$
|
0.39
|
|
|
$
|
0.70
|
|
|
$
|
0.79
|
|
|
$
|
1.30
|
|
Diluted Earnings Per Share
|
$
|
0.38
|
|
|
$
|
0.70
|
|
|
$
|
0.79
|
|
|
$
|
1.30
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
171,304,112
|
|
|
108,059,394
|
|
|
169,280,360
|
|
|
108,058,671
|
|
||||
Diluted
|
171,490,625
|
|
|
108,234,934
|
|
|
169,520,508
|
|
|
108,243,063
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Income
|
$
|
66,121
|
|
|
$
|
79,424
|
|
|
$
|
134,917
|
|
|
$
|
147,490
|
|
Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(4,187
|
)
|
|
(39,815
|
)
|
|
(4,360
|
)
|
|
(21,299
|
)
|
||||
Unrealized (loss) gain on derivative instruments
|
(3,406
|
)
|
|
14,073
|
|
|
(1,457
|
)
|
|
5,681
|
|
||||
Unrealized (loss) gain on investments
|
(541
|
)
|
|
(58
|
)
|
|
(4
|
)
|
|
370
|
|
||||
|
(8,134
|
)
|
|
(25,800
|
)
|
|
(5,821
|
)
|
|
(15,248
|
)
|
||||
Comprehensive Income
|
57,987
|
|
|
53,624
|
|
|
129,096
|
|
|
132,242
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
||||||||
Net income
|
(83
|
)
|
|
(3,743
|
)
|
|
(385
|
)
|
|
(6,535
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
7,634
|
|
|
—
|
|
|
3,852
|
|
||||
Unrealized loss on derivative instruments
|
—
|
|
|
2
|
|
|
—
|
|
|
5
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
(83
|
)
|
|
3,893
|
|
|
(385
|
)
|
|
(2,678
|
)
|
||||
Comprehensive Income Attributable to W. P. Carey
|
$
|
57,904
|
|
|
$
|
57,517
|
|
|
$
|
128,711
|
|
|
$
|
129,564
|
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at April 1, 2019
|
169,636,526
|
|
|
$
|
170
|
|
|
$
|
8,483,301
|
|
|
$
|
(1,256,754
|
)
|
|
$
|
37,263
|
|
|
$
|
(252,683
|
)
|
|
$
|
7,011,297
|
|
|
$
|
6,432
|
|
|
$
|
7,017,729
|
|
Shares issued under ATM Program, net
|
1,116,217
|
|
|
1
|
|
|
88,072
|
|
|
|
|
|
|
|
|
88,073
|
|
|
|
|
88,073
|
|
||||||||||||
Shares issued upon delivery of vested restricted share awards
|
2,247
|
|
|
—
|
|
|
(177
|
)
|
|
|
|
|
|
|
|
(177
|
)
|
|
|
|
(177
|
)
|
||||||||||||
Shares issued upon purchases under employee share purchase plan
|
1,517
|
|
|
—
|
|
|
113
|
|
|
|
|
|
|
|
|
113
|
|
|
|
|
113
|
|
||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
4,936
|
|
|
|
|
|
|
|
|
4,936
|
|
|
|
|
4,936
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(126
|
)
|
|
(126
|
)
|
||||||||||||||
Dividends declared ($1.034 per share)
|
|
|
|
|
|
|
(177,741
|
)
|
|
|
|
|
|
(177,741
|
)
|
|
|
|
(177,741
|
)
|
||||||||||||||
Net income
|
|
|
|
|
|
|
66,038
|
|
|
|
|
|
|
66,038
|
|
|
83
|
|
|
66,121
|
|
|||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(4,187
|
)
|
|
(4,187
|
)
|
|
|
|
(4,187
|
)
|
||||||||||||||
Unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
(3,406
|
)
|
|
(3,406
|
)
|
|
|
|
(3,406
|
)
|
||||||||||||||
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
(541
|
)
|
|
(541
|
)
|
|
|
|
(541
|
)
|
||||||||||||||
Balance at June 30, 2019
|
170,756,507
|
|
|
$
|
171
|
|
|
$
|
8,576,245
|
|
|
$
|
(1,368,457
|
)
|
|
$
|
37,263
|
|
|
$
|
(260,817
|
)
|
|
$
|
6,984,405
|
|
|
$
|
6,389
|
|
|
$
|
6,990,794
|
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at April 1, 2018
|
107,194,440
|
|
|
$
|
107
|
|
|
$
|
4,439,433
|
|
|
$
|
(1,097,415
|
)
|
|
$
|
36,147
|
|
|
$
|
(229,238
|
)
|
|
$
|
3,149,034
|
|
|
$
|
220,471
|
|
|
$
|
3,369,505
|
|
Shares issued upon delivery of vested restricted share awards
|
4,176
|
|
|
—
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
(22
|
)
|
|
|
|
(22
|
)
|
||||||||||||
Shares issued upon purchases under employee share purchase plan
|
2,071
|
|
|
—
|
|
|
125
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
125
|
|
||||||||||||
Delivery of deferred vested shares, net
|
|
|
|
|
140
|
|
|
|
|
(140
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
3,698
|
|
|
|
|
|
|
|
|
3,698
|
|
|
|
|
3,698
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4,549
|
)
|
|
(4,549
|
)
|
||||||||||||||
Dividends declared ($1.020 per share)
|
|
|
|
|
|
|
(110,448
|
)
|
|
|
|
|
|
(110,448
|
)
|
|
|
|
(110,448
|
)
|
||||||||||||||
Net income
|
|
|
|
|
|
|
75,681
|
|
|
|
|
|
|
75,681
|
|
|
3,743
|
|
|
79,424
|
|
|||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(32,181
|
)
|
|
(32,181
|
)
|
|
(7,634
|
)
|
|
(39,815
|
)
|
|||||||||||||
Unrealized gain on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
14,075
|
|
|
14,075
|
|
|
(2
|
)
|
|
14,073
|
|
|||||||||||||
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
(58
|
)
|
|
(58
|
)
|
|
|
|
(58
|
)
|
||||||||||||||
Balance at June 30, 2018
|
107,200,687
|
|
|
$
|
107
|
|
|
$
|
4,443,374
|
|
|
$
|
(1,132,182
|
)
|
|
$
|
36,007
|
|
|
$
|
(247,402
|
)
|
|
$
|
3,099,904
|
|
|
$
|
212,100
|
|
|
$
|
3,312,004
|
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2019
|
165,279,642
|
|
|
$
|
165
|
|
|
$
|
8,187,335
|
|
|
$
|
(1,143,992
|
)
|
|
$
|
35,766
|
|
|
$
|
(254,996
|
)
|
|
$
|
6,824,278
|
|
|
$
|
5,777
|
|
|
$
|
6,830,055
|
|
Shares issued under ATM Program, net
|
5,169,840
|
|
|
5
|
|
|
391,899
|
|
|
|
|
|
|
|
|
391,904
|
|
|
|
|
391,904
|
|
||||||||||||
Shares issued upon delivery of vested restricted share awards
|
305,508
|
|
|
1
|
|
|
(15,743
|
)
|
|
|
|
|
|
|
|
(15,742
|
)
|
|
|
|
(15,742
|
)
|
||||||||||||
Shares issued upon purchases under employee share purchase plan
|
1,517
|
|
|
—
|
|
|
113
|
|
|
|
|
|
|
|
|
113
|
|
|
|
|
113
|
|
||||||||||||
Deferral of vested shares, net
|
|
|
|
|
(1,445
|
)
|
|
|
|
1,445
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
9,101
|
|
|
|
|
|
|
|
|
9,101
|
|
|
|
|
9,101
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
849
|
|
|
849
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(622
|
)
|
|
(622
|
)
|
||||||||||||||
Dividends declared ($2.066 per share)
|
|
|
|
|
4,985
|
|
|
(358,997
|
)
|
|
52
|
|
|
|
|
(353,960
|
)
|
|
|
|
(353,960
|
)
|
||||||||||||
Net income
|
|
|
|
|
|
|
134,532
|
|
|
|
|
|
|
134,532
|
|
|
385
|
|
|
134,917
|
|
|||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(4,360
|
)
|
|
(4,360
|
)
|
|
|
|
(4,360
|
)
|
||||||||||||||
Unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
(1,457
|
)
|
|
(1,457
|
)
|
|
|
|
(1,457
|
)
|
||||||||||||||
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|
|
|
(4
|
)
|
||||||||||||||
Balance at June 30, 2019
|
170,756,507
|
|
|
$
|
171
|
|
|
$
|
8,576,245
|
|
|
$
|
(1,368,457
|
)
|
|
$
|
37,263
|
|
|
$
|
(260,817
|
)
|
|
$
|
6,984,405
|
|
|
$
|
6,389
|
|
|
$
|
6,990,794
|
|
|
W. P. Carey Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Distributions
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||
|
Common Stock
|
|
Additional
|
|
in Excess of
|
|
Deferred
|
|
Other
|
|
Total
|
|
|
|
|
|||||||||||||||||||
|
$0.001 Par Value
|
|
Paid-in
|
|
Accumulated
|
|
Compensation
|
|
Comprehensive
|
|
W. P. Carey
|
|
Noncontrolling
|
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Obligation
|
|
Loss
|
|
Stockholders
|
|
Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2018
|
106,922,616
|
|
|
$
|
107
|
|
|
$
|
4,433,573
|
|
|
$
|
(1,052,064
|
)
|
|
$
|
46,656
|
|
|
$
|
(236,011
|
)
|
|
$
|
3,192,261
|
|
|
$
|
219,124
|
|
|
$
|
3,411,385
|
|
Shares issued upon delivery of vested restricted share awards
|
276,000
|
|
|
—
|
|
|
(13,565
|
)
|
|
|
|
|
|
|
|
(13,565
|
)
|
|
|
|
(13,565
|
)
|
||||||||||||
Shares issued upon purchases under employee share purchase plan
|
2,071
|
|
|
—
|
|
|
125
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
125
|
|
||||||||||||
Delivery of deferred vested shares, net
|
|
|
|
|
10,649
|
|
|
|
|
(10,649
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
11,917
|
|
|
|
|
|
|
|
|
11,917
|
|
|
|
|
11,917
|
|
||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(9,773
|
)
|
|
(9,773
|
)
|
||||||||||||||
Dividends declared ($2.035 per share)
|
|
|
|
|
675
|
|
|
(221,073
|
)
|
|
|
|
|
|
(220,398
|
)
|
|
|
|
(220,398
|
)
|
|||||||||||||
Net income
|
|
|
|
|
|
|
140,955
|
|
|
|
|
|
|
140,955
|
|
|
6,535
|
|
|
147,490
|
|
|||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
(17,447
|
)
|
|
(17,447
|
)
|
|
(3,852
|
)
|
|
(21,299
|
)
|
|||||||||||||
Unrealized gain on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
5,686
|
|
|
5,686
|
|
|
(5
|
)
|
|
5,681
|
|
|||||||||||||
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
370
|
|
|
370
|
|
|
|
|
370
|
|
||||||||||||||
Balance at June 30, 2018
|
107,200,687
|
|
|
$
|
107
|
|
|
$
|
4,443,374
|
|
|
$
|
(1,132,182
|
)
|
|
$
|
36,007
|
|
|
$
|
(247,402
|
)
|
|
$
|
3,099,904
|
|
|
$
|
212,100
|
|
|
$
|
3,312,004
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows — Operating Activities
|
|
|
|
||||
Net income
|
$
|
134,917
|
|
|
$
|
147,490
|
|
Adjustments to net income:
|
|
|
|
||||
Depreciation and amortization, including intangible assets and deferred financing costs
|
232,100
|
|
|
132,188
|
|
||
Amortization of rent-related intangibles and deferred rental revenue
|
32,375
|
|
|
23,332
|
|
||
Straight-line rent adjustments
|
(24,294
|
)
|
|
(7,503
|
)
|
||
Realized and unrealized losses (gains) on foreign currency transactions, derivatives, and other
|
15,972
|
|
|
(4,330
|
)
|
||
Investment Management revenue received in shares of Managed REITs and other
|
(15,357
|
)
|
|
(30,793
|
)
|
||
Distributions of earnings from equity method investments
|
12,889
|
|
|
28,361
|
|
||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
(9,442
|
)
|
|
(27,883
|
)
|
||
Stock-based compensation expense
|
9,101
|
|
|
11,917
|
|
||
Deferred income tax benefit
|
(2,124
|
)
|
|
(8,959
|
)
|
||
Gain on sale of real estate, net
|
(571
|
)
|
|
(18,644
|
)
|
||
Impairment charges
|
—
|
|
|
4,790
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Net changes in other operating assets and liabilities
|
(60,177
|
)
|
|
(24,096
|
)
|
||
Deferred structuring revenue received
|
3,344
|
|
|
5,620
|
|
||
Increase in deferred structuring revenue receivable
|
(573
|
)
|
|
(2,576
|
)
|
||
Net Cash Provided by Operating Activities
|
328,160
|
|
|
228,914
|
|
||
Cash Flows — Investing Activities
|
|
|
|
||||
Purchases of real estate
|
(289,766
|
)
|
|
(269,890
|
)
|
||
Funding for real estate construction, redevelopments, and other capital expenditures on real estate
|
(76,891
|
)
|
|
(48,888
|
)
|
||
Return of capital from equity method investments
|
27,186
|
|
|
6,957
|
|
||
Other investing activities, net
|
23,143
|
|
|
(4,010
|
)
|
||
Proceeds from sales of real estate
|
12,589
|
|
|
77,737
|
|
||
Funding of short-term loans to affiliates
|
(10,596
|
)
|
|
(10,000
|
)
|
||
Proceeds from repayment of loan receivable
|
9,574
|
|
|
362
|
|
||
Capital contributions to equity method investments
|
(2,594
|
)
|
|
(715
|
)
|
||
Proceeds from repayment of short-term loans to affiliates
|
—
|
|
|
37,000
|
|
||
Net Cash Used in Investing Activities
|
(307,355
|
)
|
|
(211,447
|
)
|
||
Cash Flows — Financing Activities
|
|
|
|
||||
Proceeds from Senior Unsecured Credit Facility
|
526,821
|
|
|
592,990
|
|
||
Repayments of Senior Unsecured Credit Facility
|
(507,448
|
)
|
|
(818,895
|
)
|
||
Prepayments of mortgage principal
|
(493,317
|
)
|
|
(164,908
|
)
|
||
Proceeds from shares issued under ATM Program, net of selling costs
|
392,134
|
|
|
—
|
|
||
Dividends paid
|
(347,449
|
)
|
|
(219,192
|
)
|
||
Proceeds from issuance of Senior Unsecured Notes
|
321,347
|
|
|
616,355
|
|
||
Scheduled payments of mortgage principal
|
(57,358
|
)
|
|
(34,338
|
)
|
||
Payments for withholding taxes upon delivery of equity-based awards
|
(15,743
|
)
|
|
(13,905
|
)
|
||
Payment of financing costs
|
(2,258
|
)
|
|
(4,286
|
)
|
||
Other financing activities, net
|
1,393
|
|
|
(3,309
|
)
|
||
Contributions from noncontrolling interests
|
849
|
|
|
71
|
|
||
Distributions paid to noncontrolling interests
|
(622
|
)
|
|
(9,773
|
)
|
||
Proceeds from mortgage financing
|
—
|
|
|
857
|
|
||
Net Cash Used in Financing Activities
|
(181,651
|
)
|
|
(58,333
|
)
|
||
Change in Cash and Cash Equivalents and Restricted Cash During the Period
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(1,606
|
)
|
|
(4,992
|
)
|
||
Net decrease in cash and cash equivalents and restricted cash
|
(162,452
|
)
|
|
(45,858
|
)
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
424,063
|
|
|
209,676
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
261,611
|
|
|
$
|
163,818
|
|
•
|
Corporate Property Associates 18 – Global Incorporated (“CPA:18 – Global”), a publicly owned, non-traded REIT that primarily invests in commercial real estate properties; we refer to CPA:17 – Global (until the closing of the CPA:17 Merger on October 31, 2018) and CPA:18 – Global together as the “CPA REITs;”
|
•
|
Carey Watermark Investors Incorporated (“CWI 1”) and Carey Watermark Investors 2 Incorporated (“CWI 2”), two publicly owned, non-traded REITs that invest in lodging and lodging-related properties; we refer to CWI 1 and CWI 2 together as the “CWI REITs” and, together with the CPA REITs, as the “Managed REITs” (Note 3); and
|
•
|
Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties and similar investments in Europe (Note 3); we refer to the Managed REITs (including CPA:17 – Global prior to the CPA:17 Merger) and CESH collectively as the “Managed Programs.”
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land, buildings and improvements
|
$
|
646,702
|
|
|
$
|
781,347
|
|
Net investments in direct financing leases
|
290,337
|
|
|
305,493
|
|
||
In-place lease intangible assets and other
|
89,349
|
|
|
84,870
|
|
||
Above-market rent intangible assets
|
38,248
|
|
|
45,754
|
|
||
Accumulated depreciation and amortization
|
(177,008
|
)
|
|
(164,942
|
)
|
||
Assets held for sale, net
|
99,068
|
|
|
—
|
|
||
Total assets
|
1,035,074
|
|
|
1,112,984
|
|
||
|
|
|
|
||||
Non-recourse mortgages, net
|
$
|
148,298
|
|
|
$
|
157,955
|
|
Total liabilities
|
217,226
|
|
|
227,461
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
202,279
|
|
|
$
|
217,644
|
|
Restricted cash (a)
|
59,332
|
|
|
206,419
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
261,611
|
|
|
$
|
424,063
|
|
(a)
|
Restricted cash is included within Other assets, net in our consolidated balance sheets. The amount as of December 31, 2018 includes $145.7 million of proceeds from the sale of a portfolio of Australian properties in December 2018. These funds were transferred from a restricted cash account to us in January 2019.
|
•
|
As a Lessee: we recognized $115.6 million of land lease right-of-use (“ROU”) assets, $12.7 million of office lease ROU assets, and $95.3 million of corresponding lease liabilities for certain operating office and land lease arrangements for which we were the lessee on January 1, 2019, which included reclassifying below-market ground lease intangible assets, above-market ground lease intangible liabilities, prepaid rent, and deferred rent as a component of the ROU asset (a net reclassification of $33.0 million). See Note 4 for additional disclosures on the presentation of these amounts in our consolidated balance sheets.
|
•
|
As a Lessor: a practical expedient allows lessors to combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), if both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. We elected the practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Asset management revenue (a)
|
$
|
9,790
|
|
|
$
|
17,268
|
|
|
$
|
19,522
|
|
|
$
|
34,253
|
|
Reimbursable costs from affiliates (a)
|
3,821
|
|
|
5,537
|
|
|
7,689
|
|
|
10,841
|
|
||||
Distributions of Available Cash (b)
|
3,765
|
|
|
8,776
|
|
|
9,450
|
|
|
19,278
|
|
||||
Interest income on deferred acquisition fees and loans to affiliates (c)
|
571
|
|
|
495
|
|
|
1,091
|
|
|
1,048
|
|
||||
Structuring and other advisory revenue (a)
|
58
|
|
|
4,426
|
|
|
2,576
|
|
|
6,355
|
|
||||
|
$
|
18,005
|
|
|
$
|
36,502
|
|
|
$
|
40,328
|
|
|
$
|
71,775
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
CPA:17 – Global (d)
|
$
|
—
|
|
|
$
|
14,553
|
|
|
$
|
—
|
|
|
$
|
30,337
|
|
CPA:18 – Global
|
5,862
|
|
|
11,147
|
|
|
13,819
|
|
|
18,034
|
|
||||
CWI 1
|
6,140
|
|
|
5,643
|
|
|
13,641
|
|
|
12,622
|
|
||||
CWI 2
|
4,904
|
|
|
4,408
|
|
|
10,650
|
|
|
9,445
|
|
||||
CESH
|
1,099
|
|
|
751
|
|
|
2,218
|
|
|
1,337
|
|
||||
|
$
|
18,005
|
|
|
$
|
36,502
|
|
|
$
|
40,328
|
|
|
$
|
71,775
|
|
(a)
|
Amounts represent revenues from contracts under ASC 606.
|
(b)
|
Included within Equity in earnings of equity method investments in the Managed Programs and real estate in the consolidated statements of income.
|
(c)
|
Included within Other gains and (losses) in the consolidated statements of income.
|
(d)
|
We no longer earn revenue from CPA:17 – Global following the completion of the CPA:17 Merger on October 31, 2018 (Note 1).
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Short-term loans to affiliates, including accrued interest
|
$
|
70,449
|
|
|
$
|
58,824
|
|
Deferred acquisition fees receivable, including accrued interest
|
5,970
|
|
|
8,697
|
|
||
Reimbursable costs
|
2,436
|
|
|
3,227
|
|
||
Accounts receivable
|
1,218
|
|
|
1,425
|
|
||
Asset management fees receivable
|
1,160
|
|
|
563
|
|
||
Current acquisition fees receivable
|
290
|
|
|
2,106
|
|
||
|
$
|
81,523
|
|
|
$
|
74,842
|
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA:18 – Global
|
|
0.5% – 1.5%
|
|
In shares of its Class A common stock and/or cash, at the option of CPA:18 – Global; payable 50% in cash and 50% in shares of its Class A common stock for 2019; payable in shares of its Class A common stock for 2018
|
|
Rate depends on the type of investment and is based on the average market or average equity value, as applicable
|
CWI 1
|
|
0.5%
|
|
In shares of its common stock and/or cash, at our election; payable in shares of its common stock for 2019 and 2018
|
|
Rate is based on the average market value of the investment; we are required to pay 20% of the asset management revenue we receive to the subadvisor
|
CWI 2
|
|
0.55%
|
|
In shares of its Class A common stock and/or cash, at our election; payable in shares of its Class A common stock for 2019 and 2018
|
|
Rate is based on the average market value of the investment; we are required to pay 25% of the asset management revenue we receive to the subadvisor
|
CESH
|
|
1.0%
|
|
In cash
|
|
Based on gross assets at fair value
|
Managed Program
|
|
Rate
|
|
Payable
|
|
Description
|
CPA:18 – Global
|
|
4.5%
|
|
In cash; for all investments, other than readily marketable real estate securities for which we will not receive any acquisition fees, 2.5% upon completion, with 2% deferred and payable in three interest-bearing annual installments
|
|
Based on the total aggregate cost of the investments or commitments made
|
CWI REITs
|
|
1% – 2.5%
|
|
In cash upon completion; loan refinancing transactions up to 1% of the principal amount; 2.5% of the total investment cost of the properties acquired
|
|
Based on the total aggregate cost of the lodging investments or commitments made; we are required to pay 20% and 25% to the subadvisors of CWI 1 and CWI 2, respectively
|
CESH
|
|
2.0%
|
|
In cash upon acquisition
|
|
Based on the total aggregate cost of investments or commitments made, including the acquisition, development, construction, or redevelopment of the investments
|
Managed Program
|
|
Payable
|
|
Description
|
CPA:18 – Global
|
|
In cash
|
|
Personnel and overhead costs, excluding those related to our legal transactions group, our senior management, and our investments team, are charged to CPA:18 – Global based on the average of the trailing 12-month aggregate reported revenues of the Managed Programs and us, and personnel costs are capped at 1.0% of CPA:18 – Global’s pro rata lease revenues for both 2019 and 2018; for the legal transactions group, costs are charged according to a fee schedule
|
CWI 1 and CWI 2
|
|
In cash
|
|
Actual expenses incurred, excluding those related to our senior management; allocated between the CWI REITs based on the percentage of their total pro rata hotel revenues for the most recently completed quarter
|
CESH
|
|
In cash
|
|
Actual expenses incurred
|
|
|
Interest Rate at
June 30, 2019
|
|
Maturity Date at June 30, 2019
|
|
Maximum Loan Amount Authorized at June 30, 2019
|
|
Principal Outstanding Balance at (a)
|
||||||||
Managed Program
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||
CWI 1 (b)
|
|
LIBOR + 1.00%
|
|
9/30/2019
|
|
$
|
65,802
|
|
|
$
|
46,637
|
|
|
$
|
41,637
|
|
CESH (b) (c)
|
|
LIBOR + 1.00%
|
|
5/31/2020
|
|
35,000
|
|
|
20,057
|
|
|
14,461
|
|
|||
CPA:18 – Global
|
|
N/A
|
|
N/A
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|||
CWI 2
|
|
N/A
|
|
N/A
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
66,694
|
|
|
$
|
56,098
|
|
(a)
|
Amounts exclude accrued interest of $3.8 million and $2.7 million at June 30, 2019 and December 31, 2018, respectively.
|
(b)
|
LIBOR means London Interbank Offered Rate.
|
(c)
|
In July 2019, CESH borrowed an additional $7.3 million under its line of credit with us.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
1,830,922
|
|
|
$
|
1,772,099
|
|
Buildings and improvements
|
7,409,650
|
|
|
6,945,513
|
|
||
Real estate under construction
|
50,441
|
|
|
63,114
|
|
||
Less: Accumulated depreciation
|
(836,360
|
)
|
|
(724,550
|
)
|
||
|
$
|
8,454,653
|
|
|
$
|
8,056,176
|
|
•
|
an investment of $32.7 million for an educational facility in Portland, Oregon, on February 20, 2019;
|
•
|
an investment of $48.3 million for an office building in Morrisville, North Carolina, on March 7, 2019;
|
•
|
an investment of $37.6 million for a distribution center in Inwood, West Virginia, on March 27, 2019, which is encumbered by a non-recourse mortgage loan that we assumed on the date of acquisition with an outstanding principal balance of $20.2 million (Note 10);
|
•
|
an investment of $49.3 million for an industrial facility in Hurricane, Utah, on March 28, 2019;
|
•
|
an investment of $16.6 million for an industrial facility in Bensenville, Illinois, on March 29, 2019;
|
•
|
an investment of $10.2 million for two manufacturing and distribution centers in Westerville, Ohio, and North Wales, Pennsylvania, on May 21, 2019;
|
•
|
an investment of $24.5 million for eight manufacturing facilities in various locations in the United States and Mexico on May 31, 2019;
|
•
|
an investment of $18.8 million for a headquarters and warehouse facility in Statesville, North Carolina, on June 7, 2019; and
|
•
|
an investment of $70.1 million for a headquarters and industrial facility in Conestoga, Pennsylvania, on June 27, 2019.
|
•
|
an expansion project at a warehouse facility in Zabia Wola, Poland, in March 2019 at a cost totaling $5.6 million, including capitalized interest;
|
•
|
a built-to-suit project for a warehouse facility in Dillon, South Carolina, in March 2019 at a cost totaling $47.4 million, including capitalized interest;
|
•
|
an expansion project at a warehouse facility in Rotterdam, the Netherlands, in May 2019 at a cost totaling $20.4 million, including capitalized interest; and
|
•
|
an expansion project at an industrial facility in Legnica, Poland, in June 2019 at a cost totaling $6.0 million.
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Lease income — fixed
|
$
|
222,057
|
|
|
$
|
437,175
|
|
Lease income — variable (a)
|
22,277
|
|
|
43,539
|
|
||
Total operating lease income (b)
|
$
|
244,334
|
|
|
$
|
480,714
|
|
(a)
|
Includes (i) rent increases based on changes in the CPI and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
|
(b)
|
Excludes $25.4 million and $52.0 million for the three and six months ended June 30, 2019, respectively, of interest income from direct financing leases that is included in Lease revenues in the consolidated statement of income.
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder)
|
|
$
|
487,439
|
|
2020
|
|
967,832
|
|
|
2021
|
|
947,374
|
|
|
2022
|
|
911,914
|
|
|
2023
|
|
868,384
|
|
|
Thereafter
|
|
7,064,545
|
|
|
Total
|
|
$
|
11,247,488
|
|
Years Ending December 31,
|
|
Total
|
||
2019
|
|
$
|
920,044
|
|
2020
|
|
915,411
|
|
|
2021
|
|
896,083
|
|
|
2022
|
|
861,688
|
|
|
2023
|
|
802,509
|
|
|
Thereafter
|
|
6,151,480
|
|
|
Total
|
|
$
|
10,547,215
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Fixed lease cost
|
$
|
3,820
|
|
|
$
|
7,636
|
|
Variable lease cost
|
213
|
|
|
363
|
|
||
Total lease cost
|
$
|
4,033
|
|
|
$
|
7,999
|
|
|
Location on Consolidated Balance Sheets
|
|
June 30, 2019
|
||
Operating ROU assets — land leases
|
In-place lease intangible assets and other
|
|
$
|
114,523
|
|
Operating ROU assets — office leases
|
Other assets, net
|
|
10,110
|
|
|
Total operating ROU assets
|
|
|
$
|
124,633
|
|
|
|
|
|
||
Operating lease liabilities
|
Accounts payable, accrued expenses and other liabilities
|
|
$
|
90,580
|
|
|
|
|
|
||
Weighted-average remaining lease term — operating leases
|
|
|
37.3 years
|
|
|
Weighted-average discount rate — operating leases
|
|
|
7.8
|
%
|
|
Number of land lease arrangements
|
|
|
64
|
|
|
Number of office space arrangements
|
|
|
6
|
|
|
Lease term range (excluding extension options not reasonably certain of being exercised)
|
|
1 – 100 years
|
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder)
|
|
$
|
7,194
|
|
2020
|
|
14,980
|
|
|
2021
|
|
8,483
|
|
|
2022
|
|
7,628
|
|
|
2023
|
|
7,481
|
|
|
Thereafter
|
|
257,076
|
|
|
Total lease payments
|
|
302,842
|
|
|
Less: amount of lease payments representing interest
|
|
(212,262
|
)
|
|
Present value of future lease payments/lease obligations
|
|
$
|
90,580
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
39,675
|
|
|
$
|
102,478
|
|
Buildings and improvements
|
149,618
|
|
|
363,572
|
|
||
Real estate under construction
|
—
|
|
|
4,620
|
|
||
Less: Accumulated depreciation
|
(11,179
|
)
|
|
(10,234
|
)
|
||
|
$
|
178,114
|
|
|
$
|
460,436
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land, buildings and improvements
|
$
|
105,590
|
|
|
$
|
—
|
|
Accumulated depreciation and amortization
|
(2,813
|
)
|
|
—
|
|
||
Assets held for sale, net
|
$
|
102,777
|
|
|
$
|
—
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Lease payments receivable
|
$
|
1,062,863
|
|
|
$
|
1,160,977
|
|
Unguaranteed residual value
|
932,605
|
|
|
966,826
|
|
||
|
1,995,468
|
|
|
2,127,803
|
|
||
Less: unearned income
|
(732,149
|
)
|
|
(821,588
|
)
|
||
|
$
|
1,263,319
|
|
|
$
|
1,306,215
|
|
Years Ending December 31,
|
|
Total
|
||
2019 (remainder) (a)
|
|
$
|
309,070
|
|
2020
|
|
94,349
|
|
|
2021
|
|
92,367
|
|
|
2022
|
|
83,351
|
|
|
2023
|
|
77,589
|
|
|
Thereafter
|
|
406,137
|
|
|
Total
|
|
$
|
1,062,863
|
|
Years Ending December 31,
|
|
Total
|
||
2019 (a)
|
|
$
|
373,632
|
|
2020
|
|
98,198
|
|
|
2021
|
|
95,181
|
|
|
2022
|
|
85,801
|
|
|
2023
|
|
80,033
|
|
|
Thereafter
|
|
428,132
|
|
|
Total
|
|
$
|
1,160,977
|
|
(a)
|
Includes total rents owed and a bargain purchase option amount (for an aggregate of $261.8 million and $275.4 million as of June 30, 2019 and December 31, 2018, respectively) from The New York Times Company, a tenant at one of our properties, which exercised its bargain purchase option to repurchase the property in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed. At June 30, 2019, this property had an aggregate asset carrying value of $256.3 million.
|
|
|
Number of Tenants / Obligors at
|
|
Carrying Value at
|
||||||||
Internal Credit Quality Indicator
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
1 - 3
|
|
35
|
|
36
|
|
$
|
1,109,973
|
|
|
$
|
1,135,321
|
|
4
|
|
8
|
|
10
|
|
211,083
|
|
|
227,591
|
|
||
5
|
|
—
|
|
1
|
|
—
|
|
|
10,580
|
|
||
|
|
|
|
|
|
$
|
1,321,056
|
|
|
$
|
1,373,492
|
|
|
Real Estate
|
|
Investment Management
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
857,337
|
|
|
$
|
63,607
|
|
|
$
|
920,944
|
|
Foreign currency translation adjustments
|
(383
|
)
|
|
—
|
|
|
(383
|
)
|
|||
(343
|
)
|
|
—
|
|
|
(343
|
)
|
||||
Balance at June 30, 2019
|
$
|
856,611
|
|
|
$
|
63,607
|
|
|
$
|
920,218
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Finite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internal-use software development costs
|
$
|
19,190
|
|
|
$
|
(12,068
|
)
|
|
$
|
7,122
|
|
|
$
|
18,924
|
|
|
$
|
(10,672
|
)
|
|
$
|
8,252
|
|
Trade name
|
3,975
|
|
|
(1,593
|
)
|
|
2,382
|
|
|
3,975
|
|
|
(1,196
|
)
|
|
2,779
|
|
||||||
|
23,165
|
|
|
(13,661
|
)
|
|
9,504
|
|
|
22,899
|
|
|
(11,868
|
)
|
|
11,031
|
|
||||||
Lease Intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease
|
2,020,263
|
|
|
(595,540
|
)
|
|
1,424,723
|
|
|
1,960,437
|
|
|
(496,096
|
)
|
|
1,464,341
|
|
||||||
Above-market rent
|
921,998
|
|
|
(369,549
|
)
|
|
552,449
|
|
|
925,797
|
|
|
(330,935
|
)
|
|
594,862
|
|
||||||
Below-market ground lease (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
42,889
|
|
|
(2,367
|
)
|
|
40,522
|
|
||||||
|
2,942,261
|
|
|
(965,089
|
)
|
|
1,977,172
|
|
|
2,929,123
|
|
|
(829,398
|
)
|
|
2,099,725
|
|
||||||
Indefinite-Lived Goodwill and Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
920,218
|
|
|
—
|
|
|
920,218
|
|
|
920,944
|
|
|
—
|
|
|
920,944
|
|
||||||
Below-market ground lease (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,302
|
|
|
—
|
|
|
6,302
|
|
||||||
|
920,218
|
|
|
—
|
|
|
920,218
|
|
|
927,246
|
|
|
—
|
|
|
927,246
|
|
||||||
Total intangible assets
|
$
|
3,885,644
|
|
|
$
|
(978,750
|
)
|
|
$
|
2,906,894
|
|
|
$
|
3,879,268
|
|
|
$
|
(841,266
|
)
|
|
$
|
3,038,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-Lived Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market rent
|
$
|
(262,689
|
)
|
|
$
|
66,121
|
|
|
$
|
(196,568
|
)
|
|
$
|
(253,633
|
)
|
|
$
|
57,514
|
|
|
$
|
(196,119
|
)
|
Above-market ground lease (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,961
|
)
|
|
3,663
|
|
|
(12,298
|
)
|
||||||
|
(262,689
|
)
|
|
66,121
|
|
|
(196,568
|
)
|
|
(269,594
|
)
|
|
61,177
|
|
|
(208,417
|
)
|
||||||
Indefinite-Lived Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market purchase option
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
||||||
Total intangible liabilities
|
$
|
(279,400
|
)
|
|
$
|
66,121
|
|
|
$
|
(213,279
|
)
|
|
$
|
(286,305
|
)
|
|
$
|
61,177
|
|
|
$
|
(225,128
|
)
|
(a)
|
In connection with our adoption of ASU 2016-02 (Note 2), in the first quarter of 2019, we prospectively reclassified below-market ground lease intangible assets and above-market ground lease intangible liabilities to be a component of ROU assets within In-place lease intangible assets and other in our consolidated balance sheets. As of December 31, 2018, below-market ground lease intangible assets were included in In-place lease intangible assets and other in the consolidated balance sheets, and above-market ground lease intangible liabilities were included in Below-market rent and other intangible liabilities, net in the consolidated balance sheets.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
$
|
3,765
|
|
|
$
|
8,776
|
|
|
$
|
9,450
|
|
|
$
|
19,278
|
|
|
Proportionate share of equity in earnings of equity investments in the Managed Programs
|
312
|
|
|
1,167
|
|
|
525
|
|
|
3,030
|
|
||||
Amortization of basis differences on equity method investments in the Managed Programs
|
(356
|
)
|
|
(914
|
)
|
|
(685
|
)
|
|
(1,312
|
)
|
||||
Total equity in earnings of equity method investments in the Managed Programs
|
3,721
|
|
|
9,029
|
|
|
9,290
|
|
|
20,996
|
|
||||
Equity in earnings of equity method investments in real estate
|
774
|
|
|
4,084
|
|
|
1,336
|
|
|
7,987
|
|
||||
Amortization of basis differences on equity method investments in real estate
|
(544
|
)
|
|
(555
|
)
|
|
(1,184
|
)
|
|
(1,100
|
)
|
||||
Total equity in earnings of equity method investments in real estate
|
230
|
|
|
3,529
|
|
|
152
|
|
|
6,887
|
|
||||
Equity in earnings of equity method investments in the Managed Programs and real estate
|
$
|
3,951
|
|
|
$
|
12,558
|
|
|
$
|
9,442
|
|
|
$
|
27,883
|
|
|
|
% of Outstanding Interests Owned at
|
|
Carrying Amount of Investment at
|
||||||||||
Fund
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||
CPA:18 – Global (a)
|
|
3.664
|
%
|
|
3.446
|
%
|
|
$
|
41,242
|
|
|
$
|
39,600
|
|
CPA:18 – Global operating partnership
|
|
0.034
|
%
|
|
0.034
|
%
|
|
209
|
|
|
209
|
|
||
CWI 1 (a)
|
|
3.516
|
%
|
|
3.062
|
%
|
|
43,802
|
|
|
38,600
|
|
||
CWI 1 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
186
|
|
|
186
|
|
||
CWI 2 (a)
|
|
3.295
|
%
|
|
2.807
|
%
|
|
29,733
|
|
|
25,200
|
|
||
CWI 2 operating partnership
|
|
0.015
|
%
|
|
0.015
|
%
|
|
300
|
|
|
300
|
|
||
CESH (b)
|
|
2.430
|
%
|
|
2.430
|
%
|
|
3,755
|
|
|
3,495
|
|
||
|
|
|
|
|
|
$
|
119,227
|
|
|
$
|
107,590
|
|
(a)
|
During the six months ended June 30, 2019, we received asset management revenue from the existing Managed REITs primarily in shares of their common stock, which increased our ownership percentage in each of the existing Managed REITs (Note 3).
|
(b)
|
Investment is accounted for at fair value.
|
|
|
|
|
|
|
Carrying Value at
|
||||||
Lessee
|
|
Co-owner
|
|
Ownership Interest
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Johnson Self Storage
|
|
Third Party
|
|
90%
|
|
$
|
71,217
|
|
|
$
|
73,475
|
|
Kesko Senukai (a)
|
|
Third Party
|
|
70%
|
|
45,506
|
|
|
52,432
|
|
||
Bank Pekao (a)
|
|
CPA:18 – Global
|
|
50%
|
|
27,890
|
|
|
29,086
|
|
||
BPS Nevada, LLC (b)
|
|
Third Party
|
|
15%
|
|
22,453
|
|
|
22,292
|
|
||
State Farm Mutual Automobile Insurance Co.
|
|
CPA:18 – Global
|
|
50%
|
|
18,077
|
|
|
18,927
|
|
||
Apply Sørco AS (c) (d)
|
|
CPA:18 – Global
|
|
49%
|
|
9,869
|
|
|
7,483
|
|
||
Fortenova Grupa d.d. (formerly Konzum d.d.) (a)
|
|
CPA:18 – Global
|
|
20%
|
|
2,920
|
|
|
2,858
|
|
||
Beach House JV, LLC (e)
|
|
Third Party
|
|
N/A
|
|
—
|
|
|
15,105
|
|
||
|
|
|
|
|
|
$
|
197,932
|
|
|
$
|
221,658
|
|
(a)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.
|
(b)
|
This investment is reported using the hypothetical liquidation at book value model, which may be different than pro rata ownership percentages, primarily due to the capital structure of the partnership agreement.
|
(c)
|
The carrying value of this investment is affected by fluctuations in the exchange rate of the Norwegian krone.
|
(d)
|
During the first quarter of 2019, we identified measurement period adjustments that impacted the provisional accounting for this investment, which was acquired in the CPA:17 Merger on October 31, 2018 (Note 3). As such, the CPA:17 Merger purchase price allocated to this jointly owned investment increased by approximately $5.2 million, of which our proportionate share was $2.6 million.
|
(e)
|
On February 27, 2019, we received a full repayment of our preferred equity interest in this investment totaling $15.0 million. As a result, this preferred equity interest is now retired.
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior Unsecured Notes, net (a) (b) (c)
|
2
|
|
$
|
3,861,931
|
|
|
$
|
4,118,482
|
|
|
$
|
3,554,470
|
|
|
$
|
3,567,593
|
|
Non-recourse mortgages, net (a) (b) (d)
|
3
|
|
2,203,853
|
|
|
2,228,407
|
|
|
2,732,658
|
|
|
2,737,861
|
|
||||
Loans receivable (d)
|
3
|
|
57,737
|
|
|
57,737
|
|
|
67,277
|
|
|
67,123
|
|
(a)
|
The carrying value of Senior Unsecured Notes, net (Note 10) includes unamortized deferred financing costs of $21.0 million and $19.7 million at June 30, 2019 and December 31, 2018, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of $0.7 million and $0.8 million at June 30, 2019 and December 31, 2018, respectively.
|
(b)
|
The carrying value of Senior Unsecured Notes, net includes unamortized discount of $18.1 million and $15.8 million at June 30, 2019 and December 31, 2018, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of $20.6 million and $21.8 million at June 30, 2019 and December 31, 2018, respectively.
|
(c)
|
We determined the estimated fair value of the Senior Unsecured Notes using observed market prices in an open market with limited trading volume.
|
(d)
|
We determined the estimated fair value of these financial instruments using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates take into account interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.
|
Derivatives Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
Derivative Assets Fair Value at
|
|
Derivative Liabilities Fair Value at
|
||||||||||||
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
Foreign currency forward contracts
|
|
Other assets, net
|
|
$
|
17,209
|
|
|
$
|
22,520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency collars
|
|
Other assets, net
|
|
11,276
|
|
|
8,536
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Other assets, net
|
|
35
|
|
|
1,435
|
|
|
—
|
|
|
—
|
|
||||
Interest rate caps
|
|
Other assets, net
|
|
3
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(5,609
|
)
|
|
(3,387
|
)
|
||||
Foreign currency collars
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(531
|
)
|
|
(1,679
|
)
|
||||
|
|
|
|
28,523
|
|
|
32,547
|
|
|
(6,140
|
)
|
|
(5,066
|
)
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock warrants
|
|
Other assets, net
|
|
5,200
|
|
|
5,500
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
|
|
Other assets, net
|
|
—
|
|
|
7,144
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps (a)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(343
|
)
|
||||
|
|
|
|
5,200
|
|
|
12,644
|
|
|
(131
|
)
|
|
(343
|
)
|
||||
Total derivatives
|
|
|
|
$
|
33,723
|
|
|
$
|
45,191
|
|
|
$
|
(6,271
|
)
|
|
$
|
(5,409
|
)
|
(a)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
|
|
Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive Loss (a)
|
||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign currency forward contracts
|
|
$
|
(2,289
|
)
|
|
$
|
3,306
|
|
|
$
|
(1,170
|
)
|
|
$
|
142
|
|
Interest rate swaps
|
|
(562
|
)
|
|
414
|
|
|
(2,377
|
)
|
|
1,420
|
|
||||
Foreign currency collars
|
|
262
|
|
|
9,999
|
|
|
3,878
|
|
|
3,850
|
|
||||
Interest rate caps
|
|
176
|
|
|
(4
|
)
|
|
149
|
|
|
(11
|
)
|
||||
Derivatives in Net Investment Hedging Relationships (b)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
(1
|
)
|
|
1,913
|
|
|
(1
|
)
|
|
2,316
|
|
||||
Foreign currency collars
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total
|
|
$
|
(2,413
|
)
|
|
$
|
15,628
|
|
|
$
|
480
|
|
|
$
|
7,717
|
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Loss
|
||||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
$
|
2,120
|
|
|
$
|
1,622
|
|
|
$
|
4,554
|
|
|
$
|
2,804
|
|
Interest rate swaps and cap
|
|
Interest expense
|
|
(1,547
|
)
|
|
(40
|
)
|
|
(1,614
|
)
|
|
(251
|
)
|
||||
Foreign currency collars
|
|
Other gains and (losses)
|
|
1,285
|
|
|
167
|
|
|
2,373
|
|
|
574
|
|
||||
Total
|
|
|
|
$
|
1,858
|
|
|
$
|
1,749
|
|
|
$
|
5,313
|
|
|
$
|
3,127
|
|
(a)
|
Excludes net losses of $1.0 million and net gains of $0.4 million recognized on unconsolidated jointly owned investments for the three months ended June 30, 2019 and 2018, respectively, and net losses of $1.9 million and net gains of $0.3 million for the six months ended June 30, 2019 and 2018, respectively.
|
(b)
|
The changes in fair value of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive loss.
|
|
|
|
|
Amount of Gain (Loss) on Derivatives Recognized in Income
|
||||||||||||||
Derivatives Not in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||
Stock warrants
|
|
Other gains and (losses)
|
|
$
|
(300
|
)
|
|
$
|
(67
|
)
|
|
$
|
(300
|
)
|
|
$
|
201
|
|
Foreign currency collars
|
|
Other gains and (losses)
|
|
154
|
|
|
557
|
|
|
195
|
|
|
320
|
|
||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
(31
|
)
|
|
—
|
|
|
(261
|
)
|
|
(125
|
)
|
||||
Interest rate swaps
|
|
Other gains and (losses)
|
|
(26
|
)
|
|
2
|
|
|
(26
|
)
|
|
7
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
13
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Interest expense
|
|
(1,062
|
)
|
|
63
|
|
|
(1,127
|
)
|
|
213
|
|
||||
Interest rate caps
|
|
Interest expense
|
|
(54
|
)
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
||||
Foreign currency collars
|
|
Other gains and (losses)
|
|
—
|
|
|
25
|
|
|
7
|
|
|
(21
|
)
|
||||
Foreign currency forward contracts
|
|
Other gains and (losses)
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
||||
Total
|
|
|
|
$
|
(1,306
|
)
|
|
$
|
580
|
|
|
$
|
(1,717
|
)
|
|
$
|
595
|
|
Interest Rate Derivatives
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at
June 30, 2019 (a) |
||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
|
8
|
|
112,709
|
|
USD
|
|
$
|
(3,347
|
)
|
Interest rate swaps
|
|
3
|
|
64,281
|
|
EUR
|
|
(2,227
|
)
|
|
Interest rate caps
|
|
5
|
|
155,647
|
|
EUR
|
|
2
|
|
|
Interest rate cap
|
|
1
|
|
6,394
|
|
GBP
|
|
1
|
|
|
Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swap (b)
|
|
1
|
|
4,667
|
|
EUR
|
|
(131
|
)
|
|
|
|
|
|
|
|
|
$
|
(5,702
|
)
|
(a)
|
Fair value amounts are based on the exchange rate of the euro or British pound sterling at June 30, 2019, as applicable.
|
(b)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
Foreign Currency Derivatives
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at
June 30, 2019
|
||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
23
|
|
61,543
|
|
EUR
|
|
$
|
17,114
|
|
Foreign currency collars
|
|
73
|
|
238,450
|
|
EUR
|
|
5,910
|
|
|
Foreign currency collars
|
|
62
|
|
48,000
|
|
GBP
|
|
4,837
|
|
|
Foreign currency forward contracts
|
|
3
|
|
2,187
|
|
NOK
|
|
45
|
|
|
Foreign currency collars
|
|
3
|
|
2,000
|
|
NOK
|
|
(1
|
)
|
|
Designated as Net Investment Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contract
|
|
1
|
|
2,468
|
|
NOK
|
|
50
|
|
|
Foreign currency collar
|
|
1
|
|
2,500
|
|
NOK
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
$
|
27,954
|
|
|
|
Interest Rate at
June 30, 2019 (a) |
|
Maturity Date at June 30, 2019
|
|
Principal Outstanding Balance at
|
||||||
Senior Unsecured Credit Facility
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||
Unsecured Revolving Credit Facility:
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured Revolving Credit Facility — borrowing in euros (b)
|
|
EURIBOR + 1.00%
|
|
2/22/2021
|
|
$
|
88,764
|
|
|
$
|
69,273
|
|
Unsecured Revolving Credit Facility — borrowing in Japanese yen
|
|
JPY LIBOR + 1.00%
|
|
2/22/2021
|
|
22,463
|
|
|
22,290
|
|
||
|
|
|
|
|
|
$
|
111,227
|
|
|
$
|
91,563
|
|
(a)
|
The applicable interest rate at June 30, 2019 was based on the credit rating for our Senior Unsecured Notes of BBB/Baa2.
|
(b)
|
EURIBOR means Euro Interbank Offered Rate.
|
|
|
|
|
|
|
|
|
Original Issue Discount
|
|
Effective Interest Rate
|
|
|
|
|
|
Principal Outstanding Balance at
|
|||||||||||||
Senior Unsecured Notes, net (a)
|
|
Issue Date
|
|
Principal Amount
|
|
Price of Par Value
|
|
|
|
Coupon Rate
|
|
Maturity Date
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||||||
2.0% Senior Notes due 2023
|
|
1/21/2015
|
|
€
|
500.0
|
|
|
99.220
|
%
|
|
$
|
4.6
|
|
|
2.107
|
%
|
|
2.0
|
%
|
|
1/20/2023
|
|
$
|
569.0
|
|
|
$
|
572.5
|
|
4.6% Senior Notes due 2024
|
|
3/14/2014
|
|
$
|
500.0
|
|
|
99.639
|
%
|
|
$
|
1.8
|
|
|
4.645
|
%
|
|
4.6
|
%
|
|
4/1/2024
|
|
500.0
|
|
|
500.0
|
|
||
2.25% Senior Notes due 2024
|
|
1/19/2017
|
|
€
|
500.0
|
|
|
99.448
|
%
|
|
$
|
2.9
|
|
|
2.332
|
%
|
|
2.25
|
%
|
|
7/19/2024
|
|
569.0
|
|
|
572.5
|
|
||
4.0% Senior Notes due 2025
|
|
1/26/2015
|
|
$
|
450.0
|
|
|
99.372
|
%
|
|
$
|
2.8
|
|
|
4.077
|
%
|
|
4.0
|
%
|
|
2/1/2025
|
|
450.0
|
|
|
450.0
|
|
||
2.250% Senior Notes due 2026
|
|
10/9/2018
|
|
€
|
500.0
|
|
|
99.252
|
%
|
|
$
|
4.3
|
|
|
2.361
|
%
|
|
2.250
|
%
|
|
4/9/2026
|
|
569.0
|
|
|
572.5
|
|
||
4.25% Senior Notes due 2026
|
|
9/12/2016
|
|
$
|
350.0
|
|
|
99.682
|
%
|
|
$
|
1.1
|
|
|
4.290
|
%
|
|
4.25
|
%
|
|
10/1/2026
|
|
350.0
|
|
|
350.0
|
|
||
2.125% Senior Notes due 2027
|
|
3/6/2018
|
|
€
|
500.0
|
|
|
99.324
|
%
|
|
$
|
4.2
|
|
|
2.208
|
%
|
|
2.125
|
%
|
|
4/15/2027
|
|
569.0
|
|
|
572.5
|
|
||
3.850% Senior Notes due 2029
|
|
6/14/2019
|
|
$
|
325.0
|
|
|
98.876
|
%
|
|
$
|
3.7
|
|
|
3.986
|
%
|
|
3.850
|
%
|
|
7/15/2029
|
|
325.0
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,901.0
|
|
|
$
|
3,590.0
|
|
(a)
|
Aggregate balance excludes unamortized deferred financing costs totaling $21.0 million and $19.7 million, and unamortized discount totaling $18.1 million and $15.8 million, at June 30, 2019 and December 31, 2018, respectively.
|
Years Ending December 31,
|
|
Total (a)
|
||
2019 (remainder)
|
|
$
|
58,984
|
|
2020
|
|
446,277
|
|
|
2021
|
|
615,966
|
|
|
2022
|
|
539,632
|
|
|
2023
|
|
927,234
|
|
|
Thereafter through 2031
|
|
3,649,226
|
|
|
Total principal payments
|
|
6,237,319
|
|
|
Unamortized discount, net (b)
|
|
(38,655
|
)
|
|
Unamortized deferred financing costs
|
|
(21,653
|
)
|
|
Total
|
|
$
|
6,177,011
|
|
(a)
|
Certain amounts are based on the applicable foreign currency exchange rate at June 30, 2019.
|
(b)
|
Represents the unamortized discount, net, of $20.6 million in aggregate primarily resulting from the assumption of property-level debt in connection with business combinations, including the CPA:17 Merger (Note 3), and the unamortized discount on the Senior Unsecured Notes of $18.1 million in aggregate.
|
|
RSA and RSU Awards
|
|
PSU Awards
|
||||||||||
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
||||||
Nonvested at January 1, 2019
|
277,002
|
|
|
$
|
62.41
|
|
|
331,216
|
|
|
$
|
78.82
|
|
Granted (a)
|
132,743
|
|
|
69.86
|
|
|
84,006
|
|
|
92.16
|
|
||
Vested (b)
|
(137,873
|
)
|
|
61.72
|
|
|
(403,701
|
)
|
|
74.04
|
|
||
Forfeited
|
(1,889
|
)
|
|
64.63
|
|
|
—
|
|
|
—
|
|
||
Adjustment (c)
|
—
|
|
|
—
|
|
|
301,426
|
|
|
77.95
|
|
||
Nonvested at June 30, 2019 (d)
|
269,983
|
|
|
$
|
66.41
|
|
|
312,947
|
|
|
$
|
81.17
|
|
(a)
|
The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on a one-for-one basis. The grant date fair value of PSUs was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of our future stock price over the three-year performance period and (ii) future financial performance projections. To estimate the fair value of PSUs granted during the six months ended June 30, 2019, we used a risk-free interest rate of 2.5%, an expected volatility rate of 15.8%, and assumed a dividend yield of zero.
|
(b)
|
The grant date fair value of shares vested during the six months ended June 30, 2019 was $38.4 million. Employees have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date pursuant to previously made deferral elections. At June 30, 2019 and December 31, 2018, we had an obligation to issue 893,713 and 867,871 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of $37.3 million and $35.8 million, respectively.
|
(c)
|
Vesting and payment of the PSUs is conditioned upon certain company and/or market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. As a result, we recorded adjustments at June 30, 2019 to reflect the number of shares expected to be issued when the PSUs vest.
|
(d)
|
At June 30, 2019, total unrecognized compensation expense related to these awards was approximately $28.2 million, with an aggregate weighted-average remaining term of 2.1 years.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
75,681
|
|
|
$
|
134,532
|
|
|
$
|
140,955
|
|
Net income attributable to nonvested participating RSUs
|
(17
|
)
|
|
(97
|
)
|
|
(35
|
)
|
|
(180
|
)
|
||||
Net income — basic and diluted
|
$
|
66,021
|
|
|
$
|
75,584
|
|
|
$
|
134,497
|
|
|
$
|
140,775
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding — basic
|
171,304,112
|
|
|
108,059,394
|
|
|
169,280,360
|
|
|
108,058,671
|
|
||||
Effect of dilutive securities
|
186,513
|
|
|
175,540
|
|
|
240,148
|
|
|
184,392
|
|
||||
Weighted-average shares outstanding — diluted
|
171,490,625
|
|
|
108,234,934
|
|
|
169,520,508
|
|
|
108,243,063
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
16,051
|
|
|
$
|
(269,264
|
)
|
|
$
|
530
|
|
|
$
|
(252,683
|
)
|
Other comprehensive loss before reclassifications
|
(1,548
|
)
|
|
(4,187
|
)
|
|
(541
|
)
|
|
(6,276
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(3,405
|
)
|
|
—
|
|
|
—
|
|
|
(3,405
|
)
|
||||
Interest expense
|
1,547
|
|
|
—
|
|
|
—
|
|
|
1,547
|
|
||||
Total
|
(1,858
|
)
|
|
—
|
|
|
—
|
|
|
(1,858
|
)
|
||||
Net current period other comprehensive loss
|
(3,406
|
)
|
|
(4,187
|
)
|
|
(541
|
)
|
|
(8,134
|
)
|
||||
Ending balance
|
$
|
12,645
|
|
|
$
|
(273,451
|
)
|
|
$
|
(11
|
)
|
|
$
|
(260,817
|
)
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
783
|
|
|
$
|
(230,288
|
)
|
|
$
|
267
|
|
|
$
|
(229,238
|
)
|
Other comprehensive loss before reclassifications
|
15,822
|
|
|
(39,815
|
)
|
|
(58
|
)
|
|
(24,051
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(1,789
|
)
|
|
—
|
|
|
—
|
|
|
(1,789
|
)
|
||||
Interest expense
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Total
|
(1,749
|
)
|
|
—
|
|
|
—
|
|
|
(1,749
|
)
|
||||
Net current period other comprehensive loss
|
14,073
|
|
|
(39,815
|
)
|
|
(58
|
)
|
|
(25,800
|
)
|
||||
Net current period other comprehensive loss attributable to noncontrolling interests
|
2
|
|
|
7,634
|
|
|
—
|
|
|
7,636
|
|
||||
Ending balance
|
$
|
14,858
|
|
|
$
|
(262,469
|
)
|
|
$
|
209
|
|
|
$
|
(247,402
|
)
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
14,102
|
|
|
$
|
(269,091
|
)
|
|
$
|
(7
|
)
|
|
$
|
(254,996
|
)
|
Other comprehensive income before reclassifications
|
3,856
|
|
|
(4,360
|
)
|
|
(4
|
)
|
|
(508
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(6,927
|
)
|
|
—
|
|
|
—
|
|
|
(6,927
|
)
|
||||
Interest expense
|
1,614
|
|
|
—
|
|
|
—
|
|
|
1,614
|
|
||||
Total
|
(5,313
|
)
|
|
—
|
|
|
—
|
|
|
(5,313
|
)
|
||||
Net current period other comprehensive loss
|
(1,457
|
)
|
|
(4,360
|
)
|
|
(4
|
)
|
|
(5,821
|
)
|
||||
Ending balance
|
$
|
12,645
|
|
|
$
|
(273,451
|
)
|
|
$
|
(11
|
)
|
|
$
|
(260,817
|
)
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
Gains and (Losses) on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and (Losses) on Investments
|
|
Total
|
||||||||
Beginning balance
|
$
|
9,172
|
|
|
$
|
(245,022
|
)
|
|
$
|
(161
|
)
|
|
$
|
(236,011
|
)
|
Other comprehensive loss before reclassifications
|
8,808
|
|
|
(21,299
|
)
|
|
370
|
|
|
(12,121
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss to:
|
|
|
|
|
|
|
|
||||||||
Other gains and (losses)
|
(3,378
|
)
|
|
—
|
|
|
—
|
|
|
(3,378
|
)
|
||||
Interest expense
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
||||
Total
|
(3,127
|
)
|
|
—
|
|
|
—
|
|
|
(3,127
|
)
|
||||
Net current period other comprehensive loss
|
5,681
|
|
|
(21,299
|
)
|
|
370
|
|
|
(15,248
|
)
|
||||
Net current period other comprehensive loss attributable to noncontrolling interests
|
5
|
|
|
3,852
|
|
|
—
|
|
|
3,857
|
|
||||
Ending balance
|
$
|
14,858
|
|
|
$
|
(262,469
|
)
|
|
$
|
209
|
|
|
$
|
(247,402
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Lease revenues
|
$
|
269,802
|
|
|
$
|
168,367
|
|
|
$
|
532,741
|
|
|
$
|
337,799
|
|
Operating property revenues (a)
|
15,436
|
|
|
4,865
|
|
|
31,432
|
|
|
12,083
|
|
||||
Lease termination income and other
|
6,304
|
|
|
680
|
|
|
9,574
|
|
|
1,622
|
|
||||
|
291,542
|
|
|
173,912
|
|
|
573,747
|
|
|
351,504
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
112,666
|
|
|
63,374
|
|
|
224,079
|
|
|
128,294
|
|
||||
General and administrative
|
15,001
|
|
|
10,599
|
|
|
30,189
|
|
|
22,664
|
|
||||
Reimbursable tenant costs
|
13,917
|
|
|
5,733
|
|
|
27,088
|
|
|
11,952
|
|
||||
Operating property expenses
|
10,874
|
|
|
3,581
|
|
|
21,468
|
|
|
9,251
|
|
||||
Property expenses, excluding reimbursable tenant costs
|
9,915
|
|
|
5,327
|
|
|
19,827
|
|
|
9,556
|
|
||||
Stock-based compensation expense
|
3,482
|
|
|
1,990
|
|
|
6,282
|
|
|
6,296
|
|
||||
Merger and other expenses
|
696
|
|
|
2,692
|
|
|
842
|
|
|
2,655
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,790
|
|
||||
|
166,551
|
|
|
93,296
|
|
|
329,775
|
|
|
195,458
|
|
||||
Other Income and Expenses
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(59,719
|
)
|
|
(41,311
|
)
|
|
(121,032
|
)
|
|
(79,385
|
)
|
||||
Other gains and (losses)
|
(1,362
|
)
|
|
9,630
|
|
|
(392
|
)
|
|
6,743
|
|
||||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
11,912
|
|
|
571
|
|
|
18,644
|
|
||||
Equity in earnings of equity method investments in real estate
|
230
|
|
|
3,529
|
|
|
152
|
|
|
6,887
|
|
||||
|
(61,213
|
)
|
|
(16,240
|
)
|
|
(120,701
|
)
|
|
(47,111
|
)
|
||||
Income before income taxes
|
63,778
|
|
|
64,376
|
|
|
123,271
|
|
|
108,935
|
|
||||
(Provision for) benefit from income taxes
|
(3,019
|
)
|
|
(1,317
|
)
|
|
(9,178
|
)
|
|
2,216
|
|
||||
Net Income from Real Estate
|
60,759
|
|
|
63,059
|
|
|
114,093
|
|
|
111,151
|
|
||||
Net loss (income) attributable to noncontrolling interests
|
9
|
|
|
(3,743
|
)
|
|
83
|
|
|
(6,535
|
)
|
||||
Net Income from Real Estate Attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
59,316
|
|
|
$
|
114,176
|
|
|
$
|
104,616
|
|
(a)
|
Operating property revenues from our hotels include (i) $0.9 million and $4.8 million for the three and six months ended June 30, 2018, respectively, generated from a hotel in Memphis, Tennessee, which was sold in April 2018, (ii) $4.1 million and $4.0 million for the three months ended June 30, 2019 and 2018, respectively, and $7.5 million and $7.2 million for the six months ended June 30, 2019 and 2018, respectively, generated from a hotel in Bloomington, Minnesota, and (iii) $3.7 million and $6.6 million for the three and six months ended June 30, 2019, respectively, generated from a hotel in Miami, Florida, which was acquired in the CPA:17 Merger and was classified as held for sale as of June 30, 2019 (Note 4).
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Asset management revenue
|
$
|
9,790
|
|
|
$
|
17,268
|
|
|
$
|
19,522
|
|
|
$
|
34,253
|
|
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
7,689
|
|
|
10,841
|
|
||||
Structuring and other advisory revenue
|
58
|
|
|
4,426
|
|
|
2,576
|
|
|
6,355
|
|
||||
|
13,669
|
|
|
27,231
|
|
|
29,787
|
|
|
51,449
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
4,728
|
|
|
5,843
|
|
|
10,825
|
|
|
12,361
|
|
||||
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
7,689
|
|
|
10,841
|
|
||||
Subadvisor fees
|
1,650
|
|
|
1,855
|
|
|
3,852
|
|
|
3,887
|
|
||||
Stock-based compensation expense
|
1,454
|
|
|
1,708
|
|
|
2,819
|
|
|
5,621
|
|
||||
Depreciation and amortization
|
966
|
|
|
963
|
|
|
1,932
|
|
|
2,000
|
|
||||
|
12,619
|
|
|
15,906
|
|
|
27,117
|
|
|
34,710
|
|
||||
Other Income and Expenses
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of equity method investments in the Managed Programs
|
3,721
|
|
|
9,029
|
|
|
9,290
|
|
|
20,996
|
|
||||
Other gains and (losses)
|
691
|
|
|
956
|
|
|
676
|
|
|
1,080
|
|
||||
|
4,412
|
|
|
9,985
|
|
|
9,966
|
|
|
22,076
|
|
||||
Income before income taxes
|
5,462
|
|
|
21,310
|
|
|
12,636
|
|
|
38,815
|
|
||||
(Provision for) benefit from income taxes
|
(100
|
)
|
|
(4,945
|
)
|
|
8,188
|
|
|
(2,476
|
)
|
||||
Net Income from Investment Management
|
5,362
|
|
|
16,365
|
|
|
20,824
|
|
|
36,339
|
|
||||
Net income attributable to noncontrolling interests
|
(92
|
)
|
|
—
|
|
|
(468
|
)
|
|
—
|
|
||||
Net Income from Investment Management Attributable to W. P. Carey
|
$
|
5,270
|
|
|
$
|
16,365
|
|
|
$
|
20,356
|
|
|
$
|
36,339
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
305,211
|
|
|
$
|
201,143
|
|
|
$
|
603,534
|
|
|
$
|
402,953
|
|
Operating expenses
|
179,170
|
|
|
109,202
|
|
|
356,892
|
|
|
230,168
|
|
||||
Other income and (expenses)
|
(56,801
|
)
|
|
(6,255
|
)
|
|
(110,735
|
)
|
|
(25,035
|
)
|
||||
Provision for income taxes
|
(3,119
|
)
|
|
(6,262
|
)
|
|
(990
|
)
|
|
(260
|
)
|
||||
Net income attributable to noncontrolling interests
|
(83
|
)
|
|
(3,743
|
)
|
|
(385
|
)
|
|
(6,535
|
)
|
||||
Net income attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
75,681
|
|
|
$
|
134,532
|
|
|
$
|
140,955
|
|
|
Total Assets at
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Real Estate
|
$
|
13,932,956
|
|
|
$
|
13,941,963
|
|
Investment Management
|
259,051
|
|
|
241,076
|
|
||
Total Company
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
•
|
•
|
We completed four construction projects at a cost totaling $79.4 million. Construction projects include build-to-suit and expansion projects (Note 4).
|
•
|
We committed to fund an aggregate of $17.7 million (based on the exchange rate of the euro at June 30, 2019) for a build-to-suit project in Katowice, Poland. We currently expect to complete the project in the fourth quarter of 2019 (Note 4).
|
•
|
We entered into net lease agreements for certain self-storage properties previously classified as operating properties. As a result, in June 2019, we reclassified 22 consolidated self-storage properties with an aggregate carrying value of $182.7 million from Land, buildings and improvements attributable to operating properties to Land, buildings and improvements subject to operating leases. Effective as of that time, we began recognizing lease revenues from these properties, whereas previously we recognized operating property revenues and expenses from these properties. On August 1, 2019, five additional consolidated self-storage properties were converted from operating properties to net-lease properties (Note 4).
|
•
|
We restructured the leases with a tenant on a portfolio of grocery store and warehouse properties in Croatia. For 19 properties, we reached agreements on new rents, reducing contractual rents, but increasing total contractual minimum annualized base rent (“ABR”) from $10.2 million to $15.4 million. We extended the lease terms on these properties by a weighted average of three years. We also agreed to a payment plan to collect approximately 50% of unpaid back rents plus value-added tax, which will be paid in ten monthly installments of €1.0 million each (equivalent to approximately $1.1 million) starting in July 2019.
|
•
|
On June 14, 2019, we completed an underwritten public offering of $325.0 million of 3.850% Senior Notes due 2029, at a price of 98.876% of par value. These 3.850% Senior Notes due 2029 have a 10.1-year term and are scheduled to mature on July 15, 2029 (Note 10).
|
•
|
We issued 5,169,840 shares of our common stock under our ATM Program at a weighted-average price of $77.06 per share for net proceeds of $392.1 million (Note 12). Proceeds from issuances of common stock under our ATM Program during the six months ended June 30, 2019 were used primarily to prepay certain non-recourse mortgage loans (as described below and in Note 10) and to fund acquisitions.
|
•
|
We reduced our mortgage debt outstanding by prepaying or repaying at maturity a total of $512.2 million of non-recourse mortgage loans with a weighted-average interest rate of 5.1% (Note 10).
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues from Real Estate
|
$
|
291,542
|
|
|
$
|
173,912
|
|
|
$
|
573,747
|
|
|
$
|
351,504
|
|
Revenues from Investment Management
|
13,669
|
|
|
27,231
|
|
|
29,787
|
|
|
51,449
|
|
||||
Total revenues
|
305,211
|
|
|
201,143
|
|
|
603,534
|
|
|
402,953
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income from Real Estate attributable to W. P. Carey
|
60,768
|
|
|
59,316
|
|
|
114,176
|
|
|
104,616
|
|
||||
Net income from Investment Management attributable to W. P. Carey
|
5,270
|
|
|
16,365
|
|
|
20,356
|
|
|
36,339
|
|
||||
Net income attributable to W. P. Carey
|
66,038
|
|
|
75,681
|
|
|
134,532
|
|
|
140,955
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
177,741
|
|
|
110,448
|
|
|
353,960
|
|
|
220,398
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
|
|
|
|
328,160
|
|
|
228,914
|
|
||||||
Net cash used in investing activities
|
|
|
|
|
(307,355
|
)
|
|
(211,447
|
)
|
||||||
Net cash used in financing activities
|
|
|
|
|
(181,651
|
)
|
|
(58,333
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
Supplemental financial measures (a):
|
|
|
|
|
|
|
|
||||||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Real Estate
|
199,824
|
|
|
116,462
|
|
|
388,146
|
|
|
231,396
|
|
||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Investment Management
|
8,641
|
|
|
26,137
|
|
|
22,086
|
|
|
49,573
|
|
||||
Adjusted funds from operations attributable to W. P. Carey (AFFO)
|
208,465
|
|
|
142,599
|
|
|
410,232
|
|
|
280,969
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted weighted-average shares outstanding (b)
|
171,490,625
|
|
|
108,234,934
|
|
|
169,520,508
|
|
|
108,243,063
|
|
(a)
|
We consider AFFO, a supplemental measure that is not defined by GAAP (a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
|
(b)
|
Amounts for the three and six months ended June 30, 2019 reflect the dilutive impact of the 53,849,087 shares of our common stock issued to stockholders of CPA:17 – Global in connection with the CPA:17 Merger on October 31, 2018 (Note 3).
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Number of net-leased properties
|
1,198
|
|
|
1,163
|
|
||
Number of operating properties (a)
|
26
|
|
|
48
|
|
||
Number of tenants (net-leased properties)
|
320
|
|
|
304
|
|
||
Total square footage (net-leased properties, in thousands)
|
136,579
|
|
|
130,956
|
|
||
Occupancy (net-leased properties)
|
98.2
|
%
|
|
98.3
|
%
|
||
Weighted-average lease term (net-leased properties, in years)
|
10.4
|
|
|
10.2
|
|
||
Number of countries
|
25
|
|
|
25
|
|
||
Total assets (in thousands)
|
$
|
14,192,007
|
|
|
$
|
14,183,039
|
|
Net investments in real estate (in thousands)
|
12,090,558
|
|
|
11,928,854
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Acquisition volume (in millions)
|
$
|
308.0
|
|
|
$
|
357.3
|
|
Construction projects completed (in millions)
|
79.4
|
|
|
38.2
|
|
||
Average U.S. dollar/euro exchange rate
|
1.1297
|
|
|
1.2108
|
|
||
Average U.S. dollar/British pound sterling exchange rate
|
1.2931
|
|
|
1.3764
|
|
||
Change in the U.S. CPI (b)
|
1.9
|
%
|
|
2.2
|
%
|
||
Change in the Germany CPI (b)
|
1.4
|
%
|
|
0.6
|
%
|
||
Change in the Poland CPI (b)
|
2.1
|
%
|
|
0.8
|
%
|
||
Change in the Netherlands CPI (b)
|
1.8
|
%
|
|
1.1
|
%
|
||
Change in the Spain CPI (b)
|
0.4
|
%
|
|
1.2
|
%
|
(a)
|
At June 30, 2019, operating properties consisted of 24 self-storage properties (of which we consolidated 15, with an average occupancy of 92.1% as of June 30, 2019) and two hotel properties, with an average occupancy of 80.9% for the six months ended June 30, 2019. At December 31, 2018, operating properties consisted of 46 self-storage properties (of which we consolidated 37) and two hotel properties. During the six months ended June 30, 2019, we reclassified 22 consolidated self-storage properties from Land, buildings and improvements attributable to operating properties to Land, buildings and improvements subject to operating leases (Note 4).
|
(b)
|
Many of our lease agreements include contractual increases indexed to changes in the U.S. CPI or similar indices in the jurisdictions in which the properties are located.
|
Tenant/Lease Guarantor
|
|
Description
|
|
Number of Properties
|
|
ABR
|
|
ABR Percent
|
|
Weighted-Average Lease Term (Years)
|
|||||
U-Haul Moving Partners Inc. and Mercury Partners, LP
|
|
Net lease self-storage properties in the U.S.
|
|
78
|
|
|
$
|
36,008
|
|
|
3.2
|
%
|
|
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
|
|
|
|
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 (Note 5).
|
(c)
|
Of the 27 properties leased to Forterra, Inc., 25 are located in the United States and two are located in Canada.
|
Region
|
|
ABR
|
|
ABR Percent
|
|
Square Footage (a)
|
|
Square Footage Percent
|
|||||
United States
|
|
|
|
|
|
|
|
|
|||||
South
|
|
|
|
|
|
|
|
|
|||||
Texas
|
|
$
|
94,822
|
|
|
8.5
|
%
|
|
10,948
|
|
|
8.0
|
%
|
Florida
|
|
45,660
|
|
|
4.1
|
%
|
|
4,060
|
|
|
3.0
|
%
|
|
Georgia
|
|
28,430
|
|
|
2.5
|
%
|
|
4,024
|
|
|
2.9
|
%
|
|
Tennessee
|
|
16,174
|
|
|
1.4
|
%
|
|
2,445
|
|
|
1.8
|
%
|
|
Alabama
|
|
13,989
|
|
|
1.3
|
%
|
|
2,259
|
|
|
1.7
|
%
|
|
Other (b)
|
|
12,334
|
|
|
1.1
|
%
|
|
2,252
|
|
|
1.6
|
%
|
|
Total South
|
|
211,409
|
|
|
18.9
|
%
|
|
25,988
|
|
|
19.0
|
%
|
|
East
|
|
|
|
|
|
|
|
|
|||||
New York
|
|
34,920
|
|
|
3.1
|
%
|
|
1,770
|
|
|
1.3
|
%
|
|
North Carolina
|
|
32,253
|
|
|
2.9
|
%
|
|
7,023
|
|
|
5.2
|
%
|
|
Massachusetts
|
|
20,970
|
|
|
1.9
|
%
|
|
1,397
|
|
|
1.0
|
%
|
|
Pennsylvania
|
|
20,701
|
|
|
1.9
|
%
|
|
3,054
|
|
|
2.2
|
%
|
|
New Jersey
|
|
19,174
|
|
|
1.7
|
%
|
|
1,100
|
|
|
0.8
|
%
|
|
South Carolina
|
|
15,125
|
|
|
1.4
|
%
|
|
4,158
|
|
|
3.1
|
%
|
|
Virginia
|
|
13,250
|
|
|
1.2
|
%
|
|
1,430
|
|
|
1.0
|
%
|
|
Other (b)
|
|
33,326
|
|
|
3.0
|
%
|
|
6,594
|
|
|
4.8
|
%
|
|
Total East
|
|
189,719
|
|
|
17.1
|
%
|
|
26,526
|
|
|
19.4
|
%
|
|
Midwest
|
|
|
|
|
|
|
|
|
|||||
Illinois
|
|
50,078
|
|
|
4.5
|
%
|
|
5,931
|
|
|
4.3
|
%
|
|
Minnesota
|
|
25,584
|
|
|
2.3
|
%
|
|
2,451
|
|
|
1.8
|
%
|
|
Indiana
|
|
17,836
|
|
|
1.6
|
%
|
|
2,827
|
|
|
2.1
|
%
|
|
Ohio
|
|
14,179
|
|
|
1.3
|
%
|
|
3,102
|
|
|
2.3
|
%
|
|
Wisconsin
|
|
13,409
|
|
|
1.2
|
%
|
|
3,125
|
|
|
2.3
|
%
|
|
Michigan
|
|
13,119
|
|
|
1.2
|
%
|
|
2,073
|
|
|
1.5
|
%
|
|
Other (b)
|
|
26,396
|
|
|
2.3
|
%
|
|
4,806
|
|
|
3.5
|
%
|
|
Total Midwest
|
|
160,601
|
|
|
14.4
|
%
|
|
24,315
|
|
|
17.8
|
%
|
|
West
|
|
|
|
|
|
|
|
|
|||||
California
|
|
60,021
|
|
|
5.4
|
%
|
|
5,162
|
|
|
3.8
|
%
|
|
Arizona
|
|
36,895
|
|
|
3.3
|
%
|
|
3,652
|
|
|
2.7
|
%
|
|
Colorado
|
|
11,190
|
|
|
1.0
|
%
|
|
1,008
|
|
|
0.7
|
%
|
|
Other (b)
|
|
43,827
|
|
|
3.9
|
%
|
|
4,210
|
|
|
3.1
|
%
|
|
Total West
|
|
151,933
|
|
|
13.6
|
%
|
|
14,032
|
|
|
10.3
|
%
|
|
United States Total
|
|
713,662
|
|
|
64.0
|
%
|
|
90,861
|
|
|
66.5
|
%
|
|
International
|
|
|
|
|
|
|
|
|
|||||
Germany
|
|
65,246
|
|
|
5.9
|
%
|
|
6,970
|
|
|
5.1
|
%
|
|
Poland
|
|
51,418
|
|
|
4.6
|
%
|
|
7,093
|
|
|
5.2
|
%
|
|
The Netherlands
|
|
49,647
|
|
|
4.4
|
%
|
|
6,659
|
|
|
4.9
|
%
|
|
Spain
|
|
49,580
|
|
|
4.4
|
%
|
|
4,226
|
|
|
3.1
|
%
|
|
United Kingdom
|
|
38,383
|
|
|
3.5
|
%
|
|
2,924
|
|
|
2.2
|
%
|
|
Italy
|
|
25,841
|
|
|
2.3
|
%
|
|
2,386
|
|
|
1.7
|
%
|
|
Croatia
|
|
16,525
|
|
|
1.5
|
%
|
|
1,860
|
|
|
1.4
|
%
|
|
France
|
|
15,963
|
|
|
1.4
|
%
|
|
1,429
|
|
|
1.0
|
%
|
|
Denmark
|
|
12,246
|
|
|
1.1
|
%
|
|
1,987
|
|
|
1.5
|
%
|
|
Finland
|
|
11,484
|
|
|
1.0
|
%
|
|
949
|
|
|
0.7
|
%
|
|
Canada
|
|
11,434
|
|
|
1.0
|
%
|
|
1,817
|
|
|
1.3
|
%
|
|
Other (c)
|
|
54,392
|
|
|
4.9
|
%
|
|
7,418
|
|
|
5.4
|
%
|
|
International Total
|
|
402,159
|
|
|
36.0
|
%
|
|
45,718
|
|
|
33.5
|
%
|
|
Total
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
Property Type
|
|
ABR
|
|
ABR Percent
|
|
Square Footage (a)
|
|
Square Footage Percent
|
|||||
Office
|
|
$
|
277,870
|
|
|
24.9
|
%
|
|
17,376
|
|
|
12.7
|
%
|
Industrial
|
|
261,157
|
|
|
23.4
|
%
|
|
45,771
|
|
|
33.5
|
%
|
|
Warehouse
|
|
229,030
|
|
|
20.5
|
%
|
|
43,571
|
|
|
31.9
|
%
|
|
Retail (d)
|
|
195,939
|
|
|
17.6
|
%
|
|
18,669
|
|
|
13.7
|
%
|
|
Self Storage (net lease)
|
|
49,627
|
|
|
4.4
|
%
|
|
5,476
|
|
|
4.0
|
%
|
|
Other (e)
|
|
102,198
|
|
|
9.2
|
%
|
|
5,716
|
|
|
4.2
|
%
|
|
Total
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
(a)
|
Includes square footage for any vacant properties.
|
(b)
|
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.
|
(c)
|
Includes assets in Lithuania, Norway, Hungary, Mexico, Austria, Portugal, Japan, the Czech Republic, Slovakia, Latvia, Sweden, Belgium, and Estonia.
|
(d)
|
Includes automotive dealerships.
|
(e)
|
Includes ABR from tenants within the following property types: education facility, hotel (net lease), fitness facility, laboratory, theater, and student housing (net lease).
|
Industry Type
|
|
ABR
|
|
ABR Percent
|
|
Square Footage
|
|
Square Footage Percent
|
|||||
Retail Stores (a)
|
|
$
|
226,504
|
|
|
20.3
|
%
|
|
30,004
|
|
|
22.0
|
%
|
Consumer Services
|
|
105,430
|
|
|
9.4
|
%
|
|
8,165
|
|
|
6.0
|
%
|
|
Automotive
|
|
69,435
|
|
|
6.2
|
%
|
|
11,822
|
|
|
8.7
|
%
|
|
Cargo Transportation
|
|
60,557
|
|
|
5.4
|
%
|
|
9,650
|
|
|
7.1
|
%
|
|
Grocery
|
|
57,600
|
|
|
5.2
|
%
|
|
6,628
|
|
|
4.9
|
%
|
|
Business Services
|
|
57,500
|
|
|
5.2
|
%
|
|
5,076
|
|
|
3.7
|
%
|
|
Healthcare and Pharmaceuticals
|
|
49,112
|
|
|
4.4
|
%
|
|
3,923
|
|
|
2.9
|
%
|
|
Hotel, Gaming, and Leisure
|
|
43,554
|
|
|
3.9
|
%
|
|
2,423
|
|
|
1.8
|
%
|
|
Media: Advertising, Printing, and Publishing
|
|
42,673
|
|
|
3.8
|
%
|
|
2,147
|
|
|
1.6
|
%
|
|
Sovereign and Public Finance
|
|
41,709
|
|
|
3.7
|
%
|
|
3,364
|
|
|
2.4
|
%
|
|
Construction and Building
|
|
41,604
|
|
|
3.7
|
%
|
|
7,673
|
|
|
5.6
|
%
|
|
Capital Equipment
|
|
39,206
|
|
|
3.5
|
%
|
|
6,550
|
|
|
4.8
|
%
|
|
Beverage, Food, and Tobacco
|
|
37,122
|
|
|
3.3
|
%
|
|
4,844
|
|
|
3.5
|
%
|
|
Containers, Packaging, and Glass
|
|
36,227
|
|
|
3.2
|
%
|
|
6,527
|
|
|
4.8
|
%
|
|
High Tech Industries
|
|
27,444
|
|
|
2.5
|
%
|
|
2,921
|
|
|
2.1
|
%
|
|
Insurance
|
|
24,658
|
|
|
2.2
|
%
|
|
1,759
|
|
|
1.3
|
%
|
|
Banking
|
|
19,269
|
|
|
1.7
|
%
|
|
1,247
|
|
|
0.9
|
%
|
|
Telecommunications
|
|
18,915
|
|
|
1.7
|
%
|
|
1,736
|
|
|
1.3
|
%
|
|
Durable Consumer Goods
|
|
18,511
|
|
|
1.7
|
%
|
|
4,265
|
|
|
3.1
|
%
|
|
Non-Durable Consumer Goods
|
|
18,328
|
|
|
1.7
|
%
|
|
5,032
|
|
|
3.7
|
%
|
|
Aerospace and Defense
|
|
13,397
|
|
|
1.2
|
%
|
|
1,279
|
|
|
0.9
|
%
|
|
Media: Broadcasting and Subscription
|
|
12,857
|
|
|
1.2
|
%
|
|
784
|
|
|
0.6
|
%
|
|
Wholesale
|
|
12,846
|
|
|
1.2
|
%
|
|
2,005
|
|
|
1.4
|
%
|
|
Chemicals, Plastics, and Rubber
|
|
11,909
|
|
|
1.1
|
%
|
|
1,403
|
|
|
1.0
|
%
|
|
Other (b)
|
|
29,454
|
|
|
2.6
|
%
|
|
5,352
|
|
|
3.9
|
%
|
|
Total
|
|
$
|
1,115,821
|
|
|
100.0
|
%
|
|
136,579
|
|
|
100.0
|
%
|
(a)
|
Includes automotive dealerships.
|
(b)
|
Includes ABR from tenants in the following industries: metals and mining, oil and gas, environmental industries, electricity, consumer transportation, forest products and paper, real estate, and finance. Also includes square footage for vacant properties.
|
Year of Lease Expiration (a)
|
|
Number of Leases Expiring
|
|
Number of Tenants with Leases Expiring
|
|
ABR
|
|
ABR Percent
|
|
Square
Footage |
|
Square Footage Percent
|
|||||||
Remaining 2019
|
|
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
|
|
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 (Note 5).
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Existing Net-Leased Properties
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
$
|
159,326
|
|
|
$
|
157,962
|
|
|
$
|
1,364
|
|
|
$
|
319,522
|
|
|
$
|
317,224
|
|
|
$
|
2,298
|
|
Depreciation and amortization
|
(55,741
|
)
|
|
(58,185
|
)
|
|
2,444
|
|
|
(111,809
|
)
|
|
(117,392
|
)
|
|
5,583
|
|
||||||
Reimbursable tenant costs
|
(6,050
|
)
|
|
(5,617
|
)
|
|
(433
|
)
|
|
(12,170
|
)
|
|
(11,314
|
)
|
|
(856
|
)
|
||||||
Property expenses
|
(4,712
|
)
|
|
(4,837
|
)
|
|
125
|
|
|
(9,042
|
)
|
|
(8,423
|
)
|
|
(619
|
)
|
||||||
Property level contribution
|
92,823
|
|
|
89,323
|
|
|
3,500
|
|
|
186,501
|
|
|
180,095
|
|
|
6,406
|
|
||||||
Net-Leased Properties Acquired in the CPA:17 Merger
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
90,160
|
|
|
—
|
|
|
90,160
|
|
|
176,109
|
|
|
—
|
|
|
176,109
|
|
||||||
Depreciation and amortization
|
(39,834
|
)
|
|
—
|
|
|
(39,834
|
)
|
|
(77,726
|
)
|
|
—
|
|
|
(77,726
|
)
|
||||||
Reimbursable tenant costs
|
(7,339
|
)
|
|
—
|
|
|
(7,339
|
)
|
|
(14,016
|
)
|
|
—
|
|
|
(14,016
|
)
|
||||||
Property expenses
|
(4,493
|
)
|
|
—
|
|
|
(4,493
|
)
|
|
(9,191
|
)
|
|
—
|
|
|
(9,191
|
)
|
||||||
Property level contribution
|
38,494
|
|
|
—
|
|
|
38,494
|
|
|
75,176
|
|
|
—
|
|
|
75,176
|
|
||||||
Recently Acquired Net-Leased Properties
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
20,314
|
|
|
2,562
|
|
|
17,752
|
|
|
36,946
|
|
|
2,853
|
|
|
34,093
|
|
||||||
Depreciation and amortization
|
(8,557
|
)
|
|
(900
|
)
|
|
(7,657
|
)
|
|
(15,661
|
)
|
|
(1,021
|
)
|
|
(14,640
|
)
|
||||||
Reimbursable tenant costs
|
(508
|
)
|
|
(28
|
)
|
|
(480
|
)
|
|
(882
|
)
|
|
(28
|
)
|
|
(854
|
)
|
||||||
Property expenses
|
(477
|
)
|
|
(11
|
)
|
|
(466
|
)
|
|
(998
|
)
|
|
(54
|
)
|
|
(944
|
)
|
||||||
Property level contribution
|
10,772
|
|
|
1,623
|
|
|
9,149
|
|
|
19,405
|
|
|
1,750
|
|
|
17,655
|
|
||||||
Existing Operating Property
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating property revenues
|
4,083
|
|
|
3,959
|
|
|
124
|
|
|
7,518
|
|
|
7,240
|
|
|
278
|
|
||||||
Depreciation and amortization
|
(379
|
)
|
|
(424
|
)
|
|
45
|
|
|
(758
|
)
|
|
(851
|
)
|
|
93
|
|
||||||
Operating property expenses
|
(3,034
|
)
|
|
(2,844
|
)
|
|
(190
|
)
|
|
(6,030
|
)
|
|
(5,575
|
)
|
|
(455
|
)
|
||||||
Property level contribution
|
670
|
|
|
691
|
|
|
(21
|
)
|
|
730
|
|
|
814
|
|
|
(84
|
)
|
||||||
Operating Properties Acquired in the CPA:17 Merger
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating property revenues
|
7,658
|
|
|
—
|
|
|
7,658
|
|
|
17,316
|
|
|
—
|
|
|
17,316
|
|
||||||
Depreciation and amortization
|
(7,210
|
)
|
|
—
|
|
|
(7,210
|
)
|
|
(16,250
|
)
|
|
—
|
|
|
(16,250
|
)
|
||||||
Operating property expenses
|
(3,365
|
)
|
|
—
|
|
|
(3,365
|
)
|
|
(7,057
|
)
|
|
—
|
|
|
(7,057
|
)
|
||||||
Property level contribution
|
(2,917
|
)
|
|
—
|
|
|
(2,917
|
)
|
|
(5,991
|
)
|
|
—
|
|
|
(5,991
|
)
|
||||||
Properties Sold or Held for Sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
2
|
|
|
7,843
|
|
|
(7,841
|
)
|
|
164
|
|
|
17,722
|
|
|
(17,558
|
)
|
||||||
Operating property revenues
|
3,695
|
|
|
906
|
|
|
2,789
|
|
|
6,598
|
|
|
4,843
|
|
|
1,755
|
|
||||||
Depreciation and amortization
|
(635
|
)
|
|
(3,541
|
)
|
|
2,906
|
|
|
(1,252
|
)
|
|
(8,381
|
)
|
|
7,129
|
|
||||||
Reimbursable tenant costs
|
(20
|
)
|
|
(88
|
)
|
|
68
|
|
|
(20
|
)
|
|
(610
|
)
|
|
590
|
|
||||||
Property expenses
|
(233
|
)
|
|
(479
|
)
|
|
246
|
|
|
(596
|
)
|
|
(1,079
|
)
|
|
483
|
|
||||||
Operating property expenses
|
(4,475
|
)
|
|
(737
|
)
|
|
(3,738
|
)
|
|
(8,381
|
)
|
|
(3,676
|
)
|
|
(4,705
|
)
|
||||||
Property level contribution
|
(1,666
|
)
|
|
3,904
|
|
|
(5,570
|
)
|
|
(3,487
|
)
|
|
8,819
|
|
|
(12,306
|
)
|
||||||
Property Level Contribution
|
138,176
|
|
|
95,541
|
|
|
42,635
|
|
|
272,334
|
|
|
191,478
|
|
|
80,856
|
|
||||||
Add: Lease termination income and other
|
6,304
|
|
|
680
|
|
|
5,624
|
|
|
9,574
|
|
|
1,622
|
|
|
7,952
|
|
||||||
Less other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative
|
(15,001
|
)
|
|
(10,599
|
)
|
|
(4,402
|
)
|
|
(30,189
|
)
|
|
(22,664
|
)
|
|
(7,525
|
)
|
||||||
Stock-based compensation expense
|
(3,482
|
)
|
|
(1,990
|
)
|
|
(1,492
|
)
|
|
(6,282
|
)
|
|
(6,296
|
)
|
|
14
|
|
||||||
Merger and other expenses
|
(696
|
)
|
|
(2,692
|
)
|
|
1,996
|
|
|
(842
|
)
|
|
(2,655
|
)
|
|
1,813
|
|
||||||
Corporate depreciation and amortization
|
(310
|
)
|
|
(324
|
)
|
|
14
|
|
|
(623
|
)
|
|
(649
|
)
|
|
26
|
|
||||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,790
|
)
|
|
4,790
|
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(59,719
|
)
|
|
(41,311
|
)
|
|
(18,408
|
)
|
|
(121,032
|
)
|
|
(79,385
|
)
|
|
(41,647
|
)
|
||||||
Other gains and (losses)
|
(1,362
|
)
|
|
9,630
|
|
|
(10,992
|
)
|
|
(392
|
)
|
|
6,743
|
|
|
(7,135
|
)
|
||||||
(Loss) gain on sale of real estate, net
|
(362
|
)
|
|
11,912
|
|
|
(12,274
|
)
|
|
571
|
|
|
18,644
|
|
|
(18,073
|
)
|
||||||
Equity in earnings of equity method investments in real estate
|
230
|
|
|
3,529
|
|
|
(3,299
|
)
|
|
152
|
|
|
6,887
|
|
|
(6,735
|
)
|
||||||
|
(61,213
|
)
|
|
(16,240
|
)
|
|
(44,973
|
)
|
|
(120,701
|
)
|
|
(47,111
|
)
|
|
(73,590
|
)
|
||||||
Income before income taxes
|
63,778
|
|
|
64,376
|
|
|
(598
|
)
|
|
123,271
|
|
|
108,935
|
|
|
14,336
|
|
||||||
(Provision for) benefit from income taxes
|
(3,019
|
)
|
|
(1,317
|
)
|
|
(1,702
|
)
|
|
(9,178
|
)
|
|
2,216
|
|
|
(11,394
|
)
|
||||||
Net Income from Real Estate
|
60,759
|
|
|
63,059
|
|
|
(2,300
|
)
|
|
114,093
|
|
|
111,151
|
|
|
2,942
|
|
||||||
Net loss (income) attributable to noncontrolling interests
|
9
|
|
|
(3,743
|
)
|
|
3,752
|
|
|
83
|
|
|
(6,535
|
)
|
|
6,618
|
|
||||||
Net Income from Real Estate Attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
59,316
|
|
|
$
|
1,452
|
|
|
$
|
114,176
|
|
|
$
|
104,616
|
|
|
$
|
9,560
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Equity in earnings of equity method investments in real estate:
|
|
|
|
|
|
|
|
||||||||
Equity investments acquired in the CPA:17 Merger
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
—
|
|
Recently acquired equity investment
|
(120
|
)
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
||||
Equity investments consolidated after the CPA:17 Merger
|
—
|
|
|
3,210
|
|
|
—
|
|
|
6,249
|
|
||||
Retired equity investment
|
—
|
|
|
319
|
|
|
260
|
|
|
638
|
|
||||
Equity in earnings of equity method investments in real estate
|
$
|
230
|
|
|
$
|
3,529
|
|
|
$
|
152
|
|
|
$
|
6,887
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset management revenue
|
$
|
9,790
|
|
|
$
|
17,268
|
|
|
$
|
(7,478
|
)
|
|
$
|
19,522
|
|
|
$
|
34,253
|
|
|
$
|
(14,731
|
)
|
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
(1,716
|
)
|
|
7,689
|
|
|
10,841
|
|
|
(3,152
|
)
|
||||||
Structuring and other advisory revenue
|
58
|
|
|
4,426
|
|
|
(4,368
|
)
|
|
2,576
|
|
|
6,355
|
|
|
(3,779
|
)
|
||||||
|
13,669
|
|
|
27,231
|
|
|
(13,562
|
)
|
|
29,787
|
|
|
51,449
|
|
|
(21,662
|
)
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative
|
4,728
|
|
|
5,843
|
|
|
(1,115
|
)
|
|
10,825
|
|
|
12,361
|
|
|
(1,536
|
)
|
||||||
Reimbursable costs from affiliates
|
3,821
|
|
|
5,537
|
|
|
(1,716
|
)
|
|
7,689
|
|
|
10,841
|
|
|
(3,152
|
)
|
||||||
Subadvisor fees
|
1,650
|
|
|
1,855
|
|
|
(205
|
)
|
|
3,852
|
|
|
3,887
|
|
|
(35
|
)
|
||||||
Stock-based compensation expense
|
1,454
|
|
|
1,708
|
|
|
(254
|
)
|
|
2,819
|
|
|
5,621
|
|
|
(2,802
|
)
|
||||||
Depreciation and amortization
|
966
|
|
|
963
|
|
|
3
|
|
|
1,932
|
|
|
2,000
|
|
|
(68
|
)
|
||||||
|
12,619
|
|
|
15,906
|
|
|
(3,287
|
)
|
|
27,117
|
|
|
34,710
|
|
|
(7,593
|
)
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of equity method investments in the Managed Programs
|
3,721
|
|
|
9,029
|
|
|
(5,308
|
)
|
|
9,290
|
|
|
20,996
|
|
|
(11,706
|
)
|
||||||
Other gains and (losses)
|
691
|
|
|
956
|
|
|
(265
|
)
|
|
676
|
|
|
1,080
|
|
|
(404
|
)
|
||||||
|
4,412
|
|
|
9,985
|
|
|
(5,573
|
)
|
|
9,966
|
|
|
22,076
|
|
|
(12,110
|
)
|
||||||
Income before income taxes
|
5,462
|
|
|
21,310
|
|
|
(15,848
|
)
|
|
12,636
|
|
|
38,815
|
|
|
(26,179
|
)
|
||||||
(Provision for) benefit from income taxes
|
(100
|
)
|
|
(4,945
|
)
|
|
4,845
|
|
|
8,188
|
|
|
(2,476
|
)
|
|
10,664
|
|
||||||
Net Income from Investment Management
|
5,362
|
|
|
16,365
|
|
|
(11,003
|
)
|
|
20,824
|
|
|
36,339
|
|
|
(15,515
|
)
|
||||||
Net income attributable to noncontrolling interests
|
(92
|
)
|
|
—
|
|
|
(92
|
)
|
|
(468
|
)
|
|
—
|
|
|
(468
|
)
|
||||||
Net Income from Investment Management Attributable to W. P. Carey
|
$
|
5,270
|
|
|
$
|
16,365
|
|
|
$
|
(11,095
|
)
|
|
$
|
20,356
|
|
|
$
|
36,339
|
|
|
$
|
(15,983
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Equity in earnings of equity method investments in the Managed Programs:
|
|
|
|
|
|
|
|
||||||||
Equity in (losses) earnings of equity method investments in the Managed Programs (a)
|
$
|
(44
|
)
|
|
$
|
253
|
|
|
$
|
(160
|
)
|
|
$
|
1,718
|
|
Distributions of Available Cash: (b)
|
|
|
|
|
|
|
|
||||||||
CPA:17 – Global (c)
|
—
|
|
|
5,185
|
|
|
—
|
|
|
11,355
|
|
||||
CPA:18 – Global
|
2,105
|
|
|
2,830
|
|
|
3,953
|
|
|
4,735
|
|
||||
CWI 1
|
469
|
|
|
—
|
|
|
2,368
|
|
|
972
|
|
||||
CWI 2
|
1,191
|
|
|
761
|
|
|
3,129
|
|
|
2,216
|
|
||||
Equity in earnings of equity method investments in the Managed Programs
|
$
|
3,721
|
|
|
$
|
9,029
|
|
|
$
|
9,290
|
|
|
$
|
20,996
|
|
(a)
|
Decreases for the three and six months ended June 30, 2019 as compared to the same periods in 2018 were primarily due to decreases of $0.6 million and $1.7 million, respectively, as a result of the completion of the CPA:17 Merger on October 31, 2018 (Note 3). We no longer recognize equity income from our investment in shares of common stock of CPA:17 – Global.
|
(b)
|
We are entitled to receive distributions of up to 10% of the Available Cash from the operating partnerships of each of the Managed REITs, as defined in their respective operating partnership agreements (Note 3). We are required to pay 20% and 25% of such distributions to the subadvisors of CWI 1 and CWI 2, respectively. Distributions of Available Cash received and earned from the Managed REITs fluctuate based on the timing of certain events, including acquisitions and dispositions.
|
(c)
|
As a result of the completion of the CPA:17 Merger on October 31, 2018 (Note 3), we no longer receive distributions of Available Cash from CPA:17 – Global.
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Carrying Value
|
|
|
|
||||
Fixed rate:
|
|
|
|
||||
Senior Unsecured Notes (a)
|
$
|
3,861,931
|
|
|
$
|
3,554,470
|
|
Non-recourse mortgages (a)
|
1,651,176
|
|
|
1,795,460
|
|
||
|
5,513,107
|
|
|
5,349,930
|
|
||
Variable rate:
|
|
|
|
||||
Unsecured Revolving Credit Facility
|
111,227
|
|
|
91,563
|
|
||
Non-recourse mortgages (a):
|
|
|
|
||||
Amount subject to interest rate swaps and caps
|
374,133
|
|
|
561,959
|
|
||
Floating interest rate mortgage loans
|
178,544
|
|
|
375,239
|
|
||
|
663,904
|
|
|
1,028,761
|
|
||
|
$
|
6,177,011
|
|
|
$
|
6,378,691
|
|
|
|
|
|
||||
Percent of Total Debt
|
|
|
|
||||
Fixed rate
|
89
|
%
|
|
84
|
%
|
||
Variable rate
|
11
|
%
|
|
16
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Period
|
|
|
|
||||
Fixed rate
|
3.7
|
%
|
|
3.7
|
%
|
||
Variable rate (b)
|
2.6
|
%
|
|
3.4
|
%
|
(a)
|
Aggregate debt balance includes unamortized discount, net, totaling $38.7 million and $37.6 million as of June 30, 2019 and December 31, 2018, respectively, and unamortized deferred financing costs totaling $21.7 million and $20.5 million as of June 30, 2019 and December 31, 2018, respectively.
|
(b)
|
The impact of our derivative instruments is reflected in the weighted-average interest rates.
|
•
|
cash and cash equivalents totaling $202.3 million. Of this amount, $126.3 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;
|
•
|
our Unsecured Revolving Credit Facility, with available capacity of $1.4 billion; and
|
•
|
unleveraged properties that had an aggregate asset carrying value of $7.3 billion at June 30, 2019, although there can be no assurance that we would be able to obtain financing for these properties.
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Senior Unsecured Notes — principal (a) (b)
|
$
|
3,901,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,069,000
|
|
|
$
|
2,832,000
|
|
Non-recourse mortgages — principal (a)
|
2,225,092
|
|
|
291,537
|
|
|
841,902
|
|
|
853,944
|
|
|
237,709
|
|
|||||
Unsecured Revolving Credit Facility — principal (a) (c)
|
111,227
|
|
|
—
|
|
|
111,227
|
|
|
—
|
|
|
—
|
|
|||||
Interest on borrowings (d)
|
1,026,266
|
|
|
218,679
|
|
|
366,592
|
|
|
262,589
|
|
|
178,406
|
|
|||||
Capital commitments and tenant expansion allowances (e)
|
218,800
|
|
|
122,319
|
|
|
85,463
|
|
|
3,000
|
|
|
8,018
|
|
|||||
|
$
|
7,482,385
|
|
|
$
|
632,535
|
|
|
$
|
1,405,184
|
|
|
$
|
2,188,533
|
|
|
$
|
3,256,133
|
|
(a)
|
Excludes unamortized deferred financing costs totaling $21.7 million, the unamortized discount on the Senior Unsecured Notes of $18.1 million in aggregate, and the aggregate unamortized fair market value adjustment of $20.6 million, primarily resulting from the assumption of property-level debt in connection with business combinations, including the CPA:17 Merger (Note 3).
|
(b)
|
(c)
|
Our Unsecured Revolving Credit Facility is scheduled to mature on February 22, 2021 unless extended pursuant to its terms.
|
(d)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at June 30, 2019.
|
(e)
|
Capital commitments include (i) $173.2 million related to build-to-suit projects, including $48.0 million related to projects for which the tenant has not exercised the associated construction option, and (ii) $45.6 million related to unfunded tenant improvements, including certain discretionary commitments.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income attributable to W. P. Carey
|
$
|
66,038
|
|
|
$
|
75,681
|
|
|
$
|
134,532
|
|
|
$
|
140,955
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of real property
|
112,360
|
|
|
63,073
|
|
|
223,463
|
|
|
127,653
|
|
||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(11,912
|
)
|
|
(571
|
)
|
|
(18,644
|
)
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,790
|
|
||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
902
|
|
|
8,913
|
|
|
2,154
|
|
||||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(2,729
|
)
|
|
(61
|
)
|
|
(5,511
|
)
|
||||
Total adjustments
|
117,180
|
|
|
49,334
|
|
|
231,744
|
|
|
110,442
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey
|
183,218
|
|
|
125,015
|
|
|
366,276
|
|
|
251,397
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
12,303
|
|
|
32,377
|
|
|
24,105
|
|
||||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(2,637
|
)
|
|
(14,233
|
)
|
|
(4,933
|
)
|
||||
Other (gains) and losses (a)
|
5,724
|
|
|
(6,845
|
)
|
|
10,654
|
|
|
(1,556
|
)
|
||||
Stock-based compensation
|
4,936
|
|
|
3,698
|
|
|
9,101
|
|
|
11,917
|
|
||||
Amortization of deferred financing costs
|
2,774
|
|
|
1,905
|
|
|
5,498
|
|
|
1,711
|
|
||||
Other amortization and non-cash items
|
1,706
|
|
|
35
|
|
|
2,273
|
|
|
(14
|
)
|
||||
Tax (benefit) expense — deferred and other (b)
|
(933
|
)
|
|
3,028
|
|
|
(5,861
|
)
|
|
(9,127
|
)
|
||||
Merger and other expenses (c)
|
696
|
|
|
2,692
|
|
|
842
|
|
|
2,655
|
|
||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,876
|
|
|
3,635
|
|
|
3,337
|
|
|
5,387
|
|
||||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(230
|
)
|
|
(32
|
)
|
|
(573
|
)
|
||||
Total adjustments
|
25,247
|
|
|
17,584
|
|
|
43,956
|
|
|
29,572
|
|
||||
AFFO attributable to W. P. Carey
|
$
|
208,465
|
|
|
$
|
142,599
|
|
|
$
|
410,232
|
|
|
$
|
280,969
|
|
|
|
|
|
|
|
|
|
||||||||
Summary
|
|
|
|
|
|
|
|
||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey
|
$
|
183,218
|
|
|
$
|
125,015
|
|
|
$
|
366,276
|
|
|
$
|
251,397
|
|
AFFO attributable to W. P. Carey
|
$
|
208,465
|
|
|
$
|
142,599
|
|
|
$
|
410,232
|
|
|
$
|
280,969
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income from Real Estate attributable to W. P. Carey
|
$
|
60,768
|
|
|
$
|
59,316
|
|
|
$
|
114,176
|
|
|
$
|
104,616
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of real property
|
112,360
|
|
|
63,073
|
|
|
223,463
|
|
|
127,653
|
|
||||
Loss (gain) on sale of real estate, net
|
362
|
|
|
(11,912
|
)
|
|
(571
|
)
|
|
(18,644
|
)
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
4,790
|
|
||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
4,489
|
|
|
902
|
|
|
8,913
|
|
|
2,154
|
|
||||
Proportionate share of adjustments for noncontrolling interests
|
(31
|
)
|
|
(2,729
|
)
|
|
(61
|
)
|
|
(5,511
|
)
|
||||
Total adjustments
|
117,180
|
|
|
49,334
|
|
|
231,744
|
|
|
110,442
|
|
||||
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate
|
177,948
|
|
|
108,650
|
|
|
345,920
|
|
|
215,058
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Above- and below-market rent intangible lease amortization, net
|
16,450
|
|
|
12,303
|
|
|
32,377
|
|
|
24,105
|
|
||||
Straight-line and other rent adjustments
|
(7,975
|
)
|
|
(2,637
|
)
|
|
(14,233
|
)
|
|
(4,933
|
)
|
||||
Other (gains) and losses (a)
|
5,888
|
|
|
(6,599
|
)
|
|
9,817
|
|
|
(1,673
|
)
|
||||
Stock-based compensation
|
3,482
|
|
|
1,990
|
|
|
6,282
|
|
|
6,296
|
|
||||
Amortization of deferred financing costs
|
2,774
|
|
|
1,905
|
|
|
5,498
|
|
|
1,711
|
|
||||
Other amortization and non-cash items
|
1,510
|
|
|
56
|
|
|
2,012
|
|
|
7
|
|
||||
Tax benefit — deferred and other
|
(853
|
)
|
|
(1,767
|
)
|
|
(363
|
)
|
|
(11,285
|
)
|
||||
Merger and other expenses (c)
|
696
|
|
|
2,692
|
|
|
842
|
|
|
2,655
|
|
||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
(89
|
)
|
|
99
|
|
|
26
|
|
|
28
|
|
||||
Proportionate share of adjustments for noncontrolling interests
|
(7
|
)
|
|
(230
|
)
|
|
(32
|
)
|
|
(573
|
)
|
||||
Total adjustments
|
21,876
|
|
|
7,812
|
|
|
42,226
|
|
|
16,338
|
|
||||
AFFO attributable to W. P. Carey — Real Estate
|
$
|
199,824
|
|
|
$
|
116,462
|
|
|
$
|
388,146
|
|
|
$
|
231,396
|
|
|
|
|
|
|
|
|
|
||||||||
Summary
|
|
|
|
|
|
|
|
||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate
|
$
|
177,948
|
|
|
$
|
108,650
|
|
|
$
|
345,920
|
|
|
$
|
215,058
|
|
AFFO attributable to W. P. Carey — Real Estate
|
$
|
199,824
|
|
|
$
|
116,462
|
|
|
$
|
388,146
|
|
|
$
|
231,396
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income from Investment Management attributable to W. P. Carey
|
$
|
5,270
|
|
|
$
|
16,365
|
|
|
$
|
20,356
|
|
|
$
|
36,339
|
|
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management
|
5,270
|
|
|
16,365
|
|
|
20,356
|
|
|
36,339
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
1,454
|
|
|
1,708
|
|
|
2,819
|
|
|
5,621
|
|
||||
Other amortization and non-cash items
|
196
|
|
|
(21
|
)
|
|
261
|
|
|
(21
|
)
|
||||
Other (gains) and losses (a)
|
(164
|
)
|
|
(246
|
)
|
|
837
|
|
|
117
|
|
||||
Tax (benefit) expense — deferred and other (b)
|
(80
|
)
|
|
4,795
|
|
|
(5,498
|
)
|
|
2,158
|
|
||||
Proportionate share of adjustments to equity in net income of partially owned entities
|
1,965
|
|
|
3,536
|
|
|
3,311
|
|
|
5,359
|
|
||||
Total adjustments
|
3,371
|
|
|
9,772
|
|
|
1,730
|
|
|
13,234
|
|
||||
AFFO attributable to W. P. Carey — Investment Management
|
$
|
8,641
|
|
|
$
|
26,137
|
|
|
$
|
22,086
|
|
|
$
|
49,573
|
|
|
|
|
|
|
|
|
|
||||||||
Summary
|
|
|
|
|
|
|
|
||||||||
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management
|
$
|
5,270
|
|
|
$
|
16,365
|
|
|
$
|
20,356
|
|
|
$
|
36,339
|
|
AFFO attributable to W. P. Carey — Investment Management
|
$
|
8,641
|
|
|
$
|
26,137
|
|
|
$
|
22,086
|
|
|
$
|
49,573
|
|
(a)
|
Primarily comprised of unrealized gains and losses on derivatives, and gains and losses from foreign currency movements, extinguishment of debt, and marketable securities. 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.
|
(b)
|
Amount for the six months ended June 30, 2019 includes a current tax benefit, which is excluded from AFFO as it was incurred as a result of the CPA:17 Merger.
|
(c)
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair value
|
||||||||||||||||
Fixed-rate debt (a) (b)
|
$
|
49,390
|
|
|
$
|
318,516
|
|
|
$
|
299,954
|
|
|
$
|
470,954
|
|
|
$
|
819,052
|
|
|
$
|
3,614,016
|
|
|
$
|
5,571,882
|
|
|
$
|
5,794,523
|
|
Variable-rate debt (a)
|
$
|
9,594
|
|
|
$
|
127,761
|
|
|
$
|
316,012
|
|
|
$
|
68,678
|
|
|
$
|
108,182
|
|
|
$
|
35,210
|
|
|
$
|
665,437
|
|
|
$
|
663,593
|
|
(a)
|
Amounts are based on the exchange rate at June 30, 2019, as applicable.
|
(b)
|
Amounts after 2023 are primarily comprised of principal payments for our Senior Unsecured Notes (Note 10).
|
Lease Revenues (a)
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro (b)
|
|
$
|
152,332
|
|
|
$
|
303,694
|
|
|
$
|
300,653
|
|
|
$
|
290,253
|
|
|
$
|
288,633
|
|
|
$
|
2,010,145
|
|
|
$
|
3,345,710
|
|
British pound sterling (c)
|
|
19,345
|
|
|
38,743
|
|
|
38,963
|
|
|
39,091
|
|
|
39,269
|
|
|
244,110
|
|
|
419,521
|
|
|||||||
Japanese yen (d)
|
|
1,426
|
|
|
2,837
|
|
|
2,830
|
|
|
683
|
|
|
—
|
|
|
—
|
|
|
7,776
|
|
|||||||
Other foreign currencies (e)
|
|
11,676
|
|
|
23,631
|
|
|
23,994
|
|
|
23,914
|
|
|
24,346
|
|
|
272,425
|
|
|
379,986
|
|
|||||||
|
|
$
|
184,779
|
|
|
$
|
368,905
|
|
|
$
|
366,440
|
|
|
$
|
353,941
|
|
|
$
|
352,248
|
|
|
$
|
2,526,680
|
|
|
$
|
4,152,993
|
|
Debt Service (a) (f)
|
|
2019 (Remainder)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro (b)
|
|
$
|
47,128
|
|
|
$
|
244,941
|
|
|
$
|
331,290
|
|
|
$
|
145,790
|
|
|
$
|
764,806
|
|
|
$
|
1,827,773
|
|
|
$
|
3,361,728
|
|
British pound sterling (c)
|
|
616
|
|
|
1,232
|
|
|
17,365
|
|
|
796
|
|
|
796
|
|
|
9,399
|
|
|
30,204
|
|
|||||||
Japanese yen (d)
|
|
113
|
|
|
225
|
|
|
22,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,834
|
|
|||||||
|
|
$
|
47,857
|
|
|
$
|
246,398
|
|
|
$
|
371,151
|
|
|
$
|
146,586
|
|
|
$
|
765,602
|
|
|
$
|
1,837,172
|
|
|
$
|
3,414,766
|
|
(a)
|
Amounts are based on the applicable exchange rates at June 30, 2019. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.
|
(b)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow at June 30, 2019 of $0.2 million, excluding the impact of our derivative instruments. Amounts included the equivalent of $2.3 billion of euro-denominated senior notes maturing from 2023 through 2027, and the equivalent of $88.8 million borrowed in euro under our Unsecured Revolving Credit Facility, which is scheduled to mature on February 22, 2021 (unless extended pursuant to its terms) but may be prepaid prior to that date pursuant to its terms (Note 10).
|
(c)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow at June 30, 2019 of $3.9 million, excluding the impact of our derivative instruments.
|
(d)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the Japanese yen and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow at June 30, 2019 of $0.2 million. Amounts included the equivalent of $22.5 million borrowed in Japanese yen under our Unsecured Revolving Credit Facility, which is scheduled to mature on February 22, 2021 (unless extended pursuant to its terms) but may be prepaid prior to that date pursuant to its terms (Note 10).
|
(e)
|
Other foreign currencies for future lease payments consist of the Danish krone, the Norwegian krone, the Canadian dollar, and the Swedish krona.
|
(f)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at June 30, 2019.
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
4.1
|
|
|
Fifth Supplemental Indenture, dated June 14, 2019, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 of W. P. Carey Inc.’s Current Report on Form 8-K filed June 14, 2019
|
|
|
|
|
|
|
4.2
|
|
|
Form of Note representing $325 Million Aggregate Principal Amount of 3.850% Senior Notes due 2029
|
|
Incorporated by reference to Exhibit 4.3 of W. P. Carey Inc.’s Current Report on Form 8-K filed June 14, 2019
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
W. P. Carey Inc.
|
Date:
|
August 2, 2019
|
|
|
|
|
By:
|
/s/ ToniAnn Sanzone
|
|
|
|
ToniAnn Sanzone
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
August 2, 2019
|
|
|
|
|
By:
|
/s/ Arjun Mahalingam
|
|
|
|
Arjun Mahalingam
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
4.1
|
|
|
Fifth Supplemental Indenture, dated June 14, 2019, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Form of Note representing $325 Million Aggregate Principal Amount of 3.850% Senior Notes due 2029
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey Inc.
|