-----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, GTPklAU7tuAPHuup07Y2o4CwDDuWu9FvD7KFnHetuMunDZjlji+wWEntUqKc3jss NHWYP2eET6VtDc1vfEPUxw== 0000950123-03-002259.txt : 20030228 0000950123-03-002259.hdr.sgml : 20030228 20030228165901 ACCESSION NUMBER: 0000950123-03-002259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030226 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030228 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: 03587346 BUSINESS ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124921100 MAIL ADDRESS: STREET 1: 50 ROCKEFELLER PLAZA STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED PROPERTIES LLC DATE OF NAME CHANGE: 19961017 FORMER COMPANY: FORMER CONFORMED NAME: CAREY DIVERSIFIED LLC DATE OF NAME CHANGE: 19971017 8-K 1 y84055e8vk.txt W.P. CAREY & CO. LLC 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) February 26, 2003 W.P. CAREY & CO. LLC -------------------- (Exact name of registrant as specified in its charter)
DELAWARE 001-13779 13-3912578 - ------------------ ---------------------- -------------- (State of Organization) (Commission File No.) (IRS Employer Identification Number)
50 Rockefeller Plaza, 2nd Floor New York, NY 10020 ------------------ (Address of principal executive offices) (212) 492-1100 -------------- (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS The following exhibit is filed as part of this Current Report on Form 8-K: EXHIBIT INDEX
Exhibit No. Exhibit - ---------- ------- 99.1 Earnings Press Relase issued February 26, 2003
ITEM 9. REGULATION FD DISCLOSURE On February 26, 2003, the regitrant issued a press release announcing its earnings for the year ended December 31, 2002, certain operating highlights and webcast and conference call to discuss the results. This information and the related exhibit are being furnished to the Securities and Exchange Commission pursuant to Regulation FD and is not a "filing" under the Securities Exchange Act of 1934, as amended. 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 hereunto duly authorized. W. P. CAREY & CO. LLC By:/s/ Gordon F. DuGan ---------------------- Gordon F. DuGan Date: February 28, 2003 EX-99.1 3 y84055exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE PRESS CONTACT: Curt Ritter Whit Clay W. P. Carey & Co. LLC Sloane & Co. 212-492-8989 212-446-1864 critter@wpcarey.com wclay@sloanepr.com W. P. CAREY & CO. LLC ANNOUNCES FOURTH QUARTER AND FULL YEAR 2002 FINANCIAL RESULTS REPORTS RECORD YEAR -- FFO PER DILUTED SHARE UP 17% IN 2002 NEW YORK, NY, February 26, 2003 - Investment firm W. P. Carey & Co. LLC (NYSE: WPC) today reported fourth quarter and full year 2002 financial results for the three and twelve-month periods ended December 31, 2002. A. OPERATING HIGHLIGHTS - Diluted earnings per share (EPS) for the year ended December 31, 2002 increased by 25% to $1.28 up from $1.02 for the comparable period last year, primarily as a result of a $1 billion increase in assets under management. Management revenues slightly exceeded those from real estate investments for the first time in the Company's history. Diluted EPS for the quarter declined to a loss of $0.10 down from break-even for the comparable period in 2001. This decline was due to an increase in non-cash impairment charges on real estate and related investments. Prospects for the first quarter of 2003 appear favorable. - Funds From Operations (FFO) for the twelve-month period increased 17% to $2.81 per diluted share, or $102.0 million, up from $2.41 per diluted share, or $84.2 million, for the comparable period last year. FFO for the three-month period increased 47% to $0.87 per diluted share, or $32.4 million, up from $0.59 per diluted share, or $21.2 million, for the comparable period in 2001. FFO is a widely accepted supplemental measure of performance. A complete reconciliation containing adjustments from GAAP net income to FFO is included in this release. -more- - Net income for the twelve-month period increased by 30% to $46.6 million up from $35.8 million for the comparable period in 2001. For the three-month period the Company reported a net loss of $3.7 million as compared with net income of $133,000 for the same period a year ago. Excluding the non-cash impairment charges in both years, the Company would have reflected a 55% increase in net income. - Total revenue for the twelve-month period ended December 31, 2002 increased 25% to $161.6 million up from $129.3 million for the same period a year ago. Total revenue for the three-month period increased by 48% to $52.9 million up from $35.9 million for the comparable period in 2001. - W. P. Carey completed more than $1.0 billion in net lease transactions during 2002, including $508 million in the fourth quarter, up from $395 million during all of 2001 as companies continued to seek alternative sources of capital. The substantial growth in transaction volume and related fee income for 2002 is in part affected by current market conditions and may not be indicative of a permanent increasing trend. - In December the Board of Directors raised the cash dividend to $.431 per common share. This reflects the seventh consecutive quarterly increase. The dividend was paid on January 15, 2003 to shareholders of record on December 31, 2002. Dividends have increased every year since the company went public. - In January, Chairman Wm. Polk Carey announced a $50 million personal gift on behalf of the W. P. Carey Foundation to endow the W. P. Carey School of Business at Arizona State University. This is the largest gift in ASU's history and the second largest gift ever given to a U.S. business school. Also in January, the Foundation announced a $10 million personal gift to the Gilman School in Baltimore, MD. Chairman Wm. Polk Carey said, "As we approach our thirtieth anniversary this March, I look back and realize that our decision to run W. P. Carey as owners has been the foundation of our success. This philosophy has enabled us to provide our investors with consistent returns despite the uncertainties of the broader financial markets. While the management side of our -more- business continues to play an increasingly important role in our success, we remain diligent in monitoring the performance of our net-leased assets. As we look to the next 30 years and beyond, we remain optimistic that our best days are yet to come." B. CONFERENCE CALL & WEBCAST W. P. Carey will host a conference call and audio webcast to discuss its fourth quarter and full year 2002 financial results today at 11:00 AM ET. Stockholders and interested parties may listen to a live broadcast of the call by dialing 1-800-915-4836 (International - 973-317-5319). The conference call can also be accessed via the Internet on W. P. Carey's homepage at www.wpcarey.com. Please visit the website at least fifteen minutes prior to the call to register, download and install any necessary audio software. For those who are not able to listen to the live broadcast, the webcast replay will be available immediately following the call on the Company's website. Alternatively, individuals can listen to the call after 1:00 PM ET this afternoon by calling 1-800-428-6051 (International - 973-709-2089) with the access code 284561 through March 5, 2003. W. P. Carey's press releases are available on the Company's website at www.wpcarey.com or by contacting the Corporate Communications Department at 1-800-WP CAREY or by e-mail at media@wpcarey.com. Founded in 1973, W. P. Carey & Co. specializes in corporate real estate financing through the corporate net lease or sale-leaseback structure. The firm and its affiliates continue to be leading lessors of net-leased corporate real estate. The largest publicly traded limited liability company in the world, W. P. Carey owns and/or manages more than 500 commercial and industrial properties throughout the United States and Europe comprised of more than 60 million square feet. (TABLES FOLLOW) 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 COMMERCIAL 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 FUNDS FROM OPERATIONS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------------------- -------------------------------- 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Net income (loss) $ (3,719) $ 133 $ 46,588 $ 35,761 Gain on sale of real estate (592) (677) (15,323) (1,904) Non-cash settlement income (2,097) Funds from operations of equity 3,375 1,411 7,508 3,677 investees in excess of equity income (loss) Depreciation, amortization, deferred 11,050 8,399 37,740 32,817 taxes and other noncash charges Minority interest in income (loss) (73) 30 (120) (68) Straight-line rents (163) (228) (639) (897) Writeoff of straight-line rents 142 142 1,321 Impairment charge on real estate 22,386 11,880 29,410 12,643 investments SAB 101 adjustment 222 (1,197) 810 Funds from operations $ 32,406 $ 21,170 $ 102,012 $ 84,160 ============ ============ ============ ============ FUNDS FROM OPERATIONS PER SHARE - BASIC $ 0.90 $ 0.61 $ 2.87 $ 2.44 ============ ============ ============ ============
DILUTED $ 0.87 $ 0.59 $ 2.81 $ 2.41 ============ ============ ============ ============ Weighted average shares outstanding: Basic 35,938,531 34,639,497 35,530,334 34,465,217 ============ ============ ============ ============ Diluted 37,079,149 35,636,759 36,265,230 34,952,560 ============ ============ ============ ============
Funds from operations is calculated as net income (loss), excluding gains (or losses) from debt restructuring and sales of property, plus certain noncash items (primarily real estate depreciation, impairments and deferred taxes) and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations does not represent net income or cash flows generated from operating activities in accordance with GAAP. It should not be considered an alternative to net income as an indication of the Company's operating performance or to cash flows as a measure of liquidity or an indicator of the Company's ability to fund its cash needs. -----END PRIVACY-ENHANCED MESSAGE-----