UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________
Commission File Number: 001-13779
W. P. Carey Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 45-4549771 | |||||||
| (State of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| One Manhattan West, 395 9th Avenue, 58th Floor | ||||||||
| New York, | New York | 10001 | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| Common Stock, $0.001 Par Value | WPC | New York Stock Exchange | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||
Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of last business day of the registrant’s most recently completed second fiscal quarter: $14.4 billion.
As of February 2, 2024, there were 218,672,432 shares of Common Stock of registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference its definitive Proxy Statement with respect to its 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10-K.
INDEX
| Page No. | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 1C. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 9C. | ||||||||
| PART III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
W. P. Carey 2023 10-K – 1 | |||||
Forward-Looking Statements
This Annual Report on Form 10-K (the “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to statements regarding: the NLOP Spin-Off (as defined herein); our expectations surrounding the impact of the broader macroeconomic environment and the ability of tenants to pay rent; our financial condition, liquidity, results of operations, and prospects; our future capital expenditure and leverage levels, debt service obligations, and plans to fund our liquidity needs; prospective statements regarding our access to the capital markets, including our “at-the-market” program (“ATM Program”); statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust (“REIT”); and the impact of recently issued accounting pronouncements and other regulatory activity.
These statements are based on the current expectations of our management. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable risks or uncertainties, like the risks related to fluctuating interest rates, the impact of inflation on our tenants and us, the effects of pandemics and global outbreaks of contagious diseases, and domestic or geopolitical crises, such as terrorism, military conflict, war or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, could also have material adverse effects on our business, financial condition, liquidity, results of operations, and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report, as well as in our other filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described in Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this presentation, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.
All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part II, Item 8. Financial Statements and Supplementary Data.
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PART I
Item 1. Business.
General Development of Business
W. P. Carey Inc. (“W. P. Carey”) is an internally-managed diversified REIT that, together with our consolidated subsidiaries and predecessors, is a leading owner of commercial real estate, net-leased to companies located primarily in the United States and Northern and Western Europe on a long-term basis. The vast majority of our revenues originate from lease revenue provided by our real estate portfolio, which is comprised primarily of single-tenant industrial, warehouse, retail, and self-storage facilities that are critical to our tenants’ operations. Our portfolio is comprised of 1,424 properties, net-leased to 336 tenants in 26 countries. As of December 31, 2023, approximately 58% of our contractual minimum annualized base rent (“ABR”) was generated by properties located in the United States and approximately 37% was generated by properties located in Europe. As of that same date, our portfolio included 96 operating properties, comprised of 89 self-storage properties, five hotels, and two student housing properties.
In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”), so that it became a separate publicly-traded REIT (the “Spin-Off”), and (ii) implementing an asset sale program to dispose of 87 office properties retained by us (the “Office Sale Program”), which is targeted to be completed in the first half of 2024. Seventy-nine of the 87 office properties have been sold as of the date of this Report, for gross proceeds of approximately $608.1 million (Note 19).
On November 1, 2023, we completed the Spin-Off, contributing 59 office properties to NLOP (Note 3). Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which we externally manage pursuant to certain advisory agreements (the “NLOP Advisory Agreements”).
On August 1, 2022, one of our former investment programs, Corporate Property Associates 18 – Global Incorporated (“CPA:18 – Global”), merged with and into one of our indirect subsidiaries (the “CPA:18 Merger”), which added approximately $2.2 billion of real estate assets to our portfolio (Note 4).
Founded in 1973, we became a publicly traded company listed on the New York Stock Exchange (“NYSE”) in 1998 and reorganized as a REIT in 2012. Our shares of common stock are listed on the NYSE under the ticker symbol “WPC.” Headquartered in New York, we also have offices in Dallas, London, and Amsterdam.
Narrative Description of Business
Business Objectives and Strategy
Our primary business objective is to invest in a diversified portfolio of high-quality, mission-critical assets subject to long-term net leases with built-in rent escalators for the purpose of generating stable cash flows, enabling us to grow our dividend and increase long-term stockholder value.
Our investment strategy primarily focuses on owning and actively managing a diverse portfolio of commercial real estate that is net-leased to credit-worthy companies. We review and evaluate the fundamental value of the underlying real estate. We believe that many companies prefer to lease rather than own their corporate real estate because it allows them to deploy their capital more effectively into their core competencies. We specialize in sale-leaseback transactions, where we acquire a company’s critical real estate and then lease it back to them on a long-term, triple-net basis, which requires them to pay substantially all of the costs associated with operating and maintaining the property (such as real estate taxes, insurance, and facility maintenance). Compared to other types of real estate investments, sale-leaseback transactions typically produce a more predictable income stream and require minimal capital expenditures, which in turn generate revenues that provide our stockholders with a stable, growing source of income.
We believe that diversification across property type, tenant, tenant industry, and geographic location, as well as diversification of our lease expirations and scheduled rent increases, are vital aspects of portfolio risk management and accordingly have constructed a portfolio of real estate that we believe is well-diversified across each of these categories. We capitalize on our large portfolio and existing tenant relationships through accretive expansions, renovations, and follow-on deals. We actively
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manage our real estate portfolio to monitor tenant credit quality and lease renewal risks. We also maintain ample liquidity, a conservative capital structure, and access to multiple forms of capital.
Our business operates in two segments: Real Estate and Investment Management, as described herein and in Note 1. Our Real Estate segment generates the vast majority of our earnings through the lease revenues we earn from our real estate investments. We have historically earned asset management fees and other compensation from the management of non-traded real estate investment programs through our Investment Management segment. Following the close of the CPA:18 Merger, our advisory agreements with CPA:18 – Global were terminated (Note 4). As used herein, “Managed Programs” refers to CPA:18 – Global (through August 1, 2022) and Carey European Student Housing Fund I, L.P. (“CESH”). We act as the advisor to CESH and currently expect to do so through the end of its life cycle. We also act as the advisor to NLOP pursuant to the NLOP Advisory Agreements (Note 5).
We intend to operate our business in a manner that is consistent with the maintenance of our status as a REIT for federal income tax purposes. In addition, we expect to manage our investments in order to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended.
Investment Strategies
When considering potential net-lease investments for our real estate portfolio, we review various aspects of a transaction to determine whether the investment and lease structure will satisfy our investment criteria. We generally analyze the following main aspects of each transaction:
Tenant/Borrower Evaluation — We evaluate each potential tenant or borrower for creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure. We also rate each asset based on its market, liquidity, and criticality to the tenant’s operations, as well as other factors that may be unique to a particular investment. We seek opportunities where we believe the tenant may have a stable or improving credit profile or credit potential that has not been fully recognized by the market. We define creditworthiness as a risk-reward relationship appropriate to our investment strategies, which may or may not coincide with ratings issued by the credit rating agencies. We have a robust internal credit rating system and may designate subsidiaries of non-guarantor parent companies with investment grade ratings as “implied investment grade.”
Properties Critical to Tenant/Borrower Operations — We generally focus on properties and facilities that we believe are critical to the ongoing operations of the tenant. We believe that these properties generally provide better protection, particularly in the event of a bankruptcy, since a tenant/borrower is less likely to risk the loss of a critically important lease or property in a bankruptcy proceeding or otherwise.
Diversification — We attempt to diversify our portfolio to avoid undue dependence on any one particular tenant, borrower, collateral type, geographic location, or industry. By diversifying our portfolio, we seek to reduce the adverse effect of a single underperforming investment or a downturn in any particular industry or geographic region. While we do not set any fixed diversity metrics in our portfolio, we believe that it is well-diversified.
Lease Terms — Generally, the net-leased properties we invest in are leased on a full-recourse basis to the tenants or their affiliates. In addition, the vast majority of our leases provide for scheduled rent increases over the term of the lease (see Our Portfolio below). These rent increases are either fixed (i.e., mandated on specific dates) or tied to increases in inflation indices (e.g., the Consumer Price Index (“CPI”) or similar indices in the jurisdiction where the property is located), but may contain caps or other limitations, either on an annual or overall basis. In the case of retail stores and hotels, the lease may provide for participation in the gross revenues of the tenant above a stated level, which we refer to as percentage rent.
Real Estate Evaluation — We review and evaluate the physical condition of the property and the market in which it is located. We consider a variety of factors, including current market rents, replacement cost, residual valuation, property operating history, demographic characteristics of the location and accessibility, competitive properties, and suitability for re-leasing. We obtain third-party environmental and engineering reports and market studies when required. When considering an investment outside the United States, we will also consider factors particular to a country or region, including geopolitical risk, in addition to the risks normally associated with real property investments. See Item 1A. Risk Factors.
W. P. Carey 2023 10-K – 4 | |||||
Transaction Provisions to Enhance and Protect Value — When negotiating leases with potential tenants, we attempt to include provisions that we believe help to protect the investment from material changes in the tenant’s operating and financial characteristics, which may affect the tenant’s ability to satisfy its obligations to us or reduce the value of the investment. Such provisions include covenants requiring our consent for certain activities, requiring indemnification protections and/or security deposits, and requiring the tenant to satisfy specific operating tests. We may also seek to enhance the likelihood that a tenant will satisfy their lease obligations through a letter of credit or guaranty from the tenant’s parent or other entity. Such credit enhancements, if obtained, provide us with additional financial security. However, in markets where competition for net-lease transactions is strong, some or all of these lease provisions may be difficult to obtain.
Competition — We face active competition from many sources, both domestically and internationally, for net-lease investment opportunities in commercial properties. In general, we believe that our management’s experience in real estate, credit underwriting, and transaction structuring will allow us to compete effectively for commercial properties. However, competitors may be willing to accept rates of return, lease terms, other transaction terms, or levels of risk that we find unacceptable.
Asset Management
We believe that proactive asset management is essential to maintaining and enhancing property values. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, repositioning assets, sustainability and efficiency analysis and retrofits, and strategic dispositions. We regularly engage directly with our tenants and form long-term working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit.
We monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of our real estate investments on an ongoing basis, which typically involves ensuring that each tenant has paid real estate taxes and other expenses relating to the properties it occupies and is maintaining appropriate insurance coverage. To ensure such compliance at our properties, we often engage the expertise of third parties to complete property inspections. We also review tenant financial statements and undertake regular physical inspections of the properties to verify their condition and maintenance. Additionally, we periodically analyze each tenant’s financial condition, the industry in which each tenant operates, and each tenant’s relative strength in its industry. The in-depth understanding of our tenants’ businesses and direct relationships with their management teams provides strong visibility into potential issues as well as additional investment opportunities. Our business intelligence platform provides real-time surveillance and early warning, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.
Financing Strategies
We believe in maintaining ample liquidity, a conservative capital structure, and access to multiple forms of capital. We preserve balance sheet flexibility and liquidity by maintaining significant capacity on our $2.0 billion unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”), as well as any amounts available to us under our term loans (“Unsecured Term Loans”), which, together with our Unsecured Revolving Credit Facility, we refer to collectively as our “Senior Unsecured Credit Facility.” We generally use the Unsecured Revolving Credit Facility to fund our immediate capital needs, including new acquisitions and the repayment of secured mortgage debt as we continue to unencumber assets. We seek to replace short-term financing with more permanent forms of capital, including, but not limited to, common stock, unsecured debt securities, bank debt, and proceeds from asset sales. When evaluating which form of capital to pursue, we take into consideration multiple factors, including our corporate leverage levels and targets, and the most attractive source of capital available to us. We may choose to issue unsecured debt securities and bank debt denominated in foreign currencies in part to fund international acquisitions, unencumber assets, and mitigate our exposure to fluctuations in exchange rates. We strive to maintain an investment grade rating, which places limitations on the amount of leverage acceptable in our capital structure. Although we expect to continue to have access to a wide variety of capital sources and maintain our investment grade rating, there can be no assurance that we will be able to do so in the future.
W. P. Carey 2023 10-K – 5 | |||||
Our Portfolio
At December 31, 2023, our portfolio had the following characteristics:
•Number of properties — full or partial ownership interests in 1,424 net-leased properties, 89 self-storage properties, five hotels, and two student housing properties;
•Total net-leased square footage — approximately 173 million; and
•Occupancy rate — approximately 98.1%.
For more information about our portfolio, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview.
Tenant/Lease Information
At December 31, 2023, our tenants/leases had the following characteristics:
•Number of tenants — 336;
•Investment grade tenants as a percentage of total ABR — 18%;
•Implied investment grade tenants as a percentage of total ABR — 6%;
•Weighted-average lease term — 11.7 years;
•99.6% of our leases as a percentage of total ABR provide rent adjustments as follows:
◦CPI and similar — 56.2%
◦Fixed — 40.7%
◦Other — 2.7%
Human Capital
Investing in Our Employees
At December 31, 2023, we had 197 employees, 144 of which were located in the United States and 53 of which were located in Europe. We strive to make W. P. Carey a great place to work by attracting a diverse pool of the best and brightest applicants and making them feel supported as they grow with the company. We offer various levels of training, including “Respect in the Workplace,” skills training, Diversity, Equity & Inclusion, and executive coaching, as well as additional training including safety and cybersecurity. By engaging with our employees and investing in their careers through training and development, we have built a talented workforce capable of executing our business strategies.
Diversity
We believe that our success is dependent upon the diverse backgrounds and perspectives of our employees and directors. W. P. Carey is an equal opportunity employer and considers qualified applicants regardless of race, color, religion, sexual orientation, gender, gender identity or expression, national origin, age, disability, military or veteran status, genetic information, or other statuses protected by applicable federal, state, and local law. Our diversity, equity and inclusion initiative is designed to facilitate conversations around race, sexual orientation and gender identity, national origin, creeds, and other important topics. These conversations, led by our Diversity, Equity & Inclusion Advisory Committee, provide a forum for us to translate our positions as a company into action in both our internal and external communities. We are also signatory to the CEO Action Pledge for Diversity & Inclusion, which reflects our commitment to fostering a more diverse and inclusive workforce.
Employee Wellness and Benefits
The health and wellness of our employees and their families are paramount and our comprehensive benefits package is designed to address the evolving needs of our diverse workforce and their dependents. Our benefits package is evaluated on an annual basis. In addition to robust health and wellness benefits, we also provide our employees with competitive compensation programs, with a focus on both current compensation and retirement planning for their future.
Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Environmental, Social, and Governance (“ESG”) Report, which can be found on our company website. Information on our website, including our ESG Report, is not incorporated by reference into this Report.
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Available Information
We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC. Our filings can also be obtained for free on the SEC’s website at http://www.sec.gov. All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as any amendments to those reports, are available for free on the Investor Relations portion of our website (http://www.wpcarey.com), as soon as reasonably practicable after they are filed with or furnished to the SEC.
Our quarterly earnings conference call and investor presentations are accessible by the public. We generally announce via press release the dates and conference call details for upcoming scheduled quarterly earnings announcements and webcast investor presentations, which are also available in the Investor Relations section of our website approximately ten days prior to the event.
Our Code of Business Conduct and Ethics, which applies to all employees, including our chief executive officer and chief financial officer, is also available on our website. We intend to make available on our website any future amendments or waivers to our Code of Business Conduct and Ethics within four business days after any such amendments or waivers. We are providing our website address solely for the information of investors and do not intend for it to be an active link. We do not intend to incorporate the information contained on our website into this Report or other documents filed with or furnished to the SEC.
Item 1A. Risk Factors.
Our business, results of operations, financial condition, and ability to pay dividends could be materially adversely affected by various risks and uncertainties, including those enumerated below, which could cause such results to differ materially from those in any forward-looking statements. You should not consider this list exhaustive. New risk factors emerge periodically and we cannot assure you that the factors described below list all risks that may become material to us at any later time.
Risks Related to Our Portfolio and Ownership of Real Estate
We face an increasingly competitive marketplace for investments.
We compete for investments with many other institutions and investors, including other REITs, private equity firms, pension funds, and real estate companies. Operating in a competitive marketplace for investments could have a negative impact on our revenue growth. Our competitors may accept greater risk, lower returns, or a combination thereof allowing them to offer more attractive terms when pursuing investment opportunities. Access to capital and the cost of that capital could further impact the returns we generate from investments relative to our competitors and impair our ability to invest accretively. For example, high interest rates and equity costs may increase our cost of capital relative to our competitors and place additional pressure on investment spreads if capitalization rates (which generally respond to higher interest rates on a lag) remain constant or decline.
Our portfolio is concentrated in industrial, warehouse and retail properties.
We are not required to meet any property-type, tenant or geographic diversification standards. Therefore, our investments may become concentrated by type, tenant or geographic location, which could subject us to significant risks with potentially adverse effects on our investment objectives. For example, following the Spin-Off of 59 of our office assets which closed in November 2023, and the sale of a significant portion of our remaining office portfolio through our Office Sale Program, almost 80% of our ABR as of December 31, 2023 is concentrated in industrial/warehouse and retail assets.
Because we invest in properties located outside the United States, we are exposed to additional risks.
We have invested, and may continue to invest, in properties located outside the United States. At December 31, 2023, our real estate properties located outside of the United States represented 42% of our ABR. These investments may be affected by factors particular to the local jurisdiction where the property is located and may expose us to additional risks, including:
•enactment of laws relating to foreign ownership of property (including expropriation of investments), or laws and regulations relating to our ability to repatriate invested capital, profits, or cash and cash equivalents back to the United States;
•legal systems where the ability to enforce contractual rights and remedies may be more limited than under U.S. law;
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•difficulty in complying with conflicting obligations in various jurisdictions and the burden of observing a variety of evolving foreign laws, regulations, and governmental rules and policies, which may be more stringent than U.S. laws and regulations (including land use, zoning, environmental, financial, and privacy laws and regulations, such as the European Union’s General Data Protection Regulation);
•tax requirements vary by country and existing foreign tax laws and interpretations may change (e.g., the on-going implementation of the European Union’s Anti-Tax Avoidance Directives and the new global minimum tax (“Pillar Two”)), which may result in additional taxes on our international investments or additional taxes as a result of Pillar Two;
•changes in operating expenses in particular countries or regions;
•increased energy and commodity prices in Europe;
•foreign exchange rates; and
•geopolitical and military conflict risk and adverse market conditions caused by changes in national or regional economic or political conditions, including the ongoing conflict between Russia and Ukraine, rising tensions between China and Taiwan and the conflict in the Middle East (which may impact relative interest rates, the terms or availability of debt financing, customers’ ability and willingness to renew agreements, make payments, and enter into new agreements, and energy costs).
The failure of our compliance and internal control systems to properly mitigate such additional risks, or of our operating infrastructure to support such international investments, could result in operational failures, regulatory fines, or other governmental sanctions. We may engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements. Failure to comply with applicable requirements may expose us, our operating subsidiaries, or the entities we manage to additional liabilities. Our operations in the United Kingdom, the European Economic Area, and other countries are subject to significant compliance, disclosure, and other obligations.
In addition, the lack of publicly available information in certain jurisdictions could impair our ability to analyze transactions and may cause us to forego an investment opportunity. It may also impair our ability to receive timely and accurate financial information from tenants necessary to meet reporting obligations to financial institutions or governmental and regulatory agencies. Certain of these risks may be greater in less developed countries.
We are also subject to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar because we translate revenue denominated in foreign currency into U.S. dollars for our financial statements (our principal exposure is to the euro). Our results of our foreign operations are adversely affected by a stronger U.S. dollar relative to foreign currencies (i.e., absent other considerations, a stronger U.S. dollar will reduce both our revenues and our expenses).
Inflation and high interest rates may adversely affect our financial condition and results of operations.
Since 2021, inflation and interest rates have been elevated compared to recent years. Inflation and high interest rates could have an adverse impact on our financial condition. Our leases typically require tenants to pay all property operating expenses and increases in those property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at properties not subject to full triple-net leases could cause us to incur additional operating expenses. Inflation could also impact other costs incurred by the company including general and administrative costs and foreign income taxes. While the vast majority of leases contain rent escalators, including inflation-linked rent escalators, these costs could increase at a rate higher than our rental and other revenue.
High interest rates could also increase the cost of our existing variable-rate debt, new debt obligations entered into in the future and potentially impair our ability to arrange third-party financing, including refinancing maturing debt in part or in full as it comes due. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our business needs may not be adequately met. Certain financial covenants could also be affected as a result of higher operating and debt service costs, which may place restrictions on our liquidity. In the event an increase in our costs is not sufficiently offset by contractual rent increases or increases in other revenue, we may be required to implement measures to conserve cash or preserve liquidity.
Furthermore, tenants and potential tenants of our properties may also be adversely impacted by inflation and high interest rates, which could negatively impact our tenants’ ability to pay rent and the demand for our properties.
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A significant amount of our leases will expire within the next five years and we may have difficulty re-leasing or selling our properties if tenants do not renew their leases.
Approximately 21% of our leases, based on our ABR as of December 31, 2023, are due to expire within the next five years. If these leases are not renewed or if the properties cannot be re-leased on terms that yield comparable payments, our lease revenues could be substantially adversely affected. In addition, when attempting to re-lease such properties, we may incur significant costs and the terms of any new or renewed leases will depend on prevailing market conditions at that time. We may also seek to sell such properties and incur losses due to prevailing market conditions. Some of our properties are designed for the particular needs of a tenant; thus, we may be required to renovate or make rent concessions in order to lease the property to another tenant. If we need to sell such properties, we may have difficulty selling it to a third party due to the property’s unique design. Real estate investments are generally less liquid than many other financial assets, which may limit our ability to quickly adjust our portfolio in response to changes in economic or other conditions. These and other limitations may adversely affect returns to our stockholders.
Certain of our leases permit tenants to purchase a property at a predetermined price, which could limit our realization of any appreciation or result in a loss.
Under our existing leases, certain tenants have a right to repurchase the properties they lease from us. The purchase price may be a fixed price or it may be based on a formula or the market value at the time of exercise. If a tenant exercises its right to purchase the property and the property’s market value has increased beyond that price, we would not be able to fully realize the appreciation on that property. Additionally, if the price at which the tenant can purchase the property is less than our carrying value (e.g., where the purchase price is based on an appraised value), we may incur a loss. In addition, we may also be unable to reinvest proceeds from these dispositions in investments with similar or better investment returns.
Our ability to control the management of our net-leased properties is limited, which could impact our ability to make ESG disclosures.
The lack of direct control over our net-leased properties due to the fact that tenants or managers are responsible for maintenance and other day-to-day management of the properties also makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain ESG disclosure requirements or engage effectively with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, the Task Force for Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board. If we are unable to successfully collect the data necessary to comply with ESG disclosure requirements, we may be subject to increased regulatory risk; and if such data is incomplete or unfavorable, our relationship with our investor base, our stock price, our ESG ratings and our access to capital may be negatively impacted.
We may be materially adversely affected by laws, regulations or other issues related to climate change as well as by potential physical impacts related to climate change.
We are subject to laws and regulations related to climate change. For example, the SEC has proposed climate change rules which are expected to be approved in 2024 and, as proposed, would require us to provide extensive information including greenhouse gas emissions and certain climate-related financial metrics in our audited financial statements. The State of California has also enacted new climate change disclosure requirements, including emissions requirements. In addition, the European Union Corporate Sustainability Reporting Directive (“CSRD”) became effective in 2023 and requires expansive disclosures on various sustainability topics.
We are currently assessing our obligations under these laws and regulations but we expect that compliance with these laws and regulations could result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. We also expect that over time we will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. Noncompliance with these laws or regulations may result in potential cost increases, litigation, fines, penalties, brand or reputational damage, loss of tenants, lower valuation and higher investor activism activities. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations related to climate change will affect our business, financial condition and results of operations.
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In addition to the laws and regulations surrounding climate change, the potential physical impacts of climate change on our operations are highly uncertain. These may include extreme weather, changes in rainfall and storm patterns and intensity, increased strength of hurricanes, water shortages, changing sea levels and changing temperatures. These changes may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions and may adversely impact out tenants’ abilities to fulfill their obligations under their leases. Chronic climate change may also lead to increased costs for our tenants to adapt to the demands and expectations of climate change or lower carbon usage, including with respect to heating, cooling or electricity costs, retrofitting properties to be more energy efficient or comply with new rules or regulations, or other unforeseen costs.
The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.
Our properties have historically been impacted by severe weather, but the effects have been small or moderate in scope. In the future, the adverse impacts from hurricanes, water shortages, changing sea levels, flooding, wildfires and other severe weather conditions are likely to worsen as a result of climate change. These events have resulted in and may in the future result in property damage and closures and may adversely impact the operations of our tenants. Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs. In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things. Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties.
Because we are subject to possible liabilities relating to environmental matters, we could incur unexpected costs and our ability to sell or otherwise dispose of a property may be negatively impacted.
We have invested, and may in the future invest, in real properties historically or currently used for industrial, manufacturing, and other commercial purposes, and some of our tenants may handle hazardous or toxic substances, generate hazardous wastes, or discharge regulated pollutants to the environment. Buildings and structures on the properties we purchase may have known or suspected asbestos-containing building materials. We may invest in properties located in countries that have adopted laws or observe environmental management standards that are less stringent than those generally followed in the United States, which may pose a greater risk that releases of hazardous or toxic substances have occurred. We therefore may own properties that have known or potential environmental contamination as a result of historical or ongoing operations, which may expose us to liabilities under environmental laws. Some of these laws could impose the following on us:
•responsibility and liability for the cost of investigation and removal or remediation (including at appropriate disposal facilities) of hazardous or toxic substances in, on, or migrating from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants;
•liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property; and
•responsibility for managing asbestos-containing building materials and third-party claims for exposure to those materials.
Costs relating to investigation, remediation, or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial and could exceed any amounts estimated and recorded within our consolidated financial statements. The presence of hazardous or toxic substances at any of our properties, or the failure to properly remediate a contaminated property, could (i) give rise to a lien in favor of the government for costs it may incur to address the contamination or (ii) otherwise adversely affect our ability to sell or lease the property or to borrow using the property as collateral. In addition, environmental liabilities, or costs or operating limitations imposed on a tenant by environmental laws, could affect its ability to make rental payments to us. And although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnifications against potential environmental liabilities.
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The value of our real estate is subject to fluctuation.
We are subject to all of the general risks associated with the ownership of real estate, which include:
•adverse changes in general or local economic conditions, including changes in interest rates or foreign exchange rates;
•changes in the supply of, or demand for, similar or competing properties;
•competition for tenants and changes in market rental rates;
•the ongoing need for capital improvements;
•Federal Reserve short term rate decisions;
•the mortgage market and real estate market in the United States;
•inability to lease or sell properties upon termination of existing leases, or renewal of leases at lower rental rates;
•inability to collect rents from tenants due to financial hardship, including bankruptcy;
•changes in tax, real estate, zoning, or environmental laws that adversely impact the value of real estate;
•failure to comply with federal, state, and local legal and regulatory requirements, including the Americans with Disabilities Act and fire or life-safety requirements;
•changes in governmental rules and fiscal policies;
•uninsured property liability, property damage, or casualty losses;
•increased operating costs, which may not necessarily be offset by increased rents, including insurance premiums, utilities and real estate taxes, due to inflation and other factors;
•exposure to environmental losses and the effects of climate change; and
•civil unrest, acts of war, terrorism, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses) and other factors beyond our control.
While the revenues from our leases are not directly dependent upon the value of the real estate owned, significant declines in real estate values could adversely affect us in many ways, including a decline in the residual values of properties at lease expiration, possible lease abandonment by tenants, and a decline in the attractiveness of triple-net lease transactions to potential sellers. We also face the risk that lease revenue will be insufficient to cover all corporate operating expenses and the debt service payments we incur.
Because most of our properties are occupied by a single tenant, our success is materially dependent upon the tenant’s financial stability.
Most of our properties are occupied by a single tenant each; therefore, the success of our investments is materially dependent on the financial stability of these tenants. Revenues from several of our tenants/guarantors constitute a significant percentage of our lease revenues. Our top ten tenants accounted for approximately 21% of total ABR at December 31, 2023. Lease payment defaults by tenants could negatively impact our net income and reduce the amounts available for distribution to stockholders.
The bankruptcy or insolvency of tenants may cause a reduction in our revenue and an increase in our expenses.
We have had, and may in the future have, tenants file for bankruptcy protection. Bankruptcy or insolvency of a tenant could lead to the loss of lease or interest and principal payments, an increase in the carrying cost of the property, and litigation. If one or a series of bankruptcies or insolvencies is significant enough (more likely during a period of economic downturn), it could lead to a reduction in the value of our shares and/or a decrease in our dividend. Under U.S. bankruptcy law, a tenant that is the subject of bankruptcy proceedings has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim and the maximum claim will be capped. In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. Insolvency laws outside the United States may be more or less favorable to reorganization or the protection of a debtor’s rights as in the United States. In circumstances where the bankruptcy laws of the United States are considered to be more favorable to debtors and/or their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of U.S. bankruptcy laws.
High interest rates, inflation and a potential economic downturn may severely affect our tenants’ businesses, financial condition and liquidity, leading to an increase in tenant bankruptcy or insolvency. In addition, a portion of our tenants may fail to meet their obligations to us in full (or at all), or may otherwise seek modifications of such obligations. Certain jurisdictions may also enact laws or regulations that impact or alter our ability to collect rent under our existing least terms.
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We may not achieve some or all the expected benefits of the Spin-Off and the Office Sale Program.
We may not be able to achieve the full strategic and financial benefits expected to result from the Spin-Off and the Office Sale Program, or such benefits may be delayed due to a variety of circumstances, not all of which may be under our control. We may not achieve the anticipated benefits of the Spin-Off or the Office Sale Program for a variety of reasons, including, among others: (i) the transactions may not generate the anticipated improvements in our cost of or access to capital; and (ii) we may be subject to unexpected costs related to the Spin-Off, including as a result of our indemnification obligations under the Separation and Distribution Agreement or obligations related to indebtedness associated with the transfer of NLOP assets and any guaranties related thereto. Failure to achieve some or all the benefits expected to result from the Spin-Off and the Office Sale Program, or a delay in realizing such benefits, may have a material adverse effect on our business, financial condition and results of operations.
We may acquire or develop properties or acquire other real estate related companies, and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks.
Risks Related to Our Liquidity and Capital Resources
Our level of indebtedness could have significant adverse consequences and our cash flow may be insufficient to meet our debt service obligations.
Our consolidated indebtedness as of December 31, 2023, was approximately $8.1 billion, representing a consolidated debt to gross assets ratio of approximately 41.6%. This consolidated indebtedness was comprised of (i) $6.0 billion in Senior Unsecured Notes (as defined in Note 12), (ii) $403.8 million outstanding under our Unsecured Revolving Credit Facility (as defined in Note 12), (iii) $1.1 billion outstanding under our Unsecured Term Loans (as defined in Note 12), and (iv) $579.1 million in non-recourse mortgage loans on various properties. Our level of indebtedness could have significant adverse consequences on our business and operations, including the following:
•it may increase our vulnerability to changes in economic conditions (including increases in interest rates) and limit our flexibility in planning for, or reacting to, changes in our business and/or industry;
•we may be at a disadvantage compared to our competitors with comparatively less indebtedness;
•we may be unable to hedge our debt, or such hedges may fail or expire, leaving us exposed to potentially volatile interest or currency exchange rates;
•any default on our secured indebtedness may lead to foreclosures, creating taxable income that could hinder our ability to meet the REIT distribution requirements imposed by the Internal Revenue Code; and
•we may be unable to refinance our indebtedness or obtain additional financing as needed or on favorable terms.
Our ability to generate sufficient cash flow determines whether we will be able to (i) meet our existing or potential future debt service obligations; (ii) refinance our existing or potential future indebtedness; and (iii) fund our operations, working capital, acquisitions, capital expenditures, and other important business uses. Our future cash flow is subject to many factors beyond our control and we cannot assure you that our business will generate sufficient cash flow from operations, or that future sources of cash will be available to us on favorable terms, to meet all of our debt service obligations and fund our other important business uses or liquidity needs. As a result, we may be forced to take other actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us. In addition, despite our substantial outstanding indebtedness and the restrictions in the agreements governing our indebtedness, we may incur significantly more indebtedness in the future, which would exacerbate the risks discussed above.
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Restrictive covenants in our credit agreement and indentures may limit our ability to expand or fully pursue our business strategies.
The credit agreement for our Senior Unsecured Credit Facility and the indentures governing our Senior Unsecured Notes contain financial and operating covenants that, among other things, require us to meet specified financial ratios and may limit our ability to take specific actions, even if we believe them to be in our best interest (e.g., subject to certain exceptions, our ability to consummate a merger, consolidation, or a transfer of all or substantially all of our consolidated assets to another person is restricted). These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of our debt agreements may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments, or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such indebtedness and potentially other indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such indebtedness on favorable terms, or at all.
A downgrade in our credit ratings could materially adversely affect our business and financial condition as well as the market price of our Senior Unsecured Notes.
We plan to manage our operations to maintain investment grade status with a capital structure consistent with our current profile. In September 2022 our rating was upgraded by Moody’s to Baa1 and in January 2023 our rating was upgraded by S&P Global Ratings to BBB+, but there can be no assurance that we will be able to maintain our current credit ratings. Our credit ratings could change based upon, among other things, our historical and projected business, financial condition, liquidity, results of operations, and prospects. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot provide any assurance that our ratings will not be changed or withdrawn by a rating agency in the future. If any of the credit rating agencies downgrades or lowers our credit rating, or if any credit rating agency indicates that it has placed our rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for our rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on us and on our ability to satisfy our debt service obligations (including those under our Senior Unsecured Credit Facility, our Senior Unsecured Notes, or other similar debt securities that we issue) and to pay dividends on our common stock. Furthermore, any such action could negatively impact the market price of our Senior Unsecured Notes.
Some of our properties are encumbered by mortgage debt, which could adversely affect our cash flow.
At December 31, 2023, we had $579.1 million of property-level mortgage debt on a non-recourse basis, which limits our exposure on any property to the amount of equity invested in the property. If we are unable to make our mortgage-related debt payments as required, a lender could foreclose on the property or properties securing its debt. Additionally, lenders for our mortgage loan transactions typically incorporated various covenants and other provisions (including loan to value ratio, debt service coverage ratio, and material adverse changes in the borrower’s or tenant’s business) that can cause a technical loan default. Accordingly, if the real estate value declines or the tenant defaults, the lender would have the right to foreclose on its security. If any of these events were to occur, it could cause us to lose part or all of our investment, which could reduce the value of our portfolio and revenues available for distribution to our stockholders.
Some of our property-level financing may also require us to make a balloon payment at maturity. Our ability to make such balloon payments may depend upon our ability to refinance the obligation or sell the underlying property. When a balloon payment is due, however, we may be unable to refinance the balloon payment on terms as favorable as the original loan, make the payment with existing cash or cash resources, or sell the property at a price sufficient to cover the payment. Our ability to accomplish these goals will be affected by various factors existing at the relevant time, such as the state of national and regional economies, local real estate conditions, available mortgage or interest rates, availability of credit, our equity in the mortgaged properties, our financial condition, the operating history of the mortgaged properties, and tax laws. A refinancing or sale could affect the rate of return to stockholders and the projected disposition timeline of our assets.
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Risks Related to our Corporate Structure and Maryland Law
Certain provisions of our charter and Maryland law could inhibit changes in control.
Certain provisions of our charter and of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or impeding a change of control that could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of our common stock, including:
•to protect against the loss of our REIT status due to concentration of ownership levels, our charter generally limits the ability of a person, to own, actually or constructively, more than 9.8%, in either value or number of shares, whichever is more restrictive, of our aggregate outstanding shares of common stock or preferred stock. Our Board, in its sole discretion, may exempt a person from such ownership limits, provided that they obtain such representations, covenants, and undertakings as appropriate to determine that the exemption would not affect our REIT status. Our Board may also increase or decrease the common stock ownership limit and/or the aggregate stock ownership limit, so long as the change would not result in five or fewer persons beneficially owning more than 49.9% in value of our outstanding stock;
•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock), or an affiliate thereof, for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes appraisal rights and supermajority voting requirements on these combinations;
•“control share” provisions that provide that holders of “control shares” of our company (defined as outstanding voting shares which, when aggregated with all other shares owned or controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares; and
•our charter empowers our Board, without stockholder approval, to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, classify any unissued shares of common stock or preferred stock, reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock, and issue such shares of stock so classified or reclassified, and our Board may determine the relative rights, preferences, and privileges of any class or series of common stock or preferred stock issued, including terms that could have the effect of delaying or preventing a change of control transaction.
The MGCL permits various exemptions from its provisions, including business combinations that are exempted by a board of directors prior to the time that the “interested stockholder” becomes an interested stockholder. Our Board has, by resolution, exempted any business combination between us and any person who is an existing, or becomes in the future, an “interested stockholder.” Consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and any such person. As a result, such person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the supermajority vote requirements and the other provisions of the statute. Additionally, this resolution may be altered, revoked, or repealed in whole or in part at any time and we may opt back into the business combination provisions of the MGCL. If this resolution is revoked or repealed, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. In the case of the control share provisions of the MGCL, we have elected to opt out of these provisions of the MGCL pursuant to a provision in our bylaws. If we amend our bylaws to remove or modify this provision, the control share provisions of the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
Additionally, Title 3, Subtitle 8 of the MGCL permits our Board, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain governance provisions, some of which we do not currently have. Our charter contains a provision opting out of Section 3-803 of the MGCL, which permits a board of directors to be divided into classes pursuant by Board action and without a stockholder-approved charter amendment. This provision can be modified only with a board recommendation and stockholder approval of the charter amendment. If we elect in the future to become subject to any of the remaining provisions of Title 3, Subtitle 8 of the MGCL, such an election may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring, or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter, our bylaws, and Maryland law also contain
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other provisions that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
Risks Related to our REIT Structure
While we believe that we are properly organized as a REIT in accordance with applicable law, we cannot guarantee that the Internal Revenue Service will find that we have qualified as a REIT.
We believe that we are organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code beginning with our 2012 taxable year and that our current and anticipated investments and plan of operation will enable us to meet and continue to meet the requirements for qualification and taxation as a REIT. Investors should be aware, however, that the Internal Revenue Service or any court could take a position different from our own. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will qualify as a REIT for any particular year.
Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis. Our ability to satisfy the quarterly asset tests under applicable Internal Revenue Code provisions and Treasury Regulations will depend on the fair market values of our assets, some of which are not susceptible to a precise determination. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. While we believe that we will satisfy these tests, we cannot guarantee that this will be the case on a continuing basis. There are limited judicial or administrative interpretations of these provisions. Although we plan to continue to operate in a manner consistent with the REIT qualification rules, we cannot assure you that we will qualify in a given year or remain so qualified.
If we fail to remain qualified as a REIT, we would be subject to federal income tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.
If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under the Internal Revenue Code, we will:
•not be allowed a deduction for distributions to stockholders in computing our taxable income;
•be subject to federal and state income tax, including a 15% corporate minimum tax on certain corporations and a 1% excise tax on certain stock repurchases by certain corporations, among other changes, on our taxable income at regular corporate rate; and
•be barred from qualifying as a REIT for the four taxable years following the year when we were disqualified.
If we fail to make required distributions, we may be subject to federal corporate income tax.
We intend to declare regular quarterly distributions, the amount of which will be determined, and is subject to adjustment, by our Board. To continue to qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) each year to our stockholders. Generally, we expect to distribute all, or substantially all, of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain the proposed quarterly distributions that approximate our taxable income and we may fail to qualify for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal income tax purposes or the effect of nondeductible expenditures (e.g., capital expenditures, payments of compensation for which Section 162(m) of the Internal Revenue Code denies a deduction, the creation of reserves, or required debt service or amortization payments). To the extent we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. We will also be subject to a 4.0% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Internal Revenue Code. In addition, in order to continue to qualify as a REIT, any C corporation earnings and profits to which we succeed must be distributed as of the close of the taxable year in which we accumulate or acquire such C corporation’s earnings and profits.
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Because certain covenants in our debt instruments may limit our ability to make required REIT distributions, we could be subject to taxation.
Our existing debt instruments include, and our future debt instruments may include, covenants that limit our ability to make required REIT distributions. If the limits set forth in these covenants prevent us from satisfying our REIT distribution requirements, we could fail to qualify for federal income tax purposes as a REIT. If the limits set forth in these covenants do not jeopardize our qualification for taxation as a REIT, but prevent us from distributing 100% of our REIT taxable income, we will be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.
Because we are required to satisfy numerous requirements imposed upon REITs, we may be required to borrow funds, sell assets, or raise equity on terms that are not favorable to us.
In order to meet the REIT distribution requirements and maintain our qualification and taxation as a REIT, we may need to borrow funds, sell assets, or raise equity, even if the then-prevailing market conditions are not favorable for such transactions. If our cash flows are not sufficient to cover our REIT distribution requirements, it could adversely impact our ability to raise short- and long-term debt, sell assets, or offer equity securities in order to fund the distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth, and expansion initiatives, which would increase our total leverage.
In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders.
Because the REIT rules require us to satisfy certain rules on an ongoing basis, our flexibility or ability to pursue otherwise attractive opportunities may be limited.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our common stock. Compliance with these tests will require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by our taxable REIT subsidiaries (“TRSs”), thereby limiting our opportunities and the flexibility to change our business strategy. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if we need or require target companies to comply with certain REIT requirements prior to closing on acquisitions.
Because the REIT provisions of the Internal Revenue Code limit our ability to hedge effectively, the cost of our hedging may increase and we may incur tax liabilities.
The REIT provisions of the Internal Revenue Code limit our ability to hedge assets and liabilities that are not incurred to acquire or carry real estate. Generally, income from hedging transactions that have been properly identified for tax purposes (which we enter into to manage interest rate risk with respect to borrowings to acquire or carry real estate assets) and income from certain currency hedging transactions related to our non-U.S. operations, do not constitute “gross income” for purposes of the REIT gross income tests (such a hedging transaction is referred to as a “qualifying hedge”). In addition, if we enter into a qualifying hedge, but dispose of the underlying property (or a portion thereof) or the underlying debt (or a portion thereof) is extinguished, we can enter into a hedge of the original qualifying hedge, and income from the subsequent hedge will also not constitute “gross income” for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs could be subject to tax on income or gains resulting from such hedges or expose us to greater interest rate risks than we would otherwise want to bear. In addition, losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for use against future taxable income in the TRSs.
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We use TRSs, which may cause us to fail to qualify as a REIT.
To qualify as a REIT for federal income tax purposes, we hold our non-qualifying REIT assets and conduct our non-qualifying REIT income activities in or through one or more TRSs. The net income of our TRSs is not required to be distributed to us. Income that is not distributed to us by our domestic TRSs will generally not be subject to the REIT income distribution requirement. However, certain income that is not distributed to us by our foreign TRSs may be deemed distributed to us by operation of certain provisions of the Internal Revenue Code and generally subject to REIT income distribution requirements. In addition, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our TRS interests and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, we would lose tax efficiency and could potentially fail to qualify as a REIT.
Because the REIT rules limit our ability to receive distributions from TRSs, our ability to fund distribution payments using cash generated through our TRSs may be limited.
Our ability to receive distributions from our TRSs is limited by the rules we must comply with in order to maintain our REIT status. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate-related sources, which principally includes gross income from the leasing of our properties. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other non-qualifying income types. Thus, our ability to receive distributions from our TRSs is limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs become highly profitable, we might be limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.
Transactions with our TRSs could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.
The Internal Revenue Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Internal Revenue Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will structure our transactions with our TRSs on terms that we believe are arm’s-length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to avoid application of the 100% excise tax.
We may be subject to a limitation on our deductions for business interest expense.
In addition, the deduction for net business interest is generally limited to 30% of the borrower’s adjusted taxable income (excluding non-business income, net operating losses, business interest income, and, for taxable years beginning before January 1, 2022, computed without regard to depreciation and amortization). This limitation on the deductibility of net business interest could result in additional taxable income for us and our subsidiaries that are C corporations, including our TRSs, unless we or our subsidiaries qualify as real estate companies and elect not to be subject to such limitation in exchange for using longer depreciation periods that may otherwise be available.
Because distributions payable by REITs generally do not qualify for reduced tax rates, the value of our common stock could be adversely affected.
Certain distributions payable by domestic or qualified foreign corporations to individuals, trusts, and estates in the United States are currently eligible for federal income tax at a maximum rate of 20% plus the 3.8% Medicare tax on net investment income, if applicable. Distributions payable by REITs, in contrast, are generally not eligible for this reduced rate, unless the distributions are attributable to dividends received by the REIT from other corporations that would otherwise be eligible for the reduced rate. This more favorable tax rate for regular corporate distributions could cause qualified investors to perceive investments in REITs to be less attractive than investments in the stock of corporations that pay distributions, which could adversely affect the value of REIT stocks, including our common stock.
W. P. Carey 2023 10-K – 17 | |||||
Even if we continue to qualify as a REIT, certain of our business activities will be subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.
Even if we qualify for taxation as a REIT, we may be subject to certain (i) federal, state, local, and foreign taxes on our income and assets; (ii) taxes on any undistributed income and state, local, or foreign income; and (iii) franchise, property, and transfer taxes. In addition, we could be required to pay an excise or penalty tax under certain circumstances in order to utilize one or more relief provisions under the Internal Revenue Code to maintain qualification for taxation as a REIT, which could be significant in amount.
Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders.
We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets formerly held by any C corporation that we acquire on a carry-over basis transaction occurring within a five-year period after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis. The tax on subsequently sold assets will be based on the fair market value and built-in gain of those assets as of the beginning of our holding period. Gains from the sale of an asset occurring after the specified period will not be subject to this corporate level tax.
Because dividends received by foreign stockholders are generally taxable, we may be required to withhold a portion of our distributions to such persons.
Ordinary dividends received by foreign stockholders that are not effectively connected with the conduct of a U.S. trade or business are generally subject to U.S. withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty. Additional rules with respect to certain capital gain distributions will apply to foreign stockholders that own more than 10% of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to satisfy the available safe harbors.
The ability of our Board to revoke our REIT election, without stockholder approval, may cause adverse consequences for our stockholders.
Our organizational documents permit our Board to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income and we will be subject to federal income tax at regular corporate rate and state and local taxes, which may have adverse consequences on the total return to our stockholders.
Federal and state income tax laws governing REITs and related interpretations may change at any time, and any such legislative or other actions affecting REITs could have a negative effect on us and our stockholders.
Federal and state income tax laws governing REITs or the administrative interpretations of those laws may be amended at any time. Federal, state, and foreign tax laws are under constant review by persons involved in the legislative process, at the Internal Revenue Service and the U.S. Department of the Treasury, and at various state and foreign tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us or our stockholders. We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative
W. P. Carey 2023 10-K – 18 | |||||
interpretations applicable to us or our stockholders may be changed. Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to you or us.
Risks Related to Our Overall Business
We are subject to the volatility of the capital markets, which may impact our ability to deploy capital.
The trading volume and market price of our common stock may fluctuate significantly and be adversely impacted in response to a number of factors, including disruption in the banking industry, continued inflation, and other macroeconomic developments. Therefore, our current or historical trading volume and share prices are not indicative of the number of shares of our common stock that will trade going forward or how the market will value shares of our common stock in the future. In addition, the capital markets may experience extreme volatility, disruption and periods of dislocation (e.g., during pandemics or a global financial crisis), which could make it more difficult for us to raise capital. Since net-lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may be required to liquidate one or more investments, including when an investment has not yet realized its maximum return, which could also result in adverse tax consequences and affect our ability to capitalize on acquisition opportunities and/or meet operational needs. Moreover, market turmoil could lead to decreased consumer confidence and widespread reduction of business activity, which may materially and adversely impact us, including our ability to acquire and dispose of properties.
Future issuances of debt and equity securities may negatively affect the market price of our common stock.
We may issue debt or equity securities or incur additional borrowings in the future. Future issuances of debt securities would increase our interest costs and rank senior to our common stock upon our liquidation, and additional issuances of equity securities would dilute the holdings of our existing common stockholders (and any preferred stock may rank senior to our common stock for the purposes of making distributions), both of which may negatively affect the market price of our common stock. However, our future growth will depend, in part, upon our ability to raise additional capital, including through the issuance of debt and equity securities. Because our decision to issue additional debt or equity securities or incur additional borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature, or success of our future capital raising efforts. Thus, common stockholders bear the risk that our future issuances of debt or equity securities, or our incurrence of additional borrowings, will negatively affect the market price of our common stock.
There can be no assurance that we will be able to maintain cash dividends.
In September 2023, we announced that we were resetting our dividend policy, targeting an AFFO payout ratio of approximately 70% to 75%. Our ability to continue to pay dividends in the future may be adversely affected by the risk factors described in this Report. More specifically, while we expect to continue our current dividend practices, we can give no assurance that we will be able to maintain dividend levels in the future for various reasons, including the following:
•there is no assurance that rents from our properties will increase or that future acquisitions will increase our cash available for distribution to stockholders, and we may not have enough cash to pay such dividends due to changes in our cash requirements, capital plans, cash flow, or financial position;
•our Board, in its sole discretion, determines the amount and timing of any future dividend payments to our stockholders based on a number of factors, therefore our dividend levels are not guaranteed and may fluctuate; and
•the amount of dividends that our subsidiaries may distribute to us may be subject to restrictions imposed by law or regulators, as well as the terms of any current or future indebtedness that these subsidiaries may incur.
Furthermore, certain agreements relating to our borrowings may, under certain circumstances, prohibit or otherwise restrict our ability to pay dividends to our common stockholders. Future dividends, if any, are expected to be based upon our earnings, financial condition, cash flows and liquidity, debt service requirements, capital expenditure requirements for our properties, financing covenants, and applicable law. If we do not have sufficient cash available to pay dividends, we may need to fund the shortage out of working capital or revenues from future acquisitions, if any, or borrow to provide funds for such dividends, which would reduce the amount of funds available for investment and increase our future interest costs. Our inability to pay dividends, or to pay dividends at expected levels, could adversely impact the market price of our common stock. Additionally, in the event that we have to declare dividends in-kind in order to satisfy the REIT annual distribution requirements, a holder of our common stock will be required to report dividend income as a result of such distributions even though we distributed no cash or only nominal amounts of cash to such stockholder.
W. P. Carey 2023 10-K – 19 | |||||
We may make investments in asset classes or countries outside of our core investment strategy which may be perceived as complicating our strategy relative to our peers.
We may need to expand beyond our current asset class mix to grow our portfolio. As a result, we intend, to the extent that market conditions warrant, to seek to grow our business by increasing our investments in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products, and expanding into new geographic markets and businesses. Introducing new types of investment structures and products could increase the complexities involved in managing such investments, including to ensure compliance with regulatory requirements and terms of the investment. Making investments in assets classes or countries outside of our core investment strategy may also be perceived as complicating our strategy relative to our peers.
Entry into new asset classes or countries may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk and costs.
Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.
The interest rate and foreign exchange rate hedge instruments we may use to manage some of our exposure to interest rate and foreign exchange rate volatility involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements. Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.
The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources, which could be an intentional attack or an unintentional accident or error. Information technology, communication networks, and other computer resources are essential for us to carry out important operational activities and maintain our business records.
In addition, we may store or come into contact with sensitive information and data. If we or our third-party service providers fail to comply with applicable privacy or data security laws in handling this information, including the General Data Protection Regulation and the California Consumer Privacy Act, we could face significant legal and financial exposure to claims of governmental agencies and parties whose privacy is compromised, including sizable fines and penalties.
We have implemented processes, procedures, and controls, which are reviewed periodically and are intended to address ongoing and evolving cyber security risks. However, these measures do not guarantee that our financial results will not be negatively impacted by such an incident, especially in light of the fact that it is not always possible to anticipate, detect, or recognize threats to our systems. The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, expensive remediation efforts, liability exposure under federal and state law, and private data exposure. There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems.
Further information relating to cybersecurity risk management is discussed in Item 1C. Cybersecurity in this Report.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We believe we maintain an information technology and cybersecurity program appropriate for a company our size, taking into account our operations and risks.
W. P. Carey 2023 10-K – 20 | |||||
Management and Board Oversight
We are committed to cybersecurity and vigilantly protecting all our resources and information from unauthorized access. Our cybersecurity approach incorporates a layered portfolio of comprehensive employee training programs, multiple resources to manage and monitor the evolving threat landscape, effective Board oversight of cybersecurity risks and knowledgeable teams responsible for preventing and detecting cybersecurity risks.
As part of the Board’s oversight of risk management, the Board reviews our cyber-risks with management and the actions we are taking to mitigate such risks. These actions include implementing industry-recognized practices for protecting systems, third-party monitoring of certain systems and cybersecurity training for employees. Board oversight of risk is also performed as needed between meetings through the Audit Committee and communications between management and the Board. The Board receives periodic education around cybersecurity risks and best practices.
Additionally, the Audit Committee, which consists solely of independent directors, is responsible for overseeing cybersecurity risks and related initiatives. The Audit Committee reviews our enterprise risk and cybersecurity risks. It also reviews the steps management has taken to protect against threats to our information systems and security and receives updates on cybersecurity on a quarterly basis.
Our information technology team is led by our Chief Information Officer who has extensive experience working with information security systems. Our information technology team consists of individuals with expertise in assessing, preventing and addressing cybersecurity risk and is responsible for executing our cybersecurity program as well as communicating regularly with senior management, our cybersecurity governance committee, the Audit Committee and the Board. Our cybersecurity governance committee, comprised of our Chief Financial Officer, Chief Legal Officer, Chief Information Officer, Head of Internal Audit and senior members of our information technology team are responsible for developing and maintaining our cybersecurity policies and standards, monitoring ongoing compliance and program updates, and ensuring our information security is aligned with our business objectives and strategies.
Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats
Our cybersecurity program focuses on (1) preventing and preparing for cybersecurity incidents, (2) detecting and analyzing cybersecurity incidents and (3) containing, eradicating, recovering from and reporting cybersecurity events.
Prevention and Preparation
We employ a variety of measures to prevent threats related to privacy, information technology security and cybersecurity, which include password protection, frequent mandatory password change events, multi-factor authentication, internal phishing testing, vulnerability scanning and penetration testing.
Our information technology and internal audit teams utilize frameworks based on industry standards to identify and mitigate information security risks and oversee an active cybersecurity training program. For example, in January 2023, our information technology team held a tabletop exercise with senior management to consider different cybersecurity scenarios. Our information technology team also recently worked with various third-party consultants to update our incident response plan.
In addition, our information technology team conducts routine security assessments as well as ongoing cybersecurity training campaigns for employees to enhance awareness and increase vigilance for the various types of cybersecurity attacks to which they may be exposed. Our internal audit team evaluates and monitors our internal controls over systems access in an effort to mitigate information security risks that may result from unauthorized access to systems and data.
Third-party vendors are vetted through our service delivery program to ensure they have an established cybersecurity program. We have also engaged our managed security provider to manage a supply chain defense subscription that will help obtain clear visibility into cybersecurity risks across third party vendors by proactively identifying, prioritizing, and driving remediation for cyber risks posed by critical business partners. Our managed security provider’s risk operations center will escalate certain alerts regarding third-party vendors directly to the appropriate business partners thus providing direct collaboration with third parties, saving time and improving risk reduction while safeguarding our relationships with such third parties.
W. P. Carey 2023 10-K – 21 | |||||
Detection and Analysis
Cybersecurity incidents may be detected through a variety of means, including but not limited to automated event-detection notifications or similar technologies which are monitored by our managed cybersecurity provider, notifications from employees, vendors or service providers, and notifications from third party information technology system providers. Once a potential cybersecurity incident is identified, including a third party cybersecurity event, the incident response team designated pursuant to our incident response plan follows the procedures set forth in the plan to investigate the potential incident, such as determining the nature of the event (e.g., ransomware or personal data breach) and assessing the severity of the event and sensitivity of any compromised data.
Containment, Eradication, Recovery, and Reporting
In the event of a cybersecurity incident, the incident response team is initially focused on containing the cybersecurity incident as quickly and efficiently as possible, consistent with the procedures in the incident response plan. Containment procedures may include shutting down systems; disconnecting systems from a network, disabling specific ports, protocols, services, functions, etc., disabling access to compromised systems; examining code in a controlled environment and making forensic backups of affected systems for possible legal action for third party forensic analysis.
Once a cybersecurity incident is contained, the focus shifts to remediation. Eradication and recovery activities depend on the nature of the cybersecurity incident. They may include returning affected systems to an operationally ready state, confirming that the affected systems are functioning normally and implementing, as necessary, additional monitoring to look for future related activity.
We have relationships with a number of third party service providers to assist with cybersecurity containment and remediation efforts, including outside legal counsel, vendors and external insurance brokers.
In the event of a cybersecurity incident, we intend to follow the steps outlined in our incident response plan, including notifying our senior management, as appropriate.
Following the conclusion of an incident, we, with the assistance of the incident response team, will generally reassess the effectiveness of the cybersecurity program and incident response plan, make adjustments as appropriate and report to our senior management and our Audit Committee on these matters.
Cybersecurity Risks
As of December 31, 2023, we are not aware of any material cybersecurity incidents that impacted the Company in the last three years. However, we routinely face risks of potential incidents, whether through cyber-attacks or cyber intrusions over the Internet, ransomware and other forms of malware, computer viruses, attachments to emails, phishing attempts, extortion or other scams. For a discussion of these risks, see Item 1A. Risk Factors — The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.
Item 2. Properties.
Our principal corporate offices are located at One Manhattan West, 395 9th Avenue, 58th Floor, New York, NY 10001 and our international offices are located in London and Amsterdam. We have additional office space domestically in Dallas. We lease all of these offices and believe these leases are suitable for our operations for the foreseeable future.
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio Overview for a discussion of the properties we hold for rental operations and Part II, Item 8. Financial Statements and Supplementary Data — Schedule III — Real Estate and Accumulated Depreciation for a detailed listing of such properties.
Item 3. Legal Proceedings.
Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.
W. P. Carey 2023 10-K – 22 | |||||
Item 4. Mine Safety Disclosures.
Not applicable.
W. P. Carey 2023 10-K – 23 | |||||
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is listed on the NYSE under the ticker symbol “WPC.” At February 2, 2024 there were 8,163 registered holders of record of our common stock. This figure does not reflect the beneficial ownership of shares of our common stock.
Stock Price Performance Graph
The graph below provides an indicator of cumulative total stockholder returns for our common stock for the period December 31, 2018 to December 31, 2023, as compared with the S&P 500 Index and the MSCI US REIT Index. The graph assumes a $100 investment on December 31, 2018, together with the reinvestment of all dividends. The graph does not reflect any adjustments for the Spin-Off of NLOP that was completed on November 1, 2023 and accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding (Note 3).
| At December 31, | |||||||||||||||||||||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||
| W. P. Carey Inc. | $ | 100.00 | $ | 128.84 | $ | 121.13 | $ | 148.85 | $ | 149.55 | $ | 134.86 | |||||||||||||||||||||||
| S&P 500 Index | 100.00 | 131.49 | 155.68 | 200.37 | 164.08 | 207.21 | |||||||||||||||||||||||||||||
| MSCI US REIT Index | 100.00 | 125.84 | 116.31 | 166.39 | 125.61 | 142.87 | |||||||||||||||||||||||||||||
The stock price performance included in this graph is not indicative of future stock price performance.
Dividends
We currently intend to continue paying cash dividends consistent with our historical practice; however, our Board determines the amount and timing of any future dividend payments to our stockholders based on a variety of factors. Our dividend for the fourth quarter of 2023 of $0.860 per share reflects both our strategic exit from the office assets within our portfolio (announced on September 21, 2023) (Note 1) and a lower payout ratio.
Item 6. Reserved
W. P. Carey 2023 10-K – 24 | |||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. This item also provides our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. The discussion also breaks down the financial results of our business by segment to provide a better understanding of how these segments and their results affect our financial condition and results of operations.
The following discussion should be read in conjunction with our consolidated financial statements in Item 8 of this Report and the matters described under Item 1A. Risk Factors. Please see our Annual Report on Form 10-K for the year ended December 31, 2022 for discussion of our financial condition and results of operations for the year ended December 31, 2021. Refer to Item 1. Business for a description of our business.
Significant Developments
Strategic Office Exit
In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into NLOP, so that it became a separate publicly-traded REIT, and (ii) implementing the Office Sale Program, which is targeted to be completed in the first half of 2024.
NLOP Spin-Off
On November 1, 2023, we completed the Spin-Off of 59 office properties into NLOP, as described in further detail in Note 3. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which we serve as advisor pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off.
Office Sale Program
In addition to the Spin-Off, 87 of our office properties will be sold under the Office Sale Program, which is targeted to be completed in the first half of 2024. These properties generated ABR totaling approximately $76 million as of the date of the Office Sale Program announcement. Seventy-nine of the 87 office properties have been sold as of the date of this Report, for gross proceeds of approximately $608.1 million (Note 19).
Financial Highlights
During the year ended December 31, 2023, we completed the following (as further described in the consolidated financial statements):
Real Estate
Investments
•We funded approximately $38.2 million for a construction loan to build a retail complex in Las Vegas, Nevada, during the year ended December 31, 2023. Through December 31, 2023, we have funded $231.4 million (Note 9).
•We committed to fund four redevelopment or expansion projects totaling $84.1 million. We currently expect to complete the projects in 2024 and 2025 (Note 6).
•We entered into a purchase agreement to acquire four retail (car wash) facilities in the United States for approximately $20.3 million, which is expected to be completed in 2024.
W. P. Carey 2023 10-K – 25 | |||||
Dispositions
•We disposed of 31 properties for total proceeds, net of selling costs, of $446.4 million, including eight properties sold under the Office Sale Program for total proceeds, net of selling costs, of $216.9 million (Note 17). Eight of the properties sold were hotel operating properties. These dispositions exclude properties contributed to NLOP in the Spin-Off (Note 3).
Financing and Capital Markets Transactions
•In April 2023, we entered into a new €500.0 million unsecured term loan maturing on April 2026, which was drawn in full at closing. In conjunction with the closing of this Unsecured Term Loan due 2026, we executed variable-to-fixed interest rate swaps that fix the total per annum interest rate at 4.34% through the end of 2024. The Unsecured Term Loan due 2026 was incorporated into the Senior Unsecured Credit Facility in December 2023 (Note 12).
•In December 2023, we amended and restated our multi-currency Senior Unsecured Credit Facility to (i) increase the capacity of our Unsecured Revolving Credit Facility from $1.8 billion to $2.0 billion and extend the maturity of this facility by four years to February 14, 2029, and (ii) refinance our £270.0 million GBP Term Loan due 2028 and our €215.0 million EUR Term Loan due 2028 by extending the maturity date of each term loan by three years to February 14, 2028, with an option to extend these term loans by up to an additional year, subject to certain customary conditions. As of December 31, 2023, the aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility was able to be increased up to an amount not to exceed the U.S. dollar equivalent of $4.35 billion, subject to the conditions to increase set forth in our credit agreement (Note 12).
•We settled in full our ATM Forwards by delivering 7,826,840 shares of common stock for net proceeds of approximately $634 million (Note 14).
•We reduced our mortgage debt outstanding by prepaying or repaying at maturity a total of $368.0 million of non-recourse mortgage loans with a weighted-average interest rate of 4.9% (Note 12).
Dividends to Stockholders
We declared cash dividends totaling $4.067 per share, comprised of four quarterly dividends per share of $1.067, $1.069, $1.071, and $0.860. Our fourth quarter dividend of $0.860 per share reflects both our strategic exit from the office assets within our portfolio (announced on September 21, 2023) and a lower payout ratio.
W. P. Carey 2023 10-K – 26 | |||||
Consolidated Results
(in thousands, except shares)
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenues from Real Estate | $ | 1,738,139 | $ | 1,468,101 | |||||||
Revenues from Investment Management | 3,219 | 10,985 | |||||||||
| Total revenues | 1,741,358 | 1,479,086 | |||||||||
| Net income from Real Estate attributable to W. P. Carey | 704,837 | 591,603 | |||||||||
| Net income from Investment Management attributable to W. P. Carey | 3,497 | 7,536 | |||||||||
| Net income attributable to W. P. Carey | 708,334 | 599,139 | |||||||||
| Dividends declared | 880,605 | 859,655 | |||||||||
| Net cash provided by operating activities | 1,073,432 | 1,003,556 | |||||||||
| Net cash used in investing activities | (905,883) | (1,052,531) | |||||||||
| Net cash provided by financing activities | 292,562 | 57,887 | |||||||||
Supplemental financial measures (a): | |||||||||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Real Estate | 1,115,013 | 1,042,782 | |||||||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Investment Management | 3,254 | 17,816 | |||||||||
Adjusted funds from operations attributable to W. P. Carey (AFFO) | 1,118,267 | 1,060,598 | |||||||||
| Diluted weighted-average shares outstanding | 215,760,496 | 200,427,124 | |||||||||
__________
(a)We consider Adjusted funds from operations (“AFFO”), a supplemental measure that is not defined by U.S. generally accepted accounting principles (“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.
Revenues
Real Estate revenue increased in 2023 as compared to 2022, primarily due to higher lease revenues (substantially as a result of property acquisition activity and rent escalations, as well as the net-leased properties we acquired in the CPA:18 Merger on August 1, 2022 (Note 4)) and higher operating property revenues (primarily from the operating properties we acquired in the CPA:18 Merger on August 1, 2022 and the 12 hotel properties that converted from net-lease to operating properties during the first quarter of 2023), partially offset by the impact of the Spin-Off (Note 3) and lower other lease-related income (Note 6).
Net Income Attributable to W. P. Carey
Net income attributable to W. P. Carey increased in 2023 as compared to 2022. Net income from Real Estate attributable to W. P. Carey increased primarily due to higher gain on sale of real estate and the impact of real estate acquisitions (including from properties acquired in the CPA:18 Merger on August 1, 2022) (Note 6, Note 17), partially offset by higher interest expense, non-cash unrealized gains recognized on certain investments in equity securities during the prior year (Note 10), higher impairment charges and allowance for credit losses (Note 10), and the impact of the Spin-Off (Note 3). Net income from Investment Management attributable to W. P. Carey decreased primarily due to the cessation of fees and distributions previously earned from CPA:18 – Global prior to the CPA:18 Merger. We also recognized an impairment charge on goodwill within our Investment Management segment during the prior year (Note 8). In addition, we recognized a gain on change in control of interests during the prior year in connection with the CPA:18 Merger (Note 4).
W. P. Carey 2023 10-K – 27 | |||||
AFFO
AFFO increased in 2023 as compared to 2022, primarily due to investment activity and rent escalations, partially offset by higher interest expense and the impact of the Spin-Off (Note 1, Note 3).
Portfolio Overview
Our portfolio is comprised of operationally-critical, commercial real estate assets net leased to tenants located primarily in the United States and Northern and Western Europe. We invest in high-quality single tenant industrial, warehouse, retail, and self-storage (net lease) properties subject to long-term leases with built-in rent escalators. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various net-leased jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.
Portfolio Summary
| As of December 31, | |||||||||||
| Net-leased Properties | 2023 | 2022 | |||||||||
| ABR (in thousands) | $ | 1,339,352 | $ | 1,381,899 | |||||||
| Number of net-leased properties | 1,424 | 1,449 | |||||||||
| Number of tenants | 336 | 392 | |||||||||
| Total square footage (in thousands) | 172,668 | 175,957 | |||||||||
| Occupancy | 98.1 | % | 98.8 | % | |||||||
| Weighted-average lease term (in years) | 11.7 | 10.8 | |||||||||
| Operating Properties | |||||||||||
| Number of operating properties: | 96 | 87 | |||||||||
| Number of self-storage operating properties | 89 | 84 | |||||||||
Number of hotel operating properties (a) | 5 | 1 | |||||||||
| Number of student housing operating properties | 2 | 2 | |||||||||
| Occupancy (self-storage operating properties) | 90.3 | % | 91.0 | % | |||||||
| Number of countries | 26 | 26 | |||||||||
| Total assets (in thousands) | $ | 17,976,783 | $ | 18,102,035 | |||||||
| Net investments in real estate (in thousands) | 14,913,899 | 15,488,898 | |||||||||
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
Acquisition volume (in millions) (b) | $ | 1,264.2 | $ | 1,265.5 | |||||||
| Construction projects completed (in millions) | 60.7 | 148.1 | |||||||||
| Average U.S. dollar/euro exchange rate | 1.0813 | 1.0540 | |||||||||
| Average U.S. dollar/British pound sterling exchange rate | 1.2433 | 1.2373 | |||||||||
__________
(a)During the first quarter of 2023, the master lease expired on certain hotel properties previously classified as net-leased properties, which converted to operating properties. As a result, during the year ended December 31, 2023, we reclassified 12 consolidated hotel properties from net leases to operating properties (Note 6). We sold eight of these hotel operating properties during the third and fourth quarters of 2023 (Note 17).
(b)Amounts for the year ended December 31, 2023 and 2022 include $38.2 million and $89.5 million, respectively, of funding for a construction loan (Note 9). Amount for the year ended December 31, 2022 excludes properties acquired in the CPA:18 Merger (Note 4). Amount for the year ended December 31, 2022 includes $19.8 million of sale-leasebacks classified as loans receivable (Note 7).
W. P. Carey 2023 10-K – 28 | |||||
Net-Leased Portfolio
The tables below represent information about our net-leased portfolio at December 31, 2023 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.
Top Ten Tenants by ABR
(dollars in thousands)
| Tenant/Lease Guarantor | Description | Number of Properties | ABR | ABR Percent | Weighted-Average Lease Term (Years) | |||||||||||||||||||||||||||
U-Haul Moving Partners Inc. and Mercury Partners, LP (a) | Net lease self-storage properties in the U.S. | 78 | $ | 38,751 | 2.9 | % | 0.2 | |||||||||||||||||||||||||
State of Andalusia (b) (c) | Government office properties in Spain | 70 | 32,539 | 2.4 | % | 11.0 | ||||||||||||||||||||||||||
Apotex Pharmaceutical Holdings Inc. (d) | Pharmaceutical R&D and advanced manufacturing properties in Canada | 11 | 31,528 | 2.3 | % | 19.2 | ||||||||||||||||||||||||||
Metro Cash & Carry Italia S.p.A. (b) | Business-to-business wholesale stores in Italy and Germany | 20 | 30,352 | 2.3 | % | 4.5 | ||||||||||||||||||||||||||
Hellweg Die Profi-Baumärkte GmbH & Co. KG (b) | Do-it-yourself retail properties in Germany | 35 | 30,182 | 2.2 | % | 13.2 | ||||||||||||||||||||||||||
| Extra Space Storage, Inc. | Net lease self-storage properties in the U.S. | 27 | 25,036 | 1.9 | % | 20.3 | ||||||||||||||||||||||||||
OBI Group (b) | Do-it-yourself retail properties in Poland | 26 | 24,857 | 1.9 | % | 7.4 | ||||||||||||||||||||||||||
ABC Technologies Holdings Inc. (d) (e) | Automotive component manufacturing properties in North America | 23 | 24,251 | 1.8 | % | 19.3 | ||||||||||||||||||||||||||
Fortenova Grupa d.d. (b) | Grocery stores and warehouses in Croatia | 19 | 22,367 | 1.7 | % | 10.3 | ||||||||||||||||||||||||||
| Nord Anglia Education, Inc. | K-12 private schools in the U.S. | 3 | 22,245 | 1.7 | % | 19.7 | ||||||||||||||||||||||||||
| Total | 312 | $ | 282,108 | 21.1 | % | 11.8 | ||||||||||||||||||||||||||
__________
(a)Mercury Partners, LP (a related party of U-Haul Moving Partners Inc.) provided notice that it intends to exercise its option to repurchase the 78 properties it is leasing during the first quarter of 2024 (Note 7).
(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.
(d)ABR from these properties is denominated in U.S. dollars.
(e)Of the 23 properties leased to ABC Technologies Holdings Inc., nine are located in Canada, eight are located in the United States, and six are located in Mexico.
W. P. Carey 2023 10-K – 29 | |||||
Portfolio Diversification by Geography
(in thousands, except percentages)
| Region | ABR | ABR Percent | Square Footage (a) | Square Footage Percent | ||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| South | ||||||||||||||||||||||||||
| Texas | $ | 86,296 | 6.4 | % | 11,274 | 6.5 | % | |||||||||||||||||||
| Florida | 42,710 | 3.2 | % | 3,816 | 2.2 | % | ||||||||||||||||||||
| Georgia | 27,542 | 2.1 | % | 4,333 | 2.5 | % | ||||||||||||||||||||
| Tennessee | 24,161 | 1.8 | % | 3,921 | 2.3 | % | ||||||||||||||||||||
| Alabama | 22,270 | 1.7 | % | 3,353 | 1.9 | % | ||||||||||||||||||||
Other (b) | 16,288 | 1.2 | % | 2,402 | 1.4 | % | ||||||||||||||||||||
| Total South | 219,267 | 16.4 | % | 29,099 | 16.8 | % | ||||||||||||||||||||
| Midwest | ||||||||||||||||||||||||||
| Illinois | 57,057 | 4.3 | % | 10,164 | 5.9 | % | ||||||||||||||||||||
| Ohio | 33,767 | 2.5 | % | 6,947 | 4.0 | % | ||||||||||||||||||||
| Indiana | 29,727 | 2.2 | % | 5,137 | 3.0 | % | ||||||||||||||||||||
| Michigan | 24,103 | 1.8 | % | 4,241 | 2.4 | % | ||||||||||||||||||||
| Wisconsin | 16,624 | 1.2 | % | 3,074 | 1.8 | % | ||||||||||||||||||||
Other (b) | 52,296 | 3.9 | % | 7,713 | 4.5 | % | ||||||||||||||||||||
| Total Midwest | 213,574 | 15.9 | % | 37,276 | 21.6 | % | ||||||||||||||||||||
| East | ||||||||||||||||||||||||||
| North Carolina | 35,530 | 2.7 | % | 8,156 | 4.7 | % | ||||||||||||||||||||
| Pennsylvania | 30,459 | 2.3 | % | 3,374 | 2.0 | % | ||||||||||||||||||||
| New York | 20,556 | 1.5 | % | 2,262 | 1.3 | % | ||||||||||||||||||||
| South Carolina | 19,208 | 1.4 | % | 4,952 | 2.9 | % | ||||||||||||||||||||
| Kentucky | 18,130 | 1.4 | % | 2,983 | 1.7 | % | ||||||||||||||||||||
| Massachusetts | 16,836 | 1.3 | % | 1,255 | 0.7 | % | ||||||||||||||||||||
| New Jersey | 13,680 | 1.0 | % | 797 | 0.5 | % | ||||||||||||||||||||
| Virginia | 13,623 | 1.0 | % | 1,761 | 1.0 | % | ||||||||||||||||||||
Other (b) | 24,145 | 1.8 | % | 3,799 | 2.2 | % | ||||||||||||||||||||
| Total East | 192,167 | 14.4 | % | 29,339 | 17.0 | % | ||||||||||||||||||||
| West | ||||||||||||||||||||||||||
| California | 60,741 | 4.5 | % | 5,889 | 3.4 | % | ||||||||||||||||||||
| Arizona | 20,133 | 1.5 | % | 2,664 | 1.5 | % | ||||||||||||||||||||
| Utah | 14,522 | 1.1 | % | 2,021 | 1.2 | % | ||||||||||||||||||||
Other (b) | 53,631 | 4.0 | % | 4,776 | 2.8 | % | ||||||||||||||||||||
| Total West | 149,027 | 11.1 | % | 15,350 | 8.9 | % | ||||||||||||||||||||
| United States Total | 774,035 | 57.8 | % | 111,064 | 64.3 | % | ||||||||||||||||||||
| International | ||||||||||||||||||||||||||
| Germany | 73,065 | 5.5 | % | 6,535 | 3.8 | % | ||||||||||||||||||||
| Spain | 68,077 | 5.1 | % | 5,862 | 3.4 | % | ||||||||||||||||||||
| The Netherlands | 62,775 | 4.7 | % | 7,054 | 4.1 | % | ||||||||||||||||||||
| Poland | 59,988 | 4.5 | % | 8,158 | 4.7 | % | ||||||||||||||||||||
Canada (c) | 50,861 | 3.8 | % | 5,087 | 2.9 | % | ||||||||||||||||||||
| United Kingdom | 48,505 | 3.6 | % | 4,432 | 2.6 | % | ||||||||||||||||||||
| Italy | 42,238 | 3.1 | % | 5,381 | 3.1 | % | ||||||||||||||||||||
| Denmark | 25,053 | 1.9 | % | 3,002 | 1.7 | % | ||||||||||||||||||||
| Croatia | 23,200 | 1.7 | % | 2,063 | 1.2 | % | ||||||||||||||||||||
| France | 21,745 | 1.6 | % | 1,679 | 1.0 | % | ||||||||||||||||||||
| Lithuania | 13,569 | 1.0 | % | 1,640 | 1.0 | % | ||||||||||||||||||||
Other (d) | 76,241 | 5.7 | % | 10,711 | 6.2 | % | ||||||||||||||||||||
| International Total | 565,317 | 42.2 | % | 61,604 | 35.7 | % | ||||||||||||||||||||
| Total | $ | 1,339,352 | 100.0 | % | 172,668 | 100.0 | % | |||||||||||||||||||
W. P. Carey 2023 10-K – 30 | |||||
Portfolio Diversification by Property Type
(in thousands, except percentages)
| Property Type | ABR | ABR Percent | Square Footage (a) | Square Footage Percent | ||||||||||||||||||||||
| Industrial | $ | 432,256 | 32.3 | % | 68,962 | 39.9 | % | |||||||||||||||||||
| Warehouse | 353,781 | 26.4 | % | 64,724 | 37.5 | % | ||||||||||||||||||||
Retail (e) | 278,526 | 20.8 | % | 21,124 | 12.2 | % | ||||||||||||||||||||
| Office | 72,067 | 5.4 | % | 5,202 | 3.0 | % | ||||||||||||||||||||
| Self Storage (net lease) | 63,786 | 4.7 | % | 5,810 | 3.4 | % | ||||||||||||||||||||
Other (f) | 138,936 | 10.4 | % | 6,846 | 4.0 | % | ||||||||||||||||||||
| Total | $ | 1,339,352 | 100.0 | % | 172,668 | 100.0 | % | |||||||||||||||||||
__________
(a)Includes square footage for any vacant properties.
(b)Other properties within South include assets in Louisiana, Arkansas, Oklahoma, and Mississippi. Other properties within Midwest include assets in Minnesota, Iowa, Kansas, Missouri, Nebraska, South Dakota, and North Dakota. Other properties within East include assets in Maryland, Connecticut, West Virginia, New Hampshire, and Maine. Other properties within West include assets in Colorado, Oregon, Nevada, Washington, Hawaii, Idaho, Montana, Wyoming, and New Mexico.
(c)$46.8 million (92.1%) of ABR from properties in Canada is denominated in U.S. dollars, with the balance denominated in Canadian dollars.
(d)Includes assets in Mexico, Belgium, Finland, Hungary, Norway, Mauritius, Slovakia, Portugal, the Czech Republic, Austria, Sweden, Latvia, Japan, and Estonia.
(e)Includes automotive dealerships.
(f)Includes ABR from tenants with the following property types: education facility, specialty, laboratory, hotel (net lease), research and development, and land.
W. P. Carey 2023 10-K – 31 | |||||
Portfolio Diversification by Tenant Industry
(in thousands, except percentages)
| Industry Type | ABR | ABR Percent | Square Footage | Square Footage Percent | ||||||||||||||||||||||
Retail Stores (a) | $ | 306,553 | 22.9 | % | 37,151 | 21.5 | % | |||||||||||||||||||
| Consumer Services | 127,118 | 9.5 | % | 8,288 | 4.8 | % | ||||||||||||||||||||
| Beverage and Food | 110,599 | 8.3 | % | 15,759 | 9.1 | % | ||||||||||||||||||||
| Automotive | 95,700 | 7.1 | % | 14,502 | 8.4 | % | ||||||||||||||||||||
| Grocery | 83,227 | 6.2 | % | 7,406 | 4.3 | % | ||||||||||||||||||||
| Healthcare and Pharmaceuticals | 72,079 | 5.4 | % | 6,656 | 3.9 | % | ||||||||||||||||||||
| Cargo Transportation | 60,993 | 4.6 | % | 9,122 | 5.3 | % | ||||||||||||||||||||
| Containers, Packaging, and Glass | 49,844 | 3.7 | % | 8,580 | 5.0 | % | ||||||||||||||||||||
| Capital Equipment | 49,300 | 3.7 | % | 8,053 | 4.7 | % | ||||||||||||||||||||
| Durable Consumer Goods | 47,361 | 3.5 | % | 10,240 | 5.9 | % | ||||||||||||||||||||
| Construction and Building | 47,206 | 3.5 | % | 9,036 | 5.2 | % | ||||||||||||||||||||
| Sovereign and Public Finance | 43,424 | 3.2 | % | 3,368 | 2.0 | % | ||||||||||||||||||||
| Hotel and Leisure | 42,030 | 3.1 | % | 2,053 | 1.2 | % | ||||||||||||||||||||
| Chemicals, Plastics, and Rubber | 32,779 | 2.5 | % | 5,929 | 3.4 | % | ||||||||||||||||||||
| Non-Durable Consumer Goods | 32,680 | 2.4 | % | 6,805 | 3.9 | % | ||||||||||||||||||||
| Business Services | 28,054 | 2.1 | % | 2,983 | 1.7 | % | ||||||||||||||||||||
| High Tech Industries | 23,614 | 1.8 | % | 2,624 | 1.5 | % | ||||||||||||||||||||
| Metals | 22,765 | 1.7 | % | 4,347 | 2.5 | % | ||||||||||||||||||||
| Telecommunications | 14,030 | 1.1 | % | 1,500 | 0.9 | % | ||||||||||||||||||||
Other (b) | 49,996 | 3.7 | % | 8,266 | 4.8 | % | ||||||||||||||||||||
| Total | $ | 1,339,352 | 100.0 | % | 172,668 | 100.0 | % | |||||||||||||||||||
__________
(a)Includes automotive dealerships.
(b)Includes ABR from tenants in the following industries: wholesale, aerospace and defense, insurance, banking, environmental industries, oil and gas, media: advertising, printing, and publishing, consumer transportation, forest products and paper, and electricity. Also includes square footage for vacant properties.
W. P. Carey 2023 10-K – 32 | |||||
Lease Expirations
(dollars and square footage in thousands)
Year of Lease Expiration (a) | Number of Leases Expiring | Number of Tenants with Leases Expiring | ABR | ABR Percent | Square Footage | Square Footage Percent | ||||||||||||||||||||||||||||||||
2024 (b) | 29 | 23 | $ | 60,324 | 4.5 | % | 7,886 | 4.6 | % | |||||||||||||||||||||||||||||
| 2025 | 36 | 17 | 45,090 | 3.4 | % | 5,767 | 3.3 | % | ||||||||||||||||||||||||||||||
| 2026 | 37 | 28 | 59,834 | 4.5 | % | 8,502 | 4.9 | % | ||||||||||||||||||||||||||||||
| 2027 | 43 | 26 | 62,571 | 4.7 | % | 7,149 | 4.1 | % | ||||||||||||||||||||||||||||||
| 2028 | 41 | 25 | 57,892 | 4.3 | % | 4,669 | 2.7 | % | ||||||||||||||||||||||||||||||
| 2029 | 56 | 29 | 75,809 | 5.7 | % | 9,218 | 5.3 | % | ||||||||||||||||||||||||||||||
| 2030 | 29 | 26 | 36,051 | 2.7 | % | 3,941 | 2.3 | % | ||||||||||||||||||||||||||||||
| 2031 | 35 | 19 | 66,987 | 5.0 | % | 8,345 | 4.8 | % | ||||||||||||||||||||||||||||||
| 2032 | 38 | 19 | 41,613 | 3.1 | % | 5,799 | 3.4 | % | ||||||||||||||||||||||||||||||
| 2033 | 30 | 23 | 76,477 | 5.7 | % | 10,797 | 6.3 | % | ||||||||||||||||||||||||||||||
2034 (c) | 50 | 19 | 94,644 | 7.1 | % | 9,188 | 5.3 | % | ||||||||||||||||||||||||||||||
| 2035 | 19 | 16 | 35,500 | 2.6 | % | 5,885 | 3.4 | % | ||||||||||||||||||||||||||||||
| 2036 | 45 | 19 | 71,427 | 5.3 | % | 10,958 | 6.4 | % | ||||||||||||||||||||||||||||||
| 2037 | 26 | 13 | 61,555 | 4.6 | % | 6,441 | 3.7 | % | ||||||||||||||||||||||||||||||
| Thereafter (>2037) | 259 | 108 | 493,578 | 36.8 | % | 64,885 | 37.6 | % | ||||||||||||||||||||||||||||||
| Vacant | — | — | — | — | % | 3,238 | 1.9 | % | ||||||||||||||||||||||||||||||
| Total | 773 | $ | 1,339,352 | 100.0 | % | 172,668 | 100.0 | % | ||||||||||||||||||||||||||||||
__________
(a)Assumes tenants do not exercise any renewal options or purchase options.
(b)Includes ABR of $38.8 million from a tenant (U-Haul Moving Partners, Inc. and Mercury Partners, LP) that provided notice of its intention to exercise its option to repurchase the 78 properties it is leasing during the first quarter of 2024 (Note 7).
(c)Includes ABR of $32.5 million from a portfolio of 70 properties leased to State of Andalusia that was sold in January 2024 (Note 19).
Terms and Definitions
Pro Rata Metrics —The portfolio information above contains certain metrics prepared on a pro rata basis. We refer to these metrics as pro rata metrics. We have certain investments in which our economic ownership is less than 100%. On a full consolidation basis, we report 100% of the assets, liabilities, revenues, and expenses of those investments that are deemed to be under our control or for which we are deemed to be the primary beneficiary, even if our ownership is less than 100%. Also, for all other jointly owned investments, which we do not control, we report our net investment and our net income or loss from that investment. On a pro rata basis, we generally present our proportionate share, based on our economic ownership of these jointly owned investments, of the portfolio metrics of those investments. Multiplying each of our jointly owned investments’ financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investments.
ABR — ABR represents contractual minimum annualized base rent for our net-leased properties and reflects exchange rates as of December 31, 2023. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties.
W. P. Carey 2023 10-K – 33 | |||||
Results of Operations
We operate in two reportable segments: Real Estate and Investment Management. We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of properties in our Real Estate segment. We focus our efforts on accretive investing and improving portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio. Through our Investment Management segment, we earn fees and other income from the management of NLOP and CESH. Refer to Note 18 for tables presenting the comparative results of our Real Estate and Investment Management segments.
Real Estate
Revenues
The following table presents revenues within our Real Estate segment (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||
| Real Estate Revenues | |||||||||||||||||
| Lease revenues from: | |||||||||||||||||
| Existing net-leased properties | $ | 1,016,871 | $ | 952,472 | $ | 64,399 | |||||||||||
| Recently acquired net-leased properties | 152,892 | 42,974 | 109,918 | ||||||||||||||
| Net-leased properties acquired in the CPA:18 Merger | 58,531 | 25,928 | 32,603 | ||||||||||||||
| Net-leased properties sold, held for sale, derecognized, or reclassified to operating properties or sales-type leases | 199,082 | 280,243 | (81,161) | ||||||||||||||
| Total lease revenues (including reimbursable tenant costs) | 1,427,376 | 1,301,617 | 125,759 | ||||||||||||||
| Income from finance leases and loans receivable | 107,173 | 74,266 | 32,907 | ||||||||||||||
| Operating property revenues from: | |||||||||||||||||
| Operating properties acquired in the CPA:18 Merger | 94,657 | 39,194 | 55,463 | ||||||||||||||
| Operating properties sold or held for sale | 33,491 | 815 | 32,676 | ||||||||||||||
| Operating properties recently reclassified from net-leased properties or recently acquired | 30,571 | — | 30,571 | ||||||||||||||
| Existing operating properties | 21,538 | 19,221 | 2,317 | ||||||||||||||
| Total operating property revenues | 180,257 | 59,230 | 121,027 | ||||||||||||||
| Other lease-related income | 23,333 | 32,988 | (9,655) | ||||||||||||||
| $ | 1,738,139 | $ | 1,468,101 | $ | 270,038 | ||||||||||||
Lease Revenues
“Existing net-leased properties” are those that we acquired or placed into service prior to January 1, 2022 and that were not sold, held for sale, derecognized, or reclassified to operating properties or sales-type leases during the periods presented. For the periods presented, there were 947 existing net-leased properties.
W. P. Carey 2023 10-K – 34 | |||||
For the year ended December 31, 2023 as compared to 2022, lease revenues from existing net-leased properties increased due to the following items (in millions):
__________
(a)Excludes fixed minimum rent increases, which are reflected as straight-line rent adjustments within lease revenues.
(b)Primarily comprised of higher reimbursable maintenance costs at certain properties.
“Recently acquired net-leased properties” are those that we acquired or placed into service subsequent to December 31, 2021 and that were not sold or held for sale during the periods presented. Since January 1, 2022, we acquired 34 investments (comprised of 196 properties) and placed two properties into service.
“Net-leased properties acquired in the CPA:18 Merger” on August 1, 2022 (Note 4) consisted of 28 net-leased properties that were not sold, held for sale, or derecognized during the periods presented.
“Net-leased properties sold, held for sale, derecognized, or reclassified to operating properties or sales-type leases” include:
•23 net-leased properties disposed of during the year ended December 31, 2023;
•two net-leased properties classified as held for sale at December 31, 2023, both of which were sold in January 2024 (Note 6, Note 19);
•23 net-leased properties disposed of during the year ended December 31, 2022;
•a portfolio of 12 net-leased hotel properties that converted to operating properties in the first quarter of 2023 upon expiration of the master lease with the Marriott Corporation, after which we began recognizing operating property revenues and expenses from these properties (Note 6) (eight of these properties were sold during the third and fourth quarters of 2023);
•portfolios of (i) 78 net-leased self-storage properties that were reclassified to net investments in sales-type leases in the first quarter of 2023, since the tenant provided notice of its intention to exercise its option to repurchase the properties, and (ii) 70 net-leased office properties that were reclassified to net investments in sales-type leases in the fourth quarter of 2023, since we agreed to sell the portfolio to the tenant, resulting in a lease modification; following these transactions, we began recognizing earnings from these properties within Income from finance leases and loans receivable in the consolidated financial statements; and
W. P. Carey 2023 10-K – 35 | |||||
Income from Finance Leases and Loans Receivable
For the year ended December 31, 2023 as compared to 2022, income from finance leases and loans receivable increased due to the following items (in millions):
Operating Property Revenues and Expenses
“Operating properties acquired in the CPA:18 Merger” consisted of 65 self-storage properties and two student housing properties, which contributed operating property revenues, depreciation and amortization, and operating property expenses since August 1, 2022, the date of the CPA:18 Merger December 31, 2023 (Note 4).
“Operating properties sold or held for sale” are comprised of (i) the eight hotel operating properties sold during the year ended December 31, 2023 and (ii) a parking garage attached to a net-leased property that was derecognized in connection with the Spin-Off (Note 3).
“Operating properties recently reclassified from net-leased properties or recently acquired” include (i) four net-leased hotel properties that converted to operating properties in the first quarter of 2023 (after which we began recognizing operating property revenues and expenses from these properties (Note 6)) and (ii) five self-storage operating properties acquired during the year ended December 31, 2023 (Note 6).
“Existing operating properties” are those that we acquired or placed into service prior to January 1, 2022 and that were not sold or held for sale during the periods presented. For the periods presented, we recorded operating property revenues from 11 existing operating properties, comprised of ten self-storage operating properties (which excludes nine self-storage properties accounted for under the equity method) and one hotel operating property. For our hotel operating property, revenues and expenses increased by $2.3 million and $1.5 million, respectively, for the year ended December 31, 2023 as compared to 2022, reflecting higher occupancy.
Other Lease-Related Income
W. P. Carey 2023 10-K – 36 | |||||
Operating Expenses
Depreciation and Amortization
For the year ended December 31, 2023 as compared to 2022, depreciation and amortization expense for net-leased properties and self-storage operating properties increased primarily due to the impact of net acquisition activity (including properties acquired in the CPA:18 Merger (Note 4)), partially offset by the impact of the Spin-Off (Note 3).
General and Administrative
All general and administrative expenses are recognized within our Real Estate segment.
For the year ended December 31, 2023 as compared to 2022, general and administrative expenses increased by $7.1 million, primarily due to higher compensation expense, increased employee benefits expense, increased professional fees and expenses resulting from the assets acquired in the CPA:18 Merger (Note 4), and no longer receiving reimbursements from CPA:18 – Global.
Impairment Charges — Real Estate
Property Expenses, Excluding Reimbursable Tenant Costs
For the year ended December 31, 2023 as compared to 2022, property expenses, excluding reimbursable tenant costs, decreased by $6.3 million, primarily due to the release of real estate taxes accrued for a cash basis tenant during the current year. The tenant was previously not current on real estate taxes due, and repaid the outstanding amount in the second quarter of 2023. This decrease was partially offset by the recovery of property taxes in the prior year period due to a successful court ruling and higher property expenses related to certain properties acquired in the CPA:18 Merger.
Stock-based Compensation Expense
For a description of our equity plans and awards, please see Note 15. Stock-based compensation expense is fully recognized within our Real Estate segment.
For the year ended December 31, 2023 as compared to 2022, stock-based compensation expense increased by $1.7 million, primarily due to higher amortization of restricted share units, partially offset by the impact of changes in the projected payout for performance share units.
Merger and Other Expenses
For the year ended December 31, 2023, merger and other expenses are primarily comprised of costs incurred in connection with the Spin-Off, which was completed in November 2023 (Note 3).
For the year ended December 31, 2022, merger and other expenses are primarily comprised of costs incurred in connection with the CPA:18 Merger (Note 4), which was completed in August 2022.
Other Income and Expenses, and Provision for Income Taxes
Gain on Sale of Real Estate, Net
Gain on sale of real estate, net, consists of gains and losses on the sale of properties that were (i) disposed of, (ii) subject to the exercise of a purchase option, or (iii) subject to a purchase agreement resulting in a lease modification during the reporting period, as more fully described in Note 6, Note 7, and Note 17.
W. P. Carey 2023 10-K – 37 | |||||
Interest Expense
For the year ended December 31, 2023 as compared to 2022, interest expense increased by $72.7 million, primarily due to (i) an increase of $35.6 million related to non-recourse mortgage loans assumed in the CPA:18 Merger on August 1, 2022 (Note 4), (ii) higher outstanding balances and interest rates on our Senior Unsecured Credit Facility, (iii) our Unsecured Term Loan due 2026 that we entered into in April 2023 (Note 12), and (iv) two senior unsecured notes issuances totaling $334.8 million (based on the exchange rate of the euro on the dates of issuance) with a weighted-average interest rate of 3.6% completed in September 2022, partially offset by the reduction of our mortgage debt outstanding by prepaying or repaying at or close to maturity a total of $483.1 million of non-recourse mortgage loans with a weighted-average interest rate of 4.8% since January 1, 2022 (Note 12).
The following table presents certain information about our outstanding debt (dollars in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Average outstanding debt balance | $ | 8,404,466 | $ | 7,392,208 | |||||||
| Weighted-average interest rate | 3.2 | % | 2.7 | % | |||||||
Non-Operating Income
Non-operating income primarily consists of realized gains and losses on derivative instruments, dividends from equity securities, and interest income on our loans to affiliates and cash deposits.
The following table presents non-operating income within our Real Estate segment (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||
| Non-Operating Income | |||||||||||||||||
| $ | 14,485 | $ | 24,058 | $ | (9,573) | ||||||||||||
| Interest income related to our loans to affiliates and cash deposits | 6,944 | 1,011 | 5,933 | ||||||||||||||
| — | 4,308 | (4,308) | |||||||||||||||
| — | 912 | (912) | |||||||||||||||
| $ | 21,429 | $ | 30,289 | $ | (8,860) | ||||||||||||
W. P. Carey 2023 10-K – 38 | |||||
Earnings from Equity Method Investments in Real Estate
Our equity method investments in real estate are more fully described in Note 9. The following table presents earnings from equity method investments in real estate (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||
| Earnings from Equity Method Investments in Real Estate | |||||||||||||||||
| Existing Equity Method Investments: | |||||||||||||||||
Earnings from Las Vegas Retail Complex (a) | $ | 12,763 | $ | 10,077 | $ | 2,686 | |||||||||||
| Earnings from Johnson Self Storage | 4,572 | 4,334 | 238 | ||||||||||||||
Earnings from Kesko Senukai (b) | 1,385 | 3,908 | (2,523) | ||||||||||||||
| Earnings from Harmon Retail Center | 855 | 1,051 | (196) | ||||||||||||||
| 19,575 | 19,370 | 205 | |||||||||||||||
| — | (4,610) | 4,610 | |||||||||||||||
| Other | — | 1,461 | (1,461) | ||||||||||||||
| — | (3,149) | 3,149 | |||||||||||||||
| $ | 19,575 | $ | 16,221 | $ | 3,354 | ||||||||||||
__________
(a)Increase is due to funding of this construction loan since January 1, 2022, which has an interest rate of 6.0%.
(b)Decrease is primarily due to higher rent collections at these retail properties during the prior year, where certain rents were previously disputed and subsequently collected.
Other Gains and (Losses)
Other gains and (losses) primarily consists of gains and losses on (i) the mark-to-market fair value of equity securities, (ii) extinguishment of debt, and (iii) foreign currency exchange rate movements, as well as changes in the allowance for credit losses on finance receivables. The timing and amount of such gains or losses cannot always be estimated and are subject to fluctuation. Certain of our foreign currency-denominated unsecured debt instruments were designated as net investment hedges during the years ended December 31, 2023 and 2022. Therefore, no gains and losses on foreign currency exchange rate movements were recognized on the remeasurement of such instruments during those periods (Note 11).
W. P. Carey 2023 10-K – 39 | |||||
The following table presents other gains and (losses) within our Real Estate segment (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||
| Other Gains and (Losses) | |||||||||||||||||
| $ | (29,074) | $ | 14,363 | $ | (43,437) | ||||||||||||
Net realized and unrealized losses on foreign currency exchange rate movements (b) | (5,458) | (26,866) | 21,408 | ||||||||||||||
| Non-cash unrealized losses on non-hedging derivatives | (3,918) | (898) | (3,020) | ||||||||||||||
| Gain on extinguishment of debt | 2,940 | 1,301 | 1,639 | ||||||||||||||
Non-cash unrealized gains related to an increase in the fair value of our investment in common shares of WLT (Note 10) | — | 49,233 | (49,233) | ||||||||||||||
Non-cash unrealized gains related to an increase in the fair value of our investment in shares of Lineage Logistics (Note 10) | — | 38,582 | (38,582) | ||||||||||||||
Non-cash unrealized gains related to an increase in the fair value of our investment in preferred shares of WLT (Note 10) | — | 18,688 | (18,688) | ||||||||||||||
Gain on repayment of secured loan receivable (c) | — | 10,613 | (10,613) | ||||||||||||||
Adjustment to insurance receivable acquired as part of a prior merger (d) | — | (9,358) | 9,358 | ||||||||||||||
| Other | (917) | 1,491 | (2,408) | ||||||||||||||
| $ | (36,427) | $ | 97,149 | $ | (133,576) | ||||||||||||
__________
(a)As a result of the declining financial position of one of our top ten tenants, we recognized a $28.8 million allowance for credit loss during the year ended December 31, 2023, based on our expectation of collecting lower rents going forward.
(b)Remeasurement of certain monetary assets and liabilities that are held by our subsidiaries in currencies other than their functional currency are included in other gains and (losses). This includes foreign currency-denominated intercompany loans to our foreign subsidiaries that are scheduled for settlement. Beginning in the first quarter of 2023, our intercompany loans subject to remeasurement were hedged by certain of our foreign currency-denominated unsecured debt that we de-designated as net investment hedges.
(c)We acquired a secured loan receivable with a fair value of $23.4 million in our merger with a former affiliate, Corporate Property Associates 17 – Global Incorporated, in October 2018 (“CPA:17 Merger”), for which the outstanding principal of $34.0 million was fully repaid to us in September 2022 (Note 7). Therefore, we recorded a $10.6 million gain on repayment of this secured loan receivable.
(d)This insurance receivable was acquired in the CPA:17 Merger.
Gain on Change in Control of Interests
In connection with the CPA:18 Merger, during the year ended December 31, 2022, we acquired the remaining interests in four investments in which we already had a joint interest and accounted for under the equity method. Due to the change in control of these four jointly owned investments, we recorded a gain on change in control of interests of $11.4 million reflecting the difference between our carrying values and the preliminary estimated fair values of our previously held equity interests on August 1, 2022. Subsequent to the CPA:18 Merger, we consolidated these wholly owned investments (Note 4).
Provision for Income Taxes
For the year ended December 31, 2023 as compared to 2022, provision for income taxes within our Real Estate segment increased by $23.0 million, primarily due to (i) higher current taxes as a result of rent increases driven by CPI adjustments at existing international properties, (ii) deferred tax benefits recognized during the prior year period related to the release of valuation allowances on certain foreign properties, and (iii) the impact of international property acquisitions.
W. P. Carey 2023 10-K – 40 | |||||
Investment Management
We earn revenue as the advisor to the Managed Programs and NLOP. For the periods presented, we acted as advisor to the following Managed Programs: CPA:18 – Global (through August 1, 2022) and CESH. Upon completion of the CPA:18 Merger on August 1, 2022 (Note 4), the advisory agreement with CPA:18 – Global was terminated, and we ceased earning revenue from CPA:18 – Global. We have acted as advisor to NLOP since the Spin-Off on November 1, 2023 (Note 3).
We no longer raise capital for new or existing funds. We act as the advisor to CESH and currently expect to do so through the end of its life cycle. We also act as the advisor to NLOP pursuant to the NLOP Advisory Agreements (Note 1, Note 5).
Revenues
The following table presents revenues within our Investment Management segment (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | Change | |||||||||||||||
| Investment Management Revenues | |||||||||||||||||
| Asset management revenue | |||||||||||||||||
| NLOP | $ | 1,245 | $ | — | $ | 1,245 | |||||||||||
| CESH | 939 | 1,511 | (572) | ||||||||||||||
| CPA:18 – Global | — | 6,956 | (6,956) | ||||||||||||||
| 2,184 | 8,467 | (6,283) | |||||||||||||||
| Other advisory income and reimbursements | |||||||||||||||||
| NLOP | 667 | — | 667 | ||||||||||||||
| 667 | — | 667 | |||||||||||||||
| Reimbursable costs from affiliates | |||||||||||||||||
| CESH | 368 | 478 | (110) | ||||||||||||||
| CPA:18 – Global | — | 2,040 | (2,040) | ||||||||||||||
| 368 | 2,518 | (2,150) | |||||||||||||||
| $ | 3,219 | $ | 10,985 | $ | (7,766) | ||||||||||||
Asset Management Revenue
During the periods presented, we earned asset management revenue from (i) NLOP (since the Spin-Off on November 1, 2023 (Note 3)) based on an annual fee of $7.5 million, which will be proportionately reduced following the disposition of a portfolio property, (ii) CESH based on its gross assets under management at fair value, and (iii) CPA:18 – Global (prior to the CPA:18 Merger) based on the value of its real estate-related assets under management. For 2023, we received asset management revenue from NLOP and CESH in cash. Asset management revenues from NLOP and CESH are expected to decline as assets are sold.
Other Advisory Income and Reimbursements
Under the advisory agreement with NLOP, we earn a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.
Operating Expenses
Impairment Charges — Investment Management Goodwill
W. P. Carey 2023 10-K – 41 | |||||
Other Income and Expenses, and (Provision for) Benefit from Income Taxes
Gain on Change in Control of Interests
In connection with the CPA:18 Merger, during the year ended December 31, 2022, we recognized a gain on change in control of interests of $22.5 million within our Investment Management segment related to the difference between the carrying value and the preliminary estimated fair value of our previously held equity interest in shares of CPA:18 – Global’s common stock (Note 4).
Earnings from Equity Method Investments in the Managed Programs
The following table presents the details of our earnings from equity method investments in the Managed Programs (Note 9) (in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Earnings from equity method investments in the Managed Programs: | |||||||||||
Distributions of Available Cash from CPA:18 – Global (a) | $ | — | $ | 8,746 | |||||||
Earnings from equity method investments in the Managed Programs (a) | — | 4,542 | |||||||||
| Earnings from equity method investments in the Managed Programs | $ | — | $ | 13,288 | |||||||
__________
(a)As a result of the completion of the CPA:18 Merger on August 1, 2022 (Note 4), we no longer recognize equity income from our investment in shares of common stock of CPA:18 – Global or receive distributions of Available Cash (as defined in CPA:18 – Global’s partnership agreement) from CPA:18 – Global.
Benefit from (Provision for) Income Taxes
For the year ended December 31, 2023 we recorded a benefit from income taxes of $0.4 million, compared to a provision for income taxes of $6.3 million recognized during the year ended December 31, 2022, within our Investment Management segment. During 2022, in connection with the CPA:18 Merger, we incurred one-time current taxes upon the recognition of taxable income associated with the accelerated vesting of shares previously issued by CPA:18 – Global to us for asset management services performed.
Liquidity and Capital Resources
Sources and Uses of Cash During the Year
We use the cash flow generated from our investments primarily to meet our operating expenses, service debt, and fund dividends to stockholders. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of our equity and debt offerings; the timing of purchases and sales of real estate; the timing of the repayment of mortgage loans, our Senior Unsecured Notes, and our Unsecured Term Loans; the timing of our receipt of lease revenues; the timing and amount of other lease-related payments; the timing of settlement of foreign currency transactions; changes in foreign currency exchange rates; and the timing of distributions from equity method investments. We no longer receive certain fees and distributions from CPA:18 – Global following the completion of the CPA:18 Merger on August 1, 2022 (Note 4). Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term liquidity needs. We may also use existing cash resources, available capacity under our Senior Unsecured Credit Facility, proceeds from term loans or other bank debt, proceeds from dispositions of properties (including expected proceeds from the exercise of purchase options and the Office Sale Program (Note 1)), and the issuance of additional debt or equity securities, such as issuances of common stock through our ATM Program (Note 14), in order to meet our short-term and long-term liquidity needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.
W. P. Carey 2023 10-K – 42 | |||||
Operating Activities — Net cash provided by operating activities increased by $69.9 million during 2023 as compared to 2022, primarily due to an increase in cash flow generated from net investment activity (including properties acquired in the CPA:18 Merger (Note 4)) and scheduled rent increases at existing properties, partially offset by higher interest expense and the impact of the Spin-Off (Note 3).
Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and funding for build-to-suit activities and other capital expenditures on real estate. We also received $28.0 million from repayments of loans receivable and $10.5 million in distributions from equity method investments.
Financing Activities — Our financing activities are generally comprised of borrowings and repayments under our Unsecured Revolving Credit Facility and Unsecured Term Loans, issuances and repayments of the Senior Unsecured Notes, payments and prepayments of non-recourse mortgage loans, issuances of common equity, and payments of dividends to stockholders. In addition to these types of transactions, during the year ended December 31, 2023, we received $343.9 million in proceeds in connection with the Spin-Off (Note 3).
Summary of Financing
The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Carrying Value | |||||||||||
| Fixed rate: | |||||||||||
Senior Unsecured Notes (a) | $ | 6,035,686 | $ | 5,916,400 | |||||||
Unsecured Term Loans subject to interest rate swaps (a) | 549,109 | — | |||||||||
Non-recourse mortgages (a) (b) | 513,863 | 907,303 | |||||||||
| 7,098,658 | 6,823,703 | ||||||||||
| Variable rate: | |||||||||||
Unsecured Term Loans (a) | 576,455 | 552,539 | |||||||||
| Unsecured Revolving Credit Facility | 403,785 | 276,392 | |||||||||
Non-recourse mortgages (a): | |||||||||||
| Floating interest rate mortgage loans | 65,284 | 213,958 | |||||||||
| Amount subject to interest rate caps | — | 11,156 | |||||||||
| 1,045,524 | 1,054,045 | ||||||||||
| $ | 8,144,182 | $ | 7,877,748 | ||||||||
| Percent of Total Debt | |||||||||||
| Fixed rate | 87 | % | 87 | % | |||||||
| Variable rate | 13 | % | 13 | % | |||||||
| 100 | % | 100 | % | ||||||||
| Weighted-Average Interest Rate at End of Year | |||||||||||
| Fixed rate | 2.9 | % | 2.9 | % | |||||||
Variable rate (c) | 5.1 | % | 3.5 | % | |||||||
| Total debt | 3.2 | % | 3.0 | % | |||||||
____________
(a)Aggregate debt balance includes unamortized discount, net, totaling $31.8 million and $35.9 million as of December 31, 2023 and 2022, respectively, and unamortized deferred financing costs totaling $21.5 million and $26.0 million as of December 31, 2023 and 2022, respectively.
(b)Includes non-recourse mortgages subject to variable-to-fixed interest rate swaps totaling $45.0 million and $83.0 million as of December 31, 2023 and 2022, respectively.
(c)The impact of our interest rate swaps and caps is reflected in the weighted-average interest rates.
W. P. Carey 2023 10-K – 43 | |||||
Cash Resources
At December 31, 2023, our cash resources consisted of the following:
•cash and cash equivalents totaling $633.9 million. Of this amount, $203.1 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;
•our Unsecured Revolving Credit Facility, with available capacity of $1.6 billion (net of amounts reserved for standby letters of credit totaling $6.5 million); and
•unleveraged properties that had an aggregate asset carrying value of approximately $13.6 billion at December 31, 2023, although there can be no assurance that we would be able to obtain financing for these properties.
We may also access the capital markets through additional debt (denominated in both U.S. dollars and euros) and equity offerings, as well as term loans and other bank debt.
Our cash resources can be used for working capital needs and other commitments and may be used for future investments.
Cash Requirements and Liquidity
As of December 31, 2023, we had (i) $633.9 million of cash and cash equivalents and (ii) approximately $1.6 billion of available capacity under our Unsecured Revolving Credit Facility (net of amounts reserved for standby letters of credit totaling $6.5 million). Our Senior Unsecured Credit Facility includes (i) a $2.0 billion Unsecured Revolving Credit Facility (scheduled to mature on February 14, 2029), (ii) our Unsecured Term Loans due 2028 totaling $576.5 million outstanding (scheduled to mature on February 14, 2028), and (iii) our Unsecured Term Loan due 2026 totaling $549.1 million outstanding (scheduled to mature on April 24, 2026), as of December 31, 2023 (Note 12). As of December 31, 2023, scheduled debt principal payments total $1.3 billion during 2024 and $707.3 million during 2025 (Note 12).
During the next 12 months following December 31, 2023 and thereafter, we expect that our significant cash requirements will include:
•paying dividends to our stockholders;
•making scheduled principal and balloon payments on our debt obligations, including (i) $500 million of senior notes due in April 2024 and (ii) €500 million of senior notes due in July 2024 (Note 12);
•making scheduled interest payments on our debt obligations (future interest payments total $939.6 million, with $229.4 million due during the next 12 months; interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2023); and
•other normal recurring operating expenses.
We expect to fund these cash requirements through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility (as described above), proceeds from term loans or other bank debt, issuances of common stock through our ATM Program (Note 14), and potential issuances of additional debt or equity securities. We may also choose to prepay certain of our non-recourse mortgage loan obligations, depending on our capital needs and market conditions at that time.
Our liquidity could be adversely affected by unanticipated costs and greater-than-anticipated operating expenses. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, available capacity under our Unsecured Revolving Credit Facility, mortgage loan proceeds, and the issuance of additional debt or equity securities to meet these needs.
Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2023.
W. P. Carey 2023 10-K – 44 | |||||
Environmental Obligations
In connection with the purchase of many of our properties, we required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that our properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills, or other on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. We believe that the ultimate resolution of any environmental matters should not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. See Item 1A. Risk Factors for further discussion of potential environmental risks.
Critical Accounting Estimates
Our significant accounting policies are described in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Below is a summary of certain critical accounting estimates used in the preparation of our consolidated financial statements. Please also refer to our accounting policies described under Critical Accounting Policies and Estimates in Note 2.
Accounting for Acquisitions
In accordance with the guidance for business combinations and asset acquisitions, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values.
The tangible assets consist of land, buildings, and site improvements. The intangible assets and liabilities include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. The recorded allocations of tangible and intangible assets incorporate discount rates, capitalization rates, interest rates, market rents, leasing commissions, and certain other assumptions and estimates. We use considerable judgment in developing such assumptions and estimates, and significant increases or decreases in these key assumptions and estimates would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.
Impairments of Real Estate
For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.
As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.
W. P. Carey 2023 10-K – 45 | |||||
Supplemental Financial Measures
In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use Funds from Operations (“FFO”) and AFFO, which are non-GAAP measures defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.
Funds from Operations and Adjusted Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from the sale of certain real estate, impairment charges on real estate or other assets incidental to the company’s main business, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO on the same basis.
We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on loans receivable and finance leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, merger and acquisition expenses, and spin-off expenses. We also exclude realized and unrealized gains/losses on foreign currency exchange rate movements (other than those realized on the settlement of foreign currency derivatives), which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs that are currently not engaged in acquisitions, mergers, and restructuring, which are not part of our normal business operations. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.
We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.
W. P. Carey 2023 10-K – 46 | |||||
Consolidated FFO and AFFO were as follows (in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income attributable to W. P. Carey | $ | 708,334 | $ | 599,139 | |||||||
| Adjustments: | |||||||||||
| Depreciation and amortization of real property | 571,750 | 500,764 | |||||||||
Gain on sale of real estate, net (a) | (315,984) | (43,476) | |||||||||
Impairment charges — real estate (b) | 86,411 | 39,119 | |||||||||
Gain on change in control of interests (c) (d) | — | (33,931) | |||||||||
Impairment charges — Investment Management goodwill (e) | — | 29,334 | |||||||||
Proportionate share of adjustments to earnings from equity method investments (f) (g) | 11,381 | 15,155 | |||||||||
Proportionate share of adjustments for noncontrolling interests (h) | (666) | (491) | |||||||||
| Total adjustments | 352,892 | 506,474 | |||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey | 1,061,226 | 1,105,613 | |||||||||
| Adjustments: | |||||||||||
| Straight-line and other leasing and financing adjustments | (71,869) | (54,431) | |||||||||
Other (gains) and losses (i) | 36,184 | (96,038) | |||||||||
| Stock-based compensation | 34,504 | 32,841 | |||||||||
| Above- and below-market rent intangible lease amortization, net | 34,164 | 41,390 | |||||||||
| Amortization of deferred financing costs | 20,544 | 17,203 | |||||||||
Merger and other expenses (j) | 4,954 | 19,387 | |||||||||
| Other amortization and non-cash items | 1,735 | 1,931 | |||||||||
| Tax expense (benefit) — deferred and other | (199) | (3,759) | |||||||||
Proportionate share of adjustments to earnings from equity method investments (g) | (2,535) | (2,770) | |||||||||
Proportionate share of adjustments for noncontrolling interests (h) | (441) | (769) | |||||||||
| Total adjustments | 57,041 | (45,015) | |||||||||
| AFFO attributable to W. P. Carey | $ | 1,118,267 | $ | 1,060,598 | |||||||
| Summary | |||||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey | $ | 1,061,226 | $ | 1,105,613 | |||||||
| AFFO attributable to W. P. Carey | $ | 1,118,267 | $ | 1,060,598 | |||||||
W. P. Carey 2023 10-K – 47 | |||||
FFO and AFFO from Real Estate were as follows (in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income from Real Estate attributable to W. P. Carey | $ | 704,837 | $ | 591,603 | |||||||
| Adjustments: | |||||||||||
| Depreciation and amortization of real property | 571,750 | 500,764 | |||||||||
Gain on sale of real estate, net (a) | (315,984) | (43,476) | |||||||||
Impairment charges — real estate (b) | 86,411 | 39,119 | |||||||||
Gain on change in control of interests (c) | — | (11,405) | |||||||||
Proportionate share of adjustments to earnings from equity method investments (f) (g) | 11,381 | 15,155 | |||||||||
Proportionate share of adjustments for noncontrolling interests (h) | (666) | (491) | |||||||||
| Total adjustments | 352,892 | 499,666 | |||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate | 1,057,729 | 1,091,269 | |||||||||
| Adjustments: | |||||||||||
| Straight-line and other leasing and financing adjustments | (71,869) | (54,431) | |||||||||
Other (gains) and losses (i) | 36,427 | (97,149) | |||||||||
| Stock-based compensation | 34,504 | 32,841 | |||||||||
| Above- and below-market rent intangible lease amortization, net | 34,164 | 41,390 | |||||||||
| Amortization of deferred financing costs | 20,544 | 17,203 | |||||||||
Merger and other expenses (j) | 4,954 | 19,384 | |||||||||
| Other amortization and non-cash items | 1,735 | 1,931 | |||||||||
| Tax benefit — deferred and other | (199) | (8,164) | |||||||||
Proportionate share of adjustments to earnings from equity method investments (g) | (2,535) | (723) | |||||||||
Proportionate share of adjustments for noncontrolling interests (h) | (441) | (769) | |||||||||
| Total adjustments | 57,284 | (48,487) | |||||||||
| AFFO attributable to W. P. Carey — Real Estate | $ | 1,115,013 | $ | 1,042,782 | |||||||
| Summary | |||||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate | $ | 1,057,729 | $ | 1,091,269 | |||||||
| AFFO attributable to W. P. Carey — Real Estate | $ | 1,115,013 | $ | 1,042,782 | |||||||
W. P. Carey 2023 10-K – 48 | |||||
FFO and AFFO from Investment Management were as follows (in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income from Investment Management attributable to W. P. Carey | $ | 3,497 | $ | 7,536 | |||||||
| Adjustments: | |||||||||||
Impairment charges — Investment Management goodwill (e) | — | 29,334 | |||||||||
Gain on change in control of interests (d) | — | (22,526) | |||||||||
| Total adjustments | — | 6,808 | |||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management | 3,497 | 14,344 | |||||||||
| Adjustments: | |||||||||||
Other (gains) and losses (i) | (243) | 1,111 | |||||||||
| Tax expense — deferred and other | — | 4,405 | |||||||||
| Merger and other expenses | — | 3 | |||||||||
Proportionate share of adjustments to earnings from equity method investments (g) | — | (2,047) | |||||||||
| Total adjustments | (243) | 3,472 | |||||||||
| AFFO attributable to W. P. Carey — Investment Management | $ | 3,254 | $ | 17,816 | |||||||
| Summary | |||||||||||
| FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management | $ | 3,497 | $ | 14,344 | |||||||
| AFFO attributable to W. P. Carey — Investment Management | $ | 3,254 | $ | 17,816 | |||||||
__________
(a)Amount for the year ended December 31, 2023 includes (i) a gain on sale of real estate of $176.2 million recognized upon receiving notice of the exercise of a purchase option for a portfolio of 78 net-lease self-storage properties and the reclassification of the investment to net investments in sales-type leases and (ii) a gain on sale of real estate of $59.1 million recognized upon entering into an agreement to sell our portfolio of 70 office properties located in Spain to the tenant occupying the properties and the reclassification of the investment to net investments in sales-type leases (Note 7).
(b)Amount for the year ended December 31, 2023 includes an impairment charge of $47.3 million recognized on the 59 properties contributed to NLOP in connection with the Spin-Off (Note 1, Note 10).
(c)Amount for the year ended December 31, 2022 represents a gain recognized on the remaining interests in four investments acquired in the CPA:18 Merger, which we had previously accounted for under the equity method (Note 4).
(d)Amount for the year ended December 31, 2022 represents a gain recognized on our previously held interest in shares of CPA:18 – Global common stock in connection with the CPA:18 Merger (Note 4).
(e)Amount for the year ended December 31, 2022 represents an impairment charge recognized on goodwill within our Investment Management segment, since future Investment Management cash flows are expected to be minimal (Note 8, Note 10).
(f)Amount for the year ended December 31, 2022 includes our $4.6 million proportionate share of an impairment charge recognized on an equity method investment in real estate (Note 9).
(g)Equity income, including amounts that are not typically recognized for FFO and AFFO, is recognized within Earnings (losses) from equity method investments on the consolidated statements of income. This represents adjustments to equity income to reflect FFO and AFFO on a pro rata basis.
(h)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.
(i)Primarily comprised of gains and losses on extinguishment of debt, the mark-to-market fair value of equity securities, and foreign currency exchange rate movements, as well as non-cash allowance for credit losses on loans receivable and finance leases.
(j)Amount for the year ended December 31, 2023 is primarily comprised of costs incurred in connection with the Spin-Off (Note 1, Note 3). Amount for the year ended December 31, 2022 is primarily comprised of costs incurred in connection with the CPA:18 Merger (Note 4).
While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures.
W. P. Carey 2023 10-K – 49 | |||||
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary market risks that we are exposed to are interest rate risk and foreign currency exchange risk; however, we do not use derivative instruments to hedge credit/market risks or for speculative purposes. From time to time, we may enter into foreign currency collars to hedge our foreign currency cash flow exposures.
We are also exposed to further market risk as a result of tenant concentrations in certain industries and/or geographic regions, since adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio and we attempt to diversify such portfolio so that we are not overexposed to a particular industry or geographic region.
Interest Rate Risk
The values of our real estate and related fixed-rate debt obligations, as well as the values of our unsecured debt obligations, are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the fair value of our assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants.
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we generally seek long-term debt financing on a fixed-rate basis. However, we are subject to variable-rate interest on our Unsecured Term Loans, Unsecured Revolving Credit Facility, and certain of our non-recourse mortgage debt. We have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties related to certain of our variable-rate debt. See Note 11 for additional information on our interest rate swaps and caps.
Our debt obligations are more fully described in Note 12 and Liquidity and Capital Resources — Summary of Financing in Item 7 above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2023 (in thousands):
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||||||||||||||||||
Fixed-rate debt (a) (b) | $ | 1,213,465 | $ | 707,259 | $ | 1,547,876 | $ | 553,168 | $ | 553,207 | $ | 2,572,559 | $ | 7,147,534 | $ | 6,654,802 | |||||||||||||||||||||||||||||||
Variable-rate debt (a) | $ | 65,284 | $ | — | $ | — | $ | — | $ | 580,881 | $ | 403,786 | $ | 1,049,951 | $ | 1,045,523 | |||||||||||||||||||||||||||||||
__________
(a)Amounts are based on the exchange rate at December 31, 2023, as applicable.
(b)Amounts include non-recourse mortgages and unsecured term loans subject to variable-to-fixed interest rate swaps. Amounts are primarily comprised of principal payments for our Senior Unsecured Notes (Note 12).
The estimated fair value of our fixed-rate debt and our variable-rate debt is affected by changes in interest rates. Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at December 31, 2023 would increase or decrease by $6.9 million for our euro-denominated debt, by $3.4 million for our British pound sterling-denominated debt, and by $0.2 million for our Japanese yen-denominated debt for each respective 1% change in annual interest rates.
W. P. Carey 2023 10-K – 50 | |||||
Foreign Currency Exchange Rate Risk
We own international investments, primarily in Europe, Canada, and Japan, and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, the British pound sterling, the Canadian dollar, the Japanese yen, and certain other currencies which may affect future costs and cash flows. We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. We have also completed several offerings of euro-denominated senior notes, and have borrowed under our Senior Unsecured Credit Facility in foreign currencies, including the euro, British pound sterling, and Japanese yen (Note 12). Volatile market conditions arising from certain macroeconomic factors may result in significant fluctuations in foreign currency exchange rates. To the extent that currency fluctuations increase or decrease rental revenues, as translated to U.S. dollars, the change in debt service (comprised of principal and interest, excluding balloon payments), as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates. We estimate that, for a 1% increase or decrease in the exchange rate between the euro, British pound sterling, or Japanese yen and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow (scheduled future rental revenues, net of scheduled future debt service payments for the next 12 months) for our consolidated foreign operations at December 31, 2023 of $2.6 million, $0.3 million, and less than $0.1 million, respectively, excluding the impact of our derivative instruments.
In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar, relative to the foreign currency.
We enter into foreign currency collars to hedge certain of our foreign currency cash flow exposures. See Note 11 for additional information on our foreign currency collars.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is well-diversified, it does contain concentrations in certain areas.
For the year ended December 31, 2023, our consolidated portfolio had the following significant characteristics in excess of 10%, based on the percentage of our consolidated total revenues:
•66% related to domestic operations; and
•34% related to international operations.
At December 31, 2023, our net-lease portfolio, which excludes our operating properties, had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our ABR as of that date:
•58% related to domestic properties;
•42% related to international properties;
•32% related to industrial facilities, 26% related to warehouse facilities, and 21% related to retail facilities; and
•23% related to the retail stores industry (including automotive dealerships).
W. P. Carey 2023 10-K – 51 | |||||
Item 8. Financial Statements and Supplementary Data.
| TABLE OF CONTENTS | Page No. | ||||
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | |||||
Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.
W. P. Carey 2023 10-K – 52 | |||||
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of W. P. Carey Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of W. P. Carey Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
W. P. Carey 2023 10-K – 53 | |||||
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Allocation for Asset Acquisitions
As described in Notes 2 and 6 to the consolidated financial statements, the Company completed real estate acquisitions for total consideration of $1.2 billion during the year ended December 31, 2023. For acquired properties with leases classified as operating leases, management allocates the purchase price to the tangible and intangible assets and liabilities based on their estimated fair values. Management determines the fair value of real estate under the income approach using either the discounted cash flow method or the direct capitalization method. For the discounted cash flow method, the fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates, and applying a selected capitalization rate. For the direct capitalization method, the fair value of real estate is determined (i) by the stabilized estimated net operating income for each property in the portfolio and (ii) a selected capitalization rate. For any acquisitions that do not qualify as sale-leaseback transactions, management records above- and below-market lease intangible assets and liabilities for acquired properties based on the present value, using a discount rate reflecting the risks associated with the leases acquired. For acquired properties with tenants in place, management records in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for the remaining primary in-place lease terms.
The principal considerations for our determination that performing procedures relating to the purchase price allocation for acquisitions is a critical audit matter are (i) the significant judgment by management when developing the estimated fair value of tangible and intangible assets and liabilities to allocate the purchase price; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates, market rental rates and discount rates used in the discounted cash flow method for tangible and intangible assets and capitalization rates used in the direct capitalization method for tangible assets; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price allocations for acquisitions, including controls over management’s development of the estimated fair value of the tangible and intangible assets and liabilities and controls over the review of significant assumptions related to capitalization rates, market rental rates and discount rates. These procedures also included, among others, for a sample of acquisitions (i) reading the executed purchase agreements and leasing documents; (ii) testing management’s process for developing the estimated fair value of tangible and intangible assets and liabilities; (iii) evaluating the appropriateness of the discounted cash flow and direct capitalization methods; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow and direct capitalization methods; (v) evaluating the reasonableness of the significant assumptions used by management related to capitalization rates, market rental rates and discount rates used in the discounted cash flow method for tangible and intangible assets and capitalization rates used in the direct capitalization method for tangible assets. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and direct capitalization methods and (ii) the reasonableness of the significant assumptions related to capitalization rates, market rental rates, and discount rates.
W. P. Carey 2023 10-K – 54 | |||||
/s/ PricewaterhouseCoopers LLP
New York, New York
February 9, 2024
We have served as the Company’s auditor since 1973, which includes periods before the Company became subject to SEC reporting requirements.
W. P. Carey 2023 10-K – 55 | |||||
W. P. CAREY INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Assets | |||||||||||
| Investments in real estate: | |||||||||||
| Land, buildings and improvements — net lease and other | $ | 12,095,458 | $ | 13,338,857 | |||||||
| Land, buildings and improvements — operating properties | 1,256,249 | 1,095,892 | |||||||||
| Net investments in finance leases and loans receivable | 1,514,923 | 771,761 | |||||||||
In-place lease intangible assets and other | 2,308,853 | 2,659,750 | |||||||||
Above-market rent intangible assets | 706,773 | 833,751 | |||||||||
| Investments in real estate | 17,882,256 | 18,700,011 | |||||||||
| Accumulated depreciation and amortization | (3,005,479) | (3,269,057) | |||||||||
| Assets held for sale, net | 37,122 | 57,944 | |||||||||
| Net investments in real estate | 14,913,899 | 15,488,898 | |||||||||
| Equity method investments | 354,261 | 327,502 | |||||||||
Cash and cash equivalents | 633,860 | 167,996 | |||||||||
| Other assets, net | 1,096,474 | 1,080,227 | |||||||||
| Goodwill | 978,289 | 1,037,412 | |||||||||
Total assets (a) | $ | 17,976,783 | $ | 18,102,035 | |||||||
| Liabilities and Equity | |||||||||||
| Debt: | |||||||||||
Senior unsecured notes, net | $ | 6,035,686 | $ | 5,916,400 | |||||||
| Unsecured term loans, net | 1,125,564 | 552,539 | |||||||||
| Unsecured revolving credit facility | 403,785 | 276,392 | |||||||||
| Non-recourse mortgages, net | 579,147 | 1,132,417 | |||||||||
| Debt, net | 8,144,182 | 7,877,748 | |||||||||
| Accounts payable, accrued expenses and other liabilities | 615,750 | 623,843 | |||||||||
Below-market rent and other intangible liabilities, net | 136,872 | 184,584 | |||||||||
Deferred income taxes | 180,650 | 178,959 | |||||||||
| Dividends payable | 192,332 | 228,257 | |||||||||
Total liabilities (a) | 9,269,786 | 9,093,391 | |||||||||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued | — | — | |||||||||
Common stock, $0.001 par value, 450,000,000 shares authorized; 218,671,874 and 210,620,949 shares, respectively, issued and outstanding | 219 | 211 | |||||||||
| Additional paid-in capital | 11,784,461 | 11,706,836 | |||||||||
| Distributions in excess of accumulated earnings | (2,891,424) | (2,486,633) | |||||||||
| Deferred compensation obligation | 62,046 | 57,012 | |||||||||
| Accumulated other comprehensive loss | (254,867) | (283,780) | |||||||||
| Total stockholders’ equity | 8,700,435 | 8,993,646 | |||||||||
| Noncontrolling interests | 6,562 | 14,998 | |||||||||
| Total equity | 8,706,997 | 9,008,644 | |||||||||
| Total liabilities and equity | $ | 17,976,783 | $ | 18,102,035 | |||||||
__________
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 56 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues | |||||||||||||||||
| Real Estate: | |||||||||||||||||
| Lease revenues | $ | 1,427,376 | $ | 1,301,617 | $ | 1,177,438 | |||||||||||
| Income from finance leases and loans receivable | 107,173 | 74,266 | 67,555 | ||||||||||||||
| Operating property revenues | 180,257 | 59,230 | 13,478 | ||||||||||||||
| Other lease-related income | 23,333 | 32,988 | 53,655 | ||||||||||||||
| 1,738,139 | 1,468,101 | 1,312,126 | |||||||||||||||
| Investment Management: | |||||||||||||||||
| Asset management revenue | 2,184 | 8,467 | 15,363 | ||||||||||||||
| Other advisory income and reimbursements | 667 | — | — | ||||||||||||||
| Reimbursable costs from affiliates | 368 | 2,518 | 4,035 | ||||||||||||||
| 3,219 | 10,985 | 19,398 | |||||||||||||||
| 1,741,358 | 1,479,086 | 1,331,524 | |||||||||||||||
| Operating Expenses | |||||||||||||||||
| Depreciation and amortization | 574,212 | 503,403 | 475,989 | ||||||||||||||
| General and administrative | 96,027 | 88,952 | 81,888 | ||||||||||||||
| Operating property expenses | 95,141 | 27,054 | 9,848 | ||||||||||||||
| Impairment charges — real estate | 86,411 | 39,119 | 24,246 | ||||||||||||||
| Reimbursable tenant costs | 81,939 | 73,622 | 62,417 | ||||||||||||||
| Property expenses, excluding reimbursable tenant costs | 44,451 | 50,753 | 47,898 | ||||||||||||||
| Stock-based compensation expense | 34,504 | 32,841 | 24,881 | ||||||||||||||
| Merger and other expenses | 4,954 | 19,387 | (4,546) | ||||||||||||||
| Reimbursable costs from affiliates | 368 | 2,518 | 4,035 | ||||||||||||||
| Impairment charges — Investment Management goodwill | — | 29,334 | — | ||||||||||||||
| 1,018,007 | 866,983 | 726,656 | |||||||||||||||
| Other Income and Expenses | |||||||||||||||||
| Gain on sale of real estate, net | 315,984 | 43,476 | 40,425 | ||||||||||||||
| Interest expense | (291,852) | (219,160) | (196,831) | ||||||||||||||
| Other gains and (losses) | (36,184) | 96,038 | (12,885) | ||||||||||||||
| Non-operating income | 21,442 | 30,309 | 13,860 | ||||||||||||||
| Earnings (losses) from equity method investments | 19,575 | 29,509 | (10,829) | ||||||||||||||
| Gain on change in control of interests | — | 33,931 | — | ||||||||||||||
| 28,965 | 14,103 | (166,260) | |||||||||||||||
| Income before income taxes | 752,316 | 626,206 | 438,608 | ||||||||||||||
| Provision for income taxes | (44,052) | (27,724) | (28,486) | ||||||||||||||
| Net Income | 708,264 | 598,482 | 410,122 | ||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 70 | 657 | (134) | ||||||||||||||
| Net Income Attributable to W. P. Carey | $ | 708,334 | $ | 599,139 | $ | 409,988 | |||||||||||
| Basic Earnings Per Share | $ | 3.29 | $ | 3.00 | $ | 2.25 | |||||||||||
| Diluted Earnings Per Share | $ | 3.28 | $ | 2.99 | $ | 2.24 | |||||||||||
| Weighted-Average Shares Outstanding | |||||||||||||||||
| Basic | 215,369,777 | 199,633,802 | 182,486,476 | ||||||||||||||
| Diluted | 215,760,496 | 200,427,124 | 183,127,098 | ||||||||||||||
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 57 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Net Income | $ | 708,264 | $ | 598,482 | $ | 410,122 | |||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||
| Foreign currency translation adjustments derecognized in connection with the Spin-Off | 35,664 | — | — | ||||||||||||||
| Unrealized (loss) gain on derivative instruments | (26,429) | 19,732 | 35,305 | ||||||||||||||
| Foreign currency translation adjustments | 19,758 | (63,149) | (35,736) | ||||||||||||||
| (Reclassification of unrealized gain on investments to net income) / Unrealized gain on investments | — | (18,688) | 18,688 | ||||||||||||||
| 28,993 | (62,105) | 18,257 | |||||||||||||||
| Comprehensive Income | 737,257 | 536,377 | 428,379 | ||||||||||||||
| Amounts Attributable to Noncontrolling Interests | |||||||||||||||||
| Net loss (income) | 70 | 657 | (134) | ||||||||||||||
| Foreign currency translation adjustments | (80) | (5) | — | ||||||||||||||
| Unrealized gain on derivative instruments | — | — | (21) | ||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | (10) | 652 | (155) | ||||||||||||||
| Comprehensive Income Attributable to W. P. Carey | $ | 737,247 | $ | 537,029 | $ | 428,224 | |||||||||||
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 58 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share and per share amounts)
| 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, 2023 | 210,620,949 | $ | 211 | $ | 11,706,836 | $ | (2,486,633) | $ | 57,012 | $ | (283,780) | $ | 8,993,646 | $ | 14,998 | $ | 9,008,644 | ||||||||||||||||||||||||||||||||||||
| Shares issued under forward equity, net | 7,826,840 | 8 | 633,834 | 633,842 | 633,842 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon delivery of vested restricted share awards | 218,266 | — | (13,679) | (13,679) | (13,679) | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon purchases under employee share purchase plan | 5,819 | — | 347 | 347 | 347 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (578,818) | (229,712) | 35,664 | (772,866) | (4,406) | (777,272) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation expense | 34,504 | 34,504 | 34,504 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferral of vested shares, net | (4,521) | 4,521 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | 3,663 | 3,663 | (3,663) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | (3,263) | (3,263) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | 2,886 | 2,886 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($4.067 per share) | 2,295 | (883,413) | 513 | (880,605) | (880,605) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 708,334 | 708,334 | (70) | 708,264 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivative instruments | (26,429) | (26,429) | (26,429) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | 19,678 | 19,678 | 80 | 19,758 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 218,671,874 | $ | 219 | $ | 11,784,461 | $ | (2,891,424) | $ | 62,046 | $ | (254,867) | $ | 8,700,435 | $ | 6,562 | $ | 8,706,997 | ||||||||||||||||||||||||||||||||||||
(Continued)
W. P. Carey 2023 10-K – 59 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Continued)
(in thousands, except share and per share amounts)
| 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, 2022 | 190,013,751 | $ | 190 | $ | 9,977,686 | $ | (2,224,231) | $ | 49,810 | $ | (221,670) | $ | 7,581,785 | $ | 1,666 | $ | 7,583,451 | ||||||||||||||||||||||||||||||||||||
| Shares issued to stockholders of CPA:18 – Global in connection with CPA:18 Merger | 13,786,302 | 14 | 1,205,736 | 1,205,750 | 1,205,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under forward equity, net | 3,925,000 | 4 | 284,198 | 284,202 | 284,202 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under our prior ATM Program, net | 2,740,295 | 3 | 218,098 | 218,101 | 218,101 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon delivery of vested restricted share awards | 152,830 | — | (6,612) | (6,612) | (6,612) | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon purchases under employee share purchase plan | 2,771 | — | 205 | 205 | 205 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation expense | 32,841 | 32,841 | 32,841 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferral of vested shares, net | (6,696) | 6,696 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests in connection with the CPA:18 Merger | — | 14,367 | 14,367 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | (413) | (413) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | 30 | 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($4.242 per share) | 1,380 | (861,541) | 506 | (859,655) | (859,655) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 599,139 | 599,139 | (657) | 598,482 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | (63,154) | (63,154) | 5 | (63,149) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments | 19,732 | 19,732 | 19,732 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of unrealized gain on investments to net income | (18,688) | (18,688) | (18,688) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 210,620,949 | $ | 211 | $ | 11,706,836 | $ | (2,486,633) | $ | 57,012 | $ | (283,780) | $ | 8,993,646 | $ | 14,998 | $ | 9,008,644 | ||||||||||||||||||||||||||||||||||||
(Continued)
W. P. Carey 2023 10-K – 60 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Continued)
(in thousands, except share and per share amounts)
| 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, 2021 | 175,401,757 | $ | 175 | $ | 8,925,365 | $ | (1,850,935) | $ | 42,014 | $ | (239,906) | $ | 6,876,713 | $ | 1,656 | $ | 6,878,369 | ||||||||||||||||||||||||||||||||||||
| Shares issued under forward equity, net | 9,798,209 | 10 | 697,034 | 697,044 | 697,044 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under our prior ATM Program, net | 4,690,073 | 5 | 340,061 | 340,066 | 340,066 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon delivery of vested restricted share awards | 119,268 | — | (3,822) | (3,822) | (3,822) | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon purchases under employee share purchase plan | 4,444 | — | 305 | 305 | 305 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of stock-based compensation expense | 24,881 | 24,881 | 24,881 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferral of vested shares, net | (7,044) | 7,044 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | (145) | (145) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($4.205 per share) | 906 | (783,284) | 752 | (781,626) | (781,626) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | 409,988 | 409,988 | 134 | 410,122 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | (35,736) | (35,736) | (35,736) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments | 35,284 | 35,284 | 21 | 35,305 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on investments | 18,688 | 18,688 | 18,688 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 190,013,751 | $ | 190 | $ | 9,977,686 | $ | (2,224,231) | $ | 49,810 | $ | (221,670) | $ | 7,581,785 | $ | 1,666 | $ | 7,583,451 | ||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 61 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cash Flows — Operating Activities | |||||||||||||||||
| Net income | $ | 708,264 | $ | 598,482 | $ | 410,122 | |||||||||||
| Adjustments to net income: | |||||||||||||||||
| Depreciation and amortization, including intangible assets and deferred financing costs | 594,166 | 519,741 | 490,722 | ||||||||||||||
| Gain on sale of real estate, net | (315,984) | (43,476) | (40,425) | ||||||||||||||
| Impairment charges — real estate | 86,411 | 39,119 | 24,246 | ||||||||||||||
Straight-line rent adjustments | (75,435) | (57,988) | (50,565) | ||||||||||||||
| Stock-based compensation expense | 34,504 | 32,841 | 24,881 | ||||||||||||||
| Amortization of rent-related intangibles and deferred rental revenue | 33,958 | 43,249 | 56,910 | ||||||||||||||
| Increase (decrease) in allowance for credit losses | 29,074 | (24,976) | 266 | ||||||||||||||
| (Earnings) losses from equity method investments | (19,575) | (29,509) | 10,829 | ||||||||||||||
Distributions of earnings from equity method investments | 18,588 | 30,236 | 15,471 | ||||||||||||||
| Net realized and unrealized losses (gains) on extinguishment of debt, equity securities, foreign currency exchange rate movements, and other | 9,059 | (76,202) | 15,505 | ||||||||||||||
| Deferred income tax benefit | (199) | (8,071) | (4,703) | ||||||||||||||
| Gain on change in control of interests | — | (33,931) | — | ||||||||||||||
| Impairment charges — Investment Management goodwill | — | 29,334 | — | ||||||||||||||
| Asset management revenue received in shares of Managed Programs | — | (1,024) | (12,528) | ||||||||||||||
| Net changes in other operating assets and liabilities | (29,399) | (14,269) | (14,252) | ||||||||||||||
| Net Cash Provided by Operating Activities | 1,073,432 | 1,003,556 | 926,479 | ||||||||||||||
| Cash Flows — Investing Activities | |||||||||||||||||
| Purchases of real estate | (1,211,397) | (1,145,734) | (1,306,858) | ||||||||||||||
| Proceeds from sales of real estate | 446,402 | 234,652 | 163,638 | ||||||||||||||
| Funding for real estate construction, redevelopments, and other capital expenditures on real estate | (121,625) | (104,441) | (113,616) | ||||||||||||||
Capital contributions to equity method investments | (38,219) | (93,416) | (107,552) | ||||||||||||||
| Proceeds from repayment of loans receivable | 28,000 | 34,000 | — | ||||||||||||||
| Other investing activities, net | (24,487) | (19,767) | (19,631) | ||||||||||||||
Return of capital from equity method investments | 10,484 | 7,102 | 13,955 | ||||||||||||||
| Tenant-funded escrow for investing activities | 4,959 | — | — | ||||||||||||||
| Cash paid to stockholders of CPA:18 – Global in the CPA:18 Merger | — | (423,435) | — | ||||||||||||||
| Cash and restricted cash acquired in connection with the CPA:18 Merger | — | 331,063 | — | ||||||||||||||
| — | 147,625 | — | |||||||||||||||
| Proceeds from repayment of short-term loans to affiliates | — | 26,000 | 62,048 | ||||||||||||||
| Funding of short-term loans to affiliates | — | (26,000) | (41,000) | ||||||||||||||
| Investments in loans receivable | — | (20,180) | (217,711) | ||||||||||||||
| Net Cash Used in Investing Activities | (905,883) | (1,052,531) | (1,566,727) | ||||||||||||||
| Cash Flows — Financing Activities | |||||||||||||||||
| Proceeds from Unsecured Revolving Credit Facility | 2,551,578 | 2,079,420 | 2,000,639 | ||||||||||||||
| Repayments of Unsecured Revolving Credit Facility | (2,439,754) | (2,168,392) | (1,663,869) | ||||||||||||||
| Dividends paid | (916,530) | (835,257) | (764,281) | ||||||||||||||
| Proceeds from shares issued under forward equity, net of selling costs | 633,785 | 284,259 | 697,044 | ||||||||||||||
| Proceeds from Unsecured Term Loans | 542,330 | 283,139 | — | ||||||||||||||
| Proceeds in connection with the Spin-Off | 343,885 | — | — | ||||||||||||||
| Scheduled payments of mortgage principal | (296,886) | (127,230) | (64,290) | ||||||||||||||
| Prepayments of mortgage principal | (99,844) | (10,381) | (745,124) | ||||||||||||||
| Payment of financing costs | (13,875) | (2,371) | (11,295) | ||||||||||||||
| Payments for withholding taxes upon delivery of equity-based awards | (13,679) | (6,612) | (3,822) | ||||||||||||||
| Distributions to noncontrolling interests | (3,263) | (413) | (145) | ||||||||||||||
| Contributions from noncontrolling interests | 2,886 | 30 | — | ||||||||||||||
| Other financing activities, net | 1,929 | 8,839 | 4,606 | ||||||||||||||
| Proceeds from issuance of Senior Unsecured Notes | — | 334,775 | 1,385,059 | ||||||||||||||
| Proceeds from shares issued under our prior ATM Program, net of selling costs | — | 218,081 | 339,968 | ||||||||||||||
| Redemption of Senior Unsecured Notes | — | — | (617,442) | ||||||||||||||
| Net Cash Provided by Financing Activities | 292,562 | 57,887 | 557,048 | ||||||||||||||
| Change in Cash and Cash Equivalents and Restricted Cash During the Year | |||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 7,719 | (2,721) | (10,629) | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | 467,830 | 6,191 | (93,829) | ||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of year | 224,141 | 217,950 | 311,779 | ||||||||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 691,971 | $ | 224,141 | $ | 217,950 | |||||||||||
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 62 | |||||
W. P. CAREY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Supplemental Non-Cash Investing and Financing Activities:
2023 — On November 1, 2023, we completed the Spin-Off (as defined herein) (Note 3). The following table summarizes non-cash assets, liabilities, and equity derecognized in connection with the Spin-Off and provides a reconciliation to cash proceeds from the Spin-Off (in thousands):
| Impact of the Spin-Off | |||||
| Total assets derecognized (excluding cash and cash equivalents and restricted cash) | $ | 1,361,616 | |||
| Total liabilities and equity derecognized | (438,913) | ||||
| Total non-cash assets, liabilities, and equity derecognized | 922,703 | ||||
| Reduction to Additional paid-in capital | (578,818) | ||||
| Proceeds in connection with the Spin-Off | $ | 343,885 | |||
2022 — On August 1, 2022, CPA:18 – Global (as defined herein) merged with and into one of our indirect subsidiaries in the CPA:18 Merger (as defined herein) (Note 4). The following table summarizes estimated fair values of the assets acquired and liabilities assumed in the CPA:18 Merger (in thousands):
| Total Consideration | |||||
| Fair value of W. P. Carey shares of common stock issued | $ | 1,205,750 | |||
| Cash consideration paid | 423,297 | ||||
| Cash paid for fractional shares | 138 | ||||
| Fair value of our equity interest in CPA:18 – Global prior to the CPA:18 Merger | 88,299 | ||||
| Fair value of our equity interest in jointly owned investments with CPA:18 – Global prior to the CPA:18 Merger | 28,574 | ||||
| 1,746,058 | |||||
| Assets Acquired at Fair Value | |||||
| Land, buildings and improvements — net lease and other | 881,613 | ||||
| Land, buildings and improvements — operating properties | 1,000,447 | ||||
| Net investments in finance leases and loans receivable | 38,517 | ||||
| In-place lease and other intangible assets | 224,458 | ||||
| Above-market rent intangible assets | 61,090 | ||||
| Assets held for sale | 85,026 | ||||
| Goodwill | 172,346 | ||||
| Other assets, net (excluding restricted cash) | 25,229 | ||||
| Liabilities Assumed at Fair Value | |||||
| Non-recourse mortgages, net | 900,173 | ||||
| Accounts payable, accrued expenses and other liabilities | 90,035 | ||||
| Below-market rent and other intangible liabilities | 16,836 | ||||
| Deferred income taxes | 52,320 | ||||
| Amounts attributable to noncontrolling interests | 14,367 | ||||
| Net assets acquired excluding cash and restricted cash | 1,414,995 | ||||
| Cash and cash equivalents and restricted cash acquired | $ | 331,063 | |||
See Notes to Consolidated Financial Statements.
W. P. Carey 2023 10-K – 63 | |||||
W. P. CAREY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Business and Organization
W. P. Carey Inc. (“W. P. Carey”) is a real estate investment trust (“REIT”) that, together with our consolidated subsidiaries, invests primarily in operationally-critical, single-tenant commercial real estate properties located in the United States and Northern and Western Europe that are leased on a long-term basis. We earn revenue principally by leasing the properties we own to companies on a triple-net lease basis, which generally requires each tenant to pay the costs associated with operating and maintaining the property.
Founded in 1973, our shares of common stock are listed on the New York Stock Exchange under the symbol “WPC.”
We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. As a REIT, we are not subject to federal income taxes on income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We also own real property in jurisdictions outside the United States through foreign subsidiaries and are subject to income taxes on our pre-tax income earned from properties in such countries.
In September 2023, we announced a plan to exit the office assets within our portfolio by (i) spinning-off 59 office properties into Net Lease Office Properties (“NLOP”), so that it became a separate publicly-traded real estate investment trust (the “Spin-Off”), and (ii) implementing an asset sale program to dispose of 87 office properties retained by us (the “Office Sale Program”), which is targeted to be completed in the first half of 2024.
On November 1, 2023, we completed the Spin-Off, contributing 59 office properties to NLOP (Note 3). Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which we externally manage pursuant to certain advisory agreements (the “NLOP Advisory Agreements”).
On August 1, 2022, a non-traded REIT that we previously advised, Corporate Property Associates 18 – Global Incorporated (“CPA:18 – Global”) merged with and into one of our indirect subsidiaries (the “CPA:18 Merger”) (Note 4). At December 31, 2023, we were the advisor to Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties in Europe (Note 5). We refer to CPA:18 – Global (prior to the CPA:18 Merger) and CESH collectively as the “Managed Programs.”
Reportable Segments
Real Estate — Lease revenues from our real estate investments generate the vast majority of our earnings. We invest primarily in commercial properties located in the United States and Northern and Western Europe, which are leased to companies on a triple-net lease basis. At December 31, 2023, our portfolio was comprised of our full or partial ownership interests in 1,424 properties, totaling approximately 173 million square feet (unaudited), substantially all of which were net leased to 336 tenants, with a weighted-average lease term of 11.7 years and an occupancy rate of 98.1% (unaudited). In addition, at December 31, 2023, our portfolio was comprised of full or partial ownership interests in 96 operating properties, including 89 self-storage properties, five hotels, and two student housing properties, totaling approximately 7.3 million square feet (unaudited).
Investment Management — We manage the real estate investment portfolios for NLOP and CESH, for which we earn asset management revenue and other advisory income and reimbursements. We may also be entitled to receive certain distributions pursuant to our advisory arrangements with CESH. At December 31, 2023, NLOP’s portfolio was comprised of its full or partial ownership interests in 55 properties. At December 31, 2023, CESH wholly owned one build-to-suit project.
Note 2. Summary of Significant Accounting Policies
Critical Accounting Policies and Estimates
Accounting for Acquisitions
In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a
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Notes to Consolidated Financial Statements
business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. All transaction costs incurred during the reporting period were capitalized since our acquisitions were classified as asset acquisitions (excluding the CPA:18 Merger).
Purchase Price Allocation of Tangible Assets — When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The tangible assets consist of land, buildings, and site improvements. The intangible assets include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. Land is typically valued utilizing the sales comparison (or market) approach. Buildings are valued, as if vacant, using the cost and/or income approach. Under the cost approach, the fair value of real estate is based on estimated costs to construct a vacant building with similar characteristics. Under the income approach, we use either the discounted cash flow method or the direct capitalization method. For the discounted cash flow method, the fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates, and applying a selected capitalization rate. For the direct capitalization method, the fair value of real estate is determined (i) by the stabilized estimated net operating income for each property in the portfolio and (ii) a selected capitalization rate.
Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property-type information. Assumptions and estimates include the following:
•a discount rate or internal rate of return;
•market rents, growth factors of rents, and market lease term;
•capitalization rates to be applied to an estimate of market rent at the beginning and/or the end of the market lease term;
•the marketing period necessary to put a lease in place;
•carrying costs during the marketing period; and
•leasing commissions and tenant improvement allowances.
The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:
•the creditworthiness of the lessees;
•industry surveys;
•property type;
•property location and age;
•current lease rates relative to market lease rates; and
•anticipated lease duration.
In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, we generally include the value of the exercise of such purchase option or long-term renewal options in the determination of residual value.
The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets and industry standards. Different estimates of remaining economic life will affect the depreciation expense that is recorded.
Purchase Price Allocation of Intangible Assets and Liabilities — For acquired properties that do not qualify as sale-leaseback transactions, we record above- and below-market lease intangible assets and liabilities for acquired properties based on the present value (using a discount rate reflecting the risks associated with the leases acquired including consideration of the credit of the lessee) of the difference between (i) the contractual rents to be paid pursuant to the leases negotiated or in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over the estimated lease term, which includes renewal options that have rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. When we enter into sale-leaseback transactions with above- or below-market leases, the intangibles
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Notes to Consolidated Financial Statements
will be accounted for as loan receivables or prepaid rent liabilities, respectively. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value of the tenant’s exercise price at the option date. We determine these values using our estimates or by relying in part upon third-party valuations conducted by independent appraisal firms.
We amortize the above-market lease intangible as a reduction of lease revenue over the remaining contractual lease term. We amortize the below-market lease intangible as an increase to lease revenue over the initial term and any renewal periods in the respective leases. We include the value of below-market leases in Below-market rent and other intangible liabilities in the consolidated financial statements.
For acquired properties with tenants in place, we record in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for the remaining primary in-place lease terms. The cost avoidance is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term is estimated. These costs consist of: (i) rent lost during downtime (i.e., assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy, (iii) rent concessions (i.e., free rent), (iv) leasing commissions, and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party valuations. We amortize the value of in-place lease intangibles to depreciation and amortization expense over the remaining initial term of each lease. The amortization period for intangibles does not exceed the remaining depreciable life of the building.
If a lease is terminated, we charge the unamortized portion of above- and below-market lease values to rental income and in-place lease values to amortization expense. If a lease is amended, we will determine whether the economics of the amended lease continue to support the existence of the above- or below-market lease intangibles.
Purchase Price Allocation of Debt — When we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant, the time until maturity and the current interest rate.
Purchase Price Allocation of Goodwill — In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arises. Goodwill acquired in certain business combinations was attributed to the Real Estate segment which comprises one reporting unit. In the event we dispose of a property or an investment that constitutes a business under U.S. generally accepted accounting principles (“GAAP”) from a reporting unit with goodwill, we allocate a portion of the reporting unit’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business to the fair value of the reporting unit. As part of purchase accounting for a business, we record any deferred tax assets and/or liabilities resulting from the difference between the tax basis and GAAP basis of the investment in the taxing jurisdiction. Such deferred tax amount will be included in purchase accounting and may impact the amount of goodwill recorded depending on the fair value of all of the other assets and liabilities and the amounts paid.
Financing Arrangements — In accordance with Accounting Standards Codification (“ASC”) 310, Receivables and ASC 842, Leases, real estate assets acquired through a sale-leaseback transaction are accounted for as a financing arrangement if the investment does not meet the criteria for sale-leaseback accounting. We record such investments within Net investments in finance leases and loans receivable on the consolidated balance sheets. Rent payments from these investments are included within Income from finance leases and loans receivable on the consolidated statements of income.
Impairments
Real Estate — We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, vacancies, an upcoming lease expiration, a tenant with credit difficulty, the termination of a lease by a tenant, or a likely disposition of the property.
W. P. Carey 2023 10-K – 66 | |||||
Notes to Consolidated Financial Statements
For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.
As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.
Assets Held for Sale — We generally classify real estate assets that are subject to operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied, we received a non-refundable deposit, and we believe it is probable that the disposition will occur within one year. When we classify an asset as held for sale, we compare the asset’s fair value less estimated cost to sell to its carrying value, and if the fair value less estimated cost to sell is less than the property’s carrying value, we reduce the carrying value to the fair value less estimated cost to sell. We will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.
Equity Method Investments — We evaluate our equity method investments on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by calculating our share of the estimated fair market value of the underlying net assets based on the terms of the applicable partnership or joint-venture agreement. For our equity investments in real estate, we calculate the estimated fair value of the underlying investment’s real estate as described in Real Estate above. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities (excluding net investment in direct financing leases) have fair values that generally approximate their carrying values.
Goodwill — We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event. Such a triggering event within our Investment Management segment depended on the timing and form of liquidity events for the Managed Programs (Note 4, Note 5). To identify any impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. This assessment is used as a basis to determine whether it is necessary to calculate reporting unit fair values. If necessary, we calculate the estimated fair value of the Investment Management reporting unit by utilizing a discounted cash flow analysis methodology and available net asset values. We calculate the estimated fair value of the Real Estate reporting unit by utilizing our market capitalization and the aforementioned fair value of the Investment Management segment. Impairments, if any, will be the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of goodwill.
Credit Losses
The allowance for credit losses, which is recorded as a reduction to Net investments in finance leases and loans receivable on our consolidated balance sheets, is measured on a pool basis by credit ratings (Note 7), using a probability of default method based on the lessees’ respective credit ratings, the expected value of the underlying collateral upon its repossession, and our historical loss experience related to other direct financing leases. Included in our model are factors that incorporate forward-looking information. If we determine that a finance lease no longer shares risk characteristics with other finance leases in the pool, we evaluate the finance lease for expected credit losses on an individual basis. Allowance for credit losses is included in our consolidated statements of income within Other gains and (losses).
W. P. Carey 2023 10-K – 67 | |||||
Notes to Consolidated Financial Statements
Other Accounting Policies
Basis of Consolidation — Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.
When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a VIE and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets.
At December 31, 2023 and 2022, we considered 21 and 16 entities to be VIEs, respectively, of which we consolidated 15 and 11, respectively, as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in our consolidated balance sheets (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Land, buildings and improvements — net lease and other | $ | 237,858 | $ | 590,390 | |||||||
| Land, buildings and improvements — operating properties | 39,422 | 143,390 | |||||||||
| Net investments in finance leases and loans receivable | 595,524 | 144,103 | |||||||||
| In-place lease intangible assets and other | 40,650 | 72,070 | |||||||||
| Above-market rent intangible assets | 6,828 | 33,634 | |||||||||
| Accumulated depreciation and amortization | (23,580) | (176,379) | |||||||||
| Total assets | 947,509 | 843,500 | |||||||||
| Non-recourse mortgages, net | $ | 59,715 | $ | 132,950 | |||||||
| Below-market rent and other intangible liabilities, net | 32 | 18,891 | |||||||||
| Total liabilities | 101,047 | 199,633 | |||||||||
At December 31, 2023 and 2022, our six and five unconsolidated VIEs, respectively, included our interests in (i) three unconsolidated real estate investments, which we account for under the equity method of accounting (we do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of these entities) and (ii) two unconsolidated investments in equity securities, which we accounted for as investments in shares of the entities at fair value. As of December 31, 2023 and 2022, the net carrying amount of our investments in these entities was $729.8 million and $693.4 million, respectively, and our maximum exposure to loss in these entities was limited to our investments. In addition, we have a variable interest in NLOP, which we also deem a VIE, as of December 31, 2023, due to our guarantee of a non-recourse mortgage loan with approximately $19 million principal balance outstanding as of December 31, 2023 encumbering a property that was derecognized in the Spin-Off (Note 3); we do not expect to have to perform under this guarantee. Should we have to perform, the Separation and Distribution Agreement (as defined in Note 3) includes an indemnification provision, for which we could recover any amounts paid under the guarantee.
W. P. Carey 2023 10-K – 68 | |||||
Notes to Consolidated Financial Statements
Leases
As a Lessee: Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and determine the classification of the lease at commencement. Operating and financing lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the option. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes, and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Below-market ground lease intangible assets and above-market ground lease intangible liabilities are included as a component of ROU assets. See Note 6 for additional disclosures on the presentation of these amounts in our consolidated balance sheets.
The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.
As a Lessor: We combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), since 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. 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, if the reimbursements are deemed collectible.
Net investments in sales-type leases are accounted for under ASC 842, Leases. Upon lease commencement or lease modification, we assess lease classification to determine whether the lease should be classified as an operating, direct financing, or sales-type lease. If the lease is determined to be a sales-type lease, we record a net investment in the lease, which is equal to the sum of the lease payments receivable and the unguaranteed residual value, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered a gain on sale of real estate and recognized upon execution of the lease.
Reclassifications — Certain prior period amounts have been reclassified to conform to the current period presentation.
Amounts due from affiliates are now included within Other assets, net in the consolidated balance sheets. Previously, such amounts were included within Due from affiliates in the consolidated balance sheets.
Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.
W. P. Carey 2023 10-K – 69 | |||||
Notes to Consolidated Financial Statements
Restricted Cash — Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands):
| December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
Cash and cash equivalents | $ | 633,860 | $ | 167,996 | $ | 165,427 | |||||||||||
Restricted cash (a) | 58,111 | 56,145 | 52,523 | ||||||||||||||
Total cash and cash equivalents and restricted cash | $ | 691,971 | $ | 224,141 | $ | 217,950 | |||||||||||
__________
(a)Restricted cash is included within Other assets, net on our consolidated balance sheets.
Real Estate and Operating Real Estate — We carry land, buildings, and improvements at cost less accumulated depreciation. We capitalize costs that extend the useful life of properties or increase their value, while we expense maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.
Gain/Loss on Sale — We recognize gains and losses on the sale of properties when the transaction meets the definition of a contract, criteria are met for the sale of one or more distinct assets, and control of the properties is transferred.
Internal-Use Software Development Costs and Cloud Computing Arrangements — We expense costs associated with the assessment stage of software development projects. Upon completion of the preliminary project assessment stage, we capitalize internal and external costs associated with the application development stage. We expense the personnel-related costs of training and data conversion. We also expense costs associated with the post-implementation and operation stage, including maintenance and specified upgrades; however, we capitalize internal and external costs associated with significant upgrades to existing systems that result in additional functionality. Cloud computing arrangement costs follow the internal-use software accounting guidance to determine which implementation costs to capitalize as assets or expense as incurred. Capitalized internal-use software development costs are amortized on a straight-line basis over the software’s estimated useful life, which is to seven years. Capitalized implementation costs related to a service contract will be amortized over the term of the hosting arrangement beginning when the component of the hosting arrangement is ready for its intended use. Periodically, we reassess the useful life considering technology, obsolescence, and other factors.
Other Assets and Liabilities — We include prepaid expenses, deferred rental income, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets, other intangible assets, corporate fixed assets, our investment in shares of Lineage Logistics (a cold storage REIT) (Note 10), our investment in shares of Guggenheim Credit Income Fund (“GCIF”) (Note 10), and office lease ROU assets in Other assets, net. We include derivative liabilities, amounts held on behalf of tenants, operating lease liabilities, and deferred revenue in Accounts payable, accrued expenses and other liabilities.
Revenue Recognition, Real Estate Leased to Others — We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements.
Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices, or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included as minimum rent in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.
For our operating leases, we recognize future minimum rental revenue on a straight-line basis over the non-cancelable lease term of the related leases and charge expenses to operations as incurred (Note 6). We record leases accounted for under the direct financing method as a net investment in direct financing leases (Note 7). The net investment is equal to the cost of the leased assets. The difference between the cost and the gross investment, which includes the residual value of the leased asset and the future minimum rents, is unearned income. We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.
W. P. Carey 2023 10-K – 70 | |||||
Notes to Consolidated Financial Statements
Revenue from contracts under ASC 606, Revenue from Contracts with Customers is recognized when, or as, control of promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. ASC 606 does not apply to our lease revenues, which constitute a majority of our revenues, but primarily applies to revenues generated from our hotel operating properties and our Investment Management segment.
Revenue from contracts for our Real Estate segment primarily represented hotel operating property revenues of $76.2 million, $12.0 million, and $7.2 million for the years ended December 31, 2023, 2022, and 2021, respectively, generated from 13 hotels located in the United States (12 of which were reclassified from net leases to operating properties in the first quarter of 2023 (Note 6); eight of these properties were sold during year ended December 31, 2023 (Note 17)).
Such operating property revenues are primarily comprised of revenues from room rentals and from food and beverage services at our hotel operating properties during those years. We identified a single performance obligation for each distinct service. Performance obligations are typically satisfied at a point in time, at the time of sale, or at the rendering of the service. Fees are generally determined to be fixed. Payment is typically due immediately following the delivery of the service.
Revenue Recognition, Investment Management Operations — We earn asset management revenue in connection with providing services to the Managed Programs and NLOP. We earn asset management revenue from property management, leasing, and advisory services performed.
We earn other advisory income and reimbursements from NLOP for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.
The Managed Programs reimburse us for certain personnel and overhead costs that we incur on their behalf. We record reimbursement income as the expenses are incurred, subject to limitations imposed by the advisory agreements. Revenue from contracts under ASC 606 from our Investment Management segment is discussed in Note 5.
Asset Retirement Obligations — Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred or at the point of acquisition of an asset with an assumed asset retirement obligation, and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability.
In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate, and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective.
Depreciation — We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed 40 years) and furniture, fixtures, and equipment. We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.
Stock-Based Compensation — We have granted restricted share awards (“RSAs”), restricted share units (“RSUs”), and performance share units (“PSUs”) to certain employees, independent directors, and nonemployees. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments, which includes awards granted to certain nonemployees. We recognize these compensation costs for only those shares expected to vest on a straight-line basis over the requisite service or performance period of the award. We include stock-based compensation within Additional paid-in capital in the consolidated statements of equity and Stock-based compensation expense in the consolidated statements of income.
W. P. Carey 2023 10-K – 71 | |||||
Notes to Consolidated Financial Statements
Foreign Currency Translation and Transaction Gains and Losses — We have interests in international real estate investments primarily in Europe, Canada, and Japan, and the primary functional currencies for those investments are the euro, the British pound sterling, the Canadian dollar, and the Japanese yen. We perform the translation from these currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the month in which the transaction occurs. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity. These translation gains and losses are released to net income (within Gain on sale of real estate, net, in the consolidated statements of income) when we have substantially exited from all investments in the related currency.
A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of intercompany debt that is short-term or has scheduled principal payments, are included in the determination of net income (within Other gains and (losses) in the statements of income).
The translation impact of foreign currency transactions of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), in which the entities involved in the transactions are consolidated or accounted for by the equity method in our consolidated financial statements, are not included in net income but are reported as a component of other comprehensive income in equity.
Derivative Instruments — We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged transaction affects earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged investment is either sold or substantially liquidated. In accordance with fair value measurement guidance, counterparty credit risk is measured on a net portfolio position basis.
Income Taxes — We conduct business in various states and municipalities primarily within North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. We derive most of our REIT income from our real estate operations under our Real Estate segment. Our domestic real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state and local taxes, as applicable. Prior to the CPA:18 Merger, we conducted our Investment Management operations primarily through TRSs. In general, a TRS may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business. These operations are subject to federal, state, local, and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.
Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained.
Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation, including hotel properties, and timing differences of rent recognition and certain expense deductions, for federal income tax purposes.
W. P. Carey 2023 10-K – 72 | |||||
Notes to Consolidated Financial Statements
We recognize deferred income taxes in certain of our subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes as described in Note 16). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).
Earnings Per Share — Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflects potentially dilutive securities (RSAs, RSUs, PSUs, and shares available for issuance under our Equity Forwards and ATM Forwards) using the treasury stock method, except when the effect would be anti-dilutive.
Reference Rate Reform — During the first quarter of 2023, we applied the guidance in ASC 848, Reference Rate Reform and elected the practical expedient to transition certain contracts that reference London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”), including our Senior Unsecured Credit Facility (Note 12) and certain derivative instruments. The application of this guidance did not have a material impact on our consolidated financial statements.
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.
Note 3. NLOP Spin-Off
Spin-Off
On November 1, 2023, we completed the Spin-Off of 59 office properties into NLOP (Note 1). The Spin-Off was accomplished via a pro rata dividend of one NLOP common share for every 15 shares of WPC common stock outstanding. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which we serve as advisor pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off, as described below in further detail.
On the date of the Spin-Off, NLOP’s portfolio of 59 office properties totaled approximately 9.3 million leasable square feet (including 0.6 million of operating square footage for a parking garage at a domestic property) (unaudited) primarily leased to 62 corporate tenants on a single-tenant net lease basis. The vast majority of the office properties owned by NLOP are located in the United States, with the balance in Europe. NLOP’s portfolio generated ABR totaling approximately $145 million as of September 30, 2023. We also derecognized non-recourse mortgages encumbering ten properties totaling $164.7 million.
W. P. Carey 2023 10-K – 73 | |||||
Notes to Consolidated Financial Statements
The following table summarizes assets, liabilities, and equity derecognized in connection with the Spin-Off (in thousands):
| Assets | |||||
| Investments in real estate: | |||||
| Land, buildings and improvements — net lease and other | $ | 1,299,400 | |||
| In-place lease and other intangible assets | 373,631 | ||||
| Above-market rent intangible assets | 58,426 | ||||
| Investments in real estate | 1,731,457 | ||||
| Accumulated depreciation and amortization | (454,768) | ||||
| Net investments in real estate | 1,276,689 | ||||
| Cash and cash equivalents and restricted cash | 9,141 | ||||
| Other assets, net (excluding restricted cash) | 70,472 | ||||
| 61,737 | |||||
| (47,282) | |||||
| Total assets | $ | 1,370,757 | |||
| Liabilities and Equity | |||||
| Non-recourse mortgages, net | $ | 164,743 | |||
| Accounts payable, accrued expenses and other liabilities | 54,199 | ||||
| Below-market rent and other intangible liabilities | 11,799 | ||||
| Deferred income taxes | 9,718 | ||||
| Total liabilities | 240,459 | ||||
| Distributions in excess of accumulated earnings | 229,712 | ||||
| Accumulated other comprehensive loss | (35,664) | ||||
| Noncontrolling interests | 4,406 | ||||
| Total equity | 198,454 | ||||
| Total liabilities and equity | $ | 438,913 | |||
The following table summarizes the impact to the components of Total equity in connection with the Spin-Off (in thousands):
| Impact to Total Equity | |||||
| Total assets derecognized (excluding cash and cash equivalents and restricted cash) | $ | (1,361,616) | |||
| Total liabilities derecognized | 240,459 | ||||
| Net assets derecognized | (1,121,157) | ||||
| Less: Proceeds in connection with the Spin-Off, reflecting cash and cash equivalents and restricted cash derecognized (described below under “Debt Facility”) | 343,885 | ||||
| Impact to Total equity | $ | (777,272) | |||
| Impact to Components of Total Equity | |||||
| Distributions in excess of accumulated earnings derecognized | $ | (229,712) | |||
| Accumulated other comprehensive income derecognized | 35,664 | ||||
| Noncontrolling interests derecognized | (4,406) | ||||
| Reduction to Additional paid-in capital | (578,818) | ||||
| Impact to Total equity | $ | (777,272) | |||
W. P. Carey 2023 10-K – 74 | |||||
Notes to Consolidated Financial Statements
NLOP Agreements
Pursuant to the NLOP Advisory Agreements, which we entered into on November 1, 2023, we provide NLOP with strategic management services, including asset management, property disposition support, and various related services. NLOP will pay us an asset management fee of approximately $7.5 million annually, which will be proportionately reduced following the disposition of a portfolio property. Such fees are included in Asset management revenue on our consolidated statements of income. In addition, NLOP will reimburse us a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters. Such amounts are included in Other advisory income and reimbursements on our consolidated statements of income.
On October 31, 2023, we entered into a Separation and Distribution Agreement, which set forth the various individual transactions to be consummated that comprised the Separation and the Distribution, including the assets transferred to and liabilities assumed by NLOP.
On October 31, 2023, we also entered into a Tax Matters Agreement, which governs the respective rights, responsibilities, and obligations of us and NLOP after the Distribution, with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation, and information sharing.
Debt Facility
In September 2023, NLOP entered into a new $455 million debt facility, which was executed by NLOP and funded upon the closing of the Spin-Off on November 1, 2023 (the “NLOP Financing Arrangements”). Approximately $343.9 million of this amount (net of (i) transaction expenses and (ii) cash and cash equivalents and restricted cash derecognized) was retained by us in connection with the Spin-Off.
Spin-Off Costs
In connection with the Spin-Off, we have incurred approximately $61.6 million in total costs, comprised of (i) $10.0 million of advisory fees, which is included in Merger and other expenses on our consolidated statements of income ($4.9 million of such fees were recognized during 2022 and $5.1 million were recognized during the year ended December 31, 2023); and (ii) $51.6 million of additional Spin-Off related costs (including $14.4 million of financing costs incurred in connection with the NLOP Financing Arrangements), which were reimbursed to us by NLOP in connection with the Spin-Off.
Note 4. Merger with CPA:18 – Global
CPA:18 Merger
On February 27, 2022, we and certain of our subsidiaries entered into a merger agreement with CPA:18 – Global, pursuant to which CPA:18 – Global would merge with and into one of our indirect subsidiaries in exchange for shares of our common stock and cash, subject to approval by the stockholders of CPA:18 – Global. The CPA:18 Merger and related transactions were approved by the stockholders of CPA:18 – Global on July 26, 2022 and completed on August 1, 2022.
At the effective time of the CPA:18 Merger, each share of CPA:18 – Global common stock issued and outstanding immediately prior to the effective time of the CPA:18 Merger was canceled and, in exchange for cancellation of such share, the rights attaching to such share were converted automatically into the right to receive (i) 0.0978 shares of our common stock and (ii) $3.00 in cash, which we refer to herein as the Merger Consideration. Each share of CPA:18 – Global common stock owned by us or any of our subsidiaries immediately prior to the effective time of the CPA:18 Merger was automatically canceled and retired, and ceased to exist, for no Merger Consideration. In exchange for the 141,099,002 shares of CPA:18 – Global common stock that we and our subsidiaries did not previously own, we paid total merger consideration of approximately $1.6 billion, consisting of (i) the issuance of 13,786,302 shares of our common stock with a fair value of $1.2 billion, based on the closing price of our common stock on August 1, 2022 of $87.46 per share, (ii) cash consideration of $423.3 million, and (iii) cash of $0.1 million paid in lieu of issuing any fractional shares of our common stock. Pursuant to the terms of the definitive merger agreement, in connection with the closing of the CPA:18 Merger, we waived certain back-end fees that we would have otherwise been entitled to receive from CPA:18 – Global upon its liquidation pursuant to the terms of our pre-closing advisory agreement with CPA:18 – Global.
W. P. Carey 2023 10-K – 75 | |||||
Notes to Consolidated Financial Statements
Immediately prior to the closing of the CPA:18 Merger, CPA:18 – Global’s portfolio was comprised of full or partial ownership interests in 42 leased properties (including seven properties in which we already owned a partial ownership interest), substantially all of which were net leased with a weighted-average lease term of 7.0 years, an occupancy rate of 99.3% (unaudited), and an estimated contractual minimum annualized base rent (“ABR”) totaling $81.0 million, as well as 65 self-storage operating properties and two student housing operating properties totaling 5.1 million square feet (unaudited). The related property-level debt was comprised of non-recourse mortgage loans with an aggregate consolidated fair value of approximately $900.2 million with a weighted-average annual interest rate of 5.1% as of August 1, 2022. From the closing of the CPA:18 Merger through December 31, 2022, lease revenues, operating property revenues, and net income from properties acquired were $42.7 million, $39.2 million, and $12.3 million, respectively.
Two of the net lease properties that we acquired in the CPA:18 Merger were classified as Assets held for sale, with an aggregate fair value of $85.0 million at acquisition. From the closing of the CPA:18 Merger through December 31, 2022, lease revenues from these properties totaled $4.9 million. We sold one of these properties in August 2022 for total proceeds, net of selling costs, of $44.5 million, and recognized a loss on sale of $0.2 million (Note 17). We sold the other property in October 2023 for total proceeds, net of selling costs, of $29.5 million (Note 17).
Purchase Price Allocation
We accounted for the CPA:18 Merger as a business combination under the acquisition method of accounting. After consideration of all applicable factors pursuant to the business combination accounting rules, we were considered the “accounting acquirer” due to various factors, including the fact that our stockholders held the largest portion of the voting rights in the combined company upon completion of the CPA:18 Merger. Costs related to the CPA:18 Merger have been expensed as incurred and classified within Merger and other expenses in the consolidated statements of income, totaling $17.2 million for the year ended December 31, 2022.
The purchase price was allocated to the assets acquired and liabilities assumed, based upon their fair values at August 1, 2022. See Consolidated Statements of Cash Flows — Supplemental Non-Cash Investing and Financing Activities for a summary of the estimated fair values of the assets acquired and liabilities assumed in the CPA:18 Merger.
Goodwill
The $172.3 million of goodwill recorded in the CPA:18 Merger was primarily due to the premium we paid over CPA:18 – Global’s estimated fair value. Management believes the premium is supported by several factors, including that the CPA:18 Merger (i) concludes our exit from the non-traded REIT business, (ii) adds a high-quality diversified portfolio of net lease assets that is well-aligned with our existing portfolio, (iii) enhances certain portfolio metrics, and (iv) adds an attractive portfolio of self-storage operating properties.
The fair value of the 13,786,302 shares of our common stock issued in the CPA:18 Merger as part of the consideration paid for CPA:18 – Global of $1.6 billion was derived from the closing market price of our common stock on the acquisition date. As required by GAAP, the fair value related to the assets acquired and liabilities assumed, as well as the shares exchanged, has been computed as of the date we gained control, which was the closing date of the CPA:18 Merger, in a manner consistent with the methodology described above.
Goodwill is not deductible for income tax purposes.
Equity Investments
During the third quarter of 2022, we recognized a gain on change in control of interests of approximately $22.5 million, which was the difference between the carrying value of approximately $65.8 million and the fair value of approximately $88.3 million of our previously held equity interest in 8,556,732 shares of CPA:18 – Global’s common stock.
The CPA:18 Merger also resulted in our acquisition of the remaining interests in four investments in which we already had a joint interest and accounted for under the equity method. Upon acquiring the remaining interests in these investments, we owned 100% of these investments and thus accounted for the acquisitions of these interests utilizing the purchase method of accounting. Due to the change in control of the four jointly owned investments that occurred, we recorded a gain on change in control of interests of approximately $11.4 million during the third quarter of 2022, which was the difference between our
W. P. Carey 2023 10-K – 76 | |||||
Notes to Consolidated Financial Statements
carrying values and the fair values of our previously held equity interests on August 1, 2022 of approximately $17.2 million and approximately $28.6 million, respectively. Subsequent to the CPA:18 Merger, we consolidate these wholly owned investments.
Pro Forma Financial Information (Unaudited)
The following consolidated pro forma financial information has been presented as if the CPA:18 Merger had occurred on January 1, 2021 for the years ended December 31, 2022 and 2021. The pro forma financial information is not necessarily indicative of what the actual results would have been had the CPA:18 Merger on that date, nor does it purport to represent the results of operations for future periods.
(in thousands)
| Years Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Pro forma total revenues | $ | 1,590,233 | $ | 1,509,828 | |||||||
Note 5. Agreements and Transactions with Related Parties
Advisory Agreements and Partnership Agreements with the Managed Programs and NLOP
We currently have advisory arrangements with CESH, pursuant to which we earn fees and are entitled to receive reimbursement for certain fund management expenses. Upon completion of the CPA:18 Merger on August 1, 2022 (Note 4), our advisory agreements with CPA:18 – Global were terminated, and we ceased earning revenue from CPA:18 – Global. The NLOP Advisory Agreements are described in Note 3.
The following tables present a summary of revenue earned, reimbursable costs, and distributions of Available Cash received/accrued from the Managed Programs, NLOP, and Watermark Lodging Trust, Inc. (“WLT”) (a former affiliate) for the periods indicated, included in the consolidated financial statements (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
Asset management revenue (a) | $ | 2,184 | $ | 8,467 | $ | 15,363 | |||||||||||
Other advisory income and reimbursements (a) | 667 | — | — | ||||||||||||||
Reimbursable costs from affiliates (a) | 368 | 2,518 | 4,035 | ||||||||||||||
Distributions of Available Cash (b) | — | 8,746 | 7,345 | ||||||||||||||
Interest income on loans to affiliates (c) | — | 112 | 120 | ||||||||||||||
| $ | 3,219 | $ | 19,843 | $ | 26,863 | ||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| NLOP | $ | 1,912 | $ | — | $ | — | |||||||||||
| CESH | 1,307 | 1,989 | 3,713 | ||||||||||||||
| CPA:18 – Global | — | 17,854 | 22,867 | ||||||||||||||
| WLT (reimbursed transition services) | — | — | 283 | ||||||||||||||
| $ | 3,219 | $ | 19,843 | $ | 26,863 | ||||||||||||
__________
(a)Amounts represent revenues from contracts under ASC 606.
(b)Included within Earnings (losses) from equity method investments in the consolidated statements of income.
(c)Included within Non-operating income in the consolidated statements of income.
W. P. Carey 2023 10-K – 77 | |||||
Notes to Consolidated Financial Statements
The following table presents a summary of amounts due from affiliates, which are included within Other assets, net in the consolidated financial statements (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Asset management fees receivable | $ | 1,349 | $ | 386 | |||||||
| Accounts receivable | 768 | 329 | |||||||||
| Reimbursable costs | 59 | 204 | |||||||||
| $ | 2,176 | $ | 919 | ||||||||
Performance Obligations and Significant Judgments
The fees earned pursuant to our advisory agreements are considered variable consideration. For the agreements that include multiple performance obligations, including asset management services, revenue is allocated to each performance obligation based on estimates of the price that we would charge for each promised service if it were sold on a standalone basis.
Judgment is applied in assessing whether there should be a constraint on the amount of fees recognized, such as amounts in excess of certain threshold limits with respect to the contract price or any potential clawback provisions included in certain of our arrangements. We exclude fees subject to such constraints to the extent it is probable that a significant reversal of those amounts will occur.
Asset Management Revenue
Under the advisory agreement with CESH, we earn asset management revenue at a rate of 1.0% based on its gross assets at fair value, paid in cash. Under the advisory agreement with NLOP, we earn an asset management fee of approximately $7.5 million annually, which will be proportionately reduced following the disposition of a portfolio property.
The performance obligation for asset management services is satisfied over time as services are rendered. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. We are compensated for our services on a monthly or quarterly basis. However, these services represent a series of distinct daily services under ASC 606, Revenue from Contracts with Customers. Accordingly, we satisfy the performance obligation and resolve the variability associated with our fees on a daily basis. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period.
In providing asset management services, we are reimbursed for certain costs. Direct reimbursement of these costs does not represent a separate performance obligation. Payment for asset management services is typically due on the first business day following the month of the delivery of the service.
Other Advisory Income and Reimbursements
Under the advisory agreement with NLOP, we earn a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, paid in cash.
Reimbursable Costs from Affiliates
CESH reimburses us in cash for certain personnel and overhead costs that we incur on its behalf, based on actual expenses incurred.
Distributions of Available Cash
We were entitled to receive distributions of up to 10% of the Available Cash (as defined in CPA:18 – Global’s partnership agreement) from the operating partnership of CPA:18 – Global, payable quarterly in arrears. After completion of the CPA:18 Merger on August 1, 2022 (Note 4), we no longer receive distributions of Available Cash from CPA:18 – Global.
W. P. Carey 2023 10-K – 78 | |||||
Notes to Consolidated Financial Statements
Back-End Fees and Interests in the Managed Programs
Under our advisory arrangements with CESH, we may also receive compensation in connection with providing a liquidity event for its investors. Such back-end fees or interests include or may include interests in disposition proceeds. There can be no assurance as to whether or when any back-end fees or interests will be realized. Pursuant to the terms of the definitive merger agreement, in connection with the closing of the CPA:18 Merger, we waived certain back-end fees that we would have been entitled to receive from CPA:18 – Global upon its liquidation pursuant to the terms of our advisory agreement and partnership agreement with CPA:18 – Global (Note 4).
Other Transactions with Affiliates
Loans to Affiliates
From time to time, our board of directors (our “Board”) has approved the making of secured and unsecured loans or lines of credit from us to certain of the Managed Programs, at our sole discretion, generally for the purpose of facilitating acquisitions or for working capital purposes. In July 2022, CPA:18 – Global repaid the $16.0 million principal outstanding balance on its line of credit in full. The loan agreement with CPA:18 – Global was terminated upon completion of the CPA:18 Merger on August 1, 2022. No such line of credit with CESH existed during the reporting period.
Other
At December 31, 2023, we owned interests in eight jointly owned investments in real estate, with the remaining interests held by third parties. We consolidate four such investments and account for the remaining four investments under the equity method of accounting (Note 9). In addition, we owned limited partnership units of CESH at that date. We elected to account for our investment in CESH under the fair value option (Note 9).
Note 6. Land, Buildings and Improvements, and Assets Held for Sale
Land, Buildings and Improvements — Net Lease and Other
Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Land | $ | 2,248,300 | $ | 2,400,002 | |||||||
| Buildings and improvements | 9,801,596 | 10,916,630 | |||||||||
| Real estate under construction | 45,562 | 22,225 | |||||||||
| Less: Accumulated depreciation | (1,509,730) | (1,672,091) | |||||||||
| $ | 10,585,728 | $ | 11,666,766 | ||||||||
During 2023, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro increased by 3.6% to $1.1050 from $1.0666. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our Land, buildings and improvements — net lease and other increased by $129.9 million from December 31, 2022 to December 31, 2023.
See Note 3 for a description of land, buildings and improvements derecognized in connection with the Spin-Off.
See Note 7 for a description of land, buildings and improvements reclassified to net investments in sales-type leases during the year ended December 31, 2023.
On January 31, 2023, the master lease expired on certain hotel properties previously classified as net-lease properties, which converted to operating properties. As a result, in February 2023, we reclassified 12 consolidated hotel properties with an aggregate carrying value of $164.6 million from Land, buildings and improvements — net lease and other to Land, buildings and improvements — operating properties. Effective as of that time, we began recognizing operating property revenues and expenses from these properties, whereas previously we recognized lease revenues from these properties.
W. P. Carey 2023 10-K – 79 | |||||
Notes to Consolidated Financial Statements
In connection with changes in lease classifications due to extensions of the underlying leases, we reclassified five properties with an aggregate carrying value of $25.4 million from Net investments in finance leases and loans receivable to Land, buildings and improvements — net lease and other during 2023 (Note 7).
As discussed in Note 4, we acquired 39 consolidated properties subject to existing operating leases in the CPA:18 Merger, which increased the carrying value of our Land, buildings and improvements — net lease and other by $881.6 million during the year ended December 31, 2022.
Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $325.8 million, $299.4 million, and $286.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Acquisitions of Real Estate During 2023
During 2023, we entered into the following investments, which were deemed to be real estate asset acquisitions (dollars in thousands):
| Property Location(s) | Number of Properties | Date of Acquisition | Property Type | Total Capitalized Costs (a) | ||||||||||||||||||||||
| Various, United States | 6 | 1/12/2023 | Industrial | $ | 64,861 | |||||||||||||||||||||
Various, Italy (5 properties) and Spain (3 properties) (a) | 8 | 3/23/2023 | Industrial | 79,218 | ||||||||||||||||||||||
| Various, Canada | 11 | 4/1/2023 | Industrial, Warehouse | 467,811 | ||||||||||||||||||||||
Various, United States (4 properties), Canada (3 properties), and Mexico (2 properties) (b) | 9 | 4/18/2023 | Industrial | 97,952 | ||||||||||||||||||||||
| Various, United States | 9 | 5/5/2023; 5/26/2023 | Retail (Car Wash) | 39,713 | ||||||||||||||||||||||
| Various, United States | 4 | 6/15/2023 | Education (Medical School) | 139,092 | ||||||||||||||||||||||
| Dothan, Alabama and Queensbury, New York | 2 | 10/24/2023; 10/26/2023 | Retail (Car Wash) | 8,658 | ||||||||||||||||||||||
Various, United States (c) | 7 | 11/17/2023 | Retail (Car Wash) | 35,577 | ||||||||||||||||||||||
Various, Italy (7 properties), Spain (3 properties), and Germany (1 property) (a) | 11 | 11/29/2023 | Industrial, Warehouse | 157,095 | ||||||||||||||||||||||
| Houston, Texas | 1 | 12/5/2023 | Warehouse | 61,610 | ||||||||||||||||||||||
| San Diego, California | 2 | 12/11/2023 | Industrial, Research & Development | 13,324 | ||||||||||||||||||||||
| Phoenix, Arizona | 1 | 12/22/2023 | Retail | 13,791 | ||||||||||||||||||||||
| 71 | $ | 1,178,702 | ||||||||||||||||||||||||
__________
(a)Amount reflects the applicable exchange rate on the date of transaction.
(b)Amount includes $3.1 million for an expansion at a property leased to this tenant that we already own.
(c)We also entered into a purchase agreement to acquire four additional retail (car wash) facilities leased to this tenant totaling $20.3 million, which is expected to be completed in 2024.
W. P. Carey 2023 10-K – 80 | |||||
Notes to Consolidated Financial Statements
The aggregate purchase price allocation for investments disclosed above is as follows (dollars in thousands):
| Total Capitalized Costs | |||||
| Land | $ | 212,594 | |||
| Buildings and improvements | 774,131 | ||||
| Intangible assets: | |||||
In-place lease (weighted-average expected life of 21.2 years) | 185,878 | ||||
| Right-of-use assets: | |||||
Finance lease (a) | 12,981 | ||||
| Prepaid rent liabilities | (6,882) | ||||
| $ | 1,178,702 | ||||
__________
(a)Represents consideration paid to acquire a leasehold interest in land, buildings and improvements. The lease was determined to be a finance lease due to our intention to acquire the land, buildings and improvements upon lease expiration. These assets are included in In-place lease intangible assets and other in the consolidated balance sheets.
Acquisitions of Real Estate During 2022 — We entered into 23 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.2 billion, including land of $145.1 million, buildings of $853.0 million, in-place lease intangibles of $152.9 million, below-market rent intangibles of $7.0 million, and ROU assets of $12.3 million. These investments exclude properties acquired in the CPA:18 Merger (Note 4).
Acquisitions of Real Estate During 2021 — We entered into 28 investments, which were deemed to be real estate asset acquisitions, at a total cost of $1.3 billion, including land of $191.0 million, buildings of $946.9 million, net lease intangibles of $188.9 million, land lease ROU assets of $6.0 million, above-market ground lease intangibles, net, of $4.2 million (included within ROU assets), prepaid rent liabilities of $15.4 million, and operating lease liabilities of $6.0 million.
Real Estate Under Construction — Net Lease and Operating Properties
During 2023, we capitalized real estate under construction totaling $92.5 million. The number of construction projects in progress with balances included in real estate under construction was 11 and eight as of December 31, 2023 and 2022, respectively. Aggregate unfunded commitments totaled approximately $71.8 million and $61.1 million as of December 31, 2023 and 2022, respectively.
During 2023, we completed the following construction projects (dollars in thousands):
| Property Location(s) | Primary Transaction Type | Number of Properties | Date of Completion | Property Type | Total Capitalized Costs (a) | |||||||||||||||||||||||||||
Evansville, Indiana and Lawrence, Kansas | Renovation | 2 | 3/23/2023 | Industrial | $ | 20,637 | ||||||||||||||||||||||||||
| Pleasanton, California | Redevelopment | 1 | 8/21/2023 | Laboratory | 13,905 | |||||||||||||||||||||||||||
| Chattanooga, Tennessee | Expansion | 1 | 11/20/2023 | Warehouse | 26,128 | |||||||||||||||||||||||||||
| 4 | $ | 60,670 | ||||||||||||||||||||||||||||||
During 2022, we completed six construction projects, at a total cost of $148.1 million.
During 2021, we completed four construction projects, at a total cost of $88.2 million.
During 2023, we committed to fund four redevelopment or expansion projects, for an aggregate amount of $84.1 million. We currently expect to complete the projects in 2024 and 2025.
Capitalized interest incurred during construction was $0.6 million, $1.3 million, and $2.5 million for the years ended December 31, 2023, 2022, and 2021 respectively, which reduces Interest expense in the consolidated statements of income.
W. P. Carey 2023 10-K – 81 | |||||
Notes to Consolidated Financial Statements
Dispositions of Properties
During 2023, we sold 20 properties, which were classified as Land, buildings and improvements — net lease and other. As a result, the carrying value of our Land, buildings and improvements — net lease and other decreased by $197.5 million from December 31, 2022 to December 31, 2023 (Note 17).
Other Lease-Related Income
2023 — For the year ended December 31, 2023, Other lease-related income on our consolidated statements of income included: (i) lease termination income totaling $11.9 million received from two tenants in connection with the sales of the properties they occupied and (ii) other lease-related settlements totaling $9.1 million.
2022 — For the year ended December 31, 2022, Other lease-related income on our consolidated statements of income included: (i) other lease-related settlements totaling $17.6 million; (ii) lease termination income totaling $12.4 million received from two tenants; and (iii) income from a parking garage attached to one of our net-leased properties totaling $1.6 million.
2021 — For the year ended December 31, 2021, Other lease-related income on our consolidated statements of income included: (i) lease termination income of $41.0 million received from a tenant; (ii) other lease-related settlements totaling $9.8 million; and (iii) income from a parking garage attached to one of our net-leased properties totaling $1.9 million.
Leases
Operating Lease Income
Lease income related to operating leases recognized and included in the consolidated statements of income is as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Lease income — fixed | $ | 1,254,340 | $ | 1,160,942 | $ | 1,066,250 | |||||||||||
Lease income — variable (a) | 173,036 | 140,675 | 111,188 | ||||||||||||||
| Total operating lease income | $ | 1,427,376 | $ | 1,301,617 | $ | 1,177,438 | |||||||||||
__________
(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.
Scheduled Future Lease Payments to be Received
Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable operating leases at December 31, 2023 are as follows (in thousands):
| Years Ending December 31, | Total | |||||||
| 2024 | $ | 1,179,313 | ||||||
| 2025 | 1,166,318 | |||||||
| 2026 | 1,129,855 | |||||||
| 2027 | 1,088,488 | |||||||
| 2028 | 1,058,295 | |||||||
| Thereafter | 10,565,084 | |||||||
| Total | $ | 16,187,353 | ||||||
See Note 6 for scheduled future lease payments to be received under non-cancelable direct financing leases and sales-type leases.
W. P. Carey 2023 10-K – 82 | |||||
Notes to Consolidated Financial Statements
Lease Cost
Lease costs for operating leases are included in (i) General and administrative expenses (office leases), (ii) Property expenses, excluding reimbursable tenant costs (land leases), and (iii) Reimbursable tenant costs (land leases) in the consolidated statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
Fixed lease cost | $ | 15,518 | $ | 15,087 | $ | 16,426 | |||||||||||
Variable lease cost | 1,731 | 1,086 | 1,149 | ||||||||||||||
| Total lease cost | $ | 17,249 | $ | 16,173 | $ | 17,575 | |||||||||||
During the years ended December 31, 2023, 2022, and 2021, we received sublease income totaling approximately $4.9 million, $4.6 million, and $5.1 million, respectively, which is included in Lease revenues in the consolidated statements of income.
Other Information
Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (dollars in thousands):
| December 31, | |||||||||||||||||
| Location on Consolidated Balance Sheets | 2023 | 2022 | |||||||||||||||
| Operating ROU assets — land leases | $ | 114,080 | $ | 123,834 | |||||||||||||
| Finance ROU assets — land and building leases | 26,034 | 12,598 | |||||||||||||||
| Operating ROU assets — office leases | 54,730 | 56,674 | |||||||||||||||
| Total operating ROU assets | $ | 194,844 | $ | 193,106 | |||||||||||||
| Operating lease liabilities | $ | 138,733 | $ | 146,302 | |||||||||||||
| Weighted-average remaining lease term — operating leases | 23.8 years | 25.8 years | |||||||||||||||
| Weighted-average discount rate — operating leases | 6.6 | % | 6.8 | % | |||||||||||||
| Number of land lease arrangements — operating leases | 66 | 72 | |||||||||||||||
| Number of land and building lease arrangements — finance leases | 2 | 1 | |||||||||||||||
| Number of office space arrangements | 4 | 4 | |||||||||||||||
| Lease term range (excluding extension options not reasonably certain of being exercised) | <1 – 98 years | <1 – 99 years | |||||||||||||||
Cash paid for operating lease liabilities included in Net cash provided by operating activities totaled $16.1 million, $15.8 million, and $13.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
During the year ended December 31, 2023, we acquired a leasehold interest in land, buildings and improvements for $13.0 million, which is included in Net cash used in investing activities on the consolidated statements of cash flows. The lease was determined to be a finance lease due to our intention to acquire the land, buildings and improvements upon lease expiration in 20 years. During the year ended December 31, 2023, we recognized $0.2 million of rent expense for this finance lease, which is included in Depreciation and amortization on our consolidated statements of income.
We assumed seven land lease arrangements in the CPA:18 Merger, for which we are the lessee. As a result, we capitalized (i) ROU assets totaling $24.5 million (comprised of below-market ground lease intangibles totaling $17.9 million and land lease ROU assets totaling $6.6 million), which are included within In-place lease intangible assets and other on our consolidated balance sheets, and (ii) operating lease liabilities totaling $6.6 million, which are included within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets.
W. P. Carey 2023 10-K – 83 | |||||
Notes to Consolidated Financial Statements
Undiscounted Cash Flows
A reconciliation of the undiscounted cash flows for operating leases recorded on the consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of December 31, 2023 is as follows (in thousands):
| Years Ending December 31, | Total | |||||||
| 2024 | $ | 13,706 | ||||||
| 2025 | 13,892 | |||||||
| 2026 | 13,847 | |||||||
| 2027 | 14,036 | |||||||
| 2028 | 13,924 | |||||||
| Thereafter | 227,376 | |||||||
| Total lease payments | 296,781 | |||||||
| Less: amount of lease payments representing interest | (158,048) | |||||||
| Present value of future lease payments/lease obligations | $ | 138,733 | ||||||
Land, Buildings and Improvements — Operating Properties
At December 31, 2023, Land, buildings and improvements — operating properties consisted of our investments in 80 consolidated self-storage properties, five consolidated hotels, and two consolidated student housing properties. At December 31, 2022, Land, buildings and improvements — operating properties consisted of our investments in 75 consolidated self-storage properties, two consolidated student housing properties, and one consolidated hotel. Below is a summary of our Land, buildings and improvements — operating properties (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Land | $ | 150,084 | $ | 122,317 | |||||||
| Buildings and improvements | 1,104,635 | 955,009 | |||||||||
| Real estate under construction | 1,530 | 18,566 | |||||||||
| Less: Accumulated depreciation | (80,057) | (28,295) | |||||||||
| $ | 1,176,192 | $ | 1,067,597 | ||||||||
As described above under Land, Buildings and Improvements — Net Lease and Other, on January 31, 2023, the master lease expired on certain hotel properties previously classified as net-lease properties, which converted to operating properties. As a result, in February 2023, we reclassified 12 consolidated hotel properties with an aggregate carrying value of $164.6 million from Land, buildings and improvements — net lease and other to Land, buildings and improvements — operating properties. We sold eight of these hotel properties during the third and fourth quarters of 2023. As a result of these dispositions, the carrying value of our Land, buildings and improvements — operating properties decreased by $89.7 million from December 31, 2022 to December 31, 2023 (Note 17).
During the year ended December 31, 2023, the U.S. dollar weakened against the British pound sterling, resulting in an increase of $5.1 million in the carrying value of our Land, buildings and improvements — operating properties from December 31, 2022 to December 31, 2023.
During the year ended December 31, 2023, we completed a student housing development project and reclassified $25.5 million from real estate under construction to buildings and improvements attributable to operating properties.
Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements attributable to operating properties was $29.8 million, $11.6 million, and $2.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.
W. P. Carey 2023 10-K – 84 | |||||
Notes to Consolidated Financial Statements
During the year ended December 31, 2023, we entered into the following self-storage operating property investments, which were deemed to be real estate asset acquisitions (dollars in thousands):
| Property Location(s) | Number of Properties | Date of Acquisition | Property Type | Total Capitalized Costs | ||||||||||||||||||||||
Little Rock, Arkansas (a) | 1 | 6/22/2023 | Self-Storage | $ | 6,166 | |||||||||||||||||||||
| Houston, Texas | 1 | 8/25/2023 | Self-Storage | 13,120 | ||||||||||||||||||||||
| Knoxville and Springfield, Tennessee | 2 | 12/8/2023 | Self-Storage | 15,580 | ||||||||||||||||||||||
| Bastrop, Texas | 1 | 12/15/2023 | Self-Storage | 12,443 | ||||||||||||||||||||||
| 5 | $ | 47,309 | ||||||||||||||||||||||||
__________
(a)We also committed to fund $3.6 million for an expansion at this facility, which is expected to be completed in the first quarter of 2024.
The aggregate purchase price allocation for investments disclosed above is as follows (dollars in thousands):
| Total Capitalized Costs | |||||
| Land | $ | 13,547 | |||
| Buildings and improvements | 31,923 | ||||
| Intangible assets: | |||||
In-place lease (weighted-average expected life of 0.5 years) | 1,839 | ||||
| $ | 47,309 | ||||
For the year ended December 31, 2023, Land, buildings and improvements — operating properties revenues totaling $180.3 million were comprised of $164.5 million in lease revenues and $15.8 million in other income (such as food and beverage revenue) from 80 consolidated self-storage properties, 13 consolidated hotels, and two consolidated student housing properties. For the year ended December 31, 2022, Land, buildings and improvements — operating properties revenues totaling $59.2 million were comprised of $54.4 million in lease revenues and $4.8 million in other income (such as food and beverage revenue) from 75 consolidated self-storage, two consolidated student housing properties and one consolidated hotel. For the year ended December 31, 2021, Land, buildings and improvements — operating properties revenues totaling $13.5 million were comprised of $11.2 million in lease revenues and $2.3 million in other income from ten consolidated self-storage properties and one consolidated hotel. We derive self-storage revenue primarily from rents received from customers who rent storage space under month-to-month leases for personal or business use. We derive hotel revenue primarily from room rentals, as well as food, beverage, and other services. We earn student housing operating revenue primarily from leases of one year or less with individual students.
Assets Held for Sale, Net
Below is a summary of our properties held for sale (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
Land, buildings and improvements — net lease and other | $ | 46,986 | $ | 47,134 | |||||||
| In-place lease intangible assets and other | 5,222 | 10,854 | |||||||||
| Above-market rent intangible assets | 8,374 | 3,210 | |||||||||
| Accumulated depreciation and amortization | (23,460) | (3,254) | |||||||||
| Assets held for sale, net | $ | 37,122 | $ | 57,944 | |||||||
At December 31, 2023, we had two properties classified as Assets held for sale, net, with an aggregate carrying value of $37.1 million. We sold both of these properties in January 2024 for gross proceeds of $36.6 million (Note 19). At December 31, 2022, we had three properties classified as Assets held for sale, net, with an aggregate carrying value of $57.9 million. These properties were sold in 2023.
W. P. Carey 2023 10-K – 85 | |||||
Notes to Consolidated Financial Statements
Note 7. Finance Receivables
Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in finance leases and loans receivable (net of allowance for credit losses). Operating leases are not included in finance receivables. See Note 2 and Note 6 for information on ROU operating lease assets recognized in our consolidated balance sheets.
Finance Receivables
Net investments in finance leases and loans receivable are summarized as follows (in thousands):
| Maturity Date | December 31, | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
Net investments in sales-type leases (a) | 2024 – 2034 | $ | 835,734 | $ | — | ||||||||||||
Net investments in direct financing leases (b) | 2024 – 2036 | 431,328 | 498,313 | ||||||||||||||
Sale-leaseback transactions accounted for as loans receivable (c) | 2038 – 2052 | 236,611 | 234,198 | ||||||||||||||
Secured loans receivable (d) | 2024 | 11,250 | 39,250 | ||||||||||||||
| $ | 1,514,923 | $ | 771,761 | ||||||||||||||
__________
(a)These investments are assessed for credit loss allowances but no such allowances were recorded as of December 31, 2023 or 2022.
(b)Amounts are net of allowance for credit losses, as disclosed below under Net Investments in Direct Financing Leases.
(c)These investments are accounted for as loans receivable in accordance with ASC 310, Receivables and ASC 842, Leases. Maturity dates reflect the current lease maturity dates. Amounts are net of allowance for credit losses of $0.8 million as of December 31, 2023. No such allowance was recorded as of December 31, 2022.
(d)Amounts are net of allowance for credit losses of $2.1 million as of both December 31, 2023 and 2022.
During the year ended December 31, 2023, the U.S. dollar weakened against the euro, resulting in a $27.7 million increase in the carrying value of Net investments in finance leases and loans receivable from December 31, 2022 to December 31, 2023.
Net Investments in Direct Financing Leases
Net investments in direct financing leases is summarized as follows (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Lease payments receivable | $ | 285,512 | $ | 332,618 | |||||||
| Unguaranteed residual value | 434,234 | 470,839 | |||||||||
| 719,746 | 803,457 | ||||||||||
| Less: unearned income | (251,441) | (296,411) | |||||||||
Less: allowance for credit losses (a) | (36,977) | (8,733) | |||||||||
| $ | 431,328 | $ | 498,313 | ||||||||
__________
(a)During the years ended December 31, 2023 and 2022, we recorded a net allowance for credit losses of $28.2 million and a net release of allowance for credit losses of $3.9 million, respectively, on our net investments in direct financing leases due to (i) the declining financial position of one of our top ten tenants during the year ended December 31, 2023 and (ii) changes in credit quality for certain other tenants, which was included within Other gains and (losses) in our consolidated statements of income.
2023 — Income from direct financing leases, which is included in Income from finance leases and loans receivable in the consolidated financial statements, was $49.9 million for the year ended December 31, 2023.
During the year ended December 31, 2023, we reclassified five properties with a carrying value of $25.4 million from Net investments in finance leases and loans receivable to Real estate in connection with changes in lease classifications due to extensions of the underlying leases (Note 6).
W. P. Carey 2023 10-K – 86 | |||||
Notes to Consolidated Financial Statements
2022 — Income from direct financing leases, which is included in Income from finance leases and loans receivable in the consolidated financial statements, was $53.0 million for the year ended December 31, 2022.
As discussed in Note 4, we acquired one consolidated property subject to a direct financing lease in the CPA:18 Merger, which increased the carrying value of our Net investments in finance leases and loans receivable by $10.5 million during the year ended December 31, 2022.
2021 — Income from direct financing leases, which was included in Income from finance leases and loans receivable in the consolidated financial statements, was $63.2 million for the year ended December 31, 2021.
Net Investments in Sales-Type Leases
On February 28, 2023, the tenant occupying our portfolio of 78 net-lease self-storage properties located in the United States provided notice of its intention to exercise its option to repurchase the properties. The purchase price will be calculated using the U.S. CPI as of the closing date. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $451.4 million on our consolidated balance sheets (based on the present value of remaining rents and estimated purchase price, using the CPI rates as of the exercise notice date), since the tenant provided notice of its intention to exercise its purchase option. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $393.7 million from Land, buildings and improvements — net lease and other, (ii) $36.6 million from In-place lease intangible assets and other, (iii) $22.4 million from Above-market rent intangible assets, (iv) $18.5 million from Below-market rent and other intangible liabilities, net, and (v) $159.0 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $176.2 million during the year ended December 31, 2023 related to this transaction. We sold a portion of this portfolio in February 2024 (Note 19).
On October 16, 2023, the tenant occupying an industrial/office facility located in Nagold, Germany, provided notice of its intention to exercise its option to repurchase the property. In accordance with ASC 842, Leases, we reclassified this net-lease asset to net investments in sales-type leases totaling $20.6 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the date of notice), since the tenant provided notice of its intention to exercise its purchase option. In connection with this transaction, we reclassified $20.6 million from net investments in direct financing leases to net investments in sales-type leases (both are included within Net investments in finance leases and loans receivable on our consolidated balance sheets). No gain or loss on sale of real estate was recognized related to this transaction.
On October 31, 2023, we entered into an agreement to sell our portfolio of 70 office properties located in Spain to the tenant occupying the properties. In accordance with ASC 842, Leases, we reclassified these net-lease assets to net investments in sales-type leases totaling $348.6 million on our consolidated balance sheets (based on the estimated purchase price and the foreign currency exchange rate of the euro on the agreement date), since this agreement resulted in a lease modification. In connection with this transaction, we reclassified the following amounts to Net investments in finance leases and loans receivable: (i) $269.0 million from Land, buildings and improvements — net lease and other, (ii) $57.4 million from In-place lease intangible assets and other, (iii) $21.7 million from Other assets, net, and (iv) $76.4 million from Accumulated depreciation and amortization. We recognized an aggregate Gain on sale of real estate, net, of $59.1 million during the year ended December 31, 2023 related to this transaction, reflecting balances of $14.6 million within Deferred income taxes and $3.2 million within Accounts payable, accrued expenses and other liabilities for this investment. This investment was sold in January 2024 (Note 19).
Earnings from our net investments in sales-type leases are included in Income from finance leases and loans receivable in the consolidated financial statements, and totaled $38.1 million for the year ended December 31, 2023. Prior to this reclassification to net investments in sales-type leases, earnings from this investment were recognized in Lease revenues in the consolidated financial statements.
W. P. Carey 2023 10-K – 87 | |||||
Notes to Consolidated Financial Statements
Net investments in sales-type leases is summarized as follows (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
Lease payments receivable (a) | $ | 849,881 | $ | — | |||||||
| 849,881 | — | ||||||||||
| Less: unearned income | (14,147) | — | |||||||||
| $ | 835,734 | $ | — | ||||||||
__________
(a)Includes estimated purchase price and total rents owed.
Scheduled Future Lease Payments to be Received
Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable direct financing leases and sales-type leases at December 31, 2023 are as follows (in thousands):
| Years Ending December 31, | Total | |||||||
2024 (a) | $ | 896,949 | ||||||
| 2025 | 44,102 | |||||||
| 2026 | 42,939 | |||||||
| 2027 | 41,713 | |||||||
| 2028 | 34,737 | |||||||
| Thereafter | 74,953 | |||||||
| Total | $ | 1,135,393 | ||||||
__________
(a)Includes $849.9 million for the net investments in sales-type leases described above, representing the estimated purchase prices of the investments plus remaining rents. One investment was sold in January 2024 for gross proceeds of approximately $359 million (Note 19).
See Note 6 for scheduled future lease payments to be received under non-cancelable operating leases.
W. P. Carey 2023 10-K – 88 | |||||
Notes to Consolidated Financial Statements
Loans Receivable
In August 2023, one of our secured loans receivable was repaid to us for $28.0 million. In connection with this repayment, we received an $0.6 million prepayment penalty from the borrower, which was included in Income from finance leases and loans receivable in the consolidated financial statements for the year ended December 31, 2023. This secured loan receivable was initially acquired in the CPA:18 Merger (Note 4).
During the year ended December 31, 2023, we recorded an allowance for credit losses of $0.8 million on our sale-leaseback transactions accounted for as loans receivable due to changes in economic conditions.
In September 2022, one of our secured loans receivable was repaid to us for $34.0 million. In connection with this repayment, we recorded a release of allowance for credit losses of $10.5 million since the loan principal was fully repaid.
During the year ended December 31, 2022, we entered into one sale-leaseback, which was deemed to be a loan receivable, at a cost of $19.8 million
During the year ended December 31, 2021, we entered into three sale-leasebacks, which were deemed to be loans receivable, at a total cost of $217.0 million.
Earnings from our loans receivable are included in Income from finance leases and loans receivable in the consolidated financial statements, and totaled $19.1 million, $21.2 million, and $4.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Credit Quality of Finance Receivables
We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. During the year ended December 31, 2023, we reclassified certain assets to net investments in sales-type leases (which are considered finance receivables), as described above under Net Investments in Sales-Type Leases. At both December 31, 2023 and 2022, no material balances of our finance receivables were past due. Other than the lease extensions noted above under Net Investments in Direct Financing Leases, there were no material modifications of finance receivables during the year ended December 31, 2023.
We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.
A summary of our finance receivables by internal credit quality rating, excluding our allowance for credit losses, is as follows (dollars in thousands):
| Number of Tenants / Obligors at December 31, | Carrying Value at December 31, | |||||||||||||||||||||||||
| Internal Credit Quality Indicator | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| 1 – 3 | 18 | 19 | $ | 1,338,877 | $ | 664,761 | ||||||||||||||||||||
| 4 | 8 | 8 | 215,953 | 117,833 | ||||||||||||||||||||||
| 5 | — | — | — | — | ||||||||||||||||||||||
| $ | 1,554,830 | $ | 782,594 | |||||||||||||||||||||||
W. P. Carey 2023 10-K – 89 | |||||
Notes to Consolidated Financial Statements
Note 8. Goodwill and Other Intangibles
We have recorded lease and internal-use software development intangibles that are being amortized over periods ranging from one year to 48 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the consolidated financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the consolidated financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the consolidated financial statements. Internal-use software development intangibles are included in Other assets, net in the consolidated financial statements. Below-market rent and below-market purchase option intangibles are included in Below-market rent and other intangible liabilities, net in the consolidated financial statements.
Net lease intangibles recorded in connection with property acquisitions during the year ended December 31, 2023 are described in Note 6.
In connection with certain business combinations, including the CPA:18 Merger (Note 4), we recorded goodwill as a result of consideration exceeding the fair values of the assets acquired and liabilities assumed (Note 2). The goodwill was attributed to our Real Estate reporting unit as it relates to the real estate assets we acquired in such business combinations. The following table presents a reconciliation of our goodwill (in thousands):
| Real Estate | Investment Management | Total | |||||||||||||||
Balance at January 1, 2021 | $ | 881,484 | $ | 29,334 | $ | 910,818 | |||||||||||
| Foreign currency translation adjustments | (9,289) | — | (9,289) | ||||||||||||||
Balance at December 31, 2021 | 872,195 | 29,334 | 901,529 | ||||||||||||||
| 172,346 | — | 172,346 | |||||||||||||||
| Foreign currency translation adjustments | (7,129) | — | (7,129) | ||||||||||||||
| — | (29,334) | (29,334) | |||||||||||||||
Balance at December 31, 2022 | 1,037,412 | — | 1,037,412 | ||||||||||||||
| (61,737) | — | (61,737) | |||||||||||||||
| Foreign currency translation adjustments | 2,614 | — | 2,614 | ||||||||||||||
Balance at December 31, 2023 | $ | 978,289 | $ | — | $ | 978,289 | |||||||||||
Current accounting guidance requires that we test for the recoverability of goodwill at the reporting unit level. The test for recoverability must be conducted at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. We performed (i) our annual test for impairment in October 2023 and (ii) a test for impairment in connection with the Spin-Off in November 2023, for goodwill recorded in our Real Estate segment and found no impairment indicated.
W. P. Carey 2023 10-K – 90 | |||||
Notes to Consolidated Financial Statements
Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands):
| December 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 20,745 | $ | (19,569) | $ | 1,176 | $ | 19,812 | $ | (19,144) | $ | 668 | |||||||||||||||||||||||
| 20,745 | (19,569) | 1,176 | 19,812 | (19,144) | 668 | ||||||||||||||||||||||||||||||
| Lease Intangibles: | |||||||||||||||||||||||||||||||||||
| In-place lease | 2,168,739 | (934,138) | 1,234,601 | 2,523,318 | (1,061,235) | 1,462,083 | |||||||||||||||||||||||||||||
| Above-market rent | 706,773 | (481,554) | 225,219 | 833,751 | (507,436) | 326,315 | |||||||||||||||||||||||||||||
| 2,875,512 | (1,415,692) | 1,459,820 | 3,357,069 | (1,568,671) | 1,788,398 | ||||||||||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||||||||||||||
| Goodwill | 978,289 | — | 978,289 | 1,037,412 | — | 1,037,412 | |||||||||||||||||||||||||||||
| Total intangible assets | $ | 3,874,546 | $ | (1,435,261) | $ | 2,439,285 | $ | 4,414,293 | $ | (1,587,815) | $ | 2,826,478 | |||||||||||||||||||||||
| Finite-Lived Intangible Liabilities | |||||||||||||||||||||||||||||||||||
| Below-market rent | $ | (203,413) | $ | 66,541 | $ | (136,872) | $ | (293,160) | $ | 125,287 | $ | (167,873) | |||||||||||||||||||||||
Indefinite-Lived Intangible Liabilities | |||||||||||||||||||||||||||||||||||
| Below-market purchase option | — | — | — | (16,711) | — | (16,711) | |||||||||||||||||||||||||||||
| Total intangible liabilities | $ | (203,413) | $ | 66,541 | $ | (136,872) | $ | (309,871) | $ | 125,287 | $ | (184,584) | |||||||||||||||||||||||
During 2023, the U.S. dollar weakened against the euro, resulting in an increase of $18.8 million in the carrying value of our net intangible assets from December 31, 2022 to December 31, 2023. See Note 3 for a description of intangible assets and liabilities derecognized in connection with the Spin-Off. See Note 7 for a description of intangible assets and liabilities reclassified to net investments in sales-type leases during the year ended December 31, 2023.
Net amortization of intangibles, including the effect of foreign currency translation, was $247.5 million, $229.2 million, and $236.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of internal-use software development and in-place lease intangibles is included in Depreciation and amortization.
Based on the intangible assets and liabilities recorded at December 31, 2023, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows (in thousands):
| Years Ending December 31, | Net Decrease in Lease Revenues | Increase to Amortization | Total | |||||||||||||||||
| 2024 | $ | 22,580 | $ | 131,143 | $ | 153,723 | ||||||||||||||
| 2025 | 19,957 | 117,599 | 137,556 | |||||||||||||||||
| 2026 | 15,918 | 107,938 | 123,856 | |||||||||||||||||
| 2027 | 12,654 | 102,445 | 115,099 | |||||||||||||||||
| 2028 | 11,470 | 92,572 | 104,042 | |||||||||||||||||
| Thereafter | 5,768 | 684,080 | 689,848 | |||||||||||||||||
| Total | $ | 88,347 | $ | 1,235,777 | $ | 1,324,124 | ||||||||||||||
W. P. Carey 2023 10-K – 91 | |||||
Notes to Consolidated Financial Statements
Note 9. Equity Method Investments
We own interests in certain unconsolidated real estate investments with third parties and in the Managed Programs. We account for our interests in these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences) or at fair value by electing the equity method fair value option available under GAAP.
We classify distributions received from equity method investments using the cumulative earnings approach. In general, distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.
Interests in Unconsolidated Real Estate Investments
We own equity interests in properties that are generally leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. The underlying investments are jointly owned with third parties. We account for these investments under the equity method of accounting. Operating results of our unconsolidated real estate investments are included in the Real Estate segment.
The following table sets forth our ownership interests in our equity method investments in real estate, excluding the Managed Programs, and their respective carrying values (dollars in thousands):
| Ownership Interest at | Carrying Value at December 31, | |||||||||||||||||||||||||
| Lessee/Fund/Description | Co-owner | December 31, 2023 | 2023 | 2022 | ||||||||||||||||||||||
Las Vegas Retail Complex (a) | Third Party | N/A | $ | 235,979 | $ | 196,352 | ||||||||||||||||||||
| Johnson Self Storage | Third Party | 90% | 63,934 | 65,707 | ||||||||||||||||||||||
Kesko Senukai (b) | Third Party | 70% | 28,860 | 38,569 | ||||||||||||||||||||||
Harmon Retail Corner (c) | Third Party | 15% | 24,229 | 24,649 | ||||||||||||||||||||||
| $ | 353,002 | $ | 325,277 | |||||||||||||||||||||||
__________
(a)See “Las Vegas Retail Complex” below for discussion of this equity method investment in real estate.
(b)The carrying value of this investment is affected by fluctuations in the exchange rate of the euro.
(c)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.
We received aggregate distributions of $29.1 million, $27.8 million, and $18.6 million from our unconsolidated real estate investments for the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023 and 2022, the aggregate unamortized basis differences on our unconsolidated real estate investments were $18.0 million and $19.1 million, respectively.
Las Vegas Retail Complex
On June 10, 2021, we entered into an agreement to fund a construction loan of approximately $261.9 million for a retail complex in Las Vegas, Nevada, at an interest rate of 6.0% and term of 36 months. Through December 31, 2023, we funded $231.4 million, with the remaining amount expected to be funded in 2024. We hold a purchase option for two net-leased units at the complex upon its completion, as well as an equity purchase option to acquire a 47.5% equity interest in the partnership that owns the borrower. As of the agreement date, we did not deem the exercise of the purchase options to be reasonably certain.
W. P. Carey 2023 10-K – 92 | |||||
Notes to Consolidated Financial Statements
In accordance with ASC 810, Consolidation, we determined that this loan will not be consolidated, but due to the characteristics of the arrangement (including our participation in expected residual profits), the risks and rewards of the agreement are similar to those associated with an investment in real estate rather than a loan. Therefore, the loan will be treated as an implied investment in real estate (i.e., an equity method investment in real estate) for accounting purposes in accordance with the acquisition, development and construction arrangement sub-section of ASC 310, Receivables. Equity income from this investment was $12.8 million and $10.1 million for the years ended December 31, 2023 and 2022, respectively, which was recognized within Earnings (losses) from equity method investments in our consolidated statements of income.
Managed Programs
We own interests in the Managed Programs and account for these interests under the equity method because, as their advisor, we do not exert control over, but we do have the ability to exercise significant influence over, the Managed Programs. Operating results of the Managed Programs are included in the Investment Management segment.
CPA:18 – Global — We received distributions from this investment during the years ended December 31, 2022 and 2021 of $1.6 million and $3.5 million, respectively. We received distributions from our investment in the CPA:18 – Global operating partnership during the years ended December 31, 2022 and 2021 of $8.7 million and $7.3 million, respectively (Note 5).
CESH — We have elected to account for our investment in 2.43% of CESH at fair value by selecting the equity method fair value option available under GAAP. We record our investment in CESH on a one quarter lag; therefore, the balance of our equity method investment in CESH recorded as of December 31, 2023 is based on the estimated fair value of our investment as of September 30, 2023. The carrying amount of our investment in CESH was $1.3 million and $2.2 million as of December 31, 2023 and 2022, respectively. We received distributions from this investment during the years ended December 31, 2023, 2022, and 2021 of $1.2 million, $1.2 million, and $1.3 million, respectively.
Note 10. Fair Value Measurements
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.
Items Measured at Fair Value on a Recurring Basis
The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, we have also provided the unobservable inputs.
Derivative Assets and Liabilities — Our derivative assets and liabilities, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the consolidated financial statements, are comprised of foreign currency collars, interest rate swaps, interest rate caps, and stock warrants (Note 11).
The valuation of our derivative instruments (excluding stock warrants) is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves, spot and forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.
W. P. Carey 2023 10-K – 93 | |||||
Notes to Consolidated Financial Statements
The stock warrants were measured at fair value using valuation models that incorporate market inputs and our own assumptions about future cash flows. We classified these assets as Level 3 because these assets are not traded in an active market.
Equity Method Investment in CESH — We have elected to account for our investment in CESH, which is included in Equity method investments in the consolidated financial statements, at fair value by selecting the equity method fair value option available under GAAP (Note 9). We classified this investment as Level 3 because we primarily used valuation models that incorporate unobservable inputs to determine its fair value.
Investment in Shares of Lineage Logistics — We have elected to apply the measurement alternative under ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10) to account for our investment in shares of Lineage Logistics (a cold storage REIT), which is included in Other assets, net in the consolidated financial statements. Under this alternative, the carrying value is adjusted for any impairments or changes in fair value resulting from observable transactions for similar or identical investments in the issuer. We classified this investment as Level 3 because it is not traded in an active market. During the years ended December 31, 2022 and 2021, we recognized non-cash unrealized gains on our investment in shares of Lineage Logistics totaling $38.6 million and $76.3 million, respectively, due to secondary market transactions at a higher price per share, which was recorded within Other gains and (losses) in the consolidated financial statements. In addition, during the year ended December 31, 2022, we received cash dividends of $4.3 million from our investment in shares of Lineage Logistics, which was recorded within Non-operating income in the consolidated financial statements. The fair value of this investment was $404.9 million at both December 31, 2023 and 2022.
Investment in Shares of GCIF — We account for our investment in shares of GCIF, which is included in Other assets, net in the consolidated financial statements, at fair value. We classified this investment as Level 2 because we used a quoted price from an inactive market to determine its fair value. During the year ended December 31, 2023, we received liquidating distributions from our investment in shares of GCIF totaling $1.0 million, which reduced the cost basis of our investment (in March 2021, GCIF announced its intention to liquidate and to distribute substantially all of its assets). The fair value of our investment in shares of GCIF was $0.8 million and $1.7 million at December 31, 2023 and 2022, respectively.
Investment in Preferred Shares of WLT — In January 2022, WLT redeemed in full our 1,300,000 shares of its preferred stock for gross proceeds of $65.0 million (based on the liquidation preference of $50.00 per share). Since this redemption was based on market conditions that existed as of December 31, 2021, during the year ended December 31, 2021, we recognized an unrealized gain on our investment in preferred shares of WLT of $18.7 million, which was recognized within Other comprehensive income (loss) in the consolidated financial statements. In January 2022, in connection with this redemption, we reclassified this $18.7 million unrealized gain from Accumulated other comprehensive loss to Other gains and (losses) in the consolidated financial statements (Note 14). During the year ended December 31, 2022, we received cash dividends of $0.9 million from our investment in preferred shares of WLT, which was recorded within Non-operating income in the consolidated financial statements.
Investment in Common Shares of WLT — In January 2022, we reclassified our investment in 12,208,243 shares of common stock of WLT from equity method investments to equity securities, since we no longer had significant influence over WLT, following the redemption of our investment in preferred shares of WLT, as described above. As a result, we accounted for this investment, which was included in Other assets, net in the consolidated financial statements, at fair value. We classified this investment as Level 3 because it is not traded in an active market. We recognized non-cash unrealized gains of $49.2 million on our investment in shares of common stock of WLT during the year ended December 31, 2022, reflecting the most recently published net asset value of WLT, which was recorded within Other gains and (losses) in the consolidated financial statements. WLT completed its previously announced sale to private real estate funds in October 2022 and we received $82.6 million in cash proceeds. Upon completion of this transaction, we have no remaining interest in WLT.
We did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during either the years ended December 31, 2023 or 2022. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our consolidated financial statements.
W. P. Carey 2023 10-K – 94 | |||||
Notes to Consolidated Financial Statements
Our other material financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):
| December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||
| Level | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||
Senior Unsecured Notes, net (a) (b) (c) | 2 and 3 | $ | 6,035,686 | $ | 5,598,423 | $ | 5,916,400 | $ | 5,238,588 | ||||||||||||||||||||
Non-recourse mortgages, net (a) (b) (d) | 3 | 579,147 | 572,553 | 1,132,417 | 1,109,449 | ||||||||||||||||||||||||
__________
(a)The carrying value of Senior Unsecured Notes, net (Note 12) includes unamortized deferred financing costs of $21.0 million and $25.9 million at December 31, 2023 and 2022, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of less than $0.1 million at both December 31, 2023 and 2022.
(b)The carrying value of Senior Unsecured Notes, net includes unamortized discount of $20.1 million and $24.1 million at December 31, 2023 and 2022, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of $4.3 million and $10.3 million at December 31, 2023 and 2022, respectively.
(c)For those Senior Unsecured Notes for which there are no observable market prices (specifically, our private placement Senior Unsecured Notes (Note 12)), we used a discounted cash flow model that estimates the present value of future loan payments by discounting such payments at current estimated market interest rates. We consider these notes to be within the Level 3 category. For all other Senior Unsecured Notes, we determined the estimated fair value using observed market prices in an open market, which may experience limited trading volume. We consider these notes to be within the Level 2 category.
(d)We determined the estimated fair value of our non-recourse mortgage loans 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 consider 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.
We estimated that our other financial assets and liabilities, including amounts outstanding under our Senior Unsecured Credit Facility (Note 12), but excluding finance receivables (Note 7), had fair values that approximated their carrying values at both December 31, 2023 and 2022.
Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)
We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable, including investments impacted by the Spin-Off and Office Sale Program (Note 1). Our impairment policies are described in Note 2.
The following table presents information about assets for which we recorded an impairment charge and that were measured at fair value on a non-recurring basis (in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||||||||||||||||||||
| Fair Value Measurements | Impairment Charges | Fair Value Measurements | Impairment Charges | Fair Value Measurements | Impairment Charges | ||||||||||||||||||||||||||||||
Impairment Charges | |||||||||||||||||||||||||||||||||||
| Real estate and intangibles | $ | 1,182,551 | $ | 86,411 | $ | 32,497 | $ | 39,119 | $ | 29,494 | $ | 24,246 | |||||||||||||||||||||||
| Investment Management goodwill | — | — | — | 29,334 | — | — | |||||||||||||||||||||||||||||
| Equity method investments | — | — | — | — | 8,175 | 6,830 | |||||||||||||||||||||||||||||
| $ | 86,411 | $ | 68,453 | $ | 31,076 | ||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 95 | |||||
Notes to Consolidated Financial Statements
Impairment charges, and their related triggering events and fair value measurements, recognized during 2023, 2022, and 2021 were as follows:
Real Estate and Intangibles
The impairment charges described below are reflected within Impairment charges — real estate in our consolidated statements of income.
2023 — During the year ended December 31, 2023, we recorded an impairment charge of $47.3 million related to the 59 properties that were contributed to NLOP in the Spin-Off (Note 3). The fair value measurements for certain of these properties were determined by estimating discounted cash flows using the following unobservable inputs:
•Market rents ranging from $6 per square foot to $65 per square foot;
•Cash flow discount rates ranging from 6.5% to 12.0%; and
•Terminal capitalization rates ranging from 5.5% to 12.0%.
Additionally, the fair value measurements for certain of these properties approximated their estimated selling prices.
The fair value measurements for the non-recourse mortgages encumbering certain of the properties that were contributed to NLOP were determined 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 consider 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.
In addition, during the year ended December 31, 2023, we recognized impairment charges totaling $39.1 million on three office properties in order to reduce their carrying values to their estimated fair values, which approximated their estimated selling prices. We sold one of these properties in October 2023.
2022 — During the year ended December 31, 2022, we recognized impairment charges totaling $39.1 million on 11 properties in order to reduce their carrying values to their estimated fair values, as follows:
•$12.4 million on three properties based on their estimated selling prices; we sold one of these properties in August 2022, one in March 2023, and one in January 2024 (Note 19);
•$10.9 million on a property due to changes in expected cash flows related to the existing tenant’s lease expiration in 2023. The fair value measurement was determined by estimating discounted cash flows using two significant unobservable inputs, which were the cash flow discount rate (14.0%) and terminal capitalization rate (11.0%); we sold this property in November 2023;
•$9.3 million on six Pendragon PLC properties in order to reduce the carrying values of the properties to their estimated fair values. The fair value measurements for the properties were determined using a direct capitalization rate analysis; the capitalization rate for the various scenarios ranged from 4.75% to 10.00%. In March 2022, we entered into a transaction to restructure certain leases with Pendragon PLC (a tenant at certain automotive dealerships in the United Kingdom). Under this restructuring, we extended the leases on 30 properties by 11 years (no change to rent) and entered into an agreement to dispose of 12 properties, with the tenant continuing to pay rent until the earlier of sale date or certain specified dates over the following 12 months; four of these properties were sold during 2022; and
•$6.5 million on a property due to a potential property vacancy.
2021 — During the year ended December 31, 2021, we recognized impairment charges totaling $24.2 million on two properties in order to reduce the carrying values of the properties to their estimated fair values, as follows:
•$16.3 million on a property due to the former tenant’s non-renewal of its lease expiring in 2022; the fair value measurement was determined by estimating discounted cash flows using four significant unobservable inputs, which were the cash flow discount rate (range of 7.00% to 9.00%), terminal capitalization rate (range of 6.00% to 7.00%), estimated market rents (range of $10 to $11 per square foot), and estimated capital expenditures ($100 per square foot); we sold this property in September 2022; and
•$7.9 million on a property due to a lease termination and resulting vacancy; the fair value measurement for the property was based on the sales prices for comparable properties; we sold this property in March 2023.
W. P. Carey 2023 10-K – 96 | |||||
Notes to Consolidated Financial Statements
Investment Management Goodwill
The impairment charges described below are reflected within Impairment charges — Investment Management goodwill in our consolidated statements of income.
2022 — During the year ended December 31, 2022, we recognized an impairment charge of $29.3 million on goodwill within our Investment Management segment in order to reduce its carrying value to its estimated fair value of $0, since future Investment Management cash flows are expected to be minimal following the CPA:18 Merger (Note 4).
Equity Method Investments
The other-than-temporary impairment charges described below are reflected within Earnings (losses) from equity method investments in our consolidated statements of income.
2021 — During the year ended December 31, 2021, we recognized an other-than-temporary impairment charge of $6.8 million on a jointly owned real estate investment to reduce the carrying value of our investment to its estimated fair value, which declined due to changes in expected cash flows related to the existing tenant’s lease expiration in 2028. The fair value measurement was determined by estimating discounted cash flows using three significant unobservable inputs, which were the cash flow discount rate (5.75%), residual discount rate (7.50%), and residual capitalization rate (6.75%).
Note 11. Risk Management and Use of Derivative Financial Instruments
Risk Management
In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including our Senior Unsecured Credit Facility (Note 12) and unhedged variable-rate non-recourse mortgage loans. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, Senior Unsecured Notes, and other securities, due to changes in interest rates or other market factors. We own investments in North America, Europe, and Japan and are subject to risks associated with fluctuating foreign currency exchange rates.
Derivative Financial Instruments
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may be granted common stock warrants by lessees when structuring lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include a counterparty to a hedging arrangement defaulting on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities.
We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged item is recognized in earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the
W. P. Carey 2023 10-K – 97 | |||||
Notes to Consolidated Financial Statements
derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the hedged net investment is either sold or substantially liquidated.
All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both December 31, 2023 and 2022, no cash collateral had been posted nor received for any of our derivative positions.
The following table sets forth certain information regarding our derivative instruments (in thousands):
Derivatives Designated as Hedging Instruments | Balance Sheet Location | Asset Derivatives Fair Value at | Liability Derivatives Fair Value at | |||||||||||||||||||||||||||||
| December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||
Foreign currency collars | Other assets, net | $ | 14,103 | $ | 32,631 | $ | — | $ | — | |||||||||||||||||||||||
| Interest rate swaps | Other assets, net | 995 | 2,679 | — | — | |||||||||||||||||||||||||||
| Interest rate cap | Other assets, net | — | 14 | — | — | |||||||||||||||||||||||||||
Foreign currency collars | Accounts payable, accrued expenses and other liabilities | — | — | (4,029) | (1,445) | |||||||||||||||||||||||||||
Interest rate swaps | Accounts payable, accrued expenses and other liabilities | — | — | (1,678) | — | |||||||||||||||||||||||||||
| 15,098 | 35,324 | (5,707) | (1,445) | |||||||||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||||||||||||||||
| Stock warrants | Other assets, net | — | 3,950 | — | — | |||||||||||||||||||||||||||
Foreign currency collars | Accounts payable, accrued expenses and other liabilities | — | — | (217) | (248) | |||||||||||||||||||||||||||
| — | 3,950 | (217) | (248) | |||||||||||||||||||||||||||||
| Total derivatives | $ | 15,098 | $ | 39,274 | $ | (5,924) | $ | (1,693) | ||||||||||||||||||||||||
The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):
Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive (Loss) Income (a) | ||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | 2023 | 2022 | 2021 | |||||||||||||||||
| Foreign currency collars | $ | (21,112) | $ | 13,013 | $ | 29,805 | ||||||||||||||
| Interest rate swaps | (3,270) | 3,068 | 4,198 | |||||||||||||||||
| Interest rate caps | (9) | 16 | 6 | |||||||||||||||||
| Total | $ | (24,391) | $ | 16,097 | $ | 34,009 | ||||||||||||||
| Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive (Loss) Income | ||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Location of Gain (Loss) Recognized in Income | Years Ended December 31, | ||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Foreign currency collars | Non-operating income | $ | 14,874 | $ | 17,483 | $ | 854 | |||||||||||||||||||
Interest rate swaps and caps (b) | Interest expense | 1,956 | (167) | (932) | ||||||||||||||||||||||
| Total | $ | 16,830 | $ | 17,316 | $ | (78) | ||||||||||||||||||||
__________
(a)Excludes net losses of $2.0 million, net gains of $3.6 million, and net gains of $1.3 million recognized on unconsolidated jointly owned investments for the years ended December 31, 2023, 2022, and 2021, respectively.
W. P. Carey 2023 10-K – 98 | |||||
Notes to Consolidated Financial Statements
(b)Amount for the year ended December 31, 2021 excludes other comprehensive income totaling $3.1 million that was released from the consolidated financial statements (along with the related liability balances) upon the termination of interest rate swaps in connection with certain prepayments of non-recourse mortgage loans during the period (Note 12).
Amounts reported in Other comprehensive income (loss) related to interest rate derivative contracts will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to Non-operating income when the hedged foreign currency contracts are settled. As of December 31, 2023, we estimate that an additional $0.9 million and $7.1 million will be reclassified as Interest expense and Non-operating income, respectively, during the next 12 months.
The following table presents the impact of our derivative instruments in the consolidated financial statements (in thousands):
| Amount of Gain (Loss) on Derivatives Recognized in Income | ||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | Location of Gain (Loss) Recognized in Income | Years Ended December 31, | ||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Interest rate swaps | Interest expense | $ | (2,076) | $ | 171 | $ | 1,592 | |||||||||||||||||||
| Foreign currency collars | Non-operating income | (389) | 6,574 | 1,503 | ||||||||||||||||||||||
| Derivatives Not in Cash Flow Hedging Relationships | ||||||||||||||||||||||||||
| Stock warrants | Other gains and (losses) | (3,950) | (650) | (1,200) | ||||||||||||||||||||||
| Foreign currency collars | Other gains and (losses) | 32 | (248) | — | ||||||||||||||||||||||
| Total | $ | (6,383) | $ | 5,847 | $ | 1,895 | ||||||||||||||||||||
See below for information on our purposes for entering into derivative instruments.
Interest Rate Swaps and Caps
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we generally seek long-term debt financing on a fixed-rate basis. However, from time to time, we have obtained, and may in the future obtain, variable-rate (i) non-recourse mortgage loans and (ii) unsecured term loans (Note 12), and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.
The interest rate swaps and caps that our consolidated subsidiaries had outstanding at December 31, 2023 are summarized as follows (currency in thousands):
| Interest Rate Derivatives | Number of Instruments | Notional Amount | Fair Value at December 31, 2023 (a) | ||||||||||||||||||||
| Designated as Cash Flow Hedging Instruments | |||||||||||||||||||||||
| Interest rate swaps | 4 | 513,092 | EUR | $ | (1,411) | ||||||||||||||||||
| Interest rate swaps | 4 | 31,011 | USD | 728 | |||||||||||||||||||
| $ | (683) | ||||||||||||||||||||||
__________
(a)Fair value amounts are based on the exchange rate of the euro at December 31, 2023, as applicable.
W. P. Carey 2023 10-K – 99 | |||||
Notes to Consolidated Financial Statements
Foreign Currency Collars
We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling and certain other currencies. In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency collars. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency collars have maturities of 59 months or less.
The following table presents the foreign currency derivative contracts we had outstanding at December 31, 2023 (currency in thousands):
| Foreign Currency Derivatives | Number of Instruments | Notional Amount | Fair Value at December 31, 2023 | ||||||||||||||||||||
| Designated as Cash Flow Hedging Instruments | |||||||||||||||||||||||
| Foreign currency collars | 63 | 288,000 | EUR | $ | 8,458 | ||||||||||||||||||
| Foreign currency collars | 41 | 26,500 | GBP | 1,616 | |||||||||||||||||||
| Not Designated as Cash Flow Hedging Instruments | |||||||||||||||||||||||
| Foreign currency collars | 4 | 20,000 | EUR | (217) | |||||||||||||||||||
| $ | 9,857 | ||||||||||||||||||||||
Credit Risk-Related Contingent Features
We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of December 31, 2023. At December 31, 2023, our total credit exposure and the maximum exposure to any single counterparty was $10.3 million and $2.6 million, respectively.
Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At December 31, 2023, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $5.9 million and $1.7 million at December 31, 2023 and 2022, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions at December 31, 2023 or 2022, we could have been required to settle our obligations under these agreements at their aggregate termination value of $6.0 million and $1.7 million, respectively.
Net Investment Hedges
Certain borrowings under our Senior Unsecured Notes, Unsecured Revolving Credit Facility, and Unsecured Term Loans (all as defined in Note 12) denominated in euro, British pounds sterling, or Japanese yen are designated as, and are effective as, economic hedges of our net investments in foreign entities.
Exchange rate variations impact our financial results because the financial results of our foreign subsidiaries are translated to U.S. dollars each period, with the effect of exchange rate variations being recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. As a result, changes in the value of our borrowings under our euro-denominated senior notes and changes in the value of our euro, Japanese yen, and British pound sterling borrowings under our Senior Unsecured Credit Facility, related to changes in the spot rates, will be reported in the same manner as foreign currency translation adjustments, which are recorded in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Such (losses) gains related to non-derivative net investment hedges were $(121.8) million, $214.3 million, and $255.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
W. P. Carey 2023 10-K – 100 | |||||
Notes to Consolidated Financial Statements
Note 12. Debt
Term Loan Agreement
On April 24, 2023, we entered into a €500.0 million unsecured term loan maturing on April 24, 2026 (our “Unsecured Term Loan due 2026”), comprised of (i) a €300.0 million term loan (our “Term Loan due 2026”) and (ii) a €200.0 million delayed draw term loan (our “Delayed Draw Term Loan due 2026”), which was drawn in full at closing.
The Unsecured Term Loan due 2026 borrowing rate pursuant to the credit agreement is 85 basis points over EURIBOR, based on our credit ratings of BBB+ and Baa1. In conjunction with the closing of the Unsecured Term Loan due 2026, we executed variable-to-fixed interest rate swaps that fix the total per annum interest rate at 4.34% through the end of 2024, in the absence of any change to our credit ratings from their current levels of BBB+ and Baa1 (Note 11). The Unsecured Term Loan due 2026 was incorporated into the Senior Unsecured Credit Facility in December 2023.
Senior Unsecured Credit Facility
In January 2023, we entered into a Third Amendment to the credit agreement to transition from LIBOR to SOFR (Note 2).
On December 14, 2023, we amended and restated our multi-currency Senior Unsecured Credit Facility to (i) increase the capacity of our unsecured revolving credit facility (our “Unsecured Revolving Credit Facility”) from $1.8 billion to $2.0 billion and extend the maturity of this facility by four years to February 14, 2029, and (ii) refinance our £270.0 million term loan (our “GBP Term Loan due 2028”) and our €215.0 million term loan (our “EUR Term Loan due 2028”) by extending the maturity date of each term loan by three years to February 14, 2028, with an option to extend each of these term loans by up to an additional year, subject to certain customary conditions. We refer to these term loans collectively as the “Unsecured Term Loans due 2028.” We refer to our Unsecured Term Loan due 2026 and Unsecured Term Loans due 2028 collectively as our “Unsecured Term Loans.” We refer to our Unsecured Revolving Credit Facility and our Unsecured Term Loans collectively as our “Senior Unsecured Credit Facility.”
As of December 31, 2023, the aggregate principal amount (of revolving and term loans) available under the Senior Unsecured Credit Facility was able to be increased up to an amount not to exceed the U.S. dollar equivalent of $4.35 billion, subject to the conditions to increase set forth in our credit agreement.
At December 31, 2023, our Unsecured Revolving Credit Facility had available capacity of approximately $1.6 billion (net of amounts reserved for standby letters of credit totaling $6.5 million). We incur an annual facility fee of 0.15% of the total commitment on our Unsecured Revolving Credit Facility based on our credit ratings of BBB+ and Baa1, which is included within Interest expense in our consolidated statements of income.
The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):
| Senior Unsecured Credit Facility | Interest Rate at December 31, 2023 (a) | Maturity Date at December 31, 2023 | Principal Outstanding Balance at December 31, | |||||||||||||||||||||||
| 2023 | 2022 | |||||||||||||||||||||||||
Unsecured Term Loans: (b) | ||||||||||||||||||||||||||
Unsecured Term Loan due 2026 — borrowing in euros (c) | 4.34% | 4/24/2026 | $ | 552,500 | $ | — | ||||||||||||||||||||
GBP Term Loan due 2028 — borrowing in British pounds sterling (d) | SONIA + 0.85% | 2/14/2028 | 343,306 | 324,695 | ||||||||||||||||||||||
EUR Term Loan due 2028 — borrowing in euros (e) | EURIBOR + 0.85% | 2/14/2028 | 237,575 | 229,319 | ||||||||||||||||||||||
| 1,133,381 | 554,014 | |||||||||||||||||||||||||
| Unsecured Revolving Credit Facility: | ||||||||||||||||||||||||||
Borrowing in euros (e) | EURIBOR + 0.775% | 2/14/2029 | 386,750 | 258,117 | ||||||||||||||||||||||
Borrowing in Japanese yen (f) | TIBOR + 0.775% | 2/14/2029 | 17,035 | 18,275 | ||||||||||||||||||||||
| 403,785 | 276,392 | |||||||||||||||||||||||||
| $ | 1,537,166 | $ | 830,406 | |||||||||||||||||||||||
__________
W. P. Carey 2023 10-K – 101 | |||||
Notes to Consolidated Financial Statements
(a)The applicable interest rate at December 31, 2023 was based on the credit rating for our Senior Unsecured Notes of BBB+/Baa1.
(b)Balances exclude unamortized discount of $7.4 million and $1.5 million at December 31, 2023 and 2022, respectively, and unamortized deferred financing costs of $0.4 million at December 31, 2023.
(c)Interest rate is subject to variable-to-fixed interest rate swaps that fix the total per annum interest rate at 4.34% through December 31, 2024.
(d)SONIA means Sterling Overnight Index Average.
(e)EURIBOR means Euro Interbank Offered Rate.
(f)TIBOR means Tokyo Interbank Offered Rate.
Senior Unsecured Notes
As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of $6.1 billion at December 31, 2023 (the “Senior Unsecured Notes”).
We redeemed the €500.0 million of 2.0% Senior Notes due 2023 in March 2021. In connection with this redemption, we paid a “make-whole” amount of $26.2 million (based on the exchange rate of the euro as of the date of redemption) and recognized a loss on extinguishment of $28.2 million, which is included within Other gains and (losses) on our consolidated statements of income for the year ended December 31, 2021.
Interest on the Senior Unsecured Notes is payable annually or semi-annually in arrears. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 20 to 35 basis points. The following table presents a summary of our Senior Unsecured Notes outstanding at December 31, 2023 (currency in thousands):
| Principal Amount | Coupon Rate | Maturity Date | Principal Outstanding Balance at December 31, | |||||||||||||||||||||||||||||||||||
Senior Unsecured Notes, net (a) | Issue Date | 2023 | 2022 | |||||||||||||||||||||||||||||||||||
4.6% Senior Notes due 2024 | 3/14/2014 | $ | 500,000 | 4.6 | % | 4/1/2024 | $ | 500,000 | $ | 500,000 | ||||||||||||||||||||||||||||
2.25% Senior Notes due 2024 | 1/19/2017 | € | 500,000 | 2.25 | % | 7/19/2024 | 552,500 | 533,300 | ||||||||||||||||||||||||||||||
4.0% Senior Notes due 2025 | 1/26/2015 | $ | 450,000 | 4.0 | % | 2/1/2025 | 450,000 | 450,000 | ||||||||||||||||||||||||||||||
2.25% Senior Notes due 2026 | 10/9/2018 | € | 500,000 | 2.25 | % | 4/9/2026 | 552,500 | 533,300 | ||||||||||||||||||||||||||||||
4.25% Senior Notes due 2026 | 9/12/2016 | $ | 350,000 | 4.25 | % | 10/1/2026 | 350,000 | 350,000 | ||||||||||||||||||||||||||||||
2.125% Senior Notes due 2027 | 3/6/2018 | € | 500,000 | 2.125 | % | 4/15/2027 | 552,500 | 533,300 | ||||||||||||||||||||||||||||||
1.35% Senior Notes due 2028 | 9/19/2019 | € | 500,000 | 1.35 | % | 4/15/2028 | 552,500 | 533,300 | ||||||||||||||||||||||||||||||
3.85% Senior Notes due 2029 | 6/14/2019 | $ | 325,000 | 3.85 | % | 7/15/2029 | 325,000 | 325,000 | ||||||||||||||||||||||||||||||
3.41% Senior Notes due 2029 | 9/28/2022 | € | 150,000 | 3.41 | % | 9/28/2029 | 165,750 | 159,990 | ||||||||||||||||||||||||||||||
0.95% Senior Notes due 2030 | 3/8/2021 | € | 525,000 | 0.95 | % | 6/1/2030 | 580,125 | 559,965 | ||||||||||||||||||||||||||||||
2.4% Senior Notes due 2031 | 10/14/2020 | $ | 500,000 | 2.4 | % | 2/1/2031 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||
2.45% Senior Notes due 2032 | 10/15/2021 | $ | 350,000 | 2.45 | % | 2/1/2032 | 350,000 | 350,000 | ||||||||||||||||||||||||||||||
3.7% Senior Notes due 2032 | 9/28/2022 | € | 200,000 | 3.7 | % | 9/28/2032 | 221,000 | 213,320 | ||||||||||||||||||||||||||||||
2.25% Senior Notes due 2033 | 2/25/2021 | $ | 425,000 | 2.25 | % | 4/1/2033 | 425,000 | 425,000 | ||||||||||||||||||||||||||||||
| $ | 6,076,875 | $ | 5,966,475 | |||||||||||||||||||||||||||||||||||
__________
(a)Aggregate balance excludes unamortized deferred financing costs totaling $21.1 million and $25.9 million, and unamortized discount totaling $20.1 million and $24.1 million at December 31, 2023 and 2022, respectively.
Covenants
The credit agreements for our Senior Unsecured Credit Facility, each of the Senior Unsecured Notes, and certain of our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. The credit agreement for our Senior Unsecured Credit Facility also contains various customary affirmative and negative covenants applicable to us and our subsidiaries, subject to materiality and other qualifications, baskets, and exceptions as outlined in the credit agreement. We were in compliance with all of these covenants at December 31, 2023.
W. P. Carey 2023 10-K – 102 | |||||
Notes to Consolidated Financial Statements
We may make unlimited Restricted Payments (as defined in the credit agreement for our Senior Unsecured Credit Facility), as long as no non-payment default or financial covenant default has occurred before, or would on a pro forma basis occur as a result of, the Restricted Payment. In addition, we may make Restricted Payments in an amount required to (i) maintain our REIT status and (ii) as a result of that status, not pay federal or state income or excise tax, as long as the loans under the Credit Agreement have not been accelerated and no bankruptcy or event of default has occurred.
Obligations under the Unsecured Revolving Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default as defined in the credit agreement for our Senior Unsecured Credit Facility, including failure to pay any principal when due and payable, failure to pay interest within five business days after becoming due, failure to comply with any covenant, representation or condition of any loan document, any change of control, cross-defaults, and certain other events as set forth in the credit agreement, with grace periods in some cases.
Non-Recourse Mortgages
Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties. For a list of our encumbered properties, please see Schedule III — Real Estate and Accumulated Depreciation. At December 31, 2023, the weighted-average interest rate for our total non-recourse mortgage notes payable was 4.6% (fixed-rate and variable-rate non-recourse mortgage notes payable were 4.5% and 5.6%, respectively), with maturity dates ranging from January 2024 to April 2039.
See Note 3 for a description of non-recourse mortgages derecognized in connection with the Spin-Off.
CPA:18 Merger
In connection with the CPA:18 Merger on August 1, 2022 (Note 4), we assumed property-level debt comprised of non-recourse mortgage loans with fair values totaling $900.2 million and recorded an aggregate fair market value net discount of $13.1 million. The fair market value net discount will be amortized to interest expense over the remaining lives of the related loans. These non-recourse mortgage loans had a weighted-average annual interest rate of 5.1% on the merger date.
Repayments During 2023
During the year ended December 31, 2023, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $268.1 million, and (ii) prepaid non-recourse mortgage loans totaling $99.8 million. We recognized an aggregate net loss on extinguishment of debt of $3.5 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.9%.
Repayments During 2022
During the year ended December 31, 2022, we (i) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $104.7 million and (ii) prepaid non-recourse mortgage loans totaling $10.4 million. We recognized an aggregate net loss on extinguishment of debt of $1.3 million on these repayments, which is included within Other gains and (losses) on our consolidated statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.4%.
Interest Paid
For the years ended December 31, 2023, 2022, and 2021, interest paid was $269.7 million, $191.0 million, and $190.8 million, respectively.
Foreign Currency Exchange Rate Impact
During the year ended December 31, 2023, the U.S. dollar weakened against the euro, resulting in an increase of $161.4 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, 2022 to December 31, 2023.
W. P. Carey 2023 10-K – 103 | |||||
Notes to Consolidated Financial Statements
Scheduled Debt Principal Payments
Scheduled debt principal payments as of December 31, 2023 are as follows (in thousands):
| Years Ending December 31, | Total | |||||||
| 2024 | $ | 1,278,749 | ||||||
| 2025 | 707,259 | |||||||
| 2026 | 1,547,876 | |||||||
| 2027 | 553,168 | |||||||
| 2028 | 1,134,088 | |||||||
| Thereafter through 2039 | 2,976,345 | |||||||
| Total principal payments | 8,197,485 | |||||||
| Unamortized discount, net | (31,817) | |||||||
| Unamortized deferred financing costs | (21,486) | |||||||
| Total | $ | 8,144,182 | ||||||
Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2023.
Note 13. Commitments and Contingencies
At December 31, 2023, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.
Note 14. Equity
Common Stock
Dividends paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes. Our dividends per share are summarized as follows:
| Dividends Paid | |||||||||||||||||
| During the Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Ordinary income | $ | 3.8233 | $ | 4.0329 | $ | 3.3300 | |||||||||||
| Return of capital | 0.8671 | 0.1718 | 0.5407 | ||||||||||||||
| Capital gains | 0.3443 | 0.0273 | 0.3253 | ||||||||||||||
Total dividends paid (a) | $ | 5.0347 | $ | 4.2320 | $ | 4.1960 | |||||||||||
__________
(a)Amount for the year ended December 31, 2023 includes a distribution of $0.7627 per share representing the taxable distribution of shares of NLOP that occurred in conjunction with the Spin-Off on November 1, 2023 (Note 3). The per share distribution rate is based on the exchange ratio of one share of NLOP distributed for every 15 shares of WPC held and the fair market value of NLOP shares distributed in the Spin-Off, which was determined to be $11.44 per NLOP share, using a three-day volume weighted average price.
During the fourth quarter of 2023, our Board declared a quarterly dividend of $0.860 per share, which was paid on January 16, 2024 to stockholders of record as of December 29, 2023.
W. P. Carey 2023 10-K – 104 | |||||
Notes to Consolidated Financial Statements
Earnings Per Share
The following table summarizes basic and diluted earnings (dollars in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Net income – basic and diluted | $ | 708,334 | $ | 599,139 | $ | 409,988 | |||||||||||
| Weighted-average shares outstanding – basic | 215,369,777 | 199,633,802 | 182,486,476 | ||||||||||||||
| Effect of dilutive securities | 390,719 | 793,322 | 640,622 | ||||||||||||||
| Weighted-average shares outstanding – diluted | 215,760,496 | 200,427,124 | 183,127,098 | ||||||||||||||
For the years ended December 31, 2023, 2022, and 2021, potentially dilutive securities excluded from the computation of diluted earnings per share were insignificant.
Acquisitions of Noncontrolling Interests
On May 30, 2023, we acquired the remaining 3% interest in an international jointly owned investment (which we already consolidated) from the noncontrolling interest holders for nominal consideration, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an adjustment of approximately $1.2 million to Additional paid-in capital in our consolidated statements of equity for the year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.
On July 18, 2023, we acquired the remaining 10% interest in a domestic jointly owned investment (which we already consolidated) from the noncontrolling interest holders for $2.4 million, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an adjustment of approximately $2.5 million to Additional paid-in capital in our consolidated statements of equity for the three and year ended December 31, 2023 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment.
ATM Program
On May 2, 2022, we established a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $1.0 billion may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) through or to participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (our “ATM Forwards”). Effective as of that date, we terminated a prior ATM Program that was established on August 9, 2019.
The following table sets forth certain information regarding the issuance of shares of our common stock under our prior ATM Program during the periods presented (net proceeds in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Shares of common stock issued | — | 2,740,295 | 4,690,073 | ||||||||||||||
| Weighted-average price per share | $ | — | $ | 80.79 | $ | 73.42 | |||||||||||
| Net proceeds | $ | — | $ | 218,081 | $ | 339,968 | |||||||||||
Forward Equity
We settled the ATM Forwards in full prior to the maturity date of each ATM Forward via physical delivery of the outstanding shares of common stock in exchange for cash proceeds. The forward sale price that we received upon physical settlement of the ATM Forwards was (i) subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread (i.e., if the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price) and (ii) decreased based on amounts related to expected dividends on shares of our common stock during the term of the ATM Forwards.
W. P. Carey 2023 10-K – 105 | |||||
Notes to Consolidated Financial Statements
We determined that our ATM Forwards met the criteria for equity classification and were therefore exempt from derivative accounting. We recorded the ATM Forwards at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
From time to time, we have entered into underwriting agreements and forward sale agreements with syndicates of banks acting as underwriters, forward sellers, and/or forward purchasers in connection with public offerings of our common stock (the “Equity Forwards”). At the closing of these transactions, the offered shares were borrowed from third parties by the banks acting as forward purchasers and sold to the underwriters for distribution at the respective gross offering prices. As a result of this forward construct, we did not receive any proceeds from the sale of shares at the closing of each offering, but rather at later settlement dates. We have determined that the forward sale agreements meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification. We settled all of our Equity Forwards during the reporting period.
The following table sets forth certain information regarding the settlement of our forward equity during the periods presented (dollars in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Shares of common stock delivered | 7,826,840 | 3,925,000 | 9,798,209 | ||||||||||||||
| Net proceeds | $ | 633,785 | $ | 284,259 | $ | 697,044 | |||||||||||
W. P. Carey 2023 10-K – 106 | |||||
Notes to Consolidated Financial Statements
Reclassifications Out of Accumulated Other Comprehensive Loss
The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):
| Gains and (Losses) on Derivative Instruments | Foreign Currency Translation Adjustments | Gains and (Losses) on Investments | Total | ||||||||||||||||||||
Balance at January 1, 2021 | $ | (18,937) | $ | (220,969) | $ | — | $ | (239,906) | |||||||||||||||
| Other comprehensive income before reclassifications | 35,227 | (35,736) | 18,688 | 18,179 | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to: | |||||||||||||||||||||||
Interest expense | 932 | — | — | 932 | |||||||||||||||||||
| Non-operating income | (854) | — | — | (854) | |||||||||||||||||||
| Total | 78 | — | — | 78 | |||||||||||||||||||
| Net current period other comprehensive income | 35,305 | (35,736) | 18,688 | 18,257 | |||||||||||||||||||
| Net current period other comprehensive income attributable to noncontrolling interests | (21) | — | — | (21) | |||||||||||||||||||
| Balance at December 31, 2021 | 16,347 | (256,705) | 18,688 | (221,670) | |||||||||||||||||||
| Other comprehensive loss before reclassifications | 37,048 | (63,149) | — | (26,101) | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to: | |||||||||||||||||||||||
| Non-operating income | (17,483) | — | — | (17,483) | |||||||||||||||||||
| Interest expense | 167 | — | — | 167 | |||||||||||||||||||
| — | — | (18,688) | (18,688) | ||||||||||||||||||||
| Total | (17,316) | — | (18,688) | (36,004) | |||||||||||||||||||
| Net current period other comprehensive loss | 19,732 | (63,149) | (18,688) | (62,105) | |||||||||||||||||||
| Net current period other comprehensive income attributable to noncontrolling interests | — | (5) | — | (5) | |||||||||||||||||||
| Balance at December 31, 2022 | 36,079 | (319,859) | — | (283,780) | |||||||||||||||||||
| Other comprehensive income before reclassifications | (9,599) | 19,758 | — | 10,159 | |||||||||||||||||||
| — | 35,664 | — | 35,664 | ||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss to: | |||||||||||||||||||||||
| Non-operating income | (14,874) | — | — | (14,874) | |||||||||||||||||||
| Interest expense | (1,956) | — | — | (1,956) | |||||||||||||||||||
| Total | (16,830) | — | — | (16,830) | |||||||||||||||||||
| Net current period other comprehensive income | (26,429) | 55,422 | — | 28,993 | |||||||||||||||||||
| Net current period other comprehensive income attributable to noncontrolling interests | — | (80) | — | (80) | |||||||||||||||||||
| Balance at December 31, 2023 | $ | 9,650 | $ | (264,517) | $ | — | $ | (254,867) | |||||||||||||||
See Note 11 for additional information on our derivatives activity recognized within Other comprehensive income (loss) for the periods presented.
W. P. Carey 2023 10-K – 107 | |||||
Notes to Consolidated Financial Statements
Note 15. Stock-Based and Other Compensation
Stock-Based Compensation
At December 31, 2023, we maintained the stock-based compensation plans described below. The total compensation expense (net of forfeitures) for awards issued under these plans was $34.5 million, $32.8 million, and $24.9 million for the years ended December 31, 2023, 2022, and 2021, respectively, which was included in Stock-based compensation expense in the consolidated financial statements. The tax (expense) benefit recognized by us related to these awards totaled $(4.3) million and $0.8 million for the years ended December 31, 2022 and 2021, respectively. No such benefit was recorded during the year ended December 31, 2023. The tax (expenses) benefits for the years ended December 31, 2022 and 2021 were reflected as a deferred tax (expense) benefit within Provision for income taxes in the consolidated financial statements.
2017 Share Incentive Plan
We maintain the 2017 Share Incentive Plan, which authorizes the issuance of up to 4,000,000 shares of our common stock. The 2017 Share Incentive Plan provides for the grant of various stock- and cash-based awards, including (i) share options, (ii) RSUs, (iii) PSUs, (iv) RSAs, and (v) dividend equivalent rights. At December 31, 2023, 1,646,877 shares remained available for issuance under the 2017 Share Incentive Plan, which is more fully described in the 2019 Annual Report.
Nonvested RSAs, RSUs, and PSUs at December 31, 2023 and changes during the years ended December 31, 2023, 2022, and 2021 were as follows:
| RSA and RSU Awards | PSU Awards | ||||||||||||||||||||||
| Shares | Weighted-Average Grant Date Fair Value | Shares | Weighted-Average Grant Date Fair Value | ||||||||||||||||||||
Nonvested at January 1, 2021 | 260,977 | $ | 74.75 | 262,013 | $ | 88.99 | |||||||||||||||||
| Granted | 194,940 | 66.40 | 134,290 | 86.19 | |||||||||||||||||||
Vested (a) | (137,267) | 71.99 | (151,678) | 76.04 | |||||||||||||||||||
| Forfeited | (11,656) | 60.98 | (16,463) | 93.91 | |||||||||||||||||||
Adjustment (b) | — | — | 170,093 | 71.17 | |||||||||||||||||||
Nonvested at December 31, 2021 | 306,994 | 71.21 | 398,255 | 86.86 | |||||||||||||||||||
| Granted | 235,348 | 80.28 | 144,311 | 104.97 | |||||||||||||||||||
Vested (a) | (154,028) | 72.80 | (165,615) | 92.16 | |||||||||||||||||||
| Forfeited | (12,016) | 75.93 | (4,262) | 98.26 | |||||||||||||||||||
Adjustment (b) | — | — | 159,092 | 80.90 | |||||||||||||||||||
Nonvested at December 31, 2022 | 376,298 | 74.78 | 531,781 | 89.14 | |||||||||||||||||||
Granted (c) | 260,193 | 82.43 | 150,989 | 144.54 | |||||||||||||||||||
Vested (a) | (173,883) | 76.50 | (218,147) | 104.65 | |||||||||||||||||||
| Forfeited | (3,581) | 82.58 | (3,487) | 107.72 | |||||||||||||||||||
Adjustment (b) | (11,669) | 80.75 | 65,277 | 113.99 | |||||||||||||||||||
Nonvested at December 31, 2023 (d) | 447,358 | $ | 77.69 | 526,413 | $ | 105.92 | |||||||||||||||||
__________
(a)The grant date fair value of shares vested during the years ended December 31, 2023, 2022, and 2021 was $36.1 million, $26.5 million, and $21.4 million, respectively. 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 December 31, 2023 and 2022, we had an obligation to issue 1,196,955 and 1,181,947 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of $62.0 million and $57.0 million, respectively.
(b)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 to reflect the number of shares expected to be issued when the PSUs vest.
W. P. Carey 2023 10-K – 108 | |||||
Notes to Consolidated Financial Statements
(c)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 a Monte Carlo simulation model to generate an estimate of our future stock price over the three-year performance period. To estimate the fair value of PSUs granted during the year ended December 31, 2023, we used a risk-free interest rate of 3.8%, an expected volatility rate of 38.2%, and assumed a dividend yield of zero.
(d)At December 31, 2023, total unrecognized compensation expense related to these awards was approximately $41.9 million, with an aggregate weighted-average remaining term of 1.9 years.
At the end of each reporting period, we evaluate the ultimate number of PSUs we expect to vest (based upon the extent to which we have met and expect to meet the performance goals) and where appropriate, revise our estimate and associated expense. We do not revise the associated expense on PSUs expected to vest based on market performance. Upon vesting, the RSUs and PSUs may be converted into shares of our common stock. Both the RSUs and PSUs carry dividend equivalent rights. Dividend equivalent rights on RSUs issued under the predecessor employee plan are paid in cash on a quarterly basis, whereas dividend equivalent rights on RSUs issued under the 2017 Share Incentive Plan are accrued and paid in cash only when the underlying shares vest, which is generally on an annual basis. Dividend equivalents on PSUs accrue during the performance period and are converted into additional shares of common stock at the conclusion of the performance period to the extent the PSUs vest. Dividend equivalent rights are accounted for as a reduction to retained earnings to the extent that the awards are expected to vest.
In connection with the Spin-Off (Note 3), each RSU and PSU outstanding at November 1, 2023 received an equitable adjustment equal to the ratio of the five-day volume weighted average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted average per-share of our common stock following the Spin-Off. Concurrently, our Board approved amending the performance vesting conditions assigned to the 2021 and 2022 PSU outstanding awards. The equitable adjustment and the amended performance vesting conditions were considered modifications in accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair value of each award immediately prior to the modification to the fair value immediately after the modification to measure incremental compensation cost, if any. The modification resulted in minimal incremental fair value. The table above is inclusive of these adjustments.
Employee Share Purchase Plan
We sponsor an employee share purchase plan (“ESPP”) pursuant to which eligible employees may contribute up to 10% of compensation, subject to certain limits, to purchase our common stock semi-annually at a price equal to 90% of the fair market value at certain plan defined dates. Compensation expense under this plan for each of the years ended December 31, 2023, 2022, and 2021 was less than $0.1 million. Cash received from purchases under the ESPP during the years ended December 31, 2023, 2022, and 2021 was $0.3 million, $0.2 million, and $0.3 million, respectively.
Profit-Sharing Plan
We sponsor a qualified profit-sharing plan and trust that generally permits all employees, as defined by the plan, to make pre-tax contributions into the plan. We are under no obligation to contribute to the plan and the amount of any contribution is determined by and at the discretion of our Board. In December 2023, 2022, and 2021, our Board determined that the contribution to the plan for each of those respective years would be 10% of an eligible participant’s cash compensation, up to the legal maximum allowable in each of those years of $33,000 for 2023, $30,500 for 2022, and $29,000 for 2021. For the years ended December 31, 2023, 2022, and 2021, amounts expensed for contributions to the trust were $2.6 million, $2.3 million, and $2.2 million, respectively, which were included in General and administrative expenses in the consolidated financial statements. The profit-sharing plan is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation.
W. P. Carey 2023 10-K – 109 | |||||
Notes to Consolidated Financial Statements
Note 16. Income Taxes
Income Tax Provision
The components of our provision for income taxes for the periods presented are as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Federal | |||||||||||||||||
| Current | $ | (291) | $ | 5,329 | $ | (405) | |||||||||||
| Deferred | — | 13 | 17 | ||||||||||||||
| (291) | 5,342 | (388) | |||||||||||||||
| State and Local | |||||||||||||||||
| Current | 3,456 | 3,388 | 3,008 | ||||||||||||||
| Deferred | — | — | (30) | ||||||||||||||
| 3,456 | 3,388 | 2,978 | |||||||||||||||
| Foreign | |||||||||||||||||
| Current | 41,085 | 27,077 | 30,599 | ||||||||||||||
| Deferred | (198) | (8,083) | (4,703) | ||||||||||||||
| 40,887 | 18,994 | 25,896 | |||||||||||||||
| Total Provision for Income Taxes | $ | 44,052 | $ | 27,724 | $ | 28,486 | |||||||||||
A reconciliation of effective income tax for the periods presented is as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
Pre-tax income attributable to taxable subsidiaries (a) | $ | 73,669 | $ | 55,604 | $ | 37,861 | |||||||||||
Federal provision at statutory tax rate (21%) | $ | 15,471 | $ | 11,677 | $ | 7,951 | |||||||||||
| Change in valuation allowance | 9,970 | 8,082 | 13,178 | ||||||||||||||
| State and local taxes, net of federal benefit | 3,517 | 2,920 | 2,713 | ||||||||||||||
| Non-deductible expense | 3,201 | 6,972 | 3,148 | ||||||||||||||
| Rate differential | 1,357 | (387) | (232) | ||||||||||||||
| Windfall tax benefit | — | (1,896) | (1,375) | ||||||||||||||
| Other | 10,536 | 356 | 3,103 | ||||||||||||||
| Total provision for income taxes | $ | 44,052 | $ | 27,724 | $ | 28,486 | |||||||||||
__________
(a)Pre-tax income attributable to taxable subsidiaries for 2022 includes taxable income, recognized in connection with the CPA:18 Merger, associated with the accelerated vesting of shares previously issued by CPA:18 – Global to us for asset management services performed.
W. P. Carey 2023 10-K – 110 | |||||
Notes to Consolidated Financial Statements
Deferred Income Taxes
Deferred income taxes at December 31, 2023 and 2022 consist of the following (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Deferred Tax Assets | |||||||||||
| Net operating loss and other tax credit carryforwards | $ | 52,375 | $ | 63,454 | |||||||
| Basis differences — foreign investments | 35,553 | 62,099 | |||||||||
| Unearned and deferred compensation | — | 643 | |||||||||
| Other | 1,017 | 1,242 | |||||||||
| Total deferred tax assets | 88,945 | 127,438 | |||||||||
| Valuation allowance | (69,800) | (106,185) | |||||||||
| Net deferred tax assets | 19,145 | 21,253 | |||||||||
| Deferred Tax Liabilities | |||||||||||
| Basis differences — foreign investments | (181,277) | (179,761) | |||||||||
| Total deferred tax liabilities | (181,277) | (179,761) | |||||||||
| Net Deferred Tax Liability | $ | (162,132) | $ | (158,508) | |||||||
Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following:
•Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
•Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets, as well as unearned and deferred compensation; and
•Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income. Certain net operating losses and interest carryforwards were subject to limitations as a result of the CPA:18 Merger, and thus could not be applied to reduce future income tax liabilities.
As of December 31, 2023, U.S. federal and state net operating loss carryforwards were $17.3 million and $11.3 million, respectively, which will begin to expire in 2033. As of December 31, 2023, net operating loss carryforwards in foreign jurisdictions were $70.2 million, which will begin to expire in 2024.
The net deferred tax liability in the table above is comprised of deferred tax asset balances, net of certain deferred tax liabilities and valuation allowances, of $18.5 million and $20.5 million at December 31, 2023 and 2022, respectively, which are included in Other assets, net in the consolidated balance sheets, and other deferred tax liability balances of $180.7 million and $179.0 million at December 31, 2023 and 2022, respectively, which are included in Deferred income taxes in the consolidated balance sheets.
Our taxable subsidiaries recognize tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements.
W. P. Carey 2023 10-K – 111 | |||||
Notes to Consolidated Financial Statements
The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits (in thousands):
| Years Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Beginning balance | $ | 6,218 | $ | 5,994 | |||||||
| Decrease due to lapse in statute of limitations | (1,622) | (2,847) | |||||||||
| Addition based on tax positions related to the prior year | 369 | 543 | |||||||||
| Foreign currency translation adjustments | 221 | (407) | |||||||||
| Decrease due to Spin-Off | (117) | — | |||||||||
| Addition based on tax positions related to the current year | 43 | 241 | |||||||||
| Increase due to CPA:18 Merger | — | 2,694 | |||||||||
| Ending balance | $ | 5,112 | $ | 6,218 | |||||||
At December 31, 2023 and 2022, we had unrecognized tax benefits as presented in the table above that, if recognized, would have a favorable impact on our effective income tax rate in future periods. These unrecognized tax benefits are recorded as liabilities within Accounts payable, accrued expenses and other liabilities on our consolidated balance sheets. We recognize interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2023 and 2022, we had approximately $1.3 million and $1.6 million, respectively, of accrued interest related to uncertain tax positions.
Income Taxes Paid
Income taxes paid were $38.6 million, $42.6 million, and $44.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Real Estate Operations
We elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective as of February 15, 2012. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business primarily in North America and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state, local, and foreign jurisdictions.
Investment Management Operations
Prior to the CPA:18 Merger, we conducted our investment management services in our Investment Management segment through TRSs. Our use of TRSs enabled us to engage in certain businesses while complying with the REIT qualification requirements and also allowed us to retain income generated by these businesses for reinvestment without the requirement to distribute those earnings. Certain of our inter-company transactions that have been eliminated in consolidation for financial accounting purposes were also subject to taxation.
Tax authorities in the relevant jurisdictions may select our tax returns for audit and propose adjustments before the expiration of the statute of limitations. Our tax returns filed for tax years 2018 through 2022 or any ongoing audits remain open to adjustment in the major tax jurisdictions.
W. P. Carey 2023 10-K – 112 | |||||
Notes to Consolidated Financial Statements
Note 17. Property Dispositions
We have an active capital recycling program, with a goal of extending the average lease term through reinvestment, improving portfolio credit quality through dispositions and acquisitions of assets, increasing the asset criticality factor in our portfolio, and/or executing strategic dispositions of assets. We may decide to dispose of a property when it is vacant as a result of tenants vacating space, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. We may also sell a property when we receive an unsolicited offer or negotiate a price for an investment that is consistent with our strategy for that investment or, in certain instances, when we sell a property back to the tenant. When it is appropriate to do so, we classify the property as an asset held for sale on our consolidated balance sheet.
In addition, we implemented the Office Sale Program in September 2023, which is targeted to be completed in the first half of 2024 (Note 1).
All property dispositions are recorded within our Real Estate segment and are also discussed in Note 6. These dispositions exclude properties contributed to NLOP in the Spin-Off (Note 3).
2023 — During the year ended December 31, 2023, we sold 31 properties for total proceeds, net of selling costs, of $446.4 million, and recognized a net gain on these sales totaling $80.7 million (inclusive of income taxes totaling $1.6 million recognized upon sale). Eight of the properties sold during 2023 were hotel operating properties.
This disposition activity includes the sale of eight properties under the Office Sale Program for total proceeds, net of selling costs, of $216.9 million, resulting in a net gain on these sales totaling $3.6 million.
2022 — During the year ended December 31, 2022, we sold 23 properties for total proceeds, net of selling costs, of $234.7 million, and recognized a net gain on these sales totaling $43.5 million (inclusive of income taxes totaling $5.3 million recognized upon sale). This disposition activity included two properties acquired in the CPA:18 Merger, one of which was classified as assets held for sale and sold in August 2022 (Note 4).
2021 — During the year ended December 31, 2021, we sold 24 properties for total proceeds, net of selling costs, of $163.6 million, and recognized a net gain on these sales totaling $40.4 million (inclusive of income taxes totaling $4.7 million recognized upon sale).
W. P. Carey 2023 10-K – 113 | |||||
Notes to Consolidated Financial Statements
Note 18. Segment Reporting
We evaluate our results from operations by our two major business segments: Real Estate and Investment Management (Note 1). The following tables present a summary of comparative results and assets for these business segments (in thousands):
Real Estate
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues | |||||||||||||||||
| Lease revenues | $ | 1,427,376 | $ | 1,301,617 | $ | 1,177,438 | |||||||||||
| Income from finance leases and loans receivable | 107,173 | 74,266 | 67,555 | ||||||||||||||
| Operating property revenues | 180,257 | 59,230 | 13,478 | ||||||||||||||
| Other lease-related income | 23,333 | 32,988 | 53,655 | ||||||||||||||
| 1,738,139 | 1,468,101 | 1,312,126 | |||||||||||||||
| Operating Expenses | |||||||||||||||||
| Depreciation and amortization | 574,212 | 503,403 | 475,989 | ||||||||||||||
| General and administrative | 96,027 | 88,952 | 81,888 | ||||||||||||||
| Operating property expenses | 95,141 | 27,054 | 9,848 | ||||||||||||||
| Impairment charges — real estate | 86,411 | 39,119 | 24,246 | ||||||||||||||
| Reimbursable tenant costs | 81,939 | 73,622 | 62,417 | ||||||||||||||
| Property expenses, excluding reimbursable tenant costs | 44,451 | 50,753 | 47,898 | ||||||||||||||
| Stock-based compensation expense | 34,504 | 32,841 | 24,881 | ||||||||||||||
| Merger and other expenses | 4,954 | 19,384 | (4,597) | ||||||||||||||
| 1,017,639 | 835,128 | 722,570 | |||||||||||||||
| Other Income and Expenses | |||||||||||||||||
| Gain on sale of real estate, net | 315,984 | 43,476 | 40,425 | ||||||||||||||
| Interest expense | (291,852) | (219,160) | (196,831) | ||||||||||||||
| Other gains and (losses) | (36,427) | 97,149 | (13,676) | ||||||||||||||
| Non-operating income | 21,429 | 30,289 | 13,778 | ||||||||||||||
| Earnings (losses) from equity method investments in real estate | 19,575 | 16,221 | (19,649) | ||||||||||||||
| Gain on change in control of interests | — | 11,405 | — | ||||||||||||||
| 28,709 | (20,620) | (175,953) | |||||||||||||||
| Income before income taxes | 749,209 | 612,353 | 413,603 | ||||||||||||||
| Provision for income taxes | (44,442) | (21,407) | (28,703) | ||||||||||||||
| Net Income from Real Estate | 704,767 | 590,946 | 384,900 | ||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 70 | 657 | (134) | ||||||||||||||
| Net Income from Real Estate Attributable to W. P. Carey | $ | 704,837 | $ | 591,603 | $ | 384,766 | |||||||||||
W. P. Carey 2023 10-K – 114 | |||||
Notes to Consolidated Financial Statements
Investment Management
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues | |||||||||||||||||
| Asset management revenue | $ | 2,184 | $ | 8,467 | $ | 15,363 | |||||||||||
| Other advisory income and reimbursements | 667 | — | — | ||||||||||||||
| Reimbursable costs from affiliates | 368 | 2,518 | 4,035 | ||||||||||||||
| 3,219 | 10,985 | 19,398 | |||||||||||||||
| Operating Expenses | |||||||||||||||||
| Reimbursable costs from affiliates | 368 | 2,518 | 4,035 | ||||||||||||||
| Impairment charges — Investment Management goodwill | — | 29,334 | — | ||||||||||||||
| Merger and other expenses | — | 3 | 51 | ||||||||||||||
| 368 | 31,855 | 4,086 | |||||||||||||||
| Other Income and Expenses | |||||||||||||||||
| Other gains and (losses) | 243 | (1,111) | 791 | ||||||||||||||
| Non-operating income | 13 | 20 | 82 | ||||||||||||||
| Gain on change in control of interests | — | 22,526 | — | ||||||||||||||
| Earnings from equity method investments in the Managed Programs | — | 13,288 | 8,820 | ||||||||||||||
| 256 | 34,723 | 9,693 | |||||||||||||||
| Income before income taxes | 3,107 | 13,853 | 25,005 | ||||||||||||||
| Benefit from (provision for) income taxes | 390 | (6,317) | 217 | ||||||||||||||
| Net Income from Investment Management Attributable to W. P. Carey | $ | 3,497 | $ | 7,536 | $ | 25,222 | |||||||||||
Total Company
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues | $ | 1,741,358 | $ | 1,479,086 | $ | 1,331,524 | |||||||||||
Operating expenses | 1,018,007 | 866,983 | 726,656 | ||||||||||||||
| Other income and expenses | 28,965 | 14,103 | (166,260) | ||||||||||||||
| Provision for income taxes | (44,052) | (27,724) | (28,486) | ||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 70 | 657 | (134) | ||||||||||||||
| Net income attributable to W. P. Carey | $ | 708,334 | $ | 599,139 | $ | 409,988 | |||||||||||
| Total Assets at December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Real Estate | $ | 17,966,126 | $ | 18,077,155 | |||||||
| Investment Management | 10,657 | 24,880 | |||||||||
| Total Company | $ | 17,976,783 | $ | 18,102,035 | |||||||
W. P. Carey 2023 10-K – 115 | |||||
Notes to Consolidated Financial Statements
Our portfolio is comprised of domestic and international investments. At December 31, 2023, our international investments within our Real Estate segment were comprised of investments in Poland, Germany, Spain, the Netherlands, the United Kingdom, Canada, Italy, France, Denmark, Croatia, Norway, Mexico, Finland, Belgium, Lithuania, Mauritius, Hungary, Slovakia, Portugal, the Czech Republic, Sweden, Austria, Japan, Latvia, and Estonia. No tenant or international country individually comprised at least 10% of our total lease revenues for the years ended December 31, 2023, 2022, or 2021, or at least 10% of our total long-lived assets at December 31, 2023 or 2022. Revenues and assets within our Investment Management segment are entirely domestic. The following tables present the geographic information for our Real Estate segment (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues | |||||||||||||||||
| Domestic | $ | 1,151,644 | $ | 985,763 | $ | 860,961 | |||||||||||
| International | 586,495 | 482,338 | 451,165 | ||||||||||||||
| Total | $ | 1,738,139 | $ | 1,468,101 | $ | 1,312,126 | |||||||||||
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Long-lived Assets | |||||||||||
| Domestic | $ | 9,049,540 | $ | 10,053,422 | |||||||
| International | 5,864,359 | 5,435,476 | |||||||||
| Total | $ | 14,913,899 | $ | 15,488,898 | |||||||
| Equity Investments in Real Estate | |||||||||||
| Domestic | $ | 324,142 | $ | 286,708 | |||||||
| International | 28,860 | 38,569 | |||||||||
| Total | $ | 353,002 | $ | 325,277 | |||||||
W. P. Carey 2023 10-K – 116 | |||||
Notes to Consolidated Financial Statements
Note 19. Subsequent Events
Acquisitions
In January 2024, we completed two acquisitions totaling approximately $177.1 million. They are as follows:
•$29.6 million for two properties, a supermarket and its associated gas station, in Doncaster, United Kingdom; and
•$147.5 million for a portfolio of five industrial facilities in Italy.
Dispositions
Office Sale Program
In January 2024, we sold 71 properties pursuant to the Office Sale Program for gross proceeds of $387.8 million, including a portfolio of 70 government office properties located in Spain (Note 1, Note 7). The other property was classified as held for sale as of December 31, 2023 (Note 6).
Net-Lease Self-Storage Dispositions
In February 2024, we sold 16 net-lease self-storage properties leased to the same tenant for gross proceeds of $88.5 million. The remaining 62 properties in this portfolio are expected to be sold in multiple tranches during the first quarter of 2024 (Note 7).
Other Dispositions
In January and February 2024, we sold three other properties for gross proceeds of $14.5 million. One of these properties was classified as held for sale as of December 31, 2023 (Note 6).
Dividend from our Investment in Shares of Lineage Logistics
In January 2024, we received a cash dividend of $3.0 million from our investment in shares of Lineage Logistics (Note 10).
Mortgage Loan Repayments
In February 2024, we repaid at maturity two non-recourse mortgage loans totaling approximately $60.1 million.
W. P. Carey 2023 10-K – 117 | |||||
W. P. CAREY INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2023, 2022, and 2021
(in thousands)
| Description | Balance at Beginning of Year | Other Additions | Deductions | Balance at End of Year | ||||||||||||||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||||||||||||
| Valuation reserve for deferred tax assets | $ | 106,185 | $ | 19,107 | $ | (55,492) | $ | 69,800 | ||||||||||||||||||
| Year Ended December 31, 2022 | ||||||||||||||||||||||||||
| Valuation reserve for deferred tax assets | $ | 108,812 | $ | 34,894 | $ | (37,521) | $ | 106,185 | ||||||||||||||||||
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||
| Valuation reserve for deferred tax assets | $ | 86,069 | $ | 40,895 | $ | (18,152) | $ | 108,812 | ||||||||||||||||||
W. P. Carey 2023 10-K – 118 | |||||
W. P. CAREY INC.
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Subject to Operating Leases | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Erlanger, KY | $ | — | $ | 1,526 | $ | 21,427 | $ | 2,966 | $ | (84) | $ | 1,526 | $ | 24,309 | $ | 25,835 | $ | 15,989 | 1979; 1987 | Jan. 1998 | 40 yrs. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Thurmont, MD and Farmington, NY | — | 729 | 5,903 | — | — | 729 | 5,903 | 6,632 | 3,814 | 1964; 1983 | Jan. 1998 | 15 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Commerce, CA | — | 4,905 | 11,898 | — | (3,043) | 4,573 | 9,187 | 13,760 | 6,279 | 1948 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Goshen, IN | — | 239 | 940 | — | — | 239 | 940 | 1,179 | 650 | 1973 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Sylmar, CA | — | 2,052 | 5,322 | — | (1,889) | 1,494 | 3,991 | 5,485 | 2,603 | 1962; 1979 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the United States | — | 9,382 | — | 238 | 14,483 | 9,025 | 15,078 | 24,103 | 11,286 | Various | Jan. 1998 | 15 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Glendora, CA | — | 1,135 | — | — | 17 | 1,152 | — | 1,152 | — | N/A | Jan. 1998 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Doraville, GA | — | 3,288 | 9,864 | 17,079 | (11,410) | 3,288 | 15,533 | 18,821 | 3,308 | 2016 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Corpus Christi, TX | — | 3,490 | 72,497 | 3,513 | (77,927) | 288 | 1,285 | 1,573 | 835 | 1989 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Irving and Houston, TX | — | 9,795 | — | — | — | 9,795 | — | 9,795 | — | N/A | Jan. 1998 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Chandler, AZ | — | 5,035 | 18,957 | 8,373 | 516 | 5,035 | 27,846 | 32,881 | 17,537 | 1989 | Jan. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Memphis, TN | — | 1,882 | 3,973 | 294 | (3,892) | 328 | 1,929 | 2,257 | 1,700 | 1969 | Jan. 1998 | 15 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Romulus, MI | — | 454 | 6,411 | 525 | — | 454 | 6,936 | 7,390 | 3,461 | 1970 | Jan. 1998 | 10 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Bellevue, WA | — | 4,125 | 11,812 | 393 | (123) | 4,371 | 11,836 | 16,207 | 7,425 | 1994 | Apr. 1998 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Winston-Salem, NC | — | 1,860 | 12,539 | 3,075 | (7,325) | 925 | 9,224 | 10,149 | 6,051 | 1980 | Sep. 2002 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Greenfield, IN | — | 2,807 | 10,335 | 223 | (8,383) | 967 | 4,015 | 4,982 | 2,431 | 1995 | Sep. 2004 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Apopka, FL | — | 362 | 10,855 | 1,195 | (155) | 337 | 11,920 | 12,257 | 5,155 | 1969 | Sep. 2004 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in San Leandro, CA | — | 1,532 | — | — | — | 1,532 | — | 1,532 | — | N/A | Dec. 2006 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Austin, TX | — | 1,725 | 5,168 | — | — | 1,725 | 5,168 | 6,893 | 3,098 | 1995 | Dec. 2006 | 29 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Wroclaw, Poland | — | 3,600 | 10,306 | — | (3,913) | 2,763 | 7,230 | 9,993 | 2,867 | 2007 | Dec. 2007 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Mallorca, Spain | — | 11,109 | 12,636 | — | (1,780) | 10,257 | 11,708 | 21,965 | 3,973 | 2008 | Jun. 2010 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Auburn, IN; Clinton Township, MI; and Bluffton, OH | — | 4,403 | 20,298 | — | (3,870) | 2,589 | 18,242 | 20,831 | 6,553 | 1968; 1975; 1995 | Sep. 2012; Jan. 2014 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Irvine, CA | — | 4,173 | — | — | — | 4,173 | — | 4,173 | — | N/A | Sep. 2012 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Alpharetta, GA | — | 2,198 | 6,349 | 1,247 | — | 2,198 | 7,596 | 9,794 | 2,967 | 1997 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in St. Petersburg, FL | — | 3,280 | 24,627 | 4,675 | (20,393) | 1,814 | 10,375 | 12,189 | 3,794 | 1996 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Baton Rouge, LA | — | 4,168 | 5,724 | 3,200 | — | 4,168 | 8,924 | 13,092 | 3,510 | 2003 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in San Diego, CA | — | 7,804 | 16,729 | 5,939 | (832) | 7,804 | 21,836 | 29,640 | 8,476 | 2002 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Richmond, CA | — | 895 | 1,953 | — | — | 895 | 1,953 | 2,848 | 734 | 1999 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in the United States | — | 16,386 | 84,668 | 14,997 | — | 16,386 | 99,665 | 116,051 | 33,568 | Various | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Rocky Mount, NC and Lewisville, TX | — | 2,163 | 17,715 | 609 | (8,389) | 1,132 | 10,966 | 12,098 | 4,109 | 1948; 1989 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Chattanooga, TN | — | 558 | 5,923 | — | — | 558 | 5,923 | 6,481 | 2,202 | 1974; 1989 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 119 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Mooresville, NC | — | 756 | 9,775 | — | — | 756 | 9,775 | 10,531 | 3,624 | 1997 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in McCalla, AL | — | 960 | 14,472 | 42,662 | (254) | 2,076 | 55,764 | 57,840 | 14,475 | 2004 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Fort Smith, AZ | — | 1,063 | 6,159 | — | — | 1,063 | 6,159 | 7,222 | 2,259 | 1982 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Greenwood, IN and Buffalo, NY | 617 | — | 19,990 | — | — | — | 19,990 | 19,990 | 7,252 | 2000; 2003 | Sep. 2012 | 30 - 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Bowling Green, KY and Jackson, TN | — | 1,492 | 8,182 | 600 | — | 1,492 | 8,782 | 10,274 | 3,061 | 1989; 1995 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Rancho Cucamonga, CA and laboratory facility in Exton, PA | — | 14,006 | 33,683 | 9,659 | (20,142) | 6,638 | 30,568 | 37,206 | 9,521 | 2004 | Sep. 2012 | 31 - 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA | — | 6,559 | 19,078 | 3,285 | — | 6,559 | 22,363 | 28,922 | 7,456 | Various | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facility in Mesquite, TX | — | 2,702 | 13,029 | 1,450 | — | 2,702 | 14,479 | 17,181 | 928 | 1972 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY | — | 6,080 | 23,424 | 546 | — | 6,080 | 23,970 | 30,050 | 8,465 | 1990; 1994; 2000 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Memphis, TN | — | 4,877 | 4,258 | 5,215 | (2,353) | 2,027 | 9,970 | 11,997 | 5,003 | 1990 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Oceanside, CA and Concordville, PA | 578 | 3,333 | 8,270 | 116 | — | 3,333 | 8,386 | 11,719 | 2,984 | 1989; 1996 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in La Vista, NE | 16,339 | 4,196 | 23,148 | — | — | 4,196 | 23,148 | 27,344 | 7,787 | 2005 | Sep. 2012 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laboratory facility in Pleasanton, CA | — | 3,675 | 7,468 | 14,855 | — | 3,675 | 22,323 | 25,998 | 2,809 | 2000 | Sep. 2012 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Chicago, IL | — | 2,169 | 19,010 | 83 | (72) | 2,169 | 19,021 | 21,190 | 6,726 | 1910 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Hollywood and Orlando, FL | — | 3,639 | 1,269 | — | — | 3,639 | 1,269 | 4,908 | 448 | 1996 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Golden, CO | — | 808 | 4,304 | 77 | — | 808 | 4,381 | 5,189 | 1,701 | 1998 | Sep. 2012 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Texarkana, TX | — | 1,755 | 4,493 | — | (2,783) | 216 | 3,249 | 3,465 | 1,148 | 1997 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in South Jordan, UT | — | 2,183 | 11,340 | 2,254 | — | 2,183 | 13,594 | 15,777 | 4,572 | 1995 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Ennis, TX | — | 478 | 4,087 | 145 | (145) | 478 | 4,087 | 4,565 | 1,444 | 1989 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Paris, France | — | 23,387 | 43,450 | 703 | (9,432) | 20,095 | 38,013 | 58,108 | 12,958 | 1975 | Sep. 2012 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Poland | — | 26,564 | 72,866 | — | (14,035) | 22,785 | 62,610 | 85,395 | 29,617 | Various | Sep. 2012 | 23 - 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Danbury, CT and Bedford, MA | — | 3,519 | 16,329 | 43 | — | 3,519 | 16,372 | 19,891 | 6,157 | 1965; 1980 | Sep. 2012 | 29 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Brownwood, TX | — | 722 | 6,268 | — | — | 722 | 6,268 | 6,990 | 2,089 | 1964 | Sep. 2012 | 15 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Rochester, MN | — | 809 | 14,236 | 3,351 | — | 809 | 17,587 | 18,396 | 1,198 | 1997 | Sep. 2012 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Salford, United Kingdom | — | — | 30,012 | — | (9,122) | — | 20,890 | 20,890 | 6,405 | 1997 | Sep. 2013 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Mönchengladbach, Germany | 27,300 | 2,154 | 6,917 | 50,626 | (2,678) | 2,122 | 54,897 | 57,019 | 11,162 | 2015 | Dec. 2013 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Houston, TX | — | 2,430 | 2,270 | — | — | 2,430 | 2,270 | 4,700 | 1,004 | 1995 | Jan. 2014 | 23 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in St. Charles, MO | — | 1,966 | 1,368 | 1,658 | — | 1,966 | 3,026 | 4,992 | 1,329 | 1987 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 120 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Initial Cost to Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Aurora, CO | — | 737 | 2,609 | — | — | 737 | 2,609 | 3,346 | 819 | 1985 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Burlington, NJ | — | 3,989 | 6,213 | 377 | — | 3,989 | 6,590 | 10,579 | 2,588 | 1999 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Albuquerque, NM | — | 2,467 | 3,476 | 715 | — | 2,467 | 4,191 | 6,658 | 1,609 | 1993 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in North Salt Lake, UT | — | 10,601 | 17,626 | — | (16,936) | 4,388 | 6,903 | 11,291 | 2,616 | 1981 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Lexington, NC | — | 2,185 | 12,058 | — | (2,519) | 494 | 11,230 | 11,724 | 4,012 | 2003 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Dallas, TX | — | 3,190 | 10,010 | — | — | 3,190 | 10,010 | 13,200 | 451 | 1968 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Welcome, NC | — | 980 | 11,230 | — | (11,724) | 486 | — | 486 | — | N/A | Jan. 2014 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Evansville, IN; Lawrence, KS; and Baltimore, MD | — | 4,005 | 44,192 | 20,636 | — | 4,005 | 64,828 | 68,833 | 19,478 | 1911; 1967; 1982 | Jan. 2014 | 24 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Colton, CA; Bonner Springs, KS; Eagan, MN; and Dallas, TX | — | 8,451 | 25,457 | — | 11,200 | 8,451 | 36,657 | 45,108 | 9,183 | Various | Jan. 2014 | 17 - 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Torrance, CA | — | 8,412 | 12,241 | 2,468 | (77) | 8,335 | 14,709 | 23,044 | 5,863 | 1973 | Jan. 2014 | 25 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Houston, TX | — | 6,578 | 424 | 560 | — | 6,578 | 984 | 7,562 | 733 | 1978 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Norwich, CT | — | 3,885 | 21,342 | — | 2 | 3,885 | 21,344 | 25,229 | 7,492 | 1960 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Norwich, CT | — | 1,437 | 9,669 | — | — | 1,437 | 9,669 | 11,106 | 3,394 | 2005 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Whitehall, PA | — | 7,435 | 9,093 | 27,148 | (9,545) | 6,983 | 27,148 | 34,131 | 1,721 | 2021 | Jan. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in York, PA | — | 3,776 | 10,092 | — | (6,413) | 527 | 6,928 | 7,455 | 2,035 | 2005 | Jan. 2014 | 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Atlanta, GA and Elkwood, VA | — | 5,356 | 4,121 | — | (3,219) | 4,284 | 1,974 | 6,258 | 703 | 1975 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Harrisburg, NC | — | 1,753 | 5,840 | 781 | (111) | 1,642 | 6,621 | 8,263 | 2,347 | 2000 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Chandler, AZ; and industrial and warehouse facility in Englewood, CO | 857 | 4,306 | 7,235 | — | 3 | 4,306 | 7,238 | 11,544 | 2,372 | 1978; 1987 | Jan. 2014 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Cynthiana, KY | 510 | 1,274 | 3,505 | 525 | (107) | 1,274 | 3,923 | 5,197 | 1,407 | 1967 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Albemarle and Old Fort, NC and Holmesville, OH | — | 5,507 | 18,653 | — | — | 5,507 | 18,653 | 24,160 | 1,299 | 1955; 1966; 1970 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Columbia, SC | — | 2,843 | 11,886 | — | — | 2,843 | 11,886 | 14,729 | 5,218 | 1962 | Jan. 2014 | 23 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Midlothian, VA | — | 2,824 | 16,618 | — | — | 2,824 | 16,618 | 19,442 | 2,969 | 2000 | Jan. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Laramie, WY | — | 1,966 | 18,896 | — | — | 1,966 | 18,896 | 20,862 | 6,456 | 2007 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Mendota, IL; Toppenish, WA; and Plover, WI | — | 1,444 | 21,208 | — | (623) | 1,382 | 20,647 | 22,029 | 9,132 | 1996 | Jan. 2014 | 23 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Sunnyvale, CA | — | 9,297 | 24,086 | — | (26,077) | 7,306 | — | 7,306 | — | N/A | Jan. 2014 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Hampton, NH | — | 8,990 | 7,362 | — | — | 8,990 | 7,362 | 16,352 | 2,406 | 1976 | Jan. 2014 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in France | — | 36,306 | 5,212 | 3,114 | 4,799 | 25,290 | 24,141 | 49,431 | 3,810 | Various | Jan. 2014 | 23 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Lombard, IL | — | 5,087 | 8,578 | — | — | 5,087 | 8,578 | 13,665 | 3,230 | 1999 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Plainfield, IN | — | 1,578 | 29,415 | 2,176 | — | 1,578 | 31,591 | 33,169 | 9,873 | 1997 | Jan. 2014 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Kennesaw, GA | — | 2,849 | 6,180 | 5,530 | (76) | 2,773 | 11,710 | 14,483 | 4,563 | 1999 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Leawood, KS | — | 1,487 | 13,417 | — | — | 1,487 | 13,417 | 14,904 | 5,051 | 1997 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Tolland, CT | — | 1,817 | 5,709 | — | 11 | 1,817 | 5,720 | 7,537 | 2,068 | 1968 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 121 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Initial Cost to Company | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Lincolnton, NC and Mauldin, SC | — | 1,962 | 9,247 | — | — | 1,962 | 9,247 | 11,209 | 3,265 | 1988; 1996 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Germany | — | 81,109 | 153,927 | 10,510 | (138,475) | 27,233 | 79,838 | 107,071 | 26,426 | Various | Jan. 2014 | Various | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laboratory facility in The Woodlands, TX | — | 3,204 | 24,997 | — | — | 3,204 | 24,997 | 28,201 | 7,868 | 1997 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Valdosta, GA and Johnson City, TN | — | 1,080 | 14,998 | 1,841 | — | 1,080 | 16,839 | 17,919 | 6,064 | 1978; 1998 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Amherst, NY | 5,446 | 674 | 7,971 | — | — | 674 | 7,971 | 8,645 | 3,526 | 1984 | Jan. 2014 | 23 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facilities in Westfield, MA | — | 1,922 | 9,755 | 7,435 | 9 | 1,922 | 17,199 | 19,121 | 6,650 | 1954; 1997 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Gorinchem, Netherlands | — | 1,143 | 5,648 | 131 | (1,276) | 928 | 4,718 | 5,646 | 1,604 | 1995 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Cresskill, NJ | — | 2,366 | 5,482 | — | 19 | 2,366 | 5,501 | 7,867 | 1,751 | 1975 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Livingston, NJ | — | 2,932 | 2,001 | — | 14 | 2,932 | 2,015 | 4,947 | 735 | 1966 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Montclair, NJ | — | 1,905 | 1,403 | — | 6 | 1,905 | 1,409 | 3,314 | 514 | 1950 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Morristown, NJ | — | 3,258 | 8,352 | — | 26 | 3,258 | 8,378 | 11,636 | 3,058 | 1973 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Summit, NJ | — | 1,228 | 1,465 | — | 8 | 1,228 | 1,473 | 2,701 | 538 | 1950 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Georgetown, TX and Woodland, WA | — | 965 | 4,113 | — | — | 965 | 4,113 | 5,078 | 1,209 | 1998; 2001 | Jan. 2014 | 33 - 35 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facilities in Union, NJ; Allentown and Philadelphia, PA; and Grand Prairie, TX | — | 5,365 | 7,845 | — | 5 | 5,365 | 7,850 | 13,215 | 2,796 | Various | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Salisbury, NC | — | 1,499 | 8,185 | — | — | 1,499 | 8,185 | 9,684 | 2,924 | 2000 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Twinsburg, OH | — | 2,831 | 10,565 | 386 | (6,975) | 1,293 | 5,514 | 6,807 | 2,000 | 1991 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Cambridge, Canada | — | 1,849 | 7,371 | — | (1,441) | 1,560 | 6,219 | 7,779 | 1,974 | 2001 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Peru, IL; Huber Heights, Lima, and Sheffield, OH; and Lebanon, TN | — | 2,962 | 17,832 | — | — | 2,962 | 17,832 | 20,794 | 5,658 | Various | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Ramos Arizpe, Mexico | — | 1,059 | 2,886 | — | — | 1,059 | 2,886 | 3,945 | 913 | 2000 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Salt Lake City, UT | — | 2,783 | 3,773 | — | — | 2,783 | 3,773 | 6,556 | 1,196 | 1983; 2002 | Jan. 2014 | 31 - 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Blairsville, PA | — | 1,631 | 23,163 | — | — | 1,631 | 23,163 | 24,794 | 7,718 | 2005 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Mooresville, NC | — | 1,795 | 15,955 | — | — | 1,795 | 15,955 | 17,750 | 1,465 | 2002 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Atlanta, Doraville, and Rockmart, GA | — | 6,488 | 77,192 | — | — | 6,488 | 77,192 | 83,680 | 26,827 | 1959; 1962; 1991 | Jan. 2014 | 23 - 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Muskogee, OK | — | 554 | 4,353 | — | (3,437) | 158 | 1,312 | 1,470 | 397 | 1992 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Richmond, MO | — | 2,211 | 8,505 | 747 | — | 2,211 | 9,252 | 11,463 | 3,293 | 1996 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Tuusula, Finland | — | 6,173 | 10,321 | — | (3,105) | 5,011 | 8,378 | 13,389 | 3,258 | 1975 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Phoenix, AZ | — | 6,747 | 21,352 | 380 | — | 6,747 | 21,732 | 28,479 | 7,901 | 1996 | Jan. 2014 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Calgary, Canada | — | 3,721 | — | — | (582) | 3,139 | — | 3,139 | — | N/A | Jan. 2014 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 122 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Kearney, MO; York, NE; Walbridge, OH; Rocky Mount, VA; and Martinsburg, WV | — | 4,816 | 31,712 | 1,078 | — | 4,816 | 32,790 | 37,606 | 1,168 | Various | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Sandersville, GA; Erwin, TN; and Gainesville, TX | — | 955 | 4,779 | — | — | 955 | 4,779 | 5,734 | 1,528 | 1950; 1986; 1996 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Buffalo Grove, IL | 1,960 | 1,492 | 12,233 | — | — | 1,492 | 12,233 | 13,725 | 3,923 | 1996 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Carlsbad, CA | — | 3,230 | 5,492 | 158 | — | 3,230 | 5,650 | 8,880 | 2,309 | 1999 | Jan. 2014 | 24 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Pensacola, FL | — | 1,746 | — | — | 5,181 | 1,746 | 5,181 | 6,927 | 516 | 2001 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Port St. Lucie, FL | — | 4,654 | 2,576 | — | — | 4,654 | 2,576 | 7,230 | 934 | 2000 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Nurieux-Volognat, France | — | 121 | 5,328 | 157 | (925) | 98 | 4,583 | 4,681 | 1,357 | 2000 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Monheim, Germany | — | 2,500 | 5,727 | — | (391) | 2,386 | 5,450 | 7,836 | 385 | 1992 | Jan. 2014 | 32 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Suwanee, GA | — | 2,330 | 8,406 | — | — | 2,330 | 8,406 | 10,736 | 2,463 | 1995 | Jan. 2014 | 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Wichita, KS and Oklahoma City, OK and warehouse facility in Wichita, KS | — | 1,878 | 8,579 | 3,128 | (89) | 1,878 | 11,618 | 13,496 | 3,877 | 1954; 1975; 1984 | Jan. 2014 | 24 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Fort Dodge, IA and Menomonie and Oconomowoc, WI | — | 1,403 | 11,098 | — | — | 1,403 | 11,098 | 12,501 | 6,772 | 1996 | Jan. 2014 | 16 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Mesa, AZ | — | 2,888 | 4,282 | — | — | 2,888 | 4,282 | 7,170 | 1,558 | 1991 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in North Amityville, NY | — | 3,486 | 11,413 | — | — | 3,486 | 11,413 | 14,899 | 4,352 | 1981 | Jan. 2014 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Fort Collins, CO | — | 821 | 7,236 | — | — | 821 | 7,236 | 8,057 | 2,185 | 1993 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Elk Grove Village, IL | — | 4,037 | 7,865 | — | — | 4,037 | 7,865 | 11,902 | 1,536 | 1980 | Jan. 2014 | 22 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in Washington, MI | — | 4,085 | 7,496 | — | — | 4,085 | 7,496 | 11,581 | 2,269 | 1990 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Conroe, Odessa, and Weimar, TX and industrial and office facility in Houston, TX | — | 4,049 | 13,021 | — | 133 | 4,049 | 13,154 | 17,203 | 6,987 | Various | Jan. 2014 | 12 - 22 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Sacramento, CA | — | — | 13,715 | — | — | — | 13,715 | 13,715 | 4,070 | 2005 | Jan. 2014 | 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Sankt Ingbert, Germany | — | 2,226 | 17,460 | — | 314 | 2,261 | 17,739 | 20,000 | 1,933 | 1960 | Jan. 2014 | 34 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in City of Industry, CA; Chelmsford, MA; and Lancaster, TX | — | 5,138 | 8,387 | — | 43 | 5,138 | 8,430 | 13,568 | 3,016 | 1969; 1974; 1984 | Jan. 2014 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Tinton Falls, NJ | — | 1,958 | 7,993 | 725 | — | 1,958 | 8,718 | 10,676 | 2,780 | 2001 | Jan. 2014 | 31 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Woodland, WA | — | 707 | 1,562 | — | — | 707 | 1,562 | 2,269 | 439 | 2009 | Jan. 2014 | 35 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Gyál and Herceghalom, Hungary | — | 14,601 | 21,915 | — | (6,874) | 11,852 | 17,790 | 29,642 | 8,640 | 2002; 2004 | Jan. 2014 | 21 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Windsor, CT | — | 453 | 637 | 3,422 | (83) | 453 | 3,976 | 4,429 | 774 | 1999 | Jan. 2014 | 33 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Aurora, CO | — | 574 | 3,999 | — | — | 574 | 3,999 | 4,573 | 1,010 | 2012 | Jan. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in University Park, IL | — | 7,962 | 32,756 | 221 | — | 7,962 | 32,977 | 40,939 | 9,066 | 2008 | May 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laboratory facility in Westborough, MA | — | 3,409 | 37,914 | 53,065 | — | 3,409 | 90,979 | 94,388 | 15,252 | 1992 | Aug. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 123 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in Andover, MA | — | 3,980 | 45,120 | 323 | — | 3,980 | 45,443 | 49,423 | 11,154 | 2013 | Oct. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Lewisburg, OH | — | 1,627 | 13,721 | — | — | 1,627 | 13,721 | 15,348 | 3,525 | 2014 | Nov. 2014 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Opole, Poland | — | 2,151 | 21,438 | — | (2,625) | 1,912 | 19,052 | 20,964 | 5,052 | 2014 | Dec. 2014 | 38 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the United Kingdom | — | 66,319 | 230,113 | 277 | (88,095) | 44,895 | 163,719 | 208,614 | 48,872 | Various | Jan. 2015 | 20 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Rotterdam, Netherlands | — | — | 33,935 | 20,842 | (1,418) | — | 53,359 | 53,359 | 10,205 | 2014 | Feb. 2015 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Bad Fischau, Austria | — | 2,855 | 18,829 | — | 552 | 2,928 | 19,308 | 22,236 | 4,726 | 1998 | Apr. 2015 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Oskarshamn, Sweden | — | 3,090 | 18,262 | — | (3,784) | 2,542 | 15,026 | 17,568 | 3,527 | 2015 | Jun. 2015 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Gersthofen and Senden, Germany and Leopoldsdorf, Austria | — | 9,449 | 15,838 | — | (187) | 9,379 | 15,721 | 25,100 | 3,850 | 2008; 2010 | Aug. 2015 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease hotels in the United States | — | — | 49,190 | 17,396 | — | 17,396 | 49,190 | 66,586 | 11,802 | 1988; 1989; 1990 | Oct. 2015 | 38 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the Netherlands | — | 5,698 | 38,130 | 79 | 1,264 | 5,862 | 39,309 | 45,171 | 9,917 | Various | Nov. 2015 | 30 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Irvine, CA | — | 7,626 | 16,137 | — | — | 7,626 | 16,137 | 23,763 | 3,373 | 1977 | Dec. 2015 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Windermere, FL | — | 5,090 | 34,721 | 15,333 | — | 5,090 | 50,054 | 55,144 | 12,548 | 1998 | Apr. 2016 | 38 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in the United States | — | 66,845 | 87,575 | 65,400 | (56,525) | 49,672 | 113,623 | 163,295 | 31,830 | Various | Apr. 2016 | Various | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in North Dumfries and Ottawa, Canada | — | 17,155 | 10,665 | — | (18,393) | 5,847 | 3,580 | 9,427 | 1,753 | 1967; 1974 | Apr. 2016 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facilities in Coconut Creek, FL and Houston, TX | — | 15,550 | 83,862 | 63,830 | — | 15,550 | 147,692 | 163,242 | 31,111 | 1979; 1984 | May 2016 | 37 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Southfield, MI and warehouse facilities in London, KY and Gallatin, TN | — | 3,585 | 17,254 | — | — | 3,585 | 17,254 | 20,839 | 3,495 | 1969; 1987; 2000 | Nov. 2016 | 35 - 36 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Brampton, Toronto, and Vaughan, Canada | — | 28,759 | 13,998 | — | — | 28,759 | 13,998 | 42,757 | 3,379 | Various | Nov. 2016 | 28 - 35 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Queretaro and San Juan del Rio, Mexico | — | 5,152 | 12,614 | 2,440 | — | 5,152 | 15,054 | 20,206 | 2,530 | Various | Dec. 2016 | 28 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Chicago, IL | — | 2,222 | 2,655 | 3,511 | — | 2,222 | 6,166 | 8,388 | 2,050 | 1985 | Jun. 2017 | 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Zawiercie, Poland | — | 395 | 102 | 10,378 | (573) | 374 | 9,928 | 10,302 | 1,412 | 2018 | Aug. 2017 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Radomsko, Poland | — | 1,718 | 59 | 37,496 | 731 | 1,630 | 38,374 | 40,004 | 2,704 | 2018 | Nov. 2017 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Sellersburg, IN | — | 1,016 | 3,838 | — | — | 1,016 | 3,838 | 4,854 | 781 | 2000 | Feb. 2018 | 36 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail and warehouse facilities in Appleton, Madison, and Waukesha, WI | — | 5,512 | 61,230 | — | — | 5,465 | 61,277 | 66,742 | 10,931 | 1995; 2004 | Mar. 2018 | 36 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Denmark | — | 20,304 | 185,481 | — | (14,902) | 19,001 | 171,882 | 190,883 | 29,557 | Various | Jun. 2018 | 25 - 41 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the Netherlands | — | 38,475 | 117,127 | — | (7,924) | 36,516 | 111,162 | 147,678 | 21,546 | Various | Jul. 2018 | 26 - 30 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Oostburg, WI | — | 786 | 6,589 | — | — | 786 | 6,589 | 7,375 | 1,526 | 2002 | Jul. 2018 | 35 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Kampen, Netherlands | — | 3,251 | 12,858 | 126 | (750) | 3,100 | 12,385 | 15,485 | 2,722 | 1976 | Jul. 2018 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Azambuja, Portugal | — | 13,527 | 35,631 | 28,051 | (3,988) | 12,912 | 60,309 | 73,221 | 9,122 | 1994 | Sep. 2018 | 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 124 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Amsterdam, Moordrecht, and Rotterdam, Netherlands | — | 2,582 | 18,731 | 11,338 | (934) | 2,507 | 29,210 | 31,717 | 4,732 | Various | Oct. 2018 | 27 - 37 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Bad Wünnenberg, Germany | — | 2,916 | 39,687 | — | (22,500) | 1,266 | 18,837 | 20,103 | 2,542 | 1996 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Norfolk, NE | — | 802 | 3,686 | — | — | 802 | 3,686 | 4,488 | 646 | 1975 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Phoenix, AZ and Columbia, MD | — | 18,286 | 33,030 | — | — | 18,286 | 33,030 | 51,316 | 4,532 | 2006 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Gorzow, Poland | — | 1,736 | 8,298 | — | (302) | 1,684 | 8,048 | 9,732 | 1,197 | 2008 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Sergeant Bluff, IA; Bossier City, LA; and Alvarado, TX | — | 6,460 | 49,462 | — | — | 6,460 | 49,462 | 55,922 | 7,349 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Glendale Heights, IL | — | 4,237 | 45,484 | — | — | 4,237 | 45,484 | 49,721 | 4,195 | 1991 | Oct. 2018 | 38 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Mayodan, Sanford, and Stoneville, NC | — | 3,505 | 20,913 | — | — | 3,505 | 20,913 | 24,418 | 2,877 | 1992; 1997; 1998 | Oct. 2018 | 29 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Dillon, SC | — | 3,424 | 43,114 | — | — | 3,424 | 43,114 | 46,538 | 6,405 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Birmingham, United Kingdom | — | 7,383 | 7,687 | — | (240) | 7,266 | 7,564 | 14,830 | 1,026 | 2009 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Spain | — | 17,626 | 44,501 | — | (1,870) | 17,096 | 43,161 | 60,257 | 6,041 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Gadki, Poland | — | 1,376 | 6,137 | — | (226) | 1,335 | 5,952 | 7,287 | 841 | 2011 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Zagreb, Croatia | — | 15,789 | 33,287 | — | (1,478) | 15,313 | 32,285 | 47,598 | 6,632 | 2001 | Oct. 2018 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Middleburg Heights and Union Township, OH | 3,439 | 1,295 | 13,384 | — | — | 1,295 | 13,384 | 14,679 | 1,820 | 1990; 1997 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Las Vegas, NV | — | — | 79,720 | — | — | — | 79,720 | 79,720 | 10,319 | 2012 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in the United States | — | 20,517 | 14,135 | — | 30,060 | 22,585 | 42,127 | 64,712 | 4,598 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Bowling Green, KY | — | 2,652 | 51,915 | 72,976 | (11) | 2,652 | 124,880 | 127,532 | 10,960 | 2011 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in the United Kingdom | — | 6,791 | 2,315 | — | (145) | 6,683 | 2,278 | 8,961 | 346 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Evansville, IN | — | 180 | 22,095 | — | — | 180 | 22,095 | 22,275 | 2,929 | 2009 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Elorrio, Spain | — | 7,858 | 12,728 | — | (619) | 7,622 | 12,345 | 19,967 | 1,931 | 1996 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and office facilities in Elberton, GA | — | 879 | 2,014 | — | — | 879 | 2,014 | 2,893 | 375 | 1997; 2002 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Dugo Selo, Kutina, Samobor, Spansko, and Zagreb, Croatia | — | 5,549 | 12,408 | 1,691 | 5,937 | 6,602 | 18,983 | 25,585 | 3,711 | 2000; 2002; 2003 | Oct. 2018 | 26 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office and warehouse facilities in the United States | — | 42,793 | 193,666 | — | — | 42,793 | 193,666 | 236,459 | 27,795 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Breda, Elst, Gieten, Raalte, and Woerden, Netherlands | — | 37,755 | 91,666 | 4,787 | (3,872) | 36,619 | 93,717 | 130,336 | 12,321 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Oxnard and Watsonville, CA | — | 22,453 | 78,814 | — | — | 22,453 | 78,814 | 101,267 | 10,781 | 1975; 1994; 2002 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Italy | — | 75,492 | 138,280 | 7,242 | (7,124) | 73,219 | 140,671 | 213,890 | 20,168 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 125 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Hudson, NY | — | 2,405 | — | — | — | 2,405 | — | 2,405 | — | N/A | Oct. 2018 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Chicago, IL | — | 9,887 | — | — | — | 9,887 | — | 9,887 | — | N/A | Oct. 2018 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Fraser, MI | — | 1,346 | 9,551 | — | — | 1,346 | 9,551 | 10,897 | 1,345 | 2012 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facilities in the United States | — | 19,583 | 108,971 | — | — | 19,583 | 108,971 | 128,554 | 15,973 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Middleburg Heights, OH | — | 542 | 2,507 | — | — | 542 | 2,507 | 3,049 | 341 | 2002 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Fort Worth, TX | — | 691 | 6,295 | — | — | 691 | 6,295 | 6,986 | 944 | 2004 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Delnice, Pozega, and Sesvete, Croatia | — | 5,519 | 9,930 | 1,403 | (651) | 5,353 | 10,848 | 16,201 | 2,211 | 2011 | Oct. 2018 | 27 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Orlando, FL | — | 6,262 | 25,134 | 430 | — | 6,371 | 25,455 | 31,826 | 3,338 | 2011 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Avon, OH | — | 1,447 | 5,564 | — | — | 1,447 | 5,564 | 7,011 | 821 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Chimelow, Poland | — | 6,158 | 28,032 | — | (1,029) | 5,973 | 27,188 | 33,161 | 3,853 | 2012 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Fayetteville, NC | — | 1,839 | 4,654 | — | — | 1,839 | 4,654 | 6,493 | 890 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the United States | — | 19,529 | 42,318 | — | (7,938) | 17,297 | 36,612 | 53,909 | 5,267 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facilities in Montgomery, AL and Savannah, GA | — | 5,508 | 12,032 | — | — | 5,508 | 12,032 | 17,540 | 1,705 | 1969; 2002 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facilities in St. Louis, MO | — | 1,297 | 5,362 | 7,951 | — | 1,836 | 12,774 | 14,610 | 2,049 | 1995; 1999 | Oct. 2018; Aug. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Zary, Poland | — | 2,062 | 10,034 | — | (365) | 2,000 | 9,731 | 11,731 | 1,414 | 2013 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in San Antonio, TX and Sterling, VA | — | 3,198 | 23,981 | 78,728 | (462) | 6,767 | 98,678 | 105,445 | 9,761 | 1980; 2020 | Oct. 2018; Dec. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Elk Grove Village, IL | — | 5,511 | 10,766 | 2,413 | — | 5,511 | 13,179 | 18,690 | 1,491 | 1961 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Portage, WI | 3,693 | 3,450 | 7,797 | — | — | 3,450 | 7,797 | 11,247 | 1,218 | 1970 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Saitama Prefecture, Japan | — | 13,507 | 25,301 | 6,639 | (13,574) | 10,286 | 21,587 | 31,873 | 2,828 | 2007 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Dallas, TX | — | 2,977 | 16,168 | — | — | 2,977 | 16,168 | 19,145 | 2,148 | 1913 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Croatia | — | 9,000 | 13,002 | 1,415 | (5,178) | 7,568 | 10,671 | 18,239 | 1,932 | Various | Oct. 2018 | 29 - 37 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Northbrook, IL | — | — | 493 | 447 | — | — | 940 | 940 | 291 | 2007 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Chicago, IL | — | 18,510 | 163 | — | (16,859) | 1,793 | 21 | 1,814 | 13 | 2015 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Dillon, SC | — | 3,516 | 44,933 | — | — | 3,516 | 44,933 | 48,449 | 6,625 | 2013 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facilities in New York City, NY | — | 29,223 | 77,202 | 714 | — | 29,223 | 77,916 | 107,139 | 10,156 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Hilo, HI | — | 769 | 12,869 | — | — | 769 | 12,869 | 13,638 | 1,687 | 2007 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Clearwater, FL | — | 1,247 | 5,733 | — | — | 1,247 | 5,733 | 6,980 | 856 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Gadki, Poland | — | 10,422 | 47,727 | 57 | (1,751) | 10,108 | 46,347 | 56,455 | 6,662 | 2007; 2010 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 126 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Orlando, FL | — | 1,070 | 8,686 | — | — | 1,070 | 8,686 | 9,756 | 1,222 | 2000 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Lewisville, TX | — | 3,485 | 11,263 | — | — | 3,485 | 11,263 | 14,748 | 1,558 | 2004 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in Wageningen, Netherlands | — | 5,227 | 18,793 | — | (447) | 5,070 | 18,503 | 23,573 | 2,620 | 2013 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Palm Coast, FL | — | 1,994 | 4,982 | — | — | 1,994 | 4,982 | 6,976 | 871 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease self-storage facility in Holiday, FL | — | 1,730 | 4,213 | — | — | 1,730 | 4,213 | 5,943 | 719 | 1975 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in Drunen, Netherlands | — | 2,316 | 9,370 | — | (351) | 2,247 | 9,088 | 11,335 | 1,253 | 2014 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility New Concord, OH | 1,189 | 958 | 2,309 | — | — | 958 | 2,309 | 3,267 | 388 | 1999 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Gelsenkirchen, Germany | — | 2,178 | 17,097 | — | (580) | 2,112 | 16,583 | 18,695 | 2,280 | 2000 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Mszczonow and Tomaszow Mazowiecki, Poland | — | 8,782 | 53,575 | — | (1,877) | 8,518 | 51,962 | 60,480 | 7,740 | 1995; 2000 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Sered, Slovakia | — | 3,428 | 28,005 | — | (946) | 3,325 | 27,162 | 30,487 | 3,771 | 2004 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Tuchomerice, Czech Republic | — | 7,864 | 27,006 | — | (1,050) | 7,627 | 26,193 | 33,820 | 3,589 | 1998 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Warsaw, Poland | 29,901 | — | 44,990 | 42 | (15,734) | — | 29,298 | 29,298 | 5,833 | 2015 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Kaunas, Lithuania | 35,382 | 10,199 | 47,391 | — | (1,734) | 9,892 | 45,964 | 55,856 | 6,451 | 2008 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in Jacksonville, FL | 11,429 | 906 | 17,020 | — | — | 906 | 17,020 | 17,926 | 2,275 | 2015 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Houston, TX | — | 791 | 1,990 | — | — | 791 | 1,990 | 2,781 | 291 | 1972 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Shelbyville, IN; Kalamazoo, MI; Tiffin, OH; Andersonville, TN; and Millwood, WV | — | 2,868 | 37,571 | — | — | 2,868 | 37,571 | 40,439 | 5,613 | Various | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Perrysburg, OH | — | 806 | 11,922 | — | — | 806 | 11,922 | 12,728 | 1,839 | 1974 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Dillon, SC | — | 620 | 46,319 | 434 | — | 620 | 46,753 | 47,373 | 5,591 | 2019 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Zabia Wola, Poland | 14,476 | 4,742 | 23,270 | 5,636 | (983) | 4,599 | 28,066 | 32,665 | 3,831 | 1999 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Laboratory facility in Buffalo Grove, IL | — | 2,224 | 6,583 | — | — | 2,224 | 6,583 | 8,807 | 929 | 1992 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in McHenry, IL | — | 5,794 | 21,141 | — | — | 5,794 | 21,141 | 26,935 | 4,412 | 1990; 1999 | Dec. 2018 | 27 - 28 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Chicago, Cortland, Forest View, Morton Grove, and Northbrook, IL and Madison and Monona, WI | — | 23,267 | 9,166 | — | — | 23,267 | 9,166 | 32,433 | 1,826 | Various | Dec. 2018; Dec. 2019 | 35 - 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Kilgore, TX | — | 3,002 | 36,334 | 14,096 | (6) | 3,002 | 50,424 | 53,426 | 6,885 | 2007 | Dec. 2018 | 37 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in San Luis Potosi, Mexico | — | 2,787 | 12,945 | — | — | 2,787 | 12,945 | 15,732 | 1,906 | 2009 | Dec. 2018 | 39 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Legnica, Poland | — | 995 | 9,787 | 6,007 | (523) | 963 | 15,303 | 16,266 | 2,495 | 2002 | Dec. 2018 | 29 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Meru, France | — | 4,231 | 14,731 | 8 | (545) | 4,109 | 14,316 | 18,425 | 2,709 | 1997 | Dec. 2018 | 29 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education facility in Portland, OR | — | 2,396 | 23,258 | 4,177 | — | 2,396 | 27,435 | 29,831 | 4,276 | 2006 | Feb. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 127 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Inwood, WV | — | 3,265 | 36,692 | — | — | 3,265 | 36,692 | 39,957 | 4,830 | 2000 | Mar. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Hurricane, UT | — | 1,914 | 37,279 | — | — | 1,914 | 37,279 | 39,193 | 4,642 | 2011 | Mar. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Bensenville, IL | — | 8,640 | 4,948 | — | 300 | 8,940 | 4,948 | 13,888 | 990 | 1981 | Mar. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Katowice, Poland | — | — | 764 | 15,163 | 72 | — | 15,999 | 15,999 | 1,638 | 2019 | Apr. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Westerville, OH and North Wales, PA | — | 1,545 | 6,508 | — | — | 1,545 | 6,508 | 8,053 | 999 | 1960; 1997 | May 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Fargo, ND; Norristown, PA; and Atlanta, TX | — | 1,616 | 5,589 | — | — | 1,616 | 5,589 | 7,205 | 1,004 | Various | May 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Chihuahua and Juarez, Mexico | — | 3,426 | 7,286 | — | — | 3,426 | 7,286 | 10,712 | 1,233 | 1983; 1986; 1991 | May 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Statesville, NC | — | 1,683 | 13,827 | — | — | 1,683 | 13,827 | 15,510 | 1,906 | 1979 | Jun. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Searcy, AR and Conestoga, PA | — | 4,290 | 51,410 | 21,027 | — | 4,678 | 72,049 | 76,727 | 9,039 | 1950; 1951 | Jun. 2019; Apr. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Hartford and Milwaukee, WI | — | 1,471 | 21,293 | — | — | 1,471 | 21,293 | 22,764 | 2,841 | 1964; 1992; 1993 | Jul. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Brockville and Prescott, Canada | — | 2,025 | 9,519 | — | — | 2,025 | 9,519 | 11,544 | 1,278 | 1955; 1995 | Jul. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Dordrecht, Netherlands | — | 3,233 | 10,954 | — | 72 | 3,253 | 11,006 | 14,259 | 1,204 | 1986 | Sep. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in York, PA and Lexington, SC | — | 4,155 | 22,930 | — | — | 4,155 | 22,930 | 27,085 | 3,401 | 1968; 1971 | Oct. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Queretaro, Mexico | — | 2,851 | 12,748 | — | (3) | 2,851 | 12,745 | 15,596 | 1,707 | 1999 | Oct. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Houston, TX and Metairie, LA and office facilities in Houston, TX and Mason, OH | — | 6,130 | 24,981 | 2,145 | — | 6,130 | 27,126 | 33,256 | 3,240 | Various | Nov. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Pardubice, Czech Republic | — | 1,694 | 8,793 | 436 | 3 | 1,698 | 9,228 | 10,926 | 1,016 | 1970 | Nov. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Brabrand, Denmark and Arlandastad, Sweden | — | 6,499 | 27,899 | 147 | (492) | 6,362 | 27,691 | 34,053 | 3,153 | 2012; 2017 | Nov. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Hamburg, PA | — | 4,520 | 34,167 | — | — | 4,520 | 34,167 | 38,687 | 3,992 | 2003 | Dec. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Charlotte, NC | — | 6,481 | 82,936 | — | — | 6,481 | 82,936 | 89,417 | 9,475 | 1995 | Dec. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Buffalo Grove, IL | — | 3,287 | 10,167 | — | — | 3,287 | 10,167 | 13,454 | 1,295 | 1987 | Dec. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Hvidovre, Denmark | — | 1,931 | 4,243 | — | (53) | 1,923 | 4,198 | 6,121 | 601 | 2007 | Dec. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Huddersfield, United Kingdom | — | 8,659 | 29,752 | — | (1,423) | 8,338 | 28,650 | 36,988 | 3,038 | 2005 | Dec. 2019 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Newark, United Kingdom | — | 21,869 | 74,777 | — | (3,098) | 21,168 | 72,380 | 93,548 | 7,213 | 2006 | Jan. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Langen, Germany | — | 14,160 | 7,694 | 32,169 | (4,271) | 12,909 | 36,843 | 49,752 | 2,677 | 2021 | Jan. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Aurora, OR | — | 2,914 | 21,459 | — | (5,000) | 2,914 | 16,459 | 19,373 | 1,620 | 1976 | Jan. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Vojens, Denmark | — | 1,031 | 8,784 | — | 24 | 1,033 | 8,806 | 9,839 | 863 | 2020 | Jan. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Kitzingen, Germany | — | 4,812 | 41,125 | — | (1,631) | 4,642 | 39,664 | 44,306 | 3,782 | 1967 | Mar. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Knoxville, TN | — | 2,455 | 47,446 | — | — | 2,455 | 47,446 | 49,901 | 4,174 | 2020 | Jun. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 128 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Bluffton and Plymouth, IN; and Lawrence, KS | — | 674 | 33,519 | 20,542 | — | 1,064 | 53,671 | 54,735 | 3,782 | 1981; 2014; 2021 | Sep 2020; Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Huntley, IL | — | 5,260 | 26,617 | — | — | 5,260 | 26,617 | 31,877 | 2,165 | 1996 | Sep. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Winter Haven, FL; Belvedere, IL; and Fayetteville, NC | — | 8,232 | 31,745 | — | — | 8,232 | 31,745 | 39,977 | 2,557 | 1954; 1984; 1997 | Oct. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Spain | — | 34,216 | 57,151 | 239 | (5,061) | 32,321 | 54,224 | 86,545 | 4,300 | Various | Oct. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Little Canada, MN | — | 3,384 | 23,422 | — | — | 3,384 | 23,422 | 26,806 | 1,857 | 1987 | Oct. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Hurricane, UT | — | 5,154 | 22,893 | 20,517 | — | 5,154 | 43,410 | 48,564 | 2,688 | 2005 | Dec. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Bethlehem, PA and Waco, TX | — | 4,673 | 19,111 | — | — | 4,673 | 19,111 | 23,784 | 1,462 | Various | Dec. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Pleasanton, KS; Savage, MN; Grove City, OH; and Mahanoy City, PA | — | 7,717 | 21,569 | — | — | 7,717 | 21,569 | 29,286 | 1,618 | Various | Dec. 2020 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facilities in Fort Washington, Huntington Valley, and West Chester, PA | — | — | 492 | — | — | — | 492 | 492 | 36 | 2011; 2014; 2016 | Jan. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Grove City, OH and Anderson, SC | — | 1,415 | 15,151 | — | — | 1,415 | 15,151 | 16,566 | 1,103 | 1995; 2001 | Feb. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office and retail facilities in NJ and PA | — | 17,537 | 25,987 | — | — | 17,537 | 25,987 | 43,524 | 1,876 | Various | Feb. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land and warehouse facilities in CA | — | 8,513 | 45,669 | 6 | — | 8,516 | 45,672 | 54,188 | 3,300 | Various | Feb. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Research and development facility in Wageningen, Netherlands | — | 1,429 | 5,777 | 18,658 | 2,223 | 1,548 | 26,539 | 28,087 | 987 | 2022 | Mar. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in France | — | 15,954 | 104,578 | — | (7,141) | 15,009 | 98,382 | 113,391 | 6,772 | 1968; 1981; 1983 | Apr. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Detroit, MI | — | 3,625 | 47,743 | — | — | 3,625 | 47,743 | 51,368 | 3,201 | 1991 | Apr. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Solihull, United Kingdom | — | 42,137 | 123,315 | — | (13,601) | 38,673 | 113,178 | 151,851 | 7,535 | 2021 | May 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facility in New Rochelle, NY | — | 3,617 | 21,590 | — | — | 3,617 | 21,590 | 25,207 | 1,436 | 2018 | May 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Groveport, OH | — | — | 26,639 | 2,904 | — | — | 29,543 | 29,543 | 1,905 | 1982 | May 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Dakota, IL | — | 1,970 | 50,369 | — | — | 1,970 | 50,369 | 52,339 | 3,326 | 1978 | May 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in San Jose, CA | — | 12,808 | 31,714 | — | — | 12,808 | 31,714 | 44,522 | 2,092 | 1984 | May 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Opelika, AL | — | 2,115 | 39,980 | — | — | 2,115 | 39,980 | 42,095 | 2,569 | 2005 | Jun. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Elk Grove Village and Niles, IL; and Guelph, Canada | — | 12,932 | 25,096 | — | — | 12,932 | 25,096 | 38,028 | 1,609 | 1962; 1976; 1983 | Jun. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Rome, NY | — | 1,480 | 47,781 | — | — | 1,480 | 47,781 | 49,261 | 3,060 | 2021 | Jun. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Frankfort, IN | — | 5,423 | 95,915 | — | — | 5,423 | 95,915 | 101,338 | 5,637 | 2015 | Aug. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Rogers, MN | — | 1,871 | 20,959 | — | — | 1,871 | 20,959 | 22,830 | 1,212 | 2005 | Sep. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Chattanooga, TN | — | 4,859 | 29,302 | — | — | 4,859 | 29,302 | 34,161 | 1,614 | 2006; 2017 | Oct. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Mankato, MN | — | 2,979 | 11,619 | — | — | 2,979 | 11,619 | 14,598 | 621 | 1976 | Nov. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Denmark | — | 2,695 | 38,428 | — | (843) | 2,639 | 37,641 | 40,280 | 1,947 | Various | Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Poland | — | 15,110 | 47,511 | — | (1,178) | 14,826 | 46,617 | 61,443 | 2,385 | Various | Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 129 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Cary, IL | — | 4,568 | 31,977 | — | — | 4,568 | 31,977 | 36,545 | 1,608 | 1975 | Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in the Netherlands | — | 9,342 | 32,770 | — | (942) | 9,133 | 32,037 | 41,170 | 1,608 | Various | Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facilities in Flemington and Pennsauken, NJ | — | 1,025 | 397 | 832 | — | 1,025 | 1,229 | 2,254 | 49 | Various | Dec. 2021 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Pleasant Prairie, WI | — | 1,443 | 16,532 | — | — | 1,443 | 16,532 | 17,975 | 816 | 2001 | Jan. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facilities in Spain | — | 26,735 | 99,822 | — | (2,647) | 26,176 | 97,734 | 123,910 | 4,666 | Various | Feb. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Denmark | — | 3,295 | 35,898 | — | (206) | 3,260 | 35,727 | 38,987 | 1,539 | Various | Various | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Laval, Canada | — | 4,014 | 16,037 | — | (828) | 3,848 | 15,375 | 19,223 | 718 | 1966 | Feb. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Chattanooga, TN | — | 5,063 | 36,645 | 26,128 | — | 5,063 | 62,773 | 67,836 | 1,677 | 2003 | Mar. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Coatzacoalcos, Mexico | — | 9,805 | 17,622 | — | — | 9,805 | 17,622 | 27,427 | 741 | 1960 | Apr. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Lowbanks, CA | — | 3,574 | 1,605 | — | — | 3,574 | 1,605 | 5,179 | 67 | 1967 | Apr. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Chicago, IL; Geismar, LA; and Nashville, TN | — | 9,300 | 26,945 | — | — | 9,300 | 26,945 | 36,245 | 1,111 | Various | May 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facilities in the United States | — | 9,847 | 88,227 | — | — | 9,847 | 88,227 | 98,074 | 3,596 | Various | May 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Denmark | — | 2,228 | 31,774 | — | 1,406 | 2,322 | 33,086 | 35,408 | 1,285 | Various | Various | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Medina, OH | — | 2,029 | 22,938 | — | — | 2,029 | 22,938 | 24,967 | 885 | 1963 | Jun. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Bree, Belgium | — | — | 73,302 | 42 | 4,684 | — | 78,028 | 78,028 | 2,939 | 1964 | Jun. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Spain | — | 4,906 | 12,825 | — | 1,479 | 5,315 | 13,895 | 19,210 | 503 | Various | Jul. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facilities in the United States | — | 27,543 | 192,197 | — | — | 27,543 | 192,197 | 219,740 | 6,898 | Various | Jul. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Denmark | — | 2,690 | 33,703 | — | 2,584 | 2,883 | 36,094 | 38,977 | 1,209 | Various | Various | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Office facility in Austin, TX | — | 31,095 | 45,393 | — | — | 31,095 | 45,393 | 76,488 | 1,611 | 1993 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land in Chicago, IL | 1,849 | 3,873 | — | — | — | 3,873 | — | 3,873 | — | N/A | Aug. 2022 | N/A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Croatia | — | 1,367 | 23,337 | — | 1,973 | 1,476 | 25,201 | 26,677 | 894 | 2001; 2006 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse in Streetsboro, OH | 2,474 | 2,435 | 9,333 | — | — | 2,435 | 9,333 | 11,768 | 331 | 1993 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse in University Park, IL | 47,216 | 15,377 | 63,299 | 3,290 | — | 15,377 | 66,589 | 81,966 | 2,246 | 2003 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Surprise, AZ; Temple, GA; and Houston, TX | 9,390 | 2,994 | 26,100 | — | — | 2,994 | 26,100 | 29,094 | 926 | 1998; 2007; 2011 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Jonesville, SC | 25,441 | 2,895 | 32,152 | — | — | 2,895 | 32,152 | 35,047 | 1,141 | 1997 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Albany, GA | 5,174 | 3,108 | 12,220 | — | — | 3,108 | 12,220 | 15,328 | 434 | 1977 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Dallas/Forth Worth, TX | 4,241 | 3,918 | 9,817 | — | — | 3,918 | 9,817 | 13,735 | 348 | 1990; 2008 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Byron Center, MI | 6,366 | 1,925 | 10,098 | — | — | 1,925 | 10,098 | 12,023 | 358 | 2015 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease hotel in Albion, Mauritius | 8,363 | 7,633 | 29,274 | — | 2,947 | 8,243 | 31,611 | 39,854 | 1,122 | 2007 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease hotel in Munich, Germany | — | 17,892 | 61,405 | — | 6,331 | 19,320 | 66,308 | 85,628 | 2,353 | 2016 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Plymouth, MN | 10,189 | 3,693 | 13,242 | 457 | — | 3,693 | 13,699 | 17,392 | 490 | 1975 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease hotel in Hamburg, Germany | 16,479 | 7,328 | 17,467 | — | 1,981 | 7,914 | 18,862 | 26,776 | 669 | 2017 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 130 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Accumulated Depreciation (d) | Date of Construction | Date Acquired | Life on which Depreciation in Latest Statement of Income is Computed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Land | Buildings | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Oslo, Norway | 52,906 | 27,948 | 64,033 | 930 | (4,841) | 26,483 | 61,587 | 88,070 | 2,234 | 1971 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Michalovce, Slovakia | — | 4,538 | 19,009 | — | 1,881 | 4,901 | 20,527 | 25,428 | 728 | 2006 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net-lease hotel in Stuttgart, Germany | — | — | 31,276 | — | 2,497 | — | 33,773 | 33,773 | 1,198 | 1965 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Menomonee Falls, WI | 11,677 | 2,726 | 17,453 | — | — | 2,726 | 17,453 | 20,179 | 619 | 1974 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Iowa Falls, IA | 6,192 | 997 | 8,819 | — | — | 997 | 8,819 | 9,816 | 313 | 2001 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Westlake, OH | — | 1,928 | 24,353 | — | — | 1,928 | 24,353 | 26,281 | 861 | 1972 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Hebron, Ohio and warehouse facility in Strongsville, OH | — | 4,671 | 5,494 | — | — | 4,671 | 5,494 | 10,165 | 192 | 1969; 1999 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Scarborough, Canada | — | 5,092 | 1,868 | — | — | 5,092 | 1,868 | 6,960 | 65 | 1980 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facilities in West Des Moines, IA and Clifton Park, NY | — | 3,229 | 17,080 | — | — | 3,229 | 17,080 | 20,309 | 593 | 1971; 2021 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Orzinuovi, Italy | — | 2,473 | 9,892 | — | 1,289 | 2,731 | 10,923 | 13,654 | 369 | 1978 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty facilities in West Chester, PA | — | — | 559 | — | — | — | 559 | 559 | 24 | 2022 | Oct. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in the United States | — | 11,117 | 41,107 | — | — | 11,117 | 41,107 | 52,224 | 1,059 | Various | Dec. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Romulus, MI | — | 2,788 | 33,353 | — | — | 2,788 | 33,353 | 36,141 | 838 | 2017 | Dec. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Salisbury, NC | — | 1,308 | 13,082 | — | — | 1,308 | 13,082 | 14,390 | 329 | 2015 | Dec. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in the United States | — | 11,503 | 42,967 | — | — | 11,503 | 42,967 | 54,470 | 1,042 | Various | Jan. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Italy and Spain | — | 21,167 | 56,172 | 1 | 1,216 | 21,500 | 57,056 | 78,556 | 1,110 | Various | Mar. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facilities in Canada | — | 71,228 | 330,400 | — | — | 71,228 | 330,400 | 401,628 | 6,223 | Various | Apr. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Canada, Mexico, and the United States | — | 11,873 | 55,997 | — | — | 11,873 | 55,997 | 67,870 | 990 | Various | Apr. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail (car wash) facilities in the United States | — | 9,511 | 32,777 | — | — | 9,511 | 32,777 | 42,288 | 468 | Various | May 2023; Oct. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Education and specialty facilities in the United States | — | 11,973 | 90,101 | — | — | 11,973 | 90,101 | 102,074 | 1,234 | Various | Jun. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail (car wash) facilities in the United States | — | 8,120 | 22,857 | — | — | 8,120 | 22,857 | 30,977 | 70 | 2023 | Nov. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and warehouse facilities in Italy, Germany, and Spain | — | 40,752 | 97,622 | — | 819 | 40,993 | 98,200 | 139,193 | 222 | Various | Nov. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Houston, TX | — | 18,999 | 27,199 | — | — | 18,999 | 27,199 | 46,198 | 50 | 2000 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial and research and development facilities in San Diego, CA | — | 5,739 | 6,397 | — | — | 5,739 | 6,397 | 12,136 | 9 | 1990 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Phoenix, AZ | — | 1,729 | 9,201 | — | — | 1,729 | 9,201 | 10,930 | 6 | 2023 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 361,073 | $ | 2,436,311 | $ | 9,311,273 | $ | 1,013,029 | $ | (710,717) | $ | 2,248,300 | $ | 9,801,596 | $ | 12,049,896 | $ | 1,509,730 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 131 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period Total | Date of Construction | Date Acquired | |||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | |||||||||||||||||||||||||||||||||||||||||||||||
| Direct Financing Method | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Irving and Houston, TX | $ | — | $ | — | $ | 27,599 | $ | — | $ | (4,295) | $ | 23,304 | 1978 | Jan. 1998 | ||||||||||||||||||||||||||||||||||||
| Retail facility in Freehold, NJ | — | — | 17,067 | — | (495) | 16,572 | 2004 | Sep. 2012 | ||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in Germany | — | 28,734 | 145,854 | 5,582 | (60,775) | 119,395 | Various | Sep. 2012 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Brierley Hill, United Kingdom | — | 2,147 | 12,357 | — | (1,864) | 12,640 | 1996 | Sep. 2012 | ||||||||||||||||||||||||||||||||||||||||||
| Retail facilities in El Paso and Fabens, TX | — | 4,777 | 17,823 | — | (122) | 22,478 | Various | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Gronau, Germany | — | 281 | 4,401 | — | (881) | 3,801 | 1989 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Mount Carmel, IL | — | 135 | 3,265 | — | (364) | 3,036 | 1896 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Vantaa, Finland | — | 5,291 | 15,522 | — | (3,918) | 16,895 | 2004 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Retail facility in Linköping, Sweden | — | 1,484 | 9,402 | — | (3,844) | 7,042 | 2004 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Calgary, Canada | — | — | 7,076 | — | (1,105) | 5,971 | 1965 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Fair Bluff, NC and Valencia, PA | — | 5,780 | 40,860 | — | (37,179) | 9,461 | 1968; 1976 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Göppingen, Germany | — | 10,717 | 60,120 | — | (19,043) | 51,794 | 1930 | Jan. 2014 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse facilities in Bristol, Leeds, Liverpool, Luton, Newport, Plymouth, and Southampton, United Kingdom | — | 1,062 | 23,087 | — | (532) | 23,617 | Various | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Gieten, Netherlands | — | — | 15,258 | — | (523) | 14,735 | 1985 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Oxnard, CA | — | — | 10,960 | — | (1,926) | 9,034 | 1975 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facilities in Bartow, FL; Momence, IL; Smithfield, NC; Hudson, NY; and Ardmore, OK | — | 4,454 | 87,030 | — | 3,129 | 94,613 | Various | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Countryside, IL | — | 563 | 1,457 | — | 36 | 2,056 | 1981 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Clarksville, TN | 2,705 | 1,680 | 10,180 | — | (253) | 11,607 | 1998 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Industrial facility in Bluffton, IN | 1,592 | 503 | 3,407 | — | (57) | 3,853 | 1975 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse facility in Houston, TX | — | — | 5,977 | — | (166) | 5,811 | 1972 | Oct. 2018 | ||||||||||||||||||||||||||||||||||||||||||
| Warehouse in Chicago, IL | 5,056 | — | 10,517 | — | 73 | 10,590 | 1942 | Aug. 2022 | ||||||||||||||||||||||||||||||||||||||||||
| Less: allowance for credit losses | (36,977) | (36,977) | ||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 9,353 | $ | 67,608 | $ | 529,219 | $ | 5,582 | $ | (171,081) | $ | 431,328 | |||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 132 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Life on which Depreciation in Latest Statement of Income is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Personal Property | Land | Buildings | Personal Property | Total | Accumulated Depreciation (d) | Date of Construction | Date Acquired | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Real Estate – Hotels | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bloomington, MN | $ | — | $ | 3,810 | $ | 29,126 | $ | 3,622 | $ | 6,720 | $ | (314) | $ | 3,874 | $ | 31,296 | $ | 7,794 | $ | 42,964 | $ | 15,771 | 2008 | Jan. 2014 | 34 yrs. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Newark, NJ | — | 4,912 | 5,581 | — | 58 | — | 4,912 | 5,581 | 58 | 10,551 | 1,720 | 1989 | Sep. 2012 | 37 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sacramento, CA | — | 1,690 | 18,472 | — | 7 | — | 1,690 | 18,472 | 7 | 20,169 | 5,577 | 1990 | Sep. 2012 | 38 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Diego, CA | — | 3,899 | 33,729 | — | 19 | — | 3,899 | 33,729 | 19 | 37,647 | 10,369 | 1989 | Sep. 2012 | 37 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Irvine, CA | — | 3,720 | 24,983 | — | 22 | — | 3,720 | 24,983 | 22 | 28,725 | 8,164 | 1989 | Sep. 2012 | 35 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Real Estate – Student Housing Facilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Austin, TX | — | 12,994 | 60,006 | — | 68 | — | 12,994 | 60,033 | 41 | 73,068 | 2,132 | 2020 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Swansea, United Kingdom | — | — | 32,884 | — | 59,389 | 8,613 | — | 100,886 | — | 100,886 | 2,860 | 2022 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Real Estate – Self-Storage Facilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loves Park, IL | — | 1,412 | 4,853 | — | 103 | — | 1,412 | 4,921 | 35 | 6,368 | 969 | 1997 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cherry Valley, IL | — | 1,339 | 4,160 | — | 18 | — | 1,339 | 4,160 | 18 | 5,517 | 795 | 1988 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rockford, IL | — | 695 | 3,873 | — | 125 | — | 695 | 3,983 | 15 | 4,693 | 687 | 1979 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rockford, IL | — | 87 | 785 | — | — | — | 87 | 785 | — | 872 | 122 | 1979 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rockford, IL | — | 454 | 4,724 | — | 14 | — | 454 | 4,733 | 5 | 5,192 | 677 | 1957 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Peoria, IL | — | 444 | 4,944 | — | 238 | — | 444 | 5,164 | 18 | 5,626 | 1,074 | 1990 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| East Peoria, IL | — | 268 | 3,290 | — | 108 | — | 268 | 3,374 | 24 | 3,666 | 661 | 1986 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loves Park, IL | — | 721 | 2,973 | — | 27 | — | 721 | 3,000 | — | 3,721 | 532 | 1978 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winder, GA | — | 338 | 1,310 | — | 107 | — | 338 | 1,375 | 42 | 1,755 | 277 | 2006 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Winder, GA | — | 821 | 3,180 | — | 43 | — | 821 | 3,198 | 25 | 4,044 | 607 | 2001 | Oct. 2018 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kissimmee, FL | 6,212 | 2,147 | 17,164 | — | 11 | — | 2,147 | 17,171 | 4 | 19,322 | 610 | 2005 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| St. Petersburg, FL | 6,656 | 1,505 | 16,229 | — | 43 | — | 1,505 | 16,254 | 18 | 17,777 | 577 | 2007 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corpus Christi, TX | 2,525 | 904 | 10,779 | — | 163 | — | 904 | 10,897 | 45 | 11,846 | 394 | 1998 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Desert, CA | 6,383 | 1,036 | 22,714 | — | — | — | 1,036 | 22,714 | — | 23,750 | 806 | 2006 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kailua-Kona, HI | 3,493 | 1,425 | 12,267 | — | 59 | — | 1,425 | 12,317 | 9 | 13,751 | 440 | 1991 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami, FL | 2,811 | 3,680 | 7,215 | — | 729 | — | 3,680 | 7,926 | 18 | 11,624 | 299 | 1986 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Columbia, SC | 2,831 | 2,481 | 5,217 | — | 9 | — | 2,481 | 5,222 | 4 | 7,707 | 185 | 1988 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kailua-Kona, HI | 3,266 | 2,889 | 16,397 | — | 207 | — | 2,889 | 16,542 | 62 | 19,493 | 591 | 2004 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pompano Beach, FL | 2,823 | 1,227 | 10,897 | — | 465 | — | 1,227 | 11,316 | 46 | 12,589 | 392 | 1992 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jensen Beach, FL | 5,209 | 1,544 | 15,841 | — | 177 | — | 1,544 | 16,001 | 17 | 17,562 | 569 | 1989 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dickinson, TX | 5,996 | 1,952 | 8,826 | — | 46 | — | 1,952 | 8,857 | 15 | 10,824 | 314 | 2001 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Humble, TX | 4,694 | 813 | 6,459 | — | 36 | — | 813 | 6,459 | 36 | 7,308 | 230 | 2009 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Temecula, CA | 6,057 | 2,368 | 20,802 | — | 35 | — | 2,368 | 20,837 | — | 23,205 | 738 | 2006 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 133 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Life on which Depreciation in Latest Statement of Income is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Personal Property | Land | Buildings | Personal Property | Total | Accumulated Depreciation (d) | Date of Construction | Date Acquired | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumming, GA | 2,665 | 655 | 10,455 | — | 20 | — | 655 | 10,455 | 20 | 11,130 | 373 | 1994 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Naples, FL | 9,994 | 6,826 | 20,254 | — | 263 | — | 6,826 | 20,493 | 24 | 27,343 | 747 | 1974 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Valrico, FL | 5,603 | 1,423 | 11,316 | — | 32 | — | 1,423 | 11,333 | 15 | 12,771 | 404 | 2009 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tallahassee, FL | 4,905 | 1,534 | 14,416 | — | 46 | — | 1,534 | 14,444 | 18 | 15,996 | 514 | 1999 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sebastian, FL | 1,817 | 529 | 7,917 | — | 38 | — | 529 | 7,955 | — | 8,484 | 284 | 1986 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lady Lake, FL | 3,933 | 928 | 11,881 | — | 11 | — | 928 | 11,881 | 11 | 12,820 | 422 | 2010 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Panama City Beach, FL | 2,613 | 736 | 7,581 | — | 12 | — | 736 | 7,590 | 3 | 8,329 | 270 | 1997 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hesperia, CA | — | 1,416 | 18,691 | — | 22 | — | 1,416 | 18,702 | 11 | 20,129 | 666 | 2004 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hesperia, CA | — | 639 | 9,412 | — | 9 | — | 639 | 9,421 | — | 10,060 | 334 | 2007 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hesperia, CA | — | 699 | 12,896 | — | 103 | — | 699 | 12,995 | 4 | 13,698 | 464 | 1985 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Highland, CA | — | 1,465 | 11,966 | — | 13 | — | 1,465 | 11,966 | 13 | 13,444 | 426 | 2003 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lancaster, CA | — | 598 | 12,100 | — | — | — | 598 | 12,100 | — | 12,698 | 429 | 1989 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rialto, CA | — | 3,502 | 16,924 | — | 14 | — | 3,502 | 16,924 | 14 | 20,440 | 601 | 2007 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thousand Palms, CA | — | 2,465 | 17,632 | — | 12 | — | 2,465 | 17,642 | 2 | 20,109 | 626 | 2007 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lilburn, GA | 2,331 | 1,555 | 6,225 | — | 29 | — | 1,555 | 6,236 | 18 | 7,809 | 225 | 1998 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockbridge GA | 1,619 | 308 | 7,238 | — | 53 | — | 308 | 7,268 | 23 | 7,599 | 263 | 2003 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Louisville, KY | 6,582 | 3,115 | 13,908 | — | 147 | — | 3,115 | 14,026 | 29 | 17,170 | 522 | 1998 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| St. Peters, MO | 2,309 | 386 | 5,521 | — | 108 | — | 386 | 5,595 | 34 | 6,015 | 207 | 1991 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Crystal Lake, IL | 2,622 | 1,325 | 6,056 | — | 4 | — | 1,325 | 6,058 | 2 | 7,385 | 215 | 1977 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Vegas, NV | 6,345 | 717 | 20,963 | — | 216 | — | 717 | 21,156 | 23 | 21,896 | 749 | 1996 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Panama City Beach, FL | 6,151 | 666 | 17,086 | — | 50 | — | 666 | 17,104 | 32 | 17,802 | 609 | 2008 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sarasota, FL | 5,203 | 1,076 | 13,597 | — | 19 | — | 1,076 | 13,602 | 14 | 14,692 | 484 | 2003 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sarasota, FL | 3,804 | 638 | 10,175 | — | 43 | — | 638 | 10,197 | 21 | 10,856 | 363 | 2001 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leesburg, FL | 2,406 | 1,272 | 5,888 | — | 33 | — | 1,272 | 5,910 | 11 | 7,193 | 210 | 1988 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Palm Bay, FL | 7,154 | 2,814 | 21,425 | — | 38 | — | 2,814 | 21,442 | 21 | 24,277 | 762 | 2000 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 4,617 | 1,878 | 8,719 | — | 85 | — | 1,878 | 8,801 | 3 | 10,682 | 315 | 1971 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hudson, FL | 3,252 | 669 | 6,092 | — | 41 | — | 669 | 6,092 | 41 | 6,802 | 218 | 2008 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Vegas, NV | 2,341 | 918 | 12,355 | — | 101 | — | 918 | 12,455 | 1 | 13,374 | 444 | 1984 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Vegas, NV | 2,211 | 829 | 11,275 | — | 43 | — | 829 | 11,286 | 32 | 12,147 | 403 | 1987 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ithaca, NY | 2,296 | 890 | 4,484 | — | 10 | — | 890 | 4,484 | 10 | 5,384 | 160 | 1988 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kissimmee, FL | — | 626 | 13,147 | — | 15 | — | 626 | 13,160 | 2 | 13,788 | 468 | 2015 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 3,707 | 2,126 | 5,628 | — | 73 | — | 2,126 | 5,701 | — | 7,827 | 203 | 1983 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 2,544 | 1,053 | 4,583 | — | 8 | — | 1,053 | 4,588 | 3 | 5,644 | 164 | 1980 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. P. Carey 2023 10-K – 134 | |||||
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2023
(in thousands)
| Initial Cost to Company | Cost Capitalized Subsequent to Acquisition (a) | Increase (Decrease) in Net Investments (b) | Gross Amount at which Carried at Close of Period (c) (d) | Life on which Depreciation in Latest Statement of Income is Computed | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Buildings | Personal Property | Land | Buildings | Personal Property | Total | Accumulated Depreciation (d) | Date of Construction | Date Acquired | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 3,615 | 994 | 7,451 | — | 108 | — | 994 | 7,556 | 3 | 8,553 | 270 | 1980 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 3,632 | 1,295 | 6,318 | — | 36 | — | 1,295 | 6,354 | — | 7,649 | 226 | 1986 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 1,429 | 587 | 3,121 | — | 14 | — | 587 | 3,121 | 14 | 3,722 | 114 | 1985 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| El Paso, TX | 3,721 | 1,143 | 5,894 | — | 92 | — | 1,143 | 5,986 | — | 7,129 | 214 | 1980 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fernandina Beach, FL | 7,275 | 2,664 | 25,000 | — | 15 | — | 2,664 | 25,012 | 3 | 27,679 | 888 | 1986 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kissimmee, FL | 3,451 | 2,149 | 6,223 | — | 174 | — | 2,149 | 6,388 | 9 | 8,546 | 227 | 1981 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 2,760 | 1,350 | 6,257 | — | 12 | — | 1,350 | 6,257 | 12 | 7,619 | 223 | 1998 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston, TX | 2,960 | 1,112 | 8,044 | — | 82 | — | 1,112 | 8,094 | 32 | 9,238 | 289 | 2001 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Portland, OR | 6,354 | 994 | 10,176 | — | 1 | — | 994 | 10,176 | 1 | 11,171 | 361 | 2000 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Greensboro, NC | 4,040 | 1,389 | 15,175 | — | 178 | — | 1,389 | 15,275 | 78 | 16,742 | 546 | 1953 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Avondale, LA | 3,425 | 1,154 | 9,090 | — | — | — | 1,154 | 9,090 | — | 10,244 | 323 | 2008 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Washington, D.C. | — | 3,371 | 13,655 | — | — | — | 3,371 | 13,655 | — | 17,026 | 484 | 1962 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kissimmee, FL | — | 1,770 | 7,034 | — | 36 | — | 1,770 | 7,052 | 18 | 8,840 | 252 | 2000 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Milford, MA | — | 951 | 11,935 | — | 9 | — | 951 | 11,935 | 9 | 12,895 | 424 | 2003 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Millsboro, DE | — | 1,180 | 14,286 | — | — | — | 1,180 | 14,286 | — | 15,466 | 507 | 2001 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Castle, DE | — | 1,110 | 15,787 | — | — | — | 1,110 | 15,787 | — | 16,897 | 560 | 2005 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rehoboth, DE | 8,079 | 1,565 | 18,284 | — | 13 | — | 1,565 | 18,284 | 13 | 19,862 | 650 | 1999 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chicago, IL | — | 787 | 4,931 | — | 112 | — | 787 | 5,013 | 30 | 5,830 | 186 | 1990 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gilroy, CA | — | 3,058 | 13,014 | — | 42 | — | 3,058 | 13,029 | 27 | 16,114 | 465 | 1999 | Aug. 2022 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Little Rock, AR | — | 1,703 | 4,358 | — | — | — | 1,703 | 4,358 | — | 6,061 | 58 | 1996 | Jun. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Houston, TX | — | 3,701 | 8,945 | — | 14 | — | 3,701 | 8,945 | 14 | 12,660 | 80 | 2006 | Aug. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Knoxville, TN | — | 3,783 | 5,913 | — | — | — | 3,783 | 5,913 | — | 9,696 | 10 | 2008 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Springfield, TN | — | 1,587 | 3,651 | — | — | — | 1,587 | 3,651 | — | 5,238 | 6 | 1989 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bastrop, TX | — | 2,772 | 9,055 | — | — | — | 2,772 | 9,055 | — | 11,827 | 11 | 2020 | Dec. 2023 | 40 yrs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 208,721 | $ | 150,020 | $ | 1,021,083 | $ | 3,622 | $ | 71,695 | $ | 8,299 | $ | 150,084 | $ | 1,095,520 | $ | 9,115 | $ | 1,254,719 | $ | 80,057 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a)Consists of the cost of improvements subsequent to acquisition and acquisition costs, including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.
(b)The increase (decrease) in net investment was primarily due to (i) sales of properties, (ii) impairment charges, (iii) changes in foreign currency exchange rates, (iv) allowances for credit loss (Note 7), (v) reclassifications from net investments in direct financing leases to real estate subject to operating leases, and (vi) the amortization of unearned income from net investments in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received.
W. P. Carey 2023 10-K – 135 | |||||
(c)Excludes (i) gross lease intangible assets of $2.9 billion and the related accumulated amortization of $1.4 billion, (ii) gross lease intangible liabilities of $203.4 million and the related accumulated amortization of $66.5 million, (iii) net investments in sales-type leases of $835.7 million, (iv) sale-leasebacks classified as loans receivable of $236.6 million, (v) secured loans receivable of $11.3 million (as disclosed in Schedule IV – Mortgage Loans on Real Estate), (vi) assets held for sale, net of $37.1 million, and (vii) real estate under construction of $47.1 million.
(d)A reconciliation of real estate and accumulated depreciation follows:
W. P. Carey 2023 10-K – 136 | |||||
W. P. CAREY INC.
NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
| Reconciliation of Real Estate Subject to Operating Leases | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning balance | $ | 13,316,632 | $ | 11,677,185 | $ | 10,736,752 | |||||||||||
| Derecognition through the Spin-Off | (1,299,400) | — | — | ||||||||||||||
| Acquisitions | 984,283 | 997,937 | 1,144,757 | ||||||||||||||
| Reclassification to sales-type lease | (662,674) | — | — | ||||||||||||||
| Dispositions | (256,339) | (165,516) | (80,129) | ||||||||||||||
| Reclassification to operating properties | (221,028) | — | — | ||||||||||||||
| Foreign currency translation adjustment | 132,686 | (269,272) | (267,018) | ||||||||||||||
| Capital improvements | 54,667 | 29,419 | 14,589 | ||||||||||||||
| Reclassification to assets held for sale | (46,985) | (13,093) | (10,628) | ||||||||||||||
| Reclassification from real estate under construction | 40,479 | 147,982 | 86,179 | ||||||||||||||
| Reclassification from direct financing leases | 25,460 | 67,001 | 76,929 | ||||||||||||||
| Impairment charges | (17,885) | (36,624) | (24,246) | ||||||||||||||
| Acquisitions through CPA:18 Merger | — | 881,613 | — | ||||||||||||||
| Ending balance | $ | 12,049,896 | $ | 13,316,632 | $ | 11,677,185 | |||||||||||
| Reconciliation of Accumulated Depreciation for Real Estate Subject to Operating Leases | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning balance | $ | 1,672,091 | $ | 1,448,020 | $ | 1,206,912 | |||||||||||
| Depreciation expense | 326,719 | 298,972 | 286,347 | ||||||||||||||
| Derecognition through the Spin-Off | (214,977) | — | — | ||||||||||||||
| Reclassification to sales-type lease | (156,461) | — | — | ||||||||||||||
| Dispositions | (58,861) | (47,463) | (17,582) | ||||||||||||||
| Reclassification to operating real estate | (56,434) | — | — | ||||||||||||||
| Reclassification to assets held for sale | (16,539) | (1,038) | (2,359) | ||||||||||||||
| Foreign currency translation adjustment | 14,192 | (26,400) | (25,298) | ||||||||||||||
| Ending balance | $ | 1,509,730 | $ | 1,672,091 | $ | 1,448,020 | |||||||||||
| Reconciliation of Operating Real Estate | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning balance | $ | 1,077,326 | $ | 83,673 | $ | 83,476 | |||||||||||
| Reclassification from operating leases | 221,028 | — | — | ||||||||||||||
| Dispositions | (124,237) | — | — | ||||||||||||||
| Acquisitions | 45,469 | — | — | ||||||||||||||
| Reclassification from real estate under construction | 25,452 | 66,820 | — | ||||||||||||||
| Foreign currency translation adjustment | 5,088 | 3,526 | — | ||||||||||||||
| Capital improvements | 4,593 | 1,146 | 197 | ||||||||||||||
| Acquisitions through CPA:18 Merger | — | 922,161 | — | ||||||||||||||
| Ending balance | $ | 1,254,719 | $ | 1,077,326 | $ | 83,673 | |||||||||||
W. P. Carey 2023 10-K – 137 | |||||
| Reconciliation of Accumulated Depreciation for Operating Real Estate | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning balance | $ | 28,295 | $ | 16,750 | $ | 14,004 | |||||||||||
| Reclassification from operating leases | 56,434 | — | — | ||||||||||||||
| Dispositions | (34,580) | — | — | ||||||||||||||
| Depreciation expense | 29,840 | 11,541 | 2,746 | ||||||||||||||
| Foreign currency translation adjustment | 68 | 4 | — | ||||||||||||||
| Ending balance | $ | 80,057 | $ | 28,295 | $ | 16,750 | |||||||||||
At December 31, 2023, the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $15.9 billion.
W. P. Carey 2023 10-K – 138 | |||||
W. P. CAREY INC.
SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE
December 31, 2023
(dollars in thousands)
| Interest Rate | Final Maturity Date | Carrying Amount | ||||||||||||||||||
| Description | ||||||||||||||||||||
| Financing agreement — observation wheel | 7.5 | % | Jun. 2024 | $ | 11,250 | |||||||||||||||
| $ | 11,250 | |||||||||||||||||||
| Reconciliation of Mortgage Loans on Real Estate | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Beginning balance | $ | 39,250 | $ | 24,143 | $ | 24,143 | |||||||||||
| Repayments | (28,000) | (34,000) | — | ||||||||||||||
| — | 28,000 | — | |||||||||||||||
| Gain on repayment of secured loan receivable | — | 10,613 | — | ||||||||||||||
| — | 10,494 | — | |||||||||||||||
| Ending balance | $ | 11,250 | $ | 39,250 | $ | 24,143 | |||||||||||
W. P. Carey 2023 10-K – 139 | |||||
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.
Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2023 at a reasonable level of assurance.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting at December 31, 2023. In making this assessment, we used criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we concluded that, at December 31, 2023, our internal control over financial reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and in connection therewith, PricewaterhouseCoopers LLP has issued an attestation report on the Company’s effectiveness of internal controls over financial reporting as of December 31, 2023, as stated in their report in Item 8.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
W. P. Carey 2023 10-K – 140 | |||||
Item 9B. Other Information.
During the three months ended December 31, 2023, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
W. P. Carey 2023 10-K – 141 | |||||
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information will be contained in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive Compensation.
This information will be contained in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information will be contained in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information will be contained in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
This information will be contained in our definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
W. P. Carey 2023 10-K – 142 | |||||
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(1) and (2) — Financial statements and schedules: see index to financial statements and schedules included in Item 8.
(3) Exhibits:
The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 3.1 | Articles of Amendment and Restatement of W. P. Carey Inc. dated June 15, 2017 | |||||||||||||
| 3.2 | Fifth Amended and Restated Bylaws of W. P. Carey Inc. dated June 15, 2017 | |||||||||||||
| 4.1 | Form of Common Stock Certificate | |||||||||||||
| 4.2 | Indenture, dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank National Association, as trustee | |||||||||||||
| 4.3 | First Supplemental Indenture, dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.4 | Form of Global Note Representing $500,000,000 Aggregate Principal Amount of 4.60% Senior Notes due 2024 | |||||||||||||
| 4.5 | Third Supplemental Indenture, dated January 26, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.6 | Form of Note representing $450 Million Aggregate Principal Amount of 4.000% Senior Notes due 2025 | |||||||||||||
| 4.7 | Fourth Supplemental Indenture, dated as of September 12, 2016, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.8 | Form of Note representing $350 Million Aggregate Principal Amount of 4.250% Senior Notes due 2026 | |||||||||||||
| 4.9 | Indenture, dated as of November 8, 2016, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.10 | First Supplemental Indenture, dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
W. P. Carey 2023 10-K – 143 | |||||
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 4.11 | Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2024 | |||||||||||||
| 4.12 | Second Supplemental Indenture dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.13 | Form of Note representing €500 Million Aggregate Principal Amount of 2.125% Senior Notes due 2027 | |||||||||||||
| 4.14 | Third Supplemental Indenture dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.15 | Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2026 | |||||||||||||
| 4.16 | Fifth Supplemental Indenture, dated June 14, 2019, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.17 | Form of Note representing $325 Million Aggregate Principal Amount of 3.850% Senior Notes due 2029 | |||||||||||||
| 4.18 | Fourth Supplemental Indenture, dated as of September 19, 2019, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.19 | Form of Note representing €500 Million Aggregate Principal Amount of 1.350% Senior Notes due 2028 | |||||||||||||
| 4.20 | Description of Securities Registered under Section 12 of the Exchange Act | |||||||||||||
| 4.21 | Sixth Supplemental Indenture, dated October 14, 2020, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.22 | Form of Note representing $500 Million Aggregate Principal Amount of 2.400% Senior Notes due 2031 | |||||||||||||
| 4.23 | Seventh Supplemental Indenture, dated February 25, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.24 | Form of Note representing $425 Million Aggregate Principal Amount of 2.250% Senior Notes Due 2033 | |||||||||||||
| 4.25 | Fifth Supplemental Indenture dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | |||||||||||||
W. P. Carey 2023 10-K – 144 | |||||
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 4.26 | Form of Note representing €525 Million Aggregate Principal Amount of 0.950% Senior Notes Due 2030 | |||||||||||||
| 4.27 | Eighth Supplemental Indenture, dated October 15, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | |||||||||||||
| 4.28 | Form of Note representing $350 Million Aggregate Principal Amount of 2.450% Senior Notes due 2032 | |||||||||||||
| 4.29 | Form of Note Representing €150,000,000 Aggregate Principal Amount of 3.41% Senior Notes due 2029 | |||||||||||||
| 4.30 | Form of Note Representing €200,000,000 Aggregate Principal Amount of 3.70% Senior Notes due 2032 | |||||||||||||
10.1† | W. P. Carey Inc. 1997 Share Incentive Plan, as amended | |||||||||||||
10.2† | W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) Long-Term Incentive Program as amended and restated effective as of September 28, 2012 | |||||||||||||
10.3† | W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees | |||||||||||||
10.4† | Amended and Restated W. P. Carey Inc. 2009 Share Incentive Plan | |||||||||||||
10.5† | 2017 Annual Incentive Compensation Plan | |||||||||||||
10.6† | 2017 Share Incentive Plan | |||||||||||||
10.7† | Form of Share Option Agreement under the 2017 Share Incentive Plan | |||||||||||||
10.8† | Form of Restricted Share Agreement under the 2017 Share Incentive Plan | |||||||||||||
10.9† | Form of Restricted Share Unit Agreement under the 2017 Share Incentive Plan | |||||||||||||
10.10† | Form of Long-Term Performance Share Unit Award Agreement pursuant to the W. P. Carey Inc. 2017 Share Incentive Plan | |||||||||||||
10.11† | Form of Non-Employee Director Restricted Share Agreement under the 2017 Share Incentive Plan | |||||||||||||
W. P. Carey 2023 10-K – 145 | |||||
| Exhibit No. | Description | Method of Filing | ||||||||||||
10.12† | W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan | |||||||||||||
10.13† | W. P. Carey Inc. Non-Employee Director Stock Election Plan | |||||||||||||
| 10.14* | Loan Agreement, dated September 20, 2023, by and among JPMorgan Chase Bank, N.A. and the borrowers named therein | |||||||||||||
| 10.15* | Mezzanine Loan Agreement, dated September 20, 2023, between NLO Mezzanine Borrower and JPMorgan Chase Bank, N.A. | |||||||||||||
| 10.16* | Fifth Amended and Restated Credit Agreement, dated as of December 14, 2023, among W. P. Carey Inc., each Designated Borrower from time to time party thereto, certain Subsidiaries identified therein, as Guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | |||||||||||||
| 10.17 | Agency Agreement dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | |||||||||||||
| 10.18 | Agency Agreement dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | |||||||||||||
| 10.19 | Agency Agreement dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | |||||||||||||
| 10.20 | Agency Agreement dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | |||||||||||||
| 10.21 | Equity Sales Agreement, dated May 2, 2022, by and among W. P. Carey Inc. and each of Barclays Capital Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as agents, and each of Barclays Bank PLC, Bank of Montreal, The Bank of New York Mellon, Bank of America, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Regions Securities LLC, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers | |||||||||||||
| 10.22 | Form of Forward Confirmation | |||||||||||||
W. P. Carey 2023 10-K – 146 | |||||
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 10.23 | Note Purchase Agreement, dated August 31, 2022, by and among W. P. Carey Inc. and the purchasers listed in the purchaser schedule thereto | |||||||||||||
| 10.24* | Separation and Distribution Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties | |||||||||||||
| 10.25* | Tax Matters Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties | |||||||||||||
| 10.26* | Advisory Agreement, dated November 1, 2023, between W. P. Carey & Co. B.V. and Net Lease Office Properties | |||||||||||||
| 10.27* | Advisory Agreement, dated November 1, 2023, between W. P. Carey Management LLC and Net Lease Office Properties | |||||||||||||
| 18.1 | Preferability letter of Independent Registered Public Accounting Firm | |||||||||||||
| 21.1 | List of Registrant Subsidiaries | |||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | |||||||||||||
| 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 | |||||||||||||
| 97.1 | Clawback Policy | |||||||||||||
| 99.1 | Director and Officer Indemnification Policy | |||||||||||||
| 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 | ||||||||||||
W. P. Carey 2023 10-K – 147 | |||||
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 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 | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith | ||||||||||||
______________________
† The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K.
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
W. P. Carey 2023 10-K – 148 | |||||
Item 16. Form 10-K Summary.
None.
W. P. Carey 2023 10-K – 149 | |||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| W. P. Carey Inc. | |||||||||||
| Date: | February 9, 2024 | By: | /s/ ToniAnn Sanzone | ||||||||
| ToniAnn Sanzone | |||||||||||
| Chief Financial Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Jason E. Fox | Chief Executive Officer and Director | February 9, 2024 | ||||||||||||
| Jason E. Fox | (Principal Executive Officer) | |||||||||||||
| /s/ ToniAnn Sanzone | Chief Financial Officer | February 9, 2024 | ||||||||||||
| ToniAnn Sanzone | (Principal Financial Officer) | |||||||||||||
| /s/ Brian Zander | Chief Accounting Officer | February 9, 2024 | ||||||||||||
| Brian Zander | (Principal Accounting Officer) | |||||||||||||
| /s/ Christopher J. Niehaus | Chair of the Board and Director | February 9, 2024 | ||||||||||||
| Christopher J. Niehaus | ||||||||||||||
| /s/ Mark A. Alexander | Director | February 9, 2024 | ||||||||||||
| Mark A. Alexander | ||||||||||||||
| /s/ Constantin H. Beier | Director | February 9, 2024 | ||||||||||||
| Constantin H. Beier | ||||||||||||||
| /s/ Tonit M. Calaway | Director | February 9, 2024 | ||||||||||||
| Tonit M. Calaway | ||||||||||||||
| /s/ Peter J. Farrell | Director | February 9, 2024 | ||||||||||||
| Peter J. Farrell | ||||||||||||||
| /s/ Robert J. Flanagan | Director | February 9, 2024 | ||||||||||||
| Robert J. Flanagan | ||||||||||||||
| /s/ Margaret G. Lewis | Director | February 9, 2024 | ||||||||||||
| Margaret G. Lewis | ||||||||||||||
| /s/ Elisabeth T. Stheeman | Director | February 9, 2024 | ||||||||||||
| Elisabeth T. Stheeman | ||||||||||||||
| /s/ Nick J. M. van Ommen | Director | February 9, 2024 | ||||||||||||
| Nick J. M. van Ommen | ||||||||||||||
W. P. Carey 2023 10-K – 150 | |||||