Filed Pursuant to Rule 424(b)(3)
Registration No. 333-152653
CB RICHARD ELLIS REALTY TRUST
Supplement No. 7 dated September 1, 2011
to the Prospectus dated May 2, 2011
This Supplement No. 7 supersedes and replaces the following prior supplements to our prospectus dated May 2, 2011: Supplement No. 1 dated May 19, 2011, Supplement No. 2 dated June 9, 2011, Supplement No. 3 dated July 6, 2011, Supplement No. 4 dated July 15, 2011, Supplement No. 5 dated July 19, 2011 and Supplement No. 6 dated August 16, 2011. 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, 2011, we have accepted subscriptions from 33,339 investors and issued 128,587,241 common shares pursuant to this public offering, which includes 6,979,802 common shares issued pursuant to our dividend reinvestment plan, and received gross offering proceeds of approximately $1,282,382,506. As of June 30, 2011, approximately $1,717,617,494 in common shares were available to be offered and sold in this public offering. As of August 18, 2011, 200,435,196 common shares were issued and outstanding. Our board of trustees has confirmed that our current primary offering will close on January 30, 2012. The special committee of our board of trustees continues to explore and review strategic alternatives and liquidity events in accordance with our investment objectives. However, there can be no assurance that the exploration of strategic alternatives will result in any particular outcome. We expect to offer common shares through our DRIP beyond January 30, 2012. We may amend or terminate the DRIP offering at any time.
Fees Paid in Connection with Our Offerings
For the six months ended June 30, 2011 and the year ended December 31, 2010, our Dealer Manager earned the following fees:
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| | Six Months Ended June 30, 2011 | | Year Ended December 31, 2010 | |
| | Earned(1) | | Payable(2) | | Earned(1) | | | Payable(2) | |
Selling commissions | | $17,465,000 | | $712,000 | | $ | 29,388,000 | | | $ | 347,000 | |
Dealer manager fees | | $ 5,027,000 | | $204,000 | | $ | 13,179,000 | | | $ | 99,000 | |
Marketing support fees | | $ 2,497,000 | | $102,000 | | $ | 4,523,000 | | | $ | 50,000 | |
(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, 2011 and the year ended December 31, 2010, our Dealer Manager and our Investment Advisor and/or its affiliates earned the following other offering costs:
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2011 | | | Year Ended December 31, 2010 | |
| | Earned(1) | | | Payable(2) | | | Earned(3) | | | Payable(4) | |
Other Offering Costs | | $ | 1,279,000 | | | $ | 721,000 | | | $ | 4,633,000 | | | $ | 422,000 | |
(1) | Included in the other offering costs earned is $1,078,000 and $201,000 for the Dealer Manager and the Investment Advisor, respectively. |
(2) | Included in the payable amount is $721,000 due to the Dealer Manager as of the balance sheet date specified. |
(3) | Included in the other offering costs earned is $4,412,000 and $221,000 for the Dealer Manager and the Investment Advisor, respectively. |
(4) | Included in the payable amount is $407,000 and $15,000 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, 2011 and the year ended December 31, 2010, our Investment Advisor and/or its affiliates earned the following fees:
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2011 | | | Year Ended December 31, 2010 | |
| | Earned(1) | | | Payable(2) | | | Earned(1) | | | Payable(2) | |
Acquisition fees and expenses(3) | | $ | 10,000,000 | | | $ | — | | | $ | 13,056,000 | | | $ | — | |
Investment management fees(4) | | $ | 9,570,000 | | | $ | 1,692,000 | | | $ | 11,611,000 | | | $ | 1,330,000 | |
Property management fees | | $ | 585,000 | | | $ | 191,000 | | | $ | 955,000 | | | $ | 191,000 | |
(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 $1,753,000 and $2,216,000 by the Investment Advisor for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. |
(4) | The Investment Advisor did not waive any investment management fees for the six months ended June 30, 2011 or the year ended December 31, 2010.In connection with services provided to the Investment Advisor, the Sub-Advisor, pursuant to a sub-advisory agreement, was paid $1,321,000 and $1,604,000 by the Investment Advisor for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. |
The Investment Advisor earned a construction supervision fee of $212,000 for the three and six months ended June 30, 2011. There were no construction supervision fees earned in 2010.
CBRE Capital Markets, an affiliate of the Investment Advisor, received $751,000 and $1,217,000 in mortgage banking fees for the six months ended June 30, 2011 and for the year ended December 31, 2010, respectively. Leasing and brokerage fees aggregating $1,035,000 and $895,000 were paid to the Investment Advisor or its affiliates for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. Construction management fees of $19,000 and $20,700 were paid to affiliates of the Investment Advisor for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively.
Our share of investment management and acquisition fees paid to CB Richard Ellis Investors SP Asia II, LLC in connection with our investment in CBRE Strategic Partners Asia were approximately $137,000 and $0, respectively, for the six months ended June 30, 2011. Through June 30, 2011, we had paid no fees to our Investment Advisor relating to this investment.
Real Estate Investments
This section contains certain information that supplements and updates the information under the section “Real Estate Investments,” which begins on page 57 of our prospectus.
Properties
As of June 30, 2011, we owned, on a consolidated basis, 75 office, retail, and industrial (primarily warehouse/distribution) properties located in 15 states (Arizona, California, Florida, Georgia, Illinois, Kentucky, Massachusetts, Minnesota, New Jersey, North Carolina, Ohio, South Carolina, Texas, Utah and Virginia) and in the United Kingdom, encompassing approximately 14,614,000 rentable square feet, in the aggregate. Our consolidated properties were approximately 90.77% leased (based upon square feet) as of June 30, 2011. As of June 30, 2011, 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, 2011, 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, 2011, owned interests in 51 properties. Excluding those properties owned through our investment in CBRE Strategic Partners Asia, we owned, on an unconsolidated basis, 43 industrial, office and retail properties located in 10 states (Arizona, Florida, Illinois, Indiana, Minnesota, Missouri, North Carolina, Ohio, Tennessee and Texas) and in the United Kingdom and Europe encompassing approximately 2,356,000 rentable square feet. Our unconsolidated properties were approximately 98.11% leased (based upon square feet) as of June 30, 2011. As of June 30, 2011, 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, 2011, which is incorporated herein by reference.
As of June 30, 2011, our portfolio was 94.13% leased. The total effective annual rents for our industrial properties, office properties and retail properties were approximately $61,550,000, $139,129,000 and $8,493,000, as of June 30, 2011, respectively (net of any rent concessions). The average effective annual rent per square foot for our industrial properties, office properties and retail properties was approximately $3.68, $19.19 and $17.82 as of June 30, 2011, respectively (net of any rent concessions).
The following table provides information relating to our properties, excluding those owned through our investment in CBRE Strategic Partners Asia, as of June 30, 2011. These properties consisted of 62 industrial properties, encompassing 18,511,000 rentable square feet, 53 office properties, encompassing 7,963,000 rentable square feet and 3 retail properties, encompassing 496,000 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 | | | | 100.00 | % | | | 21,834 | |
505 Century(3) Dallas, TX | | | 1/9/2006 | | | | 1997 | | | Warehouse/ Distribution | | | 100.00 | % | | | 100 | | | | 100.00 | % | | | 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 | | | | 53.18 | % | | | 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 | | | | 34.79 | % | | | 2,690 | |
Community Cash Complex 2(3) Spartanburg, SC | | | 8/30/2007 | | | | 1978 | | | Warehouse/ Distribution | | | 100.00 | % | | | 145 | | | | 83.50 | % | | | 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 | | | | 100.00 | % | | | 824 | |
Fairforest Building 1(3) Spartanburg, SC | | | 8/30/2007 | | | | 2000 | | | Warehouse/ Distribution | | | 100.00 | % | | | 51 | | | | 100.00 | % | | | 2,974 | |
Fairforest Building 2(3) Spartanburg, SC | | | 8/30/2007 | | | | 1999 | | | Warehouse/ Distribution | | | 100.00 | % | | | 104 | | | | 100.00 | % | | | 5,379 | |
Fairforest Building 3(3) Spartanburg, SC | | | 8/30/2007 | | | | 2000 | | | Warehouse/ Distribution | | | 100.00 | % | | | 100 | | | | 100.00 | % | | | 5,760 | |
Fairforest Building 4(3) Spartanburg, SC | | | 8/30/2007 | | | | 2001 | | | Warehouse/ Distribution | | | 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 | | | Warehouse/ Distribution | | | 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 | |
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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) | |
Greenville/Spartanburg Industrial Park(3) Spartanburg, SC | | | 8/30/2007 | | | | 1990 | | | Warehouse/ Distribution | | | 100.00 | % | | | 67 | | | | 100.00 | % | | | 3,388 | |
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 | | | Warehouse/ Distribution | | | 100.00 | % | | | 70 | | | | 100.00 | % | | | 4,216 | |
Jedburg Commerce Park(3) Charleston, SC | | | 8/30/2007 | | | | 2007 | | | Warehouse/ Distribution | | | 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 | % | | | 301 | | | | 100.00 | % | | | 11,311 | |
Mount Holly Building Charleston, SC | | | 8/30/2007 | | | | 2003 | | | Warehouse/ Distribution | | | 100.00 | % | | | 101 | | | | 100.00 | % | | | 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 | | | | 100.00 | % | | | 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 | | | | 42.86 | % | | | 3,760 | |
Lakeside Office Center Dallas, TX | | | 3/5/2008 | | | | 2006 | | | Office | | | 100.00 | % | | | 99 | | | | 95.35 | % | | | 17,994 | |
Kings Mountain III Charlotte, NC | | | 3/14/2008 | | | | 2007 | | | Warehouse/ Distribution | | | 100.00 | % | | | 542 | | | | 100.00 | % | | | 25,728 | |
Enclave on the Lake(3) 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 Lane Minneapolis, MN | | | 6/29/2009 | | | | 1999 | | | Warehouse/ Distribution | | | 100.00 | % | | | 335 | | | | 100.00 | % | | | 15,340 | |
3011, 3055 & 3077 Comcast Place East Bay, CA | | | 7/1/2009 | | | | 1988 | | | Office | | | 100.00 | % | | | 220 | | | | 100.00 | % | | | 49,000 | |
140 Depot Street Boston, MA | | | 7/31/2009 | | | | 2009 | | | 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 I 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 East Bay, CA | | | 4/8/2010 | | | | 1988 | | | Office | | | 100.00 | % | | | 202 | | | | 100.00 | % | | | 38,500 | |
10450 Pacific Center Court San Diego, CA | | | 5/7/2010 | | | | 1985 | | | Office | | | 100.00 | % | | | 134 | | | | 100.00 | % | | | 32,750 | |
225 Summit Ave Northern NJ | | | 6/21/2010 | | | | 1966 | | | Office | | | 100.00 | % | | | 143 | | | | 100.00 | % | | | 40,600 | |
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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) | |
One Wayside Road Boston, MA | | | 6/24/2010 | | | | 1998 | | | Office | | | 100.00 | % | | | 200 | | | | 100.00 | % | | | 55,525 | |
100 Tice Blvd. Northern NJ | | | 9/28/2010 | | | | 2007 | | | Office | | | 100.00 | % | | | 209 | | | | 100.00 | % | | | 67,600 | |
Ten Parkway North Chicago, IL | | | 10/12/2010 | | | | 1999 | | | Office | | | 100.00 | % | | | 100 | | | | 100.00 | % | | | 25,000 | |
4701 Gold Spike Drive Dallas, TX | | | 10/27/2010 | | | | 2002 | | | Warehouse/ Distribution | | | 100.00 | % | | | 420 | | | | 100.00 | % | | | 20,300 | |
1985 International Way Cincinnati, OH | | | 10/27/2010 | | | | 1998 | | | Warehouse/ Distribution | | | 100.00 | % | | | 189 | | | | 100.00 | % | | | 14,800 | |
Rickenbacker II(3)(4) Columbus, OH | | | 10/27/2010 | | | | 1999 | | | Warehouse/ Distribution | | | 100.00 | % | | | 434 | | | | 47.37 | % | | | 8,600 | |
Summit Distribution Center Salt Lake City, UT | | | 10/27/2010 | | | | 2001 | | | Warehouse/ Distribution | | | 100.00 | % | | | 275 | | | | 100.00 | % | | | 13,400 | |
3660 Deerpark Boulevard Jacksonville, FL | | | 10/27/2010 | | | | 2002 | | | Warehouse/ Distribution | | | 100.00 | % | | | 322 | | | | 100.00 | % | | | 15,300 | |
Tolleson Commerce Park II Phoenix, AZ | | | 10/27/2010 | | | | 1999 | | | Warehouse/ Distribution | | | 100.00 | % | | | 217 | | | | 100.00 | % | | | 9,200 | |
Pacific Corporate Park(2) Washington, DC | | | 11/15/2010 | | | | 2002 | | | Office | | | 100.00 | % | | | 696 | | | | 100.00 | % | | | 144,500 | |
100 Kimball Drive Northern NJ | | | 12/10/2010 | | | | 2007 | | | Office | | | 100.00 | % | | | 175 | | | | 100.00 | % | | | 60,250 | |
Rickenbacker III(3)(4) Columbus, OH | | | 12/17/2010 | | | | 2001 | | | Warehouse/ Distribution | | | 100.00 | % | | | 676 | | | | 60.71 | % | | | 13,400 | |
70 Hudson(5) New York City Metro, NJ | | | 4/11/2011 | | | | 2000 | | | Office | | | 100.00 | % | | | 409 | | | | 100.00 | % | | | 155,000 | |
90 Hudson(5) New York City Metro, NJ | | | 4/11/2011 | | | | 2000 | | | Office | | | 100.00 | % | | | 418 | | | | 100.00 | % | | | 155,000 | |
Millers Ferry Road(3)(5) Dallas, TX | | | 6/2/2011 | | | | 2011 | | | Warehouse/ Distribution | | | 100.00 | % | | | 1,020 | | | | 100.00 | % | | | 40,784 | |
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Total Domestic Consolidated Properties | | | | | | | | | | | | | | | | | 14,324 | | | | 90.93 | % | | | 1,528,709 | |
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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 | |
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Total International Consolidated Properties | | | | | | | | | | | | | | | | | 290 | | | | 82.77 | % | | | 129,257 | |
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Total Consolidated Properties | | | | | | | | | | | | | | | | | 14,614 | | | | 90.77 | % | | | 1,657,966 | |
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Domestic Unconsolidated Properties(6): | | | | | | | | | | | | | | | | | | | | | | | | | | |
Buckeye Logistics Center(7) Phoenix, AZ | | | 6/12/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 605 | | | | 100.00 | % | | | 35,573 | |
Afton Ridge Shopping Center(8) Charlotte, NC | | | 9/18/2008 | | | | 2007 | | | Retail | | | 90.00 | % | | | 296 | | | | 96.35 | % | | | 44,530 | |
AllPoints at Anson Bldg. 1(7) Indianapolis, IN | | | 9/30/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 1,037 | | | | 100.00 | % | | | 41,305 | |
12200 President’s Court(7) Jacksonville, FL | | | 9/30/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 772 | | | | 100.00 | % | | | 29,995 | |
201 Sunridge Blvd.(7) Dallas, TX | | | 9/30/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 823 | | | | 100.00 | % | | | 25,690 | |
Aspen Corporate Center 500(7) Nashville, TN | | | 9/30/2008 | | | | 2008 | | | Office | | | 80.00 | % | | | 180 | | | | 100.00 | % | | | 29,936 | |
125 Enterprise Parkway(7) Columbus, OH | | | 12/10/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 1,142 | | | | 100.00 | % | | | 38,088 | |
AllPoints Midwest Bldg. I(7) Indianapolis, IN | | | 12/10/2008 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 1,200 | | | | 100.00 | % | | | 41,428 | |
Celebration Office Center(7) Orlando, FL | | | 5/13/2009 | | | | 2009 | | | Office | | | 80.00 | % | | | 101 | | | | 100.00 | % | | | 13,640 | |
22535 Colonial Pkwy(3)(7) Houston, TX | | | 5/13/2009 | | | | 2009 | | | Office | | | 80.00 | % | | | 90 | | | | 100.00 | % | | | 11,596 | |
Fairfield Distribution Ctr. IX(7) Tampa, FL | | | 5/13/2009 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 136 | | | | 100.00 | % | | | 7,151 | |
5
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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) | |
Northpoint III(7) Orlando, FL | | | 10/15/2009 | | | | 2001 | | | Office | | | 80.00 | % | | | 108 | | | | 100.00 | % | | | 14,592 | |
Goodyear Crossing Ind. Park II(7) Phoenix, AZ | | | 12/07/2009 | | | | 2009 | | | Warehouse/ Distribution | | | 80.00 | % | | | 820 | | | | 100.00 | % | | | 36,516 | |
3900 North Paramount Parkway(7) Raleigh, NC | | | 3/31/2010 | | | | 1999 | | | Office | | | 80.00 | % | | | 101 | | | | 100.00 | % | | | 11,176 | |
3900 South Paramount Parkway(7) Raleigh, NC | | | 3/31/2010 | | | | 1999 | | | Office | | | 80.00 | % | | | 119 | | | | 100.00 | % | | | 13,055 | |
1400 Perimeter Park Drive(7) Raleigh, NC | | | 3/31/2010 | | | | 1991 | | | Office | | | 80.00 | % | | | 45 | | | | 100.00 | % | | | 3,970 | |
Miramar I(7)(9) Fort Lauderdale, FL | | | 3/31/2010 | | | | 2001 | | | Office | | | 80.00 | % | | | 94 | | | | 100.00 | % | | | 13,645 | |
Miramar II(7)(9) Fort Lauderdale, FL | | | 3/31/2010 | | | | 2001 | | | Office | | | 80.00 | % | | | 129 | | | | 100.00 | % | | | 20,899 | |
McAuley Place(3)(7) Cincinnati, OH | | | 12/21/2010 | | | | 2001 | | | Office | | | 80.00 | % | | | 191 | | | | 98.57 | % | | | 28,000 | |
Point West I(3)(7) Dallas, TX | | | 12/21/2010 | | | | 2008 | | | Office | | | 80.00 | % | | | 183 | | | | 100.00 | % | | | 23,600 | |
Sam Houston Crossing I(3)(7) Houston, TX | | | 12/21/2010 | | | | 2007 | | | Office | | | 80.00 | % | | | 160 | | | | 100.00 | % | | | 20,400 | |
Regency Creek(3)(7) Raleigh, NC | | | 12/21/2010 | | | | 2008 | | | Office | | | 80.00 | % | | | 122 | | | | 100.00 | % | | | 18,000 | |
Easton III(3)(7) Columbus, OH | | | 12/21/2010 | | | | 1999 | | | Office | | | 80.00 | % | | | 135 | | | | 100.00 | % | | | 14,400 | |
533 Maryville Centre(3)(7) St. Louis, MD | | | 12/21/2010 | | | | 2000 | | | Office | | | 80.00 | % | | | 125 | | | | 100.00 | % | | | 19,102 | |
555 Maryville Centre(3)(7) St. Louis, MD | | | 12/21/2010 | | | | 1999 | | | Office | | | 80.00 | % | | | 127 | | | | 67.84 | % | | | 15,578 | |
Norman Point I(3)(5)(7) Minneapolis, MN | | | 3/24/2011 | | | | 2000 | | | Office | | | 80.00 | % | | | 213 | | | | 100.00 | % | | | 34,080 | |
Norman Point II(3)(5)(7) Minneapolis, MN | | | 3/24/2011 | | | | 2007 | | | Office | | | 80.00 | % | | | 324 | | | | 100.00 | % | | | 37,520 | |
One Conway Park(3)(5)(7) Chicago, IL | | | 3/24/2011 | | | | 1989 | | | Office | | | 80.00 | % | | | 105 | | | | 71.07 | % | | | 12,320 | |
West Lake at Conway(3)(5)(7) Chicago, IL | | | 3/24/2011 | | | | 2008 | | | Office | | | 80.00 | % | | | 99 | | | | 67.83 | % | | | 14,060 | |
The Landings I(3)(5)(7) Cincinnati, OH | | | 3/24/2011 | | | | 2006 | | | Office | | | 80.00 | % | | | 176 | | | | 100.00 | % | | | 23,728 | |
The Landings II(3)(5)(7) Cincinnati, OH | | | 3/24/2011 | | | | 2007 | | | Office | | | 80.00 | % | | | 175 | | | | 96.06 | % | | | 20,928 | |
One Easton Oval(3)(5)(7) Columbus, OH | | | 3/24/2011 | | | | 1997 | | | Office | | | 80.00 | % | | | 125 | | | | 55.30 | % | | | 9,529 | |
Two Easton Oval(3)(5)(7) Columbus, OH | | | 3/24/2011 | | | | 1995 | | | Office | | | 80.00 | % | | | 129 | | | | 74.57 | % | | | 10,195 | |
Atrium I(3)(5)(7) Columbus, OH | | | 3/24/2011 | | | | 1996 | | | Office | | | 80.00 | % | | | 315 | | | | 100.00 | % | | | 36,200 | |
Weston Pointe I(3)(5)(7) Ft Lauderdale, FL | | | 3/24/2011 | | | | 1999 | | | Office | | | 80.00 | % | | | 98 | | | | 82.08 | % | | | 15,507 | |
Weston Pointe II(3)(5)(7) Ft Lauderdale, FL | | | 3/24/2011 | | | | 2000 | | | Office | | | 80.00 | % | | | 97 | | | | 96.29 | % | | | 18,701 | |
Weston Pointe III(3)(5)(7) Ft Lauderdale, FL | | | 3/24/2011 | | | | 2003 | | | Office | | | 80.00 | % | | | 97 | | | | 100.00 | % | | | 18,867 | |
Weston Pointe IV(3)(5)(7) Ft Lauderdale, FL | | | 3/24/2011 | | | | 2006 | | | Office | | | 80.00 | % | | | 96 | | | | 100.00 | % | | | 22,605 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Domestic Unconsolidated Properties | | | | | | | | | | | | | | | | | 10,890 | | | | 97.86 | % | | | 846,105 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
International Unconsolidated Properties | | | | | | | | | | | | | | | | | | | | | | | |
Amber Park(3)(10) Nottingham, UK | | | 6/10/2010 | | | | 1997 | | | Warehouse/ Distribution | | | 80.00 | % | | | 208 | | | | 100.00 | % | | | 12,514 | |
Brackmills(3)(10) Northampton, UK | | | 6/10/2010 | | | | 1984 | | | Warehouse/ Distribution | | | 80.00 | % | | | 187 | | | | 100.00 | % | | | 13,407 | |
Düren(3)(11) Rhine-Ruhr, Germany | | | 6/10/2010 | | | | 2008 | | | Warehouse/ Distribution | | | 80.00 | % | | | 392 | | | | 100.00 | % | | | 13,148 | |
Schönberg(3)(11) Hamburg, Germany | | | 6/10/2010 | | | | 2009 | | | Warehouse/ Distribution | | | 80.00 | % | | | 454 | | | | 100.00 | % | | | 13,819 | |
Langenbach(3)(11) Munich, Germany | | | 10/28/2010 | | | | 2010 | | | Warehouse/ Distribution | | | 80.00 | % | | | 225 | | | | 100.00 | % | | | 18,573 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total International Unconsolidated Properties | | | | | | | | | | | | | | | | | 1,466 | | | | 100.00 | % | | | 71,461 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Unconsolidated Properties(6) | | | | | | | | | | | | | | | | | 12,356 | | | | 98.11 | % | | | 917,566 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Properties(6) | | | | | | | | | | | | | | | | | 26,970 | | | | 94.13 | % | | $ | 2,575,532 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
6
(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 was not encumbered by mortgage debt as of June 30, 2011. |
(4) | Real estate held for sale as of June 30, 2011. |
(5) | The estimated acquisition cap rates for 70 & 90 Hudson (in the aggregate), Millers Ferry Road, Norman Point I, Norman Point II, One Conway Park, West Lake at Conway, The Landings, The Landings II, One Easton Oval, Two Easton Oval, Atrium I, Weston Pointe I, Weston Pointe II, Weston Pointe III and Weston Pointe IV were 7.9%, 7.8%, 8.4%, 7.7%, 7.7%, 7.6%, 8.0%, 8.1%, 4.2%, 7.2%, 8.2%, 8.5%, 9.9%, 8.0% and 10.1%, 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. Property and related expenses (operating maintenance, management fees and real estate taxes) are estimated on an annualized basis at the time we acquire the property and are based on management’s review of the prior operator’s historical costs and existing market conditions at the time of acquisition. The acquisition cap rate is meant as a measure of in-place annualized net operating income yield at the time we acquire the property, and is not meant to be either an indication of historical, or a projection of anticipated future, net operating income yield for the acquisition. |
(6) | Does not include CBRE Strategic Partners Asia properties. |
(7) | This property is held through the Duke joint venture. |
(8) | This property is held through the Afton Ridge joint venture. |
(9) | Consolidated properties acquired on December 31, 2009 and contributed to the Duke joint venture during March 2010. |
(10) | This property is held through the UK JV. |
(11) | This property is held through the European JV. |
Property Type Concentration
Our property type concentrations as of June 30, 2011 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 | | | 24 | | | | 3,904 | | | $ | 1,077,458 | | | | 29 | | | | 4,059 | | | $ | 545,829 | | | | 53 | | | | 7,963 | | | $ | 1,623,287 | |
Warehouse/Distribution | | | 49 | | | | 10,510 | | | | 504,670 | | | | 13 | | | | 8,001 | | | | 327,207 | | | | 62 | | | | 18,511 | | | | 831,877 | |
Retail | | | 2 | | | | 200 | | | | 75,838 | | | | 1 | | | | 296 | | | | 44,530 | | | | 3 | | | | 496 | | | | 120,368 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 75 | | | | 14,614 | | | $ | 1,657,966 | | | | 43 | | | | 12,356 | | | $ | 917,566 | | | | 118 | | | | 26,970 | | | $ | 2,575,532 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. |
7
Geographic Concentration
Our geographic concentrations as of June 30, 2011 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 | |
New Jersey | | | 5 | | | | 1,353 | | | $ | 478,450 | | | | — | | | | — | | | $ | — | | | | 5 | | | | 1,353 | | | $ | 478,450 | |
Florida | | | 3 | | | | 1,048 | | | | 69,650 | | | | 10 | | | | 1,728 | | | | 175,602 | | | | 13 | | | | 2,776 | | | | 245,252 | |
Texas | | | 7 | | | | 2,003 | | | | 135,243 | | | | 4 | | | | 1,255 | | | | 81,286 | | | | 11 | | | | 3,258 | | | | 216,529 | |
Ohio | | | 2 | | | | 1,110 | | | | 22,000 | | | | 8 | | | | 2,388 | | | | 181,068 | | | | 10 | | | | 3,498 | | | | 203,068 | |
Virginia | | | 3 | | | | 839 | | | | 186,723 | | | | — | | | | — | | | | — | | | | 3 | | | | 839 | | | | 186,723 | |
South Carolina | | | 28 | | | | 3,614 | | | | 182,946 | | | | — | | | | — | | | | — | | | | 28 | | | | 3,614 | | | | 182,946 | |
North Carolina | | | 5 | | | | 1,360 | | | | 66,337 | | | | 5 | | | | 683 | | | | 90,731 | | | | 10 | | | | 2,043 | | | | 157,068 | |
California | | | 7 | | | | 688 | | | | 146,917 | | | | — | | | | — | | | | — | | | | 7 | | | | 688 | | | | 146,917 | |
Minnesota | | | 2 | | | | 452 | | | | 43,759 | | | | 2 | | | | 537 | | | | 71,600 | | | | 4 | | | | 989 | | | | 115,359 | |
Massachusetts | | | 3 | | | | 769 | | | | 94,280 | | | | — | | | | — | | | | — | | | | 3 | | | | 769 | | | | 94,280 | |
Indiana | | | — | | | | — | | | | — | | | | 2 | | | | 2,237 | | | | 82,733 | | | | 2 | | | | 2,237 | | | | 82,733 | |
Arizona | | | 1 | | | | 217 | | | | 9,200 | | | | 2 | | | | 1,425 | | | | 72,089 | | | | 3 | | | | 1,642 | | | | 81,289 | |
Illinois | | | 2 | | | | 285 | | | | 43,170 | | | | 2 | | | | 205 | | | | 26,380 | | | | 4 | | | | 490 | | | | 69,550 | |
Missouri | | | — | | | | — | | | | — | | | | 2 | | | | 252 | | | | 34,680 | | | | 2 | | | | 252 | | | | 34,680 | |
Tennessee | | | — | | | | — | | | | — | | | | 1 | | | | 180 | | | | 29,936 | | | | 1 | | | | 180 | | | | 29,936 | |
Georgia | | | 1 | | | | 122 | | | | 21,834 | | | | — | | | | — | | | | — | | | | 1 | | | | 122 | | | | 21,834 | |
Kentucky | | | 1 | | | | 189 | | | | 14,800 | | | | — | | | | — | | | | — | | | | 1 | | | | 189 | | | | 14,800 | |
Utah | | | 1 | | | | 275 | | | | 13,400 | | | | — | | | | — | | | | — | | | | 1 | | | | 275 | | | | 13,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Domestic | | | 71 | | | | 14,324 | | | | 1,528,709 | | | | 38 | | | | 10,890 | | | | 846,105 | | | | 109 | | | | 25,214 | | | | 2,374,814 | |
| | | | | | | | | |
International | | | | | | | | | | | | | | | | | | | | | | | | | | | |
United Kingdom | | | 4 | | | | 290 | | | | 129,257 | | | | 2 | | | | 395 | | | | 25,921 | | | | 6 | | | | 685 | | | | 155,178 | |
Germany | | | — | | | | — | | | | — | | | | 3 | | | | 1,071 | | | | 45,540 | | | | 3 | | | | 1,071 | | | | 45,540 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total International | | | 4 | | | | 290 | | | | 129,257 | | | | 5 | | | | 1,466 | | | | 71,461 | | | | 9 | | | | 1,756 | | | | 200,718 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 75 | | | | 14,614 | | | $ | 1,657,966 | | | | 43 | | | | 12,356 | | | $ | 917,566 | | | | 118 | | | | 26,970 | | | $ | 2,575,532 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. |
8
Significant Tenants
The following table details our largest tenants as of June 30, 2011 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Tenant | | Primary Industry | | Consolidated Properties | | | Unconsolidated Properties(1) | | | Consolidated & Unconsolidated Properties(1) | |
| | | Net Rentable Square Feet | | | Annualized Base Rent | | | Net Rentable Square Feet | | | Annualized Base Rent | | | Net Rentable Square Feet | | | Annualized Base Rent | |
1 | | Barclay’s Capital | | Financial Services | | | 409 | | | $ | 12,278 | | | | — | | | $ | — | | | | 409 | | | $ | 12,278 | |
2 | | General Services Administration | | Government | | | 71 | | | | 2,263 | | | | 378 | | | | 8,391 | | | | 449 | | | | 10,654 | |
3 | | Raytheon Company | | Defense and Aerospace | | | 666 | | | | 9,495 | | | | — | | | | — | | | | 666 | | | | 9,495 | |
4 | | Amazon.com, Inc(2) | | Internet Retail | | | — | | | | — | | | | 2,462 | | | | 8,964 | | | | 2,462 | | | | 8,964 | |
5 | | National Union Fire Insurance Company | | Insurance | | | 172 | | | | 6,010 | | | | | | | | | | | | 172 | | | | 6,010 | |
6 | | Nuance Communications | | Software | | | 201 | | | | 5,535 | | | | — | | | | — | | | | 201 | | | | 5,535 | |
7 | | Lord Abbett & Co | | Financial Services | | | 149 | | | | 5,211 | | | | | | | | | | | | 149 | | | | 5,211 | |
8 | | Eisai | | Pharmaceutical and Health Care Related | | | 209 | | | | 4,772 | | | | — | | | | — | | | | 209 | | | | 4,772 | |
9 | | Comcast | | Telecommunications | | | 220 | | | | 4,697 | | | | — | | | | — | | | | 220 | | | | 4,697 | |
10 | | Deloitte | | Professional Services | | | 175 | | | | 4,390 | | | | — | | | | — | | | | 175 | | | | 4,390 | |
11 | | Barr Laboratories | | Pharmaceutical and Health Care Related | | | 143 | | | | 4,061 | | | | — | | | | — | | | | 143 | | | | 4,061 | |
12 | | Unilever(3) | | Consumer Products | | | — | | | | — | | | | 1,595 | | | | 3,864 | | | | 1,595 | | | | 3,864 | |
13 | | PPD Development | | Pharmaceutical and Health Care Related | | | — | | | | — | | | | 251 | | | | 3,688 | | | | 251 | | | | 3,688 | |
14 | | Eveready Battery Company | | Consumer Products | | | — | | | | — | | | | 168 | | | | 3,568 | | | | 168 | | | | 3,568 | |
15 | | NDB Capital Markets | | Financial Services | | | 97 | | | | 3,400 | | | | — | | | | — | | | | 97 | | | | 3,400 | |
16 | | Carl Zeiss | | Pharmaceutical and Health Care Related | | | 202 | | | | 3,336 | | | | — | | | | — | | | | 202 | | | | 3,336 | |
17 | | Whirlpool Corporation | | Consumer Products | | | 1,020 | | | | 3,212 | | | | | | | | | | | | 1,020 | | | | 3,212 | |
18 | | ConAgra Foods | | Food Service and Retail | | | 742 | | | | 3,028 | | | | — | | | | — | | | | 742 | | | | 3,028 | |
19 | | American LaFrance | | Vehicle Related Manufacturing | | | 513 | | | | 2,979 | | | | — | | | | — | | | | 513 | | | | 2,979 | |
20 | | Prime Distribution Services | | Logistics and Distribution | | | — | | | | — | | | | 1,200 | | | | 2,958 | | | | 1,200 | | | | 2,958 | |
21 | | Nationwide Mutual Insurance Co | | Insurance | | | — | | | | — | | | | 315 | | | | 2,869 | | | | 315 | | | | 2,869 | |
22 | | Kellogg’s | | Consumer Products | | | — | | | | — | | | | 1,142 | | | | 2,817 | | | | 1,142 | | | | 2,817 | |
23 | | Time Warner | | Telecommunications | | | 134 | | | | 2,814 | | | | — | | | | — | | | | 134 | | | | 2,814 | |
24 | | B&Q | | Home Furnishings/Home Improvement | | | 104 | | | | 2,685 | | | | — | | | | — | | | | 104 | | | | 2,685 | |
25 | | Syngenta Seeds | | Agriculture | | | 116 | | | | 2,472 | | | | — | | | | — | | | | 116 | | | | 2,472 | |
26 | | Dr. Pepper Snapple | | Food Service and Retail | | | 601 | | | | 2,460 | | | | — | | | | — | | | | 601 | | | | 2,460 | |
27 | | REMEC | | Defense and Aerospace | | | 133 | | | | 2,431 | | | | — | | | | — | | | | 133 | | | | 2,431 | |
28 | | Verizon Wireless(4) | | Telecommunications | | | — | | | | — | | | | 180 | | | | 2,246 | | | | 180 | | | | 2,246 | |
29 | | Royal Caribbean Cruises | | Travel/Leisure | | | — | | | | — | | | | 129 | | | | 2,182 | | | | 129 | | | | 2,182 | |
30 | | Iowa College Acquisition Corp(5) | | Education | | | 124 | | | | 2,179 | | | | — | | | | — | | | | 124 | | | | 2,179 | |
31 | | Citicorp North America, Inc. | | Financial Services | | | — | | | | — | | | | 194 | | | | 2,081 | | | | 194 | | | | 2,081 | |
32 | | American Home Mortgage | | Financial Services | | | — | | | | — | | | | 183 | | | | 2,024 | | | | 183 | | | | 2,024 | |
33 | | Best Buy | | Specialty Retail | | | 238 | | | | 1,657 | | | | 30 | | | | 317 | | | | 268 | | | | 1,974 | |
34 | | NCS Pearson, Inc. | | Education | | | — | | | | — | | | | 153 | | | | 1,963 | | | | 153 | | | | 1,963 | |
35 | | Markel Midwest, Inc. | | Insurance | | | 100 | | | | 1,892 | | | | — | | | | — | | | | 100 | | | | 1,892 | |
36 | | Disney | | Travel/Leisure | | | — | | | | — | | | | 101 | | | | 1,855 | | | | 101 | | | | 1,855 | |
37 | | Lockheed Martin | | Defense and Aerospace | | | 71 | | | | 1,847 | | | | — | | | | — | | | | 71 | | | | 1,847 | |
38 | | Mercy Health Partners of SW Ohio | | Pharmaceutical and Health Care Related | | | — | | | | — | | | | 113 | | | | 1,795 | | | | 113 | | | | 1,795 | |
39 | | ABB, Inc. | | Other Manufacturing | | | — | | | | — | | | | 91 | | | | 1,641 | | | | 91 | | | | 1,641 | |
40 | | Regus | | Executive Office Suites | | | 86 | | | | 1,602 | | | | — | | | | — | | | | 86 | | | | 1,602 | |
| | Other (221 tenants) | | | | | 6,569 | | | | 28,309 | | | | 3,438 | | | | 30,934 | | | | 10,007 | | | | 59,243 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 13,265 | | | $ | 125,015 | | | | 12,123 | | | $ | 84,157 | | | | 25,388 | | | $ | 209,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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 which is not material. |
(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 CONOPCO, Inc., a wholly-owned subsidiary of Unilever. |
(4) | Verizon Wireless is the d/b/a for Cellco Partnership. |
(5) | Our tenant is Iowa College Acquisitions Corp., an operating subsidiary of Kaplan, Inc. The lease is guaranteed by Kaplan Inc. |
9
Tenant Industries
Our tenants operate across a wide range of industries. The following table details our tenant-industry concentrations as of June 30, 2011 (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 | |
Financial Services | | | 837 | | | $ | 22,471 | | | | 489 | | | $ | 5,783 | | | | 1,326 | | | $ | 28,254 | |
Pharmaceutical and Health Care Related | | | 905 | | | | 13,778 | | | | 681 | | | | 8,086 | | | | 1,586 | | | | 21,864 | |
Defense and Aerospace | | | 901 | | | | 14,504 | | | | 7 | | | | 121 | | | | 908 | | | | 14,625 | |
Consumer Products | | | 1,184 | | | | 4,139 | | | | 3,337 | | | | 9,757 | | | | 4,521 | | | | 13,896 | |
Logistics and Distribution | | | 1,772 | | | | 6,272 | | | | 2,023 | | | | 6,718 | | | | 3,795 | | | | 12,990 | |
Insurance | | | 271 | | | | 7,902 | | | | 434 | | | | 4,496 | | | | 705 | | | | 12,398 | |
Telecommunications | | | 687 | | | | 9,082 | | | | 195 | | | | 2,444 | | | | 882 | | | | 11,526 | |
Government | | | 72 | | | | 2,263 | | | | 378 | | | | 8,391 | | | | 450 | | | | 10,654 | |
Internet Retail | | | 330 | | | | 1,425 | | | | 2,462 | | | | 8,964 | | | | 2,792 | | | | 10,389 | |
Other Manufacturing | | | 909 | | | | 3,158 | | | | 319 | | | | 5,795 | | | | 1,228 | | | | 8,953 | |
Food Service and Retail | | | 2,017 | | | | 7,477 | | | | 37 | | | | 467 | | | | 2,054 | | | | 7,944 | |
Professional Services | | | 243 | | | | 5,134 | | | | 178 | | | | 2,355 | | | | 421 | | | | 7,489 | |
Education | | | 124 | | | | 2,179 | | | | 364 | | | | 5,216 | | | | 488 | | | | 7,395 | |
Business Services | | | 736 | | | | 2,874 | | | | 308 | | | | 3,708 | | | | 1,044 | | | | 6,582 | |
Software | | | 201 | | | | 5,535 | | | | 22 | | | | 357 | | | | 223 | | | | 5,892 | |
Home Furnishings/Home Improvement | | | 462 | | | | 4,598 | | | | 73 | | | | 1,173 | | | | 535 | | | | 5,771 | |
Vehicle Related Manufacturing | | | 828 | | | | 4,537 | | | | — | | | | — | | | | 828 | | | | 4,537 | |
Specialty Retail | | | 391 | | | | 3,191 | | | | 111 | | | | 1,178 | | | | 502 | | | | 4,369 | |
Travel and Leisure | | | — | | | | — | | | | 240 | | | | 4,217 | | | | 240 | | | | 4,217 | |
Agriculture | | | 116 | | | | 2,472 | | | | 9 | | | | 95 | | | | 125 | | | | 2,567 | |
Apparel Retail | | | — | | | | — | | | | 227 | | | | 2,012 | | | | 227 | | | | 2,012 | |
Executive Office Suites | | | 86 | | | | 1,602 | | | | — | | | | — | | | | 86 | | | | 1,602 | |
Utilities | | | — | | | | — | | | | 127 | | | | 1,516 | | | | 127 | | | | 1,516 | |
Petroleum and Mining | | | 171 | | | | 299 | | | | 55 | | | | 646 | | | | 226 | | | | 945 | |
Other Retail | | | 22 | | | | 123 | | | | 47 | | | | 662 | | | | 69 | | | | 785 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 13,265 | | | $ | 125,015 | | | | 12,123 | | | $ | 84,157 | | | | 25,388 | | | $ | 209,172 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(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, 2011 (Expiring Net Rentable Square Feet and Expiring Base Rent 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 | | | Number of Expiring Leases | | | Expiring Net Rentable Square Feet | | | Expiring Base Rent | | | Percentage of Expiring Base Rent | |
2011 (Six months ending December 31, 2011) | | | 555 | | | $ | 1,806 | | | | 69 | | | $ | 979 | | | | 20 | | | | 624 | | | $ | 2,785 | | | | 1.21 | % |
2012 | | | 824 | | | | 12,385 | | | | 186 | | | | 2,585 | | | | 38 | | | | 1,010 | | | | 14,970 | | | | 6.48 | % |
2013 | | | 1,605 | | | | 8,599 | | | | 641 | | | | 5,247 | | | | 41 | | | | 2,246 | | | | 13,846 | | | | 5.99 | % |
2014 | | | 697 | | | | 4,247 | | | | 147 | | | | 1,976 | | | | 26 | | | | 844 | | | | 6,223 | | | | 2.69 | % |
2015 | | | 1,396 | | | | 7,919 | | | | 389 | | | | 4,053 | | | | 29 | | | | 1,785 | | | | 11,972 | | | | 5.18 | % |
2016 | | | 818 | | | | 14,398 | | | | 746 | | | | 11,638 | | | | 20 | | | | 1,564 | | | | 26,036 | | | | 11.27 | % |
2017 | | | 267 | | | | 3,832 | | | | 1,373 | | | | 12,082 | | | | 21 | | | | 1,640 | | | | 15,914 | | | | 6.89 | % |
2018 | | | 743 | | | | 8,518 | | | | 2,784 | | | | 14,875 | | | | 18 | | | | 3,527 | | | | 23,393 | | | | 10.12 | % |
2019 | | | 1,697 | | | | 13,239 | | | | 3,725 | | | | 18,337 | | | | 15 | | | | 5,422 | | | | 31,576 | | | | 13.67 | % |
2020 | | | 601 | | | | 12,973 | | | | 16 | | | | 162 | | | | 8 | | | | 617 | | | | 13,135 | | | | 5.68 | % |
2021 | | | 2,562 | | | | 26,341 | | | | 1,353 | | | | 9,766 | | | | 10 | | | | 3,915 | | | | 36,107 | | | | 15.63 | % |
Thereafter | | | 1,500 | | | | 24,855 | | | | 694 | | | | 10,233 | | | | 15 | | | | 2,194 | | | | 35,088 | | | | 15.19 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 13,265 | | | $ | 139,112 | | | | 12,123 | | | $ | 91,933 | | | | 261 | | | | 25,388 | | | $ | 231,045 | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Expiration (years) | | | | | | | 7.93 | | | | | | | | 7.44 | | | | | | | | | | | | | | | | 7.74 | |
(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 which is not material. |
10
Property Portfolio Size
Our portfolio size at the end of each quarter since commencement of our initial public offering through June 30, 2011 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 | |
9/30/2010 | | | 63 | | | | 9,295 | | | | 983,810 | | | | 22 | | | | 8,633 | | | | 471,615 | | | | 85 | | | | 17,928 | | | | 1,455,425 | |
12/31/2010 | | | 73 | | | | 12,800 | | | | 1,308,560 | | | | 30 | | | | 9,901 | | | | 629,268 | | | | 103 | | | | 22,701 | | | | 1,937,828 | |
3/31/2011 | | | 73 | | | | 12,800 | | | | 1,308,560 | | | | 43 | | | | 11,950 | | | | 903,508 | | | | 116 | | | | 24,750 | | | | 2,212,068 | |
6/30/2011 | | | 75 | | | | 14,614 | | | | 1,657,966 | | | | 43 | | | | 12,356 | | | | 917,566 | | | | 118 | | | | 26,970 | | | | 2,575,532 | |
(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. |
11
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, 2011 and 2010 (in thousands):
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Domestic Industrial Properties | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 7,182 | | | $ | 5,487 | | | $ | 14,110 | | | $ | 11,300 | |
Tenant Reimbursements | | | 1,678 | | | | 1,295 | | | | 3,342 | | | | 2,553 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 8,860 | | | | 6,782 | | | | 17,452 | | | | 13,853 | |
| | | | | | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 495 | | | | 395 | | | | 943 | | | | 733 | |
General and Administrative | | | 216 | | | | 116 | | | | 337 | | | | 162 | |
Property Management Fee to Related Party | | | 53 | | | | 77 | | | | 136 | | | | 138 | |
Property Taxes | | | 1,583 | | | | 1,455 | | | | 3,211 | | | | 2,886 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 2,347 | | | | 2,043 | | | | 4,627 | | | | 3,919 | |
| | | | | | | | | | | | | | | | |
Net Operating Income | | | 6,513 | | | | 4,739 | | | | 12,825 | | | | 9,934 | |
| | | | | | | | | | | | | | | | |
Domestic Office Properties | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | | 20,886 | | | | 7,612 | | | | 37,052 | | | | 14,861 | |
Tenant Reimbursements | | | 5,662 | | | | 1,467 | | | | 9,533 | | | | 3,046 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 26,548 | | | | 9,079 | | | | 46,585 | | | | 17,907 | |
| | | | | | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 3,490 | | | | 957 | | | | 6,216 | | | | 2,114 | |
General and Administrative | | | 166 | | | | 84 | | | | 296 | | | | 171 | |
Property Management Fee to Related Party | | | 47 | | | | 27 | | | | 303 | | | | 60 | |
Property Taxes | | | 3,076 | | | | 1,096 | | | | 5,523 | | | | 2,286 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 6,779 | | | | 2,164 | | | | 12,338 | | | | 4,631 | |
| | | | | | | | | | | | | | | | |
Net Operating Income | | | 19,769 | | | | 6,915 | | | | 34,247 | | | | 13,276 | |
| | | | | | | | | | | | | | | | |
International Office/Retail Properties | | | | | | | | | | | | | | | | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | | 1,537 | | | | 1,535 | | | | 3,135 | | | | 3,475 | |
Tenant Reimbursements | | | 92 | | | | 55 | | | | 135 | | | | 136 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 1,629 | | | | 1,590 | | | | 3,270 | | | | 3,611 | |
| | | | | | | | | | | | | | | | |
Property and Related Expenses: | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 119 | | | | 59 | | | | 358 | | | | 139 | |
General and Administrative | | | (78 | ) | | | 86 | | | | 75 | | | | 121 | |
Property Management Fee to Related Party | | | 75 | | | | 72 | | | | 146 | | | | 142 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 116 | | | | 217 | | | | 579 | | | | 402 | |
| | | | | | | | | | | | | | | | |
Net Operating Income | | | 1,513 | | | | 1,373 | | | | 2,691 | | | | 3,209 | |
| | | | | | | | | | | | | | | | |
Reconciliation to Consolidated Net Loss | | | | | | | | | | | | | | | | |
Total Segment Net Operating Income | | | 27,795 | | | | 13,027 | | | | 49,763 | | | | 26,419 | |
Interest Expense | | | 9,385 | | | | 3,238 | | | | 15,395 | | | | 6,333 | |
General and Administrative | | | 1,071 | | | | 1,553 | | | | 2,213 | | | | 2,224 | |
Investment Management Fee to Related Party | | | 5,235 | | | | 2,687 | | | | 9,493 | | | | 5,118 | |
Acquisition Expenses | | | 6,852 | | | | 4,841 | | | | 11,493 | | | | 5,219 | |
Depreciation and Amortization | | | 14,972 | | | | 6,717 | | | | 27,245 | | | | 13,960 | |
| | | | | | | | | | | | | | | | |
| | | (9,720 | ) | | | (6,009 | ) | | | (16,076 | ) | | | (6,435 | ) |
| | | | | | | | | | | | | | | | |
12
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Other Income and Expenses | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 435 | | | | 91 | | | | 811 | | | | 689 | |
Net Settlement Payments on Interest Rate Swaps | | | (180 | ) | | | (230 | ) | | | (354 | ) | | | (444 | ) |
(Loss) Gain on Interest Rate Swaps | | | (108 | ) | | | (115 | ) | | | 145 | | | | (503 | ) |
Loss on Note Payable at Fair Value | | | (8 | ) | | | (5 | ) | | | (34 | ) | | | (78 | ) |
Loss on Early Extinguishment of Debt | | | 0 | | | | 0 | | | | 0 | | | | (73 | ) |
| | | | | | | | | | | | | | | | |
Loss from Continuing Operations Before Provision for Income Taxes and Equity in Income of Unconsolidated Entities | | | (9,581 | ) | | | (6,268 | ) | | | (15,508 | ) | | | (6,844 | ) |
| | | | | | | | | | | | | | | | |
Provision for Income Taxes | | | (230 | ) | | | (70 | ) | | | (300 | ) | | | (85 | ) |
Equity in Income of Unconsolidated Entities | | | 341 | | | | 2,109 | | | | 3,551 | | | | 2,846 | |
| | | | | | | | | | | | | | | | |
Net Loss from Continuing Operations | | | (9,470 | ) | | | (4,229 | ) | | | (12,257 | ) | | | (4,083 | ) |
| | | | | | | | | | | | | | | | |
Discontinued Operations | | | | | | | | | | | | | | | | |
Income from Discontinued Operations | | | 220 | | | | 0 | | | | 395 | | | | 0 | |
Realized Loss from Sale | | | (126 | ) | | | 0 | | | | (126 | ) | | | 0 | |
| | | | | | | | | | | | | | | | |
Income From Discontinued Operations | | | 94 | | | | 0 | | | | 269 | | | | 0 | |
| | | | | | | | | | | | | | | | |
Net Loss | | | (9,376 | ) | | | (4,229 | ) | | | (11,988 | ) | | | (4,083 | ) |
| | | | | | | | | | | | | | | | |
Net Loss Attributable to Non-Controlling Operating Partnership Units | | | 13 | | | | 8 | | | | 16 | | | | 7 | |
| | | | | | | | | | | | | | | | |
Net Loss Income Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (9,363 | ) | | $ | (4,221 | ) | | $ | (11,972 | ) | | $ | (4,076 | ) |
| | | | | | | | | | | | | | | | |
(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 10 to our consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
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, 2011:
| | | | | | | | | | |
Location | | Property | | Original Income Tax Basis | | | 2011 Real Estate Annual Taxes | |
San Diego, CA | | REMEC Corporate Campus | | $ | 26,667,000 | | | $ | 316,000 | |
Boston, MA | | 300 Constitution Drive | | | 19,805,000 | | | | 306,000 | |
Atlanta, GA | | Deerfield Commons I | | | 19,572,000 | | | | 291,000 | |
Atlanta, GA | | Deerfield Commons II | | | 2,262,000 | | | | 52,000 | |
Dallas, TX | | 505 Century | | | 6,095,000 | | | | 102,000 | |
Dallas, TX | | 631 International | | | 5,407,000 | | | | 95,000 | |
Dallas, TX | | 660 North Dorothy | | | 6,836,000 | | | | 99,000 | |
Chicago, IL | | Bolingbrook Point III | | | 18,170,000 | | | | 218,000 | |
Spartanburg, SC | | Cherokee Corporate Park | | | 3,775,000 | | | | 38,000 | |
Spartanburg, SC | | Community Cash Complex 1-5 | | | 7,987,000 | | | | 147,000 | |
Spartanburg, SC | | Fairforest Building 1-4 | | | 19,753,000 | | | | 363,000 | |
Spartanburg, SC | | Fairforest Building 5 | | | 16,968,000 | | | | 267,000 | |
Spartanburg, SC | | Fairforest Building 6(4) | | | 7,469,000 | | | | 163,000 | |
Spartanburg, SC | | Fairforest Building 7 | | | 5,626,000 | | | | 123,000 | |
Spartanburg, SC | | Greenville/Spartanburg Industrial Park | | | 3,388,000 | | | | 70,000 | |
Spartanburg, SC | | Highway 290 Commerce Park Buildings | | | 20,083,000 | | | | 323,000 | |
Spartanburg, SC | | HJ Park Building 1 | | | 4,216,000 | | | | 107,000 | |
Charleston, SC | | Jedburg Commerce Park | | | 41,991,000 | | | | 634,000 | |
Charlotte, NC | | Kings Mountain I | | | 5,497,000 | | | | 35,000 | |
Charlotte, NC | | Kings Mountain II | | | 11,311,000 | | | | 55,000 | |
Charleston, SC | | Mount Holly Building | | | 6,208,000 | | | | 54,000 | |
Charleston, SC | | North Rhett I | | | 10,302,000 | | | | 140,000 | |
Charleston, SC | | North Rhett II | | | 7,073,000 | | | | 67,000 | |
Charleston, SC | | North Rhett III(4) | | | 4,812,000 | | | | 55,000 | |
Charleston, SC | | North Rhett IV | | | 17,060,000 | | | | 226,000 | |
Charleston, SC | | Orangeburg Park Building | | | 5,474,000 | | | | 128,000 | |
Spartanburg, SC | | Orchard Business Park 2 | | | 761,000 | | | | 14,000 | |
Winston-Salem, NC | | Union Cross Building I | | | 6,585,000 | | | | 179,000 | |
Winston-Salem, NC | | Union Cross Building II | | | 17,216,000 | | | | 173,000 | |
Dallas, TX | | Lakeside Office Center | | | 17,994,000 | | | | 277,000 | |
Charlotte, NC | | Kings Mountain III | | | 25,728,000 | | | | 73,000 | |
Houston, TX | | Enclave on the Lake | | | 37,827,000 | | | | 577,000 | |
Washington, DC | | Avion Midrise III | | | 21,111,000 | | | | 217,000 | |
Washington, DC | | Avion Midrise IV | | | 21,112,000 | | | | 217,000 | |
Minneapolis, MN | | 13201 Wilfred Lane | | | 15,340,000 | | | | 530,000 | |
East Bay, CA | | 3011, 3055 & 3077 Comcast Place | | | 49,000,000 | | | | 775,000 | |
Boston, MA | | 140 Depot Street | | | 18,950,000 | | | | 254,000 | |
Orlando, FL | | 12650 Ingenuity Drive | | | 25,350,000 | | | | 349,000 | |
Minneapolis, MN | | Crest Ridge Corporate Center I | | | 28,419,000 | | | | 285,000 | |
Jacksonville, FL | | West Point Trade Center | | | 29,000,000 | | | | 483,000 | |
East Bay, CA | | 5160 Hacienda Dr | | | 38,500,000 | | | | 464,000 | |
San Diego, CA | | 10450 Pacific Center Ct | | | 32,750,000 | | | | 315,000 | |
Northern NJ | | 225 Summit Ave | | | 40,600,000 | | | | 457,000 | |
Boston, MA | | One Wayside Road | | | 55,525,000 | | | | 544,000 | |
Northern NJ | | 100 Tice Blvd. | | | 67,600,000 | | | | 609,000 | |
Chicago, IL | | Ten Parkway North | | | 25,000,000 | | | | 140,000 | |
Washington, DC | | Pacific Corporate Park | | | 144,500,000 | | | | 1,675,000 | |
Northern NJ | | 100 Kimball Drive | | | 60,250,000 | | | | 777,000 | |
Dallas, TX | | 4701 Gold Spike Drive | | | 20,300,000 | | | | 315,000 | |
Cincinnati, OH | | 1985 International Way | | | 14,800,000 | | | | 130,000 | |
Columbus, OH | | Rickenbacker II | | | 8,600,000 | | | | 56,000 | |
Columbus, OH | | Rickenbacker III | | | 13,400,000 | | | | 90,000 | |
Salt Lake City, UT | | Summit Distribution Center | | | 13,400,000 | | | | 147,000 | |
Jacksonville, FL | | 3660 Deerpark Boulevard | | | 15,300,000 | | | | 170,000 | |
Phoenix, AZ | | Tolleson Commerce Park II | | | 9,200,000 | | | | 235,000 | |
New York City Metro, NJ | | 70 Hudson | | | 155,000,000 | | | | 1,275,000 | |
New York City Metro, NJ | | 90 Hudson | | | 155,000,000 | | | | 1,364,000 | |
Dallas, TX | | Millers Ferry Road | | | 40,784,000 | | | | 156,000 | |
Coventry, UK | | 602 Central Boulevard | | | 23,847,000 | | | | N/A | |
Reading, UK | | Thames Valley Five | | | 29,572,000 | | | | N/A | |
Wakefield, UK | | Albion Mills | | | 22,098,000 | | | | N/A | |
Peterborough, UK | | Maskew Retail Park | | | 53,740,000 | | | | N/A | |
| | | | | | | | | | |
Total | | | | $ | 1,657,966,000 | | | $ | 17,796,000 | |
| | | | | | | | | | |
14
Recent Developments
We previously disclosed that, in connection with the acquisition of the 70 & 90 Hudson properties on April 11, 2011, we assumed approximately $238,419,000 in two existing mortgage loans. On July 14, 2011, we and Teachers Insurance and Annuity Association of America, or the Lender, agreed to modify the $117,562,000 existing mortgage loan assumed by us in connection with the acquisition of the 90 Hudson, or the Assumed Loan. The Assumed Loan was modified to extend its maturity by three years, from May 1, 2016 to May 1, 2019. The Assumed Loan’s 5.66% annual interest rate was unchanged but is subject to a new 30 year amortization schedule. We pre-paid approximately $8,600,000 of the Assumed Loan’s balance (with no pre-payment penalty) in connection with the modification, resulting in a balance of $108,500,000. A $167,000 fee was paid to CBRE Capital Markets, an affiliate of the Investment Advisor, in connection with modification of the Assumed Loan. The agreements pertaining to the modification of the Assumed Loan contain customary provisions, including representations, warranties, covenants and indemnifications.
On August 8, 2011, the Duke joint venture closed on two loans with Woodman of the World Life Insurance Society totaling $14,425,000. The loans are secured by the Fairfield Distribution Center IX, $4,675,000, and West Lake at Conway, $9,750,000, properties. Net proceeds from the financing totaling approximately $13,818,000 was used to pay down the Wells Fargo unsecured term loan. Upon closing the Duke joint venture paid down approximately $52,818,000 of the $275,000,000 Wells Fargo unsecured term reducing the outstanding balance as of August 8, 2011 to approximately $222,182,000. Our 80% share of the outstanding balance was $177,746,000.
On August 12, 2011, we sold the Rickenbacker II and Rickenbacker III properties located in Groveport, OH, which were previously held for sale, to an unrelated third-party. The aggregate sales proceeds after customary closing costs was approximately $22,432,000.
On August 16, 2011, the Duke joint venture closed on three loans with Wells Fargo Bank, N.A., or Wells Fargo, totaling $43,400,000. The three loans are individually secured by the Easton III, Point West I and Atrium I properties. Upon closing the $6,900,000 loan secured by the Easton III property, the Duke joint venture entered into an interest rate swap agreement with Wells Fargo to effectively fix the annual interest rate on this loan at 4.95% for its entire term until this loan’s scheduled maturity on January 31, 2019. Upon closing the $11,800,000 loan secured by the Point West I property, the Duke joint venture entered into an interest rate swap agreement with Wells Fargo to effectively fix the annual interest rate on this loan to 3.41% for its entire term until this loan’s scheduled maturity on December 6, 2016. Upon closing the $24,700,000 loan secured by the Atrium I property, the Duke joint venture entered into an interest rate swap agreement with Wells Fargo to effectively fix the annual interest rate on this loan to 3.775% for its entire term until this loan’s scheduled maturity on May 31, 2018. Principal and interest payments are due monthly on the three loans. The Duke joint venture incurred financing costs of approximately $700,000 in conjunction with obtaining the three loans. Upon closing, the Duke joint venture paid down approximately $42,700,000 of the $222,182,000 remaining balance of the Wells Fargo unsecured term loan reducing the outstanding balance as of August 16, 2011 to approximately $179,482,000. Our 80% share of the outstanding balance is $143,586,000.
The Investment Advisor
The table below updates the ages of certain of the officers of our Investment Advisor included under the section “The Investment Advisor,” which begins on page 83 of our prospectus.
The officers of the Investment Advisor are as follows:
| | | | |
Name | | Age | | Position |
Jack A. Cuneo | | 63 | | President and Chief Executive Officer |
Laurie E. Romanak | | 51 | | Managing Director |
Douglas J. Herzbrun | | 56 | | Managing Director/Global Head of Research |
Philip L. Kianka | | 54 | | Director of Operations |
Christopher B. Allen | | 44 | | Director of Finance |
Nickolai S. Dolya | | 34 | | Director of Capital Markets |
Charles W. Hessel | | 40 | | Director of Investments |
Hugh S. O’Beirne | | 40 | | Senior Counsel |
Brian D. Welcker | | 62 | | Director of Asset Management |
G. Eric Fraser | | 61 | | Director of Accounting |
Dennis Keyes | | 51 | | Director of Asset Management |
Gregory L. Vinson | | 39 | | Senior Associate |
The disclosure below updates the information under the following sections of our prospectus: “Summary,” “The Investment Advisor—The Sub-Advisory Agreement,” “Certain Relationships of the Dealer Manager and the Sub-Advisor,” as well as the definition of “Sub-Advisor” first defined on page 2 of our prospectus and used throughout our prospectus (all such references to “Sub-Advisor” shall mean “CFG VIII, Inc.”).
On July 7, 2011, our Investment Advisor and CNL Fund Management Company agreed to terminate the existing sub-advisory agreement and our Investment Advisor entered into a new sub-advisory agreement with CFG VIII, Inc., a wholly-owned subsidiary of CNL Financial Group, LLC. The terms of the new sub-advisory agreement provide for a change in the scope of marketing related services to be provided as well as a change in the CNL affiliated entity. CFG VIII, Inc. will also hold the interest previously held by CNL Fund Management Company in our Investment Advisor and CBRE REIT Holdings LLC.
15
Distribution Policy
This section contains certain information that supplements and updates the information under the section “Distribution Policy,” which begins on page 39 of our prospectus.
The following table presents total distributions declared and paid and distributions per share:
| | | | | | | | |
2011 Quarters | | First | | | Second | |
Total distributions declared and paid | | $ | 25,306,000 | | | $ | 27,125,000 | |
Distributions per share | | $ | 0.15 | | | $ | 0.15 | |
Amount of distributions per share funded by cash flows provided by operating entities | | $ | 0.0758 | | | $ | 0.0707 | |
Amount of distributions per share funded by uninvested proceeds from financings of our properties | | $ | 0.0742 | | | $ | 0.0793 | |
| | | | | | | | | | | | | | | | |
2010 Quarters | | First | | | Second | | | Third | | | Fourth | |
Total distributions declared and paid | | $ | 16,841,000 | | | $ | 19,266,000 | | | $ | 21,623,000 | | | $ | 24,053,000 | |
Distributions per share | | $ | 0.15 | | | $ | 0.15 | | | $ | 0.15 | | | $ | 0.15 | |
Amount of distributions per share funded by cash flows provided by operating entities | | $ | 0.1212 | | | $ | 0.0540 | | | $ | 0.0826 | | | $ | 0.0444 | |
Amount of distributions per share funded by uninvested proceeds from financings of our properties | | $ | 0.0288 | | | $ | 0.0960 | | | $ | 0.0674 | | | $ | 0.1056 | |
Our board of trustees has approved a quarterly distribution to shareholders of $0.15 per common share for the third quarter of 2011. The distribution will be calculated on a daily basis and paid on October 14, 2011 to shareholders of record during the period from July 1, 2011 through and including September 30, 2011.
For the quarter ended June 30, 2011, distributions were funded 47.10% by cash flows provided by operating activities and 52.90% from uninvested proceeds from financings of our properties. In addition, distributions totaling $11,806,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during the quarter ended June 30, 2011.
For the quarter ended March 31, 2011, distributions were funded 50.51% by cash flows provided by operating activities and 49.49% from uninvested proceeds from financings of our properties. In addition, distributions totaling $10,861,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during the quarter ended March 31, 2011.
Our 2010 distributions were funded 48.38% by cash flows provided by operating activities and 51.62% from uninvested proceeds from financings of our properties. In addition, 2010 distributions totaling $35,317,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during 2010.
Total distributions declared and paid for the period from inception (July 1, 2004) through June 30, 2011 were $227,476,000 and total Funds from Operations for the period from inception (July 1, 2004) through June 30, 2011 were $126,851,000. For a discussion of our
supplemental financial measures, see “—Non-GAAP Supplemental Financial Measure: Funds from Operations.”
Summary Selected Financial Data
This section supersedes the information under the section “Summary Selected Financial Data,” which begins on page 42 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, 2011 and 2010, December 31, 2010, 2009, 2008, 2007 and 2006 as well as the summary historical consolidated statement of operations information for the six months ended June 30, 2011 and June 30, 2010 and for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 have been derived from our historical consolidated financial statements.
16
Our unaudited summary selected pro forma consolidated financial data is presented for the six months ended June 30, 2011 and for the year ended December 31, 2010. Our unaudited summary selected pro forma consolidated statements of operations data for the six months ended June 30, 2011 and for the year ended December 31, 2010 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, 2010, (i) 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, (ii) the 5160 Hacienda Drive property which was acquired on April 8, 2010, (iii) the 10450 Pacific Court Center property which was acquired on May 7, 2010, (iv) the Amber Park and Brackmills properties, UK JV interests which were acquired on June 10, 2010, (v) the Düren and Schönberg properties, European JV interests which were acquired on June 10, 2010, (vi) the 225 Summit Avenue property which was acquired on June 21, 2010, (vii) the One Wayside Road property which was acquired on June 24, 2010, (viii) the 100 Tice Blvd. property which was acquired on September 28, 2010, (ix) the National Industrial Portfolio which was acquired on October 27, 2010, (x) the Duke joint venture Office Portfolio tranche I which was acquired on December 21, 2010, (xi) the Duke joint venture Office Portfolio tranches II and III which were acquired on March 24, 2011 and the 70 & 90 Hudson properties which were acquired April 11, 2011.
The unaudited pro forma consolidated statements of operations do not purport to represent our results of operations that would actually have occurred assuming the acquisitions of 3900 North Paramount Parkway, 3900 South Paramount Parkway, 1400 Perimeter Park Drive, 5160 Hacienda Drive, 10450 Pacific Court Center, Amber Park, Brackmills, Düren, Schönberg, 225 Summit Avenue, One Wayside Road, 100 Tice Blvd., the National Industrial Portfolio, the Duke joint venture Office Portfolio tranches I, II and III and the 70 & 90 Hudson properties had occurred 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, 2011 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, 2011 consolidated balance sheet included in our Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2011.
17
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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, | |
| 2011 | | | 2011 | | | 2010 | | | 2010 | | | 2010 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | |
| | | | | | | | | | | (in thousands, except share data) | |
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 61,305 | | | $ | 54,297 | | | $ | 29,636 | | | $ | 112,441 | | | $ | 69,373 | | | $ | 47,023 | | | $ | 33,396 | | | $ | 14,028 | | | $ | 6,630 | |
Tenant Reimbursements | | | 14,371 | | | | 13,010 | | | | 5,735 | | | | 20,448 | | | | 14,166 | | | | 9,301 | | | | 6,753 | | | | 2,633 | | | | 1,830 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenue | | | 75,676 | | | | 67,307 | | | | 35,371 | | | | 132,889 | | | | 83,539 | | | | 56,324 | | | | 40,149 | | | | 16,661 | | | | 8,460 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 8,399 | | | | 7,517 | | | | 2,986 | | | | 13,461 | | | | 8,618 | | | | 4,974 | | | | 3,248 | | | | 1,057 | | | | 860 | |
Property Taxes | | | 9,463 | | | | 8,734 | | | | 5,172 | | | | 15,537 | | | | 10,965 | | | | 7,624 | | | | 5,479 | | | | 1,778 | | | | 1,103 | |
Interest | | | 19,189 | | | | 15,395 | | | | 6,333 | | | | 31,346 | | | | 14,881 | | | | 11,378 | | | | 10,323 | | | | 5,049 | | | | 1,784 | |
General and Administrative Expense | | | 2,921 | | | | 2,921 | | | | 2,678 | | | | 5,650 | | | | 5,526 | | | | 4,246 | | | | 3,320 | | | | 1,853 | | | | 851 | |
Property Management Fee to Related Party | | | 696 | | | | 585 | | | | 340 | | | | 2,107 | | | | 948 | | | | 656 | | | | 491 | | | | 160 | | | | 41 | |
Investment Management Fee to Related Party | | | 10,371 | | | | 9,493 | | | | 5,118 | | | | 15,903 | | | | 11,595 | | | | 7,803 | | | | 3,964 | | | | 1,547 | | | | 739 | |
Class C Fee to Related Party | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 145 | |
Acquisition Expenses | | | 5,530 | | | | 11,493 | | | | 5,219 | | | | 23,494 | | | | 17,531 | | | | 5,832 | | | | — | | | | — | | | | — | |
Depreciation and Amortization | | | 31,458 | | | | 27,245 | | | | 13,960 | | | | 51,937 | | | | 32,125 | | | | 25,093 | | | | 17,171 | | | | 8,050 | | | | 4,618 | |
Loss on Impairment | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,160 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 88,027 | | | | 83,383 | | | | 41,806 | | | | 159,435 | | | | 102,189 | | | | 76,766 | | | | 43,996 | | | | 19,494 | | | | 10,141 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Other Income and Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 811 | | | | 811 | | | | 689 | | | | 1,260 | | | | 1,260 | | | | 344 | | | | 2,039 | | | | 2,855 | | | | 255 | |
Net Settlement (Payments) Receipts on Interest Rate Swaps | | | (354) | | | | (354 | ) | | | (444 | ) | | | (1,096 | ) | | | (1,096 | ) | | | (660 | ) | | | 65 | | | | — | | | | — | |
Gain (Loss) on Interest Rate Swaps and Cap | | | 145 | | | | 145 | | | | (503 | ) | | | 23 | | | | 23 | | | | 89 | | | | (1,496 | ) | | | — | | | | — | |
(Loss) Gain on Note Payable at Fair Value | | | (34) | | | | (34 | ) | | | (78 | ) | | | (118 | ) | | | (118 | ) | | | (807 | ) | | | 1,168 | | | | — | | | | — | |
Loss on Early Extinguishment of Debt | | | — | | | | — | | | | (73 | ) | | | (72 | ) | | | (72 | ) | | | — | | | | — | | | | — | | | | — | |
Loss on Transfer of Real Estate Held for Sale to Continuing Operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,451 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | 568 | | | | 568 | | | | (409 | ) | | | (3 | ) | | | (3 | ) | | | (1,034 | ) | | | (1,675 | ) | | | 2,855 | | | | 255 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before (Provision) Benefit for Income Taxes and Equity in Income (Loss) of Unconsolidated Entities | | | (11,783) | | | | (15,508 | ) | | | (6,844 | ) | | | (26,549 | ) | | | (18,653 | ) | | | (21,476 | ) | | | (5,522 | ) | | | 22 | | | | (1,426 | ) |
(Provision) Benefit for Income Taxes | | | (300) | | | | (300 | ) | | | (85 | ) | | | (296 | ) | | | (296 | ) | | | (169 | ) | | | 82 | | | | (279 | ) | | | — | |
Equity in Income (Loss) of Unconsolidated Entities | | | 1,921 | | | | 3,551 | | | | 2,846 | | | | 6,007 | | | | 8,838 | | | | 2,743 | | | | (1,242 | ) | | | (150 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss From Continuing Operations | | | (10,162 | ) | | | (12,257 | ) | | | (4,083 | ) | | | (20,838 | ) | | | (10,111 | ) | | | (18,902 | ) | | | (6,682 | ) | | | (407 | ) | | | (1,426 | ) |
| | | | | | | | | |
Discontinued Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Discontinued Operations | | | | | | | 395 | | | | — | | | | | | | | (507 | ) | | | — | | | | — | | | | — | | | | — | |
Realized Loss from Sale | | | | | | | (126 | ) | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Discontinued Operations | | | | | | | 269 | | | | — | | | | | | | | (507 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | | | | | (11,988 | ) | | | (4,083 | ) | | | | | | | (10,618 | ) | | | (18,902 | ) | | | (6,682 | ) | | | (407 | ) | | | (1,426 | ) |
Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units | | | 14 | | | | 16 | | | | 7 | | | | 38 | | | | 18 | | | | 54 | | | | 26 | | | | 4 | | | | (1,058 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (10,148 | ) | | $ | (11,972 | ) | | $ | (4,076 | ) | | $ | (20,800 | ) | | $ | (10,600 | ) | | $ | (18,848 | ) | | $ | (6,656 | ) | | $ | (403 | ) | | $ | (2,484 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss Per Share from Continuing Operations | | $ | (0.06 | ) | | $ | (0.07 | ) | | $ | (0.03 | ) | | $ | (0.15 | ) | | $ | (0.08 | ) | | $ | (0.23 | ) | | $ | (0.14 | ) | | $ | (0.02 | ) | | $ | (0.35 | ) |
Basic and Diluted Net Loss Per Share from Discontinued Operations | | $ | | | | $ | — | | | $ | — | | | $ | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted Average Common Shares Outstanding—Basic and Diluted | | | 174,813,725 | | | | 174,813,725 | | | | 120,399,165 | | | | 136,456,565 | | | | 136,456,565 | | | | 81,367,593 | | | | 46,089,680 | | | | 18,545,418 | | | | 7,010,722 | |
Dividends Declared Per Share | | $ | 0.30 | | | $ | 0.30 | | | $ | 0.30 | | | $ | 0.60 | | | $ | 0.60 | | | $ | 0.60 | | | $ | 0.59 | | | $ | 0.54 | | | $ | 0.50 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Historical Consolidated | | | Historical Consolidated | |
| | June 30, | | | December 31, | |
| | 2011 | | | 2010 | | | 2010 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | |
| | | | | | | | (in thousands) | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in Real Estate, Less Accumulated Depreciation and Amortization | | | $1,349,335 | | | | $ 732,992 | | | $ | 1,055,975 | | | $ | 639,573 | | | $ | 484,827 | | | $ | 309,805 | | | $ | 70,650 | |
Investments in Unconsolidated Entities | | | 462,414 | | | | 316,485 | | | | 410,062 | | | | 214,097 | | | | 131,703 | | | | 101 | | | | — | |
Real Estate and Other Assets Held for Sale | | | 22,085 | | | | — | | | | 22,056 | | | | — | | | | — | | | | — | | | | — | |
Total Assets | | | 2,168,912 | | | | 1,324,842 | | | | 1,716,720 | | | | 1,059,019 | | | | 709,920 | | | | 435,751 | | | | 97,807 | |
Notes Payable | | | 667,965 | | | | 225,673 | | | | 365,592 | | | | 212,425 | | | | 177,161 | | | | 116,876 | | | | 34,975 | |
Loan Payable | | | 25,000 | | | | 15,000 | | | | 60,000 | | | | — | | | | — | | | | 45,000 | | | | — | |
Liabilities Related to Real Estate and other Assets Held for Sale | | | 255 | | | | — | | | | 441 | | | | — | | | | — | | | | — | | | | — | |
Total Liabilities | | | 776,535 | | | | 291,713 | | | | 491,954 | | | | 256,556 | | | | 220,249 | | | | 189,224 | | | | 44,834 | |
Non-Controlling Interest | | | 2,464 | | | | 2,464 | | | | 2,464 | | | | 2,464 | | | | 2,464 | | | | 2,464 | | | | 2,464 | |
Shareholders’ Equity | | | 1,389,913 | | | | 1,030,665 | | | | 1,222,302 | | | | 799,999 | | | | 487,207 | | | | 244,063 | | | | 50,509 | |
Total Liabilities, Shareholders’ Equity and Non-Controlling Interest | | | 2,168,912 | | | | 1,324,842 | | | | 1,716,720 | | | | 1,059,019 | | | | 709,920 | | | | 435,751 | | | | 97,807 | |
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 our management team considers our 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.
However, changes in the accounting and reporting rules under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that have been put into effect since the establishment of NAREIT’s definition of FFO have prompted an increase in the non-cash and non-operating items included in FFO. In addition, we view impairment charges as an item which is typically adjusted when assessing operating performance. Furthermore, publicly registered, non-traded REITs typically have a significant amount of acquisition activity during their initial years of investment and operation and therefore we believe require
additional adjustments to FFO in evaluating performance. As a result, in addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO, as adjusted, which excludes the effects of acquisition costs and non-cash impairment charges.
FFO, as adjusted, is a useful measure to management’s decision-making process. As discussed below, period to period fluctuations in the excluded items can be driven by short-term factors that are not particularly relevant to our long-term investment decisions, long-
19
term capital structures or long-term tax planning and tax structuring decisions. We believe that adjusting FFO to exclude these acquisition costs and impairment charges more appropriately presents our results of operations on a comparative basis. The items that we exclude from net income 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. For example, our acquisition costs are primarily the result of the volume of our acquisitions completed during each period, and therefore we believe such acquisition costs are not reflective of our operating results during each period. Similarly, unrealized gains or non-cash impairment charges that we have recognized during a given period are based primarily upon changes in the estimated fair market value of certain of our investments due to deterioration in market conditions and do not necessarily reflect the operating performance of these properties during the corresponding period.
We believe that FFO, as adjusted, is useful to investors as a supplemental measure of operating performance. We believe that adjusting FFO to exclude acquisition costs provides investors a view of the performance of our portfolio over time, including after we cease to acquire properties on a frequent and regular basis and allows for a comparison of the performance of our portfolio with other REITs that are not currently engaging in acquisitions. In addition, as many other non-traded REITs adjust FFO to exclude acquisition costs and impairment charges, we believe that our calculation and reporting of FFO, as adjusted, will assist investors and analysts in comparing our performance with that of other non-traded REITs. We also believe that FFO, as adjusted, may provide investors with a useful indication of our future performance, particularly after our acquisition stage, and of the sustainability of our current distribution policy. However, because FFO, as adjusted, excludes acquisition costs, which are an important component in an analysis of our historical performance, such supplemental measure should not be construed as a historical performance measure and may not be as useful a measure for estimating the value of our common shares. In addition, the impairment charges that we exclude from FFO, as adjusted, may be realized as a loss in the future upon the ultimate disposition of the related properties or other assets through the form of lower cash proceeds.
Not all REITs calculate FFO and FFO, as adjusted (or an equivalent measure), in the same manner and therefore comparisons with other REITs may not be meaningful. 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, 2011, March 31, 2011, December 31, 2011 and September 30, 2010 (in thousands, except per share data):
| | | | | | | | | | | | | | | | |
| | Three Months Ended | |
| | June 30, 2011 | | | March 31, 2011 | | | December 31, 2010 | | | September 30, 2010 | |
| | | | |
Reconciliation of net loss to funds from operations: | | | | | | | | | | | | | | | | |
Net Loss Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (9,363 | ) | | $ | (2,609 | ) | | $ | (5,318 | ) | | $ | (1,206 | ) |
Adjustments: | | | | | | | | | | | | | | | | |
Non-controlling interest | | | (13 | ) | | | (4 | ) | | | (9 | ) | | | (2 | ) |
Real estate depreciation and amortization | | | 14,972 | | | | 12,274 | | | | 10,224 | | | | 7,941 | |
Realized loss from sale of discontinued operations | | | 126 | | | | — | | | | — | | | | — | |
Net effect of FFO adjustment from unconsolidated entities(1) | | | 13,356 | | | | 7,564 | | | | 4,451 | | | | 4,661 | |
| | | | | | | | | | | | | | | | |
FFO | | $ | 19,078 | | | $ | 17,225 | | | $ | 9,348 | | | $ | 11,394 | |
Other Adjustments: | | | | | | | | | | | | | | | | |
Acquisition expenses/Organization expenses(2) | | | 6,852 | | | | 4,654 | | | | 10,303 | | | | 2,592 | |
Unrealized gain/impairment loss in unconsolidated entity | | | 192 | | | | 35 | | | | 1,277 | | | | 115 | |
| | | | | | | | | | | | | | | | |
FFO, as adjusted | | $ | 26,122 | | | $ | 21,902 | | | | $20,928 | | | $ | 14,101 | |
| | | | | | | | | | | | | | | | |
Net loss per share (basic and diluted) | | $ | (0.05 | ) | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.01 | ) |
FFO per share (basic and diluted) | | $ | 0.11 | | | $ | 0.10 | | | $ | 0.06 | | | $ | 0.08 | |
FFO, as adjusted, per share (basic and diluted) | | $ | 0.14 | | | $ | 0.13 | | | $ | 0.13 | | | $ | 0.10 | |
(1) | Represents our share of the FFO adjustments allowable under the NAREIT definition (primarily depreciation) for each of our unconsolidated entities. |
(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. |
20
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 96 of our prospectus.
For the three and six months ended June 30, 2011, we received requests to redeem 1,199,264 and 1,790,615 common shares pursuant to our share redemption program. We redeemed 100% and 100% of the redemption requests for the three and six months ended June 30, 2011, respectively, at an average price per share of $9.00 and $9.06, respectively. We funded share redemptions for the periods noted above from the cumulative proceeds of the sale of our common shares pursuant to our dividend reinvestment plan.
Certain U.S. Federal Income Tax Considerations
The following should be read in conjunction with the section “Risk Factors—U.S. Federal Income Tax Risks,” which begins on page 32 of our prospectus and the section “Certain U.S. Federal Income Tax Consequences,” which begins on page 109 of our prospectus.
As previously disclosed, we submitted a request to the IRS for a closing agreement under which the IRS would grant us relief with respect to payments we made to shareholders under our DRIP and in respect of certain custodial fees we paid on behalf of some of our IRA shareholders, in each case, which payments could be treated as preferential dividends under the rules applicable to REITs, or collectively, the Tax Matters. On July 8, 2011, we and our Investment Advisor entered into a closing agreement with the IRS, pursuant to which (i) the IRS agreed not to challenge our dividends as preferential as a result of the Tax Matters and (ii) our Investment Advisor paid a compliance fee of approximately $135,000 to the IRS. We will not reimburse our Investment Advisor for its payment of the compliance fee. As a result of our entering into the closing agreement with the IRS, we believe that we have fully resolved the Tax Matters.
Experts
This section contains certain information that supplements and updates the information under the section “Experts,” which begins on page 134 of our prospectus.
The consolidated financial statements, and the related financial statement schedule of CB Richard Ellis Realty Trust and subsidiaries, or the Company, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K, 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 (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedule and include an explanatory paragraph relating to the Company’s adoption of ASC Topic 805, Business Combinations, as of January 1, 2009 and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such consolidated financial statements and related financial statement schedule 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, 2010 and 2009, and for the years ended December 31, 2010 and 2009 and for the period from April 29, 2008 (inception) through December 31, 2008, the combined statement of revenue in excess of certain expenses of the Duke Office Portfolio Tranche I for the year ended December 31, 2009 and the combined statement of revenue in excess of certain expenses of the Duke Office Portfolio Tranche II and III for the year ended December 31, 2010 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 upon the authority of said firm as experts in accounting and auditing.
The combined statement of assets, liabilities and partners’ capital and combined schedule 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 the related combined statements of operations, partners’ capital and cash flows for the year then ended, have been incorporated by reference herein in reliance upon the report of KPMG, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The historical combined statement of revenues and direct operating expenses of the 70 & 90 Hudson properties for the year ended December 31, 2010, appearing in the Current Report on Form 8-K/A filed with the SEC on April 20, 2011, has been audited by Squar, Milner, Peterson, Miranda & Williamson, LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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The historical combined statement of revenues and direct operating expenses for the year ended December 31, 2009, appearing in the Current Report on form 8-K/A filled with the SEC on November 19, 2010, has been audited by Squar, Milner, Peterson, Miranda & Williamson, LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
Incorporation of Certain Information by Reference
This Supplement No. 7 to our prospectus dated May 2, 2011 “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, 2010, filed on March 30, 2011; |
| ¡ | | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 16, 2011; |
| ¡ | | Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed August 15, 2011; |
| ¡ | | Our Proxy Statement on Schedule 14A for our 2011 Annual Meeting of Shareholders, filed on April 20, 2011; |
| ¡ | | Our Current Report on Form 8-K, filed on November 19, 2010; |
| ¡ | | Our Current Report on Form 8-K/A, filed on February 11, 2011; |
| ¡ | | Our Current Report on Form 8-K/A, filed on March 29, 2011; |
| ¡ | | Our Current Report on From 8-K/A filed on April 20, 2011; and |
| ¡ | | Our Current Report on Form 8-K filed June 22, 2011. |
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.
22
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | |
| | Page | |
| |
NATIONAL INDUSTRIAL PORTFOLIO | | | | |
Independent Auditors’ Report | | | * | |
Historical Combined Statements of Revenues and Direct Operating Expenses For the Year Ended December 31, 2009 and For the Unaudited Nine-Month Period Ended September 30, 2010 | | | * | |
Notes to the Historical Combined Statements of Revenues and Direct Operating Expenses For the Year Ended December 31, 2009 and For the Unaudited Nine-Month Period Ended September 30, 2010 | | | * | |
| |
70 & 90 HUDSON | | | | |
Report of Independent Registered Public Accounting Firm | | | * | |
Historical Combined Statement of Revenues and Direct Operating Expenses For the Year Ended December 31, 2010 | | | * | |
Notes to Historical Combined Statement of Revenues and Direct Operating Expenses For the Year Ended December 31, 2010 | | | * | |
| |
DUKE OFFICE PORTFOLIO TRANCHE I | | | | |
Report of Independent Registered Public Accounting Firm | | | * | |
Combined Statements of Revenue in Excess of Certain Expenses for the Year Ended December 31, 2009 and for the Unaudited Nine-Months Ended September 30, 2010 | | | * | |
Notes to Combined Statements of Revenue in Excess of Certain Expenses for the Year Ended December 31, 2009 and for the Unaudited Nine-Months Ended September 30, 2010 | | | * | |
| |
DUKE OFFICE PORTFOLIO TRANCHE II AND TRANCHE III | | | | |
Report of Independent Registered Public Accounting Firm | | | * | |
Combined Statement of Revenue in Excess of Certain Expenses for the Year Ended December 31, 2010 | | | * | |
Notes to Combined Statement of Revenue in Excess of Certain Expenses Year Ended December 31, 2010 | | | * | |
| |
PRO FORMA FINANCIAL INFORMATION | | | | |
Pro Forma Condensed Consolidated Financial Statements (unaudited) | | | F-2 | |
Pro Forma Condensed Consolidated Statements of Operations For the Six Months Ended June 30, 2011 (unaudited) | | | F-3 | |
Pro Forma Condensed Consolidated Statements of Operations For the Period Ended December 31, 2010 (unaudited) | | | F-4 | |
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) | | | F-5 | |
* See “Incorporation of Certain Information by Reference.”
F-1
Pro Forma Consolidated Financial Statements (unaudited)
The following unaudited pro forma consolidated statements of operations of CB Richard Ellis Realty Trust (the “Company”) including its consolidated subsidiaries, for the six months ended June 30, 2011 and for the year ended December 31, 2010 are based on the historical consolidated statements of operations of CB Richard Ellis Realty Trust and gives effect to the acquisitions of the following properties as if they were acquired on January 1, 2010, (i) 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, (ii) the 5160 Hacienda Drive property which was acquired on April 8, 2010, (iii) the 10450 Pacific Court Center property which was acquired on May 7, 2010, (iv) the Amber Park and Brackmills properties, UK JV interests which were acquired on June 10, 2010, (v) the Düren and Schönberg properties, European JV interests which were acquired on June 10, 2010, (vi) the 225 Summit Avenue property which was acquired on June 21, 2010, (vii) the One Wayside Road property which was acquired on June 24, 2010, (viii) the 100 Tice Blvd. property which was acquired on September 28, 2010, (ix) the National Industrial Portfolio (“NIP”) which was acquired on October 27, 2010, (x) the Duke Office Portfolio Tranche I (“Duke Tranche I”) which was acquired on December 21, 2010, (xi) the Duke Office Portfolio Tranche II and III (“Duke Tranche II and III”) which were acquired on March 24, 2011 and the 70 Hudson St and 90 Hudson St properties, including the finalization of purchase price allocations effected in June 2011, (collectively “70 & 90 Hudson”) which were acquired April 11, 2011.
The unaudited pro forma consolidated statements of operations do not purport to represent our results of operations that would actually have occurred assuming the acquisitions of the Duke North Carolina Portfolio, 5160 Hacienda Drive, 10450 Pacific Court Center, the UK JV interests, the European JV interests, 225 Summit Avenue, One Wayside Road, 100 Tice Blvd., NIP, Duke Tranche I, Duke Tranche II and III and 70 & 90 Hudson had occurred on January 1, 2010, nor do they purport to project our results of operations as of any future date or for any future period.
In management’s opinion, all adjustments necessary to reflect the effects of these transactions have been made. The unaudited pro forma financial information and accompanying notes should be read in conjunction with the Company’s financial statements included on Form 10-K for the year ended December 31, 2010 and on Form 10-Q for the six months ended June 30, 2011.
F-2
CB RICHARD ELLIS REALTY TRUST
Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2011 (unaudited)
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | |
| | CB Richard Ellis Realty Trust Historical | | | Duke Tranche II/III | | | 70 & 90 Hudson | | | Consolidated Company Pro Forma | |
| | A | | | B | | | C | | | | |
REVENUES | | | | | | | | | | | | | | | | |
Rental | | $ | 54,297 | | | $ | — | | | $ | 7,008 | | | $ | 61,305 | |
Tenant Reimbursements | | | 13,010 | | | | — | | | | 1,361 | | | | 14,371 | |
| | | | | | | | | | | | | | | | |
Total Revenues | | | 67,307 | | | | — | | | | 8,369 | | | | 75,676 | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 7,517 | | | | — | | | | 882 | | | | 8,399 | |
Property Taxes | | | 8,734 | | | | — | | | | 729 | | | | 9,463 | |
Interest | | | 15,395 | | | | — | | | | 3,794 | | | | 19,189 | |
General and Administrative | | | 2,921 | | | | — | | | | — | | | | 2,921 | |
Property Management Fees to Related Party | | | 585 | | | | — | | | | 111 | | | | 696 | |
Investment Management Fees to Related Party | | | 9,493 | | | | | | | | 878 | | | | 10,371 | |
Acquisition Expenses | | | 11,493 | | | | — | | | | (5,963 | ) | | | 5,530 | |
Depreciation and Amortization | | | 27,245 | | | | — | | | | 4,213 | | | | 31,458 | |
| | | | | | | | | | | | | | | | |
Total Expenses | | | 83,383 | | | | — | | | | 4,644 | | | | 88,027 | |
| | | | | | | | | | | | | | | | |
OTHER INCOME AND EXPENSES | | | | | | | | | | | | | | | | |
Interest and Other Income | | | 811 | | | | — | | | | — | | | | 811 | |
Net Settlement Payments on Interest Rate Swaps | | | (354 | ) | | | — | | | | — | | | | (354 | ) |
Gain on Interest Rate Swaps and Cap | | | 145 | | | | — | | | | — | | | | 145 | |
Loss on Note Payable at Fair Value | | | (34 | ) | | | — | | | | — | | | | (34 | ) |
| | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | 568 | | | | — | | | | — | | | | 568 | |
| | | | | | | | | | | | | | | | |
Loss Before Provision for Income Taxes and Equity in Income (Loss) of Unconsolidated Entities | | | (15,508 | ) | | | — | | | | 3,725 | | | | (11,783 | ) |
PROVISION FOR INCOME TAXES | | | (300 | ) | | | — | | | | — | | | | (300 | ) |
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED ENTITIES | | | 3,551 | | | | (1,630 | ) | | | — | | | | 1,921 | |
| | | | | | | | | | | | | | | | |
NET LOSS FROM CONTINUING OPERATIONS | | | (12,257 | ) | | | (1,630 | ) | | | 3,725 | | | | (10,162 | ) |
| | | | | | | | | | | | | | | | |
Net Loss from Continuing Operations Attributable to Non-Controlling Operating Partnership Units | | | 16 | | | | 2 | | | | (5 | ) | | | 14 | |
| | | | | | | | | | | | | | | | |
Net Loss from Continuing Operations Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (12,241 | ) | | $ | (1,628 | ) | | $ | 3,720 | | | $ | (10,148 | ) |
| | | | | | | | | | | | | | | | |
Basic and Diluted Net Loss from Continuing Operations per Share | | $ | (0.07 | ) | | | | | | | | | | $ | (0.06 | ) |
Weighted Average Common Shares Outstanding—Basic and Diluted | | | 174,813,725 | | | | | | | | | | | | 174,813,725 | |
F-3
CB RICHARD ELLIS REALTY TRUST
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2010 (unaudited)
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CB Richard Ellis Realty Trust Historical | | | NIP | | | Duke Tranche I | | | Duke Tranche II and III | | | 70 & 90 Hudson | | | Duke NC Portfolio Pro Forma Adjust- ments | | | 5160 Hacienda Dr. Pro Forma Adjust- ments | | | 10450 Pacific Ctr.Court Pro Forma Adjust- ments | | | UK JV Pro Forma Adjust- ments | | | European JV Pro Forma Adjust- ments | | | 225 Summit Ave. Pro Forma Adjust- ments | | | One Wayside Dr. Pro Forma Adjust- ments | | | 100 Tice Blvd. Pro Forma Adjust- ments | | | NIP Pro Forma Adjust- ments | | | Duke Tranche I Pro Forma Adjust- ments | | | Duke Tranche II and III Pro Forma Adjust- ments | | | 70 & 90 Hudson Pro Forma Adjust- ments | | | Consoli- dated Company Pro Forma | |
| | AA | | | BB | | | CC | | | DD | | | EE | | | FF | | | GG | | | HH | | | II | | | JJ | | | KK | | | LL | | | MM | | | NN | | | OO | | | PP | | | QQ | | | | |
REVENUES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 69,373 | | | $ | 5,720 | | | $ | — | | | $ | — | | | $ | 26,758 | | | $ | — | | | $ | 942 | | | $ | 951 | | | $ | — | | | $ | — | | | $ | 2,054 | | | $ | 2,680 | | | $ | 3,963 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 112,441 | |
Tenant Reimbursements | | | 14,166 | | | | 1,256 | | | | — | | | | — | | | | 3,504 | | | | — | | | | 144 | | | | 136 | | | | — | | | | — | | | | 49 | | | | 211 | | | | 981 | | | | — | | | | — | | | | — | | | | — | | | | 20,448 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenues | | | 83,539 | | | | 6,976 | | | | — | | | | — | | | | 30,262 | | | | — | | | | 1,086 | | | | 1,087 | | | | — | | | | — | | | | 2,103 | | | | 2,891 | | | | 4,944 | | | | — | | | | — | | | | — | | | | — | | | | 132,889 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating and Maintenance | | | 8,618 | | | | 364 | | | | — | | | | — | | | | 3,617 | | | | — | | | | 22 | | | | 22 | | | | — | | | | — | | | | 103 | | | | 91 | | | | 624 | | | | — | | | | — | | | | — | | | | — | | | | 13,461 | |
Property Taxes | | | 10,965 | | | | 868 | | | | — | | | | — | | | | 2,536 | | | | — | | | | 123 | | | | 126 | | | | — | | | | — | | | | 208 | | | | 250 | | | | 461 | | | | — | | | | — | | | | — | | | | — | | | | 15,537 | |
Interest | | | 14,881 | | | | — | | | | — | | | | — | | | | 13,727 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 838 | | | | 1,900 | | | | — | | | | — | | | | — | | | | — | | | | 31,346 | |
General and Administrative | | | 5,526 | | | | 71 | | | | — | | | | — | | | | 53 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,650 | |
Property Management Fee to Related Party | | | 948 | | | | 186 | | | | — | | | | — | | | | 587 | | | | — | | | | 18 | | | | — | | | | — | | | | — | | | | 99 | | | | 132 | | | | 137 | | | | — | | | | — | | | | — | | | | — | | | | 2,107 | |
Investment Management Fee to Related Party | | | 11,595 | | | | — | | | | — | | | | — | | | | — | | | | 69 | | | | 94 | | | | 97 | | | | 103 | | | | 104 | | | | 180 | | | | 250 | | | | 450 | | | | 613 | | | | — | | | | — | | | | 2,347 | | | | 15,903 | |
Acquisition Expenses | | | 17,531 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,963 | | | | 23,494 | |
Depreciation and Amortization | | | 32,125 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 132 | | | | 237 | | | | — | | | | — | | | | 763 | | | | 1,113 | | | | 1,184 | | | | 1,215 | | | | — | | | | — | | | | 15,167 | | | | 51,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Expenses | | | 102,189 | | | | 1,489 | | | | — | | | | — | | | | 20,520 | | | | 69 | | | | 389 | | | | 482 | | | | 103 | | | | 104 | | | | 1,353 | | | | 2,674 | | | | 4,755 | | | | 1,828 | | | | — | | | | — | | | | 23,477 | | | | 159,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
INTEREST AND OTHER INCOME | | | 1,260 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,260 | |
Net Settlement Payments on Interest Rate Swaps | | | (1,096 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,096 | ) |
Gain on Interest Rate Swaps | | | 23 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23 | |
Loss on Note Payable at Fair Value | | | (118 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (118 | ) |
Loss on Early Extinguishment of Debt | | | (72 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | �� | | | (72 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Other Income and (Expenses) | | | (3 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) Income Before Provision for Income Taxes and Equity in (Loss) Income of Unconsolidated Entities | | | (18,653 | ) | | | 5,487 | | | | — | | | | — | | | | 9,742 | | | | (69 | ) | | | 697 | | | | 605 | | | | (103 | ) | | | (104 | ) | | | 750 | | | | 217 | | | | 189 | | | | (1,828 | ) | | | — | | | | — | | | | (23,477 | ) | | | (26,549 | ) |
PROVISION FOR INCOME TAXES | | | (296 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (296 | ) |
EQUITY IN INCOME OF UNCONSOLIDATED ENTITIES | | | 8,838 | | | | — | | | | 8,591 | | | | 18,472 | | | | — | | | | 524 | | | | — | | | | — | | | | 648 | | | | 141 | | | | — | | | | — | | | | — | | | | — | | | | (7,020 | ) | | | (24,187 | ) | | | — | | | | 6,007 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | | | (10,111 | ) | | | 5,487 | | | | 8,591 | | | | 18,472 | | | | 9,742 | | | | 455 | | | | 697 | | | | 605 | | | | 545 | | | | 37 | | | | 750 | | | | 217 | | | | 189 | | | | (1,828 | ) | | | (7,020 | ) | | | (24,187 | ) | | | (23,477 | ) | | | (20,838 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Loss (Income) from Continuing Operations Attributable to Non-Controlling Operating Partnership Units | | | 18 | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | (1 | ) | | | — | | | | (1 | ) | | | (0 | ) | | | (1 | ) | | | (6 | ) | | | (3 | ) | | | 10 | | | | 25 | | | | 38 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income from Continuing Operations Attributable to CB Richard Ellis Realty Trust Shareholders | | $ | (10,093 | ) | | $ | 5,487 | | | $ | 8,591 | | | $ | 18,472 | | | $ | 9,742 | | | $ | 454 | | | $ | 696 | | | $ | 604 | | | $ | 544 | | | $ | 37 | | | $ | 749 | | | $ | 216 | | | $ | 188 | | | $ | (1,834 | ) | | $ | (7,023 | ) | | $ | (24,176 | ) | | $ | (23,452 | ) | | $ | (20,800 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted Net (Loss) Income per Share | | $ | (0.07 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.15 | ) |
Weighted Average Common Shares Outstanding—Basic and Diluted | | | 136,456,565 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 136,456,565 | |
See accompanying notes to the pro forma condensed consolidated financial statements.
F-4
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)
The adjustments to the pro forma consolidated statement of operations of the Company for the six months ended June 30, 2011 are as follows:
(A) Reflects the historical consolidated statement of operations of the Company for the six months ended June 30, 2011.
(B) Reflects the pro forma adjustment for Duke Tranche II and III in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired Duke Tranche II and III on March 24, 2011. The underlying pro forma adjustment includes revenues and direct operating expenses, depreciation and amortization expense, and an increase in the investment management fee for the period January 1, 2011 through March 23, 2011 (the data 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 Duke Tranche II and III.
(C) Reflects the pro forma adjustment for 70 & 90 Hudson in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired 70 & 90 Hudson on April 11, 2011. The pro forma adjustment includes revenues, direct operating expenses, interest, depreciation and amortization expense, and an increase in the investment management fee for the period January 1, 2011 through April 10, 2011 (the data prior to acquisition).
Net loss attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of 70 & 90 Hudson.
The adjustments to the pro forma consolidated statement of operations of the Company for the year ended December 31, 2010 are as follows:
(AA) Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 2010.
(BB) Reflects the historical statement of operations for the nine months ended September 30, 2010 for NIP in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired NIP on October 27, 2010. Revenues and direct operations expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Depreciation and amortization and an increase in the investment management fee are included in the pro forma adjustments reflected in (NN).
(CC) Reflects the historical equity in income of unconsolidated interest in the Duke Tranche I for the nine months ended September 30, 2010 as if the properties were acquired on January 1, 2010. The properties were acquired by the Duke joint venture on December 21, 2010. The underlying revenues and direct operations expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Depreciation and amortization and an increase in the investment management fee are included in the pro forma adjustments reflected in (OO).
(DD) Reflects the historical equity in income of unconsolidated interest in the Duke Tranche II and III properties for the year ended December 31, 2010 as if the properties were acquired on January 1, 2010. The properties were acquired by the Duke joint venture on March 24, 2011. The underlying revenues and direct operations expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Depreciation and amortization and an increase in the investment management fee are included in the pro forma adjustments reflected in (PP).
(EE) Reflects the historical statement of revenues and direct operating expenses for the year ended December 31, 2010 for 70 & 90 Hudson in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired 70 & 90 Hudson on April 11, 2011. Revenues and direct operations expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Depreciation and amortization and an increase in the investment management fee are included in the pro forma adjustments reflected in (QQ).
(FF) 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, 2010. 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 (the 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.
F-5
(GG) Reflects the pro forma adjustment for 5160 Hacienda Drive in order to present the operations as if the property was acquired on January 1, 2010. 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 (the 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.
(HH) 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, 2010. 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 (the 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.
(II) 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, 2010. 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 (the 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.
(JJ) 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, 2010. 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 (the 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.
(KK) Reflects the pro forma adjustment for 225 Summit Avenue in order to present the operations as if the property was acquired on January 1, 2010. 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 (the 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.
(LL) Reflects the pro forma adjustment for One Wayside Road in order to present the operations as if the property was acquired on January 1, 2010. 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 (the 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.
(MM) Reflects the pro forma adjustment for 100 Tice Blvd. in order to present the operations as if the property was acquired on January 1, 2010. The Company acquired 100 Tice Blvd. on September 28, 2010. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through September 27, 2010 (the 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 100 Tice Blvd. property.
(NN) Reflects the pro forma adjustment for NIP in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired NIP on October 27, 2010. The pro forma adjustment recognizes revenues and direct operating expenses from October 1, 2010 through October 26, 2010, as well as depreciation and amortization expense, and an increase in the investment management fee from January 1, 2010 through October 26, 2010 (the date prior to acquisition).
F-6
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of NIP.
(OO) Reflects the pro forma adjustment for Duke Tranche I in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired Duke Tranche I on December 21, 2010. The underlying pro forma adjustment includes revenue and direct operating expenses for the period October 1, 2010 through December 20, 2010 as well as depreciation and amortization expense and an increase in the investment management fee from January 1, 2010 through December 20, 2010 (the 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 Duke Tranche I.
(PP) Reflects the pro forma adjustment for Duke Tranche II and III in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired Duke Tranche II and III on March 24, 2011. The underlying pro forma adjustment includes depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 31, 2010.
Net (income) attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of Duke Tranche II and III.
(QQ) Reflects the pro forma adjustment for 70 & 90 Hudson in order to present the operations as if the properties were acquired on January 1, 2010. The Company acquired 70 & 90 Hudson on April 11, 2011. The pro forma adjustment includes depreciation and amortization expense, acquisition expenses and an increase in the investment management fee through December 31, 2010.
Net loss attributable to non-controlling operating partnership units reflects an adjustment for the allocable portion of the pro forma income of 70 & 90 Hudson.
F-7