Filed pursuant to 424(b)(3)
Registration No. 333-146457
CNL LIFESTYLE PROPERTIES, INC.
STICKER SUPPLEMENT DATED AUGUST 15, 2008
TO PROSPECTUS DATED APRIL 9, 2008
This Sticker Supplement is part of, and should be read in conjunction with, our prospectus dated April 9, 2008 and Supplement dated August 7, 2008. Capitalized terms have the same meaning as in the prospectus unless otherwise stated herein. The terms “we,” “our,” “us” and “CNL Lifestyle Properties” include CNL Lifestyle Properties, Inc. and its subsidiaries.
RECENT DEVELOPMENTS
On August 14, 2008, we filed our quarterly report on Form 10-Q for the quarter ended June 30, 2008 with the Securities and Exchange Commission. The quarterly report (excluding the exhibits thereto) is attached as Annex A to this Sticker Supplement.
ANNEX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-51288
CNL Lifestyle Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 20-0183627 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
450 South Orange Avenue Orlando, Florida | 32801 | |
| (Address of principal executive offices) | (Zip code) | |
Registrant’s telephone number (including area code) (407) 650-1000
(Former name, former address and former fiscal year, if changed since last report)
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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of common stock outstanding as of August 6, 2008 was 214,307,499.
| Item 1. | Financial Statements |
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands except per share data)
| June 30, 2008 | December 31, 2007 | |||||||
ASSETS | ||||||||
Real estate investment properties | $ | 1,706,713 | $ | 1,603,061 | ||||
Cash | 216,237 | 35,078 | ||||||
Investments in unconsolidated entities | 162,622 | 169,350 | ||||||
Mortgages and other notes receivable | 97,302 | 116,086 | ||||||
Prepaid expenses and other assets | 67,957 | 49,690 | ||||||
Intangibles, net | 42,684 | 41,306 | ||||||
Accounts and other receivables | 15,739 | 9,793 | ||||||
Restricted cash | 13,098 | 6,271 | ||||||
Deposits | 627 | 11,575 | ||||||
Total Assets | $ | 2,322,979 | $ | 2,042,210 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Mortgages and other notes payable | $ | 501,875 | $ | 355,620 | ||||
Security deposits | 40,405 | 38,753 | ||||||
Accounts payable and accrued expenses | 17,004 | 18,318 | ||||||
Other liabilities | 9,299 | 8,558 | ||||||
Due to affiliates | 5,095 | 3,647 | ||||||
Total Liabilities | 573,678 | 424,896 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $.01 par value per share 200 million shares authorized and unissued | — | — | ||||||
Excess shares, $.01 par value per share 120 million shares authorized and unissued | — | — | ||||||
Common stock, $.01 par value per share One billion shares authorized; 231,047 and 192,794 shares issued and 210,223 and 191,827 shares outstanding as of June 30, 2008 and December 31, 2007, respectively | 2,102 | 1,918 | ||||||
Capital in excess of par value | 1,865,885 | 1,690,018 | ||||||
Accumulated earnings | 79,837 | 60,810 | ||||||
Accumulated distributions | (200,334 | ) | (139,062 | ) | ||||
Accumulated other comprehensive income | 1,811 | 3,630 | ||||||
| 1,749,301 | 1,617,314 | |||||||
Total Liabilities and Stockholders’ Equity | $ | 2,322,979 | $ | 2,042,210 | ||||
See accompanying notes to condensed consolidated financial statements.
1
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share data)
| Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
Revenues: | ||||||||||||||||
Rental income from operating leases | $ | 51,587 | $ | 28,780 | $ | 99,547 | $ | 48,709 | ||||||||
Interest income on mortgages and other notes receivable | 1,426 | 2,755 | 2,712 | 5,834 | ||||||||||||
Other operating income | — | 2,420 | — | 3,439 | ||||||||||||
Total revenues | 53,013 | 33,955 | 102,259 | 57,982 | ||||||||||||
Expenses: | ||||||||||||||||
Asset management fees to advisor | 5,422 | 3,511 | 10,635 | 6,297 | ||||||||||||
General and administrative | 4,512 | 2,025 | 6,069 | 3,814 | ||||||||||||
Ground lease and permit fees | 2,456 | 1,367 | 4,524 | 2,566 | ||||||||||||
Repairs and maintenance | 446 | 250 | 779 | 310 | ||||||||||||
Other operating expenses | 1,253 | 1,681 | 2,196 | 2,744 | ||||||||||||
Depreciation and amortization | 24,960 | 14,481 | 48,003 | 24,626 | ||||||||||||
Total expenses | 39,049 | 23,315 | 72,206 | 40,357 | ||||||||||||
Operating income | 13,964 | 10,640 | 30,053 | 17,625 | ||||||||||||
Other income (expense): | ||||||||||||||||
Interest and other income | 1,677 | 2,689 | 3,144 | 4,803 | ||||||||||||
Interest expense and loan cost amortization | (8,209 | ) | (4,142 | ) | (15,661 | ) | (5,583 | ) | ||||||||
Equity in earnings of unconsolidated entities | (86 | ) | 1,080 | 1,491 | 1,984 | |||||||||||
Total other income (expense) | (6,618 | ) | (373 | ) | (11,026 | ) | 1,204 | |||||||||
Net income | $ | 7,346 | $ | 10,267 | $ | 19,027 | $ | 18,829 | ||||||||
Earnings per share of common stock | ||||||||||||||||
(basic and diluted) | $ | 0.04 | $ | 0.07 | $ | 0.09 | $ | 0.14 | ||||||||
Weighted average number of shares of common stock outstanding (basic and diluted) | 205,095 | 151,232 | 200,776 | 137,809 | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
2
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2008 and Year Ended December 31, 2007 (UNAUDITED)
(in thousands except per share data)
| Common Stock | Capital in | Accumulated Other | Total | |||||||||||||||||||||||||||
| Number of Shares | Par Value | Excess of Par Value | Accumulated Earnings | Accumulated Distributions | Comprehensive Income (Loss) | Stockholders’ Equity | Comprehensive Income | |||||||||||||||||||||||
Balance at December 31, 2006 | 113,731 | $ | 1,137 | $ | 997,826 | $ | 25,285 | $ | (44,995 | ) | $ | (1,747 | ) | $ | 977,506 | |||||||||||||||
Subscriptions received for common stock through public offering and reinvestment plan | 76,590 | 766 | 754,473 | — | — | — | 755,239 | |||||||||||||||||||||||
Reclassification of rescindable common stock | 2,169 | 22 | 21,666 | — | — | — | 21,688 | |||||||||||||||||||||||
Redemption of common stock | (663 | ) | (7 | ) | (6,237 | ) | — | — | — | (6,244 | ) | |||||||||||||||||||
Stock issuance and offering costs | — | — | (77,710 | ) | — | — | — | (77,710 | ) | |||||||||||||||||||||
Net income | — | — | — | 35,525 | — | — | 35,525 | 35,525 | ||||||||||||||||||||||
Distributions, declared and paid ($0.6000 per share) | — | — | — | — | (94,067 | ) | — | (94,067 | ) | |||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | 5,377 | 5,377 | 5,377 | ||||||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | $ | 40,902 | |||||||||||||||||||||
Balance at December 31, 2007 | 191,827 | $ | 1,918 | $ | 1,690,018 | $ | 60,810 | $ | (139,062 | ) | $ | 3,630 | $ | 1,617,314 | ||||||||||||||||
Subscriptions received for common stock through public offering and reinvestment plan | 19,511 | 195 | 206,466 | — | — | — | 206,661 | |||||||||||||||||||||||
Redemption of common stock | (1,115 | ) | (11 | ) | (10,547 | ) | — | — | — | (10,558 | ) | |||||||||||||||||||
Stock issuance and offering costs | — | — | (20,052 | ) | — | — | — | (20,052 | ) | |||||||||||||||||||||
Net income | — | — | — | 19,027 | — | — | 19,027 | 19,027 | ||||||||||||||||||||||
Distributions, declared and paid | ||||||||||||||||||||||||||||||
($0.3075 per share) | — | — | — | — | (61,272 | ) | — | (61,272 | ) | |||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | (1,689 | ) | (1,689 | ) | (1,689 | ) | |||||||||||||||||||
Current period adjustment to recognize changes in fair value of cash flow hedges | — | — | — | — | — | (130 | ) | (130 | ) | (130 | ) | |||||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | — | $ | 17,208 | |||||||||||||||||||||
Balance at June 30, 2008 | 210,223 | $ | 2,102 | $ | 1,865,885 | $ | 79,837 | $ | (200,334 | ) | $ | 1,811 | $ | 1,749,301 | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Six Months Ended June 30, | ||||||||
| 2008 | 2007 | |||||||
Increase (decrease) in cash: | ||||||||
Operating activities: | ||||||||
Net cash provided by operating activities | $ | 69,624 | $ | 51,955 | ||||
Investing activities: | ||||||||
Acquisition of properties | (114,094 | ) | (607,649 | ) | ||||
Investments in unconsolidated entities | — | (216 | ) | |||||
Issuance of mortgage loans receivable | — | (17,000 | ) | |||||
Acquisition costs and fees paid | (11,380 | ) | (22,941 | ) | ||||
Proceeds from disposal of assets | 56 | — | ||||||
Short-term investments | — | (35 | ) | |||||
Increase in restricted cash | (6,827 | ) | (3,829 | ) | ||||
Net cash used in investing activities | (132,245 | ) | (651,670 | ) | ||||
Financing activities: | ||||||||
Subscriptions received from stockholders | 196,311 | 537,974 | ||||||
Redemptions of common stock | (10,558 | ) | (1,872 | ) | ||||
Stock issuance costs | (18,640 | ) | (61,222 | ) | ||||
Borrowings under line of credit, net of payments | — | 3,000 | ||||||
Proceeds from mortgage loans and other notes payables | 145,436 | 178,179 | ||||||
Principal payments on mortgage loans | (5,123 | ) | (1,378 | ) | ||||
Principal payments on capital leases | (42 | ) | — | |||||
Payment of loan costs | (2,423 | ) | (3,201 | ) | ||||
Distributions to stockholders | (61,272 | ) | (40,148 | ) | ||||
Net cash provided by financing activities | 243,689 | 611,332 | ||||||
Effect of exchange rate fluctuations on cash | 91 | 2,940 | ||||||
Net increase in cash | 181,159 | 14,557 | ||||||
Cash at beginning of period | 35,078 | 296,163 | ||||||
Cash at end of period | $ | 216,237 | $ | 310,720 | ||||
Supplemental disclosure of non-cash investing activities: | ||||||||
Amounts incurred but not paid (included in due to affiliates): | ||||||||
Acquisition fees and costs | $ | 724 | $ | 1,981 | ||||
Allocation of acquisition fees to real estate investments | $ | 3,317 | $ | 23,862 | ||||
Allocation of acquisition fees to mortgages and other notes payable | $ | — | $ | 480 | ||||
Assumption of capital leases in connection with property acquisitions | $ | 190 | $ | 3,069 | ||||
Mortgages and other notes payable obtained in connection with acquisition | $ | — | $ | 22,000 | ||||
Capital projects | $ | 11,244 | $ | — | ||||
Discharge of note receivable and accrued interest in connection with foreclosure | $ | 18,526 | $ | — | ||||
Supplemental disclosure of non-cash financing activities: | ||||||||
Amounts incurred but not paid (included in due to affiliates): | ||||||||
Offering and stock issuance costs | $ | 1,054 | $ | 1,685 | ||||
Assumption of loan in connection with property acquisition | $ | 5,942 | $ | — | ||||
See accompanying notes to condensed consolidated financial statements.
4
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 1. | Organization and Nature of Business: |
CNL Lifestyle Properties, Inc. (the “Company”), formerly known as CNL Income Properties, Inc., was organized in Maryland on August 11, 2003. The Company operates and has elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes. Various wholly owned subsidiaries have been and will be formed by the Company for the purpose of acquiring and owning direct or indirect interests in real estate. The Company generally invests in lifestyle properties in the United States and Canada that are primarily leased on a long-term (generally five to 20 years, plus multiple renewal options), triple-net or gross basis to tenants or operators that the Company considers to be significant industry leaders. To a lesser extent, the Company also leases properties to taxable REIT subsidiary (“TRS”) tenants and engages independent third-party managers to operate those properties. The Company also makes or acquires loans (mortgage, mezzanine and other loans) and may invest up to 10% of its assets in businesses that provide services, or are otherwise ancillary, to the types of properties in which it is permitted to invest.
As of June 30, 2008, the Company owned 109 lifestyle properties, directly and indirectly, within the following asset classes: Ski and Mountain Lifestyle, Golf, Attractions and Additional Lifestyle Properties. Ten of these 109 properties are owned through unconsolidated ventures and three are located in Canada. The Company also had eight loans outstanding as of June 30, 2008.
| 2. | Significant Accounting Policies: |
Basis of Presentation –The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the six months ended June 30, 2008 may not be indicative of the results that may be expected for the year ending December 31, 2008. Amounts as of December 31, 2007 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date, but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2007.
Derivative Instruments and Hedging Activities – The Company utilizes derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with its variable-rate debt. The Company follows established risk management policies and procedures in its use of derivatives and does not enter into or hold derivatives for trading or speculative purposes. The Company records all derivative instruments on the balance sheet at fair value. On the date the Company enters into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. As of June 30, 2008, the fair value of the hedge liabilities totaled approximately $130,000 and has been included in other liabilities in the accompanying unaudited condensed consolidated balance sheets. During the quarter and six months ended June 30, 2008, the Company’s hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income.
Use of Estimates–Management has made a number of estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles. For example, significant estimates and assumptions are made in connection with the allocation of purchase price and analysis of real estate and loan impairment. Actual results could differ from those estimates.
Reclassifications–Certain prior period amounts in the unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation.
5
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 2. | Significant Accounting Policies (Continued): |
Recent Accounting Pronouncements –In April 2008, the Financial Accounting Standards Board (the “FASB”) issued FASB Staff Position (FSP) No. 142-3, “Determining the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure such asset’s fair value. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The implementation of FSP 142-3 is not expected to have a significant impact on the Company’s financial position or results of operations.
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under FAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. In February 2008, the FASB issued Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral of the effective date of FAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Accordingly, the Company has partially adopted the provisions of FAS 157 with respect to its financial assets and liabilities only. The implementation of FAS 157 did not result in material changes to the models or processes used to value these assets and liabilities. See Note 8, “Fair Value Measurements,” for additional information.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (an amendment to FASB No. 133), “Disclosures about Derivative and Hedging Activities” (“FAS 161”). This statement calls for all entities to enhance the disclosure requirements for derivative instruments and hedging activities to include (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, where it requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flow. The application of this pronouncement is effective for fiscal years and interim periods beginning after November 15, 2008. The adoption of FAS 161 is not expected to have a significant impact on the Company’s financial position or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Non-Controlling Interests in Consolidated Financial Statements” (“FAS 160”). This statement calls for (i) all non-controlling interests to be recognized in the equity section of the consolidated balance sheets apart from the parent’s equity, (ii) requires the amount of consolidated net income attributable to the parent and to the non-controlling interests to be clearly identified and presented on the face of the consolidated statement of income and (iii) and requires that changes in a parent’s ownership interests while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. The application of this pronouncement is effective for annual periods beginning after December 15, 2008 and is not expected to have a significant impact on the Company’s financial position or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised), “Business Combinations” (“FAS 141R”). FAS 141R (i) requires the acquiring entity in a business combination to recognize assets acquired and liabilities assumed, (ii) establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed and (iii) requires entities to disclose to investors and other users additional information they need to evaluate and understand the nature and financial effect of the business combination. Additionally, FAS 141R requires an acquiring entity to immediately expense all acquisition costs and fees associated with an acquisition. The application of this pronouncement is effective in fiscal years beginning on or after December 15, 2008. The adoption of FAS 141R will have a significant impact on the Company’s operating results because of the highly acquisitive nature of its business. In 2009, the Company expects to have an immediate reduction in its net income attributable to new acquisitions since acquisition costs and fees which have historically been capitalized and allocated to the cost basis of the assets will instead be expensed immediately as incurred. Post acquisition, the Company expects there to be a subsequent positive impact on net income through a reduction in depreciation expense over the estimated life of the properties as a result of acquisition costs and fees no longer being capitalized and depreciated.
6
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 2. | Significant Accounting Policies (Continued): |
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “Fair Value Option for Financial Assets and Financial Liabilities” (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement expands the use of FAS 157 and is effective for fiscal years beginning after November 15, 2007. The adoption of this pronouncement did not have a significant impact on the Company’s current practice or on its financial position or results of operations.
| 3. | Real Estate Investment Properties: |
During the six months ended June 30, 2008, the Company acquired seven golf properties and one marina for an aggregate purchase price of approximately $88.2 million including transaction costs. In addition, the Company acquired ownership of the Orlando Grand Plaza Hotel & Suites (the “Orlando Grand”), through a settlement agreement, in which the Company paid $756,000 in settlement and transaction costs and released the borrower of its loan obligations of $18.5 million, including accrued interest. The property is currently closed and is in the initial stages of a significant redevelopment. See Note 6 for additional information. All consolidated properties, except for two, are leased on a long-term basis to third-party tenants.
The following summarizes the allocation of purchase price and transaction costs (including the acquisition of the Orlando Grand) for the properties acquired during the six months ended June 30, 2008 (in thousands):
| Total Purchase Allocation | |||
Land & land improvements | $ | 53,721 | |
Leasehold interests | 19,569 | ||
Buildings | 17,042 | ||
Equipment | 12,994 | ||
Intangibles | 1,876 | ||
Other assets | 2,248 | ||
Total | $ | 107,450 | |
The purchase price allocation above is preliminary. The final allocations of purchase price may include additional transaction costs and such other adjustments not yet determined, and are expected to be finalized by December 31, 2008.
As of June 30, 2008 and December 31, 2007, real estate investment properties consisted of the following (in thousands):
| June 30, 2008 | December 31, 2007 | |||||||
Land & land improvements | $ | 890,638 | $ | 838,817 | ||||
Leasehold interest | 166,215 | 133,844 | ||||||
Buildings | 461,584 | 423,735 | ||||||
Equipment | 307,122 | 278,754 | ||||||
Less: accumulated depreciation | (118,846 | ) | (72,089 | ) | ||||
| $ | 1,706,713 | $ | 1,603,061 | |||||
7
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 4. | Intangible Assets: |
The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2008 and December 31, 2007 are as follows (in thousands):
Intangible Assets | Weighted Average Life | Gross Carrying Amount | Accumulated Amortization | Net Book Value as of June 30, 2008 | |||||||
In place leases | 19.2 years | $ | 32,933 | $ | 2,062 | $ | 30,871 | ||||
Trade name | 42.5 years | 10,797 | 413 | 10,384 | |||||||
Trade name | Indefinite | 1,429 | — | 1,429 | |||||||
| $ | 45,159 | $ | 2,475 | $ | 42,684 | ||||||
Intangible Assets | Weighted | Gross Carrying Amount | Accumulated Amortization | Net Book Value as of December 31, 2007 | |||||||
In place leases | 19.2 years | $ | 30,556 | $ | 1,260 | $ | 29,296 | ||||
Trade name | 42.5 years | 10,847 | 266 | 10,581 | |||||||
Trade name | Indefinite | 1,429 | — | 1,429 | |||||||
| $ | 42,832 | $ | 1,526 | $ | 41,306 | ||||||
Amortization expense of approximately $951,000 and $591,000 was recorded for the six months ended June 30, 2008 and 2007, respectively.
| 5. | Investments in Unconsolidated Entities: |
The following presents financial information for the Company’s unconsolidated entities for the quarters and six months ended June 30, 2008 and 2007 and as of June 30, 2008 and December 31, 2007 (in thousands):
| Summarized Operating Data | Quarter Ended June 30, 2008 | |||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | |||||||||||||
Revenue | $ | 7,005 | $ | 6,641 | $ | 4,181 | $ | 17,827 | ||||||||
Property operating expenses | (7,407 | ) | (221 | ) | (2,018 | ) | (9,646 | ) | ||||||||
Depreciation & amortization expense | (1,905 | ) | (2,135 | ) | (1,247 | ) | (5,287 | ) | ||||||||
Interest expense | (994 | ) | (2,268 | ) | (1,433 | ) | (4,695 | ) | ||||||||
Interest and other income (expense) | (1 | ) | 8 | 90 | 97 | |||||||||||
Net income (loss) | $ | (3,302 | ) | $ | 2,025 | $ | (427 | ) | $ | (1,704 | ) | |||||
Loss allocable to other venture partners(1) | $ | (1,001 | ) | $ | (456 | ) | $ | (400 | ) | $ | (1,857 | ) | ||||
Income (loss) allocable to the Company(1) | $ | (2,301 | ) | $ | 2,481 | $ | (27 | ) | $ | 153 | ||||||
Amortization of capitalized costs | (56 | ) | (124 | ) | (59 | ) | (239 | ) | ||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (2,357 | ) | $ | 2,357 | $ | (86 | ) | $ | (86 | ) | |||||
Distributions declared to the Company | $ | — | $ | 2,042 | $ | 463 | (2) | $ | 2,505 | |||||||
Distributions received by the Company | $ | — | $ | 3,130 | $ | 1,362 | (2) | $ | 4,492 | |||||||
8
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 5. | Investments in Unconsolidated Entities(Continued): |
| Summarized Operating Data | Quarter Ended June 30, 2007 | |||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | |||||||||||||
Revenue | $ | 8,223 | $ | 6,633 | $ | 4,672 | $ | 19,528 | ||||||||
Property operating expenses | (7,366 | ) | (233 | ) | (2,004 | ) | (9,603 | ) | ||||||||
Depreciation & amortization expense | (1,781 | ) | (2,225 | ) | (1,370 | ) | (5,376 | ) | ||||||||
Interest expense | (1,005 | ) | (2,310 | ) | (1,465 | ) | (4,780 | ) | ||||||||
Interest and other income | 1 | 4 | 61 | 66 | ||||||||||||
Net income (loss) | $ | (1,928 | ) | $ | 1,869 | $ | (106 | ) | $ | (165 | ) | |||||
Loss allocable to other venture partners(1) | $ | (753 | ) | $ | (618 | ) | $ | (114 | ) | $ | (1,485 | ) | ||||
Income (loss) allocable to the Company(1) | $ | (1,175 | ) | $ | 2,487 | $ | 8 | $ | 1,320 | |||||||
Amortization of capitalized costs | (57 | ) | (124 | ) | (59 | ) | (240 | ) | ||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (1,232 | ) | $ | 2,363 | $ | (51 | ) | $ | 1,080 | ||||||
Distributions declared to the Company | $ | — | $ | 1,985 | $ | 921 | (2) | $ | 2,906 | |||||||
Distributions received by the Company | $ | — | $ | 3,095 | $ | 682 | (2) | $ | 3,777 | |||||||
| Summarized Operating Data | Six Months Ended June 30, 2008 | |||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | |||||||||||||
Revenue | $ | 16,367 | $ | 15,908 | $ | 8,356 | $ | 40,631 | ||||||||
Property operating expenses | (15,490 | ) | (414 | ) | (3,713 | ) | (19,617 | ) | ||||||||
Depreciation & amortization expense | (3,706 | ) | (4,281 | ) | (2,511 | ) | (10,498 | ) | ||||||||
Interest expense | (1,988 | ) | (4,547 | ) | (2,872 | ) | (9,407 | ) | ||||||||
Interest and other income | — | 17 | 128 | 145 | ||||||||||||
Net income (loss) | $ | (4,817 | ) | $ | 6,683 | $ | (612 | ) | $ | 1,254 | ||||||
Income (loss) allocable to other venture partners(1) | $ | (1,460 | ) | $ | 1,722 | $ | (977 | ) | $ | (715 | ) | |||||
Income (loss) allocable to the Company(1) | $ | (3,357 | ) | $ | 4,961 | $ | 365 | $ | 1,969 | |||||||
Amortization of capitalized costs | (113 | ) | (248 | ) | (117 | ) | (478 | ) | ||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (3,470 | ) | $ | 4,713 | $ | 248 | $ | 1,491 | |||||||
Distributions declared to the Company | $ | — | $ | 5,172 | $ | 1,609 | (2) | $ | 6,781 | |||||||
Distributions received by the Company | $ | — | $ | 5,528 | $ | 2,893 | (2) | $ | 8,421 | |||||||
9
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 5. | Investments in Unconsolidated Entities(Continued): |
| Summarized Operating Data | Six Months Ended June 30, 2007 | |||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | |||||||||||||
Revenue | $ | 17,486 | $ | 16,251 | $ | 8,623 | $ | 42,360 | ||||||||
Property operating expenses | (15,597 | ) | (419 | ) | (3,836 | ) | (19,852 | ) | ||||||||
Depreciation & amortization expense | (3,523 | ) | (4,434 | ) | (2,686 | ) | (10,643 | ) | ||||||||
Interest expense | (1,999 | ) | (4,605 | ) | (2,861 | ) | (9,465 | ) | ||||||||
Interest and other income | 41 | 9 | 106 | 156 | ||||||||||||
Net income (loss) | $ | (3,592 | ) | $ | 6,802 | $ | (654 | ) | $ | 2,556 | ||||||
Income (loss) allocable to other venture partners(1) | $ | (1,253 | ) | $ | 1,855 | $ | (509 | ) | $ | 93 | ||||||
Income (loss) allocable to the Company(1) | $ | (2,339 | ) | $ | 4,947 | $ | (145 | ) | $ | 2,463 | ||||||
Amortization of capitalized costs | (114 | ) | (248 | ) | (117 | ) | (479 | ) | ||||||||
Equity in earnings (loss) of unconsolidated entities | $ | (2,453 | ) | $ | 4,699 | $ | (262 | ) | $ | 1,984 | ||||||
Distributions declared to the Company | $ | — | $ | 5,080 | $ | 1,654 | (2) | $ | 6,734 | |||||||
Distributions received by the Company | $ | (1,226 | ) (3) | $ | 5,364 | $ | 1,867 | (2) | $ | 6,005 | ||||||
FOOTNOTES:
| (1) | Income is allocated between the Company and its partnership using the hypothetical liquidation at book value (“HLBV”) method of accounting. |
| (2) | The Company receives interest payments from a mezzanine loan made to certain entities within the Intrawest Venture related to two Canadian properties in the amount of $8.8 million. The loan requires payments of interest only until its maturity in 2029. These payments are reflected as distributions from unconsolidated entities in the Company’s unaudited condensed consolidated financial statements. |
| (3) | During the six months ended June 30, 2007, the Company refunded an over-distribution from the Wolf Partnership that was received in the fourth quarter of 2006. |
[Intentionally left blank]
10
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 5. | Investments in Unconsolidated Entities(Continued): |
| Summarized Balance Sheet Data | As of June 30, 2008 | ||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | ||||||||||||
Real estate assets, net | $ | 102,286 | $ | 245,447 | $ | 102,937 | $ | 450,670 | |||||||
Intangible assets, net | 291 | 10,478 | 2,195 | 12,964 | |||||||||||
Other assets | 6,327 | 5,744 | 9,644 | 21,715 | |||||||||||
Mortgages and other notes payable | 63,000 | 149,844 | 80,191 | (1) | 293,035 | ||||||||||
Other liabilities | 9,661 | 4,353 | 9,572 | 23,586 | |||||||||||
Partners’ capital | 36,243 | 107,472 | 25,013 | 168,728 | |||||||||||
Difference between carrying amount of investment and the Company’s share of partners’ capital | 2,282 | 7,245 | 3,376 | 12,903 | |||||||||||
Carrying amount of investment(1) (2) | 27,535 | 96,720 | 38,367 | 162,622 | |||||||||||
Percentage of ownership at end of reporting period | 69.7 | % | 80.0 | % | 80.0 | % | |||||||||
| Summarized Balance Sheet Data | As of December 31, 2007 | ||||||||||||||
| Wolf Partnership | DMC Partnership | Intrawest Venture | Total | ||||||||||||
Real estate assets, net | $ | 104,921 | $ | 248,103 | $ | 106,159 | $ | 459,183 | |||||||
Intangible assets, net | 368 | 10,639 | 2,517 | 13,524 | |||||||||||
Other assets | 6,730 | 6,322 | 10,502 | 23,554 | |||||||||||
Mortgages and other notes payable | 63,000 | 151,263 | 81,621 | (1) | 295,884 | ||||||||||
Other liabilities | 7,959 | 6,546 | 10,614 | 25,119 | |||||||||||
Partners’ capital | 41,060 | 107,255 | 26,943 | 175,258 | |||||||||||
Difference between carrying amount of investment and the Company’s share of partners’ capital | 2,395 | 7,703 | 5,096 | 15,194 | |||||||||||
Carrying amount of investment(1) (2) | 31,006 | 97,390 | 40,954 | 169,350 | |||||||||||
Percentage of ownership at end of reporting period | 69.7 | % | 80.0 | % | 80.0 | % | |||||||||
FOOTNOTES:
| (1) | These amounts include a mezzanine loan made to the Intrawest Venture in connection with two Canadian properties. |
| (2) | These amounts include distributions receivable of approximately $2.5 million and $3.2 million as of June 30, 2008 and December 31, 2007, respectively. |
11
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 6. | Mortgages and Other Notes Receivable: |
As of June 30, 2008, the Company had the following notes outstanding (in thousands):
Borrower and Description of Property | Date of Loan Agreement | Maturity date | Interest Rate | Loan Principal Amount | Accrued Interest | |||||||||
Shorefox Development, LLC (lifestyle community development)(1) | 3/13/2006 | 3/10/2009 | 13.50 | % | $ | 40,000 | $ | 2,384 | ||||||
Marinas International, Inc. (four marinas) | 12/22/2006 | 12/22/2021 | 10.25 | % | 39,151 | 1,041 | ||||||||
Booth Creek Resort Properties LLC (two ski properties & one parcel of land) | 1/18/2007 | 1/19/2010 | 15.0 | % | 12,000 | 1,136 | ||||||||
Total | 91,151 | $ | 4,561 | |||||||||||
Accrued interest | 4,561 | |||||||||||||
Acquisition fees, net | 1,652 | |||||||||||||
Loan origination fees, net | (62 | ) | ||||||||||||
Total carrying amount | $ | 97,302 | ||||||||||||
FOOTNOTE:
(1) | Pursuant to the loan agreement, the Company agreed to provide financing of up to $40.0 million in connection with the development of the infrastructure of an Orvis®-branded lifestyle community in Granby, Colorado. The loan matures on March 10, 2009 and requires interest payments based on an annual interest rate of 9.5% paid monthly with the remaining 4.0% becoming due and payable upon the loan’s maturity. The loan is collateralized by a first mortgage on the majority of the Granby property. In January 2008, the borrower advised the Company that it was having financial difficulties and would no longer be able to fund debt service on the loan. The loan was deemed impaired and the Company ceased recording interest on the loan. On April 2, 2008, the Company filed a complaint to foreclose on the collateral of the loan. The Company believes, based on market valuation studies, that the value of the underlying collateral exceeds the balance of principal as well as accrued and deferred interest and, therefore, has not established an allowance for loan losses for this loan. |
On February 28, 2006, the Company made a $16.8 million loan to Plaza Partners, LLC, which was used to purchase the Orlando Grand for conversion to a condominium hotel. On February 28, 2007, the loan matured and the borrower was unable to repay the loan. On June 15, 2007, the Company filed a complaint to foreclose on the collateral of the loan and on May 28, 2008, the Company settled with the borrower and took possession of the property. In connection with the settlement, the Company paid $756,000 in settlement and transaction costs and released the borrower of its obligations of $18.5 million, including accrued interest of $1.7 million, in exchange for ownership of the property. The property is currently closed and is in the initial stages of a significant redevelopment.
| 7. | Prepaid Expenses and Other Assets: |
As of June 30, 2008, prepaid expenses and other assets primarily consists of accrued and deferred rental income under operating leases totaling approximately $24.3 million and net leasehold incentives of approximately $15.7 million that are deferred and recognized against rental income over the term of the related leases. In addition, the balance includes approximately $7.7 million in acquisition fees and miscellaneous acquisition costs that have been incurred and capitalized and will be allocated to future property acquisitions that are expected to be completed before December 31, 2008. In the event a particular property is not acquired or no longer expected to be acquired, costs directly related to that property are charged to expense. Beginning January 1, 2009, all such acquisition fees and costs will be expensed in accordance with FAS 141R.
12
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 8. | Fair Value Measurements: |
The Company has financial instruments, including two derivative instruments in the form of interest rate swaps and one impaired loan that must be measured and disclosed under the new fair value standard FAS 157. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis. Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
| • | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. |
| • | Level 2-Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). |
| • | Level 3-Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. |
The Company’s derivative instruments are valued based on inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, and credit risks), and are classified as Level 2 in the fair value hierarchy described above. The fair value of such instruments was approximately $130,000 at June 30, 2008 and is included in “Other liabilities” in the accompanying condensed consolidated balance sheets.
Impaired loans are valued at the lower of cost or fair value at the time the loan is identified as impaired. Fair value is measured based on the value of the collateral under these loans and is classified at a Level 3 in the fair value hierarchy. Collateral is generally real estate and/or business assets and its fair value is generally determined based on management’s internal evaluations and market studies and may be discounted or adjusted based on historical knowledge, trends, or changes in market conditions from the time of initial valuation. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. As of June 30, 2008, the Company had one outstanding note receivable that had been deemed impaired, however, based on the values of the underlying collateral no valuation allowance has been established. See Note 6 for additional information.
In accordance with FAS 157, the following table shows the fair value of the Company’s financial assets and liabilities (in thousands):
| Fair Value Measurements as of June 30, 2008 | |||||||||||
| Balance at June 30, 2008 | Level 1 | Level 2 | Level 3 | ||||||||
Assets: | |||||||||||
Impaired note receivable | $ | 42,384 | $ | 42,384 | |||||||
Liabilities: | |||||||||||
Derivative instruments | $ | 130 | $ | 130 | |||||||
13
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 8. | Fair Value Measurements (Continued): |
The following table summarizes the changes in fair value of the Company’s Level 3 asset (in thousands):
Beginning balance at December 31, 2007 | $ | 42,384 | |
Total gains (losses) - realized or unrealized | — | ||
Ending balance at June 30, 2008 | $ | 42,384 | |
| 9. | Public Offerings, Stockholders’ Equity: |
On April 4, 2006, the Company commenced its second offering for sale of up to $2.0 billion in common stock (200 million shares of common stock at $10.00 per share) (the “2nd Offering”), pursuant to a registration statement on Form S-11 under the Securities Act of 1933. The 2nd Offering continued until April 4, 2008 and on April 9, 2008, the Company commenced its third common stock offering for sale up to $2.0 billion in common stock (200 million shares of common stock at $10.00 per share) (the “3rd Offering”) including up to $47.5 million in shares of common stock (five million shares of common stock at $9.50 per share) available for sale under the terms of the Company’s distribution reinvestment plan. In connection with the 3rd Offering, CNL Securities Corp., the Managing Dealer of the Company’s public offerings, will receive selling commissions of up to 7.0% of gross offering proceeds on all shares sold, a marketing support fee of 3.0% of gross proceeds, and reimbursement of actual expenses incurred up to 0.10% of gross offering proceeds in connection with due diligence of the offerings. A substantial portion of the selling commissions and marketing support fees are reallocated to third-party participating broker dealers. In addition, the Advisor will receive acquisition fees of 3.0% of gross offering proceeds of the offering for services in the selection, purchase, development or construction of real property or equity investments and 3.0% of loan proceeds for services in connection with the incurrence of debt. As of June 30, 2008, the Company had cumulatively raised approximately $2.1 billion (212.2 million shares) in subscription proceeds including approximately $94.5 million (9.9 million shares) received through our reinvestment plan and incurred stock issuance costs of approximately $229.2 million in connection with the offerings.
Shares owned by CNL Lifestyle Company, LLC (the “Advisor), formerly known as CNL Income Company, LLC, the directors, or any of their affiliates are subject to certain voting restrictions. Neither the Advisor, nor the directors, nor any of their affiliates may vote or consent on matters submitted to the stockholders regarding the removal of the Advisor, directors, or any of their affiliates or any transactions between the Company and any of them.
| 10. | Indebtedness: |
On January 25, 2008, the Company entered into a $140.0 million loan collateralized by mortgages on 22 golf properties. The loan bears interest annually at a fixed rate of 6.09%, for a term of five years with monthly payments of principal and interest based on a 25-year amortization period. A balloon payment for the remaining principal and interest is due upon the loan’s maturity at the end of five years.
On March 26, 2008, the Company acquired three golf properties located in Virginia. In connection with the acquisition, the Company assumed a loan with an outstanding balance of approximately $5.9 million. The loan is collateralized by one golf property and bears interest annually at a fixed rate of 7.28%, and has a remaining term of eight years with monthly payments of principal and interest based on a 25-year amortization period. A balloon payment for the remaining principal and interest is due upon the loan’s maturity at the end of eight years.
14
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 10. | Indebtedness(Continued): |
Total indebtedness of the Company consisted of the following (in thousands):
| June 30, 2008 | December 31, 2007 | |||||
Mortgages payable | $ | 473,001 | $ | 326,782 | ||
Seller financing | 28,874 | 28,838 | ||||
Total | $ | 501,875 | $ | 355,620 | ||
| 11. | Related Party Arrangements: |
Certain directors and officers of the Company hold similar positions with the Advisor, which is both a stockholder of the Company and its Advisor, and CNL Securities Corp. (the “Managing Dealer”), which is the managing dealer for the Company’s public offerings. The Company’s chairman of the board indirectly owns a controlling interest in CNL Financial Group, the parent company of the Advisor. The Advisor and Managing Dealer receive fees and compensation in connection with the Company’s stock offerings and the acquisition, management and sale of the Company’s assets.
For the quarter and six months ended June 30, 2008 and 2007, the Company incurred the following fees (in thousands):
| Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
Selling commissions | $ | 4,768 | $ | 25,475 | $ | 11,538 | $ | 36,444 | ||||
Marketing support fee & due diligence expense reimbursements | 2,045 | 10,918 | 4,947 | 15,637 | ||||||||
Total | $ | 6,813 | $ | 36,393 | $ | 16,485 | $ | 52,081 | ||||
The Managing Dealer is entitled to selling commissions of up to 7.0% of gross offering proceeds and marketing support fees of 3.0% of gross offering proceeds, in connection with the Company’s offerings as well as actual expenses incurred up to 0.10% of proceeds in connection with due diligence. A substantial portion of the selling commissions and marketing support fees and all of the due diligence expenses are reallowed to third-party participating broker dealers.
For the quarter and six months ended June 30, 2008 and 2007, the Advisor earned fees and incurred reimbursable expenses as follows (in thousands):
| Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
Acquisition fees:(1) | ||||||||||||
Acquisition fees from offering proceeds | $ | 2,365 | $ | 10,935 | $ | 5,522 | $ | 15,899 | ||||
Acquisition fees from debt proceeds | — | 1,919 | 4,378 | 6,004 | ||||||||
Total | 2,365 | 12,854 | 9,900 | 21,903 | ||||||||
Asset management fees:(2) | 5,422 | 3,511 | 10,635 | 6,297 | ||||||||
Reimbursable expenses:(3) | ||||||||||||
Offering costs | 2,168 | 1,537 | 2,991 | 2,540 | ||||||||
Acquisition costs | 336 | 167 | 478 | 859 | ||||||||
Operating expenses | 1,596 | 310 | 2,243 | 688 | ||||||||
Total | 4,100 | 2,014 | 5,712 | 4,087 | ||||||||
Total fees earned and reimbursable expenses | $ | 11,887 | $ | 18,379 | $ | 26,247 | $ | 32,287 | ||||
15
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 11. | Related Party Arrangements(Continued): |
FOOTNOTES:
| (1) | Acquisition fees are paid for services in connection with the selection, purchase, development or construction of real property, generally equal to 3.0% of gross offering proceeds, and 3.0% of loan proceeds for services in connection with the incurrence of debt. |
| (2) | Asset management fees are equal to 0.08334% per month of the Company’s “real estate asset value,” as defined in the Company’s prospectus, and the outstanding principal amount of any mortgage loan as of the end of the preceding month. |
| (3) | The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Company’s organization, offering, acquisitions, and operating activities. Pursuant to the advisory agreement, the Company will not reimburse the Advisor any amount by which total operating expenses paid or incurred by the Company exceed the greater of 2.0% of average invested assets or 25.0% of net income (the “Expense Cap”) in any expense year, as defined in the advisory agreement. For the expense year ended June 30, 2008, operating expenses did not exceed the Expense Cap. |
Amounts due to affiliates for fees and expenses described above are as follows (in thousands):
| June 30, 2008 | December 31, 2007 | |||||
Due to the Advisor and its affiliates: | ||||||
Offering expenses | $ | 1,054 | $ | 767 | ||
Asset management fees | 1,825 | 1,588 | ||||
Operating expenses | 384 | 352 | ||||
Acquisition fees and expenses | 724 | 544 | ||||
Total | $ | 3,987 | $ | 3,251 | ||
Due to Managing Dealer: | ||||||
Selling commissions | $ | 775 | $ | 277 | ||
Marketing support fees and due diligence expense reimbursements | 333 | 119 | ||||
Total | $ | 1,108 | $ | 396 | ||
Total due to affiliates | $ | 5,095 | $ | 3,647 | ||
The Company also maintains accounts at a bank in which the Company’s chairman and vice-chairman serve as directors. The Company had deposits of approximately $4.9 million and $1.9 million as of June 30, 2008 and December 31, 2007, respectively.
| 12. | Redemption of Shares: |
During the quarter and six months ended June 30, 2008, the Company redeemed approximately 471,000 and 1,115,000 shares of common stock at an average price of approximately $9.52 and $9.47 per share for a total of approximately $4.5 million and $10.6 million, respectively. The redemption price per share is based on the amount of time that the redeeming stockholder has held the applicable shares, but in no event will the redemption price be greater than the price of shares sold to the public in any offering. These shares are considered retired and will not be reissued.
16
CNL LIFESTYLE PROPERTIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
| 13. | Distributions: |
In order to qualify as a REIT for federal income tax purposes, the Company must, among other things, make distributions each taxable year equal to at least 90% of its REIT taxable income. The Company intends to make regular distributions, and the board of directors currently intends to declare distributions on a monthly basis using the first day of the month as the record date. For the six months ended June 30, 2008, the Company declared and paid distributions of approximately $61.3 million ($0.3075 per share).
For the six months periods ended June 30, 2008 and 2007, approximately 51.75% and 71.56% of the distributions paid to the stockholders were considered ordinary income and approximately 48.25% and 28.44% were considered a return of capital for federal income tax purposes, respectively. No amounts distributed to stockholders are required to be or have been treated as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in the advisory agreement.
| 14. | Commitments & Contingencies: |
The Company has commitments under ground leases, concession holds and land permits. Ground lease payments, concession holds and land permit fees are generally based on a percentage of gross revenue of the underlying property over certain thresholds, and are paid by the third-party tenants in accordance with the terms of the triple-net leases with those tenants. These fees and expenses were approximately $4.5 million and $2.6 million for the six months ended June 30, 2008 and 2007, respectively, and have been reflected as ground lease, concession holds and permit fees with a corresponding increase in rental income from operating leases in the accompanying unaudited condensed consolidated statements of operations.
The Company has commitments to fund equipment replacements and other capital improvement projects for its properties. The Company expects to make approximately $32.4 million of such capital expenditures during the remaining of the year ending December 31, 2008.
From time to time the Company may be exposed to litigation arising from operations of its business in the ordinary course of business. Management is not aware of any such litigation that it believes will have a material adverse impact on the Company’s financial condition or results of operations.
| 15. | Subsequent Events: |
The Company’s board of directors declared distributions of $0.05125 per share to stockholders of record at the close of business on July 1, 2008 and August 1, 2008. These distributions are to be paid by September 30, 2008.
On July 11, 2008, the Company acquired Myrtle Waves Water Park located in Myrtle Beach, South Carolina, from PARC Myrtle Waves, LLC for a purchase price of $9.1 million excluding transaction costs. The water park is leased to PARC, an existing tenant of the Company, under a long-term triple-net lease for a term of 20 years with three 10-year renewal options.
17
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
INTRODUCTION
The following discussion is based on the condensed consolidated financial statements as of June 30, 2008 and December 31, 2007 and for the quarter and six months ended June 30, 2008 and 2007. Amounts as of December 31, 2007 included in the unaudited condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis thereto included in our annual report on Form 10-K for the year ended December 31, 2007.
All capitalized terms used herein but not defined shall have the meaning described to them in the “Definition” section of our Prospectus.
STATEMENTREGARDINGFORWARDLOOKINGINFORMATION
The following information contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: conditions affecting the CNL brand name, increased direct competition, changes in general economic conditions or a nationwide recession, changes in government regulations or accounting rules, changes in local and national real estate conditions, our ability to obtain additional lines of credit or permanent financing on satisfactory terms, changes in interest rates, availability of proceeds from our offering of shares, our tenants inability to manage rising costs, our ability to identify suitable investments, our ability to close on identified investments, inaccuracies of our accounting estimates, our ability to locate suitable tenants and operators for our properties and borrowers for our mortgage loans and the ability of such tenants and borrowers to make payments under their respective leases or loans. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
GENERAL
CNL Lifestyle Properties, Inc., formerly known as CNL Income Properties, Inc., was organized pursuant to the laws of the State of Maryland on August 11, 2003. We were formed primarily to acquire lifestyle properties in the United States and Canada that we generally lease on a long-term basis (generally between five to 20 years, plus multiple renewal options) to tenants or operators that we consider to be significant industry leaders. We define lifestyle properties as those properties that reflect or are impacted by the social, consumption and entertainment values and choices of our society. We also make and acquire loans (including mortgage, mezzanine and other loans) or other Permitted Investments related to interests in real estate. We have retained CNL Lifestyle Company, LLC (our “Advisor”), formerly known as CNL Income Company, LLC, as our Advisor to provide management, acquisition, advisory and administrative services.
As of June 30, 2008, we owned 109 lifestyle properties, directly and indirectly, within the following asset classes: Ski and Mountain Lifestyle, Golf, Attractions and Additional Lifestyle Properties. Ten of these 109 properties are owned through unconsolidated ventures and three are located in Canada. Also, as of June 30, 2008, we had eight loans outstanding.
We currently operate and have elected to be taxed as a REIT for federal income tax purposes beginning with the taxable year ended December 31, 2004. As a REIT we generally will not be subject to federal income tax at the corporate level to the extent that we distribute at least 90% of our taxable income to our stockholders and meet other compliance requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is lost. Such an event could materially and adversely affect our net income and cash flows. However, we believe that we are organized and have operated in a manner to qualify for treatment as a REIT and we intend to continue to be organized and to operate so as to remain qualified as a REIT for federal income tax purposes.
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LIQUIDITYAND CAPITAL RESOURCES
General
Our principal demand for funds during the short and long-term will be for property acquisitions, loans and other Permitted Investments and the payment of operating expenses, debt service and distributions to stockholders. Generally, our cash needs for items other than property acquisitions and making loans will be generated from operations and our existing investments. The sources of our operating cash flows are primarily driven by the rental income and net security deposits received from leased properties, from interest payments on the loans we make, interest earned on our cash balances and by distributions from our unconsolidated entities. A reduction in cash flows from any of these sources could significantly decrease our ability to pay distributions to our stockholders. We have also entered into a revolving line of credit with a capacity of $100.0 million, which will be used to bridge short-term liquidity needs that arise due to timing of cash receipts and payments.
We intend to continue to acquire properties and make loans and other Permitted Investments with proceeds from our public offerings and long-term debt financing. If sufficient capital is not raised, it would limit our ability to acquire additional properties or make loans and Permitted Investments. A failure to raise necessary capital could impact our ability to pay distributions to our shareholders unless we choose to borrow to do so.
We intend to continue to pay distributions to our stockholders on a quarterly basis. Operating cash flows are expected to continue to be generated from properties, loans and other Permitted Investments to cover such distributions. In the event that our properties do not perform as expected or that we are unable to acquire properties at the pace expected, we may not be able to continue to pay distributions to stockholders or may need to reduce the distribution rate or borrow to continue paying distributions, all of which may negatively impact a stockholder’s investment in the long term. Our ability to acquire properties is in part dependent upon our ability to locate and contract with suitable third-party tenants. The inability to locate suitable tenants may delay our ability to acquire certain properties. Not only are we experiencing increased competition in our targeted asset classes, we are also challenged due to the complex and expensive structures we must use to acquire properties due to the tax, accounting and legal requirements of being a REIT. Delays in acquiring properties or making loans with the capital raised from our common stock offerings adversely affect our ability to pay distributions to our existing stockholders.
We believe that our current and anticipated capital resources, including cash on hand and the availability of funds from our line of credit and from other potential borrowings are sufficient to meet our liquidity needs for the coming year.
Sources of Liquidity and Capital Resources
Common Stock Offering
Our main source of capital is from our common stock offerings. As of June 30, 2008 we had received approximately $2.1 billion (212.2 million shares) in total offering proceeds. The following table summarizes our public offerings as of June 30, 2008 (in thousands):
| 1st Offering | 2nd Offering | 3rd Offering | Total | |||||||||||||||||||||||
| Shares | Proceeds | Shares | Proceeds | Shares | Proceeds | Shares | Proceeds | |||||||||||||||||||
Subscriptions received | 51,247 | $ | 512,540 | 145,242 | $ | 1,448,595 | 5,734 | $ | 59,869 | 202,223 | $ | 2,021,004 | ||||||||||||||
Subscriptions received pursuant to reinvestment plan | 862 | 8,188 | 7,520 | 71,440 | 1,562 | 14,836 | 9,944 | 94,464 | ||||||||||||||||||
Redemptions | (1,495 | ) | (14,183 | ) | (587 | ) | (5,506 | ) | — | — | (2,082 | ) | (19,689 | ) | ||||||||||||
Total | 50,614 | $ | 506,545 | 152,175 | $ | 1,514,529 | 7,296 | $ | 74,705 | 210,085 | $ | 2,095,779 | ||||||||||||||
Number of investors | 17,505 | 48,517 | 1,101 | 67,123 | ||||||||||||||||||||||
In addition to the shares sold through our public offerings, our Advisor purchased 20,000 shares for $200,000 preceding the commencement of our 1st Offering. In December 2004, 117,706 restricted common shares for $1.2 million were issued to CNL Financial Group, Inc., a company affiliated with our Advisor and wholly-owned indirectly by our chairman of the board and his wife.
During the period July 1, 2008 through August 6, 2008, we received additional subscription proceeds of approximately $40.8 million (4.1 million shares).
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Borrowings
We have borrowed and intend to continue to borrow money to acquire properties and to pay certain related fees. We have also borrowed, and may continue to borrow, money to pay distributions to stockholders. In general, we pledge our assets in connection with such borrowings. The aggregate amount of permanent financing is not expected to exceed 50% of our total assets on an annual basis. The maximum amount we may borrow is 300% of our net assets in the absence of a satisfactory showing that a higher level of borrowing is appropriate. In order to borrow an amount in excess of 300% of our net assets, a majority of the independent members of our board of directors must approve the borrowing and the borrowing must be disclosed and explained to stockholders in our first quarterly report after such approval occurs.
As of June 30, 2008 our indebtedness consisted of the following (in thousands):
| June 30, 2008 | December 31, 2007 | |||||
Mortgages payable | $ | 473,001 | $ | 326,782 | ||
Seller financing | 28,874 | 28,838 | ||||
Total | $ | 501,875 | $ | 355,620 | ||
Operating Cash Flows
Our net cash flow provided by operating activities was approximately $69.6 million for the six months ended June 30, 2008 which consisted primarily of rental revenues, interest income on mortgages and other notes receivable, distributions from our unconsolidated entities and interest earned on cash balances and the offset by payments made for operating expenses (including asset management fees to our Advisor and interest expense), as compared to the net cash flow from operating activities of approximately $52.0 million for the six months ended June 30, 2007. The fluctuation in operating cash flow is principally due to the increase of our total assets under management and the related revenues and cash flows generated from these investments.
Several of the asset classes in which we have invested are seasonal in nature. Additionally, for some tenants, lower than expected revenues and unanticipated increases in costs have occurred as a result of national and global economic conditions. Seasonality, as well as these current economic conditions, have affected operations for certain tenants within certain of our asset classes especially those affected by increases in fuel, fertilizer and water costs.
In June 2008, one of our tenants that accounts for annualized base rent of $37.5 million notified us that it was having working capital shortages and would be unable to pay the full amount of June 2008 rent. At that time, we evaluated the situation and agreed to allow this tenant to defer $2.2 million in rent until the end of its seasonally busy period on September 30, 2008. We have continued to evaluate this tenant and, based on our further evaluation of its forecasted operating results, believe that it is unlikely that it will generate sufficient net operating income to pay the full amount of rent through its next seasonally slow period which occurs during late 2008 and early 2009. As a result, we are evaluating several strategic options including, but not limited to, granting additional rent deferrals, temporarily using cash security deposits to offset rents, restructuring certain leases, selling one or more properties and acquiring a minority interest in the tenant company in order to facilitate operating improvements. In the event that we defer additional rents, such deferrals will be accompanied by an agreement with the tenant to future increases in rents over and above the originally agreed upon amounts to compensate us for the temporary deferrals. If we allow for temporary reductions in security deposits, we will require that it be replenished at later dates. We are also working with this tenant to implement revenue enhancing and cost containment initiatives. Although we believe the current situation is temporary in nature, we cannot be certain how long this situation and the current economic slowdown will persist. Rent deferrals and other actions we may take could have an effect on our cash available for distributions to stockholders during the deferral period.
At the time of this filing, none of our tenants are in default for non-payment of rent under the terms of their leases. However, we will continue to monitor the operations of our tenants as we work through the current economic climate.
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The following table summarizes the distributions declared to us from our unconsolidated entities (in thousands):
Period | Wolf Partnership(1) | DMC Partnership | Intrawest Venture | Total | |||||||||
Six months ended June 30, 2008 | $ | — | $ | 5,172 | $ | 1,609 | $ | 6,781 | |||||
Six months ended June 30, 2007 | — | 5,080 | 1,654 | 6,734 | |||||||||
Increase (decrease) | $ | — | $ | 92 | $ | (45 | ) | $ | 47 | ||||
FOOTNOTES:
| (1) | The Wolf Partnership has been adversely affected by a regional economic downturn impacting the Sandusky, Ohio property and by greater than expected competitive pressures, including competitor rate cuts and expansion, at both the Wisconsin Dells and Sandusky, Ohio locations. We expect that cash flows will continue to be affected by these economic and competitive pressures and do not expect to receive any distributions in the near term. We continue to work with our partner and operator to develop strategies that seek to improve the performance of the properties and our returns over the long-term at both of these locations. |
Uses of Liquidity and Capital Resources
Property Acquisitions
During the six months ended June 30, 2008, we acquired seven golf properties and one marina for an aggregate purchase price of approximately $88.2 million including transaction costs. In addition, we paid $756,000 in settlement and transaction costs and acquired ownership of the Orlando Grand Plaza Hotel & Suites through a settlement agreement. See “Mortgages and Other Notes Receivable” below for additional information regarding this settlement. The property is currently closed and is in the initial stage of a significant redevelopment.
We have committed to fund equipment replacements and other capital improvements for certain existing properties. We also have potential obligations to pay additional contingent purchase consideration related to some of the properties we acquired if those properties achieve certain performance thresholds. See “Events Occurring Subsequent to June 30, 2008” and “Commitments, Contingencies and Contractual Obligations” for additional information.
Mortgages and Other Notes Receivable
As of June 30, 2008, we had the following loans outstanding (in thousands):
Borrower and Description of Property | Date of Loan Agreement | Maturity date | Interest Rate | Loan Principal Amount | Accrued Interest | |||||||||
Shorefox Development, LLC (lifestyle community development)(1) | 3/13/2006 | 3/10/2009 | 13.50 | % | $ | 40,000 | $ | 2,384 | ||||||
Marinas International, Inc. (four marinas) | 12/22/2006 | 12/22/2021 | 10.25 | % | 39,151 | 1,041 | ||||||||
Booth Creek Resort Properties LLC (two ski properties & one parcel of land) | 1/18/2007 | 1/19/2010 | 15.0 | % | 12,000 | 1,136 | ||||||||
Total | 91,151 | $ | 4,561 | |||||||||||
Accrued interest | 4,561 | |||||||||||||
Acquisition fees, net | 1,652 | |||||||||||||
Loan origination fees, net | (62 | ) | ||||||||||||
Total carrying amount | $ | 97,302 | ||||||||||||
FOOTNOTE:
(1) | Pursuant to the loan agreement, we agreed to provide financing of up to $40.0 million in connection with the development of the infrastructure of an Orvis®-branded lifestyle community in Granby, Colorado. The loan matures on March 10, 2009 and requires interest payments based on an annual interest rate of 9.5% paid monthly with the remaining 4.0% becoming due and payable upon the loan’s maturity. The term of the loan may be extended by the borrower up to 12 months. The loan is collateralized by a first mortgage on the majority of the Granby property. In January 2008, the borrower advised us that they were having financial difficulties and would no longer be able to fund debt service on the loan. The loan was deemed impaired and we ceased recording interest on the loan. On April 2, 2008, we filed a complaint to foreclose on the collateral of the loan. Management |
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believes, based on market valuation studies, that the value of the underlying collateral exceeds the balance of principal as well as accrued and deferred interest and, therefore, has not established an allowance for loan losses for this loan. We will continue to monitor the value of the collateral for the loan and evaluate our alternatives during the remainder of 2008. In the event additional information indicates changes in the underlying value of the collateral, we may record an allowance for loan losses. |
On February 28, 2006, we made a $16.8 million loan to Plaza Partners, LLC, which was used to purchase the Orlando Grand Plaza Hotel & Suites for conversion to a condominium hotel. On February 28, 2007, the loan matured and the borrower was unable to repay the loan. On June 15, 2007, we filed a complaint to foreclose on the collateral of the loan and on May 28, 2008, we settled with the borrower and took possession of the property. In connection with the settlement, we paid $756,000 in settlement and transaction costs and released the borrower of its obligations of $18.5 million, including accrued interest of approximately $1.7 million, in exchange for ownership of the property. The property is currently closed and is in the initial stages of a significant redevelopment.
Distributions
We intend to pay distributions to our stockholders on a quarterly basis. The amount of distributions declared to our stockholders will be determined by our board of directors and is dependent upon a number of factors, including expected and actual net cash from operations for the year, our financial condition, a balanced analysis of both current and expected long-term stabilized cash flows from our properties, our objective of continuing to qualify as a REIT for federal income tax purposes, economic conditions, other operating trends, capital requirements and avoidance of volatility of distributions. Operating cash flows are expected to be generated from properties, loans and other Permitted Investments acquired or made by us.
We do not pay distributions from proceeds from our common stock offerings. We have historically made, and may continue to make, advances under our revolving line of credit to temporarily fund the payment of distributions at the end of each fiscal quarter. We currently have up to $100.0 million liquidity under our revolving line of credit.
The distributions declared and paid during the six months ended June 30, 2008 and 2007 were $61.3 million and $40.1 million, respectively, and exceeded net income for the six months ended June 30, 2008 and 2007 by approximately $42.2 million and $21.3 million, respectively. Distributions to stockholders may be considered a return of capital to the extent the amount of such distributions exceeds net income calculated in accordance with generally accepted accounting principles (“GAAP”). Accordingly, for the six months ended June 30, 2008 and 2007, approximately 68.9% and 53.1%, of the distributions represented a return of capital, if calculated using GAAP net income as the basis. Approximately 48.3% and 28.4% of the distributions for the six months ended June 30, 2008 and 2007, respectively, constitute a return of capital for federal income tax purposes. No amounts distributed to stockholders are required to be or have been treated as a return of capital for purposes of calculating the stockholders’ return on their invested capital as described in our advisory agreement.
The following table compares cash flows provided by operations to cash distributions declared (in thousands):
| Six Months Ended June 30, | ||||||
| 2008 | 2007 | |||||
Cash flows provided by operations | $ | 69,624 | $ | 51,955 | ||
Distributions declared | 61,272 | 40,148 | ||||
Excess | $ | 8,352 | $ | 11,807 | ||
Common Stock Redemptions
For the quarter and six months ended June 30, 2008 approximately 471,000 and 1,115,000 shares were redeemed at an average price per share of approximately $9.52 and $9.47, respectively, for a total of $4.5 million and $10.6 million, respectively. These shares are considered retired and will not be reissued.
Stock Issuance Costs and Other Related Party Arrangements
Certain of our directors and officers hold similar positions with CNL Lifestyle Company, LLC, formerly known as CNL Income Company, LLC, which is both a stockholder and our Advisor, and CNL Securities Corp. (our “Managing Dealer”) which is the managing dealer for our public offerings. Our chairman of the board indirectly owns a controlling interest in CNL Financial Group, the parent company of our Advisor. These entities receive fees and expense reimbursements in connection with our stock offerings and the acquisition, management and sale of our assets. Amounts incurred relating to these transactions were approximately $42.7 million and $84.4 million, for the six months ended June 30, 2008 and 2007, respectively. Of these amounts, approximately $5.1 million and $3.6 million are included in the due to related parties in the accompanying condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007, respectively.
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Pursuant to the advisory agreement, we will not reimburse our Advisor any amount by which total operating expenses paid or incurred by us exceed the greater of 2.0% of average invested assets or 25.0% of net income (the “Expense Cap”). For the six months ended June 30, 2008, operating expense did not exceed the Expense Cap.
We maintain accounts at a bank in which our chairman and vice-chairman serve as directors. We had deposits of approximately $4.9 million and $1.9 million as of June 30, 2008 and December 31, 2007, respectively.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Derivative Instruments and Hedging Activities – We utilize derivative instruments to partially offset the effect of fluctuating interest rates on the cash flows associated with our variable-rate debt. We follow established risk management policies and procedures in our use of derivatives and do not enter into or hold derivatives for trading or speculative purposes. We record all derivative instruments on the balance sheet at fair value. On the date we enter into a derivative contract, the derivative is designated as a hedge of the exposure to variable cash flows of a forecasted transaction. The effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently recognized in the statement of operations in the periods in which earnings are impacted by the variability of the cash flows of the hedged item. Any ineffective portion of the gain or loss is reflected in interest expense in the statement of operations. As of June 30, 2008, the fair value of the hedge liabilities totaled approximately $130,000. During the six months ended June 30, 2008, our hedges qualified as highly effective and, accordingly, all of the change in value is reflected in other comprehensive income. Determining fair value and testing effectiveness of these financial instruments requires management to make certain estimates and judgments. Changes in assumptions could have a positive or negative impact on the estimated fair values and measured effectiveness of such instruments could in turn impact our results of operations.
See our annual report on Form 10-K for the year ended December 31, 2007 for a summary of our other Critical Accounting Policies and Estimates.
IMPACTOFRECENTACCOUNTINGPRONOUNCEMENTS
Effective January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under FAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. In February 2008, the Financial Accounting Standards Board (the “FASB”) issued Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which provides a one year deferral of the effective date of FAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Accordingly, we partially adopted the provisions of FAS 157 with respect to our financial assets and liabilities only. The implementation of FAS 157 did not result in material changes to the methods or processes we use to value these assets and liabilities.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “Fair Value Option for Financial Assets and Financial Liabilities” (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement expands the use of FAS 157 and is effective for fiscal years beginning after November 15, 2007. The adoption of this pronouncement did not have a significant impact on our current practice or on our financial position or results of operations as we did not elect the fair value measurement option.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Non-Controlling Interests in Consolidated Financial Statements” (FAS 160). This statement calls for (i) all non-controlling interests to be recognized in the equity section of the consolidated balance sheets apart from the parent’s equity, (ii) requires the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income and (iii) requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. The application of this pronouncement is effective for annual periods beginning after December 15, 2008 and is not expected to have a significant impact on our financial position or results of operations.
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In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised), “Business Combinations” (“FAS 141R”). FAS 141R (i) requires the acquiring entity in a business combination to recognize assets acquired and liabilities assumed, (ii) establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed and (iii) requires entities to disclose to investors and other users additional information they need to evaluate and understand the nature and financial effect of the business combination. Additionally, FAS 141R requires an acquiring entity to immediately expense all acquisition costs and fees associated with an acquisition. The application of this pronouncement is effective in fiscal year beginning on or after December 15, 2008. The adoption of FAS 141R will have a significant impact on our operating results because of the highly acquisitive nature of our business. In 2009, we expect to have an immediate reduction in our net income attributable to new acquisitions since acquisition costs and fees which have historically been capitalized and allocated to the cost basis of the properties will instead be expensed immediately as incurred. Post acquisition, we expect there to be a subsequent positive impact on net income through a reduction in depreciation expense over the estimated life of the properties as a result of acquisition costs and fees no longer being capitalized and depreciated.
In March 2008, the FASB issued statement of Financial Accounting Standards No. 161 (an amendment to FASB No. 133), “Disclosures about Derivative and Hedging Activities” (“FAS 161”). This statement calls for all entities to enhance the disclosure requirements for derivative instruments and hedging activities to include (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, where it requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flow. The application of this pronouncement is effective for fiscal years and interim periods beginning after November 15, 2008. We currently record our hedge on our balance sheets at fair value with changes in fair value recorded in other comprehensive income. As such, the adoption of FAS 161 is not expected to have a significant impact on our financial position or results of operations.
In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, “Determining the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure such asset’s fair value. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The implementation of FSP 142-3 is not expected to have a significant impact on our financial position or results of operations.
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RESULTSOF OPERATIONS
The following is an analysis and discussion of our operations for the quarter and six months ended June 30, 2008 as compared to June 30, 2007 (in thousands except per share data):
| Quarter Ended | |||||||||||||||
| June 30, | $ Change | % Change | |||||||||||||
| 2008 | 2007 | ||||||||||||||
Revenues: | |||||||||||||||
Rental income from operating leases | $ | 51,587 | $ | 28,780 | $ | 22,807 | 79.2 | % | |||||||
Interest income on mortgages and other notes receivable | 1,426 | 2,755 | (1,329 | ) | -48.2 | % | |||||||||
Other operating income | — | 2,420 | (2,420 | ) | -100.0 | % | |||||||||
Total revenues | 53,013 | 33,955 | 19,058 | 56.1 | % | ||||||||||
Expenses: | |||||||||||||||
Asset management fees to advisor | 5,422 | 3,511 | 1,911 | 54.4 | % | ||||||||||
General and administrative | 4,512 | 2,025 | 2,487 | 122.8 | % | ||||||||||
Ground lease and permit fees | 2,456 | 1,367 | 1,089 | 79.7 | % | ||||||||||
Repairs and maintenance | 446 | 250 | 196 | 78.4 | % | ||||||||||
Other operating expenses | 1,253 | 1,681 | (428 | ) | -25.5 | % | |||||||||
Depreciation and amortization | 24,960 | 14,481 | 10,479 | 72.4 | % | ||||||||||
Total expenses | 39,049 | 23,315 | 15,734 | 67.5 | % | ||||||||||
Operating income | 13,964 | 10,640 | 3,324 | 31.2 | % | ||||||||||
Other income (expense): | |||||||||||||||
Interest and other income | 1,677 | 2,689 | (1,012 | ) | -37.6 | % | |||||||||
Interest expense and loan cost amortization | (8,209 | ) | (4,142 | ) | (4,067 | ) | -98.2 | % | |||||||
Equity in earnings of unconsolidated entities | (86 | ) | 1,080 | (1,166 | ) | -108.0 | % | ||||||||
Total other income (expense) | (6,618 | ) | (373 | ) | (6,245 | ) | -1674.3 | % | |||||||
Net income | $ | 7,346 | $ | 10,267 | $ | (2,921 | ) | -28.5 | % | ||||||
Earnings per share of common stock (basic and diluted) | $ | 0.04 | $ | 0.07 | $ | (0.03 | ) | -42.9 | % | ||||||
Weighted average number of shares of common stock outstanding (basic and diluted) | 205,095 | 151,232 | |||||||||||||
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| Six Months Ended | |||||||||||||||
| June 30, | $ Change | % Change | |||||||||||||
| 2008 | 2007 | ||||||||||||||
Revenues: | |||||||||||||||
Rental income from operating leases | $ | 99,547 | $ | 48,709 | $ | 50,838 | 104.4 | % | |||||||
Interest income on mortgages and other notes receivable | 2,712 | 5,834 | (3,122 | ) | -53.5 | % | |||||||||
Other operating income | — | 3,439 | (3,439 | ) | -100.0 | % | |||||||||
Total revenues | 102,259 | 57,982 | 44,277 | 76.4 | % | ||||||||||
Expenses: | |||||||||||||||
Asset management fees to advisor | 10,635 | 6,297 | 4,338 | 68.9 | % | ||||||||||
General and administrative | 6,069 | 3,814 | 2,255 | 59.1 | % | ||||||||||
Ground lease and permit fees | 4,524 | 2,566 | 1,958 | 76.3 | % | ||||||||||
Repairs and maintenance | 779 | 310 | 469 | 151.3 | % | ||||||||||
Other operating expenses | 2,196 | 2,744 | (548 | ) | -20.0 | % | |||||||||
Depreciation and amortization | 48,003 | 24,626 | 23,377 | 94.9 | % | ||||||||||
Total expenses | 72,206 | 40,357 | 31,849 | 78.9 | % | ||||||||||
Operating income | 30,053 | 17,625 | 12,428 | 70.5 | % | ||||||||||
Other income (expense): | |||||||||||||||
Interest and other income | 3,144 | 4,803 | (1,659 | ) | -34.5 | % | |||||||||
Interest expense and loan cost amortization | (15,661 | ) | (5,583 | ) | (10,078 | ) | -180.5 | % | |||||||
Equity in earnings of unconsolidated entities | 1,491 | 1,984 | (493 | ) | -24.8 | % | |||||||||
Total other income (expense) | (11,026 | ) | 1,204 | (12,230 | ) | -1015.8 | % | ||||||||
Net income | $ | 19,027 | $ | 18,829 | $ | 198 | 1.1 | % | |||||||
Earnings per share of common stock (basic and diluted) | $ | 0.09 | $ | 0.14 | $ | (0.05 | ) | -35.7 | % | ||||||
Weighted average number of shares of common stock outstanding (basic and diluted) | 200,776 | 137,809 | |||||||||||||
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Rental income from operating leases. The significant increase in rental income for the quarter and six months ended June 30, 2008 as compared to the same periods in 2007 was principally due to the acquisition of 39 properties between July 1, 2007 and June 30, 2008. The following analysis quantifies the total rental income generated from our properties based on the period in which the properties were acquired and leased, and the increases in rental income attributable to those properties on a comparative basis, period to period:
Properties Subject to Operating Leases | Number of Properties | Total Rental Income (in thousands) for the Quarter Ended June 30, | Percentage of Total 2008 Rental Income | Percentage of Total 2007 Rental Income | Percentage of Total Increase in Rental Income | |||||||||||||
| 2008 | 2007 | |||||||||||||||||
Acquired prior to April 1, 2007 | 48 | $ | 23,161 | $ | 19,817 | 44.9 | % | 68.9 | % | 14.7 | % | |||||||
Acquired between April 1, 2007 and June 30, 2007 | 11 | 22,568 | 8,963 | 43.7 | % | 31.1 | % | 59.6 | % | |||||||||
Acquired after June 30, 2007 | 39 | 5,858 | — | 11.4 | % | — | 25.7 | % | ||||||||||
Total | 98 | (1) | $ | 51,587 | $ | 28,780 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
FOOTNOTE:
(1) | This number does not include the Orlando Grand Plaza Hotel & Suites, which is currently closed for redevelopment. |
Approximately 44.9% of total rental income for the quarter ended June 30, 2008, or 14.7% of the increase in rental income was generated from properties that were acquired prior to April 1, 2007 as a result of greater contingent rent being earned during 2008 than for the same period in 2007. We acquired 11 additional properties between April 1, 2007 and June 30, 2007 which generated approximately $22.6 million and $9.0 million or 43.7% and 31.1% of total rental income for the quarters ended June 30, 2008 and 2007, respectively. These 11 properties accounted for 59.6% of the total increase in rental income period over period. Approximately $5.9 million or 11.4% of total rental income for the quarter ended June 30, 2008 was derived from properties that were newly acquired between July 1, 2007 and June 30, 2008, which accounted for 25.7% of the total increase in rental income.
Properties Subject to Operating Leases | Number of Properties | Total Rental Income (in thousands) for the Six Months Ended June 30, | Percentage of Total 2008 Rental Income | Percentage of Total 2007 Rental Income | Percentage of Total Increase in Rental Income | |||||||||||||
| 2008 | 2007 | |||||||||||||||||
Acquired prior to January 1, 2007 | 42 | $ | 26,586 | $ | 25,387 | 26.7 | % | 52.1 | % | 2.4 | % | |||||||
Acquired between January 1, 2007 and June 30, 2007 | 17 | 42,008 | 23,322 | 42.2 | % | 47.9 | % | 36.8 | % | |||||||||
Acquired after June 30, 2007 | 39 | 30,953 | — | 31.1 | % | — | 60.8 | % | ||||||||||
Total | 98 | (1) | $ | 99,547 | $ | 48,709 | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
FOOTNOTE:
(1) | This number does not include the Orlando Grand Plaza Hotel & Suites, which is currently closed for redevelopment. |
Approximately 26.7% of total rental income for the six months ended June 30, 2008, or 2.4% of the increase in rental income was generated from properties that were acquired prior to January 1, 2007. We acquired 17 additional properties during the six months ended June 30, 2007 which generated approximately $42.0 million or 42.2% of total rental income during the six months ended June 30, 2008, as compared to $23.3 million or 47.9% of total rental income for the same period in 2007. This represents 36.8% of the total increase in rental income. Approximately 31.1% of total rental income for the six months ended June 30, 2008 was derived from properties that were newly acquired between July 1, 2007 and June 30, 2008, which accounted for 60.8% of the total increase in rental income for the six months ended June 30, 2008 as compared to the same period in the previous year.
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Interest income on mortgages and other notes receivable.For the quarter and six months ended June 30, 2008, we recognized interest income totaling approximately $1.4 million and $2.7 million, respectively on our seven performing loans with an aggregate principal balance of $51.2 million. As of June 30, 2008 we had one additional non-performing loan with a principal balance of $40.0 million outstanding during the period for which no interest income was recognized in 2008. Comparatively, for the quarter and six months ended June 30, 2007, we recognized interest income of $2.8 million and $5.8 million, respectively, which included interest income of $1.4 million and $3.1 million, respectively, relating to non-performing loans that were subsequently deemed impaired, were foreclosed, or otherwise satisfied.
| Number of Loans(1) | Quarter Ended June 30, | Change | Six Months Ended June 30, | Change | ||||||||||||||||||||||||
| 2008 | 2007 | $ | % | 2008 | 2007 | $ | % | |||||||||||||||||||||
Performing loans | 7 | $ | 1,426 | $ | 1,404 | $ | 22 | 1.57 | % | $ | 2,712 | $ | 2,718 | $ | (6 | ) | -0.22 | % | ||||||||||
Non-performing loans | 1 | — | 1,351 | (1,351 | ) | -100.0 | % | — | 3,116 | (3,116 | ) | -100.0 | % | |||||||||||||||
Total | 8 | $ | 1,426 | $ | 2,755 | $ | (1,329 | ) | -48.2 | % | $ | 2,712 | $ | 5,834 | $ | (3,122 | ) | -53.5 | % | |||||||||
FOOTNOTE:
(1) | During the quarter and six months ended June 30, 2007, we had two non-performing loans, one of which, we foreclosed upon and took ownership of on December 31, 2007 and the other we received title to the collateral property through a settlement agreement on May 28, 2008. In January 2008, one additional borrower ceased making payments on its $40.0 million loan obligation to us, which is classified as non-performing as of June 30, 2008. |
Other operating income and expense. During the quarter and six months ended June 30, 2008, other operating expense primarily related to the operation of our Mizner property. During the same period in 2007, other operating income and expense was principally attributable to the operations of Cowboys Golf Club which was operated through a TRS under a management agreement. On January 1, 2008, the management agreement was terminated and we simultaneously entered into a long-term, triple-net lease agreement on the property which subsequently eliminated the Cowboys Golf Club expenses.
Asset management fees to Advisor.Monthly asset management fees of 0.08334% of invested assets are paid to our Advisor for the acquisition of real estate assets and making loans. Total asset management fees were approximately $5.4 million and $10.6 million for the quarter and six months ended June 30, 2008 and $3.5 million and $6.3 million for the quarter and six months ended June 30, 2007, respectively. The increase in such fees is due to the acquisition of additional real estate properties we acquired and loans we made.
General and administrative.General and administrative expenses were approximately $4.5 million and $6.1 million for the quarter and six months ended June 30, 2008 as compared to approximately $2.0 million and $3.8 million for the quarter and six months ended June 30, 2007, respectively. The increase is primarily due to the overall increase in our operating activities as a result of the properties we have acquired.
Ground leases and permits. Ground lease payments, concession holds and land permit fees are generally based on a percentage of gross revenue of the underlying property over certain thresholds and are paid by the tenants in accordance with the terms of our triple-net leases with those tenants. These expenses have corresponding revenues included in rental income above. For the quarter and six months ended June 30, 2008, ground lease, concession holds and land permit fees were approximately $2.5 million and $4.5 million, respectively, as compared to approximately $1.4 million and $2.6 million for the same periods in 2007. The increase is attributable to the growth of our property portfolio. As of June 30, 2008, we owned 109 properties of which 34 properties are subject to ground leases, concession holds or land permit fees.
Repairs and maintenance. Repairs and maintenance expense was approximately $446,000 and $779,000 for the quarter and six months ended June 30, 2008 compared to approximately $250,000 and $310,000 for the quarter and six months ended June 30, 2007, respectively. The increase is primarily due to repairs and maintenance on new properties acquired between April 1, 2007 and June 30, 2008. These are expenditures from capital reserve accounts for replacements, repairs and maintenance at our properties, such as periodic repainting of buildings, which do not substantially enhance the properties or increase the estimated useful lives and therefore cannot be capitalized.
Depreciation and amortization.Depreciation and amortization expenses were approximately $25.0 million and $48.0 million for the quarter and six months ended June 30, 2008, compared to approximately $14.5 million and $24.6 million for the quarter and six months ended June 30, 2007, respectively. The increase is primarily due to the acquisition of additional real estate properties during 2007 and 2008.
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Operating income.Operating income was approximately $14.0 million and $30.1 million for the quarter and six months ended June 30, 2008 and approximately $10.6 million and $17.6 million for the quarter and six months ended June 30, 2007, respectively. The increase is primarily due to additional real estate properties acquired subsequent to June 30, 2007. See rental income from operating leases above for additional information.
Interest and other income.The decrease in interest income primarily resulted from a general reduction in rates paid by depository institutions on short-term deposits during 2008 as compared to 2007.
Interest expense and loan cost amortization.Interest expense for the quarter and six months ended June 30, 2008 increased as compared to the same periods in 2007 as we obtained additional debt financing to fund property acquisitions. As of June 30, 2008, we had loan obligations totaling $501.9 million with a weighted average fixed interest rate of 6.34%.
Equity in earnings. The following table summarizes equity in earnings (losses) from our unconsolidated entities (in thousands):
| Quarter Ended June 30, | |||||||||||||||
| 2008 | 2007 | $ Change | % Change | ||||||||||||
Wolf Partnership | $ | (2,357 | ) | $ | (1,232 | ) | $ | (1,125 | ) | -91.3 | % | ||||
DMC Partnership | 2,357 | 2,363 | (6 | ) | -0.3 | % | |||||||||
Intrawest Venture | (86 | ) | (51 | ) | (35 | ) | -68.6 | % | |||||||
Total | $ | (86 | ) | $ | 1,080 | $ | (1,166 | ) | -108.0 | % | |||||
| Six Months Ended June 30, | |||||||||||||||
| 2008 | 2007 | $ Change | % Change | ||||||||||||
Wolf Partnership | $ | (3,470 | ) | $ | (2,453 | ) | $ | (1,017 | ) | -41.5 | % | ||||
DMC Partnership | 4,713 | 4,699 | 14 | 0.3 | % | ||||||||||
Intrawest Venture | 248 | (262 | ) | 510 | 194.7 | % | |||||||||
Total | $ | 1,491 | $ | 1,984 | $ | (493 | ) | -24.8 | % | ||||||
Equity in earnings is recognized using the Hypothetical Liquidation Book Value (“HLBV”) method of accounting which means we recognize income in each period equal to the change in our share of assumed proceeds from the liquidation of the underlying unconsolidated entities at depreciated book value. Equity in earnings decreased by approximately $1.2 million and $493,000 for the quarter and six months ended June 30, 2008 as compared to the same periods in 2007, primarily due to an increase in the loss we were allocated by the Wolf Partnership of approximately $1.1 million and $1.0 million during the quarter and six months ended June 30, 2008. The increase in loss is related to the continued adverse performance experienced by the Wolf Partnership.
The HLBV method of recognizing earnings and losses from the unconsolidated entities is not expected to have an impact on the distributions we receive, however, it will likely result in reductions or fluctuations in our net income, earnings per share, funds from operations (“FFO”) and FFO per share. We received cash distributions from our unconsolidated entities of approximately $4.5 million and $8.4 million for the quarter and six months ended June 30, 2008 compared to approximately $3.8 million and $6.0 million for the quarter and six months ended June 30, 2007, respectively.
The Wolf Partnership continues to be affected by a regional economic downturn impacting the Sandusky, Ohio property and by greater competitive pressure, including competitor rate cuts and expansion, at both the Wisconsin Dells and Sandusky, Ohio locations. We continue to work with our partner and operator to develop strategies that seek to improve the performance of the properties and our returns, however, the affects of the economic downturn and competitive pressure is expected to continue to have an impact on our earnings in 2008.
Net income and earnings per share.Our net income and earnings per share are volatile as we are still in the early stages of operation and are experiencing significant growth. These performance measures are significantly affected by the pace at which we raise offering proceeds and the time it takes to accumulate and invest such proceeds in real estate acquisitions and other income-producing investments. The accumulation of funds over time in order to make large individually significant acquisitions can be dilutive to the earnings per share ratio. The decrease in earnings per share for the quarter and six months ended June 30, 2008, as compared to the same periods in the prior year was primarily due to (i) a reduction of interest income from non-performing loans, (ii) a reduction in equity in earnings from the Wolf Partnership and (iii) a reduction in the rates paid by depository institutions on short-term deposits.
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OTHER
Funds from Operations
We consider FFO to be an indicative measure of operating performance due to the significant effect of depreciation of real estate assets on net income. FFO, based on the revised definition adopted by the National Association of Real Estate Investment Trust (“NAREIT”) and as used herein, means net income determined in accordance with GAAP, excluding gains or losses from sales of property, plus depreciation and amortization of real estate assets and after adjustments for unconsolidated partnerships and joint ventures. We believe that by excluding the effect of depreciation and amortization, FFO can facilitate comparisons of operating performance between periods and between other equity REITs. FFO was developed by NAREIT as a relative measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. However, FFO (i) does not represent cash generated from operating activities determined in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events that enter into the determination of net income), (ii) is not necessarily indicative of cash flow available to fund cash needs and (iii) should not be considered as an alternative to net income determined in accordance with GAAP as an indication of our operating performance, or to cash flow from operating activities determined in accordance with GAAP as a measure of either liquidity or our ability to make distributions. FFO as presented may not be comparable to amounts calculated by other companies.
Accordingly, we believe that in order to facilitate a clear understanding of the consolidated historical operating results, FFO should be considered in conjunction with our net income and cash flows as reported in the accompanying condensed consolidated financial statements and notes thereto.
| Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
Net income | $ | 7,346 | $ | 10,267 | $ | 19,027 | $ | 18,829 | ||||
Adjustments: | ||||||||||||
Depreciation and amortization | 24,960 | 14,481 | 48,003 | 24,626 | ||||||||
Net effect of FFO adjustment from unconsolidated entities(1) | 4,632 | 4,933 | 8,136 | 8,930 | ||||||||
Total funds from operations | $ | 36,938 | $ | 29,681 | $ | 75,166 | $ | 52,385 | ||||
Weighted average number of shares of common stock outstanding (basic and diluted) | 205,095 | 151,232 | 200,776 | 137,809 | ||||||||
FFO per share (basic and diluted) | $ | 0.18 | $ | 0.20 | $ | 0.37 | $ | 0.38 | ||||
| �� | ||||||||||||
FOOTNOTES:
| (1) | This amount represents our share of the FFO adjustments allowable under the NAREIT definition (primarily depreciation) multiplied by the percentage of income or loss recognized under the HLBV method. |
FFO decreased to $0.37 per share for the six months ended June 30, 2008, as compared to $0.38 for the same period in 2007 principally due to the decrease in net FFO recognized from our unconsolidated ventures, a reduction in interest income from impaired loans and a reduction in rates paid by depository institutions on short-term deposits.
FFO decreased from $0.20 to $0.18 per share for the quarter ended June 30, 2008, as compared to the same period in 2007, as a result of a decrease in FFO from unconsolidated entities (specifically the majority of the decrease for the Wolf Partnership occurred in the second quarter of 2008), a reduction in interest income from impaired loans and a reduction in rates paid by depository institutions on short-term deposits.
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OFF BALANCE SHEET ARRANGEMENTS
See our annual report on Form 10-K for the year ended December 31, 2007 for a summary of our Off Balance Sheet Arrangements.
EVENTS OCCURRING SUBSEQUENTTO JUNE 30, 2008
On July 11, 2008, we acquired Myrtle Waves Water Park located in Myrtle Beach, South Carolina, from PARC Myrtle Waves, LLC for a purchase price of $9.1 million excluding transaction costs. The water park is leased to PARC under a long-term triple-net lease for a term of 20 years with three 10-year renewal options.
Our board of directors declared distributions of $0.05125 per share to stockholders of record at the close of business on July 1, 2008 and August 1, 2008. These distributions are to be paid by September 30, 2008.
COMMITMENTS, CONTINGENCIESAND CONTRACTUAL OBLIGATIONS
The following tables present our contractual obligations and contingent commitments and the related payment periods as of June 30, 2008:
Contractual Obligations
| Payments Due by Period (in thousands) | |||||||||||||||
| Less than 1 year | Years 1-3 | Years 3-5 | More than 5 years | Total | |||||||||||
Mortgages and other notes payable (principal and interest) (1) | $ | 39,214 | $ | 95,397 | $ | 200,001 | $ | 352,011 | $ | 686,623 | |||||
Obligations under capital leases | 1,811 | 2,101 | 20 | — | 3,932 | ||||||||||
Obligations under operating leases(2) | 9,425 | 18,597 | 18,512 | 170,143 | 216,677 | ||||||||||
Total | $ | 50,450 | $ | 116,095 | $ | 218,533 | $ | 522,154 | $ | 907,232 | |||||
FOOTNOTES:
| (1) | These amounts represent third-party or seller financing obtained in connection with the acquisition of properties. |
| (2) | These amounts represent obligations under ground leases, concession holds and land permits which are paid by our third-party tenants on our behalf. Ground lease payments, concession holds and land permit fees are generally based on a percentage of gross revenue of the related property exceeding a certain threshold. The future obligations have been estimated based on current revenue levels projected over the term of the leases or permits. |
Contingent Commitments
| Payments Due by Period (in thousands) | |||||||||||||||
| Less than 1 year | Years 1-3 | Years 3-5 | More than 5 years | Total | |||||||||||
Contingent purchase consideration | $ | — | $ | 23,650 | $ | — | $ | — | $ | 23,650 | |||||
Capital improvements | 40,258 | 19,454 | 3,500 | — | 63,212 | ||||||||||
Total | $ | 40,258 | $ | 43,104 | $ | 3,500 | $ | — | $ | 86,862 | |||||
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and to make loans and other Permitted Investments. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we expect to borrow and lend primarily at fixed rates or variable rates with the lowest margins available, and in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.
The following is a schedule of our fixed and variable debt maturities for each of the next five years, and thereafter (in thousands):
| Expected Maturities | Total | Fair Value | ||||||||||||||||||||||||||||||
| 2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | |||||||||||||||||||||||||||
Fixed rate debt | $ | 3,999 | $ | 10,455 | $ | 17,116 | $ | 11,185 | $ | 11,789 | $ | 352,896 | $ | 407,440 | $ | 402,245 | (1) | |||||||||||||||
Weighted average interest rates of maturities | 6.20 | % | 6.58 | % | 6.32 | % | 6.59 | % | 6.57 | % | 6.32 | % | 6.34 | % | ||||||||||||||||||
Variable rate debt | — | — | 9,022 | — | — | 85,413 | (3) | 94,435 | 90,053 | |||||||||||||||||||||||
Average interest rate | — | — | LIBOR + 2 | %(2) | — | — | LIBOR + Spread | (2) | ||||||||||||||||||||||||
Total debt | $ | 3,999 | $ | 10,455 | $ | 26,138 | $ | 11,185 | $ | 11,789 | $ | 438,309 | $ | 501,875 | $ | 492,298 | ||||||||||||||||
FOOTNOTES:
| (1) | The fair value of our fixed rate debt was determined using discounted cash flows based on market interest rates as of June 30, 2008. |
| (2) | The 30-day LIBOR rate was approximately 2.46% at June 30, 2008. |
| (3) | On January 2, 2008, we entered into two interest rate swaps to hedge the variable interest rate on the Mizner mortgage loan of approximately $85.4 million. The instruments, which were designated as a cash flow hedges of interest payments from their inception, swap the rate on the first $57.3 million of debt to a blended fixed rate of 6.0% per year and on the next $16.7 million to a blended fixed rate of 5.8% for the term of the loan (of which 1.25% is deferred until maturity.) The remaining $11.4 million will bear interest at 30-day LIBOR plus 0.25%. The fair value of these contracts has been recorded as a liability of approximately $130,000. |
Management estimates that a hypothetical one-percentage point increase in LIBOR would have resulted in additional interest costs of approximately $58,000 for the six months ended June 30, 2008. This sensitivity analysis contains certain simplifying assumptions, and although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results as our actual results will likely vary.
We are exposed to foreign currency exchange rate fluctuations as a result of our direct ownership of one property in Canada which is leased to a third-party tenant. The lease payments we receive under the triple-net lease are denominated in Canadian dollars. However, management does not believe this to be a significant risk or that currency fluctuations would result in a significant impact to our overall results of operations.
We are also indirectly exposed to foreign currency risk related to our investment in unconsolidated Canadian entities and interest rate risk from debt at our unconsolidated entities. However, we believe our risk of foreign exchange loss and exposure to credit and interest rate risks are mitigated as a result of our right to receive a preferred return on our investments in our unconsolidated entities. Our preferred returns as stated in the governing venture agreements are denominated in U.S. dollars.
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| Item 4T. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
In the most recent fiscal quarter, there was no change in our internal control over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| Item 1. | Legal Proceedings –None |
| Item 1A. | Risk Factors –No material changes. |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Use of Proceeds
As of June 30, 2008, we sold approximately $2.1 billion (212.2 million shares) in connection with our offerings, including approximately $94.5 million (9.9 million shares) purchased through our reinvestment plan. The shares sold and the gross offering proceeds received from our offerings do not include 20,000 shares purchased by our Advisor for $200,000 preceding the commencement of our 1st Offering or 117,706 restricted common shares issued for $1.2 million in December 2004 to CNL Financial Group, Inc., a parent company of our Advisor and wholly owned indirectly by our chairman of the board and his wife. As of June 30, 2008, we incurred the following aggregate expenses in connection with the issuance of our registered securities on our offerings (in thousands):
Selling commissions | $ | 138,007 | |
Marketing support fee and due diligence expense reimbursements | 57,745 | ||
Offering costs and expenses | 33,416 | ||
Offering and stock issuance costs | $ | 229,168 | |
Selling commissions, marketing support fee and due diligence expenses are paid to our Managing Dealer and a substantial portion of the selling commissions, marketing support fees and all of the due diligence expenses are reallowed to third-party participating broker-dealers. Other offering costs and expenses have been incurred by, and are payable to, an affiliate of our Advisor.
Our net offering proceeds, after deducting the total expenses described above, were approximately $1.9 billion at June 30, 2008. As of June 30, 2008, we invested approximately $1.6 billion in properties, loans and other Permitted Investments.
33
Redemption of Shares and Issuer Purchases of Equity Securities
Pursuant to our share redemption plan, any stockholder who has held shares for not less than one year may present all or any portion equal to at least 25.0% of their shares to us for redemption at prices based on the amount of time that the redeeming stockholder has held the applicable shares, but in no event greater than the price of shares sold to the public in any offering. We may, at our discretion, redeem the shares, subject to certain conditions and limitations under the redemption plan. However, at no time during a 12-month period may we redeem more than 5.0% of our outstanding common stock at the beginning of such 12-month period. For the quarter ended June 30, 2008, we have redeemed the following shares for approximately $4.5 million:
Period | Total Number Of Shares Purchased | Average Price Paid Per Share | Total Number Of Shares Purchased As Part Of Publicly Announced Plan | Maximum Number Of Shares That May Yet Be Purchased Under The Plan | |||||
April 1, 2008 through April 30, 2008 May 1, 2008 through May 31, 2008 June 1, 2008 through June 30, 2008 | 471,000 | $ | 9.52 | 471,000 | 6,431,404 6,431,404 6,431,404 | ||||
Total | 471,000 | 471,000 | |||||||
| Item 3. | Defaults Upon Senior Securities –None |
| Item 4. | Submission of Matters to a Vote of Security Holders |
| (a) | Our annual meeting of stockholders was held in Orlando, Florida on June 18, 2008. |
| (b) | Each of our five directors was re-elected. Those directors are: Bruce Douglas, Dennis N. Folken, Robert J. Woody, Robert A. Bourne and James M. Seneff, Jr. |
| (c) | The meeting was held for the purpose of electing the board of directors and transacting such other business as may properly have come before the meeting or any adjournment or postponement thereof. |
The two proposals were submitted to a vote of stockholders and received votes as follows:
| 1. | The stockholders approved the election of the following persons as directors of the Company for one year term: |
Name | For | Withheld | ||
Bruce Douglas | 108,093,405 | 2,048,828 | ||
Dennis N. Folken | 108,052,768 | 2,089,465 | ||
Robert J. Woody | 108,138,976 | 2,003,257 | ||
Robert A. Bourne | 108,196,724 | 1,945,509 | ||
James M. Seneff, Jr. | 108,202,647 | 1,939,586 |
| 2. | To transact such other business as may properly have come before the meeting or any adjournment or postponement thereof: |
For | Against | Abstentions | ||
103,675,347 | 2,185,202 | 4,281,683 |
| Item 5. | Other Information –None |
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| Item 6. | Exhibits |
The following documents are filed or incorporated as part of this report.
10.1 | Schedule of Omitted Agreements (Previously filed as Exhibit 10.45 to Post-Effective Amendment No. Two to the Registration Statement on Form S-11 (File No. 333-146457) filed July 9, 2008 and incorporated herein by reference.) | |
31.1 | Certification of Chief Executive Officer of CNL Lifestyle Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) | |
31.2 | Certification of Chief Financial Officer of CNL Lifestyle Properties, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) | |
32.1 | Certification of Chief Executive Officer of CNL Lifestyle Properties, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) | |
32.2 | Certification of Chief Financial Officer of CNL Lifestyle Properties, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) | |
35
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 13th day of August, 2008.
| CNL LIFESTYLE PROPERTIES, INC. | ||
| By: | /s/ R. Byron Carlock, Jr. | |
| R. BYRON CARLOCK, JR. | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Tammie A. Quinlan | |
| TAMMIE A. QUINLAN | ||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
| By: | /s/ Joseph T. Johnson | |
| JOSEPH T. JOHNSON | ||
| Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||
36
