Risk Management and Use of Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2014 |
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 three main components of economic risk that impact us: interest rate risk, credit risk and market 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. In addition, we own investments in Europe 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, 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. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings. Amounts are reclassified out of Other comprehensive loss into earnings when the hedged investment is either sold or substantially liquidated. |
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The following table sets forth certain information regarding our derivative instruments (in thousands): |
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| | | | Asset Derivatives Fair Value at | | Liability Derivatives Fair Value at |
Derivative Designated as Hedging Instruments | | Balance Sheet Location | | 31-Mar-14 | | 31-Dec-13 | | 31-Mar-14 | | December 31, 2013 |
Foreign currency forward contracts | | Other assets, net | | $ | 5 | | | $ | — | | | $ | — | | | $ | — | |
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Foreign currency forward contracts | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (296 | ) | | — | |
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Interest rate swaps | | Accounts payable, accrued expenses and other liabilities | | — | | | — | | | (591 | ) | | (219 | ) |
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| | | | $ | 5 | | | $ | — | | | $ | (887 | ) | | $ | (219 | ) |
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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 balance sheets. At both March 31, 2014 and December 31, 2013, no cash collateral had been posted or received for any of our derivative positions. |
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The following tables present the impact of our derivative instruments on the consolidated financial statements (in thousands): |
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| | Amount of Loss | | | | | | | | | | | | | | |
Recognized in | | | | | | | | | | | | | | |
Other Comprehensive | | | | | | | | | | | | | | |
Loss on | | | | | | | | | | | | | | |
Derivatives (Effective | | | | | | | | | | | | | | |
Portion) | | | | | | | | | | | | | | |
Derivatives in Cash Flow Hedging Relationships | | Three Months Ended | | | | | | | | | | | | | | |
March 31, 2014 | | | | | | | | | | | | | | |
Interest rate swaps | | $ | 372 | | | | | | | | | | | | | | | |
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Foreign currency forward contracts | | 291 | | | | | | | | | | | | | | | |
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Total | | $ | 663 | | | | | | | | | | | | | | | |
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During the three months ended March 31, 2014, we reclassified $0.1 million from other comprehensive loss into our consolidated statement of operations related to our interest rate swaps. |
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Interest Rate Swap |
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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 may obtain non-recourse variable-rate mortgage loans and, as a result, may enter into interest rate swap agreements 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 notional, or face, amount on which the swaps are based is not exchanged. |
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The interest rate swaps that we had outstanding on our consolidated subsidiaries at March 31, 2014 are summarized as follows (dollars in thousands): |
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| | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Amount | March 31, 2014 | | | | | | | | |
Interest rate swaps | | 3 | | $ | 20,099 | | | $ | (591 | ) | | | | | | | | |
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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 NOK. 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. 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. This instrument locks 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, 2014 (currency in thousands): |
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Foreign Currency Derivatives | | Number of Instruments | | Notional | | Fair Value at | | | | | | | | |
Amount | March 31, 2014 (a) | | | | | | | | |
Designated as Cash Flow Hedging Instruments | | | | | | | | | | | | | | |
Foreign currency forward contracts (b) | | 48 | | € | 18,335 | | | $ | (187 | ) | | | | | | | | |
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Foreign currency forward contracts (c) | | 19 | | kr | 47,540 | | | (104 | ) | | | | | | | | |
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| | | | | | $ | (291 | ) | | | | | | | | |
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(a) | Fair value amounts are based on the applicable exchange rate of the euro or the NOK as applicable at March 31, 2014. | | | | | | | | | | | | | | | | | |
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(b) | On January 16, 2014 and March 31, 2014, we entered into a series of forward contracts to exchange euro for U.S. dollars for each quarter through April 2020, which was intended to protect our then projected revenue collections against possible exchange rate fluctuations in the euro. | | | | | | | | | | | | | | | | | |
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(c) | On February 27, 2014, in conjunction with our Siemens investment (Note 4), we entered into a series of forward contracts to exchange NOK for U.S. dollars for each quarter through January 2019, which was intended to protect our then projected revenue collections from this investment against possible exchange rate fluctuations in NOK. | | | | | | | | | | | | | | | | | |
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Other |
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Amounts reported in Other comprehensive loss related to our interest rate swap will be reclassified to Interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to Other income and (expenses) when the hedged foreign currency proceeds from foreign operations are repatriated to the U.S. At March 31, 2014, we estimate that an additional $0.6 million will be reclassified as interest expense and other income during the next 12 months. |
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We measure our credit exposure on a counterparty basis as the positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of March 31, 2014. At March 31, 2014, we did not have any credit exposure with a counterparty. |
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Portfolio Concentration Risk |
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Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We currently have concentrations of credit risk in our portfolio as we have a limited number of investments. We intend to regularly monitor our portfolio to assess potential concentrations of credit risk as we make additional investments. As we invest the proceeds of our initial public offering, we will seek to ensure that our portfolio is reasonably well diversified and does not contain any unusual concentration of credit risks. At March 31, 2014, our net lease portfolio, which excludes our self-storage facilities, had the following significant property and lease characteristics (percentages based on the percentage of our annualized contractual minimum base rent for the first quarter of 2014), which does contain concentrations in excess of 10% in certain areas, as follows: |
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• | 40% related to domestic properties, which include concentrations in Texas and Illinois of 17% and 14%, respectively; | | | | | | | | | | | | | | | | | |
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• | 60% related to international properties, which include concentrations in Poland, Croatia, and Norway of 26%, 19%, and 15%, respectively; | | | | | | | | | | | | | | | | | |
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• | 59% related to office properties, 19% related to retail properties, and 14% related to warehouse/distribution properties; and | | | | | | | | | | | | | | | | | |
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• | 25% related to the banking industry, 19% related to the grocery industry, 18% related to the insurance industry, 15% related to the electronics industry, and 14% related to the chemical, plastics, rubber, and glass industry. | | | | | | | | | | | | | | | | | |
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Information about Geographic Areas |
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Our portfolio is comprised of domestic and international investments. At March 31, 2014, our international investments were comprised of investments in Europe. Foreign currency exposure and risk management are discussed above. The following tables present information about our investments on a geographic basis (in thousands): |
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| | | Three Months Ended | | | | | | | | | | | |
March 31, 2014 | | | | | | | | | | | |
Domestic | | | | | | | | | | | | | | |
Revenues (a) | | | $ | 4,227 | | | | | | | | | | | | |
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Loss from continuing operations before income taxes | | | (3,978 | ) | | | | | | | | | | | |
Net income attributable to noncontrolling interests | | | (287 | ) | | | | | | | | | | | |
Net loss attributable to CPA®:18 – Global | | | (4,266 | ) | | | | | | | | | | | |
International | | | | | | | | | | | | | | |
Revenues (b) | | | $ | 2,467 | | | | | | | | | | | | |
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Loss from continuing operations before income taxes | | | (14,265 | ) | | | | | | | | | | | |
Net loss attributable to noncontrolling interests | | | 4,030 | | | | | | | | | | | | |
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Net loss attributable to CPA®:18 – Global | | | (9,971 | ) | | | | | | | | | | | |
Total | | | | | | | | | | | | | | |
Revenues | | | $ | 6,694 | | | | | | | | | | | | |
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Loss from continuing operations before income taxes | | | (18,243 | ) | | | | | | | | | | | |
Net loss attributable to noncontrolling interests | | | 3,743 | | | | | | | | | | | | |
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Net loss attributable to CPA®:18 – Global | | | (14,237 | ) | | | | | | | | | | | |
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| March 31, 2014 | | December 31, 2013 | | | | | | | | | | | |
Domestic | | | | | | | | | | | | | | |
Long-lived assets (c) (d) | $ | 222,124 | | | $ | 119,336 | | | | | | | | | | | | |
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Non-recourse debt and bonds payable | 157,949 | | | 85,060 | | | | | | | | | | | | |
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International | | | | | | | | | | | | | | |
Long-lived assets (c) (e) | $ | 238,544 | | | $ | 52,328 | | | | | | | | | | | | |
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Non-recourse debt and bonds payable | 95,216 | | | — | | | | | | | | | | | | |
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Total | | | | | | | | | | | | | | |
Long-lived assets (c) | $ | 460,668 | | | $ | 171,664 | | | | | | | | | | | | |
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Non-recourse debt and bonds payable | 253,165 | | | 85,060 | | | | | | | | | | | | |
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(a) | For the three months ended March 31, 2014, domestic revenue contains concentrations above 10% related to State Farm, ($2.1 million) and Solo Cup ($1.0 million) properties, which are located in Texas and Illinois, respectively. | | | | | | | | | | | | | | | | | |
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(b) | For the three months ended March 31, 2014, international revenue contains concentrations above 10% related to Agrokor, properties ($1.9 million) that are located in Croatia. | | | | | | | | | | | | | | | | | |
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(c) | Consists of Net investments in real estate. | | | | | | | | | | | | | | | | | |
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(d) | At March 31, 2014, domestic long-lived assets contain concentrations above 10% related to our State Farm ($95.9 million) and Solo Cup ($65.6 million) properties, which are located in Texas and Illinois, respectively. | | | | | | | | | | | | | | | | | |
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(e) | At March 31, 2014, foreign long-lived assets contain concentrations above 10% related to our Bank Pekao ($112.7 million), Siemens ($73.9 million), and Agrokor ($51.9 million) properties, which are located in Poland, Norway and Croatia, respectively. At December 31, 2013, foreign long-lived assets only pertained to our Agrokor properties located in Croatia. | | | | | | | | | | | | | | | | | |