-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOrTWmjm6uiKhBuF0ytyVtYP7A2omOz+R0QUP4KCNoeDopPK8BieyoMyf2Sd4EsC YR42Po5zDDg4dPNhgFkXlw== 0000950123-07-007051.txt : 20070509 0000950123-07-007051.hdr.sgml : 20070509 20070509080030 ACCESSION NUMBER: 0000950123-07-007051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAREY W P & CO LLC CENTRAL INDEX KEY: 0001025378 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133912578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13779 FILM NUMBER: 07830333 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED LLC DATE OF NAME CHANGE: 19971017 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED PROPERTIES LLC DATE OF NAME CHANGE: 19961017 8-K 1 y34269e8vk.htm FORM 8-K 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2007
W. P. Carey & Co. LLC
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of incorporation)
  001-13779
(Commission File Number)
  13-3912578
(I.R.S. Employer Identification No.)
     
50 Rockefeller Plaza
New York, New York

(Address of principal executive offices)
   
10020
(Zip code)
(212) 492-1100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 2.02 Results of Operations and Financial Condition.
On May 9, 2007, the registrant issued an earnings release announcing its financial results for the quarter ended March 31, 2007. A copy of the earnings release is attached as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
     
Exhibit 99.1
  Earnings release of the registrant for the quarter ended March 31, 2007.
SIGNATURES
Pursuant to the requirements 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 & Co. LLC
 
 
Date: May 9, 2007  By:   /s/ Mark J. DeCesaris    
    Mark J. DeCesaris   
    Managing Director and
acting Chief Financial Officer 
 
 

 

EX-99.1 2 y34269exv99w1.htm EX-99.1: EARNINGS RELEASE EX-99.1
 

EXHIBIT 99.1
     
FOR IMMEDIATE RELEASE
   
PRESS CONTACT:
   
Kristina McMenamin
  Guy Lawrence
W. P. Carey & Co. LLC
  Ross & Lawrence
212-492-8995
  212-308-3333
kmcmenamin@wpcarey.com
  gblawrence@rosslawpr.com
W. P. Carey Reports First Quarter Financial Results
New York, NY — May 9, 2007 — Investment firm W. P. Carey & Co. LLC (NYSE: WPC) today reported financial results for the first quarter, ended March 31, 2007.
QUARTERLY RESULTS
    Total revenues for the first quarter of 2007 were $45.9 million, as compared to $47.8 million for the same period in 2006. The decrease in total revenues resulted from a $5.3 million decrease in structuring revenue, reflecting a reduction in investment volume and a change in the mix of investment volume between the CPA® REITs. Recurring revenues, including asset management revenue and lease revenues, increased from the prior period, as did other real estate income.
 
    Net income for the first quarter of 2007 was $10.8 million, as compared to $11.1 million for the same period in 2006.
 
    Diluted earnings per share (EPS) for the first quarter 2007 were $0.27 as compared to $0.29 for the same period in 2006.
 
    Funds from operations (FFO) for the first quarter 2007 was $0.47 per diluted share, or $18.6 million, as compared to $0.57 per diluted share, or $21.8 million, for the comparable period in 2006. The higher 2006 amount primarily reflects the effect of adding back impairment charges of $3.4 million in calculating FFO for the first quarter of 2006.
 
    Income from continuing operations for the first quarter 2007 was $10.9 million, as compared to $15 million for the same period in 2006. Lower investment volume and a change in the mix of investment volume between the CPA® REITs as well as increased costs at our hotel operations as a result of renovation work contributed to this decrease.
 
    Deferred revenue related to providing services to CPA®:16 — Global was $5.4 million for the quarter ended March 31, 2007 and the cumulative total was $45.9 million. CPA®:16 — Global is expected to meet its cumulative performance criterion by June 30, 2007, at which time we would recognize the cumulative deferred revenue.
 
    Cash flows from operating activities were negative for the period as a result of payment in the first quarter of taxes totaling $21 million on revenue earned in the CPA®:12/CPA®:14 merger, income from which was recognized in the fourth quarter of 2006.

 


 

    The Board of Directors raised the quarterly cash distribution to $0.462 per share, which was paid on April 16, 2007 to shareholders on record as of March 31, 2006.
INVESTMENT ACTIVITY
    In the first quarter of 2007, we structured five investments totaling approximately $167 million on behalf of our CPA® series of funds. Substantially all of these investments were made on behalf of CPA®:16 — Global, with 24% being international transactions.
 
    Our investment volume reached $639 million through April, as compared with $303 million for the previous year, an increase of 111%. This volume increase reflects a substantial investment in Germany that closed during April.
GROWTH IN ASSETS UNDER MANAGEMENT
    The CPA® series of non-traded REITs had assets valued at approximately $7.5 billion on March 31, 2007 — an increase of approximately $900 million or 14% from the first quarter of 2006.
 
    Since 2001, the Company’s assets under management have had an annual compound growth rate of 25%.
 
    As of May 1, W. P. Carey has over 100 million square feet under ownership and management.
IMPROVED CORPORATE STRUCTURE
    Our Board of Directors has approved a plan to transfer all of W. P. Carey’s real estate assets into a wholly owned REIT subsidiary. This restructuring, which is expected to be completed prior to year-end, is intended to eliminate shareholder filing of state and local taxes and UBTI (unrelated business taxable income) and result in a much simpler Schedule K-1 for our shareholders. We believe that the restructuring will provide benefits to our current shareholders as well as broaden our potential investor base.
CPA®:17 — GLOBAL
    In February 2007, we formed CPA®:17 — Global for the purpose of investing in a diversified portfolio of income-producing commercial properties and other real estate assets both domestically and internationally. We expect to launch the up to $2.5 billion offering later this year.
UPCOMING EVENTS

 


 

    Gordon DuGan, President and CEO; Tom Zacharias, COO; and Mark DeCesaris, Acting CFO, will be presenting at A.G. Edwards’ Yield Conference at the New York Palace Hotel on May 15, 2007.
 
    W. P. Carey will be presenting at BMO Capital Market’s Non-Traded REIT Forum in New York City on May 30, 2007.
 
    W. P. Carey’s Company Presentation at NAREIT’s REITWeek will take place on June 5, 2007 and will be moderated by David AuBuchon of A.G. Edwards & Sons.
 
    The Board of Directors announced that the 2007 Annual Shareholder Meeting will take place on Thursday, June 14 at 2:00 PM at The Rainbow Room, Pegasus Suite, located at 30 Rockefeller Plaza in New York City. All shareholders are invited to attend. In addition, a live webcast of the event will be available on the Company’s website and will be archived on the website following the meeting.
“2007 is looking to be a very successful year for W. P. Carey,” said President and CEO, Gordon F. DuGan. “Although our investment volume and structuring revenues were down for the first quarter compared to the previous year, we have closed several key acquisitions in the second quarter which will serve as building blocks for a strong 2007. In addition, meeting the performance hurdle for CPA®:16 — Global this quarter will remove the issue of deferred revenue from future results. We have a lot to look forward to this year and believe our new corporate structure will be a positive event for our shareholders.”
CONFERENCE CALL & WEBCAST
Please call at least 10 minutes prior to call to register
Time: Wednesday, May 9, 2007 at 11:00 AM (ET)
Call-in Number: 1-877-407-0782
(International) +1-201-689-8567
Webcast: www.wpcarey.com/earnings
Podcast: www.wpcarey.com/podcast
Available after 2:00 PM (ET)
Replay Number: 1- 877-660-6853
(International) +1-201-612-7415
Replay Access Codes: Account # 286 and Conference ID # 238840. Please note that both access codes are required for playback. Replay Available until May 16, 2007 at midnight ET.
W. P. Carey & Co. LLC

 


 

Founded in 1973, W. P. Carey & Co. LLC is a leading global real estate investment firm. The Company provides asset management services to its CPA® series of income generating real estate funds. With over $5 billion in equity capital, the W. P. Carey Group is one of the largest providers of net lease financing for corporations worldwide. The Group owns more than 800 commercial and industrial properties in 14 countries, representing over 100 million square feet, valued at approximately $9.2 billion. www.wpcarey.com
Individuals interested in receiving future updates on W. P. Carey via e-mail can register at www.wpcarey.com/alerts.
This press release contains forward-looking statements within the meaning of the Federal securities laws. A number of factors could cause the company’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 the company, reference is made to the company’s filings with the Securities and Exchange Commission.
W. P. Carey & Co. LLC
50 Rockefeller Plaza
New York, NY 10020

www.wpcarey.com

 


 

W. P. CAREY & CO. LLC
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
                 
    Three months ended March 31,  
    2007     2006  
Revenues
               
Asset management revenue
  $ 15,034     $ 14,362  
Structuring revenue
    4,583       9,892  
Reimbursed costs from affiliates
    3,475       2,998  
Lease revenues
    19,632       18,127  
Other real estate income
    3,174       2,383  
 
           
 
    45,898       47,762  
 
           
Operating Expenses
               
General and administrative
    (12,237 )     (11,158 )
Reimbursable costs
    (3,475 )     (2,998 )
Depreciation and amortization
    (6,944 )     (5,970 )
Property expenses
    (1,420 )     (1,668 )
Other real estate expenses
    (2,524 )     (1,567 )
 
           
 
    (26,600 )     (23,361 )
 
           
Other Income and Expenses
               
Other interest income
    598       727  
Income from equity investments in real estate
    2,438       1,550  
Minority interest in income
    (331 )     (862 )
Gain on sale of securities, foreign currency transactions and other gains, net
    186       250  
Interest expense
    (4,863 )     (4,388 )
 
           
 
    (1,972 )     (2,723 )
 
           
Income from continuing operations before income taxes
    17,326       21,678  
Provision for income taxes
    (6,378 )     (6,722 )
 
           
Income from continuing operations
    10,948       14,956  
 
           
 
               
Discontinued Operations
               
Loss from operations of discontinued properties
    (148 )     (534 )
Impairment charges on assets held for sale
          (3,357 )
 
           
Loss from discontinued operations
    (148 )     (3,891 )
 
           
Net Income
  $ 10,800     $ 11,065  
 
           
Basic Earnings (Loss) Per Share
               
Income from continuing operations
  $ 0.28     $ 0.40  
Loss from discontinued operations
          (0.10 )
 
           
Net income
  $ 0.28     $ 0.30  
 
           
Diluted Earnings (Loss) Per Share
               
Income from continuing operations
  $ 0.27     $ 0.39  
Loss from discontinued operations
          (0.10 )
 
           
Net income
  $ 0.27     $ 0.29  
 
           
Distributions Declared Per Share
  $ 0.462     $ 0.452  
 
           
Weighted Average Shares Outstanding
               
Basic
    37,930,777       37,727,782  
 
           
Diluted
    39,851,353       38,627,267  
 
           

 


 

W. P. CAREY & CO. LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
                 
    Three months ended March 31,  
    2007     2006  
Cash Flows — Operating Activities
               
Net income
  $ 10,800     $ 11,065  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Depreciation and amortization including intangible assets and deferred financing costs
    7,308       6,229  
Income from equity investments in real estate in excess of distributions received
    (32 )     (247 )
Minority interest in income
    331       862  
Straight-line rent adjustments
    850       732  
Management income received in shares of affiliates
    (8,467 )     (7,892 )
Unrealized gain on foreign currency transactions, warrants and securities
    (160 )     (165 )
Impairment charges
          3,357  
(Decrease) increase in income taxes, net
    (17,786 )     4,329  
Realized gain on foreign currency transactions
    (26 )     (85 )
Stock-based compensation expense
    923       719  
Deferred acquisition revenue received
    13,882       12,543  
Increase in structuring revenue receivable
    (158 )     (3,039 )
Net changes in other operating assets and liabilities
    (7,744 )     (3,061 )
 
           
Net cash (used in) provided by operating activities
    (279 )     25,347  
 
           
 
               
Cash Flows — Investing Activities
               
Distributions received from equity investments in real estate in excess of equity income
    1,093       1,400  
Purchases of real estate and equity investments in real estate
    (27,710 )      
Capital expenditures
    (3,881 )     (674 )
Release of funds from escrow in connection with the sale of property
    465        
Payment of deferred acquisition revenue to affiliate
    (536 )     (524 )
 
           
Net cash (used in) provided by investing activities
    (30,569 )     202  
 
           
 
               
Cash Flows — Financing Activities
               
Distributions paid
    (17,484 )     (16,965 )
Contributions from minority interests
    206       506  
Distributions to minority interests
    (577 )     (136 )
Scheduled payments of mortgage principal
    (2,618 )     (2,916 )
Proceeds from mortgages and credit facilities
    54,059       10,000  
Prepayments of mortgage principal and credit facilities
    (13,000 )     (19,000 )
Release of funds from escrow in connection with the financing of properties
          4,031  
Payment of financing costs
    (69 )     (217 )
Proceeds from issuance of shares
    1,000       1,323  
Excess tax benefits associated with stock based compensation awards
    487       77  
Repurchase and retirement of shares
          (482 )
 
           
Net cash provided by (used in) financing activities
    22,004       (23,779 )
 
           
 
               
Change in Cash and Cash Equivalents During the Period
               
Effect of exchange rate changes on cash
    36       49  
 
           
Net (decrease) increase in cash and cash equivalents
    (8,808 )     1,819  
Cash and cash equivalents, beginning of period
    22,108       13,014  
 
           
Cash and cash equivalents, end of period
  $ 13,300     $ 14,833  
 
           

 


 

W. P. CAREY & CO. LLC
FUNDS FROM OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)
                 
    Three Months Ended March 31,  
    2007     2006  
 
               
Net income
  $ 10,800     $ 11,065  
Funds from operations of equity investees in excess of equity income
    4,390       2,825  
Depreciation, amortization, deferred taxes and other noncash charges
    2,747       4,125  
Funds from operations applicable to minority investees in excess of minority income
    (203 )     (237 )
Straight-line rent adjustments
    833       691  
Impairment charges
          3,357  
 
           
Funds from operations
  $ 18,567     $ 21,826  
 
           
 
               
Per Share Reconciliation :
               
 
               
Diluted net income per share (1)
  $ 0.27     $ 0.29  
Plus:   Funds from operations of equity investees in excess of equity income, net of minority interest
    0.11       0.06  
Plus:   Depreciation, amortization, deferred taxes, straight-line rents and other noncash charges
    0.09       0.13  
Plus:   Impairment charges
          0.09  
 
           
Diluted funds from operations per share (1)
  $ 0.47     $ 0.57  
 
           
 
               
Diluted weighted average shares outstanding
    39,851,353       38,627,267  
 
           
 
(1)   Diluted net income per share and diluted funds from operations per share include the dilutive effect of securities, net of taxes.
NON-GAAP FINANCIAL DISCLOSURE
W. P. Carey & Co. LLC’s (W. P. Carey) first quarter 2007 earnings press release and the aforementioned financials contain references to W. P. Carey’s definition of funds from operations (FFO), which is a non-GAAP financial measure. The National Association of Real Estate Investment Trusts (NAREIT) defines funds from operations as net income computed in accordance with generally accepted accounting principles (GAAP), excluding gains or losses from sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. W. P. Carey calculates its FFO in accordance with this definition and then makes adjustments to add back certain non-cash charges to earnings, such as the amortization of intangibles, stock based compensation and impairment charges on real estate, resulting in its FFO. W. P. Carey considers its definition of FFO to be an appropriate supplemental measure of operating performance because, by excluding these non-cash charges, it can be a helpful tool to assist in the comparison of the operating performance of W. P. Carey’s real estate assets between periods, or as compared to different companies. W. P. Carey’s definition of FFO should not be considered as an alternative to net income as an indication of its operating performance or to net cash provided by operating activities as a measure of its liquidity. FFO and adjusted FFO disclosed by other REITs may not be comparable to W. P. Carey’s FFO calculation. Please see the above table for a reconciliation of W. P. Carey’s FFO to net income.

 

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