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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
Maryland | 20-8429087 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
50 Rockefeller Plaza New York, New York | 10020 | |
(Address of principal executive offices) | (Zip code) |
Investor Relations (212) 492-8920
(212) 492-1100
Common Stock, Par Value $0.001 Per Share
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
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EX-21.1: SUBSIDIARES OF REGISTRANT | ||||||||
EX-31.1: CERTIFICATION | ||||||||
EX-31.2: CERTIFICATION | ||||||||
EX-32: CERTIFICATION |
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– | provide attractive risk-adjusted returns for our stockholders; | ||
– | generate sufficient cash flow over time to provide investors with increasing distributions; | ||
– | seek investments with potential for capital appreciation; and | ||
– | use leverage to enhance the returns on our investments. |
– | equity investments in real properties that are not net leased to a single tenant under long-term leases and may include partially leased properties, multi-tenanted properties, vacant or undeveloped properties and properties subject to short-term net leases, among others: | ||
– | mortgage loans secured by commercial real properties; | ||
– | subordinated interests in first mortgage real estate loans, or B Notes; | ||
– | mezzanine loans related to commercial real estate that are senior to the borrower’s equity position but subordinated to other third-party financing; | ||
– | commercial mortgage-backed securities, or CMBS; and | ||
– | equity and debt securities (including preferred equity and other higher-yielding structured debt and equity investments) and other interests issued by entities that are engaged in real-estate related businesses, including real estate funds and other REITs. |
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Consolidated Investments | Equity Investments in Real Estate(b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Region | Revenue(a) | Lease Revenue | Revenue(a) | Lease Revenue | ||||||||||||
United States | ||||||||||||||||
East | $ | 6,980 | 29 | % | $ | 697 | 21 | % | ||||||||
Midwest | 2,629 | 11 | 2,623 | 79 | ||||||||||||
South | 2,563 | 11 | — | — | ||||||||||||
West | 3,013 | 12 | — | — | ||||||||||||
Total U.S. | 15,185 | 63 | 3,320 | 100 | ||||||||||||
International | ||||||||||||||||
Europe(c) | 9,047 | 37 | — | — | ||||||||||||
Total | $ | 24,232 | 100 | % | $ | 3,320 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2008. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2008 from equity investments in real estate. | |
(c) | Reflects investments in Germany. |
Consolidated Investments | Equity Investments in Real Estate(b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Property Type | Revenue(a) | Lease Revenue | Revenue(a) | Lease Revenue | ||||||||||||
Industrial | $ | 11,630 | 48 | % | $ | 3,320 | 100 | % | ||||||||
Retail | 5,658 | 23 | — | — | ||||||||||||
Office | 2,570 | 11 | — | — | ||||||||||||
Educational | 2,416 | 10 | — | — | ||||||||||||
Warehouse /Distribution | 1,958 | 8 | — | — | ||||||||||||
Total | $ | 24,232 | 100 | % | $ | 3,320 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2008. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2008 from equity investments in real estate. |
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Consolidated Investments | Equity Investments in Real Estate(b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Tenant Industry(c) | Revenue(a) | Lease Revenue | Revenue(a) | Lease Revenue | ||||||||||||
Electronics | $ | 6,792 | 28 | % | $ | — | — | % | ||||||||
Leisure, Amusement, Entertainment | 5,658 | 23 | — | — | ||||||||||||
Automobile | 4,818 | 20 | — | — | ||||||||||||
Textiles, Leather and Apparel | 4,335 | 18 | — | — | ||||||||||||
Healthcare, Education and Childcare | 2,394 | 10 | — | — | ||||||||||||
Mining, Metals, and Primary Metal Industries | 235 | 1 | — | — | ||||||||||||
Chemicals, Plastics, Rubber, and Glass | — | — | 3,320 | 100 | ||||||||||||
Total | $ | 24,232 | 100 | % | $ | 3,320 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2008. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2008 from equity investments in real estate. | |
(c) | Based on the Moody’s classification system and information provided by the tenant. |
Consolidated Investments | Equity Investments in Real Estate(b) | |||||||||||||||
Annualized | % of Annualized | Annualized | % of Annualized | |||||||||||||
Contractual Lease | Contractual | Contractual Lease | Contractual | |||||||||||||
Year of Lease Expiration | Revenue(a) | Lease Revenue | Revenue(a) | Lease Revenue | ||||||||||||
2009 - 2022 | $ | — | — | % | $ | — | — | % | ||||||||
2023 | 4,818 | 20 | — | — | ||||||||||||
2024 | 4,229 | 17 | — | — | ||||||||||||
2025 - 2027 | — | — | — | — | ||||||||||||
2028 | 15,185 | 63 | 3,320 | 100 | ||||||||||||
Total | $ | 24,232 | 100 | % | $ | 3,320 | 100 | % | ||||||||
(a) | Reflects annualized contractual minimum base rent for the fourth quarter of 2008. | |
(b) | Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2008 from equity investments in real estate. |
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– | Nathaniel S. Coolidge(Chairman) — Former senior vice president and head of the bond and corporate finance department of John Hancock Mutual Life Insurance (currently known as John Hancock Life Insurance Company). Mr. Coolidge’s responsibilities included overseeing its entire portfolio of fixed income investments. | ||
– | Trevor P. Bond— Co-founder of Credit Suisse’s real estate equity group. Currently managing member of private investment vehicle, Maidstone Investment Co., LLC. | ||
– | Axel K. A. Hansing— Currently serving as a senior partner at Coller Capital, Ltd., a global leader in the private equity secondary market, and is responsible for investment activity in parts of Europe, Turkey and South Africa. | ||
– | Frank J. Hoenemeyer— Former vice chairman and chief investment officer of the Prudential Insurance Company of America. As chief investment officer, he was responsible for all of Prudential Insurance Company of America’s investments including stocks, bonds and real estate. | ||
– | Dr. Lawrence R. Klein— Currently serving as professor emeritus of economics and finance at the University of Pennsylvania and its Wharton School. Recipient of the 1980 Nobel Prize in economic sciences and former consultant to both the Federal Reserve Board and the President’s Council of Economic Advisors. | ||
– | George E. Stoddard— Former officer-in-charge of the direct placement department of The Equitable Life Assurance Society of the United States and our former chief investment officer. | ||
– | Nick J. M. van Ommen— Former chief executive officer of the European Public Real Estate Association promoting, developing and representing the European public real estate sector. | ||
– | Dr. Karsten von Köller— Currently chairman of Lone Star Germany. Former chairman and member of the board of managing directors of Eurohypo AG, Frankfurt am Main, Germany. |
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– | the receipt of compensation by our advisor for acquisitions of investments, leases, sales and financing for us, which may cause our advisor to engage in transactions that generate higher fees, rather than transactions that are more appropriate or beneficial for our business; | ||
– | agreements between us and our advisor, including agreements regarding compensation, will not be negotiated on an arm’s-length basis as would occur if the agreements were with unaffiliated third parties; | ||
– | acquisitions of single assets or portfolios of assets from affiliates, including the other operating CPA® REITs, subject to our investment policies and procedures, which may take the form of a direct purchase of assets, a merger or another type of transaction; | ||
– | competition with certain affiliates for investment acquisitions, which may cause our advisor and its affiliates to direct investments suitable for us to other related entities; | ||
– | a decision by our advisor (on our behalf) of whether to hold or sell an asset. This decision could impact the timing and amount of fees payable to our advisor as well as allocations and distributions payable to Carey Holdings pursuant to its special general partner interests. On the one hand, our advisor receives asset management fees and may decide not to sell an asset. On the other hand, Carey Holdings will be entitled to certain profit allocations and cash distributions based upon sales of assets as a result of its operating partnership profits interest; | ||
– | a recommendation by our advisor that we declare distributions at a particular rate because our advisor and Carey Holdings may begin collecting subordinated fees and subordinated distributions once the applicable preferred return rate has been met; and | ||
– | disposition fees based on the sale price of assets and interests in disposition proceeds based on net cash proceeds from sale, exchange or other disposition of assets, may cause a conflict between the advisor’s desire to sell an asset and our plans to hold or sell the asset. |
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– | limitations on capital structure; | ||
– | restrictions on specified investments; | ||
– | prohibitions on transactions with affiliates; and | ||
– | compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses. |
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– | the loss of lease or interest payments; | ||
– | an increase in the costs incurred to carry the asset; | ||
– | a reduction in the value of our shares; and | ||
– | a decrease in distributions to our stockholders. |
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– | changes in the general economic climate; | ||
– | changes in local conditions such as an oversupply of space or reduction in demand for real estate; | ||
– | changes in interest rates and the availability of financing; and | ||
– | changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes. |
– | Responsibility and liability for the cost of investigation, removal or remediation of hazardous or toxic substances released on or from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants. |
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– | Liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property. | ||
– | Responsibility for managing asbestos-containing building materials, and third-party claims for exposure to those materials. |
– | tenant mix; | ||
– | success of tenant businesses; | ||
– | property management decisions; | ||
– | property location and condition; | ||
– | competition from comparable types of properties; | ||
– | changes in specific industry segments; | ||
– | declines in regional or local real estate values, or rental or occupancy rates; and |
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– | increases in interest rates, real estate tax rates and other operating expenses. |
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– | risks of delinquency and foreclosure, and risks of loss in the event thereof; | ||
– | the dependence upon the successful operation of and net income from real property; | ||
– | risks generally incident to interests in real property; and | ||
– | risk that may be presented by the type and use of a particular commercial property. |
– | limited liquidity in the secondary trading market; | ||
– | substantial market price volatility resulting from changes in prevailing interest rates; | ||
– | subordination to the prior claims of banks and other senior lenders to the issuer; | ||
– | the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest premature redemption proceeds in lower yielding assets; | ||
– | the possibility that earnings of the debt security issuer may be insufficient to meet its debt service; and | ||
– | the declining creditworthiness and potential for insolvency of the issuer of such debt securities during periods of rising interest rates and economic downturn. |
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– | any person who beneficially owns 10% or more of the voting power of outstanding shares, referred to as an interested stockholder; | ||
– | an affiliate who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our outstanding shares, also referred to as an interested stockholder; or | ||
– | an affiliate of an interested stockholder. |
– | whether your investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code; | ||
– | whether your investment will produce unrelated business taxable income, referred to as UBTI, to the benefit plan; and | ||
– | your need to value the assets of the benefit plan annually. |
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2008 | 2007 | |||||||
First quarter | $ | 0.1375 | $ | — | ||||
Second quarter | 0.1375 | — | ||||||
Third quarter | 0.1390 | — | ||||||
Fourth quarter | 0.1438 | 0.0792 | ||||||
$ | 0.5578 | $ | 0.0792 | |||||
(a) | For the three months ended December 31, 2008, we issued 37,429 restricted shares of our common stock to the advisor as consideration for asset management fees. These shares were issued at $10.00 per share, which represents our initial offering price. Since none of these transactions were considered to have involved a “public offering” within the meaning of Section 4(2) of the Securities Act, the shares issued were deemed to be exempt from registration. In acquiring our shares, the advisor represented that such interests were being acquired by it for the purposes of investment and not with a view to the distribution thereof. We previously reported sales of unregistered shares during 2008 in our prior filings. There were no such sales of unregistered shares in 2007. | |
(b) | We intend to use the net proceeds of our offering to invest in a diversified portfolio of income-producing commercial properties and other real estate related assets. The use of proceeds from our offering of common stock, which commenced in December 2007 pursuant to a registration statement (No. 333-140842) that was declared effective in November 2007, is as follows at December 31, 2008 (in thousands except share amounts): |
Shares registered | 200,000,000 | |||
Aggregate price of offering amount registered | $ | 2,000,000 | ||
Shares sold(a) | 34,264,848 | |||
Aggregated offering price of amount sold | $ | 342,374 | ||
Direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer | (34,114 | ) | ||
Direct or indirect payments to others | (4,358 | ) | ||
Net offering proceeds to the issuer after deducting expenses | 303,902 | |||
Purchases of real estate, equity investments in real estate and real estate related assets, net of mortgage financing | (150,718 | ) | ||
Temporary investments in cash and cash equivalents | $ | 153,184 | ||
(a) | Excludes shares issued to affiliates, including our advisor, and excludes shares issued pursuant to our distribution reinvestment and stock purchase plan. |
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Period ended | ||||||||
December 31, 2008 | December 31, 2007(a) | |||||||
Operating Data | ||||||||
Total revenues | $ | 9,684 | $ | — | ||||
Net loss | (1,247 | ) | (106 | ) | ||||
Loss per share | (0.07 | ) | (4.76 | ) | ||||
Cash distributions paid | 5,196 | — | ||||||
Cash distributions declared per share | 0.5578 | 0.0792 | ||||||
Payment of mortgage principal(b) | 540 | — | ||||||
Balance Sheet Data | ||||||||
Total assets | $ | 479,072 | $ | 2,944 | ||||
Long-term obligations(c) | 137,181 | — |
(a) | For the period from inception (February 20, 2007) to December 31, 2007. | |
(b) | Represents scheduled mortgage principal paid. | |
(c) | Represents mortgage obligations and deferred acquisition fee installments. |
– | Raised $342 million in our public offering during 2008 (in total, more than $405 million through March 23, 2009). | ||
– | Completed five domestic investments and two German investments at a total cost of $278.3 million, inclusive of minority interest of $52.3 million. In May 2008, we exercised a purchase option to acquire an additional interest in a venture that leases certain domestic properties for a total cost of $23.7 million, such that our total interest in the venture is now 50%. | ||
– | Acquired CMBS investments for a total cost of $20 million. | ||
– | Obtained non-recourse mortgage financing of $139.7 million, inclusive of minority interest of $20.6 million. In addition, our share of financing obtained by a venture which we account for under the equity method of accounting totaled $19.7 million. | ||
– | One of our tenants, Wagon Automotive GmbH, filed for bankruptcy in Germany in December 2008. Wagon Automotive GmbH and its affiliate, Wagon Automotive Nagold GmbH, contributed $0.8 million and $0.9 million of lease revenues for 2008, respectively. We are closely monitoring this situation. | ||
– | We recognized an other than temporary impairment charge of $2.1 million on our equity investment in real estate to reduce the carrying value of our investment to its estimated fair value. | ||
– | We recognized an unrealized loss of $1.4 million, inclusive of minority interest of $0.5 million, to write down the value of an embedded credit derivative. |
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• | Our daily distribution for the fourth quarter of 2008 increased to $0.0015625, or an annualized yield of 5.75%. In December 2008, our board of directors approved the daily distribution for the first quarter of 2009 of $0.001736, or an annualized yield of 6.25%. |
Period from inception | ||||||||
(February 20, 2007) | ||||||||
Year Ended | through | |||||||
December 31, 2008 | December 31, 2007 | |||||||
Total revenues | $ | 9,684 | $ | — | ||||
Net loss(a) | (1,247 | ) | (106 | ) | ||||
Cash flow from (used in) operating activities | 4,443 | (17 | ) |
(a) | Net loss in 2008 reflects an other than temporary impairment charge of $2.1 million recognized on our equity investment in real estate and an unrealized loss of $1.4 million, inclusive of minority interest of $0.5 million, to write down the value of an embedded credit derivative. |
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2008 | ||||
Rental income | $ | 6,630 | ||
Interest income from direct financing leases | 1,392 | |||
$ | 8,022 | |||
2008 | ||||
Actebis Peacock GmbH(a)(b) | $ | 2,065 | ||
Life Time Fitness, Inc. | 1,712 | |||
Wagon Automotive GmbH and Wagon Automotive Nagold GmbH(a)(b)(c) | 1,695 | |||
Laureate Education, Inc. | 1,325 | |||
Sabre Communications Corporation and Cellxion, LLC | 1,083 | |||
Flexmag Industries, Inc. | 130 | |||
Frontier Spinning Mills, Inc.(a)(d) | 12 | |||
$ | 8,022 | |||
(a) | These revenues are generated in consolidated ventures with affiliates and include lease revenues applicable to minority interests totaling $1.2 million. | |
(b) | Revenue amounts are subject to fluctuations in foreign currency exchange rates. | |
(c) | Wagon Automotive GmbH filed for bankruptcy in Germany in December 2008. | |
(d) | We acquired this investment in December 2008. |
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Total | 1 Year | 1-3 Years | 3-5 Years | 5 years | ||||||||||||||||
Non-recourse debt — principal | $ | 133,633 | $ | 2,392 | $ | 5,294 | $ | 6,015 | $ | 119,932 | ||||||||||
Deferred acquisition fees — principal | 3,548 | 1,696 | 1,852 | — | — | |||||||||||||||
Interest on borrowings and deferred acquisition fees | 84,980 | 9,376 | 17,988 | 17,109 | 40,507 | |||||||||||||||
Purchase commitments(a) | 9,868 | — | 9,868 | — | — | |||||||||||||||
Due to the advisor(b) | 911 | 911 | — | — | — | |||||||||||||||
Operating and other lease commitments(c) | 94 | 11 | 23 | 25 | 35 | |||||||||||||||
$ | 233,034 | $ | 14,386 | $ | 35,025 | $ | 23,149 | $ | 160,474 | |||||||||||
(a) | Represents a commitment, inclusive of minority interest of $3 million, to purchase a tenant-funded expansion project that is being completed by Actebis Peacock GmbH, one of our German tenants. We have committed to purchase the expansion upon Actebis’ completion of the project but no later than July 2011, at which time current and deferred acquisition fees will be payable to the advisor. In addition, we had a second purchase commitment for $9.9 million, inclusive of minority interest of $3.3 million, for which our obligation was relieved as a result of the tenant’s bankruptcy filing (Notes 5, 7). | |
(b) | Represents costs payable to the advisor and its subsidiaries in connection with the offering of our securities, consisting of organization and offering costs and commissions payable in connection with our fundraising activity. | |
(c) | Operating lease commitments consist of our share of future minimum rents payable under an office cost-sharing agreement with certain affiliates for the purpose of leasing office space used for the administration of real estate entities. Amounts under the cost-sharing agreement totaled $2.9 million for the year ended December 31, 2008 and were allocated among the entities according to a formula that based on gross revenues and is adjusted quarterly. The amounts allocated to us during the 2008 were de minimis because we had limited revenues; however, we expect that the portion of these costs allocated to us will increase in the near term as we continue to invest the proceeds of our offering. |
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2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | Fair value | |||||||||||||||||||||||||
Fixed rate debt | $ | 2,392 | $ | 2,560 | $ | 2,734 | $ | 2,914 | $ | 3,101 | $ | 119,932 | $ | 133,633 | $ | 133,436 |
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2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | ||||||||||||||||||||||
Lease revenues | $ | 9,047 | $ | 9,047 | $ | 9,047 | $ | 9,047 | $ | 9,047 | $ | 90,946 | $ | 136,181 | ||||||||||||||
Debt service | (5,146 | ) | (5,147 | ) | (5,142 | ) | (5,121 | ) | (5,098 | ) | (57,336 | ) | (82,990 | ) | ||||||||||||||
$ | 3,901 | $ | 3,900 | $ | 3,905 | $ | 3,926 | $ | 3,949 | $ | 33,610 | $ | 53,191 | |||||||||||||||
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New York, New York
March 25, 2009
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CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31, | ||||||||
2008 | 2007 | |||||||
Assets | ||||||||
Real estate, net | $ | 167,526 | $ | — | ||||
Net investment in direct financing leases | 83,924 | — | ||||||
Equity investment in real estate | 21,864 | 8 | ||||||
Cash and cash equivalents | 161,569 | 183 | ||||||
Commercial mortgage-backed securities | 20,309 | — | ||||||
Intangible assets, net | 18,291 | — | ||||||
Deferred offering costs and other assets, net | 5,589 | 2,753 | ||||||
Total assets | $ | 479,072 | $ | 2,944 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Liabilities: | ||||||||
Non-recourse debt | $ | 133,633 | $ | — | ||||
Accounts payable, accrued expenses and other liabilities | 4,170 | 82 | ||||||
Prepaid and deferred rental income | 4,468 | — | ||||||
Due to affiliates | 4,797 | 2,768 | ||||||
Distributions payable | 4,507 | — | ||||||
Total liabilities | 151,575 | 2,850 | ||||||
Minority interest in consolidated entities | 30,074 | — | ||||||
Commitments and contingencies (Note 13) | ||||||||
Shareholders’ Equity: | ||||||||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; none issued | — | — | ||||||
Common stock, $0.001 par value; 400,000,000 shares authorized; 34,625,497 and 22,222 shares issued and outstanding, respectively | 35 | — | ||||||
Additional paid-in capital | 310,732 | 200 | ||||||
Distributions in excess of accumulated earnings | (11,056 | ) | (106 | ) | ||||
Accumulated other comprehensive loss | (2,288 | ) | — | |||||
Total shareholders’ equity | 297,423 | 94 | ||||||
Total liabilities and shareholders’ equity | $ | 479,072 | $ | 2,944 | ||||
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CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share and per share amounts)
Period from inception | ||||||||
(February 20, 2007) | ||||||||
Year ended | through | |||||||
December 31, 2008 | December 31, 2007 | |||||||
Revenues | ||||||||
Rental income | $ | 6,630 | $ | — | ||||
Interest income from direct financing leases | 1,392 | — | ||||||
Interest income from commercial mortgage-backed securities | 1,658 | — | ||||||
Other real estate income | 4 | — | ||||||
9,684 | — | |||||||
Expenses | ||||||||
Depreciation and amortization | (1,827 | ) | — | |||||
General and administrative | (2,041 | ) | (108 | ) | ||||
Property expenses | (807 | ) | — | |||||
(4,675 | ) | (108 | ) | |||||
Other Income and Expenses | ||||||||
Other interest income | 1,129 | 2 | ||||||
Loss from equity investment in real estate | (1,793 | ) | — | |||||
Minority interest in loss | 370 | — | ||||||
Loss on foreign currency transactions and derivative instrument | (1,733 | ) | — | |||||
Interest expense | (3,725 | ) | — | |||||
(5,752 | ) | 2 | ||||||
Loss before income taxes | (743 | ) | (106 | ) | ||||
Provision for income taxes | (504 | ) | — | |||||
Net Loss | $ | (1,247 | ) | $ | (106 | ) | ||
Loss Per Share | $ | (0.07 | ) | $ | (4.76 | ) | ||
Weighted Average Shares Outstanding | 17,273,533 | 22,222 | ||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Period from inception | ||||||||
(February 20, 2007) | ||||||||
Year ended | through | |||||||
December 31, 2008 | December 31, 2007 | |||||||
Net Loss | $ | (1,247 | ) | $ | (106 | ) | ||
Other Comprehensive Loss | ||||||||
Foreign currency translation adjustment | (2,288 | ) | — | |||||
Comprehensive Loss | $ | (3,535 | ) | $ | (106 | ) | ||
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CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the year ended December 31, 2008 and the period from inception (February 20, 2007) to December 31, 2007
(in thousands, except share and per share amounts)
Distributions | Accumulated | |||||||||||||||||||||||
Additional | in Excess of | Other | ||||||||||||||||||||||
Common | Paid-In | Accumulated | Comprehensive | |||||||||||||||||||||
Shares | Stock | Capital | Earnings | Loss | Total | |||||||||||||||||||
Balance at February 20, 2007 | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Shares, $.001 par, issued to the advisor at $9 per share | 22,222 | — | 200 | — | — | 200 | ||||||||||||||||||
Net loss | — | — | — | (106 | ) | — | (106 | ) | ||||||||||||||||
Balance at December 31, 2007 | 22,222 | — | 200 | (106 | ) | — | 94 | |||||||||||||||||
Shares issued, net of offering costs | 34,544,270 | 35 | 309,942 | — | — | 309,977 | ||||||||||||||||||
Shares issued to the advisor | 59,005 | — | 590 | — | — | 590 | ||||||||||||||||||
Distributions declared ($0.5578 per share) | — | — | — | (9,703 | ) | — | (9,703 | ) | ||||||||||||||||
Net loss | — | — | — | (1,247 | ) | — | (1,247 | ) | ||||||||||||||||
Other comprehensive loss | — | — | — | — | (2,288 | ) | (2,288 | ) | ||||||||||||||||
Balance at December 31, 2008 | 34,625,497 | $ | 35 | $ | 310,732 | $ | (11,056 | ) | $ | (2,288 | ) | $ | 297,423 | |||||||||||
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Period from inception | ||||||||
(February 20, 2007) | ||||||||
through | ||||||||
December 31, 2008 | December 31, 2007 | |||||||
Cash Flows — Operating Activities | ||||||||
Net loss | $ | (1,247 | ) | $ | (106 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization, including intangible assets | 1,841 | — | ||||||
Straight-line rent adjustments and amortization of rent-related intangibles | (315 | ) | — | |||||
Loss from equity investment in real estate | 1,793 | — | ||||||
Minority interest in loss | (370 | ) | — | |||||
Issuance of shares to affiliate in satisfaction of fees due | 590 | — | ||||||
Amortization of discount on commercial mortgage-backed securities | (356 | ) | — | |||||
Realized loss on foreign currency transactions | 330 | — | ||||||
Unrealized loss on derivative instrument | 1,403 | — | ||||||
Increase in accounts receivable and prepaid expenses | (414 | ) | (13 | ) | ||||
Increase in funds in escrow | (282 | ) | — | |||||
Increase in prepaid and deferred rental income | 2,317 | — | ||||||
Increase in accounts payable and accrued expenses | 2,453 | 62 | ||||||
Increase in due to affiliates | (3,300 | ) | 40 | |||||
Net cash provided by (used in) operating activities | 4,443 | (17 | ) | |||||
Cash Flows — Investing Activities | ||||||||
Acquisitions of real estate(a) | (273,517 | ) | — | |||||
Contributions to equity investments in real estate(a) | (23,074 | ) | — | |||||
Purchase of marketable securities | (19,965 | ) | — | |||||
Payment of deferred acquisition fees to an affiliate | (1,831 | ) | — | |||||
Net cash used in investing activities | (318,387 | ) | — | |||||
Cash Flows — Financing Activities | ||||||||
Distributions paid | (5,196 | ) | — | |||||
Distributions paid to minority interest partners | (23 | ) | — | |||||
Contributions from minority interest partners | 31,527 | — | ||||||
Proceeds from mortgages | 139,685 | — | ||||||
Scheduled payments of mortgage principal | (540 | ) | — | |||||
Proceeds from issuance of shares, net of offering costs | 310,232 | 200 | ||||||
Net cash provided by financing activities | 475,685 | 200 | ||||||
Change in Cash and Cash Equivalents During the Year | ||||||||
Effect of exchange rate changes on cash | (355 | ) | — | |||||
Net increase in cash and cash equivalents | 161,386 | 183 | ||||||
Cash and cash equivalents, beginning of year | 183 | — | ||||||
Cash and cash equivalents, end of year | $ | 161,569 | $ | 183 | ||||
(a) | The cost basis of real estate investments acquired during 2008 also includes deferred acquisition fees payable of $5.4 million. |
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December 31, 2008 | ||||
Land | $ | 36,817 | ||
Building | 132,164 | |||
Less: Accumulated depreciation | (1,455 | ) | ||
$ | 167,526 | |||
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Year ending December 31, | ||||
2009 | $ | 16,328 | ||
2010 | 16,490 | |||
2011 | 16,655 | |||
2012 | 16,823 | |||
2013 | 16,994 | |||
Thereafter through 2028 | 198,037 |
December 31, 2008 | ||||
Minimum lease payments receivable | $ | 148,636 | ||
Unguaranteed residual value | 83,991 | |||
232,627 | ||||
Less: unearned income | (148,703 | ) | ||
$ | 83,924 | |||
Year ending December 31, | ||||
2009 | $ | 8,484 | ||
2010 | 8,646 | |||
2011 | 8,675 | |||
2012 | 8,675 | |||
2013 | 8,675 | |||
Thereafter through 2028 | 105,481 |
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December 31, | ||||||||
2008 | 2007 | |||||||
Assets | $ | 85,177 | $ | 87,732 | ||||
Liabilities | (40,073 | ) | (1,355 | ) | ||||
Partners’ equity | $ | 45,104 | $ | 86,377 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Revenue | $ | 6,660 | $ | 218 | ||||
Expenses | (5,383 | ) | (100 | ) | ||||
Net income | $ | 1,277 | $ | 118 | ||||
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Description | Face Value | Amortized Cost | Unrealized Loss | Estimated Fair Value | ||||||||||||
CMBS | $ | 33,284 | $ | 20,309 | $ | (15,747 | ) | $ | 4,562 |
Rating | Amortized Cost | |||
A+ | $ | 3,892 | ||
A | 1,478 | |||
A- | 10,380 | |||
BBB+ | 1,808 | |||
BBB- | 2,751 | |||
$ | 20,309 | |||
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December 31, 2008 | ||||
Lease intangibles: | ||||
In-place lease | $ | 12,796 | ||
Tenant relationship | 3,225 | |||
Above-market rent | 2,707 | |||
Less: Accumulated amortization | (437 | ) | ||
$ | 18,291 | |||
Below-market rent | $ | (2,298 | ) | |
Less: accumulated amortization | 30 | |||
$ | (2,268 | ) | ||
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Year ending December 31, | Total | |||
2009 | $ | 2,392 | ||
2010 | 2,560 | |||
2011 | 2,734 | |||
2012 | 2,914 | |||
2013 | 3,101 | |||
Thereafter through 2028 | 119,932 | |||
Total | $ | 133,633 | ||
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2008 | ||||
Ordinary income | $ | 0.32 | ||
Return of capital | 0.24 | |||
Total distributions | $ | 0.56 | ||
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2008 | ||||
Foreign currency translation adjustment | $ | (2,288 | ) | |
Accumulated other comprehensive loss | $ | (2,288 | ) | |
2008 | Domestic | Foreign(a) | Total Company | |||||||||
Revenues | $ | 5,923 | $ | 3,761 | $ | 9,684 | ||||||
Total long-lived assets(b) | 174,942 | 98,372 | 273,314 |
(a) | Consists of operations in Germany. | |
(b) | Consists of real estate, net; net investment in direct financing leases and equity investments in real estate. |
Three months ended | ||||||||||||||||
March 31, 2008 | June 30, 2008 | September 30, 2008 | December 31, 2008 | |||||||||||||
Revenues | $ | — | $ | 322 | $ | 3,590 | $ | 5,772 | ||||||||
Operating expenses | (306 | ) | (671 | ) | (1,592 | ) | (2,106 | ) | ||||||||
Net (loss) income(a) | (159 | ) | 165 | 607 | (1,860 | ) | ||||||||||
Income (loss) per share | (0.05 | ) | 0.01 | 0.03 | (0.06 | ) | ||||||||||
Distributions declared per share | 0.1375 | 0.1375 | 0.1390 | 0.1438 |
(a) | Net income for the three months ended December 31, 2008 includes the recognition of an other than temporary impairment charge of $2.1 million to reduce the carrying value of an equity investment in real estate to the estimated fair value of the venture’s underlying net assets and an unrealized loss of $1.4 million, inclusive of minority interest of $0.5 million, to write down the value of an embedded credit derivative. |
Three months ended | ||||||||||||
June 30, 2007(a) | September 30, 2007 | December 31, 2007 | ||||||||||
Revenues | $ | — | $ | — | $ | — | ||||||
Operating expenses | (40 | ) | — | (68 | ) | |||||||
Net loss | (40 | ) | — | (66 | ) | |||||||
Loss per share | (1.81 | ) | — | (2.95 | ) | |||||||
Distributions declared per share | N/A | N/A | 0.0792 |
(a) | We were formed on February 20, 2007 and had no operations for the period from inception to March 31, 2007. |
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Period from Inception | ||||||||
Year ended | (February 20, 2007) to | |||||||
December 31, 2008 | December 31, 2007 | |||||||
Pro forma total revenues | $ | 28,854 | $ | 24,365 | ||||
Pro forma net income(a) | 5,671 | 9,236 | ||||||
Pro forma earnings per share(a): | ||||||||
Basic and diluted | 0.16 | 0.27 |
(a) | Pro forma net income and pro forma earnings per share for the year ended December 31, 2008 reflect the impact of an other than temporary impairment charge of $2.1 million to reduce the carrying value of an equity investment in real estate to the estimated fair value of the underlying venture’s net assets and an unrealized loss of $1.4 million, inclusive of minority interest of $0.5 million, to write down the value of an embedded credit derivative. Included in Pro forma net income is actual interest income generated from the proceeds of our public offering. A portion of these proceeds was used to fund the investments included in the foregoing pro forma financial information. |
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71 | ||||
72 | ||||
73 | ||||
74 | ||||
CPA®:17 2008 10-K— 69
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New York, New York
March 25, 2009
CPA®:17 2008 10-K— 70
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(Amounts in whole dollars)
December 31, | ||||||||
2008 | 2007 | |||||||
(UNAUDITED) | ||||||||
Assets: | ||||||||
Real estate, net | $ | 80,355,072 | $ | 82,964,658 | ||||
Intangible assets, net | 4,409,169 | 4,637,126 | ||||||
Other assets, net | 412,729 | 130,000 | ||||||
Total assets | $ | 85,176,970 | $ | 87,731,784 | ||||
Liabilities and Members’ Equity: | ||||||||
Liabilities: | ||||||||
Non-recourse debt | $ | 39,071,069 | $ | — | ||||
Deferred and prepaid rental income | 764,518 | 1,354,858 | ||||||
Accrued expenses | 222,003 | — | ||||||
Total liabilities | 40,057,590 | 1,354,858 | ||||||
Members’ Equity: | ||||||||
Members’ equity | 43,709,001 | 86,258,748 | ||||||
Accumulated earnings | 1,410,379 | 118,178 | ||||||
Total members’ equity | 45,119,380 | 86,376,926 | ||||||
Total liabilities and members’ equity | $ | 85,176,970 | $ | 87,731,784 | ||||
CPA®:17 2008 10-K— 71
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(Amounts in whole dollars)
Period from | ||||||||
inception | ||||||||
(November 9, 2007) | ||||||||
Year ended | through | |||||||
December 31, 2008 | December 31, 2007 | |||||||
(UNAUDITED) | ||||||||
Revenues | ||||||||
Rental income | $ | 6,651,343 | $ | 218,327 | ||||
Other operating income | 8,198 | — | ||||||
6,659,541 | 218,327 | |||||||
Operating Expenses | ||||||||
Depreciation and amortization | (2,811,881 | ) | (100,149 | ) | ||||
Property expense | (19,753 | ) | — | |||||
General and administrative | (300 | ) | — | |||||
(2,831,934 | ) | (100,149 | ) | |||||
Other Income and Expenses | ||||||||
Interest expense | (2,535,406 | ) | — | |||||
(2,535,406 | ) | — | ||||||
Net income | $ | 1,292,201 | $ | 118,178 | ||||
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For the year ended December 31, 2008 and
the period from inception (November 9, 2007) to December 31, 2007 (Unaudited)
(Amounts in whole dollars)
Managing | Non-Managing | |||||||||||
Member | Members | Total | ||||||||||
Balance, November 9, 2007 | $ | — | $ | — | $ | — | ||||||
Contributions | 435,205 | 86,605,789 | 87,040,994 | |||||||||
Distributions | (3,911 | ) | (778,335 | ) | (782,246 | ) | ||||||
Net income | 591 | 117,587 | 118,178 | |||||||||
Balance, December 31, 2007 | 431,885 | 85,945,041 | 86,376,926 | |||||||||
Contributions | 305 | 60,773 | 61,078 | |||||||||
Distributions | (213,054 | ) | (42,397,771 | ) | (42,610,825 | ) | ||||||
Net income | 6,461 | 1,285,740 | 1,292,201 | |||||||||
Balance, December 31, 2008 | $ | 225,597 | $ | 44,893,783 | $ | 45,119,380 | ||||||
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(Amounts in whole dollars)
Period from | ||||||||
inception | ||||||||
(November 9, 2007) | ||||||||
Year ended | through | |||||||
December 31, 2008 | December 31, 2007 | |||||||
(UNAUDITED) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 1,292,201 | $ | 118,178 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization, including intangible assets and deferred financing costs | 2,829,963 | 100,149 | ||||||
Amortization of rent-related intangibles | (731 | ) | (26 | ) | ||||
Increase in accounts receivable | (197,548 | ) | — | |||||
(Decrease) increase in prepaid rental income | (563,945 | ) | 563,945 | |||||
Increase in accrued expenses | 222,003 | — | ||||||
Net cash provided by operating activities | 3,581,943 | 782,246 | ||||||
Cash flows from investing activities: | ||||||||
Acquisition of real estate | — | (86,910,994 | ) | |||||
Funds placed in escrow for future improvements | (36,000 | ) | — | |||||
Net cash used in investing activities | (36,000 | ) | (86,910,994 | ) | ||||
Cash flows from financing activities: | ||||||||
Distributions to members | (42,610,825 | ) | (782,246 | ) | ||||
Contributions from members | 61,078 | 87,040,994 | ||||||
Proceeds from non-recourse mortgage | 39,400,000 | — | ||||||
Payment of mortgage principal | (328,931 | ) | — | |||||
Deferred financing costs and mortgage deposits, net of deposits refunded | (67,265 | ) | (130,000 | ) | ||||
Net cash used in financing activities | (3,545,943 | ) | 86,128,748 | |||||
Net change in cash and cash equivalents | — | — | ||||||
Cash and cash equivalents, beginning of year | — | — | ||||||
Cash and cash equivalents, end of year | $ | — | $ | — | ||||
Supplemental disclosures: | ||||||||
Interest paid | $ | 2,295,320 | $ | — | ||||
CPA®:17 2008 10-K— 74
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(Amounts in whole dollars. Amounts and disclosures relating to the
period from inception (November 9, 2007) through December 31, 2007 are unaudited.)
CPA®:17 2008 10-K— 75
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(Amounts in whole dollars. Amounts and disclosures relating to the
period from inception (November 9, 2007) through December 31, 2007 are unaudited.)
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(Amounts in whole dollars. Amounts and disclosures relating to the
period from inception (November 9, 2007) through December 31, 2007 are unaudited.)
2008 | 2007 | |||||||
(UNAUDITED) | ||||||||
Land | $ | 4,770,000 | $ | 4,770,000 | ||||
Buildings | 78,287,602 | 78,287,602 | ||||||
83,057,602 | 83,057,602 | |||||||
Less: Accumulated depreciation | (2,702,530 | ) | (92,944 | ) | ||||
$ | 80,355,072 | $ | 82,964,658 | |||||
2008 | 2007 | |||||||
(UNAUDITED) | ||||||||
Lease intangibles | ||||||||
In-place lease | $ | 3,873,697 | $ | 3,873,697 | ||||
Tenant relationship | 258,273 | 258,273 | ||||||
Above-market rent | 513,275 | 513,275 | ||||||
Less: accumulated amortization | (236,076 | ) | (8,119 | ) | ||||
$ | 4,409,169 | $ | 4,637,126 | |||||
Below-market rent | $ | (791,853 | ) | $ | (791,853 | ) | ||
Less: accumulated amortization | 27,335 | 940 | ||||||
$ | (764,518 | ) | $ | (790,913 | ) | |||
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(Amounts in whole dollars. Amounts and disclosures relating to the
period from inception (November 9, 2007) through December 31, 2007 are unaudited.)
Years ended December 31, | Total Debt | |||
2009 | $ | 417,982 | ||
2010 | 446,819 | |||
2011 | 477,646 | |||
2012 | 503,342 | |||
2013 | 545,325 | |||
Thereafter through 2018 | 36,679,955 | |||
Total | $ | 39,071,069 | ||
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as of December 31, 2008
(in thousands)
Life on which | ||||||||||||||||||||||||||||||||||||||||||||
Depreciation in | ||||||||||||||||||||||||||||||||||||||||||||
Costs Capitalized | Increase | Gross Amount at which Carried | Latest Statement of | |||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Subsequent to | (Decrease) in Net | at Close of Period(c) | Accumulated | Date | Income is | ||||||||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Buildings | Acquisition(a) | Investments(b) | Land | Buildings | Total | Depreciation (d) | Acquired | Computed | |||||||||||||||||||||||||||||||||
Real Estate Under Operating Leases: | ||||||||||||||||||||||||||||||||||||||||||||
Industrial facility in Norfolk, NE | $ | 1,930 | $ | 625 | $ | 1,713 | $ | — | $ | 107 | $ | 625 | $ | 1,820 | $ | 2,445 | $ | 35 | Jun. 2008 | 30 yrs. | ||||||||||||||||||||||||
Residential and office facilities in Soest, Germany and warehouse/distribution facility in Bad Wünnenbeg, Germany | 32,017 | 3,193 | 45,932 | — | (5,087 | ) | 2,844 | 41,194 | 44,038 | 546 | Jul. 2008 | 36 yrs. | ||||||||||||||||||||||||||||||||
Educational facility in Chicago, IL | 16,868 | 6,300 | 20,509 | — | — | 6,300 | 20,509 | 26,809 | 342 | Jul. 2008 | 30 yrs. | |||||||||||||||||||||||||||||||||
Office/industrial facility in Alvarado, TX and industrial facility in Bossier City, LA | 15,946 | 2,725 | 25,233 | — | (3,395 | ) | 2,725 | 21,838 | 24,563 | 239 | Aug. 2008 | 25 – 40 yrs. | ||||||||||||||||||||||||||||||||
Land in Waldaschaff, Germany | 6,067 | 10,373 | — | — | (550 | ) | 9,823 | — | 9,823 | — | Aug. 2008 | N/A | ||||||||||||||||||||||||||||||||
Retail facilities in Phoenis, AZ and Columbia, MD | 39,300 | 14,500 | 48,865 | — | (2,062 | ) | 14,500 | 46,803 | 61,303 | 293 | Sep. 2008 | 40 yrs. | ||||||||||||||||||||||||||||||||
$ | 112,128 | $ | 37,716 | $ | 142,252 | $ | — | $ | (10,987 | ) | $ | 36,817 | $ | 132,164 | $ | 168,981 | $ | 1,455 | ||||||||||||||||||||||||||
Gross Amount at | ||||||||||||||||||||||||||||
Costs Capitalized | Increase | which Carried | ||||||||||||||||||||||||||
Initial Cost to Company | Subsequent to | (Decrease) in Net | at Close of | Date | ||||||||||||||||||||||||
Description | Encumbrances | Land | Buildings | Acquisition(a) | Investments(b) | Period Total | Acquired | |||||||||||||||||||||
Direct Financing Method: | ||||||||||||||||||||||||||||
Office/industrial facility in Nagold, Germany and industrial facility in Waldaschaff, Germany | $ | 21,505 | $ | 6,012 | $ | 41,493 | $ | — | $ | (2,447 | ) | $ | 45,058 | Aug. 2008 | ||||||||||||||
Industrial facilities in Sanford, NC and Mayodan, NC | — | 3,100 | 35,766 | — | — | 38,866 | Dec. 2008 | |||||||||||||||||||||
$ | 21,505 | $ | 9,112 | $ | 77,259 | $ | — | $ | (2,447 | ) | $ | 83,924 | ||||||||||||||||
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(a) | Consists of the costs of improvements subsequent to purchase and acquisition costs including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs and other related professional fees. |
(b) | The increase (decrease) in net investment is primarily due to (i) the amortization of unearned income from net investment in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received, (ii) sales of properties, (iii) impairment charges, and (iv) changes in foreign currency exchange rates. | |
(c) | Reconciliation of real estate and accumulated depreciation (in thousands): |
Reconciliation of | ||||
Real Estate | ||||
Subject to | ||||
Operating Leases | ||||
December 31, | ||||
2008 | ||||
Balance at beginning of year | $ | — | ||
Additions | 180,076 | |||
Foreign currency translation adjustment | (5,638 | ) | ||
Reclassification to intangible asset | (5,457 | ) | ||
Balance at close of year | $ | 168,981 | ||
Reconciliation | ||||
of Accumulated | ||||
Depreciation | ||||
December 31, | ||||
2008 | ||||
Balance at beginning of year | $ | — | ||
Depreciation expense | 1,455 | |||
Balance at close of year | $ | 1,455 | ||
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(1) | and (2) — Financial statements and schedules – see index to financial statements included in Item 8. | |
Other Financial Statements — BPLAST LANDLORD LLC | ||
(3) | Exhibits: |
Exhibit No. | Description | Method of Filing | ||
3.1 | Articles of Incorporation of Registrant | Incorporated by reference to Registration Statement on Form S-11 (No. 333-140842) filed February 22, 2007 | ||
3.2 | Articles of Amendment and Restatement of Corporate Property Associates 17 – Global Incorporated | Incorporated by reference to Quarterly Report on Form 10-Q filed December 14, 2007 | ||
3.3 | Bylaws of Corporate Property Associates 17 – Global Incorporated | Incorporated by reference to Quarterly Report on Form 10-Q filed on December 14, 2007 | ||
4.1 | 2007 Distribution Reinvestment and Stock Purchase Plan | Incorporated by reference to Quarterly Report on Form 10-Q filed on December 14, 2007 | ||
10.1 | Selected Dealer Agreement dated as of December 7, 2007 by and among, Corporate Property Associates 17 – Global Incorporated, Carey Financial, LLC, Carey Asset Management Corp., W. P. Carey & Co. LLC and Ameriprise Financial Services, Inc. | Incorporated by reference to Form 8-K filed December 10, 2007 | ||
10.2 | Advisory Agreement dated November 12, 2007 between Corporate Property Associates 17 – Global Incorporated and Carey Asset Management Corp. | Incorporated by reference to Quarterly Report on Form 10-Q filed December 14, 2007 | ||
10.3 | Agreement of Limited Partnership of CPA:17 Limited Partnership dated November 12, 2007 by and among, Corporate Property Associates 17 – Global Incorporated and W. P. Carey Holdings, LLC | Incorporated by reference to Quarterly Report on Form 10-Q filed December 14, 2007 | ||
10.4 | Sales Agency Agreement dated November 30, 2007 between Corporate Property Associates 17 – Global Incorporated and Carey Financial, LLC | Incorporated by reference to Quarterly Report on Form 10-Q filed December 14, 2007 | ||
10.5 | Subscription Escrow Agreement | Incorporated by reference to Registration Statement on Form S-11 (No. 333-140842) filed October 29, 2007 | ||
10.6 | Form of Amended Selected Dealer Agreement by and between Carey Financial, LLC and the selected dealers named therein from time to time | Incorporated by reference to Registration Statement on Form S-11 (File No. 333-140842) filed August 1, 2008 | ||
10.7 | Amendment No. 1 to Advisory Agreement dated as of July 1, 2008 between Corporate Property Associates 17 – Global Incorporated and Carey Asset Management Corp. | Incorporated by reference to Registration Statement on Form S-11 (File No. 333-140842) filed August 1, 2008 | ||
10.8 | Asset Management Agreement dated as of July 1, 2008 between Corporate Property Associates 17 – Global Incorporated and W. P. Carey & Co. B.V. | Incorporated by reference to Registration Statement on Form S-11 (File No. 333-140842) filed August 1, 2008 | ||
10.9 | Form of Indemnification Agreement with independent directors | Incorporated by reference to Registration Statement on Form S-11 (File No. 333-140842) filed August 1, 2008 | ||
21.1 | Subsidiaries of Registrant | Filed herewith | ||
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
CPA®:17 2008 10-K – 83
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Corporate Property Associates 17 — Global Incorporated | ||||
Date 3/26/2009 | By: | /s/ Mark J. DeCesaris | ||
Mark J. DeCesaris | ||||
Managing Director and Acting Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ Wm. Polk Carey | Chairman of the Board and Director | 3/26/2009 | ||
/s/ Gordon F. DuGan | Chief Executive Officer and Director (Principal Executive Officer) | 3/26/2009 | ||
/s/ Mark J. DeCesaris | Managing Director and Acting Chief Financial Officer (Principal Financial Officer) | 3/26/2009 | ||
/s/ Thomas J. Ridings, Jr. | Executive Director and Chief Accounting Officer (Principal Accounting Officer) | 3/26/2009 | ||
/s/ Marshall E. Blume | Director | 3/26/2009 | ||
/s/ Elizabeth P. Munson | Director | 3/26/2009 | ||
/s/ Richard J. Pinola | Director | 3/26/2009 | ||
/s/ James D. Price | Director | 3/26/2009 |
CPA®:17 2008 10-K — 84