UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
R | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2012 |
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or |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| 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 | | 80-0067704 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
| | |
50 Rockefeller Plaza | | |
New York, New York | | 10020 |
(Address of principal executive offices) | | (Zip Code) |
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No R
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No R
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. Yes R No o
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). Yes R No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
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 filer o | | Accelerated filer o | | Non-accelerated filer R | | Smaller reporting company o |
| | | | (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 Act). Yes o No R
Registrant has no active market for its common stock. Non-affiliates held 164,879,403 shares of common stock at June 30, 2012.
At February 19, 2013, there were 203,621,214 shares of common stock of registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference its definitive Proxy Statement with respect to its 2013 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10-K.
INDEX
Forward-Looking Statements
This Annual Report on Form 10-K (the “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II 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 below in Item 1A. Risk Factors of this Report. We do not undertake to revise or update any forward-looking statements.
All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part II, Item 8, Financial Statements and Supplementary Data.
CPA®:16 – Global 2012 10-K — 1
PART I
Item 1. Business.
(a) General Development of Business
Overview
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 primarily invests in commercial properties leased to companies domestically and internationally. As a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets, and we are not subject to United States (“U.S.”) federal income tax with respect to the portion of our income that meets certain criteria and is distributed annually to stockholders.
Our core investment strategy is to own and manage a portfolio of properties leased to a diversified group of companies on a single tenant net lease basis. Our net leases generally require the tenant to pay substantially all of the costs associated with operating and maintaining the property, such as maintenance, insurance, taxes, structural repairs, and other operating expenses. Leases of this type are referred to as triple-net leases. We generally seek to include in our leases:
· | | clauses providing for mandated rent increases or periodic rent increases over the term of the lease tied to increases in the Consumer Price Index (“CPI”) or other similar index for the jurisdiction in which the property is located or, when appropriate, increases tied to the volume of sales at the property; |
· | | indemnification for environmental and other liabilities; |
· | | operational or financial covenants of the tenant; and |
· | | guarantees of lease obligations from parent companies or letters of credit. |
We have in the past and may in the future invest in mortgage loans that are collateralized by real estate.
We are managed by W. P. Carey Inc. (“WPC”) through certain of its wholly-owned subsidiaries (collectively, the “advisor”). WPC is a publicly traded company listed on the New York Stock Exchange under the symbol “WPC.”
Pursuant to an advisory agreement, the advisor provides both strategic and day-to-day management services for us, including capital funding services, investment research and analysis, investment financing and other investment related services, asset management, disposition of assets, investor relations, and administrative services. The advisor also provides office space and other facilities for us. We pay asset management fees and certain transactional fees to the advisor and also reimburse the advisor for certain expenses incurred in providing services to us, including those fees associated with personnel provided for administration of our operations. The current form of the agreement is scheduled to expire on September 30, 2013. The advisor also currently serves in this capacity for Corporate Property Associates 17 – Global Incorporated (“CPA®:17 – Global” and, together with us, the “CPA® REITs”) and Carey Watermark Investors (“CWI”), and served in this capacity for Corporate Property Associates 15 Incorporated (“CPA®:15”) until CPA®:15 merged with the advisor in September 2012 (collectively, including us, the “Managed REITs”).
We were formed as a Maryland corporation in June 2003. We commenced our initial public offering in December 2003. Through two public offerings we sold a total of 110,331,881 shares of our common stock for a total of $1.1 billion in gross offering proceeds. We completed our second public offering in December 2006. Through December 31, 2012, we have also issued 25,047,649 shares ($238.1 million) through our distribution reinvestment and stock purchase plan. We have repurchased 14,204,793 shares ($126.2 million) of our common stock under a redemption plan from inception through December 31, 2012.
On May 2, 2011, Corporate Property Associates 14 Incorporated (“CPA®:14”), which was also advised by the advisor, merged with and into CPA 16 Merger Sub, Inc. (“CPA 16 Merger Sub”), a REIT and one of our consolidated subsidiaries (the “Merger”), based on an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 13, 2010. Following the consummation of the Merger, we implemented an internal reorganization pursuant to which we were reorganized as an umbrella partnership real estate investment trust (an “UPREIT,” and the reorganization, the “UPREIT Reorganization”) to hold substantially all of our assets and liabilities in CPA 16 LLC (the “Operating Partnership”), a Delaware limited liability company subsidiary. We own 99.985% of the general and limited partnership interests in the Operating Partnership. The remaining 0.015% interest (the “Special Member Interest”) in the Operating Partnership is held by WPC REIT Merger Sub Inc., a subsidiary of WPC (the “Special General Partner”).
CPA®:16 – Global 2012 10-K — 2
Our principal executive offices are located at 50 Rockefeller Plaza, New York, NY 10020 and our telephone number is (212) 492-1100. We have no employees. At December 31, 2012, the advisor employed 216 individuals who are available to perform services for us.
Significant Developments During 2012
Line of Credit — On May 2, 2011, we entered into a secured credit agreement (the “Credit Agreement”) with several banks, including Bank of America, N.A., which acts as the administrative agent. CPA 16 Merger Sub is the borrower, and we and the Operating Partnership are guarantors. On August 1, 2012, we amended the Credit Agreement to reduce the amount available under the Credit Agreement from $320.0 million to $225.0 million, to reduce our annual interest rate from the London Interbank Offered Rate (“LIBOR”) plus 3.25% to LIBOR plus 2.50%, and to decrease the number of properties in our borrowing base pool. The Credit Agreement is scheduled to mature on August 1, 2015, with an option by CPA 16 Merger Sub to extend the maturity date for an additional 12 months, subject to the conditions provided in 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 (Note 11).
Financing Activity — During 2012, we obtained mortgage financing totaling $75.6 million, primarily consisting of new non-recourse mortgage financing (Note 11). These mortgage financings had a weighted-average annual interest rate of approximately 4.9%. Additionally, we drew $143.0 million on our Credit Agreement through December 31, 2012 and made repayments totaling $119.0 million during 2012.
Impairment Charges — During 2012, we incurred impairment charges totaling $22.9 million, which were inclusive of amounts attributable to noncontrolling interests of less than $0.1 million (Note 13).
(b) Financial Information About Segments
We operate in one reportable segment, real estate ownership, with domestic and foreign investments. Refer to Note 18 for financial information about this segment.
(c) Narrative Description of Business
Business Objectives and Strategy
We invest primarily in income-producing commercial real estate properties that are, upon acquisition, improved or developed or that will be developed within a reasonable time after acquisition.
Our objectives are to:
· | | own a diversified portfolio of triple-net leased real estate and other real estate related investments; |
· | | fund distributions to stockholders; and |
· | | increase our equity in our real estate by making regular principal payments on mortgage loans for our properties. |
We seek to achieve these objectives by investing in and holding commercial properties that are generally triple-net leased to a single corporate tenant. We intend our portfolio to be diversified by tenant, facility type, geographic location, and tenant industry.
CPA®:16 – Global 2012 10-K — 3
Our Portfolio
At December 31, 2012, our portfolio was comprised of our full or partial ownership interests in 498 properties, substantially all of which were triple-net leased to 144 tenants, and totaled approximately 47 million square feet with an occupancy rate of approximately 96.9%. In addition, we own two hotel properties for an aggregate of approximately 0.2 million square feet. Our portfolio, which excludes our hotel properties, had the following property and lease characteristics:
Geographic Diversification
Information regarding the geographic diversification of our properties at December 31, 2012 is set forth below (dollars in thousands):
| | Consolidated Investments | | Equity Investments in Real Estate |
| | Annualized | | % of Annualized | | Annualized | | % of Annualized |
| | Contractual | | Contractual | | Contractual | | Contractual |
| | Minimum | | Minimum | | Minimum | | Minimum |
Region | | Base Rent (a) | | Base Rent | | Base Rent (b) | | Base Rent |
United States | | | | | | | | | | | | |
East | | $ | 68,366 | | | 22 | % | | $ | 13,028 | | | 21 | % |
South | | 50,937 | | | 17 | | | 7,357 | | | 12 | |
Midwest | | 45,161 | | | 15 | | | 3,140 | | | 5 | |
West | | 35,942 | | | 12 | | | 13,502 | | | 22 | |
Total U.S. | | 200,406 | | | 66 | | | 37,027 | | | 60 | |
International | | | | | | | | | | | | |
Germany | | 48,398 | | | 16 | | | 9,001 | | | 14 | |
Asia (c) | | 5,087 | | | 2 | | | - | | | - | |
Canada | | 2,410 | | | 1 | | | - | | | - | |
Mexico | | 405 | | | - | | | - | | | - | |
Other Europe (d) | | 47,237 | | | 15 | | | 16,002 | | | 26 | |
Total Non-U.S. | | 103,537 | | | 34 | | | 25,003 | | | 40 | |
Total | | $ | 303,943 | | | 100 | % | | $ | 62,030 | | | 100 | % |
____________
(a) Reflects annualized contractual minimum base rent for the fourth quarter of 2012.
(b) Reflects our share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.
(c) Reflects investments in Malaysia and Thailand.
(d) Reflects investments in Finland, France, Hungary, the Netherlands, Poland, Sweden, and the United Kingdom.
Property Diversification
Information regarding our property diversification at December 31, 2012 is set forth below (dollars in thousands):
| | Consolidated Investments | | Equity Investments in Real Estate |
| | Annualized | | % of Annualized | | Annualized | | % of Annualized |
| | Contractual | | Contractual | | Contractual | | Contractual |
| | Minimum | | Minimum | | Minimum | | Minimum |
Property Type | | Base Rent (a) | | Base Rent | | Base Rent (b) | | Base Rent |
Industrial | | $ | 113,013 | | | 37 | % | | $ | 15,886 | | | 26 | % |
Warehouse/Distribution | | 69,576 | | | 23 | | | 7,965 | | | 13 | |
Retail | | 55,452 | | | 18 | | | 7,994 | | | 13 | |
Office | | 41,151 | | | 14 | | | 19,537 | | | 31 | |
Self Storage | | - | | | - | | | 9,996 | | | 16 | |
Other (c) | | 24,751 | | | 8 | | | 652 | | | 1 | |
Total | | $ | 303,943 | | | 100 | % | | $ | 62,030 | | | 100 | % |
____________
(a) Reflects annualized contractual minimum base rent for the fourth quarter of 2012.
CPA®:16 – Global 2012 10-K — 4
(b) Reflects our share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.
(c) Includes annualized contractual minimum base rent from tenants in our consolidated investments in the following property types: self storage, hospitality, education, theater, residential, sports, and land.
Tenant Diversification
Information regarding our tenant diversification at December 31, 2012 is set forth below (dollars in thousands):
| | Consolidated Investments | | Equity Investments in Real Estate |
| | Annualized | | | % of Annualized | | | Annualized | | | % of Annualized | |
| | Contractual | | | Contractual | | | Contractual | | | Contractual | |
| | Minimum | | | Minimum | | | Minimum | | | Minimum | |
Tenant Industry (a) | | Base Rent (b) | | | Base Rent | | | Base Rent (c) | | | Base Rent | |
Retail Trade | | $ | 78,826 | | | 26 | % | | $ | 8,038 | | | 13 | % |
Chemicals, Plastics, Rubber, and Glass | | 25,664 | | | 8 | | | - | | | - | |
Automotive | | 24,849 | | | 8 | | | 352 | | | 1 | |
Electronics | | 24,788 | | | 8 | | | 13,801 | | | 22 | |
Healthcare, Education, and Childcare | | 17,633 | | | 6 | | | - | | | - | |
Transportation — Cargo | | 15,589 | | | 5 | | | - | | | - | |
Consumer Non-durable Goods | | 15,399 | | | 5 | | | - | | | - | |
Construction and Building | | 14,126 | | | 5 | | | 7,202 | | | 12 | |
Grocery | | 10,835 | | | 4 | | | - | | | - | |
Beverages, Food, and Tobacco | | 10,779 | | | 4 | | | 1,764 | | | 3 | |
Telecommunications | | 10,558 | | | 3 | | | - | | | - | |
Business and Commercial Services | | 9,003 | | | 3 | | | - | | | - | |
Leisure, Amusement, and Entertainment | | 8,838 | | | 3 | | | 652 | | | 1 | |
Machinery | | 8,092 | | | 3 | | | 2,364 | | | 4 | |
Hotels and Gaming | | 6,876 | | | 2 | | | - | | | - | |
Media: Printing and Publishing | | 4,609 | | | 2 | | | 7,054 | | | 11 | |
Mining, Metals, and Primary Metal Industries | | 4,499 | | | 1 | | | 695 | | | 1 | |
Aerospace and Defense | | 3,474 | | | 1 | | | - | | | - | |
Textiles, Leather, and Apparel | | 1,992 | | | 1 | | | 1,963 | | | 3 | |
Insurance | | 1,404 | | | - | | | 3,645 | | | 6 | |
Buildings and Real Estate | | - | | | - | | | 6,497 | | | 10 | |
Federal, State, and Local Government | | - | | | - | | | 4,504 | | | 7 | |
Transportation — Personal | | - | | | - | | | 3,499 | | | 6 | |
Other (d) | | 6,110 | | | 2 | | | - | | | - | |
Total | | $ | 303,943 | | | 100 | % | | $ | 62,030 | | | 100 | % |
____________
(a) Based on the Moody’s Investors Service classification system and information provided by the tenant.
(b) Reflects annualized contractual minimum base rent for the fourth quarter of 2012.
(c) Reflects our share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.
(d) Includes annualized contractual minimum base rent of 1% or less from tenants in our consolidated investments in the following industries: consumer services, forest products and paper, consumer and durable goods, and utilities.
CPA®:16 – Global 2012 10-K — 5
Lease Expirations
At December 31, 2012, lease expirations of our properties were as follows (dollars in thousands):
| | Consolidated Investments | | Equity Investments in Real Estate |
| | Annualized | | | % of Annualized | | | Annualized | | | % of Annualized | |
| | Contractual | | | Contractual | | | Contractual | | | Contractual | |
| | Minimum | | | Minimum | | | Minimum | | | Minimum | |
Year of Lease Expiration | | Base Rent (a) | | | Base Rent | | | Base Rent (b) | | | Base Rent | |
2013 | | $ | 2,333 | | | 1 | % | | $ | 162 | | | - | % |
2014 | | 14,514 | | | 5 | | | 101 | | | - | |
2015 | | 5,080 | | | 2 | | | 3,668 | | | 6 | |
2016 | | 7,939 | | | 3 | | | 5,227 | | | 9 | |
2017 | | 9,458 | | | 3 | | | - | | | - | |
2018 - 2020 | | 36,424 | | | 12 | | | 12,444 | | | 20 | |
2021 - 2023 | | 83,554 | | | 27 | | | 8,871 | | | 14 | |
2024 - 2026 | | 43,554 | | | 14 | | | 22,967 | | | 37 | |
2027 - 2029 | | 32,637 | | | 11 | | | 4,679 | | | 8 | |
2030 - 2032 | | 68,450 | | | 22 | | | 3,911 | | | 6 | |
Total | | $ | 303,943 | | | 100 | % | | $ | 62,030 | | | 100 | % |
____________
(a) Reflects annualized contractual minimum base rent for the fourth quarter of 2012.
(b) Reflects our share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.
Asset Management
We believe that effective management of our assets is essential to maintain and enhance property values. Important aspects of asset management include restructuring transactions to meet the evolving needs of current tenants, re-leasing properties, refinancing debt, selling assets, and knowledge of the bankruptcy process.
The advisor monitors compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of our properties. Monitoring involves verifying that each tenant has paid real estate taxes, assessments, and other expenses relating to the properties it occupies and confirming that appropriate insurance coverage is being maintained by the tenant. For international compliance, the advisor also utilizes third-party asset managers for certain investments. The advisor reviews financial statements of our tenants and undertakes physical inspections of the condition and maintenance of our properties. Additionally, the advisor periodically analyzes each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry.
Holding Period
We generally intend to hold each property we invest in for an extended period. The determination of whether a particular property should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing economic conditions, with a view to achieving maximum capital appreciation for our stockholders or avoiding increases in risk. No assurance can be given that this objective will be realized.
Our intention is to consider alternatives for providing liquidity for our stockholders generally commencing eight years following the investment of substantially all of the net proceeds from our initial public offering. We completed the investment of substantially all of the net proceeds of our initial public offering during 2006. While we have substantially invested the proceeds of our offerings, we expect to continue to participate in future investments with our affiliates to the extent we have funds available for investment. We may provide liquidity for our stockholders through sales of assets, either on a portfolio basis or individually, a listing of our shares on a stock exchange, a merger (which may include a merger with one or more of our affiliated Managed REITs or our advisor), or another transaction approved by our board of directors and, if required by law, our stockholders. We are under no obligation to liquidate our portfolio within any particular period since the precise timing will depend on real estate and financial markets, economic conditions of the areas in which the properties are located, and tax effects on stockholders that may prevail in the future. Furthermore, there can be no assurance that we will be able to consummate a liquidity event. In the most recent instance in which Managed REIT stockholders were provided with liquidity, our advisor merged with CPA®:15 (the “WPC/CPA®:15 Merger”) in 2012. Prior to that, including our
CPA®:16 – Global 2012 10-K — 6
merger with CPA®:14, the liquidating entity merged with another, later-formed Managed REIT. In each of these transactions, stockholders of the liquidating entity were offered the opportunity to exchange their shares for shares of the merged entity, cash, and/or a short-term note.
Financing Strategies
Consistent with our investment policies, we use leverage when available on terms we believe are favorable. We generally borrow in the same currency that is used to pay rent on the property. This enables us to mitigate a portion of our currency risk on international investments. All of our mortgage loans are non-recourse and provide for monthly or quarterly payments, which include scheduled payments of principal. At December 31, 2012, 83% of our mortgage financing bore interest at fixed rates. At December 31, 2012, excluding our line of credit, substantially all of our variable-rate debt bore interest at fixed rates but will reset in the future, pursuant to the terms of the mortgage contracts. Accordingly, our near-term cash flow should not be adversely affected by increases in interest rates. The advisor may refinance properties or defease a loan when a decline in interest rates makes it profitable to prepay an existing mortgage loan, when an existing mortgage loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase the investment. There can be no assurance that existing debt will be refinanced at lower rates of interest as the debt matures. The benefits of the refinancing may include an increased cash flow resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing, if any, and/or an increase in property ownership if some refinancing proceeds are reinvested in real estate. We may be required to pay a yield maintenance premium, or a similar penalty, to the lender in order to pay off a loan prior to its maturity.
A lender of non-recourse mortgage debt generally has recourse only to the property collateralizing such debt and not to any of our other assets. The use of non-recourse debt, therefore, helps us to limit the exposure of our assets to the equity related to a single investment. While such lenders do not generally have recourse to our other assets, they may have such recourse in limited circumstances not related to the repayment of the indebtedness, such as under an environmental indemnity or in the case of fraud or, in the case of loans to be securitized, certain additional events of default. Lenders may also seek to include in the terms of mortgage loans provisions making the termination or replacement of the advisor an event of default or an event requiring the immediate repayment of the full outstanding balance of the loan.
As described above, we entered into the Credit Agreement, which provides for a secured, recourse revolving credit facility in an amount of up to $225.0 million and a maturity date of August 1, 2015, with an option for CPA 16 Merger Sub to extend the maturity date for an additional 12 months subject to conditions provided in the Credit Agreement.
Most of our financing requires us to make a balloon payment at maturity. At December 31, 2012, scheduled balloon payments for the next five years were as follows (in thousands):
2013 (a) | | $ | - | |
2014 (a) (b) | | 55,603 | |
2015 (a) (b) (c) | | 256,035 | |
2016 (a) (b) | | 201,962 | |
2017 (a) (b) | | 607,307 | |
____________
(a) Excludes our share of scheduled balloon payments on non-recourse mortgages of equity investments in real estate totaling $39.8 million in 2013, $72.4 million in 2014, $48.4 million in 2015, $17.1 million in 2016, and $36.5 million in 2017.
(b) Inclusive of amounts attributable to noncontrolling interests of $0.3 million in 2014, $1.3 million in 2015, $19.7 million in 2016, and $224.3 million in 2017.
(c) Includes amounts that will be due upon maturity of our $225.0 million Credit Agreement, which is scheduled to occur in August 2015, unless extended pursuant to its terms. At December 31, 2012, we had drawn $143.0 million from our Credit Agreement.
Investment Strategies
We invest primarily in income-producing properties that are, upon acquisition, improved or being developed or that are to be developed within a reasonable period after acquisition. While we are not currently seeking to make new significant investments, we may do so if attractive opportunities arise and we have funds available for investment.
Most of our properties are subject to long-term net leases and were acquired through sale-leaseback transactions in which we acquire properties from companies that simultaneously lease the properties back from us. These sale-leaseback transactions provide the lessee company with a source of capital that is an alternative to other financing sources such as corporate borrowing, mortgaging real property, or selling shares of its stock.
CPA®:16 – Global 2012 10-K — 7
Our sale-leaseback transactions may occur in conjunction with acquisitions, recapitalizations, or other corporate transactions. We may act as one of several sources of financing for these transactions by purchasing real property from the seller and net leasing it back to the seller or its successor in interest (the lessee).
In analyzing potential net lease investment opportunities, the advisor reviews all aspects of a transaction, including the creditworthiness of the tenant or borrower and the underlying real estate fundamentals, to determine whether a potential acquisition satisfies our investment criteria. The advisor generally considers, among other things, the following aspects of each transaction:
Tenant/Borrower Evaluation — The advisor evaluates each potential tenant or borrower for their creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure, as well as other factors that may be relevant to a particular investment. The advisor seeks opportunities in which it believes the tenant may have a stable or improving credit profile or credit potential that has not been recognized by the market. In evaluating a possible investment, the creditworthiness of a tenant or borrower often will be a more significant factor than the value of the underlying real estate, particularly if the underlying property is specifically suited to the needs of the tenant; however, in certain circumstances where the real estate is attractively valued, the creditworthiness of the tenant may be a secondary consideration. Whether a prospective tenant or borrower is creditworthy will be determined by the advisor’s investment department and its investment committee, as described below. Creditworthy does not mean “investment grade” as defined by the credit rating agencies.
Properties Critical to Tenant/Borrower Operations — The advisor generally focuses on properties that it believes are critical to the ongoing operations of the tenant. The advisor believes that these properties provide better protection generally as well as in the event of a bankruptcy, since a tenant or borrower is less likely to risk the loss of a critically important lease or property in a bankruptcy proceeding or otherwise.
Diversification — The advisor attempts to diversify our portfolio to avoid dependence on any one particular tenant, borrower, collateral type, geographic location, or tenant/borrower industry. By diversifying our portfolio, the advisor seeks to reduce the adverse effect of a single under-performing investment or a downturn in any particular industry or geographic region.
Lease Terms — Generally, the net leased properties in which we invest will be leased on a full-recourse basis to our tenants or their affiliates. In addition, the advisor generally seeks to include a clause in each lease that provides for increases in rent over the term of the lease. These increases are fixed or tied to increases in indices such as the CPI, or other similar index in the jurisdiction in which the property is located, but may contain caps or other limitations, either on an annual or overall basis. Further, in some jurisdictions (notably Germany), these clauses must provide for rent adjustments based on increases or decreases in the relevant index. In the case of retail stores and hotels, the lease may provide for participation in gross revenues above a stated level, or percentage rent; however, percentage rent has been insignificant in recent years. Alternatively, a lease may provide for mandated rental increases on specific dates, and the advisor may adopt other methods in the future.
Real Estate Evaluation — The advisor reviews the physical condition of the property and conducts a market evaluation to determine the likelihood of replacing the rental stream if the tenant defaults or of a sale of the property in such circumstances. The advisor will also generally engage third parties to conduct, or require the seller to conduct, Phase I or similar environmental site assessments (including a visual inspection for the potential presence of asbestos) in an attempt to identify potential environmental liabilities associated with a property prior to its acquisition. If potential environmental liabilities are identified, the advisor generally requires that identified environmental issues be resolved by the seller prior to property acquisition or, where such issues cannot be resolved prior to acquisition, requires tenants contractually to assume responsibility for resolving identified environmental issues after the acquisition and provide indemnification protections against any potential claims, losses or expenses arising from such matters. Although the advisor generally relies on its own analysis in determining whether to make an investment, each real property to be purchased by us will be appraised by an appraiser that is independent of the advisor, prior to acquisition. The contractual purchase price (plus acquisition fees, but excluding acquisition expenses, payable to the advisor) for a real property we acquire will not exceed its appraised value, unless approved by our independent directors. The appraisals may take into consideration, among other things, the terms and conditions of the particular lease transaction, the quality of the lessee’s credit, and the conditions of the credit markets at the time the lease transaction is negotiated. The appraised value may be greater than the construction cost or the replacement cost of a property, and the actual sale price of a property if sold by us may be greater or less than the appraised value. In cases of special purpose real estate, a property is examined in light of the prospects for the tenant/borrower’s enterprise and the financial strength and the role of that asset in the context of the tenant/borrower’s overall viability. Operating results of properties and other collateral may be examined to determine whether or not projected income levels are likely to be met. The advisor considers factors particular to the laws of foreign countries, in addition to the risks normally associated with real property investments, when considering an investment outside the U.S.
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Transaction Provisions to Enhance and Protect Value — The advisor attempts to include provisions in our leases it believes may help protect our investment from changes in the operating and financial characteristics of a tenant that may affect its ability to satisfy its obligations to us or reduce the value of our investment. Such provisions include requiring our consent to specified tenant activity, requiring the tenant to provide indemnification protections, and requiring the tenant to satisfy specific operating tests. The advisor may also seek to enhance the likelihood of a tenant’s lease obligations being satisfied through a guaranty of obligations from the tenant’s corporate parent or other entity or a letter of credit. This credit enhancement, if obtained, provides us with additional financial security. However, in markets where competition for net lease transactions is strong, some or all of these provisions may be difficult to negotiate. In addition, in some circumstances, tenants may retain the right to repurchase the property leased by the tenant. The option purchase price is generally the greater of the contract purchase price or the fair market value of the property at the time the option is exercised.
Other Equity Enhancements — The advisor may attempt to obtain equity enhancements in connection with transactions. These equity enhancements may involve warrants exercisable at a future time to purchase stock of the tenant or borrower or their parent. If warrants are obtained, and become exercisable, and if the value of the stock subsequently exceeds the exercise price of the warrant, equity enhancements can help us to achieve our goal of increasing investor returns.
Types of Investments
Substantially all of our investments to date are and will continue to be income-producing properties that are, upon acquisition, improved or being developed or which will be developed within a reasonable period of time after their acquisition. These investments have primarily been through sale-leaseback transactions, in which we invest in properties from companies that simultaneously lease the properties back from us subject to long-term leases. We have also invested in two domestic hotel properties. Investments are not restricted as to geographical areas.
Other Investments — We may invest up to 10% of our net equity in unimproved or non-income-producing real property and in “equity interests.” Investment in equity interests in the aggregate will not exceed five percent of our net equity. Such “equity interests” are defined generally to mean stock, warrants, or other rights to purchase the stock of, or other interests in, a tenant of a property, an entity to which we lend money or a parent or controlling person of a borrower or tenant. We may invest in unimproved or non-income-producing property that the advisor believes will appreciate in value or increase the value of adjoining or neighboring properties we own. There can be no assurance that these expectations will be realized. Often, equity interests will be “restricted securities,” as defined in Rule 144 under the Securities Act of 1933 (the “Securities Act”), which means that the securities have not been registered with the SEC and are subject to restrictions on sale or transfer. Under this rule, we may be prohibited from reselling the equity securities until we have fully paid for and held the securities for a period between six months to one year. It is possible that the issuer of equity interests in which we invest may never register the interests under the Securities Act. Whether an issuer registers its securities under the Securities Act may depend on many factors, including the success of its operations.
We will exercise warrants or other rights to purchase stock generally if the value of the stock at the time the rights are exercised exceeds the exercise price. Payment of the exercise price will not be deemed an investment subject to the above described limitations. We may borrow funds to pay the exercise price on warrants or other rights or may pay the exercise price from funds held for working capital and then repay the loan or replenish the working capital upon the sale of the securities or interests purchased. We will not consider paying distributions out of the proceeds of the sale of these interests until any funds borrowed to purchase the interest have been fully repaid.
We will not invest in real estate contracts of sale unless the contracts are in recordable form and are appropriately recorded in the applicable chain of title.
Cash resources will be invested in permitted temporary investments, which include short-term U.S. government securities, bank certificates of deposit, and other short-term liquid investments. To maintain our REIT qualification, we also may invest in securities that qualify as “real estate assets” and produce qualifying income under the REIT provisions of the Internal Revenue Code. Any investments in other REITs in which the advisor or any director is an affiliate must be approved as being fair and reasonable by a majority of the directors (which must include a majority of the independent directors) who are not otherwise interested in the transaction.
If at any time the character of our investments would cause us to be deemed an “investment company” for purposes of the Investment Company Act of 1940 (the “Investment Company Act”), we will take the necessary action to ensure that we are not deemed to be an investment company. The advisor will continually review our investment activity, including monitoring the proportion of our portfolio that is placed in various investments, to attempt to ensure that we do not come within the application of the Investment Company Act.
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Our reserves, if any, will be invested in permitted temporary investments. The advisor will evaluate the relative risks and rate of return, our cash needs, and other appropriate considerations when making short-term investments on our behalf. The rate of return of permitted temporary investments may be less than would be obtainable from real estate investments.
Investment Decisions
The advisor’s investment department, under the oversight of its chief investment officer, is primarily responsible for evaluating, negotiating and structuring potential investment opportunities for the Managed REITs and WPC. The advisor also has an investment committee that provides services to the Managed REITs. Before an investment is made, the transaction is generally reviewed by the advisor’s investment committee, except under the limited circumstances described below. The investment committee is not directly involved in originating or negotiating potential investments but instead functions as a separate and final step in the investment process. The advisor places special emphasis on having experienced individuals serve on its investment committee. The advisor generally will not invest in a transaction on our behalf unless it is approved by the investment committee, except that investments with a total purchase price of $10.0 million or less may be approved by either the chairman of the investment committee or the advisor’s chief investment officer (up to, in the case of investments other than long-term net leases, a cap of $30.0 million or 5% of our estimated net asset value per share (“NAV”), whichever is greater, provided that such investments may not have a credit rating of less than BBB-). For transactions that meet the investment criteria of more than one Managed REIT, the chief investment officer has discretion to allocate the investment to or among the Managed REITs. In cases where two or more Managed REITs, or one or more of the Managed REITs and WPC, will hold the investment, a majority of the independent directors of each Managed REIT investing in the property must also approve the transaction.
The following people currently serve on the investment committee:
| · | Nathaniel S. Coolidge, Chairman — Former senior vice president and head of the bond and corporate finance department of John Hancock Mutual Life Insurance (currently known as John Hancock Life Insurance Company). Mr. Coolidge’s responsibilities included overseeing its entire portfolio of fixed income investments and private equities. |
| · | Axel K.A. Hansing — Currently serving as a partner at Coller Capital, Ltd., a global leader in the private equity secondary market. |
| · | Frank J. Hoenemeyer — Former vice chairman and chief investment officer of the Prudential Insurance Company of America. As chief investment officer, he was responsible for all of Prudential Insurance Company of America’s investments including stocks, bonds and real estate. |
| · | Jean Hoysradt — Currently serving as the chief investment officer of Mousse Partners Limited (“Mousse”), an investment office based in New York, since 2001. Prior to joining Mousse, she served as Senior Vice President and head of Securities Investment and Treasury at New York Life Insurance Company. |
| · | Richard C. Marston — Currently the James R.F. Guy professor of Finance and Economics at the Wharton School of the University of Pennsylvania. |
| · | Nick J.M. van Ommen — Former chief executive officer of the European Public Real Estate Association (EPRA), currently serves on the supervisory boards of several companies, including Babis Vovos International Construction SA, a listed real estate company in Greece, Intervest Retail and Intervest Offices, listed real estate companies in Belgium, and IMMOFINANZ, a listed real estate company in Austria. |
| · | Dr. Karsten von Köller — Currently chairman of Lone Star Germany GmbH, a U.S. private equity firm, Chairman of the Supervisory Boards of Düsseldorfer Hypothekenbank AG and MHB Bank AG, and Vice Chairman of the Supervisory Boards of IKB Deutsche Industriebank AG and Corealcredit Bank AG. |
The advisor is required to use its best efforts to present a continuing and suitable investment program to us but is not required to present to us any particular investment opportunity, even if it is of a character that, if presented, could be taken by us.
Segments
We operate in one reportable segment, real estate ownership with domestic and foreign investments. For 2012, revenue from our tenant Hellweg Die Profi-Baumarkte GmbH & Co. KG (“Hellweg 2”) represented 12% of our total lease revenues, inclusive of noncontrolling interest.
Competition
We face active competition from many sources for investment opportunities in commercial properties net leased to major corporations both domestically and internationally. In general, we believe the advisor’s experience in real estate, credit underwriting, and transaction structuring should allow us to compete effectively for commercial properties to the extent we make future acquisitions.
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However, competitors may be willing to accept rates of returns, lease terms, other transaction terms, or levels of risk that we may find unacceptable.
Environmental Matters
We have invested, and expect to continue to invest, in properties currently or historically used as industrial, manufacturing, and commercial properties. Under various federal, state, and local environmental laws and regulations, current and former owners and operators of property may have liability for the cost of investigating, cleaning up, or disposing of hazardous materials released at, on, under, in, or from the property. These laws typically impose responsibility and liability without regard to whether the owner or operator knew of or was responsible for the presence of hazardous materials or contamination, and liability under these laws is often joint and several. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous materials. As part of our efforts to mitigate these risks, we typically engage third parties to perform assessments of potential environmental risks when evaluating a new acquisition of property, and we frequently obtain contractual protection (indemnities, cash reserves, letters of credit, or other instruments) from property sellers, tenants, a tenant’s parent company, or another third party to address known or potential environmental issues.
Transactions with Affiliates
We enter into transactions with our affiliates, including the other Managed REITs and our advisor or its affiliates, if we believe that doing so is consistent with our investment objectives and we comply with our investment policies and procedures. These transactions typically take the form of jointly-owned investments, direct purchases of assets, mergers, or another type of transaction. Like us, the other Managed REITs intend to consider alternatives for providing liquidity for their stockholders some years after they have invested substantially all of the net proceeds from their initial public offerings. Investments with affiliates of WPC are permitted only if a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction approve the allocation of the transaction among the affiliates as being fair and reasonable to us and the affiliate makes its investment on substantially the same terms and conditions as us.
On May 2, 2011, CPA®:14 merged with and into one of our subsidiaries pursuant to the Merger Agreement. In order to fund a portion of the Merger consideration, we received $121.0 million in cash from WPC in 2011 in return for the issuance of 13,750,000 shares of our common stock.
In May 2011, we incurred a non-cash charge of $34.3 million in connection with the issuance of the Special Member Interest to a subsidiary of WPC in consideration of the amendment of our advisory agreement.
Subsidiaries of WPC collectively own approximately 18.3% of our outstanding common stock, which excludes its ownership in the Special Member Interest.
(d) Financial Information About Geographic Areas
See Our Portfolio above and Note 18 for financial information pertaining to our geographic operations.
(e) Available Information
All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, and any amendments to those reports, are available for free on our website, http://www.cpa16global.com, as soon as reasonably practicable after they are filed or furnished to the SEC. Our SEC filings are available to be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings can also be obtained for free on the SEC’s Internet site at http://www.sec.gov. We are providing our website address solely for the information of investors. We do not intend our website to be an active link or to otherwise incorporate the information contained on our website into this report or other filings with the SEC.
We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC.
Item 1A. Risk Factors.
Our business, results of operations, financial condition, and ability to pay distributions at the current rate could be materially adversely affected by various risks and uncertainties, including the conditions below. These risk factors may have affected, and in the future could affect, our actual operating and financial results and could cause such results to differ materially from those in any forward-
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looking statements. You should not consider this list exhaustive. New risk factors emerge periodically, and we cannot assure you that the factors described below list all risks that may become material to us at any later time.
The financial and economic crisis in 2008 and 2009 adversely affected our business, and the continued uncertainty in the global economic environment may adversely affect our business in the future.
We are impacted by macro-economic environmental factors, the capital markets, and general conditions in the commercial real estate market, both in the U.S. and globally. During 2012 we saw slow improvement in the U.S. economy following the significant distress experienced in 2008 and 2009. Towards the end of 2012, however, there was an increase in international economic uncertainty as a result of the sovereign debt crisis and a deterioration of economic fundamentals in Europe. To date, these crises have had a limited impact on our business, primarily in that a number of tenants have experienced increased levels of financial distress. Currently, conditions in the U.S. appear to have stabilized, while the situation in Europe remains uncertain.
If the economic situation worsens, we could in the future experience a number of additional effects on our business, including higher levels of default in the payment of rent by our tenants, additional bankruptcies and impairments in the value of our property investments, as well as difficulties in financing transactions and refinancing existing loans as they come due. Any of these conditions may negatively affect our earnings, as well as our cash flow and, consequently, our ability to sustain the payment of distributions at current levels. Our earnings or cash flow may also be adversely affected by other events, such as increases in the value of the U.S. Dollar relative to other currencies in which we receive rent, as well as the need to expend cash to fund increased redemptions.
We are subject, in part, to the risks of real estate ownership, which could reduce the value of our properties.
Our performance and asset value are subject, in part, to risks incident to the ownership and operation of real estate, including:
| · | changes in the general economic climate; |
| · | changes in local conditions such as an oversupply of space or reduction in demand for commercial real estate; |
| · | changes in interest rates and the availability of financing; and |
| · | changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes. |
International investment risk may adversely affect our operations and our ability to make distributions.
We have invested in and may continue to invest in properties located outside the U.S. At December 31, 2012, our directly-owned real estate properties located outside of the U.S. represented 34% of annualized contractual minimum base rent. These investments may be affected by factors particular to the laws of the jurisdiction in which the property is located. These investments may expose us to risks
that are different from and in addition to those commonly found in the U.S., including:
| · | changing governmental rules and policies; |
| · | enactment of laws relating to the foreign ownership of property and laws relating to the ability of foreign entities to remove invested capital or profits earned from activities within the country to the U.S.; |
| · | expropriation of investments; |
| · | legal systems under which the ability to enforce contractual rights and remedies may be more limited than would be the case under U.S. law; |
| · | the difficulty in conforming obligations in other countries and the burden of complying with a wide variety of foreign laws, which may be more stringent than U.S. laws, including tax requirements and land use, zoning, and environmental laws, as well as changes in such laws; |
| · | adverse market conditions caused by changes in national or local economic or political conditions; |
| · | tax requirements vary by country and we may be subject to additional taxes as a result of our international investments; |
| · | changes in relative interest rates; |
| · | changes in the availability, cost and terms of mortgage funds resulting from varying national economic policies; |
| · | changes in real estate and other tax rates and other operating expenses in particular countries; |
| · | changes in land use and zoning laws; |
| · | more stringent environmental laws or changes in such laws; and |
| · | restrictions and/or significant costs in repatriating cash and cash equivalents held in foreign bank accounts. |
In addition, the lack of publicly available information in accordance with accounting principles generally accepted in the U.S. (“GAAP”) could impair our ability to analyze transactions and may cause us to forego an investment opportunity. It may also impair our ability to receive timely and accurate financial information from tenants necessary to meet our reporting obligations to financial institutions or governmental or regulatory agencies. Certain of these risks may be greater in emerging markets and less developed countries. The advisor’s expertise to date is primarily in the U.S. and Europe, and the advisor has less experience in other international
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markets. The advisor may not be as familiar with the potential risks to our investments outside the U.S. and Europe and we could incur losses as a result.
Also, we may rely on third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements with respect to our properties. Failure to comply with applicable requirements may expose us or our operating subsidiaries to additional liabilities.
Moreover, we are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. Our principal currency exposure is to the euro. We are also currently exposed to the British pound sterling, the Swedish krona, Canadian dollar, Thai baht, and Malaysian ringgit. We attempt to mitigate a portion of the risk of currency fluctuation by financing our properties in the local currency denominations, although there can be no assurance that this will be effective. Because we generally place both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency, 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; that is, absent other considerations, a weaker U.S. dollar will tend to increase both our revenues and our expenses, while a stronger U.S. dollar will tend to reduce both our revenues and our expenses.
We are not required to meet any diversification standards; therefore, our investments may become subject to concentration of risk.
Subject to our intention to maintain our qualification as a REIT, there are no limitations on the number or value of particular types of investments that we may make. We are not required to meet any diversification standards, including geographic diversification standards. Therefore, our investments may become concentrated in type or geographic location, which could subject us to significant concentration of risk with potentially adverse effects on our investment objectives.
We may have difficulty selling or re-leasing our properties and this lack of liquidity may limit our ability to quickly change our portfolio in response to changes in economic or other conditions.
Real estate investments generally have less liquidity compared to other financial assets, and this lack of liquidity will limit our ability to quickly change our portfolio in response to changes in economic or other conditions. The leases we enter into or acquire may be for properties that are specially suited to the particular needs of our tenant. With these properties, if the current lease is terminated or not renewed, we may be required to renovate the property or to make rent concessions in order to lease the property to another tenant. In addition, if we are forced to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed. These and other limitations may affect our ability to sell or re-lease properties without adversely affecting returns to our stockholders. See Item 1 — Business — Our Portfolio for scheduled lease expirations.
We have recognized, and may in the future recognize, substantial impairment charges on our properties.
We have incurred, and may in the future incur, substantial impairment charges, which we are required to recognize whenever we sell a property for less than its carrying value or we determine that the carrying amount of the property is not recoverable and exceeds its fair value (or, for direct financing leases, that the unguaranteed residual value of the underlying property has declined or, for equity investments, that the estimated fair value of the investment’s underlying net assets in comparison with the carrying value of our interest in the investment has declined). By their nature, the timing and extent of impairment charges are not predictable. Impairment charges reduce our net income, although they do not necessarily affect our cash flow from operations.
The inability of a tenant in a single tenant property to pay rent will reduce our revenues and increase our expenses.
Most of our properties are occupied by a single tenant, and therefore the success of our investments is materially dependent on the financial stability of these tenants. Revenues from several of our tenants/guarantors constitute a significant percentage of our lease revenues. Our five largest tenants/guarantors represented approximately 28%, 33%, and 37% of total lease revenues in 2012, 2011, and 2010, respectively. Lease payment defaults by tenants negatively impact our net income and reduce the amounts available for distributions to our stockholders. A default of a tenant on its lease payments to us could cause us to lose the revenue from the property and require us to find an alternative source of revenue to meet any mortgage payment and prevent foreclosure if the property is subject to a mortgage. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing our property. If a lease is terminated, there is no assurance that we will be able to re-lease the property for the rent previously received or sell the property without incurring a loss.
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The bankruptcy or insolvency of tenants or borrowers may cause a reduction in revenue.
Bankruptcy or insolvency of a tenant or borrower could cause:
| · | the loss of lease or interest and principal payments; |
| · | an increase in the costs incurred to carry the property; |
| · | litigation; |
| · | a reduction in the value of our shares; and |
| · | a decrease in distributions to our stockholders. |
Under U.S. bankruptcy law, a tenant who is the subject of bankruptcy proceedings has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. The maximum claim will be capped at the amount owed for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year’s lease payments or 15% of the remaining lease payments payable under the lease (but no more than three years’ lease payments). In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. If that were to occur, we would not be treated as the owner of the property, but we might have rights as a secured creditor. Those rights would not include a right to compel the tenant to timely perform its obligations under the lease but may instead entitle us to “adequate protection,” a bankruptcy concept that applies to protect against a decrease in the value of the property if the value of the property is less than the balance owed to us.
Insolvency laws outside of the U.S. may not be as favorable to reorganization or to the protection of a debtor’s rights as tenants under a lease as are the laws in the U.S. Our rights to terminate a lease for default may be more likely to be enforceable in countries other than the U.S., in which a debtor/ tenant or its insolvency representative may be less likely to have rights to force continuation of a lease without our consent. Nonetheless, such laws may permit a tenant or an appointed insolvency representative to terminate a lease if it so chooses.
However, in circumstances where the bankruptcy laws of the U.S. are considered to be more favorable to debtors and to their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of the U.S. bankruptcy laws if they are eligible. An entity would be eligible to be a debtor under the U.S. bankruptcy laws if it had a domicile (state of incorporation or registration), place of business or assets in the U.S. If a tenant became a debtor under the U.S. bankruptcy laws, then it would have the option of assuming or rejecting any unexpired lease. As a general matter, after the commencement of bankruptcy proceedings and prior to assumption or rejection of an expired lease, U.S. bankruptcy laws provide that until an unexpired lease is assumed or rejected, the tenant (or its trustee if one has been appointed) must timely perform obligations of the tenant under the lease. However, under certain circumstances, the time period for performance of such obligations may be extended by an order of the bankruptcy court.
We and the other Managed REITs managed by the advisor have had tenants (including several international tenants) file for bankruptcy protection in the past and have been involved in bankruptcy-related litigation. Four prior CPA® REITs reduced the rate of distributions to their investors as a result of adverse developments involving tenants.
Similarly, if a borrower under one of our loan transactions declares bankruptcy, there may not be sufficient funds to satisfy its payment obligations to us, which may adversely affect our revenue and distributions to our stockholders. The mortgage loans in which we may invest and the mortgage loans underlying the mortgage-backed securities in which we may invest may be subject to delinquency, foreclosure and loss, which could result in losses to us.
Our distributions may exceed our cash flow from operating activities and our earnings in accordance with GAAP.
Over the life of our company, the regular quarterly cash distributions we pay are expected to be principally sourced by cash flow from operating activities as determined under GAAP. However, there can be no assurance that our GAAP cash flow from operating activities will be sufficient to cover our future distributions, and we may use other sources of funds, such as proceeds from borrowings and asset sales, to fund portions of our future distributions. In addition, our distributions in 2012 exceeded, and future distributions may exceed, our GAAP earnings primarily because our GAAP earnings are affected by non-cash charges such as depreciation and impairments.
For U.S. federal income tax purposes, portions of the distributions we make may represent return of capital to our stockholders if they exceed our earnings and profits.
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Our ability to control the management of our net-leased properties may be limited.
The tenants or managers of net leased properties are responsible for maintenance and other day-to-day management of the properties. If a property is not adequately maintained in accordance with the terms of the applicable lease, we may incur expenses for deferred maintenance expenditures or other liabilities once the property becomes free of the lease. While our leases generally provide for recourse against the tenant in these instances, a bankrupt or financially troubled tenant may be more likely to defer maintenance and it may be more difficult to enforce remedies, including those provided in the applicable lease, against such a tenant. In addition, to the extent tenants are unable to conduct their operation of the property on a financially successful basis, their ability to pay rent may be adversely affected. Although we endeavor to monitor, on an ongoing basis, compliance by tenants with their lease obligations and other factors that could affect the financial performance of our properties, such monitoring may not in all circumstances ascertain or forestall deterioration either in the condition of a property or the financial circumstances of a tenant.
Our success is dependent on the performance of the advisor.
Our ability to achieve our investment objectives and to pay distributions is largely dependent upon the performance of the advisor in the acquisition of investments, the selection of tenants, the determination of any financing arrangements, and the management of our assets. The advisory agreement currently in effect has a one-year term and may be renewed at our option upon expiration. The past performance of partnerships and REITs managed by the advisor may not be indicative of the advisor’s performance with respect to us. We cannot guarantee that the advisor will be able to successfully manage and achieve liquidity for our stockholders to the same extent that it has done so for prior programs.
Our advisor and its affiliates may be subject to conflicts of interest.
Our advisor manages our business and selects our investments. Our advisor and its affiliates have potential conflicts of interest in their dealings with us. Circumstances under which a conflict could arise between us and our advisor and its affiliates include:
| · | the receipt of compensation by our advisor for acquisitions of investments, leases, sales and financing for us, which may cause our advisor to engage in transactions that generate higher fees, rather than transactions that are more appropriate or beneficial for our business; |
| · | agreements between us and our advisor, including agreements regarding compensation, will not be negotiated on an arm’s-length basis as would occur if the agreements were with unaffiliated third parties; |
| · | acquisitions of single assets or portfolios of assets from affiliates, including the other Managed REITs, subject to our investment policies and procedures, which may take the form of a direct purchase of assets, a merger or another type of transaction; |
| · | competition with W. P. Carey and entities managed by it for investment acquisitions. All such conflicts of interest will be resolved by our advisor. Although our advisor is required to use its best efforts to present a continuing and suitable investment program to us, decisions as to the allocation of investment opportunities present conflicts of interest, which may not be resolved in the manner that is most favorable to our interests; |
| · | a decision by our advisor (on our behalf) of whether to hold or sell an asset. This decision could impact the timing and amount of fees payable to our advisor as well as allocations and distributions payable to the Special General Partner pursuant to its special general partner interests. On the one hand, our advisor receives asset management fees and may decide not to sell an asset. On the other hand, Special General Partner will be entitled to certain profit allocations and cash distributions based upon sales of assets as a result of its operating partnership profits interest; |
| · | business combination transactions, including mergers, with W. P. Carey or another Managed REIT; |
| · | decisions regarding liquidity events, which may entitle our advisor and its affiliates to receive additional fees and distributions in respect of the liquidations; |
| · | a recommendation by our advisor that we declare distributions at a particular rate because our advisor and Special General Partner may begin collecting subordinated fees once the applicable preferred return rate has been met; |
| · | disposition fees based on the sale price of assets and interests in disposition proceeds based on net cash proceeds from sale, exchange or other disposition of assets may cause a conflict between the advisor’s desire to sell an asset and our plans to hold or sell the asset; |
| · | the termination of the advisory agreement and other agreements with our advisor and its affiliates; and |
| · | affiliates of our advisor own approximately 18.3% of our outstanding common stock, which gives the advisor significant influence over our affairs even if we were to terminate the advisory agreement. There can be no assurance that such affiliates will act in accordance with our interests when exercising the voting power of their shares, including in connection with a change of control or liquidity transaction. |
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We delegate our management functions to the advisor.
We delegate our management functions to the advisor, for which it earns fees pursuant to an advisory agreement. Although at least a majority of our board of directors must be independent, because the advisor earns fees from us and has an ownership interest in us, we have limited independence from the advisor.
The termination or replacement of the advisor could trigger a default or repayment event under our financing arrangements for some of our assets.
Lenders for certain of our assets may request change of control provisions in the loan documentation that would make the termination or replacement of WPC or its affiliates as the advisor an event of default or an event requiring the immediate repayment of the full outstanding balance of the loan. If an event of default or repayment event occurs with respect to any of our assets, our revenues and distributions to our stockholders may be adversely affected.
The repurchase of the Special General Partner’s interest in our operating partnership upon the termination of our advisor may discourage a takeover attempt if our advisory agreement would be terminated and our advisor not replaced by an affiliate in connection therewith.
In the event of a merger in which our advisory agreement is terminated and our advisor is not replaced by an affiliate, the operating partnership must either repurchase all or a portion of the Special General Partner’s interest in our operating partnership or obtain the consent of the Special General Partner to the merger. This obligation may deter a transaction that could result in a merger in which we are not the surviving entity. This deterrence may limit the opportunity for stockholders to receive a premium for their shares of common stock that might otherwise exist if an investor attempted to acquire us through a merger.
Payment of fees to our advisor, and distributions to our Special General Partner, will reduce cash available for distribution.
Our advisor will perform services for us in connection with the offer and sale of our shares, the selection and acquisition of our investments, the management and leasing of our properties and the administration of our other investments. Unless our advisor elects to receive our common stock in lieu of cash compensation, we will pay our advisor substantial cash fees for these services. In addition, our Special General Partner is entitled to certain distributions from our operating partnership. The payment of these fees and distributions will reduce the amount of cash available for distribution to our stockholders.
We face competition from affiliates of our advisor in the purchase, sale, lease, and operation of properties.
W. P. Carey and its affiliates specialize in providing lease financing services to corporations and in sponsoring funds, such as the CPA® REITs and, to a lesser extent, CWI, that invest in real estate. In addition, on September 28, 2012, W. P. Carey announced the completion of its conversion to a real estate investment trust (“REIT Conversion”) and the Merger with CPA®:15. W. P. Carey and the other operating CPA® REITs have investment policies and return objectives that are similar to ours and they and CWI will be seeking opportunities to invest capital. Therefore, W. P. Carey and its affiliates, the other operating CPA® REITs and future entities advised by W. P. Carey may compete with us with respect to properties, potential purchasers, sellers and lessees of properties, and mortgage financing for properties. We do not have a non-competition agreement with W. P. Carey or the other operating CPA® REITs and there are no restrictions on W. P. Carey’s ability to sponsor or manage funds or other investment vehicles that may compete with us in the future. Some of the entities formed and managed by W. P. Carey may be focused specifically on particular types of investments and receive preference in the allocation of those types of investments.
Our NAV is computed by the advisor relying in part upon a third-party valuation of our real estate.
Our NAV is computed by the advisor relying in part upon a third-party valuation of our real estate. Any valuation includes the use of estimates and our valuation may be influenced by the information provided to the third party by the advisor. Because our NAV is an estimate and can change as interest rates and real estate markets fluctuate, there is no assurance that a stockholder will realize such NAV in connection with any liquidity event.
Valuations that we obtain may include leases in place on the property being appraised, and if the leases terminate, the value of the property may become significantly lower.
The initial appraisals that we obtain on our properties are generally based on the values of the properties when they are leased. If the leases on the properties terminate, the values of the properties may fall significantly below the appraised value, which could result in impairment charges on the properties or reductions in our estimated NAV.
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Our use of debt to finance investments could adversely affect our cash flow and distributions to stockholders.
Most of our investments have been made by borrowing a portion of the purchase price of our investments and securing the loan with a mortgage on the property. We generally borrow on a non-recourse basis to limit our exposure on any property to the amount of equity invested in the property. If we are unable to make our debt payments as required, a lender could foreclose on the property or properties securing its debt. Additionally, lenders for our international mortgage loan transactions typically incorporate provisions that can cause a loan default, including a loan to value ratio, a debt service coverage ratio and a material adverse change in the borrower’s or tenant’s business. Accordingly, if the real estate value declines or the tenant defaults, the lender would have the right to foreclose on its security. If any of these events were to occur, it could cause us to lose part or all of our investment, which in turn could cause the value of our portfolio, and revenues available for distributions to our stockholders, to be reduced.
A majority of our financing also requires us to make a balloon payment at maturity. Our ability to make any balloon payments on debt will depend upon our ability either to refinance the obligation when due, invest additional equity in the property or sell the related property. When the balloon payment is due, we may be unable to refinance the balloon payment on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. Our ability to accomplish these goals will be affected by various factors existing at the relevant time, such as the state of the national and regional economies, local real estate conditions, available mortgage rates, availability of credit, our equity in the mortgaged properties, our financial condition, the operating history of the mortgaged properties and tax laws. A refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
Mortgage loans in which we may invest may be subject to delinquency, foreclosure and loss, which could result in losses to us.
The ability of a borrower to repay a loan collateralized by an income-producing property typically is dependent primarily upon the successful operation of the property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by the risks particular to real property described above, as well as, among other things:
| · | tenant mix; |
| · | success of tenant businesses; |
| · | property management decisions; |
| · | property location and condition; |
| · | competition from comparable types of properties; |
| · | changes in specific industry segments; |
| · | declines in regional or local real estate values, or rental or occupancy rates; and |
| · | increases in interest rates, real estate tax rates and other operating expenses. |
In the event of any default under a mortgage loan (or any financing lease or net lease that is recharacterized as a mortgage loan) held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our ability to achieve our investment objectives, including, without limitation, diversification of our commercial real estate properties portfolio by property type and location, moderate financial leverage, low to moderate operating risk and an attractive level of current income. In the event of the bankruptcy of a mortgage loan borrower (or any tenant under a financing lease or net lease that is recharacterized as a mortgage loan), the mortgage loan (or any financing lease or net lease that is recharacterized as a mortgage loan) to that borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan (or any financing lease or net lease that is recharacterized as a mortgage loan) can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed mortgage loan.
Liability for uninsured losses could adversely affect our financial condition.
Losses from disaster-type occurrences (such as wars, terrorist activities, floods or earthquakes) may be either uninsurable or not insurable on economically viable terms. Should an uninsured loss or a loss in excess of the limits of our insurance occur, we could lose our capital investment and/or anticipated profits and cash flow from one or more investments, which in turn could cause the value of the shares and distributions to our stockholders to be reduced.
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Our participation in joint ventures creates additional risk.
From time to time we may participate in joint ventures and purchase assets jointly with the other Managed REITs and/or W. P. Carey and other entities managed by it and may do so as well with third parties. There are additional risks involved in joint venture transactions. As a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to the property, joint venture or other entity. In addition, there is the potential of our joint venture partner becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and our partner. These diverging interests could result in, among other things, exposing us to liabilities of the joint venture in excess of our proportionate share of these liabilities. The partition rights of each owner in a jointly owned property could reduce the value of each portion of the divided property. In addition, the fiduciary obligation that our advisor or members of our board may owe to our partner in an affiliated transaction may make it more difficult for us to enforce our rights.
We may use derivative financial instruments to hedge against interest rate and currency fluctuations, which could reduce the overall returns on stockholder’s investment.
We may use derivative financial instruments to hedge exposures to changes in interest rates and currency rates. These instruments involve risk, such as the risk that counterparties may fail to perform under the terms of the derivative contract or that such arrangements may not be effective in reducing our exposure to interest rate changes. In addition, the possible use of such instruments may reduce the overall return on our investments. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the 75% or 95% REIT income test.
Conflicts of interest may arise between holders of our common stock and holders of partership interests in our Operating Partnership.
Our directors and officers have duties to us and to our stockholders under Maryland law in connection with their management of us. At the same time, we as managing member have fiduciary duties under Delaware law to our Operating Partnership and to the members in connection with the management of our Operating Partnership. Our duties as managing member of our Operating Partnership and its members may come into conflict with the duties of our directors and officers to us and our stockholders.
Under Delaware law, a managing member of a Delaware limited liability company owes its members the duties of good faith and fair dealing. Other duties, including fiduciary duties, may be modified or eliminated in the operating agreement. The operating agreement of our Operating Partnership provides that, for so long as we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the members will be resolved in favor of our stockholders.
Additionally, the operating agreement expressly limits our liability by providing that we and our officers, directors, employees and designees will not be liable or accountable to our Operating Partnership for losses sustained, liabilities incurred or benefits not derived if we or our officers, directors, agents, employees or designees, as the case may be, acted in good faith. In addition, our Operating Partnership is required to indemnify us and our officers, directors, agents, employees and designees to the extent permitted by applicable law from and against any and all claims arising from operations of our Operating Partnership, unless it is established that: (i) the act or omission was committed in bad faith, was fraudulent or was the result of active and deliberate dishonesty; (ii) the indemnified party actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. These limitations on liability do not supersede the indemnification provisions of our charter.
The provisions of Delaware law that allow the fiduciary duties of a managing member to be modified by an operating agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the operating agreement that purport to waive or restrict our fiduciary duties.
Failure to continue to qualify as a REIT would adversely affect our operations and ability to make distributions.
If we fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax on our net taxable income at corporate rates. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year we lose our REIT qualification. Losing our REIT qualification would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability, and we would no longer be required to make distributions. We might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of
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requirements regarding the composition of our assets and the sources of our gross income. Also, we must make distributions to our stockholders aggregating annually at least 90% of our REIT net taxable income, excluding net capital gains. Because we have investments in foreign real property, we are subject to foreign currency gains and losses. Foreign currency gains are qualifying income for purposes of the REIT income requirements provided that the underlying income satisfies the REIT income requirements. To reduce the risk of foreign currency gains adversely affecting our REIT qualification, we may be required to defer the repatriation of cash from foreign jurisdictions or to employ other structures that could affect the timing, character or amount of income we receive from our foreign investments. No assurance can be given that we will be able to manage our foreign currency gains in a manner that enables us to qualify as a REIT or to avoid U.S. federal and other taxes on our income. In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our investors, our ability to qualify as a REIT for U.S. federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
The Internal Revenue Service may take the position that specific sale-leaseback transactions we treat as true leases are not true leases for U.S. federal income tax purposes but are, instead, financing arrangements or loans. If a sale-leaseback transaction were so recharacterized, we might fail to satisfy the qualification requirements applicable to REITs.
We do not operate our hotels and, as a result, we do not have complete control over implementation of our strategic decisions.
In order for us to satisfy certain REIT qualification rules, we cannot directly operate any of our hotels. Instead, we must engage an independent management company to operate our hotels. Our taxable REIT subsidiaries (“TRSs”) engage independent management companies as the property managers for our hotels, as required by the REIT qualification rules. The management companies operating our hotels make and implement strategic business decisions with respect to these hotels, such as decisions with respect to the repositioning of a franchise or food and beverage operations and other similar decisions. Decisions made by the management companies operating the hotels may not be in the best interests of a particular hotel or of our company. Accordingly, we cannot assure you that the management companies operating our hotels will operate them in a manner that is in our best interests.
Distributions payable by REITs generally do not qualify for reduced U.S. federal income tax rates because qualifying REITs do not pay U.S. federal income tax on their undistributed net income.
The maximum U.S. federal income tax rate for distributions payable by domestic corporations to taxable U.S. stockholders is 20% under current law. Distributions payable by REITs, however, are generally not eligible for the reduced rates, except to the extent that they are attributable to distributions paid by a TRS or a C corporation or relate to certain other activities. This is because qualifying REITs receive an entity level tax benefit from not having to pay U.S. federal income tax on their net income. As a result, the more favorable rates applicable to regular corporate distributions could cause stockholders who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions, which could adversely affect the value of the stock of REITs, including our common stock. In addition, the relative attractiveness of real estate in general may be adversely affected by the reduced U.S. federal income tax rates applicable to corporate distributions, which could negatively affect the value of our properties.
The ability of our board of directors to change our investment policies or revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.
Our bylaws require that our independent directors review our investment policies at least annually to determine that the policies we are following are in the best interest of our stockholders. These policies may change over time. The methods of implementing our investment policies may also vary as new investment techniques are developed. Except as otherwise provided in our bylaws, our investment policies, the methods for their implementation, and our other objectives, policies and procedures may be altered by a majority of the directors (which must include a majority of the independent directors), without the approval of our stockholders. As a result, the nature of our stockholders’ investment could change without their consent. A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and commercial real property market fluctuations, all of which could materially adversely affect our ability to achieve our investment objectives.
In addition, our organizational documents permit our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if the board determines that it is not in our best interest to qualify as a REIT. In such a case, we would become subject to U.S. federal income tax on our net taxable income and we would no longer be required to distribute most of our net taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders.
Potential liability for environmental matters could adversely affect our financial condition.
Our properties currently are used for industrial, manufacturing, and other commercial purposes, and some of our tenants may handle hazardous or toxic substances, generate hazardous wastes, or discharge regulated pollutants to the environment. We therefore may
CPA®:16 – Global 2012 10-K — 19
own, and may in the future acquire, properties that have known or potential environmental contamination as a result of historical or ongoing operations. Buildings and structures on the properties we own and purchase also may have known or suspected asbestos-containing building materials. We may invest in properties located in countries that have adopted laws or observe environmental management standards that are less stringent than those generally followed in the U.S., which may pose a greater risk that releases of hazardous or toxic substances have occurred to the environment. Leasing properties to tenants that engage in these activities, and owning properties historically and currently used for industrial, manufacturing, and other commercial purposes, will cause us to be subject to the risk of liabilities under environmental laws. Some of these laws could impose the following on us:
| · | responsibility and liability for the cost of investigation and removal or remediation of hazardous or toxic substances released on or from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants; |
| · | liability for the costs of investigation and removal or remediation of hazardous substances at disposal facilities for persons who arrange for the disposal or treatment of such substances; |
| · | liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property; and |
| · | responsibility for managing asbestos-containing building materials, and third-party claims for exposure to those materials. |
Our costs of investigation, remediation or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial. The presence of hazardous or toxic substances at any of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or to borrow using the property as collateral. While we attempt to mitigate identified environmental risks by contractually requiring tenants to acknowledge their responsibility for complying with environmental laws and to assume liability for environmental matters, circumstances may arise in which a tenant fails, or is unable, to fulfill its contractual obligations. In addition, environmental liabilities, or costs or operating limitations imposed on a tenant to comply with environmental laws, could affect its ability to make rental payments to us. Also, and although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnification against potential environmental liabilities.
The returns on our investments in net leased properties may not be as great as returns on equity investments in real properties during strong real estate markets.
As an investor in single tenant, long-term net leased properties, the returns on our investments are based primarily on the terms of the lease. Payments to us under our leases do not rise and fall based upon the market value of the underlying properties. In addition, we generally lease each property to one tenant on a long-term basis, which means that we cannot seek to improve current returns at a particular property through an active, multi-tenant leasing strategy. While we will sell assets from time to time and may recognize gains or losses on the sales based on then-current market values, we generally intend to hold our properties on a long-term basis. We view our leases as fixed income investments through which we seek to achieve attractive risk-adjusted returns that will support a steady distribution. The value of our assets will likely not appreciate to the same extent as equity investments in real estate during periods when real estate markets are very strong. Conversely, in weak markets, the existence of a long-term lease may positively affect the value of the property, although it is nonetheless possible that, as a result of property declines generally, we may recognize impairment charges on some properties.
A potential change in U.S. accounting standards regarding operating leases may make the leasing of facilities less attractive to our potential domestic tenants, which could reduce overall demand for our leasing services.
A lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. This situation is considered to be met if, among other things, the non-cancelable lease term is more than 75% of the useful life of the asset or if the present value of the minimum lease payments equals 90% or more of the leased property’s fair value. Under capital lease accounting for a tenant, both the leased asset and liability are reflected on their balance sheet. If the lease does not meet any of the criteria for a capital lease, the lease is considered an operating lease by the tenant and the obligation does not appear on the tenant’s balance sheet; rather, the contractual future minimum payment obligations are only disclosed in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet in comparison to direct ownership. In response to concerns caused by a 2005 SEC study that the current model does not have sufficient transparency, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) issued an Exposure Draft on a joint proposal that would dramatically transform lease accounting from the existing model. The FASB and IASB met during the third quarter of 2012 and voted to re-expose the proposed standard. A revised exposure draft for public comment is currently expected to be issued in 2013, with a final standard expected to be issued during 2014. As of the date of this Report, the proposed guidance has not yet been finalized. Changes to the accounting guidance could affect both our and the Managed REITs’ accounting for leases as well as that of our and the Managed REITs’ tenants. 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
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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.
Our operations could be restricted if we become subject to the Investment Company Act and stockholders’ investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:
| · | it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or |
| · | it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which is referred to as the “40% test.” |
We believe that we are engaged primarily in the business of acquiring and owning interests in real estate. We hold ourselves out as a real estate firm and do not engage primarily in the business of investing, reinvesting, or trading in securities. Accordingly, we do not believe that we are an “orthodox” investment company as defined in Section 3(a)(1)(A) of the Investment Company Act and described in the first bullet point above. Further, we have no material assets other than our 99.985% ownership interest in the Operating Partnership. Excepted from the term “investment securities” for purposes of the 40% test described above, are securities issued by majority-owned subsidiaries, such as our Operating Partnership, that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
Our Operating Partnership relies upon the exemption from registration as an investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act, which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exemption generally requires that at least 55% of the Operating Partnership’s assets must be comprised of qualifying real estate assets and at least 80% of its portfolio must be comprised of qualifying real estate assets and real estate-related assets. Qualifying assets for this purpose include mortgage loans and other assets that the SEC staff in various no-action letters has affirmed can be treated as qualifying assets. We treat as real estate-related assets debt and equity securities of companies primarily engaged in real estate businesses and securities issued by pass through entities of which substantially all the assets consist of qualifying assets and/or real estate-related assets. We satisfy these requirements through our acquisition and ownership of commercial properties leased to single tenants. We monitor our Operating Partnership’s assets to ensure continuing and ongoing compliance with these requirements. We rely on guidance published by the SEC staff or on our analyses of guidance published with respect to other types of assets to determine which assets are qualifying real estate assets and real estate-related assets. In August 2011, the SEC issued a concept release soliciting public comment on a wide range of issues relating to Section 3(c)(5)(C), including the nature of the assets that qualify for purposes of the exemption and whether mortgage REITs should be regulated in a manner similar to investment companies. There can be no assurance that the laws and regulations governing the Investment Company Act status of REITs, including the guidance of the SEC or its staff regarding this exemption, will not change in a manner that adversely affects our operations. To the extent that the SEC staff publishes new or different guidance with respect to these matters, we may be required to adjust our strategy accordingly. In addition, we may be limited in our ability to make certain investments and these limitations could result in the Operating Partnership holding assets we might wish to sell or selling assets we might wish to hold.
We are not required to complete a liquidity event by a specified date. The lack of an active public trading market for our shares combined with the limit on the number of shares a person may own may discourage a takeover and make it difficult for stockholders to sell shares quickly.
There is no active public trading market for our shares, and we do not expect there ever will be one. Moreover, we are not required to complete a liquidity event by a specified date. Our charter also prohibits the ownership of more than 9.8% in value of our stock or more than 9.8% in value or number, whichever is more restrictive, by one person or affiliated group, unless exempted by our board of directors, which may inhibit large investors from desiring to purchase your shares and may also discourage a takeover. Moreover, our redemption plan includes numerous restrictions that limit stockholders’ ability to sell shares to us, and our board of directors may amend, suspend or terminate the plan without prior notice. Therefore, it will be difficult for stockholders to sell shares promptly or at all. In addition, the price received for any shares sold prior to a liquidity event is likely to be less than the net asset value of the share at that time. Investor suitability standards imposed by certain states may also make it more difficult to sell shares to someone in those states.
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Maryland law could restrict a change in control.
Provisions of Maryland law applicable to us prohibit business combinations with:
| · | any person who beneficially owns 10% or more of the voting power of outstanding shares, referred to as an interested stockholder; |
| · | an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our outstanding shares, also referred to as an interested stockholder; or |
| · | an affiliate of an interested stockholder. |
These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares and two-thirds of the votes entitled to be cast by holders of our shares other than shares held by the interested stockholder or by an affiliate or associate of the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control was in our stockholders’ interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that someone becomes an interested stockholder. In addition, a person is not an interested stockholder if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance at or after the time of approval, with any terms and conditions determined by the board.
Our articles of incorporation restrict beneficial ownership of more than 9.8% of the outstanding shares by one person or affiliated group, unless otherwise waived by our board of directors, in order to assist us in meeting the REIT qualification rules. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ interest.
Stockholders’ equity interests may be diluted.
Our stockholders do not have preemptive rights to any shares of common stock issued by us in the future. Therefore, if we (i) sell shares of common stock in the future, including those issued pursuant to our distribution reinvestment plan and, in certain circumstances, to WPC; (ii) sell securities that are convertible into our common stock, (iii) issue common stock in a private placement to institutional investors; or (iv) issue shares of common stock to our directors or to the advisor for payment of fees in lieu of cash, then stockholders will experience dilution of their percentage ownership in us. Depending on the terms of such transactions, most notably the offer price per share and the value of our properties and our other investments, existing stockholders might also experience a dilution in the book value per share of their investment in us.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal corporate offices are located at 50 Rockefeller Plaza, New York, NY 10020. The advisor also has its primary international investment offices located in London and Amsterdam. The advisor also has office space domestically in Dallas, Texas and internationally in Shanghai. The advisor leases all of these offices and believes these leases are suitable for our operations for the foreseeable future.
See Item 1, Business — Our Portfolio for a discussion of the properties we hold for rental operations and Part II, Item 8, Financial Statements and Supplemental Data — Schedule III — Real Estate and Accumulated Depreciation for a detailed listing of such properties.
Item 3. Legal Proceedings.
At December 31, 2012, we were not involved in any material litigation.
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.
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Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Unlisted Shares and Distributions
There is no active public trading market for our shares. At February 19, 2013, there were approximately 47,142 holders of record of our shares.
We are required to distribute annually at least 90% of our distributable REIT net taxable income to maintain our status as a REIT. Quarterly distributions declared by us for the past two years are as follows:
| | Years Ended December 31, |
| | 2012 | | 2011 |
First quarter | | $ | 0.1670 | | | $ | 0.1656 | |
Second quarter | | 0.1672 | | | 0.1656 | |
Third quarter | | 0.1674 | | | 0.1662 | |
Fourth quarter | | 0.1676 | | | 0.1668 | |
| | $ | 0.6692 | | | $ | 0.6642 | |
As described in Note 11, our line of credit contains covenants that restrict the amount of distributions that we can pay.
Unregistered Sales of Equity Securities
For the three months ended December 31, 2012, we issued 254,333 shares of common stock to the advisor as consideration for asset management fees. These shares were issued at $9.10 per share, which was our most recently published NAV as approved by our board of directors at the date of issuance. 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
| | | | | | | | 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 |
2012 Period | | shares purchased (a) | | paid per share | | plans or program (a) | | plans or program (a) |
October | | — | | — | | N/A | | N/A |
November | | — | | — | | N/A | | N/A |
December | | 754,620 | | $ | 8.33 | | N/A | | N/A |
Total | | 754,620 | | | | | | |
| | | | | | | | | |
__________
(a) Represents shares of our common stock repurchased through our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, 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 2012. The redemption plan will terminate if and when our shares are listed on a national securities market.
CPA®:16 – Global 2012 10-K — 23
Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with the consolidated financial statements and related notes in Item 8 (in thousands except per share data):
| Years Ended December 31, |
| 2012 (a) | | 2011 (a) | | 2010 | | 2009 | | 2008 |
Operating Data (b) | | | | | | | | | | | | | | | |
Revenues from continuing operations | | $ | 323,169 | | | $ | 309,665 | | | $ | 228,580 | | | $ | 226,778 | | | $ | 225,759 | |
Income from continuing operations | | 53,245 | | | 34,373 | | | 50,408 | | | 28,104 | | | 45,324 | |
Net income (c) | | 41,450 | | | 21,293 | | | 59,238 | | | 12,959 | | | 47,360 | |
Add: Net (income) loss attributable to noncontrolling interests | | (25,576 | ) | | (9,891 | ) | | (4,905 | ) | | 8,050 | | | (339 | ) |
Add: Net loss (income) attributable to redeemable noncontrolling interests | | 2,192 | | | (1,902 | ) | | (22,326 | ) | | (23,549 | ) | | (26,774 | ) |
Net income (loss) attributable to CPA®:16 – Global stockholders | | 18,066 | | | 9,500 | | | 32,007 | | | (2,540 | ) | | 20,247 | |
| | | | | | | | | | | | | | | |
Earnings (Loss) Per Share: | | | | | | | | | | | | | | | |
Income from continuing operations attributable to CPA®:16 – Global stockholders | | 0.15 | | | 0.13 | | | 0.22 | | | 0.02 | | | 0.15 | |
Net income (loss) attributable to CPA®:16 – Global stockholders | | 0.09 | | | 0.05 | | | 0.26 | | | (0.02 | ) | | 0.17 | |
| | | | | | | | | | | | | | | |
Cash distributions declared per share | | 0.6692 | | | 0.6642 | | | 0.6624 | | | 0.6621 | | | 0.6576 | |
| | | | | | | | | | | | | | | |
Balance Sheet Data | | | | | | | | | | | | | | | |
Total assets | | $ | 3,406,792 | | | $ | 3,644,934 | | | $ | 2,438,391 | | | $ | 2,889,005 | | | $ | 2,967,203 | |
Net investments in real estate (d) | | 2,765,886 | | | 2,862,040 | | | 2,127,900 | | | 2,223,549 | | | 2,190,625 | |
Long-term obligations (e) | | 1,788,937 | | | 1,946,170 | | | 1,371,949 | | | 1,454,851 | | | 1,453,901 | |
| | | | | | | | | | | | | | | |
Other Information | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 190,939 | | | $ | 156,927 | | | $ | 121,390 | | | $ | 116,625 | | | $ | 117,435 | |
Cash distributions paid | | 134,649 | | | 103,880 | | | 82,013 | | | 80,778 | | | 79,011 | |
Payments of mortgage principal (f) | | 85,990 | | | 52,034 | | | 21,613 | | | 18,747 | | | 15,487 | |
__________
(a) | Results for the years ended December 31, 2012 and 2011 include the impact of the Merger in May 2011. |
(b) | Certain prior year amounts have been reclassified from continuing operations to discontinued operations. |
(c) | Net income in 2012, 2011, 2010, 2009, and 2008 reflected impairment charges totaling $22.9 million, inclusive of amounts attributable to noncontrolling interests totaling less than $0.1 million, $27.5 million, inclusive of amounts attributable to noncontrolling interests totaling $0.2 million, $10.9 million, inclusive of amounts attributable to noncontrolling interests totaling $2.5 million, $59.6 million, inclusive of amounts attributable to noncontrolling interests totaling $12.8 million, and $4.0 million, respectively. |
(d) | Net investments in real estate consists of Net investments in properties, Net investments in direct financing leases, Equity investments in real estate, Assets held for sale, and Real estate under construction, as applicable. |
(e) | Represents non-recourse mortgage obligations, our credit facility, and deferred acquisition fee installments. |
(f) | Represents scheduled mortgage principal payments. |
CPA®:16 – Global 2012 10-K — 24
Item 7. 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.
Business Overview
As described in more detail in Item 1 of this Report, 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.
As discussed in Item 1, General Development of Business, 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 on our full-year 2012 results as described below.
Financial Highlights
(In thousands)
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Total revenues | | $ | 323,169 | | | $ | 309,665 | | | $ | 228,580 | |
Net income attributable to CPA®:16 – Global stockholders | | 18,066 | | | 9,500 | | | 32,007 | |
| | | | | | | | | |
Net cash provided by operating activities | | 190,939 | | | 156,927 | | | 121,390 | |
Net cash provided by (used in) investing activities | | 72,598 | | | (181,270 | ) | | (30,762 | ) |
Net cash (used in) provided by financing activities | | (307,372 | ) | | 76,068 | | | (115,951 | ) |
| | | | | | | | | |
Cash distributions paid | | 134,649 | | | 103,880 | | | 82,013 | |
| | | | | | | | | |
Supplemental financial measure: | | | | | | | | | |
Modified funds from operations | | 171,182 | | | 138,195 | | | 79,314 | |
We consider the performance metrics listed above, including Modified funds from operations (“MFFO”), a supplemental measure that is not defined by GAAP (“non-GAAP”), to be important measures in the evaluation of our results of operations 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 stockholders. See Supplemental Financial Measures below for our definition of this non-GAAP measure and reconciliations to its most directly comparable GAAP measure.
Total revenues, net income, and cash flow from operating activities all increased for the year ended December 31, 2012 as compared to 2011, primarily due to results of operations and cash flow generated from the properties acquired in the Merger in May 2011. Additionally, net income attributable to CPA®:16 – Global stockholders for the year ended December 31, 2011 reflected a non-cash charge of $34.3 million incurred in connection with the amendment of our advisory agreement and the issuance of the Special Member Interest to a subsidiary of WPC in connection with the UPREIT Reorganization in May 2011.
Our MFFO supplemental measure increased for the year ended December 31, 2012 as compared to 2011, primarily reflecting the accretive impact to MFFO from properties acquired in the Merger.
Our quarterly cash distribution was $0.1676 per share for the fourth quarter of 2012, which equates to $0.6704 per share on an annualized basis.
CPA®:16 – Global 2012 10-K — 25
Net Asset Values — The advisor generally calculates our estimated NAV by relying 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. Our NAV is based on a number of variables, including, among others, changes in the credit profiles of individual tenants; lease terms, expirations, and non-renewals; lending credit spreads; foreign currency exchange rates; potential asset sales; and tenant defaults and bankruptcies. We do not control all of these variables and, as such, cannot predict how they will change in the future.
The advisor usually calculates our NAV annually as of year-end. Our most recently published estimated NAV as of December 31, 2011 was $9.10. While the advisor has not yet finalized its calculation of our NAV as of December 31, 2012, we currently expect certain factors to have an impact on that calculation. Developments in 2012 that can unfavorably affect our NAV include tenant bankruptcies, asset sales at prices that were below the appraised values of the properties as of December 31, 2011, and notification by several tenants that they intend to vacate their properties at the end of their respective lease terms in future years (beginning in 2015).
How We Evaluate Results of Operations
We evaluate our results of operations with a primary focus on our ability to generate cash flow necessary to meet our objectives of funding distributions to stockholders and increasing our equity in our real estate. As a result, our assessment of operating results gives less emphasis to the effect of unrealized gains and losses, which may cause fluctuations in net income for comparable periods but have no impact on cash flows, and to other non-cash charges, such as depreciation and impairment charges.
We consider cash flows from operating activities, cash flows from investing activities, cash flows from financing activities, and certain non-GAAP performance metrics to be important measures in the evaluation of our results of operations, liquidity and capital resources. Cash flows from operating activities are sourced primarily from long-term lease contracts. These leases are generally triple net and mitigate, to an extent, our exposure to certain property operating expenses. Our evaluation of the amount and expected fluctuation of cash flows from operating activities is essential in evaluating our ability to fund operating expenses, service debt and fund distributions to stockholders.
We focus on measures of cash flows from investing activities and cash flows from financing activities in our evaluation of our capital resources. Investing activities typically consist of the acquisition or disposition of investments in real property and the funding of capital expenditures with respect to real properties. Financing activities primarily consist of the payment of distributions to stockholders, obtaining non-recourse mortgage financing, generally in connection with the acquisition or refinancing of properties, managing our line of credit, and making mortgage principal payments. Our financing strategy has been to purchase substantially all of our properties with a combination of equity and non-recourse mortgage debt. A lender on a non-recourse mortgage loan generally has recourse only to the property collateralizing such debt and not to any of our other assets. This strategy has allowed us to diversify our portfolio of properties and, thereby, limit our risk. In the event that a balloon payment comes due, we may seek to refinance the loan, restructure the debt with existing lenders, or evaluate our ability to pay the balloon payment from our cash reserves or sell the property and use the proceeds to satisfy the mortgage debt.
Results of Operations
Impact of the Merger
The assets we acquired and liabilities we assumed in the Merger exclude certain sales made in connection with the Merger by CPA®:14 of equity interests in entities that owned six properties (the “Asset Sales”) to CPA®:17 – Global and WPC, for an aggregate of $89.5 million in cash. Immediately prior to the Merger and subsequent to the Asset 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 seven 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 annual interest 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 $13.6 million related to the Merger, as well as those related to the equity transaction described above and the reorganization described below, were expensed as incurred and classified within General and administrative expense in the consolidated statements of income for the year ended December 31, 2011.
CPA®:16 – Global 2012 10-K — 26
The lease revenues and income from operations contributed from the properties acquired from the date of the Merger through December 31, 2011 were $55.6 million and $5.3 million, respectively.
We amended our advisory agreement with affiliates of WPC to give effect to this reorganization and to reflect a revised fee structure whereby (i) our asset management fees were 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 were eliminated. 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 lump-sum or “balloon” payments. The Special General Partner may also elect to receive the Available Cash Distribution in shares of our common stock. The Available Cash Distribution is contractually limited to 0.5% of our assets excluding cash, cash equivalents, and certain short-term investments and non-cash reserves (“Adjusted Invested Assets”). The fee structure related to initial acquisition fees, subordinated acquisition fees, and subordinated disposition fees remained unchanged. On September 28, 2012, we entered into an amended and restated advisory agreement with the same fee structure; however, advisor personnel expenses are now allocated on a revenue basis amongst the Managed REITs (Note 4).
CPA®:16 – Global 2012 10-K — 27
The following table presents the comparative results of operations (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | Change | | 2011 | | 2010 | | Change |
Revenues | | | | | | | | | | | | |
Rental income | | $ | 244,487 | | $ | 234,132 | | $ | 10,355 | | $ | 234,132 | | $ | 147,770 | | $ | 86,362 |
Interest income from direct financing leases | | 39,853 | | 36,726 | | 3,127 | | 36,726 | | 26,913 | | 9,813 |
Other operating income | | 7,957 | | 8,394 | | (437) | | 8,394 | | 3,127 | | 5,267 |
Interest income on notes receivable | | 3,520 | | 4,463 | | (943) | | 4,463 | | 25,955 | | (21,492) |
Other real estate income | | 27,352 | | 25,950 | | 1,402 | | 25,950 | | 24,815 | | 1,135 |
| | 323,169 | | 309,665 | | 13,504 | | 309,665 | | 228,580 | | 81,085 |
Operating Expenses | | | | | | | | | | | | |
General and administrative | | (16,433) | | (27,778) | | 11,345 | | (27,778) | | (10,420) | | (17,358) |
Depreciation and amortization | | (98,524) | | (85,175) | | (13,349) | | (85,175) | | (47,457) | | (37,718) |
Property expenses | | (36,243) | | (35,021) | | (1,222) | | (35,021) | | (29,230) | | (5,791) |
Other real estate expenses | | (20,330) | | (19,218) | | (1,112) | | (19,218) | | (18,697) | | (521) |
Issuance of Special Member Interest | | - | | (34,300) | | 34,300 | | (34,300) | | - | | (34,300) |
Impairment charges | | (9,112) | | (9,832) | | 720 | | (9,832) | | (9,594) | | (238) |
| | (180,642) | | (211,324) | | 30,682 | | (211,324) | | (115,398) | | (95,926) |
Other Income and Expenses | | | | | | | | | | | | |
Income from equity investments in real estate | | 17,752 | | 22,071 | | (4,319) | | 22,071 | | 17,573 | | 4,498 |
Other income and (expenses) | | 978 | | (409) | | 1,387 | | (409) | | 356 | | (765) |
Gain on extinguishment of debt | | 5,486 | | 3,630 | | 1,856 | | 3,630 | | - | | 3,630 |
Bargain purchase gain on acquisition | | 1,617 | | 28,709 | | (27,092) | | 28,709 | | - | | 28,709 |
Interest expense | | (104,219) | | (106,383) | | 2,164 | | (106,383) | | (75,857) | | (30,526) |
| | (78,386) | | (52,382) | | (26,004) | | (52,382) | | (57,928) | | 5,546 |
Income from continuing operations before income taxes | | 64,141 | | 45,959 | | 18,182 | | 45,959 | | 55,254 | | (9,295) |
Provision for income taxes | | (10,896) | | (11,586) | | 690 | | (11,586) | | (4,846) | | (6,740) |
Income from continuing operations | | 53,245 | | 34,373 | | 18,872 | | 34,373 | | 50,408 | | (16,035) |
| | | | | | | | | | | | |
Discontinued Operations | | | | | | | | | | | | |
(Loss) income from discontinued operations, net of tax | | (11,795) | | (13,080) | | 1,285 | | (13,080) | | 8,830 | | (21,910) |
| | | | | | | | | | | | |
Net Income | | 41,450 | | 21,293 | | 20,157 | | 21,293 | | 59,238 | | (37,945) |
Less: Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to advisor of $15,389, $6,157, and $0, respectively) | | (25,576) | | (9,891) | | (15,685) | | (9,891) | | (4,905) | | (4,986) |
Net loss (income) attributable to redeemable noncontrolling interests | | 2,192 | | (1,902) | | 4,094 | | (1,902) | | (22,326) | | 20,424 |
Net Income Attributable to CPA®:16 – Global Stockholders | | $ | 18,066 | | $ | 9,500 | | $ | 8,566 | | $ | 9,500 | | $ | 32,007 | | $ | (22,507) |
CPA®:16 – Global 2012 10-K — 28
The following table presents other operating data that management finds useful in evaluating results of operations:
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Occupancy rate - end of year (a) | | 96.9% | | 97.5% | | 98.9% |
Number of properties - end of year (a) | | 500 | | 512 | | 384 |
Acquisition volume (in thousands) (b) | | $ | - | | $ | 4,994 | | $ | - |
Financing obtained (in thousands) (c) | | $ | 75,575 | | $ | 426,275 | | $ | 36,947 |
Average U.S. dollar/euro exchange rate (d) | | $ | 1.2861 | | $ | 1.3926 | | $ | 1.3279 |
U.S. Consumer Price Index (CPI) (e) | | 229.6 | | 225.7 | | 219.2 |
____________
(a) These amounts reflected properties in which we had a full or partial ownership interest.
(b) Amount for the year ended December 31, 2011 did not include properties acquired as a result of the Merger (Note 3).
(c) Amount for the year ended December 31, 2011 included $350.0 million related to our line of credit obtained in May 2011.
(d) The average conversion rate for the U.S. dollar in relation to the euro decreased during the year ended December 31, 2012 as compared to 2011 and increased during the year ended December 31, 2011 as compared to 2010, resulting in a negative impact on earnings in 2012 and a positive impact on earnings in 2011 for our euro-denominated investments.
(e) Most of our domestic lease agreements include contractual increases indexed to the change in the U.S. CPI.
The following table presents the components of our lease revenues (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Rental income | | $ | 244,487 | | $ | 234,132 | | $ | 147,770 |
Interest income from direct financing leases | | 39,853 | | 36,726 | | 26,913 |
| | $ | 284,340 | | $ | 270,858 | | $ | 174,683 |
CPA®:16 – Global 2012 10-K — 29
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 consolidated real estate investments (in thousands):
| | Years Ended December 31, |
Lessee | | 2012 | | 2011 | | 2010 |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) (a) (b) | | $ | 34,518 | | $ | 36,663 | | $ | 34,408 |
Carrefour France, SAS (a) (c) | | 15,536 | | 26,560 | | - |
Dick’s Sporting Goods, Inc. (b) (d) | | 10,710 | | 8,032 | | 3,141 |
Telcordia Technologies, Inc. | | 10,335 | | 10,108 | | 9,799 |
SoHo House/SHG Acquisition (UK) Limited (e) | | 7,856 | | 8,933 | | 887 |
Nordic Atlanta Cold Storage, LLC | | 7,454 | | 6,923 | | 6,923 |
Tesco plc (a) (b) | | 7,249 | | 7,720 | | 7,337 |
Berry Plastics Corporation (b) | | 6,982 | | 6,649 | | 6,666 |
LFD Manufacturing Ltd., IDS Logistics (Thailand) Ltd. and IDS Manufacturing SDN BHD (a) (f) | | 5,375 | | 5,332 | | 4,342 |
The Talaria Company (Hinckley) (b) (g) | | 5,025 | | 6,175 | | 5,506 |
Fraikin SAS (a) | | 4,972 | | 5,178 | | 4,906 |
MetoKote Corp., MetoKote Canada Limited and MetoKote de Mexico (a) | | 4,895 | | 5,130 | | 4,853 |
Perkin Elmer, Inc. (h) | | 4,347 | | 2,962 | | - |
Best Brands Corp. | | 4,191 | | 4,089 | | 4,027 |
Ply Gem Industries, Inc. (a) | | 4,159 | | 3,968 | | 3,947 |
Huntsman International, LLC | | 4,034 | | 4,027 | | 4,027 |
Caremark Rx, Inc. (h) | | 3,954 | | 2,647 | | - |
Bob’s Discount Furniture, LLC | | 3,761 | | 3,684 | | 3,629 |
Universal Technical Institute of California, Inc. | | 3,756 | | 3,661 | | 3,506 |
Kings Super Markets Inc. | | 3,620 | | 3,611 | | 3,544 |
TRW Vehicle Safety Systems Inc. | | 3,568 | | 3,568 | | 3,568 |
Performance Fibers GmbH (a) | | 3,301 | | 3,418 | | 3,204 |
Finisar Corporation | | 3,287 | | 3,287 | | 3,287 |
Other (a) (b) (i) | | 121,455 | | 98,533 | | 53,176 |
| | $ | 284,340 | | $ | 270,858 | | $ | 174,683 |
____________
(a) Amounts are subject to fluctuations in foreign currency exchange rates. The average conversion rate for the U.S. dollar in relation to the euro decreased by approximately 7.6% during the year ended December 31, 2012 in comparison to 2011 and increased by approximately 4.9% during the year ended December 31, 2011 in comparison to 2010, resulting in a negative impact on lease revenues in 2012 and a positive impact on lease revenues in 2011 for our euro-denominated investments.
(b) These revenues are generated in consolidated investments, generally with our affiliates, and on a combined basis, include revenues applicable to noncontrolling interests totaling $37.5 million, $39.1 million, and $42.0 million for the years ended December 31, 2012, 2011, and 2010, respectively.
(c) This decrease was primarily due to the tenant vacating one of the buildings it formerly leased in September 2011. We acquired a portion of this investment in January 2011 with the remaining interest acquired in connection with the Merger.
(d) In the Merger, we acquired several additional properties leased to this tenant, which contributed additional lease revenue of $2.7 million and $4.9 million for the years ended December 31, 2012 and 2011, respectively.
(e) This change was primarily due to a lease restructuring in the first quarter of 2011. Additionally, the related build-to-suit project was completed in September 2010.
(f) The increase for the year ended December 31, 2011 was due to a CPI-based rent increase, as well as the completion of an expansion in October 2011.
(g) This decrease was primarily due to an adjustment made in the fourth quarter of 2011 related to amendments and adjustments to direct financing leases.
(h) This investment was acquired in the Merger.
(i) This increase was primarily due to the impact of properties acquired in the Merger.
CPA®:16 – Global 2012 10-K — 30
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 investments from both continuing and discontinued operations. Amounts provided are the total amounts attributable to the investments and do not represent our proportionate share (dollars in thousands):
| | Ownership Interest | | Years Ended December 31, |
Lessee | | at December 31, 2012 | | 2012 | | 2011 | | 2010 |
U-Haul Moving Partners, Inc. and Mercury Partners, L.P. | | 31% | | $ | 32,428 | | $ | 32,486 | | $ | 32,486 |
The New York Times Company | | 27% | | 27,588 | | 27,797 | | 26,768 |
OBI A.G. (a) | | 25% | | 16,016 | | 17,141 | | 16,006 |
True Value Company (b) | | 50% | | 14,074 | | 14,450 | | - |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (a) (c) | | 25% | | 14,001 | | 15,875 | | 14,272 |
Advanced Micro Devices, Inc. (b) | | 67% | | 11,944 | | 11,944 | | - |
Pohjola Non-life Insurance Company (a) | | 40% | | 8,537 | | 9,300 | | 8,797 |
TietoEnator Plc (a) | | 40% | | 8,116 | | 8,771 | | 8,223 |
Police Prefecture, French Government (a) | | 50% | | 7,246 | | 8,218 | | 8,029 |
Schuler A.G. (a) | | 33% | | 6,288 | | 6,555 | | 6,208 |
Frontier Spinning Mills, Inc. | | 40% | | 4,596 | | 4,504 | | 4,464 |
Actebis Peacock GmbH (a) | | 30% | | 3,990 | | 4,228 | | 3,968 |
Del Monte Corporation (b) | | 50% | | 3,527 | | 3,527 | | - |
Consolidated Systems, Inc. | | 40% | | 1,847 | | 1,933 | | 1,831 |
Actuant Corporation (a) | | 50% | | 1,731 | | 1,816 | | 1,745 |
Thomson Broadcast, Veolia Transport, and Marchal Levage (formerly Thales S.A.) (a) (d) | | 35% | | 1,331 | | 4,243 | | 4,165 |
Town Sports International Holdings, Inc. (formerly LifeTime Fitness, Inc.) (b) (e) | | 56% | | 1,177 | | 13,548 | | - |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G.) (a) (f) | | 33% | | 1,138 | | 1,542 | | 1,347 |
Best Buy Co., Inc. (b) (g) | | 0% | | - | | 2,251 | | - |
| | | | $ | 165,575 | | $ | 190,129 | | $ | 138,309 |
___________
(a) Amounts are subject to fluctuations in foreign currency exchange rates. The average conversion rate for the U.S. dollar in relation to the euro decreased by approximately 7.6% during the year ended December 31, 2012 in comparison to 2011 and increased by approximately 4.9% during the year ended December 31, 2011 in comparison to 2010, resulting in a negative impact on lease revenues in 2012 and a positive impact on lease revenues in 2011 for our euro-denominated investments.
(b) This entity was acquired in the Merger.
(c) This decrease was primarily due to an adjustment made in the fourth quarter of 2011 related to amendments and adjustments to direct financing leases.
(d) In December 2011, Thales S.A. vacated the building at the end of its lease term and the entity entered into leases with three new tenants at a significantly reduced rent.
(e) In September 2011, the entity sold the properties leased to LifeTime Fitness, Inc. The entity continues to lease properties to Town Sports International Holdings, Inc.
(f) The entity sold one property leased to Barth Europa Transporte e.K in February 2012.
(g) In September 2011, the entity sold its properties and distributed the proceeds to its partners.
Lease Revenues
As of December 31, 2012, approximately 75% of our net leases, based on annualized contractual minimum base rent, provide for adjustments based on formulas indexed to changes in the CPI, or other similar indices for the jurisdiction in which the property is located, some of which have caps and/or floors. In addition, approximately 22% of our net leases on that same basis have fixed rent adjustments. We own international investments and, therefore, lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies, primarily the euro.
CPA®:16 – Global 2012 10-K — 31
During the year ended December 31, 2012, we signed 12 leases, totaling approximately 1.5 million square feet of leased space. Of these leases, two were with new tenants and 10 were renewals or short-term extensions with existing tenants. The average new rent for these leases was $4.49 per square foot and the average former rent was $5.81 per square foot. None of the tenants had tenant improvement allowances or concessions.
During the year ended December 31, 2011, we signed seven leases with new tenants, totaling approximately 0.6 million square feet of leased space. The average rent for these leases was $4.27 per square foot. None of the tenants had tenant improvement allowances or concessions.
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, lease revenues increased by $13.5 million, primarily due to an increase of $24.7 million as a result of properties acquired in the Merger and scheduled rent increases of $2.4 million, partially offset by the unfavorable impact of foreign currency fluctuations of $7.4 million and the effects of lease restructurings, rejections, and expirations totaling $6.1 million.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, lease revenues increased by $96.2 million, primarily due to an increase of $81.1 million as a result of properties acquired in the Merger and the acquisition of shares in a subsidiary of CPA®:14 that owns ten properties in France (the “Carrefour Properties”) in January 2011 (Note 5). SoHo House, a build-to-suit property which was placed into service in September 2010, contributed revenue of $8.9 million for 2011.
Other Operating Income
Other operating income generally consists of costs reimbursable by tenants and non-rent related revenues, including, but not limited to, settlements of claims against former lessees. We receive settlements in the ordinary course of business; however, the timing and amount of such settlements cannot always be estimated. Reimbursable tenant costs are recorded as both income and property expense, and, therefore, have no impact on net income.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, other operating income increased by $5.3 million, primarily due to an increase in reimbursable tenant costs of $4.5 million, of which $3.3 million was a result of the Merger. Additionally, during the fourth quarter of 2011, we settled an outstanding lawsuit with a former tenant of CPA®:14 and received $1.1 million.
Interest Income on Notes Receivable
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, interest income on notes receivable decreased by $0.9 million, primarily due to a decrease in interest income received from the note receivable related to our SoHo House investment of $0.7 million. We received full repayment of the note in January 2012.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, interest income on notes receivable decreased by $21.5 million, primarily 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 (Note 6).
General and Administrative
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, general and administrative expense decreased by $11.3 million. The decrease was comprised of Merger-related costs of $13.5 million not recurring in the current year period, partially offset by an increase in management expenses of $2.0 million. Management expenses include our reimbursements to the advisor for the allocated costs of personnel and overhead in providing management of our day-to-day operations and increased primarily due to the Merger and an amendment to the advisory agreement in 2012 related to the basis of allocating advisor personnel expenses amongst the Managed REITs from individual time records to reported revenues (Note 4).
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, general and administrative expense increased by $17.4 million. Merger-related costs represented $11.8 million of this increase, while professional fees and management expenses each represented an increase of $2.1 million. Professional fees include legal, accounting, and investor-related expenses incurred in the normal course of business. Professional fees increased primarily due to Merger-related activity.
CPA®:16 – Global 2012 10-K — 32
Depreciation and Amortization
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, depreciation and amortization increased by $13.3 million, primarily as a result of properties acquired in the Merger, which contributed $10.7 million to the increase. In addition, as a result of the termination of a lease with a tenant in May 2012, we wrote off $2.9 million of lease intangibles.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, depreciation and amortization increased by $37.7 million, primarily as a result of properties acquired in the Merger, which contributed $23.8 million to the increase, and the Carrefour Properties, which contributed $11.5 million to the increase.
Property Expenses
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, property expenses increased by $1.2 million. The increase was primarily due to an increase in asset management fees of $1.6 million as a result of the Merger, which increased the asset base from which the advisor earns a fee, as well as increases in professional fees of $1.6 million, real estate taxes of $1.3 million, and uncollected rent expense of $0.3 million. These increases were partially offset by a decrease in performance fees of $3.9 million as a result of the changes to our advisory agreement in connection with the UPREIT Reorganization. Subsequent to the UPREIT Reorganization, we no longer pay the advisor performance fees. Instead, we pay distributions to the Special General Partner (Note 4).
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, property expenses increased by $5.8 million. Asset management fees increased by $5.2 million as a result of the Merger. Reimbursable tenant costs, primarily related to the Merger, increased by $5.1 million. Reimbursable tenant costs are recorded as both revenue and expenses and therefore have no impact on our results of operations. Additionally, primarily as a result of the Merger, uncollected rent expense, real estate taxes, and professional fees increased by $0.9 million, $0.7 million, and $0.5 million, respectively. These increases were partially offset by a decrease in performance fees of $7.8 million as a result of the changes to the advisory agreement in connection with the UPREIT Reorganization (Note 4).
Issuance of Special Member Interest
During the year ended December 31, 2011, we incurred a non-cash charge of $34.3 million related to the issuance of the Special Member Interest to a subsidiary of WPC in consideration of the amendment of the advisory agreement as a result of the UPREIT Reorganization (Note 4).
Impairment Charges
Our impairment charges are more fully described in Note 13. Impairment charges related to our continuing real estate operations were as follows (in thousands):
| | Years Ended December 31, | | |
Lessee | | 2012 | | 2011 | | 2010 | | Triggering Event |
Cheese Works, Ltd. | | $ | 4,355 | | $ | - | | $ | - | | Tenant liquidation |
Waddington North America, Inc. | | 2,120 | | - | | - | | Decline in market conditions |
Childtime Childcare, Inc. | | 1,151 | | - | | - | | Anticipated sale |
Carrefour France, SAS | | - | | 7,515 | | - | | Property vacant with deteriorating market |
The Talaria Company (Hinckley) | | - | | - | | 8,238 | | Anticipated sale which was ultimately not consummated |
Various lessees | | 1,486 | | 2,317 | | 1,356 | | Declines in guaranteed residual values, an anticipated sale, and a decline in market conditions |
Impairment charges included in expenses | | $ | 9,112 | | $ | 9,832 | | $ | 9,594 | | |
See Income from Equity Investments in Real Estate and Discontinued Operations below for additional impairment charges incurred.
CPA®:16 – Global 2012 10-K — 33
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 significant influence.
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, income from equity investments in real estate decreased by $4.3 million. This decrease was primarily attributable to the impact of other-than-temporary impairment charges totaling $6.9 million incurred on two jointly-owned investments, which were recorded as a result of a valuation conducted in connection with the WPC/CPA®:15 Merger (Note 13). This decrease was partially offset by the impact of equity investments acquired in the Merger, which contributed an additional $1.9 million for the year ended December 31, 2012 as compared to 2011, as well as our share of lease termination income received from the Thales S.A. investment in February 2012 of $1.7 million.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, income from equity investments in real estate increased by $4.5 million. This increase was comprised of the impact of equity investments acquired in the Merger, which contributed $1.7 million, as well as our share of a gain recognized on a jointly-owned investment’s buyback, at a discount, of a non-recourse mortgage loan that encumbered the property, which contributed $1.2 million. Other-than-temporary impairment charges totaling $1.0 million incurred on two jointly-owned investments during 2010 also accounted for the increase in 2011.
Gain on Extinguishment of Debt
2012 — During the year ended December 31, 2012, we recognized a net gain on the extinguishment of debt of $5.5 million, comprised primarily of a gain of $5.8 million resulting from the modification and partial extinguishment of the non-recourse mortgage loan related to our Hellweg 2 investment.
2011 — During the year ended December 31, 2011, we recognized a net gain on the extinguishment of debt of $3.6 million, comprised primarily of a gain of $6.0 million in connection with the repurchase of a loan, partially offset by a loss of $2.5 million resulting from the defeasance of eight loans in connection with obtaining our line of credit (Note 11).
Bargain Purchase Gain on Acquisition
In May 2011, we recognized a bargain purchase gain of $17.0 million in the Merger because the fair values of CPA®:14’s net assets increased more than the fair values of our net assets during the period between the date of the Merger Agreement on December 13, 2010 and the closing of the Merger on May 2, 2011. In addition, during the third and fourth quarters of 2011, we identified certain measurement period adjustments primarily related to properties acquired in the Merger that were leased to PETsMART, Inc. (“PETsMART”), which impacted the provisional acquisition accounting, and resulted in an increase of $11.7 million to the preliminary bargain purchase gain. Furthermore, during the third quarter of 2012, we identified a receivable that we acquired as part of the Merger in the second quarter of 2011 but was not recorded at that time. The receivable, if recorded during the second quarter of 2011, would have resulted in an increase to the bargain purchase gain from the Merger in that quarter of $1.6 million. This change was recorded as an out-of-period adjustment in the statements of operations in the third quarter of 2012 (Note 2).
Interest Expense
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, interest expense decreased by $2.2 million, primarily due to the impact of fluctuations in foreign currency exchange rates.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, interest expense increased by $30.5 million. Mortgage financing assumed in the Merger and in the acquisition of the Carrefour Properties in January 2011 comprised $19.7 million of the increase, while amounts borrowed under our line of credit contributed $6.1 million. Additionally, capitalized interest expense decreased by $2.8 million for the year ended December 31, 2011 as compared to 2010 as a result of SoHo House being placed into service in September 2010.
Provision for Income Taxes
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, provision for income taxes decreased by $0.7 million, primarily due to a net decrease in foreign tax estimates and expenses of $1.0 million.
CPA®:16 – Global 2012 10-K — 34
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, provision for income taxes increased by $6.7 million, primarily due to the Merger, which accounted for incremental tax expense of $3.1 million. Additionally, we recognized an increase in foreign tax expense related to our Hellweg 2 investment totaling $2.6 million.
Discontinued Operations
2012 — During the year ended December 31, 2012, we recognized a loss from discontinued operations of $11.8 million, primarily due to impairment charges recognized totaling $6.9 million and the net loss on sale of real estate totaling $4.1 million from the disposal of 11 properties.
2011 — During the year ended December 31, 2011, we recognized a loss from discontinued operations of $13.1 million, primarily due to impairment charges totaling $13.8 million, of which $12.4 million was recognized on the property formerly leased to International Aluminum Corp. These charges were partially offset by the recognition of a $1.2 million gain on the deconsolidation of the subsidiary that leased property to that entity.
2010 — During the year ended December 31, 2010, we recognized income from discontinued operations of $8.8 million, primarily due to the recognition of a $7.1 million gain on the deconsolidation of the subsidiary that formerly leased property to Goertz & Schiele Corp. during the first quarter of 2010.
Net Income Attributable to Noncontrolling Interests
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, net income attributable to noncontrolling interests increased by $15.7 million, primarily due to an increase in the Available Cash Distribution paid to the Special General Partner of $9.2 million as a result of our payment of the Available Cash Distribution during four quarters of 2012 compared to two quarters during 2011, after the UPREIT Reorganization. Additionally, our affiliates’ share of the gain on extinguishment of debt related to the modification and partial extinguishment of the non-recourse mortgage loan related to our Hellweg 2 investment in May 2012 was $4.2 million (Note 11).
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, net income attributable to noncontrolling interests increased by $5.0 million, primarily due to the Available Cash Distribution paid to the Special General Partner of $6.2 million, which commenced after the UPREIT Reorganization.
Net Loss (Income) Attributable to Redeemable Noncontrolling Interests
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, net income attributable to redeemable noncontrolling interests decreased by $4.1 million, primarily due to adjustments made during 2012 related to the misapplication of guidance in accounting for and clerical errors related to the Hellweg 2 investment (Note 2).
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, net income attributable to redeemable noncontrolling interests decreased by $20.4 million, primarily due to the November 2010 exercise of the put option in connection with the Hellweg 2 transaction in which we acquired an additional 70% interest in the limited partnership (Note 6).
Net Income Attributable to CPA®:16 – Global Stockholders
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, the resulting net income attributable to CPA®:16 – Global stockholders increased by $8.6 million.
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, the resulting net income attributable to CPA®:16 – Global stockholders decreased by $22.5 million.
Modified Funds from Operations
MFFO is a non-GAAP measure we use to evaluate our business. For a definition of MFFO and a reconciliation to net income attributable to CPA®:16 – Global stockholders, see Supplemental Financial Measures below.
2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, MFFO increased by $33.0 million, primarily due to the positive impact of properties acquired in the Merger.
CPA®:16 – Global 2012 10-K — 35
2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, MFFO increased by $58.9 million, primarily due to the positive impact of properties acquired in the Merger.
Financial Condition
Sources and Uses of Cash During the Year
We use the cash flow generated from our investments to meet our operating expenses, service debt, and fund distributions to stockholders. 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 the receipt of proceeds from and the repayment of non-recourse mortgage loans and receipt of lease revenues, the advisor’s annual election to receive fees in 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, payment of Available Cash Distributions, and changes in foreign currency exchange rates. Despite these fluctuations, 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, unused capacity on our line of credit, 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 year are described below.
Operating Activities
Our cash flow from operating activities during 2012 increased by $34.0 million compared to 2011, reflecting the positive impact from cash flows generated from properties acquired in the Merger. During 2012, we used cash flows from operating activities of $190.9 million primarily to fund net cash distributions to stockholders of $99.7 million, which excluded $34.9 million in distributions that were reinvested by stockholders through our distribution reinvestment and share purchase plan, and to pay distributions of $31.1 million to affiliates that hold noncontrolling interests in various entities with us. For 2012, the advisor elected to receive 50% of its asset management fees in shares of our common stock and as a result, we paid asset management fees of $11.8 million through the issuance of 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. We received $24.4 million in proceeds from the repayment in full of two loans related to building construction for an investment and approximately $13.0 million related to the return of our interest in a commercial mortgage loan securitization known as the Carey Commercial Mortgage Trust (“CCMT”) as a result of the repayment of principal on certain mortgages included in the trust. We also received $25.1 million in connection with the sale of 11 properties (Note 17) and $14.5 million in distributions from equity investments in real estate in excess of equity in net income. We used $2.6 million primarily to fund construction costs for an expansion project. Funds totaling $16.6 million and $17.0 million were invested in and released from, respectively, lender-held investment accounts. In January 2012, we paid $1.6 million as our annual installment of deferred acquisition fees to the advisor.
Financing Activities
As noted above, during 2012, we paid distributions to stockholders and affiliates that hold noncontrolling interests in various entities with us. We drew down $35.0 million from our line of credit. We also repaid $119.0 million on our line of credit, prepaid several non-recourse mortgages totaling $62.4 million, and made scheduled mortgage principal installments totaling $86.0 million. We received proceeds of $67.6 million from new financing obtained on seven properties and from refinancing the mortgages on three properties, $34.9 million as a result of issuing shares through our distribution reinvestment and share purchase plan, and $20.8 million in contributions from noncontrolling interests. We also paid $3.6 million in deferred financing costs, primarily related to our line of credit. Funds totaling $2.7 million were released from lender-held escrow accounts for mortgage-related payments.
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 stockholders seeking liquidity. During 2012, we received requests to redeem 3,062,497 shares of our common stock pursuant to our redemption plan and we redeemed these shares at an average price per share of $8.60, totaling $26.3 million.
CPA®:16 – Global 2012 10-K — 36
Summary of Financing
The table below summarizes our non-recourse long-term debt and credit facility (dollars in thousands):
| | December 31, |
| | 2012 | | 2011 |
Balance | | | | |
Fixed rate | | $ | 1,481,089 | | $ | 1,573,772 |
Variable rate (a) | | 306,091 | | 369,007 |
Total | | $ | 1,787,180 | | $ | 1,942,779 |
| | | | |
Percent of Total Debt | | | | |
Fixed rate | | 83% | | 81% |
Variable rate (a) | | 17% | | 19% |
| | 100% | | 100% |
Weighted-Average Interest Rate at End of Year | | | | |
Fixed rate | | 5.8% | | 5.9% |
Variable rate (a) | | 3.1% | | 4.5% |
__________
(a) Variable-rate debt at December 31, 2012 included (i) $143.0 million outstanding under our line of credit; (ii) $67.1 million that has been effectively converted to a fixed rate through interest rate swap derivative instruments; (iii) $71.4 million that was subject to an interest rate cap, but for which the applicable interest rate was below the effective interest rate of the cap at December 31, 2012; (iv) $12.5 million in non-recourse mortgage loan obligations that bore interest at floating rates; and (v) $12.1 million in non-recourse mortgage loan obligations that bore interest at fixed rates but 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 terms. At December 31, 2012, we had no interest rate resets or expirations of interest rate swaps or caps scheduled to occur during the next 12 months.
Cash Resources
At December 31, 2012, our cash resources consisted of cash and cash equivalents totaling $66.4 million. Of this amount, $38.8 million, at then-current exchange rates, was held by foreign subsidiaries, 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 $67.3 million, as well as unleveraged properties that had an aggregate carrying value of $127.8 million at December 31, 2012, 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.
Line of Credit
On May 2, 2011, we entered into the Credit Agreement with several banks, including Bank of America, N.A., which acts as the administrative agent, primarily to fund, in part, the cash portion of the Merger consideration. CPA 16 Merger Sub, our subsidiary, is the borrower, and we and the Operating Partnership are guarantors. We incurred costs of $4.5 million during 2011 to procure the facility, which are being amortized over the term of the Credit Agreement. On August 1, 2012, we amended the Credit Agreement to reduce the amount available under the secured revolving credit facility from $320.0 million to $225.0 million, to reduce our annual interest rate from LIBOR plus 3.25% to LIBOR plus 2.50%, and to decrease the number of properties in our borrowing base pool. The Credit Agreement is scheduled to mature on August 1, 2015, with an option by CPA 16 Merger Sub to extend the maturity date for an additional 12 months subject to the conditions provided in the Credit Agreement. We incurred costs of $1.1 million during 2012 to amend the facility, which are being amortized over the term of the Credit Agreement. The revolving credit facility can be used to repay certain property level indebtedness and for general corporate purposes.
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 December 31, 2012, availability under the line was $210.3 million, of which we had drawn $143.0 million.
CPA®:16 – Global 2012 10-K — 37
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 distributions, enter into certain transactions with affiliates, and change the nature of our business or fiscal year. In addition, the Credit Agreement contains customary events of default and certain financial covenants (Note 11). We were in compliance with these covenants at December 31, 2012.
Cash Requirements
During the next 12 months, we expect that our cash payments will include paying distributions to our stockholders and to our affiliates that hold noncontrolling interests in our subsidiaries, making scheduled mortgage loan principal payments, as well as other normal recurring operating expenses. No balloon payments on our mortgage loan obligations are due during the next 12 months. In addition, our share of balloon payments due during the next 12 months on our unconsolidated jointly-owned investments totals $39.8 million. We are actively seeking to refinance certain of these loans, although there can be no assurance that we will be able to do so on favorable terms, if at all.
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 Credit Agreement.
Off-Balance Sheet Arrangements and Contractual Obligations
The table below summarizes our debt, off-balance sheet arrangements and other contractual obligations at December 31, 2012 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) (b) | | $ | 1,792,092 | | $ | 44,457 | | $ | 404,474 | | $ | 882,859 | | $ | 460,302 |
Deferred acquisition fees — Principal | | 1,757 | | 546 | | 812 | | 393 | | 6 |
Interest on borrowings and deferred acquisition fees (c) | | 476,212 | | 95,520 | | 175,772 | | 113,983 | | 90,937 |
Subordinated disposition fees (d) | | 1,197 | | - | | 1,197 | | - | | - |
Operating and other lease commitments (e) | | 52,635 | | 2,195 | | 4,357 | | 2,992 | | 43,091 |
| | $ | 2,323,893 | | $ | 142,718 | | $ | 586,612 | | $ | 1,000,227 | | $ | 594,336 |
____________
(a) Excludes $6.3 million of fair market value adjustments in connection with the Merger, partially offset by $1.4 million of unamortized discount on a non-recourse mortgage loan that we repurchased from the lender, which was included in Non-recourse debt at December 31, 2012.
(b) Includes $143.0 million outstanding under our $225.0 million Credit Agreement, which is scheduled to mature on August 1, 2015.
(c) Interest on an unhedged variable-rate debt obligation was calculated using the variable interest rate and balance outstanding at December 31, 2012.
(d) 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.
(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 amounts attributable to noncontrolling interests of approximately $12.1 million.
Amounts in the table above related to our foreign operations are based on the exchange rate of the local currencies at December 31, 2012, which consisted primarily of the euro. At December 31, 2012, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.
CPA®:16 – Global 2012 10-K — 38
Equity Investments
We have investments in unconsolidated investments that own single-tenant properties net leased to corporations. Generally, the underlying investments are jointly-owned with our affiliates. Summarized financial information for these investments and our ownership interest in them at December 31, 2012 is presented below. Summarized financial information provided represents the total amounts recorded by the investees and does not represent our proportionate share (dollars in thousands):
| | Ownership Interest | | | | Total Third- | | |
Lessee | | at December 31, 2012 | | Total Assets | | Party Debt | | Maturity Date |
True Value Company | | 50% | | $ | 160,151 | | $ | 64,836 | | 1/2013 & 2/2013 |
Thomson Broadcast, Veolia Transport, and Marchal Levage (formerly Thales S.A.) (a) | | 35% | | 27,646 | | 20,378 | | 7/2013 |
U-Haul Moving Partners, Inc. and Mercury Partners, L.P. | | 31% | | 471,496 | | 154,657 | | 5/2014 |
Actuant Corporation (a) | | 50% | | 19,337 | | 10,573 | | 5/2014 |
TietoEnator Plc (a) | | 40% | | 71,155 | | 58,910 | | 7/2014 |
The New York Times Company (b) | | 27% | | 248,316 | | 119,185 | | 9/2014 |
Pohjola Non-life Insurance Company (a) | | 40% | | 58,749 | | 58,917 | | 1/2015 |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (a) | | 25% | | 185,240 | | 87,981 | | 5/2015 |
Actebis Peacock GmbH (a) | | 30% | | 43,820 | | 27,835 | | 7/2015 |
Del Monte Corporation | | 50% | | 12,792 | | 10,896 | | 8/2016 |
Frontier Spinning Mills, Inc. | | 40% | | 38,201 | | 22,277 | | 8/2016 |
Consolidated Systems, Inc. | | 40% | | 16,292 | | 11,001 | | 11/2016 |
Town Sports International Holdings, Inc. (formerly LifeTime Fitness, Inc.) | | 56% | | 16,230 | | 7,655 | | 12/2016 |
OBI A.G. (a) | | 25% | | 181,421 | | 148,642 | | 3/2018 |
Advanced Micro Devices, Inc. | | 67% | | 79,882 | | 55,154 | | 1/2019 |
Police Prefecture, French Government (a) | | 50% | | 106,735 | | 73,391 | | 8/2020 |
Schuler A.G. (a) | | 33% | | 67,058 | | - | | N/A |
The Upper Deck Company | | 50% | | 21,693 | | - | | N/A |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G.) (a) | | 33% | | 14,081 | | - | | N/A |
Talaria Holdings, LLC | | 27% | | 67 | | - | | N/A |
| | | | $ | 1,840,362 | | $ | 932,288 | | |
__________
(a) Dollar amounts shown are based on the applicable exchange rate of the foreign currency at December 31, 2012.
(b) The related mortgage loan is limited-recourse to CPA®:17 – Global.
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, state, and foreign 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
CPA®:16 – Global 2012 10-K — 39
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.
Critical Accounting Estimates
Our significant accounting policies are described in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Those accounting policies that require significant estimation and/or judgment are listed below.
Purchase Price Allocation
In connection with our acquisition of properties, we allocate the purchase price to tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of tangible assets, consisting of land and buildings, as if vacant, and record intangible assets, including the above- and below-market value of leases and the value of in-place leases, at their relative estimated fair values.
Tangible Assets
We determine the value attributed to tangible assets and additional investments in equity interests by applying a discounted cash flow model that is intended to approximate both what a third party would pay to purchase the vacant property and rent at current estimated market rates at a selected capitalization rate. In applying the model, we assume that the disinterested party would sell the property at the end of an estimated market lease term. Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property type information. Assumptions and estimates include the following:
· a discount rate or internal rate of return;
· the marketing period necessary to put a lease in place;
· carrying costs during the marketing period;
· leasing commissions and tenant improvement allowances;
· market rents and growth factors of these rents; and
· a market lease term and a cap rate to be applied to an estimate of market rent at the end of the market lease term.
The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:
· the creditworthiness of the lessees;
· industry surveys;
· property type;
· property location and age;
· current lease rates relative to market lease rates; and
· anticipated lease duration.
In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value.
Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property growing at estimated market growth rates through the year of lease expiration.
The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets, industry standards, and our experience. Different estimates of remaining economic life will affect the depreciation expense that is recorded.
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Intangible Assets
We acquire properties subject to net leases and determine the value of above-market and below-market lease intangibles based on the difference between (i) the contractual rents to be paid pursuant to the leases negotiated and in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or a similar property, both of which are measured over a period equal to the estimated lease term, which includes any renewal options with rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. Estimates of market rent are generally determined by us relying in part upon a third-party appraisal obtained in connection with the property acquisition and can include estimates of market rent increase factors, which are generally provided in the appraisal or by local real estate brokers. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value of the tenant’s exercise price.
We evaluate the specific characteristics of each tenant’s lease in determining the value of in-place lease intangibles. To determine the value of in-place lease intangibles, we consider the following:
· estimated market rent;
· estimated lease term, including renewal options at rental rates below estimated market rental rates;
· estimated carrying costs of the property during a hypothetical expected lease-up period; and
· current market conditions and costs to execute similar leases.
Estimated carrying costs of the property include real estate taxes, insurance, other property operating costs, and estimates of lost rentals at market rates during the market participants’ expected lease-up periods, based on assessments of specific market conditions.
We determine these values using our estimates or by relying in part upon third-party appraisals conducted by independent appraisal firms.
Bargain Purchase Gain
In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess of the fair value of the assets and liabilities acquired over the consideration paid represents a bargain purchase gain recorded in the consolidated statement of income.
Impairments
We periodically assess whether there are any indicators that the value of our long-lived assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale, and equity investments in real estate. Estimates and judgments used when evaluating whether these assets are impaired are presented below.
Real Estate
For real estate assets that we intend to hold and use in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values and holding periods. We estimate market rents and residual values using market information from outside sources such as broker quotes or recent comparable sales. In cases where the available market information is not deemed appropriate, we perform a future net cash flow analysis discounted for inherent risk associated with each asset to determine an estimated fair value. As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis generally range from five to ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value. The property asset
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group’s estimated fair value is primarily determined using market information from outside sources such as broker quotes or recent comparable sales.
Assets Held for Sale
We classify real estate assets that are accounted for as operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. When we classify an asset as held for sale, we carry the investment at the lower of its current carrying value or as the expected sale price, less expected selling costs. We base the expected sale price on the contract and the expected selling costs on information provided by brokers and legal counsel. We then compare the asset’s expected sales price, less expected selling costs to its carrying value, and if the expected sales price, less expected selling costs is less than the property’s carrying value, we reduce the carrying value to the expected sales price, less expected selling costs. We will continue to review the initial impairment for subsequent changes in the expected sales price, and may recognize an additional impairment charge if warranted.
Direct Financing Leases
We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information and third-party estimates where available. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge and revise the accounting for the direct financing lease to reflect a portion of the future cash flow from the lessee as a return of principal rather than as revenue.
When we enter into a contract to sell the real estate assets that are recorded as direct financing leases, we evaluate whether we believe it is probable that the disposition will occur. If we determine that the disposition is probable and therefore the asset’s holding period is reduced, we record an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value.
Equity Investments in Real Estate
We evaluate our equity investments in real estate on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and to establish whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by multiplying the estimated fair value of the underlying investment’s net assets by our ownership interest percentage. For our unconsolidated jointly-owned investments in real estate, we calculate the estimated fair value of the underlying investment’s real estate or net investment in direct financing lease as described in Real Estate and Direct Financing Leases above. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities (excluding net investment in direct financing leases) have fair values that approximate their carrying values.
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 use 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 (“FFO”) and Modified Funds from Operations (“MFFO”)
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc., (“NAREIT”), an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to nor a substitute for net income or loss as determined under GAAP.
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We define FFO consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the White Paper. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, impairment charges on real estate and depreciation and amortization; and after adjustments for unconsolidated partnerships and jointly-owned investments. Adjustments for unconsolidated partnerships and jointly-owned investments are calculated to reflect FFO.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate-related depreciation and amortization as well as impairment charges of real estate-related assets, provides a more complete understanding of our performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. In particular, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions which can change over time. An asset will only be evaluated for impairment if certain impairment indications exist and if the carrying, or book value, exceeds the total estimated undiscounted future cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) from such asset. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO described above, investors are cautioned that, due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges. However, FFO and MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating the operating performance of the company. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) were put into effect in 2009. These other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT’s definition of FFO have prompted an increase in cash-settled expenses, such as acquisition fees, that are typically accounted for as operating expenses. Management believes these fees and expenses do not affect our overall long-term operating performance. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. As disclosed in the prospectus for our follow-on offering dated April 28, 2006 (the “Prospectus”), we intend to begin the process of achieving a liquidity event (i.e., listing of our common stock on a national exchange, a merger or sale of our assets or another similar transaction) within 8 to 12 years following the investment of substantially all of the proceeds from our initial public offering, which was terminated in March 2005. Thus, we do not intend to continuously purchase assets and intend to have a limited life. Due to the above factors and other unique features of publicly registered, non-listed REITs, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we believe to be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT having the characteristics described above. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis, an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is in place. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance
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now that our offering has been completed and essentially all of our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance since our offering and essentially all of our acquisitions are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. Investors are cautioned that MFFO should only be used to assess the sustainability of a company’s operating performance after a company’s offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on a company’s operating performance during the periods in which properties are acquired.
We define MFFO consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, as applicable, included in the determination of GAAP net income: acquisition fees and expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; nonrecurring impairments of real estate-related investments (i.e., infrequent or unusual, not reasonably likely to recur in the ordinary course of business); mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives, or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and jointly-owned investments, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses which are unrealized and may not ultimately be realized. While we are responsible for managing interest rate, hedge and foreign exchange risk, we retain an outside consultant to review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of our operations, we believe it is appropriate to exclude such infrequent gains and losses in calculating MFFO, as such gains and losses are not reflective of on-going operations.
In calculating MFFO, we exclude acquisition-related expenses, amortization of above- and below-market leases, fair value adjustments of derivative financial instruments, deferred rent receivables and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized as operating expenses in determining operating net income. These expenses are paid in cash by a company. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the company, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to such property. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments of derivatives and gains and losses from dispositions of assets as infrequent items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for assessing operating performance.
Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-listed REITs which have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence that the use of such measures is useful to investors. For example, acquisition costs were generally funded from the proceeds of our offering and other financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income or income from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund
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our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance.
Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.
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FFO and MFFO were as follows (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Net income attributable to CPA®:16 – Global stockholders | | $ | 18,066 | | $ | 9,500 | | $ | 32,007 |
Adjustments: | | | | | | |
Depreciation and amortization of real property | | 100,266 | | 88,207 | | 48,368 |
Impairment charges | | 16,058 | | 23,663 | | 9,808 |
Loss (gain) on sale of real estate | | 4,087 | | (472) | | 78 |
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: | | | | | | |
Depreciation and amortization of real property | | 16,144 | | 14,464 | | 8,563 |
Impairment charges | | 6,879 | | 3,834 | | 1,046 |
Loss (gain) on sale of real estate | | 91 | | (2,653) | | - |
Proportionate share of adjustments for noncontrolling interests to arrive at FFO | | (11,342) | | (15,590) | | (12,928) |
Total adjustments | | 132,183 | | 111,453 | | 54,935 |
FFO — as defined by NAREIT | | 150,249 | | 120,953 | | 86,942 |
Adjustments: | | | | | | |
Issuance of Special Member Interest | | - | | 34,300 | | - |
Bargain purchase gain on acquisition | | (1,617) | | (28,709) | | - |
Gain on deconsolidation of a subsidiary | | - | | (1,167) | | (7,082) |
Gain on extinguishment of debt | | (3,779) | | (3,135) | | (879) |
Other depreciation, amortization and non-cash charges | | (1,154) | | 2,800 | | 237 |
Straight-line and other rent adjustments (a) | | (1,514) | | (13,844) | | (260) |
Acquisition expenses (b) | | 443 | | 539 | | 222 |
Merger expenses (b) | | 100 | | 13,608 | | - |
Amortization of deferred financing costs | | 1,394 | | - | | - |
Above-market rent intangible lease amortization, net (c) | | 18,483 | | 14,369 | | 619 |
Amortization of premiums on debt investments, net | | 240 | | 544 | | 281 |
Realized gains on foreign currency, derivatives, and other (d) | | (1,104) | | (1,944) | | (991) |
Unrealized losses (gains) on mark-to-market adjustments (e) | | 493 | | (41) | | - |
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at MFFO: | | | | | | |
Other depreciation, amortization and other non-cash charges | | (107) | | 651 | | - |
Straight-line and other rent adjustments (a) | | (274) | | (1,930) | | (247) |
Loss (gain) on extinguishment of debt | | 84 | | (1,207) | | - |
Acquisition expenses (b) | | 200 | | 257 | | 256 |
Above (below)-market rent intangible lease amortization, net (c) | | 4,202 | | 1,948 | | 271 |
Realized (gains) losses on foreign currency, derivatives, and other (d) | | (3) | | (36) | | 57 |
Unrealized losses (gains) on mark-to-market adjustments (e) | | 818 | | (2) | | - |
Proportionate share of adjustments for noncontrolling interests to arrive at MFFO | | 4,028 | | 241 | | (112) |
Total adjustments | | 20,933 | | 17,242 | | (7,628) |
MFFO (a) (b) | | $ | 171,182 | | $ | 138,195 | | $ | 79,314 |
__________
(a) Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different from the underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), management believes that MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, provides insight on the
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contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.
(b) In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to stockholders, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property.
(c) Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.
(d) Management believes that adjusting for fair value adjustments for derivatives provides useful information because such fair value adjustments are based on market fluctuations and may not be directly related or attributable to our operations.
(e) Management believes that adjusting for mark-to-market adjustments is appropriate because they are items that may not be reflective of on-going operations and reflect unrealized impacts on value based only on then current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly and/or annual basis in accordance with GAAP.
Item 7A. 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 further market risk as a result of concentrations of tenants in certain industries and/or geographic regions. Adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio, and in its investment decisions the advisor attempts to diversify our portfolio so that we are not overexposed to a particular industry or geographic region.
Generally, we 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 derivative 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 fair value of our owned assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants.
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 investment 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 or limit the underlying interest rate from exceeding a specified strike rate, respectively. 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.
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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.
The net fair value of our interest rate swaps and cap, which are included in Accounts payable, accrued expenses, and other liabilities and Other assets, net, respectively, in the consolidated financial statements, was in a net liability position of $5.4 million at December 31, 2012. In addition, three unconsolidated investments in which we have interests ranging from 25% to 35% had interest rate swaps and an interest rate cap with a net estimated fair value liability of $16.7 million in the aggregate, representing the total amount attributable to the entities, not our proportionate share, at December 31, 2012 (Note 10).
At December 31, 2012, the majority (approximately 91%) 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 December 31, 2012 ranged from 4.4% to 7.8%. The annual effective interest rates on our variable-rate debt at December 31, 2012 ranged from 1.1% to 6.9%. The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2012 (in thousands):
| | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | Thereafter | | Total | | Fair value |
Fixed-rate debt | | $ | 36,533 | | $ | 94,146 | | $ | 138,215 | | $ | 237,518 | | $ | 574,733 | | $ | 404,473 | | $ | 1,485,618 | | $ | 1,492,022 |
Variable-rate debt | | $ | 7,924 | | $ | 8,423 | | $ | 163,690 | | $ | 9,146 | | $ | 61,463 | | $ | 55,828 | | $ | 306,474 | | $ | 307,662 |
The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps or has been subject to an interest rate cap is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at December 31, 2012 by an aggregate increase of $63.4 million or an aggregate decrease of $61.0 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 7 above, a portion of the debt classified as variable-rate debt in the table above bore interest at fixed rates at December 31, 2012 but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their terms.
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 in various foreign currencies, primarily 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 obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to the actual equity that we have invested and the equity portion of our cash flow. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar, and are adversely affected by a stronger U.S. dollar, relative to the foreign currency
For the year ended December 31, 2012, we recognized net realized foreign currency transaction losses and unrealized gains of $0.2 million and $0.8 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 enter into foreign currency forward contracts and collars to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. By entering into forward contracts, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. The total estimated net fair value of these instruments, which are included in Other assets, net and Accounts payable, accrued expenses, and other liabilities in the consolidated financial statements, was in a net liability position of $2.2 million at December 31, 2012.
During 2012, we entered into 20 foreign currency forward contracts to hedge against changes in the exchange rate of the euro versus the U.S. dollar. These forward contracts had a total notional amount of $83.7 million, based on the exchange rate of the euro to the
CPA®:16 – Global 2012 10-K — 48
U.S. dollar at December 31, 2012, with strike prices on the exchange rate of the euro to the U.S. dollar ranging from $1.28 to $1.35. The forward contracts have quarterly settlement dates between June 2013 and March 2018.
We have obtained mortgage financing in the local currency. To the extent that currency fluctuations increase or decrease rental revenues as translated to U.S. dollars, the change in debt service, as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and mitigate the risk from changes in foreign currency exchange rates.
Scheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases for our foreign real estate operations during each of the next five years and thereafter, are as follows (in thousands):
Lease Revenues (a) | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | Thereafter | | Total |
Euro (b) | | $ | 87,452 | | $ | 86,640 | | $ | 79,521 | | $ | 72,395 | | $ | 72,391 | | $ | 680,283 | | $ | 1,078,682 |
British pound sterling (c) | | 5,540 | | 5,611 | | 5,022 | | 4,769 | | 4,832 | | 63,386 | | 89,160 |
Other foreign currencies (d) | | 7,577 | | 7,582 | | 7,580 | | 7,583 | | 7,595 | | 44,150 | | 82,067 |
| | $ | 100,569 | | $ | 99,833 | | $ | 92,123 | | $ | 84,747 | | $ | 84,818 | | $ | 787,819 | | $ | 1,249,909 |
Scheduled debt service payments (principal and interest), for mortgage notes payable for our foreign operations during each of the next five years and thereafter, are as follows (in thousands):
Debt Service (a) (e) | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | Thereafter | | Total |
Euro (b) | | $ | 47,032 | | $ | 72,294 | | $ | 51,496 | | $ | 141,134 | | $ | 421,809 | | $ | 13,311 | | $ | 747,076 |
British pound sterling (c) | | 3,436 | | 16,510 | | 7,833 | | 1,487 | | 1,488 | | 23,126 | | 53,880 |
Other foreign currencies (d) | | 4,732 | | 12,977 | | 9,403 | | 3,425 | | 9,148 | | 16,483 | | 56,168 |
| | $ | 55,200 | | $ | 101,781 | | $ | 68,732 | | $ | 146,046 | | $ | 432,445 | | $ | 52,920 | | $ | 857,124 |
__________
(a) Amounts are based on the applicable exchange rates at December 31, 2012. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.
(b) We estimate that a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar would change projected property level cash flow at December 31, 2012 by $3.3 million.
(c) We estimate that a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar would change projected property level cash flow at December 31, 2012 by $0.4 million.
(d) Other foreign currencies consist of the Canadian dollar, the Malaysian ringgit, the Swedish krona, and the Thai baht.
(e) Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at December 31, 2012.
As a result of scheduled balloon payments on non-recourse mortgage loans, projected debt service obligations exceed projected lease revenues in 2014, 2016, and 2017. In 2014, 2016, and 2017, balloon payments totaling $46.5 million, $98.0 million, and $414.7 million, respectively, are due on several non-recourse mortgage loans. We currently anticipate that, by their respective due dates, we will have refinanced certain of these loans, but there can be no assurance that we will be able to do so on favorable terms, if at all. If that has not occurred, we would expect to use our cash resources, including unused capacity on our Credit Agreement, to make these payments, if necessary.
CPA®:16 – Global 2012 10-K — 49
Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.
CPA®:16 – Global 2012 10-K — 50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Corporate Property Associates 16 – Global Incorporated:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Corporate Property Associates 16 – Global Incorporated and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 26, 2013
CPA®:16 – Global 2012 10-K — 51
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| | December 31, | |
| | 2012 | | 2011 | |
Assets | | | | | |
Investments in real estate: | | | | | |
Real estate, at cost (inclusive of amounts attributable to consolidated variable interest entities (“VIEs”) of $528,858 and $419,462, respectively) | | $ | 2,243,470 | | $ | 2,265,576 | |
Operating real estate, at cost (inclusive of amounts attributable to consolidated VIEs of $29,219 and $29,219, respectively) | | 85,565 | | 85,087 | |
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $68,529 and $48,814, respectively) | | (258,655) | | (203,139) | |
Net investments in properties | | 2,070,380 | | 2,147,524 | |
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $48,363 and $48,577, respectively) | | 467,831 | | 467,136 | |
Equity investments in real estate | | 227,675 | | 244,303 | |
Assets held for sale | | - | | 3,077 | |
Net investments in real estate | | 2,765,886 | | 2,862,040 | |
Notes receivable (inclusive of amounts attributable to consolidated VIEs of $33,558 and $21,306, respectively) | | 43,394 | | 55,494 | |
Cash and cash equivalents (inclusive of amounts attributable to consolidated VIEs of $10,993 and $14,812, respectively) | | 66,405 | | 109,694 | |
Intangible assets, net (inclusive of amounts attributable to consolidated VIEs of $62,182 and $24,025, respectively) | | 443,092 | | 520,401 | |
Funds in escrow (inclusive of amounts attributable to consolidated VIEs of $3,268 and $6,937, respectively) | | 23,274 | | 23,037 | |
Other assets, net (inclusive of amounts attributable to consolidated VIEs of $5,225 and $3,410, respectively) | | 64,741 | | 74,268 | |
Total assets | | $ | 3,406,792 | | $ | 3,644,934 | |
| | | | | |
Liabilities and Equity | | | | | |
Liabilities: | | | | | |
Non-recourse debt (inclusive of amounts attributable to consolidated VIEs of $485,951 and $413,555, respectively) | | $ | 1,644,180 | | $ | 1,715,779 | |
Line of credit | | 143,000 | | 227,000 | |
Accounts payable, accrued expenses, and other liabilities (inclusive of amounts attributable to consolidated VIEs of $12,409 and $15,000, respectively) | | 40,931 | | 44,901 | |
Prepaid and deferred rental income and security deposits (inclusive of amounts attributable to consolidated VIEs of $25,402 and $10,462, respectively) | | 93,208 | | 91,498 | |
Due to affiliates | | 6,401 | | 9,756 | |
Distributions payable | | 33,965 | | 33,411 | |
Total liabilities | | 1,961,685 | | 2,122,345 | |
Redeemable noncontrolling interest | | 21,747 | | 21,306 | |
Commitments and contingencies (Note 12) | | | | | |
| | | | | |
Equity: | | | | | |
CPA®:16 – Global stockholders’ equity: | | | | | |
Common stock $0.001 par value, 400,000,000 shares authorized; 216,822,067 and 211,462,089 shares issued and outstanding, respectively | | 217 | | 211 | |
Additional paid-in capital | | 1,980,984 | | 1,934,291 | |
Distributions in excess of accumulated earnings | | (500,050) | | (382,913) | |
Accumulated other comprehensive loss | | (27,043) | | (27,530) | |
Less, treasury stock at cost, 14,204,793 and 11,202,404 shares, respectively | | (126,228) | | (100,002) | |
Total CPA®:16 – Global stockholders’ equity | | 1,327,880 | | 1,424,057 | |
Noncontrolling interests | | 95,480 | | 77,226 | |
Total equity | | 1,423,360 | | 1,501,283 | |
Total liabilities and equity | | $ | 3,406,792 | | $ | 3,644,934 | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 2012 10-K — 52
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
| | Years Ended December 31, | |
| | 2012 | | 2011 | | 2010 | |
Revenues | | | | | | | |
Rental income | | $ | 244,487 | | $ | 234,132 | | $ | 147,770 | |
Interest income from direct financing leases | | 39,853 | | 36,726 | | 26,913 | |
Other operating income | | 7,957 | | 8,394 | | 3,127 | |
Interest income on notes receivable | | 3,520 | | 4,463 | | 25,955 | |
Other real estate income | | 27,352 | | 25,950 | | 24,815 | |
| | 323,169 | | 309,665 | | 228,580 | |
Operating Expenses | | | | | | | |
General and administrative | | (16,433) | | (27,778) | | (10,420) | |
Depreciation and amortization | | (98,524) | | (85,175) | | (47,457) | |
Property expenses | | (36,243) | | (35,021) | | (29,230) | |
Other real estate expenses | | (20,330) | | (19,218) | | (18,697) | |
Issuance of Special Member Interest | | - | | (34,300) | | - | |
Impairment charges | | (9,112) | | (9,832) | | (9,594) | |
| | (180,642) | | (211,324) | | (115,398) | |
Other Income and Expenses | | | | | | | |
Income from equity investments in real estate | | 17,752 | | 22,071 | | 17,573 | |
Other income and (expenses) | | 978 | | (409) | | 356 | |
Gain on extinguishment of debt | | 5,486 | | 3,630 | | - | |
Bargain purchase gain on acquisition | | 1,617 | | 28,709 | | - | |
Interest expense | | (104,219) | | (106,383) | | (75,857) | |
| | (78,386) | | (52,382) | | (57,928) | |
Income from continuing operations before income taxes | | 64,141 | | 45,959 | | 55,254 | |
Provision for income taxes | | (10,896) | | (11,586) | | (4,846) | |
Income from continuing operations | | 53,245 | | 34,373 | | 50,408 | |
| | | | | | | |
Discontinued Operations | | | | | | | |
(Loss) income from operations of discontinued properties, net of tax | | (406) | | (2) | | 1,083 | |
(Loss) gain on sale of real estate | | (4,087) | | 81 | | - | |
(Loss) gain on extinguishment of debt | | (356) | | 672 | | 7,961 | |
Impairment charges | | (6,946) | | (13,831) | | (214) | |
(Loss) income from discontinued operations, net of tax | | (11,795) | | (13,080) | | 8,830 | |
| | | | | | | |
Net Income | | 41,450 | | 21,293 | | 59,238 | |
Less: Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to advisor of $15,389, $6,157, and $0, respectively) | | (25,576) | | (9,891) | | (4,905) | |
Net loss (income) attributable to redeemable noncontrolling interests | | 2,192 | | (1,902) | | (22,326) | |
Net Income Attributable to CPA®:16 – Global Stockholders | | $ | 18,066 | | $ | 9,500 | | $ | 32,007 | |
| | | | | | | |
Earnings Per Share | | | | | | | |
Income from continuing operations attributable to CPA®:16 – Global stockholders | | $ | 0.15 | | $ | 0.13 | | $ | 0.22 | |
(Loss) income from discontinued operations attributable to CPA®:16 – Global stockholders | | (0.06) | | (0.08) | | 0.04 | |
Net income attributable to CPA®:16 – Global stockholders | | $ | 0.09 | | $ | 0.05 | | $ | 0.26 | |
| | | | | | | |
Weighted Average Shares Outstanding | | 202,098,030 | | 175,435,064 | | 124,631,975 | |
| | | | | | | |
Amounts Attributable to CPA®:16 – Global Stockholders | | | | | | | |
Income from continuing operations, net of tax | | $ | 29,849 | | $ | 22,503 | | $ | 26,707 | |
(Loss) income from discontinued operations, net of tax | | (11,783) | | (13,003) | | 5,300 | |
Net income attributable to CPA®:16 – Global stockholders | | $ | 18,066 | | $ | 9,500 | | $ | 32,007 | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 2012 10-K — 53
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
| | Years Ended December 31, | |
| | 2012 | | 2011 | | 2010 | |
Net Income | | $ | 41,450 | | $ | 21,293 | | $ | 59,238 | |
Other Comprehensive Income (Loss) | | | | | | | |
Foreign currency translation adjustments | | 7,905 | | (18,873) | | (34,540) | |
Change in unrealized appreciation (depreciation) on marketable securities | | 43 | | (92) | | 29 | |
Change in unrealized loss on derivative instruments | | (5,851) | | (849) | | (1,316) | |
| | 2,097 | | (19,814) | | (35,827) | |
Comprehensive Income | | 43,547 | | 1,479 | | 23,411 | |
| | | | | | | |
Amounts Attributable to Noncontrolling Interests: | | | | | | | |
Net income | | (25,576) | | (9,891) | | (4,905) | |
Foreign currency translation adjustments | | (1,169) | | (5,266) | | 3,628 | |
Change in unrealized appreciation on marketable securities | | - | | (21) | | - | |
Change in unrealized loss on derivative instruments | | - | | - | | 13 | |
Comprehensive income attributable to noncontrolling interests | | (26,745) | | (15,178) | | (1,264) | |
| | | | | | | |
Amounts Attributable to Redeemable Noncontrolling Interests: | | | | | | | |
Net loss (income) | | 2,192 | | (1,902) | | (22,326) | |
Foreign currency translation adjustments | | (441) | | 499 | | 18,329 | |
Comprehensive loss (income) attributable to redeemable noncontrolling interests | | 1,751 | | (1,403) | | (3,997) | |
| | | | | | | |
Comprehensive Income (Loss) Attributable to CPA®:16 – Global Stockholders | | $ | 18,553 | | $ | (15,102) | | $ | 18,150 | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 2012 10-K — 54
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2012, 2011, and 2010
(in thousands, except share and per share amounts)
| | | | CPA®:16 – Global Stockholders | | | | | |
| | | | | | | | 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 | | Stockholders | | 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 | |
Distributions declared ($0.6624 per share) | | | | | | | | (82,493) | | | | | | (82,493) | | | | (82,493) | |
Contributions from noncontrolling interests | | | | | | | | | | | | | | - | | 417,458 | | 417,458 | |
Distributions to noncontrolling interests | | | | | | | | | | | | | | - | | (427,751) | | (427,751) | |
Net 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) | |
Change in unrealized gain on marketable 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 | | 3,746,731 | | 3 | | 31,327 | | | | | | | | 31,330 | | | | 31,330 | |
Shares issued to affiliates | | 15,641,539 | | 16 | | 137,752 | | | | | | | | 137,768 | | | | 137,768 | |
Shares issued to shareholders of CPA®:14 in the Merger | | 57,365,145 | | 57 | | 510,492 | | | | | | | | 510,549 | | | | 510,549 | |
Issuance of noncontrolling interest | | | | | | | | | | | | | | - | | 78,136 | | 78,136 | |
Purchase of noncontrolling interests through Merger | | | | | | 3,543 | | | | 5,532 | | | | 9,075 | | (54,964) | | (45,889) | |
Issuance of Special Member Interest | | | | | | 34,612 | | | | | | | | 34,612 | | 34,612 | | 69,224 | |
Change of ownership interest | | | | | | | | | | | | | | - | | (34,300) | | (34,300) | |
Distributions declared ($0.6642 per share) | | | | | | | | (116,465) | | | | | | (116,465) | | | | (116,465) | |
Contributions from noncontrolling interests | | | | | | | | | | | | | | - | | 2,271 | | 2,271 | |
Distributions to noncontrolling interests | | | | | | | | | | | | | | - | | (42,846) | | (42,846) | |
Net income | | | | | | | | 9,500 | | | | | | 9,500 | | 9,891 | | 19,391 | |
Other comprehensive loss: | | | | | | | | | | | | | | - | | | | - | |
Foreign currency translation adjustments | | | | | | | | | | (23,640) | | | | (23,640) | | 5,266 | | (18,374) | |
Change in unrealized loss on derivative instruments | | | | | | | | | | (849) | | | | (849) | | | | (849) | |
Change in unrealized gain on marketable securities | | | | | | | | | | (113) | | | | (113) | | 21 | | (92) | |
Repurchase of shares | | (2,250,087) | | | | | | | | | | (18,922) | | (18,922) | | | | (18,922) | |
Balance at December 31, 2011 | | 200,259,685 | | 211 | | 1,934,291 | | (382,913) | | (27,530) | | (100,002) | | 1,424,057 | | 77,226 | | 1,501,283 | |
Shares issued, net of offering costs | | 4,064,041 | | 5 | | 34,974 | | | | | | | | 34,979 | | | | 34,979 | |
Shares issued to affiliates | | 1,295,937 | | 1 | | 11,719 | | | | | | | | 11,720 | | | | 11,720 | |
Distributions declared ($0.6692 per share) | | | | | | | | (135,203) | | | | | | (135,203) | | | | (135,203) | |
Contributions from noncontrolling interests | | | | | | | | | | | | | | - | | 20,797 | | 20,797 | |
Distributions to noncontrolling interests | | | | | | | | | | | | | | - | | (29,288) | | (29,288) | |
Net income | | | | | | | | 18,066 | | | | | | 18,066 | | 25,576 | | 43,642 | |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | 6,295 | | | | 6,295 | | 1,169 | | 7,464 | |
Change in unrealized loss on derivative instruments | | | | | | | | | | (5,851) | | | | (5,851) | | | | (5,851) | |
Change in unrealized gain on marketable securities | | | | | | | | | | 43 | | | | 43 | | | | 43 | |
Repurchase of shares | | (3,002,389) | | | | | | | | | | (26,226) | | (26,226) | | | | (26,226) | |
Balance at December 31, 2012 | | 202,617,274 | | $ | 217 | | $ | 1,980,984 | | $ | (500,050) | | $ | (27,043) | | $ | (126,228) | | $ | 1,327,880 | | $ | 95,480 | | $ | 1,423,360 | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 2012 10-K — 55
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | Years Ended December 31, | |
| | 2012 | | 2011 | | 2010 | |
Cash Flows — Operating Activities | | | | | | | |
Net income | | $ | 41,450 | | $ | 21,293 | | $ | 59,238 | |
Adjustments to net income: | | | | | | | |
Depreciation and amortization including intangible assets and deferred financing costs | | 104,585 | | 92,026 | | 49,664 | |
Loss (income) from equity investments in real estate in excess of distributions received | | 3,293 | | (824) | | (1,660) | |
Issuance of shares to affiliate in satisfaction of fees due | | 11,788 | | 16,768 | | 11,753 | |
Gain on bargain purchase | | (1,617) | | (28,709) | | - | |
Issuance of Special Member Interest | | - | | 34,300 | | - | |
Gain on deconsolidation of a subsidiary | | - | | (1,167) | | (7,082) | |
Loss (gain) on sale of real estate | | 4,087 | | (471) | | - | |
Unrealized loss on foreign currency transactions and others | | 455 | | 2,308 | | 768 | |
Realized loss (gain) on foreign currency transactions and others | | 17 | | (1,815) | | (856) | |
Straight-line rent adjustment and amortization of rent-related intangibles | | 16,463 | | 357 | | 594 | |
Gain on extinguishment of debt | | (5,130) | | (3,135) | | (879) | |
Impairment charges | | 16,058 | | 23,663 | | 9,808 | |
Net changes in other operating assets and liabilities | | (510) | | 2,333 | | 42 | |
Net cash provided by operating activities | | 190,939 | | 156,927 | | 121,390 | |
| | | | | | | |
Cash Flows — Investing Activities | | | | | | | |
Distributions received from equity investments in real estate in excess of equity income | | 14,489 | | 38,034 | | 5,245 | |
Acquisitions of real estate and other capital expenditures | | (3,125) | | (7,794) | | (24,285) | |
Cash acquired through Merger | | - | | 189,438 | | - | |
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 | | - | |
Maturities (purchases) of debt securities | | 133 | | (4,340) | | (7,794) | |
Proceeds from sale of real estate | | 25,066 | | 131,077 | | 1 | |
Funds placed in escrow | | (16,648) | | (11,735) | | (7,481) | |
Funds released from escrow | | 16,960 | | 18,828 | | 9,813 | |
Payment of deferred acquisition fees to an affiliate | | (1,633) | | (1,911) | | (6,261) | |
Proceeds from repayment of notes receivables and CCMT | | 37,356 | | - | | - | |
Net cash provided by (used in) investing activities | | 72,598 | | (181,270) | | (30,762) | |
| | | | | | | |
Cash Flows — Financing Activities | | | | | | | |
Distributions paid | | (134,649) | | (103,880) | | (82,013) | |
Contributions from noncontrolling interests | | 20,797 | | 2,597 | | 3,534 | |
Distributions to noncontrolling interests | | (31,108) | | (44,768) | | (37,593) | |
Scheduled payments of mortgage principal | | (85,990) | | (52,034) | | (21,613) | |
Prepayments of mortgage principal | | (62,439) | | (155,489) | | (29,000) | |
Proceeds from mortgage financing | | 67,555 | | 76,275 | | 36,946 | |
Proceeds from line of credit | | 35,000 | | 327,000 | | - | |
Repayments of line of credit | | (119,000) | | (100,000) | | - | |
Funds placed in escrow | | 83 | | 64 | | 8,090 | |
Funds released from escrow | | (2,738) | | (1,025) | | (9,404) | |
Deferred financing costs and mortgage deposits | | (3,568) | | (6,080) | | (41) | |
Proceeds from issuance of shares, net of issuance costs | | 34,911 | | 152,330 | | 30,587 | |
Purchase of treasury stock | | (26,226) | | (18,922) | | (15,444) | |
Net cash (used in) provided by financing activities | | (307,372) | | 76,068 | | (115,951) | |
| | | | | | | |
Change in Cash and Cash Equivalents During the Year | | | | | | | |
Effect of exchange rate changes on cash | | 546 | | (1,043) | | 350 | |
Net (decrease) increase in cash and cash equivalents | | (43,289) | | 50,682 | | (24,973) | |
Cash and cash equivalents, beginning of year | | 109,694 | | 59,012 | | 83,985 | |
Cash and cash equivalents, end of year | | $ | 66,405 | | $ | 109,694 | | $ | 59,012 | |
(Continued)
CPA®:16 – Global 2012 10-K — 56
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Non-cash investing activities
In January 2011, we acquired the Carrefour Properties from CPA®:14 in exchange for newly issued shares in one of our wholly-owned subsidiaries with a fair value of $75.5 million. The newly issued equity in our subsidiary, which is in substance real estate, 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 (Note 1). As a result of the Merger, we acquired the remaining 97% interest in this entity on May 2, 2011.
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 in the Merger.
These transactions consisted of the acquisition and assumption of certain assets and liabilities, respectively, as detailed in the table below (in thousands):
| | Carrefour | | CPA®:14 |
Assets Acquired at Fair Value: | | | | |
Investments in real estate | | $ | 97,722 | | $ | 604,093 |
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 | | 418,631 |
Other assets, net | | 154 | | 27,264 |
Liabilities Assumed at Fair Value: | | | | |
Non-recourse debt | | (81,671) | | (460,007) |
Accounts payable, accrued expenses, and other liabilities | | (1,193) | | (9,878) |
Prepaid and deferred rental income and security deposits | | (96) | | (49,412) |
Due to affiliates | | - | | (2,753) |
Distributions payable | | - | | (95,943) |
Amounts attributable to noncontrolling interests | | (70,066) | | 58,188 |
Net (liabilities assumed) assets acquired excluding cash | | (7,121) | | 797,408 |
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 | | - | | (28,709) |
Cash acquired on acquisition of subsidiaries, net | | $ | (7,121) | | $ | (189,438) |
CPA®:16 – Global 2012 10-K — 57
During 2011, prior to our implementation of Emerging Issues Task Force (“EITF”) 10-E Accounting for Deconsolidation of a Subsidiary That Is In-Substance Real Estate, we deconsolidated the International Aluminum Corp. investment because we no longer had control over the activities that most significantly impacted the economic performance of the investment following possession of the property by a receiver (Note 17). The following table presents the assets and liabilities of the subsidiary on the date of deconsolidation (in thousands):
Assets: | | |
Net investments in properties | | $ | 36,536 |
Intangible assets, net | | 1,539 |
Other assets, net | | 49 |
Total | | $ | 38,124 |
| | |
Liabilities: | | |
Non-recourse debt | | $ | (38,668) |
Accounts payable, accrued expenses, and other liabilities | | (623) |
Total | | $ | (39,291) |
Supplemental cash flow information (in thousands):
| | Years Ended December 31, | |
| | 2012 | | 2011 | | 2010 | |
Interest paid, net of amounts capitalized | | $ | 104,819 | | $ | 107,429 | | $ | 78,462 | |
Interest capitalized | | $ | - | | $ | - | | $ | 2,793 | |
Income taxes paid | | $ | 9,741 | | $ | 8,431 | | $ | 4,871 | |
See Notes to Consolidated Financial Statements.
CPA®:16 – Global 2012 10-K — 58
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Business and Organization
CPA®:16 – Global is a publicly owned, non-listed REIT that invests primarily 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. At December 31, 2012, our portfolio was comprised of our full or partial ownership interests in 498 properties, substantially all of which were triple-net leased to 144 tenants, and totaled approximately 47 million square feet (unaudited), with an occupancy rate of approximately 96.9%. In addition, we own two hotel properties for an aggregate of approximately 0.2 million square feet (unaudited). We were formed in 2003 and are managed by the advisor.
On May 2, 2011, CPA®:14 merged with and into CPA 16 Merger Sub based on the Merger Agreement, dated as of December 13, 2010 (Note 3). Following the consummation of the Merger, we implemented an internal reorganization pursuant to which we were reorganized as an UPREIT to hold substantially all of our assets and liabilities in the Operating Partnership, a Delaware limited liability company subsidiary (Note 3). At December 31, 2012, we owned 99.985% of general and limited partnership interests in the Operating Partnership. The remaining 0.015% interest in the Operating Partnership is held by a subsidiary of WPC.
Note 2. Summary of Significant Accounting Policies
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.
When we obtain an economic interest in an entity, we evaluate the entity to determine if it is deemed a VIE. Certain factors we consider in this analysis are insufficient equity at risk, fixed price purchase or renewal options within a lease, as well as certain decision-making rights within a loan. Significant judgment is required to determine if we are the primary beneficiary of a VIE and should consolidate the VIE. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of a VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
For an entity that is not considered to be a VIE, the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. We evaluate the partnership agreements or other relevant contracts to determine whether there are provisions in the agreements that would overcome this presumption. If the agreements provide the limited partners with either (a) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights, the limited partners’ rights overcome the presumption of control by a general partner of the limited partnership, and, therefore, the general partner must account for its investment in the limited partnership using the equity method of accounting.
We have investments in tenancy-in-common interests in various domestic and international properties. Consolidation of these investments is not required as such interests do not qualify as VIEs and do not meet the control requirement required for consolidation. Accordingly, we account for these investments using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of these investments.
Additionally, we own interests in single-tenant net leased properties leased to corporations through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. We account for
CPA®:16 – Global 2012 10-K — 59
Notes to Consolidated Financial Statements
these investments under the equity method of accounting. At times, the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the jointly-owned investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits.
We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Fixed price purchase and renewal options within a lease as well as certain decision-making rights within a loan can cause us to consider an entity a VIE.
Reclassifications and Revisions
Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the disposition (or planned disposition) of certain properties as discontinued operations and certain adjustments related to purchase price allocation for all periods presented.
Purchase Price Allocation
In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We immediately expense acquisition-related costs and fees associated with business combinations.
When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of the tangible assets, consisting of land and buildings, as if vacant, and site improvements, and record intangible assets, including the above-market and below-market value of leases and the value of in-place leases at their relative estimated fair values. Land is typically valued utilizing the sales comparison (or market approach). Buildings, as if vacant, are valued using the cost and/or income approach. Site improvements are valued using the cost approach. The fair value of real estate is determined by reference to portfolio appraisals which determines their values, on a property level, by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term, and the estimated residual value of each property from a hypothetical sale of the property upon expiration after considering the re-tenanting of such property at estimated then current market rental rate, at a selected capitalization rate and deducting estimated costs of sale. The proceeds from a hypothetical sale are derived by capitalizing the estimated net operating income of each property for the year following lease expiration at an estimated residual capitalization rate. The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including the creditworthiness of the lessees, industry surveys, property type, location and age, current lease rates relative to market lease rates and anticipated lease duration. In the case where a tenant has a purchase option deemed to be materially favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value. Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration. For those properties that are under contract for sale, the appraised value of the portfolio reflects the current contractual sale price of such properties. See Real Estate Leased to Others and Depreciation below for a discussion of our significant accounting policies related to tangible assets. We include the value of below-market leases in Prepaid and deferred rental income and security deposits in the consolidated financial statements.
We record above-market and below-market lease values for owned properties based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over a period equal to the estimated lease term which includes renewal options
CPA®:16 – Global 2012 10-K — 60
Notes to Consolidated Financial Statements
with rental rates below estimated market rental rates. We amortize the capitalized above-market lease value as a reduction of rental income over the estimated market lease term. We amortize the capitalized below-market lease value as an increase to rental income over the initial term and any fixed-rate renewal periods in the respective leases.
The value of any in-place lease is estimated to be equal to the property owners’ avoidance of costs necessary to release the property for a lease term equal to the remaining primary in-place lease term and the value of investment grade tenancy. The cost avoidance to the property owners’ of vacancy/leasing costs necessary to lease the property for a lease term equal to the remaining in-place lease term is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term was estimated. These costs consist of: (i) rent lost during downtime (i.e. assumed periods of vacancy); (ii) estimated expenses that would be incurred by the property owner during periods of vacancy; (iii) rent concessions (i.e. free rent); (iv) leasing commissions; and (v) tenant improvement allowances. We determine these values using our estimates or by relying in part upon third-party appraisals. We amortize the capitalized value of in-place lease intangibles to expense over the remaining initial term of each lease. We amortize the capitalized value of tenant relationships to expense over the initial and expected renewal terms of the lease. No amortization period for intangibles will exceed the remaining depreciable life of the building.
If a lease is terminated, we charge the unamortized portion of above-market and below-market lease values to lease revenue and in-place lease to amortization expense.
When we acquire leveraged properties, the fair value of debt instruments acquired is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current interest rate.
Real Estate and Operating Real Estate
We carry land and buildings and personal property at cost less accumulated depreciation. We charge expenditures for maintenance and repairs, including routine betterments, to operations as incurred. We capitalize significant renovations that increase the useful life of the properties.
Real Estate Under Construction
For properties under construction, operating expenses including interest charges and other property expenses, including real estate taxes, are capitalized rather than expensed. We capitalize interest by applying the interest rate applicable to outstanding borrowings to the average amount of accumulated qualifying expenditures for properties under construction during the period.
Assets Held for Sale
We classify those assets that are associated with operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, which is generally calculated as the expected sale price, less expected selling costs. The results of operations and the related gain or loss on sale of properties that have been sold or that are classified as held for sale, and in which we will have no significant continuing involvement, are included in discontinued operations (Note 17).
If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.
We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property.
CPA®:16 – Global 2012 10-K — 61
Notes to Consolidated Financial Statements
Notes Receivable
For investments in mortgage notes and loan participations, the loans are initially reflected at acquisition cost which consists of the outstanding balance, net of the acquisition discount or premium. We amortize any discount or premium as an adjustment to increase or decrease, respectively, the yield realized on these loans over the life of the loan. As such, differences between carrying value and principal balances outstanding do not represent embedded losses or gains as we generally plan to hold such loans to maturity.
Allowance for Doubtful Accounts
We consider direct finance leases and notes receivable to be past-due or delinquent when a contractually required principal or interest payment is not remitted in accordance with the provisions of the underlying agreement. We evaluate each account individually and set up an allowance when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms, and the amount can be reasonably estimated.
Cash and Cash Equivalents
We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money-market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.
Marketable Securities
Marketable securities, which consist of common stock in publicly traded companies, are classified as available for sale securities and reported at fair value, with any unrealized gains and losses on these securities reported as a component of Other comprehensive income (loss) until realized.
Other Assets and Other Liabilities
We include accounts receivable, derivatives, stock warrants, marketable securities, deferred charges, and deferred rental income in Other assets, net. We include derivatives and miscellaneous amounts held on behalf of tenants in Other liabilities. Deferred charges are costs incurred in connection with mortgage financings and refinancings that are amortized over the terms of the mortgages and included in Interest expense in the consolidated financial statements. Deferred rental income is the aggregate cumulative difference for operating leases between scheduled rents that vary during the lease term, and rent recognized on a straight-line basis.
Deferred Acquisition Fees Payable to Affiliate
Fees payable to the advisor for structuring and negotiating investments and related mortgage financing on our behalf are included in Due to affiliates. A portion of these fees is payable in equal annual installments each January of the three calendar years following the date on which a property was purchased. Payment of such fees is subject to the performance criterion (Note 4).
Treasury Stock
Treasury stock is recorded at cost under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, 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.
Special Member Interest
We accounted for the Special Member Interest as a noncontrolling interest based on the fair value of the rights attributed to the interest at the time it was transferred to the Special General Partner (Note 3). The Special Member Interest entitles the Special General Partner to cash distributions and, in the event there is a termination or non-renewal of the advisory agreement, redemption rights at our option. In exchange for the Special Member Interest, we amended the fee arrangement with the advisor. The Special Member Interest was accounted for at fair value representing the estimated net present value of the related fee reduction. Cash distributions to the Special General Partner are accounted for as an allocation to net income attributable to noncontrolling interest.
CPA®:16 – Global 2012 10-K — 62
Notes to Consolidated Financial Statements
Revenue Recognition
Real Estate Leased to Others
We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals, and improvements. For the years ended December 31, 2012, 2011, and 2010, although we are legally obligated for the payment, pursuant to our lease agreements with our tenants, lessees were responsible for the direct payment to the taxing authorities of real estate taxes of approximately $32.9 million, $36.3 million, and $14.5 million, respectively. The increase for the year ended December 31, 2011 as compared to 2010 was primarily a result of properties acquired in the Merger.
Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.
We account for leases as operating or direct financing leases as described below:
Operating leases — We record real estate at cost less accumulated depreciation; we recognize future minimum rental revenue on a straight-line basis over the non-cancelable lease term of the related leases and charge expenses to operations as incurred (Note 5).
Direct financing method — We record leases accounted for under the direct financing method at their net investment (Note 6). We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.
On an ongoing basis, we assess our ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because we have a limited number of lessees, we believe that it is necessary to evaluate the collectability of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. Therefore, in recognizing our provision for uncollected rents and other tenant receivables, we evaluate actual past due amounts and make subjective judgments as to the collectability of those amounts based on factors including, but not limited to, our knowledge of a lessee’s circumstances, the age of the receivables, the tenant’s credit profile and prior experience with the tenant. Even if a lessee has been making payments, we may reserve for the entire receivable amount if we believe there has been significant or continuing deterioration in the lessee’s ability to meet its lease obligations.
Depreciation
We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties, or improvements, which range from two to 40 years. We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.
Impairments
We periodically assess whether there are any indicators that the value of our long-lived assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale, and equity investments in real estate. Our policies for evaluating whether these assets are impaired are presented below.
Real Estate
For real estate assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, market rents, residual values, and holding periods. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible
CPA®:16 – Global 2012 10-K — 63
Notes to Consolidated Financial Statements
outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the property’s asset group is considered to be impaired. We then measure the loss as the excess of the carrying value of the property’s asset group over its estimated fair value.
Assets Held for Sale
When we classify an asset as held for sale, we compare the asset’s estimated fair value, less cost to sell, to its carrying value, and if the estimated fair value, less cost to sell, is less than the property’s carrying value, we reduce the carrying value to the estimated fair value, less cost to sell. We will continue to review the property for subsequent changes in the estimated fair value, and may recognize an additional impairment charge if warranted.
Direct Financing Leases
We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge equal to the difference between the fair value and carrying value, which is discounted at the internal rate of return of the property.
Equity Investments in Real Estate
We evaluate our equity investments in real estate on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by multiplying the estimated fair value of the underlying investment’s net assets by our ownership interest percentage.
Foreign Currency
Translation
We have interests in real estate investments in the European Union (primarily Germany), Canada, Mexico, Malaysia, and Thailand and own interests in properties in the European Union. The functional currencies for these investments are primarily the euro and the British Pound Sterling and, to a lesser extent, the Canadian dollar, the Malaysian ringgit, the Swedish krona, and the Thai baht. We perform the translation from these local currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. We report the gains and losses resulting from this translation as a component of Other comprehensive income (loss) in equity. These translation gains and losses are released to net income when we have substantially exited from all investments in the related currency.
Transaction Gains or Losses
A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Foreign currency transactions that are (i) designated as, and are effective as, economic hedges of a net investment and (ii) intercompany foreign currency transactions that are of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), when the entities to the transactions are consolidated or accounted for by the equity method in our financial statements are not included in determining net income are accounted for in the same manner as foreign currency translation adjustments and reported as a component of Other comprehensive income (loss) in equity.
Derivative Instruments
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. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income (loss) 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 2012 10-K — 64
Notes to Consolidated Financial Statements
We made an accounting policy election effective January 1, 2011, or the “effective date”, to use the portfolio exception in Accounting Standards Codification (“ASC”) 820-10-35-18D, Application to Financial Assets & Financial Liabilities with Offsetting Positions in Market Risk or Counterparty Credit Risk, the “portfolio exception,” with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements.
Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income tax with respect to the portion of our income that meets certain criteria and is distributed annually to stockholders. Accordingly, no provision for federal income taxes is included in the consolidated financial statements with respect to these operations. We believe we have operated, and we intend to continue to operate, in a manner that allows us to continue to meet the requirements for taxation as a REIT.
We conduct business in various states and municipalities within the U.S., the European Union, and Asia and, as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and certain foreign jurisdictions. As a result, we are subject to certain foreign, state, and local taxes and a provision for such taxes is included in the consolidated financial statements.
We elect to treat certain of our corporate subsidiaries as TRSs. In general, a TRS may perform additional services for our tenants and generally may engage in any real estate or non-real estate-related business (except for the operation or management of health care facilities or lodging facilities or providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. Our TRS subsidiaries own hotels that are managed on our behalf by third-party hotel management companies.
Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which we believe could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained.
Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation, including hotel properties, for federal income tax purposes. Deferred income taxes relate primarily to our TRSs and are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of our TRSs and their respective tax bases and for their operating loss and tax credit carry forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other factors.
Earnings Per Share
We have a simple equity capital structure with only common stock outstanding. As a result, earnings per share, as presented, represents both basic and dilutive per share amounts for all periods presented in the consolidated financial statements.
Out-of-Period Adjustments
During 2012, we identified errors in the consolidated financial statements related to prior years. The errors were primarily attributable to the misapplication of guidance in accounting for and clerical errors related to the Hellweg 2 investment and lease intangibles. We concluded that these adjustments were not material, individually or in the aggregate, to our results for this or any of the prior periods and, as such, we recorded an out-of-period adjustment to increase our income from operations by $2.6 million.
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 totaled $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.
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Notes to Consolidated Financial Statements
Use of Estimates
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.
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 funded by CPA®:14. The 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 CPA®:14’s 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 the Merger consideration. We paid the Merger consideration of $954.6 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 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 the Asset Sales. Immediately prior to the Merger and subsequent to the Asset 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 seven 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 annual interest 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 $13.6 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 income for the year ended December 31, 2011.
CPA®:16 – Global 2012 10-K — 66
Notes to Consolidated Financial Statements
The purchase price was allocated to the assets acquired and liabilities assumed based upon their fair values. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the acquisition as well as subsequent adjustments, based on the best estimates of management at the date of Merger (in thousands):
| | Initially | | Measurement | | | |
| | Reported | | Period | | As Revised at | |
| | at June 30, 2011 | | Adjustments | | December 31, 2011 | |
Merger Consideration: | | | | | | | |
Fair value of CPA®:16 – Global shares of common stock issued | | $ | 510,549 | | $ | - | | $ | 510,549 | |
Cash consideration | | 444,045 | | - | | 444,045 | |
| | 954,594 | | - | | 954,594 | |
| | | | | | | |
Assets Acquired at Fair Value: | | | | | | | |
Investments in real estate | | 582,802 | | 21,291 | | 604,093 | |
Net investment in direct financing leases | | 161,414 | | - | | 161,414 | |
Assets held for sale | | 11,202 | | - | | 11,202 | |
Equity investments in real estate | | 134,609 | | - | | 134,609 | |
Intangible assets | | 419,928 | | (1,297) | | 418,631 | |
Cash and cash equivalents | | 189,266 | | 172 | | 189,438 | |
Other assets, net | | 27,577 | | (313) | | 27,264 | |
| | 1,526,798 | | 19,853 | | 1,546,651 | |
Liabilities Assumed at Fair Value: | | | | | | | |
Non-recourse debt | | (460,271) | | 264 | | (460,007) | |
Accounts payable, accrued expenses, and other liabilities | | (9,878) | | - | | (9,878) | |
Prepaid and deferred rental income and security deposits | | (45,848) | | (3,564) | | (49,412) | |
Due to affiliates | | (2,753) | | - | | (2,753) | |
Distributions payable | | (95,943) | | - | | (95,943) | |
| | (614,693) | | (3,300) | | (617,993) | |
Amounts attributable to noncontrolling interests | | 63,003 | | (4,815) | | 58,188 | |
Net assets acquired at fair value | | 975,108 | | 11,738 | | 986,846 | |
Change in interest upon acquisition of noncontrolling interest of Carrefour | | (3,543) | | - | | (3,543) | |
Bargain purchase gain on acquisition | | $ | (16,971) | | $ | (11,738) | | $ | (28,709) | |
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 values 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. The advisor normally calculates our NAV annually as of year-end; however, in connection with entering into the Merger Agreement the advisor had determined that our NAV as of September 30, 2010 was $8.80 per share. As of the date of the Merger, the advisor conducted an updated analysis reflecting an increase of $0.10 per share or $8.90, which was unchanged as of June 30, 2011. The increase in NAV at the date of the Merger resulted in the total fair value of the Merger consideration of $954.6 million; however the preliminary fair value for the net assets acquired from CPA®:14 increased more to $975.1 million, resulting in a bargain purchase gain on acquisition of $17.0 million recorded on the consolidated statements of operations for the six months ended June 30, 2011. During the third and fourth quarters of 2011, we identified certain measurement period adjustments that impacted the provisional acquisition accounting, primarily related to properties leased to PETsMART (Note 17), which resulted in an increase of $11.7 million to the preliminary fair values of the assets acquired and the bargain purchase gain on acquisition, which increased to $986.8 million and $28.7 million, respectively. Furthermore, during the third quarter of 2012, we identified a receivable that we acquired as part of the Merger in the second quarter of 2011 but was not recorded at that time. The receivable, if recorded during the second quarter of 2011, would have resulted in an increase to the bargain purchase gain from the Merger in that quarter of $1.6 million. This change was recorded in the statements of operations in the third quarter of 2012.
CPA®:16 – Global 2012 10-K — 67
Notes to Consolidated Financial Statements
The estimated revenues and income from operations contributed from the properties acquired in the Merger from May 2, 2011 through December 31, 2011 were $55.6 million and $5.3 million, respectively.
UPREIT Reorganization
Immediately following the Merger on May 2, 2011, we completed an internal reorganization whereby CPA®:16 – Global formed an UPREIT, which was approved by our stockholders in connection with the Merger. In connection with 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). The Special General Partner, a subsidiary of WPC, acquired a Special Member 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.
After the Merger, we amended our advisory agreement with affiliates of WPC to give effect to this reorganization and to reflect a revised fee structure whereby (i) our asset management fees were 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 were eliminated. The Available Cash Distribution is contractually limited to 0.5% of our Adjusted Invested Assets. The fee structure related to initial acquisition fees, subordinated acquisition fees, and subordinated disposition fees remained unchanged. On September 28, 2012, we entered into an amended and restated advisory agreement, which didn’t change this fee structure. For a description of the other provisions of the agreement that were amended, see Note 4.
The Special General Partner is entitled to the Available Cash Distribution, which 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 net assets, the Special General Partner may also be entitled to receive the Final Distribution.
In May 2011, we incurred a non-cash charge of $34.3 million in connection with the issuance of the Special Member Interest to a subsidiary of WPC in consideration of the amendment of our advisory agreement. This charge was recorded in the consolidated statements of operations and is equal to the fair value of the noncontrolling interests issued (Note 15). We determined the fair value of the Special Member Interest based on a discounted cash flow model, which included assumptions related to estimated future cash flows.
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Notes to Consolidated Financial Statements
Note 4. Agreements and Transactions with Related Parties
We have an advisory agreement with the advisor whereby the advisor performs certain services for us under a fee arrangement. On September 28, 2012, following the WPC/CPA®:15 Merger, we entered into an amended and restated advisory agreement, which is scheduled to renew annually. As amended, the advisory agreement provides for the allocation of advisor personnel expenses on the basis of our revenues and those of the other Managed REITs rather than on an allocation of time charges incurred by the advisor’s personnel on our behalf. The fee structure related to asset management fees, initial acquisition fees, subordinated acquisition fees, and subordinated disposition fees remains unchanged, and the advisor remains entitled to the Available Cash Distribution (See UPREIT Reorganization in Note 3). We also have certain agreements with affiliates regarding jointly-owned investments. 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):
| | Years Ended December 31, | |
| | 2012 | | 2011 | | 2010 | |
Amounts Included in the Statements of Income: | | | | | | | |
Asset management fees | | $ | 18,553 | | $ | 16,920 | | $ | 11,750 | |
Performance fees | | - | | 3,921 | | 11,750 | |
Distributions of available cash | | 15,389 | | 6,157 | | - | |
Personnel reimbursements | | 7,478 | | 5,513 | | 3,377 | |
Office rent reimbursements | | 1,176 | | 1,058 | | 715 | |
Issuance of Special Member Interest | | - | | 34,300 | | - | |
| | $ | 42,596 | | $ | 67,869 | | $ | 27,592 | |
| | | | | | | |
Other Transaction Fees Incurred: | | | | | | | |
Current acquisition fees | | $ | - | | $ | 147 | | $ | - | |
Deferred acquisition fees | | - | | 118 | | - | |
Mortgage refinancing fees | | 520 | | 639 | | 145 | |
| | $ | 520 | | $ | 904 | | $ | 145 | |
| | December 31, | |
| | 2012 | | 2011 | |
Unpaid Transaction Fees: | | | | | |
Deferred acquisition fees | | $ | 1,757 | | $ | 3,391 | |
Subordinated disposition fees | | 1,197 | | 1,116 | |
| | $ | 2,954 | | $ | 4,507 | |
Asset Management and Performance Fees
We pay the advisor asset management fees, which are 1/2 of 1% per annum of our average invested assets and are computed as provided for in the advisory agreement. Prior to the Merger, we also paid the advisor performance fees, which were also 1/2 of 1% per annum of our average invested assets and were computed as provided for in the advisory agreement. The performance fees were subordinated to the performance criterion, a non-compounded cumulative annual distribution return of 6% per annum. The asset management and, prior to the Merger, performance fees are payable in cash or shares of our common stock at the advisor’s option. If the advisor elects to receive all or a portion of its fees in shares, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published NAV per share as approved by our board of directors. For 2012, the advisor elected to receive 50% of its asset management fees in cash and 50% in shares of our common stock. For 2011, prior to the Merger, and 2010, the advisor elected to receive its asset management fees in cash and its performance fees in shares, and subsequent to the Merger, the advisor elected to receive its asset management fees for 2011 in shares. As a result of the UPREIT Reorganization, in accordance with the terms of the amended and restated advisory agreement, beginning on May 2, 2011, we no longer pay the advisor performance fees, but instead we pay the Available Cash Distribution (Note 3). Asset management and performance fees are included in Property expenses in the consolidated financial statements. These expenses are impacted by an increase in revenues and assets under management as a result of the Merger.
CPA®:16 – Global 2012 10-K — 69
Notes to Consolidated Financial Statements
Distributions of Available Cash
In connection with this UPREIT Reorganization, the Special General Partner, a subsidiary of WPC, acquired a Special Member Interest of 0.015% in the Operating Partnership entitling it to receive the Available Cash Distribution, which is measured and paid quarterly. The Available Cash Distribution 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 our Adjusted Invested Assets. 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 net assets, the Special General Partner may also be entitled to receive a Final Distribution.
Personnel and Office Rent Reimbursements
We reimburse the advisor for various expenses it incurs in the course of providing services to us. We reimburse certain third-party expenses paid by the advisor on our behalf, including property-specific costs, professional fees, office expenses and business development expenses. In addition, we reimburse the advisor for the allocated costs of personnel and overhead in providing management of our day-to-day operations, including accounting services, stockholder services, corporate management, and property management and operations. We do not reimburse the advisor for the cost of personnel if these personnel provide services for transactions for which the advisor receives a transaction fee, such as acquisitions, dispositions and refinancings. Personnel and office rent reimbursements are included in General and administrative expenses in the consolidated financial statements.
The advisor is obligated to reimburse us for the amount by which our operating expenses exceeds the 2%/25% guidelines (the greater of 2% of average invested assets or 25% of net income) as defined in the advisory agreement for any twelve-month period. If in any year our operating expenses exceed the 2%/25% guidelines, the advisor will have an obligation to reimburse us for such excess, subject to certain conditions. If our independent directors find that the excess expenses were justified based on any unusual and nonrecurring factors that they deem sufficient, the advisor may be paid in future years for the full amount or any portion of such excess expenses, but only to the extent that the reimbursement would not cause our operating expenses to exceed this limit in any such year. We will record any reimbursement of operating expenses as a liability until any contingencies are resolved and will record the reimbursement as a reduction of asset management and performance fees at such time that a reimbursement is fixed, determinable and irrevocable. Our operating expenses have not exceeded the amount that would require the advisor to reimburse us.
Issuance of Special Member Interest
In May 2011, we incurred a non-cash charge in connection with the issuance of the Special Member Interest to the Special General Partner, a subsidiary of WPC, in consideration of the amendment of our advisory agreement (Note 3).
Transaction Fees
We also pay the advisor acquisition fees for structuring and negotiating investments and related mortgage financing on our behalf. Acquisition fees average 4.5% or less of the aggregate cost of investments acquired and are comprised of a current portion of 2.5%, which is paid at the date the property is purchased, and a deferred portion of 2%, which is payable in equal annual installments each January of the three calendar years following the date on which a property was purchased, subject to satisfying the 6% performance criterion. Interest on unpaid installments is 5% per year. Current and deferred acquisition fees were capitalized and included in the cost basis of the assets acquired. Mortgage refinancing fees are capitalized to deferred financing costs and amortized over the life of the new loans.
We also pay fees to the advisor for services provided to us in connection with the disposition of investments. 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.
In connection with the Merger, the advisor waived any acquisition fees payable by us under the advisory agreement in respect of the properties acquired in the Merger and also waived any disposition fees that may subsequently be payable by us upon a sale of such assets. As the advisor to CPA®:14, the advisor earned acquisition fees related to those properties acquired by CPA®:14 and disposition fees on those properties upon the liquidation of CPA®:14 and, as a result, we and the advisor agreed that the advisor should not receive fees upon the acquisition or disposition of the same properties by us.
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Notes to Consolidated Financial Statements
Jointly-Owned Investments and Other Transactions with Affiliates
We share leased office space used for the administration of our operations with our affiliates. Rental, occupancy, and leasehold improvement costs are allocated among us and our affiliates based on our respective gross revenues and are adjusted quarterly.
We own interests in entities ranging from 25% to 90%, as well as jointly-controlled tenancy-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 2011 in return for the issuance of 13,750,000 shares of our common stock. 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 Member Interest. At December 31, 2012, the advisor owned 37,129,851 shares, or 18.3%, of our common stock, which excludes its ownership in the Special Member Interest.
Note 5. Net Investments in Properties
Real Estate
Real estate, which consists of land and buildings leased to others, at cost, and which are subject to operating leases, is summarized as follows (in thousands):
| | December 31, | |
| | 2012 | | 2011 | |
Land | | $ | 470,809 | | $ | 476,790 | |
Buildings | | 1,772,661 | | 1,788,786 | |
Less: Accumulated depreciation | | (242,648) | | (190,316) | |
| | $ | 2,000,822 | | $ | 2,075,260 | |
We did not acquire any real estate assets during 2012. During this period, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro at December 31, 2012 increased 2.1% to $1.3218 from $1.2950 at December 31, 2011. The impact of this weakening was a $15.8 million increase in Real estate from December 31, 2011 to December 31, 2012. Assets disposed of or reclassified to held-for-sale during 2012 accounted for a significant portion of the net decrease in real estate and are discussed in Note 17.
In May 2011, we recognized a bargain purchase gain of $17.0 million in the Merger because the fair values of CPA®:14’s net assets increased more than the fair values of our net assets during the period between the date of the Merger Agreement on December 13, 2010 and the closing of the Merger on May 2, 2011. In addition, during the third and fourth quarters of 2011, we identified certain measurement period adjustments primarily related to properties acquired in the Merger that were leased to PETsMART which impacted the provisional acquisition accounting and resulted in an increase of $11.7 million to the preliminary bargain purchase gain. In accordance with ASC 805-10-25, Accounting for Business Combinations, we did not record the measurement period adjustments during the third and fourth quarters of 2011. We have retrospectively adjusted our financial statements for the year ended December 31, 2011 to include such adjustments. Furthermore, during the third quarter of 2012, we identified a receivable that we acquired as part of the Merger in the second quarter of 2011 but was not recorded at that time. The receivable, if recorded during the second quarter of 2011, would have resulted in an increase to the bargain purchase gain from the Merger in that quarter of $1.6 million. This change was recorded in the statements of operations in the third quarter of 2012 (Note 2).
Carrefour France, SAS acquisition
In January 2011, we acquired the Carrefour Properties, which had a fair value of $143.1 million at the date of acquisition, from CPA®:14. 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 1.5% and 1.1% at December 31, 2012. The newly issued equity in our subsidiary 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
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Notes to Consolidated Financial Statements
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 noncontrolling interests of $5.5 million representing its proportionate share of the cumulative translation adjustment was reclassified and is reflected in Accumulated other comprehensive loss in our consolidated balance sheets.
Operating Real Estate
Operating real estate, which consists of our two hotel operations, at cost, is summarized as follows (in thousands):
| | December 31, | |
| | 2012 | | 2011 | |
Land | | $ | 8,296 | | $ | 8,296 | |
Buildings | | 68,505 | | 68,216 | |
Furniture, fixtures, and equipment | | 8,764 | | 8,575 | |
Less: Accumulated depreciation | | (16,007) | | (12,823) | |
| | $ | 69,558 | | $ | 72,264 | |
Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI-based adjustments, under non-cancelable operating leases at December 31, 2012 are as follows (in thousands):
Years Ending December 31, | | Total | |
2013 | | $ | 258,104 | |
2014 | | 257,837 | |
2015 | | 247,206 | |
2016 | | 236,121 | |
2017 | | 226,013 | |
Thereafter | | 1,577,977 | |
Total | | $ | 2,803,258 | |
There were no percentage rents for operating leases in 2012, 2011, and 2010.
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.
Net Investment in Direct Financing Leases
Net investment in direct financing leases is summarized as follows (in thousands):
| | December 31, | |
| | 2012 | | 2011 | |
Minimum lease payments receivable | | $ | 576,319 | | $ | 611,549 | |
Unguaranteed residual value | | 400,721 | | 395,663 | |
| | 977,040 | | 1,007,212 | |
Less: unearned income | | (509,209) | | (540,076) | |
| | $ | 467,831 | | $ | 467,136 | |
During the years ended December 31, 2012, 2011, and 2010, in connection with our annual reviews of our estimated residual values of our properties, we recorded impairment charges related to several direct financing leases of $0.3 million, $2.3 million, and $6.8 million, respectively. Impairment charges related primarily to other-than-temporary declines in the estimated residual values of the
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Notes to Consolidated Financial Statements
underlying properties due to market conditions (Note 13). At December 31, 2012 and 2011, Other assets, net included $0.5 million and $1.3 million, respectively, of accounts receivable related to amounts billed under these direct financing leases.
Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI-based adjustments, under non-cancelable direct financing leases at December 31, 2012 are as follows (in thousands):
Years Ending December 31, | | Total |
2013 | | $ | 44,532 |
2014 | | 45,816 |
2015 | | 45,646 |
2016 | | 44,305 |
2017 | | 43,850 |
Thereafter | | 352,170 |
Total | | $ | 576,319 |
Notes Receivable
Hellweg 2
Under the terms of the note receivable acquired in connection with the April 2007 investment in which we and our affiliates acquired a property-owning investment that in turn acquired a 24.7% ownership interest in a limited partnership and a lending investment 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 investment will receive interest at a fixed annual rate of 8%. In November 2010, the property-owning investment 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 note receivable matures in April 2017. The note receivable had a principal balance of $21.7 million and $21.3 million, inclusive of our affiliates’ noncontrolling interest of $16.1 million and $15.8 million at December 31, 2012 and 2011, 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 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, with a variable annual interest rate of LIBOR plus 2.5% and a fixed interest rate of 8.0%, respectively, both with maturity dates of December 2011. The maturity date for both loans was extended to February 2012, with the interest rate on the first loan fixed at 8.0%. At December 31, 2011, the aggregate balance of these notes receivable was $23.9 million. Both loans were repaid in full in January 2012.
In January 2012, we restructured our lease with Production Resources Group (“PRG”) so as to extend the lease term to June 2029 and also give PRG the option to purchase the property at predetermined dates and prices during the lease term. If PRG does not exercise its purchase option, the property transfers to the tenant for $1 at the end of the lease term. The restructured lease is accounted for as a sales-type lease due to the automatic transfer of title at the end of the lease. In addition, because the minimum initial and continuing investment criteria were not met at the inception of the sales-type lease, the sale of the asset is accounted for under the deposit method. The property is not derecognized and all periodic cash payments received under the lease are carried on the balance sheet as a deposit liability until approximately 5% of the purchase price has been collected. By October 2012, the aggregate cash payments received crossed the 5% threshold and accordingly we derecognized the property and recognized a gain of $0.1 million. We also recognized a note receivable, which had a balance of $11.8 million at December 31, 2012, to reflect the expected future payments under the lease. The remaining deferred gain of $3.9 million as of December 31, 2012 will be recognized into income in proportion to the principal payments on the note over the remaining lease term.
We had a B-note receivable that totaled $9.8 million at both December 31, 2012 and 2011 with a fixed annual interest rate of 6.3% and a maturity date of February 11, 2015.
In addition, in connection with the Merger, we acquired three notes receivable. Two of these notes were repaid during 2011 and the remaining note was repaid in full in July 2012.
Credit Quality of Finance Receivables
We generally seek investments in facilities that we believe are critical to each tenant’s business and that we believe have a low risk of tenant defaults. At December 31, 2012 and 2011, none of the balances of our finance receivables were past due. Our allowance for uncollected accounts was $0.2 million and less than $0.1 million at December 31, 2012 and 2011, respectively. Additionally, there have been no modifications of finance receivables during 2012. 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 fourth quarter of 2012.
CPA®:16 – Global 2012 10-K — 73
Notes to Consolidated Financial Statements
A summary of our finance receivables by internal credit quality rating for the periods presented is as follows (dollars in thousands):
| | Number of Tenants at December 31, | | Net Investments in Direct Financing Leases at December 31, |
Internal Credit Quality Indicator | | 2012 | | 2011 | | 2012 | | 2011 |
1 | | 1 | | 2 | | $ | 43,213 | | $ | 51,309 |
2 | | 2 | | 3 | | 35,197 | | 69,318 |
3 | | 13 | | 13 | | 230,527 | | 250,523 |
4 | | 7 | | 6 | | 152,902 | | 95,986 |
5 (a) | | 1 | | - | | 5,992 | | - |
| | | | | | $ | 467,831 | | $ | 467,136 |
| | Number of Obligors at December 31, | | Notes Receivable at December 31, |
Internal Credit Quality Indicator | | 2012 | | 2011 | | 2012 | | 2011 |
1 | | - | | - | | $ | - | | $ | - |
2 | | 1 | | 2 | | 9,836 | | 9,784 |
3 | | 2 | | 2 | | 33,558 | | 21,793 |
4 | | - | | 1 | | - | | 23,917 |
5 | | - | | - | | - | | - |
| | | | | | $ | 43,394 | | $ | 55,494 |
(a) During 2012, a tenant in one of our properties filed for bankruptcy and stopped paying rent to us. As a result, our property-owning subsidiary, which leased the property to the tenant, stopped making payments on the non-recourse mortgage obligation encumbering the property. As of December 31, 2012, we were actively pursuing a new tenant for the property.
Note 7. Equity Investments in Real Estate
We own equity interests in single-tenant net leased properties that are generally 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 or (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). Investments in unconsolidated investments are required to be evaluated periodically. We compare an investment’s carrying value to its estimated fair value and recognize an impairment charge to the extent that the carrying value exceeds fair value and such decline is determined to be other than temporary.
CPA®:16 – Global 2012 10-K — 74
Notes to Consolidated Financial Statements
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 December 31, |
Lessee | | at December 31, 2012 | | 2012 | | 2011 |
True Value Company (a) | | 50% | | $ | 43,100 | | $ | 44,887 |
The New York Times Company (b) | | 27% | | 34,579 | | 32,960 |
U-Haul Moving Partners, Inc. and Mercury Partners, LP (a) | | 31% | | 30,932 | | 31,886 |
Advanced Micro Devices, Inc. (a) (c) | | 67% | | 28,619 | | 32,185 |
Schuler A.G. (a) (c) (d) | | 33% | | 21,178 | | 20,951 |
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (a) (d) | | 25% | | 20,837 | | 20,460 |
The Upper Deck Company (a) (c) (e) | | 50% | | 7,998 | | 9,880 |
Frontier Spinning Mills, Inc. (b) | | 40% | | 6,265 | | 6,255 |
Del Monte Corporation (a) | | 50% | | 5,580 | | 6,868 |
Police Prefecture, French Government (a) (d) (f) | | 50% | | 5,010 | | 5,537 |
Actebis Peacock GmbH (b) (d) | | 30% | | 4,477 | | 4,638 |
TietoEnator Plc (a) (d) (g) | | 40% | | 3,895 | | 6,271 |
Barth Europa Transporte e.K/MSR Technologies GmbH (formerly Lindenmaier A.G.) (a) (d) (h) | | 33% | | 3,219 | | 4,155 |
Town Sports International Holdings, Inc. (formerly LifeTime Fitness, Inc.) (a) | | 56% | | 3,203 | | 3,485 |
Actuant Corporation (a) (d) | | 50% | | 2,711 | | 2,618 |
Consolidated Systems, Inc. (a) (c) | | 40% | | 2,004 | | 2,092 |
OBI A.G. (a) (d) (f) | | 25% | | 1,819 | | 3,310 |
Thomson Broadcast, Veolia Transport, and Marchal Levage (formerly Thales S.A.) (a) (d) (i) | | 35% | | 1,606 | | 512 |
Talaria Holdings, LLC (a) | | 27% | | 453 | | 691 |
Pohjola Non-life Insurance Company (a) (d) (j) | | 40% | | 190 | | 4,662 |
| | | | $ | 227,675 | | $ | 244,303 |
__________
(a) | This investment is jointly-owned with WPC. |
(b) | This investment is jointly-owned with CPA®:17 – Global. |
(c) | Represents a tenancy-in-common interest, under which the investment is under common control by us and our investment partner. |
(d) | The carrying value of this investment is affected by the impact of fluctuations in the exchange rate of the euro. |
(e) | In July 2012, one of the properties was sold and the proceeds were distributed to the partners in this investment, of which our share was $1.7 million. |
(f) | This decrease was primarily due to a principal payment made on the outstanding mezzanine loan. |
(g) | In April 2012, we made a contribution of $0.8 million to this investment to partially prepay our share of its outstanding mortgage loan. Additionally, in September 2012 we recognized an other-than-temporary impairment charge of $2.9 million on this investment (Note 13). |
(h) | In February 2012, one of the properties was sold and the proceeds were distributed to the partners in this investment, of which our share was $1.3 million. |
(i) | In February 2012, the investment received $4.8 million of lease termination income from the former tenant, of which our share was $1.7 million. |
(j) | In September 2012, we recognized an other-than-temporary impairment charge of $4.0 million on this investment (Note 13). |
CPA®:16 – Global 2012 10-K — 75
Notes to Consolidated Financial Statements
The following tables present combined summarized financial information of our equity investments. Amounts provided are the total amounts attributable to the investments and do not represent our proportionate share (in thousands):
| | December 31, |
| | 2012 | | 2011 |
Real estate, net | | $ | 936,505 | | $ | 879,158 |
Other assets | | 903,857 | | 744,420 |
Total assets | | 1,840,362 | | 1,623,578 |
Non-recourse and limited-recourse debt | | (932,288) | | (971,169) |
Accounts payable, accrued expenses, and other liabilities | | (130,857) | | (89,334) |
Total liabilities | | (1,063,145) | | (1,060,503) |
Noncontrolling interests | | (68,358) | | (68,353) |
Partners’/members’ equity | | $ | 708,859 | | $ | 494,722 |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Revenues | | $ | 174,159 | | $ | 176,184 | | $ | 142,918 |
Expenses | | (97,830) | | (99,060) | | (82,338) |
Impairment charges (a) | | - | | - | | (4,145) |
(Loss) gain on extinguishment of debt (b) | | (206) | | 2,464 | | - |
Net income from continuing operations | | $ | 76,123 | | $ | 79,588 | | $ | 56,435 |
Net income attributable to the equity investments (c) (d) (e) | | $ | 76,951 | | $ | 82,635 | | $ | 56,435 |
____________
(a) Amount during the year ended December 31, 2010 included impairment charges totaling $4.1 million incurred by an investment that formerly leased property to Thales S.A. to reduce the carrying value of the property to its estimated fair value.
(b) Amount during the year ended December 31, 2011 included a $2.5 million gain on extinguishment of debt recognized when the Barth Europa Transporte e.K/MSR Technologies GmbH investment bought back, at a discount, the non-recourse mortgage loan encumbering its property.
(c) Amount during the year ended December 31, 2011 included impairment charges totaling $10.4 million incurred by a jointly-owned investment that formerly leased property to Best Buy Stores, L.P.
(d) Amount during the year ended December 31, 2012 included a gain of approximately $1.0 million recognized by a jointly-owned investment as a result of selling its interests in one of the properties in the Barth Europa Transporte e.K/MSR Technologies GmbH investment. Amount during the year ended December 31, 2011 included a $2.9 million gain on the sale of properties by the LifeTime Fitness, Inc. jointly-owned investment.
(e) Amount during the year ended December 31, 2011 included a $1.3 million gain on extinguishment of debt recognized when the Barth Europa Transporte e.K/MSR Technologies GmbH investment bought back, at a discount, the non-recourse mortgage loan encumbering its property. This property was later sold during 2012, as described above. Additionally, in connection with the sale described above, the jointly-owned investment that formerly leased property to Best Buy Stores, L.P. recognized a $0.3 million loss on extinguishment of debt.
We recognized income from equity investments in real estate of $17.8 million, $22.1 million, and $17.6 million for the years ended December 31, 2012, 2011, and 2010, respectively. Income from equity investments in real estate represents our proportionate share of the income or losses of these investments as well as certain depreciation and amortization adjustments related to other-than-temporary impairment charges and basis differentials from acquisitions of certain investments. During the third quarter of 2012, we recognized other-than-temporary impairment charges totaling $6.9 million to reduce the carrying value of the properties held by two jointly-owned investments to their estimated fair values (Note 13).
Note 8. Intangible Assets and Liabilities
In connection with our acquisitions of properties, we have recorded net lease intangibles which are being amortized over periods ranging from four years to 40 years. There were no intangible assets or liabilities recorded during 2012. In-place lease, tenant relationship, above-market rent, management contract, and franchise agreement intangibles are included in Intangible assets, net in the
CPA®:16 – Global 2012 10-K — 76
Notes to Consolidated Financial Statements
consolidated financial statements. Below-market rent intangibles are included in Prepaid and deferred rental income and security deposits in the consolidated financial statements.
Intangible assets and liabilities are summarized as follows (in thousands):
| | December 31, |
| | 2012 | | 2011 |
| | Carrying Amount | | Accumulated Amortization | | Total | | Carrying Amount | | Accumulated Amortization | | Total |
Amortizable Intangible Assets | | | | | | | | | | | | |
Management contract | | $ | 874 | | $ | (645) | | $ | 229 | | $ | 874 | | $ | (531) | | $ | 343 |
Franchise agreement | | 2,240 | | (1,157) | | 1,083 | | 2,240 | | (952) | | 1,288 |
| | 3,114 | | (1,802) | | 1,312 | | 3,114 | | (1,483) | | 1,631 |
Lease intangibles: | | | | | | | | | | | | |
In-place lease | | 361,242 | | (101,122) | | 260,120 | | 366,886 | | (58,705) | | 308,181 |
Tenant relationship | | 33,615 | | (7,544) | | 26,071 | | 33,622 | | (6,192) | | 27,430 |
Above-market rent | | 195,985 | | (46,688) | | 149,297 | | 202,693 | | (25,767) | | 176,926 |
Below-market ground lease | | 6,752 | | (460) | | 6,292 | | 6,611 | | (378) | | 6,233 |
| | 597,594 | | (155,814) | | 441,780 | | 609,812 | | (91,042) | | 518,770 |
Total intangible assets | | $ | 600,708 | | $ | (157,616) | | $ | 443,092 | | $ | 612,926 | | $ | (92,525) | | $ | 520,401 |
| | | | | | | | | | | | |
Amortizable Below-Market Rent Intangible Liabilities | | | | | | | | | | | | |
Below-market rent | | $ | (65,148) | | $ | 13,001 | | $ | (52,147) | | $ | (65,812) | | $ | 9,400 | | $ | (56,412) |
Total intangible liabilities | | $ | (65,148) | | $ | 13,001 | | $ | (52,147) | | $ | (65,812) | | $ | 9,400 | | $ | (56,412) |
Net amortization of intangibles, including the effect of foreign currency translation, was $60.7 million, $48.5 million, and $8.0 million for the years ended December 31, 2012, 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 intangible assets and liabilities recorded at December 31, 2012, scheduled net annual amortization of intangibles for each of the next five years and thereafter is as follows (in thousands):
Years Ending December 31, | | Total |
2013 | | $ | 52,714 |
2014 | | 46,762 |
2015 | | 42,236 |
2016 | | 38,907 |
2017 | | 35,426 |
Thereafter | | 174,900 |
| | $ | 390,945 |
Note 9. 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 securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.
CPA®:16 – Global 2012 10-K — 77
Notes to Consolidated Financial Statements
Items Measured at Fair Value on a Recurring Basis
Our CCMT investment was fully matured at December 31, 2012. We received approximately $13.0 million related to the return of our investment as a result of the repayment of principal on certain mortgages included in the trust. At December 31, 2011, the fair value of our CCMT investment was $12.8 million. We did not have any other significant items measured at fair value on a recurring basis at December 31, 2012 and 2011.
Our other financial instruments had the following carrying values and fair values as of the dates shown (in thousands):
| | | | December 31, 2012 | | December 31, 2011 |
| | Level | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Non-recourse debt (a) | | 3 | | $ | 1,644,180 | | $ | 1,656,684 | | $ | 1,715,779 | | $ | 1,718,375 |
Line of credit | | 3 | | 143,000 | | 143,000 | | 227,000 | | 227,000 |
Notes receivable (a) | | 3 | | 43,394 | | 44,363 | | 55,494 | | 57,025 |
| | | | | | | | | | | | | | |
___________
(a) We determined the estimated fair value of our other financial instruments using a discounted cash flow model with rates that take into account the credit of the tenant/obligor and interest rate risk. We also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant/obligor, the time until maturity, and the current market interest rate.
We estimated that our remaining financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at both December 31, 2012 and 2011.
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. As part of that assessment, we determine 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 review 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. As a result of our assessments, we calculated impairment charges 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.
CPA®:16 – Global 2012 10-K — 78
Notes to Consolidated Financial Statements
The following table presents information about our other assets that were measured on a fair value basis (in thousands):
| | Year Ended December 31, 2012 | | Year Ended December 31, 2011 | | Year Ended December 31, 2010 |
| | Total Fair Value | | Total Impairment | | Total Fair Value | | Total Impairment | | Total Fair Value | | Total Impairment |
| | Measurements | | Charges | | Measurements | | Charges | | Measurements | | Charges |
Impairment Charges From Continuing Operations: | | | | | | | | | | | | |
Net investments in properties (a) | | $ | 7,396 | | $ | 5,531 | | $ | 85,462 | | $ | 7,515 | | $ | 17,295 | | $ | 2,835 |
Net investments in direct financing leases (a) | | 7,200 | | 303 | | 136,934 | | 2,317 | | 38,252 | | 6,759 |
Equity investments in real estate (b) | | 4,587 | | 6,879 | | 5,685 | | 3,833 | | 1,226 | | 1,046 |
Intangible assets | | 5,279 | | 3,278 | | - | | - | | 949 | | - |
| | $ | 24,462 | | $ | 15,991 | | $ | 228,081 | | $ | 13,665 | | $ | 57,722 | | $ | 10,640 |
| | | | | | | | | | | | |
Impairment Charges From Discontinued Operations: | | | | | | | | | | | | |
Net investments in properties (a) | | $ | 8,604 | | $ | 5,241 | | $ | 50,614 | | $ | 13,341 | | $ | - | | $ | - |
Net investments in direct financing leases (a) | | - | | - | | 2,310 | | 41 | | 1,313 | | 214 |
Intangible assets | | 1,246 | | 1,705 | | 1,555 | | 449 | | - | | - |
| | $ | 9,850 | | $ | 6,946 | | $ | 54,479 | | $ | 13,831 | | $ | 1,313 | | $ | 214 |
___________
(a) The fair value measurements for Net investments in properties and Net investments in direct financing leases were developed by third-party sources, subject to our corroboration for reasonableness, or are based on a purchase and sale agreement for a potential sale of a property that has not yet been consummated. There can be no assurance that any such sale will occur.
(b) The fair value measurements for Equity investments in real estate were determined by our advisor, relying in part on the estimated fair value of the underlying real estate and mortgage debt, both of which were provided by a third party. The fair value of real estate was determined by reference to portfolio appraisals that determined their values on a property level. The portfolio appraisals apply a discounted cash flow analysis to the estimated net operating income for each property during the remaining anticipated lease term, and the estimated residual value of each property from a hypothetical sale of the property upon expiration of the lease. The proceeds from a hypothetical sale were derived by capitalizing the estimated net operating income of each property for the year following lease expiration after considering the re-tenanting of such property at estimated then-current market rental rate, at a selected capitalization rate, and deducting estimated costs of sale.
The discount rates and residual capitalization rates used to value the properties were selected based on several factors, including the creditworthiness of the lessees, industry surveys, property type, location and age, current lease rates relative to market lease rates, and anticipated lease duration. In the case where a tenant had a purchase option deemed by the appraiser to be materially favorable to the tenant, or the tenant had long-term renewal options at rental rates below estimated market rental rates, the appraisal assumed the exercise of such purchase option or long-term renewal options in its determination of residual value. Where a property was deemed to have excess land, the discounted cash flow analysis included the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration. For those properties that were currently under contract for sale, the appraised value of the portfolio reflected the current contractual sale price of such properties.
CPA®:16 – Global 2012 10-K — 79
Notes to Consolidated Financial Statements
Real estate valuation requires significant judgment. We determined the significant inputs to be Level 3 with ranges for the underlying real estate and for our Equity investments in real estate as follows:
· discount rates applied to the estimated net operating income of each property ranged from approximately 3.5% to 15.3%, with a weighted-average discount rate of 9.5%;
· discount rates applied to the estimated residual value of each property ranged from approximately 6.0% to 13.3%, with a weighted-average discount rate of 9.5%;
· residual capitalization rates applied to the properties ranged from approximately 7.0% to 12.5%, with a weighted-average capitalization rate of 8.1%. The fair value of such property-level debt was determined based upon available market data for comparable liabilities and by applying selected discount rates to the stream of future debt payments; and
· discount rates applied to the future property-level debt for valuing equity investments ranged from approximately 2.0% to 8.6%, with a weighted-average discount rate of 5.1%, excluding situations where fair value of assets was estimated to be lower than the outstanding balance of property-level debt, and thus debt was capped at value of assets securing it, as the loans are non-recourse.
No illiquidity adjustments to the Equity investments in real estate were deemed necessary as the investments are held with affiliates and do not allow for unilateral sale or financing by any of the affiliated parties. Furthermore, the discount rates and/or capitalization rates utilized in the appraisals also reflect the illiquidity of real estate assets. Lastly, there were no control premiums contemplated as the investments were in individual underlying real estate and debt, as opposed to a business operation.
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 assets and liabilities, including our Credit Agreement. Credit risk is the risk of default on our operations and our 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 (primarily Germany), Canada, Mexico, Malaysia, and Thailand and are subject to the risks associated with changing foreign currency exchange rates.
Use of Derivative Financial Instruments
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. 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, which 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. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income (loss) 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 2012 10-K — 80
Notes to Consolidated Financial Statements
The following table sets forth certain information regarding our derivative instruments (in thousands):
| | | | Asset Derivatives Fair Value | | Liability Derivatives Fair Value |
Derivatives Designated | | | | at December 31, | | at December 31, |
as Hedging Instruments | | Balance Sheet Location | | 2012 | | 2011 | | 2012 | | 2011 |
Foreign currency contracts | | Other assets, net | | $ | 172 | | $ | 1,194 | | $ | - | | $ | - |
Foreign currency contracts | | Accounts payable, accrued expenses, and other liabilities | | - | | - | | (2,361) | | - |
Interest rate cap | | Other assets, net | | 36 | | - | | - | | - |
Interest rate swaps | | Accounts payable, accrued expenses, and other liabilities | | - | | - | | (5,411) | | (4,155) |
| | | | | | | | | | |
Derivatives Not Designated | | | | | | | | | | |
as Hedging Instruments | | | | | | | | | | |
Embedded credit derivative | | Other assets, net | | - | | 29 | | - | | - |
Stock warrants | | Other assets, net | | 1,161 | | 1,161 | | - | | - |
Total derivatives | | | | $ | 1,369 | | $ | 2,384 | | $ | (7,772) | | $ | (4,155) |
The following tables present the impact of derivative instruments on the consolidated financial statements (in thousands):
| | Amount of Gain (Loss) Recognized in |
| | Other Comprehensive Income (Loss) on Derivatives (Effective Portion) |
| | Years Ended December 31, |
Derivatives in Cash Flow Hedging Relationships | | 2012 | | 2011 | | 2010 |
Interest rate swaps | | $ | (1,419) | | $ | (1,028) | | $ | (162) |
Interest rate cap | | (662) | | - | | - |
Foreign currency contracts | | (3,383) | | 1,300 | | 99 |
Total | | $ | (5,464) | | $ | 272 | | $ | (63) |
| | Amount of Gain (Loss) Reclassified from |
| | Other Comprehensive Income (Loss) into Income (Effective Portion) |
| | Years Ended December 31, |
Derivatives in Cash Flow Hedging Relationships | | 2012 | | 2011 | | 2010 |
Interest rate swaps (a) | | $ | (1,154) | | $ | (533) | | $ | - |
Foreign currency contracts (b) | | 912 | | 254 | | (62) |
Total | | $ | (242) | | $ | (279) | | $ | (62) |
___________
(a) During the year ended December 31, 2012, we reclassified $0.2 million from Other comprehensive income (loss) into income related to ineffective portions of hedging relationships on certain interest rate swaps. No such amounts were reclassified during the years ended December 31, 2011 and 2010.
(b) Gains (losses) reclassified from Other comprehensive income (loss) into income for contracts that have settled are included in Other income and (expenses).
CPA®:16 – Global 2012 10-K — 81
Notes to Consolidated Financial Statements
| | | | Amount of Gain (Loss) Recognized in |
| | | | Income on Derivatives |
Derivatives Not in Cash Flow | | Location of Gain (Loss) | | Years Ended December 31, |
Hedging Relationships | | Recognized in Income | | 2012 | | 2011 | | 2010 |
Embedded credit derivative (a) | | Other income and (expenses) | | $ | (28) | | $ | (17) | | $ | (846) |
Stock warrants | | Other income and (expenses) | | - | | (162) | | 108 |
Interest rate swaps (b) | | Other income and (expenses) | | - | | (1,237) | | - |
Total | | | | $ | (28) | | $ | (1,416) | | $ | (738) |
(a) Included losses attributable to noncontrolling interests totaling less than $0.1 million for each of the years ended December 31, 2012 and 2011, respectively, and $0.6 million for the year ended December 31, 2010.
(b) These derivative instruments were acquired in the Merger and prior to the Merger were designated as cash flow hedges by CPA®:14. Upon acquisition, we did not immediately designate these as hedges and therefore did not use hedge accounting on these instruments until they were designated as hedges in October 2011.
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 entities, 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 investment 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 interest rate swaps and caps that we had outstanding on our consolidated subsidiaries at December 31, 2012 are summarized as follows (currency in thousands):
| | | | Notional | | Cap | | Effective | | Effective | | Expiration | | Fair Value at |
Description | | Type | | Amount | | Rate | | Interest Rate | | Date | | Date | | December 31, 2012 |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 3,648 | | N/A | | 6.7% | | 2/2008 | | 2/2018 | | $ | (614) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 11,253 | | N/A | | 5.6% | | 3/2008 | | 3/2018 | | (1,669) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 5,983 | | N/A | | 6.4% | | 7/2008 | | 7/2018 | | (1,049) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 3,828 | | N/A | | 6.9% | | 3/2011 | | 3/2021 | | (600) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 5,734 | | N/A | | 5.4% | | 11/2011 | | 12/2020 | | (293) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 5,878 | | N/A | | 4.9% | | 12/2011 | | 12/2021 | | (304) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 8,789 | | N/A | | 5.1% | | 3/2012 | | 11/2019 | | (483) |
3-Month Euro Interbank Offered Rate (“Euribor”) (a) | | Interest rate cap | | € | 53,986 | | 3.0% | | N/A | | 4/2012 | | 4/2017 | | 36 |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 1,960 | | N/A | | 4.6% | | 5/2012 | | 11/2017 | | (52) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 9,875 | | N/A | | 3.3% | | 6/2012 | | 6/2017 | | (165) |
1-Month LIBOR | | “Pay-fixed” swap | | $ | 9,956 | | N/A | | 1.6% | | 9/2012 | | 10/2020 | | (182) |
| | | | | | | | | | | | | | $ | (5,375) |
___________
(a) Fair value amount is based on the applicable exchange rate at December 31, 2012.
CPA®:16 – Global 2012 10-K — 82
Notes to Consolidated Financial Statements
The interest rate swaps and caps that our unconsolidated jointly-owned investments had outstanding at December 31, 2012 were designated as cash flow hedges and are summarized as follows (currency in thousands):
| | Ownership | | | | | | | | | | Effective | | | | | | |
| | Interest at | | | | Notional | | Cap | | | | Interest | | Effective | | Expiration | | Fair Value at |
Description | | December 31, 2012 | | Type | | Amount | | Rate | | Spread | | Rate | | Date | | Date | | December 31, 2012 |
3-Month LIBOR (a) | | 25.0% | | “Pay-fixed swap” | | € | 112,454 | | N/A | | N/A | | 5.0%-5.6% | | 7/2006-4/2008 | | 10/2015-7/2016 | | $ | (16,601) |
3-Month LIBOR | | 27.3% | | Interest rate cap | | $ | 119,260 | | 4% | | 1.2% | | N/A | | 8/2009 | | 8/2014 | | 1 |
3-Month Euribor (a) | | 35.0% | | “Pay-fixed swap” | | € | 15,970 | | N/A | | N/A | | 0.9% | | 4/2012 | | 7/2013 | | (86) |
| | | | | | | | | | | | | | | | | | $ | (16,686) |
___________
(a) Fair value amounts are based on the applicable exchange rate at December 31, 2012.
Foreign Currency Contracts
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. This reduces our overall exposure to the actual equity that we have invested and the equity portion of our cash flow. However, 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.
In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts and collars. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into forward contracts, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency. These instruments guarantee that the exchange rate will not fluctuate beyond the range of the options’ strike prices.
The following table presents the foreign currency derivative contracts we had outstanding and their designations at December 31, 2012 (currency in thousands, except strike price):
| | Notional | | Strike | | Effective | | Expiration | | Fair Value at |
Type | | Amount | | Price | | Date | | Date | | December 31, 2012 (a) |
Collars | | € | 2,262 | | $ | 1.40 - 1.42 | | 9/2011 | | 3/2013 | | $ | 172 | |
Forward contracts | | 53,550 | | 1.28 - 1.30 | | 5/2012 | | 6/2013 - 6/2017 | | (2,300 | ) |
Forward contracts | | 9,800 | | 1.35 | | 12/2012 | | 9/2017 - 3/2018 | | (61 | ) |
| | € | 65,612 | | | | | | | | $ | (2,189 | ) |
| | | | | | | | | | | | | | |
___________
(a) Amounts are based on the applicable exchange rate at December 31, 2012.
Embedded Credit Derivative
In connection with our April 2007 investment in a portfolio of German properties (Hellweg 2 transaction) through an entity in which we have a total effective ownership interest of 26% and which we consolidate, we obtained non-recourse mortgage financing for 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 entity, 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 an embedded credit derivative.
CPA®:16 – Global 2012 10-K — 83
Notes to Consolidated Financial Statements
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 Other comprehensive income (loss) related to interest rate swaps will be reclassified to interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency contracts will be reclassified to Other income and (expenses) when the hedged foreign currency proceeds from foreign operations are repatriated to the U.S. At December 31, 2012, we estimate that an additional $1.2 million will be reclassified as interest expense during the next 12 months related to our interest rate swaps and caps and $0.2 million will be reclassified to Other income and (expenses) related to our foreign currency contracts and collars.
We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of December 31, 2012. At December 31, 2012, both our total credit exposure, inclusive of noncontrolling interest, and the maximum exposure to any single counterparty was $0.1 million.
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 December 31, 2012, 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 $7.9 million and $4.3 million at December 31, 2012 and 2011, respectively, which included accrued interest and any adjustment for nonperformance risk. If we had breached any of these provisions at either December 31, 2012 or 2011, we could have been required to settle our obligations under these agreements at their aggregate termination value of $8.5 million or $4.7 million, respectively.
CPA®:16 – Global 2012 10-K — 84
Notes to Consolidated Financial Statements
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 fourth quarter of 2012, 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 share of equity investments or noncontrolling interests.
| | December 31, 2012 |
Region: | | |
Total U.S. | | 66% |
Germany | | 16% |
Other Europe | | 15% |
Total Europe | | 31% |
Other international | | 3% |
Total international | | 34% |
Total | | 100% |
| | |
Asset Type: | | |
Industrial | | 37% |
Warehouse/Distribution | | 23% |
Retail | | 18% |
Office | | 14% |
All other | | 8% |
Total | | 100% |
| | |
Tenant Industry: | | |
Retail | | 26% |
All other | | 74% |
Total | | 100% |
| | |
Tenant: | | |
Hellweg Die Profi-Baumarkte (Germany) (Retail industry) | | 12% |
There were no significant concentrations, individually or in the aggregate, related to our unconsolidated jointly-owned investments.
Note 11. Debt
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 $2.4 billion and $2.2 billion at December 31, 2012 and 2011, respectively. Our mortgage notes payable had fixed annual interest rates ranging from 4.4% to 7.8% and variable annual effective interest rates ranging from 1.1% to 6.9%, with maturity dates ranging from 2014 to 2031, at December 31, 2012.
During 2012, we obtained new non-recourse mortgage financing totaling $50.1 million, with a weighted-average annual interest rate and term of 4.8% and 8.1 years, respectively. Of the total financing, $21.0 million bears interest at a variable rate that has been effectively converted to a fixed annual interest rate through the use of an interest rate swap.
During 2012, we refinanced maturing non-recourse mortgage loans totaling $22.0 million with new non-recourse financing totaling $25.5 million and a weighted-average annual interest rate and term of 5.0% and 6.9 years, respectively. Of the total financing, $10.0
CPA®:16 – Global 2012 10-K — 85
Notes to Consolidated Financial Statements
million bears interest at a variable rate that has been effectively converted to a fixed annual interest rate through the use of an interest rate swap. We recognized a net gain on extinguishment of debt of $0.2 million related to the refinancings.
During 2012, we entered into an arrangement with one our lenders on a non-recourse financing that enabled us to repay the outstanding indebtedness of approximately $10.0 million for cash of approximately $8.7 million at a discount. As part of this arrangement, we have a contingent obligation to pay the lender any proceeds received from a sale of the previously-collateralized property in excess of $6.0 million within two years. We have accounted for this as a troubled debt restructuring in accordance with ASC 470-60, Troubled Debt Restructurings By Debtors. Accordingly, we have not recognized a gain on the discounted payoff, but we will record such amount upon expiration of the contingent obligation.
In May 2012, we modified and partially extinguished the non-recourse mortgage loan outstanding related to our Hellweg 2 investment, which had a total balance of $352.3 million at the time of extinguishment. We recognized a gain on extinguishment of debt of $5.8 million.
Additionally, during 2012, in connection with the repayment of several non-recourse mortgages, we recognized a net loss on extinguishment of debt of $0.5 million.
At December 31, 2012, one of our property-owning subsidiaries was in default on one of its non-recourse mortgage obligations with an outstanding balance of $3.7 million. The property encumbered by this mortgage obligation was not included in the borrowing base pool for our line of credit, as described below.
In connection with obtaining our line of credit during the second quarter of 2011, as described below, we defeased eight loans with an aggregate fair value of $68.5 million and incurred a $2.5 million net loss on extinguishment of debt for year ended December 31, 2011.
Line of Credit
On May 2, 2011, we entered into the Credit Agreement with several banks, including Bank of America, N.A., which acts as the administrative agent. CPA 16 Merger Sub is the borrower, and we and the Operating Partnership are guarantors. On August 1, 2012, we amended the Credit Agreement to reduce the amount available under the secured revolving credit facility from $320.0 million to $225.0 million, to reduce our annual interest rate from LIBOR plus 3.25% to LIBOR plus 2.50%, and to decrease the number of properties in our borrowing base pool. The Credit Agreement is scheduled to mature on August 1, 2015, with an option by CPA 16 Merger Sub to extend the maturity date for an additional 12 months subject to the conditions provided in the Credit Agreement. We incurred costs of $1.1 million to amend 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 December 31, 2012, availability under the line was $210.3 million, of which we had drawn $143.0 million.
The Credit Agreement is fully recourse to us and contains customary affirmative and negative covenants, including covenants that restrict us 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 distributions, enter into certain transactions with affiliates, and change the nature of our business or fiscal year. In addition, the Credit Agreement contains customary events of default.
The Credit Agreement stipulates certain financial covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. We were in compliance with these covenants at December 31, 2012.
CPA®:16 – Global 2012 10-K — 86
Notes to Consolidated Financial Statements
Scheduled debt principal payments during each of the next five years following December 31, 2012 and thereafter are as follows (in thousands):
Years Ending December 31, | | Total (a) |
2013 | | $ | 44,457 |
2014 | | 102,569 |
2015 (b) | | 301,905 |
2016 | | 246,664 |
2017 | | 636,196 |
Thereafter through 2031 | | 460,301 |
| | 1,792,092 |
Unamortized discount, net (c) | | (4,912) |
Total | | $ | 1,787,180 |
___________
(a) Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2012.
(b) Includes $143.0 million outstanding under our Credit Agreement, which is scheduled to mature in 2015, unless extended pursuant to its terms.
(c) Represents the fair value adjustment of $6.3 million resulting from the assumption of property-level debt in connection with the Merger, partially offset by a $1.4 million unamortized discount on a non-recourse loan that we repurchased from the lender.
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
The following table summarizes impairment charges recognized on our consolidated and unconsolidated real estate investments for all periods presented (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Net investments in properties (a) | | $ | 8,809 | | $ | 7,515 | | $ | 2,835 |
Net investments in direct financing leases | | 303 | | 2,317 | | 6,759 |
Total impairment charges included in expenses | | 9,112 | | 9,832 | | 9,594 |
Equity investments in real estate (b) | | 6,879 | | 3,833 | | 1,046 |
Total impairment charges included in income from continuing operations | | 15,991 | | 13,665 | | 10,640 |
Impairment charges included in discontinued operations | | 6,946 | | 13,831 | | 214 |
Total impairment charges | | $ | 22,937 | | $ | 27,496 | | $ | 10,854 |
(a) Includes impairment charges recognized on intangible assets related to net investments in properties during the year ended December 31, 2012 (Note 9).
(b) Other-than-temporary impairment charges on our equity investments in real estate are included in Income from equity investments in real estate within the consolidated financial statements.
Significant impairment charges, and their related triggering events, recognized during the years ended December 31, 2012, 2011, and 2010 were as follows:
Real Estate
For further details about our Net investments in properties, refer to Note 5.
CPA®:16 – Global 2012 10-K — 87
Notes to Consolidated Financial Statements
2012 — During 2012, we recognized impairment charges totaling $8.8 million on several properties in order to reduce their carrying values to their estimated fair values due to a tenant liquidation, anticipated sales of the properties, and declines in market conditions. At December 31, 2012, these properties were classified as Net investment in properties in the consolidated financial statements.
2011 — During 2011, we recognized an impairment charge of $7.5 million on a property in order to reduce the carrying value of the property to its estimated fair value due to the tenant vacating the property. At December 31, 2012, this property was classified as Net investment in properties in the consolidated financial statements.
2010 — During 2010, we recognized impairment charges of $9.6 million, inclusive of amounts attributable to noncontrolling interests of $2.5 million, on several properties in order to reduce their carrying values to their estimated fair values based on a potential sale of a property, which was ultimately not consummated, or in connection with other-than-temporary declines in the estimated fair values of the properties’ residual values. At December 31, 2012, the buildings were classified as Net investments in direct financing leases and the land was classified as Net investments in properties in the consolidated financial statements.
Direct Financing Leases
For further details about our Net investments in direct financing leases, refer to Note 6.
2012 — During 2012, we recognized impairment charges totaling $0.3 million, inclusive of amounts attributable to noncontrolling interests of less than $0.1 million, on several properties accounted for as Net investments in direct financing leases in connection with other-than-temporary declines in the estimated fair value of the properties’ residual values.
2011 — During 2011, we recognized impairment charges totaling $2.3 million, inclusive of amounts attributable to noncontrolling interests of $0.1 million, on several properties accounted for as Net investments in direct financing leases in connection with other-than-temporary declines in the estimated fair value of the properties’ residual values.
Equity Investments in Real Estate
For further details about our Equity investments in real estate, refer to Note 7.
2012 — During 2012, we recognized other-than-temporary impairment charges totaling $6.9 million on two jointly-owned investments in order to reduce the carrying values of our jointly-owned investments in properties to their estimated fair values, due to a tenant giving notice that it will not renew its lease and a decline in market conditions. The investments were consolidated by CPA®:15 prior to the WPC/CPA®:15 Merger. As part of the WPC/CPA®:15 Merger, all of CPA®:15’s assets were valued by a third party (Note 7).
2011 — During 2011, we recognized an other-than-temporary impairment charge of $3.8 million on a jointly-owned investment in order to reduce the carrying values of several properties held by the jointly-owned investment to their estimated fair values based on a potential sale of the properties, which was ultimately consummated.
2010 — During 2010, we recognized other-than-temporary impairment charges totaling $1.0 million on two jointly-owned investments to reflect declines in the estimated fair values of each jointly-owned investments’ underlying net assets in comparison with the carrying values of our interests.
Properties Sold
For further details about properties sold, refer to Note 17.
2012 — During 2012, we recognized impairment charges of $6.9 million on several properties in order to reduce their carrying values to their estimated fair values based on potential sales of the properties, which were ultimately consummated. The results of operations for these properties are included in (Loss) income from discontinued operations, net of tax in the consolidated financial statements.
2011 — During 2011, we recognized impairment charges totaling $13.8 million, inclusive of amounts attributable to noncontrolling interests of less than $0.1 million, on several properties in order to reduce their carrying values to their estimated fair values based on the tenants filing for bankruptcy. These impairment charges included $12.4 million incurred in connection with several properties formerly leased to International Aluminum Corp. In August 2011, we suspended debt service payments on the related non-recourse mortgage loan and the court appointed a receiver to take possession of the properties. As we no longer had control over the activities
CPA®:16 – Global 2012 10-K — 88
Notes to Consolidated Financial Statements
that most significantly impacted the economic performance of this subsidiary following possession by the receiver, we deconsolidated the subsidiary during the third quarter of 2011 and, under accounting guidance that existed at that time, recognized a gain on deconsolidation of $1.2 million. The results of operations for these properties are included in (Loss) income from discontinued operations, net of tax in the consolidated financial statements.
2010 — During 2010, we recognized impairment charges totaling $0.2 million on several properties accounted for as Net investments in direct financing leases in connection with other-than-temporary declines in the estimated fair value of the properties’ residual values. The results of operations for the properties are included in (Loss) income from discontinued operations, net of tax in the consolidated financial statements.
Note 14. Equity
Distributions
Distributions paid to stockholders consist of ordinary income, capital gains, return of capital, or a combination thereof for income tax purposes. The following table presents annualized distributions per share reported for tax purposes and serves as a designation of capital gain distributions, if applicable, pursuant to Internal Revenue Code Section 857(b)(3)(C) and Treasury Regulation § 1.857-6(e):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Ordinary income | | $ | 0.3168 | | $ | 0.4107 | | $ | 0.1320 |
Return of capital | | 0.3373 | | - | | 0.5304 |
Capital gains | | - | | 0.2535 | | - |
Total distributions | | $ | 0.6541 | | $ | 0.6642 | | $ | 0.6624 |
We declared a quarterly distribution of $0.1668 per share in December 2011, which was paid in January 2012 to stockholders of record at December 31, 2011 and of which 8.6% was deemed a taxable distribution for the year ended December 31, 2011.
We declared a quarterly distribution of $0.1676 per share in December 2012, which was paid in January 2013 to stockholders of record at December 31, 2012.
The following table presents distributions per share reported for tax purposes of CPA 16 Merger Sub, which was formed in 2011:
| | Years Ended December 31, |
| | 2012 | | 2011 |
Ordinary income | | $ | 0.3382 | | $ | 0.2978 |
Return of capital | | 0.1634 | | - |
Capital gains | | - | | 0.2197 |
Total distributions | | $ | 0.5016 | | $ | 0.5175 |
| | | | | | | | |
CPA®:16 – Global 2012 10-K — 89
Notes to Consolidated Financial Statements
Transfer from Noncontrolling Interest
The following table presents a reconciliation of the effect of a transfer in noncontrolling interest (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Net income attributable to CPA®:16 – Global stockholders | | $ | 18,066 | | $ | 9,500 | | $ | 32,007 |
Transfer from noncontrolling interest | | | | | | |
Increase in CPA®:16 – Global’s additional paid-in capital through the Merger | | - | | 3,543 | | - |
Change to net income attributable to CPA®:16 – Global stockholders and transfer from noncontrolling interest | | $ | 18,066 | | $ | 13,043 | | $ | 32,007 |
Accumulated Other Comprehensive Loss
The following table presents Accumulated other comprehensive loss in equity. Amounts include our proportionate share of other comprehensive income or loss from our unconsolidated investments (in thousands):
| | December 31, |
| | 2012 | | 2011 |
Unrealized gain on marketable securities | | $ | (10) | | $ | (53) |
Foreign currency translation adjustment | | (22,092) | | (28,387) |
Unrealized loss on derivative instrument | | (10,452) | | (4,601) |
Unrealized loss on marketable securities attributable to noncontrolling interests | | (21) | | (21) |
Reclassification of cumulative foreign currency translation adjustment due to Carrefour acquisition (Note 5) | | 5,532 | | 5,532 |
Accumulated other comprehensive loss | | $ | (27,043) | | $ | (27,530) |
Note 15. Noncontrolling Interests
Noncontrolling interest is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. There were no changes in our ownership interest in any of our consolidated subsidiaries for the year ended December 31, 2012.
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.
The following table presents a reconciliation of redeemable noncontrolling interests (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Beginning balance | | $ | 21,306 | | $ | 21,805 | | $ | 337,397 |
Foreign currency translation adjustment | | 441 | | (499) | | (18,329) |
Reduction in noncontrolling interest due to Hellweg 2 option exercise (Note 6) | | - | | - | | (297,263) |
Ending balance | | $ | 21,747 | | $ | 21,306 | | $ | 21,805 |
Note 16. 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,
CPA®:16 – Global 2012 10-K — 90
Notes to Consolidated Financial Statements
we are permitted to deduct distributions paid to our stockholders 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 (primarily Germany), 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 ASC 740, Income Taxes. The following table presents a reconciliation of the beginning and ending amount of unrecognized tax benefits (in thousands):
| | Years Ended December 31, |
| | 2012 | | 2011 |
Balance at beginning of year | | $ | 1,150 | | $ | 491 |
Addition of CPA®:14 unrecognized tax benefit prior to Merger | | - | | 409 |
Additions based on tax positions related to the current year | | 374 | | 241 |
Additions for tax positions of prior years | | - | | 95 |
Reductions for tax positions of prior years | | - | | (8) |
Reductions for expiration of statute of limitations | | (191) | | (78) |
Balance at end of year | | $ | 1,333 | | $ | 1,150 |
At December 31, 2012, we had unrecognized tax benefits as presented in the table above that, if recognized, would have a favorable impact on the effective income tax rate in future periods. We recognize interest and penalties related to uncertain tax positions in income tax expense. At both December 31, 2012 and 2011, we had $0.1 million of accrued interest related to uncertain tax positions.
Our provision for income taxes was $10.9 million, $11.6 million, and $4.8 million for the years ended December 31, 2012, 2011, and 2010, respectively. Our current year provision is comprised primarily of our current foreign tax provision totaling $9.8 million, of which $5.0 million relates to our Hellweg 2 investment, $2.5 million relates to the Carrefour properties acquired in the Merger, and $0.9 million relates to various German investments. We have no material federal income tax provision or deferred tax provision.
As of December 31, 2012 and 2011, we had net operating losses (“NOL”) in foreign jurisdictions of approximately $38.5 million and $22.2 million, respectively, translating to a deferred tax asset before valuation allowance of $9.0 million and $5.5 million, respectively. Our NOLs began expiring in 2011 in certain foreign jurisdictions. The utilization of NOLs may be subject to certain limitations under the tax laws of the relevant jurisdiction. Management determined that as of December 31, 2012 and 2011, $9.0 million and $5.5 million, respectively, of deferred tax assets related to losses in foreign jurisdictions did not satisfy the recognition criteria set forth in accounting guidance for income taxes and established valuation allowances for these amounts.
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 2012 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 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. One of these subsidiaries operated at a loss since inception until it became profitable in the fourth quarter of 2011. We have recorded a full valuation allowance for this subsidiary’s NOL carry-forwards. The other subsidiary became profitable in the first quarter of 2009, and therefore we have recorded a tax provision for this subsidiary.
Note 17. Discontinued Operations
From time to time, we decide to sell a property. We may make a decision to dispose of a property when it is vacant as a result of tenants vacating space, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. When it is appropriate to do so, upon the evaluation of the disposition 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.
CPA®:16 – Global 2012 10-K — 91
Notes to Consolidated Financial Statements
The results of operations for properties that are held for sale or have been sold and with which we have no continuing involvement are reflected in the consolidated financial statements as discontinued operations and are summarized as follows (in thousands, net of tax):
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Revenues | | $ | 3,442 | | $ | 9,223 | | $ | 6,872 |
Expenses | | (3,848) | | (9,225) | | (5,789) |
(Loss) gain on sale of real estate | | (4,087) | | 81 | | - |
(Loss) gain on extinguishment of debt | | (356) | | 672 | | 7,961 |
Impairment charges | | (6,946) | | (13,831) | | (214) |
(Loss) income from discontinued operations | | $ | (11,795) | | $ | (13,080) | | $ | 8,830 |
2012 — During 2012, we sold 11 domestic properties for $24.9 million, net of selling costs, and recognized a net loss on the sales totaling $4.1 million and a net loss on the extinguishment of debt totaling $0.4 million, excluding impairment charges totaling $6.9 million recognized during the current year and $1.2 million previously recognized during 2011. The net gain on the extinguishment of debt excluded net loss on the extinguishment of debt of $0.1 million previously recognized during 2011.
In January 2012, we restructured our lease with PRG so as to extend the lease term to June 2029 and also give PRG the option to purchase the property at predetermined dates and prices during the lease term. If PRG does not exercise its purchase option, the property transfers to the tenant for $1 at the end of the lease term. The restructured lease is accounted for as a sales-type lease due to the automatic transfer of title at the end of the lease. At December 31, 2012, this asset was classified as Notes receivable in our consolidated balance sheet (Note 6).
2011 — During 2011, we sold 27 properties, of which the results of operations of 25 properties are reflected as discontinued operations in the consolidated financial statements. These 25 properties were sold for $129.9 million, net of selling costs, and we recognized a net loss on the sales totaling less than $0.1 million and a net gain on the extinguishment of debt totaling $0.8 million, excluding impairment charges totaling $12.6 million recognized during 2011 and $0.2 million previously recognized during 2010.
The sales included the sale by a jointly-owned investment in which we and CPA®:15 held interests of 70% and 30%, respectively, and which we consolidate, of several properties leased to PETsMART for $74.0 million in July 2011. Our share of the sale price was approximately $51.8 million. The investment used a portion of the sale proceeds to defease the non-recourse mortgage loan totaling $25.1 million on the related properties, of which our share was $17.6 million. As our interest was acquired at fair value through the Merger in May 2011, the disposition did not result in a gain or loss. Rather, the difference between our initial provisional carrying amount and sales price was considered a measurement period adjustment (Note 3).
(Loss) income from discontinued operations, net of tax included activity related to the deconsolidation of a subsidiary which leased properties to International Aluminum Corp. In May 2011, International Aluminum Corp. filed for bankruptcy protection and terminated their lease with us in bankruptcy proceedings. In August 2011, we suspended debt service payments on the related non-recourse mortgage loan and the court appointed a receiver to take possession of the properties. As we no longer had control over the activities that most significantly impacted the economic performance of this subsidiary following possession by the receiver, we deconsolidated the subsidiary during the third quarter of 2011. At the date of deconsolidation, the property had a carrying value of $38.1 million, reflecting the impact of impairment charges totaling $12.4 million recognized during the second quarter of 2011, and the related non-recourse mortgage loan had an outstanding balance of $38.7 million. In connection with this deconsolidation, and under accounting guidance that existed at that time, we recognized a gain of $1.2 million, which is included in Gain on extinguishment of debt from discontinued operations in the consolidated financial statements.
2010 — During 2010, we foreclosed on a property which was subsequently sold by the bank to a third party for $2.0 million and recognized a net gain on the extinguishment of debt of $0.9 million.
(Loss) income from discontinued operations, net of tax included activity related to the deconsolidation of a subsidiary which leased a property to Goertz & Schiele Corp. We suspended debt service payments on the related non-recourse debt obligation after our tenant, Goertz & Schiele Corp., ceased making rent payments to us. Goertz & Schiele Corp. had filed for bankruptcy and, in January 2010, terminated its lease with us in bankruptcy proceedings, and we subsequently consented to a court order appointing a receiver. As we no longer had control over the activities that most significantly impact the economic performance of this subsidiary following possession by the receiver, we deconsolidated the subsidiary during the first quarter of 2010. At the date of deconsolidation, the property had a carrying value of $5.9 million and the non-recourse mortgage loan had an outstanding balance of $13.3 million. In
CPA®:16 – Global 2012 10-K — 92
Notes to Consolidated Financial Statements
connection with this deconsolidation, and under accounting guidance that existed at that time, we recognized a gain of $7.1 million, inclusive of amounts attributable to noncontrolling interests 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.
Note 18. Segment Information
We have determined that we operate in one reportable segment, real estate ownership, with domestic and foreign investments. Geographic information for this segment is as follows (in thousands):
Year Ended December 31, 2012 | | Domestic | | Foreign (a) | | Total Company |
Revenues | | $ | 217,120 | | $ | 106,049 | | $ | 323,169 |
Total long-lived assets (b) | | 2,126,513 | | 1,082,465 | | 3,208,978 |
| | | | | | |
Year Ended December 31, 2011 | | Domestic | | Foreign (a) | | Total Company |
Revenues | | $ | 190,699 | | $ | 118,966 | | $ | 309,665 |
Total long-lived assets (b) | | 2,275,279 | | 1,107,162 | | 3,382,441 |
| | | | | | |
Year Ended December 31, 2010 | | Domestic | | Foreign (a) | | Total Company |
Revenues | | $ | 127,195 | | $ | 101,385 | | $ | 228,580 |
Total long-lived assets (b) | | 1,306,055 | | 970,927 | | 2,276,982 |
___________
(a) Consists of operations in the European Union (primarily Germany), Canada, Mexico, Malaysia, and Thailand.
(b) Consists of Net investments in properties; Net investments in direct financing leases; Equity investments in real estate; Assets held for sale; and Intangible assets, net, as applicable.
CPA®:16 – Global 2012 10-K — 93
Notes to Consolidated Financial Statements
Note 19. Selected Quarterly Financial Data (Unaudited)
(Dollars in thousands, except per share amounts):
| | Three Months Ended |
| | March 31, 2012 | | June 30, 2012 | | September 30, 2012 | | December 31, 2012 |
Revenues (a) | | $ | 82,832 | | $ | 81,946 | | $ | 79,074 | | $ | 79,317 |
Expenses (a) | | (43,638) | | (43,461) | | (42,220) | | (51,323) |
Net income | | 11,448 | | 18,353 | | 4,183 | | 7,466 |
Less: Net income attributable to noncontrolling interests | | (3,773) | | (9,825) | | (4,187) | | (7,791) |
Less: Net (income) loss attributable to redeemable noncontrolling interests | | (355) | | (551) | | (385) | | 3,483 |
Net income (loss) attributable to CPA®:16 – Global stockholders | | 7,320 | | 7,977 | | (389) | | 3,158 |
Earnings per share attributable to CPA®:16 – Global stockholders | | 0.03 | | 0.04 | | - | | 0.02 |
| | | | | | | | |
Distributions declared per share | | 0.1670 | | 0.1672 | | 0.1674 | | 0.1676 |
| | | | | | | | |
| | Three Months Ended |
| | March 31, 2011 (b) | | June 30, 2011 | | September 30, 2011 | | December 31, 2011 |
Revenues (a) | | $ | 58,673 | | $ | 79,933 | | $ | 84,798 | | $ | 86,261 |
Expenses (a) | | (32,497) | | (83,127) | | (43,841) | | (51,859) |
Net income (loss) | | 7,783 | | (18,324) | | 25,720 | | 6,114 |
Less: Net income attributable to noncontrolling interests | | (1,960) | | (1,391) | | (2,447) | | (4,093) |
Less: Net income attributable to redeemable noncontrolling interests | | (421) | | (456) | | (510) | | (515) |
Net income (loss) attributable to CPA®:16 – Global stockholders | | 5,402 | | (20,171) | | 22,763 | | 1,506 |
Earnings (loss) per share attributable to CPA®:16 – Global stockholders | | 0.04 | | (0.12) | | 0.11 | | 0.02 |
| | | | | | | | |
Distributions declared per share | | 0.1656 | | 0.1656 | | 0.1662 | | 0.1668 |
__________
(a) Certain amounts from previous quarters have been retrospectively adjusted as discontinued operations (Note 17).
(b) The results of operations for the first quarter of 2011 do not reflect the impact of the Merger.
Note 20. Pro Forma Financial Information (Unaudited)
The following consolidated pro forma financial information has been presented as if the Merger had occurred on January 1, 2010 for the years ended December 31, 2011 and 2010. 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.
CPA®:16 – Global 2012 10-K — 94
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts):
| | Years Ended December 31, |
| | 2011 | | 2010 |
Pro forma total revenues (a) | | $ | 340,781 | | $ | 344,953 |
| | | | |
Pro forma income from continuing operations | | 58,233 | | 82,019 |
Less: Income from continuing operations attributable to noncontrolling interests | | (14,301) | | (23,856) |
Pro forma income from continuing operations attributable to CPA®:16 – Global stockholders (b) | | $ | 43,932 | | $ | 58,163 |
Pro forma earnings per share: (c) | | | | |
Income from continuing operations attributable to CPA®:16 – Global stockholders | | $ | 0.22 | | $ | 0.29 |
___________
(a) Amounts for both the years ended December 31, 2011 and 2010 include results of operations for the 11 properties sold during 2012.
(b) The pro forma income from continuing operations attributable to CPA®:16 – Global stockholders reflects expenses incurred related to the Merger of approximately $13.6 million for the year ended December 31, 2011.
(c) The pro forma weighted average shares outstanding for each of the years ended December 31, 2011 and 2010 totaled 200,259,685 shares and were determined as if all shares issued since our inception through December 31, 2011 were issued on January 1, 2010.
CPA®:16 – Global 2012 10-K — 95
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Real Estate Under Operating Leases: | | | | | | | | | | | | | | | | | | | | | | |
Industrial, warehouse/distribution, and office facilities in Englewood, CA and industrial facility in Chandler, AZ | $ | | 6,774 | | $ | 3,380 | | $ | 8,885 | $ | | - | $ | | 3 | | $ | 3,380 | | $ | 8,888 | | $ | 12,268 | $ | | 1,898 | | Jun. 2004 | | 40 yrs. |
Industrial and office facilities in Hampton, NH | | 12,558 | | 9,800 | | 19,960 | | - | | (14,952) | | 4,454 | | 10,354 | | 14,808 | | 3,199 | | Jul. 2004 | | 40 yrs. |
Land in Alberta, Calgary, Canada | | 1,396 | | 2,247 | | - | | - | | 699 | | 2,946 | | - | | 2,946 | | - | | Aug. 2004 | | N/A |
Office facility in Tinton Falls, NJ | | 8,030 | | 1,700 | | 12,934 | | - | | - | | 1,700 | | 12,934 | | 14,634 | | 2,681 | | Sep. 2004 | | 40 yrs. |
Industrial facility in The Woodlands, TX | | 22,838 | | 6,280 | | 3,551 | | 27,331 | | - | | 6,280 | | 30,882 | | 37,162 | | 5,637 | | Sep. 2004 | | 40 yrs. |
Office facility in Southfield, MI | | 7,508 | | 1,750 | | 14,384 | | - | | - | | 1,750 | | 14,384 | | 16,134 | | 2,862 | | Jan. 2005 | | 40 yrs. |
Industrial facility in Cynthiana, KY | | 3,414 | | 760 | | 6,885 | | 524 | | 2 | | 760 | | 7,411 | | 8,171 | | 1,428 | | Jan. 2005 | | 40 yrs. |
Industrial facility in Buffalo Grove, IL | | 8,146 | | 2,120 | | 12,468 | | - | | - | | 2,120 | | 12,468 | | 14,588 | | 2,480 | | Jan. 2005 | | 40 yrs. |
Office and industrial facilities in Lumlukka, Thailand and warehouse/distribution and office facilities in Udom Soayudh Road, Thailand | | 15,471 | | 8,942 | | 10,547 | | 6,174 | | 6,553 | | 11,150 | | 21,066 | | 32,216 | | 4,036 | | Jan. 2005 | | 40 yrs. |
Industrial facility in Allen, TX and office facility in Sunnyvale, CA | | 12,778 | | 10,960 | | 9,933 | | - | | - | | 10,960 | | 9,933 | | 20,893 | | 1,956 | | Feb. 2005 | | 40 yrs. |
Industrial facilities in Sandersville, GA; Erwin, TN; and Gainsville, TX | | 2,859 | | 1,190 | | 5,961 | | - | | (1,376) | | 570 | | 5,205 | | 5,775 | | 1,025 | | Feb. 2005 | | 40 yrs. |
Office facility in Piscataway, NJ | | 72,131 | | 19,000 | | 70,490 | | - | | (308) | | 18,692 | | 70,490 | | 89,182 | | 13,730 | | Mar. 2005 | | 40 yrs. |
Land in Stuart, FL; Trenton and Southwest Harbor, ME; and Portsmouth, RI | | 9,351 | | 20,130 | | - | | - | | (2,835) | | 17,295 | | - | | 17,295 | | - | | May 2005 | | N/A |
Industrial facilities in Peru, IL; Huber Heights, Lima, and Sheffield, OH; and Lebanon, TN; and an office facility in Lima, OH | | 15,525 | | 1,720 | | 23,439 | | - | | - | | 1,720 | | 23,439 | | 25,159 | | 4,468 | | May 2005 | | 40 yrs. |
Industrial facility in Cambridge, Canada | | 6,242 | | 800 | | 8,158 | | - | | 2,309 | | 1,017 | | 10,250 | | 11,267 | | 1,953 | | May 2005 | | 40 yrs. |
Education facility in Nashville, TN | | 5,839 | | 200 | | 8,485 | | 140 | | - | | 200 | | 8,625 | | 8,825 | | 1,613 | | Jun. 2005 | | 40 yrs. |
Industrial facility in Ramos Arizpe, Mexico | | - | | 390 | | 3,227 | | 6 | | 2 | | 390 | | 3,235 | | 3,625 | | 603 | | Jul. 2005 | | 40 yrs. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CPA®:16 – Global 2012 10-K — 96
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Warehouse/distribution facility in Norwich, CT | | 12,991 | | 1,400 | | 6,698 | | 28,357 | | 2 | | 2,600 | | 33,857 | | 36,457 | | 5,797 | | Aug. 2005 | | 40 yrs. |
Industrial facility in Glasgow, Scotland | | 6,191 | | 1,264 | | 7,885 | | - | | (5,135) | | 490 | | 3,524 | | 4,014 | | 976 | | Aug. 2005 | | 40 yrs. |
Industrial facility in Aurora, CO | | 3,091 | | 460 | | 4,314 | | - | | (728) | | 460 | | 3,586 | | 4,046 | | 654 | | Sep. 2005 | | 40 yrs. |
Warehouse/distribution facility in Kotka, Finland | | 6,325 | | - | | 12,266 | | - | | 1,122 | | - | | 13,388 | | 13,388 | | 3,176 | | Oct. 2005 | | 29 yrs. |
Warehouse/distribution facility in Plainfield, IN | | 21,150 | | 1,600 | | 8,638 | | 18,185 | | - | | 4,200 | | 24,223 | | 28,423 | | 3,870 | | Nov. 2005 | | 40 yrs. |
Residential facility in Blairsville, PA (d) | | 14,417 | | 648 | | 2,896 | | 23,295 | | - | | 1,046 | | 25,793 | | 26,839 | | 3,620 | | Dec. 2005 | | 40 yrs. |
Residential facility in Laramie, WY (d) | | 16,575 | | 1,650 | | 1,601 | | 21,450 | | - | | 1,650 | | 23,051 | | 24,701 | | 3,308 | | Jan. 2006 | | 40 yrs. |
Warehouse/distribution and industrial facilities in Houston, Weimar, Conroe, and Odessa, TX | | 7,232 | | 2,457 | | 9,958 | | - | | 190 | | 2,457 | | 10,148 | | 12,605 | | 2,507 | | Mar. 2006 | | 20 - 30 yrs. |
Office facility in Greenville, SC | | 9,535 | | 925 | | 11,095 | | - | | 57 | | 925 | | 11,152 | | 12,077 | | 2,282 | | Mar. 2006 | | 33 yrs. |
Retail facilities in Maplewood, Creekskill, Morristown, Summit, and Livingston, NJ | | 32,621 | | 10,750 | | 32,292 | | - | | 98 | | 10,750 | | 32,390 | | 43,140 | | 6,051 | | Apr. 2006 | | 35 - 39 yrs. |
Warehouse/distribution facilities in Alameda, CA and Ringwood, NJ | | 5,539 | | 1,900 | | 5,882 | | - | | (3,351) | | 1,090 | | 3,341 | | 4,431 | | 956 | | Jun. 2006 | | 40 yrs. |
Industrial facility in Amherst, NY | | 9,302 | | 500 | | 14,651 | | - | | - | | 500 | | 14,651 | | 15,151 | | 3,134 | | Aug. 2006 | | 30 yrs. |
Industrial facility in Shah Alam, Malaysia | | 7,920 | | - | | 3,927 | | 3,496 | | 712 | | - | | 8,135 | | 8,135 | | 939 | | Sep. 2006 | | 35 yrs. |
Warehouse/distribution facility in Spanish Fork, UT | | 7,945 | | 1,100 | | 9,448 | | - | | - | | 1,100 | | 9,448 | | 10,548 | | 1,457 | | Oct. 2006 | | 40 yrs. |
Industrial facilities in Georgetown, TX and Woodland, WA | | 3,359 | | 800 | | 4,368 | | 3,693 | | 2,570 | | 1,737 | | 9,694 | | 11,431 | | 1,130 | | Oct. 2006 | | 40 yrs. |
Office facility in Washington, MI | | 28,755 | | 7,500 | | 38,094 | | - | | - | | 7,500 | | 38,094 | | 45,594 | | 5,794 | | Nov. 2006 | | 40 yrs. |
Office and industrial facilities in St. Ingbert and Puttlingen, Germany | | 9,027 | | 1,248 | | 10,921 | | - | | (6,806) | | 475 | | 4,888 | | 5,363 | | 1,012 | | Dec. 2006 | | 40 yrs. |
Warehouse/distribution facilities in Flora, MS and Muskogee, OK | | 3,645 | | 335 | | 5,816 | | - | | - | | 335 | | 5,816 | | 6,151 | | 885 | | Dec. 2006 | | 40 yrs. |
Various transportation and warehouse facilities throughout France | | 28,086 | | 4,341 | | 6,254 | | 4,521 | | 22,805 | | 29,663 | | 8,258 | | 37,921 | | 1,646 | | Dec. 2006, Mar. 2007 | | 30 yrs. |
Industrial facility in Fort Collins, CO | | 8,087 | | 1,660 | | 9,464 | | - | | - | | 1,660 | | 9,464 | | 11,124 | | 1,420 | | Dec. 2006 | | 40 yrs. |
Industrial facility in St. Charles, MO | | 13,075 | | 2,300 | | 15,433 | | - | | - | | 2,300 | | 15,433 | | 17,733 | | 2,315 | | Dec. 2006 | | 40 yrs. |
Industrial facilities in Salt Lake City, UT | | 5,047 | | 2,575 | | 5,683 | | - | | - | | 2,575 | | 5,683 | | 8,258 | | 887 | | Dec. 2006 | | 38 - 40 yrs. |
CPA®:16 – Global 2012 10-K — 97
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Warehouse/distribution facilities in Atlanta, Doraville, and Rockmart, GA | | 56,414 | | 10,060 | | 72,000 | | 6,816 | | - | | 10,060 | | 78,816 | | 88,876 | | 12,440 | | Feb. 2007 | | 30 - 40 yrs. |
Industrial facility in Tuusula, Finland | | 15,010 | | 1,000 | | 16,779 | | 8 | | (127) | | 991 | | 16,669 | | 17,660 | | 2,956 | | Mar. 2007 | | 32 yrs. |
36 retail facilities throughout Germany | | 355,014 | | 83,345 | | 313,770 | | 30,459 | | (10,587) | | 82,626 | | 334,361 | | 416,987 | | 52,674 | | Apr. 2007 | | 30 - 40 yrs. |
Industrial facility in Nashville, TN | | - | | 1,872 | | 14,665 | | - | | (7,886) | | 1,320 | | 7,331 | | 8,651 | | 1,440 | | Jun. 2007, Jul. 2007 | | 28 - 35 yrs. |
Industrial facility in Sacramento, CA | | 29,653 | | - | | 42,478 | | 3 | | - | | - | | 42,481 | | 42,481 | | 5,752 | | Jul. 2007 | | 40 yrs. |
Industrial facility in Guelph, Canada | | 6,277 | | 4,592 | | 3,657 | | - | | (4,368) | | 2,006 | | 1,875 | | 3,881 | | 254 | | Jul. 2007 | | 40 yrs. |
Retail facilities in Wichita, KS and Oklahoma City, OK and warehouse/distribution facility in Wichita, KS | | 7,493 | | 2,090 | | 9,128 | | 8 | | - | | 2,090 | | 9,136 | | 11,226 | | 1,649 | | Jul. 2007 | | 30 yrs. |
Industrial facility in Beaverton, MI | | 1,968 | | 70 | | 3,608 | | - | | 16 | | 70 | | 3,624 | | 3,694 | | 635 | | Oct. 2007 | | 30 yrs. |
Industrial facilities in Evansville, IN; Lawrence, KS; and Baltimore, MD | | 27,352 | | 4,890 | | 78,288 | | - | | (120) | | 4,770 | | 78,288 | | 83,058 | | 13,048 | | Dec. 2007 | | 30 yrs. |
Warehouse/distribution facility in Suwanee, GA | | 15,957 | | 1,950 | | 20,975 | | - | | - | | 1,950 | | 20,975 | | 22,925 | | 2,622 | | Dec. 2007 | | 40 yrs. |
Industrial facilities in Colton, CA; Bonner Springs, KS; and Dallas, TX and land in Eagan, MN | | 22,708 | | 10,430 | | 32,063 | | - | | (764) | | 10,430 | | 31,299 | | 41,729 | | 4,180 | | Mar. 2008 | | 30 - 40 yrs. |
Industrial facility in Ylamylly, Finland | | 9,018 | | 58 | | 14,220 | | 1,519 | | (2,176) | | 49 | | 13,572 | | 13,621 | | 1,472 | | Apr. 2008 | | 40 yrs. |
Industrial facility in Nurieux-Volognat, France | | - | | 1,478 | | 15,528 | | - | | (6,453) | | 1,256 | | 9,297 | | 10,553 | | 1,101 | | Jun. 2008 | | 38 yrs. |
Industrial facility in Windsor, CT | | - | | 425 | | 1,160 | | - | | (188) | | 425 | | 972 | | 1,397 | | 112 | | Jun. 2008 | | 39 yrs. |
Office and industrial facilities in Wolfach, Bunde, and Dransfeld, Germany | | - | | 2,554 | | 13,492 | | - | | (6,260) | | 2,166 | | 7,620 | | 9,786 | | 1,143 | | Jun. 2008 | | 30 yrs. |
Warehouse/distribution facilities in Gyal and Herceghalom, Hungary | | 43,472 | | 12,802 | | 68,993 | | - | | (4,968) | | 11,916 | | 64,911 | | 76,827 | | 8,903 | | Jul. 2009 | | 25 yrs. |
Hospitality facility in Miami Beach, FL | | - | | 6,400 | | 42,156 | | 35,441 | | - | | 6,400 | | 77,597 | | 83,997 | | 4,365 | | Sep. 2009 | | 40 yrs. |
Sports facilities in Salt Lake City, UT and St. Charles, MO | | 3,275 | | 3,789 | | 2,226 | | - | | - | | 3,789 | | 2,226 | | 6,015 | | 128 | | May 2011 | | 40 yrs. |
Fitness and recreational facility in Houston, TX | | 3,859 | | 1,397 | | 1,596 | | - | | - | | 1,397 | | 1,596 | | 2,993 | | 105 | | May 2011 | | 29.7 yrs. |
Land in Scottsdale, AZ | | 6,676 | | 10,731 | | - | | - | | - | | 10,731 | | - | | 10,731 | | - | | May 2011 | | N/A |
Warehouse/distribution facility in Burlington, NJ | | 8,280 | | 4,281 | | 18,565 | | - | | (16,105) | | 951 | | 5,790 | | 6,741 | | 342 | | May 2011 | | 40 yrs. |
CPA®:16 – Global 2012 10-K — 98
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Industrial facility in Albuquerque, NM | | 4,773 | | 1,762 | | 3,270 | | - | | - | | 1,763 | | 3,269 | | 5,032 | | 185 | | May 2011 | | 40 yrs. |
Warehouse/distribution facilities in Champlin, MN; Robbinsville, NJ; Radford, VA; and North Salt Lake City, UT | | 6,411 | | 6,020 | | 18,121 | | - | | (3,191) | | 5,571 | | 15,379 | | 20,950 | | 882 | �� | May 2011 | | 40 yrs. |
Industrial facilities in Welcome, NC; Murrysville, PA; and Wylie, TX | | - | | 5,010 | | 14,807 | | - | | - | | 5,010 | | 14,807 | | 19,817 | | 815 | | May 2011 | | 40 yrs. |
Warehouse/distribution facility in Rock Island, IL | | - | | 2,171 | | 3,421 | | - | | - | | 2,171 | | 3,421 | | 5,592 | | 192 | | May 2011 | | 40 yrs. |
Retail facility in Torrance, CA | | 22,760 | | 4,321 | | 13,405 | | - | | - | | 4,321 | | 13,405 | | 17,726 | | 820 | | May 2011 | | 40 yrs. |
Office facility in Houston, TX | | 4,158 | | 1,606 | | 3,380 | | - | | - | | 1,606 | | 3,380 | | 4,986 | | 190 | | May 2011 | | 40 yrs. |
Industrial facility in Doncaster, United Kingdom | | 5,048 | | 1,831 | | 1,485 | | - | | (153) | | 1,771 | | 1,392 | | 3,163 | | 119 | | May 2011 | | 21.7 yrs. |
Retail and warehouse/distribution facilities in Johnstown and Whitehall, PA | | 4,721 | | 5,296 | | 11,723 | | - | | - | | 5,296 | | 11,723 | | 17,019 | | 754 | | May 2011 | | 30.3 yrs. |
Retail and warehouse/distribution facilities in York, PA | | 9,811 | | 3,153 | | 12,743 | | - | | - | | 3,153 | | 12,743 | | 15,896 | | 687 | | May 2011 | | 40 yrs. |
Industrial facility in Pittsburgh, PA | | - | | 717 | | 9,254 | | - | | - | | 717 | | 9,254 | | 9,971 | | 559 | | May 2011 | | 40 yrs. |
Warehouse/distribution facilities in Harrisburg, NC; Atlanta, GA; Cincinnati, OH; and Elkwood, VA | | - | | 5,015 | | 9,542 | | - | | - | | 5,015 | | 9,542 | | 14,557 | | 531 | | May 2011 | | 40 yrs. |
Warehouse/distribution facilities in Boe, Carpiquet, Mans, Vendin Le Vieil, Lieusaint, Lagnieu, Luneville, and St. Germain de Puy, France | | 71,359 | | 16,575 | | 81,145 | | 127 | | (7,992) | | 14,179 | | 75,676 | | 89,855 | | 5,041 | | May 2011 | | 40 yrs. |
Educational facilities in Chandler, AZ; Fleming Island, FL; Ackworth, GA; Hauppauge and Patchogue, NY; Sugar Land, TX; Hampton, VA; and Silverdale, WA | | - | | 3,827 | | 5,044 | | - | | (698) | | 3,399 | | 4,774 | | 8,173 | | 334 | | May 2011 | | 29.6 yrs. |
Land in Midlothian, VA | | 1,631 | | 2,709 | | - | | - | | - | | 2,709 | | - | | 2,709 | | - | | May 2011 | | N/A |
Retail facilities Fairfax, VA and Lombard, IL | | 11,251 | | 5,650 | | 19,711 | | - | | - | | 5,650 | | 19,711 | | 25,361 | | 1,126 | | May 2011 | | 33.6 yrs. |
Retail facilities in Kennesaw, GA and Leawood, KS | | 14,758 | | 4,420 | | 18,899 | | - | | - | | 4,420 | | 18,899 | | 23,319 | | 1,080 | | May 2011 | | 40 yrs. |
Retail facility in South Tulsa, OK | | 4,735 | | 2,282 | | 2,471 | | - | | - | | 2,282 | | 2,471 | | 4,753 | | 161 | | May 2011 | | 30 yrs. |
Industrial facilities in South Windsor, CT | | - | | 5,802 | | 7,580 | | - | | (3,333) | | 5,170 | | 4,879 | | 10,049 | | 269 | | May 2011 | | N/A |
Industrial and office facilities in Elgin, IL; Bozeman, MT; and Nashville, TN | | 9,561 | | 5,029 | | 6,982 | | - | | - | | 5,029 | | 6,982 | | 12,011 | | 390 | | May 2011 | | 40 yrs. |
CPA®:16 – Global 2012 10-K — 99
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Warehouse/distribution facilities in Lincolnton, NC and Mauldin, SC | | 10,864 | | 3,304 | | 5,935 | | - | | (1,970) | | 2,350 | | 4,919 | | 7,269 | | 265 | | May 2011 | | 40 yrs. |
Warehouse/distribution facilities in Valdosta, GA and Johnson City, TN | | 9,494 | | 3,112 | | 8,451 | | - | | - | | 3,112 | | 8,451 | | 11,563 | | 479 | | May 2011 | | 40 yrs. |
Industrial and warehouse/distribution facilities in Westfield, MA | | - | | 2,048 | | 9,756 | | - | | - | | 2,048 | | 9,756 | | 11,804 | | 537 | | May 2011 | | 34.7 yrs. |
Warehouse/distribution and office facilities in Davenport, IA and Bloomington, MN | | - | | 4,060 | | 8,258 | | - | | - | | 4,061 | | 8,257 | | 12,318 | | 442 | | May 2011 | | 40 yrs. |
Industrial facility in Gorinchem, Netherlands | | 5,050 | | 5,518 | | 1,617 | | - | | (907) | | 4,924 | | 1,304 | | 6,228 | | 52 | | May 2011 | | 40 yrs. |
Educational facilities in Union, NJ; Allentown and Philadelphia, PA; and Grand Prairie, TX | | - | | 3,960 | | 5,055 | | - | | - | | 3,960 | | 5,055 | | 9,015 | | 275 | | May 2011 | | 40 yrs. |
Industrial facility in Salisbury, NC | | 6,892 | | 3,723 | | 4,053 | | - | | - | | 3,723 | | 4,053 | | 7,776 | | 221 | | May 2011 | | 40 yrs. |
Industrial facility in San Clemente, CA | | - | | 3,199 | | 7,694 | | - | | - | | 3,199 | | 7,694 | | 10,893 | | 452 | | May 2011 | | 40 yrs. |
Industrial and office facilities in Plymouth, MI and Twinsburg, OH | | - | | 3,345 | | 10,370 | | - | | (1,259) | | 3,012 | | 9,444 | | 12,456 | | 539 | | May 2011 | | 40 yrs. |
Office facilities in Lindon, UT | | - | | 1,441 | | 3,116 | | - | | - | | 1,441 | | 3,116 | | 4,557 | | 177 | | May 2011 | | 40 yrs. |
Office facility in Lafayette, LA | | 1,960 | | 874 | | 1,137 | | - | | - | | 874 | | 1,137 | | 2,011 | | 63 | | May 2011 | | 40 yrs. |
Industrial facility in Richmond, MO | | 5,734 | | 1,977 | | 2,107 | | - | | - | | 1,977 | | 2,107 | | 4,084 | | 115 | | May 2011 | | 34.8 yrs. |
Warehouse/distribution facility in Dallas, TX | | 6,578 | | 665 | | 3,587 | | - | | - | | 665 | | 3,587 | | 4,252 | | 226 | | May 2011 | | 30.8 yrs. |
Office facility in Turku, Finland | | 35,289 | | 1,950 | | 31,151 | | - | | (3,581) | | 1,740 | | 27,780 | | 29,520 | | 1,378 | | May 2011 | | 40 yrs. |
Industrial, warehouse/distribution, and office facilities in Waterloo, WI | | - | | 3,852 | | 3,384 | | - | | - | | 3,852 | | 3,384 | | 7,236 | | 354 | | May 2011 | | 20.3 yrs. |
Retail facilities in several cities in the following states: Arizona, California, Florida, Illinois, Massachusetts, Maryland, Michigan, and Texas | | 19,585 | | 3,671 | | 9,056 | | - | | - | | 3,671 | | 9,056 | | 12,727 | | 494 | | May 2011 | | 40 yrs. |
Warehouse/distribution, office, and industrial facilities in Perris, CA; Eugene, OR; West Jordan, UT; and Tacoma, WA | | - | | 4,374 | | 5,049 | | - | | - | | 4,375 | | 5,048 | | 9,423 | | 272 | | May 2011 | | 40 yrs. |
Industrial facility in Carlsbad, CA | | - | | 1,233 | | 2,714 | | 1,064 | | - | | 1,233 | | 3,778 | | 5,011 | | 280 | | May 2011 | | 30.8 yrs. |
CPA®:16 – Global 2012 10-K — 100
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | Increase (Decrease) in Net | | Gross Amount at which Carried at Close of Period (c) | | Accumulated | | Date | | Life on which Depreciation in Latest Statement of Income is |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Land | | Buildings | | Total | | Depreciation (c) | | Acquired | | Computed |
Multiplex motion picture theaters in Port St. Lucie and Pensacola, FL | | 7,282 | | 4,837 | | 4,493 | | - | | - | | 4,837 | | 4,493 | | 9,330 | | 248 | | May 2011 | | 40 yrs. |
Theater in Hickory Creek, TX | | - | | 1,923 | | 4,045 | | - | | - | | 1,923 | | 4,045 | | 5,968 | | 228 | | May 2011 | | 34 yrs. |
Industrial facilities in Fort Dodge, IN and Oconomowoc, WI | | 9,859 | | 2,002 | | 6,056 | | - | | - | | 2,002 | | 6,056 | | 8,058 | | 529 | | May 2011 | | 23.5 yrs. |
Industrial facility in Mesa, AZ | | 5,863 | | 3,236 | | 2,681 | | - | | - | | 3,236 | | 2,681 | | 5,917 | | 149 | | May 2011 | | 34.5 yrs. |
Industrial facility in North Amityville, NY | | 8,789 | | 3,657 | | 6,153 | | - | | - | | 3,657 | | 6,153 | | 9,810 | | 356 | | May 2011 | | 40 yrs. |
Warehouse/distribution facilities in Greenville, SC | | - | | 1,413 | | 6,356 | | - | | - | | 1,413 | | 6,356 | | 7,769 | | 452 | | May 2011 | | 27.8 yrs. |
Industrial facilities in Clinton Township, MI and Upper Sandusky, OH | | 8,362 | | 2,575 | | 7,507 | | - | | (969) | | 2,382 | | 6,731 | | 9,113 | | 379 | | May 2011 | | 40 yrs. |
Land in Elk Grove Village, IL | | 1,060 | | 1,911 | | - | | - | | - | | 1,911 | | - | | 1,911 | | - | | May 2011 | | N/A |
Office facility in Houston, TX | | - | | 1,115 | | 5,837 | | - | | - | | 1,115 | | 5,837 | | 6,952 | | 331 | | May 2011 | | 40 yrs. |
Industrial facility in Shelburne, VT | | - | | 1,087 | | 1,626 | | - | | - | | 1,088 | | 1,625 | | 2,713 | | 104 | | May 2011 | | 30.6 yrs. |
Industrial facilities in City of Industry, CA; Florence, KY; Chelmsford, MA; and Lancaster, TX | | - | | 3,743 | | 7,468 | | - | | (671) | | 3,506 | | 7,034 | | 10,540 | | 410 | | May 2011 | | 7 - 40 yrs. |
| | $ | 1,396,839 | | $ | 463,997 | | $ | 1,649,933 | | $ | 212,617 | | $ | (83,077) | | $ | 470,809 | | $ | 1,772,661 | | $ | 2,243,470 | | $ | 242,648 | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CPA®:16 – Global 2012 10-K — 101
SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)
| | | | Initial Cost to Company | | Costs Capitalized Subsequent to | | (Decrease) Increase in Net | | Gross Amount at which Carried at Close of | | Date |
Description | | Encumbrances | | Land | | Buildings | | Acquisition (a) | | Investments (b) | | Period Total | | Acquired |
Direct Financing Method: | | | | | | | | | | | | | | |
Office and industrial facilities in Leeds, United Kingdom | | $ | 14,553 | | $ | 6,908 | | $ | 21,012 | | $ | - | | $ | (1,482) | | $ | 26,438 | | May 2004 |
Industrial facility in Alberta, Calgary, Canada | | 2,133 | | - | | 3,468 | | 41 | | 993 | | 4,502 | | Aug. 2004 |
Industrial facilities in Kearney, MO; Fair Bluff, NC; York, NE; Walbridge, OH; Middlesex Township, PA; Rocky Mount, VA; and Martinsburg, WV; and a warehouse/distribution facility in Fair Bluff, NC | | 13,031 | | 2,980 | | 29,191 | | - | | (1,488) | | 30,683 | | Aug. 2004 |
Retail facilities in Vantaa, Finland and Linkoping, Sweden | | 16,015 | | 4,279 | | 26,628 | | 50 | | (3,409) | | 27,548 | | Dec. 2004 |
Industrial and office facilities in Stuart, FL and industrial facilities in Trenton and Southwest Harbor, ME and Portsmouth, RI | | 17,520 | | - | | 38,189 | | - | | (5,784) | | 32,405 | | May 2005 |
Warehouse/distribution and office facilities in Newbridge, United Kingdom | | 14,104 | | 3,602 | | 21,641 | | 3 | | (3,237) | | 22,009 | | Dec. 2005 |
Office facility in Marktheidenfeld, Germany | | 14,209 | | 1,534 | | 22,809 | | - | | (1,439) | | 22,904 | | May 2006 |
Retail facilities in Socorro, El Paso and Fabens, TX | | 13,464 | | 3,890 | | 19,603 | | 31 | | (2,133) | | 21,391 | | Jul. 2006 |
Various transportation and warehouse facilities in France | | 20,275 | | 23,524 | | 33,889 | | 6,814 | | (38,040) | | 26,187 | | Dec. 2006 |
Industrial facility in Bad Hersfeld, Germany | | 24,355 | | 13,291 | | 26,417 | | 68 | | (3,481) | | 36,295 | | Dec. 2006 |
Retail facility in Gronau, Germany | | 3,961 | | 414 | | 3,789 | | - | | (134) | | 4,069 | | Apr. 2007 |
Industrial facility in St. Ingbert, Germany | | - | | 1,610 | | 29,466 | | - | | (3,658) | | 27,418 | | Aug. 2007 |
Industrial facility in Mt. Carmel, IL | | 2,285 | | 56 | | 3,528 | | - | | (32) | | 3,552 | | Oct. 2007 |
Industrial facility in Elma, WA | | 3,655 | | 1,300 | | 5,261 | | - | | (569) | | 5,992 | | Feb. 2008 |
Industrial facility in Eagan, MN | | 4,626 | | - | | 8,267 | | - | | (618) | | 7,649 | | Mar. 2008 |
Industrial facility in Monheim, Germany | | - | | 2,210 | | 10,654 | | - | | (3,188) | | 9,676 | | Jun. 2008 |
Office facility in Scottsdale, AZ | | 26,885 | | - | | 43,779 | | - | | (566) | | 43,213 | | May 2011 |
Industrial facility in Dallas, TX | | - | | 2,160 | | 10,770 | | - | | (27) | | 12,903 | | May 2011 |
Industrial and manufacturing facilities in Old Fort and Albemarie, NC; Holmesville, OH and Springfield, TN | | 9,875 | | 6,801 | | 21,559 | | - | | (169) | | 28,191 | | May 2011 |
Multiplex theater facility in Midlothian, VA | | 9,123 | | - | | 15,781 | | - | | (630) | | 15,151 | | May 2011 |
Educational facility in Mooresville, NC | | 4,416 | | 1,913 | | 15,997 | | - | | (469) | | 17,441 | | May 2011 |
Multiplex motion picture theater in Pensacola, FL | | 7,286 | | - | | 12,551 | | - | | - | | 12,551 | | May 2011 |
Industrial facility in Ashburn Junction, VA | | - | | 2,965 | | 18,475 | | - | | (215) | | 21,225 | | May 2011 |
Warehouse/distribution facility in Elk Grove Village, IL | | 4,679 | | - | | 8,660 | | - | | (222) | | 8,438 | | May 2011 |
| | $ | 226,450 | | $ | 79,437 | | $ | 451,384 | | $ | 7,007 | | $ | (69,997) | | $ | 467,831 | | |
| | | | | | | | | | | | | | |
| | | | Initial Cost to Company | | Costs Capitalized | | Decrease | | Gross Amount at which Carried at Close of Period (c) | | | | | | Life on which Depreciation in Latest Statement of |
Description | | Encumbrances | | Land | | Buildings | | Personal Property | | Subsequent to Acquisition (a) | | in Net Investments (b) | | Land | | Buildings | | Personal Property | | Total | | Accumulated Depreciation (c) | | Date Acquired | | Income is Computed |
Operating Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hotel in Bloomington, MN | | $ | 19,610 | | $ | 3,976 | | $ | 7,492 | | $ | - | | $ | 35,904 | | $ | - | | $ | 3,976 | | $ | 38,456 | | $ | 4,940 | | $ | 47,372 | | $ | 8,335 | | Sep. 2006 | | 40 yrs. |
Hotel in Memphis, TN | | 27,362 | | 4,320 | | 29,929 | | 3,635 | | 3,424 | | (3,115) | | 4,320 | | 30,049 | | 3,824 | | 38,193 | | 7,672 | | Sep. 2007 | | 30 yrs. |
| | $ | 46,972 | | $ | 8,296 | | $ | 37,421 | | $ | 3,635 | | $ | 39,328 | | $ | (3,115) | | $ | 8,296 | | $ | 68,505 | | $ | 8,764 | | $ | 85,565 | | $ | 16,007 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
CPA®:16 – Global 2012 10-K — 102
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
_________
(a) Consists of the costs of improvements subsequent to purchase and acquisition costs including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.
(b) The increase (decrease) in net investment is primarily due to (i) the amortization of unearned income from net investment in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received, (ii) sales of properties, (iii) impairment charges, and (iv) changes in foreign currency exchange rates.
(c) Reconciliation of real estate and accumulated depreciation (see below).
(d) Represents a triple-net lease to a tenant for student housing.
| | Reconciliation of Real Estate Subject to |
| | Operating Leases |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Balance at beginning of year | | $ | 2,265,576 | | $ | 1,730,421 | | $ | 1,696,872 |
Additions | | 2,647 | | 647,129 | | 6,432 |
Reclassification from real estate under construction | | - | | - | | 82,513 |
Reclassification from other assets | | - | | - | | 6 |
Deconsolidation of real estate asset | | - | | (40,153) | | (7,271) |
Reclassification to assets held for sale | | (6,563) | | (2,903) | | (398) |
Impairment charges | | (10,772) | | (19,748) | | (2,835) |
Dispositions | | (23,255) | | (24,751) | | (4,021) |
Foreign currency translation adjustment | | 15,837 | | (24,419) | | (40,877) |
Balance at close of year | | $ | 2,243,470 | | $ | 2,265,576 | | $ | 1,730,421 |
| | Reconciliation of Accumulated Depreciation for |
| | Real Estate Subject to Operating Leases |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Balance at beginning of year | | $ | 190,316 | | $ | 145,957 | | $ | 112,385 |
Depreciation expense | | 52,054 | | 51,376 | | 37,555 |
Dispositions | | (1,384) | | (570) | | (369) |
Deconsolidation of real estate asset | | - | | (3,617) | | (1,373) |
Reclassification to assets held for sale | | (145) | | (52) | | (129) |
Foreign currency translation adjustment | | 1,807 | | (2,778) | | (2,112) |
Balance at close of year | | $ | 242,648 | | $ | 190,316 | | $ | 145,957 |
| | Reconciliation of Operating Real Estate |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Balance at beginning of year | | $ | 85,087 | | $ | 84,772 | | $ | 83,718 |
Additions | | 478 | | 315 | | 1,054 |
Balance at close of year | | $ | 85,565 | | $ | 85,087 | | $ | 84,772 |
CPA®:16 – Global 2012 10-K — 103
| | Reconciliation of Accumulated Depreciation for |
| | Operating Real Estate |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Balance at beginning of year | | $ | 12,823 | | $ | 9,623 | | $ | 6,448 |
Depreciation expense | | 3,184 | | 3,200 | | 3,175 |
Balance at close of year | | $ | 16,007 | | $ | 12,823 | | $ | 9,623 |
At December 31, 2012, the aggregate cost of real estate, net of accumulated depreciation and accounted for as operating leases, owned by us and our consolidated subsidiaries for federal income tax purposes was $2.3 billion.
CPA®:16 – Global 2012 10-K — 104
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE
at December 31, 2012
(dollars in thousands)
| | | | Final | | Face | | Carrying |
| | Interest | | Maturity | | Amount of | | Amount of |
Description | | Rate | | Date | | Mortgage | | Mortgage |
Note receivable issued to venture partner - Hellweg 2 transaction (a) | | 8.0% | | Apr. 2017 | | $ | 311,150 | | $ | 21,747 |
Note receivable related to installment sale - PRG transaction (b) | | 7.9% | | Mar. 2029 | | 11,811 | | 11,811 |
Construction line of credit provided to Ryder Properties, LLC | | 6.3% | | Feb. 2015 | | 9,504 | | 9,836 |
| | | | | | $ | 332,465 | | $ | 43,394 |
__________
(a) Amounts are based on the exchange rate of the local currencies at December 31, 2012.
(b) During 2012, we recorded a note receivable from PRG in conjunction with a restructuring of the underlying lease (Note 6).
NOTES TO SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE
(in thousands)
| | Reconciliation of Mortgage Loans on Real Estate |
| | Years Ended December 31, |
| | 2012 | | 2011 | | 2010 |
Balance at beginning of year | | $ | 55,494 | | $ | 55,504 | | $ | 362,707 |
Additions | | 11,811 | | 700 | | 8,349 |
Accretion of principal | | 53 | | 49 | | 40 |
Reduction in Hellweg 2 note receivable due to put option exercise (a) | | - | | - | | (297,263) |
Repayments | | (24,405) | | (260) | | - |
Foreign currency translation adjustment | | 441 | | (499) | | (18,329) |
Balance at close of year | | $ | 43,394 | | $ | 55,494 | | $ | 55,504 |
__________
(a) During 2010, we and our affiliates exercised an option to acquire an additional interest in an investment from an unaffiliated third party. In this option exercise, we reduced the third party’s note receivable with us by $297.3 million (Note 6).
CPA®:16 – Global 2012 10-K — 105
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 as of December 31, 2012, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2012 at a reasonable level of assurance.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, we used criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we concluded that, as of December 31, 2012, our internal control over financial reporting is effective based on those criteria.
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report in this Annual Report.
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.
Item 9B. Other Information.
None.
CPA®:16 – Global 2012 10-K — 106
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.
Item 11. Executive Compensation.
This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.
Item 14. Principal Accountant Fees and Services.
This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.
CPA®:16 – Global 2012 10-K — 107
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(1) and (2) — Financial statements and schedules — see index to financial statements and schedules included in Item 8.
(3) Exhibits:
The following exhibits are filed as part of this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
The following exhibits are filed with this Report, except where indicated.
Exhibit No. | | Description | | Method of Filing |
3.1 | | Articles of Incorporation of Registrant (the “Charter”) | | Incorporated by reference to Pre-effective Amendment No. 2 to Registration Statement on Form S-11 (No. 333-106838) filed December 10, 2003 |
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3.2 | | Articles of Amendment of Registrant’s Charter | | Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed May 6, 2011 |
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| | | | |
3.3 | | Articles of Amendment of Registrant’s Charter | | Incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed April 27, 2012 |
| | | | |
| | | | |
| | | | |
3.4 | | Amended and Restated Bylaws of Registrant | | Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 14, 2009 |
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4.1 | | Amended and Restated 2003 Distribution Reinvestment and Stock Purchase Plan of Registrant | | Incorporated by reference to Post-effective Amendment No. 8 to Registration Statement on Form S-11 (No. 333-106838) filed November 4, 2005 |
| | | | |
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 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 of Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties | | Incorporated 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 2012 10-K — 108
Exhibit No. | | Description | | Method of Filing |
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 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 |
| | | | |
| | | | |
10.4 | | Second Amendment and Waiver, dated as of August 1, 2012, to that certain 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 by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2012 |
| | | | |
| | | | |
10.5 | | Amended and Restated Advisory Agreement, dated September 28, 2012, by and among Corporate Property Associates 16 – Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. | | Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 |
| | | | |
| | | | |
10.6 | | 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 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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21.1 | | List of Registrant Subsidiaries | | Filed herewith |
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23.1 | | Consent of PricewaterhouseCoopers LLP | | Filed herewith |
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31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
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32 | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
CPA®:16 – Global 2012 10-K — 109
Exhibit No. | | Description | | Method of Filing |
101 | | The following materials from Corporate Property Associates 16 – Global Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011, and 2010, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010, (v) Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciations, (vii) Notes to Schedule III, (viii) Schedule IV – Mortgage Loans on Real Estate, and (ix) Notes to Schedule IV. * | | Filed herewith |
__________
* 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 2012 10-K — 110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | Corporate Property Associates 16 – Global Incorporated | |
Date: February 26, 2013 | | | | |
| | By: | /s/ Mark J. DeCesaris | |
| | | Mark J. DeCesaris | |
| | | Chief Financial Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Trevor P. Bond | | Chief Executive Officer and Director | | February 26, 2013 |
Trevor P. Bond | | (Principal Executive Officer) | | |
| | | | |
/s/ Mark J. DeCesaris | | Chief Financial Officer | | February 26, 2013 |
Mark J. DeCesaris | | (Principal Financial Officer) | | |
| | | | |
/s/ Hisham A. Kader | | Chief Accounting Officer | | February 26, 2013 |
Hisham A. Kader | | (Principal Accounting Officer) | | |
| | | | |
/s/ Marshall E. Blume | | Director | | February 26, 2013 |
Marshall E. Blume | | | | |
| | | | |
/s/ Elizabeth P. Munson | | Director | | February 26, 2013 |
Elizabeth P. Munson | | | | |
| | | | |
/s/ Richard J. Pinola | | Director | | February 26, 2013 |
Richard J. Pinola | | | | |
| | | | |
/s/ James D. Price | | Director | | February 26, 2013 |
James D. Price | | | | |
CPA®:16 – Global 2012 10-K — 111
EXHIBIT INDEX
The following exhibits are filed with this Report, except where indicated.
Exhibit No. | | Description | | Method of Filing |
3.1 | | Articles of Incorporation of Registrant (the “Charter”) | | Incorporated by reference to Pre-effective Amendment No. 2 to Registration Statement on Form S-11 (No. 333-106838) filed December 10, 2003 |
| | | | |
3.2 | | Articles of Amendment of Registrant’s Charter | | Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed May 6, 2011 |
| | | | |
| | | | |
| | | | |
3.3 | | Articles of Amendment of Registrant’s Charter | | Incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement filed April 27, 2012 |
| | | | |
| | | | |
| | | | |
3.4 | | Amended and Restated Bylaws of Registrant | | Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 14, 2009 |
| | | | |
4.1 | | Amended and Restated 2003 Distribution Reinvestment and Stock Purchase Plan of Registrant | | Incorporated by reference to Post-effective Amendment No. 8 to Registration Statement on Form S-11 (No. 333-106838) filed November 4, 2005 |
| | | | |
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 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 |
| | | | |
| | | | |
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 of Bank of America, N.A., as Administrative Agent for the benefit of the Secured Parties | | Incorporated 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 |
| | | | |
| | | | |
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 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 |
Exhibit No. | | Description | | Method of Filing |
10.4 | | Second Amendment and Waiver, dated as of August 1, 2012, to that certain 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 by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2012 |
| | | | |
| | | | |
10.5 | | Amended and Restated Advisory Agreement, dated September 28, 2012, by and among Corporate Property Associates 16 – Global Incorporated, CPA 16 LLC and Carey Asset Management Corp. | | Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012 |
| | | | |
| | | | |
10.6 | | 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 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 |
| | | | |
| | | | |
21.1 | | List of Registrant Subsidiaries | | Filed herewith |
| | | | |
23.1 | | Consent of PricewaterhouseCoopers LLP | | Filed herewith |
| | | | |
31.1 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | |
31.2 | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | |
32 | | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith |
| | | | |
101 | | The following materials from Corporate Property Associates 16 – Global Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011, and 2010, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010, (v) Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciations, (vii) Notes to Schedule III, (viii) Schedule IV – Mortgage Loans on Real Estate, and (ix) Notes to Schedule IV. * | | Filed herewith |
__________
* 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.