UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| | |
þ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
or
| | |
o | | 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: 001-32162
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
(Exact name of registrant as specified in its charter)
| | |
|
Maryland (State of incorporation) | | 80-0067704 (I.R.S. Employer Identification No.) |
| | |
50 Rockefeller Plaza | | |
New York, New York | | 10020 |
(Address of principal executive office) | | (Zip Code) |
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)
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. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
|
Large accelerated filero | | Accelerated filero | | Non-accelerated filerþ | | Smaller reporting companyo |
| | | | (Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
Registrant has 199,379,013 shares of common stock, $0.001 par value, outstanding at August 5, 2011.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Corporate Property Associates 16 — Global Incorporated for the quarter ended June 30, 2011, originally filed with the Securities and Exchange Commission on August 15, 2011 (the “Original Form 10-Q”), is being filed to reflect certain changes in each of the Consolidated Statements of Equity and Comprehensive Loss that were accurately reflected in the Interactive Data File submitted with the Original Form 10-Q, but due to clerical error, were not reflected in the Original Form 10-Q in a timely manner prior to the due date for the filing. In this Amendment, we have also corrected certain immaterial footing errors and conformed certain numerical references in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, to the numbers presented in the Company’s consolidated financial statements in Item 1.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each Item of the Original Form 10-Q that is affected by this Amendment has been amended and restated in its entirety, and this Amendment is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32 by our Chief Executive Officer and Chief Financial Officer.
No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way the Original Form 10-Q except as noted above. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q that was previously filed with the Securities and Exchange Commission.
INDEX
Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I 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. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. 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 which 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 (the “SEC”), including but not limited to those described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on March 30, 2011 (the “2010 Annual Report”). We do not undertake to revise or update any forward-looking statements. Additionally, a description of our critical accounting estimates is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2010 Annual Report. There has been no significant change in our critical accounting estimates.
CPA®:16 – Global 6/30/2011 10-Q/A — 1
PART I
Item 1. Financial Statements
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share amounts)
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Assets | | | | | | | | |
Investments in real estate: | | | | | | | | |
Real estate, at cost (inclusive of amounts attributable to consolidated variable interest entities (“VIEs”) of $463,110 and $428,061, respectively) | | $ | 2,405,712 | | | $ | 1,730,421 | |
Operating real estate, at cost (inclusive of amounts attributable to consolidated VIEs of $29,219 and $29,219, respectively) | | | 84,860 | | | | 84,772 | |
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $47,691 and $38,981, respectively) | | | (184,409 | ) | | | (155,580 | ) |
| | | | | | |
Net investments in properties | | | 2,306,163 | | | | 1,659,613 | |
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $51,583 and $49,705, respectively) | | | 491,628 | | | | 318,233 | |
Equity investments in real estate | | | 283,163 | | | | 149,614 | |
Assets held for sale | | | 68,429 | | | | 440 | |
| | | | | | |
Net investments in real estate | | | 3,149,383 | | | | 2,127,900 | |
Notes receivable (inclusive of amounts attributable to consolidated VIEs of $23,677 and $21,805, respectively) | | | 58,062 | | | | 55,504 | |
Cash and cash equivalents (inclusive of amounts attributable to consolidated VIEs of $17,344 and $17,195, respectively) | | | 73,559 | | | | 59,012 | |
Intangible assets, net (inclusive of amounts attributable to consolidated VIEs of $27,411 and $25,900, respectively) | | | 574,171 | | | | 149,082 | |
Funds in escrow (inclusive of amounts attributable to consolidated VIEs of $8,488 and $7,840, respectively) | | | 27,579 | | | | 15,962 | |
Other assets, net (inclusive of amounts attributable to consolidated VIEs of $2,444 and $3,506, respectively) | | | 64,925 | | | | 30,499 | |
| | | | | | |
Total assets | | $ | 3,947,679 | | | $ | 2,437,959 | |
| | | | | | |
Liabilities and Equity | | | | | | | | |
Liabilities: | | | | | | | | |
Non-recourse debt (inclusive of amounts attributable to consolidated VIEs of $458,976 and $426,783, respectively) | | $ | 1,891,916 | | | $ | 1,369,248 | |
Line of credit | | | 275,000 | | | | — | |
Accounts payable, accrued expenses and other liabilities (inclusive of amounts attributable to consolidated VIEs of $14,478 and $10,241, respectively) | | | 53,001 | | | | 30,875 | |
Prepaid and deferred rental income and security deposits (inclusive of amounts attributable to consolidated VIEs of $11,867 and $11,137, respectively) | | | 97,935 | | | | 57,095 | |
Due to affiliates | | | 9,465 | | | | 7,759 | |
Distributions payable | | | 28,823 | | | | 20,826 | |
| | | | | | |
Total liabilities | | | 2,356,140 | | | | 1,485,803 | |
| | | | | | |
Redeemable noncontrolling interest | | | 23,677 | | | | 21,805 | |
| | | | | | |
| | | | | | | | |
Equity: | | | | | | | | |
CPA®:16 — Global shareholders’ equity: | | | | | | | | |
Common stock $0.001 par value; authorized 250,000,000 shares; 208,267,258 and 134,708,674 shares, issued and outstanding, respectively | | | 208 | | | | 135 | |
Additional paid-in capital | | | 1,906,745 | | | | 1,216,565 | |
Distributions in excess of accumulated earnings | | | (352,059 | ) | | | (275,948 | ) |
Accumulated other comprehensive income (loss) | | | 2,366 | | | | (8,460 | ) |
Less, treasury stock at cost, 9,858,001 and 8,952,317 shares, respectively | | | (88,492 | ) | | | (81,080 | ) |
| | | | | | |
Total CPA®:16 — Global shareholders’ equity | | | 1,468,768 | | | | 851,212 | |
Noncontrolling interests | | | 99,094 | | | | 79,139 | |
| | | | | | |
Total equity | | | 1,567,862 | | | | 930,351 | |
| | | | | | |
Total liabilities and equity | | $ | 3,947,679 | | | $ | 2,437,959 | |
| | | | | | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 6/30/2011 10-Q/A — 2
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues | | | | | | | | | | | | | | | | |
Rental income | | $ | 64,120 | | | $ | 37,583 | | | $ | 108,882 | | | $ | 76,051 | |
Interest income from direct financing leases | | | 8,707 | | | | 6,476 | | | | 15,496 | | | | 13,203 | |
Other operating income | | | 1,576 | | | | 740 | | | | 2,967 | | | | 1,346 | |
Interest income on notes receivable | | | 1,076 | | | | 6,733 | | | | 1,821 | | | | 13,875 | |
Other real estate income | | | 6,747 | | | | 6,555 | | | | 12,835 | | | | 12,508 | |
| | | | | | | | | | | | |
| | | 82,226 | | | | 58,087 | | | | 142,001 | | | | 116,983 | |
| | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | |
General and administrative | | | (12,952 | ) | | | (1,969 | ) | | | (17,735 | ) | | | (4,232 | ) |
Depreciation and amortization | | | (22,579 | ) | | | (11,864 | ) | | | (37,899 | ) | | | (24,053 | ) |
Property expenses | | | (9,838 | ) | | | (7,348 | ) | | | (18,021 | ) | | | (15,331 | ) |
Other real estate expenses | | | (4,844 | ) | | | (4,726 | ) | | | (9,365 | ) | | | (9,157 | ) |
Contract termination | | | (34,300 | ) | | | — | | | | (34,300 | ) | | | — | |
Impairment charges | | | (12,865 | ) | | | — | | | | (12,865 | ) | | | (8,030 | ) |
| | | | | | | | | | | | |
| | | (97,378 | ) | | | (25,907 | ) | | | (130,185 | ) | | | (60,803 | ) |
| | | | | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | |
Income from equity investments in real estate | | | 1,768 | | | | 4,504 | | | | 6,085 | | | | 9,285 | |
Other income and (expenses) | | | (1,082 | ) | | | 324 | | | | (289 | ) | | | (395 | ) |
Bargain purchase gain on acquisition | | | 16,971 | | | | — | | | | 16,971 | | | | — | |
Interest expense | | | (27,834 | ) | | | (19,636 | ) | | | (49,197 | ) | | | (39,345 | ) |
| | | | | | | | | | | | |
| | | (10,177 | ) | | | (14,808 | ) | | | (26,430 | ) | | | (30,455 | ) |
| | | | | | | | | | | | |
(Loss) income from continuing operations before income taxes | | | (25,329 | ) | | | 17,372 | | | | (14,614 | ) | | | 25,725 | |
Provision for income taxes | | | (4,420 | ) | | | (986 | ) | | | (7,396 | ) | | | (1,955 | ) |
| | | | | | | | | | | | |
(Loss) income from continuing operations | | | (29,749 | ) | | | 16,386 | | | | (22,010 | ) | | | 23,770 | |
| | | | | | | | | | | | |
|
Discontinued Operations | | | | | | | | | | | | | | | | |
Loss from operations of discontinued properties | | | (129 | ) | | | (201 | ) | | | (85 | ) | | | (255 | ) |
Gain on deconsolidation of a subsidiary | | | — | | | | — | | | | — | | | | 7,082 | |
Other (losses) gains, net | | | (127 | ) | | | — | | | | (127 | ) | | | — | |
| | | | | | | | | | | | |
(Loss) income from discontinued operations | | | (256 | ) | | | (201 | ) | | | (212 | ) | | | 6,827 | |
| | | | | | | | | | | | |
|
Net (Loss) Income | | | (30,005 | ) | | | 16,185 | | | | (22,222 | ) | | | 30,597 | |
Less: Net income attributable to noncontrolling interests | | | (1,392 | ) | | | (1,885 | ) | | | (3,352 | ) | | | (3,892 | ) |
Less: Net income attributable to redeemable noncontrolling interests | | | (455 | ) | | | (6,792 | ) | | | (876 | ) | | | (13,237 | ) |
| | | | | | | | | | | | |
Net (Loss) Income Attributable to CPA®:16 — Global Shareholders | | $ | (31,852 | ) | | $ | 7,508 | | | $ | (26,450 | ) | | $ | 13,468 | |
| | | | | | | | | | | | |
|
(Loss) Earnings Per Share | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations attributable to CPA®:16 — Global shareholders | | $ | (0.18 | ) | | $ | 0.06 | | | $ | (0.17 | ) | | $ | 0.08 | |
Income from discontinued operations attributable to CPA®:16 — Global shareholders | | | — | | | | — | | | | — | | | | 0.03 | |
| | | | | | | | | | | | |
Net (loss) income attributable to CPA®:16 — Global shareholders | | $ | (0.18 | ) | | $ | 0.06 | | | $ | (0.17 | ) | | $ | 0.11 | |
| | | | | | | | | | | | |
Weighted Average Shares Outstanding | | | 174,466,678 | | | | 124,211,608 | | | | 150,639,007 | | | | 123,912,035 | |
| | | | | | | | | | | | |
Amounts Attributable to CPA®:16 — Global Shareholders | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations, net of tax | | $ | (31,583 | ) | | $ | 7,700 | | | $ | (26,203 | ) | | $ | 10,206 | |
(Loss) income from discontinued operations, net of tax | | | (269 | ) | | | (192 | ) | | | (247 | ) | | | 3,262 | |
| | | | | | | | | | | | |
Net (loss) income | | $ | (31,852 | ) | | $ | 7,508 | | | $ | (26,450 | ) | | $ | 13,468 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Distributions Declared Per Share | | $ | 0.1656 | | | $ | 0.1656 | | | $ | 0.3312 | | | $ | 0.3312 | |
| | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 6/30/2011 10-Q/A — 3
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Net (Loss) Income | | $ | (30,005 | ) | | $ | 16,185 | | | $ | (22,222 | ) | | $ | 30,597 | |
Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | (607 | ) | | | (50,804 | ) | | | 14,731 | | | | (85,983 | ) |
Unrealized loss on derivative instrument | | | | | | | | | | | | | | | | |
Change in unrealized appreciation on marketable securities | | | 893 | | | | 21 | | | | 887 | | | | 24 | |
Change in unrealized gain (loss) on derivative instruments | | | (1,589 | ) | | | (774 | ) | | | (295 | ) | | | (1,836 | ) |
| | | | | | | | | | | | |
| | | (1,303 | ) | | | (51,557 | ) | | | 15,323 | | | | (87,795 | ) |
| | | | | | | | | | | | |
Comprehensive loss | | | (31,308 | ) | | | (35,372 | ) | | | (6,899 | ) | | | (57,198 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Amounts Attributable to Noncontrolling Interests: | | | | | | | | | | | | | | | | |
Net income | | | (1,392 | ) | | | (1,885 | ) | | | (3,352 | ) | | | (3,892 | ) |
Foreign currency translation adjustments | | | (4,666 | ) | | | 4,011 | | | | (8,328 | ) | | | 7,161 | |
Change in unrealized (gain) loss on derivative instruments | | | — | | | | (6 | ) | | | — | | | | 14 | |
| | | | | | | | | | | | |
Comprehensive income (loss) attributable to noncontrolling interests | | | (6,058 | ) | | | 2,120 | | | | (11,680 | ) | | | 3,283 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Amounts Attributable to Redeemable Noncontrolling Interests: | | | | | | | | | | | | | | | | |
Net income | | | (455 | ) | | | (6,792 | ) | | | (876 | ) | | | (13,237 | ) |
Foreign currency translation adjustments | | | (481 | ) | | | 29,354 | | | | (1,872 | ) | | | 50,023 | |
| | | | | | | | | | | | |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | | | (936 | ) | | | 22,562 | | | | (2,748 | ) | | | 36,786 | |
| | | | | | | | | | | | |
Comprehensive Loss Attributable to CPA®:16 — Global Shareholders | | $ | (38,302 | ) | | $ | (10,690 | ) | | $ | (21,327 | ) | | $ | (17,129 | ) |
| | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 6/30/2011 10-Q/A — 4
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
For the six months ended June 30, 2011 and the year ended December 31, 2010
(in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CPA®:16 — Global Shareholders | | | | | | | |
| | | | | | | | | | | | | | Distributions | | | Accumulated | | | | | | | Total | | | | | | | |
| | Total | | | | | | | Additional | | | in Excess of | | | Other | | | | | | | CPA®:16 | | | | | | | |
| | Outstanding | | | Common | | | Paid-In | | | Accumulated | | | Comprehensive | | | Treasury | | | —Global | | | Noncontrolling | | | | |
| | Shares | | | Stock | | | Capital | | | Earnings | | | Loss | | | Stock | | | Shareholders | | | Interests | | | Total | |
Balance at January 1, 2010 | | | 122,861,101 | | | $ | 130 | | | $ | 1,174,230 | | | $ | (225,462 | ) | | $ | 5,397 | | | $ | (65,636 | ) | | $ | 888,659 | | | $ | 88,168 | | | $ | 976,827 | |
Shares issued, net of offering costs | | | 3,435,991 | | | | 4 | | | | 30,583 | | | | | | | | | | | | | | | | 30,587 | | | | | | | | 30,587 | |
Shares issued to affiliates | | | 1,277,511 | | | | 1 | | | | 11,752 | | | | | | | | | | | | | | | | 11,753 | | | | | | | | 11,753 | |
Contributions from noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | 417,458 | | | | 417,458 | |
Distributions declared ($0.6624 per share) | | | | | | | | | | | | | | | (82,493 | ) | | | | | | | | | | | (82,493 | ) | | | | | | | (82,493 | ) |
Distributions to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | (427,751 | ) | | | (427,751 | ) |
Net (loss) income | | | | | | | | | | | | | | | 32,007 | | | | | | | | | | | | 32,007 | | | | 4,905 | | | | 36,912 | |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | | | | | | | (12,583 | ) | | | | | | | (12,583 | ) | | | (3,628 | ) | | | (16,211 | ) |
Change in unrealized loss on derivative instruments | | | | | | | | | | | | | | | | | | | (1,303 | ) | | | | | | | (1,303 | ) | | | (13 | ) | | | (1,316 | ) |
Impairment loss on commercial mortgage-backed securities | | | | | | | | | | | | | | | | | | | 29 | | | | | | | | 29 | | | | | | | | 29 | |
Repurchase of shares | | | (1,818,246 | ) | | | | | | | | | | | | | | | | | | | (15,444 | ) | | | (15,444 | ) | | | | | | | (15,444 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2010 | | | 125,756,357 | | | | 135 | | | | 1,216,565 | | | | (275,948 | ) | | | (8,460 | ) | | | (81,080 | ) | | | 851,212 | | | | 79,139 | | | | 930,351 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued, net of offering costs | | | 1,774,945 | | | | 2 | | | | 14,665 | | | | | | | | | | | | | | | | 14,667 | | | | | | | | 14,667 | |
Shares issued to affiliates | | | 14,418,493 | | | | 14 | | | | 126,868 | | | | | | | | | | | | | | | | 126,882 | | | | | | | | 126,882 | |
Shares issued to shareholders of CPA®:14 in the Merger | | | 57,365,146 | | | | 57 | | | | 510,492 | | | | | | | | | | | | | | | | 510,549 | | | | | | | | 510,549 | |
Issuance of noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78,136 | | | | 78,136 | |
Purchase of noncontrolling interest | | | | | | | | | | | 3,543 | | | | | | | | 5,703 | | | | | | | | 9,246 | | | | (60,268 | ) | | | (51,022 | ) |
Issuance of Special Interest | | | | | | | | | | | 34,612 | | | | | | | | | | | | | | | | 34,612 | | | | 34,612 | | | | 69,224 | |
Change of ownership interest | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | (34,300 | ) | | | (34,300 | ) |
Distributions declared ($0.3312 per share) | | | | | | | | | | | | | | | (49,661 | ) | | | | | | | | | | | (49,661 | ) | | | | | | | (49,661 | ) |
Contributions from noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | 1,915 | | | | 1,915 | |
Distributions to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | (11,820 | ) | | | (11,820 | ) |
Net income | | | | | | | | | | | | | | | (26,450 | ) | | | | | | | | | | | (26,450 | ) | | | 3,352 | | | | (23,098 | ) |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | | | | | | | 4,531 | | | | | | | | 4,531 | | | | 8,328 | | | | 12,859 | |
Change in unrealized loss on derivative instruments | | | | | | | | | | | | | | | | | | | 887 | | | | | | | | 887 | | | | — | | | | 887 | |
Change in unrealized gain (loss) on marketable securities | | | | | | | | | | | | | | | | | | | (295 | ) | | | | | | | (295 | ) | | | | | | | (295 | ) |
Repurchase of shares | | | (905,684 | ) | | | | | | | | | | | | | | | | | | | (7,412 | ) | | | (7,412 | ) | | | | | | | (7,412 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2011 | | | 198,409,257 | | | $ | 208 | | | $ | 1,906,745 | | | $ | (352,059 | ) | | $ | 2,366 | | | $ | (88,492 | ) | | $ | 1,468,768 | | | $ | 99,094 | | | $ | 1,567,862 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 6/30/2011 10-Q/A — 5
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2011 | | | 2010 | |
Cash Flows — Operating Activities | | | | | | | | |
Net (loss) income | | $ | (22,222 | ) | | $ | 30,597 | |
Adjustments to net (loss) income: | | | | | | | | |
Depreciation and amortization including intangible assets and deferred financing costs | | | 38,612 | | | | 24,894 | |
Loss (income) from equity investments in real estate in excess of distributions received | | | 4,036 | | | | (1,720 | ) |
Issuance of shares to affiliate in satisfaction of fees due | | | 5,883 | | | | 5,876 | |
Gain on bargain purchase | | | (16,971 | ) | | | — | |
Contract termination | | | 34,300 | | | | — | |
Gain on deconsolidation of a subsidiary | | | — | | | | (7,082 | ) |
Loss on sale of real estate | | | 140 | | | | — | |
Unrealized (gain) loss on foreign currency transactions and others | | | (649 | ) | | | 588 | |
Realized gain on foreign currency transactions and others | | | (1,483 | ) | | | (63 | ) |
Straight-line rent adjustment and amortization of rent-related intangibles | | | (2,586 | ) | | | 941 | |
Loss on extinguishment of debt | | | 2,479 | | | | — | |
Impairment charges | | | 12,889 | | | | 8,030 | |
Net changes in other operating assets and liabilities | | | 8,826 | | | | 1,661 | |
| | | | | | |
Net cash provided by operating activities | | | 63,254 | | | | 63,722 | |
| | | | | | |
| | | | | | | | |
Cash Flows — Investing Activities | | | | | | | | |
Distributions received from equity investments in real estate in excess of equity income | | | 2,769 | | | | 2,083 | |
Acquisitions of real estate and other capital expenditures | | | (394 | ) | | | (12,413 | ) |
Cash acquired through Merger | | | 189,266 | | | | — | |
Cash and other distributions paid to liquidating shareholders of CPA®:14 in connection with the Merger | | | (539,988 | ) | | | — | |
Cash acquired on issuance of additional shares in subsidiary | | | 7,121 | | | | — | |
Funding/purchases of notes receivable | | | — | | | | (3,224 | ) |
Proceeds from sale of real estate | | | 19,142 | | | | — | |
Funds placed in escrow | | | (3,757 | ) | | | (1,769 | ) |
Funds released from escrow | | | 7,460 | | | | 2,383 | |
Payment of deferred acquisition fees to an affiliate | | | (1,911 | ) | | | (6,261 | ) |
| | | | | | |
Net cash used in investing activities | | | (320,292 | ) | | | (19,201 | ) |
| | | | | | |
| | | | | | | | |
Cash Flows — Financing Activities | | | | | | | | |
Distributions paid | | | (41,801 | ) | | | (40,782 | ) |
Contributions from noncontrolling interests | | | 1,926 | | | | 881 | |
Distributions to noncontrolling interests | | | (12,786 | ) | | | (20,066 | ) |
Scheduled payments of mortgage principal | | | (14,834 | ) | | | (10,287 | ) |
Prepayments of mortgage principal | | | (82,578 | ) | | | (29,000 | ) |
Proceeds from mortgage financing | | | 20,000 | | | | 36,947 | |
Proceeds from line of credit | | | 302,000 | | | | — | |
Repayments of line of credit | | | (27,000 | ) | | | — | |
Funds placed in escrow | | | 81 | | | | 4,120 | |
Funds released from escrow | | | (193 | ) | | | (5,304 | ) |
Deferred financing costs and mortgage deposits | | | (4,330 | ) | | | — | |
Proceeds from issuance of shares, net of issuance costs | | | 135,666 | | | | 15,348 | |
Purchase of treasury stock | | | (7,412 | ) | | | (9,504 | ) |
| | | | | | |
Net cash provided by (used in) financing activities | | | 268,739 | | | | (57,647 | ) |
| | | | | | |
| | | | | | | | |
Change in Cash and Cash Equivalents During the Period | | | | | | | | |
Effect of exchange rate changes on cash | | | 2,846 | | | | (2,263 | ) |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 14,547 | | | | (15,389 | ) |
Cash and cash equivalents, beginning of period | | | 59,012 | | | | 83,985 | |
| | | | | | |
Cash and cash equivalents, end of period | | $ | 73,559 | | | $ | 68,596 | |
| | | | | | |
(Continued)
CPA®:16 – Global 6/30/2011 10-Q/A — 6
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)
Non-cash investing activities
__________
In January 2011, we acquired 10 properties, the “Carrefour” properties, from Corporate Property Associates 14 Incorporated (“CPA®:14”) in exchange for newly issued shares in one of our wholly-owned subsidiaries with a fair value of $75.5 million (Note 5). The newly issued equity in our subsidiary, which is in substance real estate, has resulted in a reduction of our effective ownership stake in the entity from 100% to 3%; however, we continued to consolidate this entity in the first quarter of 2011 because we effectively bought back these shares as part of the Merger. As a result of the Merger, we acquired the remaining 97% interest in this entity on May 2, 2011. This non-cash transaction consisted of the acquisition and assumption of certain assets and liabilities, respectively, and an increase in noncontrolling interest at fair value as detailed in the table below.
In May 2011, we acquired all of the outstanding stock of CPA®:14 in exchange for 57,365,145 newly issued shares of our common stock with a fair value of $510.5 million and cash of $444.0 million (Note 3). This transaction consisted of the acquisition and assumption of certain assets and liabilities, respectively, as detailed in the table below.
| | | | | | | | |
| | Carrefour | | | CPA®:14 | |
Assets acquired at fair value: | | | | | | | | |
Investments in real estate | | $ | 97,722 | | | $ | 582,802 | |
Net investment in direct financing leases | | | — | | | | 161,414 | |
Assets held for sale | | | — | | | | 11,202 | |
Equity investments in real estate | | | — | | | | 134,609 | |
Intangible assets | | | 48,029 | | | | 419,928 | |
Other assets, net | | | 154 | | | | 27,577 | |
Liabilities assumed at fair value: | | | | | | | | |
Non-recourse debt | | | (81,671 | ) | | | (460,271 | ) |
Accounts payable, accrued expenses and other liabilities | | | (1,193 | ) | | | (9,878 | ) |
Prepaid and deferred rental income and security deposits | | | (96 | ) | | | (45,848 | ) |
Due to affiliates | | | — | | | | (2,753 | ) |
Distributions payable | | | — | | | | (95,943 | ) |
Amounts attributable to noncontrolling interests | | | (70,066 | ) | | | 63,003 | |
| | | | | | |
Net (liabilities assumed) assets acquired excluding cash | | | (7,121 | ) | | | 785,842 | |
Fair value of common shares issued | | | — | | | | (510,549 | ) |
Cash consideration | | | — | | | | (444,045 | ) |
Change in interest upon acquisition of noncontrolling interest of Carrefour | | | — | | | | (3,543 | ) |
Bargain purchase gain on acquisition | | | — | | | | (16,971 | ) |
| | | | | | |
Cash acquired on acquisition of subsidiaries, net | | $ | (7,121 | ) | | $ | (189,266 | ) |
| | | | | | |
CPA®:16 – Global 6/30/2011 10-Q/A — 7
CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Business and Organization
Corporate Property Associates 16 — Global Incorporated (“CPA®:16 — Global” and, together with its consolidated subsidiaries and predecessors, “we”, “us” or “our”) is a publicly owned, non-listed real estate investment trust (“REIT”) that invests primarily in commercial properties leased to companies domestically and internationally. As a REIT, we are not subject to United States (“U.S.”) federal income taxation as long as we satisfy certain requirements, principally relating to the nature of our income, the level of our distributions and other factors. We earn revenue principally by leasing the properties we own to single corporate tenants, primarily on a triple-net leased basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. Revenue is subject to fluctuation because of the timing of new lease transactions, lease terminations, lease expirations, contractual rent adjustments, tenant defaults and sales of properties. At June 30, 2011, our portfolio was comprised of our full or partial ownership interests in 559 properties, substantially all of which were triple-net leased to 150 tenants, and totaled approximately 51 million square feet (on a pro rata basis), with an occupancy rate of approximately 98%. We were formed in 2003 and are managed by W. P. Carey & Co. LLC (“WPC”) and its subsidiaries (collectively, the “advisor”).
CPA®:16 — Global and certain of its subsidiaries entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 13, 2010, with CPA®:14, WPC and certain of their subsidiaries. On April 26, 2011, the merger of CPA®:14 with and into our subsidiary, CPA 16 Merger Sub, (the “Merger”) was approved by CPA®:14’s shareholders. The Merger (Note 3) was consummated and became effective on May 2, 2011.
Following the consummation of the Merger, we implemented an internal reorganization pursuant to which CPA®:16 — Global was reorganized as an umbrella partnership real estate investment trust (an “UPREIT,” and the reorganization, the “UPREIT reorganization”) to hold substantially all of its assets and liabilities in CPA 16 LLC (the “Operating Partnership”), a newly formed Delaware limited liability company subsidiary (Note 3). At June 30, 2011, CPA®:16 — Global owned approximately 99.985% of general and limited partnership interests in the Operating Partnership.
Note 2. Basis of Presentation
Our interim consolidated financial statements have been prepared, without audit, in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of our consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of results of operations, financial position and cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2010, which are included in our 2010 Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.
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. Certain prior year amounts have been reclassified to conform to the current year presentation.
Basis of Consolidation
The consolidated financial statements reflect all of our accounts, including those of our majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.
CPA®:16 – Global 6/30/2011 10-Q/A — 8
Notes to Consolidated Financial Statements
Out of Period Adjustment
During the second quarter of 2011, we identified an error in the consolidated financial statements related to the year 2010 through the first quarter of 2011. The error relates to the recognition of lease revenues in connection with an operating lease in 2010 and the first quarter of 2011. We concluded this adjustment, which totalled $2.2 million was not material to our results for the prior year periods or the quarter ended June 30, 2011, and as such, this cumulative change was recorded in the statement of operations in the second quarter of 2011 as an out-of-period adjustment of $2.2 million.
Information about International Geographic Areas
For the periods presented, our international investments were comprised of investments in the European Union, Canada, Mexico, Malaysia and Thailand. The following tables present information about these investments (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues | | $ | 31,768 | | | $ | 23,744 | | | $ | 58,535 | | | $ | 50,022 | |
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Net investments in real estate | | $ | 1,115,579 | | | $ | 913,639 | |
Future Accounting Requirements
The following Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”) are applicable to us in current or future reports, as indicated:
ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations— In December 2010, the FASB issued an update to Accounting Standards Codification Topic (“ASC”) 805,Business Combinations. The amendments in the update clarify that the pro forma disclosures required under ASC 805 should depict revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. Additionally, the amendments expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination(s) included in the reported pro forma revenue and earnings. These amendments impact the form of our disclosures only, are applicable to us prospectively and are effective for our business combinations for which the acquisition date is on or after December 15, 2010.
ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements inU.S. GAAP and IFRSs— In May 2011, the FASB issued an update to ASC 820,Fair Value Measurements. The amendments in the update explain how to measure fair value and do not require additional fair value measurements nor are they intended to establish valuation standards or affect valuation practices outside of financial reporting. These new amendments will impact the level of information we provide, particularly for level 3 fair value measurements and the measurement’s sensitivity to changes in unobservable inputs, our use of a
CPA®:16 – Global 6/30/2011 10-Q/A — 9
Notes to Consolidated Financial Statements
nonfinancial asset in a way that differs from that asset’s highest and best use, and the categorization by level of the fair value hierarchy for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed. These amendments are expected to impact the form of our disclosures only, are applicable to us prospectively and are effective for our interim and annual periods beginning in 2012.
ASU 2011-05, Presentation of Comprehensive Income— In June 2011, the FASB issued an update to ASC 220,Comprehensive Income. The amendments in the update change the reporting options applicable to the presentation of other comprehensive income and its components in the financial statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Additionally, the update requires the consecutive presentation of the statement of net income and other comprehensive income. Finally, the update requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. These amendments impact the form of our disclosures only, are applicable to us retrospectively and are effective for our interim and annual periods beginning in 2012.
Note 3. Merger and UPREIT Reorganization
Merger
On May 2, 2011, CPA®:14 merged with and into one of our consolidated subsidiaries based on the Merger Agreement, which entitled shareholders of CPA®:14 to receive $10.50 per share after giving effect to a $1.00 per share special cash distribution to be funded by CPA®:14. The estimated net asset value (“NAV”) of CPA®:14 as of May 2, 2011 was $11.90 per share. NAV per share was determined based upon an estimate of the fair market value of real estate adjusted to give effect to the estimated fair value of mortgages encumbering our assets as well as other adjustments. There are a number of variables that comprise this calculation, including individual tenant credits, lease terms, lending credit spreads, foreign currency exchange rates, and tenant defaults, among others.
For each share of CPA®:14 stock owned, each CPA®:14 shareholder received, at their election, either (i) $10.50 in cash or (ii) 1.1932 shares of CPA®:16 — Global, collectively the “Merger Consideration.” We paid the Merger Consideration of $954.5 million, including the payment of $444.0 million in cash to liquidating shareholders and the issuance of 57,365,145 shares of common stock with a fair value of $510.5 million on the date of closing to shareholders of CPA®:14 in exchange for 48,076,723 shares of CPA®:14 common stock. The $1.00 per share special cash distribution, totaling $90.4 million in the aggregate, was funded from the proceeds of properties sold by CPA®:14 in connection with the Merger, as described below. In order to fund the Merger Consideration, we utilized a portion of the $302.0 million of available cash drawn under our new line of credit (Note 11) and $121.0 million in cash we received from WPC in return for the issuance of 13,750,000 of our common shares.
The assets we acquired and liabilities we assumed in the Merger exclude certain sales made by CPA®:14 of equity interests in entities that owned six properties (the “Property Sales”) in connection with the Merger to two affiliates, Corporate Property Associates 17 — Global Incorporated and WPC, for an aggregate of $89.5 million in cash. Immediately prior to the Merger and subsequent to the Property Sales, CPA®:14’s portfolio was comprised of full or partial ownership in 177 properties, substantially all of which were triple-net leased. In the Merger, we acquired these properties and their related leases with an average remaining life of 8.3 years and an estimated aggregate annualized contractual minimum base rent of $149.8 million. We also assumed the related property debt comprised of 7 variable-rate and 48 fixed-rate non-recourse mortgages with preliminary fair values of $38.1 million and $421.9 million, respectively, with weighted average rates of 6.8% and 6.1%, respectively. We accounted for the Merger as a business combination under the acquisition method of accounting. As part of the Merger, we acquired from CPA®:14 the remaining equity interests in a subsidiary that we previously consolidated, which was accounted for as an equity transaction. Acquisition costs of $10.2 million related to the Merger, as well as those related to the equity transaction described above and the reorganization described below, have been expensed as incurred and classified within General and administrative expense in the consolidated statements of operations for the six months ended June 30, 2011.
CPA®:16 – Global 6/30/2011 10-Q/A — 10
Notes to Consolidated Financial Statements
The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition, based on the current best estimates of management. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed. Investments in real estate, Net investments in direct financing leases, equity investments in real estate, non-recourse debt and amounts attributable to noncontrolling interests were based on preliminary valuation data and estimates. Accordingly, the fair values of these assets and liabilities and the impact to the bargain purchase gain are subject to change.
| | | | |
|
Merger Consideration: | | | | |
Fair value of CPA®:16 — Global common shares issued | | $ | 510,549 | |
Cash consideration | | | 444,045 | |
| | | |
| | $ | 954,594 | |
| | | |
| | | | |
Assets acquired at fair value: | | | | |
Investments in real estate | | $ | 582,802 | |
Net investment in direct financing leases | | | 161,414 | |
Assets held for sale | | | 11,202 | |
Equity investments in real estate | | | 134,609 | |
Intangible assets | | | 419,928 | |
Cash and cash equivalents | | | 189,266 | |
Other assets, net | | | 27,577 | |
| | | |
| | | 1,526,798 | |
| | | |
| | | | |
Liabilities assumed at fair value: | | | | |
Non-recourse debt | | | (460,271 | ) |
Accounts payable, accrued expenses and other liabilities | | | (9,878 | ) |
Prepaid and deferred rental income and security deposits | | | (45,848 | ) |
Due to affiliates | | | (2,753 | ) |
Distributions payable | | | (95,943 | ) |
| | | |
| | | (614,693 | ) |
| | | |
Amounts attributable to noncontrolling interests | | | 63,003 | |
| | | |
Net assets acquired at fair value | | | 975,108 | |
Change in interest upon acquisition of noncontrolling interest of Carrefour | | (3,543 | ) |
| | | |
Bargain purchase gain on acquisition | | $ | (16,971 | ) |
| | | |
As required by GAAP, fair value related to the assets acquired and liabilities assumed as well as the shares exchanged, has been computed as of the closing date of the Merger by the advisor in a manner consistent with the methodology described above. The computed fair values as of the closing date of the Merger reflect increases in the fair value of our and CPA®:14’s net assets during that period, which were primarily attributable to changes in foreign exchange rates as well the length of time that elapsed between the date of the Merger Agreement which was December 13, 2010 and May 2, 2011, the date on which we obtained control of CPA®:14. As a result, our NAV at the date of the Merger increased to $8.90 per share resulting in the total fair value of the merger consideration of $954.5 million; however the preliminary fair value for the net assets acquired from CPA®:14 increased more to $971.5 million, resulting in a Bargain purchase gain on acquisition of $17.0 million recorded on the consolidated statements of operations for the three and six months ended June 30, 2011.
The estimated lease revenues and income from operations contributed from the properties acquired from the date of the Merger through June 30, 2011 were $9.0 million and $3.6 million (inclusive of $0.2 million attributable to noncontrolling interests), respectively.
UPREIT Reorganization
Immediately following the Merger on May 2, 2011, we completed an internal reorganization whereby CPA®:16 — Global formed an umbrella partnership real estate investment trust, or “UPREIT”, which was approved by CPA®:16 — Global shareholders in connection with the Merger. In connection this “UPREIT Reorganization”, we contributed substantially all of our assets and liabilities to the Operating Partnership in exchange for a managing member interest and units of membership interest in the Operating Partnership, which together represent a 99.985% capital interest of the “Managing Member” (representing our stockholders’ interest). Carey REIT
CPA®:16 – Global 6/30/2011 10-Q/A — 11
Notes to Consolidated Financial Statements
III, Inc. (the “Special General Partner”), a subsidiary of WPC, acquired a special membership interest (“Special Interest”) of 0.015% in the Operating Partnership entitling it to receive certain profit allocations and distributions of Available Cash and a Final Distribution, each as discussed below. As we have control of the Operating Partnership through our managing member’s interest, we consolidate the Operating Partnership in our financial results.
We amended our advisory agreements with affiliates of W. P. Carey to give effect to this reorganization and to reflect a revised fee structure whereby (i) our asset management fees are prospectively reduced to 0.5% from 1.0% of the asset value of a property under management and (ii) the former 15% subordinated incentive fee and termination fees have been eliminated. The Available Cash Distribution is contractually limited to 0.5% of our assets under management. The fee structure related to initial acquisition fees, subordinated acquisition fees and subordinated disposition fees remains unchanged.
The Special General Partner is entitled to 10% of our available cash (the “Available Cash Distribution”), which is defined as cash generated from operations, excluding capital proceeds, as reduced by operating expenses and debt service, excluding prepayments and balloon payments. The Available Cash Distribution is contractually limited to 0.5% of the value of our assets under management. The Special General Partner may also elect to receive the Available Cash Distribution in shares of our common stock. In the event of a capital transaction such as a sale, exchange, disposition or refinancing of our assets, the Special General Partner is also entitled to receive a “Final Distribution” equal to 15% of residual returns after giving effect to a 100% return of the Managing Member’s invested capital plus a 6% priority return.
In connection with the issuance of the Special Interest, we incurred a non-cash charge of $34.3 million in the consolidated statements of operations, equal to the fair value of the noncontrolling interests issued (Note 14). We determined the fair value of the Special Interest based a discounted cash flow model, which included assumptions related to estimated future cash flows.
CPA®:16 – Global 6/30/2011 10-Q/A — 12
Notes to Consolidated Financial Statements
Note 4. Agreements and Transactions with Related Parties
Transactions with the Advisor
We have an advisory agreement with the advisor whereby the advisor performs certain services for us for a fee. On May 2, 2011, following the Merger we amended the agreement to reflect the UPREIT Reorganization (Note 3). The current form of the agreement ends on September 30, 2011, subject to renewal. Under the terms of this agreement, the advisor manages our day-to-day operations, for which we pay the advisor asset management and performance fees (through May 2, 2011), and the advisor structures and negotiates the purchase and sale of investments and debt placement transactions for us, for which we pay the advisor structuring and subordinated disposition fees and certain cash distributions, as noted below. In addition, we reimburse the advisor for certain administrative duties performed on our behalf. We also have certain agreements with joint ventures. The following tables present a summary of fees we paid and expenses we reimbursed to the advisor in accordance with the advisory agreement (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Amounts included in operating expenses: | | | | | | | | | | | | | | | | |
Asset management fees (a) | | $ | 4,292 | | | $ | 2,933 | | | $ | 7,233 | | | $ | 5,864 | |
Performance fees (a) | | | 980 | | | | 2,933 | | | | 3,921 | | | | 5,864 | |
Personnel reimbursements (b) | | | 1,646 | | | | 863 | | | | 2,591 | | | | 1,704 | |
Office rent reimbursements (b) | | | 245 | | | | 175 | | | | 438 | | | | 373 | |
Contract Termination (c) | | | 34,300 | | | | — | | | | 34,300 | | | | — | |
| | | | | | | | | | | | |
| | $ | 41,463 | | | $ | 6,904 | | | $ | 48,483 | | | $ | 13,805 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Transaction fees incurred: | | | | | | | | | | | | | | | | |
Current acquisition fees (d) | | $ | 28 | | | $ | — | | | $ | 28 | | | $ | — | |
Deferred acquisition fees (d) (e) | | | 22 | | | | — | | | | 22 | | | | — | |
Mortgage refinancing fees (f) | | | 305 | | | | — | | | | 305 | | | | — | |
| | | | | | | | | | | | |
| | $ | 355 | | | $ | — | | | $ | 355 | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Unpaid transaction fees: | | | | | | | | |
Deferred acquisition fees | | $ | 3,294 | | | $ | 2,701 | |
Subordinated disposition fees (g) | | | 1,015 | | | | 1,013 | |
| | | | | | |
| | $ | 4,309 | | | $ | 3,714 | |
| | | | | | |
| | |
(a) | | Asset management and performance fees are included in Property expenses in the consolidated financial statements. For 2011 and 2010, the advisor elected to receive its asset management fees in cash and 80% of its performance fees in restricted shares, with the remaining 20% payable in cash. As a result of the UPREIT Reorganization, in accordance with the terms of the amended and restated advisory agreement, we no longer pay the advisor performance fees, but instead we pay the Available Cash Distribution (Note 3). At June 30, 2011, the advisor owned 34,662,200 shares, or 17.5%, of our common stock. |
|
(b) | | Personnel and office rent reimbursements are included in General and administrative expenses in the consolidated financial statements. Based on gross revenues through June 30, 2011, our current share of future annual minimum lease payments would be $1.0 million annually through 2016. |
|
(c) | | In May 2011, we incurred a non-cash charge of $34.3 million in connection with the issuance of the Special Interest to a subsidiary of WPC (Note 3). |
|
(d) | | Current and deferred acquisition fees were capitalized and included in the cost basis of the assets acquired. |
|
(e) | | We paid annual deferred acquisition fee installments of $1.9 million and $6.3 million in cash to the advisor in January 2011 and 2010, respectively. |
|
(f) | | Mortgage refinancing fees are capitalized to deferred financing costs to be amortized over the life of the new loans. |
|
(g) | | These fees, which are subordinated to the performance criterion and certain other provisions included in the advisory agreement, are deferred and are payable to the advisor only in connection with a liquidity event. |
CPA®:16 – Global 6/30/2011 10-Q/A — 13
Notes to Consolidated Financial Statements
Joint Ventures and Other Transactions with Affiliates
We own interests in entities ranging from 25% to 90%, as well as jointly-controlled tenant-in-common interests in properties, with the remaining interests generally held by affiliates. We consolidate certain of these investments and account for the remainder under the equity method of accounting.
Merger
In order to fund a portion of the Merger Consideration, we received $121.0 million in cash from WPC in return for the issuance of 13,750,000 of our common shares. Immediately after giving effect to the Merger, subsidiaries of WPC collectively owned approximately 17.5% of our outstanding common stock, which excludes its ownership in the Special Interest.
Note 5. Net Investments in Properties
Real Estate
Real estate, which consists of land and buildings leased to others, at cost, and accounted for as operating leases, is summarized as follows (in thousands):
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Land | | $ | 529,355 | | | $ | 338,979 | |
Buildings | | | 1,876,357 | | | | 1,391,442 | |
Less: Accumulated depreciation | | | (173,193 | ) | | | (145,957 | ) |
| | | | | | |
| | $ | 2,232,519 | | | $ | 1,584,464 | |
| | | | | | |
As discussed in Note 3, in connection with the Merger, we acquired several properties, which increased the carrying value of our real estate by $584.5 million. Assets disposed of during the current year period are discussed in Note 16. Fluctuations in foreign currency exchange rates had a positive impact on our net investments in properties at June 30, 2011, increasing the carrying value of our real estate by $51.3 million.
Carrefour France, SAS acquisition
In January 2011, we acquired shares in a subsidiary of CPA®:14 that owns ten properties in France (the “Carrefour Properties”) in exchange for newly issued shares in one of our wholly-owned subsidiaries that also owns several properties in France. The Carrefour Properties had a fair value of $143.1 million at the date of acquisition. As part of the transaction, we also assumed two related non-recourse mortgages on these properties with an aggregate fair value of $81.7 million at the date of acquisition. The mortgages mature in April 2017 and bear interest at variable rates which were 6.4% and 2.7% at June 30, 2011. The newly issued equity in our subsidiary to CPA®:14 resulted in a reduction of our ownership stake in the entity from 100% to 3%; however, we continued to consolidate this entity in the first quarter of 2011 because we effectively bought back these shares as part of the Merger. As part of the Merger, we acquired the remaining 97% interest in this entity on May 2, 2011, which was accounted for as an equity transaction, with the difference of $3.5 million recorded as an adjustment to our Additional paid-in capital. Following this change in ownership interest, the amount previously recorded in non-controlling interests of $5.7 million representing its proportionate share of the cumulative translation adjustment was reclassified to Accumulated other comprehensive loss in our consolidated balance sheets at June 30, 2011.
Operating Real Estate
Operating real estate, which consists primarily of our hotel operations, at cost, is summarized as follows (in thousands):
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Land | | $ | 8,296 | | | $ | 8,296 | |
Buildings | | | 68,125 | | | | 68,100 | |
Furniture, Fixtures & Equipment | | | 8,439 | | | | 8,376 | |
Less: Accumulated depreciation | | | (11,216 | ) | | | (9,623 | ) |
| | | | | | |
| | $ | 73,644 | | | $ | 75,149 | |
| | | | | | |
CPA®:16 – Global 6/30/2011 10-Q/A — 14
Notes to Consolidated Financial Statements
Note 6. Finance Receivables
Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivable portfolios consist of our Net investments in direct financing leases and notes receivable. Operating leases are not included in finance receivables as such amounts are not recognized as an asset in the consolidated balance sheets.
Notes Receivable
Hellweg 2
Under the terms of the note receivable acquired in connection with the April 2007 venture in which we and our affiliates acquired a property venture that in turn acquired a 24.7% ownership interest in a limited partnership and a lending venture that made a loan (“the note receivable”) to the holder of the remaining 75.3% interests in the limited partnership (“Hellweg 2 transaction”), the lending venture will receive interest at a fixed annual rate of 8%. The note receivable matures in April 2017. The note receivable has a principal balance of $23.7 million and $21.8 million, inclusive of our affiliates’ noncontrolling interest of $17.6 million and $16.2 million at June 30, 2011 and December 31, 2010, respectively.
Other
In June 2007, we entered into an agreement to provide a developer with a construction loan of up to $14.8 million that provides for a variable annual interest rate of the British Bankers Association London Inter-bank Offered Rate, or “LIBOR”, plus 2.5% and was scheduled to mature in April 2010. This agreement was subsequently amended to provide for two loans of up to $19.0 million and $4.9 million, respectively, each with a variable annual interest rate of LIBOR plus 2.5% and a fixed interest rate of 8%, respectively, both with maturity dates of December 2011. At June 30, 2011 and December 31, 2010, the aggregate balances of these notes receivable were $23.9 million and $24.0 million, respectively, inclusive of construction interest, which included amounts funded of $23.9 million for each period.
We had a note receivable that totaled $9.8 million and $9.7 million at June 30, 2011 and December 31, 2010, respectively, with a fixed annual interest rate of 6.3% and a maturity date of February 2015.
In addition, in connection with the Merger, we acquired three notes receivable that totaled $0.7 million at June 30, 2011.
Credit Quality of Finance Receivables
We generally seek investments in facilities that we believe are critical to the tenant’s business and that we believe have a low risk of tenant defaults. At June 30, 2011 and December 31, 2010, none of the balances of our finance receivables were past due and we had not established any allowances for credit losses. Additionally, there have been no modifications of finance receivables. We evaluate the credit quality of our tenant receivables utilizing an internal 5-point credit rating scale, with 1 representing the highest credit quality and 5 representing the lowest. The credit quality evaluation of our tenant receivables was last updated in the second quarter of 2011.
CPA®:16 – Global 6/30/2011 10-Q/A — 15
Notes to Consolidated Financial Statements
A summary of our finance receivables by internal credit quality rating is as follows (dollars in thousands):
| | | | | | | | | | | | | | | | |
| | Number of Tenants at | | | Net Investments in Direct Financing Leases at | |
Internal Credit Quality Indicator | | June 30, 2011 | | | December 31, 2010 | | | June 30, 2011 | | | December 31, 2010 | |
1 | | | 2 | | | | 2 | | | $ | 51,510 | | | $ | 39,505 | |
2 | | | 6 | | | | 3 | | | | 109,404 | | | | 49,639 | |
3 | | | 13 | | | | 3 | | | | 246,442 | | | | 26,015 | |
4 | | | 5 | | | | 10 | | | | 84,272 | | | | 203,074 | |
5 | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | $ | 491,628 | | | $ | 318,233 | |
| | | | | | | | | | | | |
|
| | Number of Obligors at | | | Notes Receivable at | |
Internal Credit Quality Indicator | | June 30, 2011 | | | December 31, 2010 | | | June 30, 2011 | | | December 31, 2010 | |
1 | | | — | | | | — | | | $ | — | | | $ | — | |
2 | | | 3 | | | | 1 | | | | 9,768 | | | | 9,738 | |
3 | | | 2 | | | | 2 | | | | 48,294 | | | | 45,766 | |
4 | | | — | | | | — | | | | — | | | | — | |
5 | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | $ | 58,062 | | | $ | 55,504 | |
| | | | | | | | | | | | |
Note 7. Equity Investments in Real Estate
We own interests in single-tenant net leased properties leased to corporations through noncontrolling interests (i) in partnerships and limited liability companies that we do not control but over which we exercise significant influence, and (ii) as tenants-in-common subject to common control. Generally, the underlying investments are jointly-owned with affiliates. We account for 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 from other-than-temporary impairments).
The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values (dollars in thousands):
| | | | | | | | | | | | |
| | Ownership Interest | | | Carrying Value at | |
Lessee | | at June 30, 2011 | | | June 30, 2011 | | | December 31, 2010 | |
True Value Company (a) | | | 50 | % | | $ | 45,967 | | | $ | — | |
Advanced Micro Devices, Inc. (a) | | | 67 | % | | | 34,127 | | | | — | |
The New York Times Company | | | 27 | % | | | 32,387 | | | | 33,888 | |
U-Haul Moving Partners, Inc. and Mercury Partners, LP | | | 31 | % | | | 32,323 | | | | 32,808 | |
LifeTime Fitness, Inc. and Town Sports International Holdings, Inc. (a) | | | 56 | % | | | 25,571 | | | | — | |
Schuler A.G. (b) (c) | | | 33 | % | | | 23,480 | | | | 21,892 | |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (b) (d) | | | 25 | % | | | 21,672 | | | | 18,493 | |
The Upper Deck Company (a) | | | 50 | % | | | 9,558 | | | | — | |
Del Monte Corporation (a) | | | 50 | % | | | 8,332 | | | | — | |
Police Prefecture, French Government (b) | | | 50 | % | | | 6,929 | | | | 6,636 | |
TietoEnator Plc (b) | | | 40 | % | | | 6,671 | | | | 6,921 | |
Frontier Spinning Mills, Inc. | | | 40 | % | | | 6,340 | | | | 6,249 | |
Best Buy Co., Inc. (a) | | | 37 | % | | | 5,685 | | | | — | |
Pohjola Non-life Insurance Company (b) | | | 40 | % | | | 5,544 | | | | 5,419 | |
OBI A.G. (b) (e) | | | 25 | % | | | 5,513 | | | | 4,907 | |
Actebis Peacock GmbH (b) | | | 30 | % | | | 5,346 | | | | 5,043 | |
Actuant Corporation (b) | | | 50 | % | | | 3,137 | | | | 2,670 | |
CPA®:16 – Global 6/30/2011 10-Q/A — 16
Notes to Consolidated Financial Statements
| | | | | | | | | | | | |
| | Ownership Interest | | | Carrying Value at | |
Lessee | | at June 30, 2011 | | | June 30, 2011 | | | December 31, 2010 | |
Consolidated Systems, Inc. (c) | | | 40 | % | | | 2,109 | | | | 2,109 | |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G.) (b) | | | 33 | % | | | 1,194 | | | | 1,179 | |
Talaria Holdings, LLC | | | 27 | % | | | 1,107 | | | | 1,400 | |
Thales S.A. (b) | | | 35 | % | | | 171 | | | | — | |
| | | | | | | | | | |
| | | | | | $ | 283,163 | | | $ | 149,614 | |
| | | | | | | | | | |
| | |
(a) | | We acquired our interest in this investment in connection with the Merger (Note 3). |
|
(b) | | The carrying value of this investment is affected by the impact of fluctuations in the exchange rate of the Euro. |
|
(c) | | Represents tenant-in-common interest. |
|
(d) | | The increase in carrying value was due in part to a cash contribution of $1.3 million made to us by the venture for funding of an expansion project. |
|
(e) | | The carrying value of this investment included our share of the Other Comprehensive Income (“OCI”) on interest rate swap derivative instruments recognized by the venture. |
The following tables present combined summarized financial information of our equity investments. Amounts provided are the total amounts attributable to the venture properties and do not represent our proportionate share (in thousands):
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Assets | | $ | 1,889,681 | | | $ | 1,406,049 | |
Liabilities | | | (1,240,198 | ) | | | (936,691 | ) |
| | | | | | |
Partners’/members’ equity | | $ | 649,483 | | | $ | 469,358 | |
| | | | | | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues | | $ | 51,372 | | | $ | 34,464 | | | $ | 98,975 | | | $ | 70,494 | |
Expenses | | | (26,866 | ) | | | (20,257 | ) | | | (54,822 | ) | | | (41,354 | ) |
Impairment charges (a) | | | (10,361 | ) | | | — | | | | (10,361 | ) | | | — | |
| | | | | | | | | | | | |
Net income | | $ | 14,145 | | | $ | 14,207 | | | $ | 33,792 | | | $ | 29,140 | |
| | | | | | | | | | | | |
| | |
(a) | | Amounts represent impairment charges for the three and six months ended June 30, 2011 by a venture that leases property to Best Buy Stores, L. P. |
We recognized income from equity investments in real estate of $1.8 million and $4.5 million for the three months ended June 30, 2011 and 2010, respectively, and $6.1 million and $9.3 million for the six months ended June 30, 2011 and 2010, respectively. Income from equity investments in real estate represents our proportionate share of the income or losses of these ventures as well as certain depreciation and amortization adjustments related to other-than-temporary impairment charges.
Note 8. Intangible Assets and Liabilities
In connection with our acquisition of properties, we have recorded net lease intangibles of $566.1 million, inclusive of $470.1 million net lease intangibles acquired in connection with the Merger and Carrefour Properties acquisition, which are being amortized over periods ranging from 4 years to 40 years. In-place lease, tenant relationship, above-market rent, management contract and franchise agreement intangibles are included in Intangible assets, net in the consolidated financial statements. Below-market rent intangibles are included in Prepaid and deferred rental income and security deposits in the consolidated financial statements.
CPA®:16 – Global 6/30/2011 10-Q/A — 17
Notes to Consolidated Financial Statements
Intangible assets and liabilities are summarized as follows (in thousands):
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
Amortized Intangible Assets | | | | | | | | |
Management contract | | $ | 874 | | | $ | 874 | |
Franchise agreement | | | 2,240 | | | | 2,240 | |
Less: accumulated amortization | | | (1,308 | ) | | | (1,134 | ) |
| | | | | | |
| | | 1,806 | | | | 1,980 | |
| | | | | | |
Lease intangibles: | | | | | | | | |
In-place lease | | | 386,435 | | | | 114,544 | |
Tenant relationship | | | 34,869 | | | | 33,934 | |
Above-market rent | | | 212,827 | | | | 41,769 | |
Less: accumulated amortization | | | (61,766 | ) | | | (43,145 | ) |
| | | | | | |
Total intangible assets | | | 572,365 | | | | 147,102 | |
| | | | | | |
| | $ | 574,171 | | | $ | 149,782 | |
| | | | | | |
| | | | | | | | |
Amortized Below-Market Rent Intangible Liabilities | | | | | | | | |
Below-market rent | | $ | (68,067 | ) | | $ | (43,037 | ) |
Less: accumulated amortization | | | 8,118 | | | | 6,963 | |
| | | | | | |
| | $ | (59,949 | ) | | $ | (36,074 | ) |
| | | | | | |
Net amortization of intangibles, including the effect of foreign currency translation, was $4.2 million and $2.0 million for the three months ended June 30, 2011 and 2010, respectively, and $8.7 million and $4.1 million for the six months ended June 30, 2011 and 2010, respectively. Amortization of below-market and above-market rent intangibles is recorded as an adjustment to lease revenue, while amortization of in-place lease and tenant relationship intangibles is included in depreciation and amortization. Based on the intangibles recorded at June 30, 2011, scheduled net annual amortization of intangibles for each of the next five years is expected to be $32.8 million for the remainder of 2011, $65.5 million for 2012, $65.0 million for 2013, $64.6 million for 2014, and $57.0 million for 2015.
Note 9. Fair Value Measurements
Under current authoritative accounting guidance for 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 and swaps; and Level 3, for which little or no market data exists, therefore requiring us to develop our own assumptions, such as certain securities.
Items Measured at Fair Value on a Recurring Basis
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Marketable Securities —Our marketable securities consisted of our investments in the common stock of certain companies. These investments were classified as Level 1 as we used quoted prices from active markets to determine their fair values.
Other Securities and Derivative Assets —Our other securities are comprised of our interest in a commercial mortgage loan securitization, our investments in equity units in Rave Reviews Cinemas and our interest in an interest-only senior note. Our derivative assets are comprised of an embedded credit derivative and stock warrants that were granted to us by lessees in connection with structuring initial lease transactions. These assets are not traded in an active market. We estimated the fair value of these assets using internal valuation models that incorporate market inputs and our own assumptions about future cash flows. We classified these assets as Level 3.
CPA®:16 – Global 6/30/2011 10-Q/A — 18
Notes to Consolidated Financial Statements
Derivative Liabilities —Our derivative liabilities are comprised of interest rate swaps. These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates. Our 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.
The following tables set forth our assets and liabilities that were accounted for at fair value on a recurring basis. Assets and liabilities presented below exclude assets and liabilities owned by unconsolidated ventures (in thousands):
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value Measurements at June 30, 2011 Using: | |
| | | | | | Quoted Prices in | | | | | | | |
| | | | | | Active Markets for | | | Significant Other | | | Unobservable | |
| | | | | | Identical Assets | | | Observable Inputs | | | Inputs | |
Description | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
Assets: | | | | | | | | | | | | | | | | |
Marketable securities | | $ | 346 | | | $ | 346 | | | $ | — | | | $ | — | |
Other securities | | | 16,250 | | | | — | | | | — | | | | 16,250 | |
Derivative assets | | | 1,380 | | | | — | | | | — | | | | 1,380 | |
| | | | | | | | | | | | |
Total | | $ | 17,976 | | | $ | 346 | | | $ | — | | | $ | 17,630 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Derivative liabilities | | $ | (2,436 | ) | | $ | — | | | $ | (2,436 | ) | | $ | — | |
| | | | | | | | | | | | |
Total | | $ | (2,436 | ) | | $ | — | | | $ | (2,436 | ) | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Fair Value Measurements at December 31, 2010 Using: | |
| | | | | | Quoted Prices in | | | | | | | |
| | | | �� | | Active Markets for | | | Significant Other | | | Unobservable | |
| | | | | | Identical Assets | | | Observable Inputs | | | Inputs | |
Description | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
Assets: | | | | | | | | | | | | | | | | |
Money market funds | | $ | 6,769 | | | $ | 6,769 | | | $ | — | | | $ | — | |
Other securities | | | 1,553 | | | | — | | | | — | | | | 1,553 | |
Derivative assets | | | 1,369 | | | | — | | | | — | | | | 1,369 | |
| | | | | | | | | | | | |
Total | | $ | 9,691 | | | $ | 6,769 | | | $ | — | | | $ | 2,922 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Derivative liabilities | | $ | (504 | ) | | $ | — | | | $ | (504 | ) | | $ | — | |
| | | | | | | | | | | | |
Total | | $ | (504 | ) | | $ | — | | | $ | (504 | ) | | $ | — | |
| | | | | | | | | | | | |
CPA®:16 – Global 6/30/2011 10-Q/A — 19
Notes to Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using Significant Unobservable Inputs (Level 3 Only) | |
| | Three Months Ended June 30, 2011 | | | Three Months Ended June 30, 2010 | |
| | Other | | | Derivative | | | Total | | | Other | | | Derivative | | | Total | |
| | Securities | | | Assets | | | Assets | | | Securities | | | Assets | | | Assets | |
Beginning balance | | $ | 1,464 | | | $ | 1,333 | | | $ | 2,797 | | | $ | 1,775 | | | $ | 1,974 | | | $ | 3,749 | |
Total gains or losses (realized and unrealized): | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases, issuances and settlements | | | 15,179 | | | | — | | | | 15,179 | | | | — | | | | — | | | | — | |
Included in earnings | | | — | | | | 45 | | | | 45 | | | | — | | | | 792 | | | | 792 | |
Included in other comprehensive income (loss) | | | 64 | | | | 2 | | | | 66 | | | | 21 | | | | (149 | ) | | | (128 | ) |
Amortization and accretion | | | (457 | ) | | | — | | | | (457 | ) | | | (82 | ) | | | — | | | | (82 | ) |
| | | | | | | | | | | | | | | | | | |
Ending balance | | $ | 16,250 | | | $ | 1,380 | | | $ | 17,630 | | | $ | 1,714 | | | $ | 2,617 | | | $ | 4,331 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | — | | | $ | 45 | | | $ | 45 | | | $ | — | | | $ | 792 | | | $ | 792 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using Significant Unobservable Inputs (Level 3 Only) | |
| | Six Months Ended June 30, 2011 | | | Six Months Ended June 30, 2010 | |
| | Other | | | Derivative | | | Total | | | Other | | | Derivative | | | Total | |
| | Securities | | | Assets | | | Assets | | | Securities | | | Assets | | | Assets | |
Beginning balance | | $ | 1,553 | | | $ | 1,369 | | | $ | 2,922 | | | $ | 1,851 | | | $ | 2,178 | | | $ | 4,029 | |
Total gains or losses (realized and unrealized): | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases, issuances and settlements | | | 15,179 | | | | — | | | | 15,179 | | | | — | | | | — | | | | — | |
Included in earnings | | | — | | | | 8 | | | | 8 | | | | — | | | | 641 | | | | 641 | |
Included in other comprehensive income (loss) | | | 58 | | | | 3 | | | | 61 | | | | 24 | | | | (202 | ) | | | (178 | ) |
Amortization and accretion | | | (540 | ) | | | — | | | | (540 | ) | | | (161 | ) | | | — | | | | (161 | ) |
| | | | | | | | | | | | | | | | | | |
Ending balance | | $ | 16,250 | | | $ | 1,380 | | | $ | 17,630 | | | $ | 1,714 | | | $ | 2,617 | | | $ | 4,331 | |
| | | | | | | | | | | | | | | | | | |
|
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | | $ | — | | | $ | 8 | | | $ | 8 | | | $ | — | | | $ | 641 | | | $ | 641 | |
| | | | | | | | | | | | | | | | | | |
We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the three and six months ended June 30, 2011 and 2010, except for those assets and liabilities acquired in connection with the Merger. Gains and losses (realized and unrealized) included in earnings are reported in Other income and (expenses) in the consolidated financial statements.
Our other financial instruments had the following carrying values and fair values as of the dates shown (in thousands):
| | | | | | | | | | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
| | Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | |
Non-recourse debt | | $ | 1,891,916 | | | $ | 1,837,918 | | | $ | 1,369,248 | | | $ | 1,314,768 | |
Line of credit | | | 275,000 | | | | 275,000 | | | | — | | | | — | |
Notes receivable | | | 58,062 | | | | 59,069 | | | | 55,504 | | | | 55,682 | |
We determined the estimated fair value of our debt and note instruments using a discounted cash flow model with rates that take into account the credit of the tenants and interest rate risk. We estimated that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at both June 30, 2011 and December 31, 2010.
CPA®:16 – Global 6/30/2011 10-Q/A — 20
Notes to Consolidated Financial Statements
Items Measured at Fair Value on a Non-Recurring Basis
We perform an assessment, when required, of the value of certain of our real estate investments in accordance with current authoritative accounting guidance. As part of that assessment, we determined the valuation of these assets using widely accepted valuation techniques, including expected discounted cash flows or an income capitalization approach, which considers prevailing market capitalization rates. We reviewed each investment based on the highest and best use of the investment and market participation assumptions. We determined that the significant inputs used to value these investments fall within Level 3. We calculated the impairment charges recorded during the three and six months ended June 30, 2011 and 2010 based on market conditions and assumptions that existed at the time. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change.
The following table presents information about our other assets that were measured on a fair value basis for the periods presented. All of the impairment charges were measured using unobservable inputs (Level 3) and were recorded based on market conditions and assumptions that existed at the time (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2011 | | | Three Months Ended June 30, 2010 | |
| | Total Fair Value | | | Total Impairment | | | Total Fair Value | | | Total Impairment | |
| | Measurements | | | Charges | | | Measurements | | | Charges | |
Impairment Charges From Continuing Operations: | | | | | | | | | | | | | | | | |
Net investments in properties | | $ | 36,645 | | | $ | 11,906 | | | $ | — | | | $ | — | |
Net investments in direct financing leases | | | 54,590 | | | | 509 | | | | — | | | | — | |
Intangible assets | | | 1,555 | | | | 450 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | $ | 92,790 | | | $ | 12,865 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Impairment Charges From Discontinued Operations: | | | | | | | | | | | | | | | | |
Net investments in properties | | $ | 5,362 | | | $ | 24 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
| | $ | 5,362 | | | $ | 24 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2011 | | | Six Months Ended June 30, 2010 | |
| | Total Fair Value | | | Total Impairment | | | Total Fair Value | | | Total Impairment | |
| | Measurements | | | Charges | | | Measurements | | | Charges | |
Impairment Charges and Allowance for Credit Losses From Continuing Operations: | | | | | | | | | | | | | | | | |
Real estate | | | | | | | | | | | | | | | | |
Net investments in properties | | $ | 36,645 | | | $ | 11,906 | | | $ | 17,295 | | | $ | 2,835 | |
Net investments in direct financing leases | | | 54,590 | | | | 509 | | | | 31,705 | | | | 5,195 | |
Intangible assets | | | 1,555 | | | | 450 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | $ | 92,790 | | | $ | 12,865 | | | $ | 49,000 | | | $ | 8,030 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Impairment Charges From Discontinued Operations: | | | | | | | | | | | | | | | | |
Net investments in properties | | | 5,362 | | | | 24 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | $ | 5,362 | | | $ | 24 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
The amounts above exclude the assets acquired and non-recourse mortgages assumed as part of the Merger. As described in Note 3, the assets acquired and liabilities assumed were recorded at fair value as of the closing of the Merger and were measured primarily using unobservable inputs (Level 3) based on market conditions and assumptions that existed at the time. The bargain purchase gain of $17.0 million was derived based upon the change in fair value of the Merger consideration and the assets received using unobservable inputs.
CPA®:16 – Global 6/30/2011 10-Q/A — 21
Notes to Consolidated Financial Statements
Note 10. 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 three main components of economic risk: interest rate risk, credit risk and market risk. We are primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans as well as changes in the value of our other securities due to changes in interest rates or other market factors. In addition, we own investments in the European Union, Canada, Mexico, Malaysia and Thailand and are subject to the risks associated with changing foreign currency exchange rates.
Foreign Currency Exchange
We are exposed to foreign currency exchange rate movements, primarily in the Euro, and to a lesser extent, certain other currencies. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency, but we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. We may also face challenges with repatriating cash from our foreign investments. We may encounter instances where it is difficult to repatriate cash because of jurisdictional restrictions or because repatriating cash may result in current or future tax liabilities. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and (expenses) in the consolidated financial statements.
Use of Derivative Financial Instruments
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates. We have not entered, and do not plan to enter into financial instruments for trading or speculative purposes. In addition to derivative instruments that we entered into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may own common stock warrants, granted to us by lessees when structuring lease transactions, that are considered to be derivative instruments. The primary risks related to our use of derivative instruments are that a counterparty to a hedging arrangement could default on its obligation or that the credit quality of the counterparty may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are 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. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings or recognized in OCI until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
CPA®:16 – Global 6/30/2011 10-Q/A — 22
Notes to Consolidated Financial Statements
The following table sets forth certain information regarding our derivative instruments (in thousands):
| | | | | | | | | | | | | | | | | | | | |
Derivatives Designated | | Balance Sheet | | | Asset Derivatives Fair Value at | | | Liability Derivatives Fair Value at | |
as Hedging Instruments | | Location | | | June 30, 2011 | | | December 31, 2010 | | | June 30, 2011 | | | December 31, 2010 | |
Foreign currency collar contracts | | Accounts payable, accrued expenses and other liabilities | | $ | — | | | $ | — | | | $ | — | | | $ | (106 | ) |
Interest rate swaps | | Accounts payable, accrued expenses and other liabilities | | | — | | | | — | | | | (2,436 | ) | | | (398 | ) |
| | | | | | | | | | | | | | | | | | | | |
Derivatives Not Designated as Hedging Instruments | | | | | | | | | | | | | | | | | | | | |
Embedded credit derivatives | | Other assets, net | | | 3 | | | | 46 | | | | — | | | | — | |
Stock warrants | | Other assets, net | | | 1,377 | | | | 1,323 | | | | — | | | | — | |
| | | | | | | | | | | | | | | |
Total derivatives | | | | | | $ | 1,380 | | | $ | 1,369 | | | $ | (2,436 | ) | | $ | (504 | ) |
| | | | | | | | | | | | | | | |
The following tables present the impact of derivative instruments on the consolidated financial statements (in thousands):
| | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) Recognized | | | Amount of Gain (Loss) Reclassified | |
| | in OCI on Derivatives (Effective Portion) | | | from OCI into Income (Effective Portion) | |
| | Three Months Ended June 30, | | | Three Months Ended June 30, | |
Derivatives in Cash Flow Hedging Relationships | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Interest rate swaps (a) | | $ | (56 | ) | | $ | (169 | ) | | $ | — | | | $ | — | |
Foreign currency forward contracts (a) (b) | | | — | | | | 100 | | | | — | | | | 39 | |
Foreign currency collars (a) (b) | | | — | | | | 144 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | $ | (56 | ) | | $ | 75 | | | $ | — | | | $ | 39 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) Recognized | | | Amount of Gain (Loss) Reclassified | |
| | in OCI on Derivatives (Effective Portion) | | | from OCI into Income (Effective Portion) | |
| | Six Months Ended June 30, | | | Six Months Ended June 30, | |
Derivatives Not in Cash Flow HedgingRelationships | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Interest rate swaps (a) | | $ | (157 | ) | | $ | (219 | ) | | $ | — | | | $ | — | |
Foreign currency forward contracts (a) (b) | | | 106 | | | | 223 | | | | — | | | | 29 | |
Foreign currency collars (a) (b) | | | — | | | | 180 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | $ | (51 | ) | | $ | 184 | | | $ | — | | | $ | 29 | |
| | | | | | | | | | | | |
| | |
(a) | | During the three and six ended June 30, 2011 and 2010, no gains or losses were reclassified from OCI into income related to ineffective portions of hedging relationships or to amounts excluded from effectiveness testing. |
|
(b) | | Gains (losses) reclassified from OCI into income for contracts that have settled are included in Other income and (expenses). |
CPA®:16 – Global 6/30/2011 10-Q/A — 23
Notes to Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Amount of Gain (Loss) Recognized | |
| | | | | | in Income on Derivatives | |
Derivatives in Cash Flow | | Location of Gain (Loss) | | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
Hedging Relationships | | Recognized in Income | | | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Embedded credit derivatives (a) | | Other income and (expenses) | | $ | (9 | ) | | $ | 928 | | | $ | (46 | ) | | $ | 722 | |
Stock warrants | | Other income and (expenses) | | | 54 | | | | (135 | ) | | | 54 | | | | (81 | ) |
| | | | | | | | | | | | | | | |
Total | | | | | | $ | 45 | | | $ | 793 | | | $ | 8 | | | $ | 641 | |
| | | | | | | | | | | | | | | |
| | |
(a) | | Included losses attributable to noncontrolling interests totaling less than $0.1 million and $0.1 million for the three and six months ended June 30, 2011, respectively, and gains totaling $0.4 million and $0.5 million for the three and six months ended June 30, 2010, respectively. |
See below for information on our purposes for entering into derivative instruments, including those not designated as hedging instruments, and for information on derivative instruments owned by unconsolidated ventures, which are excluded from the tables above.
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 attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our venture partners may obtain variable-rate non-recourse mortgage loans and, as a result, may 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 the 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 derivative instruments that we had outstanding on our consolidated ventures at June 30, 2011 were designated as cash flow hedges and are summarized as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Notional | | | Effective | | | Effective | | | Expiration | | | Fair Value | |
| | Type | | | Amount | | | Interest Rate | | | Date | | | Date | | | at June 30, 2011 | |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 3,769 | | | | 6.7 | % | | | 2/2008 | | | | 2/2018 | | | $ | (423 | ) |
1-Month LIBOR | | “Pay-fixed” swap | | | 6,186 | | | | 6.4 | % | | | 7/2008 | | | | 7/2018 | | | | (722 | ) |
1-Month LIBOR | | “Pay-fixed” swap | | | 11,681 | | | | 5.6 | % | | | 3/2008 | | | | 3/2018 | | | | (1,082 | ) |
1-Month LIBOR | | “Pay-fixed” swap | | | 3,976 | | | | 6.9 | % | | | 3/2011 | | | | 3/2021 | | | | (210 | ) |
The derivative instruments that our unconsolidated ventures had outstanding at June 30, 2011 were designated as cash flow hedges and are summarized as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ownership | | | | | | | | | | | | | | | | | | | Effective | | | | | | | | | | |
| | Interest at | | | | | | | Notional | | | | | | | | | | | Interest | | | Effective | | | Expiration | | | Fair Value | |
| | June 30, 2011 | | | Type | | | Amount | | | Cap Rate | | | Spread | | | Rate | | | Date | | | Date | | | at June 30, 2011 | |
3-Month LIBOR | | | 25.0 | % | | “Pay-fixed” swap | | $ | 167,060 | | | | N/A | | | | N/A | | | | 5.0%-5.6 | % | | | 7/2006-4/2008 | | | | 10/2015-7/1/2016 | | | $ | (8,176 | ) |
3-Month LIBOR | | | 27.3 | % | | Interest rate cap | | | 124,424 | | | | 4.0 | % | | | 1.2 | % | | | N/A | | | | 3/2011 | | | | 8/2014 | | | | 326 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (7,850 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Embedded Credit Derivatives
In connection with our April 2007 investment in a portfolio of German properties (Hellweg 2 transaction) through a venture in which we have a total effective ownership interest of 26% and which we consolidate, we obtained non-recourse mortgage financing for
CPA®:16 – Global 6/30/2011 10-Q/A — 24
Notes to Consolidated Financial Statements
which the interest rate has both fixed and variable components. In connection with providing the financing, the lender entered into an interest rate swap agreement on its own behalf through which the fixed interest rate component of the financing was converted into a variable interest rate instrument. Through the venture, we have the right, at our sole discretion, to prepay this debt at any time and to participate in any realized gain or loss on the interest rate swap at that time. These participation rights are deemed to be embedded credit derivatives.
Stock Warrants
We own stock warrants that were generally granted to us by lessees in connection with structuring initial lease transactions. These warrants are defined as derivative instruments because they are readily convertible to cash or provide for net cash settlement upon conversion.
Other
Amounts reported in OCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. At June 30, 2011, we estimate that an additional $0.9 million will be reclassified as interest expense during the next twelve months.
Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At June 30, 2011, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $2.5 million and $0.5 million at June 30, 2011 and December 31, 2010, respectively, which included accrued interest but excluded any adjustment for nonperformance risk. If we had breached any of these provisions at either June 30, 2011 or December 31, 2010, we could have been required to settle our obligations under these agreements at their termination value of $2.8 million or $0.6 million, respectively.
Portfolio Concentration Risk
Concentrations of credit risk arise when a group of tenants is engaged in similar business activities or is subject to 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 reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized contractual minimum base rent for the second quarter of 2011, in certain areas, as shown in the table below. The percentages in the table below represent our directly-owned real estate properties and do not include our pro rata share of equity investments.
| | | | |
| | At June 30, 2011 | |
Region: | | | | |
Total U.S. | | | 66 | % |
Total Europe | | | 30 | % |
Other International | | | 4 | % |
| | | |
Total International | | | 34 | % |
| | | |
Total | | | 100 | % |
| | | |
| | | | |
Asset Type: | | | | |
Industrial | | | 36 | % |
Warehouse/Distribution | | | 25 | % |
Retail | | | 19 | % |
Office | | | 12 | % |
Other | | | 8 | % |
| | | |
Total | | | 100 | % |
| | | |
| | | | |
Tenant Industry: | | | | |
Retail | | | 30 | % |
Other | | | 70 | % |
| | | |
Total | | | 100 | % |
| | | |
| | | | |
Tenant: | | | | |
Hellweg Die Profi-Baumarkte (Germany) | | | 15 | % |
Carrefour France, SAS (France) | | | 10 | % |
CPA®:16 – Global 6/30/2011 10-Q/A — 25
Notes to Consolidated Financial Statements
There were no significant concentrations, individually or in the aggregate, related to our unconsolidated ventures.
Note 11. Debt
Scheduled debt principal payments during each of the next five years following June 30, 2011 and thereafter are as follows (in thousands):
| | | | |
| | Total (b) | |
2011 (remainder) | | $ | 85,345 | |
2012 | | | 123,142 | |
2013 | | | 43,969 | |
2014 (a) | | | 402,373 | |
2015 | | | 151,287 | |
Thereafter through 2031 | | | 1,365,784 | |
| | | |
| | | 2,171,900 | |
Unamortized discount | | | 1,872 | |
| | | |
Total | | $ | 2,173,772 | |
| | | |
| | |
(a) | | Includes $275.0 million outstanding under our line of credit as discussed below. |
|
(b) | | Amounts exclude the fair market value of debt adjustments of $6.9 million at June 30, 2011. |
Certain amounts in the table above are based on the applicable foreign currency exchange rate at June 30, 2011.
Non-Recourse Debt
Non-recourse debt consists of mortgage notes payable, which are collateralized by the assignment of real property and direct financing leases, with an aggregate carrying value of $1.5 billion at June 30, 2011. Our mortgage notes payable had fixed annual interest rates ranging from 4.4% to 8.3% and variable annual interest rates ranging from 2.7% to 6.9%, with maturity dates ranging from 2011 to 2031 at June 30, 2011.
In connection with the Merger (Note 3), we assumed property level debt comprised of 7 variable-rate and 48 fixed-rate non-recourse mortgages with fair values totaling $38.1 million and $421.9 million, respectively, on the date of acquisition and recorded an aggregate net fair market value adjustment of $6.9 million. The fair market value adjustment is amortized to interest expense over the remaining lives of the loans. These fixed-rate and variable-rate mortgages have weighted average rates of 6.8% and 6.1%, respectively.
Additionally, in May 2011, we obtained non-recourse financing of $20.0 million that bears interest at a fixed rate of 5.08% and matures in June 2016 and is collateralized by a hotel property acquired in 2008.
In connection with obtaining our line of credit described below, we defeased eight loans with a fair value of $68.5 million and incurred a loss on extinguishment of debt of $2.5 million during the three and six months ended June 30, 2011.
Line of Credit
On May 2, 2011, we entered into a credit agreement (the “Credit Agreement”) with several banks including Bank of America, N.A. which acts as the administrative agent. CPA 16 Merger Sub, our subsidiary, was designated as the borrower and we and CPA 16 LLC, a subsidiary, were designated as guarantors. The Credit Agreement provides for a secured revolving credit facility in an amount of up to $320.0 million, with an option for CPA 16 Merger Sub to request an increase in the facility by an aggregate principal amount of up to $30.0 million for a total credit facility of up to $350.0 million. The revolving credit facility is scheduled to mature on May 2, 2014, with an option by CPA 16 Merger Sub to extend the maturity date for an additional 12 months. The revolving credit facility was used to finance in part the Merger, to repay certain property level indebtedness and for general corporate purposes.
CPA®:16 – Global 6/30/2011 10-Q/A — 26
Notes to Consolidated Financial Statements
The line of credit provides for an annual interest rate, at our election, of either (a) 3.25% plus LIBOR; or (b) 2.25% plus the greater of: (i) the lender’s prime rate, (ii) the Federal Funds Effective Rate plus 0.5%, or (iii) LIBOR plus 1.0%. The Credit Agreement also provides for the issuance of letters of credit at an annual interest rate of 3.25%. In addition, we are required to pay an annual fee of 50 basis points of the unused portion of the credit facility amount. We incurred costs of $4.5 million to procure the facility, which are being amortized over the term of the Credit Agreement.
Availability under the Credit Agreement is dependent upon the number, operating performance, cash flows and diversification of the properties comprising the borrowing base pool. At June 30, 2011, availability under the line was $298.8 million, of which we had drawn $275.0 million.
The Credit Agreement is fully recourse to CPA®:16 — Global and contains customary affirmative and negative covenants, including covenants that restrict CPA®:16 — Global and our subsidiaries’ ability to, among other things, incur additional indebtedness (other than non-recourse indebtedness), grant liens, dispose of assets, merge or consolidate, make investments, make acquisitions, pay dividends (as described below), enter into certain transactions with affiliates, and change the nature of its business or fiscal year. In addition, the Credit Agreement contains customary events of default.
The Credit Agreement stipulates several financial covenants that require us to maintain the following ratios and benchmarks at the end of each quarter (the quoted variables are specifically defined in the Credit Agreement):
| • | | a maximum “consolidated leverage ratio,” which requires us to maintain a ratio for “consolidated total indebtedness” to “total asset value” less than or equal to 65% (such rate is applicable through May 2013 and declines thereafter); |
|
| • | | a “minimum total equity value,” which requires us to maintain a “total equity value” of at least $1.19 billion. This amount must be adjusted in the event of any securities offering by adding 75% of the “net cash proceeds”; |
|
| • | | a “consolidated fixed charge coverage ratio,” which requires us to maintain a ratio for “consolidated EBITDA” to “consolidated fixed charges” of less than 1.50 to 1.0; |
|
| • | | a limitation on dividend payments, which requires us to ensure that dividends paid in cash are limited to 95% of “adjusted funds from operations,” except to the extent dividend payments are required for CPA®:16 — Global to maintain its status as a real estate investment trust under the Internal Revenue Code; and |
|
| • | | a limitation on “recourse indebtedness,” which prohibits us from incurring additional secured indebtedness other than “non-recourse indebtedness” or indebtedness that is recourse to us that exceeds $75.0 million. |
We were in compliance with these covenants at June 30, 2011.
Note 12. Commitments and Contingencies
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 13. 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. For investments in real estate in which an impairment indicator is identified, we follow a two-step process to determine whether the investment is impaired and to determine the amount of the charge. First, we compare the carrying value of the real estate to the future net undiscounted cash flow that we expect the real estate will generate, including any estimated proceeds from the eventual sale of the real estate. If this amount is less than the carrying value, the real estate is considered to be impaired, and we then measure the loss as the excess of the carrying value of the real estate over the estimated fair value of the real estate, which is primarily determined using market information such as recent comparable sales or broker quotes. If relevant market information is not available or is not deemed appropriate, we then perform a future net cash flow analysis discounted for inherent risk associated with each investment.
CPA®:16 – Global 6/30/2011 10-Q/A — 27
Notes to Consolidated Financial Statements
The following table summarizes impairment charges recognized on our consolidated and unconsolidated real estate investments for all periods presented (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Net investments in properties | | $ | 12,356 | | | $ | — | | | $ | 12,356 | | | $ | 2,835 | |
Net investments in direct financing leases | | | 509 | | | | — | | | | 509 | | | | 5,195 | |
| | | | | | | | | | | | |
Total impairment charges included in expenses | | | 12,865 | | | | — | | | | 12,865 | | | | 8,030 | |
| | | | | | | | | | | | |
Total impairment charges included in income from continuing operations | | | 12,865 | | | | — | | | | 12,865 | | | | 8,030 | |
Impairment charges included in discontinued operations | | | 24 | | | | — | | | | 24 | | | | — | |
| | | | | | | | | | | | |
Total impairment charges | | $ | 12,889 | | | $ | — | | | $ | 12,889 | | | $ | 8,030 | |
| | | | | | | | | | | | |
Significant impairment charges recognized during the three and six months ended June 30, 2011 and 2010 were as follows:
International Aluminum Corp.
During the three and six months ended June 30, 2011, we recognized an impairment charge of $12.4 million in connection with several properties leased to International Aluminum Corp. to reduce their carrying values to their estimated fair values in connection with the tenant filing for bankruptcy in May 2011. At June 30, 2011, these properties were classified as Net investments in properties in the consolidated financial statements.
The Talaria Company (Hinckley)
During the first quarter of 2010, we recognized impairment charges of $8.0 million, inclusive of amounts attributable to noncontrolling interests of $2.4 million, on a property leased to The Talaria Company (Hinckley) to reduce the carrying value to its estimated fair value based on a potential sale of the property that was ultimately not consummated. At June 30, 2011, the land was classified as Net investments in properties and the building was classified as Net investment in direct financing leases in the consolidated financial statements.
Note 14. Noncontrolling Interests
Noncontrolling interest is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. Other than our acquisition of noncontrolling interests in three properties from CPA®:14 in connection with the CPA®:14 Property Sales (Note 3), there were no changes in our ownership interest in any of our consolidated subsidiaries for the six months ended June 30, 2011.
CPA®:16 – Global 6/30/2011 10-Q/A — 28
Notes to Consolidated Financial Statements
Redeemable Noncontrolling Interests
We account for the noncontrolling interests in an entity that holds a note receivable recorded in connection with the Hellweg 2 transaction as redeemable noncontrolling interests because the transaction contains put options that, if exercised, would obligate the partners to settle in cash. The partners’ interests are reflected at estimated redemption value for all periods presented.
In November 2010, the property venture exercised its option for $297.3 million and acquired an additional 70% interest in the limited partnership.
The following table presents a reconciliation of redeemable noncontrolling interests (in thousands):
| | | | | | | | |
| | Six Months Ended | |
| | 2011 | | | 2010 | |
Balance, January 1 | | $ | 21,805 | | | $ | 337,397 | |
Foreign currency translation adjustment | | | 1,872 | | | | (50,023 | ) |
| | | | | | |
Balance, June 30 | | $ | 23,677 | | | $ | 287,374 | |
| | | | | | |
Note 15. Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code. We believe we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct distributions paid to our shareholders and generally will not be required to pay U.S. federal income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements.
We conduct business in the various states and municipalities within the U.S. and in the European Union, Canada, Mexico, Malaysia and Thailand, and as a result, we file income tax returns in the U.S. federal jurisdiction and various state and certain foreign jurisdictions.
We account for uncertain tax positions in accordance with current authoritative accounting guidance. At June 30, 2011 and December 31, 2010, we had unrecognized tax benefits of $0.6 million and $0.5 million, respectively, that, if recognized, would have a favorable impact on our effective income tax rate in future periods. We recognize interest and penalties related to uncertain tax positions in income tax expense. At both June 30, 2011 and December 31, 2010, we had less than $0.1 million of accrued interest related to uncertain tax positions.
Our tax returns are subject to audit by taxing authorities. Such audits can often take years to complete and settle. The tax years 2007 through 2011 remain open to examination by the major taxing jurisdictions to which we are subject.
We have elected to treat two of our corporate subsidiaries, which engage in hotel operations, as taxable REIT subsidiaries (“TRSs”). These subsidiaries own hotels that are managed on our behalf by third party hotel management companies. A TRS is subject to corporate federal income taxes, and we provide for income taxes in accordance with current authoritative accounting guidance. One of these subsidiaries has operated at a loss since inception, and as a result, we have recorded a full valuation allowance for this subsidiary’s net operating loss carryforwards. The other subsidiary became profitable in the first quarter of 2009, and therefore we have recorded a tax provision for this subsidiary.
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Notes to Consolidated Financial Statements
Note 16. Discontinued Operations
From time to time, tenants may vacate space due to lease buy-outs, elections not to renew their leases, insolvency or lease rejection in the bankruptcy process. In these cases, we assess whether we can obtain the highest value from the property by re-leasing or selling it. In addition, in certain cases, we may try to sell a property that is occupied. When it is appropriate to do so under current accounting guidance for the disposal of long-lived assets, we classify the property as an asset held for sale on our consolidated balance sheet and the current and prior period results of operations of the property are reclassified as discontinued operations.
The results of operations for properties that are held for sale or have been sold are reflected in the consolidated financial statements as discontinued operations for all periods presented and are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues | | $ | 1,024 | | | $ | 82 | | | $ | 1,022 | | | $ | 692 | |
Expenses | | | (1,153 | ) | | | (283 | ) | | | (1,107 | ) | | | (947 | ) |
Gain on deconsolidation of a subsidiary | | | — | | | | — | | | | — | | | | 7,082 | |
Loss on sale of assets | | | (140 | ) | | | — | | | | (140 | ) | | | — | |
Gain on extinguishment of debt | | | 37 | | | | — | | | | 37 | | | | — | |
Impairment charges | | | (24 | ) | | | — | | | | (24 | ) | | | — | |
| | | | | | | | | | | | |
(Loss) income from discontinued operations | | $ | (256 | ) | | $ | (201 | ) | | $ | (212 | ) | | $ | 6,827 | |
| | | | | | | | | | | | |
2011—In May and June 2011, we sold three domestic properties acquired in connection with the Merger for a total price of $18.7 million, net of selling costs. In connection with these sales, we prepaid the existing non-recourse mortgage debt on these properties of $7.2 million and incurred a prepayment penalty of $0.3 million. We recognized a net loss on the sales of less than $0.1 million and a net loss on the extinguishment of debt of less than $0.1 million.
In April 2011, we sold a vacant property previously leased to Gortz & Schiele GmbH & Co. for $0.4 million, net of selling costs, and recognized a net loss of less than $0.1 million, inclusive of the impact of impairment charges recognized during fiscal 2009 totaling $2.9 million. All amounts are inclusive of the 50% interest in the venture owned by our affiliate as the noncontrolling interest partner. Amounts are based upon the exchange rate of the Euro at the date of sale.
In May 2011, we entered into an agreement to sell a domestic property acquired in connection with the Merger and leased to Celadon Group, Inc. for $11.2 million, which exceeds the carrying value of this property at June 30, 2011. We recognized an impairment charge of less than $0.1 million in connection with this sale. We completed the sale of this property in July 2011. At June 30, 2011, these properties were classified as Assets held for sale on our consolidated balance sheet.
In June 2011, a venture in which we and Corporate Property Associates 15 Incorporated (“CPA®:15”) hold interests of 70% and 30%, respectively, and which we consolidate, entered into an agreement to sell several properties leased to PETsMART, Inc. for approximately $74.0 million. Our share of the sale price is approximately $51.8 million. At June 30, 2011, these properties were classified as Assets held for sale on our consolidated balance sheet. The sale of these properties was completed in July 2011 at which time the venture used a portion of the sale proceeds to defease the non-recourse mortgage totaling $25.1 million on the related properties. The venture expects to recognize a gain on this sale of approximately $16.0 million, of which our share is expected to approximate $11.2 million.
2010—During the second quarter of 2009, Goertz & Schiele Corp. ceased making rent payments to us, and as a result, we suspended the debt service payments on the related mortgage loan beginning in July 2009. Goertz & Schiele Corp. filed for bankruptcy in September 2009 and terminated its lease with us in bankruptcy proceedings in January 2010. In January 2010, the consolidated subsidiary consented to a court order appointing a receiver after we ceased making payments on a non-recourse debt obligation collateralized by a property that was previously leased to Goertz & Schiele Corp. As we no longer had control over the activities that most significantly impact the economic performance of this subsidiary following possession by the receiver during January 2010, the subsidiary was deconsolidated during the first quarter of 2010. At the date of deconsolidation, the property had a carrying value of $5.9 million, reflecting the impact of impairment charges totaling $15.7 million recognized in 2009 and the non-recourse mortgage loan had an outstanding balance of $13.3 million. In connection with this deconsolidation, we recognized a gain of $7.1 million, inclusive of amounts attributable to noncontrolling interest of $3.5 million. We have recorded the operations and gain recognized upon deconsolidation as discontinued operations, as we have no significant influence on the entity and there are no continuing cash flows from the property.
CPA®:16 – Global 6/30/2011 10-Q/A — 30
Notes to Consolidated Financial Statements
Note 17. Pro Forma Financial Information
The following consolidated pro forma financial information has been presented as if the Merger had occurred on January 1, 2010 for the three and six months ended June 30, 2011. The pro forma financial information is not necessarily indicative of what the actual results would have been, nor does it purport to represent the results of operations for future periods.
(Dollars in thousands, except per share amounts):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Pro forma total revenues | | $ | 89,494 | | | $ | 88,816 | | | $ | 171,066 | | | $ | 178,449 | |
Pro forma (loss) income from continuing operations (a) | | | (10,873 | ) | | | 24,129 | | | | 1,535 | | | | 39,236 | |
Less: Income from continuing operations attributable to noncontrolling interests | | | (3,002 | ) | | | (8,727 | ) | | | (6,626 | ) | | | (13,645 | ) |
| | | | | | | | | | | | |
Pro forma (loss) income from continuing operations attributable to CPA®:16 — Global shareholders | | $ | (13,875 | ) | | $ | 15,402 | | | $ | (5,091 | ) | | $ | 25,591 | |
| | | | | | | | | | | | |
Pro forma earnings per share (a): | | | | | | | | | | | | | | | | |
(Loss) income from continuing operations attributable to CPA®:16 — Global shareholders | | $ | (0.07 | ) | | $ | 0.08 | | | $ | (0.03 | ) | | $ | 0.13 | |
| | | | | | | | | | | | |
The pro forma weighted average shares outstanding for the three and six months ended June 30, 2011 and 2010 totaled 198,409,257 shares and were determined as if all shares issued since our inception through June 30, 2011 were issued on January 1, 2010.
CPA®:16 – Global 6/30/2011 10-Q/A — 31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to provide the reader with information that will assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. MD&A also provides the reader with our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. Our MD&A should be read in conjunction with our 2010 Annual Report.
Business Overview
We are a publicly owned, non-listed REIT that invests in commercial properties leased to companies domestically and internationally. As a REIT, we are not subject to U.S. federal income taxation as long as we satisfy certain requirements, principally relating to the nature of our income, the level of our distributions and other factors. We earn revenue principally by leasing the properties we own to single corporate tenants, primarily on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. Revenue is subject to fluctuation because of the timing of new lease transactions, lease terminations, lease expirations, contractual rent adjustments, tenant defaults and sales of properties. We were formed in 2003 and are managed by the advisor. We hold substantially all of our assets and conduct substantially all of our business through our operating partnership. We are the general partner of, and own 99.985% of the interests in, the operating partnership.
As discussed in Note 3 in the consolidated financial statements, on May 2, 2011, CPA®:14 merged with and into one of our subsidiaries. This Merger had a significant impact on our asset and liability base and our second quarter 2011 results and is expected to have a significant impact on our full year 2011 results. The impacts of this transaction on our year-to-date results is further described below.
Financial Highlights
(In thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Total revenues | | $ | 82,226 | | | $ | 58,087 | | | $ | 142,001 | | | $ | 116,983 | |
Net (loss) income attributable to CPA®:16 — Global shareholders | | | (31,852 | ) | | | 7,508 | | | | (26,450 | ) | | | 13,468 | |
Cash flow from operating activities | | | | | | | | | | | 63,254 | | | | 63,722 | |
| | | | | | | | | | | | | | | | |
Distributions paid | | | 20,976 | | | | 20,437 | | | | 41,801 | | | | 40,782 | |
| | | | | | | | | | | | | | | | |
Supplemental financial measures: | | | | | | | | | | | | | | | | |
Funds from operations — as adjusted (AFFO) | | | 29,146 | | | | 19,790 | | | | 45,364 | | | | 40,054 | |
Adjusted cash flow from operating activities | | | | | | | | | | | 46,398 | | | | 58,024 | |
We consider the performance metrics listed above, including certain supplemental metrics that are not defined by GAAP (“non-GAAP”) such as Funds from operations — as adjusted, or AFFO, and Adjusted cash flow from operating activities, to be important measures in the evaluation of our results of operations, liquidity and capital resources. We evaluate our results of operations with a primary focus on the ability to generate cash flow necessary to meet our objectives of funding distributions to shareholders. See Supplemental Financial Measures below for our definition of these measures and reconciliations to their most directly comparable GAAP measure.
Total revenues increased for the three and six months ended June 30, 2011 as compared to the same periods in 2010, primarily as a result of properties acquired in the Merger, as well as the impact of acquiring the Carrefour Properties from our affiliate, CPA®:14 in January 2011.
Net loss attributable to CPA®:16 — Global shareholders in the three and six months ended June 30, 2011 reflected a termination fee of $34.3 million incurred in connection with amending our advisory agreement and the issuance of the Special Interest to a subsidiary of WPC (Note 3), as well as an increase in the level of impairment charges recognized as compared to the same periods in 2010. During
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the three and six months ended June 30, 2011, we recognized impairment charges of $12.9 million for both periods. During the six months ended June 30, 2010, we recognized impairment charges of $8.0 million.
Cash flow from operating activities decreased in the six months ended June 30, 2011 as compared to the prior year period, primarily due to expenses incurred in connection with the Merger.
Our AFFO supplemental measure for the three and six months ended June 30, 2011 as compared to the same periods in 2010 increased by $9.4 million and $5.3 million, respectively, primarily reflecting the accretive impact to AFFO from properties acquired in the Merger.
Our Adjusted cash flow from operating activities supplemental measure for the six months ended June 30, 2011 decreased by $11.6 million compared to the same period in 2010. This decrease was primarily attributable to charges incurred in connection with the Merger.
Our daily cash distribution for the second quarter of 2011 was $0.0018198 per share and was paid on July 15, 2011 to shareholders of record as of the close of business on each day during the second quarter, or $0.66 per share on an annualized basis.
Current Trends
General Economic Environment
We are impacted by macro-economic factors, the capital markets and general conditions in the commercial real estate market, both in the U.S. and globally. Through the end of the second quarter of 2011, we saw slow improvement in the global economy following the significant distress experienced in 2008 and 2009 and, as a result, we experienced an improved financing environment during the six months ended June 30, 2011 as compared to the prior year period. As recent geopolitical events have shown, however, the economic environment remains volatile, rendering any discussion of the future impact of these trends uncertain. Nevertheless, as of the date of this Report, our views of the effects of the current financial and economic trends on our business, as well as our response to those trends, is presented below.
Foreign Exchange Rates
We have foreign investments and, as a result, are subject to risk from the effects of exchange rate movements. Our results of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to foreign currencies. Investments denominated in the Euro accounted for approximately 30% of our annualized contractual minimum base rent for the six months ended June 30, 2011. During the six months ended June 30, 2011, the U.S. dollar weakened in relation to the Euro as evidenced by the change in the end-of-period conversion rate of the Euro, which increased by 9% to $1.4391 at June 30, 2011 from $1.3253 at December 31, 2010. This weakening had a favorable impact on our balance sheet at June 30, 2011 as compared to our balance sheet at December 31, 2010. During the six months ended June 30, 2011, the average conversion rate for the U.S. dollar in relation to the Euro increased by 5% in comparison to the same period in 2010. This increase had a favorable impact on 2011 year-to-date results of operations. While we actively manage our foreign exchange risk, a significant unhedged decline in the value of the Euro could have a material negative impact on our net asset values, future results, financial position and cash flows.
Capital Markets
Capital markets conditions continue to exhibit evidence of post-crisis improvement, including new issuances of commercial mortgage-backed securities debt. Over the past several quarters, capital inflows to both commercial real estate debt and equity markets have helped increase the availability of mortgage financing and asset prices continue to recover from their credit crisis lows. The availability of financing for domestic secured transactions has expanded during the first six months of 2011; however, lenders remain cautious and continue to employ conservative underwriting standards. Commercial real estate capitalization rates remain low compared to credit crisis highs, especially for higher-quality assets or assets leased to tenants with strong credit. The improvement in financing conditions combined with a stabilization of prices for high quality assets has helped to increase transaction activity, however, increased competition from both public and private investors continues. During the beginning of the third quarter of 2011, we noted increased volatility in the capital markets; however it is not yet possible to determine whether this recent activity will have a materially adverse impact on our business.
Financing Conditions
Over the past several quarters, we have seen a gradual improvement in both the credit and real estate financing markets. During the second quarter of 2011, we continued to see an increase in the number of lenders for domestic investments as market conditions
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improved compared to prior years. However, also during the second quarter of 2011, the sovereign debt issues in Europe have had the impact of increasing the cost of debt in certain international markets and have made it more challenging to obtain debt for certain international deals. During the six months ended June 30, 2011, we obtained non-recourse mortgage financing totaling $54.1 million (on a pro rata basis). as well as a $320.0 million credit facility (Note 11).
Real Estate Sector
As noted above, the commercial real estate market is impacted by a variety of macro-economic factors, including but not limited to growth in gross domestic product, unemployment, interest rates, inflation and demographics. Despite improvements in expectations, these macro-economic factors have persisted since the beginning of the credit crisis, negatively impacting commercial real estate market fundamentals, which has resulted in higher vacancies, lower rental rates and lower demand for vacant space. Recently, there have been some indications of stabilization in asset values and slight improvements in occupancy rates. We are chiefly affected by changes in the appraised values of our properties (Note 13), tenant defaults, inflation, lease expirations, and occupancy rates.
Net Asset Value
The advisor generally calculates our estimated NAV per share on an annual basis. To make this calculation, the advisor relies in part on an estimate of the fair market value of our real estate provided by a third party, adjusted to give effect to the estimated fair value of mortgages encumbering our assets (also provided by a third party) as well as other adjustments. There are a number of variables that comprise this calculation, including individual tenant credits, lease terms, lending credit spreads, foreign currency exchange rates, and tenant defaults, among others. We do not control these variables and, as such, cannot predict how they will change in the future.
As a result of continued weakness in the economy and a strengthening of the dollar versus the Euro during 2010 and 2009, our NAV per share at September 30, 2010, which was calculated in connection with the Merger, decreased to $8.80, a 4.3% decline from our December 31, 2009 NAV per share of $9.20.
Credit Quality of Tenants
As a net lease investor, we are exposed to credit risk within our tenant portfolio, which can reduce our results of operations and cash flow from operations if our tenants are unable to pay their rent. Tenants experiencing financial difficulties may become delinquent on their rent and/or default on their leases and, if they file for bankruptcy protection, may reject our lease in bankruptcy court, resulting in reduced cash flow, which may negatively impact net asset values and require us to incur impairment charges. Even where a default has not occurred and a tenant is continuing to make the required lease payments, we may restructure or renew leases on less favorable terms, or the tenant’s credit profile may deteriorate, which could affect the value of the leased asset and could in turn require us to incur impairment charges.
The continued improvements in general business conditions have favorably impacted the overall credit quality of our tenants. As of the date of this Report, we have no significant exposure to tenants operating under bankruptcy protection. It is possible, however, that tenants may file for bankruptcy or default on their leases in the future and that economic conditions may again deteriorate.
To mitigate credit risk, we have historically looked to invest in assets that we believe are critically important to our tenant’s operations and have attempted to diversify our portfolio by tenant, tenant industry and geography. We also monitor tenant performance through review of rent delinquencies as a precursor to a potential default, meetings with tenant management and review of tenants’ financial statements and compliance with any financial covenants. When necessary, our asset management process includes restructuring transactions to meet the evolving needs of tenants, re-leasing properties, refinancing debt and selling properties, as well as protecting our rights when tenants default or enter into bankruptcy.
Inflation
Our leases generally have rent adjustments that are either fixed or based on formulas indexed to changes in the consumer price index (“CPI”) or other similar indices for the jurisdiction in which the property is located. Because these rent adjustments may be calculated based on changes in the CPI over a multi-year period, changes in inflation rates can have a delayed impact on our results of operations. While we have seen recent signs of inflationary pressure during 2011, the historically low inflation rates in the U.S. and the Euro zone during 2009 and 2010 will limit rent increases in coming years.
Lease Expirations and Occupancy
At June 30, 2011, we had no significant leases scheduled to expire or renew in the next twelve months. The advisor actively manages our real estate portfolio and begins discussing options with tenants in advance of the scheduled lease expiration. In certain cases, we
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obtain lease renewals from our tenants; however, tenants may elect to move out at the end of their term, or may elect to exercise purchase options, if any, in their leases. In cases where tenants elect not to renew, we may seek replacement tenants or try to sell the property. Our occupancy was 98% at June 30, 2011, a decrease of 1% from December 31, 2010.
Proposed Accounting Changes
The International Accounting Standards Board (“IASB”) and FASB have issued an Exposure Draft on a joint proposal that would dramatically transform lease accounting from the existing model. These changes would impact most companies but are particularly applicable to those that are significant users of real estate. The proposal outlines a completely new model for accounting by lessees, whereby their rights and obligations under all leases, existing and new, would be capitalized and recorded on the balance sheet. For some companies, the new accounting guidance may influence whether or not, or the extent to which, they may enter into the type of sale-leaseback transactions in which we specialize. The FASB and IASB met during July 2011 and voted to re-expose the proposed standard. A revised exposure draft for public comment is expected in the fourth quarter of 2011, with a final standard by mid-2012. The boards also reached decisions, which are tentative and subject to change, on a single lessor accounting model and the accounting for variable lease payments, along with several presentation and disclosure issues. As of the date of this Report, the proposed guidance has not yet been finalized, and as such we are unable to determine whether this proposal will have a material impact on our business.
Additionally, the Emerging Issues Task Force, or EITF, of the FASB, has reached a consensus-for-exposure on the following Issue:
EITF Issue 10-E, Accounting for Deconsolidation of a Subsidiary That Is In-Substance Real Estate— At its June 2011 meeting, the EITF reached a consensus-for-exposure that an investor that consolidates a single-purpose entity that is capitalized, in whole or in part, with nonrecourse debt used to purchase real estate should apply the guidance in ASC 360-20, which provides accounting guidance for the sale of real estate other than retail land, to determine whether to derecognize real estate owned by the in-substance real estate entity. This consensus will impact the timing of our recognition of gains in the event a property is placed into receivership. Prior to implementation of this guidance, it was permissible to deconsolidate the entity and recognize a gain related to the excess of the carrying value of the debt over the related property based on losing control over the entity.
Results of Operations
The following table presents the components of our lease revenues (in thousands):
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2011 | | | 2010 | |
Rental income | | $ | 108,882 | | | $ | 76,051 | |
Interest income from direct financing leases | | | 15,496 | | | | 13,203 | |
| | | | | | |
| | $ | 124,378 | | | $ | 89,254 | |
| | | | | | |
The following table sets forth the net lease revenues (i.e., rental income and interest income from direct financing leases) that we earned from lease obligations through our direct ownership of real estate (in thousands):
CPA®:16 – Global 6/30/2011 10-Q/A — 35
| | | | | | | | |
| | Six Months Ended June 30, | |
Lessee | | 2011 | | | 2010 | |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) (a) (b) | | $ | 18,434 | | | $ | 17,216 | |
Carrefour France, SAS (a) (b) (c) | | | 13,698 | | | | — | |
SoHo House (d) | | | 5,005 | | | | — | |
Telcordia Technologies, Inc. | | | 5,000 | | | | 4,803 | |
Tesco plc (a) (b) | | | 3,847 | | | | 3,620 | |
Nordic Cold Storage LLC | | | 3,443 | | | | 3,443 | |
Berry Plastics Corporation (b) | | | 3,286 | | | | 3,413 | |
Fraikin SAS (a) | | | 2,820 | | | | 2,691 | |
Dick’s Sporting Goods, Inc. (b) (e) | | | 2,800 | | | | 1,562 | |
The Talaria Company (Hinckley) (b) (f) | | | 2,537 | | | | 2,284 | |
MetoKote Corp., MetoKote Canada Limited and MetoKote de Mexico (a) | | | 2,452 | | | | 2,406 | |
LFD Manufacturing Ltd., IDS Logistics (Thailand) Ltd. and IDS Manufacturing SDN BHD (a) (g) | | | 2,364 | | | | 2,099 | |
International Aluminum Corp. and United States Aluminum of Canada Ltd. (a) (h) | | | 2,094 | | | | 2,595 | |
Best Brands Corp. | | | 2,020 | | | | 1,996 | |
Huntsman International, LLC | | | 2,002 | | | | 2,002 | |
Ply Gem Industries, Inc. (a) | | | 1,985 | | | | 1,959 | |
Bob’s Discount Furniture, LLC | | | 1,814 | | | | 1,814 | |
Universal Technical Institute of California, Inc. | | | 1,800 | | | | 1,700 | |
Kings Super Markets Inc. | | | 1,800 | | | | 1,732 | |
TRW Vehicle Safety Systems Inc. | | | 1,784 | | | | 1,784 | |
Performance Fibers GmbH (a) | | | 1,724 | | | | 1,611 | |
Finisar Corporation | | | 1,644 | | | | 1,644 | |
Other (a) (b) (i) | | | 40,025 | | | | 26,880 | |
| | | | | | |
| | $ | 124,378 | | | $ | 89,254 | |
| | | | | | |
| | |
(a) | | Amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the six months ended June 30, 2011 increased by approximately 5% in comparison to the same period in 2010, resulting in a positive impact on lease revenues for our Euro-denominated investments in the current year period. |
|
(b) | | These revenues are generated in consolidated ventures, generally with our affiliates, and on a combined basis, include revenues applicable to noncontrolling interests totaling $35.9 million and $21.1 million for the six months ended June 30, 2011 and 2010, respectively. |
|
(c) | | We acquired a portion of this investment in January 2011 with the remaining interest acquired in connection with the Merger. |
|
(d) | | This build-to-suit was completed in September 2010. |
|
(e) | | In connection with the Merger, we acquired four additional properties leased to this tenant, which contributed additional lease revenue of $1.2 million for the six months ended June 30, 2011. |
|
(f) | | This increase was due to the completion of a rent deferral agreement, which was in effect during the first quarter of 2010. |
|
(g) | | This increase was due to a CPI based (or equivalent) rent increase. |
|
(h) | | In January 2011, we entered into a lease agreement with the tenant to defer certain rental payments until May 2011. In May 2011, the tenant filed for bankruptcy protection. We recognized a $12.4 million impairment charge in the second quarter of 2011 (Note 13). |
|
(i) | | This increase is primarily due to the impact of properties acquired in connection with the Merger. |
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We recognize income from equity investments in real estate, of which lease revenues are a significant component. The following table sets forth the net lease revenues earned by these ventures. Amounts provided are the total amounts attributable to the ventures and do not represent our proportionate share (dollars in thousands):
| | | | | | | | | | | | |
| | Ownership Interest | | | Six Months Ended June 30, | |
Lessee | | at June 30, | | | 2011 | | | 2010 | |
U-Haul Moving Partners, Inc. and Mercury Partners, L.P. | | | 31 | % | | $ | 16,154 | | | $ | 16,154 | |
The New York Times Company | | | 27 | % | | | 14,024 | | | | 13,285 | |
OBI A.G. (a) | | | 25 | % | | | 8,609 | | | | 8,034 | |
LifeTime Fitness, Inc. and Town Sports International Holdings, Inc. (c) | | | 56 | % | | | 8,212 | | | | — | |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (a) (b) | | | 25 | % | | | 7,936 | | | | 7,174 | |
True Value Company (c) | | | 50 | % | | | 7,191 | | | | — | |
Advanced Micro Devices, Inc. (c) | | | 67 | % | | | 5,972 | | | | — | |
Pohjola Non-life Insurance Company (a) | | | 40 | % | | | 4,684 | | | | 4,339 | |
TietoEnator Plc (a) | | | 40 | % | | | 4,387 | | | | 4,097 | |
Police Prefecture, French Government (a) | | | 50 | % | | | 4,114 | | | | 4,143 | |
Schuler A.G. (a) | | | 33 | % | | | 3,257 | | | | 3,081 | |
Frontier Spinning Mills, Inc. | | | 40 | % | | | 2,244 | | | | 2,235 | |
Thales S.A. (a) | | | 35 | % | | | 2,200 | | | | 2,087 | |
Actebis Peacock GmbH (a) | | | 30 | % | | | 2,109 | | | | 1,979 | |
Best Buy Co., Inc. (c) | | | 37 | % | | | 1,786 | | | | — | |
Del Monte Corporation (c) | | | 50 | % | | | 1,763 | | | | — | |
Actuant Corporation (a) | | | 50 | % | | | 939 | | | | 872 | |
Consolidated Systems, Inc. | | | 40 | % | | | 911 | | | | 911 | |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G.) (a) (d) | | | 33 | % | | | 764 | | | | 612 | |
Talaria Holdings, LLC | | | 27 | % | | | 36 | | | | — | |
The Upper Deck Company (c) (e) | | | 50 | % | | | — | | | | — | |
| | | | | | | | | | |
| | | | | | $ | 97,292 | | | $ | 69,003 | |
| | | | | | | | | | |
| | |
(a) | | Amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the six months ended June 30, 2011 weakened by approximately 5% in comparison to the same period in 2010, resulting in a positive impact on lease revenues for our Euro-denominated investments in the current year period. |
|
(b) | | In April 2011, an expansion project was completed and contributed $0.3 million of lease revenue for the period. |
|
(c) | | This venture was acquired in connection with the Merger. |
|
(d) | | In April 2010, the venture entered into a lease agreement with a new tenant, Barth Europa, at a vacant property formerly leased to Lindenmaier, and in August 2010, MSR Technologies GmbH took over the Lindenmaier business and entered into a new lease with the venture. |
|
(e) | | In December 2010, we filed two civil actions against the Upper Deck Company (“Upper Deck”) after Upper Deck stopped making rent payments for a year. In February 2011, we reached an agreement with Upper Deck whereby Upper Deck will pay us $3.0 million over three years and vacated the building. Any payments received from Upper Deck will go towards the past due rent. As a result, during the six months ended June 30, 2011, we did not recognize any lease revenues from Upper Deck. |
Lease Revenues
Our net leases generally have rent adjustments based on formulas indexed to changes in the CPI or other similar indices for the jurisdiction in which the property is located, sales overrides or other periodic increases, which are intended to increase lease revenues in the future. We own international investments and, therefore, lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies.
CPA®:16 – Global 6/30/2011 10-Q/A — 37
For the three and six months ended June 30, 2011 as compared to the same period in 2010, lease revenues increased by $28.8 million and $35.1 million, respectively, primarily due to increases of $20.8 million and $26.4 million, respectively, as a result of properties acquired in the Merger, as well as the impact of acquiring the Carrefour Properties in January 2011. Lease revenue was also positively impacted by fluctuations of foreign currency exchange rates, which resulted in an increase of $2.2 million for both of the current year periods presented as compared to the same periods in 2010. We also recognized an out-of-period adjustment during both the three and six months ended June 30, 2011 and 2010 which increased lease revenue by $2.2 million for both current year periods.
Interest Income on Notes Receivable
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, interest income on notes receivable decreased $5.7 million and $12.1 million, respectively, as a result of the decrease in our investment in the Hellweg 2 note receivable resulting from the exercise of a purchase option in November 2010.
General and Administrative Expenses
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, general and administrative expenses increased $11.0 million and $13.5 million, respectively. Merger costs represented $8.9 million and $10.3 million of this increase, respectively. In addition, management expenses, which include reimbursements to the advisor for allocated costs of personnel and overhead in providing management of our day-to-day operations, increased by $0.8 million and $0.9 million, respectively, as a result of the Merger.
Depreciation and Amortization
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, depreciation and amortization increased $10.7 million and $13.8 million, respectively, primarily as a result of properties acquired in the Merger.
Property Expenses
For the three months ended June 30, 2011 as compared to the same period in 2010, property expenses increased $2.5 million, primarily due to increases in reimbursable tenant costs of $1.0 million, uncollected rent expense of $0.8 million, property taxes of $0.6 million and professional fees of $0.5 million. Reimbursable tenant costs and property taxes increased primarily as a result of the Merger, while the increases in uncollected rent expense and professional fees are primarily related to a tenant, International Aluminum Corp., filing for bankruptcy. Reimbursable tenant costs are recorded as both revenue and expenses and therefore have no impact on our results of operations.
For the six months ended June 30, 2011 as compared to the same period in 2010, property expenses increased $2.7 million, primarily due to increases in reimbursable tenant costs of $1.8 million, property taxes of $0.6 million and professional fees of $0.4 million as described above.
Contract Termination
In May 2011, we incurred a non-cash charge of $34.3 million in connection with the issuance of the Special Interest to a subsidiary of WPC (Note 3).
Impairment Charges
During the three and six months ended June 30, 2011, we recognized impairment charges totaling $12.9 million. We incurred an impairment charge totalling $12.4 million related to several properties leased to International Aluminum Corp., which filed for bankruptcy in May 2011.
During the six months ended June 30, 2010, we recognized an impairment charge of $8.0 million, inclusive of amounts attributable to noncontrolling interests of $2.4 million, on a property leased to Hinckley to reduce the carrying value to its estimated fair value based on the sale of the property.
Income from Equity Investments in Real Estate
Income from equity investments in real estate represents our proportionate share of net income or loss (revenue less expenses) from investments entered into with affiliates or third parties in which we have a noncontrolling interest but over which we exercise
CPA®:16 – Global 6/30/2011 10-Q/A — 38
significant influence. Under current accounting guidance for investments in unconsolidated ventures, we are required to periodically compare an investment’s carrying value to its estimated fair value and recognize an impairment charge to the extent that carrying value exceeds fair value.
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, income from our equity investments decreased $2.7 million and $3.2 million, respectively, primarily due to the impact of equity investments from real estate acquired in connection with the Merger.
Bargain Purchase Gain on Acquisition
In May 2011, we recognized a bargain purchase gain of $17.0 million in the Merger. This gain was the result of the fair value of CPA®:14’s net assets increasing more than our net assets during the period between the date of the Merger Agreement, which was December 13, 2010 and the closing of the Merger on May 2, 2011.
Interest Expense
For the three and six months ended June 30, 2011, interest expense increased $8.2 million and $9.9 million, respectively, primarily as a result of mortgage financing assumed in the Merger and assumed in the acquisition of the Carrefour Properties in January 2011. Interest expense also increased $1.8 million in each current year period due to the line of credit obtained in connection with the Merger.
Provision for Income Taxes
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, provision for income taxes increased $3.4 million and $5.4 million, respectively. This increase is primarily due to an increase in tax expense related to a German investment, as well as a result of the Merger.
Discontinued Operations
For the three and six months ended June 30, 2011, we recognized a loss from discontinued operations $0.3 million and $0.2 million, respectively primarily due to the loss on sale of three properties.
For the three and six months ended June 30, 2010, we recognized a loss from discontinued operations of $0.2 million and a gain from discontinued operations of $6.8 million, respectively. The gain of $6.8 million for the six months ended June 30, 2010 is primarily due to the recognition of a $7.1 million gain on the deconsolidation of a subsidiary recognized during the first quarter of 2010.
Net Income Attributable to Redeemable Noncontrolling Interests
For the three and six months ended June 30, 2011, net income attributable to redeemable noncontrolling interests decreased $6.3 million and $12.4 million, respectively, primarily due to the exercise of the put option in connection with the Hellweg 2 transaction in which we acquired an additional 70% interest in the limited partnership.
Net (Loss) Income Attributable to CPA®:16 — Global Shareholders
For the three and six months ended June 30, 2011, the resulting net loss attributable to CPA®:16 — Global shareholders was $31.9 million and $26.5 million, respectively, as compared to net income of $7.5 million and $13.5 million for the three and six months ended June 30, 2010, respectively.
Funds from Operations — as Adjusted (AFFO)
For the three and six months ended June 30, 2011 as compared to the same periods in 2010, AFFO increased by $9.4 million and $5.3 million, respectively, primarily due to the positive impact of properties acquired in the Merger.
AFFO is a non-GAAP measure we use to evaluate our business. For a definition of AFFO and a reconciliation to net income attributable to CPA®:16 — Global shareholders, see Supplemental Financial Measures below.
CPA®:16 – Global 6/30/2011 10-Q/A — 39
Financial Condition
Sources and Uses of Cash During the Period
We use the cash flow generated from net leases to meet our operating expenses, service debt and fund distributions to shareholders. Our cash flows fluctuate period to period due to a number of factors, which may include, among other things, the timing of purchases and sales of real estate, the timing of proceeds from non-recourse mortgage loans and receipt of lease revenues, the advisor’s annual election to receive fees in restricted shares of our common stock or cash, the timing and characterization of distributions from equity investments in real estate, payment to the advisor of the annual installment of deferred acquisition fees and interest thereon in the first quarter and changes in foreign currency exchange rates. Despite this fluctuation, we believe that we will generate sufficient cash from operations and from equity distributions in excess of equity income in real estate to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, the proceeds of non-recourse mortgage loans and the issuance of additional equity securities to meet these needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.
During the six months ended June 30, 2011, we used cash flows from operating activities of $63.3 million primarily to fund distributions to shareholders of $41.8 million, which excluded $15.4 million in dividends that were reinvested by shareholders through our distribution reinvestment and share purchase plan, and to pay distributions of $12.8 million to affiliates that hold noncontrolling interests in various entities with us. We also used cash distributions received from equity investments in real estate in excess of equity income of $2.8 million and our existing cash resources to fund these payments. For 2011, the advisor elected to continue to receive its performance fees in restricted shares of our common stock, and as a result, we paid performance fees of $5.9 million through the issuance of restricted stock rather than in cash.
Investing Activities
Our investing activities are generally comprised of real estate-related transactions (purchases and sales), payment of our annual installment of deferred acquisition fees to the advisor and capitalized property related costs. In connection with the Merger, we paid $444.0 million to CPA®:14 shareholders who elected to liquidate their holdings in CPA®:14 and $90.4 million to CPA®:14 shareholders as a result of the $1.00 per share special distribution declared by CPA®:14. These payments were funded in part through cash drawn on a new line of credit and cash received in the issuance of our common shares to WPC as described in Financing Activities below, as well as $189.3 million of cash acquired in the Merger and $7.1 million of cash acquired in the Carrefour transaction. We also received cash totalling $19.1 million in connection with the sale of four properties.
Financing Activities
As noted above, during the six months ended June 30, 2011, we paid distributions to shareholders and to affiliates that hold noncontrolling interests in various entities with us. We also made scheduled mortgage principal instalments of $14.8 million. We received proceeds of $302.0 million from the line of credit we obtained in connection with the Merger, $121.0 million received from WPC in return for the issuance of our common shares in connection with the Merger and $15.4 million as a result of issuing shares through our distribution reinvestment and stock purchase plan. We also received $20.0 million from placing financing on an unencumbered property. We used $82.6 million to repay several mortgages assumed as part of the Merger and repaid $27.0 million on our line of credit subsequent to the Merger.
As described in our 2010 Annual Report, we maintain a quarterly redemption plan pursuant to which we may, at the discretion of our board of directors, redeem shares of our common stock from shareholders seeking liquidity. For the six months ended June 30, 2011, we received requests to redeem 905,684 shares of our common stock pursuant to our redemption plan, and we redeemed these requests at an average price per share of $8.18. We funded share redemptions during 2011 from the proceeds of the sale of shares of our common stock pursuant to our distribution reinvestment and share purchase plan.
Adjusted Cash Flow from Operating Activities
Our adjusted cash flow from operating activities for the six months ended June 30, 2011 was $46.4 million, a decrease of $11.6 million over the prior year period. This decrease was primarily attributable to costs incurred in connection with the Merger. Adjusted cash flow from operating activities is a non-GAAP measure we use to evaluate our business. For a definition of adjusted cash flow from operating activities and reconciliation to cash flow from operating activities, see Supplemental Financial Measures below.
CPA®:16 – Global 6/30/2011 10-Q/A — 40
Summary of Financing
The table below summarizes our non-recourse long-term debt and credit facility (dollars in thousands):
| | | | | | | | |
| | June 30, 2011 | | | December 31, 2010 | |
| | | | | | |
Balance | | | | | | | | |
Fixed rate | | $ | 1,757,894 | | | $ | 1,331,869 | |
Variable rate (a) | | | 409,022 | | | | 37,379 | |
| | | | | | |
Total | | $ | 2,166,916 | | | $ | 1,369,248 | |
| | | | | | |
| | | | | | | | |
Percent of total debt | | | | | | | | |
Fixed rate | | | 81 | % | | | 97 | % |
Variable rate (a) | | | 19 | % | | | 3 | % |
| | | | | | |
| | | 100 | % | | | 100 | % |
| | | | | | |
Weighted average interest rate at end of period | | | | | | | | |
Fixed rate | | | 6.0 | % | | | 5.9 | % |
Variable rate (a) | | | 4.3 | % | | | 5.6 | % |
| | |
(a) | | Variable-rate debt at June 30, 2011 included (i) $275.0 million outstanding under our line of credit; (ii) $25.6 million that has been effectively converted to a fixed rate through an interest rate swap derivative instrument; and (iii) $90.9 million in non-recourse mortgage loan obligations that bore interest at fixed rates but that have interest rate reset features that may change the interest rates to then-prevailing market fixed rates (subject to specific caps) at certain points during their term. At June 30, 2011, we have no interest rate resets or expirations of interest rate swaps or caps scheduled to occur during the next twelve months. |
Cash Resources
At June 30, 2011, our cash resources consisted of cash and cash equivalents totaling $73.6 million. Of this amount, $46.5 million, at then-current exchange rates, was held in foreign bank accounts, but we could be subject to restrictions or significant costs should we decide to repatriate these amounts. We also had a line of credit with unused capacity of $23.8 million, as well as unleveraged properties that had an aggregate carrying value of $398.1 million at June 30, 2011, although there can be no assurance that we would be able to obtain financing for these properties. Our cash resources can be used for working capital needs and other commitments.
Cash Requirements
During the next twelve months, we expect that our cash payments will include paying distributions to our shareholders and to our affiliates who hold noncontrolling interests in entities we control and making scheduled mortgage loan principal payments, funding build-to-suit, expansion projects and lending commitments that we currently estimate to total $3.3 million, as well as other normal recurring operating expenses. Balloon payments on our mortgage loan obligations totaling $122.7 million will be due during the next twelve months, inclusive of amounts attributable to noncontrolling interests totaling $15.7 million. In addition, our share of balloon payments due during the next twelve months on our unconsolidated ventures totals $22.2 million.
We expect to fund future investments, any capital expenditures on existing properties and scheduled debt maturities on non-recourse mortgage loans through cash generated from operations, the use of our cash reserves or unused amounts on our line of credit.
Impact of Merger
As described in Note 3, we paid Merger Consideration of $444.0 million in cash to liquidating shareholders and issued approximately 57,365,145 shares of our common stock to CPA®:14 shareholders who elected to receive share of our common stock in the Merger. The cash portion of the Merger Consideration was funded primarily by a $302.0 million draw on our new revolving credit facility and a $121.0 million capital infusion by WPC in exchange for 13,750,000 newly issued shares of our common stock.
CPA®:16 – Global 6/30/2011 10-Q/A — 41
Off-Balance Sheet Arrangements and Contractual Obligations
The table below summarizes our debt, off-balance sheet arrangements and other contractual obligations at June 30, 2011 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Less than | | | | | | | | | | | More than | |
| | Total | | | 1 year | | | 1-3 years | | | 3-5 years | | | 5 years | |
Non-recourse debt — Principal (a) | | $ | 2,171,900 | | | $ | 160,714 | | | $ | 403,777 | | | $ | 332,758 | | | $ | 1,274,651 | |
Deferred acquisition fees — Principal | | | 3,295 | | | | 1,601 | | | | 908 | | | | 773 | | | | 13 | |
Interest on borrowings and deferred acquisition fees (b) | | | 652,743 | | | | 124,793 | | | | 200,768 | | | | 172,019 | | | | 155,163 | |
Subordinated disposition fees (c) | | | 1,015 | | | | — | | | | — | | | | 1,015 | | | | — | |
Build-to-suit and expansion commitments (d) | | | 3,525 | | | | 3,292 | | | | 233 | | | | — | | | | — | |
Operating and other lease commitments (e) | | | 58,461 | | | | 2,199 | | | | 4,402 | | | | 4,363 | | | | 47,497 | |
| | | | | | | | | | | | | | | |
| | $ | 2,890,939 | | | $ | 292,599 | | | $ | 610,088 | | | $ | 510,928 | | | $ | 1,477,324 | |
| | | | | | | | | | | | | | | |
| | |
(a) | | Excludes $6.9 million of purchase accounting adjustments in connection with the Merger, as well as $1.9 million of unamortized discount on a non-recourse loan that we purchased back from the lender, which is included in Non-recourse debt at June 30, 2011. |
|
(b) | | Interest on an unhedged variable rate debt obligation was calculated using the variable interest rate and balance outstanding at June 30, 2011. |
|
(c) | | Payable to the advisor, subject to meeting contingencies, in connection with any liquidity event. There can be no assurance that any liquidity event will be achieved in this time frame or at all. |
|
(d) | | Represents the remaining commitment on a build-to-suit project and an expansion project. |
|
(e) | | Operating and other lease commitments consist primarily of rent obligations under ground leases and our share of future minimum rents payable under an office cost-sharing agreement with certain affiliates for the purpose of leasing office space used for the administration of real estate entities. Amounts under the cost-sharing agreement are allocated among the entities based on gross revenues and are adjusted quarterly. Rental obligations under ground leases are inclusive of noncontrolling interests of approximately $13.5 million. |
Amounts in the table above related to our foreign operations are based on the exchange rate of the local currencies at June 30, 2011. At June 30, 2011, we had no material capital lease obligations for which we are the lessee, either individually or in the aggregate.
Together with our advisor and certain of our affiliates, we acquired two related investments in 2007 in which we have a total effective ownership interest of 26% and that we consolidate, as we are the managing member of the ventures (the Hellweg 2 transaction). The primary purpose of these investments was to ultimately acquire an interest in the underlying properties and as such was structured to effectively transfer the economics of ownership to us and our affiliates while still monetizing the sales value by transferring the legal ownership in the underlying properties over time.
In connection with the acquisition, the property venture agreed to three option agreements that give the property venture the right to purchase, from our partner, the remaining 75.3% (direct and indirect) interest in the limited partnership at a price equal to the principal amount of the note receivable at the time of purchase. In November 2010, the property venture exercised the first of its three options and acquired from our partner a 70% direct interest in the limited partnership for $297.3 million, thus owning a (direct and indirect) 94.7% interest in the limited partnership. The property venture has assignable option agreements to acquire the remaining (direct and indirect) 5.3% interest in the limited partnership by October 2012. If the property venture does not exercise its option agreements, our partner has option agreements to put its remaining interests in the limited partnership to the property venture during 2014 at a price equal to the principal amount of the note receivable at the time of purchase. As of the date of this Report, under the terms of the note receivable, the lending venture will receive interest income that approximates 5.3% of all income earned by the limited partnership less adjustments. At June 30, 2011, our total effective ownership interest in the ventures was 26%.
Upon exercise of the relevant purchase option or the put, in order to avoid circular transfers of cash, the seller and the lending venture and the property venture agreed that the lending venture or the seller may elect, upon exercise of the respective purchase option or put option, to have the loan from the lending venture to the seller repaid by a deemed transfer of cash. The deemed transfer will be in amounts necessary to fully satisfy the seller’s obligations to the lending venture, and the lending venture will be deemed to have transferred such funds up to us and our affiliates as if they had been recontributed down into the property venture based on their pro rata ownership. Accordingly, at June 30, 2011 (based on the exchange rate of the Euro at that date), the only additional cash required by us to fund the exercise of the purchase option or the put would be the pro rata amounts necessary to redeem the advisor’s interest, the aggregate of which would be approximately $0.5 million, with our share approximating $0.1 million.
CPA®:16 – Global 6/30/2011 10-Q/A — 42
Equity Method Investments
We have investments in unconsolidated ventures that own single-tenant properties net leased to corporations. Generally, the underlying investments are jointly-owned with our affiliates. Summarized financial information for these ventures and our ownership interest in the ventures at June 30, 2011 are presented below. Summarized financial information provided represents the total amounts attributable to the ventures and does not represent our proportionate share (dollars in thousands):
| | | | | | | | | | | | | | | | |
| | Ownership Interest | | | | | | | Total Third | | | | |
Lessee | | at June 30, 2011 | | | Total Assets | | | Party Debt | | | Maturity Date | |
Thales S.A. (a) (b) | | | 35 | % | | $ | 25,833 | | | $ | 25,141 | | | | 7/2011 | |
Del Monte Corporation (c) | | | 50 | % | | | 13,732 | | | | 9,934 | | | | 8/2011 | |
Best Buy Co., Inc. | | | 37 | % | | | 52,218 | | | | 23,638 | | | | 2/2012 | |
True Value Company | | | 50 | % | | | 127,359 | | | | 67,086 | | | | 1/2013 & 2/2013 | |
U-Haul Moving Partners, Inc. and Mercury Partners, L.P. | | | 31 | % | | | 288,489 | | | | 158,006 | | | | 5/2014 | |
Actuant Corporation (a) | | | 50 | % | | | 18,137 | | | | 11,633 | | | | 5/2014 | |
TietoEnator Plc (a) | | | 40 | % | | | 90,560 | | | | 73,159 | | | | 7/2014 | |
The New York Times Company | | | 27 | % | | | 246,257 | | | | 124,424 | | | | 9/2014 | |
Pohjola Non-life Insurance Company (a) | | | 40 | % | | | 99,876 | | | | 84,007 | | | | 1/2015 | |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (a) | | | 25 | % | | | 201,708 | | | | 101,477 | | | | 5/2015 | |
Actebis Peacock GmbH (a) | | | 30 | % | | | 50,637 | | | | 31,290 | | | | 7/2015 | |
Frontier Spinning Mills, Inc. | | | 40 | % | | | 38,935 | | | | 22,819 | | | | 8/2016 | |
Consolidated Systems, Inc. | | | 40 | % | | | 16,726 | | | | 11,279 | | | | 11/2016 | |
LifeTime Fitness, Inc. and Town Sports International Holdings, Inc. | | | 56 | % | | | 113,558 | | | | 80,497 | | | | 12/2016 | |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G. ) (a) | | | 33 | % | | | 17,304 | | | | 11,721 | | | | 10/2017 | |
OBI A.G. (a) | | | 25 | % | | | 201,599 | | | | 167,060 | | | | 3/2018 | |
Advanced Micro Devices, Inc. | | | 67 | % | | | 82,071 | | | | 56,658 | | | | 1/2019 | |
Police Prefecture, French Government (a) | | | 50 | % | | | 105,750 | | | | 89,461 | | | | 8/2020 | |
Schuler A.G. (a) | | | 33 | % | | | 73,437 | | | | — | | | | N/A | |
The Upper Deck Company | | | 50 | % | | | 25,426 | | | | — | | | | N/A | |
Talaria Holdings, LLC | | | 27 | % | | | 69 | | | | — | | | | N/A | |
| | | | | | | | | | | | | | |
| | | | | | $ | 1,889,681 | | | $ | 1,149,290 | | | | | |
| | | | | | | | | | | | | | |
| | |
(a) | | Dollar amounts shown are based on the applicable exchange rate of the foreign currency at June 30, 2011. |
|
(b) | | In July 2011, this venture extended the loan maturity on its existing non-recourse mortgage loan to January 2012. |
|
(c) | | This venture refinanced their existing non-recourse mortgage loan in August 2011. |
CPA®:16 – Global 6/30/2011 10-Q/A — 43
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 and state 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. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, our leases generally require tenants to indemnify us from all liabilities and losses related to the leased properties and the provisions of such indemnifications specifically address environmental matters. The leases generally include provisions that allow for periodic environmental assessments, paid for by the tenant, and allow us to extend leases until such time as a tenant has satisfied its environmental obligations. Certain of our leases allow us to require financial assurances from tenants, such as performance bonds or letters of credit, if the costs of remediating environmental conditions are, in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate resolution of environmental matters should not have a material adverse effect on our financial condition, liquidity or results of operations.
Subsequent Events
In July 2011, a venture in which we and CPA®:15 hold interests of 70% and 30%, respectively, and which we consolidate, sold several properties leased to PETsMART, Inc. for approximately $74.0 million. Our share of the sale price is approximately $51.8 million. The venture used a portion of the sale proceeds to defease the non-recourse mortgage totaling $25.1 million on the related properties. The venture expects to recognize a gain on this sale of approximately $16.0 million, of which our share is expected to approximate $11.2 million.
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 employ the use of supplemental non-GAAP measures, which are uniquely defined by our management. We believe 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 these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures are provided below.
Funds from Operations — as Adjusted
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, 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, real estate 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 for certain non-cash charges, where applicable, such as gains or losses from extinguishment of debt and deconsolidation of subsidiaries, amortization of intangibles, straight-line rents, impairment charges on real estate, allowances for credit losses and unrealized foreign currency exchange gains and losses. We refer to our modified definition of FFO as “Funds from Operations — as Adjusted,” or AFFO, and we employ it as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies. We exclude these items from GAAP net income as they are not the primary drivers in our decision-making process. 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.
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 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.
CPA®:16 – Global 6/30/2011 10-Q/A — 44
FFO and AFFO for all periods presented are as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Net (loss) income attributable to CPA®:16 - Global shareholders | | $ | (31,852 | ) | | $ | 7,508 | | | $ | (26,450 | ) | | $ | 13,468 | |
Adjustments: | | | | | | | | | | | | | | | | |
Depreciation and amortization of real property | | | 22,710 | | | | 11,863 | | | | 37,848 | | | | 23,989 | |
Loss on sale of real estate, net | | | 140 | | | | 78 | | | | 140 | | | | 78 | |
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: | | | | | | | | | | | | | | | | |
Depreciation and amortization of real property | | | 4,217 | | | | 2,081 | | | | 6,585 | | | | 4,293 | |
Loss on sale of real estate | | | 1 | | | | — | | | | 2 | | | | — | |
Proportionate share of adjustments for noncontrolling interests to arrive at FFO | | | (3,615 | ) | | | (2,160 | ) | | | (9,490 | ) | | | (4,950 | ) |
| | | | | | | | | | | | |
Total adjustments | | | 23,453 | | | | 11,862 | | | | 35,085 | | | | 23,410 | |
| | | | | | | | | | | | |
FFO — as defined by NAREIT | | | (8,399 | ) | | | 19,370 | | | | 8,635 | | | | 36,878 | |
| | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | |
Contract termination | | | 34,300 | | | | — | | | | 34,300 | | | | — | |
Bargain purchase gain on acquisition | | | (16,971 | ) | | | — | | | | (16,971 | ) | | | — | |
Merger expenses | | | 12,026 | | | | — | | | | 12,026 | | | | — | |
Loss on extinguishment of debt | | | 2,479 | | | | — | | | | 2,479 | | | | — | |
Gain on deconsolidation of a subsidiary | | | — | | | | — | | | | — | | | | (7,082 | ) |
Other depreciation, amortization and non-cash charges | | | 97 | | | | (629 | ) | | | (748 | ) | | | (81 | ) |
Straight-line and other rent adjustments | | | (6,263 | ) | | | 357 | | | | (6,998 | ) | | | 694 | |
Impairment charges | | | 12,889 | | | | — | | | | 12,889 | | | | 8,030 | |
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at AFFO: | | | | | | | | | | | | | | | | |
Other depreciation, amortization and other non-cash charges | | | 12 | | | | — | | | | 44 | | | | — | |
Straight-line and other rent adjustments | | | (1,491 | ) | | | (37 | ) | | | (1,673 | ) | | | (151 | ) |
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO | | | 467 | | | | 729 | | | | 1,381 | | | | 1,766 | |
| | | | | | | | | | | | |
Total adjustments | | | 37,545 | | | | 420 | | | | 36,729 | | | | 3,176 | |
| | | | | | | | | | | | |
AFFO(a)(b) | | $ | 29,146 | | | $ | 19,790 | | | $ | 45,364 | | | $ | 40,054 | |
| | | | | | | | | | | | |
| | |
(a) | | AFFO for the three and six months ended June 30, 2011 does not include a reduction of $12.0 million as a result of charges incurred in connection with the Merger. Management does not consider these costs to be an ongoing expense of our business when evaluating our operating performance using this supplemental financial measure. |
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(b) | | The amounts previously reported for the three and six months ended June 30, 2010 of $19.6 million and $39.5 million, respectively, have been revised on the table above to reflect reclassifications made to conform to current year presentation. |
Adjusted Cash Flow from Operating Activities
Adjusted cash flow from operating activities refers to our cash flow from operating activities (as computed in accordance with GAAP) adjusted, where applicable, primarily to: add cash distributions that we receive from our investments in unconsolidated real estate joint ventures in excess of our equity income; subtract cash distributions that we make to our noncontrolling partners in real estate joint ventures that we consolidate; and eliminate changes in working capital. We hold a number of interests in real estate joint ventures, and we believe that adjusting our GAAP cash flow provided by operating activities to reflect these actual cash receipts and cash payments, as well as eliminating the effect of timing differences between the payment of certain liabilities and the receipt of certain receivables in a period other than that in which the item is recognized, may give investors additional information about our actual cash flow that is not incorporated in cash flow from operating activities as defined by GAAP.
We believe that adjusted cash flow from operating activities is a useful supplemental measure for assessing the cash flow generated from our core operations as it gives investors important information about our liquidity that is not provided within cash flow from operating activities as defined by GAAP, and we use this measure when evaluating distributions to shareholders.
CPA®:16 – Global 6/30/2011 10-Q/A — 45
Adjusted cash flow from operating activities for all periods presented is as follows (in thousands):
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2011 | | | 2010 | |
Cash flow provided by operating activities | | $ | 63,254 | | | $ | 63,722 | |
Adjustments: | | | | | | | | |
Distributions received from equity investments in real estate in excess of equity income, net | | | 2,190 | | | | 2,084 | |
Distributions paid to noncontrolling interests, net | | | (10,220 | ) | | | (6,121 | ) |
Changes in working capital | | | (8,826 | ) | | | (1,661 | ) |
| | | | | | |
Adjusted cash flow from operating activities (inclusive of Merger costs totaling $12.0 million in 2011) (a) (b) | | $ | 46,398 | | | $ | 58,024 | |
| | | | | | |
| | |
(a) | | Adjusted cash flow from operating activities for the six months ended June 30, 2011 included a reduction of $12.0 million as a result of charges incurred in connection with the Merger. Management does not consider these costs to be an ongoing cash outflow of our business when evaluating our cash flow generated from our core operations using this supplemental financial measure. |
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(b) | | During the first quarter of 2011, we made an adjustment to exclude the impact of escrow funds from Adjusted cash flow from operating activities as, more often than not, these funds represent investing and/or financing activities. Adjusted cash flow from operating activities for the six months ended June 30, 2010 has been adjusted to reflect this reclassification. |
While we believe that FFO, AFFO and Adjusted cash flow from operating activities are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance or to cash flow from operating activities as a measure of liquidity. These non-GAAP measures should be used in conjunction with net income and cash flow from operating activities as defined by GAAP. FFO, AFFO and Adjusted cash flow from operating activities, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO, AFFO and Adjusted cash flow from operating activities measures.
Item 3. 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 risks to which we are exposed are interest rate risk and foreign currency exchange risk. We are also exposed to market risk as a result of concentrations in certain tenant industries.
We do not generally use derivative instruments to manage foreign currency exchange rate risk exposure and do not use derivative instruments to hedge credit/market risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures.
Interest Rate Risk
The value of our real estate and related fixed rate debt obligations is 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, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled. 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 value of our owned assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants.
Although we have not experienced any credit losses on investments in loan participations, in the event of a significant rising interest rate environment, loan defaults could occur and result in our recognition of credit losses, which could adversely affect our liquidity and operating results. Further, such defaults could have an adverse effect on the spreads between interest earning assets and interest-bearing liabilities.
CPA®:16 – Global 6/30/2011 10-Q/A — 46
We hold a participation in the Carey Commercial Mortgage Trust (“CCMT”), a mortgage pool consisting of $172.3 million of mortgage debt collateralized by properties and lease assignments on properties jointly owned by us and two affiliates, which we acquired in connection with the Merger. With our affiliates, we also hold subordinated interests totaling $24.1 million, in which we own a 55% interest. The subordinated interests are payable only after all other classes of ownership receive their stated interest and related principal payments. The subordinated interests, therefore, could be affected by any defaults or nonpayment by lessees. At June 30, 2011, there have been no defaults. We account for the CCMT as a security that we expect to hold on a long-term basis. The value of the CCMT is subject to fluctuation based on changes in interest rates, economic conditions and the creditworthiness of lessees at the mortgaged properties. At June 30, 2011, we estimate that our total interest in CCMT had a fair value of $12.8 million.
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain non-recourse mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our venture partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap agreements with lenders that effectively convert the variable-rate debt service obligations of the loan to a fixed rate. Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The notional, or face, amount on which the swaps or caps are based is not exchanged. Our objective in using these derivatives is to limit our exposure to interest rate movements.
We estimate that the net fair value of our interest rate swaps, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, was a liability of $2.4 million at June 30, 2011. In addition, two unconsolidated ventures in which we have interests ranging from 25% to 27.25% had an interest rate swap and an interest rate cap with a net estimated fair value liability of $7.9 million in the aggregate, representing the total amount attributable to the ventures, not our proportionate share, at June 30, 2011 (Note 10).
In connection with the Hellweg 2 transaction, two ventures in which we have a total effective ownership interest of 26%, which we consolidate, obtained participation rights in two interest rate swaps obtained by the lender of the non-recourse mortgage financing on the transaction. The participation rights are deemed to be embedded credit derivatives. For the six months ended June 30, 2011, the embedded credit derivatives generated unrealized losses of less than $0.1 million. Because of current market volatility, we are experiencing significant fluctuation in the unrealized gains or losses generated from these derivatives and expect this trend to continue until market conditions stabilize.
At June 30, 2011, the majority of our long-term debt either bore interest at fixed rates, was swapped or capped to a fixed rate, or bore interest at fixed rates that were scheduled to convert to then-prevailing market fixed rates at certain future points during their term. The estimated fair value of these instruments is affected by changes in market interest rates. The annual interest rates on our fixed-rate debt at June 30, 2011 ranged from 4.4% to 8.3%. The annual interest rates on our variable-rate debt at June 30, 2011 ranged from 2.7% to 6.9%. Our debt obligations are more fully described under Financial Condition in Item 2 above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at June 30, 2011, (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015 | | | Thereafter | | | Total | | | Fair value | |
Fixed rate debt | | $ | 82,164 | | | $ | 116,696 | | | $ | 36,986 | | | $ | 119,874 | | | $ | 138,828 | | | $ | 1,261,476 | | | $ | 1,756,024 | | | $ | 1,704,310 | |
Variable rate debt | | $ | 3,181 | | | $ | 6,446 | | | $ | 6,983 | | | $ | 282,499 | | | $ | 12,459 | | | $ | 97,453 | | | $ | 409,021 | | | $ | 408,608 | |
A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at June 30, 2011 by an aggregate increase of $84.2 million or an aggregate decrease of $79.0 million, respectively.
This debt is generally not subject to short-term fluctuations in interest rates. As more fully described under Financial Condition — Summary of Financing in Item 2 above, a portion of the debt classified as variable-rate debt in the table above bore interest at fixed rates at June 30, 2011 but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their term.
Foreign Currency Exchange Rate Risk
We own investments in the European Union and other foreign countries, and as a result are subject to risk from the effects of exchange rate movements of foreign currencies, primarily in the Euro, and to a lesser extent, certain other currencies, which may affect future costs and cash flows. We manage foreign currency exchange rate movements by generally placing both our debt obligations to the lender and the tenant’s rental obligations to us in the same currency. We are generally a net receiver of the foreign currency (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar, and are adversely affected
CPA®:16 – Global 6/30/2011 10-Q/A — 47
by a stronger U.S. dollar, relative to the foreign currency. For the six months ended June 30, 2011, we recognized net realized and unrealized foreign currency transaction gains of $0.5 million and $1.2 million, respectively. These gains and losses are included in Other income and (expenses) in the consolidated financial statements and were primarily due to changes in the value of the foreign currency on accrued interest receivable on notes receivable from consolidated subsidiaries.
We have obtained mortgage financing in the local currency. To the extent that currency fluctuations increase or decrease rental revenues as translated to dollars, the change in debt service, as translated to dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency rates.
Other
We own stock warrants that were granted to us by lessees in connection with structuring initial lease transactions and that are defined as derivative instruments because they are readily convertible to cash or provide for net settlement upon conversion. Changes in the fair value of these derivative instruments are determined using an option pricing model and are recognized currently in earnings as gains or losses. At June 30, 2011, warrants issued to us were classified as derivative instruments and had an aggregate estimated fair value of $1.4 million.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our disclosure controls and procedures include our 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 at June 30, 2011, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of June 30, 2011 at a reasonable level of assurance.
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 control over financial reporting.
CPA®:16 – Global 6/30/2011 10-Q/A — 48
PART II
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
For the three months ended June 30, 2011, we issued 334,187 restricted shares of common stock to the advisor as consideration for performance fees. These shares were issued at $8.80 per share, which was our most recently published NAV per share as approved by our board of directors at the date of issuance.
In connection with the Merger, on May 2, 2011, WPC purchased 13,750,000 of our common shares at $8.80 per share for total consideration of $121.0 million.
Since none of these transactions were considered to have involved a “public offering” within the meaning of Section 4(2) of the Securities Act, the shares issued were deemed to be exempt from registration. In acquiring our shares, the advisor represented that such interests were being acquired by it for the purposes of investment and not with a view to the distribution thereof.
Issuer Purchases of Equity Securities
The following table provides information with respect to repurchases of our common stock during the three months ended June 30, 2011:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Maximum number (or | |
| | | | | | | | | | Total number of shares | | | approximate dollar value) | |
| | | | | | | | | | purchased as part of | | | of shares that may yet be | |
| | Total number of | | | Average price | | | publicly announced | | | purchased under the | |
2011 Period | | shares purchased (a) | | | paid per share | | | plans or program (a) | | | plans or program (a) | |
April | | | — | | | | — | | | | N/A | | | | N/A | |
May | | | — | | | | — | | | | N/A | | | | N/A | |
June | | | 572,679 | | | $ | 8.18 | | | | N/A | | | | N/A | |
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Total | | | 572,679 | | | | | | | | | | | | | |
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(a) | | Represents shares of our common stock purchased through our redemption plan, pursuant to which we may elect to redeem shares at the request of our shareholders, subject to certain exceptions, conditions and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. We satisfied all redemption requests received in the second quarter. The redemption plan will terminate if and when our shares are listed on a national securities market. |
Item 6. Exhibits
The following exhibits are filed with this Report, except where indicated.
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Exhibit No. | | Description |
10.1 | | Credit Agreement, dated May 2, 2011, by and among CPA 16 Merger Sub Inc., Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.2 | | Continuing Guaranty, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and the other guarantors thereto in favor Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
CPA®:16 – Global 6/30/2011 10-Q/A — 49
| | |
Exhibit No. | | Description |
10.3 | | Pledge Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 Merger Sub Inc. and the other pledgors thereto in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties. Amended and Restated Advisory Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.4 | | Amended and Restated Advisory Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. (incorporated herein by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.5 | | Asset Management Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and W. P. Carey & Co. B.V. (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011 by W. P. Carey & Co. LLC, Commission File No. 001-13779) |
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31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32 | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101 | | The following materials from Corporate Property Associates 16 — Global Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): |
| | (i) Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2011 and 2010, (iv) Consolidated Statements of Equity for the six months ended June 30, 2011 and fiscal 2010, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements.* |
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* | | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
CPA®:16 – Global 6/30/2011 10-Q/A — 50
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.
| | | | |
| Corporate Property Associates 16 — Global Incorporated | |
Date: August 16, 2011 | By: | /s/ Mark J. DeCesaris | |
| | Mark J. DeCesaris | |
| | Chief Financial Officer (Principal Financial Officer) | |
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| | |
Date: August 16, 2011 | By: | /s/ Thomas J. Ridings, Jr. | |
| | Thomas J. Ridings, Jr. | |
| | Chief Accounting Officer (Principal Accounting Officer) | |
|
CPA®:16 – Global 6/30/2011 10-Q/A — 51
EXHIBIT INDEX
The following exhibits are filed with this Report, except where indicated.
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Exhibit No. | | Description |
10.1 | | Credit Agreement, dated May 2, 2011, by and among CPA 16 Merger Sub Inc., Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.2 | | Continuing Guaranty, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and the other guarantors thereto in favor Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.3 | | Pledge Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 Merger Sub Inc. and the other pledgors thereto in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties. Amended and Restated Advisory Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. (incorporated herein by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.4 | | Amended and Restated Advisory Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. (incorporated herein by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011) |
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10.5 | | Asset Management Agreement, dated May 2, 2011, by and among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and W. P. Carey & Co. B.V. (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2011 by W. P. Carey & Co. LLC, Commission File No. 001-13779) |
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31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32 | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
101 | | The following materials from Corporate Property Associates 16 — Global Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): |
| | (i) Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2011 and 2010, (iv) Consolidated Statements of Equity for the six months ended June 30, 2011 and fiscal 2010, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements.* |
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* | | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
CPA®:16 – Global 6/30/2011 10-Q/A — 52