Attached files

file filename
EX-32 - EXHIBIT 32 - Corporate Property Associates 17 - Global INCc17276exv32.htm
EX-31.1 - EXHIBIT 31.1 - Corporate Property Associates 17 - Global INCc17276exv31w1.htm
EX-31.2 - EXHIBIT 31.2 - Corporate Property Associates 17 - Global INCc17276exv31w2.htm
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 March 31, 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: 000-52891
(CPA LOGO)
CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
(Exact name of registrant as specified in its charter)
     
Maryland   20-8429087
(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

(Registrant’s 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 o 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 had 162,110,628 shares of common stock, $.001 par value, outstanding at May 9, 2011.
 
 

 

 


 

INDEX
         
    Page No.  
       
 
       
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    7  
 
       
    20  
 
       
    32  
 
       
    34  
 
       
       
 
       
    34  
 
       
    35  
 
       
    36  
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32
Forward Looking Statements
This Quarterly Report on Form 10-Q (the “Report”), including Management’s 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 18, 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 Management’s 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®:17 Global 3/31/2011 10-Q — 1

 

 


Table of Contents

PART I
Item 1.   Financial Statements
CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
                 
    March 31, 2011     December 31, 2010  
Assets
               
Investments in real estate:
               
Real estate, at cost
  $ 1,073,316     $ 930,404  
Operating real estate, at cost
    12,179       12,177  
Accumulated depreciation
    (22,527 )     (16,574 )
 
           
Net investments in properties
    1,062,968       926,007  
Net investments in direct financing leases
    400,593       397,006  
Real estate under construction
    75,143       53,041  
Equity investments in real estate
    152,883       50,853  
 
           
Net investments in real estate
    1,691,587       1,426,907  
Cash and cash equivalents
    210,876       162,745  
Intangible assets, net
    270,911       252,078  
Notes receivable
    40,000       89,560  
Other assets, net
    62,883       56,965  
 
           
Total assets
  $ 2,276,257     $ 1,988,255  
 
           
 
 
Liabilities and Equity
               
Liabilities:
               
Non-recourse and limited-recourse debt
  $ 769,469     $ 667,478  
Accounts payable, accrued expenses and other liabilities
    11,657       14,719  
Prepaid and deferred rental income
    29,911       27,020  
Due to affiliates
    26,994       21,009  
Distributions payable
    24,234       21,520  
 
           
Total liabilities
    862,265       751,746  
 
           
Commitments and contingencies (Note 10)
               
Equity:
               
CPA®:17 — Global shareholders’ equity:
               
Preferred stock, $0.001 par value; 50,000,000 shares authorized; none issued
           
Common stock, $0.001 par value; 400,000,000 shares authorized; 161,003,481 and 143,231,953 shares issued, respectively
    161       143  
Additional paid-in capital
    1,439,576       1,280,453  
Distributions in excess of accumulated earnings
    (105,245 )     (93,446 )
Accumulated other comprehensive income (loss)
    18,658       (14,943 )
 
           
 
    1,353,150       1,172,207  
Less, treasury stock at cost, 1,012,221 and 864,991 shares, respectively
    (9,414 )     (8,044 )
 
           
Total CPA®:17 — Global shareholders’ equity
    1,343,736       1,164,163  
Noncontrolling interests
    70,256       72,346  
 
           
Total equity
    1,413,992       1,236,509  
 
           
Total liabilities and equity
  $ 2,276,257     $ 1,988,255  
 
           
 
Note: Substantially all our assets and liabilities are held through our operating partnership. See Note 2 for further information.
See Notes to Consolidated Financial Statements.
CPA®:17 Global 3/31/2011 10-Q — 2

 

 


Table of Contents

CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except share and per share amounts)
                 
    Three Months Ended March 31,  
    2011     2010  
Revenues
               
Rental income
  $ 27,632     $ 8,412  
Interest income from direct financing leases
    11,293       9,367  
Other real estate income
    853        
Interest income on CMBS and notes receivable
    2,219       517  
Other operating income
    551       124  
 
           
 
    42,548       18,420  
 
           
Expenses
               
Depreciation and amortization
    (8,359 )     (2,332 )
General and administrative
    (1,836 )     (977 )
Property expenses
    (3,782 )     (1,195 )
Other real estate expenses
    (484 )      
 
           
 
    (14,461 )     (4,504 )
 
           
Other Income and Expenses
               
Income from equity investments in real estate
    1,770       398  
Other income and (expenses)
    (679 )     (64 )
Other interest income
    13       4  
Interest expense
    (12,176 )     (5,316 )
 
           
 
    (11,072 )     (4,978 )
 
           
Income before income taxes
    17,015       8,938  
(Provision for) benefit from income taxes
    (367 )     468  
 
           
Net Income
    16,648       9,406  
 
           
Less: Net income attributable to noncontrolling interests
    (4,213 )     (3,283 )
 
           
Net Income Attributable to CPA®:17 — Global Shareholders
  $ 12,435     $ 6,123  
 
           
Earnings Per Share
               
Net income attributable to CPA®:17 — Global shareholders
  $ 0.08     $ 0.07  
 
           
 
               
Weighted Average Shares Outstanding
    151,599,433       87,261,461  
 
           
 
               
Distributions Declared Per Share
  $ 0.1600     $ 0.1600  
 
           
See Notes to Consolidated Financial Statements.
CPA®:17 Global 3/31/2011 10-Q — 3

 

 


Table of Contents

CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(in thousands)
                 
    Three Months Ended March 31,  
    2011     2010  
Net Income
  $ 16,648     $ 9,406  
Other Comprehensive Income (Loss):
               
Foreign currency translation adjustments
    37,378       (9,643 )
Change in unrealized gain (loss) on derivative instruments
    (3,118 )     (1,490 )
 
           
 
    34,260       (11,133 )
 
           
Comprehensive income (loss)
    50,908       (1,727 )
 
           
Amounts Attributable to Noncontrolling Interests:
               
Net income
    (4,213 )     (3,283 )
Foreign currency translation adjustments
    (635 )     638  
Change in unrealized (gain) loss on derivative instruments
    (24 )     523  
 
           
Comprehensive income attributable to noncontrolling interests
    (4,872 )     (2,122 )
 
           
Comprehensive Income (Loss) Attributable to CPA®:17 — Global Shareholders
  $ 46,036     $ (3,849 )
 
           
See Notes to Consolidated Financial Statements.
CPA®:17 Global 3/31/2011 10-Q — 4

 

 


Table of Contents

CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
For the three months ended March 31, 2011 and the year ended December 31, 2010
(in thousands, except share amounts)
                                                                         
            CPA®:17 — Global Shareholders              
                            Distributions     Accumulated             Total              
    Total             Additional     in Excess of     Other             CPA®:17              
    Outstanding     Common     Paid-In     Accumulated     Comprehensive     Treasury     Global     Noncontrolling        
    Shares     Stock     Capital     Earnings     Income (Loss)     Stock     Shareholders     Interests     Total  
Balance at January 1, 2010
    79,886,568     $ 82     $ 718,057     $ (53,118 )   $ (4,902 )   $ (2,314 )   $ 657,805     $ 71,332     $ 729,137  
Shares issued, net of offering costs
    62,643,431       60       557,835                               557,895               557,895  
Shares issued to affiliates
    453,121       1       4,561                               4,562               4,562  
Contributions from noncontrolling interests
                                                            412       412  
Distributions declared ($0.6400 per share)
                            (70,782 )                     (70,782 )             (70,782 )
Distributions to noncontrolling interests
                                                            (12,959 )     (12,959 )
Net income
                            30,454                       30,454       15,333       45,787  
Other comprehensive loss:
                                                                       
Foreign currency translation adjustments
                                    (6,660 )             (6,660 )     (778 )     (7,438 )
Change in unrealized loss on derivative instruments
                                    (3,381 )             (3,381 )     (994 )     (4,375 )
Repurchase of shares
    (616,158 )                                     (5,730 )     (5,730 )             (5,730 )
 
                                                     
Balance at December 31, 2010
    142,366,962       143       1,280,453       (93,446 )     (14,943 )     (8,044 )     1,164,163       72,346       1,236,509  
 
                                                     
Shares issued, net of offering costs
    17,528,956       17       156,697                               156,714               156,714  
Shares issued to affiliates
    242,572       1       2,426                               2,427               2,427  
Contributions from noncontrolling interests
                                                            1,138       1,138  
Distributions declared ($0.1600 per share)
                            (24,234 )                     (24,234 )             (24,234 )
Distributions to noncontrolling interests
                                                            (8,100 )     (8,100 )
Net income
                            12,435                       12,435       4,213       16,648  
Other comprehensive income:
                                                                       
Foreign currency translation adjustments
                                    36,743               36,743       635       37,378  
Change in unrealized loss on derivative instruments
                                    (3,142 )             (3,142 )     24       (3,118 )
Repurchase of shares
    (147,230 )                                     (1,370 )     (1,370 )             (1,370 )
 
                                                     
Balance at March 31, 2011
    159,991,260     $ 161     $ 1,439,576     $ (105,245 )   $ 18,658     $ (9,414 )   $ 1,343,736     $ 70,256     $ 1,413,992  
 
                                                     
See Notes to Consolidated Financial Statements.
CPA®:17 Global 3/31/2011 10-Q — 5

 

 


Table of Contents

CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
                 
    Three Months Ended March 31,  
    2011     2010  
Cash Flows — Operating Activities
               
Net income
  $ 16,648     $ 9,406  
Adjustments to net income:
               
Depreciation and amortization, including intangible assets
    9,847       2,334  
Straight-line rent adjustments and amortization of rent-related intangibles
    585       (1,157 )
Settlement of derivative liability
    (4,469 )      
Income from equity investment in real estate in excess of distributions received
    (259 )     (56 )
Issuance of shares to affiliate in satisfaction of fees due
    2,426       617  
Realized loss on foreign currency transactions and other, net
    43        
Unrealized loss on foreign currency transactions
    636       65  
Decrease (increase) in accounts receivable and prepaid expenses
    926       (587 )
(Decrease) increase in accounts payable and accrued expenses
    (2,192 )     841  
(Increase) decrease in prepaid and deferred rental income
    (496 )     3,287  
Increase in due to affiliates
    4,579       2,015  
Change in other operating assets and liabilities, net
    (1,870 )     (1,256 )
 
           
Net cash provided by operating activities
    26,404       15,509  
 
           
 
 
Cash Flows — Investing Activities
               
Distributions received from equity investments in real estate in excess of equity income
    80,753       332  
Acquisitions of real estate and direct financing leases and other capital expenditures (a)
    (149,163 )     (147,311 )
Contributions to equity investments in real estate (a)
    (172,439 )     (60 )
VAT paid in connection with acquisitions in real estate
    (3,542 )     (7,488 )
VAT refunded in connection with acquisitions in real estate
    4,728       6,346  
Proceeds from repayment of notes receivable
    49,560       7,000  
Investment in securities
    (1,250 )      
Funds released from escrow
    7,407       455  
Funds placed in escrow
    (5,666 )     (2,334 )
Payment of deferred acquisition fees to an affiliate
    (4,513 )     (1,133 )
 
           
Net cash used in investing activities
    (194,125 )     (144,193 )
 
           
 
 
Cash Flows — Financing Activities
               
Distributions paid
    (21,520 )     (11,675 )
Contributions from noncontrolling interests
    1,138        
Distributions to noncontrolling interests
    (8,100 )     (2,394 )
Proceeds from non-recourse and limited recourse debt financing
    92,166       71,678  
Scheduled payments of non-recourse and limited recourse debt
    (2,779 )     (1,357 )
Payment of mortgage deposits, net of deposits refunded
    (6,683 )     (1,662 )
Proceeds from issuance of shares, net of offering costs
    156,714       130,055  
Funds released from escrow
    (393 )     (219 )
Funds placed in escrow
          2,191  
Purchase of treasury stock
    (1,370 )     (984 )
 
           
Net cash provided by financing activities
    209,173       185,633  
 
           
 
 
Change in Cash and Cash Equivalents During the Period
               
Effect of exchange rate changes on cash
    6,679       (646 )
 
           
Net decrease in cash and cash equivalents
    48,131       56,303  
Cash and cash equivalents, beginning of period
    162,745       281,554  
 
           
Cash and cash equivalents, end of period
  $ 210,876     $ 337,857  
 
           
Noncash investing and financing activities:
     
(a)   The cost basis of real estate investments acquired during the three months ended March 31, 2011 and 2010, including equity investments in real estate, also included deferred acquisition fees payable of $2.7 million and $3.0 million, respectively.
See Notes to Consolidated Financial Statements.
CPA®:17 Global 3/31/2011 10-Q — 6

 

 


Table of Contents

CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Organization and Offering
Organization
Corporate Property Associates 17 — Global Incorporated (“CPA®:17 — Global” and, together with its consolidated subsidiaries, “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, 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 March 31, 2011, our portfolio was comprised of our full or partial ownership interests in 154 fully-occupied properties, substantially all of which were triple-net leased to 37 tenants, and totaled approximately 19 million square feet (on a pro rata basis). We were formed in 2007 and conduct substantially all of our investment activities and own all of our assets through our operating partnership, CPA:17 Limited Partnership. We are a general partner and a limited partner and own approximately a 99.985% capital interest in our operating partnership. W. P. Carey Holdings, LLC (“Carey Holdings”), a subsidiary of W. P. Carey & Co. LLC (“WPC”), holds a special general partner interest in the operating partnership. We refer to WPC, together with certain of its subsidiaries and Carey Holdings, as the “advisor.”
In February 2007, WPC purchased 22,222 shares of our common stock for $0.2 million and was admitted as our initial shareholder. WPC purchased its shares at $9.00 per share, net of commissions and fees, which would have otherwise been payable to Carey Financial, LLC (“Carey Financial”), our sales agent and a subsidiary of WPC. In addition, in July 2008, we received a capital contribution from the advisor of $0.3 million.
Public Offering
In November 2007, our registration statement on Form S-11 (File No. 333-140842), covering an initial public offering of up to 200,000,000 shares of common stock at $10.00 per share, was declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement also covered the offering of up to 50,000,000 shares of common stock at $9.50 pursuant to our distribution reinvestment and stock purchase plan. Our shares were initially being offered on a “best efforts” basis by Carey Financial and selected other dealers. We commenced our initial public offering in late December 2007. Since inception through the termination of our initial public offering on April 7, 2011, we raised a total of more than $1.5 billion.
In October 2010, we filed a registration statement on Form S-11 (File No. 333-170225) with the SEC for a continuous public offering of up to $1.0 billion of common stock, which was declared effective by the SEC on April 7, 2011, terminating our initial public offering. The registration statement also covers the offering of up to 50,000,000 shares of common stock at $9.50 pursuant to our distribution reinvestment and stock purchase plan. We refer to the continuous public offering as the “follow-on offering.” There can be no assurance that we will successfully sell the full number of shares registered.
We intend to use the net proceeds of these offerings to acquire, own and manage a portfolio of commercial properties leased to a diversified group of companies primarily on a single tenant net lease basis.
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.
CPA®:17 Global 3/31/2011 10-Q — 7

 

 


Table of Contents

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.
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.
Because we conduct substantially all of our investment activities and own all of our assets through the operating partnership, substantially all of the assets and liabilities presented in our consolidated balance sheets are attributable to the operating partnership. The following table presents amounts included in the consolidated balance sheets that are not attributable to the operating partnership but rather are attributable to CPA®:17 — Global, the primary beneficiary of the operating partnership (in thousands):
                 
    March 31, 2011     December 31, 2010  
Assets:
               
Cash and cash equivalents not attributable to consolidated Variable Interest Entity (“VIE”)
  $ 20,880     $ 2,502  
Other assets, net not attributable to consolidated VIE
    3,973       1,038  
 
           
Total assets not attributable to consolidated VIE
  $ 24,853     $ 3,540  
 
           
 
               
Liabilities:
               
Due to affiliates not attributable to consolidated VIE
  $ (598 )   $ (408 )
Distributions payable not attributable to consolidated VIE
    (24,234 )     (21,520 )
 
           
Total liabilities not attributable to consolidated VIE
  $ (24,832 )   $ (21,928 )
 
           
Because we generally utilize non-recourse debt, our maximum exposure to the operating partnership is limited to the equity we have in the operating partnership. We have not provided financial or other support to the operating partnership, and there were no guarantees or other commitments from third parties that would affect the value of or risk related to our interest in this entity.
Information about International Geographic Areas
At March 31, 2011, our international investments were comprised of investments in Europe. The following tables present information about these investments (in thousands):
                 
    Three Months Ended March 31,  
    2011     2010  
Revenues
  $ 12,364     $ 4,030  
 
           
                 
    March 31, 2011     December 31, 2010  
Net investments in real estate
  $ 655,821     $ 515,653  
 
           
CPA®:17 Global 3/31/2011 10-Q — 8

 

 


Table of Contents

Note 3. Agreements and Transactions with Related Parties
We have an advisory agreement with the advisor whereby the advisor performs certain services for us for a fee. The agreement that is currently in effect was recently renewed for an additional year pursuant to its terms effective October 1, 2010. Under the terms of this agreement, the advisor 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, and manages our day-to-day operations, for which we pay the advisor asset management fees and certain cash distributions. In addition, we reimburse the advisor for organization and offering costs incurred in connection with our offering and for certain administrative duties performed on our behalf. We also have certain agreements with joint ventures. The following table presents a summary of fees we paid and expenses we reimbursed to the advisor in accordance with the advisory agreement (in thousands):
                 
    Three Months Ended March 31,  
    2011     2010  
Amounts included in operating expenses:
               
Asset management fees (a)
  $ 2,850     $ 939  
Distributions of available cash
    1,815       506  
Personnel reimbursements (b)
    388       160  
Office rent reimbursements (b)
    74       33  
 
           
 
  $ 5,127     $ 1,638  
 
           
Transaction fees incurred:
               
Current acquisition fees (c)
  $ 7,929     $ 3,744  
Deferred acquisition fees (c) (d)
    6,351       2,995  
 
           
 
  $ 14,280     $ 6,739  
 
           
                 
Unpaid transaction fees:   March 31, 2011     December 31, 2010  
Unpaid deferred acquisition fees
  $ 21,588     $ 19,809  
 
     
(a)   Asset management 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 restricted shares. At March 31, 2011, the advisor owned 1,037,578 restricted shares (less than 1%) of our common stock.
 
(b)   Personnel and office rent expenses are included in General and administrative expenses in the consolidated financial statements. Based on current gross revenues, our current share of future minimum lease payments under our agreement would be $0.3 million annually through 2016; however, we anticipate that our share of future annual minimum lease payments will increase significantly as we continue to invest the proceeds of our offerings.
 
(c)   Current and deferred acquisition fees were capitalized and included in the cost basis of the assets acquired.
 
(d)   We made payments of deferred acquisition fees to the advisor totaling $4.5 million and $1.1 million during the three months ended March 31, 2011 and 2010, respectively.
Organization and Offering Expenses
The total costs paid by the advisor and its affiliates in connection with the organization and offering of our securities were $13.3 million from inception through March 31, 2011, of which $12.8 million had been reimbursed as of March 31, 2011.
Joint Ventures and Other Transactions with Affiliates
On December 13, 2010 we agreed to purchase three properties from one of our affiliates, Corporate Property Associates 14 Incorporated (“CPA®:14”), for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of indebtedness (Note 13).
We own interests in entities ranging from 30% to 85%, with the remaining interests held by affiliates. We consolidate certain of these entities and account for the remainder under the equity method of accounting.
CPA®:17 Global 3/31/2011 10-Q — 9

 

 


Table of Contents

Note 4. Net Investments in Properties and Real Estate Under Construction
Real Estate
Real estate, which consists of land and buildings leased to others under operating leases, at cost, is summarized as follows (in thousands):
                 
    March 31, 2011     December 31, 2010  
Land
  $ 273,635     $ 242,145  
Buildings
    799,681       688,259  
Less: Accumulated depreciation
    (22,114 )     (16,274 )
 
           
 
  $ 1,051,202     $ 914,130  
 
           
Operating Real Estate
Operating real estate, which consists of our hotel operations, at cost, is summarized as follows (in thousands):
                 
    March 31, 2011     December 31, 2010  
Land
  $ 1,330     $ 1,330  
Buildings
    10,485       10,483  
Furniture, Fixtures & Equipment
    364       364  
Less: Accumulated depreciation
    (413 )     (300 )
 
           
 
  $ 11,766     $ 11,877  
 
           
Acquisitions of Real Estate
During the three months ended March 31, 2011, we entered into three domestic investments, which were classified as operating leases, at a total cost of $134.3 million, including net lease intangible assets totaling $16.6 million (see Other below). In connection with these investments, which we deemed to be real estate asset acquisitions under current authoritative accounting guidance, we capitalized acquisition-related costs and fees totaling $6.4 million.
Real Estate Under Construction
During 2011, we entered into three build-to-suit projects located in the U.S. with Dollar General Corp. as part of an estimated $40.0 million platform build-to-suit program covering up to 40 facilities, for a total cost of up to $2.9 million on these three projects, based on estimated construction costs at the respective dates of acquisition. In connection with these investments, which were deemed to be real estate acquisitions under current authoritative accounting guidance, we capitalized acquisition-related costs and fees totaling $0.2 million. Costs incurred and capitalized on our build-to-suit projects through March 31, 2011 totaled $75.1 million, including $0.9 million on projects entered into during 2011, and have been included as Real estate under construction in the consolidated balance sheet.
At December 31, 2010, Real estate under construction consisted of $53.0 million in costs incurred and/or capitalized on several build-to-suit projects located in the U.S. and Poland.
Other
In connection with our acquisition of properties, we have recorded net lease intangibles of $269.5 million, including $16.6 million of net lease intangibles acquired in connection with our investment activity during the three months ended March 31, 2011. These intangible assets and liabilities are being amortized over periods ranging from 14 years 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. Amortization of below-market and above-market rent intangibles is recorded as an adjustment to Lease revenues in the consolidated financial statements, 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 $3.3 million and $0.6 million for the three months ended March 31, 2011 and 2010, respectively.
CPA®:17 Global 3/31/2011 10-Q — 10

 

 


Table of Contents

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 and notes receivable. Operating leases are not included in finance receivables as such amounts are not recognized as an asset in the consolidated balance sheets.
Notes Receivable
In December 2010, we provided financing of $40.0 million to China Alliance Properties Limited, a subsidiary of Shanghai Forte Land, Co., Ltd (“Forte”). The financing was provided through a collateralized loan guaranteed by Forte’s parent company, Fosun International Limited, and has an interest rate of 11% and matures in December 2015. At March 31, 2011 and December 31, 2010, the balance of the note receivable was $40.0 million.
During the first quarter of 2011, our participation in the limited-recourse mortgage loan related to our New York Times venture was repaid in full in connection with the refinancing of this loan (Note 9). At December 31, 2010, the balance of the note receivable was $49.6 million.
Credit Quality of Finance Receivables
We generally seek investments in facilities that are critical to the tenant’s business and that we believe have a low risk of tenant defaults. At March 31, 2011 and December 31, 2010, none of the balances of our finance receivables were past due and we had not established any allowances for credit losses. 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 first quarter of 2011.
A summary of our tenant receivables and notes receivable by internal credit quality rating at March 31, 2011 and December 31, 2010 is as follows (in thousands):
                                         
Internal Credit   Number of   Net Investments in Direct Financing Leases     Number of   Notes Receivable  
Quality Indicator   Tenants   March 31, 2011     December 31, 2010     Obligors   March 31, 2011     December 31, 2010  
1
    $     $       $     $  
2
  4     101,680       100,255     1     40,000       40,000  
3
  2     272,465       271,734     1           49,560  
4
  1     26,448       25,017                
5
                           
 
                               
 
      $ 400,593     $ 397,006         $ 40,000     $ 89,560  
 
                               
Note 6. Equity Investments in Real Estate
We own interests in single-tenant net leased properties leased to corporations through noncontrolling interests in (i) partnerships and limited liability companies that we do not control but over which we exercise significant influence, and (ii) 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).
CPA®:17 Global 3/31/2011 10-Q — 11

 

 


Table of Contents

The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values (dollars in thousands):
                         
    Ownership        
    Interest at     Carrying Value at  
Lessee   March 31, 2011     March 31, 2011     December 31, 2010  
C1000 B.V. (a) (b)
    85 %   $ 100,028     $  
Tesco plc (a)
    49 %     21,128       19,903  
Berry Plastics Corporation
    50 %     20,258       20,330  
Eroski Sociedad Cooperativa - Mallorca (a)
    30 %     11,469       10,620  
 
                   
 
          $ 152,883     $ 50,853  
 
                   
 
     
(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 in this investment in January 2011 as described below.
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):
                 
    March 31, 2011     December 31, 2010  
Assets
  $ 429,307     $ 203,989  
Liabilities
    (182,010 )     (79,786 )
 
           
Partners’/members’ equity
  $ 247,297     $ 124,203  
 
           
                 
    Three Months Ended March 31,  
    2011     2010  
Revenue
  $ 7,498     $ 3,594  
Expenses
    (4,770 )     (2,970 )
 
           
Net income
  $ 2,728     $ 624  
 
           
We recognized income from equity investments in real estate of $1.8 million and $0.4 million for the three months ended March 31, 2011 and 2010, respectively. Income (loss) from equity investments in real estate represents our proportionate share of the income or loss of the ventures as well as certain depreciation and amortization adjustments related to other-than-temporary impairment charges.
Acquisition of Equity Investment
In January 2011, we and our affiliate, Corporate Property Associates 15 Incorporated (“CPA®:15”), acquired a venture as a tenancy-in-common in which we and CPA®:15 hold interests of 85% and 15%, respectively, and account for under the equity method of accounting. The venture purchased properties from C1000 B.V. (“C-1000”), a leading Dutch supermarket chain, for $207.6 million. Our share of the purchase price was $176.5 million, which was funded in part by a $90.0 million short-term loan from the advisor that was repaid in full during the first quarter of 2011. The venture capitalized acquisition-related costs and fees totaling $12.5 million, of which our share was $10.6 million. In March 2011, the venture obtained non-recourse financing totaling $98.3 million, which bears interest at a variable rate equal to the 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 date 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®:17 Global 3/31/2011 10-Q — 12

 

 


Table of Contents

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 because we used quoted prices from active markets to determine their fair values.
Derivative Assets and Liabilities — Our derivative assets and liabilities are comprised of interest rate swaps, interest rate caps and foreign currency exchange contracts. These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates and foreign currency exchange rates. Our derivative instruments were classified as Level 2 because 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 at March 31, 2011 and December 31, 2010 (in thousands):
                                 
            Fair Value Measurements at March 31, 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:
                               
Money market funds
  $ 6,000     $ 6,000     $     $  
Derivative assets
    964             964        
 
                       
 
  $ 6,964     $ 6,000     $ 964     $  
 
                       
Liabilities:
                               
Derivative liabilities
  $ (1,127 )   $     $ (1,127 )   $  
 
                       
                                 
            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
  $ 102,084     $ 102,084     $     $  
Derivative assets
    751             751        
 
                       
 
  $ 102,835     $ 102,084     $ 751     $  
 
                       
Liabilities:
                               
Derivative liabilities
  $ (2,215 )   $     $ (2,215 )   $  
 
                       
Assets and liabilities presented above exclude assets and liabilities owned by unconsolidated ventures.
We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2011 and 2010. Gains and losses (realized and unrealized) included in earnings are reported in Other income and (expenses) in the consolidated financial statements.
CPA®:17 Global 3/31/2011 10-Q — 13

 

 


Table of Contents

Our other financial instruments had the following carrying values and fair values (in thousands):
                                 
    March 31, 2011     December 31, 2010  
    Carrying Value     Fair Value     Carrying Value     Fair Value  
Debt
  $ 769,469     $ 776,872     $ 667,478     $ 674,225  
CMBS (a)
    3,792       7,319       3,797       4,677  
 
     
(a)   Carrying value of our commercial mortgage-backed securities (“CMBS”) represents historical cost, inclusive of impairment charges recognized during 2009.
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 March 31, 2011 and December 31, 2010.
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 determined 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 reviewed 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. We did not recognize any impairment charges during the three months ended March 31, 2011 or 2010. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change.
None of our other assets or liabilities was measured on a fair value basis for the three months ended March 31, 2011.
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 subject to interest rate risk on our interest-bearing assets and liabilities and our CMBS investments. 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 the properties and related loans as well as changes in the value of our CMBS investments due to changes in interest rates or other market factors. In addition, we own investments in Europe and are subject to the risks associated with changing foreign currency exchange rates.
Foreign Currency Exchange
We are exposed to foreign currency exchange rate movements in the Euro and British Pound Sterling. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s 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.
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.
CPA®:17 Global 3/31/2011 10-Q — 14

 

 


Table of Contents

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 Other comprehensive income (“OCI”) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
The following table sets forth certain information regarding our derivative instruments at March 31, 2011 and December 31, 2010 (in thousands):
                                     
Derivatives Designated       Asset Derivatives Fair Value at     Liabilities Derivatives Fair Value at  
as Hedging Instruments   Balance Sheet Location   March 31, 2011     December 31, 2010     March 31, 2011     December 31, 2010  
Interest rate cap
  Other assets, net   $ 730     $ 733     $     $  
Interest rate swap
  Other assets, net     234       18              
Interest rate swap
  Accounts payable, accrued expenses and other liabilities                 (801 )     (1,134 )
Foreign currency forward contract
  Accounts payable, accrued expenses and other liabilities                 (326 )     (1,081 )
 
                           
 
      $ 964     $ 751     $ (1,127 )   $ (2,215 )
 
                           
At March 31, 2011 and December 31, 2010, we also had an embedded credit derivative that is not designated as a hedging instrument. This instrument had a fair value of $0 at both March 31, 2011 and December 31, 2010.
The following tables present the impact of derivative instruments on the consolidated financial statements (in thousands):
                 
    Amount of Gain (Loss) Recognized  
    in OCI on Derivatives  
    (Effective Portion)  
    Three Months Ended March 31,  
Derivatives in Cash Flow Hedging Relationships   2011     2010  
Interest rate cap (a)
  $ 53     $ (1,163 )
Interest rate swaps
    543       (308 )
Foreign currency forward contract (b)
    (3,714 )      
 
           
Total
  $ (3,118 )   $ (1,471 )
 
           
 
     
(a)   Includes gains attributable to noncontrolling interests totaling less than $0.1 million for the three months ended March 31, 2011 and losses totaling $0.5 million for the three months ended March 31, 2010.
     
(b)   In connection with the extension of the maturity date of this foreign currency forward contract, we made a cash payment of $4.5 million to roll-forward the original contract, which was recognized in OCI.
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.
CPA®:17 Global 3/31/2011 10-Q — 15

 

 


Table of Contents

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 counterparty’s 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 interest rate swaps and interest rate cap derivative instruments that we had outstanding at March 31, 2011 were designated as cash flow hedges and are summarized as follows (dollars in thousands):
                                     
        Notional     Effective     Effective   Expiration   Fair Value at  
    Type   Amount     Interest Rate     Date   Date   March 31, 2011  
3-Month LIBOR
  Interest rate cap (a)   $ 125,000       2.8 %   3/2011   8/2014   $ 730  
3-Month LIBOR
  “Pay-fixed” swap     27,285       6.6 %   1/2010   12/2019     (786 )
3-Month Euribor (b)
  “Pay-fixed” swap     8,542       5.8 %   7/2010   11/2017     234  
1-Month LIBOR
  “Pay-fixed” swap     4,200       6.0 %   1/2011   1/2021     (15 )
 
                                 
 
                              $ 163  
 
                                 
 
     
(a)   The applicable interest rate of the related debt was 2.8%, which was below the effective interest rate of the cap at March 31, 2011. Inclusive of noncontrolling interests in the notional amount and fair value of the swap of $56.3 million and $0.3 million, respectively.
 
(b)   Amounts are based upon the applicable exchange rate at March 31, 2011.
Foreign Currency Contracts
We enter into foreign currency forward contracts to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into this instrument, we are locked into a future currency exchange rate, which limits our exposure to the movement in foreign currency exchange rates.
In December 2010, we entered into a foreign currency forward contract with a total notional amount of $63.4 million, based on the exchange rate of the Euro at March 31, 2011. This contract fixed the exchange rate of the Euro to $1.31047 with a maturity date of March 2011. This contract was subsequently extended to July 2011.
Embedded Credit Derivative
In connection with a venture in Germany in which we and an affiliate have 67% and 33% interests, respectively, and which we consolidate, the venture obtained non-recourse mortgage financing for which the interest rate has both fixed and variable components. In connection with providing the financing, the lender entered into an interest rate swap agreement on its 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 this debt at any time and to participate in any realized gain or loss on the interest rate swap at that time. This participation right is deemed to be an embedded credit derivative. The derivative had an estimated fair value of $0 at both March 31, 2011 and December 31, 2010. This derivative did not generate gains or losses during the three-month periods ended March 31, 2011 and 2010.
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 March 31, 2011, we estimate that $1.6 million, inclusive of amounts attributable to noncontrolling interests of $0.2 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 March 31, 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 $0.9 million and $2.2 million at March 31, 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 March 31, 2011 or December 31, 2010, we could have been required to settle our obligations under these agreements at their aggregate termination value of $1.4 million or $2.5 million, respectively.
CPA®:17 Global 3/31/2011 10-Q — 16

 

 


Table of Contents

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. Our portfolio contains concentrations in excess of 10% of current contractual annualized lease revenues in certain areas, as described below. The percentages in the paragraph below represent our directly-owned real estate properties and do not include the pro rata shares of our equity investments.
At March 31, 2011, the majority of our directly-owned real estate properties were located in the U.S. (66%), with New York (16%) representing the only significant domestic concentration based on percentage of our annualized contractual minimum base rent for the first quarter of 2011. All of our directly-owned international properties were located in Europe, with Spain (13%) and Croatia (11%) representing the only significant concentrations based on percentage of our annualized contractual minimum base rent for the first quarter of 2011. At March 31, 2011, The New York Times Company was the only tenant representing a significant concentration of credit risk, with 16% of our total current annualized contractual minimum base rent (inclusive of amounts attributable to noncontrolling interests). At March 31, 2011, our directly-owned real estate properties contained concentrations in the following asset types: warehouse and distribution (38%), office (34%), industrial (15%) and retail (10%); and in the following tenant industries: retail stores (23%), media — printing and publishing (22%) and beverages, food and tobacco (13%).
There were no significant concentrations, individually or in the aggregate, related to our unconsolidated ventures.
Note 9. Non-Recourse and Limited Recourse Debt
During the first three months of 2011, we obtained non-recourse and limited-recourse mortgage financing totaling $208.2 million at a weighted average annual interest rate and term of 4.1% and 8.4 years, respectively. Of the total financing,
    $125.0 million related to the March 2009 New York Times transaction, inclusive of amounts attributable to noncontrolling interests of $68.8 million. In March 2011, we refinanced the limited-recourse mortgage loan obtained in August 2009 with an outstanding balance of $116.0 million at the date of refinancing, with new limited-recourse financing that matures in April 2018, with the option to extend to April 2019. The financing bears interest at an annual interest rate equal to the London inter-bank offered rate (“LIBOR”) plus 2.5%. The interest rate has been capped at 4.0% through the use of an interest rate cap designated as a cash flow hedge, which matures in March 2016 (Note 8);
    $75.1 million related to two domestic investments acquired during 2011; and
    $8.1 million related to two domestic investments acquired during 2010.
Amounts above are based upon the exchange rate of the Euro at the date of financing where applicable.
Non-recourse and limited-recourse debt consists of mortgage notes payable, which are collateralized by an assignment of real property and direct financing leases with an aggregate carrying value of $1.2 billion and $1.1 billion at March 31, 2011 and December 31, 2010, respectively. Our mortgage notes payable bore interest at fixed annual rates ranging from 4.5% to 8.0% and variable annual rates ranging from 2.8% to 6.6%, with maturity dates ranging from 2014 to 2028 at both March 31, 2011 and December 31, 2010, respectively.
CPA®:17 Global 3/31/2011 10-Q — 17

 

 


Table of Contents

Scheduled debt principal payments during each of the next five calendar years following March 31, 2011 and thereafter are as follows (in thousands):
         
    Total  
2011 (remainder)
  $ 10,619  
2012
    15,424  
2013
    17,265  
2014
    18,528  
2015
    64,779  
Thereafter through 2028
    642,854  
 
     
Total
  $ 769,469  
 
     
Certain amounts in the table above are based on the applicable foreign currency exchange rate at March 31, 2011.
Note 10. 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.
During December 2010, in connection with the proposed merger between two of our affiliates, CPA®:14 and Corporate Property Associates 16 — Global (“CPA®:16 — Global”), we entered into an agreement to purchase three properties from CPA®:14 for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of related indebtedness. This merger closed on May 2, 2011 (Note 13).
Note 11. Income Taxes
We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. 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 various states and municipalities within the U.S. and Europe 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. We had unrecognized tax benefits of $0.3 million and $0.2 million at March 31, 2011 and December 31, 2010, 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 March 31, 2011 and December 31, 2010, we had less than $0.1 million of accrued interest or penalties related to uncertain tax positions.
Our tax returns are subject to audit by taxing authorities. These audits can often take years to complete and settle. The tax years 2007 through 2011 remain open to examination by the major taxing jurisdictions to which we are subject.
During 2010, we elected to treat our corporate subsidiary that engages in hotel operations as a taxable REIT subsidiary (“TRS”). This subsidiary owns a hotel that is managed on our behalf by a third-party hotel management company. A TRS is subject to corporate federal income taxes, and we provide for income taxes in accordance with current authoritative accounting guidance. This subsidiary has recognized de minimus profit since inception.
CPA®:17 Global 3/31/2011 10-Q — 18

 

 


Table of Contents

Note 12. Pro Forma Financial Information
The following consolidated pro forma financial information has been presented as if the acquisitions that we made, and the new financing that we obtained, since January 1, 2010 had occurred on January 1, 2010 for the three months ended March 31, 2010. Acquisitions during the three months ended March 31, 2011 were not significant individually or in the aggregate. The pro forma financial information is not necessarily indicative of what the actual results would have been, nor does it purport to represent the results of operations for future periods.
(Dollars in thousands, except per share amounts):
         
    Three Months  
    Ended  
    March 31,  
    2010  
Pro forma total revenues
  $ 20,498  
 
       
Pro forma net income (a)
  $ 10,700  
Less: Net income attributable to noncontrolling interests
    (3,283 )
 
     
Pro forma net income attributable to CPA®:17 — Global shareholders
  $ 7,417  
 
     
Pro forma earnings per share (a):
       
Net income attributable to CPA®:17 — Global shareholders
  $ 0.08  
 
     
 
     
(a)   Pro forma net income includes actual interest generated from the proceeds of our initial public offering. A portion of these proceeds was used to fund the investments in the foregoing pro forma financial information.
The pro forma weighted average shares outstanding for the three months ended March 31, 2010 were determined as if all shares issued since our inception through March 31, 2010 were issued on January 1, 2010.
Note 13. Subsequent Events
In April 2011, we entered into an investment in which we acquired four domestic industrial facilities for a total cost of approximately $51.0 million.
In April 2011, we obtained non-recourse mortgage financing totaling $24.5 million at a fixed interest rate of 6.4% and term of 10 years in connection with a domestic investment acquired in March 2010.
In connection with a merger between two of our affiliates, CPA®:14 and CPA®:16 — Global, which was completed on May 2, 2011, we purchased three properties from CPA®:14 for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of related indebtedness.
CPA®:17 Global 3/31/2011 10-Q — 19

 

 


Table of Contents

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s 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 primarily 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 2007 and are managed by the advisor.
Financial Highlights
(In thousands)
                 
    Three Months Ended March 31,  
    2011     2010  
Total revenues
  $ 42,548     $ 18,420  
Net income attributable to CPA®:17 — Global shareholders
    12,435       6,123  
Cash flow from operating activities
    26,404       15,509  
 
               
Distributions paid
    (21,520 )     (11,675 )
 
               
Supplemental financial measures:
               
Funds from operations — as adjusted (AFFO)
  $ 20,203     $ 7,919  
Adjusted cash flow from operating activities
    22,483       9,147  
We consider the performance metrics listed above, including certain supplemental metrics that are not defined by GAAP (“non-GAAP”) such as Funds from operations — as adjusted, or AFFO, 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 measures and reconciliations to their most directly comparable GAAP measure.
Total revenues, Net income attributable to CPA®:17 — Global shareholders and Cash flow from operating activities all increased during the current year period as compared to the same period in 2010, reflecting our investment activity during 2010 and 2011.
Our daily cash distribution for the first quarter of 2011 was $0.0017778 per share and was paid on April 15, 2011 to shareholders of record as of the close of business on each day during the first quarter, or $0.64 per share on an annualized basis. Our board of directors has declared that our daily cash distribution for the second quarter of 2011 will be $0.0017857 per share, or $0.65 per share on an annualized basis, and will be paid on or about July 15, 2011 to shareholders of record as of the close of business on each day during the second quarter.
For the three months ended March 31, 2011 as compared to the same period in 2010, our AFFO supplemental measure increased, primarily as a result of our investment activity during 2010 and 2011. For the three months ended March 31, 2011 as compared to the same period in 2010, our adjusted cash flow from operating activities supplemental measure reflected increased cash flow from operating activities, as described above.
CPA®:17 Global 3/31/2011 10-Q — 20

 

 


Table of Contents

Current Trends
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. As of the date of this Report, we have seen signs of modest improvement in the global economy following the significant distress experienced in 2008 and 2009. Our experience during the three months ended March 31, 2011 reflected strong investment volume, as well as an improved financing and fundraising environment. While these factors reflect favorably on our business, the pace of the economic recovery remains slow, and our business remains dependent on the speed and strength of the recovery, which cannot be predicted at this time. Nevertheless, as of the date of this Report, the impact of current financial and economic trends on our business, and our response to those trends, is presented below.
Fundraising
Fundraising trends for non-listed REITs generally reflect an increase in average monthly volume during the three months ended March 31, 2011 as compared to the prior year period. We have made a concerted effort to broaden our distribution channels and are seeing a greater portion of our fundraising come from an expanded network of broker-dealers as a result of these efforts. We continue to witness increased competition for investment dollars.
In October 2010, we filed a registration statement with the SEC for the follow-on offering of up to an additional $1.0 billion of common stock, which was declared effective by the SEC on April 7, 2011 and, as a result, our initial public offering terminated. There can be no assurance that we will sell the full number of shares registered. Through the termination of our initial public offering, we raised $163.8 million during 2011 and raised more than $1.5 billion since beginning fundraising in December 2007.
Capital Markets
Capital markets conditions continue to exhibit evidence of post-crisis improvement, including new issuances of CMBS debt. Capital inflows to both commercial real estate debt and equity markets have helped increase the availability of mortgage financing and asset prices continue to recover from their credit crisis lows. The availability of financing for secured transactions has expanded; however, lenders remain cautious and continue to employ conservative underwriting standards. Commercial real estate capitalization rates remain low compared to credit crisis highs, especially for higher-quality assets or assets leased to tenants with strong credit. The improvement in financing conditions combined with a stabilization of prices for high quality assets has helped to increase transaction activity, however increased competition from both public and private investors continues.
Investment Opportunities
Our ability to complete investments fluctuates based on the pricing and availability of transactions and the pricing and availability of financing, among other factors.
As a result of the recent improving economic conditions and increasing seller optimism, we have seen an increased number of investment opportunities that we believe will allow us to enter into transactions on favorable terms. Although capitalization rates have remained compressed over the past few quarters compared to their credit crisis highs, we believe that the investment environment remains attractive. We believe that the significant amount of debt that remains outstanding in the marketplace, which will need to be refinanced over the next several years, will provide attractive investment opportunities for net lease investors such as ourselves. To the extent that these trends continue, we believe that our investment volume will benefit. However, we have recently seen an increasing level of competition for investments, both domestically and in Europe, and further capital inflows into the marketplace could put additional pressure on the returns that we can generate from our investments and our willingness and ability to execute transactions. However, we expect to continue to expand our ability to source deals in other markets.
We entered into investments totaling approximately $313.6 million during the three months ended March 31, 2011, representing an increase of $164.5 million over the prior year period, and based on current conditions we expect that we will be able to continue to take advantage of the investment opportunities we are seeing in both the U.S. and Europe through the near term. Investment volume reflects international investments of 56% (on a pro rata basis) during the first three months of 2011. While this fluctuates from quarter to quarter, we currently expect that international transactions will continue to form a significant portion of our investments, although the relative portion of international investments in any given period will vary.
Financing Conditions
We have recently seen a gradual improvement in both the credit and real estate financing markets. We continue to see an increase in the number of lenders for both domestic and international investments as market conditions improve compared to prior years. During the three months ended March 31, 2011, we obtained non-recourse mortgage financing totaling $235.5 million (on a pro rata basis).
CPA®:17 Global 3/31/2011 10-Q — 21

 

 


Table of Contents

General Economic Environment
Foreign Exchange Rates
We have foreign investments and, as a result, are subject to risk from the effects of exchange rate movements. 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. During the three months ended March 31, 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 6% to $1.4099 at March 31, 2011 from $1.3253 at December 31, 2010. Investments denominated in the Euro accounted for approximately 30% of our annualized contractual minimum base rent for the three months ended March 31, 2011. This weakening had a favorable impact on our balance sheet at March 31, 2011 as compared to our balance sheet at December 31, 2010. During the three months ended March 31, 2011, the average conversion rate for the U.S. dollar in relation to the Euro strengthened by 1% in comparison to the same period in 2010. A significant unhedged decline in the value of the Euro could have a material negative impact on our net asset values, future results, financial position and cash flows.
Real Estate Sector
As noted above, the commercial real estate market is impacted by a variety of macro-economic factors, including but not limited to growth in gross domestic product, unemployment, interest rates, inflation, and demographics. Despite improvements in expectations since the beginning of the credit crisis, these macro-economic factors have persisted, negatively impacting commercial real estate market fundamentals, which has resulted in higher vacancies, lower rental rates, and lower demand for vacant space. However, recently there have been some indications of stabilization in asset values and slight improvements in occupancy rates. We are chiefly affected by changes in the appraised values of our properties, tenant defaults, inflation, lease expirations, and occupancy rates.
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 net asset values 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 tenant’s credit profile may deteriorate, which could affect the value of the leased asset and could in turn require us to incur impairment charges.
As of the date of this Report, we have one tenant, Waldaschaff Automotive GmbH, in our portfolio operating under administrative protection who has been paying rent to us, albeit at a significantly reduced rate, while new lease terms are being negotiated. The continued improvements in general business conditions have favorably impacted the overall credit quality of our tenants.
To mitigate credit risk, we have historically looked to invest in assets that we believe are critically important to our tenant’s operations and have attempted to diversify our 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 leases 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. Despite recent signs of inflationary pressure, we continue to expect that rent increases will be significantly lower in coming years as a result of the current historically low inflation rates in the U.S. and the Euro zone.
CPA®:17 Global 3/31/2011 10-Q — 22

 

 


Table of Contents

Lease Expirations and Occupancy
Our leases are in their early stages, with no significant leases scheduled to expire or renew in the near term. The advisor actively manages our real estate portfolio and begins discussing options with tenants in advance of the scheduled lease expiration. 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 investments were fully occupied at both March 31, 2011 and December 31, 2010, reflecting a portfolio of primarily new tenants.
Proposed Accounting Changes
The International Accounting Standards Board and the Financial Accounting Standards Board 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. At this time, the proposed guidance has not been finalized and as such we are unable to determine whether this proposal will have a material impact on our business.
Results of Operations
We were formed in 2007 and have a limited operating history. The results of operations presented below for the three months ended March 31, 2011 are not expected to be representative of future results because we anticipate that our asset base will increase substantially as we continue to invest capital. As our asset base increases, we expect that property-related revenues and expenses, as well as general and administrative expenses and other revenues and expenses, will increase.
We are dependent upon proceeds received from our follow-on offering to conduct our proposed activities. The capital required to make investments will be obtained from the follow-on offering and from any mortgage indebtedness that we may incur in connection with our investment activity.
The following table presents the components of our lease revenue (in thousands):
                 
    Three Months Ended March 31,  
    2011     2010  
Rental income
  $ 27,632     $ 8,412  
Interest income from direct financing leases
    11,293       9,367  
 
           
 
  $ 38,925     $ 17,779  
 
           
CPA®:17 Global 3/31/2011 10-Q — 23

 

 


Table of Contents

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):
                 
    Three Months Ended March 31,  
Lessee (Date Acquired or Placed in Service)   2011     2010  
The New York Times Company (3/2009) (a)
  $ 7,238     $ 6,659  
General Parts Inc., Golden State Supply LLC, Straus-Frank Enterprises LLC, General Parts Distribution LLC and Worldpac Inc., collectively “CARQUEST” (12/2010)
    5,216        
Agrokor d.d. (12/2010, 4/2010) (b)
    3,822        
Eroski Sociedad Cooperativa (6/2010, 2/2010, 12/2009) (b)
    2,662       1,398  
Terminal Freezers, LLC (1/2011)
    2,608        
DTS Distribuidora de Television Ditital SA (12/2010) (b)
    2,255        
LifeTime Fitness, Inc. (9/2008)
    1,679       1,680  
Flint River Services, LLC (11/2010)
    1,272        
Angelica Corporation (3/2010)
    1,250       99  
Frontier Spinning Mills, Inc. (12/2008) (a)
    1,111       1,118  
McKesson Corporation (formerly US Oncology, Inc.)(12/2009)
    1,047       1,047  
Actebis Peacock GmbH (7/2008) (a) (b)
    1,005       1,008  
JP Morgan Chase Bank, National Association and AT&T Wireless Services (5/2010)
    983        
Kronos Products, Inc. (1/2010)
    956       995  
Laureate Education, Inc. (7/2008)
    710       709  
Mori Seiki USA, Inc. (12/2009)
    703       703  
TDG Limited (5/2010, 4/2010) (b)
    701        
Sabre Communications Corporation and Cellxion, LLC (6/2010, 8/2008)
    688       630  
National Express Limited (12/2009) (b)
    517       485  
Berry Plastics Corporation (3/2010) (c)
    514       7  
Wagon Automotive Nagold GmbH (8/2008) (a)(b)(d)
    501       555  
Other (b)
    1,487       686  
 
           
 
  $ 38,925     $ 17,779  
 
           
 
     
(a)   These revenues are generated in consolidated ventures with our affiliates, and on a combined basis, include revenues applicable to noncontrolling interests totaling $4.2 million and $4.0 million for the three months ended March 31, 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 three months ended March 31, 2011 strengthened by approximately 1% in comparison to the same period in 2010, resulting in a negative impact on lease revenues for our Euro-denominated investments in the current year period.
 
(c)   We also own an interest in a venture with one of our affiliates that leases another property to this lessee, which we account for as an equity investment in real estate.
 
(d)   The decrease was primarily due to the sale of a parcel of land in April 2010, which resulted in a subsequent reduction of rent.
CPA®:17 Global 3/31/2011 10-Q — 24

 

 


Table of Contents

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 ventures. Amounts provided are the total amounts attributable to the ventures and do not represent our proportionate share (dollars in thousands):
                         
    Ownership        
    Interest at     Three Months Ended March 31,  
Lessee (Date Acquired)   March 31, 2011     2011     2010  
C1000 B.V. (1/2011) (a) (b)
    85 %   $ 3,109     $  
Tesco plc (7/2009) (a)
    49 %     1,884       1,870  
Berry Plastics Corporation (12/2007) (c)
    50 %     1,675       1,697  
Eroski Sociedad Cooperativa — Mallorca (6/2010) (a)
    30 %     794        
 
                   
 
          $ 7,462     $ 3,567  
 
                   
 
     
(a)   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 three months ended March 31, 2011 strengthened by approximately 1% in comparison to the same period in 2010, resulting in a negative impact on lease revenues for our Euro-denominated investments in the current year period.
 
(b)   We account for our interest in this venture as a tenancy-in-common.
 
(c)   We also consolidate a venture with one of our affiliates that leases another property to this lessee.
Lease Revenues
Our net leases generally have rent adjustments based on formulas indexed to changes in the CPI or other similar indices for the jurisdiction in which the property is located, sales overrides or other periodic increases, which are intended to increase lease revenues in the future. We own international investments and, therefore, lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies.
For the three months ended March 31, 2011 as compared to the same period in 2010, lease revenues increased by $21.1 million, primarily due to our investment activity during 2010 and 2011.
Other Real Estate Operations
Other real estate operations represents the results of operations (revenues and operating expenses) of our domestic hotel venture, which we acquired in May 2010.
Our results of operations from our hotel venture reflected income and expenses of $0.9 million and $0.5 million, respectively, for the three months ended March 31, 2011.
Interest Income on CMBS and Notes Receivable
For the three months ended March 31, 2011 as compared to the same period in 2010, interest income on CMBS investments and notes receivable increased by $1.7 million as a result of interest income recognized during 2011 related to notes receivables acquired during the second half of 2010.
Depreciation and Amortization
For the three months ended March 31, 2011 as compared to the same period in 2010, depreciation and amortization increased by $6.0 million, as a result of investments we entered into during 2010 and 2011.
CPA®:17 Global 3/31/2011 10-Q — 25

 

 


Table of Contents

General and Administrative
For the three months ended March 31, 2011 as compared to the same period in 2010, general and administrative expense increased by $0.9 million, primarily due to increases in professional fees of $0.5 million and management expenses of $0.2 million. Professional fees include legal, accounting and investor-related expenses incurred in the normal course of business. Management expenses include our reimbursements to the advisor for the allocated costs of personnel and overhead in providing management of our day-to-day operations, including accounting services, shareholder services, corporate management, and property management and operations.
Property Expenses
For the three months ended March 31, 2011 as compared to the same period in 2010, property expense increased by $2.6 million, primarily due to increases in asset management fees of $1.9 million and reimbursable tenant costs of $0.5 million. Asset management fees increased as a result of 2010 and 2011 investment volume. Reimbursable tenant costs are recorded as both revenue and expenses and therefore have no impact on our results of operations.
Income from Equity Investments in Real Estate
Income from equity investments in real estate represents our proportionate share of net income or net loss (revenue less expenses) from investments entered into with affiliates in which we have a noncontrolling interest but over which we exercise significant influence. Under current accounting guidance for investments in unconsolidated ventures, we are required to periodically compare an investment’s 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 March 31, 2011 as compared to the same period in 2010, income from equity investments in real estate increased by $1.4 million due to our investments in the C1000 venture in January 2011 and the Eroski — Mallorca venture in June 2010, which contributed income of $1.1 million and $0.2 million, respectively, during the first three months of 2011.
Interest Expense
For the three months ended March 31, 2011 as compared to the same period in 2010, interest expense increased by $6.9 million primarily as a result of mortgage financing obtained in connection with our investment activity during 2011 and 2010 which contributed additional expense of $5.8 million as compared to the same period in 2010, as well as an increase in the amortization of deferred financing costs primarily associated with the refinancing of the New York Times debt.
(Provision for) Benefit from Income Taxes
For the three months ended March 31, 2011, we recognized a provision for income taxes of $0.4 million as compared with a benefit from income taxes of $0.5 million during the same period in 2010, primarily due to international investments entered into during 2011. Additionally, during the first quarter of 2010, we revised our estimates of income taxes payable on our investments in Germany based on actual returns filed during the period, which resulted in a reduction in income taxes payable.
Net Income Attributable to CPA®:17 — Global Shareholders
For the three months ended March 31, 2011 as compared to the same period in 2010, the resulting net income attributable to CPA®:17 — Global shareholders increased by $6.3 million.
Funds from Operations — as Adjusted (AFFO)
For the three months ended March 31, 2011 as compared to the same period in 2010, AFFO increased by $12.3 million, primarily as a result of the aforementioned increases in results of operations generated from our investment activity. AFFO is a non-GAAP measure that we use to evaluate our business. For a definition of AFFO and reconciliation to net income attributable to CPA®:17 — Global shareholders, see Supplemental Financial Measures below.
Subsequent Events
In April 2011, we entered into an investment in which we acquired four domestic industrial facilities for a total cost of approximately $51.0 million.
In April 2011, we obtained non-recourse mortgage financing totaling $24.5 million at a fixed interest rate of 6.4% and term of 10 years in connection with a domestic investment acquired in March 2010.
CPA®:17 Global 3/31/2011 10-Q — 26

 

 


Table of Contents

In connection with a merger between two of our affiliates, CPA®:14 and CPA®:16 — Global, which was completed on May 2, 2011, we purchased three properties from CPA®:14 for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of related indebtedness.
Financial Condition
Sources and Uses of Cash During the Period
Our initial public offering terminated on April 7, 2011, the date which the registration statement for our follow-on offering was declared effective by the SEC. We expect to continue to invest the proceeds of our offerings in a diversified portfolio of income-producing commercial properties and other real estate related assets. Once we have fully invested these proceeds, we expect that our primary source of operating cash flow will be cash flow generated from our net leases and other real estate related assets. We expect that these cash flows will 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 proceeds from non-recourse mortgage loans and receipt of lease revenues, the advisor’s annual election to receive fees in restricted shares of our common stock or cash, changes in foreign currency exchange rates and the timing and characterization of distributions received from equity investments in real estate. Despite this fluctuation, we believe our net leases and other real estate related assets 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. However, until we have fully invested the proceeds of our offerings, we may use a portion of the offering proceeds to fund our operating activities and distributions to shareholders (see Financing Activities below). Our sources and uses of cash during the period are described below.
Operating Activities
During the three months ended March 31, 2011, we used cash flows provided by operating activities of $26.4 million to fund cash distributions to shareholders of $21.5 million, which excludes the $10.7 million in dividends that were reinvested by shareholders through our distribution reinvestment and share purchase plan. For 2011, the advisor elected to continue to receive its asset management fees in restricted shares of our common stock, and as a result, we paid asset management fees of $2.4 million through the issuance of restricted stock rather than in cash.
Investing Activities
Our investing activities are generally comprised of real estate-related transactions (purchases and sales), payment of deferred acquisition fees to the advisor and capitalized property-related costs. During the three months ended March 31, 2011, we used $172.4 million to acquire an 85% interest in a venture that acquired an equity investment in C-1000 and $149.2 million to acquire three consolidated investments and to fund construction costs on several build-to-suit projects. We received $80.8 million in distributions from our equity investments in real estate in excess of cumulative equity income and $49.6 million in proceeds from the full repayment of our participation in the limited-recourse mortgage loan related to our New York Times venture in connection with the refinancing of the loan. Funds totaling $5.7 million and $7.4 million were invested in and released from, respectively, lender-held investment accounts. We paid foreign value added taxes, or VAT, totaling $3.5 million during the three months ended March 31, 2011 in connection with several international investments and recovered $4.7 million during the period. Payments of deferred acquisition fees to the advisor totaled $4.5 million.
Financing Activities
For the three months ended March 31, 2011, our financing activities primarily consisted of the receipt of $158.4 million in net proceeds from our initial public offering, which terminated on April 7, 2011 upon the effectiveness of our follow-on offering, and a total of $92.2 million in proceeds from mortgage financings related to recent investment activity. We also paid distributions of $8.1 million to affiliates who hold noncontrolling interests in various entities with us and made scheduled principal installments on mortgage loans of $2.8 million.
Our objectives are to generate sufficient cash flow over time to provide shareholders with increasing distributions and to seek investments with potential for capital appreciation throughout varying economic cycles. We have funded a portion of our cash distributions to date using net proceeds from our initial public offering and we may do so in the future, particularly until we substantially invest the net offering proceeds. In determining our distribution policy during the periods we are raising funds and investing capital, we place primary emphasis on projections of cash flow from operations, together with equity distributions in excess of equity income in real estate, from our investments, rather than on historical results of operations (though these and other factors may be a part of our consideration). In setting a distribution rate, we thus focus primarily on expected returns from those investments we have already made, as well as our anticipated rate of future investment, to assess the sustainability of a particular distribution rate over time.
CPA®:17 Global 3/31/2011 10-Q — 27

 

 


Table of Contents

As described in our 2010 Annual Report, 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. For the three months ended March 31, 2011, we received requests to redeem 147,230 shares of our common stock pursuant to our redemption plan, and we used $1.4 million to fulfill these requests at a price per share of $9.30. We funded share redemptions during the three months ended March 31, 2011 from the proceeds of the sale of shares of our common stock pursuant to our distribution reinvestment and stock purchase plan.
Liquidity would be affected adversely by unanticipated costs, lower-than-anticipated fundraising and greater-than-anticipated operating expenses. To the extent that our cash reserves are insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowings. In addition, we may incur indebtedness in connection with the acquisition of any property, refinancing the debt thereon, arranging for the leveraging of any previously unfinanced property, or reinvesting the proceeds of financings or refinancings in additional properties.
Adjusted Cash Flow from Operating Activities
Adjusted cash flow from operating activities is a non-GAAP measure that 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 three months ended March 31, 2011 and 2010 was $22.5 million and $9.1 million, respectively. This increase was primarily due to increases in property-level cash flow generated from our investment activity during 2010 and 2011.
Summary of Financing
The table below summarizes our non-recourse and limited-recourse long-term debt (dollars in thousands):
                 
    March 31, 2011     December 31, 2010  
Balance
               
Fixed rate
  $ 605,210     $ 516,103  
Variable rate (a)
    164,259       151,375  
 
           
Total
  $ 769,469     $ 667,478  
 
           
Percent of total debt
               
Fixed rate
    79 %     77 %
Variable rate (a)
    21 %     23 %
 
           
 
    100 %     100 %
 
           
Weighted average interest rate at end of period
               
Fixed rate
    6.2 %     6.2 %
Variable rate (a)
    3.7 %     5.4 %
 
     
(a)   Variable-rate debt at March 31, 2011 consisted of (i) $125.0 million that was subject to an interest rate cap, but for which the applicable interest rate was below the effective interest rate of the cap at March 31, 2011, and (ii) $39.3 million that was effectively converted to fixed-rate debt through interest rate swap derivative instruments.
Cash Resources
At March 31, 2011, our cash resources consisted of cash and cash equivalents totaling $210.9 million, which reflects the uninvested proceeds of our initial public offering. Of our total cash and cash equivalents at March 31, 2011, $29.7 million, at then-current exchange rates, was held in foreign bank accounts, 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 $337.7 million, although there can be no assurance that we would be able to obtain financing for these properties. In April 2011, the SEC declared our registration statement effective for a continuous public offering of up to $1.0 billion of common stock. We began fundraising under this follow-on offering in April 2011. Our cash resources can be used to fund future investments as well as for working capital needs and other commitments.
CPA®:17 Global 3/31/2011 10-Q — 28

 

 


Table of Contents

Cash Requirements
During the next twelve 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, making scheduled mortgage loan principal payments (neither we nor our venture partners have any balloon payments on our mortgage loan obligations until 2013), reimbursing the advisor for costs incurred on our behalf and paying normal recurring operating expenses. We expect to continue to use funds raised from our initial public offering and follow-on offering to invest in new properties.
Impact of Asset Purchase from Affiliate
On May 2, 2011, we purchased three properties from CPA®:14, using existing cash resources and proceeds from our public offering, for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of related indebtedness. We currently estimate that the properties acquired from CPA®:14 will generate annual equity income of approximately $5.7 million based upon actual income from equity investments in real estate recognized by CPA®:14 during 2010.
Off-Balance Sheet Arrangements and Contractual Obligations
The table below summarizes our debt, off-balance sheet arrangements and other contractual obligations at March 31, 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 and limited-recourse debt — principal (a)
  $ 770,442     $ 14,065     $ 33,499     $ 83,316     $ 639,562  
Deferred acquisition fees
    21,588       11,008       10,580              
Interest on borrowings and deferred acquisition fees
    327,945       43,776       84,347       78,155       121,667  
Build-to-suit commitment and other capital commitments(b)
    22,845       22,845                    
Lending commitment (c)
    48,978       2,821       46,157              
Operating and other lease commitments (d)
    1,933       323       652       642       316  
 
                             
 
  $ 1,193,731     $ 94,838     $ 175,235     $ 162,113     $ 761,545  
 
                             
 
     
(a)   Excludes debt discounts of $1.0 million.
 
(b)   Represents remaining build-to-suit commitments on two projects. As of March 31, 2011, total estimated construction costs for these projects were projected to be $47.4 million in the aggregate, of which $24.6 million had been funded at that date. Also includes a hotel capital improvement commitment of less than $0.1 million.
 
(c)   Represents unfunded amount on commitments to provide loans to three developers of several domestic build-to-suit projects. As of March 31, 2011, the total commitment for the loans was for up to $91.1 million, of which $42.1 million had been funded at that date.
 
(d)   Operating and other lease commitments consist of 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 as well as future minimum rents payable under a lease executed in June 2010 (denominated in British Pound Sterling) in conjunction with an investment in the United Kingdom. Amounts under the cost-sharing agreement are allocated among the entities based on gross revenues and are adjusted quarterly. We anticipate that our share of future minimum lease payments will increase significantly as we continue to invest the proceeds of our offerings.
Amounts in the table above related to our foreign operations are based on the exchange rate of the local currencies at March 31, 2011. At March 31, 2011, we had no material capital lease obligations for which we are the lessee, either individually or in the aggregate.
On May 2, 2011, CPA®:14 merged with and into a subsidiary of CPA®:16 — Global based on a definitive merger agreement executed on December 13, 2010. In connection with the merger between CPA®:14 and CPA®:16 — Global, we have agreed to purchase three properties from CPA®:14 for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of indebtedness.
CPA®:17 Global 3/31/2011 10-Q — 29

 

 


Table of Contents

Equity Investments in Real Estate
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 March 31, 2011 is presented below. Summarized financial information provided represents the total amount attributable to the ventures and does not represent our proportionate share (dollars in thousands):
                             
    Ownership                    
    Interest at             Total Third-      
Lessee   March 31, 2011     Total Assets     Party Debt     Maturity Date
C1000 B.V. (a)
    85 %   $ 218,225     $ 99,398     3/2013
Tesco plc (a)
    49 %     94,300       48,014     6/2016
Berry Plastics Corporation
    50 %     79,058       28,541     6/2020
Eroski Sociedad Cooperativa — Mallorca(a)
    30 %     37,724           N/A
 
                       
 
          $ 429,307     $ 175,953      
 
                       
 
     
(a)   Dollar amounts shown are based on the exchange rate of the Euro at March 31, 2011.
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 and state 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.
Subsequent Events
In April 2011, we entered into an investment in which we acquired four domestic industrial facilities for a total cost of approximately $51.0 million.
In April 2011, we obtained non-recourse mortgage financing totaling $24.5 million at a fixed interest rate of 6.4% and term of 10 years in connection with a domestic investment acquired in March 2010.
In connection with a merger between two of our affiliates, CPA®:14 and CPA®:16 — Global, which was completed on May 2, 2011, we purchased three properties from CPA®:14 for an aggregate purchase price of $57.4 million, plus the assumption of approximately $153.9 million of related indebtedness.
Supplemental Financial Measures
In the real estate industry, analysts and investors employ certain non-GAAP supplemental 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 — as Adjusted
Funds from Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss (as computed in accordance with GAAP) excluding: depreciation and amortization expense from real estate assets, gains or losses from sales of depreciated real estate assets and extraordinary items, however FFO related to assets held for sale, sold or otherwise transferred and included in the results of discontinued operations are to be included. These adjustments also incorporate the pro rata share of unconsolidated subsidiaries. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers. Although NAREIT has published this definition of FFO, real estate companies often modify this definition as they seek to provide financial measures that meaningfully reflect their distinctive operations.
CPA®:17 Global 3/31/2011 10-Q — 30

 

 


Table of Contents

We modify the NAREIT computation of FFO to include other adjustments to GAAP net income for certain non-cash charges, where applicable, such as gains or losses from extinguishment of debt and deconsolidation of subsidiaries, amortization of intangibles, straight-line rents, impairment charges on real estate, allowances for credit losses and unrealized foreign currency exchange gains and losses. We refer to our modified definition of FFO as “Funds from Operations — as Adjusted,” or AFFO, and we employ it as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies. We exclude these items from GAAP net income as they are not the primary drivers in our decision-making process. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows.
We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations.
FFO and AFFO for the three months ended March 31, 2011 and 2010 are presented below (in thousands):
                 
    Three Months Ended March 31,  
    2011     2010  
 
 
Net income attributable to CPA®:17 - Global shareholders
  $ 12,435     $ 6,123  
Adjustments:
               
Depreciation and amortization of real property
    8,001       2,255  
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
               
Depreciation and amortization of real property
    2,039       786  
Proportionate share of adjustments for noncontrolling interests to arrive at FFO
    (159 )     (161 )
 
           
Total adjustments
    9,881       2,880  
 
           
FFO — as defined by NAREIT
    22,316       9,003  
 
           
Adjustments:
               
Other depreciation, amortization and non-cash charges
    624       65  
Straight-line and other rent adjustments
    (3,050 )     (1,361 )
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at AFFO:
               
Other depreciation, amortization and other non-cash charges
    (9 )      
Straight-line and other rent adjustments
    (127 )     (61 )
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO
    449       273  
 
           
Total adjustments
    (2,113 )     (1,084 )
 
           
AFFO
  $ 20,203     $ 7,919  
 
           
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.
CPA®:17 Global 3/31/2011 10-Q — 31

 

 


Table of Contents

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. As we are still in our offering and investment stage, we also consider our expectations as to the yields that may be generated on existing investments and our acquisition pipeline when evaluating distributions to shareholders.
Adjusted cash flow from operating activities for the three months ended March 31, 2011 and 2010 is presented below (in thousands):
                 
    Three Months Ended March 31,  
    2011     2010  
Cash flow provided by operating activities
  $ 26,404     $ 15,509  
Adjustments:
               
Distributions received from equity investments in real estate in excess of equity income, net
    2,085       332  
Distributions paid to noncontrolling interests, net
    (5,059 )     (2,394 )
Changes in working capital
    (947 )     (4,300 )
 
           
Adjusted cash flow from operating activities (a)
  $ 22,483     $ 9,147  
 
           
 
 
Distributions declared (weighted average share basis)
  $ 24,256     $ 13,962  
 
           
 
     
(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 three months ended March 31, 2010 has been adjusted to reflect this reclassification.
While we believe that FFO, AFFO and Adjusted cash flow from operating activities are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance or to cash flow from operating activities as a measure of liquidity. These non-GAAP measures should be used in conjunction with net income and cash flow from operating activities as defined by GAAP. FFO, AFFO and Adjusted cash flow from operating activities, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO, AFFO and Adjusted cash flow from operating activities measures.
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 as we have a limited number of investments. We regularly monitor our portfolio to assess potential concentrations of market risk as we make additional investments. As we invest the proceeds of our initial public offering and follow-on offering, we will seek to ensure that our portfolio is reasonably well diversified and does not contain any unusual concentration of market risks.
Generally, we do not use derivative instruments to manage foreign currency exchange rate exposure and do not use derivative instruments to hedge credit/market risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures.
Interest Rate Risk
The value of our real estate, related fixed rate debt obligations and CMBS investments is subject to fluctuation 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.
CPA®:17 Global 3/31/2011 10-Q — 32

 

 


Table of Contents

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 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 a series of interest rate flows are exchanged 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. At March 31, 2011, we estimate that the net fair value of our interest rate cap and interest rate swaps, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the consolidated financial statements, was in a net asset position of $0.2 million (Note 8).
At March 31, 2011, all of our debt either bore interest at fixed rates, was swapped to a fixed rate or was subject to an interest rate cap. 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 March 31, 2011 ranged from 4.5% to 8.0%. The annual interest rates on our variable-rate debt at March 31, 2011 ranged from 2.8% to 6.6%. 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 March 31, 2011 (in thousands):
                                                                 
    2011     2012     2013     2014     2015     Thereafter     Total     Fair value  
Fixed rate debt
  $ 7,858     $ 11,193     $ 12,917     $ 14,076     $ 60,219     $ 499,919     $ 606,182     $ 612,613  
Variable rate debt
  $ 2,761     $ 4,231     $ 4,348     $ 4,452     $ 4,560     $ 143,907     $ 164,259     $ 164,259  
A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at March 31, 2011 by an aggregate increase of $39.3 million or an aggregate decrease of $36.4 million, respectively. This debt is generally not subject to short-term fluctuations in interest rates. Annual interest expense on our variable-rate debt that does not bear interest at fixed-rates at March 31, 2011 would increase or decrease by $1.6 million for each respective 1% change in annual interest rates.
Foreign Currency Exchange Rate Risk
We own international investments in Europe, and as a result are subject to risk from the effects of exchange rate movements in the Euro and, to a lesser extent, the British Pound Sterling, which may affect future costs and cash flows. Although all of our foreign investments through the first quarter of 2011 were conducted in these currencies, we are likely to conduct business in other currencies in the future as we seek to invest funds from our offering internationally. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency. 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. We recognized unrealized and realized foreign currency transaction losses of $0.6 million and $0.1 million, respectively, for the three months ended March 31, 2011. These gains and losses 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.
We enter into foreign currency forward contracts to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into these instruments, we are locked into a future currency exchange rate, which limits our exposure to the movement in foreign currency exchange rates. The estimated fair value of our foreign currency forward contract, which is included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, was $0.3 million at March 30, 2011.
CPA®:17 Global 3/31/2011 10-Q — 33

 

 


Table of Contents

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 SEC’s 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 company’s 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 March 31, 2011, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of March 31, 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.
PART II
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
For the three months ended March 31, 2011, we issued 242,572 restricted shares of our common stock to the advisor as consideration for asset management fees. These shares were issued at $10.00 per share, which represents our initial offering price. 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.
We intend to use the net proceeds of our initial public offering and our follow-on offering to invest in a diversified portfolio of income-producing commercial properties and other real estate related assets. Our initial public offering commenced in December 2007 and was terminated in April 2011 when the registration statement for our follow-on offering was declared effective by the SEC. The use of proceeds from our initial public offering of common stock was as follows at March 31, 2011 (in thousands except share amounts):
         
Shares registered
    200,000,000  
Aggregate price of offering amount registered
  $ 2,000,000  
Shares sold (a)
    153,957,700  
Aggregated offering price of amount sold
  $ 1,537,187  
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
    (153,776 )
Direct or indirect payments to others
    (12,755 )
 
     
Net offering proceeds to the issuer after deducting expenses
    1,370,656  
Purchases of real estate related assets
    (1,184,059 )
 
     
Temporary investments in cash and cash equivalents
  $ 186,597  
 
     
 
     
(a)   Excludes shares issued to affiliates, including our advisor, and shares issued pursuant to our distribution reinvestment and stock purchase plan.
CPA®:17 Global 3/31/2011 10-Q — 34

 

 


Table of Contents

Issuer Purchases of Equity Securities
The following table provides information with respect to repurchases of our common stock during the three months ended March 31, 2011:
                                 
                            Maximum number (or  
                    Total number of shares     approximate dollar value)  
                    purchased as part of     of shares that may yet be  
    Total number of     Average price     publicly announced     purchased under the  
2011 Period   shares purchased(a)     paid per share     plans or programs(a)     plans or programs(a)  
January
                    N/A       N/A  
February
                    N/A       N/A  
March
    147,230     $ 9.30       N/A       N/A  
 
                             
Total
    147,230                          
 
                             
 
     
(a)   Represents shares of our common stock purchased under our redemption plan, pursuant to which we may elect to redeem shares at the request of our shareholders who have held their shares for at least one year from the date of their issuance, subject to certain exceptions, conditions and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. The redemption plan will terminate if and when our shares are listed on a national securities market.
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
CPA®:17 Global 3/31/2011 10-Q — 35

 

 


Table of Contents

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 17 — Global Incorporated
 
 
Date 05/13/2011  By:   /s/ Mark J. DeCesaris    
    Mark J. DeCesaris   
    Chief Financial Officer
(Principal Financial Officer) 
 
     
Date 05/13/2011  By:   /s/ Thomas J. Ridings, Jr.    
    Thomas J. Ridings, Jr.   
    Chief Accounting Officer
(Principal Accounting Officer) 
 
CPA®:17 Global 3/31/2011 10-Q — 36

 

 


Table of Contents

EXHIBIT INDEX
             
Exhibit No.   Description   Method of Filing
       
 
   
  31.1    
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  Filed herewith
       
 
   
  31.2    
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  Filed herewith
       
 
   
  32    
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  Filed herewith