Risk Management and Use of Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management and Use of Derivative Financial Instruments | Risk Management and Use of Derivative Financial Instruments |
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Risk Management |
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In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing assets and liabilities. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans as well as changes in the value of our other investments due to changes in interest rates or other market factors. We own investments in Europe and in Asia and are subject to the risks associated with changing foreign currency exchange rates. |
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Derivative Financial Instruments |
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When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to derivative instruments that we entered into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may own common stock warrants, granted to us by lessees when structuring lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include default by a counterparty to a hedging arrangement on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities. |
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We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated, and that qualified, as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive loss until the hedged item is recognized in earnings. For a derivative designated, and that qualified, as a net investment hedge, the effective portion of the change in the fair value and/or the net settlement of the derivative are reported in Other comprehensive loss as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive loss into earnings when the hedged investment is either sold or substantially liquidated. The ineffective portion of the change in fair value of any derivative is immediately recognized in earnings. |
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The following table sets forth certain information regarding our derivative instruments (in thousands): |
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Derivatives Designated | | | | Asset Derivatives Fair Value at | | Liability Derivatives Fair Value at |
as Hedging Instruments | | Balance Sheet Location | | March 31, 2015 | | December 31, 2014 | | March 31, 2015 | | December 31, 2014 |
Foreign currency forward contracts | | Other assets, net | | $ | 48,243 | | | $ | 24,051 | | | $ | — | | | $ | — | |
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Interest rate swaps | | Other assets, net | | — | | | 71 | | | — | | | — | |
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Interest rate swaps | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (15,005 | ) | | (14,554 | ) |
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Derivatives Not Designated | | | | | | | | | | |
as Hedging Instruments |
Embedded derivatives | | Other assets, net | | 207 | | | 499 | | | — | | | — | |
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Stock warrants | | Other assets, net | | 1,683 | | | 1,848 | | | — | | | — | |
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Foreign currency forward contracts | | Other assets, net | | 11,223 | | | 5,120 | | | — | | | — | |
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Foreign currency forward contracts | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (9,011 | ) | | (2,904 | ) |
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Swaption | | Other assets, net | | 413 | | | 505 | | | — | | | — | |
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Total derivatives | | | | $ | 61,769 | | | $ | 32,094 | | | $ | (24,016 | ) | | $ | (17,458 | ) |
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All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both March 31, 2015 and December 31, 2014, no cash collateral had been posted nor received for any of our derivative positions. |
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The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands): |
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| | Amount of Gain (Loss) Recognized in | | | | | | | | | | |
Other Comprehensive Loss on Derivatives (Effective Portion) | | | | | | | | | | |
| | Three Months Ended March 31, | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | 2015 | | 2014 | | | | | | | | | | |
Interest rate cap (a) | | $ | — | | | $ | 332 | | | | | | | | | | | |
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Interest rate swaps | | (1,451 | ) | | (1,919 | ) | | | | | | | | | | |
Foreign currency collars | | — | | | (116 | ) | | | | | | | | | | |
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Foreign currency forward contracts | | 24,205 | | | (809 | ) | | | | | | | | | | |
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Derivatives in Net Investment Hedging Relationships (b) | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 188 | | | — | | | | | | | | | | | |
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Derivatives Formerly in Net Investment Hedging Relationships (c) | | | | | | | | | | | | | | |
Foreign currency forward contracts | | — | | | 61 | | | | | | | | | | | |
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Total | | $ | 22,942 | | | $ | (2,451 | ) | | | | | | | | | | |
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| | | | Amount of Gain (Loss) Reclassified from | | | | | | | | |
Other Comprehensive Loss into Income (Effective Portion) | | | | | | | | |
Derivatives in Cash Flow | | Location of Gain (Loss) Reclassified to Income | | Three Months Ended March 31, | | | | | | | | |
Hedging Relationships | | 2015 | | 2014 (d) | | | | | | | | |
Interest rate cap | | Interest expense | | $ | — | | | $ | (332 | ) | | | | | | | | |
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Interest rate swaps | | Interest expense | | (2,284 | ) | | (1,802 | ) | | | | | | | | |
Foreign currency collars | | Other income and (expenses) | | — | | | 77 | | | | | | | | | |
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Foreign currency forward contracts | | Other income and (expenses) | | 3,129 | | | (189 | ) | | | | | | | | |
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Total | | | | $ | 845 | | | $ | (2,246 | ) | | | | | | | | |
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___________ |
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(a) | Includes a gain attributable to noncontrolling interest of $0.1 million for the three months ended March 31, 2014. | | | | | | | | | | | | | | | | | |
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(b) | The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive loss until the underlying investment is sold, at which time we reclassify the gain or loss to earnings. | | | | | | | | | | | | | | | | | |
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(c) | In September 2014, a new forward contract was executed to offset this existing forward contract that has not yet reached its maturity. As a result of this transaction, this existing forward contract was de-designated as a hedging instrument. However, the effective portion of the change in fair value (through the date of de-designation) and the settlement of this contract are reported in the foreign currency translation adjustment section of Other comprehensive loss until the underlying investment is sold, at which time we will reclassify the gain or loss to earnings. | | | | | | | | | | | | | | | | | |
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(d) | The amounts included in this column for the period presented herein have been revised to reverse the signs that were incorrectly presented when originally filed. | | | | | | | | | | | | | | | | | |
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Amounts reported in Other comprehensive loss related to interest rate swaps will be reclassified to Interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive loss related to foreign currency derivative contracts will be reclassified to Other income and (expenses) when the hedged foreign currency contracts are settled. At March 31, 2015, we estimated that an additional $7.1 million and $8.6 million will be reclassified as interest expense and as other expenses, respectively, during the next 12 months. |
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| | | | Amount of Gain (Loss) Recognized in Income on Derivatives | | | | | | | | |
Derivatives Not in Hedging Relationships | | Location of Gain (Loss) Recognized in Income | | Three Months Ended March 31, | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | |
Embedded credit derivatives | | Other income and (expenses) | | $ | 237 | | | $ | 118 | | | | | | | | | |
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Foreign currency forward contracts | | Other income and (expenses) | | (4 | ) | | (62 | ) | | | | | | | | |
Stock warrants | | Other income and (expenses) | | (165 | ) | | — | | | | | | | | | |
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Swaption | | Other income and (expenses) | | (92 | ) | | (258 | ) | | | | | | | | |
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Derivatives in Hedging Relationships | | | | | | | | | | | | | | |
Interest rate swaps (a) | | Interest expense | | 84 | | | 71 | | | | | | | | | |
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Total | | | | $ | 60 | | | $ | (131 | ) | | | | | | | | |
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(a) | Relates to the ineffective portion of the hedging relationship. | | | | | | | | | | | | | | | | | |
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See below for information on our purposes for entering into derivative instruments and for information on derivative instruments owned by unconsolidated investments, which are excluded from the tables above. |
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Interest Rate Swaps and Swaption |
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We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners have obtained, and may in the future obtain, variable-rate, non-recourse mortgage loans and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or swaptions with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The face amount on which the swaps are based is not exchanged. A swaption gives us the right but not the obligation to enter into an interest rate swap, of which the terms and conditions are set on the trade date, on a specified date in the future. Our objective in using these derivatives is to limit our exposure to interest rate movements. |
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The interest rate swaps and swaption that we had outstanding on our consolidated subsidiaries at March 31, 2015 are summarized as follows (currency in thousands): |
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Interest Rate Derivatives | | Number of Instruments | | Notional Amount | | Fair Value at | | | | | | | | |
March 31, 2015 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | | |
Interest rate swaps | | 7 | | 190,810 | | EUR | | $ | (6,143 | ) | | | | | | | | |
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Interest rate swaps | | 13 | | 233,554 | | USD | | (8,862 | ) | | | | | | | | |
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Not Designated as Hedging Instrument | | | | | | | | | | | | | | | |
Swaption | | 1 | | 13,230 | | USD | | 413 | | | | | | | | | |
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(a) | Fair value amount is based on the exchange rate of the euro at March 31, 2015, as applicable. | | | | | | | | | | | | | | | | | |
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The interest rate swap that one of our unconsolidated jointly-owned investments had outstanding at March 31, 2015 and was designated as a cash flow hedge is summarized as follows (currency in thousands): |
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Interest Rate Derivative | | Ownership Interest in Investee at | | Number of Instruments | | Notional Amount | | Fair Value at | | | | | | |
31-Mar-15 | March 31, 2015 (a) | | | | | | |
Interest rate swap | | 85% | | 1 | | 11,552 | | EUR | | $ | (578 | ) | | | | | | |
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(a) | Fair value amount is based on the exchange rate of the euro at March 31, 2015. | | | | | | | | | | | | | | | | | |
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Foreign Currency Contracts |
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We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling, the Norwegian krone, and the Japanese yen. We manage foreign currency exchange rate movements by generally placing our debt service obligation on an investment in the same currency as the tenant’s rental obligation to us. This reduces our overall exposure to the net cash flow from that investment. However, we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and (expenses) in the consolidated financial statements. |
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In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts and collars. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into forward contracts and holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency. These instruments lock the range in which the foreign currency exchange rate may fluctuate. |
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The following table presents the foreign currency derivative contracts we had outstanding and their designations at March 31, 2015 (currency in thousands): |
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Foreign Currency Derivatives | | Number of Instruments | | Notional Amount | | Fair Value at | | | | | | | | |
March 31, 2015 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 92 | | 182,867 | | EUR | | $ | 43,548 | | | | | | | | | |
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Foreign currency forward contracts | | 17 | | 12,239 | | NOK | | 133 | | | | | | | | | |
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Not Designated as Hedging Instruments | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 2 | | 90,000 | | EUR | | 2,212 | | | | | | | | | |
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Designated as Net Investment Hedging Instruments | | | | | | | | | | | | | | | |
Foreign currency forward contracts | | 12 | | 1,123,025 | | JPY | | 4,475 | | | | | | | | | |
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Foreign currency forward contracts | | 5 | | 7,996 | | NOK | | 87 | | | | | | | | | |
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| | | | | | | $ | 50,455 | | | | | | | | | |
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___________ |
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(a) | Fair value amounts are based on the exchange rate of the euro, the Norwegian krone, or the Japanese yen, as applicable, at March 31, 2015. | | | | | | | | | | | | | | | | | |
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Credit Risk-Related Contingent Features |
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We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of March 31, 2015. At March 31, 2015, our total credit exposure was $48.1 million and the maximum exposure to any single counterparty was $23.1 million. |
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Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At March 31, 2015, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $25.8 million and $18.5 million at March 31, 2015 and December 31, 2014, respectively, which included accrued interest and any adjustment for nonperformance risk. If we had breached any of these provisions at March 31, 2015 or December 31, 2014, we could have been required to settle our obligations under these agreements at their aggregate termination value of $26.5 million and $19.1 million, respectively. |
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Information about Significant Tenants |
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For the three months ended March 31, 2015, the following tenants represented 5% or more of total lease revenues: |
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• | The New York Times Company (9%); | | | | | | | | | | | | | | | | | |
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• | Metro Cash & Carry Italia S.p.A. (8%); | | | | | | | | | | | | | | | | | |
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• | Agrokor d.d. (7%); | | | | | | | | | | | | | | | | | |
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• | KBR, Inc. (7%); and | | | | | | | | | | | | | | | | | |
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• | General Parts Inc., Golden State Supply LLC, Straus-Frank Enterprises LLC, General Parts Distribution LLC, and Worldpac Inc. (6%). | | | | | | | | | | | | | | | | | |