UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________.
COMMISSION FILE NUMBER: 333-106838
__________________________
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL
INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 80-0067704
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
50 ROCKEFELLER PLAZA 10020
NEW YORK, NEW YORK 10020 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBERS:
INVESTOR RELATIONS (212) 492-8920
(212) 492-1100
__________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
__________________________
CPA(R):16-Global has SHARES OF COMMON STOCK registered pursuant to Section 12(g)
of the Act.
CPA(R):16-Global HAS NO SECURITIES registered on any exchanges.
CPA(R):16-Global (1) has filed all reports required by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].
CPA(R):16-Global has no active market for common stock at May 6, 2004.
CPA(R):16-Global has 14,494,705 shares of common stock, $.001 par value
outstanding at May 6, 2004.
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
INDEX
Page No.
--------
PART I
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, as of March 31, 2004
and December 31, 2003 2
Condensed Consolidated Statement of Operations for the three months
ended March 31, 2004 3
Condensed Consolidated Statement of Cash Flows for the three months
ended March 31, 2004 4
Notes to Condensed Consolidated Financial Statements 5-8
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-10
Item 3. - Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. - Controls and Procedures 11
PART II - Other Information
Item 2(d). - Use of Proceeds of Registered Offering 12
Item 4. - Submission of Matters to a Vote of Security Holders 12
Item 6. - Exhibits and Reports on Form 8-K 12
Signatures 13
* The summarized condensed consolidated financial statements contained herein
are unaudited; however, in the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have been
included.
-1-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
PART I
Item 1. - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2004 December 31, 2003
-------------- -----------------
(Unaudited) (Note)
------------ ------------
ASSETS:
Cash and cash equivalents $ 78,650,175 $ 169,762
Equity investments 1,714 1,678
Deferred offering costs 1,753,150 1,028,804
Due from affiliates -- 30,000
------------ ------------
Total assets $ 80,405,039 $ 1,230,244
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Due to affiliates $ 1,767,150 $ 1,044,473
Dividends payable 369,524 --
Accounts payable and accrued expenses 82,470 27,422
------------ ------------
Total liabilities 2,219,144 1,071,895
------------ ------------
Commitments and contingencies
Shareholders' equity:
Common stock, $.001 par value; authorized 110,000,000 shares;
8,632,804 and 20,000 shares issued and outstanding at March 31, 2004
and December 31, 2003 8,633 20
Additional paid-in capital 78,621,440 199,980
Dividend in excess of accumulated earnings (444,178) (41,651)
------------ ------------
Total shareholders' equity 78,185,895 158,349
------------ ------------
Total liabilities and shareholders' equity $ 80,405,039 $ 1,230,244
============ ============
The accompanying notes are an integral part of the condensed
consolidated financial statements.
Note: The balance sheet at December 31, 2003 has been derived from the audited
consolidated financial statements at that date.
-2-
CONDENSED CONSOLIDATED STATEMENT of OPERATIONS (UNAUDITED)
Three Months Ended
March 31, 2004
--------------
Revenues: $ --
Operating expenses:
General and administrative $ 126,884
-----------
Loss before other interest income and income from
equity investments (126,884)
Other interest income 93,845
Income from equity investments 36
-----------
Net loss $ (33,003)
===========
Basic and diluted loss per share $ (0.01)
===========
Weighted average shares outstanding - basic and diluted 3,321,413
===========
Note: The Company was formed on June 5, 2003.
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-3-
CONDENSED CONSOLIDATED STATEMENT of CASH FLOWS (UNAUDITED)
Three Months Ended
March 31, 2004
Cash flows from operating activities:
Net loss $ (33,003)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity income (36)
Decrease in due from affiliates 30,000
Increase in accounts payable and accrued expenses 55,048
------------
Net cash provided by operating activities 52,009
------------
Cash flows from investing activities:
Acquisition of equity investment (1,669)
------------
Net cash used in investing activities (1,669)
------------
Cash flows from financing activities:
Proceeds from issuance of stock, net of costs of raising capital 78,430,073
------------
Net cash provided by financing activities 78,430,073
------------
Net increase in cash and cash equivalents 78,480,413
Cash and cash equivalents, beginning of period 169,762
------------
Cash and cash equivalents, end of period $ 78,650,175
============
(a) Net decrease in due to affiliates excludes amounts related to the raising
of capital (financing activities) pursuant to the Company's public
offering. At March 31, 2004, the amount due to the Company's advisor for
such costs was $1,753,150.
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-4-
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements of
Corporate Property Associates 16-Global Incorporated (the "Company") have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Article 10 of Regulation S-X of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the results of the interim period presented
have been included. The results of operations for the interim period are not
necessarily indicative of results for the full year. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.
Note 2. Organization and Offering:
The Company was formed on June 5, 2003 under the General Corporation Law of
Maryland for the purpose of engaging in the business of investing in and owning
property net leased to creditworthy corporations and other creditworthy
entities. Subject to certain restrictions and limitations, the business of the
Company is managed by W. P. Carey & Co. LLC (the "Advisor"). On June 12, 2003,
the Advisor purchased 20,000 shares of common stock for $200,000 as the initial
shareholder of the Company.
A maximum of 110,000,000 shares of common stock are being offered to the public
(the "Offering") on a "best efforts" basis by Carey Financial Corporation
("Carey Financial"), a wholly-owned subsidiary of the Advisor, and selected
other dealers at a price of $10 per share. During the quarter ended March 31,
2004, the Company issued 8,612,804 shares ($86,128,037) and has issued an
additional 5,861,901 shares ($58,619,010) since March 31, 2004, pursuant to its
offering. The Company intends to invest the net proceeds of the Offering in
properties, as described in the prospectus of the Company. The Company has also
registered up to 50,000,000 shares for a dividend reinvestment plan.
Note 3. Agreements and Transactions with Related Parties:
Pursuant to the Advisory Agreement, the Advisor performs certain services for
the Company including the identification, evaluation, negotiation, purchase and
disposition of property, the day-to-day management of the Company and the
performance of certain administrative duties. The Advisory Agreement between the
Company and the Advisor provides that the Advisor will receive asset management
and performance fees, each of which are -1/2 of 1% of Average Invested Assets,
as defined in the Advisory Agreement. The performance fee is subordinated to the
Preferred Return, as defined in the Advisory Agreement. The asset management and
performance fees will be payable in cash or restricted stock at the option of
the Advisor. In connection with the day-to-day operations, the Advisor will also
be reimbursed for the actual cost of personnel needed to provide administrative
services to the operation of the Company. There were no fees or reimbursements
incurred by the Company for the three-month period ended March 31, 2004.
In connection with structuring and negotiating acquisitions and related mortgage
financing on behalf of the Company, the Advisory Agreement provides for
acquisition fees of not more than 4.5%, based on the aggregate cost of
properties acquired of which 2% will be deferred and payable in equal annual
installment over three years with payment subordinated to the Preferred Return.
Unpaid installments bear interest at an annual rate of 5%. The Company will also
pay the Advisor an allowance of 0.5% of the cost of properties in consideration
for the Advisor's payment of acquisition expenses.
-5-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Commitments and Contingencies:
The Company is liable for certain expenses of the offerings described in each
prospectus associated with such offerings, which include filing, legal,
accounting, printing and escrow fees, which are to be deducted from the gross
proceeds of the offering. The Company is reimbursing Carey Financial or one of
its affiliates for expenses (including fees and expenses of its counsel) and for
the costs of any sales and information meetings of Carey Financial's employees
or those of one of its affiliates relating to the offering. Total underwriting
compensation with respect to the offering may not exceed 10% of gross proceeds
of the offering. The Advisor has agreed to be responsible for the payment of (i)
organization and offering expenses (excluding selling commissions to Carey
Financial with respect to shares sold by selected dealers) which exceed 4% of
the gross proceeds of each offering and (ii) organization and offering expenses
(including selling commissions, fees and fees paid and expenses reimbursed to
selected dealers) which exceed 15% of the gross proceeds of each offering. The
total costs paid by the Advisor were $2,910,484 through March 31, 2004, of which
the Company has reimbursed $1,277,334. Unpaid costs are included in due to
affiliates in the accompanying condensed consolidated financial statements.
Note 5. Equity Investments:
In December 2003, the Company purchased a 0.01% interest as a limited partner in
a limited partnership which purchased a property and entered into a net lease
with Actuant Corporation which is being accounted for under the equity method of
accounting. Pursuant to the limited partnership agreement, the Company has an
obligation to purchase, on or before December 31, 2005, an additional 49.99% in
the limited partnership from Corporate Property Associates 15 Incorporated
("CPA(R):15"), an affiliate, which owns the remaining interests in the limited
partnership.
Summarized combined financial information of the equity investee is as follows:
March 31, 2004 December 31, 2003
-------------- -----------------
Assets (primarily real estate) $16,995,461 $17,574,674
Liabilities 746,435 634,812
Partners' and members' equity 16,249,026 16,939,862
Three Months Ended
March 31, 2004
--------------
Revenues (primarily rental revenues) $ 362,290
Expenses (2,772)
---------
Net income $ 359,518
=========
Note 6. Dividends Payable:
A dividend of $0.001236 per share per day in the period from January 1, 2004
through March 31, 2004 ($369,524) was declared in March 2004 and paid in April
2004.
-6-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Accounting Pronouncements:
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others," ("FIN 45")
which changes the accounting for, and disclosure of certain guarantees.
Beginning with transactions entered into after December 31, 2002, certain
guarantees are required to be recorded at fair value, which is different from
prior practice, under which a liability was recorded only when a loss was
probable and reasonably estimable. In general, the change applies to contracts
or indemnification agreements that contingently require the Company to make
payments to a guaranteed third-party based on changes in an underlying asset,
liability, or an equity security of the guaranteed party. The adoption of the
accounting provisions of FIN did not have a material effect on the Company's
financial statements.
In December 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," which amends SFAS No. 123, Accounting for Stock Based Compensation.
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock based compensation (i.e.,
recognition of a charge for issuance of stock options in the determination of
income.). However, SFAS No. 148 does not permit the use of the original SFAS No.
123 prospective method of transition for changes to the fair value based method
made in fiscal years beginning after December 15, 2003. In addition, this
Statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock based employee compensation, description of
transition method utilized and the effect of the method used on reported
results. The transition and annual disclosure provisions for valuing stock-based
compensation of SFAS No. 148 are to be applied for fiscal years ending after
December 15, 2002. The Company does not have any employees nor any stock-based
compensation plans. Accordingly, adoption of SFAS No. 148 did not impact the
Company.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), the primary objective of which is to
provide guidance on the identification of entities for which control is achieved
through means other than voting rights ("variable interest entities" or "VIEs")
and to determine when and which business enterprise should consolidate the VIE
(the "primary beneficiary"). In December 2003, the FASB issued a revised FIN 46
which modifies and clarifies various aspects of the original Interpretation. FIN
46 applies when either (1) the equity investors (if any) lack one or more of the
essential characteristics of controlling financial interest, (2) the equity
investment at risk is insufficient to finance that entity's activities without
additional subordinated financial support or (3) the equity investors have
voting rights that are not proportionate to their economic interest. In addition
FIN 46 requires additional disclosures. The adoption of FIN 46 did not have a
material impact on the financial statements.
On April 30, 2003, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging under SFAS No. 133. The changes in the statement
improve financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. In particular, the statement (1)
clarifies under what circumstances a contract with an initial net investment
meets the characteristics of a derivative instrument discussed in paragraph 6(b)
of SFAS No. 133, (2) clarifies when a derivative contains a financing component,
(3) amends the definition of an underlying to conform it to language used in FIN
45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others", and (4) amends certain
other existing pronouncements. SFAS No. 149 is generally effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The adoption of SFAS No. 149 did not have a
material effect on the financial statements.
On May 30, 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for the classification and measurement of
certainto classify as liabilities certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). In particular, it requires that mandatorily
redeemable financial instruments be classified as liabilities and reported at
fair value and that changes in their fair values be reported as interest cost.
-7-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
This statement was effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective for the Company as of July 1,
2003. On November 7, 2003, the FASB indefinitely deferred the classification and
measurement provisions of SFAS No. 150 as they apply to certain mandatorily
redeemable non-controlling interests entered into before November 5, 2003. This
deferral is expected to remain in effect while these provisions are further
evaluated by the FASB. Based on the FASB's deferral of this provision, the
adoption of SFAS No. 150 did not have a material effect on the Company's
financial statements.
Note 8. Subsequent Events:
A. On April 29, 2004, the Company, along with two affiliates, CPA(R):15 and
Corporate Property Associates 14 Incorporated, through a limited partnership
in which the Company owns an approximate 31% limited partnership interest,
purchased 78 retail self-storage and truck rental facilities and entered into
master lease agreements with two lessees that operate the facilities under
the U-Haul brand name. The self-storage facilities are leased to Mercury
Partners, LP, ("Mercury"), and the truck rental facilities are leased to
U-Haul Moving Partners, Inc., ("U-Haul"). The total cost of the facilities
was $312,445,026. In connection with the purchase, the limited partnership
obtained $183,000,000 of limited recourse mortgage financing collateralized
by the properties and lease assignments. The loan, which matures in May 2014
provides for monthly payments of principal and interest of $1,229,804 at an
annual interest rate of 6.449% and a 25-year amortization schedule.
The Mercury lease has an initial term of 20 years with two 10-year renewal
options and provides for annual rent of $18,551,115. The U-Haul lease has an
initial term 10 years with two 10-year renewal options and provides for
annual rent of $9,990,000. In the event that U-Haul does not renew its lease,
Mercury will assume the lease obligation for the truck rental facilities.
Each lease provides for rent increases every five years based on a formula
indexed to the Consumer Price Index.
B. On May 5, 2004, the Company purchased land and buildings in Leeds, England
for L15,086,746 (approximately $27,129,000 based on the exchange rate on the
date of purchase) and entered into a net lease with Polestar Petty Ltd. The
lease has an initial term through May 2029 and will provide an initial annual
rent of L1,179,496 (approximately $2,121,000) with annual increases of 2.5%.
In connection with the purchase, the Company obtained a limited recourse
mortgage loan of L10,500,000 (approximately $18,881,000) which matures in May
2014.
-8-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following discussion and analysis of financial condition and results of
operations of Corporate Property Associates 16 - Global Incorporated
("CPA(R):16-Global") should be read in conjunction with the condensed
consolidated financial statements and notes thereto as of March 31, 2004
included in this quarterly report and CPA(R):16-Global's Annual Report on Form
10-K for the period from inception (June 5, 2003) to December 31, 2003. The
following discussion contains forward-looking statements. Forward looking
statements, which are based on certain assumptions, describe future plans,
strategies and expectations of CPA(R):16-Global. Forward-looking statements
discuss matters that are not historical facts. Because they discuss future
events or conditions, forward-looking statements may include words such as
"anticipate", "believe", "expect", "estimate", "intend", "could", "should",
"would", "may", or similar expressions. Do not unduly rely on forward looking
statements. They give CPA(R):16-Global's expectations about the future and are
not guarantees, and speak only as of the date they are made. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievement of CPA(R):16-Global to be
materially different from the results of operations or plan expressed or implied
by such forward looking statements. The risk factors are fully described in Item
1 of the Annual Report on Form 10-K for the year ended December 31, 2003.
Accordingly, such information should not be regarded as representations by
CPA(R):16-Global that the results or conditions described in such statements or
objectives and plans of CPA(R):16-Global will be achieved. Additionally, a
description of CPA(R):16-Global's critical accounting estimates is included in
the management's discussion and analysis in the Annual Report on Form 10-K.
There has been no significant change in such critical accounting estimates.
CPA(R):16-Global was formed in June 2003 and is using the proceeds from its
initial public offering of its common stock along with limited recourse mortgage
financing to purchase properties and, in most cases, enter into long-term net
leases with corporate lessees. In December 2003, CPA(R):16-Global commenced a
"best efforts" public offering to raise up to $1,100,000,000. As of March 31,
2004, CPA(R):16-Global had raised approximately $86,128,000 from its public
offering. CPA(R):16-Global intends to structure its net leases to place certain
economic burdens of ownership on these corporate lessees by requiring them to
pay the costs of maintenance and repair, insurance and real estate taxes. When
possible, CPA(R):16-Global expects to negotiate guarantees of the lease
obligations from parent companies. CPA(R):16-Global expects to negotiate leases
that provide for periodic rent increases that are stated or based on increases
in the Consumer Price Index or, for retail properties, may provide for
additional rents based on sales in excess of a specified base amount.
CPA(R):16-Global will likely acquire interests in real estate through joint
ventures with affiliates who have similar investment objectives as
CPA(R):16-Global. These jointly-owned investments will also enter into net
leases on a single-tenant basis.
CPA(R):16-Global intends to qualify as a real estate investment trust ("REIT")
for federal income tax purposes. If CPA(R):16-Global qualifies as a REIT, it
will not be subject to federal income taxes on amounts distributed to
shareholders provided CPA(R):16-Global meets certain conditions including
distributing at least 90% of its REIT taxable income to shareholders.
CPA(R):16-Global's objectives are to pay quarterly distributions at an
increasing rate, to increase equity in CPA(R):16-Global's real estate through
regular mortgage principal payments and to own a diversified portfolio of
net-leased real estate that will increase in value.
Results of Operations
For the period ended March 31, 2004, CPA(R):16 - Global incurred a net loss of
$33,003. CPA(R):16 - Global is newly formed and its revenues consisted solely of
interest income on money market investments. The results are not representative
of future periods.
In December 2003, CPA(R):16 - Global purchased a de minimus interest in a
limited partnership which net leases a property to Actuant Corporation in
Germany with an affiliate which is being accounted for under the equity method
of accounting. CPA(R):16 - Global has an obligation, on or before December 31,
2005, to increase its ownership interest to 50%. CPA(R):16-Global intends to
purchase its remaining interest in the second quarter of 2004 when the mortgage
financing on the Actuant property is expected to be completed. After increasing
its ownership interest to 50% and placing a limited recourse loan on the Actuant
property, CPA(R):16 - Global's share of annual cash flow (rent
-9-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
less debt service) from the investment will be approximately $270,000, subject
to fluctuations in foreign currency exchange rates.
In April 2004, CPA(R):16 - Global has acquired, an approximate 31% interest in
78 retail self-storage and truck rental facilities located throughout the United
States and operated under the U-Haul brand name. CPA(R):16 - Global contributed
approximately $40,000,000 towards the total purchase price of the facilities of
$312,445,000, of which $183,000,000 was financed with limited recourse mortgage
debt. CPA(R):16 - Global's share of annual cash flow is expected to be
approximately $4,240,000. In May 2004, CPA(R):16 purchased a property in Leeds,
England and entered into a net lease with Polestar Petty Ltd. Annual rents are
approximately $2,121,000 before debt service on the mortgage loan.
CPA(R):16 - Global anticipates making substantial investments in net lease real
estate over the next several years. As the asset base increases, revenues and
expenses will increase substantially.
Financial Condition
For the three-month period ended March 31, 2004, $52,009 of net cash was
provided from operating activities. Investing activities included
CPA(R):16-Global reimbursing $1,669 to Corporate Property Associates 15
Incorporated for advancing the funding for the initial purchase of its .01%
ownership interest in the Actuant limited partnership completed in December
2003. Cash provided from financing activities consisted of CPA(R):16-Global
raising $78,430,073, net of costs, in connection with its "best efforts" public
offering.
In 2003, CPA(R):16-Global commenced a "best efforts" public offering of stock to
sell up to 110,000,000 shares of common stock at an offering price of $10 per
share. From January 1, 2004 through May 6, 2004, 14,474,705 shares
($144,747,050) have been issued. CPA(R):16-Global intends to use these proceeds,
net of the costs of raising capital and establishing and maintaining cash
balances necessary to support operations, along with limited recourse mortgage
financing to purchase properties. CPA(R):16-Global intends to obtain limited
recourse financing ranging from approximately 50% to 60% of the purchase cost
for its domestic properties and 70% to 80% for its foreign properties.
CPA(R):16-Global will use limited recourse financing as a substantial portion of
its long-term financing because a lender of a limited recourse mortgage loan has
recourse only to the properties collateralizing its loan and not to any of
CPA(R):16-Global's other assets. CPA(R):16-Global does not currently plan on
seeking additional sources of financing such as an unsecured line of credit;
however, its financing strategies could change in the future. CPA(R):16-Global
anticipates that its cash flow generated from operations and equity investments
will meet its liquidity requirements. There is no assurance that the offering
will be fully subscribed. One of CPA(R):16-Global's objectives is to fully fund
dividends at an increasing rate and principal payments on limited recourse
mortgage debt from its cash flow from operations and equity investments. As
CPA(R):16-Global raises additional capital and invests such proceeds in real
estate, cash flow from operations and dividends will increase substantially.
CPA(R):16-Global paid its first dividend of $369,524 in April 2004.
OFF-BALANCE SHEET ARRANGEMENTS, GUARANTEES AND AGGREGATE CONTRACTUAL AGREEMENTS:
CPA(R):16-Global has an obligation to purchase an additional 49.99% in a limited
partnership which it owns with an affiliate and which leases real estate to
Actuant Corporation. The amount to be paid will be determined after the limited
partnership obtains mortgage financing.
-10-
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 31, 2004, CPA(R):16-Global had no material exposure to market risk.
Market risk is the exposure to loss resulting from changes in interest rates,
credit spreads, foreign currency exchange rates and equity prices. In pursuing
CPA(R):16-Global's business plan, the primary market risks to which
CPA(R):16-Global are exposed are interest rate risk and currency exchange rates.
The value of CPA(R):16-Global's real estate will be subject to fluctuations
based on changes in interest rates, local and regional economic conditions and
changes in the creditworthiness of lessees, and this may affect
CPA(R):16-Global's ability to refinance our debt when balloon payments are
scheduled.
CPA(R):16-Global has foreign operations. CPA(R):16-Global; therefore, is subject
to foreign currency exchange risk from the effects of exchange rate movements of
foreign currencies and this may affect future income, costs and cash flows.
CPA(R):16-Global's initial foreign currency exchange exposures are to the Euro
and the British Pound. CPA(R):16-Global has not entered into any foreign
currency forward exchange contracts or other derivative financial instruments to
hedge the effects of adverse fluctuations in foreign currency exchange rates.
Item 4. - CONTROLS AND PROCEDURES
The Co-Chief Executive Officers and Chief Financial Officer of the Company have
conducted a review of the Company's disclosure controls and procedures as of
March 31, 2004.
The Company's disclosure controls and procedures include the Company's controls
and other procedures designed to ensure that information required to be
disclosed in this and other reports filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act") is accumulated and communicated to the
Company's management, including its Co-Chief Executive Officers and Chief
Financial Officer, to allow timely decisions regarding required disclosure and
to ensure that such information is recorded, processed, summarized and reported,
within the required time periods.
Based upon this review, the Company's Co-Chief Executive Officers and Chief
Financial Officer have concluded that the Company's disclosure controls (as
defined in Rule 13a-14(c) promulgated under the Exchange Act) are sufficiently
effective to ensure that the information required to be disclosed by the Company
in the reports it files under the Exchange Act is recorded, processed,
summarized and reported with adequate timeliness.
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CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
PART II
Item 2d. - USE OF PROCEEDS OF REGISTERED OFFERING
Pursuant to Rule 701 of Regulation S-K, the use of proceeds from the Company's
offering of common stock which commenced in December 2003 (File #333-106838) is
as follows as of March 31, 2004:
Shares registered: 110,000,000
Aggregate price of offering amount registered: $1,100,000,000
Shares sold: 8,632,804
Aggregated offering price of amount sold: $ 86,328,040
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: $ --
Direct or indirect payments to others: $ 7,697,914
Net offering proceeds to the issuer after deducting expenses: $ 78,630,126
Purchases of real estate and equity investments: $ 1,669
Temporary investments in cash and cash equivalents: $ 78,628,457
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended March 31, 2004, no matters were submitted to a
vote of Security Holders.
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
31.1 Certification of Co-Chief Executive Officers
31.2 Certification of Chief Financial Officer
32.1 Certification of Co-Chief Executive Officers Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
During the quarter ended March 31, 2004, the Company furnished a
report on Form 8-K dated March 25, 2004 under Item 9, "Regulation
FD Disclosure" with respect to its declaration of dividends.
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CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 16-GLOBAL INCORPORATED
5/6/2004 By: /s/ John J. Park
------------ -------------------------------------
Date John J. Park
Managing Director and
Chief Financial Officer
(Principal Financial Officer)
5/6/2004 By: /s/ Claude Fernandez
------------ -------------------------------------
Date Claude Fernandez
Managing Director and
Chief Accounting Officer
(Principal Accounting Officer)
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