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W. P. Carey Inc. (WPC)

Q1 2014 Earnings Call· Thu, May 8, 2014

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Transcript

Operator

Operator

Good morning, everyone. And welcome to W.P. Carey's First Quarter 2014 Financial Results Conference call. [Operator Instructions] Please also note, today's event is being recorded. I would now like to turn the conference call over to Mr. Peter Sands, Director of Institutional Investor Relations. Sir, please go ahead.

Peter Sands

Analyst

Good morning, everyone. And thank you for joining us on this Conference Call to Review our First Quarter Results. Joining us today are Trevor Bond, President and Chief Executive Officer; and Katy Rice, Chief Financial Officer. An online rebroadcast of this conference call will be made available in the Investor Relations section of our website at wpcarey.com, where it will be archived for 90 days. I would also like to remind you that some of the statements made on this call are not historic facts and may be deemed forward-looking statements. Factors that could cause actual results to differ materially from W. P. Carey's expectations are provided in our SEC filings. Now I'll turn the call over to Trevor.

Trevor P. Bond

Analyst · BMO Capital Markets

Thanks, Peter. Welcome, everyone on the line. We had a strong first quarter. And in a moment I'll turn the presentation over to Katy, who will walk us through the numbers in more detail. First, I'll discuss some of the quarter's highlights, the investment climate and our outlook for the rest of the year. As we discussed on our last call, we closed our merger with CPA 16 at the end of January. And in connection with that, we issued close to 31 million shares. We believe most of that overhang has been absorbed based on the average daily trading volumes, which I've said are in a fairly consistent range. Subsequent to the February earnings call, we issued $500 million worth of unsecured -- senior unsecured notes and paid off a portion of our secured indebtedness. So we are on track with the long-term goal of becoming mostly an unsecured borrower. Among other highlights are portfolio occupancy remains high at 98.3%, with a very diversified portfolio. We had a robust quarter for both investment activity and fundraising on behalf of our managed REITs. And we're off to a strong start in 2014 on many fronts. Turning briefly to the financial highlights. First, we generated adjusted funds from operations over $118 million or $1.31 per diluted share. And I want to emphasize that you shouldn't use this as a run rate for the year. We're maintaining our guidance at the levels discussed in prior calls. Katy will discuss that in a moment. Clearly, the figure is higher than the one you'd arrive at by simply dividing the guidance by 4, primarily because investment volume has been faster than the pace we had initially expected to complete by this point in the year, which isn't in itself a real positive. Another highlight…

Catherine D. Rice

Analyst · Evercore

Thanks, Trevor. And good morning, everyone. I'll start by briefly reviewing our first quarter financial results and some key portfolio metrics, followed by an update on our balance sheet and capital structure. As you all know, our results this quarter are the first since we closed our merger with CPA:16 on January 31. Accordingly, they reflect 2 months as a combined company. Next quarter will be the first quarter showing the full impact of the merger. We did, however, provide 2013 pro forma financial for the CPA:16 merger in the first quarter for comparative purposes. As you may have already noticed, this quarter we've done some work to improve the layout and organization of our supplemental report and enhance the information provided. For example, in light of the recent bond issuance we've included information on our unencumbered pool of properties. Over time, we intend to further evolve this document with the goal of providing greater transparency on our business -- businesses and their performance. And we have slightly revised our earnings release with some of the same goals in mind. Turning to our first quarter financial results, and starting with AFFO. For the first quarter of 2014, we reported AFFO of $118.2 million, or $1.31 per diluted share, an increase of $40 million, or $0.19 per diluted share, compared to fourth quarter of 2013. This increase was driven primarily by 2 months of increased lease revenues as a result of closing our merger with CPA:16. As Trevor mentioned, it was another robust quarter for acquisition volumes on behalf of the managed REITs and therefore structuring revenues were very strong, which is not typical this early in the year. Accordingly, it is important to note that we do not view our first quarter AFFO as a representative run rate for the…

Operator

Operator

[Operator Instructions] And our first question comes from [indiscernible] from Capital One Securities.

Unknown Analyst

Analyst

Just could you kind of talk about the acquisition competitiveness in various geographies and product types and kind of where cap rates sit?

Trevor P. Bond

Analyst · BMO Capital Markets

Sure. As I had mentioned in my remarks, we are finding that the U.S. continues to see substantial flows of capital into the net lease space. Or, I should say, capital which remains in the space is looking for investment opportunities; and particularly in large portfolios we continue to see what we consider a portfolio of premium. That said, in our more opportunistically priced segment of the market, those types of deals that require more due diligence and perhaps more structuring, we're finding that the supply of opportunities is increasing somewhat. And as I mentioned, because I think sellers may be taking advantage of what they believe is a closing window to get a better deal. In Europe -- and the reason that we've had more acquisitions in Europe this year is because it still is more attractive investing environment, and you have sellers who are reaching the same conclusion with respect to that window opportunity, perhaps. And also in some cases, more demand for capital, less access to debt. So for a variety of reasons that continues to be strong market area. In terms of property type, mostly what we're seeing is that the warehouse distribution-type space is still quite competitive because there are funds that are quasi-net lease funds, flash industrial funds that have targeted industrial and what we've seen is that they tend to focus on properties that have shorter lease duration because there's a higher yield that you can get with shorter lease duration, even though there may be exposure to step downs in rents after a few years. But because of the desire for yield, there are there are some that are targeting that approach. And generally speaking, industrial has been a strong category, especially with the recovery of the economy. So I would distinguish what we call -- what's typically called investor base and I'm referring to as Warehouse Distribution, I distinguish that from the Industrial category which is assets where things are actually made. And in that category, that's something that's always been somewhat of a specialty for us. We think that opportunities there will broaden in the next few years, as the economy continues to recover.

Unknown Analyst

Analyst

And then just kind of more on the leasing side. For the lease maturities in '14 and '15, I know you kind of talk about this a little bit. But you did touch on the split between leases with no options, first time options and those with renewals?

Trevor P. Bond

Analyst · BMO Capital Markets

I don't have that particular breakdown in front of me.

Unknown Analyst

Analyst

Okay, and then just last question for me. Could you kind of talk about, kind of, the capital raising trends, kind of, on a month-to-month basis through the first quarter? And just how it's been general year-to-date for the managed REITs?

Trevor P. Bond

Analyst · BMO Capital Markets

Sure. We, as I mentioned in my remarks, we're about 75% subscribed in CPA:18, which for us is somewhat ahead of schedule. And so we're pleased with the progress. In fact, we're beginning to dial back on that a bit. We'll be stopping the sale of what we refer to as the Class A shares which are the full commissions shares and shifting to just the sales of the Class C shares, which have a much lower initial load. And we're doing that quite consciously so that we can keep the equilibrium between funds raised and opportunities that we're seeing. So that we're not limited in terms of capital by -- capital I should say won't limit our purchasing activity. We have ample capital dry powder in the managed funds. And I hope that answers that part of the question. With respect to CWI we've raised about $18 million this year, because we only recently kicked off the follow-on offering for that fund.

Operator

Operator

[Operator Instructions] Our next question comes Dan Donlan with Ladenburg Thalmann. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Trevor, was just curious if you -- when you say that you're 75% subscribed with CPA:18, what are you basing that 75% off of? How much equity you're looking to raise in that fund?

Trevor P. Bond

Analyst · BMO Capital Markets

That's the $1 billion -- $1 billion. So that would mean approximately $750 million. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Okay, okay. So you're -- and you hope to -- and when do you -- I think you're closing the A Class share at the end of June, is that correct?

Trevor P. Bond

Analyst · BMO Capital Markets

Yes. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Okay. And so if you're already closing 18, or if you're almost there with 18, are you planning on CPA 19? What can you offer us there?

Trevor P. Bond

Analyst · BMO Capital Markets

Well, it's a great question. We have no -- nothing filed now with the SEC and nothing on the works. I think that we like the optionality going forward of having the ability to delay the CPA:19 as long as we need to. We'll think more about that as we get to the end of the investment period for CPA:18. We have a modest amount of capital still left in CPA:17, and so CPA:17 and CPA:18 are co-investing on some deals. And I think that from management's point of view, the risk of not having a CPA:19 tied up is not a problem because we can always shift deal flow toward W. P. Carey Inc. if we're ever in a period where we are out of the market. And I think that would then further our goals of growing our balance sheet because the transactions that worked for the funds are clearly going to be very accretive for W.P. Carey Inc. And so it's something that has -- as we get closer to the end of the investment period for CPA:18, we'll be faced with that decision. I'll also say that now that we focused -- we are focusing on creating new products silos for our investment management platform, the Hotel fund which has been successful to date is one example. We also have an active self-storage business as you know, which is folded into the CPAs, but we could have a separate fund for them. And then we're always considering other product silos with capable experienced sponsors and other product types. And so I think that it's probably better for us to focus more on that type of new product, really, in the medium term, to enhance the value of our platform. And so that will continue to be one of our areas of focus. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Okay, a lot of interesting comments that have probably poised more questions. But just one clarity, the reason for slowing down the fund raise in the CPAs, because you raised it quicker than you expected and not necessarily that you think the investment climate is maybe not as attractive, such as when you slowed down capital raise in '05 and '07.

Trevor P. Bond

Analyst · BMO Capital Markets

That's correct. I mean, inherent in the question is there's a caution that's inherent in the decision. And the reasons for the caution may partly stem with competitiveness in the investment environment and things like that. So I just think we have enough capital available to meet our goals. And as I said, the downside of suddenly running out of CPA money is not that high, because we can shift to our balance sheet. So there's a lot of moving parts to that analysis. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Sure. Yes, I actually just heard that Annaly announced that they were going into triple net leases, so that's just another competitor. But I guess going back to the question, historically you guys have always done non-traded REITs, managed them yourself. It sounds like you might be -- based upon your comments, you might be interested in maybe bringing another sponsor in that -- someone that might be have expertise in a particular sector that you guys do not? Or would you still if you raised funds you do it -- you wouldn't have a sponsor? Or any clarity there would be helpful.

Trevor P. Bond

Analyst · BMO Capital Markets

Well, clearly, we want to maintain the quality control. I think that's been a hallmark of our approach from the beginning. And whatever arrangement we struck with the potential sponsor would have to include the features that we're accustomed to with respect to quality control in terms of the investment process and things like that and maintaining the discipline. That said, there are a number of very seasoned sophisticated investors in a wide variety of property types that have the ability to originate and execute transactions that we currently don't have the skill sets for. So the specific nature of the relationship would have to be determined. We have a sub advisory agreement on our hotel fund with Watermark which is a seasoned -- Michael Medzigian is a very seasoned experienced hotel guy, and we have our Board of Directors which is comprised entirely of seasoned hotel veterans. And so we figure out ways to box the risk that are involved with bringing a new product on. But we think that there is considerable interest in this particular type of distribution channel that we have and there are considerable barriers to entry to this particular line of business. And we want to get more value out of the platform, and so that is something that we we'll focus on. But again, the first premise is that we held to be able to deliver good risk-adjusted returns to the investors in those funds. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Okay. And maybe shifting gears a little bit to the dispositions you did in the quarter. I was a little bit late getting on the call, I apologize. Did you provide an aggregate cap rate for the $128 million that you sold?

Trevor P. Bond

Analyst · BMO Capital Markets

We did not.

Catherine D. Rice

Analyst · Evercore

No. It really is pretty variable depending upon where they're located, what asset type and, frankly, the amount of lease term that's remaining. Obviously, the assets that we're selling are usually things that we're de-risking the portfolio by selling. So oftentimes they may have higher cap rates than is typical. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: So just for modeling purposes, from a GAAP -- on a GAAP basis maybe 8% or 9%? Or if you want to stay away, that's fine. I'm just curious.

Catherine D. Rice

Analyst · Evercore

Yes, I'd say this quarter, it was in the 8-ish percent range, on a weighted average basis. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: And then on the G&A, Katy, what type of run rate should we assume there? I think the G&A came in a little bit lower than I was expecting. Not that my projections are accurate any -- all the time. But could you give us some clarity on what you're kind of looking at for the rest of the year on a combined basis? Or if you want to separate stock comp versus cash that's fine as well?

Catherine D. Rice

Analyst · Evercore

Yes. We have separated stock comp now. So that the G&A number, that is a pretty good run rate. Obviously, we've had some movement when we bought CPA:16, we do allocate a certain portion of our G&A to each of our managed funds. So that allocation obviously went away. But as 18 grows, obviously they'll get more of their fair share and CWI, as well. And just to touch back on this quarter's AFFO, to your first discussion with Trevor about the acquisition volume, the biggest driver of the sort of larger than run rate quarter is -- was the high structuring revenue. This quarter was about $17 million. That's, as we've said in the past is a very lumpy number. If you look historically, it sort of in the $6 million to $12 million a quarter range. So that was the driver. But in addition in the first quarter like many other companies, our stock comp plans have their vesting dates in February. So this can generate -- typically it generates a loss in our taxable REIT sub or a tax benefit. This quarter, though, because the structuring revenue was so high, we effectively didn't have a benefit. So AFFO was even higher than sort of forecast because of that, so there's sort of a couple of facts. And then lastly, there are a few onetime items, like termination fees and deposits, that we're keeping for a variety of reasons. So there were a few smaller 1x items that drove it up as well. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Just on that point. How much did you have a least term and deposits?

Catherine D. Rice

Analyst · Evercore

It was just under $1 million. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Okay, not too much then.

Catherine D. Rice

Analyst · Evercore

Not too much.

Operator

Operator

[Operator Instructions] We do have an additional question from Paul Adornato from BMO Capital Markets.

Paul E. Adornato - BMO Capital Markets U.S.

Analyst · BMO Capital Markets

Sorry, I joined the call late, so if you mentioned this -- Trevor, I was wondering if you could comment on the distribution network and the consolidation that's happening at the independent broker dealer network level?

Trevor P. Bond

Analyst · BMO Capital Markets

Sure. You mean, with respect the [indiscernible] and others that have been purchased, that roll-up?

Paul E. Adornato - BMO Capital Markets U.S.

Analyst · BMO Capital Markets

Correct. And what's -- do you see an impact for distribution of your non-traded REIT products?

Trevor P. Bond

Analyst · BMO Capital Markets

Yes, that's a good question. No, we don't. We don't see any negative impact to that in our judgment because our biggest distributors were the Ameriprise and LPL, Commonwealth. So within their boardrooms, perhaps there is talk about the increased competition and the effects of consolidation and whatnot. And it's a business that we're related to as you know as wholesalers. And so we view those particular distribution networks as like the grocery store. And so we compete for shelf space within those grocery stores. And as such, our shelf space is unaffected by these changes today. We've had a few of the firms that were brought into that consolidation are disturbing our products but not to a significant or material degree, I would say.

Paul E. Adornato - BMO Capital Markets U.S.

Analyst · BMO Capital Markets

And so I guess if you see like your direct competitors buying up the shelf space, does it -- would they have an incentive, therefore, to exclude your products or not? How do you see that shaping up perhaps?

Trevor P. Bond

Analyst · BMO Capital Markets

Well, I think, it's a very good question. And it really works both ways that if we're distributing through the grocery store owned by our competitor then I think we would stop distributing, whether they ask us to or not. And again, because our -- these consolidations have not affected and we do not expect that they will affect the total flow of funds that we're getting, it's not a question that particularly concerns us right now. Also it's a very tricky challenging business onto itself, and we prefer the wholesale side of that business.

Operator

Operator

Our next question comes from Nathan Crossett from Evercore.

Nathan Crossett - Evercore Partners Inc., Research Division

Analyst · Evercore

My question is on the dividend. You have a long track record of quarterly increases. And I was just wondering how we should think about dividend growth? And if you were targeting a certain payout ratio?

Catherine D. Rice

Analyst · Evercore

Yes, Nathan. As you saw from the first quarter, we raised our dividend to $0.895. So the run rate, the annualized run rate would be about $3.58. That's a big jump obviously from the CPA:16 merger. As you probably recall, what we guided people to on the merger were at the low end was $3.52. So we're above that at this point. And I think our expectations are to maintain a fairly conservative payout ratio, very low this quarter because of the high AFFO per quarter that we had as that we've already discussed. So the payout ratio looks pretty low this quarter. But we're trying to pay out 100% of our taxable income. We'll probably always have a slightly lower payout ratio just because of the taxable nature of a lot of our activities on the investment management side. But say in sort of summary, we got the bump on the dividend from the CPA:16 merger in the first quarter and we'll probably see more modest increases in the coming quarters this year.

Operator

Operator

And we have a follow-up question from Dan Donlan from Ladenburg Thalmann. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Just wanted to go back to the investment management side again. Trevor, as you look at that sector going forward, how do you think about structuring future products? That the C Class share is fairly unique and that the upfront load is significant and lower but then it pays out over the term? Is that something that you're going to try to use on a going forward basis, given what may or may not happen within your legislation? And kind of what has been the reception to that C Class share from the FA community as well?

Trevor P. Bond

Analyst · Ladenburg Thalmann

It's a good question. Well, we -- clearly we developed that class of shares specifically in anticipation of potential changes that were occurring. And we're trying to stay -- we've been trying to stay ahead of the curve on that from the start. With respect to -- and I do believe that the rule will be adopted. I think it's just a question of when. The planner [ph] is right now working on addressing industry concerns, and that -- we expect though that in the end it will be adopted. So we believe that class of shares will become more popular. Although I should put quotation marks around the word "popular" because to get to the other part of your question, some FAs really won't like it, because it will involve earning lower revenues upfront, obviously, lower commissions. But there's a large swap of the financial advisory community that really will appreciate it, and I think does appreciate it, because they see themselves as more like a registered investment advisers; in many case they actually are registered investment advisors, where a fee is earned on a portfolio basis -- year-to-year a lower fee but on the basis of assets instead of transactions. So we think that it is a change that's good for the business. We're fully supportive of it. And we think we are well positioned to thrive in that new environment that's coming. Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: Some of the discussions we've had with FAs they like a recurring revenue stream. So I think you're probably right on that. And then just lastly, in terms of the valuation, I think that the market ascribes your investment management business, I think it's fairly low relative to probably what would be on a standalone basis. I was just curious, #1, I don't think it makes much sense to ever break that out. But have you ever had the discussion? What's the thought process there? Should we always assume that the investment management business is a core part of W.P. Carey as a REIT?

Trevor P. Bond

Analyst · Ladenburg Thalmann

I'm sorry, to clarify, did you say is a "poor"? Daniel P. Donlan - Ladenburg Thalmann & Co. Inc., Research Division: No, core. Definitely core.

Trevor P. Bond

Analyst · Ladenburg Thalmann

I was thinking like a poor cousin. It is core. And that said, we're constantly trying to refine the way we look at the business. It's a profit center, as is our core REIT business. And so we are continually refining our cost allocation so that we can begin to present a clearer picture to the market as to exactly how profitable it is on a standalone basis. And that in turn would begin to clarify our G&A load generally, so that you could allocate more clearly the REIT side and see where we stack up with REITs that don't have that investment management business. So from management's point of view, there's that question of better communicating the true EBITDA revenues and things and -- from the business. And therefore, giving -- bringing clarity to the valuation question. Strategically, I think it's still -- we still consider it very valuable. As we've said in many different venues, it's a great way to grow revenues without issuing equity. And -- but that said, we recognize that it adds a complexity to our business model which is not as appealing to rededicated investors. And so that's -- and because of that, it's likely that it is undervalued relative to what it might be if it was on a standalone basis. So for now, I would say that it does afford us with tremendous advantages being able to look at other product types, we think there is room for growth there. And it's a good steady source of fee income. And that can help smooth out some cyclicality that we might experience. So we like that part of the business but we're always looking at that, and what our strategy will be for it going forward. Because we think it is undervalued now.

Operator

Operator

And ladies and gentlemen, we've reached the end of today's question-and-answer session. And now we'll conclude today's conference call. We do thank you for attending. You may now disconnect your telephone lines.