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8-K - 8-K - W. P. Carey Inc.a13-23467_18k.htm

Exhibit 99.1

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed

pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended

Filing Person: W. P. Carey Inc.

Subject Company: Corporate Property Associates 16 – Global Incorporated

Commission File No.: 001-32162

 

 

FOR IMMEDIATE RELEASE

 

COMPANY CONTACT:

PRESS CONTACTS:

 

Kristin Brown

Kristina McMenamin

Guy Lawrence

W. P. Carey Inc.

W. P. Carey Inc.

Ross & Lawrence

212-492-8989

212-492-8995

212-308-3333

kbrown@wpcarey.com

kmcmenamin@wpcarey.com

gblawrence@rosslawpr.com

 

 

W. P. Carey Announces Third Quarter 2013 Financial Results

 

 

 

New York, NY – November 5, 2013 – W. P. Carey Inc. (NYSE: WPC), a real estate investment trust (“REIT”), today reported financial results for the third quarter ended September 30, 2013.

 

During the third quarter of 2013, the Company:

 

·                  Reported Funds from operations—as adjusted (“AFFO”) of $1.03 per diluted share

 

·                  Announced a merger agreement with Corporate Property Associates 16 – Global Incorporated (“CPA®:16 – Global”)

 

·                  Structured $428.9 million of investments on behalf of the Managed REITs

 

·                  Raised its annualized dividend rate to $3.44 per share, WPC’s 50th consecutive quarterly increase

 

QUARTERLY RESULTS

 

·                  AFFO for the third quarter of 2013 was $71.1 million or $1.03 per diluted share, compared to $33.9 million or $0.82 per diluted share for the third quarter of 2012. AFFO for the nine months ended September 30, 2013 was $216.0 million or $3.09 per diluted share, compared to $101.8 million or $2.48 per diluted share for the comparable period in 2012. The increased AFFO in the three and nine months ended September 30, 2013 as compared to the same periods in 2012 was primarily due to income from the properties we acquired in our merger with Corporate Property Associates 15 – Incorporated (“CPA®:15”) on September 28, 2012 (the “CPA®:15 Merger”) partially offset by the cessation of asset management revenue received from CPA®:15 after the CPA®:15 Merger was completed. Per share data for the 2013 periods also reflects the issuance of 28.2 million shares in connection with the CPA®:15 Merger to the stockholders of CPA®:15. Further information concerning AFFO, a non-GAAP supplemental performance metric, is presented in the accompanying tables and related notes.

 

·                  Total revenues net of reimbursed expenses for the third quarter of 2013 were $114.7 million, compared to $49.4 million for the third quarter of 2012. Total revenues net of reimbursed expenses for the nine months ended September 30, 2013 were $316.7 million, compared to $143.8 million for the comparable period in 2012. Reimbursed expenses are excluded from total revenues because they have no impact on net income.

 

·                  Net Income for the third quarter of 2013 was $18.5 million, compared to $2.6 million for the same period in 2012. Net Income for the nine months ended September 30, 2013 was $75.9 million, compared to $46.7 million for the prior year period.

 

 

 

 

 

 

 

 

 

 

1


 

·                  For the quarter ended September 30, 2013, we received approximately $14.5 million in cash distributions from our equity ownership in the Managed REITs including $7.3 million in Available Cash distributions related to our special general partnership interests in the Managed REITs.

 

W. P. CAREY OWNED PORTFOLIO UPDATE

 

·                  In September 2013, W. P. Carey acquired an office facility of the Department of State for Communities and Local Government, a department of the UK Government, located in Manchester, UK. The total acquisition cost of the facility was approximately $63.3 million (GBP40.0 million/EUR47.0 million). Year to date, W. P. Carey has completed five transactions for a total investment of $248.5 million.

 

·                  During the third quarter of 2013, W. P. Carey disposed of three properties for total proceeds of $7.6 million.

 

·                  The W. P. Carey owned portfolio currently consists primarily of 421 leased properties comprising 39.4 million square feet leased to 125 corporate tenants. The average lease term of the portfolio is 8.7 years and the occupancy rate is 99.0%.

 

W. P. CAREY MANAGED PORTFOLIO UPDATE

 

·                  W. P. Carey is the advisor to the CPA® REITs and Carey Watermark Investors Incorporated (“CWI”), which had aggregate real estate assets of $8.6 billion, cash of approximately $0.8 billion and total assets of $9.3 billion as of September 30, 2013. The average occupancy rate for the 78.6 million square feet owned by the CPA® REITs was 98.8%.

 

·                  CPA®:17 – GLOBAL: During the third quarter of 2013, we structured eight new investment transactions totaling $209.3 million on behalf of CPA®:17 – Global. Year to date, through October 31, 2013, we have structured $437.6 million of new investments on behalf of CPA®:17 – Global.

 

·                  CPA®:18 – GLOBAL: Year to date, through October 31, 2013, CPA®:18 – Global, our newest publicly-registered non-traded REIT offering, has raised approximately $65.6 million.

 

·                  CWI: Through the closing of its initial public offering on September 15, 2013, CWI, our lodging-focused non-traded REIT offering, raised approximately $582.4 million, inclusive of reinvested distributions through the distribution reinvestment plan. Year to date, through October 31, 2013, CWI has invested in 11 hotels for a total of $606.7 million, inclusive of two hotels during the third quarter of 2013 for $161.8 million.

 

On October 25, 2013, CWI filed a registration statement with the SEC for a possible public offering of up to an additional $350 million of its common stock. There can be no assurance that CWI will actually commence the follow-on offering or successfully sell the full number of shares registered, if any.

 

PROPOSED MERGER WITH CPA®:16 – GLOBAL

 

·                  On July 25, 2013, we announced that our Board of Directors and the Board of Directors of our publicly held, non-traded REIT affiliate, CPA®:16 – Global had each unanimously approved a merger agreement pursuant to which CPA®:16 – Global will merge with and into a subsidiary of W. P. Carey in a transaction valued at approximately $4.0 billion, including debt. Following the proposed merger, the combined company is expected to have an equity market capitalization of approximately $6.5 billion and a total enterprise value of approximately $10.0 billion.

 

·                  The proposed merger is subject to the approvals of the stockholders of both W. P. Carey and CPA®:16 – Global and other customary closing conditions. If the proposed merger is approved and the other closing conditions are satisfied, we currently expect that the closing will occur during the first quarter of 2014, although there can be no assurance that the transaction will close at such time, if at all.

 

 

 

 

 

 

 

 

 

 

 

2


 

DIVIDENDS

 

·                  As previously announced, the W. P. Carey Board of Directors raised the quarterly cash dividend to $0.86 per share for the third quarter of 2013. This represents a 2.4% increase from the second quarter of 2013 and a 32.3% increase over the third quarter of 2012. The dividend—our 50th consecutive quarterly increase—was paid on October 15, 2013 to stockholders of record as of September 30, 2013.

 

·                  W. P. Carey President and CEO Trevor Bond, noted, “The third quarter marks the conclusion of our first full year as a REIT and also included another significant milestone for the company with the announcement of our proposed merger with CPA®:16 – Global. This transaction will further increase our real estate assets under ownership and reinforce our status as a leading global net-lease REIT. While we continue to closely monitor the current economic environment, we believe that the strength our business model and adhering to our established, conservative investment criteria will enable us to continue providing steady income to both our stockholders and investors in our Managed REITs.”

 

Conference Call and Audio Webcast Scheduled for 11:00 AM (ET)

Please call at least 10 minutes prior to call to register.

Time: Tuesday, November 5, 2013 at 11:00 AM (ET)

Call-in Number: 800-860-2442

(International) +1-412-858-4600

Webcast: www.wpcarey.com/Q3earnings

Podcast: www.wpcarey.com/podcast

Available after 2:00 PM (ET)

Replay Number: 877-344-7529

(International) + 1-412-317-0088

Replay Passcode: 10033805

Replay available until November 15, 2013 at 9:00 AM (ET).

 

W. P. Carey Inc.

Celebrating its 40th anniversary, W. P. Carey Inc. is a publicly traded REIT (NYSE: WPC) that provides long-term sale-leaseback and build-to-suit financing for companies worldwide and owns and manages an investment portfolio totaling approximately $15.8 billion. The largest owner/manager of net lease assets, WPC’s corporate finance-focused credit and real estate underwriting process is a constant that has been successfully leveraged across a wide variety of industries and property types. Its portfolio of long-term leases with creditworthy tenants has an established history of generating stable cash flows that have enabled the Company to deliver consistent dividend income to investors for nearly four decades. www.wpcarey.com

 

This press release contains forward-looking statements within the meaning of the Federal securities laws. Examples of such forward-looking statements include, but are not limited to, statements regarding the proposed merger and the statements made by Mr. Bond. A number of factors could cause W. P. Carey’s actual results, performance or achievement to differ materially from those anticipated. Among those risks, trends and uncertainties are the general economic climate; the supply of and demand for office and industrial properties; interest rate levels; the availability of financing; and other risks associated with the acquisition and ownership of properties, including risks that the tenants will not pay rent, or that costs may be greater than anticipated. For further information on factors that could impact W. P. Carey or the combined company after the proposed merger, reference is made to W. P. Carey’s filings with the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

W. P. CAREY INC.

 

Financial Highlights (Unaudited)

(in thousands, except per share amounts)

 

These financial highlights include the non-GAAP financial measure, funds from operations — as adjusted (“AFFO”). A description of this non-GAAP financial measure and a reconciliation to the most directly comparable GAAP measure is provided on the following pages.

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net Income

 

 $

18,506

 

 $

2,588

 

 $

75,854

 

 $

46,654

 

 

 

 

 

 

 

 

 

 

 

AFFO from real estate ownership

 

 $

61,629

 

 $

38,088

 

 $

196,887

 

 $

94,806

 

AFFO from investment management

 

9,516

 

(4,169)

 

19,151

 

7,004

 

Total AFFO

 

 $

71,145

 

 $

33,919

 

 $

216,038

 

 $

101,810

 

 

 

 

 

 

 

 

 

 

 

Per Share (Diluted)

 

 

 

 

 

 

 

 

 

Net Income

 

 $

0.27

 

 $

0.06

 

 $

1.08

 

 $

1.12

 

 

 

 

 

 

 

 

 

 

 

AFFO from real estate ownership

 

 $

0.89

 

 $

0.92

 

 $

2.82

 

 $

2.31

 

AFFO from investment management

 

0.14

 

(0.10)

 

0.27

 

0.17

 

Total AFFO

 

 $

1.03

 

 $

0.82

 

 $

3.09

 

 $

2.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 


 

W. P. CAREY INC.

 

Consolidated Balance Sheets (Unaudited)

(in thousands)

 

 

 

September 30, 2013

 

December 31, 2012

 

Assets

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

Real estate, at cost

 

$

2,515,475

 

$

2,334,488

 

Operating real estate, at cost

 

83,896

 

99,703

 

Accumulated depreciation

 

(170,085)

 

(136,068)

 

Net investments in properties

 

2,429,286

 

2,298,123

 

Net investments in direct financing leases

 

360,240

 

376,005

 

Assets held for sale

 

17,975

 

1,445

 

Equity investments in real estate and the Managed REITs

 

557,513

 

565,626

 

Net investments in real estate

 

3,365,014

 

3,241,199

 

Cash

 

93,620

 

123,904

 

Due from affiliates

 

42,249

 

36,002

 

Goodwill

 

327,973

 

329,132

 

In place lease, net

 

487,527

 

447,278

 

Above-market rent, net

 

261,900

 

279,885

 

Other intangible assets, net

 

15,519

 

10,200

 

Other assets, net

 

132,558

 

141,442

 

Total assets

 

$

4,726,360

 

$

4,609,042

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Liabilities:

 

 

 

 

 

Non-recourse debt

 

$

1,685,556

 

$

1,715,397

 

Senior credit facility

 

490,000

 

253,000

 

Accounts payable, accrued expenses and other liabilities

 

282,489

 

265,132

 

Income taxes, net

 

11,232

 

24,959

 

Distributions payable

 

59,439

 

45,700

 

Total liabilities

 

2,528,716

 

2,304,188

 

Redeemable noncontrolling interest

 

7,316

 

7,531

 

Redeemable securities - related party

 

-

 

40,000

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

W. P. Carey stockholders’ equity:

 

 

 

 

 

Common stock

 

69

 

69

 

Preferred stock (None issued)

 

-

 

-

 

Additional paid-in capital

 

2,243,186

 

2,175,820

 

Distributions in excess of accumulated earnings

 

(273,850)

 

(172,182)

 

Deferred compensation obligation

 

11,354

 

8,358

 

Accumulated other comprehensive income (loss)

 

8,626

 

(4,649)

 

Less, treasury stock at cost

 

(60,270)

 

(20,270)

 

Total W. P. Carey stockholders’ equity

 

1,929,115

 

1,987,146

 

Noncontrolling interests

 

261,213

 

270,177

 

Total equity

 

2,190,328

 

2,257,323

 

Total liabilities and equity

 

$

4,726,360

 

$

4,609,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5


 

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenues

 

 

 

 

 

 

 

 

 

Lease revenues:

 

 

 

 

 

 

 

 

 

Rental income

 

$

68,391

 

$

14,245

 

$

199,778

 

$

43,401

 

Interest income from direct financing leases

 

9,235

 

1,881

 

28,158

 

5,919

 

Total lease revenues

 

77,626

 

16,126

 

227,936

 

49,320

 

Asset management revenue from affiliates

 

10,961

 

15,850

 

31,330

 

47,088

 

Structuring revenue from affiliates

 

14,775

 

8,316

 

27,539

 

19,576

 

Dealer manager fees

 

3,787

 

4,012

 

7,329

 

11,878

 

Reimbursed costs from affiliates

 

23,259

 

19,879

 

50,694

 

59,100

 

Other real estate income

 

7,506

 

5,095

 

22,547

 

15,977

 

 

 

137,914

 

69,278

 

367,375

 

202,939

 

Operating Expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

28,761

 

28,930

 

84,733

 

77,701

 

Merger and acquisition expenses

 

3,630

 

25,897

 

6,879

 

30,616

 

Reimbursable costs

 

23,259

 

19,879

 

50,694

 

59,100

 

Depreciation and amortization

 

31,560

 

6,120

 

92,741

 

18,549

 

Property expenses

 

5,746

 

2,069

 

16,307

 

7,112

 

Other real estate expenses

 

1,654

 

1,557

 

5,064

 

4,619

 

Impairment charges

 

1,416

 

-

 

1,416

 

-

 

 

 

96,026

 

84,452

 

257,834

 

197,697

 

Other Income and Expenses

 

 

 

 

 

 

 

 

 

Other interest income

 

367

 

252

 

1,053

 

910

 

Net income from equity investments in real estate and the Managed REITs

 

9,180

 

10,477

 

52,377

 

52,808

 

Gain on change in control of interests

 

-

 

20,794

 

-

 

20,794

 

Other income and (expenses)

 

2,484

 

503

 

5,453

 

2,026

 

Interest expense

 

(27,482)

 

(7,845)

 

(81,187)

 

(22,253)

 

 

 

(15,451)

 

24,181

 

(22,304)

 

54,285

 

Income from continuing operations before income taxes

 

26,437

 

9,007

 

87,237

 

59,527

 

Provision for income taxes

 

(5,375)

 

(379)

 

(3,020)

 

(192)

 

Income from continuing operations

 

21,062

 

8,628

 

84,217

 

59,335

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

Income (loss) from operations of discontinued properties

 

349

 

(458)

 

3,332

 

(1,060)

 

Gain (loss) on sale of real estate

 

239

 

(409)

 

622

 

(888)

 

Gain on extinguishment of debt

 

-

 

-

 

84

 

-

 

Impairment charges

 

-

 

(5,535)

 

(4,950)

 

(12,262)

 

Income (loss) from discontinued operations, net of tax

 

588

 

(6,402)

 

(912)

 

(14,210)

 

Net Income

 

21,650

 

2,226

 

83,305

 

45,125

 

Net (income) loss attributable to noncontrolling interests

 

(2,912)

 

325

 

(7,312)

 

1,383

 

Net (income) loss attributable to redeemable noncontrolling interest

 

(232)

 

37

 

(139)

 

146

 

Net Income Attributable to W. P. Carey

 

$

18,506

 

$

2,588

 

$

75,854

 

$

46,654

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to W. P. Carey

 

$

0.26

 

$

0.22

 

$

1.11

 

$

1.49

 

Income (loss) from discontinued operations attributable to W. P. Carey

 

0.01

 

(0.16)

 

(0.01)

 

(0.35)

 

Net income attributable to W. P. Carey

 

$

0.27

 

$

0.06

 

$

1.10

 

$

1.14

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to W. P. Carey

 

$

0.26

 

$

0.21

 

$

1.09

 

$

1.47

 

Income (loss) from discontinued operations attributable to W. P. Carey

 

0.01

 

(0.15)

 

(0.01)

 

(0.35)

 

Net income attributable to W. P. Carey

 

$

0.27

 

$

0.06

 

$

1.08

 

$

1.12

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

Basic

 

68,397,176

 

40,366,298

 

68,719,264

 

40,398,433

 

Diluted

 

69,400,825

 

41,127,404

 

69,846,320

 

41,029,578

 

 

 

 

 

 

 

 

 

 

 

Amounts Attributable to W. P. Carey

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

 

$

18,021

 

$

8,990

 

$

76,920

 

$

60,864

 

Income (loss) from discontinued operations, net of tax

 

485

 

(6,402)

 

(1,066)

 

(14,210)

 

Net income attributable to W. P. Carey

 

$

18,506

 

$

2,588

 

$

75,854

 

$

46,654

 

 

 

 

 

 

 

 

 

 

 

 

6

 


 

W. P. CAREY INC.

Reconciliation of Net Income to Funds From Operations — as adjusted (AFFO) (Unaudited)

(in thousands, except share and per share amounts)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Real Estate Ownership

 

 

 

 

 

 

 

 

 

Net income from real estate ownership attributable to W. P. Carey

 

$

13,695

 

$

1,927

 

$

73,494

 

$

39,388

 

Adjustments:

 

 

 

 

 

 

 

 

 

Depreciation and amortization of real property

 

30,483

 

5,510

 

90,340

 

17,330

 

Impairment charges

 

1,416

 

5,534

 

6,366

 

12,262

 

Gain on sale of real estate, net

 

(239)

 

(59)

 

(289)

 

(1,564)

 

Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at FFO

 

2,365

 

888

 

(10,785)

 

(12,899)

 

Proportionate share of adjustments for noncontrolling interests to arrive at FFO

 

(4,252)

 

(400)

 

(12,766)

 

(1,268)

 

Total adjustments

 

29,773

 

11,473

 

72,866

 

13,861

 

FFO (as defined by NAREIT) - Real Estate Ownership

 

43,468

 

13,400

 

146,360

 

53,249

 

Adjustments:

 

 

 

 

 

 

 

 

 

Gain on change in control of interests

 

-

 

(20,794)

 

-

 

(20,794)

 

Gain on extinguishment of debt

 

(143)

 

-

 

(210)

 

-

 

Other gains, net

 

(32)

 

-

 

(302)

 

-

 

Other depreciation, amortization and non-cash charges

 

(707)

 

(130)

 

(422)

 

(106)

 

Stock-based compensation

 

259

 

-

 

1,344

 

-

 

Deferred tax expense

 

(732)

 

(917)

 

(1,778)

 

(2,101)

 

Acquisition expenses (a)

 

1,076

 

-

 

3,985

 

-

 

Realized losses on foreign currency, derivatives and other (b)

 

67

 

115

 

221

 

657

 

Amortization of deferred financing costs

 

713

 

509

 

1,773

 

1,375

 

Straight-line and other rent adjustments

 

(1,930)

 

(200)

 

(6,376)

 

(2,198)

 

Above- and below-market rent intangible lease amortization, net (a)

 

7,330

 

51

 

21,823

 

162

 

Merger expenses (c)

 

2,463

 

35,570

 

2,792

 

40,289

 

Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at AFFO

 

306

 

(25)

 

863

 

(804)

 

AFFO adjustments to equity earnings from equity investments

 

10,961

 

10,650

 

30,928

 

25,263

 

Proportionate share of adjustments for noncontrolling interests to arrive at AFFO

 

(1,470)

 

(141)

 

(4,114)

 

(186)

 

Total adjustments

 

18,161

 

24,688

 

50,527

 

41,557

 

AFFO - Real Estate Ownership

 

$

61,629

 

$

38,088

 

$

196,887

 

$

94,806

 

 

 

 

 

 

 

 

 

 

 

Investment Management

 

 

 

 

 

 

 

 

 

Net income from investment management attributable to W. P. Carey

 

$

4,811

 

$

661

 

$

2,360

 

$

7,266

 

FFO (as defined by NAREIT) - Investment Management

 

$

4,811

 

$

661

 

$

2,360

 

$

7,266

 

Adjustments:

 

 

 

 

 

 

 

 

 

Other depreciation, amortization and other non-cash charges

 

264

 

247

 

779

 

735

 

Stock-based compensation

 

7,594

 

9,805

 

24,087

 

19,560

 

Deferred tax expense

 

(3,550)

 

(15,207)

 

(9,112)

 

(21,430)

 

Realized (gains) losses on foreign currency (b)

 

(7)

 

17

 

(3)

 

(6)

 

Amortization of deferred financing costs

 

404

 

308

 

1,040

 

879

 

Total adjustments

 

4,705

 

(4,830)

 

16,791

 

(262)

 

AFFO - Investment Management

 

$

9,516

 

$

(4,169)

 

$

19,151

 

$

7,004

 

 

 

 

 

 

 

 

 

 

 

Total Company

 

 

 

 

 

 

 

 

 

FFO (as defined by NAREIT)

 

$

48,279

 

$

14,061

 

$

148,720

 

$

60,515

 

FFO (as defined by NAREIT) per diluted share

 

0.70

 

0.34

 

2.13

 

1.47

 

AFFO

 

$

71,145

 

$

33,919

 

$

216,038

 

$

101,810

 

AFFO per diluted share

 

1.03

 

0.82

 

3.09

 

2.48

 

Diluted weighted average shares outstanding

 

69,400,825

 

41,127,404

 

69,846,320

 

41,029,578

 

 

__________

 

(a)         Prior to the second quarter of 2013, this amount was insignificant and therefore not included in the AFFO calculation.

(b)         These adjustments are significant and recurring subsequent to the CPA®:15 Merger and were not included in the AFFO calculation for the three and nine months ended September 30, 2012.

(c)          The three and nine months ended September 30, 2012 include current income tax expense of $9.6 million related to the cancellation of CPA®:15 shares held by us upon the CPA®:15 Merger.

 

 

 

 

 

 

 

 

 

 

 

7


 

Non-GAAP Financial Disclosure

 

Funds from operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss (as computed in accordance with GAAP) excluding: depreciation and amortization expense from real estate assets, impairment charges on real estate, gains or losses from sales of depreciated real estate assets and extraordinary items; however FFO related to assets held for sale, sold or otherwise transferred and included in the results of discontinued operations are included. These adjustments also incorporate the pro rata share of unconsolidated subsidiaries. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers. Although NAREIT has published this definition of FFO, companies often modify this definition as they seek to provide financial measures that meaningfully reflect their distinctive operations. We modify the NAREIT computation of FFO to include other adjustments to GAAP net income to adjust for certain non-cash charges such as amortization of intangibles, deferred income tax benefits and expenses, straight-line rents, stock compensation, gains or losses from extinguishment of debt and deconsolidation of subsidiaries and unrealized foreign currency exchange gains and losses. 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 expenses related to the CPA®:15 Merger and realized gain/losses on foreign exchange and 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 as they are not the primary drivers in our decision making process and excluding those items provides investors a view of our portfolio performance over time and make it more comparable to other REITs which are currently not engaged in acquisitions and mergers. 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 because it will help them to better assess the sustainability of our operating performance without potentially distorting the 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8