Filed Pursuant to Rule 424(b)(3)
Registration No. 333-152653
CB RICHARD ELLIS REALTY TRUST
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Supplement No. 7 dated September 3, 2010
to the Prospectus dated April 28, 2010
This Supplement No. 7 supersedes and replaces the following prior supplements to our prospectus dated April 28, 2010: Supplement No. 1 dated May 17, 2010, Supplement No. 2 dated June 10, 2010, Supplement No. 3 dated June 11, 2010, Supplement No. 4 dated June 22, 2010, Supplement No. 5 dated June 25, 2010 and Supplement No. 6 dated August 16, 2010. This Supplement No. 7 provides information that shall be deemed part of, and must be read in conjunction with, the prospectus and the additional information incorporated by reference herein and described under the heading “Incorporation by Reference” in this Supplement No. 7. Capitalized terms used in this Supplement No. 7 have the same meanings in the prospectus unless otherwise stated herein. The terms “we,” “our,” “us” and CBRE REIT include CB Richard Ellis Realty Trust and its subsidiaries.
Table of Contents
Status of Our Current Offering
Our registration statement on Form S-11 relating to this public offering was declared effective by the Securities and Exchange Commission, or the SEC, on January 30, 2009. From January 30, 2009 through June 30, 2010, we have accepted subscriptions from 19,546 investors and issued 72,998,556 common shares pursuant to this public offering, which includes 2,889,742 common shares issued pursuant to our dividend reinvestment plan, and received gross offering proceeds of approximately $728,540,691. As of June 30, 2010, approximately $2,271,459,309 in common shares were available to be offered and sold in this public offering. As of August 13, 2010, 144,121,773 common shares were issued and outstanding. Unless extended, this public offering will not last beyond January 30, 2011 (which is two years after the date of the original prospectus dated January 30, 2009). In certain states, we will be required to renew this registration statement or file a new registration statement to extend the offering beyond this date. If we continue our offering beyond two years from the date of our original prospectus, we will provide that information in a prospectus supplement. We reserve the right to terminate this offering at any time.
Fees Paid in Connection with Our Offerings
For the six months ended June 30, 2010 and the year ended December 31, 2009, our Dealer Manager earned the following fees:
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| | Six Months Ended June 30, 2010 | | Year Ended December 31, 2009 |
| | Earned(1) | | Payable(2) | | Earned(1) | | Payable(2) |
Selling commissions | | $ | 15,733,000 | | $ | 341,000 | | $ | 23,204,000 | | $ | 347,000 |
Dealer manager fees | | $ | 6,028,000 | | $ | 427,000 | | $ | 8,359,000 | | $ | 412,000 |
Marketing support fees | | $ | 2,434,000 | | $ | 144,000 | | $ | 3,462,000 | | $ | 111,000 |
(1) | Earned represents the amount expensed on an accrual basis for services provided by the Dealer Manager during the period. |
(2) | Payable represents the total unpaid amount due on an accrual basis to the Dealer Manager for services provided as of the balance sheet date specified. |
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For the six months ended June 30, 2010 and the year ended December 31, 2009, our Dealer Manager and our Investment Advisor and/or its affiliates earned the following other offering costs:
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2010 | | Year Ended December 31, 2009 |
| | Earned(1) | | Payable(2) | | Earned(3) | | Payable(4) |
Other Offering Costs | | $ | 741,000 | | $ | 280,000 | | $ | 1,426,000 | | $ | 244,000 |
(1) | Included in the other offering costs earned is $638,000 and $103,000 for the Dealer Manager and the Investment Advisor, respectively. |
(2) | Included in the payable amount is $279,000 and $1,000 due to the Dealer Manager and our Investment Advisor, respectively, as of the balance sheet date specified. |
(3) | Included in the other offering costs earned is $1,266,000 and $160,000 for the Dealer Manager and the Investment Advisor, respectively. |
(4) | Included in the payable amount is $243,000 and $1,000 due to the Dealer Manager and our Investment Advisor, respectively, as of the balance sheet date specified. |
Fees Paid in Connection with Our Operations
For the six months ended June 30, 2010 and the year ended December 31, 2009, our Investment Advisor and/or its affiliates earned the following fees:
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2010 | | Year Ended December 31, 2009 |
| | Earned(1) | | Payable(2) | | Earned(1) | | Payable(2) |
Acquisition fees and expenses(3) | | $ | 3,973,000 | | $ | 79,000 | | $ | 4,826,000 | | $ | — |
Investment management fees(4) | | $ | 5,118,000 | | $ | 950,000 | | $ | 7,803,000 | | $ | 757,000 |
Property management fees | | $ | 340,000 | | $ | 109,000 | | $ | 656,000 | | $ | 106,000 |
(1) | Earned represents the amount expensed on an accrual basis for services provided by the Investment Advisor during the period. |
(2) | Payable represents the unpaid amount due on an accrual basis to the Investment Advisor for services provided. |
(3) | In connection with services provided to the Investment Advisor, the Sub-Advisor, pursuant to a sub-advisory agreement, was paid $673,000 and $820,000 by the Investment Advisor for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively. |
(4) | The Investment Advisor did not waive any investment management fees for the six months ended June 30, 2010 or the year ended December 31, 2009.In connection with services provided to the Investment Advisor, the Sub-Advisor, pursuant to a sub-advisory agreement, was paid $707,000 and $1,078,000 by the Investment Advisor for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively. |
$210,000 and $0 mortgage banking fees were paid to CBRE Capital Markets, an affiliate of the Investment Advisor, for the six months ended June 30, 2010 and for the year ended December 31, 2009, respectively. Leasing and brokerage fees aggregating $468,000 and $198,000 were paid to the Investment Advisor or its affiliates for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively. In addition, no management services fees were paid to CB Richard Ellis, UK, an affiliate of the Investment Advisor, for the six months ended June 30, 2010.
Real Estate Investments
This section contains certain information that supplements and updates the information under the section “Real Estate Investments,” which begins on page 53 of our prospectus.
Properties
As of June 30, 2010, we owned, on a consolidated basis, 62 office, retail, and industrial (primarily warehouse/distribution) properties located in eleven states (California, Florida, Georgia, Illinois, Massachusetts, Minnesota, New Jersey, North Carolina, South Carolina, Texas and Virginia) and in the United Kingdom, encompassing approximately 9,086,000 rentable square feet, as well as one undeveloped land parcel in Georgia. Our properties previously held for sale have been transferred to continuing operations. Our consolidated properties were approximately 81.12% leased (based upon square feet) as of June 30, 2010. As of June 30, 2010, certain of our consolidated properties were subject to mortgage debt, a description of which is set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, which is incorporated herein by reference.
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In addition, we have ownership interests in five unconsolidated entities that, as of June 30, 2010, owned interests in 30 properties. Excluding those properties owned through our investment in CBRE Strategic Partners Asia, we owned, on an unconsolidated basis, 22 industrial, office and retail properties located in seven states (Arizona, Florida, Indiana, North Carolina, Ohio, Tennessee and Texas) and in the United Kingdom and Germany encompassing approximately 8,633,000 rentable square feet. Our unconsolidated properties were approximately 99.82% leased (based upon square feet) as of June 30, 2010. As of June 30, 2010, certain of our unconsolidated properties were subject to mortgage debt, a description of which is set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, which is incorporated herein by reference.
The average effective annual rents for our industrial properties, office properties and retail properties were approximately $44,559,000, $52,881,000 and $8,042,000, as of June 30, 2010, respectively.
The following table provides information relating to our properties, excluding those owned through our investment in CBRE Strategic Partners Asia, as of June 30, 2010. These properties consisted of 54 industrial properties, encompassing 14,358,000 rentable square feet, 27 office properties, encompassing 2,864,000 rentable square feet and three retail properties, encompassing 497,000 rentable square feet.
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Property and Market | | Date Acquired | | Year Built | | Property Type | | Our Effective Ownership | | | Net Rentable Square Feet (in thousands) | | Percentage Leased | | | Approximate Total Acquisition Cost(1) (in thousands) |
Domestic Consolidated Properties: | | | | | | | | | | | | | | | | | |
REMEC Corporate Campus 1 San Diego, CA | | 9/15/2004 | | 1983 | | Office | | 100.00 | % | | 34 | | 100.00 | % | | $ | 6,833 |
REMEC Corporate Campus 2 San Diego, CA | | 9/15/2004 | | 1983 | | Office | | 100.00 | % | | 30 | | 100.00 | % | | | 6,125 |
REMEC Corporate Campus 3 San Diego, CA | | 9/15/2004 | | 1983 | | Office | | 100.00 | % | | 37 | | 100.00 | % | | | 7,523 |
REMEC Corporate Campus 4 San Diego, CA | | 9/15/2004 | | 1983 | | Office | | 100.00 | % | | 31 | | 100.00 | % | | | 6,186 |
300 Constitution Drive Boston, MA | | 11/3/2004 | | 1998 | | Warehouse/Distribution | | 100.00 | % | | 330 | | 100.00 | % | | | 19,805 |
Deerfield Commons(2) Atlanta, GA | | 6/21/2005 | | 2000 | | Office | | 100.00 | % | | 122 | | 97.76 | % | | | 21,834 |
505 Century(3) Dallas, TX | | 1/9/2006 | | 1997 | | Warehouse/Distribution | | 100.00 | % | | 100 | | 72.40 | % | | | 6,095 |
631 International(3) Dallas, TX | | 1/9/2006 | | 1998 | | Warehouse/Distribution | | 100.00 | % | | 73 | | 100.00 | % | | | 5,407 |
660 North Dorothy(3) Dallas, TX | | 1/9/2006 | | 1997 | | Warehouse/Distribution | | 100.00 | % | | 120 | | 87.50 | % | | | 6,836 |
Bolingbrook Point III Chicago, IL | | 8/29/2007 | | 2006 | | Warehouse/Distribution | | 100.00 | % | | 185 | | 100.00 | % | | | 18,170 |
Cherokee Corporate Park(3) Spartanburg, SC | | 8/30/2007 | | 2000 | | Warehouse/Distribution | | 100.00 | % | | 60 | | 0.00 | % | | | 3,775 |
Community Cash Complex 1(3) Spartanburg, SC | | 8/30/2007 | | 1960 | | Warehouse/Distribution | | 100.00 | % | | 205 | | 32.83 | % | | | 2,690 |
Community Cash Complex 2(3) Spartanburg, SC | | 8/30/2007 | | 1978 | | Warehouse/Distribution | | 100.00 | % | | 145 | | 6.90 | % | | | 2,225 |
Community Cash Complex 3(3) Spartanburg, SC | | 8/30/2007 | | 1981 | | Warehouse/Distribution | | 100.00 | % | | 116 | | 100.00 | % | | | 1,701 |
Community Cash Complex 4(3) Spartanburg, SC | | 8/30/2007 | | 1984 | | Warehouse/Distribution | | 100.00 | % | | 33 | | 100.00 | % | | | 547 |
Community Cash Complex 5(3) Spartanburg, SC | | 8/30/2007 | | 1984 | | Warehouse/Distribution | | 100.00 | % | | 53 | | 84.85 | % | | | 824 |
Fairforest Building 1(3) Spartanburg, SC | | 8/30/2007 | | 2000 | | Manufacturing | | 100.00 | % | | 51 | | 100.00 | % | | | 2,974 |
Fairforest Building 2(3) Spartanburg, SC | | 8/30/2007 | | 1999 | | Manufacturing | | 100.00 | % | | 104 | | 100.00 | % | | | 5,379 |
Fairforest Building 3(3) Spartanburg, SC | | 8/30/2007 | | 2000 | | Manufacturing | | 100.00 | % | | 100 | | 100.00 | % | | | 5,760 |
Fairforest Building 4(3) Spartanburg, SC | | 8/30/2007 | | 2001 | | Manufacturing | | 100.00 | % | | 101 | | 100.00 | % | | | 5,640 |
Fairforest Building 5 Spartanburg, SC | | 8/30/2007 | | 2006 | | Warehouse/Distribution | | 100.00 | % | | 316 | | 100.00 | % | | | 16,968 |
Fairforest Building 6 Spartanburg, SC | | 8/30/2007 | | 2005 | | Manufacturing | | 100.00 | % | | 101 | | 100.00 | % | | | 7,469 |
Fairforest Building 7(3) Spartanburg, SC | | 8/30/2007 | | 2006 | | Warehouse/Distribution | | 100.00 | % | | 101 | | 83.78 | % | | | 5,626 |
Greenville/Spartanburg Industrial Park(3) Spartanburg, SC | | 8/30/2007 | | 1990 | | Manufacturing | | 100.00 | % | | 67 | | 100.00 | % | | | 3,388 |
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Property and Market | | Date Acquired | | Year Built | | Property Type | | Our Effective Ownership | | | Net Rentable Square Feet (in thousands) | | Percentage Leased | | | Approximate Total Acquisition Cost(1) (in thousands) |
Highway 290 Commerce Park Building 1(3) Spartanburg, SC | | 8/30/2007 | | 1995 | | Warehouse/Distribution | | 100.00 | % | | 150 | | 100.00 | % | | 5,388 |
Highway 290 Commerce Park Building 5(3) Spartanburg, SC | | 8/30/2007 | | 1993 | | Warehouse/Distribution | | 100.00 | % | | 30 | | 100.00 | % | | 1,420 |
Highway 290 Commerce Park Building 7(3) Spartanburg, SC | | 8/30/2007 | | 1994 | | Warehouse/Distribution | | 100.00 | % | | 88 | | 0.00 | % | | 4,889 |
HJ Park Building 1 Spartanburg, SC | | 8/30/2007 | | 2003 | | Manufacturing | | 100.00 | % | | 70 | | 100.00 | % | | 4,216 |
Jedburg Commerce Park(3) Charleston, SC | | 8/30/2007 | | 2007 | | Manufacturing | | 100.00 | % | | 513 | | 100.00 | % | | 41,991 |
Kings Mountain I Charlotte, NC | | 8/30/2007 | | 1998 | | Warehouse/Distribution | | 100.00 | % | | 100 | | 100.00 | % | | 5,497 |
Kings Mountain II Charlotte, NC | | 8/30/2007 | | 2002 | | Warehouse/Distribution | | 100.00 | % | | 302 | | 100.00 | % | | 11,311 |
Mount Holly Building Charleston, SC | | 8/30/2007 | | 2003 | | Warehouse/Distribution | | 100.00 | % | | 101 | | 0.00 | % | | 6,208 |
North Rhett I Charleston, SC | | 8/30/2007 | | 1973 | | Warehouse/Distribution | | 100.00 | % | | 285 | | 100.00 | % | | 10,302 |
North Rhett II Charleston, SC | | 8/30/2007 | | 2001 | | Warehouse/Distribution | | 100.00 | % | | 102 | | 0.00 | % | | 7,073 |
North Rhett III Charleston, SC | | 8/30/2007 | | 2002 | | Warehouse/Distribution | | 100.00 | % | | 80 | | 100.00 | % | | 4,812 |
North Rhett IV Charleston, SC | | 8/30/2007 | | 2005 | | Warehouse/Distribution | | 100.00 | % | | 316 | | 100.00 | % | | 17,060 |
Orangeburg Park Building Charleston, SC | | 8/30/2007 | | 2003 | | Warehouse/Distribution | | 100.00 | % | | 101 | | 100.00 | % | | 5,474 |
Orchard Business Park 2(3) Spartanburg, SC | | 8/30/2007 | | 1993 | | Warehouse/Distribution | | 100.00 | % | | 18 | | 100.00 | % | | 761 |
Union Cross Building I Winston-Salem, NC | | 8/30/2007 | | 2005 | | Warehouse/Distribution | | 100.00 | % | | 101 | | 100.00 | % | | 6,585 |
Union Cross Building II Winston-Salem, NC | | 8/30/2007 | | 2005 | | Warehouse/Distribution | | 100.00 | % | | 316 | | 0.00 | % | | 17,216 |
Highway 290 Commerce Park Building 2(3) Spartanburg, SC | | 9/24/2007 | | 1995 | | Warehouse/Distribution | | 100.00 | % | | 100 | | 100.00 | % | | 4,626 |
Highway 290 Commerce Park Building 6(3) Spartanburg, SC | | 11/1/2007 | | 1996 | | Warehouse/Distribution | | 100.00 | % | | 105 | | 0.00 | % | | 3,760 |
Orchard Business Park 1(3) Spartanburg, SC | | 11/1/2007 | | 1994 | | Warehouse/Distribution | | 100.00 | % | | 33 | | 100.00 | % | | 1,378 |
Lakeside Office Center Dallas, TX | | 3/5/2008 | | 2006 | | Office | | 100.00 | % | | 99 | | 90.63 | % | | 17,994 |
Kings Mountain III(3) Charlotte, NC | | 3/14/2008 | | 2007 | | Warehouse/Distribution | | 100.00 | % | | 542 | | 0.00 | % | | 25,728 |
Enclave on the Lake Houston, TX | | 7/1/2008 | | 1999 | | Office | | 100.00 | % | | 171 | | 100.00 | % | | 37,827 |
Avion Midrise III Washington, DC | | 11/18/2008 | | 2002 | | Office | | 100.00 | % | | 71 | | 100.00 | % | | 21,111 |
Avion Midrise IV Washington, DC | | 11/18/2008 | | 2002 | | Office | | 100.00 | % | | 72 | | 100.00 | % | | 21,112 |
13201 Wilfred Minneapolis, MN | | 6/29/2009 | | 1999 | | Warehouse/Distribution | | 100.00 | % | | 335 | | 100.00 | % | | 15,340 |
3011, 3055 & 3077 Comcast Place Oakland, CA | | 7/1/2009 | | 1988 | | Office | | 100.00 | % | | 220 | | 100.00 | % | | 49,000 |
140 Depot Street Boston, MA | | 7/31/2009 | | 2007 | | Warehouse/Distribution | | 100.00 | % | | 238 | | 100.00 | % | | 18,950 |
12650 Ingenuity Drive Orlando, FL | | 8/5/2009 | | 1999 | | Office | | 100.00 | % | | 125 | | 100.00 | % | | 25,350 |
Crest Ridge Corporate Center 1 Minneapolis, MN | | 8/17/2009 | | 2009 | | Office | | 100.00 | % | | 116 | | 100.00 | % | | 28,419 |
West Point Trade Center Jacksonville, FL | | 12/30/2009 | | 2009 | | Warehouse/Distribution | | 100.00 | % | | 602 | | 100.00 | % | | 29,000 |
5160 Hacienda Drive(3)(4) Oakland, CA | | 4/8/2010 | | 1988 | | Office | | 100.00 | % | | 202 | | 100.00 | % | | 38,500 |
10450 Pacific Center Court(3)(4) San Diego, CA | | 5/7/2010 | | 1985 | | Office | | 100.00 | % | | 134 | | 100.00 | % | | 32,750 |
225 Summit Ave(3)(4) Metro New York, NY | | 6/21/2010 | | 1966 | | Office | | 100.00 | % | | 143 | | 100.00 | % | | 40,600 |
One Wayside Road(4) Boston, MA | | 6/24/2010 | | 1998 | | Office | | 100.00 | % | | 200 | | 100.00 | % | | 55,525 |
| | | | | | | | | | | | | | | | |
Total Domestic Consolidated Properties | | | 8,796 | | 81.06 | % | | 786,953 |
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| | | | | | | | | | | | | | | | | |
Property and Market | | Date Acquired | | Year Built | | Property Type | | Our Effective Ownership | | | Net Rentable Square Feet (in thousands) | | Percentage Leased | | | Approximate Total Acquisition Cost(1) (in thousands) |
International Consolidated Properties: | | | | | | | | | | | | | | | | | |
602 Central Blvd.(3) Coventry, UK | | 4/27/2007 | | 2001 | | Office | | 100.00 | % | | 50 | | 0.00 | % | | | 23,847 |
Thames Valley Five Reading, UK | | 3/20/2008 | | 1998 | | Office | | 100.00 | % | | 40 | | 100.00 | % | | | 29,572 |
Albion Mills Retail Park Wakefield, UK | | 7/11/2008 | | 2000 | | Retail | | 100.00 | % | | 55 | | 100.00 | % | | | 22,098 |
Maskew Retail Park Peterborough, UK | | 10/23/2008 | | 2007 | | Retail | | 100.00 | % | | 145 | | 100.00 | % | | | 53,740 |
| | | | | | | | | | | | | | | | | |
Total International Consolidated Properties | | | 290 | | 82.77 | % | | | 129,257 |
| | | | | | | | | | | | | | | | | |
Total Consolidated Properties | | | 9,086 | | 81.12 | % | | | 916,210 |
| | | | | | | | | | | | | | | | | |
Unconsolidated Properties(5): | | | | | | | | | | | | | | | | | |
Buckeye Logistics Center(6) Phoenix, AZ | | 6/12/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 605 | | 100.00 | % | | | 35,573 |
Afton Ridge Shopping Center(7) Charlotte, NC | | 9/18/2008 | | 2007 | | Retail | | 90.00 | % | | 296 | | 94.83 | % | | | 44,530 |
AllPoints at Anson Bldg. 1(6) Indianapolis, IN | | 9/30/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 631 | | 100.00 | % | | | 27,150 |
12200 President’s Court(6) Jacksonville, FL | | 9/30/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 772 | | 100.00 | % | | | 29,995 |
201 Sunridge Blvd.(6) Dallas, TX | | 9/30/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 823 | | 100.00 | % | | | 25,690 |
Aspen Corporate Center 500(6) Nashville, TN | | 9/30/2008 | | 2008 | | Office | | 80.00 | % | | 180 | | 100.00 | % | | | 30,033 |
125 Enterprise Parkway(6) Columbus, OH | | 12/10/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 1,142 | | 100.00 | % | | | 38,088 |
AllPoints Midwest Bldg. I(6) Indianapolis, IN | | 12/10/2008 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 1,200 | | 100.00 | % | | | 41,428 |
Celebration Office Center(3)(6) Orlando, FL | | 5/13/2009 | | 2009 | | Office | | 80.00 | % | | 101 | | 100.00 | % | | | 13,640 |
22535 Colonial Pkwy(3)(6) Houston, TX | | 5/13/2009 | | 2009 | | Office | | 80.00 | % | | 90 | | 100.00 | % | | | 11,596 |
Fairfield Distribution Ctr. IX(3)(6) Tampa, FL | | 5/13/2009 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 136 | | 100.00 | % | | | 7,151 |
Northpoint III(3)(6) Orlando, FL | | 10/15/2009 | | 2001 | | Office | | 80.00 | % | | 108 | | 100.00 | % | | | 14,592 |
Goodyear Crossing Ind. Park II(3)(6) Phoenix, AZ | | 12/07/2009 | | 2009 | | Warehouse/Distribution | | 80.00 | % | | 820 | | 100.00 | % | | | 36,516 |
3900 North Paramount Parkway(3)(4)(5) Raleigh, NC | | 3/31/2010 | | 1999 | | Office | | 80.00 | % | | 101 | | 100.00 | % | | | 11,176 |
3900 South Paramount Parkway(3)(4)(6) Raleigh, NC | | 3/31/2010 | | 1999 | | Office | | 80.00 | % | | 119 | | 100.00 | % | | | 13,055 |
1400 Perimeter Park Drive(3)(4)(6) Raleigh, NC | | 3/31/2010 | | 1991 | | Office | | 80.00 | % | | 45 | | 100.00 | % | | | 3,970 |
Miramar I(3)(4)(6)(8) Fort Lauderdale, FL | | 3/31/2010 | | 2001 | | Office | | 80.00 | % | | 94 | | 100.00 | % | | | 13,645 |
Miramar II(3)(4)(6)(8) Fort Lauderdale, FL | | 3/31/2010 | | 2001 | | Office | | 80.00 | % | | 129 | | 100.00 | % | | | 20,899 |
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Total Domestic Unconsolidated Properties | | | 7,392 | | 99.79 | % | | | 418,727 |
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International Unconsolidated Properties | | | | | | | | | | | | | | | | | |
Amber Park(3)(4)(9) South Normanton, UK | | 6/10/2010 | | 1997 | | Warehouse/Distribution | | 80.00 | % | | 208 | | 100.00 | % | | | 12,514 |
Brackmills(3)(4)(9) Northhampton, UK | | 6/10/2010 | | 1989 | | Warehouse/Distribution | | 80.00 | % | | 187 | | 100.00 | % | | | 13,407 |
Düren(3)(4)(10) Düren, Germany | | 6/10/2010 | | 2008 | | Warehouse/Distribution | | 80.00 | % | | 392 | | 100.00 | % | | | 13,148 |
Shönberg(3)(4)(10) Shönberg, Germany | | 6/10/2010 | | 2009 | | Warehouse/Distribution | | 80.00 | % | | 454 | | 100.00 | % | | | 13,819 |
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Total International Unconsolidated Properties | | | 1,241 | | 100.00 | % | | | 52,888 |
| | | | | | | | | | | | | | | | | |
Total Unconsolidated Properties(5) | | | 8,633 | | 99.82 | % | | | 471,615 |
| | | | | | | | | | | | | | | | | |
Total Properties(5) | | | 17,719 | | 90.23 | % | | $ | 1,387,825 |
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(1) Approximate total acquisition cost represents the pro rata purchase price inclusive of customary closing costs and acquisition fees/acquisition expenses. (2) Includes undeveloped land zoned for future use. (3) This property is unencumbered and not secured by mortgage debt. |
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(4) | The estimated acquisition cap rates for 5160 Hacienda Drive, 10450 Pacific Center Court, 225 Summit Ave, One Wayside Road, 3900 North Paramount Parkway, 3900 South Paramount Parkway, 1400 Perimeter Park Drive, Miramar I, Miramar II, Amber Park, Brackmills, Düren and Shönberg were 8.6%, 7.6%, 7.9%, 7.3%, 9.3%, 9.3%, 9.3%, 10.1%, 10.1%, 8.3%, 8.6%, 8.0% and 8.4% respectively. Acquisition cap rate equals annualized in-place net operating income divided by total acquisition cost for the property. Annualized in-place net operating income equals, on an annualized cash basis as derived from leases in-place at the time we acquire the property, rental income and tenant reimbursements less property and related expenses (operating maintenance, management fees and real estate taxes) and excludes other non-property income and expenses, interest expense, depreciation and amortization and our company-level general and administrative expenses. |
(5) | Does not include CBRE Strategic Partners Asia properties. |
(6) | This property is held through the Duke joint venture. |
(7) | This property is held through the Afton Ridge joint venture. |
(8) | Consolidated properties acquired on December 31, 2009 and contributed to the Duke joint venture. |
(9) | This property is held through the UK JV. |
(10) | This property is held through the European JV. |
International Properties—Unconsolidated
CBRE Strategic Partners Asia
Our capital commitment is currently being pledged as collateral for borrowings of CBRE Strategic Partners Asia of which our pro-rata portion of such borrowings was approximately $2,562,000 based on our 5.07% ownership interest in CBRE Strategic Partners Asia at June 30, 2010. Our share of investment management and acquisition fees paid to the Investment Manager were approximately $150,000 and $0, respectively, for the six months ended June 30, 2010. Through June 30, 2010, we had paid no fees to our Investment Advisor relating to this investment. Through June 30, 2010, we contributed $12,097,000 of our $20,000,000 CBRE Strategic Partners Asia capital commitment which was funded using net proceeds from our offering.
UK JV and European JV
On June 10, 2010, we entered into two joint ventures with subsidiaries of the Goodman Group (ASX: GMG), or Goodman, one of which will seek to invest in logistics focused warehouse/distribution properties in the United Kingdom, or the UK JV, and the other which will seek to invest in logistics focused warehouse/distribution properties in France, Belgium, the Netherlands, Luxembourg and Germany, or the European JV. We own an 80% interest in each joint venture and Goodman owns a 20% interest in each joint venture. The terms of each joint venture are described in more detail below.
UK JV
The shareholders’ agreement pertaining to the UK JV is by and among RT Princeton UK Holdings, LLC (our wholly-owned subsidiary), Goodman Jersey Holding Trust and Goodman Princeton Holdings (Jersey) Limited, the UK JV, for the purpose of acquiring and holding, either directly or indirectly, up to £400,000,000 in logistics focused warehouse/distribution properties. On June 10, 2010, we initially funded the UK JV with capital contributions of $26,180,000. The UK JV has acquired an initial portfolio of two properties, as described further in the table below, which were previously owned by a subsidiary of Goodman and which were purchased by the UK JV simultaneously with the closing of the UK JV.
| | | | | | | | | | | | | | | | |
Property and Market | | Year Built | | Property Type | | Tenant | | Net Rentable Sq. Feet | | Percentage Leased | | | Lease Expiration | | Approximate Total Acquisition Cost (in thousands) |
| | | | | | | |
Amber Park, South Normanton, UK | | 1997 | | Warehouse/Distribution | | UniDrug Distribution Group | | 208,423 | | 100 | % | | 3/2017 | | $ | 15,642 |
| | | | | | | |
Brackmills, Northampton, UK | | 1989 | | Warehouse/Distribution | | GE Lighting Operations Limited | | 186,618 | | 100 | % | | 3/2017 | | $ | 16,759 |
The initial investment term of the UK JV is three years. A board of directors, comprised of members representing us and Goodman, in each case with an equal number of votes, has the responsibility for the supervision, management and major operating decisions of the UK JV and its business, except with respect to certain reserved matters which will require the unanimous approval of us and Goodman.
During the investment period, the UK JV has a right of first offer, with respect to certain logistics development or logistics investment assets considered for investment in the UK by Goodman or us. If a deadlock has arisen pertaining to a major decision regarding a specific property, either shareholder may exercise a buy-sell option in relation to the relevant property. After the initial investment period, either shareholder wishing to exit the UK JV may exercise a buy-sell option.
The UK JV will pay certain fees to certain Goodman subsidiaries in connection with the services they provide to the UK JV, including but not limited to investment advisory, development management and property management services. Goodman may also be entitled to a promoted interest in the UK JV.
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European JV
The shareholders’ agreement pertaining to the European JV is by and among RT Princeton CE Holdings, LLC (our wholly-owned subsidiary), Goodman Europe Development Trust acting by its trustee Goodman Europe Development Pty Ltd. and Goodman Princeton Holdings (LUX) S.À.R.L., the European JV, for the purpose of acquiring and holding, either directly or indirectly, up to€400,000,000 in logistics focused warehouse/ distribution properties. On June 10, 2010, we initially funded the European JV with capital contributions of $26,802,000. The European JV has acquired an initial portfolio of two properties, as described further in the table below, which were previously owned by a subsidiary of Goodman and which were purchased by the European JV simultaneously with the closing of the European JV and expects to acquire a third property upon its completion, which is expected to be in the third quarter of 2010.
| | | | | | | | | | | | | | | | |
Property and Market | | Year Built | | Property Type | | Tenant | | Net Rentable Sq. Feet | | Percentage Leased | | | Lease Expiration | | Approximate Total Acquisition Cost (in thousands) |
Düren, Düren, Germany | | 2008 | | Warehouse/Distribution | | Metsä Tissue GmbH | | 391,494 | | 100 | % | | 01/2013 | | $ | 16,435 |
| | | | | | | |
Shönberg, Shönberg, Germany | | 2009 | | Warehouse/Distribution | | LK Logistik GmbH | | 453,976 | | 100 | % | | 04/2015 | | $ | 17,274 |
| | | | | | | |
Langenbach, Munich, Germany(1) | | N/A | | Warehouse/Distribution | | DSV Stuttgart GmbH & Co. KG | | 225,106 | | 100 | % | | 07/2015 | | | — |
(1) | The European JV expects to acquire Langenbach upon its completion which is expected to occur during the third quarter of 2010. This acquisition is subject to certain contingencies and there can be no assurance that this acquisition will occur. |
The initial investment term of the European JV is three years. A board of directors, comprised of members representing us and Goodman, in each case with an equal number of votes, has the responsibility for the supervision, management and major operating decisions of the European JV and its, except with respect to certain reserved matters which will require the unanimous approval of us and Goodman.
During the investment period, the European JV has a right of second offer (after another investment vehicle managed by Goodman) with respect to certain logistics development or logistics investment assets considered for investment by Goodman, and has a right of first offer with respect to certain logistics development or logistics investment assets considered for investment by us. If a deadlock has arisen pertaining to a major decision regarding a specific property, either shareholder may exercise a buy-sell option in relation to the
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relevant property. After the initial investment period, either shareholder wishing to exit the European JV may exercise a buy-sell option. The European JV will pay certain fees to certain Goodman subsidiaries in connection with the services they provide to the European JV, including but not limited to investment advisory, development management and property management services. Certain Goodman subsidiaries may also be entitled to a promoted interest in the European JV.
Property Type Concentration
Our property type concentrations as of June 30, 2010 are as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
Property Type | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost |
Office | | 18 | | 1,897 | | $ | 470,108 | | 9 | | 967 | | $ | 132,606 | | 27 | | 2,864 | | $ | 602,714 |
Warehouse/Distribution | | 34 | | 5,881 | | | 293,447 | | 12 | | 7,370 | | | 294,479 | | 46 | | 13,251 | | | 587,926 |
Retail | | 2 | | 201 | | | 75,838 | | 1 | | 296 | | | 44,530 | | 3 | | 497 | | | 120,368 |
Manufacturing | | 8 | | 1,107 | | | 76,817 | | — | | — | | | — | | 8 | | 1,107 | | | 76,817 |
| | | | | | | | | | | | | | | | | | | | | |
Total | | 62 | | 9,086 | | $ | 916,210 | | 22 | | 8,633 | | $ | 471,615 | | 84 | | 17,719 | | $ | 1,387,825 |
| | | | | | | | | | | | | | | | | | | | | |
(1) | Number of Properties and Net Rentable Square Feet for Unconsolidated Properties are at 100%. Approximate Total Acquisition Cost for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia. |
Geographic Concentration
Our geographic concentrations as of June 30, 2010 are as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
Domestic | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost |
South Carolina | | 29 | | 3,647 | | $ | 184,324 | | — | | — | | $ | — | | 29 | | 3,647 | | $ | 184,324 |
Florida | | 2 | | 725 | | | 54,350 | | 6 | | 1,340 | | | 99,922 | | 8 | | 2,065 | | | 154,272 |
California | | 7 | | 688 | | | 146,917 | | — | | — | | | — | | 7 | | 688 | | | 146,917 |
North Carolina | | 5 | | 1,360 | | | 66,337 | | 4 | | 561 | | | 72,731 | | 9 | | 1,921 | | | 139,068 |
Texas | | 5 | | 563 | | | 74,159 | | 2 | | 913 | | | 37,286 | | 7 | | 1,476 | | | 111,445 |
Massachusetts | | 3 | | 769 | | | 94,280 | | — | | — | | | — | | 3 | | 769 | | | 94,280 |
Arizona | | — | | — | | | — | | 2 | | 1,425 | | | 72,089 | | 2 | | 1,425 | | | 72,089 |
Indiana | | — | | — | | | — | | 2 | | 1,831 | | | 68,578 | | 2 | | 1,831 | | | 68,578 |
Minnesota | | 2 | | 452 | | | 43,759 | | — | | — | | | — | | 2 | | 452 | | | 43,759 |
Virginia | | 2 | | 143 | | | 42,223 | | — | | — | | | — | | 2 | | 143 | | | 42,223 |
New Jersey | | 1 | | 142 | | | 40,600 | | — | | — | | | — | | 1 | | 142 | | | 40,600 |
Ohio | | — | | — | | | — | | 1 | | 1,142 | | | 38,088 | | 1 | | 1,142 | | | 38,088 |
Tennessee | | — | | — | | | — | | 1 | | 180 | | | 30,033 | | 1 | | 180 | | | 30,033 |
Georgia | | 1 | | 122 | | | 21,834 | | — | | — | | | — | | 1 | | 122 | | | 21,834 |
Illinois | | 1 | | 185 | | | 18,170 | | — | | — | | | — | | 1 | | 185 | | | 18,170 |
| | | | | | | | | | | | | | | | | | | | | |
Total Domestic | | 58 | | 8,796 | | | 786,953 | | 18 | | 7,392 | | | 418,727 | | 76 | | 16,188 | | | 1,205,680 |
International | | | | | | | | | | | | | | | | | | |
United Kingdom | | 4 | | 290 | | | 129,257 | | 2 | | 395 | | | 25,921 | | 6 | | 685 | | | 155,178 |
Germany | | — | | — | | | — | | 2 | | 846 | | | 26,967 | | 2 | | 846 | | | 26,967 |
| | | | | | | | | | | | | | | | | | | | | |
Total International | | 4 | | 290 | | | 129,257 | | 4 | | 1,241 | | | 52,888 | | 8 | | 1,531 | | | 182,145 |
| | | | | | | | | | | | | | | | | | | | | |
Total | | 62 | | 9,086 | | $ | 916,210 | | 22 | | 8,633 | | $ | 471,615 | | 84 | | 17,719 | | $ | 1,387,825 |
| | | | | | | | | | | | | | | | | | | | | |
(1) | Number of Properties and Net Rentable Square Feet for Unconsolidated Properties are at 100%. Approximate Total Acquisition Cost for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia. |
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Significant Tenants
The following table details our largest tenants as of June 30, 2010 (in thousands):
| | | | | | | | | | | | | | | | | | | |
| | | | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
Tenant | | Primary Industry | | Net Rentable Square Feet | | Annualized Base Rent | | Net Rentable Square Feet | | Annualized Base Rent | | Net Rentable Square Feet | | Annualized Base Rent |
1 | | Amazon.com(2) | | Internet Retail | | — | | $ | — | | 2,056 | | $ | 7,705 | | 2,056 | | $ | 7,705 |
2 | | Nuance | | Software | | 201 | | | 5,263 | | — | | | — | | 201 | | | 5,263 |
3 | | Comcast | | Telecommunications | | 220 | | | 4,578 | | — | | | — | | 220 | | | 4,578 |
4 | | SBM Offshore(3) | | Petroleum and Mining | | 171 | | | 4,277 | | — | | | — | | 171 | | | 4,277 |
5 | | Barr Laboratories | | Pharmaceutical and Health Care Related | | 143 | | | 4,061 | | — | | | — | | 143 | | | 4,061 |
6 | | Unilever(4) | | Consumer Products | | — | | | — | | 1,595 | | | 3,864 | | 1,595 | | | 3,864 |
7 | | PPD Development | | Pharmaceutical and Health Care Related | | — | | | — | | 251 | | | 3,616 | | 251 | | | 3,616 |
8 | | Carl Zeiss | | Pharmaceutical and Health Care Related | | 202 | | | 3,337 | | — | | | — | | 202 | | | 3,337 |
9 | | Prime Distribution Services | | Logistics and Distribution | | — | | | — | | 1,200 | | | 2,958 | | 1,200 | | | 2,958 |
10 | | American LaFrance | | Vehicle Related Manufacturing | | 513 | | | 2,892 | | — | | | — | | 513 | | | 2,892 |
11 | | Kellogg’s | | Consumer Product | | — | | | — | | 1,142 | | | 2,817 | | 1,142 | | | 2,817 |
12 | | B&Q | | Home Furnishings/ Home Improvement | | 104 | | | 2,496 | | — | | | — | | 104 | | | 2,496 |
13 | | Syngenta Seed | | Agriculture | | 116 | | | 2,472 | | — | | | — | | 116 | | | 2,472 |
14 | | Time Warner | | Telecommunications | | 134 | | | 2,412 | | — | | | — | | 134 | | | 2,412 |
15 | | Dr. Pepper | | Food service and Retail | | 602 | | | 2,388 | | — | | | — | | 602 | | | 2,388 |
16 | | REMEC | | Defense and Aerospace | | 133 | | | 2,376 | | — | | | — | | 133 | | | 2,376 |
17 | | US General Services Administration | | Government | | 72 | | | 2,197 | | — | | | — | | 72 | | | 2,197 |
18 | | Verizon Wireless(5) | | Telecommunications | | — | | | — | | 180 | | | 2,180 | | 180 | | | 2,180 |
19 | | Royal Caribbean | | Travel/Leisure | | — | | | — | | 129 | | | 2,139 | | 129 | | | 2,139 |
20 | | Kaplan(6) | | Education | | 125 | | | 2,117 | | — | | | — | | 125 | | | 2,117 |
21 | | Best Buy | | Specialty Retail | | 238 | | | 1,657 | | 30 | | | 317 | | 268 | | | 1,974 |
22 | | Regus Business Centers | | Executive Office Suites | | 86 | | | 1,862 | | — | | | — | | 86 | | | 1,862 |
23 | | Disney Vacation Development | | Entertainment | | — | | | — | | 101 | | | 1,800 | | 101 | | | 1,800 |
24 | | Lockheed Martin | | Defense and Aerospace | | 72 | | | 1,793 | | — | | | — | | 72 | | | 1,793 |
25 | | DeVry | | Education | | — | | | — | | 94 | | | 1,517 | | 94 | | | 1,517 |
| | Other (98 tenants) | | 4,241 | | | 19,849 | | 1,840 | | | 10,540 | | 6,081 | | | 30,389 |
| | | | | | | | | | | | | | | | | | | |
| | | | | | 7,373 | | $ | 66,027 | | 8,618 | | $ | 39,453 | | 15,991 | | $ | 105,480 |
| | | | | | | | | | | | | | | | | | | |
(1) | Net Rentable Square Feet for Unconsolidated Properties is at 100%. Annualized Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia. |
(2) | Our tenants are Amazon.com.azdc, Inc., in our Buckeye Logistics Center and Goodyear Crossing Park II properties, and Amazon.com.indc, LLC, in our AllPoints at Anson Bldg. 1 property, which are all wholly-owned subsidiaries of Amazon.com. |
(3) | Our tenant is Atlantic Offshore Ltd., a wholly-owned subsidiary of SBM Offshore. |
(4) | Our tenant is CONOPCO, Inc., a wholly-owned subsidiary of Unilever. |
(5) | Verizon Wireless is the d/b/a for Cellco Partnership. |
(6) | Our tenant is Iowa College Acquisitions Corp., an operating subsidiary of Kaplan, Inc. The lease is guaranteed by Kaplan Inc. |
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Tenant Industries
Our tenants operate across a wide range of industries. The following table details our tenant-industry concentrations as of June 30, 2010 (in thousands):
| | | | | | | | | | | | | | | |
| | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
Primary Tenant Industry Category | | Net Rentable Square Feet | | Annualized Base Rent | | Net Rentable Square Feet | | Annualized Base Rent | | Net Rentable Square Feet | | Annualized Base Rent |
Pharmaceutical and Health Care Related | | 696 | | $ | 8,970 | | 462 | | $ | 4,753 | | 1,158 | | $ | 13,723 |
Telecommunications | | 670 | | | 8,223 | | 180 | | | 2,180 | | 850 | | | 10,403 |
Consumer Products | | 156 | | | 893 | | 3,325 | | | 9,198 | | 3,481 | | | 10,091 |
Internet Retail | | 330 | | | 1,426 | | 2,056 | | | 7,705 | | 2,386 | | | 9,131 |
Logistics and Distribution | | 614 | | | 2,099 | | 1,791 | | | 4,651 | | 2,404 | | | 6,750 |
Software | | 201 | | | 5,263 | | — | | | — | | 201 | | | 5,263 |
Home Furnishings/Home Improvement | | 549 | | | 4,740 | | 35 | | | 391 | | 584 | | | 5,131 |
Petroleum and Mining | | 171 | | | 4,277 | | — | | | — | | 171 | | | 4,277 |
Defense and Aerospace | | 204 | | | 4,170 | | — | | | — | | 204 | | | 4,170 |
Travel and Leisure | | — | | | — | | 229 | | | 3,939 | | 229 | | | 3,939 |
Vehicle Related Manufacturing | | 709 | | | 3,919 | | — | | | — | | 709 | | | 3,919 |
Education | | 125 | | | 2,117 | | 94 | | | 1,517 | | 219 | | | 3,634 |
Business Services | | 561 | | | 2,318 | | 103 | | | 1,214 | | 665 | | | 3,532 |
Food Service and Retail | | 743 | | | 3,225 | | 16 | | | 300 | | 759 | | | 3,525 |
Specialty Retail | | 284 | | | 2,699 | | 75 | | | 712 | | 359 | | | 3,411 |
Other Manufacturing | | 841 | | | 2,808 | | — | | | — | | 841 | | | 2,808 |
Agriculture | | 116 | | | 2,472 | | — | | | — | | 116 | | | 2,472 |
Government | | 72 | | | 2,197 | | — | | | — | | 72 | | | 2,197 |
Executive Office Suites | | 86 | | | 1,862 | | — | | | — | | 86 | | | 1,862 |
Financial Services | | 182 | | | 1,604 | | — | | | — | | 182 | | | 1,604 |
Utilities | | — | | | — | | 108 | | | 1,280 | | 108 | | | 1,280 |
Apparel Retail | | — | | | — | | 91 | | | 842 | | 91 | | | 842 |
Other Retail | | 22 | | | 123 | | 47 | | | 645 | | 69 | | | 768 |
Professional Services | | 41 | | | 622 | | 6 | | | 126 | | 47 | | | 748 |
| | | | | | | | | | | | | | | |
Total | | 7,373 | | $ | 66,027 | | 8,618 | | $ | 39,453 | | 15,991 | | $ | 105,480 |
| | | | | | | | | | | | | | | |
(1) | Net Rentable Square Feet for Unconsolidated Properties is at 100%. Annualized Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia. |
Tenant Lease Expirations
The following table sets forth a schedule of expiring leases for our consolidated and unconsolidated properties as of June 30, 2010 (in thousands):
| | | | | | | | | | | | | | | |
| | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
| | Expiring Net Rentable Square Feet | | Expiring Base Rent | | Expiring Net Rentable Square Feet | | Expiring Base Rent | | Expiring Net Rentable Square Feet | | Expiring Base Rent |
2010 (Six months ending December 31, 2010) | | 166 | | $ | 373 | | — | | $ | — | | 166 | | $ | 373 |
2011 | | 174 | | | 893 | | — | | | — | | 174 | | | 893 |
2012 | | 691 | | | 9,892 | | 33 | | | 557 | | 724 | | | 10,449 |
2013 | | 1,296 | | | 8,126 | | 411 | | | 1,566 | | 1,707 | | | 9,692 |
2014 | | 102 | | | 521 | | 15 | | | 254 | | 117 | | | 775 |
2015 | | 856 | | | 3,760 | | 458 | | | 1,288 | | 1,314 | | | 5,048 |
2016 | | 301 | | | 1,618 | | 259 | | | 4,684 | | 560 | | | 6,302 |
2017 | | 200 | | | 3,421 | | 605 | | | 5,235 | | 805 | | | 8,656 |
2018 | | 715 | | | 8,385 | | 3,088 | | | 12,840 | | 3,803 | | | 21,225 |
2019 | | 1,697 | | | 13,239 | | 3,253 | | | 11,216 | | 4,950 | | | 24,455 |
2020 | | 326 | | | 5,688 | | — | | | — | | 326 | | | 5,687 |
Thereafter | | 849 | | | 15,218 | | 496 | | | 7,021 | | 1,345 | | | 22,239 |
| | | | | | | | | | | | | | | |
Total | | 7,373 | | $ | 71,133 | | 8,618 | | $ | 44,661 | | 15,991 | | $ | 115,794 |
| | | | | | | | | | | | | | | |
Weighted Average Expiration (years) | | | | | 8.22 | | | | | 8.82 | | | | | 8.45 |
(1) | Expiring Net Rentable Square Feet for Unconsolidated Properties is at 100%. Expiring Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia. |
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Property Portfolio Size
Our portfolio size at the end of each quarter since commencement of our initial public offering through June 30, 2010 is as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | Consolidated Properties | | Unconsolidated Properties(1) | | Consolidated & Unconsolidated Properties(1) |
Cumulative Property Portfolio as of: | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost | | Properties | | Net Rentable Square Feet | | Approximate Total Acquisition Cost |
9/30/2006 | | 9 | | 878 | | $ | 86,644 | | — | | — | | $ | — | | 9 | | 878 | | $ | 86,644 |
12/31/2006 | | 9 | | 878 | | | 86,644 | | — | | — | | | — | | 9 | | 878 | | | 86,644 |
3/31/2007 | | 9 | | 878 | | | 86,644 | | — | | — | | | — | | 9 | | 878 | | | 86,644 |
6/30/2007 | | 10 | | 928 | | | 110,491 | | — | | — | | | — | | 10 | | 928 | | | 110,491 |
9/30/2007 | | 42 | | 5,439 | | | 348,456 | | — | | — | | | — | | 42 | | 5,439 | | | 348,456 |
12/31/2007 | | 44 | | 5,576 | | | 353,594 | | — | | — | | | — | | 44 | | 5,576 | | | 353,594 |
3/31/2008 | | 47 | | 6,257 | | | 426,856 | | — | | — | | | — | | 47 | | 6,257 | | | 426,856 |
6/30/2008 | | 47 | | 6,257 | | | 426,856 | | 1 | | 605 | | | 35,636 | | 48 | | 6,862 | | | 462,492 |
9/30/2008 | | 49 | | 6,483 | | | 486,777 | | 6 | | 3,307 | | | 193,773 | | 55 | | 9,790 | | | 680,550 |
12/31/2008 | | 52 | | 6,771 | | | 582,682 | | 8 | | 5,649 | | | 273,205 | | 60 | | 12,420 | | | 855,887 |
3/31/2009 | | 52 | | 6,771 | | | 582,717 | | 8 | | 5,649 | | | 273,130 | | 60 | | 12,420 | | | 855,847 |
6/30/2009 | | 53 | | 7,106 | | | 598,103 | | 11 | | 5,976 | | | 305,308 | | 64 | | 13,082 | | | 903,411 |
9/30/2009 | | 57 | | 7,805 | | | 719,822 | | 11 | | 5,976 | | | 305,202 | | 68 | | 13,781 | | | 1,025,024 |
12/31/2009 | | 60 | | 8,630 | | | 791,314 | | 13 | | 6,904 | | | 356,158 | | 73 | | 15,534 | | | 1,147,472 |
3/31/2010 | | 58 | | 8,407 | | | 748,835 | | 18 | | 7,392 | | | 418,818 | | 76 | | 15,799 | | | 1,167,653 |
6/30/2010 | | 62 | | 9,086 | | | 916,210 | | 22 | | 8,633 | | | 471,615 | | 84 | | 17,719 | | | 1,387,825 |
(1) | Net Rentable Square Feet for unconsolidated properties is at 100%. Approximate Total Acquisition Cost is at our pro rata share of effective ownership and does not include our investment in CBRE Strategic Partners Asia. |
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Rental Operations
Our reportable segments consist of three types of commercial real estate properties for which our management internally evaluates operating performance and financial results: the Domestic Industrial Properties, Domestic Office Properties and International Office/Retail Properties. All periods presented have been revised to report our segment results under our new reportable segment structure. We evaluate the performance of our segments based on net operating income, defined as: rental income and tenant reimbursements less property and related expenses (operating and maintenance, management fees and real estate taxes) and excludes other non-property income and expenses, interest expense, depreciation and amortization, and our company-level general and administrative expenses. The following tables compare the net operating income for the three and six months ended June 30, 2010 and 2009 (in thousands):
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2010 | | 2009 | | 2010 | | 2009 |
Domestic Industrial Properties | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | |
Rental | | $ | 5,487 | | $ | 4,303 | | $ | 11,300 | | $ | 8,989 |
Tenant Reimbursements | | | 1,295 | | | 1,003 | | | 2,553 | | | 2,103 |
| | | | | | | | | | | | |
Total Revenues | | | 6,782 | | | 5,306 | | | 13,853 | | | 11,092 |
| | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | |
Operating and Maintenance | | | 395 | | | 313 | | | 733 | | | 670 |
General and Administrative | | | 116 | | | 94 | | | 162 | | | 139 |
Property Management Fee to Related Party | | | 77 | | | 87 | | | 138 | | | 180 |
Property Taxes | | | 1,455 | | | 1,090 | | | 2,886 | | | 2,146 |
| | | | | | | | | | | | |
Total Expenses | | | 2,043 | | | 1,584 | | | 3,919 | | | 3,135 |
| | | | | | | | | | | | |
Net Operating Income | | | 4,739 | | | 3,722 | | | 9,934 | | | 7,957 |
| | | | | | | | | | | | |
Domestic Office Properties | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | |
Rental | | | 7,612 | | | 3,713 | | | 14,861 | | | 7,485 |
Tenant Reimbursements | | | 1,467 | | | 940 | | | 3,046 | | | 1,701 |
| | | | | | | | | | | | |
Total Revenues | | | 9,079 | | | 4,653 | | | 17,907 | | | 9,186 |
| | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | |
Operating and Maintenance | | | 957 | | | 739 | | | 2,114 | | | 1,528 |
General and Administrative | | | 84 | | | 43 | | | 171 | | | 101 |
Property Management Fee to Related Party | | | 27 | | | 27 | | | 60 | | | 64 |
Property Taxes | | | 1,096 | | | 608 | | | 2,286 | | | 1,218 |
| | | | | | | | | | | | |
Total Expenses | | | 2,164 | | | 1,417 | | | 4,631 | | | 2,911 |
| | | | | | | | | | | | |
Net Operating Income | | | 6,915 | | | 3,236 | | | 13,276 | | | 6,275 |
| | | | | | | | | | | | |
12
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
International Office/Retail Properties | | | | | | | | | | | | | | | | |
Rental | | | 1,535 | | | | 1,831 | | | | 3,475 | | | | 3,715 | |
Tenant Reimbursements | | | 55 | | | | 95 | | | | 136 | | | | 180 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 1,590 | | | | 1,926 | | | | 3,611 | | | | 3,895 | |
| | | | | | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 59 | | | | 93 | | | | 139 | | | | 174 | |
General and Administrative | | | 86 | | | | 15 | | | | 121 | | | | 67 | |
Property Management Fee to Related Party | | | 72 | | | | (2 | ) | | | 142 | | | | 10 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 217 | | | | 106 | | | | 402 | | | | 251 | |
| | | | | | | | | | | | | | | | |
Net Operating Income | | | 1,373 | | | | 1,820 | | | | 3,209 | | | | 3,644 | |
| | | | | | | | | | | | | | | | |
Reconciliation to Consolidated Net Loss | | | | | | | | | | | | | | | | |
Total Segment Net Operating Income(1) | | | 13,027 | | | | 8,778 | | | | 26,419 | | | | 17,876 | |
Interest Expense | | | 3,238 | | | | 2,638 | | | | 6,333 | | | | 5,445 | |
General and Administrative | | | 1,553 | | | | 733 | | | | 2,224 | | | | 1,621 | |
Investment Management Fee to Related Party | | | 2,687 | | | | 1,783 | | | | 5,118 | | | | 3,486 | |
Acquisition Expenses | | | 4,841 | | | | 998 | | | | 5,219 | | | | 998 | |
Depreciation and Amortization | | | 6,717 | | | | 6,148 | | | | 13,960 | | | | 11,870 | |
| | | | | | | | | | | | | | | | |
| | | (6,009 | ) | | | (3,522 | ) | | | (6,435 | ) | | | (5,544 | ) |
| | | | | | | | | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 91 | | | | 140 | | | | 689 | | | | 261 | |
Net Settlement Payments on Interest Rate Swaps | | | (230 | ) | | | (152 | ) | | | (444 | ) | | | (233 | ) |
Loss on Interest Rate Swaps and Cap | | | (115 | ) | | | 525 | | | | (503 | ) | | | 357 | |
Loss on Note Payable at Fair Value | | | (5 | ) | | | (128 | ) | | | (78 | ) | | | (693 | ) |
Loss on Early Extinguishment of Debt | | | — | | | | — | | | | (73 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Loss Before Provision for Income Taxes and Equity in Income (Loss) of Unconsolidated Entities | | | (6,268 | ) | | | (3,137 | ) | | | (6,844 | ) | | | (5,852 | ) |
| | | | | | | | | | | | | | | | |
Provision for Income Taxes | | | (70 | ) | | | (58 | ) | | | (85 | ) | | | (87 | ) |
Equity in Income (Loss) of Unconsolidated Entities | | | 2,109 | | | | (1,051 | ) | | | 2,846 | | | | (1,849 | ) |
| | | | | | | | | | | | | | | | |
Net Loss | | | (4,229 | ) | | | (4,246 | ) | | | (4,083 | ) | | | (7,788 | ) |
| | | | | | | | | | | | | | | | |
Net Loss Attributable to Non-Controlling Operating Partnership Units | | | 8 | | | | 8 | | | | 7 | | | | 21 | |
| | | | | | | | | | | | | | | | |
Net Loss Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (4,221 | ) | | $ | (4,238 | ) | | $ | (4,076 | ) | | $ | (7,767 | ) |
| | | | | | | | | | | | | | | | |
(1) | Total Segment Net Operating Income is a Non-GAAP financial measure which may be useful as a supplemental measure for evaluating the relationship of each reporting segment to the combined total. This measure should not be viewed as an alternative measure of operating performance to our U.S. GAAP presentations provided. Segment “Net Operating Income” is defined as operating revenues (rental income, tenant reimbursements and other property income) less property and related expenses (property expenses, including real estate taxes) before depreciation and amortization expense. The Net Operating Income segment information presented consists of the same Net Operating Income segment information disclosed in Note 9 to our consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. |
13
Tax Basis and Real Estate Tax
The following table provides information regarding our tax basis and real estate taxes at each of our consolidated properties as of June 30, 2010:
| | | | | | | | | |
Location | | Property | | Original Income Tax Basis | | 2010 Real Estate Annual Taxes | |
San Diego, CA | | REMEC Corporate Campus | | $ | 26,667,000 | | $ | 311,000 | |
Taunton, MA | | 300 Constitution Drive | | | 19,805,000 | | | 329,000 | |
Alpharetta, GA | | Deerfield Commons I | | | 19,572,000 | | | 299,000 | |
Alpharetta, GA | | Deerfield Commons II | | | 2,262,000 | | | 50,000 | |
Allen, TX | | 505 Century | | | 6,095,000 | | | 106,000 | |
Richardson, TX | | 631 International | | | 5,407,000 | | | 104,000 | |
Richardson, TX | | 660 North Dorothy | | | 6,836,000 | | | 115,000 | |
Bolingbrook, IL | | Bolingbrook Point III | | | 18,170,000 | | | 203,000 | |
Spartanburg, SC | | Cherokee Corporate Park | | | 3,775,000 | | | 38,000 | |
Spartanburg, SC | | Community Cash Complex 1-5 | | | 7,987,000 | | | 145,000 | |
Spartanburg, SC | | Fairforest Bldgs 1-4 | | | 19,753,000 | | | 356,000 | |
Spartanburg, SC | | Fairforest Bldg. 5 | | | 16,968,000 | | | 264,000 | |
Spartanburg, SC | | Fairforest Bldg. 6 | | | 7,469,000 | | | 160,000 | |
Spartanburg, SC | | Fairforest Bldg. 7 | | | 5,626,000 | | | 137,000 | |
Spartanburg, SC | | Greenville/Spartanburg Ind. Pk | | | 3,388,000 | | | 69,000 | |
Spartanburg, SC | | Highway 290 Commerce Pk Bldgs | | | 20,083,000 | | | 370,000 | |
Spartanburg, SC | | HJ Park Bldg. 1 | | | 4,216,000 | | | 105,000 | |
Charleston, SC | | Jedburg Commerce Park | | | 41,991,000 | | | 759,000 | |
Charlotte, NC | | Kings Mountain I | | | 5,497,000 | | | 35,000 | |
Charlotte, NC | | Kings Mountain II | | | 11,311,000 | | | 56,000 | |
Charleston, SC | | Mount Holly Building | | | 6,208,000 | | | 54,000 | |
Charleston, SC | | North Rhett I | | | 10,302,000 | | | 143,000 | |
Charleston, SC | | North Rhett II | | | 7,073,000 | | | 66,000 | |
Charleston, SC | | North Rhett III | | | 4,812,000 | | | 55,000 | |
Charleston, SC | | North Rhett IV | | | 17,060,000 | | | 224,000 | |
Charleston, SC | | Orangeburg Park Bldg. | | | 5,474,000 | | | 181,000 | |
Spartanburg, SC | | Orchard Business Park 1 & 2 | | | 2,139,000 | | | 47,000 | |
Winston-Salem, NC | | Union Cross Bldg. I | | | 6,585,000 | | | 178,000 | |
Winston-Salem, NC | | Union Cross Bldg. II | | | 17,216,000 | | | 172,000 | |
Lewisville, TX | | Lakeside Office Center | | | 17,994,000 | | | 252,000 | |
Charlotte, NC | | Kings Mountain III | | | 25,728,000 | | | 74,000 | |
Houston, TX | | Enclave on the Lake | | | 37,827,000 | | | 739,000 | |
Washington, DC | | Avion Midrise III | | | 21,111,000 | | | 259,000 | |
Washington, DC | | Avion Midrise IV | | | 21,112,000 | | | 261,000 | |
Minneapolis, MN | | 13201 Wilfred Lane | | | 15,340,000 | | | 526,000 | |
Oakland, CA | | 3011, 3055 & 3077 Comcast Place | | | 49,000,000 | | | 792,000 | |
Boston, MA | | 140 Depot Street | | | 18,950,000 | | | 290,000 | |
Orlando, FL | | 12650 Ingenuity Drive | | | 25,350,000 | | | 332,000 | |
Minneapolis, MN | | Crest Ridge Corporate Center I | | | 28,419,000 | | | 285,000 | |
Jacksonville, FL | | West Point Trade Center | | | 29,000,000 | | | 490,000 | |
Oakland, CA | | 5160 Hacienda Drive | | | 38,500,000 | | | 472,000 | |
San Diego, CA | | 10450 Pacific Center Court | | | 32,750,000 | | | 250,000 | |
Montvale, NJ | | 225 Summit Ave | | | 40,600,000 | | | 457,000 | |
Boston, MA | | One Wayside Road | | | 55,525,000 | | | 544,000 | |
Coventry, UK | | 602 Central Blvd. | | | 23,847,000 | |
| N/A
|
|
Reading, UK | | Thames Valley Five | | | 29,572,000 | | | N/A | |
Wakefield, UK | | Albion Mills Retail Park | | | 22,098,000 | | | N/A | |
Peterborough, UK | | Maskew Retail Park | | | 53,740,000 | | | N/A | |
| | | | | | | | | |
Total | | | | $ | 916,210,000 | | $ | 11,154,000 | |
| | | | | | | | | |
14
Recent Developments
On June 23, 2010, we entered into a purchase and sale agreement to acquire, subject to customary closing conditions, Millers Ferry Road, located at Millers Ferry Road and Mars Road in Wilmer, TX, a suburb of Dallas. We will acquire Millers Ferry Road for approximately $44,000,000, exclusive of customary closing costs. We anticipate that the acquisition will be funded using the net proceeds from this offering. Millers Ferry Road, scheduled to be completed in the second quarter of 2011, will be a 1,020,000 square foot, warehouse/distribution center with no operating history. We expect that the property will be 100% leased to Whirlpool Corporation to be utilized as a regional distribution center through December 2020. Whirlpool Corporation is a leading global manufacturer and marketer of major home appliances. While we anticipate this acquisition will close during the second quarter of 2011, this agreement is subject to a number of contingencies, including, but not limited to, substantial completion of the construction of the property and acceptance by the tenant of the space and therefore there can be no assurances that this acquisition will occur.
On July 6, 2010, we entered into a purchase and sale agreement to acquire, subject to customary closing conditions, 100 Tice Blvd., located at 100 Tice Blvd. in Woodcliff Lake, New Jersey, a suburb of New York City. We will acquire 100 Tice Blvd. for approximately $67,600,000, of which approximately $42,600,000 will be paid by assuming an existing mortgage loan held by Hartford Life and Accident Insurance Company and Principal Life Insurance Company. We anticipate that the remainder of the purchase price will be funded using the net proceeds from our current public offering. 100 Tice Blvd. is a 208,911 square foot office building that is 100% leased to Eisai Inc. through December 2021 and is used as Eisai’s North American headquarters. Eisai Inc. is the U.S. operating subsidiary of the Japanese company Eisai Co., Ltd. Eisai Inc. is a producer of pharmaceuticals for the treatment of Alzheimer’s disease and cancers. While we anticipate this acquisition to close during the third quarter of 2010, the agreement to acquire the property is subject to a number of contingencies and therefore there can be no assurances that this acquisition will occur.
On August 24, 2010, the Duke joint venture closed on the acquisition of additional land and entered into a construction agreement, and lease amendments, collectively, the Expansion Agreements, to expand the AllPoints at Anson Bldg. 1 property, a warehouse/distribution center located in Whitestown, IN, a suburb of Indianapolis. The existing property is 100% leased to a subsidiary of Amazon.com through July 2018. Pursuant to the Expansion Agreements, AllPoints at Anson Bldg. 1 (i) will be expanded from the current 630,573 square feet to approximately 1,036,573 square feet and (ii) will remain 100% leased to a subsidiary of Amazon.com, which lease will be extended through April 2021. The total cost of the expansion is anticipated to be approximately $16,900,000 to the Duke joint venture. We own an 80% interest in the Duke joint venture and we expect to make cash contributions of approximately $13,541,000 to the Duke joint venture over the construction period in connection with the Expansion Agreements. We will pay a construction supervision fee of $203,000 to our Investment Advisor in connection with the Expansion Agreements.
On August 31, 2010, we entered into an amended and restated credit agreement through our subsidiaries with Wells Fargo Bank, N.A. to expand the Wells Fargo Credit Facility from its initial capacity of $70,000,000 to an amended capacity of $125,000,000, or the Amended Wells Fargo Credit Facility. In connection with the Amended Wells Fargo Credit Facility, the minimum outstanding amount was increased to $25,000,000 and as such an additional $10,000,000 was drawn ($15,000,000 was initially drawn on May 26, 2010) with the remaining $100,000,000 available for disbursement during the term of the facility. The Amended Wells Fargo Credit Facility is secured by an additional three of our properties, for a total of eight properties in all: 13201 Wilfred Lane, 3011, 3055 & 3077 Comcast Place, 140 Depot Street, Crest Ridge Corporate Center, West Point Trade Center, 5160 Hacienda Drive, 10450 Pacific Center Court and 225 Summit Avenue. The interest rate was reduced by 25 basis points to 275 basis points over LIBOR (which rate will apply to all withdrawals from the Amended Wells Fargo Credit Facility other than the initial $15,000,000 that was drawn on May 26, 2010) and the interest rate floor of 4.00% was eliminated. The initial maturity date remains May 26, 2014, however we may extend the maturity date to May 26, 2015, subject to certain conditions. The Amended Wells Fargo Credit Facility is subject to certain representations and warranties and customary financial covenants (including certain negative financial covenants) with which we believe we were in compliance as of August 31, 2010. A commitment fee of $632,500 was paid to Wells Fargo Bank, N.A. at closing. We will also pay certain other customary fees in connection with the Amended Wells Fargo Credit Facility including fees related to the unused loan amount, extension, administrative and other fees, the amount of which in some cases is subject to certain terms and conditions.
The Investment Advisor
This section updates the ages of certain of the executive officers of our Investment Advisor included under the section “The Investment Advisor,” which begins on page 73 of our prospectus.
The executive officers of the Investment Advisor are as follows:
| | | | |
Name | | Age | | Position |
Jack A. Cuneo | | 62 | | President and Chief Executive Officer |
Laurie E. Romanak | | 50 | | Managing Director |
Douglas J. Herzbrun | | 55 | | Managing Director/Global Head of Research |
Philip L. Kianka | | 53 | | Director of Operations |
Christopher B. Allen | | 43 | | Director of Finance |
Nickolai S. Dolya | | 33 | | Director of Capital Markets |
Charles W. Hessel | | 39 | | Director of Investments |
Hugh S. O’Beirne | | 39 | | Senior Counsel |
Brian D. Welcker | | 61 | | Director of Asset Management |
G. Eric Fraser | | 60 | | Director of Accounting |
15
Distribution Policy
This section contains certain information that supplements and updates the information under the section “Distribution Policy,” which begins on page 37 of our prospectus.
The following table presents total distributions declared and paid and distributions per share:
| | | | | | |
2010 Quarters | | First | | Second |
Total distributions declared and paid | | $ | 16,841,000 | | $ | 19,266,000 |
Distributions per share | | $ | 0.15 | | $ | 0.15 |
Amount of distributions per share funded by cash flows provided by operating entities | | $ | 0.1212 | | $ | 0.0540 |
Amount of distributions per share funded by uninvested proceeds from financings of our properties | | $ | 0.0288 | | $ | 0.0960 |
| | | | | | | | | | | | |
2009 Quarters | | First | | Second | | Third | | Fourth |
Total distributions declared and paid | | $ | 10,066,000 | | $ | 11,181,000 | | $ | 12,767,000 | | $ | 14,750,000 |
Distributions per share | | $ | 0.15 | | $ | 0.15 | | $ | 0.15 | | $ | 0.15 |
Amount of distributions per share funded by cash flows provided by operating entities | | $ | 0.0903 | | $ | 0.0643 | | $ | 0.1309 | | $ | 0.0434 |
Amount of distributions per share funded by uninvested proceeds from financings of our properties | | $ | 0.0597 | | $ | 0.0857 | | $ | 0.0191 | | $ | 0.1066 |
For the quarter ended June 30, 2010, distributions were funded 35.79% by cash flows provided by operating activities and 64.21% from uninvested proceeds from financings of our properties. In addition, distributions totaling $7,318,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during the quarter ended June 30, 2010.
For the quarter ended March 31, 2010, distributions were funded 80.79% by cash flows provided by operating activities and 19.21% from uninvested proceeds from financings of our properties. In addition, distributions totaling $6,197,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during the quarter ended March 31, 2010.
Our 2009 distributions were funded 53.78% by cash flows provided by operating activities and 46.22% from uninvested proceeds from financings of our properties. In addition, distributions totaling $17,600,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during 2009.
Our board of trustees has approved a quarterly distribution to shareholders of $0.15 per common share for the third quarter of 2010. The distribution will be calculated on a daily basis and paid on October 15, 2010 to shareholders of record during the period from July 1, 2010 through and including September 30, 2010.
Summary Selected Financial Data
This section supersedes the information under the section “Summary Selected Financial Data,” which begins on page 39 of our prospectus.
Summary Selected Financial and Operating Data
The following table sets forth summary selected financial and operating data on a consolidated basis for our company. You should read the following summary selected financial data in conjunction with our consolidated historical financial statements and the related notes and with “Management Discussion and Analysis of Financial Conditions and Results of Operations,” which are included in our incorporated documents.
The summary historical consolidated balance sheet information as of June 30, 2010 and 2009, December 31, 2009, 2008, 2007, 2006 and 2005 as well as the summary historical consolidated statement of operations information for the six months ended June 30, 2010 and June 30, 2009 and for the periods ended December 31, 2009, 2008, 2007, 2006 and 2005 have been derived from our historical consolidated financial statements.
Our unaudited summary selected pro forma consolidated financial data is presented for the six months ended June 30, 2010 and for the year ended December 31, 2009. Our unaudited summary selected pro forma consolidated statements of operations data for the six months ended June 30, 2010 and for the year ended December 31, 2009 are based on our historical consolidated statements of operations and gives effect to the acquisitions of the following properties as if they were acquired on January 1, 2009, (i) the 13201 Wilfred Lane property which was acquired on June 29, 2009, (ii) the 3011, 3055, 3077 Comcast Place property which was acquired on July 1, 2009, (iii) the 12650 Ingenuity Drive property which was acquired on August 5, 2009, (iv) the Northpoint III property, a Duke
16
joint venture interest which was acquired on October 15, 2009, (v) the West Point Trade Center property which was acquired on December 30, 2009, (vi) the Miramar I property which was acquired on December 31, 2009 and subsequently contributed to the Duke joint venture on March 31, 2010, (vii) the Miramar II property which was acquired on December 31, 2009 and subsequently contributed to the Duke joint venture on March 31, 2010, (viii) the 3900 North Paramount Parkway, 3900 South Paramount Parkway and 1400 Perimeter Park Drive properties, a Duke joint venture interest which was acquired on March 31, 2010, (ix) the 5160 Hacienda Drive property which was acquired on April 8, 2010, (x) the 10450 Pacific Court Center property which was acquired on May 7, 2010, (xi) the Amber Park and Brackmills properties, UK JV interests which were acquired on June 10, 2010, (xii) the Düren and Shönberg properties, European JV interests which were acquired on June 10, 2010, (xiii) the 225 Summit Avenue property which was acquired on June 21, 2010, and (xiv) the One Wayside Road property which was acquired on June 24, 2010.
Our unaudited pro-forma financial information is not necessarily indicative of what our results of operations would have been for the periods indicated, nor does it purport to represent our future results of operations. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2010 has not been included in the presentation of these unaudited pro forma financial statements due to the fact that all properties acquired and investments in unconsolidated joint venture investments are already reflected in the June 30, 2010 consolidated balance sheet included in our Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2010.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Pro Forma Consolidated | | | Historical Consolidated | | | Pro Forma Consolidated | | | Historical Consolidated | |
| Six Months Ended June 30, | | | Six Months Ended June 30, | | | Year Ended December 31, | | | Year Ended December 31, | |
| 2010 | | | 2010 | | | 2009 | | | 2009 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005 | |
| | (in thousands, except per share data) | |
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 36,263 | | | $ | 29,636 | | | $ | 20,189 | | | $ | 70,278 | | | $ | 47,023 | | | $ | 33,396 | | | $ | 14,028 | | | $ | 6,630 | | | $ | 4,614 | |
Tenant Reimbursements | | | 6,275 | | | | 5,735 | | | | 3,984 | | | | 11,950 | | | | 9,301 | | | | 6,753 | | | | 2,633 | | | | 1,830 | | | | 872 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenue | | | 42,538 | | | | 35,371 | | | | 24,173 | | | | 82,228 | | | | 56,324 | | | | 40,149 | | | | 16,661 | | | | 8,460 | | | | 5,486 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 3,224 | | | | 2,986 | | | | 2,372 | | | | 6,108 | | | | 4,974 | | | | 3,248 | | | | 1,057 | | | | 860 | | | | 367 | |
Property Taxes | | | 5,879 | | | | 5,172 | | | | 3,364 | | | | 10,285 | | | | 7,624 | | | | 5,479 | | | | 1,778 | | | | 1,103 | | | | 563 | |
Interest | | | 7,171 | | | | 6,333 | | | | 5,445 | | | | 13,705 | | | | 11,378 | | | | 10,323 | | | | 5,049 | | | | 1,784 | | | | 1,195 | |
General and Administrative Expense | | | 2,678 | | | | 2,678 | | | | 1,928 | | | | 4,579 | | | | 4,246 | | | | 3,320 | | | | 1,853 | | | | 851 | | | | 359 | |
Property Management Fee to Related Party | | | 589 | | | | 340 | | | | 254 | | | | 1,172 | | | | 656 | | | | 491 | | | | 160 | | | | 41 | | | | 7 | |
Investment Management Fee to Related Party | | | 6,015 | | | | 5,118 | | | | 3,486 | | | | 11,116 | | | | 7,803 | | | | 3,964 | | | | 1,547 | | | | 739 | | | | 603 | |
Class C Fee to Related Party | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 145 | | | | 459 | |
Acquisition Expenses | | | 5,219 | | | | 5,219 | | | | 998 | | | | 11,643 | | | | 5,832 | | | | — | | | | — | | | | — | | | | — | |
Depreciation and Amortization | | | 16,205 | | | | 13,960 | | | | 11,870 | | | | 32,172 | | | | 25,093 | | | | 17,171 | | | | 8,050 | | | | 4,618 | | | | 2,478 | |
Loss on Impairment | | | — | | | | — | | | | — | | | | 9,160 | | | | 9,160 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 46,980 | | | | 41,806 | | | | 29,717 | | | | 99,940 | | | | 76,766 | | | | 43,996 | | | | 19,494 | | | | 10,141 | | | | 6,031 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 689 | | | | 689 | | | | 261 | | | | 349 | | | | 344 | | | | 2,039 | | | | 2,855 | | | | 255 | | | | 460 | |
Net Settlement (Payments) Receipts on Interest Rate Swaps | | | (444 | ) | | | (444 | ) | | | (233 | ) | | | (660 | ) | | | (660 | ) | | | 65 | | | | — | | | | — | | | | — | |
(Loss) Gain on Interest Rate Swaps and Cap | | | (503 | ) | | | (503 | ) | | | 357 | | | | 89 | | | | 89 | | | | (1,496 | ) | | | — | | | | — | | | | — | |
(Loss) Gain on Note Payable at Fair Value | | | (78 | ) | | | (78 | ) | | | (693 | ) | | | (807 | ) | | | (807 | ) | | | 1,168 | | | | — | | | | — | | | | — | |
Loss on Transfer of Real Estate Held for Sale to Continuing Operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,451 | ) | | | — | | | | — | | | | — | |
Loss on Early Extinguishment of Debt | | | (73 | ) | | | (73 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | (409 | ) | | | (409 | ) | | | (308 | ) | | | (1,029 | ) | | | (1,034 | ) | | | (1,675 | ) | | | 2,855 | | | | 255 | | | | 460 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Provision for Income Taxes and Equity in Income (Loss) of Unconsolidated Entities | | | (4,851 | ) | | | (6,844 | ) | | | (5,852 | ) | | | (18,741 | ) | | | (21,476 | ) | | | (5,522 | ) | | | 22 | | | | (1,426 | ) | | | (85 | ) |
(Provision) Benefit for Income Taxes | | | (85 | ) | | | (85 | ) | | | (87 | ) | | | (169 | ) | | | (169 | ) | | | 82 | | | | (279 | ) | | | — | | | | — | |
Equity in Income (Loss) of Unconsolidated Entities | | | 4,159 | | | | 2,846 | | | | (1,849 | ) | | | 10,008 | | | | 2,743 | | | | (1,242 | ) | | | (150 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | (777 | ) | | | (4,083 | ) | | | (7,788 | ) | | | (8,902 | ) | | | (18,902 | ) | | | (6,682 | ) | | | (407 | ) | | | (1,426 | ) | | | (85 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss Attributable to Non-Controlling Operating Partnership Units | | | 1 | | | | 7 | | | | 21 | | | | 20 | | | | 54 | | | | 26 | | | | 4 | | | | (1,058 | ) | | | (7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (776 | ) | | $ | (4,076 | ) | | $ | (7,767 | ) | | $ | (8,882 | ) | | $ | (18,848 | ) | | $ | (6,656 | ) | | $ | (403 | ) | | $ | (2,484 | ) | | $ | (92 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss Per Share | | $ | (0.01 | ) | | $ | (0.03 | ) | | $ | (0.11 | ) | | $ | (0.11 | ) | | $ | (0.23 | ) | | $ | (0.14 | ) | | $ | (0.02 | ) | | $ | (0.35 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Common Shares Outstanding—Basic and Diluted | | | 120,399,165 | | | | 120,399,165 | | | | 70,844,927 | | | | 81,367,593 | | | | 81,367,593 | | | | 46,089,680 | | | | 18,545,418 | | | | 7,010,722 | | | | 6,967,762 | |
Dividends Declared Per Share | | $ | 0.30 | | | $ | 0.30 | | | $ | 0.30 | | | $ | 0.60 | | | $ | 0.60 | | | $ | 0.59 | | | $ | 0.54 | | | $ | 0.50 | | | $ | 0.42 | |
17
| | | | | | | | | | | | | | | | | | | | | |
| | Historical Consolidated | | Historical Consolidated |
| | June 30, | | December 31, |
| | 2010 | | 2009 | | 2009 | | 2008 | | 2007 | | 2006 | | 2005 |
| | | | | | (in thousands) |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | |
Investments in Real Estate, After Accumulated Depreciation and Amortization | | $ | 732,992 | | $ | 503,574 | | $ | 639,573 | | $ | 484,827 | | $ | 309,805 | | $ | 70,650 | | $ | 57,163 |
Investments in Unconsolidated Entities | | | 316,485 | | | 162,421 | | | 214,097 | | | 131,703 | | | 101 | | | — | | | — |
Total Assets | | | 1,324,842 | | | 825,344 | | | 1,059,019 | | | 709,920 | | | 435,751 | | | 97,807 | | | 94,118 |
Notes Payable | | | 225,673 | | | 179,588 | | | 212,425 | | | 177,161 | | | 116,876 | | | 34,975 | | | 34,975 |
Loan Payable | | | 15,000 | | | — | | | — | | | — | | | 45,000 | | | — | | | — |
Total Liabilities | | | 291,713 | | | 221,262 | | | 256,556 | | | 220,249 | | | 189,224 | | | 44,834 | | | 41,510 |
Non-controlling Interest | | | 2,464 | | | 2,464 | | | 2,464 | | | 2,464 | | | 2,464 | | | 2,464 | | | 250 |
Shareholders’ Equity | | | 1,030,665 | | | 601,618 | | | 799,999 | | | 487,207 | | | 244,063 | | | 50,509 | | | 52,358 |
Total Liabilities and Shareholders’ Equity | | | 1,324,842 | | | 825,344 | | | 1,059,019 | | | 709,920 | | | 435,751 | | | 97,807 | | | 94,118 |
Non-GAAP Supplemental Financial Measure: Funds from Operations
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors consider presentations of operating results for REITs that use historical cost accounting to be insufficient by themselves. Consequently, the National Association of Real Estate Investment Trusts, or NAREIT, created Funds from Operations, or FFO, as a supplemental measure of REIT operating performance.
FFO is a non-GAAP measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net income. FFO, as we define it, is presented as a supplemental financial measure. Management believes that FFO is a useful supplemental measure of REIT performance. FFO does not present, nor do we intend for it to present, a complete picture of our financial condition and/or operating performance. We believe that net income, as computed under GAAP, appropriately remains the primary measure of our performance and that FFO, when considered in conjunction with net income, improves the investing public’s understanding of the operating results of REITs and makes comparisons of REIT operating results more meaningful.
We compute FFO in accordance with standards established by NAREIT. Modifications to the NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business and provide greater transparency to the investing public as to how their management team considers their results of operations. As a result, our FFO may not be comparable to FFO as reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do. The revised NAREIT White Paper on FFO defines FFO as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships and joint ventures.
Management believes that NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time, and that depreciation charges required by GAAP do not always reflect the underlying economic realities. Likewise, the exclusion from NAREIT’s definition of FFO of gains and losses from the sales of previously depreciated operating real estate assets, allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in comparing those operating results between periods. Thus, FFO provides a performance measure that, when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates and operating costs. Management also believes that FFO provides useful information to the investment community about our financial performance when compared to other REITs, since FFO is generally recognized as the industry standard for reporting the operations of REITs.
18
In addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO, as adjusted, which excludes the effects of acquisition costs, any non-cash impairment charges and unrealized (gain) loss in an unconsolidated entity. We believe that adjusting FFO to exclude these acquisition costs, impairment charges and unrealized (gain) loss in an unconsolidated entity more appropriately presents our results of operations on a comparative basis. The items that we exclude from FFO, as adjusted, are subject to significant fluctuations from period to period that cause both positive and negative effects on our results of operations, often in inconsistent and unpredictable directions. The economics underlying these excluded items are not the primary factors in management’s decision-making process. Period to period fluctuations in these items can be driven by accounting for short-term factors that are not relevant to long-term investment decisions, long-term capital structures or long-term tax planning and tax structuring decisions. Therefore, while our FFO, as adjusted, clearly differs from NAREIT’s definition of FFO, and may not be comparable to similarly named measures of other REITs and real estate companies, we believe that it provides a meaningful supplemental measure of our operating performance. We believe that investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy, thus fostering a greater degree of transparency into our management process.
Neither FFO, nor FFO as adjusted, represents cash generated from operating activities in accordance with GAAP and should not be considered as alternatives to (i) net income (determined in accordance with GAAP), as indications of our financial performance, or (ii) to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make cash distributions. We believe that to further understand our performance, each of FFO and FFO, as adjusted, should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our Consolidated Financial Statements.
The following table presents our FFO and FFO, as adjusted for the three months ended June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009 (in thousands, except per share data):
| | | | | | | | | | | | | | | | |
| | Three Months Ended | |
| | June 30, 2010 | | | March 31, 2010 | | | December 31, 2009 | | | September 30, 2009 | |
| | | | |
Reconciliation of net income (loss) to funds from operations: | | | | | | | | | | | | | | | | |
Net income (loss) attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (4,221 | ) | | $ | 145 | | | $ | (7,669 | ) | | $ | (3,412 | ) |
Adjustments: | | | | | | | | | | | | | | | | |
Non-controlling interest | | | (8 | ) | | | 1 | | | | (17 | ) | | | (16 | ) |
Real estate depreciation and amortization | | | 6,717 | | | | 7,243 | | | | 6,722 | | | | 6,501 | |
Realized gain from transfer of real estate to unconsolidated entities | | | — | | | | (154 | ) | | | — | | | | — | |
Net effect of FFO adjustment from unconsolidated entities(1) | | | 4,382 | | | | 3,715 | | | | 3,687 | | | | 3,891 | |
| | | | | | | | | | | | | | | | |
FFO | | $ | 6,870 | | | $ | 10,950 | | | $ | 2,723 | | | $ | 6,964 | |
Other Adjustments: | | | | | | | | | | | | | | | | |
Acquisition expenses/Organization expenses(2) | | | 5,529 | | | $ | 382 | | | $ | 2,298 | | | $ | 2,536 | |
Real estate impairment loss | | | — | | | | — | | | | 9,160 | | | | — | |
Unrealized loss (gain) in unconsolidated entity | | | (373 | ) | | | 24 | | | | (3,988 | ) | | | 214 | |
| | | | | | | | | | | | | | | | |
FFO, as adjusted | | $ | 12,026 | | | $ | 11,356 | | | $ | 10,193 | | | $ | 9,714 | |
| | | | | | | | | | | | | | | | |
FFO per share (basic and diluted) | | $ | 0.05 | | | $ | 0.10 | | | $ | 0.03 | | | $ | 0.08 | |
FFO, as adjusted, per share (basic and diluted) | | $ | 0.09 | | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.11 | |
(1) | Represents our share of the FFO adjustments allowable under the NAREIT definition (primarily depreciation) for each of our unconsolidated entities multiplied by our ownership interest in each of these unconsolidated entities during the quarter ended June 30, 2010 and multiplied by the percentage of income or loss recognized by us for each of these unconsolidated entities during the prior quarters. |
(2) | In addition to organization and acquisition costs incurred in our consolidated results, this adjustment also includes our portion of acquisition costs incurred within our unconsolidated entities. |
19
Description of Shares
This section contains certain information that supplements the description of our Share Redemption Program following the caption “Description of Shares—Share Redemption Program,” which begins on page 89 of our prospectus.
For the quarter ended June 30, 2010, we received requests to redeem 379,950.71 common shares pursuant to our share redemption program. We redeemed 100% of the redemption requests for the quarter ended June 30, 2010 at an average price per share of $9.07. We funded share redemptions for the period noted above from the cumulative proceeds of the sale of our common shares pursuant to our dividend reinvestment plan.
Experts
This section contains certain information that supplements and updates the information under the section “Experts,” which begins on page 124 of our prospectus.
The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Annual Report on Form 10-K of CB Richard Ellis Realty Trust and its subsidiaries, or the Company, for the year ended December 31, 2009 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of ASC Topic 805 Business Combinations, as of January 1, 2009), and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements and related schedule of Duke/Hulfish, LLC and subsidiaries as of December 31, 2009 and 2008, and for the year ended December 31, 2009 and the period from April 29, 2008 (inception) through December 31, 2008, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2009 financial statements refers to a change in accounting for business combinations.
The combined statements of assets, liabilities and partners’ capital and combined schedules of real estate related investments of CB Richard Ellis Strategic Partners Asia II, L.P. and CB Richard Ellis Strategic Partners Asia II-A, L.P., Cayman Islands exempted limited partnerships, as of December 31, 2008 and 2007 and the related combined statements of operations, partners’ capital and cash flows for the year ended December 31, 2008 and the period from July 9, 2007 (inception) through December 31, 2007, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG, independent auditors, for 2008, and KPMG LLP, independent auditors, for 2007, incorporated by reference herein and upon the authority of said firms as experts in accounting and auditing.
Incorporation of Certain Information by Reference
This Supplement No. 7 to our prospectus dated April 28, 2010 “incorporates by reference” certain information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. The following documents filed with the SEC are incorporated by reference into this Supplement No. 7:
| ¡ | | Our Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 31, 2010; |
| ¡ | | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 14, 2010; |
| ¡ | | Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 13, 2010; |
| ¡ | | Our Current Report on Form 8-K, filed on April 19, 2010; |
| ¡ | | Our Proxy Statement on Schedule 14A for our 2010 Annual Meeting of Shareholders, filed on April 20, 2010; |
| ¡ | | Our Current Report on Form 8-K, filed June 11, 2010; and |
| ¡ | | Our Current Report on Form 8-K, filed on June 16, 2010. |
20
You can obtain any of the documents incorporated by reference in this Supplement No. 7 from us, or from the SEC through the SEC’s website at the addresswww.sec.gov. We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents. You should direct any written requests for documents to CB Richard Ellis Realty Trust, 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542, or call (609) 683-4900. Such documents may also be accessed on our website atwww.cbrerealtytrust.com. The information found on, or otherwise accessible through, our website is not incorporated information and does not form a part of this prospectus or any other report or document we file or furnish with the SEC.
21
Pro Forma Financial Information
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
CB RICHARD ELLIS REALTY TRUST
Pro Forma Condensed Consolidated Financial Statements
(unaudited)
The following unaudited pro forma condensed consolidated statements of operations of CB Richard Ellis Realty Trust (the “Company”) including its consolidated subsidiaries, for the six months ended June 30, 2010 and for the year ended December 31, 2009 is based on the historical consolidated statements of operations of CB Richard Ellis Realty Trust and gives effect to the acquisitions of the following single tenant leased properties as if they were acquired on January 1, 2009, (i) the 13201 Wilfred Lane property (“13201 Wilfred Lane”) which was acquired on June 30, 2009, (ii) the 3011, 3055, 3077 Comcast Place property (“Comcast”) which was acquired on July 1, 2009, (iii) the 12650 Ingenuity Dr. property (“Ingenuity”) which was acquired on August 5, 2009, (iv) the Northpoint III property (“Duke NP III”) which was acquired on October 15, 2009, (v) the West Point Trade Center property (“West Point”) which was acquired on December 30, 2009, (vi) the Miramar I property acquired on December 31, 2009 and subsequently contributed to the Duke joint venture on March 31, 2010, (vii) the Miramar II property acquired on December 31, 2009 and subsequently contributed to the Duke joint venture on March 31, 2010, (viii) the 3900 North Paramount Parkway, 3900 South Paramount Parkway and 1400 Perimeter Park Drive properties (collectively the “Duke North Carolina Portfolio”), a Duke joint venture interest which was acquired on March 31, 2010 (ix) the 5160 Hacienda Drive property which was acquired on April 8, 2010, (x) the 10450 Pacific Court Center property which was acquired on May 7, 2010, (xi) the Amber Park and Brackmills properties, UK JV interests which were acquired on June 10, 2010, (xii) the Düren and Shönberg properties, European JV interests which were acquired on June 10, 2010, (xiii) the 225 Summit Avenue property which was acquired on June 21, 2010, and (xiv) the One Wayside Road property which was acquired on June 24, 2010.
The unaudited pro forma condensed consolidated statements of operations do not purport to represent our results of operations that would actually have occurred assuming the acquisitions of the 13201 Wilfred Lane, Comcast, Ingenuity, Duke NP III, West Point, Miramar I, Miramar II, Duke North Carolina Portfolio, 5160 Hacienda Drive, 10450 Pacific Court Center, UK JV, European JV, 225 Summit Avenue and One Wayside Road properties had occurred on January 1, 2009 and for Miramar I and Miramar II had been contributed to the Duke joint venture on January 1, 2010, nor do they purport to project our results of operations as of any future date or for any future period.
Our unaudited pro-forma financial information is not necessarily indicative of what our results of operations would have been for the periods indicated, nor does it purport to represent our future results of operations. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2010 has not been included in the presentation of these unaudited pro forma financial statements due to the fact that all properties acquired and investments in unconsolidated joint venture investments are already reflected in the June 30, 2010 consolidated balance sheet included in our Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2010.
F-2
CB RICHARD ELLIS REALTY TRUST
Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2010 (unaudited)
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CB Richard Ellis Realty Trust Historical | | | Duke NC Portfolio Pro Forma Adjustments | | | 5160 Hacienda Dr. Pro Forma Adjustments | | | 10450 Pacific Ctr. Court Pro Forma Adjustments | | | UK JV Pro Forma Adjustments | | | European JV Pro Forma Adjustments | | | 225 Summit Ave. Pro Forma Adjustments | | | One Wayside Dr. Pro Forma Adjustments | | | Consolidated Company Pro Forma | |
| | A | | | B | | | C | | | D | | | E | | | E | | | G | | | H | | | | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 29,636 | | | $ | — | | | $ | 942 | | | $ | 951 | | | $ | — | | | $ | — | | | $ | 2,054 | | | $ | 2,680 | | | $ | 36,263 | |
Tenant Reimbursements | | | 5,735 | | | | — | | | | 144 | | | | 136 | | | | — | | | | — | | | | 49 | | | | 211 | | | | 6,275 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenues | | | 35,371 | | | | — | | | | 1,086 | | | | 1,087 | | | | — | | | | — | | | | 2,103 | | | | 2,891 | | | | 42,538 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 2,986 | | | | — | | | | 22 | | | | 22 | | | | — | | | | — | | | | 103 | | | | 91 | | | | 3,224 | |
Property Taxes | | | 5,172 | | | | — | | | | 123 | | | | 126 | | | | — | | | | — | | | | 208 | | | | 250 | | | | 5,879 | |
Interest | | | 6,333 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 838 | | | | 7,171 | |
General and Administrative | | | 2,678 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,678 | |
Property Management Fee to Related Party | | | 340 | | | | — | | | | 18 | | | | — | | | | — | | | | — | | | | 99 | | | | 132 | | | | 589 | |
Investment Management Fee to Related Party | | | 5,118 | | | | 69 | | | | 94 | | | | 97 | | | | 103 | | | | 104 | | | | 180 | | | | 250 | | | | 6,015 | |
Acquisition Expenses | | | 5,219 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,219 | |
Depreciation and Amortization | | | 13,960 | | | | — | | | | 132 | | | | 237 | | | | — | | | | — | | | | 763 | | | | 1,113 | | | | 16,205 | |
Loss on Impairment | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 41,806 | | | | 69 | | | | 389 | | | | 482 | | | | 103 | | | | 104 | | | | 1,353 | | | | 2,674 | | | | 46,980 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
INTEREST AND OTHER INCOME | | | 689 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 689 | |
Net Settlement Payments on Interest Rate Swaps | | | (444 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (444 | ) |
Loss on Interest Rate Swaps | | | (503 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (503 | ) |
Loss on Note Payable at Fair Value | | | (78 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (78 | ) |
Loss on Early Extinguishment of Debt | | | (73 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (73 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | (409 | ) | | | — | | | | — | | | | — | | | | — | | | | ��� | | | | — | | | | — | | | | (409 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Provision for Income Taxes and Equity in (Loss) Income of Unconsolidated Entities | | | (6,844 | ) | | | (69 | ) | | | 697 | | | | 605 | | | | (103 | ) | | | (104 | ) | | | 750 | | | | 217 | | | | (4,851 | ) |
PROVISION FOR INCOME TAXES | | | (85 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (85 | ) |
EQUITY IN INCOME OF UNCONSOLIDATED ENTITIES | | | 2,846 | | | | 524 | | | | — | | | | — | | | | 648 | | | | 141 | | | | — | | | | — | | | | 4,159 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET (LOSS) INCOME | | | (4,083 | ) | | | 455 | | | | 697 | | | | 605 | | | | 545 | | | | 37 | | | | 750 | | | | 217 | | | | (777 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units | | | 7 | | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | (0 | ) | | | (1 | ) | | | (1 | ) | | | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss (Income) Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (4,076 | ) | | $ | 454 | | | $ | 696 | | | $ | 604 | | | $ | 544 | | | $ | 37 | | | $ | 749 | | | $ | 216 | | | $ | (776 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss per Share | | $ | (0.03 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.01 | ) |
Weighted Average Common Shares Outstanding – Basic and Diluted | | | 120,399,165 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,399,165 | |
See accompanying notes to the pro forma condensed consolidated financial statements.
F-3
CB RICHARD ELLIS REALTY TRUST
Pro Forma Condensed Consolidated Statements of Operations
For the Period Ended December 31, 2009 (unaudited)
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CB Richard Ellis Realty Trust Historical | | | 13201 Wilfred Lane Pro Forma Adjustments | | | Comcast Pro Forma Adjustments | | | Ingenuity Pro Forma Adjustments | | | Duke-NPIII Pro Forma Adjustments | | | West Point Pro Forma Adjustments | | | Miramar I Pro Forma Adjustments | | | Miramar II Pro Forma Adjustments | |
| | I | | | J | | | K | | | L | | | M | | | N | | | O | | | P | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 47,023 | | | $ | 828 | | | $ | 1,750 | | | $ | 1,351 | | | $ | — | | | $ | 2,927 | | | $ | — | | | $ | — | |
Tenant Reimbursements | | | 9,301 | | | | 280 | | | | 477 | | | | 265 | | | | — | | | | 135 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenues | | | 56,324 | | | | 1,108 | | | | 2,227 | | | | 1,616 | | | | — | | | | 3,062 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 4,974 | | | | 19 | | | | 376 | | | | 37 | | | | — | | | | 142 | | | | — | | | | — | |
Property Taxes | | | 7,624 | | | | 260 | | | | 288 | | | | 218 | | | | — | | | | 90 | | | | — | | | | — | |
Interest | | | 11,378 | | | | — | | | | — | | | | 539 | | | | — | | | | — | | | | — | | | | — | |
General and Administrative | | | 4,246 | | | | — | | | | 12 | | | | 15 | | | | — | | | | 16 | | | | — | | | | — | |
Property Management Fee to Related Party | | | 656 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Investment Management Fee to Related Party | | | 7,803 | | | | 71 | | | | 192 | | | | 114 | | | | 115 | | | | 168 | | | | 146 | | | | 205 | |
Acquisition Expenses | | | 5,832 | | | | — | | | | — | | | | — | | | | — | | | | 522 | | | | — | | | | — | |
Depreciation and Amortization | | | 25,093 | | | | 284 | | | | 638 | | | | 469 | | | | — | | | | 953 | | | | — | | | | — | |
Loss on Impairment | | | 9,160 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 76,766 | | | | 634 | | | | 1,506 | | | | 1,392 | | | | 115 | | | | 1,891 | | | | 146 | | | | 205 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 344 | | | | — | | | | — | | | | 5 | | | | — | | | | — | | | | — | | | | — | |
Net Settlement Payments on Interest Rate Swaps | | | (660 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Gain on Interest Rate Swaps and Cap | | | 89 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Loss on Note Payable at Fair Value | | | (807 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Loss on Transfer of Real Estate Held for Sale to Continuing Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | (1,034 | ) | | | — | | | | — | | | | 5 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Non-Controlling Interest, Provision for Income Taxes and Equity in Income of Unconsolidated Entities | | | (21,476 | ) | | | 474 | | | | 721 | | | | 229 | | | | (115 | ) | | | 1,171 | | | | (146 | ) | | | (205 | ) |
PROVISION FOR INCOME TAXES | | | (169 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
EQUITY IN INCOME OF UNCONSOLIDATED ENTITIES | | | 2,743 | | | | — | | | | — | | | | — | | | | 810 | | | | — | | | | 1,034 | | | | 1,126 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET (LOSS) INCOME | | | (18,902 | ) | | | 474 | | | | 721 | | | | 229 | | | | 695 | | | | 1,171 | | | | 888 | | | | 921 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units | | | 54 | | | | (1 | ) | | | (2 | ) | | | (1 | ) | | | (2 | ) | | | (3 | ) | | | (3 | ) | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (18,848 | ) | | $ | 473 | | | $ | 719 | | | $ | 228 | | | $ | 693 | | | $ | 1,168 | | | $ | 885 | | | $ | 918 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss per Share | | $ | (0.23 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Common Shares Outstanding – Basic and Diluted | | | 81,367,593 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to the pro forma condensed consolidated financial statements.
F-4
CB RICHARD ELLIS REALTY TRUST
Pro Forma Condensed Consolidated Statements of Operations
For the Period Ended December 31, 2009 (unaudited)—(Continued)
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Duke NC Portfolio Pro Forma Adjustments | | | 5160 Hacienda Dr. Pro Forma Adjustments | | | 10450 Pacific Ctr. Court Pro Forma Adjustments | | | UK JV Pro Forma Adjustments | | | European JV Pro Forma Adjustments | | | 225 Summit Ave. Pro Forma Adjustments | | | One Wayside Dr. Pro Forma Adjustments | | | Consolidated Company Pro Forma | |
| | Q | | | R | | | S | | | T | | | U | | | V | | | W | | | | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | — | | | $ | 3,545 | | | $ | 2,754 | | | $ | — | | | $ | — | | | $ | 4,370 | | | $ | 5,730 | | | $ | 70,278 | |
Tenant Reimbursements | | | — | | | | 541 | | | | 394 | | | | — | | | | — | | | | 106 | | | | 451 | | | | 11,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenues | | | — | | | | 4,086 | | | | 3,148 | | | | — | | | | — | | | | 4,476 | | | | 6,181 | | | | 82,228 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | — | | | | 81 | | | | 63 | | | | — | | | | — | | | | 221 | | | | 195 | | | | 6,108 | |
Property Taxes | | | — | | | | 463 | | | | 364 | | | | — | | | | — | | | | 444 | | | | 534 | | | | 10,285 | |
Interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,788 | | | | 13,705 | |
General and Administrative | | | — | | | | — | | | | — | | | | 176 | | | | 114 | | | | — | | | | — | | | | 4,579 | |
Property Management Fee to Related Party | | | — | | | | 21 | | | | — | | | | — | | | | — | | | | 212 | | | | 283 | | | | 1,172 | |
Investment Management Fee to Related Party | | | 275 | | | | 355 | | | | 282 | | | | 235 | | | | 237 | | | | 384 | | | | 534 | | | | 11,116 | |
Acquisition Expenses | | | 529 | | | | 701 | | | | 650 | | | | 584 | | | | 609 | | | | 1,184 | | | | 1,032 | | | | 11,643 | |
Depreciation and Amortization | | | — | | | | 498 | | | | 687 | | | | — | | | | — | | | | 1,455 | | | | 2,095 | | | | 32,172 | |
Loss on Impairment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,160 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 804 | | | | 2,119 | | | | 2,046 | | | | 995 | | | | 960 | | | | 3,900 | | | | 6,461 | | | | 99,940 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and Other Income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 349 | |
Net Settlement Payments on Interest Rate Swaps | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (660 | ) |
Gain on Interest Rate Swaps and Cap | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 89 | |
Loss on Note Payable at Fair Value | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (807 | ) |
Loss on Transfer of Real Estate Held for Sale to Continuing Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,029 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Non-Controlling Interest, Provision for Income Taxes and Equity in Income of Unconsolidated Entities | | | (804 | ) | | | 1,967 | | | | 1,102 | | | | (995 | ) | | | (960 | ) | | | 576 | | | | (280 | ) | | | (18,741 | ) |
PROVISION FOR INCOME TAXES | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (169 | ) |
EQUITY IN INCOME OF UNCONSOLIDATED ENTITIES | | | 2,094 | | | | — | | | | — | | | | 1,317 | | | | 884 | | | | — | | | | — | | | | 10,008 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET (LOSS) INCOME | | | 1,290 | | | | 1,967 | | | | 1,102 | | | | 322 | | | | (76 | ) | | | 576 | | | | (280 | ) | | | (8,902 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units | | | (7 | ) | | | (6 | ) | | | (3 | ) | | | (1 | ) | | | 0 | | | | (2 | ) | | | 0 | | | | 20 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | 1,283 | | | $ | 1,961 | | | $ | 1,099 | | | $ | 321 | | | $ | (76 | ) | | $ | 574 | | | $ | (280 | ) | | $ | (8,882 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.11 | ) |
Weighted Average Common Shares Outstanding – Basic and Diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 81,367,593 | |
See accompanying notes to the pro forma condensed consolidated financial statements.
F-5
CB RICHARD ELLIS REALTY TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Adjustments to Pro Forma Condensed Consolidated Statements of Operations
(A) Reflects the historical condensed consolidated statement of operations for the six months ended June 30, 2010.
(B) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the Duke North Carolina Portfolio as if the properties were acquired on January 1, 2009. The properties were acquired by the Duke joint venture on March 31, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense and an increase in the investment management fee through March 30, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Duke North Carolina Portfolio.
(C) Reflects the pro forma adjustment for 5160 Hacienda Drive in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 5160 Hacienda Drive on April 8, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through April 7, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 5160 Hacienda Drive property.
(D) Reflects the pro forma adjustment for 10450 Pacific Center Court in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 10450 Pacific Center Court on May 7, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through May 6, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 10450 Pacific Center Court property.
(E) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the UK JV as if the properties were acquired on January 1, 2009. The properties were acquired by the UK JV on June 10, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense and an increase in the investment management fee through June 9, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the UK JV.
(F) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the European JV as if the properties were acquired on January 1, 2009. The properties were acquired by the European JV on June 10, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense and an increase in the investment management fee through June 9, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the European JV.
(G) Reflects the pro forma adjustment for 225 Summit Avenue in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 225 Summit Avenue on June 21, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through June 20, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 225 Summit Avenue property.
F-6
CB RICHARD ELLIS REALTY TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)
(H) Reflects the pro forma adjustment for One Wayside Road in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired One Wayside Road on June 24, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through June 23, 2010 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the One Wayside Road property
Adjustments to Pro Forma Condensed Consolidated Statements of Operations
The adjustments to the pro forma condensed consolidated statement of operations of the Company for the year ended December 31, 2009 are as follows:
(I) Reflects the historical condensed consolidated statement of operations for the year ended December 31, 2009.
(J) Reflects the pro forma adjustment for 13201 Wilfred Lane in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 13201 Wilfred Lane on June 29, 2009. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through June 28, 2009 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 13201 Wilfred Lane property.
(K) Reflects the pro forma adjustment for Comcast in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired Comcast on July 1, 2009. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through June 30, 2009 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Comcast property.
(L) Reflects the pro forma adjustment for Ingenuity in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired Ingenuity on August 5, 2009. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through August 4, 2009 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Ingenuity property.
(M) Reflects the pro forma adjustment of equity in income of unconsolidated interest in Duke NP III as if the property was acquired on January 1, 2009. The property was contributed to the joint venture on October 15, 2009. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through October 14, 2009 (the date prior to contribution into the joint venture).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Duke NP III property.
(N) Reflects the pro forma adjustment for West Point in order to present the operations as if the property was acquired on January 9, 2009. The Company acquired West Point on December 30, 2009. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 29, 2009 (date prior to acquisition).
F-7
CB RICHARD ELLIS REALTY TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the West Point property.
(O) Reflects the pro forma adjustment for Miramar I in order to present the operations as if the property was acquired and contributed to the Duke joint venture on January 1, 2009. The Company acquired Miramar I on December 31, 2009 and contributed the property to the Duke joint venture on March 31, 2010. The pro forma adjustments included in equity in income of unconsolidated entities include the recognition of revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 30, 2009 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Miramar I property.
(P) Reflects the pro forma adjustment for Miramar II in order to present the operations as if the property was acquired and contributed to the Duke joint venture on January 1, 2009. The Company acquired Miramar II on December 31, 2009 and contributed the property to the Duke joint venture on March 31, 2010. The pro forma adjustments included in equity in income of unconsolidated entities include the recognition of revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 30, 2009 (date prior to acquisition).
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Miramar II property.
(Q) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the Duke North Carolina Portfolio as if the properties were acquired on January 1, 2009. The properties were contributed to the Duke joint venture on March 31, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the Duke North Carolina Portfolio.
(R) Reflects the pro forma adjustment for 5160 Hacienda Drive in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 5160 Hacienda Drive on April 8, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee for the year ended December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 5160 Hacienda Drive property.
(S) Reflects the pro forma adjustment for 10450 Pacific Center Court in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 10450 Pacific Center Court on April 8, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee for the year ended December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 10450 Pacific Center Court property
(T) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the UK JV as if the properties were acquired on January 1, 2009. The properties were contributed to the UK JV on June 10, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense plus acquisition expenses and an increase in the investment management fee through December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the UK JV.
F-8
CB RICHARD ELLIS REALTY TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(unaudited)
(U) Reflects the pro forma adjustment of equity in income of unconsolidated interest in the European JV as if the properties were acquired on January 1, 2009. The properties were contributed to the European JV on June 10, 2010. The pro forma adjustments included in equity in income of unconsolidated entities is presented to include revenues, direct operating expenses, depreciation and amortization expense plus acquisition expenses and an increase in the investment management fee through December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the European JV.
(V) Reflects the pro forma adjustment for 225 Summit Avenue in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired 225 Summit Avenue on June 21, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee for the year ended December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the 225 Summit Avenue property
(W) Reflects the pro forma adjustment for One Wayside Drive in order to present the operations as if the property was acquired on January 1, 2009. The Company acquired One Wayside Drive Court on June 24, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense, acquisition expenses and an increase in the investment management fee for the year ended December 31, 2009.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of the One Wayside Drive property
F-9