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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM --------------- TO ---------------.
COMMISSION FILE NUMBER: 333-106838
-------------------------
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 80-0067704
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
50 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020 10020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBERS:
INVESTOR RELATIONS (212) 492-8920
(212) 492-1100
-------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
-------------------------
CPA(R):16-Global has SHARES OF COMMON STOCK registered pursuant to Section 12(g)
of the Act.
CPA(R):16-Global HAS NO SECURITIES registered on any exchanges.
CPA(R):16-Global (1) has filed all reports required by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No [X].
CPA(R):16-Global has no active market for common stock at August 6, 2004.
CPA(R):16-Global has 33,158,834 shares of common stock, $.001 par value
outstanding at August 6, 2004.
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
INDEX
Page No.
--------
PART I
Item 1. - Financial Information*
Condensed Consolidated Balance Sheets, as of June 30, 2004 and December 31, 2003 2
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2004 3
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2004 3
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 4
Notes to Condensed Consolidated Financial Statements 5-9
Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13
Item 3. - Quantitative and Qualitative Disclosures about Market Risk 14
Item 4. - Controls and Procedures 14
PART II - Other Information
Item 2(d). - Use of Proceeds of Registered Offering 15
Item 4. - Submission of Matters to a Vote of Security Holders 15
Item 6. - Exhibits and Reports on Form 8-K 15
Signatures 16
* The summarized condensed consolidated financial statements contained
herein are unaudited; however, in the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have been
included.
1
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
PART I
Item 1. - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2004 December 31, 2003
--------------- -----------------
(Unaudited) (Note)
--------------- -----------------
ASSETS:
Land and buildings, net of accumulated depreciation of $9,255 at June
30, 2004 $ 12,255,294 -
Net investment in direct financing leases 28,121,720 -
Cash and cash equivalents 98,928,716 $ 169,762
Equity investments 44,346,296 1,678
Deferred offering costs 2,165,628 1,028,804
Escrows and restricted cash 39,371,892 -
Other and intangible assets, net 3,641,034 -
Due from affiliates - 30,000
--------------- -----------------
Total assets $ 228,830,580 $ 1,230,244
=============== =================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Mortgage notes payable $ 18,977,700 -
Accrued interest 206,714 -
Prepaid rental income and security deposits 331,905 -
Due to affiliates 2,443,064 $ 1,044,473
Dividends payable 1,743,315 -
Deferred acquisition fees payable to affiliate 2,919,249 -
Accounts payable and accrued expenses 2,551,887 27,422
--------------- -----------------
Total liabilities 29,173,834 1,071,895
--------------- -----------------
Commitments and contingencies
Shareholders' equity:
Common stock, $.001 par value; authorized 110,000,000 shares; 22,250,260 and
20,000 shares issued and outstanding at June 30, 2004
and December 31, 2003 22,250 20
Additional paid-in capital 201,269,077 199,980
Accumulated other comprehensive income 37,195 -
Dividend in excess of accumulated earnings (1,671,776) (41,651)
--------------- -----------------
Total shareholders' equity 199,656,746 158,349
--------------- -----------------
Total liabilities and shareholders' equity $ 228,830,580 $ 1,230,244
=============== =================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
Note: The balance sheet at December 31, 2003 has been derived from the audited
consolidated financial statements at that date.
2
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS of INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30, 2004 June 30, 2004
------------------ ----------------
Revenues:
Rental income $ 106,205 $ 106,205
Interest income from direct financing leases 341,086 341,086
------------------ ----------------
447,291 447,291
------------------ ----------------
Operating expenses:
Depreciation and amortization $ 11,380 $ 11,380
General and administrative 186,045 312,929
Property expenses 221,426 221,426
------------------ ----------------
418,851 545,735
------------------ ----------------
Income (loss) before other interest income, equity
investments, gains and losses, and interest expense 28,440 (98,444)
Other interest income 297,038 390,883
Income from equity investments 422,590 422,626
Loss on foreign currency transactions (297) (297)
Interest expense (232,502) (232,502)
------------------ ----------------
Net income $ 515,269 $ 482,266
================== ================
Basic and diluted earnings per share $ 0.03 $ 0.05
================== ================
Weighted average shares outstanding - basic and diluted 15,320,209 9,357,555
================== ================
Note: The Company had no activity from the period from inception (June 5, 2003)
to June 30, 2003.
The accompanying notes are an integral part of the condensed consolidated
financial statements.
CONDENSED CONSOLIDATED STATEMENTS of COMPREHENSIVE INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30, 2004 June 30, 2004
------------------ ----------------
Net income $ 515,269 $ 482,266
Other comprehensive income:
Change in foreign currency translation adjustment 37,195 37,195
------------------ --------------
Comprehensive income $ 552,464 $ 519,461
================== ==============
Note: The Company had no activity from the period from inception (June 5, 2003)
to June 30, 2003.
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS of CASH FLOWS (Unaudited)
Six Months Ended June 30
-----------------------------------
2004 2003
-------------- --------------
Cash flows from operating activities:
Net income $ 482,266 -
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 13,486 -
Equity income in excess of distributions received (422,626) -
Straight-line rent adjustments (7,516) -
Increase in accrued interest 206,714 -
Increase in due to affiliates (a) 169,860 -
Increase in prepaid rent and security deposits 331,905 -
Net change in other operating assets and liabilities 170,777 -
-------------- --------------
Net cash provided by operating activities 944,866 -
-------------- --------------
Cash flows from investing activities:
Funds held in escrow for acquisition of equity investment (37,205,800) -
Acquisition of real estate and equity investments (84,542,513) -
-------------- --------------
Net cash used in investing activities (121,748,313) -
-------------- --------------
Cash flows from financing activities:
Proceeds from issuance of stock, net of costs of raising capital 201,091,327 $ 200,000
Proceeds from mortgages 18,840,150 -
Dividends paid (369,076) -
-------------- --------------
Net cash provided by financing activities 219,562,401 200,000
-------------- --------------
Net increase in cash and cash equivalents 98,758,954 200,000
Cash and cash equivalents, beginning of period 169,762 -
-------------- --------------
Cash and cash equivalents, end of period $ 98,928,716 $ 200,000
============== ==============
(a) Increase in due to affiliates excludes amounts related to the raising of
capital (financing activities) pursuant to the Company's public offering.
At June 30, 2004, the amount due to the Company's advisor for such costs
was $2,165,628.
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements of
Corporate Property Associates 16-Global Incorporated (the "Company") have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Article 10 of Regulation S-X of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the results of the interim period presented
have been included. The results of operations for the interim period are not
necessarily indicative of results for the full year. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.
Note 2. Organization and Offering:
The Company was formed on June 5, 2003 under the General Corporation Law of
Maryland for the purpose of engaging in the business of investing in and owning
property net leased to creditworthy corporations and other creditworthy
entities. Subject to certain restrictions and limitations, the business of the
Company is managed by W. P. Carey & Co. LLC (the "Advisor"). On June 12, 2003,
the Advisor purchased 20,000 shares of common stock for $200,000 as the initial
shareholder of the Company.
A maximum of 110,000,000 shares of common stock are being offered to the public
(the "Offering") on a "best efforts" basis by Carey Financial Corporation
("Carey Financial"), a wholly-owned subsidiary of the Advisor, and selected
other dealers at a price of $10 per share. During the six-month period ended
June 30, 2004, the Company issued 22,230,260 shares ($222,302,600) and has
issued an additional 10,908,574 shares ($109,085,740) since June 30, 2004,
pursuant to its offering. The Company intends to invest the net proceeds of the
Offering in properties, as described in the prospectus of the Company. The
Company has also registered up to 50,000,000 shares for a dividend reinvestment
plan.
Note 3. Transactions with Related Parties:
Pursuant to the Advisory Agreement, the Advisor performs certain services for
the Company including the identification, evaluation, negotiation, purchase and
disposition of property, the day-to-day management of the Company and the
performance of certain administrative duties. The Advisory Agreement between the
Company and the Advisor provides that the Advisor will receive asset management
and performance fees, each of which are -1/2 of 1% of Average Invested Assets,
as defined in the Advisory Agreement. The performance fee is subordinated to the
Preferred Return, as defined in the Advisory Agreement. As of June 30, 2004, the
Preferred Return has not yet been met. The asset management and performance fees
will be payable in cash or restricted stock at the option of the Advisor. In
connection with the day-to-day operations, the Advisor will also be reimbursed
for the actual cost of personnel needed to provide administrative services to
the operation of the Company. For both the three-month and six-month periods
ended June 30, 2004, the Company incurred asset management fees of $110,713,
with performance fees in like amounts, both of which are included in property
expenses in the accompanying condensed consolidated financial statements.
In connection with structuring and negotiating acquisitions and related mortgage
financing on behalf of the Company, the Advisory Agreement provides for
acquisition fees of not more than 4.5%, based on the aggregate cost of
properties acquired of which 2% will be deferred and payable in equal annual
installment over three years with payment subordinated to the Preferred Return.
Unpaid installments bear interest at an annual rate of 5%. For transactions that
were completed during the three months ended June 30, 2004, current and deferred
acquisition fees were $3,440,432 and $2,752,345, respectively, and were paid or
payable to the Advisor. In addition, the Company assumed a deferred fee
obligation of $166,904 of an affiliate when it increased its interest in a
limited partnership to 50% (see Note 5) and reimbursed the affiliate for
$208,629 of current fees. When a real estate acquisition is completed, the
Company pays the Advisor an acquisition expense allowance of 0.5% of the cost of
the properties in consideration for the Advisor's payment of acquisition
expenses. For the six-month period ended June 30, 2004, the allowance was
$729,211.
5
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Commitments and Contingencies:
The Company is liable for certain expenses of the offerings described in each
prospectus associated with such offerings, which include filing, legal,
accounting, printing and escrow fees, which are to be deducted from the gross
proceeds of the offering. The Company is reimbursing Carey Financial or one of
its affiliates for expenses (including fees and expenses of its counsel) and for
the costs of any sales and information meetings of Carey Financial's employees
or those of one of its affiliates relating to the offering. Total underwriting
compensation with respect to the offering may not exceed 10% of gross proceeds
of the offering. The Advisor has agreed to be responsible for the payment of (i)
organization and offering expenses (excluding selling commissions to Carey
Financial with respect to shares sold by selected dealers) which exceed 4% of
the gross proceeds of each offering and (ii) organization and offering expenses
(including selling commissions, fees and fees paid and expenses reimbursed to
selected dealers) which exceed 15% of the gross proceeds of each offering. The
total costs paid by the Advisor were $5,581,381 through June 30, 2004, of which
the Company has reimbursed $3,415,753. Unpaid costs are included in due to
affiliates in the accompanying condensed consolidated financial statements.
Note 5. Equity Investments:
The Company owns interests in single-tenant net leased properties leased to
corporations through noncontrolling interests in partnerships and limited
liability companies in which its ownership interests are 50% or less and the
Company exercises significant influence. All of the underlying investments are
owned with affiliates that have similar investment objectives as the Company.
The ownership interests range from 30.77% to 50%. The lessees are Actuant
Corporation ("Actuant"), U-Haul Moving Partners, Inc. ("U-Haul") and Mercury
Partners, LP ("Mercury"). The interests in the properties leased to Actuant,
U-Haul and Mercury are described below.
Summarized financial information of the equity investees are as follows:
June 30, 2004 December 31, 2003
------------- -----------------
Assets (primarily real estate) $ 365,387,331 $ 17,574,674
Liabilities (primarily mortgage notes payable) 226,576,015 634,812
------------- ------------
Partners' and members' equity $ 138,811,316 $ 16,939,862
============= ============
Company's share of equity investees' net assets $ 44,346,296 $ 1,678
============= ============
Six Months Ended
June 30, 2004
----------------
Revenues (primarily rental income and interest income from
direct financing leases) $ 5,635,060
Expenses (primarily interest on mortgages and depreciation) (3,785,338)
------------
Net income $ 1,849,722
============
Company's share of net income from equity investments $ 422,626
============
Actuant - In 2003, the Company and Corporate Property Associates 15
Incorporated, ("CPA(R):15"), an affiliate, formed a limited partnership for the
purpose of purchasing land and building in Kahl am Main, Germany and entered
into a net lease with Actuant. The total cost of the Actuant property was
(euro)13,724,681 ($16,768,815 based on the exchange rate of the Euro on date of
acquisition). The Company purchased a de minimus 0.01% interest in the limited
partnership in December 2003 and in June 2004 exercised an option to increase
its interest to 50%. In addition, in May 2004, the limited partnership obtained
(euro)9,300,000 ($11,232,540 based on the exchange rate of the Euro as of date
of limited recourse mortgage financing). The limited partnership has been
structured so that capital will be contributed in an amount equal to the
ownership interests, and profits and losses and distributions are paid pro rata
based on ownership interests. The Company's purchase price for its 50% interest
was $2,962,133, based on the original purchase price, net of the mortgage
balance at the time the option was exercised.
6
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The lease has an initial term of 17 years followed by two five-year renewal
terms and provides for initial annual rent of (euro)1,306,500 ($1,596,282). The
lease provides for annual rent increases based on a formula indexed to increases
in the German Consumer Price Index. The loan has an annual interest rate of
6.82% with payments of principal and interest of (euro)194,328 ($234,709) based
on a 25-year amortization schedule.
U-Haul and Mercury - On April 29, 2004, the Company, along with two affiliates,
Corporate Property Associates 14 Incorporated and CPA(R):15, through a limited
partnership in which the Company owns a 30.77% limited partnership interest,
purchased 78 retail self-storage and truck rental facilities and entered into
master lease agreements with two lessees that operate the facilities under the
U-Haul brand name. The self-storage facilities are leased to Mercury and the
truck rental facilities are leased to U-Haul. The total cost of the facilities
was $312,445,026. In connection with the purchase, the limited partnership
obtained $183,000,000 of limited recourse mortgage financing collateralized by
the properties and lease assignments. The loan, which matures in May 2014
provides for monthly payments of principal and interest of $1,229,804 at an
annual interest rate of 6.449% and a 25-year amortization schedule. The
Company's net purchase price for its 30.77% interest (inclusive of fees and
allowances) was $40,991,696.
The Mercury lease has an initial term of 20 years with two 10-year renewal
options and provides for annual rent of $18,551,115. The Mercury lease is
guaranteed by Mercury 99, LLC, an entity that owns a 99% ownership interest in
Mercury. The U-Haul lease has an initial term 10 years with two 10-year renewal
options and provides for annual rent of $9,990,000. In the event of default,
termination or expiration of the U-Haul lease, Mercury 99, LLC will
automatically assume the obligations of the U-Haul lease and Mercury 99, LLC
will continue to lease the self-storage facilities and shall lease the truck
rental facilities pursuant to the terms (with extension) of the U-Haul lease.
Upon Mercury 99, LLC's assumption, the term of the U-Haul lease shall be deemed
extended so as to automatically become co-terminus for the term of the Mercury
99, LLC lease. Each lease provides for rent increases every five years based on
a formula indexed to the Consumer Price Index ("CPI").
Note 6. Lease Revenue:
The Company's operations consist of the direct and indirect investment in and
the leasing of industrial and commercial real estate. The financial reporting
sources of lease revenues for the six-month period ended June 30, 2004 are as
follows:
2004
----------
Per Statements of Income:
Rental income from operating leases $ 106,205
Interest from direct financing leases 341,086
Adjustment:
Share of lease revenue from equity investments 1,916,682
----------
$2,363,973
==========
For the six-month period ended June 30, 2004, the Company earned its net lease
revenues from its investments as follows:
2004 %
---------- ---
U-Haul and Mercury (a) $1,515,815 64%
Actuant (a) 400,867 17
Polestar Petty Ltd. 341,086 14
Castle Rock Industries, Inc. 106,205 5
---------- ---
$2,363,973 100%
========== ===
(a) Represents the Company's proportionate share of lease revenues from its
equity investments.
7
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Dividends Payable:
A dividend of $.001241 per share per day in the period from April 1, 2004
through June 30, 2004 ($1,743,315) was declared in June 2004 and paid in July
2004.
Note 8. Acquisition of Real Estate:
On May 5, 2004, the Company purchased land and buildings in Leeds, England for
(pound)15,560,665 ($27,920,501 based on the exchange rate on the date of
acquisition) and entered into a net lease with Polestar Petty Ltd. The lease has
an initial term through May 2029 and provides an initial annual rent of
(pound)1,179,496 ($2,116,370) with annual increases of 2.5%. In connection with
the purchase, the Company obtained a limited recourse mortgage loan of
(pound)10,500,000 ($18,840,150), which matures in May 2014. The loan has a fixed
interest rate of 6.48% with stated payments of principal and interest based on a
25-year amortization schedule.
On June 1, 2004, the Company purchased land and buildings in Englewood, Colorado
and Chandler, Arizona for $13,764,817 and entered into a net lease with Castle
Rock Industries, Inc. The lease has an initial term of 20 years with four 5-year
renewal options and provides for initial annual rent of $1,327,620. The lease
provides for annual rent increases based on increases in the CPI, capped at 5%.
Note 9. Accounting Pronouncements:
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"),
the primary objective of which is to provide guidance on the identification of
entities for which control is achieved through means other than voting rights
("variable interest entities" or "VIEs") and to determine when and which
business enterprise should consolidate the VIE (the "primary beneficiary"). In
December 2003, the FASB issued a revised FIN 46 which modifies and clarifies
various aspects of the original Interpretation. FIN 46 applies when either (1)
the equity investors (if any) lack one or more of the essential characteristics
of controlling financial interest, (2) the equity investment at risk is
insufficient to finance that entity's activities without additional subordinated
financial support or (3) the equity investors have voting rights that are not
proportionate to their economic interest. In addition FIN 46 requires additional
disclosures. The adoption of FIN 46 did not have a material impact on the
financial statements as none of its investments in unconsolidated joint ventures
are VIEs.
Note 10. Subsequent Events:
A. In July 2004, the Company purchased land and buildings in Hampton,
New Hampshire for $32,170,523 and entered into a net lease with Foss
Manufacturing Company, Inc. The lease has an initial term of 20
years with two 10-year renewal options and provides for initial
annual rent of $3,194,565. The lease provides for rent increases
every three years based on increases in the CPI. In connection with
the purchase, the Company obtained a limited recourse mortgage loan
of $17,000,000, which matures in July 2024. Interest on the mortgage
loan is based on a fixed annual interest rate of 6.6% with monthly
payments of principal and interest of $127,750 based on a 20-year
amortization schedule.
B. In July 2004, the Company, through a 40% interest in a limited
liability company in which CPA(R):15 owns the remaining 60%
interest, purchased land and buildings in Finland for
(euro)78,734,048 ($97,370,397 based on exchange rate of the Euro on
date of acquisition) and entered into two leases with TietoEnator
Plc.
The leases have an initial term of 12.5 years with three five-year
renewal options at an initial aggregate annual rent of
(euro)5,647,776 ($6,984,605). Both leases provide for annual rent
increases based on a formula indexed to a cost of living index
published by Statistics Finland, Inc. In connection with the
purchase, the limited liability company obtained limited recourse
mortgage loans of (euro)57,200,000 ($70,739,240). Interest on the
loan is based on an annual interest rate of 5.16% with stated
principal payments increasing annually.
8
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
C. Between July 26, 2004 and August 3, 2004 in two separate
transactions, the Company and CPA(R):15 with 35% and 65% interests,
respectively, purchased five properties in France for approximately
(euro) 85,326,000 (approximately $103,200,000 based on the exchange
rates of the Euro on the dates of acquisition) and assumed existing
net leases with Thales S.A. Four of the leases expire in December
2011 and one lease expires in December 2010, with each lease
providing for a nine-year renewal term. Annual rent is (euro)
8,099,000 (approximately $9,715,000 based on the exchange rates of
the Euro on the dates of acquisition) with annual increases in the
INSEE, a French construction cost index. In connection with the
purchases of the property, the Company and CPA(R):15 obtained
(euro) 63,500,000 (approximately $76,835,000 based on the exchange
rates of the Euro on the dates of acquisition) of limited recourse
mortgage financing.
9
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of
operations of Corporate Property Associates 16 - Global Incorporated
("CPA(R):16-Global") should be read in conjunction with the condensed
consolidated financial statements and notes thereto as of June 30, 2004 included
in this quarterly report and CPA(R):16-Global's Annual Report on Form 10-K for
the period from inception (June 5, 2003) to December 31, 2003. The following
discussion contains forward-looking statements. Forward looking statements,
which are based on certain assumptions, describe future plans, strategies and
expectations of CPA(R):16-Global. Forward-looking statements discuss matters
that are not historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as "anticipate", "believe",
"expect", "estimate", "intend", "could", "should", "would", "may," or similar
expressions. Do not unduly rely on forward-looking statements. They give
CPA(R):16-Global's expectations about the future and are not guarantees, and
speak only as of the date they are made. Such statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievement of CPA(R):16-Global to be materially
different from the results of operations or plan expressed or implied by such
forward looking statements. The risk factors are fully described in Item 1 of
the Annual Report on Form 10-K for the year ended December 31, 2003.
Accordingly, such information should not be regarded as representations by
CPA(R):16-Global that the results or conditions described in such statements or
objectives and plans of CPA(R):16-Global will be achieved. Additionally, a
description of CPA(R):16-Global's critical accounting estimates is included in
the management's discussion and analysis in the Annual Report on Form 10-K.
There has been no significant change in such critical accounting estimates.
EXECUTIVE OVERVIEW
How CPA(R):16-Global Earns Revenue
The primary source of CPA(R):16-Global's revenues are earned from leasing real
estate. CPA(R):16-Global acquires and owns commercial properties that are then
leased to companies domestically and internationally, primarily on a net lease
basis. Revenue is subject to fluctuation because of lease expirations, lease
terminations, the timing of new lease transactions and acquisitions and sales of
property.
Business Overview
CPA(R):16-Global was formed in June 2003 and is using the proceeds from its
initial public offering of its common stock along with limited recourse mortgage
financing to purchase properties and, in most cases, enter into long-term net
leases with corporate lessees. In December 2003, CPA(R):16-Global commenced a
"best efforts" public offering to raise up to $1,100,000,000. As of June 30,
2004, CPA(R):16-Global had raised approximately $222,303,000 from its public
offering. CPA(R):16-Global generally structures its net leases to place certain
economic burdens of ownership on its corporate lessees by requiring them to pay
the costs of maintenance and repair, insurance and real estate taxes. When
possible, CPA(R):16-Global negotiates guarantees of the lease obligations from
parent companies. CPA(R):16-Global expects to negotiate leases that provide for
periodic rent increases that are stated or based on increases in the Consumer
Price Index ("CPI") or, for retail properties, may provide for additional rents
based on sales in excess of a specified base amount. A portion of
CPA(R):16-Global's portfolio will include interests in real estate through joint
ventures with affiliates who have similar investment objectives as
CPA(R):16-Global. These jointly owned investments also enter into net leases on
a single-tenant basis.
CPA(R):16-Global intends to qualify as a real estate investment trust ("REIT")
for federal income tax purposes in 2004. If CPA(R):16-Global qualifies as a
REIT, it will not be subject to federal income taxes on amounts distributed to
shareholders provided CPA(R):16-Global meets certain conditions including
distributing at least 90% of its REIT taxable income to shareholders.
CPA(R):16-Global's objectives are to pay quarterly distributions at an
increasing rate, to increase equity in CPA(R):16-Global's real estate through
regular mortgage principal payments and to own a diversified portfolio of
net-leased real estate that will increase in value.
How Management Evaluates Results of Operations
Management intends to evaluate the results of CPA(R):16-Global with a primary
focus on the ability to generate cash flow necessary to meet its investment
objectives of increasing its distribution rate to its shareholders and overall
property appreciation. As a result, management's assessment of operating results
gives less emphasis to the effect of unrealized gains and losses, which may
cause fluctuations in net income for comparable periods but has no impact on
cash flow and to other noncash charges such as depreciation and impairment
charges. In evaluating cash flow from operations, management includes equity
distributions that are included in investing activities to the extent that the
distributions in excess of equity income are the result of noncash charges such
as depreciation and amortization.
10
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
Management does not consider unrealized gains and losses from foreign currency
when evaluating its ability to fund dividends. Management's evaluation of
CPA(R):16-Global's potential for generating cash flow is based on long-term
assessments.
For the six months ended June 30, 2004, cash flow generated from operations was
sufficient to fund dividends paid and meet other operating obligations. Based on
its current projections, management expects that over the long-term, cash flow
from operations and equity investments will meet the objective of increasing the
distribution rate and meeting other cash obligations. CPA(R):16-Global has cash
balances of $98,929,000 as of June 30, 2004 which can be used for working
capital needs, real estate purchases, distributions and other commitments.
Current Developments and Trends
As general economic conditions continue to improve, inflation and interest rates
are expected to continue to rise as well. In addition, competition for both real
estate properties and for investors' money continues to increase. These trends
generally present challenges to the real estate leasing market. Management feels
that its objective of maintaining a diverse portfolio of properties with
long-term leases and long-term, fixed rate debt obligations provides investors
protection from these trends. In addition, the majority of lease transactions
include CPI escalation clauses that are intended to help protect our investors
against potential future inflation and should allow CPA(R):16-Global to continue
to increase its dividend.
Management will continue to pursue its objectives through long-term transactions
and continuing to diversify its portfolio. To that end, management expects to
continue to invest in the international commercial real estate market as a means
of diversifying its portfolio. While more complex and generally requiring a
longer lead time to complete, international transactions currently provide the
benefits of more favorable interest rates and greater flexibility to leverage
the underlying property.
Management believes that as the portfolio matures there is a potential for a
substantial increase in the value of the portfolio and that any increase will
not be reflected in its financial statements.
Current developments include:
As more fully described in Notes 5 and 8 of the accompanying condensed
consolidated financial statements, CPA(R):16-Global increased its equity
interest in a limited partnership which leases property to Actuant Corporation
in Germany, purchased a 30.77% interest in 78 properties leased to two lessees
that operate under the U-Haul brand name, purchased property in Great Britain
leased to Polestar Petty, Ltd. and purchased properties in Colorado and Arizona
leased to Castle Rock, Industries, Inc. CPA(R):16-Global's share of annual cash
flow (contractual rent, less property-level mortgage debt services) is
approximately $6,663,000.
For the six-month period ended June 30, 2004, CPA(R):16-Global issued 22,230,260
shares ($222,302,600) and has issued an additional 10,908,574 shares
($109,086,000) since June 30, 2004, pursuant to its offering.
CPA(R):16-Global paid its first dividend In April 2004. In June 2004, the Board
of Directors of CPA(R):16-Global approved and increased the second quarter
dividend to $.001241 per share per day in the period from April 1, 2004 through
June 30, 2004.
In July 2004, CPA(R):16-Global purchased land and buildings in Hampton, New
Hampshire for $32,170,000 and entered into a lease with Foss Manufacturing
Company, Inc. The lease has an initial term of 20 years and provides for initial
annual rent of $3,195,000. In connection with the purchase, CPA(R):16-Global
obtained a limited recourse mortgage loan of $17,000,000, which matures in July
2024. Annual debt service on the loan is approximately $1,533,000.
In July 2004, CPA(R):16-Global and an affiliate, Corporate Property Associates
15 Incorporated ("CPA(R):15"), through 40% and 60% interests, respectively, in
a limited liability company, purchased land and buildings in Finland for
(euro)78,734,048 ($97,370,000 based on exchange rate of the Euro on date of
acquisition) and entered into two leases with TietoEnator Plc. In connection
with the purchase, the limited liability company obtained limited recourse
mortgage loans of (euro)57,200,000 ($70,739,000).
Between July 26, 2004 and August 3, 2004 in two separate transactions,
CPA(R):16-Global and CPA(R):15 with 35% and 65% interests, respectively,
purchased five properties in France for approximately (euro) 85,326,000
(approximately $103,200,000 based on the exchange rates of the Euro on the
dates of acquisition) and assumed existing net leases with Thales S.A. In
connection with the purchases of the property, CPA(R):16-Global and CPA(R):15
obtained (euro) 63,500,000 (approximately $76,835,000 based on the exchange
rates of the Euro on the dates of acquisition) of limited recourse mortgage
financing.
11
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
Results of Operations
CPA(R):16-Global commenced real estate operations in 2004. Through June 30,
2004, CPA(R):16-Global has entered into five leases and anticipates that it will
use the proceeds of its "best efforts" public offering along with limited
recourse property-level mortgage financing to form a diversified portfolio of
real estate net leased to corporate tenants. Accordingly, the results of
operations for the three and six-month periods ended June 30, 2004 are not
expected to be representative of future results because CPA(R):16-Global expects
that its asset base will increase substantially. As the asset base of
CPA(R):16-Global increases, revenues and general and administrative, property
and depreciation expenses will increase. Interest expense will increase as
mortgage loans are obtained. CPA(R):16-Global has property investments in Europe
and the United Kingdom and as such, results of operations are subject to
fluctuations in foreign currency exchange rates.
CPA(R):16-Global's portfolio as of June 30, 2004 (including the pro rata share
of equity investments) is expected to generate annual cash flow of
approximately $6,663,000, as follows:
Annual Annual Estimated % of Estimated
Lease Obligor Contractual Rent Debt Service Cash Flow Cash Flow
- ---------------------- ---------------- ------------ ----------- --------------
U-Haul and Mercury (1) $ 8,782,101 $ 4,540,927 $ 4,241,174 64%
Actuant (1) (2) 789,453 469,691 319,762 5
Polestar (2) 2,131,821 1,356,936 774,885 11
Castle Rock 1,327,620 - 1,327,620 20
---------------- ------------ ----------- -------------
$ 13,030,995 $ 6,367,554 $ 6,663,441 100%
================ ============ =========== =============
(1) Pro rata share of equity investment.
(2) Based on applicable exchange rate on June 30, 2004.
Since June 30, 2004, CPA(R):16-Global has made investments in properties leased
to Foss Manufacturing, TietoEnator and Thales. These transactions are more fully
described above in "Current Developments and Trends."
CPA(R):16-Global's investments in the Foss, TietoEnator and Thales properties
are expected to generate annual cash flow (contractual rent less property-level
mortgage debt service) of approximately $3,820,000, subject to fluctuations in
average exchange rates.
Financial Condition
Uses of Cash During the Period
Prior to December 31, 2003, CPA(R):16-Global had no substantive operating
history and its cash balances consisted of funds provided by its Advisor to
purchase the initial 20,000 shares of the Company. Since December 31, 2003,
CPA(R):16-Global has raised funds from its "best efforts" offering and commenced
real estate operations. Cash and cash equivalents totaled $98,929,000 as of June
30, 2004. Management believes CPA(R):16-Global has sufficient cash balances to
acquire a diversified real estate portfolio and meet its working capital needs.
CPA(R):16-Global's use of cash during the period is described below.
Operating Activities - For the six-month period ended June 30, 2004, cash flows
from operating activities of $945,000 were sufficient to pay dividends to
shareholders of $369,000. Annual operating cash flow is expected to continue to
increase as a result of new leases signed in 2004. Leases entered into with
Polestar and Castle Rock during the quarter ended June 30, 2004 are expected to
provide annual cash flow of approximately $2,103,000.
Investing Activities - For the six-month period ended June 30, 2004,
CPA(R):16-Global used $42,678,000 to purchase real estate and $41,864,000 to
acquire certain ownership interests in equity investments. Annual cash flow from
equity investments is expected to approximate $4,561,000. In addition, during
June 2004, CPA(R):16-Global placed $37,205,800 in an escrow account which was
used to purchase the TietoEnator interest in July.
Financing Activities - For the six-month period ended June 30, 2004,
CPA(R):16-Global raised $201,091,000, net of costs, from its "best efforts"
offering, obtained limited recourse mortgage financing on the Polestar
acquisition of $18,840,150 and paid a quarterly dividend to shareholders of
$369,000. As additional shares are issued pursuant to the offering, aggregate
quarterly dividend payments will increase substantially.
All of CPA(R):16-Global's mortgages are limited recourse and bear interest at
fixed rates. Accordingly, CPA(R):16-Global's cash flow should not be adversely
affected by increases in interest rates which are near historical lows.
12
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
However, financings on future acquisitions will likely bear higher rates of
interest. A lender on limited recourse mortgage debt has recourse only to the
property collateralizing such debt and not to any of CPA(R):16-Global's other
assets, while unsecured financing would give a lender recourse to all of
CPA(R):16-Global's assets. The use of limited recourse debt, therefore, will
allow CPA(R):16-Global to limit its exposure of all of its assets to any one
debt obligation. Management believes that the strategy of combining equity and
limited recourse mortgage debt will allow CPA(R):16-Global to meet its
short-term and long-term liquidity needs and will help to diversify
CPA(R):16-Global's portfolio and, therefore, reduce concentration of risk in any
particular lessee.
CPA(R):16-Global intends to obtain limited recourse financing ranging from
approximately 50% to 60% of the purchase cost for its domestic properties and
70% to 80% for its foreign properties. CPA(R):16-Global does not currently plan
on seeking additional sources of financing such as an unsecured line of credit;
however, its financing strategies could change in the future.
Cash Resources
As of June 30, 2004, CPA(R):16-Global has $98,929,000 in cash and cash
equivalents which can be used for working capital needs, future real estate
purchases, distributions and other commitments. In addition, debt may be
incurred on unleveraged properties with a carrying value of $13,765,000 as of
June 30, 2004 and any proceeds may be used to finance future real estate
purchases.
Cash Requirements
During the next twelve months, cash requirements will include scheduled mortgage
principal payments (CPA(R):16-Global has no mortgage balloon payments scheduled
until April 2014), paying dividends to shareholders, as well as other normal
recurring operating expenses. CPA(R):16-Global also intends to use its cash to
purchase new properties to further diversify its portfolio and maintain cash
balances sufficient to meet working capital needs. Based on the projected
increase in operating cash flows from new leases, and recent property
acquisitions, cash flow from operations and distributions from operations of
equity investments in excess of equity income is expected to be sufficient to
meet operating cash flow objectives. Accordingly, CPA(R):16-Global expects to
have sufficient cash flow to continue increasing the distribution rate to its
shareholders. Distributions are determined by Management's long-term projections
of cash flow.
Other Matters
CPA(R):16-Global currently conducts business in Europe and the United Kingdom
and may recognize transaction gains and losses from its foreign operations.
Foreign currency transaction gains and losses were not material to
CPA(R):16-Global's results of operations for the current period.
CPA(R):16-Global is subject to foreign currency exchange rate risk from the
effects of changes in exchange rates. To date, CPA(R):16-Global has not entered
into any foreign currency forward exchange contracts to hedge the effects of
adverse fluctuations in foreign currency exchange rates. CPA(R):16-Global has
obtained limited recourse mortgage financing at fixed rates of interest in the
local currency. To the extent that currency fluctuations increase or decrease
rental revenues as translated to dollars, the change in debt service, as
translated to dollars, will partially offset the effect of fluctuations in
revenue, and, to some extent mitigate the risk from changes in foreign currency
rates.
OFF-BALANCE SHEET ARRANGEMENTS, GUARANTEES AND AGGREGATE CONTRACTUAL AGREEMENTS:
A summary of CPA(R):16-Global's contractual obligations and commitments as of
June 30, 2004 is as follows:
Total 2004 2005 2006 2007 2008 Thereafter
----------- -------- ---------- ---------- ---------- ----------- ------------
Obligations:
Limited recourse mortgage notes
payable (1) $18,977,700 $ 56,933 $ 132,844 $ 180,288 $ 227,732 $ 284,666 $ 18,095,237
Deferred acquisition fees 2,919,249 - - 973,083 973,083 973,083 -
----------- -------- ---------- ---------- ---------- ----------- ------------
$21,896,949 $ 56,933 $ 132,844 $1,153,371 $1,200,815 $ 1,257,749 $ 18,095,237
=========== ======== ========== ========== ========== =========== ============
(1) The limited recourse mortgage notes payable were obtained in connection with
the acquisition of properties in the ordinary course of business.
13
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
Item 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2004, CPA(R):16-Global had no material exposure to market risk.
Market risk is the exposure to loss resulting from changes in interest rates,
credit spreads, foreign currency exchange rates and equity prices. In pursuing
CPA(R):16-Global's business plan, the primary market risks to which
CPA(R):16-Global are exposed are interest rate risk and currency exchange rates.
The value of CPA(R):16-Global's real estate will be subject to fluctuations
based on changes in interest rates, local and regional economic conditions and
changes in the creditworthiness of lessees, and this may affect
CPA(R):16-Global's ability to refinance our debt when balloon payments are
scheduled.
CPA(R):16-Global has foreign operations. CPA(R):16-Global; therefore, is subject
to foreign currency exchange risk from the effects of exchange rate movements of
foreign currencies and this may affect future income, costs and cash flows.
CPA(R):16-Global's initial foreign currency exchange exposures are to the Euro
and the British Pound. CPA(R):16-Global has not entered into any foreign
currency forward exchange contracts or other derivative financial instruments to
hedge the effects of adverse fluctuations in foreign currency exchange rates.
CPA(R):16-Global's long-term debt bears interest at a fixed rate, and therefore
the fair value of this instrument is affected by changes in the market interest
rates. The following table presents principal cash flows based upon expected
maturity dates of the debt obligation and the related weighted-average interest
rate by expected maturity date for the fixed rate debt.
2004 2005 2006 2007 2008 Thereafter Total Fair Value
------- -------- -------- -------- -------- ----------- ----------- -----------
Fixed rate debt $56,933 $132,844 $180,288 $227,732 $284,666 $18,095,237 $18,977,700 $18,977,700
Weighted average
interest rate 6.56% 6.56% 6.56% 6.56% 6.56% 6.56%
A change in interest rates of 1% would not have an effect on annual interest
expense as CPA(R):16-Global has no variable rate debt.
Item 4. - CONTROLS AND PROCEDURES
The Co-Chief Executive Officers and Chief Financial Officer of the Company have
conducted a review of the Company's disclosure controls and procedures as of
June 30, 2004.
The Company's disclosure controls and procedures include the Company's controls
and other procedures designed to ensure that information required to be
disclosed in this and other reports filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act") is accumulated and communicated to the
Company's management, including its Co-Chief Executive Officers and Chief
Financial Officer, to allow timely decisions regarding required disclosure and
to ensure that such information is recorded, processed, summarized and reported,
within the required time periods.
Based upon this review, the Company's Co-Chief Executive Officers and Chief
Financial Officer have concluded that the Company's disclosure controls (as
defined in Rule 13a-14(c) promulgated under the Exchange Act) are sufficiently
effective to ensure that the information required to be disclosed by the Company
in the reports it files under the Exchange Act is recorded, processed,
summarized and reported with adequate timeliness.
14
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
PART II
Item 2d. - USE OF PROCEEDS OF REGISTERED OFFERING
Pursuant to Rule 701 of Regulation S-K, the use of proceeds from the Company's
offering of common stock which commenced in December 2003 (File #333-106838) is
as follows as of June 30, 2004:
Shares registered: 110,000,000
Aggregate price of offering amount registered: $1,100,000,000
Shares sold: 22,250,260
Aggregated offering price of amount sold: $ 222,502,600
Direct or indirect payments to directors, officers, general
partners of the issuer or their associates, to persons
owning ten percent or more of any class of equity
securities of the issuer and to affiliates of the issuer: -
Direct or indirect payments to others: $ 21,211,272
Net offering proceeds to the issuer after deducting expenses: $ 201,291,328
Purchases of real estate and equity investments: $ 84,542,513
Temporary investments in cash and cash equivalents: $ 116,748,815
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended June 30, 2004, no matters were submitted to a vote of
Security Holders.
Item 6. - EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits:
31.1 Certification of Co-Chief Executive Officers
31.2 Certification of Chief Financial Officer
32.1 Certification of Co-Chief Executive Officers Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
None
15
CORPORATE PROPERTY ASSOCIATES 16 - GLOBAL INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORPORATE PROPERTY ASSOCIATES 16-GLOBAL INCORPORATED
8/6/2004 By: /s/ John J. Park
- -------- -------------------------------
Date John J. Park
Managing Director and
Chief Financial Officer
(Principal Financial Officer)
8/6/2004 By: /s/ Claude Fernandez
- -------- -------------------------------
Date Claude Fernandez
Managing Director and
Chief Accounting Officer
(Principal Accounting Officer)
16