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EX-32 - EXHIBIT 32 - CORPORATE PROPERTY ASSOCIATES 15 INC | c24636exv32.htm |
EX-31.1 - EXHIBIT 31.1 - CORPORATE PROPERTY ASSOCIATES 15 INC | c24636exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - CORPORATE PROPERTY ASSOCIATES 15 INC | c24636exv31w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - CORPORATE PROPERTY ASSOCIATES 15 INC | Financial_Report.xls |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
or
o | 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: 000-50249
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland | 52-2298116 | |
(State of incorporation) | (I.R.S. Employer Identification No.) | |
50 Rockefeller Plaza | ||
New York, New York | 10020 | |
(Address of principal executive office) | (Zip Code) |
Investor Relations (212) 492-8920
(212) 492-1100
(Registrants telephone numbers, including area code)
(212) 492-1100
(Registrants telephone numbers, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such 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. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Registrant has 130,927,665 shares of common stock, $0.001 par value, outstanding at November 4,
2011.
INDEX
Forward-Looking Statements
This Quarterly Report on Form 10-Q (the Report), including Managements Discussion and Analysis
of Financial Condition and Results of Operations in Item 2 of Part I of this Report, contains
forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words believe, project, expect, anticipate,
estimate, intend, strategy, plan, may, should, will, would, will be, will
continue, will likely result, and similar expressions. It is important to note that our actual
results could be materially different from those projected in such forward-looking statements. You
should exercise caution in relying on forward-looking statements as they involve known and unknown
risks, uncertainties and other factors that may materially affect our future results, performance,
achievements or transactions. Information on factors which could impact actual results and cause
them to differ from what is anticipated in the forward-looking statements contained herein is
included in this Report as well as in our other filings with the Securities and Exchange Commission
(the SEC), including but not limited to those described in Item 1A. Risk Factors in our Annual
Report on Form 10-K for the year ended December 31, 2010 as filed with the SEC on March 31, 2011
(the 2010 Annual Report). We do not undertake to revise or update any forward-looking statements.
Additionally, a description of our critical accounting estimates is included in the Managements
Discussion and Analysis of Financial Condition and Results of Operations section of our 2010 Annual
Report. There has been no significant change in our critical accounting estimates.
CPA®:15 9/30/2011 10-Q 1
Table of Contents
PART I
Item 1. | Financial Statements |
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share amounts)
(in thousands, except share amounts)
September 30, 2011 | December 31, 2010 | |||||||
Assets |
||||||||
Investments in real estate: |
||||||||
Real estate, at cost (inclusive of amounts attributable to consolidated variable
interest entities (VIEs) of $7,861 and $7,861, respectively) |
$ | 2,041,750 | $ | 2,091,380 | ||||
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of
$1,296 and $1,167, respectively) |
(331,426 | ) | (298,531 | ) | ||||
Net investments in properties |
1,710,324 | 1,792,849 | ||||||
Net investments in direct financing leases |
301,592 | 323,166 | ||||||
Equity investments in real estate |
189,915 | 181,000 | ||||||
Assets held for sale |
| 739 | ||||||
Net investments in real estate |
2,201,831 | 2,297,754 | ||||||
Cash and cash equivalents (inclusive of amounts attributable to consolidated
VIEs of $1,165 and $561, respectively) |
135,810 | 104,673 | ||||||
Intangible assets, net (inclusive of amounts attributable to consolidated VIEs of
$605 and $645, respectively) |
149,262 | 163,610 | ||||||
Other assets, net (inclusive of amounts attributable to consolidated VIEs of
$671 and $833, respectively) |
126,810 | 128,018 | ||||||
Total assets |
$ | 2,613,713 | $ | 2,694,055 | ||||
Liabilities and Equity |
||||||||
Liabilities: |
||||||||
Non-recourse debt (inclusive of amounts attributable to consolidated VIEs of
$4,330 and $4,480, respectively) |
$ | 1,436,698 | $ | 1,494,600 | ||||
Accounts payable, accrued expenses and other liabilities (inclusive of amounts
attributable to consolidated VIEs of $286 and $271, respectively) |
40,498 | 40,587 | ||||||
Prepaid and deferred rental income and security deposits (inclusive of amounts
attributable to consolidated VIEs of $131 and $63, respectively) |
66,541 | 65,443 | ||||||
Due to affiliates |
13,614 | 16,003 | ||||||
Distributions payable |
23,796 | 23,333 | ||||||
Total liabilities |
1,581,147 | 1,639,966 | ||||||
Commitments and contingencies (Note 9) |
||||||||
Equity: |
||||||||
CPA®:15 shareholders equity: |
||||||||
Common stock $0.001 par value 240,000,000 shares authorized
146,888,672 and 144,680,751 shares issued and outstanding, respectively |
147 | 145 | ||||||
Additional paid-in capital |
1,368,640 | 1,346,230 | ||||||
Distributions in excess of accumulated earnings |
(361,540 | ) | (330,380 | ) | ||||
Accumulated other comprehensive loss |
(8,216 | ) | (10,099 | ) | ||||
Less, treasury stock at cost, 16,352,872 and 16,191,899 shares, respectively |
(172,137 | ) | (170,580 | ) | ||||
Total CPA®:15 shareholders equity |
826,894 | 835,316 | ||||||
Noncontrolling interests |
205,672 | 218,773 | ||||||
Total equity |
1,032,566 | 1,054,089 | ||||||
Total liabilities and equity |
$ | 2,613,713 | $ | 2,694,055 | ||||
See Notes to Consolidated Financial Statements.
CPA®:15 9/30/2011 10-Q 2
Table of Contents
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
(in thousands, except share and per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
||||||||||||||||
Rental income |
$ | 56,171 | $ | 55,841 | $ | 169,710 | $ | 170,247 | ||||||||
Interest income from direct financing leases |
10,816 | 7,316 | 24,998 | 22,137 | ||||||||||||
Other operating income |
1,753 | 1,647 | 5,304 | 4,716 | ||||||||||||
68,740 | 64,804 | 200,012 | 197,100 | |||||||||||||
Operating Expenses |
||||||||||||||||
General and administrative |
(2,232 | ) | (1,925 | ) | (6,395 | ) | (5,959 | ) | ||||||||
Depreciation and amortization |
(14,287 | ) | (14,565 | ) | (42,979 | ) | (44,065 | ) | ||||||||
Property expenses |
(10,722 | ) | (9,723 | ) | (29,678 | ) | (29,054 | ) | ||||||||
Impairment charges |
(11,234 | ) | (3,381 | ) | (11,234 | ) | (3,381 | ) | ||||||||
Allowance for credit losses |
(1,702 | ) | | (3,059 | ) | | ||||||||||
(40,177 | ) | (29,594 | ) | (93,345 | ) | (82,459 | ) | |||||||||
Other Income and Expenses |
||||||||||||||||
Other interest income |
600 | 455 | 1,204 | 1,361 | ||||||||||||
Income (loss) from equity investments in real estate |
12,864 | (4,907 | ) | 18,813 | 3,273 | |||||||||||
Other income and (expenses) |
2,715 | 2,071 | 6,690 | (1,414 | ) | |||||||||||
Gain on deconsolidation of a subsidiary |
| 11,493 | | 11,493 | ||||||||||||
Interest expense |
(21,719 | ) | (21,831 | ) | (64,556 | ) | (66,788 | ) | ||||||||
(5,540 | ) | (12,719 | ) | (37,849 | ) | (52,075 | ) | |||||||||
Income from continuing operations before income taxes |
23,023 | 22,491 | 68,818 | 62,566 | ||||||||||||
Provision for income taxes |
(1,697 | ) | (697 | ) | (4,432 | ) | (3,352 | ) | ||||||||
Income from continuing operations |
21,326 | 21,794 | 64,386 | 59,214 | ||||||||||||
Discontinued Operations |
||||||||||||||||
Income from operations of discontinued properties |
269 | 797 | 723 | 1,714 | ||||||||||||
Gain on deconsolidation of a subsidiary |
| | 4,501 | | ||||||||||||
Gain (loss) on sale of real estate |
910 | | 2,157 | (162 | ) | |||||||||||
Loss on extinguishment of debt |
(280 | ) | | (281 | ) | | ||||||||||
Impairment charges |
| | (18,922 | ) | | |||||||||||
Income (loss) from discontinued operations |
899 | 797 | (11,822 | ) | 1,552 | |||||||||||
Net Income |
22,225 | 22,591 | 52,564 | 60,766 | ||||||||||||
Less: Net income attributable to noncontrolling interests |
(4,957 | ) | (6,228 | ) | (12,787 | ) | (21,795 | ) | ||||||||
Net Income Attributable to CPA®:15 Shareholders |
$ | 17,268 | $ | 16,363 | $ | 39,777 | $ | 38,971 | ||||||||
Earnings Per Share |
||||||||||||||||
Income from continuing operations
attributable to CPA®:15 shareholders |
$ | 0.13 | $ | 0.13 | $ | 0.35 | $ | 0.31 | ||||||||
Income (loss) from discontinued operations
attributable to CPA®:15 shareholders |
| | (0.04 | ) | | |||||||||||
Net income attributable to CPA®:15 shareholders |
$ | 0.13 | $ | 0.13 | $ | 0.31 | $ | 0.31 | ||||||||
Weighted Average Shares Outstanding |
130,230,264 | 127,681,629 | 129,643,319 | 126,974,970 | ||||||||||||
Amounts Attributable to CPA®:15 Shareholders |
||||||||||||||||
Income from continuing operations, net of tax |
$ | 16,465 | $ | 16,092 | $ | 45,251 | $ | 39,054 | ||||||||
Income (loss) from discontinued operations, net of tax |
803 | 271 | (5,474 | ) | (83 | ) | ||||||||||
Net income |
$ | 17,268 | $ | 16,363 | $ | 39,777 | $ | 38,971 | ||||||||
Distributions Declared Per Share |
$ | 0.1823 | $ | 0.1813 | $ | 0.5463 | $ | 0.5430 | ||||||||
See Notes to Consolidated Financial Statements.
CPA®:15 9/30/2011 10-Q 3
Table of Contents
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
(in thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net Income |
$ | 22,225 | $ | 22,591 | $ | 52,564 | $ | 60,766 | ||||||||
Other Comprehensive (Loss) Income |
||||||||||||||||
Foreign currency translation adjustments |
(12,499 | ) | 20,328 | 5,420 | (9,676 | ) | ||||||||||
Change in unrealized appreciation on marketable
securities |
(158 | ) | 245 | (179 | ) | 650 | ||||||||||
Change in unrealized loss on derivative instruments |
(5,476 | ) | (959 | ) | (2,667 | ) | (7,705 | ) | ||||||||
(18,133 | ) | 19,614 | 2,574 | (16,731 | ) | |||||||||||
Comprehensive income |
4,092 | 42,205 | 55,138 | 44,035 | ||||||||||||
Amounts Attributable to Noncontrolling Interests: |
||||||||||||||||
Net income |
(4,957 | ) | (6,228 | ) | (12,787 | ) | (21,795 | ) | ||||||||
Foreign currency translation adjustments |
3,293 | (5,508 | ) | (1,368 | ) | 3,411 | ||||||||||
Change in unrealized loss on derivative instruments |
1,374 | 458 | 677 | 2,568 | ||||||||||||
Comprehensive income attributable to noncontrolling interests |
(290 | ) | (11,278 | ) | (13,478 | ) | (15,816 | ) | ||||||||
Comprehensive Income Attributable to CPA®:15 Shareholders |
$ | 3,802 | $ | 30,927 | $ | 41,660 | $ | 28,219 | ||||||||
See Notes to Consolidated Financial Statements.
CPA®:15 9/30/2011 10-Q 4
Table of Contents
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
(in thousands)
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Cash Flows Operating Activities |
||||||||
Net income |
$ | 52,564 | $ | 60,766 | ||||
Adjustments to net income: |
||||||||
Depreciation and amortization, including intangible assets and deferred financing costs |
44,232 | 46,621 | ||||||
Income from equity investments in real estate (in excess of) less than distributions received |
(1,739 | ) | 5,588 | |||||
Issuance of shares to affiliate in satisfaction of fees due |
8,039 | 8,398 | ||||||
Straight-line rent and financing lease adjustments |
(1,140 | ) | 6,239 | |||||
Gain on deconsolidation of a subsidiary |
(4,501 | ) | (11,493 | ) | ||||
(Gain) loss on sale of real estate |
(2,157 | ) | 162 | |||||
Unrealized (gain) loss on foreign currency transactions and others |
(37 | ) | 288 | |||||
Realized (gain) loss on foreign currency transactions and others |
(2,513 | ) | 1,125 | |||||
Gain on extinguishment of debt |
(3,338 | ) | | |||||
Impairment charges |
30,156 | 3,381 | ||||||
Allowance for credit losses |
3,059 | | ||||||
Decrease (increase) in cash held in escrow for operating activities |
204 | (107 | ) | |||||
Net changes in other operating assets and liabilities |
1,553 | 3,604 | ||||||
Net cash provided by operating activities |
124,382 | 124,572 | ||||||
Cash Flows Investing Activities |
||||||||
Distributions received from equity investments in real estate in excess of equity income |
30,515 | 13,746 | ||||||
Capital contributions to equity investments |
(35,263 | ) | (736 | ) | ||||
VAT paid in connection with acquisition of real estate |
(695 | ) | | |||||
Capital expenditures |
(4,192 | ) | (152 | ) | ||||
Proceeds from sale of real estate |
62,665 | 6,154 | ||||||
Funds placed in escrow |
(83,862 | ) | (34,364 | ) | ||||
Funds released from escrow |
89,183 | 32,636 | ||||||
Payment of deferred acquisition fees to an affiliate |
(2,212 | ) | (3,530 | ) | ||||
Net cash provided by investing activities |
56,139 | 13,754 | ||||||
Cash Flows Financing Activities |
||||||||
Distributions paid |
(70,474 | ) | (68,568 | ) | ||||
Contributions from noncontrolling interests |
8,095 | 6,976 | ||||||
Distributions to noncontrolling interests |
(34,674 | ) | (27,394 | ) | ||||
Scheduled payments of mortgage principal |
(61,438 | ) | (65,598 | ) | ||||
Prepayments of mortgage principal |
(38,479 | ) | | |||||
Proceeds from mortgage financing |
33,000 | 5,915 | ||||||
Funds placed in escrow |
47,138 | 58,951 | ||||||
Funds released from escrow |
(46,141 | ) | (62,751 | ) | ||||
Deferred financing costs and mortgage deposits |
(394 | ) | (160 | ) | ||||
Proceeds from issuance of shares, net of issuance costs |
14,373 | 14,705 | ||||||
Purchase of treasury stock |
(1,557 | ) | (1,887 | ) | ||||
Net cash used in financing activities |
(150,551 | ) | (139,811 | ) | ||||
Change in Cash and Cash Equivalents During the Period |
||||||||
Effect of exchange rate changes on cash |
1,167 | (2,121 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
31,137 | (3,606 | ) | |||||
Cash and cash equivalents, beginning of period |
104,673 | 69,379 | ||||||
Cash and cash equivalents, end of period |
$ | 135,810 | $ | 65,773 | ||||
(continued)
CPA®:15 9/30/2011 10-Q 5
Table of Contents
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)
(Continued)
Supplemental noncash investing activities (in thousands):
During the nine months ended September 30, 2011, we deconsolidated a wholly-owned subsidiary
because we no longer had control over the activities that most significantly impact its economic
performance following possession of the property by a receiver (Note 13). Also, in August 2010, a
subsidiary in which we held interests and consolidated, modified its structure in connection with a
refinancing and subsequently began to be accounted for under the equity method (Note 6). The
following table presents the assets and liabilities of the subsidiaries on the date of
deconsolidation:
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Assets: |
||||||||
Net investments in properties |
$ | 2,721 | $ | 58,743 | ||||
Equity investments in real estate |
| (24,796 | ) | |||||
Intangible assets |
| 13,473 | ||||||
Cash and cash equivalents |
| 7 | ||||||
Other assets |
200 | 10,728 | ||||||
Total |
$ | 2,921 | $ | 58,155 | ||||
Liabilities: |
||||||||
Non-recourse debt |
$ | (6,143 | ) | $ | (32,670 | ) | ||
Accounts payable, accrued expenses and other liabilities |
(272 | ) | (4 | ) | ||||
Prepaid and deferred rental income and security deposits |
(1,007 | ) | (10,108 | ) | ||||
Noncontrolling interests |
| (26,869 | ) | |||||
Accumulated other comprehensive income |
| 3 | ||||||
Total |
$ | (7,422 | ) | $ | (69,648 | ) | ||
See Notes to Consolidated Financial Statements.
CPA®:15 9/30/2011 10-Q 6
Table of Contents
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Business and Organization
Corporate Property Associates 15 Incorporated (CPA®:15 and, together with its consolidated
subsidiaries and predecessors, we, us or our) is a publicly owned, non-listed real estate
investment trust (REIT) that invests primarily in commercial properties leased to companies
domestically and internationally. As a REIT, we are not subject to United States (U.S.) federal
income taxation as long as we satisfy certain requirements, principally relating to the nature of
our income, the level of our distributions and other factors. We earn revenue principally by
leasing the properties we own to single corporate tenants, primarily on a triple-net leased basis,
which requires the tenant to pay substantially all of the costs associated with operating and
maintaining the property. Revenue is subject to fluctuation because of the timing of new lease
transactions, lease terminations, lease expirations, contractual rent adjustments, tenant defaults
and sales of properties. At September 30, 2011, our portfolio was comprised of our full or partial
ownership interests in 321 properties, substantially all of which were triple-net leased to 76
tenants, and totaled approximately 29 million square feet (on a pro rata basis), with an occupancy
rate of approximately 96%. We were formed in 2001 and are managed by W. P. Carey & Co. LLC (WPC)
and its subsidiaries (collectively, the advisor).
Note 2. Basis of Presentation
Our interim consolidated financial statements have been prepared, without audit, in accordance with
the instructions to Form 10-Q and, therefore, do not necessarily include all information and
footnotes necessary for a fair statement of our consolidated financial position, results of
operations and cash flows in accordance with accounting principles generally accepted in the U.S.
(GAAP).
In the opinion of management, the unaudited financial information for the interim periods presented
in this Report reflects all normal and recurring adjustments necessary for a fair statement of
results of operations, financial position and cash flows. Our interim consolidated financial
statements should be read in conjunction with our audited consolidated financial statements and
accompanying notes for the year ended December 31, 2010, which are included in our 2010 Annual
Report, as certain disclosures that would substantially duplicate those contained in the audited
consolidated financial statements have not been included in this Report. Operating results for
interim periods are not necessarily indicative of operating results for an entire fiscal year.
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts
in our consolidated financial statements and the accompanying notes. Actual results could differ
from those estimates. Certain prior year amounts have been reclassified to conform to the current
year presentation.
Basis of Consolidation
The consolidated financial statements reflect all of our accounts, including those of our
majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not
attributable, directly or indirectly, to us is presented as noncontrolling interests. All
significant intercompany accounts and transactions have been eliminated.
Information about International Geographic Areas
For the periods presented, our international investments were comprised of investments in the
European Union. The following tables present information about these investments (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | 26,154 | $ | 23,752 | $ | 78,106 | $ | 72,708 |
September 30, 2011 | December 31, 2010 | |||||||
Net investments in real estate |
$ | 937,561 | $ | 908,543 |
Out-of-Period Adjustments
During the third quarter of 2011, we identified several calculation and classification errors in
the consolidated financial statements related to 2006 through 2010 and the first and second
quarters of 2011, which are primarily attributable to errors in the amortization of direct finance
lease adjustments, an overaccrual of bad debt expense and an underaccrual of tax expense. As a
result of these errors,
our net income was overstated in 2007 by $0.4 million, understated in 2010 by $2.3 million and
understated in the quarters ended March 31, 2011 and June 30, 2011 by $0.7 million and $0.5
million, respectively. We concluded these adjustments were not material to our results for any of
the prior year periods, and the quarterly periods in 2011, and as such, this cumulative change was
recorded in the statement of operations in the third quarter of 2011 as an out-of-period adjustment
of $3.1 million.
CPA®:15 9/30/2011 10-Q 7
Table of Contents
Notes to Consolidated Financial Statements
During the second quarter of 2011, we identified two errors in the consolidated financial
statements related to the years 2006 through 2010. The first error related to the recognition of
income taxes during 2008 through 2010, where the tax expenses were understated as a result of an
error in preparing foreign tax returns. The second error related to the recognition of lease
revenues in connection with an operating lease during 2006 through 2010. We concluded that these
adjustments were not material to our results for any of the prior year periods or the quarter ended
June 30, 2010, and as such, this cumulative change was recorded in the statement of operations in
the second quarter of 2011 as an out-of-period adjustment of $0.7 million.
During the first quarter of 2010, we identified an error in the consolidated financial statements
for the third and fourth quarters of 2009 related to the recognition of $0.3 million in cash
received on a note receivable in both the third and fourth quarters of 2009. As a result of this
error, net loss was understated by $0.6 million for the year ended 2009. We concluded that this
adjustment was not material to our results for the year ended December 31, 2009 or the quarter
ended March 31, 2010, and as such, this cumulative change was recorded in the statement of
operations in the first quarter of 2010 as an out-of-period adjustment.
Future Accounting Requirements
The following Accounting Standards Updates (ASUs) promulgated by the Financial Accounting
Standards Board (FASB) are applicable to us in current or future reports, as indicated:
ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs In May 2011, the FASB issued an update to Accounting Standards Codification
(ASC) 820, Fair Value Measurements. The amendments in the update explain how to measure fair
value and do not require additional fair value measurements, nor are they intended to establish
valuation standards or affect valuation practices outside of financial reporting. These new
amendments will impact the level of information we provide, particularly for level 3 fair value
measurements and the measurements sensitivity to changes in unobservable inputs, our use of a
nonfinancial asset in a way that differs from that assets highest and best use, and the
categorization by level of the fair value hierarchy for items that are not measured at fair value
in the balance sheet but for which the fair value is required to be disclosed. These amendments are
expected to impact the form of our disclosures only, are applicable to us prospectively and are
effective for our interim and annual periods beginning in 2012.
ASU 2011-05, Presentation of Comprehensive Income In June 2011, the FASB issued an update to ASC
220, Comprehensive Income. The amendments in the update change the reporting options applicable to
the presentation of other comprehensive income (OCI) and its components in the financial
statements. This update eliminates the option to present the components of OCI as part of the
statement of changes in stockholders equity. Additionally, the update requires the consecutive
presentation of the statement of net income and OCI. Finally, the update requires an entity to
present reclassification adjustments on the face of the financial statements from OCI to net
income. These amendments impact the form of our disclosures only, are applicable to us
retrospectively and are effective for our interim and annual periods beginning in 2012.
CPA®:15 9/30/2011 10-Q 8
Table of Contents
Notes to Consolidated Financial Statements
Note 3. Agreements and Transactions with Related Parties
Transactions with the Advisor
We have an advisory agreement with the advisor whereby the advisor performs certain services for us
for a fee. The agreement, which was scheduled to expire on September 30, 2011, was extended through
December 31, 2011 in connection with the advisor beginning to consider liquidity alternatives on
our behalf. See Recent Developments in Item 2. Under the terms of this agreement, the advisor
manages our day-to-day operations, for which we pay the advisor asset management and performance
fees, and structures and negotiates the purchase and sale of investments and debt placement
transactions for us, for which we pay the advisor structuring and subordinated disposition fees. In
addition, we reimburse the advisor for certain administrative duties performed on our behalf. We
also have certain agreements with joint ventures. The following tables present a summary of fees we
paid and expenses we reimbursed to the advisor in accordance with the advisory agreement (in
thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Amounts included in operating expenses: |
||||||||||||||||
Asset management fees (a) |
$ | 3,259 | $ | 3,453 | $ | 9,782 | $ | 10,375 | ||||||||
Performance fees (a) |
3,259 | 3,453 | 9,782 | 10,375 | ||||||||||||
Personnel reimbursements (b) |
890 | 837 | 2,634 | 2,551 | ||||||||||||
Office rent reimbursements (b) |
198 | 177 | 546 | 577 | ||||||||||||
$ | 7,606 | $ | 7,920 | $ | 22,744 | $ | 23,878 | |||||||||
Transaction fees incurred: |
||||||||||||||||
Current acquisition fees (c) |
$ | | $ | | $ | 861 | $ | | ||||||||
Deferred acquisition fees (c) (d) |
| | 689 | | ||||||||||||
Mortgage refinancing fees (e) |
218 | | 374 | 28 | ||||||||||||
$ | 218 | $ | | $ | 1,924 | $ | 28 | |||||||||
September 30, 2011 | December 31, 2010 | |||||||
Unpaid transaction fees: |
||||||||
Deferred acquisition fees (d) |
$ | 2,173 | $ | 3,696 | ||||
Subordinated disposition fees (f) |
7,523 | 7,249 | ||||||
Other fees due to affiliates |
3,918 | 5,058 | ||||||
$ | 13,614 | $ | 16,003 | |||||
(a) | Asset management and performance fees are included in Property expenses in the consolidated financial statements. For 2011 and 2010, the advisor elected to receive its asset management fees in cash and 80% of its performance fees in restricted shares, with the remaining 20% payable in cash. At September 30, 2011, the advisor owned 9,907,237 shares (7.6%) of our common stock. | |
(b) | Personnel and office rent reimbursements are included in General and administrative expenses in the consolidated financial statements. Based on gross revenues through September 30, 2011, our current share of future annual minimum lease payments would be $0.7 million annually through 2016. | |
(c) | Current and deferred acquisition fees were capitalized and included in the cost basis of the assets acquired. | |
(d) | We paid annual deferred acquisition fee installments of $2.2 million and $3.5 million in cash to the advisor in January 2011 and 2010, respectively. | |
(e) | Mortgage refinancing fees are capitalized and amortized over the life of the new loans. | |
(f) | These fees, which are subordinated to the performance criterion and certain other provisions included in the advisory agreement, are deferred and payable to the advisor only in connection with a liquidity event. See Recent Developments in Item 2. |
Joint Ventures and Other Transactions with Affiliates
We own interests in entities ranging from 15% to 75%, as well as jointly-controlled
tenant-in-common interests in properties, with the remaining interests generally held by
affiliates. We consolidate certain of these investments and account for the remainder under the
equity method of accounting.
CPA®:15 9/30/2011 10-Q 9
Table of Contents
Notes to Consolidated Financial Statements
Note 4. Net Investments in Properties
Net Investments in Properties
Net investments in properties, which consists of land and buildings leased to others, at cost, and
which are subject to operating leases, is summarized as follows (in thousands):
September 30, 2011 | December 31, 2010 | |||||||
Land |
$ | 423,713 | $ | 461,495 | ||||
Buildings |
1,618,037 | 1,629,885 | ||||||
Less: Accumulated depreciation |
(331,426 | ) | (298,531 | ) | ||||
$ | 1,710,324 | $ | 1,792,849 | |||||
We did not acquire any real estate assets during the nine months ended September 30, 2011.
Impairment charges recorded on net investments in properties are discussed in Note 10. Assets
disposed of during the current year period are discussed in Note 13.
Other
In connection with our prior acquisitions of properties, we have recorded net lease intangibles of
$271.4 million, which are being amortized over periods ranging from eight to 40 years. In-place
lease, tenant relationship and above-market rent intangibles are included in Intangible assets, net
in the consolidated financial statements. Below-market rent intangibles are included in Prepaid and
deferred rental income and security deposits in the consolidated financial statements. Amortization
of below-market and above-market rent intangibles is recorded as an adjustment to Lease revenues,
while amortization of in-place lease and tenant relationship intangibles is included in
Depreciation and amortization. Net amortization of intangibles, including the effect of foreign
currency translation, was $4.4 million and $5.8 million for the three months ended September 30,
2011 and 2010, respectively and $13.8 million and $17.0 million for the nine months ended September
30, 2011 and 2010, respectively.
Note 5. Finance Receivables
Assets representing rights to receive money on demand or at fixed or determinable dates are
referred to as finance receivables. Our finance receivable portfolios consist of our Net
investments in direct financing leases. Operating leases are not included in finance receivables as
such amounts are not recognized as an asset in the consolidated balance sheets.
Credit Quality of Finance Receivables
We generally seek investments in facilities that we believe are critical each tenants business and
that we believe have a low risk of tenant defaults. At December 31, 2010, none of the balances of
our finance receivables were past due and we had not established any allowances for credit losses.
During the nine months ended September 30, 2011, we established an allowance of $3.1 million for
credit losses on two direct financing leases as a result of one tenant experiencing financial
difficulties and the other tenant indicating that it will not renew its lease (Item 2).
Additionally, there have been no modifications of finance receivables. We evaluate the credit
quality of our tenant receivables utilizing an internal 5-point credit rating scale, with 1
representing the highest credit quality and 5 representing the lowest. The credit quality
evaluation of our tenant receivables was last updated in the third quarter of 2011.
CPA®:15 9/30/2011 10-Q 10
Table of Contents
Notes to Consolidated Financial Statements
A summary of our finance receivables by internal credit quality rating for the periods presented is
as follows (dollars in thousands):
Number of Tenants at | Net Investments in Direct Financing Leases at | |||||||||||||||
Internal Credit Quality Rating | September 30, 2011 | December 31, 2010 | September 30, 2011 | December 31, 2010 | ||||||||||||
1 |
2 | 2 | $ | 10,046 | $ | 36,605 | ||||||||||
2 |
6 | 8 | 52,639 | 58,653 | ||||||||||||
3 |
7 | 5 | 229,390 | 214,908 | ||||||||||||
4 |
3 | 3 | 9,517 | 13,000 | ||||||||||||
5 |
| | | | ||||||||||||
$ | 301,592 | $ | 323,166 | |||||||||||||
At September 30, 2011 and December 31, 2010, Other assets, net included $0.5 million and $1.4
million, respectively, of accounts receivable related to amounts billed under these direct
financing leases.
Note 6. Equity Investments in Real Estate
We own interests in single-tenant net lease properties leased to corporations through
noncontrolling interests (i) in partnerships and limited liability companies that we do not control
but over which we exercise significant influence and (ii) as tenants-in-common subject to common
control. Generally, the underlying investments are jointly-owned with affiliates. We account for
these investments under the equity method of accounting (i.e., at cost, increased or decreased by
our share of earnings or losses, less distributions, plus contributions and other adjustments
required by equity method accounting, such as basis differences from other-than-temporary
impairments).
The following table sets forth our ownership interests in our equity investments in real estate and
their respective carrying values. The carrying value of these ventures is affected by the timing
and nature of distributions (dollars in thousands):
Ownership Interest | Carrying Value at | |||||||||||
Lessee | at September 30, 2011 | September 30, 2011 | December 31, 2010 | |||||||||
Marriott International, Inc. |
47 | % | $ | 63,527 | $ | 65,081 | ||||||
Schuler A.G. (a) |
34 | % | 46,165 | 42,365 | ||||||||
C1000 B.V. (a) (b) |
15 | % | 16,844 | | ||||||||
Hellweg Die Profi-Baumarkte GmbH & Co. KG (a) (c) |
38 | % | 13,641 | 16,104 | ||||||||
Advanced Micro Devices (c) |
33 | % | 13,079 | 15,296 | ||||||||
The Upper Deck Company (d) |
50 | % | 10,771 | 6,656 | ||||||||
Hologic, Inc. |
64 | % | 8,402 | 8,391 | ||||||||
Waldaschaff Automotive GmbH and Wagon Automotive Nagold
GmbH (a) (e) |
33 | % | 6,064 | 6,214 | ||||||||
The Talaria Company (Hinckley) (f) |
30 | % | 4,718 | 5,568 | ||||||||
Del Monte Corporation (g) |
50 | % | 4,352 | 5,481 | ||||||||
Builders FirstSource, Inc. |
40 | % | 1,548 | 1,568 | ||||||||
PETsMART, Inc. (h) |
30 | % | 762 | 8,241 | ||||||||
SaarOTEC and Goertz & Schiele Corp. (a) |
50 | % | 42 | 35 | ||||||||
$ | 189,915 | $ | 181,000 | |||||||||
(a) | The carrying value of this investment is affected by the impact of fluctuations in the exchange rate of the Euro. | |
(b) | We acquired our tenancy-in-common interest, under which the venture is under common control by us and our venture partner, in this investment in January 2011. | |
(c) | The decrease in carrying value was primarily due to cash distributions made to us by the venture. | |
(d) | In February 2011, we made a contribution of $4.9 million to the venture to pay off its maturing mortgage loan. | |
(e) | During the third quarter of 2011, we recognized an other-than-temporary impairment charge of $0.6 million on this property. | |
(f) | During the second quarter of 2011, we recognized an other-than-temporary impairment charge of $1.1 million on this property. | |
(g) | In August 2011, the venture refinanced its existing non-recourse mortgage with new non-recourse mortgage financing and distributed the proceeds to the venture partners, of which our share was approximately $0.6 million. | |
(h) | In July 2011, the venture sold 11 of its retail properties for $74.0 million and distributed the proceeds to the venture partners, of which our share was $14.7 million. Our share of the gain was $9.6 million related to the sale of the assets. The venture still owns a distribution center. |
CPA®:15 9/30/2011 10-Q 11
Table of Contents
Notes to Consolidated Financial Statements
The following tables present combined summarized financial information of our venture properties.
Amounts provided are the total amounts attributable to the venture properties and do not represent
our proportionate share (in thousands):
September 30, 2011 | December 31, 2010 | |||||||
Assets |
$ | 1,155,660 | $ | 979,051 | ||||
Liabilities |
(681,723 | ) | (606,385 | ) | ||||
Partners/members equity |
$ | 473,937 | $ | 372,666 | ||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | 27,287 | $ | 27,477 | $ | 83,867 | $ | 84,490 | ||||||||
Expenses |
(16,951 | ) | (12,162 | ) | (52,221 | ) | (39,089 | ) | ||||||||
Impairment charges (a) |
(224 | ) | (208 | ) | (264 | ) | (8,238 | ) | ||||||||
Net income |
$ | 10,112 | $ | 15,107 | $ | 31,382 | $ | 37,163 | ||||||||
(a) | For the three months ended September 30, 2011, the amount represents an impairment charge incurred by the PETsMART, Inc. (PETsMART) venture in connection with the sale of 11 of its properties in July 2011. For the nine months ended September 30, 2011, the amount also includes an impairment charge incurred by a venture that leases property to Hellweg Die Profi-Baumarkte GmbH & Co. KG. Impairment charges for the nine months ended September 30, 2010 were incurred by a venture that leases property to the Talaria Company (Hinckley) in connection with the attempted sale of the property. |
We recognized income from equity investments in real estate of $12.9 million and a loss of $4.9
million for the three months ended September 30, 2011 and 2010, respectively, and income of $18.8
million and $3.3 million for the nine months ended September 30, 2011 and 2010, respectively.
Income (loss) from equity investments in real estate represents our proportionate share of the
income or losses of these ventures as well as certain depreciation and amortization adjustments
related to other-than-temporary impairment charges.
Equity Investment in Real Estate Acquired
In January 2011, we and our affiliate, Corporate Property Associates 17 Global Incorporated
(CPA®:17 Global), acquired a venture as a tenancy-in-common in which we and CPA®:17 Global
hold interests of 15% and 85%, respectively, which we account for under the equity method of
accounting. The venture purchased properties from C1000 B.V. (C1000), a leading Dutch supermarket
chain, for $207.6 million. Our share of the purchase price was $31.1 million, which was funded with
our existing cash resources. In connection with this transaction, the venture capitalized
acquisition-related costs and fees totaling $12.5 million, of which our share was approximately
$1.9 million. In March 2011, the venture obtained non-recourse financing totaling $98.3 million, of
which our share was approximately $14.7 million, which bears interest at a variable rate of
three-month Euro inter-bank offered rate (Euribor) plus 2% and matures in March 2013. Amounts
above are based upon the exchange rate of the Euro at the dates of acquisition and financing,
respectively.
Note 7. Fair Value Measurements
Under current authoritative accounting guidance for fair value measurements, the fair value of an
asset is defined as the exit price, which is the amount that would either be received when an asset
is sold or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. The guidance establishes a three-tier fair value hierarchy based on the
inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for
identical instruments are available in active markets, such as money market funds, equity
securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted
prices included within Level 1 that are observable for the instrument, such as certain derivative
instruments including interest rate caps
and swaps; and Level 3, for which little or no market data exists, therefore requiring us to
develop our own assumptions, such as certain securities.
CPA®:15 9/30/2011 10-Q 12
Table of Contents
Notes to Consolidated Financial Statements
Items Measured at Fair Value on a Recurring Basis
The following methods and assumptions were used to estimate the fair value of each class of
financial instrument:
Money Market Funds Our money market funds consisted of government securities and U.S. Treasury
bills. These funds were classified as Level 1 as we used quoted prices from active markets to
determine their fair values.
Other Securities and Derivative Assets Our other securities are comprised of our interest in a
commercial mortgage loan securitization and our investments in equity units in Rave Reviews
Cinemas, LLC. Our derivative assets consisted of stock warrants that were granted to us by lessees
in connection with structuring initial lease transactions. These assets are not traded in an active
market. We estimated the fair value of these assets using internal valuation models that
incorporate market inputs and our own assumptions about future cash flows. We classified these
assets as Level 3.
Derivative Liabilities Our derivative liabilities are comprised of interest rate swaps. These
derivative instruments were measured at fair value using readily observable market inputs, such as
quotations on interest rates. These derivative instruments were classified as Level 2 as these
instruments are custom, over-the-counter contracts with various bank counterparties that are not
traded in an active market.
The following tables set forth our assets and liabilities that were accounted for at fair value on
a recurring basis. Assets and liabilities presented below exclude assets and liabilities owned by
unconsolidated ventures (in thousands):
Fair Value Measurements at September 30, 2011 Using: | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Other securities |
$ | 10,240 | $ | | $ | | $ | 10,240 | ||||||||
Derivative assets |
1,720 | | | 1,720 | ||||||||||||
Total |
$ | 11,960 | $ | | $ | | $ | 11,960 | ||||||||
Liabilities: |
||||||||||||||||
Derivative liabilities |
$ | (13,046 | ) | $ | | $ | (13,046 | ) | $ | | ||||||
Total |
$ | (13,046 | ) | $ | | $ | (13,046 | ) | $ | | ||||||
Fair Value Measurements at December 31, 2010 Using: | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Money market funds |
$ | 51,229 | $ | 51,229 | $ | | $ | | ||||||||
Other securities |
10,513 | | | 10,513 | ||||||||||||
Derivative assets |
1,960 | | | 1,960 | ||||||||||||
Total |
$ | 63,702 | $ | 51,229 | $ | | $ | 12,473 | ||||||||
Liabilities: |
||||||||||||||||
Derivative liabilities |
$ | (10,378 | ) | $ | | $ | (10,378 | ) | $ | | ||||||
Total |
$ | (10,378 | ) | $ | | $ | (10,378 | ) | $ | | ||||||
CPA®:15 9/30/2011 10-Q 13
Table of Contents
Notes to Consolidated Financial Statements
Fair Value Measurements Using Significant Unobservable Inputs (Level 3 Only) | ||||||||||||||||||||||||
Three Months Ended September 30, 2011 | Three Months Ended September 30, 2010 | |||||||||||||||||||||||
Other | Derivative | Total | Other | Derivative | Total | |||||||||||||||||||
Securities | Assets | Assets | Securities | Assets | Assets | |||||||||||||||||||
Beginning balance |
$ | 10,306 | $ | 2,040 | $ | 12,346 | $ | 10,188 | $ | 1,680 | $ | 11,868 | ||||||||||||
Total gains or losses (realized and unrealized): |
||||||||||||||||||||||||
Included in earnings |
| (320 | ) | (320 | ) | | 120 | 120 | ||||||||||||||||
Included in other comprehensive income |
(158 | ) | | (158 | ) | 244 | | 244 | ||||||||||||||||
Amortization and accretion |
92 | | 92 | 8 | | 8 | ||||||||||||||||||
Ending balance |
$ | 10,240 | $ | 1,720 | $ | 11,960 | $ | 10,440 | $ | 1,800 | $ | 12,240 | ||||||||||||
The amount of total gains or losses for the period included in
earnings attributable to the change in unrealized gains or losses
relating to assets still held at the reporting date |
$ | | $ | (320 | ) | $ | (320 | ) | $ | | $ | 120 | $ | 120 | ||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3 Only) | ||||||||||||||||||||||||
Nine Months Ended September 30, 2011 | Nine Months Ended September 30, 2010 | |||||||||||||||||||||||
Other | Derivative | Total | Other | Derivative | Total | |||||||||||||||||||
Securities | Assets | Assets | Securities | Assets | Assets | |||||||||||||||||||
Beginning balance |
$ | 10,513 | $ | 1,960 | $ | 12,473 | $ | 9,865 | $ | 1,800 | $ | 11,665 | ||||||||||||
Total gains or losses (realized and unrealized): |
||||||||||||||||||||||||
Included in earnings |
| (240 | ) | (240 | ) | | | | ||||||||||||||||
Included in other comprehensive income |
(179 | ) | | (179 | ) | 650 | | 650 | ||||||||||||||||
Amortization and accretion |
(94 | ) | | (94 | ) | (75 | ) | | (75 | ) | ||||||||||||||
Ending balance |
$ | 10,240 | $ | 1,720 | $ | 11,960 | $ | 10,440 | $ | 1,800 | $ | 12,240 | ||||||||||||
The amount of total gains or losses for the period included in
earnings attributable to the change in unrealized gains or losses
relating to assets still held at the reporting date |
$ | | $ | (240 | ) | $ | (240 | ) | $ | | $ | | $ | | ||||||||||
We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the
three and nine months ended September 30, 2011 and 2010. Gains and losses (realized and unrealized)
included in earnings are reported in Other income and (expenses) in the consolidated financial
statements.
Our other financial instruments had the following carrying values and fair values as of the dates
shown (in thousands):
At September 30, 2011 | At December 31, 2010 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
Non-recourse debt |
$ | 1,436,698 | $ | 1,428,681 | $ | 1,494,600 | $ | 1,479,740 |
We determined the estimated fair value of our debt instruments using a discounted cash flow model
with rates that take into account the credit of the tenants and interest rate risk. We estimated
that our other financial assets and liabilities (excluding net investments in direct financing
leases) had fair values that approximated their carrying values at both September 30, 2011 and
December 31, 2010.
CPA®:15 9/30/2011 10-Q 14
Table of Contents
Notes to Consolidated Financial Statements
Items Measured at Fair Value on a Non-Recurring Basis
We perform an assessment, when required, of the value of certain of our real estate investments in
accordance with current authoritative accounting guidance. As part of that assessment, we determine
the valuation of these assets using widely accepted valuation techniques, including expected
discounted cash flows or an income capitalization approach, which considers prevailing market
capitalization rates. We review each investment based on the highest and best use of the investment
and market participation assumptions. We determined that the significant inputs used to value these
investments fall within Level 3. As a result of our assessments, we calculated impairment charges
based on market conditions and assumptions that existed at the time. The valuation of real estate
is subject to significant judgment and actual results may differ materially if market conditions or
the underlying assumptions change.
The following table presents information about our other assets that were measured on a fair value
basis for the periods presented. All of the impairment charges were measured using unobservable
inputs (Level 3) and were recorded based on market conditions and assumptions that existed at the
time (in thousands):
Three Months Ended September 30, 2011 | Three Months Ended September 30, 2010 | |||||||||||||||
Total Impairment | Total Impairment | |||||||||||||||
Total Fair Value | Charges or Allowance | Total Fair Value | Charges or Allowance | |||||||||||||
Measurements | for Credit Losses | Measurements | for Credit Losses | |||||||||||||
Impairment Charges and Allowance for Credit
Losses From Continuing Operations: |
||||||||||||||||
Net investments in properties |
$ | 19,250 | $ | 11,234 | $ | 21,408 | $ | 3,244 | ||||||||
Net investments in direct financing leases |
2,700 | 1,702 | | | ||||||||||||
Equity investments in real estate |
6,064 | 600 | 52,773 | 6,580 | ||||||||||||
Intangible assets |
| | 662 | 137 | ||||||||||||
$ | 28,014 | $ | 13,536 | $ | 74,843 | $ | 9,961 | |||||||||
Nine Months Ended September 30, 2011 | Nine Months Ended September 30, 2010 | |||||||||||||||
Total Impairment | Total Impairment | |||||||||||||||
Total Fair Value | Charges or Allowance | Total Fair Value | Charges or Allowance | |||||||||||||
Measurements | for Credit Losses | Measurements | for Credit Losses | |||||||||||||
Impairment Charges and Allowance for Credit
Losses From Continuing Operations: |
||||||||||||||||
Net investments in properties |
$ | 19,250 | $ | 11,234 | $ | 21,408 | $ | 3,244 | ||||||||
Net investments in direct financing leases |
4,700 | 3,059 | | | ||||||||||||
Equity investments in real estate |
10,716 | 1,708 | 60,206 | 7,150 | ||||||||||||
Intangible assets |
| | 662 | 137 | ||||||||||||
$ | 34,666 | $ | 16,001 | $ | 82,276 | $ | 10,531 | |||||||||
Impairment Charges From Discontinued Operations: |
||||||||||||||||
Net investments in properties |
$ | 31,314 | $ | 18,922 | $ | | $ | | ||||||||
$ | 31,314 | $ | 18,922 | $ | | $ | | |||||||||
Note 8. Risk Management and Use of Derivative Financial Instruments
Risk Management
In the normal course of our ongoing business operations, we encounter economic risk. There are
three main components of economic risk: interest rate risk, credit risk and market risk. We are
primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the
risk of default on our operations and 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 securities due to changes in interest rates or other
market factors. In addition, we own investments in the European Union and are subject to the risks
associated with changing foreign currency exchange rates.
CPA®:15 9/30/2011 10-Q 15
Table of Contents
Notes to Consolidated Financial Statements
Foreign Currency Exchange
We are exposed to foreign currency exchange rate movements, primarily in the Euro and, to a lesser
extent, the British Pound Sterling. We manage foreign currency exchange rate movements by generally
placing both our debt obligation to the lender and the tenants rental obligation to us in the same
currency, but 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. We may also face
challenges with repatriating cash from our foreign investments. We may encounter instances where it
is difficult to repatriate cash because of jurisdictional restrictions or because repatriating cash
may result in current or future tax liabilities. 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.
Use of Derivative Financial Instruments
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in
interest rates. 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,
that are considered to be derivative instruments. The primary risks related to our use of
derivative instruments are that a counterparty to a hedging arrangement could default on its
obligation or that the credit quality of the counterparty may be downgraded to such an extent that
it impairs our ability to sell or assign our side of the hedging transaction. 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.
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. If a derivative is designated
as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will
either be offset against the change in fair value of the hedged asset, liability, or firm
commitment through earnings or recognized in OCI until the hedged item is recognized in earnings.
The ineffective portion of a derivatives change in fair value is immediately recognized in
earnings.
The following tables set forth certain information regarding our derivative instruments for the
periods presented (in thousands):
Derivatives Designated | Balance Sheet | Asset Derivatives Fair Value at | Liability Derivatives Fair Value at | |||||||||||||||||
as Hedging Instruments | Location | September 30, 2011 | December 31, 2010 | September 30, 2011 | December 31, 2010 | |||||||||||||||
Interest rate swaps |
Accounts payable, accrued expenses and other liabilities | $ | | $ | | $ | (13,046 | ) | $ | (10,378 | ) | |||||||||
Derivatives Not Designated |
||||||||||||||||||||
as Hedging Instruments |
||||||||||||||||||||
Stock warrants |
Other assets, net | 1,720 | 1,960 | | | |||||||||||||||
Total derivatives |
$ | 1,720 | $ | 1,960 | $ | (13,046 | ) | $ | (10,378 | ) | ||||||||||
CPA®:15 9/30/2011 10-Q 16
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Notes to Consolidated Financial Statements
The following tables present the impact of derivative instruments on the consolidated financial
statements (in thousands):
Amount of Gain (Loss) Recognized | Amount of Gain (Loss) Recognized | |||||||||||||||
in OCI on Derivatives (Effective Portion) | in OCI on Derivatives (Effective Portion) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Interest rate cap |
$ | | $ | 10 | $ | | $ | (23 | ) | |||||||
Interest rate swaps (a) |
(5,476 | ) | (969 | ) | (2,667 | ) | 7,728 | |||||||||
Total |
$ | (5,476 | ) | $ | (959 | ) | $ | (2,667 | ) | $ | 7,705 | |||||
(a) | For the three months ended September 30, 2011 and 2010, losses of $1.4 million and $0.5 million, respectively, were attributable to noncontrolling interests. For the nine months ended September 30, 2011 and 2010, losses of $0.7 million and gains of $2.6 million, respectively, were attributable to noncontrolling interests. |
Amount of Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||||
Derivatives Not in Cash Flow | Location of Gain (Loss) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||
Hedging Relationships | Recognized in Income | 2011 | 2010 | 2011 | 2010 | |||||||||||||||
Stock warrants |
Other income and (expenses) | $ | (320 | ) | $ | 120 | $ | (240 | ) | $ | | |||||||||
See below for information on our purposes for entering into derivative instruments, including those
not designated as hedging instruments, and for information on derivative instruments owned by
unconsolidated ventures, which are excluded from the tables above.
Interest Rate Swaps and Caps
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 venture partners may obtain variable-rate non-recourse
mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap
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 counterpartys stream of cash flow over a specific period. The
notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit
the effective borrowing rate of variable-rate debt obligations while allowing participants to share
in downward shifts in interest rates. Our objective in using these derivatives is to limit our
exposure to interest rate movements.
The derivative instruments that we had outstanding on our consolidated ventures at September 30,
2011 were designated as cash flow hedges and are summarized as follows (dollars in thousands):
Notional | Effective | Effective | Expiration | |||||||||||||||||||||
Type | Amount | Interest Rate (a) | Date | Date | Fair Value | |||||||||||||||||||
3-Month Euribor (b) (c) |
Pay-fixed swap | $ | 138,524 | 5.6 | % | 7/2006 | 7/2016 | $ | (11,455 | ) | ||||||||||||||
3-Month Euribor (b) (c) |
Pay-fixed swap | 9,590 | 5.0 | % | 4/2007 | 7/2016 | (793 | ) | ||||||||||||||||
3-Month Euribor (b) (c) |
Pay-fixed swap | 8,925 | 5.6 | % | 4/2008 | 10/2015 | (738 | ) | ||||||||||||||||
1-Month LIBOR |
Pay-fixed swap | 3,188 | 6.5 | % | 8/2009 | 9/2012 | (60 | ) | ||||||||||||||||
$ | (13,046 | ) | ||||||||||||||||||||||
(a) | The effective interest rate represents the total of the swapped rate and the contractual margin. | |
(b) | Amounts are based upon the applicable exchange rate at September 30, 2011. | |
(c) | Notional and fair value amounts include, on a combined basis, portions attributable to noncontrolling interests totaling $39.3 million and $3.2 million, respectively. |
CPA®:15 9/30/2011 10-Q 17
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Notes to Consolidated Financial Statements
Stock Warrants
We own stock warrants that were generally granted to us by lessees in connection with structuring
initial lease transactions. These warrants are defined as derivative instruments because they are
readily convertible to cash or provide for net cash settlement upon conversion.
Embedded Credit Derivative
We own interests in certain German unconsolidated ventures that obtained non-recourse mortgage
financing for which the interest rate has both fixed and variable components. We account for these
ventures under the equity method of accounting. In connection with providing the financing, the
lenders entered into interest rate swap agreements on their own behalf through which the fixed
interest rate component on the financing was converted into a variable interest rate instrument.
Through the venture, we have the right, at our sole discretion, to prepay the debt at any time and
to participate in any realized gain or loss on the interest rate swap at that time. These
participation rights are deemed to be embedded credit derivatives. Based on valuations obtained at
both September 30, 2011 and December 31, 2010 and including the effect of foreign currency
translation, the embedded credit derivatives had a total fair value of less than $0.1 million. For
the three months ended September 30, 2011 and 2010, these derivatives generated unrealized gains of
less than $0.1 million and unrealized gains of $1.4 million, respectively. For the nine months
ended September 30, 2011 and 2010, these derivatives generated unrealized losses of less than $0.1
million and $0.7 million, respectively. Amounts provided are the total amounts attributable to the
venture and do not represent our proportionate share. Changes in the fair value of the embedded
credit derivatives are recognized in the ventures earnings.
Other
Amounts reported in OCI related to derivatives will be reclassified to interest expense as interest
payments are made on our variable-rate debt. At September 30, 2011, we estimate that an additional
$3.7 million, inclusive of amounts attributable to noncontrolling interests of $0.9 million, will
be reclassified as interest expense during the next twelve months.
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 September 30, 2011, 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
$13.7 million and $10.4 million at September 30, 2011 and December 31, 2010, respectively, which
included accrued interest but excluded any adjustment for nonperformance risk. If we had breached
any of these provisions at either September 30, 2011 or December 31, 2010, we could have been
required to settle our obligations under these agreements at their aggregate termination value of
$15.1 million or $12.3 million, respectively, inclusive of amounts attributable to noncontrolling
interests totaling $3.8 million and $3.1 million, respectively.
Portfolio Concentration Risk
Concentrations of credit risk arise when a group of tenants is engaged in similar business
activities or is subject to similar economic risks or conditions that could cause them to default
on their lease obligations to us. We regularly monitor our portfolio to assess potential
concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it
does contain concentrations in excess of 10%, based on the percentage of our annualized contractual
minimum base rent for the third quarter of 2011, in certain areas, as shown in the tables below.
The percentages in the tables below represent our directly-owned real estate properties and do not
include our pro rata share of equity investments.
At September 30, | ||||
Region: | 2011 | |||
Total U.S. |
63 | % | ||
France |
14 | % | ||
Other Europe |
23 | % | ||
Total Europe |
37 | % | ||
Total |
100 | % | ||
CPA®:15
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Notes to Consolidated Financial Statements
At September 30, | ||||
2011 | ||||
Property Type: |
||||
Office |
25 | % | ||
Warehouse/Distribution |
17 | % | ||
Retail |
15 | % | ||
Industrial |
15 | % | ||
Self-storage |
13 | % | ||
Other |
15 | % | ||
Total |
100 | % | ||
Tenant Industry: |
||||
Retail |
22 | % | ||
Other |
78 | % | ||
Total |
100 | % | ||
Tenant: |
||||
Mercury Partners/U-Haul Moving (US) |
13 | % |
There were no significant concentrations, individually or in the aggregate, related to our
unconsolidated ventures.
Note 9. Commitments and Contingencies
Various claims and lawsuits arising in the normal course of business are pending against us. The
results of these proceedings are not expected to have a material adverse effect on our consolidated
financial position or results of operations.
Note 10. Impairment Charges
We periodically assess whether there are any indicators that the value of our real estate
investments may be impaired or that their carrying value may not be recoverable. For investments in
real estate in which an impairment indicator is identified, we follow a two-step process to
determine whether the investment is impaired and to determine the amount of the charge. First, we
compare the carrying value of the real estate to the future net undiscounted cash flow that we
expect the real estate will generate, including any estimated proceeds from the eventual sale of
the real estate. If this amount is less than the carrying value, the real estate is considered to
be impaired, and we then measure the loss as the excess of the carrying value of the real estate
over the estimated fair value of the real estate, which is primarily determined using market
information such as recent comparable sales or broker quotes. If relevant market information is not
available or is not deemed appropriate, we then perform a future net cash flow analysis discounted
for inherent risk associated with each investment.
The following table summarizes impairment charges recognized on our consolidated and unconsolidated
real estate investments for all periods presented (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net investments in properties |
$ | 11,234 | $ | 3,381 | $ | 11,234 | $ | 3,381 | ||||||||
Total impairment charges included in expenses |
11,234 | 3,381 | 11,234 | 3,381 | ||||||||||||
Equity investments in real estate (a) |
600 | 6,580 | 1,708 | 7,150 | ||||||||||||
Total impairment charges included in income from
continuing operations |
11,834 | 9,961 | 12,942 | 10,531 | ||||||||||||
Impairment charges included in discontinued operations |
| | 18,922 | | ||||||||||||
Total impairment charges |
$ | 11,834 | $ | 9,961 | $ | 31,864 | $ | 10,531 | ||||||||
(a) | Impairment charges on our equity investments in real estate are included in Income from equity investments in real estate in the consolidated financial statements. |
CPA®:15 9/30/2011 10-Q 19
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Notes to Consolidated Financial Statements
Impairment charges recognized during the three and nine months ended September 30, 2011 were as
follows:
Waldaschaff Automotive GmbH
In September 2011, we recognized an other-than-temporary impairment charge of $0.6 million on our
interest in a venture that leased properties to Waldaschaff Automotive GmbH in order to reduce the
carrying value of our interest to its estimated fair value. At September 30, 2011, this venture was
classified as Equity investments in real estate in the consolidated financial statements.
Current USA, Inc.
In September 2011, we recognized an impairment charge of $11.2 million on a property leased to
Current USA, Inc. in order to reduce its carrying value to its estimated fair value as the property
was vacant and attempts to re-lease it at the prior rent rate were unsuccessful. At September 30,
2011, this property was classified as Net investments in properties in the consolidated financial
statements.
Best Buy Stores, L.P.
During the second quarter of 2011, we recognized an impairment charge totaling $10.4 million,
inclusive of amounts attributable to noncontrolling interests of $3.8 million, on several
properties leased to Best Buy Stores, L.P. in order to reduce their carrying values to their
estimated fair values based upon the potential sale of the properties, which was consummated in
July 2011. We also recognized an impairment charge totaling $15.2 million on these properties
during the fourth quarter of 2010. At September 30, 2011, the results of operations of these
properties are included in Income (loss) from discontinued operations in the consolidated financial
statements.
The Talaria Company (Hinckley)
During the second quarter of 2011, we recognized an other-than-temporary impairment charge of $1.1
million on our interest in a venture that leased properties to Hinckley in order to reduce the
carrying value of our interest to its estimated fair value. We also recognized an
other-than-temporary impairment charge on our interest in this venture in 2010 as described below.
At September 30, 2011, this venture was classified as Equity investments in real estate in the
consolidated financial statements.
Symphony IRI Group, Inc.
During the first quarter of 2011, we recognized an impairment charge of $8.6 million, inclusive of
amounts attributable to noncontrolling interests of $2.9 million, on a property leased to Symphony
IRI Group, Inc. in order to reduce its carrying value to its estimated fair value, which reflected
the contracted selling price. In June 2011, the property was sold (Note 13). At September 30, 2011,
the results of operations of this property are included in Income (loss) from discontinued
operations in the consolidated financial statements.
Impairment charges recognized during the three and nine months ended September 30, 2010 were as
follows:
Thales S.A.
During both the three and nine months ended September 30, 2010, we recognized an impairment charge
of $3.4 million, inclusive of amounts attributable to noncontrolling interests of $1.2 million, on
a French property leased to Thales S.A. in order to reduce its carrying value to its estimated fair
value, which reflected its appraised value. At September 30, 2011, this property was classified as
Net investments in properties in the consolidated financial statements.
The Upper Deck Company
During both the three and nine months ended September 30, 2010, we recognized an
other-than-temporary impairment charge of $4.8 million on our interest in a venture that leased
properties to The Upper Deck Company (Upper Deck) in order to reduce the carrying value of our
interest to its estimated fair value. At September 30, 2011, this venture was classified as Equity
investments in real estate in the consolidated financial statements.
Schuler A.G.
During both the three and nine months ended September 30, 2010, we recognized an
other-than-temporary impairment charge of $1.5 million on our interest in a venture that leased
properties to Schuler A.G. in order to reduce the carrying value of our interest to its
estimated fair value. At September 30, 2011, this venture was classified as Equity investments in
real estate in the consolidated financial statements.
CPA®:15 9/30/2011 10-Q 20
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Notes to Consolidated Financial Statements
Görtz & Schiele GmbH & Co.
During both the three and nine months ended September 30, 2010, we recognized an
other-than-temporary impairment charge of $0.2 million in order to reduce the carrying value of a
venture that leased properties to Görtz & Schiele GmbH & Co. to zero due to its insolvency, which
reflected the fair value of the ventures net assets at September 30, 2010. At September 30, 2011,
this venture was classified as Equity investments in real estate in the consolidated financial
statements.
The Talaria Company (Hinckley)
During the first quarter of 2010, we recognized an other-than-temporary impairment charge of $0.6
million on our interest in the venture that leased properties to Hinckley in order to reduce the
carrying value of our interest in the venture to its estimated fair value based on a potential sale
of the property, which was not consummated. At September 30, 2010, this venture was classified as
Equity investments in real estate in the consolidated financial statements. We recognized an
additional other-than-temporary impairment charge on our interest in the venture in 2011, as
described above.
Note 11. Noncontrolling Interests
Noncontrolling interest is the portion of equity in a subsidiary not attributable, directly or
indirectly, to a parent. There were no changes in our ownership interest in any of our consolidated
subsidiaries for the nine months ended September 30, 2011.
The following table presents a reconciliation of total equity, the equity attributable to our
shareholders and the equity attributable to noncontrolling interests (in thousands):
Nine Months Ended September 30, 2011 | ||||||||||||
CPA®:15 | Noncontrolling | |||||||||||
Total Equity | Shareholders | Interests | ||||||||||
Balance at January 1 |
$ | 1,054,089 | $ | 835,316 | $ | 218,773 | ||||||
Shares issued |
22,412 | 22,412 | | |||||||||
Contributions |
8,095 | | 8,095 | |||||||||
Net income |
52,564 | 39,777 | 12,787 | |||||||||
Distributions |
(105,611 | ) | (70,937 | ) | (34,674 | ) | ||||||
Change in other comprehensive income |
2,574 | 1,883 | 691 | |||||||||
Shares repurchased |
(1,557 | ) | (1,557 | ) | | |||||||
Balance at September 30 |
$ | 1,032,566 | $ | 826,894 | $ | 205,672 | ||||||
Nine Months Ended September 30, 2010 | ||||||||||||
CPA®:15 | Noncontrolling | |||||||||||
Total Equity | Shareholders | Interests | ||||||||||
Balance at January 1 |
$ | 1,121,805 | $ | 852,178 | $ | 269,627 | ||||||
Shares issued |
23,103 | 23,103 | | |||||||||
Contributions |
6,976 | | 6,976 | |||||||||
Net income |
60,766 | 38,971 | 21,795 | |||||||||
Distributions |
(96,439 | ) | (69,045 | ) | (27,394 | ) | ||||||
Change in other comprehensive loss |
(16,731 | ) | (10,752 | ) | (5,979 | ) | ||||||
Shares repurchased |
(1,887 | ) | (1,887 | ) | | |||||||
Deconsolidation of a subsidiary (a) |
(26,870 | ) | | (26,870 | ) | |||||||
Balance at September 30 |
$ | 1,070,723 | $ | 832,568 | $ | 238,155 | ||||||
(a) | In August 2010, a venture in which we held a 33% interest and which we consolidated modified its structure in connection with a refinancing to a tenancy-in-common. As a result, we recorded an adjustment to deconsolidate this venture and record it under the equity method of accounting. See Results of Operations for further detail. |
CPA®:15 9/30/2011 10-Q 21
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Notes to Consolidated Financial Statements
Note 12. Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code.
We believe we have operated, and we intend to continue to operate, in a manner that allows us to
continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct
distributions paid to our shareholders and generally will not be required to pay U.S. federal
income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the
consolidated financial statements.
We conduct business in the various states and municipalities within the U.S. and in the European
Union, and as a result, we file income tax returns in the U.S. federal jurisdiction and various
state and certain foreign jurisdictions.
We account for uncertain tax positions in accordance with current authoritative accounting
guidance. At September 30, 2011 and December 31, 2010, we had unrecognized tax benefits of $0.3
million and $0.2 million, respectively, that if recognized, would have a favorable impact on our
effective income tax rate in future periods. We recognize interest and penalties related to
uncertain tax positions in income tax expense. At both September 30, 2011 and December 31, 2010, we
had $0.1 million of accrued interest related to uncertain tax positions.
Our tax returns are subject to audit by taxing authorities. Such audits can often take years to
complete and settle. The tax years 2005 through 2011 remain open to examination by the major taxing
jurisdictions to which we are subject.
Note 13. Discontinued Operations
From time to time, tenants may vacate space due to lease buy-outs, elections not to renew their
leases, insolvency or lease rejection in the bankruptcy process. In these cases, we assess whether
we can obtain the highest value from the property by re-leasing or selling it. In addition, in
certain cases, we may try to sell a property that is occupied. When it is appropriate to do so
under current accounting guidance for the disposal of long-lived assets, we classify the property
as an asset held for sale on our consolidated balance sheet and the current and prior period
results of operations of the property are reclassified as discontinued operations.
The results of operations for properties that are held for sale or have been sold are reflected in
the consolidated financial statements as discontinued operations for all periods presented and are
summarized as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | 616 | $ | 2,571 | $ | 2,999 | $ | 7,397 | ||||||||
Expenses |
(347 | ) | (1,774 | ) | (2,276 | ) | (5,683 | ) | ||||||||
Gain on deconsolidation of a subsidiary |
| | 4,501 | | ||||||||||||
Gain (loss) on sale of real estate |
910 | | 2,157 | (162 | ) | |||||||||||
Loss on extinguishment of debt |
(280 | ) | | (281 | ) | | ||||||||||
Impairment charges |
| | (18,922 | ) | | |||||||||||
Income (loss) from discontinued operations |
$ | 899 | $ | 797 | $ | (11,822 | ) | $ | 1,552 | |||||||
2011 During the nine months ended September 30, 2011, we sold four properties leased to
Childtime Childcare, Inc. for $5.7 million, net of selling costs, and recognized a net gain on
these sales of $2.0 million, of which $0.6 million was recognized during the third quarter,
excluding impairment charges of $0.3 million recognized in the fourth quarter of 2010.
In September 2011, we sold several properties leased to Best Buy Stores L.P. for $52.5 million, net
of selling costs, including amounts attributable to noncontrolling interests of $19.4 million. Our
share of the proceeds was $33.1 million, and we recognized a net gain on the sale of the real
estate of $0.3 million and a net loss on the defeasance of the related loan of $0.3 million. In
connection with the sale, we recognized an impairment charge of $10.4 million on this investment,
inclusive of amounts attributable to noncontrolling interests of $3.8 million, in the second
quarter of 2011.
In addition, in June 2011, we sold a property leased to Symphony IRI Group, Inc. for $4.1 million,
net of selling costs, inclusive of amounts attributable to noncontrolling interests of $1.4
million, and recognized a net loss on this sale of less than $0.1 million. This
amount excluded an impairment charge of $8.6 million, inclusive of amounts attributable to
noncontrolling interests of $2.9 million, that we recognized in the first quarter of 2011 to reduce
its carrying value to the estimated fair value of the property, which reflected the contracted sale
price.
CPA®:15 9/30/2011 10-Q 22
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Notes to Consolidated Financial Statements
In February 2011, when we stopped making payments on the related non-recourse debt obligation, a
consolidated subsidiary consented to a court order appointing a receiver involving properties that
were previously leased to Advanced Accessory Systems LLC. As we no longer had control over the
activities that most significantly impact the economic performance of this subsidiary following
possession of the properties by the receiver in February 2011, the subsidiary was deconsolidated
during the first quarter of 2011. At the date of deconsolidation, the properties had a carrying
value of $2.7 million, reflecting the impact of impairment charges of $8.4 million recognized in
prior years, and the related non-recourse mortgage loan had an outstanding balance of $6.1 million.
In connection with this deconsolidation, we recognized a gain of $4.5 million during the first
quarter of 2011. We believe that our retained interest in this deconsolidated entity had no value
at the date of deconsolidation. We have recorded income (loss) from operations and gain recognized
upon deconsolidation as discontinued operations, as we have no significant influence on the entity
and there are no continuing cash flows from the properties.
2010 In March 2010, we sold a domestic property for $6.2 million, net of selling costs, and
recognized a loss on the sale of $0.2 million. Prior to this sale, we repaid the non-recourse
mortgage loan encumbering the property, which had an outstanding balance of $5.8 million.
CPA®:15 9/30/2011 10-Q 23
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Managements discussion and analysis of financial condition and results of operations (MD&A) is
intended to provide the reader with information that will assist in understanding our financial
statements and the reasons for changes in certain key components of our financial statements from
period to period. MD&A also provides the reader with our perspective on our financial position and
liquidity, as well as certain other factors that may affect our future results. Our MD&A should be
read in conjunction with our 2010 Annual Report.
Business Overview
We are a publicly owned, non-listed REIT that invests in commercial properties leased to companies
domestically and internationally. As a REIT, we are not subject to U.S. federal income taxation as
long as we satisfy certain requirements, principally relating to the nature of our income, the
level of our distributions and other factors. We earn revenue principally by leasing the properties
we own to single corporate tenants, primarily on a triple-net lease basis, which requires the
tenant to pay substantially all of the costs associated with operating and maintaining the
property. Revenue is subject to fluctuation because of the timing of new lease transactions, lease
terminations, lease expirations, contractual rent adjustments, tenant defaults and sales of
properties. We were formed in 2001 and are managed by the advisor.
Financial Highlights
(In thousands)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Total revenues |
$ | 68,740 | $ | 64,804 | $ | 200,012 | $ | 197,100 | ||||||||
Net income attributable to CPA®:15 shareholders |
17,268 | 16,363 | 39,777 | 38,971 | ||||||||||||
Cash flow from operating activities |
124,382 | 124,572 | ||||||||||||||
Distributions paid |
23,635 | 23,015 | 70,474 | 68,568 | ||||||||||||
Supplemental financial measures: |
||||||||||||||||
Modified funds from operations (MFFO) |
28,441 | 31,786 | 85,430 | 88,909 | ||||||||||||
Adjusted cash flow from operating activities |
101,213 | 95,350 |
We consider the performance metrics listed above, including certain supplemental metrics that are
not defined by GAAP (non-GAAP), such as Modified funds from operations, or MFFO, and Adjusted
cash flow from operating activities, to be important measures in the evaluation of our results of
operations, liquidity and capital resources. We evaluate our results of operations with a primary
focus on the ability to generate cash flow necessary to meet our objectives of funding
distributions to shareholders. See Supplemental Financial Measures below for our definition of
these non-GAAP measures and reconciliations to their most directly comparable GAAP measure.
Total revenues increased for both the three and nine months ended September 30, 2011 as compared to
the same periods in 2010. Revenues during the current year periods benefited from rent increases,
the positive impact of foreign currency fluctuations and an out-of-period adjustment recorded in
the third quarter of 2011 (Note 2). These increases were partially offset by the impact of tenant
activity, including property sales and lease restructurings, and the deconsolidation of a property
in the first quarter of 2011.
Net income attributable to CPA®:15 shareholders remained relatively flat for both the
three and nine month periods ended September 30, 2011, as compared to the same periods in 2010.
Increases in revenues as well as gains recognized on property sales, the deconsolidation of an
investment and the repurchase of a loan were substantially offset by an increase in impairment
charges recognized in the current year periods versus the prior year periods.
For both the three and nine months ended September 30, 2011 as compared to the same periods in
2010, our MFFO supplemental measure decreased primarily due to the impact of lease restructurings
and property sales in the current year periods.
Cash flow from operating activities remained relatively flat in the nine months ended September 30,
2011 as compared to the prior year period. For the nine months ended September 30, 2011 as compared
to the same period in 2010, adjusted cash flow from operating activities increased primarily due to
a delay in the timing of the receipt of net rental income in the third quarter of 2010.
CPA®:15 9/30/2011 10-Q 24
Table of Contents
Our quarterly cash distribution increased to $0.1823 per share for the third quarter of 2011, which
equates to $0.7292 per share on an annualized basis.
Recent Developments
As of the date of this Report, we are focused on managing our existing portfolio of properties. We
have previously stated our intention to consider liquidity events for investors generally
commencing eight years following the investment of substantially all of the net proceeds from our
public offerings, which occurred in 2004. As previously reported, during the second quarter of 2011
our board of directors formed a special committee of independent directors to explore possible
liquidity transactions, including transactions proposed by our advisor. The special committee has
retained legal and financial advisors to assist the committee in its review. A liquidity
transaction could take a variety of forms, including, without limitation, a merger and/or sale of
assets either on a portfolio basis or individually, or listing of our shares on a stock exchange,
and similar to prior liquidity transactions undertaken by other Corporate Property Associates
(CPA®) programs managed by our advisor, including most recently Corporate Property
Associates 14 Incorporated, which merged with and into a subsidiary of Corporate Property
Associates 16 Global Incorporated on May 2, 2011, it could involve one or more other
CPA® REITs and/or affiliates of our advisor. The execution of a liquidity transaction
could be affected by a variety of factors, such as the availability of financing on acceptable
terms, conditions in the economy, stock market volatility, and the commercial real estate market
and the performance of our tenants, many of which are factors outside of our control. There can be
no assurance that the advisors efforts or those of our special committee will result in the
occurrence of a liquidity transaction in the near future or at all.
Current Trends
General Economic Environment
We are impacted by macro-economic environmental factors, the capital markets and general conditions
in the commercial real estate market, both in the U.S. and globally. During the first half of 2011
as compared to the prior year period, we saw slow improvement in the global economy following the
significant distress experienced in 2008 and 2009 and, as a result, we experienced increased
investment volume, as well as an improved financing environment. During the second half of 2011,
however, there has been an increase in economic uncertainty as a result of the sovereign debt
crisis in Europe and the U.S. sovereign credit downgrade. As of the date of this Report, the
economic environment remains volatile, rendering any discussion of the future impact of these
trends uncertain. Nevertheless, our views of the effects of the current financial and economic
trends on our business, as well as our response to those trends, are presented below.
Foreign Exchange Rates
We have foreign investments and, as a result, are impacted by foreign exchange rates. Our results
of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger
U.S. dollar relative to foreign currencies. Investments denominated in the Euro accounted for
approximately 36% of our annualized contractual minimum base rent at September 30, 2011. During the
nine months ended September 30, 2011, the U.S. dollar weakened in relation to the Euro as evidenced
by the change in the end-of-period conversion rate of the Euro, which increased by 3% to $1.3598 at
September 30, 2011 from $1.3253 at December 31, 2010. This weakening had a favorable impact on our
balance sheet at September 30, 2011 as compared to our balance sheet at December 31, 2010. During
the nine months ended September 30, 2011, the average conversion rate for the U.S. dollar in
relation to the Euro increased by 7% in comparison to the same period in 2010. This increase had a
favorable impact on 2011 year-to-date results of operations. While we actively manage our foreign
exchange risk, a significant unhedged decline in the value of the Euro could have a material
negative impact on our net asset values (NAV), future results, financial position and cash flows.
Capital Markets
During the first half of the year, capital market conditions exhibited some signs of post-crisis
improvement, including new issuances of commercial mortgage-backed securities (CMBS) debt and
capital inflows to both commercial real estate debt and equity markets, which helped increase the
availability of mortgage financing. However, during the third quarter of 2011, there was increased
volatility in the CMBS market and a credit downgrade of U.S. Treasury debt obligations. In
response, the Federal Reserve has kept interest rates low. These events have impacted commercial
real estate capitalization rates, which have begun to vary greatly depending on a variety of
factors including asset quality, tenant credit quality, geography and term.
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Financing Conditions
During the first half of 2011, we saw some improvement in both the credit and real estate financing
markets. However, the sovereign debt issues in Europe that began in the second quarter of 2011 have
increased the cost of debt in certain international markets and have made it more challenging to
obtain debt for certain international deals. Additionally, during the third quarter of 2011, the
U.S. sovereign credit downgrade impacted the cost and availability of domestic non-recourse
mortgage financing. During the nine months ended September 30, 2011, we obtained non-recourse
mortgage financing totaling $49.5 million (on a pro rata basis).
Real Estate Sector
As noted above, the commercial real estate market is impacted by a variety of domestic and foreign
macro-economic factors, including but not limited to growth in gross domestic product,
unemployment, interest rates, inflation and demographics. Despite modest improvements in
expectations during the first half of the year, these macro-economic factors have persisted since
the beginning of the credit crisis, negatively impacting commercial real estate market
fundamentals, which has resulted in higher vacancies, lower rental rates and lower demand for
vacant space. We are chiefly affected by changes in the appraised values of our properties (Note
10), tenant defaults, inflation, lease expirations, and occupancy rates.
Net Asset Value
The advisor generally calculates our estimated NAV per share on an annual basis. To make this
calculation, the advisor relies in part on an estimate of the fair market value of our real estate
provided by a third party, adjusted to give effect to the estimated fair value of mortgages
encumbering our assets (also provided by a third party) as well as other adjustments. There are a
number of variables that comprise this calculation, including individual tenant credits, lease
terms, lending credit spreads, foreign currency exchange rates, and tenant defaults, among others.
We do not control these variables and, as such, cannot predict how they will change in the future.
As a result of continued weakness in the economy and a strengthening of the dollar versus the Euro
during 2010 and 2009, our estimated NAV per share at December 31, 2010 decreased to $10.40, a 3%
decline from our December 31, 2009 estimated NAV per share of $10.70.
Credit Quality of Tenants
As a net lease investor, we are exposed to credit risk within our tenant portfolio, which can
reduce our results of operations and cash flow from operations if our tenants are unable to pay
their rent. Tenants experiencing financial difficulties may become delinquent on their rent and/or
default on their leases and, if they file for bankruptcy protection, may reject our lease in
bankruptcy court, resulting in reduced cash flow, which may negatively impact NAVs and require us
to incur impairment charges. Even where a default has not occurred and a tenant is continuing to
make the required lease payments, we may restructure or renew leases on less favorable terms, or
the tenants credit profile may deteriorate, which could affect the value of the leased asset and
could in turn require us to incur impairment charges.
Despite signs of improvement in general business conditions during the first half of 2011, which
had a favorable impact on the overall credit quality of our tenants, we believe that there still
remain significant risks to the overall economic recovery. As of the date of this Report, we have
no exposure to tenants operating under bankruptcy protection. It is possible, however, that tenants
may file for bankruptcy or default on their leases in the future and that economic conditions may
again deteriorate.
To mitigate credit risk, we have historically looked to invest in assets that we believe are
critically important to our tenants operations and have attempted to diversify the portfolio by
tenant, tenant industry and geography. We also monitor tenant performance through review of rent
delinquencies as a precursor to a potential default, meetings with tenant management and review of
tenants financial statements and compliance with any financial covenants. When necessary, our
asset management process includes restructuring transactions to meet the evolving needs of tenants,
re-leasing properties, refinancing debt and selling properties, as well as protecting our rights
when tenants default or enter into bankruptcy.
Inflation
Our lease revenues generally have rent adjustments that are either fixed or based on formulas
indexed to changes in the consumer price index (CPI) or other similar indices for the
jurisdiction in which the property is located. Because these rent adjustments may be calculated
based on changes in the CPI over a multi-year period, changes in inflation rates can have a delayed
impact on our results of operations. While we have seen a return of moderate inflation during 2011,
the historically low inflation rates in the U.S. and the Euro zone during 2009 and 2010 will limit
rent increases in coming years.
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Lease Expirations and Occupancy
At September 30, 2011, we had no significant leases scheduled to expire or renew in the next twelve
months. The advisor actively manages our real estate portfolio and begins discussing options with
tenants in advance of scheduled lease expirations. In certain cases, we may obtain lease renewals
from our tenants; however, tenants may elect to move out at the end of their term or may elect to
exercise purchase options, if any, in their leases. In cases where tenants elect not to renew, we
may seek replacement tenants or try to sell the property.
Our occupancy was 96% at September 30, 2011, a decrease of 1% from December 31, 2010.
Proposed Accounting Changes
The following proposed accounting change may potentially impact us if the outcome has a significant
influence on sale-leaseback demand in the marketplace:
The International Accounting Standards Board (IASB) and FASB have issued an Exposure Draft on a
joint proposal that would dramatically transform lease accounting from the existing model. These
changes would impact most companies, but are particularly applicable to those that are significant
users of real estate. The proposal outlines a completely new model for accounting by lessees,
whereby their rights and obligations under all leases, existing and new, would be capitalized and
recorded on the balance sheet. For some companies, the new accounting guidance may influence
whether or not, or the extent to which, they enter into the type of sale-leaseback transactions in
which we specialize. The FASB and IASB met during July 2011 and voted to re-expose the proposed
standard. A revised exposure draft for public comment is expected in the first quarter of 2012,
with a final standard during 2012. The boards also reached decisions, which are tentative and
subject to change, on a single lessor accounting model and the accounting for variable lease
payments, along with several presentation and disclosure issues. As of the date of this Report, the
proposed guidance has not yet been finalized, and as such we are unable to determine whether this
proposal will have a material impact on our business.
The following proposed accounting change would potentially affect the way we account for a
significant portion of our real estate portfolio and could create volatility in our future earnings
to the extent real estate values fluctuate:
In October 2011, the FASB issued an exposure draft which proposes a new accounting standard for
investment property entities. Currently, an entity that invests in real estate properties but is
not an investment company under the definition set forth by GAAP is required to measure its real
estate properties at cost. The proposed amendments would require all entities that meet the
criteria to be investment property entities to follow the proposed guidance, under which investment
properties acquired by an investment property entity would initially be measured at transaction
price, including transaction costs, and subsequently measured at fair value with all changes in
fair value recognized in net income. A detailed analysis is required to determine whether an entity
is within the scope of the amendments in this proposed update. An entity in which substantially all
of its business activities are investing in a real estate property or properties for total return,
including an objective to realize capital appreciation (including certain REITs and real estate
funds) would be affected by the proposed amendments. The proposed amendments also would introduce
additional presentation and disclosure requirements for an investment property entity. As of the
date of this Report, the proposed guidance has not yet been finalized, and as such we are unable to
determine whether we meet the definition of an investment property entity and if the proposal will
have a material impact on our business.
Additionally, in July 2011 the FASB issued an exposure draft that could impact us to the extent we
deconsolidate real estate subsidiaries subject to non-recourse debt.
The exposure draft states that when an investor consolidates a single-purpose entity that is
capitalized, in whole or in part, with nonrecourse debt used to purchase real estate, the investor
should apply the guidance in ASC 360-20, which provides accounting guidance for the sale of real
estate other than retail land, to determine whether to derecognize real estate owned by the
in-substance real estate entity. This new guidance would impact the timing of our recognition of
gains in the event a property is placed into receivership. Until this guidance is implemented, it
is permissible to deconsolidate the entity and recognize a gain related to the excess of the
carrying value of the debt over the related property based on losing control over the entity.
During the nine months ended September 30, 2011, we deconsolidated a subsidiary that leased
property to Advanced Accessories Systems, which had a total assets and liabilities of $2.9 million
and $7.4 million, respectively, and recognized a gain in the amount of $4.5 million.
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Results of Operations
The following table presents the components of our lease revenues (in thousands):
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Rental income |
$ | 169,710 | $ | 170,247 | ||||
Interest income from direct financing leases |
24,998 | 22,137 | ||||||
$ | 194,708 | $ | 192,384 | |||||
The following table sets forth the net lease revenues (i.e., rental income and interest income from
direct financing leases) that we earned from lease obligations through our direct ownership of real
estate (in thousands):
Nine Months Ended September 30, | ||||||||
Lessee | 2011 | 2010 | ||||||
U-Haul Moving Partners, Inc. and Mercury Partners, LP (a) |
$ | 24,276 | $ | 24,277 | ||||
Carrefour France, S.A. (a) (b) |
15,335 | 14,823 | ||||||
Life Time Fitness, Inc. (a) (c) |
13,702 | 10,658 | ||||||
OBI A.G. (a) (b) |
12,961 | 11,905 | ||||||
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 1) (a) (b) (d) |
11,996 | 10,629 | ||||||
True Value Company (a) |
10,840 | 10,603 | ||||||
Universal Technical Institute (c) |
8,482 | 5,200 | ||||||
Pohjola Non-Life Insurance Company (a) (b) |
7,048 | 6,442 | ||||||
TietoEnator plc. (a) (b) |
6,650 | 6,116 | ||||||
Police Prefecture, French Government (a) (b) |
6,216 | 6,151 | ||||||
Médica France, S.A. (a) (b) |
5,144 | 4,811 | ||||||
Foster Wheeler AG |
4,730 | 4,702 | ||||||
Thales S.A. (a) (b) |
3,310 | 3,098 | ||||||
Oriental Trading Company |
3,045 | 2,943 | ||||||
Advanced Micro Devices (e) |
| 6,622 | ||||||
Other (a) (b) |
60,973 | 63,404 | ||||||
$ | 194,708 | $ | 192,384 | |||||
(a) | These revenues are generated in consolidated ventures, generally with our affiliates, and on a combined basis include revenues applicable to noncontrolling interests totaling $49.9 million and $53.0 million for the nine months ended September 30, 2011 and 2010, respectively. | |
(b) | Amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the nine months ended September 30, 2011 weakened by approximately 7% in comparison to the same period in 2010, resulting in a favorable impact on lease revenues for our Euro-denominated investments in the current year period. | |
(c) | The increase is due to an out-of-period adjustment made in the current year period (Note 2). | |
(d) | In April 2011, an expansion project was completed and contributed $0.5 million of lease revenue for the current year period. | |
(e) | In connection with a debt refinancing in August 2010, the structure of this venture was modified to a tenancy in common. Therefore, during the third quarter of 2010, we recorded an adjustment to deconsolidate this venture and account for it under the equity method of accounting. |
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We recognize income from equity investments in real estate, of which lease revenues are a
significant component. The following table sets forth the net lease revenues earned by these
ventures. Amounts provided are the total amounts attributable to the ventures and do not represent
our proportionate share (dollars in thousands):
Ownership Interest | Nine Months Ended September 30, | |||||||||||
Lessee | at September 30, 2011 | 2011 | 2010 | |||||||||
Hellweg Die Profi-Baumarkte GmbH & Co. KG
(Hellweg 2) (a) (b) |
38 | % | $ | 27,769 | $ | 25,569 | ||||||
Marriott International, Inc. |
47 | % | 12,882 | 12,513 | ||||||||
C1000 B.V. (b) (c) |
15 | % | 10,946 | | ||||||||
Advanced Micro Devices, Inc. (d) |
33 | % | 8,958 | 828 | ||||||||
Schuler A.G. (b) |
34 | % | 4,931 | 4,602 | ||||||||
PETsMART, Inc. (e) |
30 | % | 4,728 | 6,138 | ||||||||
The Talaria Company (Hinckley) |
30 | % | 3,700 | 3,883 | ||||||||
Hologic, Inc. |
64 | % | 2,669 | 2,646 | ||||||||
Del Monte Corporation |
50 | % | 2,645 | 2,645 | ||||||||
Waldaschaff Automotive GmbH and Wagon Automotive Nagold
GmbH (b) |
33 | % | 2,013 | 2,043 | ||||||||
Builders FirstSource, Inc. |
40 | % | 1,207 | 1,203 | ||||||||
SaarOTEC and Goertz & Schiele Corp. (b) (f) |
50 | % | 383 | 605 | ||||||||
The Upper Deck Company (g) |
50 | % | | 2,395 | ||||||||
$ | 82,831 | $ | 65,070 | |||||||||
(a) | In addition to lease revenues, the venture also earned interest income of $1.3 million and $19.5 million on a note receivable during the nine months ended September 30, 2011 and 2010, respectively. | |
(b) | Amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the nine months ended September 30, 2011 weakened by approximately 7% in comparison to the same period in 2010, resulting in a positive impact on lease revenues for our Euro-denominated investments in the current year period. | |
(c) | We acquired our interest in this investment in January 2011. | |
(d) | In connection with a debt refinancing in August 2010, the structure of this venture was modified to a tenancy in common. Therefore, during the third quarter of 2010, we recorded an adjustment to deconsolidate this venture and account for it under the equity method of accounting. | |
(e) | In June 2010, the venture sold one property included in the PETsMART portfolio. In July 2011, the venture sold 11 of its retail properties (Note 6). The joint venture continues to own a distribution center. | |
(f) | In March 2010, SaarOTEC, a successor tenant to Görtz & Schiele GmbH & Co., signed a new lease with the venture at a significantly reduced rent. | |
(g) | In December 2010, we filed two civil actions against Upper Deck after Upper Deck had stopped making rent payments for a year. In February 2011, we reached an agreement with Upper Deck whereby Upper Deck will pay us $3.0 million over three years, and pursuant to that agreement Upper Deck vacated the building in June 2011. Through September 30, 2011, $1.2 million in payments had been received from Upper Deck and applied towards the past due rent receivable. As a result, during the nine months ended September 30, 2011, we did not recognize any lease revenues from Upper Deck. |
Lease Revenues
As of September 30, 2011, 73% of our net leases, based on annualized contractual minimum base rent,
provide for adjustments based on formulas indexed to changes in the CPI, or other similar indices
for the jurisdiction in which the property is located, some of which have caps and/or floors, and
20% of our net leases on that same basis have fixed rent adjustments. We own international
investments and, therefore, lease revenues from these investments are subject to fluctuations in
exchange rate movements in foreign currencies, primarily the Euro. Contractual annual minimum base
rents under leases renewed in the third quarter were slightly above such rents under their original
terms.
For the three months ended September 30, 2011 as compared to the same period in 2010, lease
revenues increased by $3.8 million, primarily due to an out-of-period adjustment recorded during
the third quarter of 2011 (Note 2), which increased lease revenues by $3.2 million, as well as the
favorable impact of foreign currency fluctuations and rent increases totaling $2.2 million and $0.8
million,
respectively. These increases were partially offset by reductions in lease revenues of $1.6 million
related to the deconsolidation of the Advanced Micro Devices property in the third quarter of 2010
as a result of the tenant being put into receivership and $1.1 million related to the effects of
lease restructurings during 2011 and 2010. Property sales during 2011 and 2010 also resulted in a
$0.7 million decrease in lease revenues.
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For the nine months ended September 30, 2011 as compared to the same period in 2010, lease revenues
increased by $2.3 million, primarily due to $5.2 million in rent increases, $5.1 million from the
favorable impact of foreign currency fluctuations and the out-of-period adjustment noted above
totaling $3.2 million (Note 2). These increases were partially offset by reductions in lease
revenues of $7.5 million related to the deconsolidation of the Advanced Micro Devices property as
described above, $3.5 million related to the effects of lease restructurings during 2011 and 2010
and $2.2 million related to property sales.
Impairment Charges
For both the three and nine months ended September 30, 2011, we recognized an impairment charge of
$11.2 million related to the write-down of the property leased to Current USA to its estimated fair
market value as a result of the tenant vacating the property.
For both the three and nine months ended September 30, 2010, we recognized an impairment charge of
$3.4 million on a French property leased to Thales S.A. in order to reduce its carrying value to
its estimated fair value, which reflected its appraised value.
See Income (loss) from equity investments in real estate and Discontinued operations below for
discussions of impairments related to our equity investments and properties held for sale or sold.
Allowance for Credit Losses
During the nine months ended September 30, 2011, we recorded an allowance for credit losses
totaling $3.1 million related to two tenants. Of this amount, $1.7 million was recorded in the
third quarter in connection with a potential sale of the property leased to Sports Authority and
the remaining $1.4 million was recorded in the first quarter as a result of a tenant experiencing
financial difficulty. We account for the leases to both tenants as direct financing leases.
Income (loss) from Equity Investments in Real Estate
Income (loss) from equity investments in real estate represents our proportionate share of net
income or loss (revenue less expenses) from investments entered into with affiliates or third
parties in which we have a noncontrolling interest but over which we exercise significant
influence. Under current authoritative accounting guidance for investments in unconsolidated
ventures, we are required to periodically compare an investments carrying value to its estimated
fair value and recognize an impairment charge to the extent that the carrying value exceeds fair
value.
For the three months ended September 30, 2011 we recognized income from equity investments in real
estate of $12.9 million compared to a loss of $4.9 million in the same period in the prior year.
The income recognized in the current period was primarily due to the $9.6 million gain recognized
on the sale of the 11 PETsMART properties in July 2011 which was partially offset by an impairment
charge of $0.6 million recognized on the Wagon Automotive Nagold GmbH (Wagon) property in
September 2011. The net decline in the level of impairment
charges for the three months ended September 30, 2011 as
compared to the prior year comparable period contributed an increase
of $7.9 million to income from equity investments.
For the nine months ended September 30, 2011 as compared to the same period in 2010, income from
equity investments in real estate increased by $15.5 million, primarily due to the $9.6 million
gain recognized on the sale of the 11 PETsMART properties in July 2011, partially offset by the
Wagon impairment of $0.6 million described above. The net
decline in the level of impairment charges for the nine months ended
September 30, 2011 as compared to the prior year comparable
period contributed an increase of $4.9 million to income from
equity investments. These positive factors were partially
offset by a decrease in income from the Hellweg venture of $1.6 million in the current year period,
which was primarily the result of the exercise of a purchase option in November 2010.
Other Income and (Expenses)
Other income and (expenses) generally consists of gains and losses on foreign currency transactions
and derivative instruments. We and certain of our foreign consolidated subsidiaries have
intercompany debt and/or advances that are not denominated in the relevant entitys functional
currency. When the intercompany debt or accrued interest thereon is remeasured against the
functional currency of the entity, a gain or loss may result. For intercompany transactions that
are of a long-term investment nature, the gain or loss is recognized as a cumulative translation
adjustment in OCI. We also recognize gains or losses on foreign currency transactions when we
repatriate cash from our foreign investments. In addition, we have certain derivative instruments,
including embedded credit
derivatives and common stock warrants, for which realized and unrealized gains and losses are
included in earnings. The timing and amount of such gains and losses cannot always be estimated and
are subject to fluctuation.
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For the three months ended September 30, 2011 as compared to the same period in 2010, net other
income increased by $0.6 million. Other income for the current year period was comprised of a gain
on extinguishment of the Lindenmaier debt of $3.8 million, partially offset by net unrealized
losses on foreign currency transactions of $1.3 million. During the comparable prior year period,
we recognized net unrealized gains on foreign currency transactions of $2.0 million.
For the nine months ended September 30, 2011, we recognized net other income of $6.7 million as
compared to net other expenses of $1.4 million recognized during the same period in 2010. Other
income for the current year period was comprised of the $3.8 million gain on extinguishment of debt
discussed above and a gain of $1.2 million recognized on the exercise of stock warrants, as well as
net realized gains on foreign currency transactions of $1.3 million. Other expenses in the prior
year period were primarily related to net realized losses on foreign currency transactions of $1.1
million.
Gain on Deconsolidation of a Subsidiary
In August 2010, a venture in which we and an affiliate held 33% and 67% interests, respectively,
and which we consolidated, modified its structure in connection with a refinancing to a
tenancy-in-common. Therefore, during the third quarter of 2010, we recorded an adjustment to
deconsolidate this venture and record it under the equity method of accounting. We recognized a
gain of $11.5 million in each of the prior year periods in connection with this deconsolidation.
Discontinued Operations
For the three months ended September 30, 2011 and 2010, we recognized net income from discontinued
operations of $0.9 million and $0.8 million, respectively. The net income in the current year
period was primarily comprised of a gain on the sale of real estate related to one of our ventures.
For the nine months ended September 30, 2011 and 2010, we recognized a net loss from discontinued
operations of $11.8 million and net income from discontinued operations of $1.6 million,
respectively. The net loss recognized during the current year period was primarily comprised of
impairment charges totaling $18.9 million, inclusive of amounts attributable to noncontrolling
interests of $6.7 million. These impairment charges related to a reduction in the carrying value of
the Symphony IRI Group, Inc. property to its estimated fair value, which reflected the contracted
sale price, and a reduction in the carrying value of the Best Buy properties that we sold in the
period to their estimated fair value, which reflected the actual sales price. These charges were
partially offset by a $4.5 million gain on the deconsolidation of a subsidiary, which we recognized
when we consented to a court order appointing a receiver on properties previously leased to
Advanced Accessory Systems LLC (Note 13), and a net gain on the sale of real estate of $2.2
million.
Net Income Attributable to CPA®:15 Shareholders
For the three and nine months ended September 30, 2011, as compared to the same periods in 2010,
the resulting net income attributable to CPA®:15 shareholders increased by $0.9 million and by $0.8
million, respectively.
Modified Funds from Operations (MFFO)
MFFO is a non-GAAP measure we use to evaluate our business. For a definition of MFFO and a
reconciliation to net income attributable to CPA®:15 shareholders, see Supplemental Financial
Measures below. For the three and nine months ended September 30, 2011 as compared to the same
periods in 2010, MFFO decreased by $3.3 million and $3.5 million, respectively, primarily due to
the impact of lease restructurings and property sales.
Financial Condition
Sources and Uses of Cash During the Period
We use the cash flow generated from our investments to meet our operating expenses, service debt
and fund distributions to shareholders. Our cash flows fluctuate period to period due to a number
of factors, which may include, among other things, the timing of purchases and sales of real
estate, the timing of the receipt of proceeds from and the repayment of non-recourse mortgage loans
and receipt of lease revenues, the advisors annual election to receive fees in restricted shares
of our common stock or cash, the timing and characterization of distributions from equity
investments in real estate, payment to the advisor of the annual installment of deferred
acquisition fees and interest thereon in the first quarter and changes in foreign currency exchange
rates. Despite this fluctuation, we believe that we will generate sufficient cash from operations
and from equity distributions in excess of equity income in real estate to
meet our short-term and long-term liquidity needs. We may also use existing cash resources, the
proceeds of non-recourse mortgage loans and the issuance of additional equity securities to meet
these needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of
cash during the period are described below.
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Operating Activities
During the nine months ended September 30, 2011, we used cash flows from operating activities of
$124.4 million primarily to fund cash distributions to shareholders of $56.1 million, which
excluded $14.4 million in dividends that were reinvested by shareholders in shares of our common
stock through our distribution reinvestment and stock purchase plan, and to pay distributions of
$34.7 million to affiliates that hold noncontrolling interests in various entities with us.
Investing Activities
Our investing activities are generally comprised of real estate-related transactions (purchase and
sales), payment of our annual installment of deferred acquisition fees to the advisor and
capitalized property-related costs. During the nine months ended September 30, 2011, we received
proceeds totaling $62.7 million from the sale of six properties and distributions from our equity
investments in real estate in excess of cumulative equity income totaling $30.5 million. Funds
totaling $83.9 million and $89.2 million, respectively, were invested in and released from
lender-held investment accounts. We also made contributions to unconsolidated ventures totaling
$35.3 million, including $30.4 million to a venture to acquire six properties from C1000 and $4.9
million to another venture to pay off its maturing non-recourse mortgage loan. In January 2011, we
paid our annual installment of deferred acquisition fees to the advisor, which totaled $2.2
million.
Financing Activities
As noted above, we paid distributions to shareholders and to affiliates that hold noncontrolling
interests in various entities with us. We also made scheduled and prepaid mortgage principal
installments of $61.4 million and $38.5 million, respectively, and used $1.6 million to repurchase
shares through our redemption plan. We received a total of $33.0 million in net proceeds from
mortgage financings as a result of refinancing three mortgage loans. We also received $8.1 million
in contributions from holders of noncontrolling interests in ventures that we consolidate. Funds
totaling $46.1 million and $47.1 million, respectively, were released from and placed into
lender-held escrow accounts for mortgage-related payments.
We maintain a quarterly redemption plan pursuant to which we may, at the discretion of our board of
directors, redeem shares of our common stock from shareholders seeking liquidity. The terms of the
plan limit the number of shares we may redeem so that the shares we redeem in any quarter, together
with the aggregate number of shares redeemed in the preceding three fiscal quarters, does not
exceed a maximum of 5% of our total shares outstanding as of the last day of the immediately
preceding quarter. In addition, our ability to effect redemptions is subject to our having
available cash to do so. Due to higher levels of redemption requests as compared to prior years, as
of the second quarter of 2009 redemptions totaled approximately 5% of total shares outstanding. In
light of reaching the 5% limitation and our desire to preserve capital and liquidity, in June 2009
our board of directors approved the suspension of our redemption plan, effective for all redemption
requests received subsequent to June 1, 2009, which was the deadline for all redemptions taking
place in the second quarter of 2009. We may make limited exceptions to the suspension of the plan
in cases of death, qualifying disability or confinement to a long-term care facility. The
suspension continues as of the date of this Report and will remain in effect until our board of
directors, in its discretion, determines to reinstate the redemption plan. We cannot give any
assurances as to the timing of any further actions by the board with regard to the plan. During the
nine months ended September 30, 2011, we received requests to redeem 245,033 shares of our common
stock through our redemption plan, pursuant to the limited exceptions described above, of which
160,973 shares were redeemed during the nine months ended September 30, 2011, with the remainder in
the fourth quarter of 2011. We redeemed these requests at an average price per share of $9.67. We
funded these share redemptions from the proceeds of the sale of shares of our common stock pursuant
to the distribution reinvestment and share purchase plan.
Adjusted Cash Flow from Operating Activities
Adjusted cash flow from operating activities is a non-GAAP measure we use to evaluate our business.
For a definition of adjusted cash flow from operating activities and reconciliation to cash flow
from operating activities, see Supplemental Financial Measures below.
Our adjusted cash flow from operating activities for the nine months ended September 30, 2011 was
$101.2 million, an increase of $5.9 million over the comparable prior year period. This increase
was primarily due to a delay in the timing of the receipt of net rental income in the third quarter
of 2010.
CPA®:15 9/30/2011 10-Q 32
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Summary of Financing
The table below summarizes our non-recourse debt (dollars in thousands):
September 30, 2011 | December 31, 2010 | |||||||
Balance |
||||||||
Fixed rate |
$ | 1,171,559 | $ | 1,229,357 | ||||
Variable rate (a) |
265,139 | 265,243 | ||||||
Total |
$ | 1,436,698 | $ | 1,494,600 | ||||
Percent of total debt |
||||||||
Fixed rate |
82 | % | 82 | % | ||||
Variable rate (a) |
18 | % | 18 | % | ||||
100 | % | 100 | % | |||||
Weighted average interest rate at end of period |
||||||||
Fixed rate |
5.7 | % | 5.8 | % | ||||
Variable rate (a) |
5.3 | % | 5.3 | % |
(a) | Variable-rate debt at September 30, 2011 included (i) $160.2 million that was effectively converted to fixed rates through interest rate swap derivative instruments and (ii) $104.9 million in non-recourse mortgage loan obligations that bore interest at fixed rates but that convert to variable rates during their terms. |
Cash Resources
At September 30, 2011, our cash resources consisted of cash and cash equivalents totaling $135.8
million. Of this amount, $16.6 million, at then-current exchange rates, was held by foreign
subsidiaries, but we could be subject to restrictions or significant costs should we decide to
repatriate these amounts. We also had unleveraged properties that had an aggregate carrying value
of $51.0 million at September 30, 2011, although there can be no assurance that we would be able to
obtain financing for these properties. Our cash resources may be used for working capital needs and
other commitments.
Cash Requirements
During the next 12 months, we expect that cash payments will include paying distributions to our
shareholders and to our affiliates who hold noncontrolling interests in entities we control and
making scheduled mortgage loan principal payments of $132.3 million, as well as other normal
recurring operating expenses. The scheduled mortgage principal payments include balloon payments on
our mortgage loan obligations totaling $88.2 million, inclusive of amounts attributable to
noncontrolling interests of $8.3 million, and exclude our share of balloon payments on our
unconsolidated ventures of $2.5 million. We are actively seeking to refinance certain of these
loans and believe we have sufficient financing alternatives and/or cash resources that can be used
to make these payments.
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Off-Balance Sheet Arrangements and Contractual Obligations
The table below summarizes our debt, off-balance sheet arrangements and other contractual
obligations at September 30, 2011 and the effect that these arrangements and obligations are
expected to have on our liquidity and cash flow in the specified future periods (in thousands):
Less than | More than | |||||||||||||||||||
Total | 1 year | 1-3 years | 3-5 years | 5 years | ||||||||||||||||
Non-recourse debt Principal (a) |
$ | 1,437,814 | $ | 132,314 | $ | 457,994 | $ | 305,024 | $ | 542,482 | ||||||||||
Deferred acquisition fees Principal |
2,173 | 1,519 | 482 | 172 | | |||||||||||||||
Interest on borrowings and deferred acquisition
fees (b) |
351,562 | 79,994 | 127,889 | 70,324 | 73,355 | |||||||||||||||
Subordinated disposition fees (c) |
7,523 | 7,523 | | | | |||||||||||||||
Operating and other lease commitments (d) |
21,547 | 2,004 | 3,862 | 3,847 | 11,834 | |||||||||||||||
$ | 1,820,619 | $ | 223,354 | $ | 590,227 | $ | 379,367 | $ | 627,671 | |||||||||||
(a) | Excludes $1.1 million of unamortized discount on a note, which is included in Non-recourse debt at September 30, 2011. | |
(b) | Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at September 30, 2011. | |
(c) | Payable to the advisor, subject to meeting contingencies, in connection with any liquidity event. There can be no assurance that any liquidity event will be achieved in this time frame. See Recent Developments above. | |
(d) | Operating and other lease commitments consist primarily of rent obligations under ground leases and 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 are allocated among the entities based on gross revenues and are adjusted quarterly. Rental obligations under ground leases are inclusive of noncontrolling interests of $1.3 million. The table above excludes the rental obligations under ground leases of two ventures in which we own a combined interest of 38%. These obligations total $31.9 million over the lease terms, which extend through 2091. We account for these ventures under the equity method of accounting. |
Amounts in the table above related to our foreign operations are based on the exchange rate of the
local currencies at September 30, 2011, which consisted primarily of the Euro. At September 30,
2011, we had no material capital lease obligations for which we were the lessee, either
individually or in the aggregate.
CPA®:15 9/30/2011 10-Q 34
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Equity Method Investments
We have investments in unconsolidated ventures that own single-tenant properties net leased to
corporations. Generally, the underlying investments are jointly-owned with our affiliates.
Summarized financial information for these ventures and our ownership interest in the ventures at
September 30, 2011 is presented below. Summarized financial information provided represents the
total amounts attributable to the ventures and does not represent our proportionate share (dollars
in thousands):
Ownership Interest | Total Third- | |||||||||||||||
Lessee | at September 30, 2011 | Total Assets | Party Debt | Maturity Date | ||||||||||||
PETsMART, Inc. |
30 | % | 28,308 | 20,000 | 12/2011 | |||||||||||
C1000 B.V. (a) |
15 | % | 207,126 | 95,866 | 3/2013 | |||||||||||
Waldaschaff Automotive GmbH and Wagon
Automotive Nagold GmbH (a) |
33 | % | 43,776 | 21,094 | 8/2015 | |||||||||||
Del Monte Corporation |
50 | % | 13,563 | 11,323 | 8/2016 | |||||||||||
SaarOTEC and Goertz & Schiele Corp. (a) |
50 | % | 6,329 | 9,286 | 12/2016 & 1/2017 | |||||||||||
Builders FirstSource, Inc. |
40 | % | 14,320 | 6,264 | 3/2017 | |||||||||||
Hellweg Die Profi-Baumarkte Gmbh & Co. KG
(Hellweg 2) (a) (b) |
38 | % | 435,312 | 376,527 | 4/2017 | |||||||||||
Advanced Micro Devices, Inc. |
33 | % | 82,107 | 56,407 | 1/2019 | |||||||||||
Hologic, Inc. |
64 | % | 26,207 | 13,585 | 5/2023 | |||||||||||
The Talaria Company (Hinckley) |
30 | % | 49,199 | 28,505 | 6/2025 | |||||||||||
Marriott International, Inc. |
47 | % | 132,339 | | N/A | |||||||||||
Schuler A.G. (a) |
34 | % | 69,431 | | N/A | |||||||||||
The Upper Deck Company |
50 | % | 25,269 | | N/A | |||||||||||
$ | 1,133,286 | $ | 638,857 | |||||||||||||
(a) | Dollar amounts shown are based on the exchange rate of the Euro at September 30, 2011. | |
(b) | Ownership interest represents our combined interest in two ventures. Total assets exclude a note receivable from an unaffiliated third party. Total third-party debt excludes a related noncontrolling interest that is redeemable by the unaffiliated third party. The note receivable and noncontrolling interest each had a carrying value of $22.4 million at September 30, 2011. |
Hellweg
We acquired interests in two related investments in 2007 (the Hellweg 2 transaction) that are
accounted for under the equity method of accounting as we do not have a controlling interest but
over which we exercise significant influence. The remaining ownership of these entities is held by
the advisor and certain of our affiliates. The primary purpose of these investments was to
ultimately acquire an interest in the underlying properties and as such was structured to
effectively transfer the economics of ownership to us and our affiliates while still monetizing the
sales value by transferring the legal ownership in the underlying properties over time. We acquired
an interest in a venture, the property venture, that in turn acquired a 24.7% (direct and
indirect) ownership interest in a limited partnership owning 37 properties throughout Germany.
Concurrently, we also acquired an interest in a second venture, the lending venture, that made a
loan, the note receivable, to the holder of the remaining 75.3% (direct and indirect) interests
in the limited partnership, which is referred to in this Report as our partner. In connection
with the acquisition, the property venture agreed to three option agreements that give the property
venture the right to purchase, from our partner, the remaining 75.3% (direct and indirect) interest
in the limited partnership at a price equal to the principal amount of the note receivable at the
time of purchase. In November 2010, the property venture exercised the first of its three options
and acquired from our partner a 70% direct interest in the limited partnership, thus owning a
(direct and indirect) 94.7% interest in the limited partnership. The property venture has
assignable option agreements to acquire the remaining (direct and indirect) 5.3% interest in the
limited partnership by October 2012. If the property venture does not exercise its option
agreements, our partner has option agreements to put its remaining interests in the limited
partnership to the property venture during 2014 at a price equal to the principal amount of the
note receivable at the time of purchase. Currently, under the terms of the note receivable, the
lending venture will receive interest income that approximates 5.3% of all income earned by the
limited partnership less adjustments. Our total effective ownership interest in the ventures is
approximately 38%.
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Upon exercise of the relevant option or the put, in order to avoid circular transfers of cash, the
seller and the lending venture and the property venture agreed that the lending venture or the
seller may elect, upon exercise of the respective purchase option or put option, to have the loan
from the lending venture to the seller repaid by a deemed transfer of cash. The deemed transfer
will be in amounts necessary to fully satisfy the sellers obligations to the lending venture, and
the lending venture will be deemed to have transferred such funds up to us and our affiliates as if
they had been recontributed down into the property venture based on their pro rata ownership.
Accordingly, at September 30, 2011 (based on the exchange rate of the Euro), the only additional
cash required by us to fund the exercise of the purchase option or the put would be the pro rata
amounts necessary to redeem the advisors interest, the aggregate of which would be $0.5 million,
with our share approximating $0.2 million. In addition, our maximum exposure to loss on these
ventures was $13.9 million (inclusive of both our existing investment and the amount to fund our
future commitment).
Environmental Obligations
In connection with the purchase of many of our properties, we required the sellers to perform
environmental reviews. We believe, based on the results of these reviews, that our properties were
in substantial compliance with Federal, state, and foreign environmental statutes at the time the
properties were acquired. However, portions of certain properties have been subject to some degree
of contamination, principally in connection with leakage from underground storage tanks, surface
spills or other on-site activities. In most instances where contamination has been identified,
tenants are actively engaged in the remediation process and addressing identified conditions.
Tenants are generally subject to environmental statutes and regulations regarding the discharge of
hazardous materials and any related remediation obligations. In addition, our leases generally
require tenants to indemnify us from all liabilities and losses related to the leased properties
and the provisions of such indemnifications specifically address environmental matters. The leases
generally include provisions that allow for periodic environmental assessments, paid for by the
tenant, and allow us to extend leases until such time as a tenant has satisfied its environmental
obligations. Certain of our leases allow us to require financial assurances from tenants, such as
performance bonds or letters of credit, if the costs of remediating environmental conditions are,
in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate
resolution of environmental matters should not have a material adverse effect on our financial
condition, liquidity or results of operations.
Supplemental Financial Measures
In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial
measures in order to facilitate meaningful comparisons between periods and among peer companies.
Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our
strategies, we employ the use of supplemental non-GAAP measures, which are uniquely defined by our
management. We believe these measures are useful to investors to consider because they may assist
them to better understand and measure the performance of our business over time and against similar
companies. A description of these non-GAAP financial measures and reconciliations to the most
directly comparable GAAP measures are provided below.
Funds from Operations (FFO) and Modified Funds from Operations (MFFO)
Due to certain unique operating characteristics of real estate companies, as discussed below, the
National Association of Real Estate Investment Trusts, Inc., or NAREIT, an industry trade group,
has promulgated a measure known as funds from operations, or FFO, which we believe to be an
appropriate supplemental measure to reflect the operating performance of a real estate investment
trust, or REIT. The use of FFO is recommended by the REIT industry as a supplemental performance
measure. FFO is not equivalent to nor a substitute for net income or loss as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on
FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the White Paper.
The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains
or losses from sales of property but including asset impairment writedowns, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments
for unconsolidated partnerships and joint ventures are calculated to reflect FFO. Our FFO
calculation complies with NAREITs policy described above.
The historical accounting convention used for real estate assets requires straight-line
depreciation of buildings and improvements, which implies that the value of real estate assets
diminishes predictably over time, especially if such assets are not adequately maintained or
repaired and renovated as required by relevant circumstances and/or is requested or required by
lessees for operational purposes in order to maintain the value disclosed. We believe that, since
real estate values historically rise and fall with market conditions, including inflation, interest
rates, the business cycle, unemployment and consumer spending, presentations of operating results
for a REIT using historical accounting for depreciation may be less informative. Historical
accounting for real estate involves the use of GAAP. Any other method of accounting for real estate
such as the fair value method cannot be construed to be any more accurate or relevant than the
comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the
use
CPA®:15 9/30/2011 10-Q 36
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of FFO, which excludes the impact of real estate related depreciation and amortization, provides a
more complete understanding of our performance to investors and to management, and when compared
year over year, reflects the impact on our operations from trends in occupancy rates, rental rates,
operating costs, general and administrative expenses, and interest costs, which may not be
immediately apparent from net income. However, FFO and MFFO, as described below, should not be
construed to be more relevant or accurate than the current GAAP methodology in calculating net
income or in its applicability in evaluating the operating performance of the company. The method
utilized to evaluate the value and performance of real estate under GAAP should be construed as a
more relevant measure of operational performance and considered more prominently than the non-GAAP
FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses
from a capitalization/depreciation model to an expensed-as-incurred model) were put into effect in
2009. These other changes to GAAP accounting for real estate subsequent to the establishment of
NAREITs definition of FFO have prompted an increase in cash-settled expenses, specifically
acquisition fees and expenses for all industries as items that are expensed under GAAP, that are
typically accounted for as operating expenses. Management believes these fees and expenses do not
affect our overall long-term operating performance. Publicly registered, non-listed REITs typically
have a significant amount of acquisition activity and are substantially more dynamic during their
initial years of investment and operation. While other start-up entities may also experience
significant acquisition activity during their initial years, we believe that non-listed REITs are
unique in that they have a limited life with targeted exit strategies within a relatively limited
time frame after acquisition activity ceases. In the prospectus for our follow-on offering dated
March 19, 2003 (the Prospectus), we stated our intention to begin considering liquidity events
(i.e., listing of our common stock on a national exchange, a merger or sale of our assets or
another similar transaction) for investors generally commencing eight years following the
investment of substantially all of the proceeds from our public offerings, which occurred in 2004,
and as noted in Recent Developments above, our board of directors recently formed a special
committee of independent directors to explore possible liquidity transactions. Thus, we do not
intend to continuously purchase assets and intend to have a limited life. Due to the above factors
and other unique features of publicly registered, non-listed REITs, the Investment Program
Association (IPA), an industry trade group, has standardized a measure known as MFFO, which the
IPA has recommended as a supplemental measure for publicly registered non-listed REITs and which we
believe to be another appropriate supplemental measure to reflect the operating performance of a
non-listed REIT having the characteristics described above. MFFO is not equivalent to our net
income or loss as determined under GAAP, and MFFO may not be a useful measure of the impact of
long-term operating performance on value if we do not continue to operate with a limited life and
targeted exit strategy, as currently intended. We believe that, because MFFO excludes costs that we
consider more reflective of investing activities and other non-operating items included in FFO and
also excludes acquisition fees and expenses that affect our operations only in periods in which
properties are acquired, MFFO can provide, on a going forward basis, an indication of the
sustainability (that is, the capacity to continue to be maintained) of our operating performance
after the period in which we are acquiring properties and once our portfolio is in place. By
providing MFFO, we believe we are presenting useful information that assists investors and analysts
to better assess the sustainability of our operating performance now that our offering has been
completed and essentially all of our properties have been acquired. We also believe that MFFO is a
recognized measure of sustainable operating performance by the non-listed REIT industry. Further,
we believe MFFO is useful in comparing the sustainability of our operating performance since our
offering and essentially all of our acquisitions are completed with the sustainability of the
operating performance of other real estate companies that are not as involved in acquisition
activities. Investors are cautioned that MFFO should only be used to assess the sustainability of a
companys operating performance after a companys offering has been completed and properties have
been acquired, as it excludes acquisition costs that have a negative effect on a companys
operating performance during the periods in which properties are acquired.
We define MFFO, a non-GAAP measure, consistent with the IPAs Guideline 2010-01, Supplemental
Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or
the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as
FFO further adjusted for the following items, as applicable, included in the determination of GAAP
net income: acquisition fees and expenses; amounts relating to deferred rent receivables and
amortization of above and below market leases and liabilities (which are adjusted in order to
reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease
payments); accretion of discounts and amortization of premiums on debt investments; nonrecurring
impairments of real estate-related investments (i.e., infrequent or unusual, not reasonably likely
to recur in the ordinary course of business); mark-to-market adjustments included in net income;
nonrecurring gains or losses included in net income from the extinguishment or sale of debt,
hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not
a fundamental attribute of the business plan, unrealized gains or losses resulting from
consolidation from, or deconsolidation to, equity accounting, and after adjustments for
consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated
to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt
investments, nonrecurring unrealized gains and losses on hedges, foreign exchange, derivatives or
securities holdings, unrealized gains and losses resulting from consolidations, as well as other
listed cash flow adjustments are adjustments made to net income in calculating the cash flows
provided by operating activities and, in some cases, reflect gains or losses which are unrealized
and may not ultimately be realized. While we are responsible for managing interest rate, hedge and
foreign exchange risk, we retain an outside consultant to
review all our hedging agreements. Inasmuch as interest rate hedges are not a fundamental part of
our operations, we believe it is appropriate to exclude such infrequent gains and losses in
calculating MFFO, as such gains and losses are not reflective of on-going operations.
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Our MFFO calculation complies with the IPAs Practice Guideline described above. In calculating
MFFO, we exclude acquisition-related expenses, amortization of above- and below-market leases, fair
value adjustments of derivative financial instruments, deferred rent receivables and the
adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and
expenses are characterized as operating expenses in determining operating net income. These
expenses are paid in cash by a company. All paid and accrued acquisition fees and expenses will
have negative effects on returns to investors, the potential for future distributions, and cash
flows generated by the company, unless earnings from operations or net sales proceeds from the
disposition of other properties are generated to cover the purchase price of the property, these
fees and expenses and other costs related to such property. Further, under GAAP, certain
contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash
adjustments to net income in determining cash flow from operating activities. In addition, we view
fair value adjustments of derivatives, impairment charges and gains and losses from dispositions of
assets as infrequent items or items which are unrealized and may not ultimately be realized, and
which are not reflective of on-going operations and are therefore typically adjusted for assessing
operating performance. In particular, we believe it is appropriate to disregard impairment charges,
as this is a fair value adjustment that is largely based on market fluctuations and assessments
regarding general market conditions which can change over time. An asset will only be evaluated for
impairment if certain impairment indications exist and if the carrying, or book value, exceeds the
total estimated undiscounted future cash flows (including net rental and lease revenues, net
proceeds on the sale of the property, and any other ancillary cash flows at a property or group
level under GAAP) from such asset. Investors should note, however, that determinations of whether
impairment charges have been incurred are based partly on anticipated operating performance,
because estimated undiscounted future cash flows from a property, including estimated future net
rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary
cash flows, are taken into account in determining whether an impairment charge has been incurred.
While impairment charges are excluded from the calculation of MFFO as described above, investors
are cautioned that, due to the fact that impairments are based on estimated future undiscounted
cash flows and the relatively limited term of our operations, it could be difficult to recover any
impairment charges.
Our management uses MFFO and the adjustments used to calculate it in order to evaluate our
performance against other non-listed REITs which have limited lives with short and defined
acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not
be a useful measure of the impact of long-term operating performance on value if we do not continue
to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it
allow us to present our performance in a manner that reflects certain characteristics that are
unique to non-listed REITs, such as their limited life, limited and defined acquisition period and
targeted exit strategy, and hence that the use of such measures is useful to investors. For
example, acquisition costs were generally funded from the proceeds of our offering and other
financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO
provides information consistent with managements analysis of the operating performance of the
properties. Additionally, fair value adjustments, which are based on the impact of current market
fluctuations and underlying assessments of general market conditions, but can also result from
operational factors such as rental and occupancy rates, may not be directly related or attributable
to our current operating performance. By excluding such changes that may reflect anticipated and
unrealized gains or losses, we believe MFFO provides useful supplemental information.
Presentation of this information is intended to provide useful information to investors as they
compare the operating performance of different REITs, although it should be noted that not all
REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful.
Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs
and should not be considered as an alternative to net income (loss) or income (loss) from
continuing operations as an indication of our performance, as an alternative to cash flows from
operations as an indication of our liquidity, or indicative of funds available to fund our cash
needs including our ability to make distributions to our stockholders. FFO and MFFO should be
reviewed in conjunction with other GAAP measurements as an indication of our performance.
Neither the SEC, NAREIT nor any other regulatory body has passed judgment on the acceptability of
the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or another
regulatory body may decide to standardize the allowable adjustments across the non-listed REIT
industry and we would have to adjust our calculation and characterization of FFO or MFFO
accordingly.
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FFO and MFFO for all periods presented are as follows (in thousands):
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net income attributable to CPA®:15 - Global shareholders
|
$ | 17,268 | $ | 16,363 | $ | 39,777 | $ | 38,971 | ||||||||
Adjustments: |
||||||||||||||||
Depreciation and amortization of real property |
13,974 | 14,914 | 42,497 | 44,922 | ||||||||||||
(Gain) loss on sale of real estate, net |
(910 | ) | | (2,157 | ) | 162 | ||||||||||
Proportionate share of adjustments to equity in net income
of partially-owned entities to arrive at FFO: |
||||||||||||||||
Depreciation and amortization of real property |
2,284 | 2,288 | 7,215 | 6,341 | ||||||||||||
Gain on sale of real estate |
(9,550 | ) | (64 | ) | (9,533 | ) | (237 | ) | ||||||||
Proportionate share of adjustments for noncontrolling
interests to arrive at FFO |
(5,683 | ) | (2,985 | ) | (13,309 | ) | (11,334 | ) | ||||||||
Total adjustments |
115 | 14,153 | 24,713 | 39,854 | ||||||||||||
FFO as defined by NAREIT (a) |
17,383 | 30,516 | 64,490 | 78,825 | ||||||||||||
Adjustments: |
||||||||||||||||
Other depreciation, amortization and non-cash charges |
1,614 | (2,073 | ) | (387 | ) | 318 | ||||||||||
Straight-line and other rent adjustments (b) |
(3,358 | ) | (17 | ) | (5,541 | ) | 518 | |||||||||
Impairment charges and allowance for credit losses |
12,936 | 3,381 | 33,215 | 3,381 | ||||||||||||
Gain on extinguishment of debt |
(3,501 | ) | | (3,501 | ) | | ||||||||||
Gain on deconsolidation of subsidiary |
| (11,493 | ) | (4,501 | ) | (11,493 | ) | |||||||||
Acquisition expenses (c) |
173 | 174 | 521 | 520 | ||||||||||||
Above (below)-market rent intangible lease amortization, net (d) |
1,283 | 1,873 | 4,038 | 5,643 | ||||||||||||
(Accretion) amortization of discounts/amortization of
premiums on debt investments, net |
(92 | ) | (8 | ) | 95 | 74 | ||||||||||
Realized (gains) losses on foreign currency, derivatives
and other (e) |
(529 | ) | 40 | (2,502 | ) | 1,133 | ||||||||||
Unrealized losses on mark-to-market adjustments (f) |
10 | 78 | 18 | 212 | ||||||||||||
Proportionate share of adjustments to equity in net income
of partially-owned entities to arrive at MFFO: |
||||||||||||||||
Other depreciation, amortization and other
non-cash charges |
120 | 552 | 156 | 265 | ||||||||||||
Straight-line and other rent adjustments (b) |
244 | 143 | 569 | 540 | ||||||||||||
Impairment charges |
755 | 8,580 | 1,863 | 9,150 | ||||||||||||
Acquisition expenses (c) |
14 | (6 | ) | 39 | | |||||||||||
Above (below)-market rent intangible lease
amortization, net (d) |
127 | 464 | 381 | 747 | ||||||||||||
Realized gains on foreign currency,
derivatives and other (e) |
(4 | ) | (72 | ) | (13 | ) | (217 | ) | ||||||||
Proportionate share of adjustments for noncontrolling
interests to arrive at MFFO |
1,266 | (346 | ) | (3,510 | ) | (707 | ) | |||||||||
Total adjustments |
11,058 | 1,270 | 20,940 | 10,084 | ||||||||||||
MFFO |
$ | 28,441 | $ | 31,786 | $ | 85,430 | $ | 88,909 | ||||||||
Distributions declared for the applicable period (g) |
$ | 23,797 | $ | 23,176 | $ | 70,938 | $ | 69,046 | ||||||||
(a) | The SEC Staff has recently stated that they take no position on the inclusion or exclusion of impairment write-downs in arriving at FFO. Since 2003, NAREIT has taken the position that the exclusion of impairment charges is consistent with its definition of FFO. Accordingly, in future presentations we will revise our computation of FFO to exclude impairment charges, if any, in arriving at FFO. |
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(b) | Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), management believes that MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, provides insight on the contractual cash flows of such lease terms and debt investments, and aligns results with managements analysis of operating performance. | |
(c) | In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with managements analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to shareholders, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property. | |
(d) | Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate. | |
(e) | Management believes that adjusting for fair value adjustments for derivatives provides useful information because such fair value adjustments are based on market fluctuations and may not be directly related or attributable to our operations. | |
(f) | Management believes that adjusting for mark-to-market adjustments is appropriate because they are non-recurring items that may not be reflective of on-going operations and reflect unrealized impacts on value based only on then current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly and/or annual basis in accordance with GAAP. | |
(g) | Distribution data is presented for comparability; however, management utilizes our Adjusted Cash Flow from Operating Activities measure to analyze our dividend coverage. See below for a discussion of the source of these distributions. |
Adjusted Cash Flow from Operating Activities
Adjusted cash flow from operating activities refers to our cash flow from operating activities (as
computed in accordance with GAAP) adjusted, where applicable, primarily to: add cash distributions
that we receive from our investments in unconsolidated real estate joint ventures in excess of our
equity income; subtract cash distributions that we make to our noncontrolling partners in real
estate joint ventures that we consolidate; and eliminate changes in working capital. We hold a
number of interests in real estate joint ventures, and we believe that adjusting our GAAP cash flow
provided by operating activities to reflect these actual cash receipts and cash payments, as well
as eliminating the effect of timing differences between the payment of certain liabilities and the
receipt of certain receivables in a period other than that in which the item is recognized, may
give investors additional information about our actual cash flow that is not incorporated in cash
flow from operating activities as defined by GAAP.
We believe that adjusted cash flow from operating activities is a useful supplemental measure for
assessing the cash flow generated from our core operations as it gives investors important
information about our liquidity that is not provided within cash flow from operating activities as
defined by GAAP, and we use this measure when evaluating distributions to shareholders.
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Adjusted cash flow from operating activities for all periods presented is as follows (in
thousands):
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Cash flow provided by operating activities |
$ | 124,382 | $ | 124,572 | ||||
Adjustments: |
||||||||
Distributions received from equity investments in real estate in excess of equity income, net |
(2,024 | ) | 4,199 | |||||
Distributions paid to noncontrolling interests, net |
(19,592 | ) | (24,645 | ) | ||||
Changes in working capital |
(1,553 | ) | (8,776 | ) | ||||
Adjusted cash flow from operating activities (a) |
$ | 101,213 | $ | 95,350 | ||||
Distributions declared |
$ | 70,938 | $ | 69,046 | ||||
(a) | During the first quarter of 2011, we made an adjustment to exclude the impact of escrow funds from Adjusted cash flow from operating activities as, more often than not, these funds represent investing and/or financing activities. Adjusted cash flow from operating activities for the nine months ended September 30, 2010 has been adjusted to reflect this reclassification. |
While we believe that Adjusted cash flow from operating activities is an important supplemental
measure, it should not be considered an alternative to cash flow from operating activities as a
measure of liquidity. This non-GAAP measure should be used in conjunction with cash flow from
operating activities as defined by GAAP. Adjusted cash flow from operating activities, or similarly
titled measures disclosed by other REITs, may not be comparable to our Adjusted cash flow from
operating activities measure.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency
exchange rates and equity prices. The primary risks to which we are exposed are interest rate risk
and foreign currency exchange risk. We are also exposed to market risk as a result of
concentrations in certain tenant industries.
Generally, we do not use derivative instruments to manage foreign currency exchange rate risk
exposure and do not use derivative instruments to hedge credit/market risks or for speculative
purposes.
Interest Rate Risk
The value of our real estate and related fixed rate debt obligations is subject to fluctuations
based on changes in interest rates. The value of our real estate is also subject to fluctuations
based on local and regional economic conditions and changes in the creditworthiness of lessees, all
of which may affect our ability to refinance property-level mortgage debt when balloon payments are
scheduled. Interest rates are highly sensitive to many factors, including governmental monetary and
tax policies, domestic and international economic and political conditions, and other factors
beyond our control. An increase in interest rates would likely cause the value of our owned assets
to decrease. Increases in interest rates may also have an impact on the credit profile of certain
tenants.
Although we have not experienced any credit losses on investments in loan participations, in the
event of a significant rising interest rate environment, loan defaults could occur and result in
our recognition of credit losses, which could adversely affect our liquidity and operating results.
Further, such defaults could have an adverse effect on the spreads between interest earning assets
and interest bearing liabilities.
We are exposed to the impact of interest rate changes primarily through our borrowing activities.
To limit this exposure, we attempt to obtain non-recourse mortgage financing on a long-term,
fixed-rate basis. However, from time to time, we or our venture partners may obtain variable-rate
non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or
interest rate cap agreements with lenders that effectively convert the variable-rate debt service
obligations of the loan to a fixed rate. Interest rate swaps are agreements in which one party
exchanges a stream of interest payments for a counterpartys stream of cash flow over a specific
period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations
while allowing participants to share in downward shifts in interest rates. These interest rate
swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest
payments on the debt obligation. The notional, or face, amount on which the swaps or caps are based
is not exchanged. Our objective in using these derivatives is to limit our exposure to interest
rate movements.
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We estimate that the fair value of our interest rate swaps, which are included in Accounts payable,
accrued expenses and other liabilities in the consolidated financial statements, was in a net
liability position of $13.0 million, inclusive of amounts attributable to noncontrolling interests
of $3.2 million, at September 30, 2011.
Certain of our unconsolidated ventures, in which we have interests ranging from 30% to 50%, have
obtained participation rights in interest rate swaps obtained by the lenders of non-recourse
mortgage financing to the ventures. The participation rights are deemed to be embedded credit
derivatives. These derivatives generated a total unrealized loss of less than $0.1 million during
the nine months ended September 30, 2011, representing the total amount attributable to the
ventures, not our proportionate share. Because of current market volatility, we are experiencing
significant fluctuation in the unrealized gains and losses generated from these derivatives and
expect this trend to continue until market conditions stabilize.
At September 30, 2011, substantially all of our long-term debt either bore interest at fixed rates,
was swapped or capped to a fixed rate, or bore interest at fixed rates that were scheduled to
convert to then-prevailing market fixed rates at certain future points during their term. The
estimated fair value of these instruments is affected by changes in market interest rates. The
annual interest rates on our fixed-rate debt at September 30, 2011 ranged from 3.9% to 10.0%. The
annual interest rates on our variable-rate debt at September 30, 2011 ranged from 5.1% to 7.6%. Our
debt obligations are more fully described under Financial Condition in Item 2 above. The following
table presents principal cash flows based upon expected maturity dates of our debt obligations
outstanding at September 30, 2011, (in thousands):
2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Fair value | |||||||||||||||||||||||||
Fixed rate debt |
$ | 8,526 | $ | 135,737 | $ | 135,944 | $ | 283,129 | $ | 190,348 | $ | 418,991 | $ | 1,172,675 | $ | 1,163,564 | ||||||||||||||||
Variable rate debt |
$ | 2,314 | $ | 12,990 | $ | 10,204 | $ | 91,385 | $ | 3,716 | $ | 144,531 | $ | 265,140 | $ | 265,117 |
A decrease or increase in interest rates of 1% would change the estimated fair value of this debt
at September 30, 2011 by an aggregate increase of $61.1 million or an aggregate decrease of $44.8
million, respectively. This debt is generally not subject to short-term fluctuations in interest
rates.
Foreign Currency Exchange Rate Risk
We own investments in the European Union and as a result are subject to risk from the effects of
exchange rate movements in various foreign currencies, primarily the Euro and, to a lesser extent,
the British Pound Sterling, which may affect future costs and cash flows. We manage foreign
currency exchange rate movements by generally placing both our debt obligation to the lender and
the tenants rental obligation to us in the same currency. This reduces our overall exposure to the
actual equity that we have invested and the equity portion of our cash flow. In addition, we may
use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net
receiver of these currencies (we receive more cash than we pay out), and therefore our foreign
operations benefit from a weaker U.S. dollar, and are adversely affected by a stronger U.S. dollar,
relative to the foreign currency. For the nine months ended September 30, 2011, we recognized net
unrealized and realized foreign currency transaction gains of $0.3 million and $1.3 million,
respectively. These gains are included in Other income and (expenses) in the consolidated financial
statements and were primarily due to changes in the value of the foreign currency on accrued
interest receivable on notes receivable from consolidated subsidiaries. Through the date of this
Report, we had not entered into any foreign currency forward contracts to hedge the effects of
adverse fluctuations in foreign currency exchange rates.
We have obtained mortgage financing in local currency. To the extent that currency fluctuations
increase or decrease rental revenues as translated to U.S. dollars, the change in debt service, as
translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to
some extent, mitigate the risk from changes in foreign currency exchange rates.
Other
We own stock warrants that were granted to us by lessees in connection with structuring initial
lease transactions and that are defined as derivative instruments because they are readily
convertible to cash or provide for net settlement upon conversion. Changes in the fair value of
these derivative instruments are determined using an option pricing model and are recognized
currently in earnings as gains or losses. At September 30, 2011, warrants issued to us were
classified as derivative instruments and had an aggregate estimated fair value of $1.7 million,
which is included in Other assets, net within the consolidated financial statements.
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Item 4. | Controls and Procedures |
Disclosure Controls and Procedures
Our disclosure controls and procedures include our controls and other procedures designed to
provide reasonable assurance 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 recorded,
processed, summarized and reported within the required time periods specified in the SECs rules
and forms and that such information is accumulated and communicated to management, including our
chief executive officer and chief financial officer, to allow timely decisions regarding required
disclosures. It should be noted that no system of controls can provide complete assurance of
achieving a companys objectives and that future events may impact the effectiveness of a system of
controls.
Our chief executive officer and chief financial officer, after conducting an evaluation, together
with members of our management, of the effectiveness of the design and operation of our disclosure
controls and procedures at September 30, 2011, have concluded that our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of September 30,
2011 at a reasonable level of assurance.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most
recently completed fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
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PART II
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
For the three months ended September 30, 2011, we issued 256,690 restricted shares of common stock
to the advisor as consideration for performance fees. These shares were issued at $10.40 per share,
which was our most recently published estimated NAV per share as approved by our board of directors
at the date of issuance. 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.
Issuer Purchases of Equity Securities
We received requests to redeem 84,060 shares of our common stock through our redemption plan
pursuant to the limited exceptions described in Financing Activities above, during the third
quarter of 2011, all of which were redeemed in the fourth quarter of 2011.
Item 6. | Exhibits |
The following exhibits are filed with this Report, except where indicated.
Exhibit No. | Description | |||
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
101 | The following materials from Corporate Property Associates 15
Incorporateds Quarterly Report on Form 10-Q for the quarter ended
September 30, 2011, formatted in XBRL (eXtensible Business Reporting
Language): (i) Consolidated Balance Sheets at September 30, 2011 and
December 31, 2010, (ii) Consolidated Statements of Income for the three
and nine months ended September 30, 2011, and 2010, (iii) Consolidated
Statements of Comprehensive Income for the three and nine months ended
September 30, 2011 and 2010, (iv) Consolidated Statements of Cash Flows
for the nine months ended September 30, 2011, and 2010, and (v) Notes
to Consolidated Financial Statements.* |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Corporate Property Associates 15 Incorporated |
||||
Date: November 14, 2011 | By: | /s/ Mark J. DeCesaris | ||
Mark J. DeCesaris | ||||
Chief Financial Officer (Principal Financial Officer) | ||||
Date: November 14, 2011 | By: | /s/ Thomas J. Ridings, Jr. | ||
Thomas J. Ridings, Jr. | ||||
Chief Accounting Officer (Principal Accounting Officer) |
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EXHIBIT INDEX
The following exhibits are filed with this Report, except where indicated.
Exhibit No. | Description | |||
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
101 | The following materials from Corporate Property Associates 15
Incorporateds Quarterly Report on Form 10-Q for the quarter ended
September 30, 2011, formatted in XBRL (eXtensible Business Reporting
Language): (i) Consolidated Balance Sheets at September 30, 2011 and
December 31, 2010, (ii) Consolidated Statements of Income for the three
and nine months ended September 30, 2011, and 2010, (iii) Consolidated
Statements of Comprehensive Income for the three and nine months ended
September 30, 2011 and 2010, (iv) Consolidated Statements of Cash Flows
for the nine months ended September 30, 2011, and 2010, and (v) Notes
to Consolidated Financial Statements.* |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |