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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________


Commission File Number: 000-54970
CPA18LOGOA01A01A38.JPG
CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland
90-0885534
(State of incorporation)
(I.R.S. Employer Identification No.)
 
 
 
50 Rockefeller Plaza
 
New York,
New York
10020
(Address of principal executive offices)
(Zip Code)
 
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
 
 
 
 
 
 
Smaller reporting company
Emerging growth company
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Registrant has 118,756,873 shares of Class A common stock, $0.001 par value, and 32,466,931 shares of Class C common stock, $0.001 par value, outstanding at August 7, 2020.





INDEX
 
 
Page No.
PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements (Unaudited)
 
 
3
 
4
 
5
 
6
 
8
 
9
31
56
59
 
 
PART II — OTHER INFORMATION
 
Item 1A. Risk Factors
60
61
Item 6. Exhibits
62
63

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “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. These forward-looking statements include, but are not limited to, statements regarding: our corporate strategy and estimated or future economic performance and results, including our expectations surrounding the impacts of the novel coronavirus (“COVID-19”) pandemic on our business, tenants, and prospects; the timing of any future liquidity event; underlying assumptions about our portfolio, including our expectations regarding tenant rent collections, credit quality and bankruptcies, as well as the estimated fair values of our investments and properties; our future capital expenditure and leverage levels, debt service obligations, and plans to fund our liquidity needs; statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust (“REIT”); and the impact of recently issued accounting pronouncements and other regulatory activity.


 
CPA:18 – Global 6/30/2020 10-Q 1


These statements are based on the current expectations of our management. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable risks or uncertainties, like the risks related to the effects of pandemics and global outbreaks of contagious diseases or the fear of such outbreaks (such as the current COVID-19 pandemic), could also have material adverse effects on our business, financial condition, liquidity, results of operations, Modified funds from operations (“MFFO”), and prospects. 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 that could impact our 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 (“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, 2019, as filed with the SEC on February 28, 2019 (the “2019 Annual Report”). Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, shareholders are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this Report, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.

All references to “Notes” throughout the document refer to the footnotes to the condensed consolidated financial statements of the registrant in Part I, Item 1. Financial Statements (Unaudited).


 
CPA:18 – Global 6/30/2020 10-Q 2


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
 
June 30, 2020
 
December 31, 2019
Assets
 
 
 
Investments in real estate:
 
 
 
Real estate — Land, buildings and improvements
$
1,185,638

 
$
1,200,645

Operating real estate — Land, buildings and improvements
504,860

 
512,485

Real estate under construction
315,492

 
235,751

Net investments in direct financing leases
30,392

 
42,054

In-place lease and other intangible assets
280,096

 
284,097

Investments in real estate
2,316,478

 
2,275,032

Accumulated depreciation and amortization
(354,052
)
 
(328,312
)
Net investments in real estate
1,962,426

 
1,946,720

Cash and cash equivalents
70,750

 
144,148

Accounts receivable and other assets, net
140,593

 
143,935

Total assets (a)
$
2,173,769

 
$
2,234,803

Liabilities and Equity
 
 
 
Non-recourse secured debt, net
$
1,207,475

 
$
1,201,913

Accounts payable, accrued expenses and other liabilities
144,779

 
147,098

Due to affiliates
10,190

 
11,376

Distributions payable
8,809

 
22,745

Total liabilities (a)
1,371,253

 
1,383,132

Commitments and contingencies (Note 10)

 

 
 
 
 
Preferred stock, $0.001 par value; 50,000,000 shares authorized; none issued

 

Class A common stock, $0.001 par value; 320,000,000 shares authorized; 118,259,860 and 117,179,578 shares, respectively, issued and outstanding
118

 
117

Class C common stock, $0.001 par value; 80,000,000 shares authorized; 32,369,603 and 32,238,513 shares, respectively, issued and outstanding
32

 
32

Additional paid-in capital
1,331,025

 
1,319,584

Distributions and accumulated losses
(518,253
)
 
(470,326
)
Accumulated other comprehensive loss
(69,946
)
 
(56,535
)
Total stockholders’ equity
742,976

 
792,872

Noncontrolling interests
59,540

 
58,799

Total equity
802,516

 
851,671

Total liabilities and equity
$
2,173,769

 
$
2,234,803

__________
(a)
See Note 2 for details related to variable interest entities (“VIEs”).

See Notes to Condensed Consolidated Financial Statements.

 
CPA:18 – Global 6/30/2020 10-Q 3


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020

2019
 
2020
 
2019
Revenues
 
 
 
 
 
 
 
Lease revenues — net-leased
$
26,167

 
$
30,109

 
$
48,528

 
$
61,023

Lease revenues — operating real estate
16,508

 
17,297

 
34,451

 
34,562

Other operating and interest income
1,253

 
1,621

 
3,829

 
3,736

 
43,928


49,027

 
86,808

 
99,321

Operating Expenses
 
 
 
 
 
 
 
Depreciation and amortization
14,660

 
17,180

 
29,190

 
32,552

Operating real estate expenses
6,540

 
6,615

 
13,264

 
13,081

Property expenses, excluding reimbursable tenant costs
3,958

 
4,896

 
9,042

 
9,547

Reimbursable tenant costs
3,468

 
3,230

 
6,596

 
7,254

General and administrative
1,956

 
2,100

 
3,853

 
3,859

Allowance for credit losses

 

 
4,865

 

 
30,582

 
34,021

 
66,810

 
66,293

Other Income and Expenses
 
 
 
 
 
 
 
Interest expense
(10,354
)
 
(12,044
)
 
(20,843
)
 
(24,401
)
Other gains and (losses)
1,064

 
1,302

 
(1,008
)
 
1,474

Equity in losses of equity method investment in real estate
(159
)
 
(603
)
 
(213
)
 
(1,251
)
Gain on sale of real estate, net

 
650

 

 
16,058

 
(9,449
)
 
(10,695
)
 
(22,064
)
 
(8,120
)
Income (loss) before income taxes
3,897

 
4,311

 
(2,066
)
 
24,908

(Provision for) benefit from income taxes
(1,558
)
 
867

 
(1,164
)
 
(57
)
Net Income (Loss)
2,339

 
5,178

 
(3,230
)
 
24,851

Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $2,029, $2,105, $3,945, and $3,953, respectively)
(3,530
)
 
(2,100
)
 
(6,141
)
 
(6,946
)
Net (Loss) Income Attributable to CPA:18 – Global
$
(1,191
)

$
3,078

 
$
(9,371
)
 
$
17,905

Class A Common Stock
 
 
 
 
 
 
 
Net (loss) income attributable to CPA:18 – Global
$
(922
)
 
$
2,442

 
$
(7,321
)
 
$
14,095

Basic and diluted weighted-average shares outstanding
118,482,095

 
116,210,773

 
118,225,178

 
115,855,895

Basic and diluted (loss) earnings per share
$
(0.01
)
 
$
0.02

 
$
(0.06
)
 
$
0.12

Class C Common Stock
 
 
 
 
 
 
 
Net (loss) income attributable to CPA:18 – Global
$
(269
)
 
$
636

 
$
(2,050
)
 
$
3,810

Basic and diluted weighted-average shares outstanding
32,493,253

 
32,058,663

 
32,469,447

 
31,969,341

Basic and diluted (loss) earnings per share
$
(0.01
)
 
$
0.02

 
$
(0.06
)
 
$
0.12


See Notes to Condensed Consolidated Financial Statements.

 
CPA:18 – Global 6/30/2020 10-Q 4


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net Income (Loss)
$
2,339

 
$
5,178

 
$
(3,230
)
 
$
24,851

Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
Foreign currency translation adjustments
12,306

 
3,658

 
(11,776
)
 
(584
)
Unrealized loss on derivative instruments
(944
)
 
(1,971
)
 
(2,767
)
 
(2,209
)
 
11,362

 
1,687

 
(14,543
)
 
(2,793
)
Comprehensive Income (Loss)
13,701

 
6,865

 
(17,773
)
 
22,058

 
 
 
 
 
 
 
 
Amounts Attributable to Noncontrolling Interests
 
 
 
 
 
 
 
Net income
(3,530
)
 
(2,100
)
 
(6,141
)
 
(6,946
)
Foreign currency translation adjustments
(1,396
)
 
(331
)
 
1,129

 
(173
)
Unrealized loss on derivative instruments

 

 
3

 

Comprehensive income attributable to noncontrolling interests
(4,926
)
 
(2,431
)
 
(5,009
)
 
(7,119
)
Comprehensive Income (Loss) Attributable to CPA:18 – Global
$
8,775

 
$
4,434

 
$
(22,782
)
 
$
14,939

 
See Notes to Condensed Consolidated Financial Statements.


 
CPA:18 – Global 6/30/2020 10-Q 5


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in thousands, except share and per share amounts)
 
CPA:18 – Global Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional Paid-In Capital
 
Distributions
and
Accumulated
Losses
 
Accumulated
Other Comprehensive Loss
 
Total CPA:18 – Global Stockholders
 
Noncontrolling Interests
 
 
 
Common Stock
 
 
 
 
 
 
 
 
Class A
 
Class C
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
Total
Balance at April 1, 2020
117,627,430

 
$
117

 
32,263,611

 
$
32

 
$
1,323,827

 
$
(508,253
)
 
$
(79,912
)
 
$
735,811

 
$
56,122

 
$
791,933

Shares issued
937,611

 
1

 
289,651

 

 
10,933

 
 
 
 
 
10,934

 
 
 
10,934

Shares issued to affiliate
288,652

 
1

 
 
 
 
 
2,502

 
 
 
 
 
2,503

 
 
 
2,503

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(1,508
)
 
(1,508
)
Distributions declared ($0.0625 and $0.0438 per share to Class A and Class C, respectively)
 
 
 
 
 
 
 
 
 
 
(8,809
)
 
 
 
(8,809
)
 
 
 
(8,809
)
Net loss (income)
 
 
 
 
 
 
 
 
 
 
(1,191
)
 
 
 
(1,191
)
 
3,530

 
2,339

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
10,910

 
10,910

 
1,396

 
12,306

Unrealized loss on derivative instruments
 
 
 
 
 
 
 
 
 
 
 
 
(944
)
 
(944
)
 
 
 
(944
)
Repurchase of shares
(593,833
)
 
(1
)
 
(183,659
)
 

 
(6,237
)
 
 
 
 
 
(6,238
)
 
 
 
(6,238
)
Balance at June 30, 2020
118,259,860

 
$
118

 
32,369,603

 
$
32

 
$
1,331,025

 
$
(518,253
)
 
$
(69,946
)
 
$
742,976

 
$
59,540

 
$
802,516

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at April 1, 2019
115,444,107

 
$
115

 
31,840,141

 
$
32

 
$
1,300,223

 
$
(420,161
)
 
$
(54,915
)
 
$
825,294

 
$
65,258

 
$
890,552

Shares issued
959,968

 
1

 
294,171

 

 
10,949

 
 
 
 
 
10,950

 
 
 
10,950

Shares issued to affiliate
164,709

 

 
 
 
 
 
1,438

 
 
 
 
 
1,438

 
 
 
1,438

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(4,605
)
 
(4,605
)
Distributions declared ($0.1563 and $0.1376 per share to Class A and Class C, respectively)
 
 
 
 
 
 
 
 
 
 
(22,539
)
 
 
 
(22,539
)
 
 
 
(22,539
)
Net income
 
 
 
 
 
 
 
 
 
 
3,078

 
 
 
3,078

 
2,100

 
5,178

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
3,327

 
3,327

 
331

 
3,658

Unrealized loss on derivative instruments
 
 
 
 
 
 
 
 
 
 
 
 
(1,971
)
 
(1,971
)
 
 
 
(1,971
)
Repurchase of shares
(535,456
)
 
(1
)
 
(131,698
)
 

 
(5,687
)
 
 
 
 
 
(5,688
)
 
 
 
(5,688
)
Balance at June 30, 2019
116,033,328

 
$
115

 
32,002,614

 
$
32

 
$
1,306,923

 
$
(439,622
)
 
$
(53,559
)
 
$
813,889

 
$
63,084

 
$
876,973



 
CPA:18 – Global 6/30/2020 10-Q 6


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(Continued)
(in thousands, except share and per share amounts)
 
CPA:18 – Global Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional Paid-In Capital
 
Distributions
and
Accumulated
Losses
 
Accumulated
Other Comprehensive Loss
 
Total CPA:18 – Global Stockholders
 
Noncontrolling Interests
 
 
 
Common Stock
 
 
 
 
 
 
 
 
Class A
 
Class C
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
Total
Balance at January 1, 2020
117,179,578

 
$
117

 
32,238,513

 
$
32

 
$
1,319,584

 
$
(470,326
)
 
$
(56,535
)
 
$
792,872

 
$
58,799

 
$
851,671

Cumulative-effect adjustment for the adoption of ASU 2016-13, Financial Instruments — Credit Losses (Note 2)
 
 
 
 
 
 
 
 
 
 
(6,903
)
 
 
 
(6,903
)
 
 
 
(6,903
)
Shares issued
1,903,909

 
2

 
580,538

 

 
21,871

 
 
 
 
 
21,873

 

 
21,873

Shares issued to affiliate
457,697

 

 
 
 
 
 
3,982

 
 
 
 
 
3,982

 

 
3,982

Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
595

 
595

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(4,863
)
 
(4,863
)
Distributions declared ($0.2188 and $0.1820 per share to Class A and Class C, respectively)
 
 
 
 
 
 
 
 
 
 
(31,653
)
 
 
 
(31,653
)
 
 
 
(31,653
)
Net (loss) income
 
 
 
 
 
 
 
 
 
 
(9,371
)
 
 
 
(9,371
)
 
6,141

 
(3,230
)
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
(10,647
)
 
(10,647
)
 
(1,129
)
 
(11,776
)
Unrealized loss on derivative instruments
 
 
 
 
 
 
 
 
 
 
 
 
(2,764
)
 
(2,764
)
 
(3
)
 
(2,767
)
Repurchase of shares
(1,281,324
)
 
(1
)
 
(449,448
)
 

 
(14,412
)
 
 
 
 
 
(14,413
)
 
 
 
(14,413
)
Balance at June 30, 2020
118,259,860

 
$
118

 
32,369,603

 
$
32

 
$
1,331,025

 
$
(518,253
)
 
$
(69,946
)
 
$
742,976

 
$
59,540

 
$
802,516

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2019
114,589,333

 
$
114

 
31,641,265

 
$
32

 
$
1,290,888

 
$
(411,464
)
 
$
(50,593
)
 
$
828,977

 
$
66,993

 
$
895,970

Cumulative-effect adjustment for the adoption of ASU 2016-02, Leases (Topic 842)
 
 
 
 
 
 
 
 
 
 
(1,108
)
 
 
 
(1,108
)
 
 
 
(1,108
)
Shares issued
1,925,165

 
2

 
591,233

 
1

 
21,967

 
 
 
 
 
21,970

 
 
 
21,970

Shares issued to affiliate
384,947

 

 
 
 
 
 
3,360

 
 
 
 
 
3,360

 
 
 
3,360

Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
2,520

 
2,520

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
(13,548
)
 
(13,548
)
Distributions declared ($0.3126 and $0.2749 per share to Class A and Class C, respectively)
 
 
 
 
 
 
 
 
 
 
(44,955
)
 
 
 
(44,955
)
 
 
 
(44,955
)
Net income
 
 
 
 
 
 
 
 
 
 
17,905

 
 
 
17,905

 
6,946

 
24,851

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

Unrealized loss on derivative instruments
 
 
 
 
 
 
 
 
 
 
 
 
(2,209
)
 
(2,209
)
 
 
 
(2,209
)
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
(757
)
 
(757
)
 
173

 
(584
)
Repurchase of shares
(866,117
)
 
(1
)
 
(229,884
)
 
(1
)
 
(9,292
)
 
 
 
 
 
(9,294
)
 
 
 
(9,294
)
Balance at June 30, 2019
116,033,328

 
$
115

 
32,002,614

 
$
32

 
$
1,306,923

 
$
(439,622
)
 
$
(53,559
)
 
$
813,889

 
$
63,084

 
$
876,973


See Notes to Condensed Consolidated Financial Statements.

 
CPA:18 – Global 6/30/2020 10-Q 7


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 
Six Months Ended June 30,
 
2020
 
2019
Cash Flows — Operating Activities

 
 
Net Cash Provided by Operating Activities
$
38,924

 
$
42,029

Cash Flows — Investing Activities
 
 
 
Funding for development projects
(79,636
)
 
(57,639
)
Value added taxes paid in connection with construction funding
(5,514
)
 
(3,502
)
Capital expenditures on real estate
(4,269
)
 
(1,594
)
Value added taxes refunded in connection with construction funding
2,435

 
2,096

Payment of deferred acquisition fees to an affiliate
(1,897
)
 
(2,993
)
Return of capital from equity investments
1,134

 
332

Capital contributions to equity investment
(731
)
 
(400
)
Other investing activities, net
215

 
98

Proceeds from repayment of notes receivable

 
35,954

Proceeds from sale of real estate

 
19,343

Proceeds from insurance settlements

 
856

Net Cash Used in Investing Activities
(88,263
)
 
(7,449
)
Cash Flows — Financing Activities
 
 
 
Distributions paid
(45,589
)
 
(44,679
)
Proceeds from mortgage financing
35,025

 
25,133

Proceeds from issuance of shares
20,866

 
20,924

Repurchase of shares
(14,413
)
 
(9,294
)
Scheduled payments and prepayments of mortgage principal
(9,485
)
 
(26,144
)
Distributions to noncontrolling interests
(4,863
)
 
(11,717
)
Other financing activities, net
(925
)
 
(624
)
Contributions from noncontrolling interests
595

 
2,520

Net Cash Used in Financing Activities
(18,789
)
 
(43,881
)
Change in Cash and Cash Equivalents and Restricted Cash During the Period
 
 
 
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(2,042
)
 
(59
)
Net decrease in cash and cash equivalents and restricted cash
(70,170
)
 
(9,360
)
Cash and cash equivalents and restricted cash, beginning of period
163,398

 
190,838

Cash and cash equivalents and restricted cash, end of period
$
93,228

 
$
181,478


See Notes to Condensed Consolidated Financial Statements.

 
CPA:18 – Global 6/30/2020 10-Q 8


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Organization

Organization

Corporate Property Associates 18 – Global Incorporated (“CPA:18 – Global”), is a publicly owned, non-traded REIT, that invests primarily in a diversified portfolio of income-producing commercial real estate properties net leased to companies, both domestically and internationally. In addition, our portfolio includes self-storage and student housing investments. We were formed in 2012 and are managed by W. P. Carey Inc. (“WPC”) through one of its subsidiaries (collectively our “Advisor”). As a REIT, we are not subject to U.S. federal income taxes on income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, among other factors. We earn revenue primarily by leasing the properties we own to single corporate tenants, predominantly on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. We derive self-storage revenue from rents received from customers who rent storage space primarily under month-to-month leases for personal or business use. We earn student housing revenue primarily from leases of one year or less with individual students. Revenue is subject to fluctuation due to the timing of new lease transactions, lease terminations, lease expirations, contractual rent adjustments, tenant defaults, sales of properties, and changes in foreign currency exchange rates.

Substantially all of our assets and liabilities are held by CPA:18 Limited Partnership (the “Operating Partnership”), and as of June 30, 2020 we owned 99.97% of general and limited partnership interests in the Operating Partnership. The remaining interest in the Operating Partnership is held by a subsidiary of WPC.

As of June 30, 2020, our net lease portfolio was comprised of full or partial ownership interests in 47 properties, substantially all of which were fully-occupied and triple-net leased to 65 tenants totaling 9.6 million square feet. The remainder of our portfolio was comprised of our full or partial ownership interests in 68 self-storage properties, 12 student housing development projects (ten of which will become subject to net lease agreements upon their completion) and two student housing operating properties, totaling approximately 5.5 million square feet.

We operate in three reportable business segments: Net Lease, Self Storage, and Other Operating Properties. Our Net Lease segment includes our investments in net-leased properties, whether they are accounted for as operating leases or direct financing leases. Our Self Storage segment is comprised of our investments in self-storage properties. Our Other Operating Properties segment is primarily comprised of our investments in student housing operating properties and multi-family residential properties (our last multi-family residential property was sold in January 2019). In addition, we have an All Other category that includes our notes receivable investments, one of which was repaid during the second quarter of 2019. Our reportable business segments and All Other category are the same as our reporting units (Note 12).

We raised aggregate gross proceeds in our initial public offering of approximately $1.2 billion through April 2, 2015, which is the date we closed our offering. We have fully invested the proceeds from our initial public offering. In addition, from inception through June 30, 2020, $200.7 million and $57.6 million of distributions to our shareholders were reinvested in our Class A and Class C common stock, respectively, through our Distribution Reinvestment Plan (“DRIP”).


 
CPA:18 – Global 6/30/2020 10-Q 9


Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 2. Basis of Presentation

Basis of Presentation

Our interim condensed consolidated financial statements have been prepared 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 condensed consolidated financial position, results of operations, and cash flows in accordance with generally accepted accounting principles in the United States (“GAAP”). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by 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 financial position, results of operations, and cash flows. Our interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2019, which are included in the 2019 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 year.
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Basis of Consolidation

Our condensed consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a VIE and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. There have been no significant changes in our VIE policies from what was disclosed in the 2019 Annual Report.

As of both June 30, 2020 and December 31, 2019, we considered 19 entities to be VIEs, 18 of which we consolidated as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in the condensed consolidated balance sheets (in thousands):
 
June 30, 2020
 
December 31, 2019
Real estate — Land, buildings and improvements
$
351,709

 
$
359,886

Real estate under construction
315,270

 
233,220

In-place lease intangible assets
100,007

 
101,198

Accumulated depreciation and amortization
(84,645
)
 
(78,598
)
Total assets
714,394

 
642,648

 
 
 
 
Non-recourse secured debt, net
$
302,176

 
$
276,124

Total liabilities
361,527

 
330,549



As of both June 30, 2020 and December 31, 2019, we had one unconsolidated VIE, which we account for under the equity method of accounting. We do not consolidate this entity because we are not the primary beneficiary and the nature of our involvement in the activities of the entity allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of the entity. As of June 30, 2020 and December 31, 2019, the net carrying amount of this equity investment was $13.8 million and $14.9 million, respectively, and our maximum exposure to loss in this entity is limited to our investment. 


 
CPA:18 – Global 6/30/2020 10-Q 10


Notes to Condensed Consolidated Financial Statements (Unaudited)


COVID-19

The global spread of COVID-19 has created significant uncertainty and economic disruption, both in the near-term and potentially longer-term. The extent to which this pandemic could affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including: duration, scope, government actions, and other social responses.

Our Advisor is closely monitoring the impact of COVID-19 on all aspects of our business, including how it will impact our portfolio and tenant credit health (including our tenants’ ability to pay rent) as well as our liquidity, capital allocation, and balance sheet management. Our Advisor continues to actively engage in discussions with our tenants and with the third-party managers of our operating properties regarding the impact of COVID-19 on business operations, liquidity, prospects, and financial position.

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity, and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. For both the three and six months ended June 30, 2020, approximately $3.0 million of rent was not collected due to the adverse impact of COVID-19, which reduced lease revenues in our condensed consolidated statements of operations for those periods.

Foreign Currencies

We are subject to fluctuations in exchange rates between foreign currencies and the U.S. dollar (primarily the euro and the Norwegian krone and, to a lesser extent, the British pound sterling). The following table reflects the end-of-period rate of the U.S. dollar in relation to foreign currencies:
 
June 30, 2020
 
December 31, 2019
 
Percent Change
British Pound Sterling
$
1.2273

 
$
1.3204

 
(7.1
)%
Euro
1.1198

 
1.1234

 
(0.3
)%
Norwegian Krone
0.1026

 
0.1139

 
(9.9
)%


Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Beginning with the first quarter of 2020, we present Reimbursable tenant costs on its own line item in the condensed consolidated statements of operations. Previously, this line item was included within Property expenses (which is now presented as Property expenses, excluding reimbursable tenant costs).

Revenue Recognition

Lease revenue (including straight-line lease revenue) is only recognized when deemed probable of collection. Collectibility is assessed for each tenant receivable using various criteria including credit ratings, guarantees, past collection issues, and the current economic and business environment affecting the tenant. If collectibility of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the six months ended June 30, 2020, we wrote off $7.0 million in straight-line rent receivables based on our current assessment of less than a 75% likelihood of collecting all remaining contractual rent on certain net lease hotels. Additionally, we did not recognize $3.0 million of rent that was not collected during the second quarter (as discussed in the COVID-19 section above).


 
CPA:18 – Global 6/30/2020 10-Q 11


Notes to Condensed Consolidated Financial Statements (Unaudited)


Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows (in thousands):
 
June 30, 2020
 
December 31, 2019
Cash and cash equivalents
$
70,750

 
$
144,148

Restricted cash (a)
22,478

 
19,250

Total cash and cash equivalents and restricted cash
$
93,228

 
$
163,398

__________
(a)
Restricted cash is included within Accounts receivable and other assets, net on our condensed consolidated balance sheets.

Deferred Income Taxes

Our deferred tax liabilities were $45.6 million and $48.6 million at June 30, 2020 and December 31, 2019, respectively, and are included in Accounts payable, accrued expenses and other liabilities in the condensed consolidated financial statements. Our deferred tax assets, net of valuation allowances, was $1.4 million at both June 30, 2020 and December 31, 2019, and are included in Accounts receivable and other assets, net in the condensed consolidated financial statements.

Recent Accounting Pronouncements

Pronouncements Adopted as of June 30, 2020

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 replaces the “incurred loss” model with an “expected loss” model, resulting in the earlier recognition of credit losses even if the risk of loss is remote. This standard applies to financial assets measured at amortized cost and certain other instruments, including loans receivable and net investments in direct financing leases. This standard does not apply to receivables arising from operating leases, which are within the scope of Topic 842.

We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective method, under which we recorded a cumulative-effect adjustment as a charge to retained earnings of $6.9 million, which is reflected within our condensed consolidated statement of equity.

The allowance for credit losses, which is recorded as a reduction to Net investments in direct financing leases on our condensed consolidated balance sheets, was measured using a probability of default method based on the lessees’ respective credit ratings, and the expected value of the underlying collateral upon its repossession. Included in our model are factors that incorporate forward-looking information (Note 5).

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Interbank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.


 
CPA:18 – Global 6/30/2020 10-Q 12


Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 3. Agreements and Transactions with Related Parties

Transactions with Our Advisor

We have an advisory agreement with our Advisor whereby our Advisor performs certain services for us under a fee arrangement, including the identification, evaluation, negotiation, purchase, day-to-day management, and disposition of real estate and related assets and mortgage loans. We also reimburse our Advisor for general and administrative duties performed on our behalf. The advisory agreement has a term of one year and may be renewed for successive one-year periods. We may terminate the advisory agreement upon 60 days written notice without cause or penalty.

On July 16, 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC (Note 13). The line of credit bears an interest rate equal to LIBOR plus 1.05%, and is currently scheduled to mature on January 16, 2021. As of the date of this Report, we have not drawn on the line of credit.

Jointly Owned Investments and Other Transactions with our Affiliates

As of June 30, 2020, we owned interests ranging from 50% to 100% in jointly owned investments, with the remaining interests held by affiliates or by third parties. Since no other parties hold any rights that supersede our control, we consolidate all of these joint ventures, with the exception of our sole equity investment (Note 4), which we account for under the equity method of accounting.

The following tables present a summary of fees we paid, expenses we reimbursed, and distributions we made to our Advisor and other affiliates in accordance with the terms of the relevant agreements (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Amounts Included in the Condensed Consolidated Statements of Operations
 
 
 
 
 
 
 
Asset management fees
$
2,878

 
$
2,859

 
$
5,880

 
$
5,727

Available Cash Distributions
2,029

 
2,105

 
3,945

 
3,953

Personnel and overhead reimbursements
606

 
783

 
1,331

 
1,581

Interest expense on deferred acquisition fees and external joint venture loans
133

 
128

 
256

 
255

Disposition fees

 

 

 
1,117

 
$
5,646

 
$
5,875

 
$
11,412

 
$
12,633

 
 
 
 
 
 
 
 
Acquisition Fees Capitalized
 
 
 
 
 
 
 
Current acquisition fees
$

 
$

 
$
110

 
$
695

Deferred acquisition fees

 

 
88

 
555

Capitalized personnel and overhead reimbursements

 

 
70

 
89

 
$

 
$

 
$
268

 
$
1,339



The following table presents a summary of amounts included in Due to affiliates in the condensed consolidated financial statements (in thousands):
 
June 30, 2020
 
December 31, 2019
Due to Affiliates
 
 
 
External joint venture loans, accounts payable, and other (a)
$
6,336

 
$
5,951

Deferred acquisition fees, including accrued interest
2,614

 
4,456

Asset management fees payable
1,122

 
961

Current acquisition fees
118

 
8

 
$
10,190

 
$
11,376


___________

 
CPA:18 – Global 6/30/2020 10-Q 13


Notes to Condensed Consolidated Financial Statements (Unaudited)


(a)
Includes loans from our joint venture partners to the jointly owned investments that we consolidate. As of June 30, 2020 and December 31, 2019, loans due to our joint venture partners, including accrued interest, were $4.7 million and $4.6 million, respectively.

Asset Management Fees

Pursuant to the advisory agreement, our Advisor is entitled to an annual asset management fee ranging from 0.5% to 1.5%, depending on the type of investment and based on the average market value or average equity value, as applicable, of our investments. Asset management fees are payable in cash and/or shares of our Class A common stock, at our board of directors’ election in consultation with our Advisor. For any portion of fees our Advisor receives in shares, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value per share (“NAV”) per Class A share, which was $8.29 as of March 31, 2020. Effective January 1, 2019, our Advisor agreed to receive 50% of the asset management fees in shares of our Class A common stock and 50% in cash. Effective April 1, 2020, our Advisor agreed to receive all of its asset management fees in shares of our Class A common stock. As of June 30, 2020, our Advisor owned 6,211,580 shares, or 4.1%, of our outstanding Class A common stock. Asset management fees are included in Property expenses, excluding reimbursable tenant costs in the condensed consolidated financial statements.

Acquisition and Disposition Fees

Our Advisor receives acquisition fees, a portion of which is payable upon acquisition, while the remaining portion is subordinated to a preferred return of a non-compounded cumulative distribution of 5.0% per annum (based initially on our invested capital). The initial acquisition fee and subordinated acquisition fee are 2.5% and 2.0%, respectively, of the aggregate total cost of our portion of each investment for all investments, other than those in readily marketable real estate securities purchased in the secondary market, for which our Advisor will not receive any acquisition fees. Deferred acquisition fees are scheduled to be paid in three equal annual installments following the quarter in which a property was purchased and are subject to the preferred return described above. The preferred return was achieved as of the periods ended June 30, 2020 and December 31, 2019. The preferred return will continue to be assessed on a cumulative basis for the remainder of the fiscal year. Unpaid installments of deferred acquisition fees are included in Due to affiliates in the condensed consolidated financial statements and bear interest at an annual rate of 2.0%. The cumulative total acquisition costs, including acquisition fees paid to the Advisor, may not exceed 6.0% of the aggregate contract purchase price of all investments, which is measured at the end of each year.

In addition, prior to January 1, 2020, our Advisor was entitled to receive a disposition fee equal to the lesser of (i) 50.0% of the competitive real estate commission (as defined in the advisory agreement) or (ii) 3.0% of the contract sales price of the investment being sold. These fees were paid at the discretion of our board of directors. Effective January 1, 2020, the Advisor has waived its right to disposition fees with respect to sales and dispositions of single investments and portfolios of investments. The Advisor may still be entitled to disposition fees in connection with a transaction or series of transactions related to a merger, liquidation, or other event, at the discretion of our board of directors. 

Personnel and Overhead Reimbursements

Under the terms of the advisory agreement, our Advisor allocates a portion of its personnel and overhead expenses to us and the other entities that are managed by WPC and its affiliates, which as of June 30, 2020 included Carey European Student Housing Fund I L.P (WPC’s advisory agreements with Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated were terminated on April 13, 2020).


 
CPA:18 – Global 6/30/2020 10-Q 14


Notes to Condensed Consolidated Financial Statements (Unaudited)


We reimburse our Advisor for the allocated costs of personnel and overhead in managing our day-to-day operations, including accounting services, stockholder services, corporate management, and property management and operations. In addition, we reimburse our Advisor for various expenses it incurs in the course of providing services to us. We reimburse certain third-party expenses paid by our Advisor on our behalf, including property-specific costs, professional fees, and office expenses. We do not reimburse our Advisor for salaries and benefits paid to our named executive officers or for the cost of personnel that provide services for transactions for where our Advisor receives a fee (such as for acquisitions and dispositions). Under the advisory agreement, the amount of applicable personnel costs allocated to us is capped at 1.0% of our pro rata total revenues for each of 2020 and 2019. Our Advisor allocates overhead expenses to us based upon the percentage that our full-time employee equivalents comprised of the Advisor’s total full-time employee equivalents. Costs related to our Advisor’s legal transactions group are based on a schedule of expenses relating to services performed for different types of transactions, such as financing, lease amendments, and dispositions, among other categories. In general, personnel and overhead reimbursements are included in General and administrative expenses in the condensed consolidated financial statements.

Excess Operating Expenses
 
Our Advisor is obligated to reimburse us for the amount by which our operating expenses exceeds the “2%/25% guidelines” (the greater of 2% of average invested assets or 25% of net income) as defined in the advisory agreement for any 12-month period, subject to certain conditions. For the most recent trailing four quarters, our operating expenses were below this threshold.

Available Cash Distributions

WPC’s interest in the Operating Partnership entitles it to receive distributions of up to 10.0% of the available cash generated by the Operating Partnership (“the Available Cash Distribution”), which is defined as cash generated from operations, excluding capital proceeds, as reduced by operating expenses and debt service, excluding prepayments and balloon payments. Available Cash Distributions are included in Net income attributable to noncontrolling interests in the condensed consolidated financial statements.

Note 4. Real Estate, Operating Real Estate, Real Estate Under Construction, and Equity Investment in Real Estate

Real Estate Land, Buildings and Improvements

Real estate, which consists of land and buildings leased to others, which are subject to operating leases, is summarized as follows (in thousands):
 
June 30, 2020
 
December 31, 2019
Land
$
193,353

 
$
196,693

Buildings and improvements
992,285

 
1,003,952

Less: Accumulated depreciation
(148,173
)
 
(135,922
)
 
$
1,037,465

 
$
1,064,723



The carrying value of our Real Estate — Land, buildings and improvements decreased by $19.4 million from December 31, 2019 to June 30, 2020, reflecting the impact of exchange rate fluctuations during the same period (Note 2).

Depreciation expense, including the effect of foreign currency translation, on our real estate was $7.3 million and $7.4 million for the three months ended June 30, 2020 and 2019, respectively, and $14.4 million and $14.9 million for the six months ended June 30, 2020 and 2019, respectively.


 
CPA:18 – Global 6/30/2020 10-Q 15


Notes to Condensed Consolidated Financial Statements (Unaudited)


Operating Real Estate Land, Buildings and Improvements

Operating real estate, which consists of our self-storage and student housing properties (not subject to net lease agreements), is summarized as follows (in thousands):
 
June 30, 2020
 
December 31, 2019
Land
$
77,649

 
$
78,240

Buildings and improvements
427,211

 
434,245

Less: Accumulated depreciation
(64,489
)
 
(57,237
)
 
$
440,371

 
$
455,248



The carrying value of our Operating real estate — land, buildings and improvements decreased by $8.0 million from December 31, 2019 to June 30, 2020, reflecting the impact of exchange rate fluctuations during the same period (Note 2).

Depreciation expense, including the effect of foreign currency translation, on our operating real estate was $3.8 million for both the three months ended June 30, 2020 and 2019, and $7.6 million for both the six months ended June 30, 2020 and 2019.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included within Lease revenues — net-leased and Lease revenues — operating real estate in the condensed consolidated statements of operations are as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Lease revenues — net-leased
 
 
 
 
 
 
 
Lease income — fixed (a)
$
21,462

 
$
25,414

 
$
39,083

 
$
50,801

Lease income — variable (b)
4,095

 
3,757

 
7,877

 
8,318

Total operating lease income (c)
$
25,557

 
$
29,171

 
$
46,960

 
$
59,119

 
 
 
 
 
 
 
 
Lease revenues — operating real estate
 
 
 
 
 
 
 
Lease income — fixed
$
16,013

 
$
16,639

 
$
33,315

 
$
33,280

Lease income — variable (d)
495

 
658

 
1,136

 
1,282

Total operating lease income
$
16,508

 
$
17,297

 
$
34,451

 
$
34,562

___________
(a)
The six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables based on our current assessment of less than 75% likelihood of collecting all remaining contractual rent on certain net lease hotels. For both the three and six months ended June 30, 2020, approximately $2.6 million of rent for these properties was not collected, and thus not recognized (Note 2).
(b)
Includes (i) rent increases based on changes in the Consumer Price Index (“CPI”) and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
(c)
Excludes interest income from direct financing leases of $0.6 million and $0.9 million for the three months ended June 30, 2020 and 2019, respectively, and $1.6 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively (Note 5). Approximately $0.4 million of rent for one of our tenants was not collected during the three and six months ended June 30, 2020, and thus not recognized (Note 2). Interest income from direct financing leases is included in Lease revenues — net-leased in the condensed consolidated statements of operations.
(d)
Primarily comprised of late fees and administrative fees revenues.


 
CPA:18 – Global 6/30/2020 10-Q 16


Notes to Condensed Consolidated Financial Statements (Unaudited)


Real Estate Under Construction

The following table provides the activity of our Real estate under construction (in thousands):
 
Six Months Ended June 30, 2020
Beginning balance
$
235,751

Capitalized funds
82,786

Placed into service
(6,065
)
Capitalized interest
4,232

Foreign currency translation adjustments
(1,212
)
Ending balance
$
315,492



Capitalized Funds

During the six months ended June 30, 2020, total capitalized funds primarily related to construction draws for our student housing development projects, and includes accrued costs of $6.4 million, which is a non-cash investing activity.

Placed into Service

During the six months ended June 30, 2020, a total of $6.1 million was placed into service, primarily relating to capital investment projects at two of our net lease properties, which is a non-cash investing activity.

Capitalized Interest

Capitalized interest includes interest incurred during construction as well as amortization of the mortgage discount and deferred financing costs, which totaled $4.2 million during the six months ended June 30, 2020, which is a non-cash investing activity.

Ending Balance

As of June 30, 2020, we had 12 ongoing student housing development projects, with aggregate unfunded commitments of approximately $229.7 million, excluding capitalized interest, accrued costs, and capitalized acquisition fees for our Advisor.

Ghana Settlement Update

During the six months ended June 30, 2020, the collectibility of the value added tax (“VAT”) receivable to be refunded by the Ghanaian government was no longer deemed probable. As such, we recorded a $2.8 million loss to write-off the VAT receivable during the six months ended June 30, 2020, which is included within Other gains and (losses) on our condensed consolidated statements of operations.

Subsequent to June 30, 2020, in relation to the ongoing litigation with the joint venture partner on our previously owned Ghana investment, the arbitrator issued a final decision and awarded the joint venture partner $2.6 million in damages. Since this is a recognized subsequent event, we have recorded an additional noncontrolling interest payable amount of $1.4 million during the three months ended June 30, 2020, bringing the total noncontrolling interest payable to $2.6 million as of June 30, 2020 (Note 13).

Equity Investment in Real Estate

We classify distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.


 
CPA:18 – Global 6/30/2020 10-Q 17


Notes to Condensed Consolidated Financial Statements (Unaudited)


We have an interest in an unconsolidated investment in our Self Storage segment that relates to a joint venture for three self-storage facilities in Canada. This entity was jointly owned with a third party, which is also the general partner of the joint venture. Our ownership and economic interest in the joint venture is 100%. We continue to not consolidate this entity because we are not the primary beneficiary due to shared decision making with the general partner and the nature of our involvement in the activities, which allows us to exercise significant influence, but does not give us power over decisions that significantly affect the economic performance of the entity.

As of June 30, 2020 and December 31, 2019, our total equity investment balance for these self-storage properties was $13.8 million and $14.9 million, respectively, which is included in Accounts receivable and other assets, net in the condensed consolidated financial statements. As of June 30, 2020 and December 31, 2019, the joint venture had total third-party recourse debt of $30.3 million and $32.2 million, respectively.

Equity Investment Debt Covenants

At June 30, 2020, we were in breach of debt yield covenants on loans for two self-storage properties accounted for as equity investments. As a result of the breaches, the lender has the right to require us to make principal reduction payments of $1.8 million and $0.7 million for the respective loans. As of the date of this Report, the lender has not requested any principal reduction payments be made.

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 receivables portfolio consists of our notes receivable (which are included in Accounts receivable and other assets, net in the condensed consolidated financial statements) and our Net investments in direct financing leases (net of allowance for credit losses). Operating leases are not included in finance receivables.

Notes Receivable

As of June 30, 2020, our notes receivable consisted of a $28.0 million mezzanine tranche of 10-year commercial mortgage-backed securities on the Cipriani banquet halls in New York, New York with a maturity date of July 2024. The mezzanine tranche is subordinated to a $60.0 million senior loan on the properties. Interest-only payments at a rate of 10% per annum are due through its maturity date. As of both June 30, 2020 and December 31, 2019, the balance for this note receivable remained $28.0 million. On July 28, 2020, we were notified that the borrower has defaulted on the mortgage loan senior to our mezzanine tranche. We are currently evaluating our rights and options in connection with the senior loan default (Note 13).

Interest income from our notes receivables was $0.7 million and $0.8 million for the three months ended June 30, 2020 and 2019, respectively, and $1.4 million and $2.7 million for the six months ended June 30, 2020 and 2019, respectively, and is included in Other operating and interest income in our condensed consolidated statements of operations.


 
CPA:18 – Global 6/30/2020 10-Q 18


Notes to Condensed Consolidated Financial Statements (Unaudited)


Net Investments in Direct Financing Leases

Net investments in our direct financing lease investments is summarized as follows (in thousands):
 
June 30, 2020
 
December 31, 2019
Lease payments receivable
$
53,555

 
$
55,278

Unguaranteed residual value
39,401

 
39,401

 
92,956

 
94,679

Less: unearned income
(50,796
)
 
(52,625
)
Less: allowance for credit losses (a)
(11,768
)
 

 
$
30,392

 
$
42,054


___________
(a)
Upon our adoption of ASU 2016-13 on January 1, 2020, we applied changes in loss reserves through a cumulative-effect adjustment to retained earnings totaling $6.9 million (Note 2). In addition, during the six months ended June 30, 2020, due to changes in expected economic conditions, we recorded an allowance for credit losses of $4.9 million, which was included in Allowance for credit losses in our condensed consolidated statements of operations.

Interest income from direct financing leases was $0.6 million and $0.9 million for the three months ended June 30, 2020 and 2019, respectively, and $1.6 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively, and is included in Lease revenues — net-leased in our condensed consolidated statements of operations.

Credit Quality of Finance Receivables

We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. Due to changes in expected economic conditions, we recorded an allowance for credit losses (as noted above). As of December 31, 2019, we had no significant finance receivable balances that were past due. Additionally, there were no material modifications of finance receivables during the six months ended June 30, 2020.

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

A summary of our finance receivables by internal credit quality rating is as follows (dollars in thousands):
 
 
Number of Tenants/Obligors at
 
Carrying Value at
Internal Credit Quality Indicator
 
June 30, 2020
 
December 31, 2019
 
June 30, 2020
 
December 31, 2019
1 – 3
 
3
 
4
 
$
16,956

 
$
45,457

4
 
2
 
1
 
41,436

 
24,597

5
 
 
 

 

 
 
0
 
 
 
$
58,392

 
$
70,054



Note 6. Intangible Assets and Liabilities

In-place lease and above-market rent intangibles are included in In-place lease and other intangible assets in the condensed consolidated financial statements. Below-market rent intangibles are included in Accounts payable, accrued expenses and other liabilities in the condensed consolidated financial statements.

Goodwill is included in our Net Lease segment and included in Accounts receivable and other assets, net in the condensed consolidated financial statements. As a result of foreign currency translation adjustments, goodwill decreased from $26.0 million as of December 31, 2019 to $24.4 million as of June 30, 2020.


 
CPA:18 – Global 6/30/2020 10-Q 19


Notes to Condensed Consolidated Financial Statements (Unaudited)


Intangible assets and liabilities are summarized as follows (in thousands):
 
 
 
June 30, 2020
 
December 31, 2019
 
Amortization Period (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
Finite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
In-place lease
6 – 23
 
$
235,791

 
$
(136,939
)
 
$
98,852

 
$
238,771

 
$
(131,012
)
 
$
107,759

Above-market rent
7 – 30
 
10,120

 
(4,451
)
 
5,669

 
10,257

 
(4,141
)
 
6,116

 
 
 
245,911

 
(141,390
)
 
104,521

 
249,028

 
(135,153
)
 
113,875

Indefinite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
 
24,407

 

 
24,407

 
26,024

 

 
26,024

Total intangible assets
 
 
$
270,318

 
$
(141,390
)
 
$
128,928

 
$
275,052

 
$
(135,153
)
 
$
139,899

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-Lived Intangible Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Below-market rent
6 – 30
 
$
(14,964
)
 
$
7,189

 
$
(7,775
)
 
$
(14,974
)
 
$
6,627

 
$
(8,347
)
Total intangible liabilities
 
 
$
(14,964
)
 
$
7,189

 
$
(7,775
)
 
$
(14,974
)
 
$
6,627

 
$
(8,347
)


Net amortization of intangibles, including the effect of foreign currency translation, was $3.5 million and $5.9 million for the three months ended June 30, 2020 and 2019, respectively, and $7.0 million and $9.9 million for the six months ended June 30, 2020, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Rental income; and amortization of in-place lease intangibles is included in Depreciation and amortization on our condensed consolidated statements of operations.

Note 7. 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, interest rate swaps, foreign currency forward contracts and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items, we have also provided the unobservable inputs.

Derivative Assets and Liabilities — Our derivative assets and liabilities, which are included in Accounts receivable and other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the condensed consolidated financial statements, are comprised of foreign currency forward contracts, interest rate swaps, interest rate caps, and foreign currency collars (Note 8).

The valuation of our derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves, spot and forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

 
CPA:18 – Global 6/30/2020 10-Q 20


Notes to Condensed Consolidated Financial Statements (Unaudited)



We did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the three and six months ended June 30, 2020 and 2019. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our condensed consolidated financial statements.
 
Our other financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):
 
 
 
June 30, 2020
 
December 31, 2019
 
Level
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Non-recourse secured debt, net (a) (b)
3
 
$
1,207,475

 
$
1,228,468

 
$
1,201,913

 
$
1,239,004

Notes receivable (c)
3
 
28,000

 
30,300

 
28,000

 
30,300

___________
(a)
As of June 30, 2020 and December 31, 2019, the carrying value of Non-recourse secured debt, net includes unamortized deferred financing costs of $6.0 million and $5.8 million, respectively, and unamortized premium, net of $2.0 million and $2.1 million, respectively (Note 9).
(b)
We determined the estimated fair value of our Non-recourse secured debt, net using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates take into account interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.
(c)
We determined the estimated fair value of our Notes receivable using a discounted cash flow model with rates that take into account the credit of the tenant/obligor, order of payment tranches, and interest rate risk. We also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant/obligor, the time until maturity, and the current market interest rate.

We estimated that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values as of both June 30, 2020 and December 31, 2019.

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 four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other investments due to changes in interest rates or other market factors. We own international investments, primarily in Europe, and are subject to risks associated with fluctuating foreign currency exchange rates.
 
Derivative Financial Instruments
 
There have been no significant changes in our derivative financial instrument policies from what was disclosed in the 2019 Annual Report. As of both June 30, 2020 and December 31, 2019, no cash collateral had been posted or received for any of our derivative positions.


 
CPA:18 – Global 6/30/2020 10-Q 21


Notes to Condensed Consolidated Financial Statements (Unaudited)


The following table sets forth certain information regarding our derivative instruments (in thousands):
Derivatives Designated as Hedging Instruments
 
Balance Sheet Location
 
Derivative Assets Fair Value at
 
Derivative Liabilities Fair Value at
 
 
June 30, 2020
 
December 31, 2019
 
June 30, 2020
 
December 31, 2019
Foreign currency collars
 
Accounts receivable and other assets, net
 
$
1,795

 
$
1,444

 
$

 
$

Foreign currency forward contracts
 
Accounts receivable and other assets, net
 
368

 
861

 

 

Interest rate caps
 
Accounts receivable and other assets, net
 
32

 
116

 

 

Interest rate swaps
 
Accounts receivable and other assets, net
 

 
53

 

 

Interest rate swaps
 
Accounts payable, accrued expenses and other liabilities
 

 

 
(4,588
)
 
(1,991
)
 
 
 
 
2,195

 
2,474

 
(4,588
)
 
(1,991
)
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
Interest rate swap
 
Accounts payable, accrued expenses and other liabilities
 

 

 
(34
)
 
(48
)
 
 
 
 

 

 
(34
)
 
(48
)
Total derivatives
 
 
 
$
2,195

 
$
2,474

 
$
(4,622
)
 
$
(2,039
)

The following tables present the impact of our derivative instruments in the condensed consolidated financial statements (in thousands):
 
 
Amount of Loss Recognized on Derivatives in Other Comprehensive Income (Loss)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships 
 
2020
 
2019
 
2020
 
2019
Foreign currency collars
 
$
(640
)
 
$
(84
)
 
$
500

 
$
721

Foreign currency forward contracts
 
(286
)
 
(361
)
 
(493
)
 
(518
)
Interest rate swaps
 
(33
)
 
(1,528
)
 
(2,650
)
 
(2,415
)
Interest rate caps
 
15

 
2

 
(124
)
 
3

Derivatives in Net Investment Hedging Relationship (a)
 
 
 
 
 
 
 
 
Foreign currency collars
 
(20
)
 
(19
)
 
129

 
(18
)
Foreign currency forward contracts
 

 
15

 

 
15

Total
 
$
(964
)
 
$
(1,975
)
 
$
(2,638
)
 
$
(2,212
)

___________
(a)
The changes in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive income (loss).


 
CPA:18 – Global 6/30/2020 10-Q 22


Notes to Condensed Consolidated Financial Statements (Unaudited)


 
 
 
 
Amount of Gain on Derivatives Reclassified from Other Comprehensive Income (Loss) into Income
Derivatives in Cash Flow Hedging Relationships 
 
Location of Gain (Loss) Recognized in Income
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Interest rate swaps
 
Interest expense
 
$
(434
)
 
$
22

 
$
(613
)
 
$
49

Foreign currency forward contracts
 
Other gains and (losses)
 
264

 
338

 
542

 
684

Foreign currency collars
 
Other gains and (losses)
 
235

 
39

 
355

 
50

Interest rate caps
 
Interest expense
 
(20
)
 
(3
)
 
(37
)
 
(6
)
Total
 
 
 
$
45

 
$
396

 
$
247

 
$
777



Amounts reported in Other comprehensive income (loss) related to our interest derivative contracts will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to Other gains and (losses) when the hedged foreign currency contracts are settled. As of June 30, 2020, we estimated that an additional $2.0 million and $1.2 million will be reclassified as Interest expense and Other gains and (losses), respectively, during the next 12 months.

The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (in thousands):
 
 
 
 
Amount of Gain on Derivatives Recognized in Income
Derivatives Not in Cash Flow Hedging Relationships
 
Location of Gain (Loss) Recognized in Income
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Foreign currency collars
 
Other gains and (losses)
 
$
(90
)
 
$
(5
)
 
$
(9
)
 
$
113

Interest rate swap
 
Interest expense
 
3

 

 
11

 

Foreign currency forward contracts
 
Other gains and (losses)
 

 

 
7

 

Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense
 
434

 
13

 
613

 
12

Foreign currency collars
 
Other gains and (losses)
 

 

 

 
7

Total
 
 
 
$
347

 
$
8

 
$
622

 
$
132


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 joint investment partners have obtained, and may in the future obtain, variable-rate non-recourse secured debt and, as a result, we have entered into, and may continue to 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 a 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.


 
CPA:18 – Global 6/30/2020 10-Q 23


Notes to Condensed Consolidated Financial Statements (Unaudited)


The interest rate swaps and caps that our consolidated subsidiaries had outstanding as of June 30, 2020 are summarized as follows (currency in thousands):
Interest Rate Derivatives
 
Number of Instruments
 
Notional
Amount
 
Fair Value at
June 30, 2020 (a)
Interest rate swaps
 
10
 
97,376

USD
 
$
(4,588
)
Interest rate caps
 
2
 
59,000

GBP
 
19

Interest rate cap
 
1
 
12,975

EUR
 
13

Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
Interest rate swap (b)
 
1
 
9,063

EUR
 
(34
)
 
 
 
 
 
 
 
$
(4,590
)

___________
(a)
Fair value amount is based on the exchange rate of the respective currencies as of June 30, 2020, as applicable.
(b)
This interest rate swap does not qualify for hedge accounting; however, it does protect against fluctuations in interest rates related to the underlying variable-rate debt.

Foreign Currency Contracts
 
We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the Norwegian krone. We manage foreign currency exchange rate movements by generally placing our debt service obligation on an investment in the same currency as the tenant’s rental obligation to us. This reduces our overall exposure to the net cash flow from that investment. However, we are subject to foreign currency exchange rate movements to the extent that there is a difference in the timing and amount of the rental obligation and the debt service. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other gains and (losses) in the condensed consolidated financial statements.

In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts and collars. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into forward contracts and holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency forward contracts and foreign currency collars have maturities of 72 months or less.

The following table presents the foreign currency derivative contracts we had outstanding and their designations as of June 30, 2020 (currency in thousands):
Foreign Currency Derivatives
 
Number of Instruments
 
Notional
Amount
 
Fair Value at
June 30, 2020
Designated as Cash Flow Hedging Instruments
 
 
 
 
 
 
 
Foreign currency collars
 
17
 
13,902

EUR
 
$
1,305

Foreign currency collars
 
14
 
25,130

NOK
 
457

Foreign currency forward contracts
 
3
 
1,240

EUR
 
368

Designated as Net Investment Hedging Instruments
 
 
 
 
 
 
 
Foreign currency collar
 
1
 
2,500

NOK
 
33

 
 
 
 
 
 
 
$
2,163



Credit Risk-Related Contingent Features

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of June 30, 2020. At June 30, 2020, our total credit exposure was $1.6 million and the maximum exposure to any single counterparty was $0.9 million.


 
CPA:18 – Global 6/30/2020 10-Q 24


Notes to Condensed Consolidated Financial Statements (Unaudited)


Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. As of June 30, 2020, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $4.8 million and $2.1 million as of June 30, 2020 and December 31, 2019, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions as of June 30, 2020 or December 31, 2019, we could have been required to settle our obligations under these agreements at their aggregate termination value of $5.1 million and $2.2 million, respectively.

Note 9. Non-Recourse Secured Debt, Net

Non-recourse secured debt, net is collateralized by the assignment of real estate properties. As of June 30, 2020, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse secured debt were 3.9% and 3.4%, respectively, with maturity dates ranging from 2020 to 2039.

Financing Activity During 2020

On March 13, 2020, we obtained a construction loan of $22.5 million (amount based on the exchange rate of the euro at the date of the loan) for a student housing development project in Barcelona, Spain. The loan is comprised of four tranches with interest only payments due on outstanding draws through its scheduled maturity date of December 2023. As part of obtaining the loan, initial drawdowns of $16.8 million were made with a weighted average variable interest rate of 2.1%.

Scheduled Debt Principal Payments
 
Scheduled debt principal payments during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter are as follows (in thousands):
Years Ending December 31,
 
Total
2020 (remainder)
 
$
86,112

2021
 
126,675

2022
 
188,571

2023
 
214,327

2024
 
198,798

Thereafter through 2039
 
397,013

Total principal payments
 
1,211,496

Unamortized deferred financing costs
 
(6,032
)
Unamortized premium, net
 
2,011

Total
 
$
1,207,475



Certain amounts in the table above are based on the applicable foreign currency exchange rate at June 30, 2020.

The carrying value of our Non-recourse secured debt, net decreased by $20.1 million in the aggregate from December 31, 2019 to June 30, 2020, reflecting the impact of exchange rate fluctuations during the same period (Note 2).

Covenants

Our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. We were in compliance with all of these non-recourse mortgage loan covenants at June 30, 2020.

At June 30, 2020, we were in breach of certain covenants related to our Equity investment recourse debt (Note 4).


 
CPA:18 – Global 6/30/2020 10-Q 25


Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 10. Commitments and Contingencies

Subsequent to June 30, 2020, we received and recognized the arbitrator’s final decision for the ongoing litigation with the joint venture partner on our previously owned Ghana investment, which awarded the joint venture partner $2.6 million in damages (Note 13). As of June 30, 2020, we were not involved in any additional material litigation. 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 condensed consolidated financial statements of operations or results of operations.

See Note 4 for unfunded construction commitments.

Note 11. (Loss) Earnings Per Share and Equity

Basic and Diluted (Loss) Earnings Per Share

The following table presents (loss) earnings per share (in thousands, except share and per share amounts):
 
Three Months Ended June 30,
 
2020
 
2019
 
Basic and Diluted Weighted-Average
Shares Outstanding
 
Allocation of Net Loss
 
Basic and Diluted Loss Per Share 
 
Basic and Diluted Weighted-Average
Shares Outstanding
 
Allocation of Net Income
 
Basic and Diluted Earnings Per Share 
Class A common stock
118,482,095

 
$
(922
)
 
$
(0.01
)
 
116,210,773

 
$
2,442

 
$
0.02

Class C common stock
32,493,253

 
(269
)
 
(0.01
)
 
32,058,663

 
636

 
0.02

Net (loss) income attributable to CPA:18 – Global
 
 
$
(1,191
)
 
 
 
 
 
$
3,078

 
 


 
Six Months Ended June 30,
 
2020
 
2019
 
Basic and Diluted Weighted-Average
Shares Outstanding
 
Allocation of Net Loss
 
Basic and Diluted Loss Per Share 
 
Basic and Diluted Weighted-Average
Shares Outstanding
 
Allocation of Net Income
 
Basic and Diluted Earnings Per Share 
Class A common stock
118,225,178

 
$
(7,321
)
 
$
(0.06
)
 
115,855,895

 
$
14,095

 
$
0.12

Class C common stock
32,469,447

 
(2,050
)
 
(0.06
)
 
31,969,341

 
3,810

 
0.12

Net (loss) income attributable to CPA:18 – Global
 
 
$
(9,371
)
 
 
 
 
 
$
17,905

 
 


The allocation of Net (loss) income attributable to CPA:18 – Global is calculated based on the basic and diluted weighted-average shares outstanding for Class A and Class C common stock for each respective period. The Class C common stock allocation includes interest expense related to the accretion of interest on the annual distribution and shareholder servicing fee liability of less than $0.1 million for both the three and six months ended June 30, 2020 and 2019 (Note 3).

Distributions

For the three months ended June 30, 2020, our board of directors declared quarterly distributions of $0.0625 per share for our Class A common stock and $0.0438 per share for our Class C common stock, which were paid on July 15, 2020 to stockholders of record on June 30, 2020, in the amount of $8.8 million.

During the six months ended June 30, 2020, we declared distributions totaling $0.2188 and $0.1820 per share for our Class A and Class C common stock, respectively.


 
CPA:18 – Global 6/30/2020 10-Q 26


Notes to Condensed Consolidated Financial Statements (Unaudited)


Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):
 
Three Months Ended June 30, 2020
 
Gains and (Losses) on Derivative Instruments
 
Foreign Currency Translation Adjustments
 
Total
Beginning balance
$
(1,685
)
 
$
(78,227
)
 
$
(79,912
)
Other comprehensive income before reclassifications
(899
)
 
12,306

 
11,407

Amounts reclassified from accumulated other comprehensive loss to:
 
 
 
 
 
Other gains and (losses)
(499
)
 

 
(499
)
Interest expense
454

 

 
454

Net current-period other comprehensive income
(944
)
 
12,306

 
11,362

Net current-period other comprehensive income attributable to noncontrolling interests

 
(1,396
)
 
(1,396
)
Ending balance
$
(2,629
)
 
$
(67,317
)
 
$
(69,946
)

 
Three Months Ended June 30, 2019
 
Gains and (Losses) on Derivative Instruments
 
Foreign Currency Translation Adjustments
 
Total
Beginning balance
$
1,977

 
$
(56,892
)
 
$
(54,915
)
Other comprehensive income before reclassifications
(1,575
)
 
3,658

 
2,083

Amounts reclassified from accumulated other comprehensive loss to:
 
 
 
 
 
Other gains and (losses)
(377
)
 

 
(377
)
Interest expense
(19
)
 

 
(19
)
Net current-period other comprehensive income
(1,971
)
 
3,658

 
1,687

Net current-period other comprehensive income attributable to noncontrolling interests

 
(331
)
 
(331
)
Ending balance
$
6

 
$
(53,565
)
 
$
(53,559
)


 
CPA:18 – Global 6/30/2020 10-Q 27


Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Six Months Ended June 30, 2020
 
Gains and (Losses) on Derivative Instruments
 
Foreign Currency Translation Adjustments
 
Total
Beginning balance
$
138

 
$
(56,673
)
 
$
(56,535
)
Other comprehensive loss before reclassifications
(2,520
)
 
(11,776
)
 
(14,296
)
Amounts reclassified from accumulated other comprehensive loss to:
 
 
 
 
 
Other gains and (losses)
(897
)
 

 
(897
)
Interest expense
650

 

 
650

Net current-period other comprehensive loss
(2,767
)
 
(11,776
)
 
(14,543
)
Net current-period other comprehensive loss attributable to noncontrolling interests

 
1,132

 
1,132

Ending balance
$
(2,629
)
 
$
(67,317
)
 
$
(69,946
)

 
Six Months Ended June 30, 2019
 
Gains and (Losses) on Derivative Instruments
 
Foreign Currency Translation Adjustments
 
Total
Beginning balance
$
2,215

 
$
(52,808
)
 
$
(50,593
)
Other comprehensive loss before reclassifications
(1,432
)
 
(584
)
 
(2,016
)
Amounts reclassified from accumulated other comprehensive loss to:
 
 
 
 
 
Other gains and (losses)
(734
)
 

 
(734
)
Interest expense
(43
)
 

 
(43
)
Net current-period other comprehensive loss
(2,209
)
 
(584
)
 
(2,793
)
Net current-period other comprehensive income attributable to noncontrolling interests

 
(173
)
 
(173
)
Ending balance
$
6

 
$
(53,565
)
 
$
(53,559
)


See Note 8 for additional information on our derivative activity recognized within Other comprehensive income (loss) for the periods presented.


 
CPA:18 – Global 6/30/2020 10-Q 28


Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 12. Segment Reporting

We operate in three reportable business segments: Net Lease, Self Storage, and Other Operating Properties. Our Net Lease segment includes our investments in net-leased properties, whether they are accounted for as operating leases or direct financing leases. Our Self Storage segment is comprised of our investments in self-storage properties. Our Other Operating Properties segment is primarily comprised of our investments in student housing operating properties and multi-family residential properties (our last multi-family residential property was sold in January 2019). In addition, we have an All Other category that includes our notes receivable investments, one of which was repaid during the second quarter of 2019. The following tables present a summary of comparative results and assets for these business segments (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net Lease
 
 
 
 
 
 
 
Revenues (a)
$
26,538

 
$
30,731

 
$
50,605

 
$
61,723

Operating expenses (b)
(15,421
)
 
(18,638
)
 
(36,023
)
 
(35,949
)
Interest expense
(6,743
)
 
(8,694
)
 
(13,601
)
 
(17,430
)
Other gains and (losses)
224

 
503

 
(3,216
)
 
546

Gain on sale of real estate, net

 
650

 

 
1,547

(Provision for) benefit from income taxes
(1,341
)
 
1,366

 
(702
)
 
1,006

Net income attributable to noncontrolling interests
(1,526
)
 
(45
)
 
(2,226
)
 
(254
)
Net income (loss) attributable to CPA:18 – Global
$
1,731

 
$
5,873

 
$
(5,163
)
 
$
11,189

Self Storage
 
 
 
 
 
 
 
Revenues
$
14,670

 
$
15,167

 
$
30,026

 
$
30,006

Operating expenses
(9,080
)
 
(8,872
)
 
(18,175
)
 
(17,617
)
Interest expense
(3,374
)
 
(3,450
)
 
(6,730
)
 
(6,876
)
Other gains and (losses) (c)
(155
)
 
(607
)
 
(209
)
 
(1,275
)
Provision for income taxes
(17
)
 
(11
)
 
(48
)
 
(44
)
Net income attributable to CPA:18 – Global
$
2,044

 
$
2,227

 
$
4,864

 
$
4,194

Other Operating Properties
 
 
 
 
 
 
 
Revenues
$
2,010

 
$
2,307

 
$
4,757

 
$
4,929

Operating expenses
(1,324
)
 
(1,544
)
 
(2,809
)
 
(3,178
)
Interest expense
(192
)
 
166

 
(444
)
 
46

Other gains and (losses)
4

 
(5
)
 
19

 
(44
)
Gain on sale of real estate, net

 

 

 
14,514

Benefit from (provision for) income taxes
38

 
(356
)
 
52

 
(379
)
Net loss (income) attributable to noncontrolling interests
25

 
50

 
30

 
(2,739
)
Net income attributable to CPA:18 – Global
$
561

 
$
618

 
$
1,605

 
$
13,149

All Other (d)
 
 
 
 
 
 
 
Revenues
$
710

 
$
822

 
$
1,420

 
$
2,655

Operating expenses

 

 

 
(1
)
Net income attributable to CPA:18 – Global
$
710

 
$
822

 
$
1,420

 
$
2,654

Corporate
 
 
 
 
 
 
 
Unallocated Corporate Overhead (e)
$
(4,208
)
 
$
(4,357
)
 
$
(8,152
)
 
$
(9,328
)
Net income attributable to noncontrolling interests — Available Cash Distributions
$
(2,029
)
 
$
(2,105
)
 
$
(3,945
)
 
$
(3,953
)
Total Company
 
 
 
 
 
 
 
Revenues (a)
$
43,928

 
$
49,027

 
$
86,808

 
$
99,321

Operating expenses (b)
(30,582
)
 
(34,021
)
 
(66,810
)
 
(66,293
)
Interest expense
(10,354
)
 
(12,044
)
 
(20,843
)
 
(24,401
)
Other gains and (losses) (c)
905

 
699

 
(1,221
)
 
223

Gain on sale of real estate, net

 
650



 
16,058

(Provision for) benefit from income taxes
(1,558
)
 
867


(1,164
)
 
(57
)
Net income attributable to noncontrolling interests
(3,530
)
 
(2,100
)

(6,141
)
 
(6,946
)
Net (loss) income attributable to CPA:18 – Global
$
(1,191
)
 
$
3,078

 
$
(9,371
)
 
$
17,905



 
CPA:18 – Global 6/30/2020 10-Q 29


Notes to Condensed Consolidated Financial Statements (Unaudited)


 
Total Assets
 
June 30, 2020
 
December 31, 2019
Net Lease
$
1,513,872

 
$
1,517,659

Self Storage
365,196

 
369,883

Other Operating Properties
223,107

 
213,692

Corporate
43,426

 
105,407

All Other (d)
28,168

 
28,162

Total Company
$
2,173,769

 
$
2,234,803


__________
(a)
The three months ended June 30, 2020 and 2019 includes straight-line rent amortization of $0.3 million and $0.8 million, respectively, and $1.0 million and $1.7 million for the six months ended June 30, 2020 and 2019, respectively. The six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2). Straight-line lease revenue is only recognized when deemed probable of collection, and is included within Lease revenues — net-leased within our condensed consolidated financial statements. For both the three and six months ended June 30, 2020, approximately $3.0 million of rent was not collected relating to the second quarter of 2020, which reduced lease revenues (Note 2).
(b)
The six months ended June 30, 2020 includes an allowance for credit losses of $4.9 million, in accordance with ASU 2016-13 (Note 5).
(c)
Includes Equity in losses of equity method investment in real estate.
(d)
Included in the all other category are our notes receivable investments, one of which was repaid during the second quarter of 2019.
(e)
Included in unallocated corporate overhead are expenses and other gains and (losses) that are calculated and reported at the portfolio level and not evaluated as part of any segment’s operating performance. Such items include asset management fees, general and administrative expenses, and gains and losses on foreign currency transactions and derivative instruments. Asset management fees totaled $2.9 million for both the three months ended June 30, 2020 and 2019, and $5.9 million and $5.7 million for the six months ended June 30, 2020 and 2019, respectively (Note 3).

Note 13. Subsequent Events

On July 16, 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC at an interest rate equal to the LIBOR plus 1.05%. The line of credit has a scheduled maturity date of January 16, 2021. As of the date of this Report, we have not drawn on the line of credit (Note 3).

On July 28, 2020, we were notified that the borrower on our note receivable has defaulted on the mortgage loan senior to our mezzanine tranche. We are currently evaluating our rights and options in connection with the senior loan default (Note 5).

On July 31, 2020. we obtained a construction loan of $24.6 million (based on the exchange rate of the euro at June 30, 2020) for a student housing development project located in Seville, Spain. The loan bears a variable interest rate equal to the Euro Interbank Offered Rate plus 3.5% and is scheduled to mature in November 2023.

On August 4, 2020, in relation to the ongoing litigation with the joint venture partner on our previously owned Ghana investment, the arbitrator issued a final decision and awarded the joint venture partner $2.6 million in damages. Since this is a recognized subsequent event, we have recorded an additional noncontrolling interest payable amount of $1.4 million during the three months ended June 30, 2020, bringing the total noncontrolling interest payable to $2.6 million as of June 30, 2020.

On August 4, 2020, the 77,504 square foot student housing project located in Barcelona, Spain was substantially completed and is subject to a net lease agreement.

 
CPA:18 – Global 6/30/2020 10-Q 30




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 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. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the 2019 Annual Report and subsequent reports filed under the Securities Exchange Act of 1934, as amended (“the Exchange Act”).

Business Overview

As described in more detail in Item 1 of the 2019 Annual Report, we are a publicly owned, non-traded REIT that invests in a diversified portfolio of income-producing commercial properties net leased to companies, and other real estate-related assets, both domestically and outside the United States. In addition, our portfolio includes self-storage and student housing properties. 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. We derive self-storage revenue from rents received from customers who rent storage space primarily under month-to-month leases for personal or business use. We earn student housing revenue primarily from leases of one year or less with individual students. Revenue is subject to fluctuation because of the timing of new transactions, completion of build-to-suit and development projects, lease terminations, lease expirations, contractual rent adjustments, tenant defaults, sales of properties, and foreign currency exchange rates. We commenced operations in May 2013 and are managed by our Advisor. We hold substantially all of our assets and conduct substantially all of our business through our Operating Partnership. We are the general partner of, and own 99.97% of the interests in, the Operating Partnership. The remaining interest in the Operating Partnership is held by a subsidiary of WPC.

Significant Developments

COVID-19

The global spread of COVID-19 has created significant uncertainty and economic disruption, both in the near-term and likely longer-term. The extent to which this pandemic could affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including: duration, scope, government actions, and, other social responses.

The impact of the pandemic both in the United States and globally has been rapidly evolving. The outbreak has triggered a period of global economic slowdown with no known duration and is expected to have a continuing adverse impact on commercial and economic activity, leading to uncertainty in market conditions for the foreseeable future. The rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact of the COVID-19 pandemic is currently unknown. Consequently, the COVID-19 pandemic presents material uncertainty and risk with respect to our performance and financial results, including to our results of operations, and to the estimated fair values of our investments and properties. It is also increasing the likelihood of deterioration in the financial condition of our tenants (which could negatively impact defaults and occupancy, among other metrics) and is subjecting us to potential risks arising from rapid changes in law and regulatory policy. In addition, conditions in the bank lending, capital, and other financial markets may continue to deteriorate as a result of the pandemic, causing our access to capital and other sources of funding to become constrained, which could adversely affect the terms or even availability of future borrowings, renewals, and refinancings.

Our Advisor is closely monitoring the impact of COVID-19 on all aspects of our business, portfolio, and tenant credit health, as well as our liquidity, capital allocation, and balance sheet management. Our net lease portfolio includes exposure to hotel and leisure and student housing properties (see Item 3. Quantitative and Qualitative Disclosures About Market Risk for concentrations); these sectors have been significantly impacted by the pandemic.


 
CPA:18 – Global 6/30/2020 10-Q 31




Our Advisor continues to actively engage in discussions with our tenants and with the third-party managers of our operating properties regarding the impact of COVID-19 on business operations, liquidity, and financial position. Through the date of this Report, we received from tenants approximately 83% of contractual base rent that was due in the second quarter (based on contractual minimum annualized base rent (“ABR”) as of March 31, 2020) and approximately 90% of net lease contractual base rent that was due in July (based on ABR as of June 30, 2020). Certain tenants, including that of our net leased hotel property located in Albion, Mauritius, pay rent on a quarterly basis and did not owe rent in July. Given the significant uncertainty around the duration and severity of the impact of COVID-19, we are unable to predict the impact it will have on our tenants’ continued ability to pay rent. Therefore, information provided regarding second quarter and July rent collections should not serve as an indication of expected future rent collections.

As of June 30, 2020, our debt and interest obligations due within one year totaled $194.0 million, as well as $2.5 million in principal reduction payments (which we must pay at the lender’s request due to debt covenant breaches on two loans related to our equity investment; as of the date of this Report, the lender has not made such request). In addition, we expect to fund capital commitments of $181.3 million in the next year, primarily for our 12 student housing development projects (five of which are scheduled to be completed in 2020). We believe we have sufficient liquidity to meet our liquidity and capital resource requirements primarily through available cash and cash equivalents, restricted cash, cash received under net lease and operating lease agreements, and undrawn capacity under our construction loans. Additional sources of liquidity, if necessary, includes leveraging our unleveraged properties (which had an aggregate carrying value of $224.0 million), refinancing existing debt obligations, asset sales, and paying all asset management fees to our Advisor in shares (effective April 1, 2020, our Advisor agreed to receive all of the asset management fees in shares of our Class A common stock). Additionally, in July 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC (with a scheduled maturity date of January 16, 2021). In addition, we reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020, which provided us with additional cash flexibility.

The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and actions taken to contain COVID-19 or treat its impact, among others. The potential impact of COVID-19 on our tenants and properties could have a material adverse effect on our business, financial condition, NAVs, liquidity, results of operations, and prospects.

Net Asset Values

Our Advisor calculates our NAVs as of each quarter-end by relying in part on rolling update appraisals covering approximately 25% of our real estate portfolio each quarter, adjusted to give effect to the estimated fair value of our debt (all provided by an independent third party) and for other relevant factors. Since our quarterly NAVs are not based on an appraisal of our full portfolio, to the extent any new quarterly NAV adjustments are within 1% of our previously disclosed NAVs, our quarterly NAVs will remain unchanged. We monitor properties not appraised during the quarter to identify any that may have experienced a significant event and obtain updated third-party appraisals for such properties. Our NAVs are based on a number of variables, including individual tenant credits, lease terms, lending credit spreads, foreign currency exchange rates, share counts, tenant defaults, and development projects that are not yet generating income, among others. We do not control all of these variables and, as such, cannot predict how they will change in the future. Costs associated with our development projects (which are not yet generating income) are not appraised quarterly and are carried at cost, which approximates fair value. These costs are included in Real estate under construction in our condensed consolidated financial statements. Our NAVs as of March 31, 2020 were $8.29 for both our Class A and Class C common stock. Please see our Current Report on Form 8-K dated June 23, 2020 for additional information regarding the calculation of our NAVs. Our Advisor currently intends to determine our quarterly NAVs as of June 30, 2020 during the third quarter of 2020.

The accrued distribution and shareholder servicing fee payable has been valued using a hypothetical liquidation value and, as a result, the NAVs do not reflect any obligation to pay future distribution and shareholder servicing fees. As of June 30, 2020, the liability balance for the distribution and shareholder servicing fee was $0.9 million, which includes $0.5 million related to the second quarter of 2020. We currently expect that we will cease incurring the distribution and shareholder servicing fee during the third quarter of 2020, at which time the total underwriting compensation paid in respect of the offering will reach 10.0% of the gross offering proceeds (Note 3).


 
CPA:18 – Global 6/30/2020 10-Q 32


Financial Highlights

During the six months ended June 30, 2020, we completed the following, as further described in the condensed consolidated financial statements.

Financing Activity

On March 13, 2020, we obtained a construction loan of $22.5 million (amount based on the exchange rate of the euro at the date of the loan) for a student housing development project in Barcelona, Spain. The loan is comprised of four tranches with interest only payments due on outstanding draws through its scheduled maturity date of December 2023. As part of obtaining the loan, initial drawdowns of $16.8 million were made with a weighted average variable interest rate of 2.1%. (Note 9).

Consolidated Results

(in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Total revenues
$
43,928

 
$
49,027

 
$
86,808

 
$
99,321

Net (loss) income attributable to CPA:18 – Global
(1,191
)
 
3,078

 
(9,371
)
 
17,905

 
 
 
 
 
 
 
 
Cash distributions paid
22,844

 
22,415

 
45,589

 
44,679

Distributions declared (a)
8,809

 
22,539

 
31,653

 
44,955

 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
 
 
38,924

 
42,029

Net cash used in investing activities
 
 
 
 
(88,263
)
 
(7,449
)
Net cash used in financing activities
 
 
 
 
(18,789
)
 
(43,881
)
 
 
 
 
 
 
 
 
Supplemental financial measures (b):
 
 
 
 
 
 
 
FFO attributable to CPA:18 – Global
11,980

 
17,876

 
17,004

 
34,304

MFFO attributable to CPA:18 – Global
12,231

 
16,607

 
30,751

 
32,283

Adjusted MFFO attributable to CPA:18 – Global
13,506

 
16,134

 
31,147

 
32,151

__________
(a)
Quarterly distributions declared are generally paid in the subsequent quarter.
(b)
We consider the performance metrics listed above, including Funds from operations (“FFO”), MFFO, and Adjusted modified funds from operations (“Adjusted MFFO”), which are supplemental measures that are not defined by GAAP (“non-GAAP measures”), to be important measures in the evaluation of our operating performance. See Supplemental Financial Measures below for our definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP measures.


 
CPA:18 – Global 6/30/2020 10-Q 33


Revenues and Net (Loss) Income Attributable to CPA:18 – Global

Total revenues decreased for both the three and six months ended June 30, 2020 as compared to the same periods in 2019, primarily due to the adverse impact of COVID-19 on certain net lease properties, as well as the negative impact from our properties sold during 2019.

During the three and six months ended June 30, 2020, we recognized a Net loss attributable to CPA:18 – Global as compared to net income in the same periods in 2019, primarily due to the adverse impact of COVID-19 on our lease revenues (Note 2, Note 4); gains on sale of real estate recognized during the prior year periods; and the negative impact from our income tax positions. In addition, the six months ended June 30, 2020 was negatively impacted by the losses incurred relating to the allowance for credit losses recognized in accordance with ASU 2016-13 (Note 2) and loss as a result of the Ghana VAT receivable write-off (Note 4). These factors were partially offset by a decrease in interest expense due to the refinancings and dispositions of encumbered properties during the prior year periods, as well as increased capitalized interest on our student housing development projects. In addition, there was a decrease in amortization expense for both periods as a result of in-place lease intangible amortization being accelerated in connection with the lease restructure during the second quarter of 2019 with our tenant, Fortenova (formerly Agrokor). Lastly, the six months ended was impacted due to an increase in back rents plus VAT collected in connection with the settlement from this same lease restructuring, and termination income received for one of our properties during the first quarter of 2020.

FFO, MFFO, and Adjusted MFFO Attributable to CPA:18 – Global

FFO, MFFO, and Adjusted MFFO all decreased for the three and six months ended June 30, 2020 as compared to the same periods in 2019, primarily due to the impact of COVID-19 on rent collections at certain of our net leased properties, disposal of properties during 2019, and an increase in provision for income taxes.

FFO for the six months ended June 30, 2020 also decreased due to the allowance for credit losses and a loss due to the Ghana VAT receivable write-off (Note 4), partially offset by a decrease in interest expense (as noted above).

MFFO and Adjusted MFFO for the three and six months ended June 30, 2020 as compared to the same periods in 2019 were also impacted by decreased interest income as a result of the Mills Fleet mezzanine loan repayment in April 2019, partially offset by a decrease in interest expense, the collection of back rents, and termination income recognized in 2020 (six months ended June 30, 2020 only).


 
CPA:18 – Global 6/30/2020 10-Q 34




Portfolio Overview

We hold a diversified portfolio of income-producing commercial real estate properties and other real estate-related assets. We make investments both domestically and internationally. In addition, our portfolio includes self-storage and student housing properties for the periods presented below. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various jointly owned net-leased and operating investments. See Terms and Definitions below for a description of pro rata amounts.

Portfolio Summary
 
June 30, 2020
 
December 31, 2019
Number of net-leased properties
47

 
47

Number of operating properties (a)
70

 
70

Number of development projects
12

 
12

Number of tenants (net-leased properties)
65

 
61

Total portfolio square footage (in thousands)
15,118

 
15,130

Occupancy (net-leased properties)
98.7
%
 
99.4
%
Weighted-average lease term (net-leased properties in years)
9.2

 
9.4

Number of countries
12

 
12

Total assets (consolidated basis in thousands)
$
2,173,769

 
$
2,234,803

Net investments in real estate (consolidated basis in thousands)
1,962,426

 
1,946,720

Debt, net — pro rata (in thousands)
1,132,138

 
1,126,326

 
Six Months Ended June 30,
(dollars in thousands, except exchange rates)
2020
 
2019
Acquisition volume — consolidated (b)
$

 
$
29,736

Acquisition volume — pro rata (c)

 
29,736

Financing obtained — consolidated
35,101

 
16,096

Financing obtained — pro rata
33,575

 
17,652

Average U.S. dollar/euro exchange rate
1.1013

 
1.1297

Average U.S. dollar/Norwegian krone exchange rate
0.1029

 
0.1161

Average U.S. dollar/British pound sterling exchange rate
1.2609

 
1.2931

Change in the U.S. CPI (d)
0.3
%
 
1.9
%
Change in the Netherlands CPI (d)
0.7
%
 
1.8
%
Change in the Norwegian CPI (d)
0.7
%
 
0.7
%
__________
(a)
As of both June 30, 2020 and December 31, 2019, our operating portfolio consisted of 68 self-storage properties and two student housing operating properties, all of which are managed by third parties.
(b)
Comprised of development project transactions and related budget amendments, which are reflected as the total commitment for the development project funding, and excludes investments in unconsolidated joint ventures.
(c)
Comprised of development project transactions and related budget amendments, which are reflected as the total commitment for the development project funding, and includes investments in unconsolidated joint ventures, which include our equity investment in real estate (Note 4).
(d)
Many of our lease agreements include contractual increases indexed to changes in the U.S. CPI, Netherlands CPI, Norwegian CPI, or other similar indices in the jurisdictions where the properties are located.


 
CPA:18 – Global 6/30/2020 10-Q 35




The tables below present information about our portfolio on a pro rata basis as of and for the period ended June 30, 2020. See Terms and Definitions below for a description of Pro Rata Metrics, stabilized net operating income (“Stabilized NOI”), and ABR.

Portfolio Diversification by Property Type
(dollars in thousands)
Property Type
 
Stabilized NOI
 
Percent
Net-Leased
 
 
 
 
Office
 
$
19,793

 
32
%
Warehouse
 
6,510

 
11
%
Hospitality (a)
 
4,154

 
7
%
Industrial
 
3,999

 
7
%
Retail
 
3,810

 
6
%
Residential
 
527

 
1
%
Net-Leased Total
 
38,793

 
64
%
 
 
 
 
 
Operating
 
 
 
 
Self Storage
 
18,735

 
30
%
Other operating properties
 
3,479

 
6
%
Operating Total
 
22,214

 
36
%
Total
 
$
61,007

 
100
%
__________
(a)
For the six months ended June 30, 2020, we did not recognize $2.6 million of uncollected contractual base rent from our net lease hotel properties that were adversely impacted by COVID-19 (Note 2, Note 4).

 
CPA:18 – Global 6/30/2020 10-Q 36





Portfolio Diversification by Geography
(dollars in thousands)
Region
 
Stabilized NOI
 
Percent
United States
 
 
 
 
South
 
$
14,514

 
24
%
Midwest
 
11,104

 
18
%
West
 
6,146

 
10
%
East
 
4,750

 
8
%
U.S. Total
 
36,514

 
60
%
 
 
 
 
 
International
 
 
 
 
Norway
 
4,849

 
8
%
The Netherlands
 
4,792

 
8
%
United Kingdom
 
3,479

 
6
%
Germany (a)
 
2,974

 
5
%
Poland
 
2,141

 
3
%
Mauritius (a)
 
1,859

 
3
%
Croatia
 
1,724

 
3
%
Slovakia
 
1,178

 
2
%
Canada
 
970

 
1
%
Spain
 
527

 
1
%
International Total
 
24,493

 
40
%
Total
 
$
61,007

 
100
%
__________
(a)
For the six months ended June 30, 2020, we did not recognize $2.6 million of uncollected contractual base rent from our net lease hotel properties that were adversely impacted by COVID-19 (Note 2, Note 4).

Top Ten Tenants by Total Stabilized NOI
(dollars in thousands)
Tenant/Lease Guarantor
 
Property Type
 
Tenant Industry
 
Location
 
Stabilized NOI
 
Percent
Sweetheart Cup Company, Inc.
 
Warehouse
 
Containers, Packaging and Glass
 
University Park, Illinois
 
$
3,104

 
5
%
Rabobank Groep NV (a)
 
Office
 
Banking
 
Eindhoven, Netherlands
 
2,851

 
5
%
Bank Pekao S.A. (a)
 
Office
 
Banking
 
Warsaw, Poland
 
2,141

 
4
%
State Farm Automobile Co.
 
Office
 
Insurance
 
Austin, Texas
 
1,971

 
3
%
Albion Resorts (Club Med) (a) (b)
 
Hospitality
 
Hotel and Leisure
 
Albion, Mauritius
 
1,859

 
3
%
Siemens AS (a)
 
Office
 
Capital Equipment
 
Oslo, Norway
 
1,841

 
3
%
State of Iowa Board of Regents
 
Office
 
Sovereign and Public Finance
 
Coralville and Iowa City, Iowa
 
1,744

 
3
%
Belk, Inc.
 
Warehouse
 
Retail
 
Jonesville, South Carolina
 
1,646

 
3
%
Orbital ATK, Inc.
 
Office
 
Metals & Mining
 
Plymouth, Minnesota
 
1,582

 
3
%
Fentonir Trading & Investments Limited (a) (c)
 
Hospitality
 
Hotel and Leisure
 
Munich and Stuttgart, Germany
 
1,537

 
3
%
Total
 
 
 
 
 
 
 
$
20,276

 
35
%
__________

 
CPA:18 – Global 6/30/2020 10-Q 37




(a)
Stabilized NOI amounts for these properties are subject to fluctuations in foreign currency exchange rates.
(b)
For the six months ended June 30, 2020, we did not recognize $0.6 million of uncollected contractual base rent from this tenant due to the adverse impact of COVID-19 (Note 2, Note 4).
(c)
For the six months ended June 30, 2020, we did not recognize $2.0 million of uncollected contractual base rent from this tenant due to the adverse impact of COVID-19 (Note 2, Note 4).

Net-Leased Portfolio

The tables below represent information about our net-leased portfolio on a pro rata basis and, accordingly, exclude all operating properties as of June 30, 2020. See Terms and Definitions below for a description of Pro Rata Metrics, Stabilized NOI and ABR.

Portfolio Diversification by Tenant Industry
(dollars in thousands)
Industry Type
 
ABR
 
Percent
Hotel and Leisure (a)
 
$
14,595

 
16
%
Banking
 
10,585

 
12
%
Grocery
 
6,568

 
8
%
Containers, Packaging, and Glass
 
6,213

 
7
%
Insurance
 
4,857

 
5
%
Capital Equipment
 
4,847

 
5
%
Utilities: Electric
 
3,938

 
5
%
Oil and Gas
 
3,748

 
4
%
Retail
 
3,724

 
4
%
Metals and Mining
 
3,686

 
4
%
Sovereign and Public Finance
 
3,490

 
4
%
Advertising, Printing, and Publishing
 
3,440

 
4
%
High Tech Industries
 
3,176

 
4
%
Business Services
 
3,076

 
3
%
Healthcare and Pharmaceuticals
 
2,631

 
3
%
Automotive
 
2,007

 
2
%
Construction and Building
 
1,552

 
2
%
Residential
 
1,410

 
2
%
Non-Durable Consumer Goods
 
1,262

 
1
%
Telecommunications
 
1,095

 
1
%
Electricity
 
1,073

 
1
%
Wholesale
 
1,049

 
1
%
Cargo Transportation
 
977

 
1
%
Other (b)
 
400

 
1
%
Total
 
$
89,399

 
100
%
__________
(a)
For the six months ended June 30, 2020, we did not recognize $2.6 million of uncollected contractual base rent from our net lease hotel properties that were adversely impacted by COVID-19 (Note 2, Note 4).
(b)
Includes ABR from tenants in the following industries: environmental industries, durable consumer goods, and consumer services.


 
CPA:18 – Global 6/30/2020 10-Q 38




Lease Expirations
(dollars in thousands)
Year of Lease Expiration (a)
 
Number of Leases Expiring
 
ABR
 
Percent
Remaining 2020
 
1

 
$
2

 
%
2021
 
2

 
936

 
1
%
2022
 
2

 
113

 
%
2023
 
12

 
14,525

 
16
%
2024
 
16

 
5,280

 
6
%
2025
 
6

 
4,623

 
5
%
2026
 
5

 
7,514

 
8
%
2027
 
6

 
6,108

 
7
%
2028
 
4

 
5,310

 
6
%
2029
 
3

 
9,069

 
10
%
2030
 
2

 
3,961

 
5
%
2031
 
4

 
4,992

 
6
%
2032
 
5

 
8,707

 
10
%
Thereafter (>2032)
 
11

 
18,259

 
20
%
Total
 
79

 
$
89,399

 
100
%
__________
(a)
Assumes tenant does not exercise renewal option.

Lease Composition and Leasing Activities

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices, or percentage rents. As of June 30, 2020, approximately 50.0% of our leases (based on ABR) provided for adjustments based on formulas indexed to changes in the U.S. CPI (or similar indices for the jurisdiction in which the property is located), some of which are subject to caps and/or floors. In addition, 48.5% of our leases (based on ABR) have fixed rent adjustments, for a scheduled average ABR increase of 1.7% over the next 12 months. Lease revenues from our international investments are subject to exchange rate fluctuations, primarily from the euro. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents are insignificant for the periods presented.


 
CPA:18 – Global 6/30/2020 10-Q 39




Operating Properties

As of June 30, 2020, our operating portfolio consisted of 68 self-storage properties and two student housing operating properties. As of June 30, 2020, our operating portfolio was comprised as follows (square footage in thousands):
Location
 
Number of Properties
 
Square Footage
Florida
 
21

 
1,779

Texas
 
12

 
843

California
 
10

 
860

Nevada
 
3

 
243

Delaware
 
3

 
241

Georgia
 
3

 
171

Illinois
 
2

 
100

Hawaii
 
2

 
95

Kentucky
 
1

 
121

North Carolina
 
1

 
121

Washington, D.C.
 
1

 
67

South Carolina
 
1

 
63

New York
 
1

 
61

Louisiana
 
1

 
59

Massachusetts
 
1

 
58

Missouri
 
1

 
41

Oregon
 
1

 
40

U.S. Total
 
65

 
4,963

Canada
 
3

 
317

United Kingdom
 
2

 
215

International Total
 
5

 
532

Total
 
70

 
5,495



 
CPA:18 – Global 6/30/2020 10-Q 40




Development Projects

As of June 30, 2020, we had the following 12 consolidated student housing development projects, including joint ventures, which remained under construction as of that date (dollars in thousands):
Location
 
Ownership Percentage (a)
 
Number of Buildings
 
Square Footage
 
Estimated Project
Totals (b) (c)
 
Amount Funded (b) (c)
 
Estimated Completion Date
Austin, Texas
 
90.0
%
 
1

 
185,720

 
$
74,469

 
$
62,627

 
Q3 2020
San Sebastian, Spain (d)
 
100.0
%
 
1

 
126,075

 
32,316

 
27,209

 
Q3 2020
Barcelona, Spain (d) (e)
 
100.0
%
 
3

 
77,504

 
29,143

 
25,186

 
Q3 2020
Malaga, Spain (d)
 
100.0
%
 
2

 
230,329

 
41,122

 
24,557

 
Q4 2020
Porto, Portugal (d)
 
98.5
%
 
1

 
102,112

 
22,653

 
15,811

 
Q4 2020
Coimbra, Portugal (d)
 
98.5
%
 
1

 
135,076

 
30,432

 
15,195

 
Q1 2021
Bilbao, Spain (d)
 
100.0
%
 
1

 
179,279

 
48,134

 
11,441

 
Q3 2021
Seville, Spain (d)
 
75.0
%
 
1

 
163,477

 
42,921

 
17,376

 
Q3 2021
Pamplona, Spain (d)
 
100.0
%
 
1

 
91,363

 
27,666

 
10,680

 
Q3 2021
Swansea, United Kingdom (f)
 
97.0
%
 
1

 
176,496

 
83,621

 
30,277

 
Q3 2022
Valencia, Spain (d)
 
98.7
%
 
1

 
100,423

 
26,213

 
7,388

 
Q3 2022
Granada, Spain (d)
 
98.5
%
 
1

 
75,557

 
21,594

 
4,761

 
Q3 2022
 
 
 
 
15

 
1,643,411

 
$
480,284

 
252,508

 
 
Third-party contributions (g)
 
 
 
 
 
 
 
 
 
(7,267
)
 
 
Total
 
 
 
 
 
 
 
 
 
$
245,241

 
 
__________
(a)
Represents our expected ownership percentage upon the completion of each respective development project.
(b)
Amounts related to our 11 international development projects are denominated in a foreign currency. For these projects, amounts are based on their respective exchange rates as of June 30, 2020.
(c)
Amounts exclude capitalized interest, accrued costs, and capitalized acquisition fees paid to our Advisor, which are all included in Real estate under construction on our condensed consolidated balance sheets.
(d)
Included as part of an agreement with a third-party to become a net-leased property upon completion of construction.
(e)
On August 4, 2020, this project was substantially completed (Note 13).
(f)
Amount funded for the project includes a $6.7 million right-of-use (“ROU”) land lease asset that is included in In-place lease and other intangible assets on our condensed consolidated balance sheets.
(g)
Amount represents the funds contributed from our joint-venture partners.


 
CPA:18 – Global 6/30/2020 10-Q 41




Terms and Definitions

Pro Rata Metrics — The portfolio information above contains certain metrics prepared under the pro rata consolidation method (“Pro Rata Metrics”). We have a number of investments in which our economic ownership is less than 100%. Under the full consolidation method, we report 100% of the assets, liabilities, revenues, and expenses of those investments that are deemed to be under our control or for which we are deemed to be the primary beneficiary, even if our ownership is less than 100%. Also, for all other jointly owned investments, which we do not control, we report our net investment and our net (loss) income from that investment. Under the pro rata consolidation method, we generally present our proportionate share, based on our economic ownership of these jointly owned investments, of the portfolio metrics of those investments. Multiplying each of our jointly owned investments’ financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investments.

ABR ABR represents contractual minimum annualized base rent for our net-leased properties, and reflects exchange rates as of June 30, 2020. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties.

NOI — Net operating income (“NOI”) is a non-GAAP measure intended to reflect the performance of our entire portfolio of properties and investments. We define NOI as lease revenues and other operating and interest income less non-reimbursable property and corporate expenses as determined by GAAP. We believe that NOI is a helpful measure that both investors and management can use to evaluate the financial performance of our properties and it allows for comparison of our portfolio performance between periods and to other REITs. While we believe that NOI is a useful supplemental measure, it should not be considered as an alternative to Net (loss) income as an indication of our operating performance.

Stabilized NOI — We use Stabilized NOI, a non-GAAP measure, as a metric to evaluate the performance of our entire portfolio of properties. Stabilized NOI for development projects and newly acquired operating properties that are not yet substantially leased up are not included in our portfolio information until one year after the project has been substantially completed and placed into service, or the property has been substantially leased up (and the project or property has not been disposed of during or prior to the current period). In addition, any newly acquired stabilized operating property is included in our portfolio of Stabilized NOI information upon acquisition. Stabilized NOI for a net-leased property is included in our portfolio information upon acquisition or in the period when it is placed into service (as the property will already have a lease in place).

Stabilized NOI is adjusted for corporate expenses, such as asset management fees and the Available Cash Distributions to our Advisor (Note 3), as well as other gains and (losses) that are calculated and reported at the corporate level and not evaluated as part of any property’s operating performance. Additionally, non-cash adjustments (such as straight-line rent adjustments) and interest income related to our notes receivable (which is non-property related) are not included in Stabilized NOI. Lastly, non-core income is excluded from Stabilized NOI as this income is generally not recurring in nature.

We believe that Stabilized NOI is a helpful measure that both investors and management can use to evaluate the financial performance of our properties and it allows for comparison of our portfolio performance between periods and to other REITs. While we believe that Stabilized NOI is a useful supplemental measure, it should not be considered as an alternative to Net (loss) income as an indication of our operating performance.


 
CPA:18 – Global 6/30/2020 10-Q 42




Reconciliation of Net Income (Loss) (GAAP) to Net Operating Income Attributable to CPA:18 – Global (non-GAAP) (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net Income (Loss) (GAAP)
$
2,339

 
$
5,178

 
$
(3,230
)
 
$
24,851

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization
14,660

 
17,180

 
29,190

 
32,552

Allowance for credit losses

 

 
4,865

 

Interest expense
10,354

 
12,044

 
20,843

 
24,401

Other gains and (losses)
(1,064
)
 
(1,302
)
 
1,008

 
(1,474
)
Equity in losses of equity method investment in real estate
159

 
603

 
213

 
1,251

Gain on sale of real estate, net

 
(650
)
 

 
(16,058
)
Provision for (benefit from) income taxes
1,558

 
(867
)
 
1,164

 
57

NOI related to noncontrolling interests (1)
(2,991
)
 
(3,247
)
 
(5,976
)
 
(6,341
)
NOI related to equity method investment in real estate (2)
339

 
48

 
970

 
187

Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)
$
25,354

 
$
28,987

 
$
49,047

 
$
59,426

 
 
 
 
 
 
 
 
(1) NOI related to noncontrolling interests:
 
 
 
 
 
 
 
Net income attributable to noncontrolling interests (GAAP)
$
(3,530
)
 
$
(2,100
)
 
$
(6,141
)
 
$
(6,946
)
Depreciation and amortization
(1,515
)
 
(2,006
)
 
(3,049
)
 
(3,616
)
Interest expense
(1,086
)
 
(1,176
)
 
(2,220
)
 
(2,432
)
Other gains and (losses)
1,288

 
(105
)
 
1,629

 
(215
)
Gain on sale of real estate, net

 

 

 
2,874

(Provision for) benefit from income taxes
(177
)
 
35

 
(140
)
 
41

Available Cash Distributions to a related party (Note 3)
2,029

 
2,105

 
3,945

 
3,953

NOI related to noncontrolling interests
$
(2,991
)
 
$
(3,247
)
 
$
(5,976
)
 
$
(6,341
)
 
 
 
 
 
 
 
 
(2) NOI related to equity method investment in real estate:
 
 
 
 
 
 
 
Equity in losses of equity method investment in real estate (GAAP)
$
(159
)
 
$
(603
)
 
$
(213
)
 
$
(1,251
)
Depreciation and amortization
202

 
190

 
410

 
503

Interest expense
476

 
407

 
934

 
848

Other gains and (losses)
(180
)
 
(9
)
 
(175
)
 
(15
)
Benefit from income taxes

 
63

 
14

 
102

NOI related to equity method investment in real estate
$
339

 
$
48

 
$
970

 
$
187



 
CPA:18 – Global 6/30/2020 10-Q 43




Reconciliation of Stabilized NOI to Net Operating Income Attributable to CPA:18 – Global (Non-GAAP) (pro rata, in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net-leased
$
18,256

 
$
21,607

 
$
38,793

 
$
42,851

Self storage
8,897

 
9,330

 
18,735

 
18,430

Other operating properties
1,444

 

 
3,479

 

Stabilized NOI
28,597

 
30,937

 
61,007

 
61,281

Other NOI:
 
 
 
 
 
 
 
Corporate (a)
(4,664
)
 
(5,099
)
 
(9,775
)
 
(9,715
)
Notes receivable
710

 
822

 
1,420

 
2,654

Straight-line rent adjustments (b)
461

 
926

 
(5,345
)
 
1,900

Non-core income (c)
304

 

 
1,842

 

Disposed properties
(33
)
 
(109
)
 
(54
)
 
240

 
25,375

 
27,477

 
49,095

 
56,360

Build-to-Suit and Development Projects (d)
(21
)
 
(159
)
 
(48
)
 
(253
)
Recently-opened operating properties (e)

 
1,669

 

 
3,319

Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)
$
25,354

 
$
28,987

 
$
49,047

 
$
59,426

_________
(a)
Includes expenses such as asset management fees, the Available Cash Distributions to our Advisor, as well as other gains and (losses) that are calculated and reported at the corporate level and not evaluated as part of any property’s operating performance.
(b)
The six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2).
(c)
Includes NOI related to back rents collected from tenants that were previously reserved in prior periods as well as termination income received.
(d)
The three and six months ended June 30, 2020 includes NOI for our ongoing student housing development projects. The three and six months ended June 30, 2019 includes NOI for a student housing development project that was placed into service during the third quarter of 2019, as well as phases of the Canadian self-storage properties that were placed into service during the year ended December 31, 2018. Refer to the Development Projects table above for a listing of all current projects.
(e)
The three and six months ended June 30, 2019 includes NOI for the student housing operating properties located in Portsmouth and Cardiff, United Kingdom, which were completed during the third quarter of 2018.


 
CPA:18 – Global 6/30/2020 10-Q 44




Results of Operations

We evaluate our results of operations with a focus on: (i) our ability to generate the cash flow necessary to meet our objectives of funding distributions to stockholders and (ii) increasing the value of our real estate investments. As a result, our assessment of operating results gives less emphasis to the effect of unrealized gains and losses, which may cause fluctuations in net (loss) income for comparable periods but have no impact on cash flows, and to other non-cash charges, such as depreciation and impairment charges.

Property Level Contribution

The following table presents the property level contribution for our consolidated net-leased and operating properties, as well as a reconciliation to net (loss) income attributable to CPA:18 – Global (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
Change
 
2020
 
2019
 
Change
Existing Net-Leased Properties
 
 
 
 
 
 
 
 
 
 
 
Lease revenues
$
25,821

 
$
29,295

 
$
(3,474
)
 
$
47,836

 
$
59,304

 
$
(11,468
)
Depreciation and amortization
(10,692
)
 
(13,104
)
 
2,412

 
(21,360
)
 
(24,274
)
 
2,914

Reimbursable tenant costs
(3,468
)
 
(3,155
)
 
(313
)
 
(6,597
)
 
(7,079
)
 
482

Property expenses
(968
)
 
(1,803
)
 
835

 
(2,988
)
 
(3,400
)
 
412

Property level contribution
10,693

 
11,233

 
(540
)
 
16,891

 
24,551

 
(7,660
)
Recently Net-Leased Student Housing Properties
 
 
 
 
 
 
 
 
 
 
 
Lease revenues
346

 

 
346

 
692

 

 
692

Depreciation and amortization
(173
)
 

 
(173
)
 
(241
)
 

 
(241
)
Property expenses
(112
)
 

 
(112
)
 
(174
)
 

 
(174
)
Property level contribution
61

 

 
61

 
277

 

 
277

Existing Operating Properties
 
 
 
 
 
 
 
 
 
 
 
Operating property revenues
16,680

 
17,474

 
(794
)
 
34,783

 
34,580

 
203

Operating property expenses
(6,540
)
 
(6,610
)
 
70

 
(13,264
)
 
(13,018
)
 
(246
)
Depreciation and amortization
(3,795
)
 
(3,753
)
 
(42
)
 
(7,589
)
 
(7,589
)
 

Property level contribution
6,345

 
7,111

 
(766
)
 
13,930

 
13,973

 
(43
)
Properties Sold, Held for Sale, or Transferred
 
 
 
 
 
 
 
 
 
 
 
Lease revenues

 
814

 
(814
)
 

 
1,719

 
(1,719
)
Operating property revenues

 

 

 

 
355

 
(355
)
Depreciation and amortization

 
(323
)
 
323

 

 
(689
)
 
689

Reimbursable tenant costs

 
(75
)
 
75

 

 
(175
)
 
175

Property expenses

 
(234
)
 
234

 

 
(419
)
 
419

Operating property expenses

 
(5
)
 
5

 

 
(63
)
 
63

Property level contribution

 
177

 
(177
)
 

 
728

 
(728
)
Property Level Contribution
17,099

 
18,521

 
(1,422
)
 
31,098

 
39,252

 
(8,154
)
Add other income:
 
 
 
 
 
 
 
 
 
 
 
Interest income and other
1,081

 
1,444

 
(363
)
 
3,498

 
3,363

 
135

Less other expenses:
 
 
 
 
 
 
 
 
 
 
 
Asset management fees
(2,878
)
 
(2,859
)
 
(19
)
 
(5,880
)
 
(5,728
)
 
(152
)
General and administrative
(1,956
)
 
(2,100
)
 
144

 
(3,853
)
 
(3,859
)
 
6

Allowance for credit losses

 

 

 
(4,865
)
 

 
(4,865
)
 
13,346

 
15,006

 
(1,660
)
 
19,998

 
33,028

 
(13,030
)
Other Income and Expenses
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(10,354
)
 
(12,044
)
 
1,690

 
(20,843
)
 
(24,401
)
 
3,558

Other gains and (losses)
1,064

 
1,302

 
(238
)
 
(1,008
)
 
1,474

 
(2,482
)
Equity in losses of equity method investment in real estate
(159
)
 
(603
)
 
444

 
(213
)
 
(1,251
)
 
1,038

Gain on sale of real estate, net

 
650

 
(650
)
 

 
16,058

 
(16,058
)
 
(9,449
)
 
(10,695
)
 
1,246

 
(22,064
)
 
(8,120
)
 
(13,944
)
Income (loss) before income taxes
3,897

 
4,311

 
(414
)
 
(2,066
)
 
24,908

 
(26,974
)
(Provision for) benefit from income taxes
(1,558
)
 
867

 
(2,425
)
 
(1,164
)
 
(57
)
 
(1,107
)
Net Income (Loss)
2,339

 
5,178

 
(2,839
)
 
(3,230
)
 
24,851

 
(28,081
)
Net income attributable to noncontrolling interests
(3,530
)
 
(2,100
)
 
(1,430
)
 
(6,141
)
 
(6,946
)
 
805

Net (Loss) Income Attributable to CPA:18 – Global
$
(1,191
)
 
$
3,078

 
$
(4,269
)
 
$
(9,371
)
 
$
17,905

 
$
(27,276
)


 
CPA:18 – Global 6/30/2020 10-Q 45




Property level contribution is a non-GAAP measure that we believe to be a useful supplemental measure for management and investors in evaluating and analyzing the financial results of our net-leased and operating properties over time. Property level contribution presents the lease and operating property revenues, less property expenses, reimbursable tenant costs, and depreciation and amortization. Reimbursable tenant costs (revenues) are included within Lease revenues in the condensed consolidated statements of operations. We believe that Property level contribution allows for meaningful comparison between periods of the direct costs of owning and operating our net-leased assets and operating properties. When a property is leased on a net lease basis, reimbursable tenant costs are recorded as both income and property expense and, therefore, have no impact on the Property level contribution. While we believe that Property level contribution is a useful supplemental measure, it should not be considered as an alternative to Net (loss) income attributable to CPA:18 – Global as an indication of our operating performance.

Existing Net-Leased Properties

Existing net-leased properties are those we acquired or placed into service prior to January 1, 2019 and were not sold during the periods presented. For the periods presented, there were 46 existing net-leased properties.

For the three and six months ended June 30, 2020 as compared to the same periods in 2019, property level contribution from existing net-leased properties decreased by $0.5 million and $7.7 million, respectively, primarily due to the adverse impact of COVID-19 on certain net lease properties. At March 31, 2020, we wrote off $7.0 million of straight-line rent receivables for certain net lease hotels. For the three months ended June 30, 2020, we did not collect and thus did not recognize $3.0 million in rent on these properties. The decrease in lease revenues for the three and six months ended June 30, 2020 was partially offset by a reduction in amortization expense, primarily due to the acceleration of in-place lease intangibles as a result of a lease restructuring at one of our properties during the second quarter of 2019.

Recently Net-Leased Student Housing Properties

Recently net-leased student housing properties are those we placed into service subsequent to December 31, 2018 or remain under construction as a development project (and are subject to net leases upon completion of construction). For the periods presented, there were 11 recently net-leased student housing properties, which is comprised of a student housing property placed into service during the third quarter of 2019, and ten ongoing student housing development projects.

Existing Operating Properties

Existing operating properties are those we acquired or placed into service prior to January 1, 2019 and were not sold during the periods presented. For the periods presented, there were 67 existing operating properties, which excludes two student housing development projects currently under construction.

For the three months ended June 30, 2020 as compared to the same period in 2019, property level contribution from existing operating properties decreased by $0.8 million, primarily due to reduced occupancy at our student housing properties in the United Kingdom impacted by the COVID-19 pandemic, as well as a $0.3 million write-off of receivables during the current year period at various self-storage properties based on a collectibility assessment at June 30, 2020.

For the six months ended June 30, 2020 as compared to the same period in 2019, property level contribution from existing operating properties was substantially flat due to higher occupancy rates in the first quarter compared to the same period in 2019, offset by the decrease for the three months ended June 30, 2020 compared to the same period in 2019.

Properties Sold, Held for Sale, or Transferred

During 2019, we sold 11 properties in our United Kingdom net lease portfolio, as well as our last multi-family residential property located in Fort Walton Beach, Florida. During the three and six months ended June 30, 2019 we recognized gains on sale of real estate, as further described below.


 
CPA:18 – Global 6/30/2020 10-Q 46




Interest Income and Other

For the three months ended June 30, 2020 as compared to the same period in 2019, interest income and other decreased by $0.4 million, primarily due to a $0.3 million decrease related to one-time VAT credit notes issued during the second quarter of 2019 by the Croatian tax authorities in connection with the settlement plan for the restructure of our Fortenova (formerly Agrokor) tenant during their financial difficulties. This was offset by the second quarter 2020 collection of back rents plus VAT from the tenant that resulted from a lease restructure as part of the settlement. The lease restructure included a payment agreement to collect approximately 50% of unpaid back rents plus VAT in ten monthly installments starting in July 2019 through April 2020.

For the six months ended June 30, 2020 as compared to the same period in 2019, interest income and other increased by $0.1 million, primarily due to $0.8 million of termination income recognized during 2020 and a $0.5 million total increase from the lease restructuring in 2019 that included back rents being collected subsequent to June 30, 2019 (offset by the VAT credit notes as noted above), partially offset by a $1.2 million decrease in interest income as a result of the Mills Fleet mezzanine loan repayment in April 2019.

Asset Management Fees

Our Advisor is entitled to an annual asset management fee, which is further described in Note 3.

Allowance for Credit Losses

In accordance with our adoption of ASU 2016-13 (Note 2), we recorded an allowance for credit losses due to changes in expected economic conditions relating to a net investment in direct financing lease during the six months ended June 30, 2020 (Note 5).

Other Income and Expenses

Interest Expense

Our interest expense is directly impacted by the mortgage financings obtained, assumed, or extinguished in connection with our investing and disposition activity (Note 9).

For the three and six months ended June 30, 2020 as compared to the same periods in 2019, interest expense decreased by $1.7 million and $3.6 million, respectively, primarily due to a decrease in weighted-average interest rates on our average outstanding debt. Our average outstanding debt balance was $1.1 billion during both the three and six months ended June 30, 2020 and 2019, with weighted-average annual interest rates of 3.9% and 4.4% for the respective three months ended June 30, 2020 and 2019, and 4.0% and 4.5% for the respective six months ended June 30, 2020 and 2019.

Other Gains and (Losses)

Other gains and (losses) primarily consists of gains and losses on foreign currency transactions and derivative instruments. We make intercompany loans to a number of our foreign subsidiaries, most of which do not have the U.S. dollar as their functional currency. Remeasurement of foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and short-term loans, are included in the determination of net (loss) income. We also recognize gains or losses on foreign currencies held by entities with the U.S. dollar as their functional currency due to fluctuations in foreign exchange rates. The timing and amount of such gains or losses cannot always be estimated and are subject to fluctuation.

For the three months ended June 30, 2020 as compared to the same period in 2019, net other gains and (losses) was relatively flat.

For the six months ended June 30, 2020 as compared to the same period in 2019, net other gains and (losses) decreased by $2.5 million, primarily due to a $2.8 million loss recognized in 2020 for the Ghana VAT receivable write-off as collectibility was no longer deemed probable (Note 4).


 
CPA:18 – Global 6/30/2020 10-Q 47




Equity in Losses of Equity Method Investment in Real Estate

We have an interest in an unconsolidated investment in our Self Storage segment that relates to a joint venture for three self-storage facilities in Canada.

For the three months ended June 30, 2020 as compared to the same period in 2019, equity in losses of equity method investment in real estate decreased by $0.4 million, primarily due to reduced property and real estate tax expenses resulting from a lower 2019 tax assessment.

For the six months ended June 30, 2020, as compared to the same period in 2019, equity in losses of equity method investment in real estate decreased by $1.0 million, primarily due an increase in operating revenues as occupancy rates increased, as well as reduced property and real estate tax expenses.

Gain on Sale of Real Estate, Net

During the three months ended June 30, 2019, we sold two industrial properties in Edinburgh, United Kingdom for total proceeds of $3.0 million, net of closing costs, and recorded an aggregate gain on sale of $0.7 million. In addition, during the six months ended June 30, 2019, we sold our last domestic multi-family residential property, located in Fort Walton Beach, Florida, and a retail building located in Edinburgh, United Kingdom for total proceeds of $17.4 million, net of selling costs, and recorded an aggregate gain on sale of $16.6 million (which includes a $2.9 million gain attributable to noncontrolling interest). The gains on sale of real estate recognized for these dispositions were partially offset by the $1.1 million of disposition fees incurred during the six months ended June 30, 2019 in connection with certain 2018 and 2019 dispositions (Note 3).

(Provision for) Benefit from Income Taxes

Our net (provision for) benefit from income taxes is primarily related to our international properties.

For the three and six months ended June 30, 2020, we recorded net provisions for income taxes of $1.6 million and $1.2 million, respectively, primarily due to updated projections regarding the utilization of interest carryforwards at one of our net lease hotel properties in Germany and a change in tax election as part of the tax return filing for our Norwegian properties. The six months ended June 30, 2020 provision was reduced by a first quarter decrease in the deferred tax liability at the same property in Germany as a result of a straight-line rent receivable write-off based on our assessment that there was a less than 75% likelihood of collecting all remaining contractual rent at the property.

For the three months ended June 30, 2019, we recorded a net benefit from income taxes of $0.9 million, primarily due to the deferred tax asset recorded in association with the capital gains tax anticipated for the sale of our Truffle portfolio, which was to be applicable to non-residents for investments in the United Kingdom effective April 1, 2019. Our provision for income taxes during the six months ended June 30, 2019 was insignificant to our financial statements.

Net Income Attributable to Noncontrolling Interests

For the three months ended June 30, 2020 compared to the same period in 2019, net income attributable to noncontrolling interests increased by $1.4 million, primarily due to the final settlement in relation to the ongoing litigation with the joint venture partner on our previously owned Ghana investment (Note 4, Note 13).

For the six months ended June 30, 2020 compared to the same period in 2019, net income attributable to noncontrolling interests decreased by $0.8 million, primarily due to the gain on sale of our joint venture real estate disposal in the first quarter of 2019, partially offset by the Ghana settlement noted above and back rents collected in 2020 relating to a lease restructuring at one of our joint-venture properties during the second quarter of 2019.

Liquidity and Capital Resources

We use the cash flow generated from our investments primarily to meet our operating expenses, service debt, and fund distributions to stockholders. We currently expect that, for the short-term, the aforementioned cash requirements will be funded by our cash on hand and cash flow from operations. We may also use proceeds from financings and asset sales to fund development projects, build-to-suit investments, and short-term cash requirements.


 
CPA:18 – Global 6/30/2020 10-Q 48




Our liquidity would be adversely affected by unanticipated costs, greater-than-anticipated operating expenses, and the adverse impact of COVID-19, such as tenants not paying rental obligations. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowings. Effective April 1, 2020, our Advisor agreed to receive all of its asset management fees in shares of our Class A common stock. Additionally, on July 16, 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC, which has a scheduled maturity date of January 16, 2021 (Note 3, Note 13). Lastly, we may incur indebtedness by refinancing debt on existing properties, or arrange for the leveraging of any previously unfinanced property.

Sources and Uses of Cash During the Period

We use the cash flow generated from our investments primarily to meet our operating expenses, fund construction projects, service debt, and fund distributions to stockholders. Our cash flows will fluctuate periodically due to a number of factors, which may include, among other things: the timing of funding for our build-to-suit and development projects; the timing of the receipt of proceeds from, and the repayment of, non-recourse secured debt and the WPC line of credit, and the receipt of lease revenues; whether our Advisor receives fees in shares of our common stock or cash, which our board of directors must elect after consultation with our Advisor; the timing and characterization of distributions received from equity investments in real estate; the timing of payments of the Available Cash Distributions to our Advisor; and changes in foreign currency exchange rates. Despite these fluctuations, we believe our investments will generate sufficient cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, the proceeds of non-recourse secured debt, sales of assets, and distributions reinvested in our common stock through our DRIP to meet these needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.

Operating Activities — Net cash provided by operating activities decreased $3.1 million during the six months ended June 30, 2020 as compared to the same period in 2019, primarily due to reduced rent collections at certain properties, which were adversely impacted by the COVID-19 pandemic (Note 2).

Investing Activities — Our investing activities are generally comprised of funding of development projects, capitalized property-related costs, and payment of deferred acquisition fees to our Advisor for asset acquisitions (Note 3).

Financing Activities — Our financing activities are generally comprised of borrowings, repayments and prepayments of our non-recourse secured debt, and activity relating to our common stock, which includes (i) payments of distributions to stockholders, (ii) distributions that are reinvested by stockholders in shares of our common stock through our DRIP, and (iii) repurchases of shares of our common stock pursuant to our redemption program as described below. In addition, cash paid and received in accordance with our individual agreements with our joint-venture partners are considered financing cash flow activities.

Distributions

Our objectives are to generate sufficient cash flow over time to provide stockholders with distributions. For the six months ended June 30, 2020, we declared distributions to stockholders of $31.7 million, which were comprised of $16.6 million of cash distributions and $15.1 million reinvested by stockholders in shares of our common stock pursuant to our DRIP. From inception through June 30, 2020, we have declared distributions to stockholders totaling $512.4 million, which were comprised of cash distributions of $249.9 million and $262.5 million reinvested by stockholders in shares of our common stock pursuant to our DRIP. In order to create additional cash flow flexibility, we reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020.

We believe that FFO, a non-GAAP measure, is an appropriate metric to evaluate our ability to fund distributions to stockholders. For a discussion of FFO, see Supplemental Financial Measures below. Since inception, the regular quarterly cash distributions that we pay have principally been covered by FFO or cash flow from operations. However, we have funded a portion of our cash distributions to date using net proceeds from our initial public offering and there can be no assurance that our FFO or cash flow from operations will be sufficient to cover our future distributions. Our distribution coverage using FFO was approximately 53.7% of total distributions declared for the six months ended June 30, 2020 (which includes a non-cash allowance for credit loss of $4.9 million and straight-line rent write-offs of $7.0 million (Note 2)). Our distribution coverage using FFO (excluding the non-cash allowance for credit loss and straight-line rent write-offs) was approximately 91.1% of total distributions declared for the six months ended June 30, 2020, while our net cash provided by operating activities fully covered total distributions declared.


 
CPA:18 – Global 6/30/2020 10-Q 49




Redemptions

We maintain a quarterly redemption program pursuant to which we may, at the discretion of our board of directors, redeem shares of our common stock from stockholders seeking liquidity. For the six months ended June 30, 2020, we received requests to redeem 1,299,388 and 443,648 shares of Class A and Class C common stock, respectively, comprised of 237 and 99 redemption requests, respectively, which we fulfilled at an average price of $8.30 and $8.37 per share for the Class A and Class C common stock, respectively. As of the date of this Report, we have fulfilled all of the valid redemption requests that we received for the six months ended June 30, 2020. Except for redemptions sought in certain defined special circumstances, the redemption price of the shares listed above was 95% of our most recently published quarterly NAVs. For shares redeemed under such special circumstances, the redemption price was the greater of the price paid to acquire the shares from us or 95% of our most recently published quarterly NAVs.

Summary of Financing
 
The table below summarizes our non-recourse secured debt, net (dollars in thousands):
 
June 30, 2020
 
December 31, 2019
Carrying Value (a)
 
 
 
Fixed rate
$
933,388

 
$
951,748

Variable rate:
 
 
 
Amount subject to interest rate swaps and caps
194,303

 
184,361

Amount subject to floating interest rate
79,784

 
65,804

 
274,087

 
250,165

 
$
1,207,475

 
$
1,201,913

Percent of Total Debt
 
 
 
Fixed rate
77
%
 
79
%
Variable rate
23
%
 
21
%
 
100
%
 
100
%
Weighted-Average Interest Rate at End of Period
 
 
 
Fixed rate
3.9
%
 
3.9
%
Variable rate (b)
3.4
%
 
3.8
%
Total debt
3.8
%
 
3.9
%
___________
(a)
Aggregate debt balance includes unamortized deferred financing costs totaling $6.0 million and $5.8 million as of June 30, 2020 and December 31, 2019, respectively, and unamortized premium, net of $2.0 million and $2.1 million as of June 30, 2020 and December 31, 2019, respectively (Note 9).
(b)
The impact of our derivative instruments is reflected in the weighted-average interest rates.

Cash Resources
 
As of June 30, 2020, our cash resources consisted of cash and cash equivalents totaling $70.8 million. Of this amount, $13.9 million (at then-current exchange rates) was held in foreign subsidiaries, which may be subject to restrictions or significant costs should we decide to repatriate these funds. In addition, we had a restricted cash balance of $22.5 million primarily consisting of funds held in escrow per the terms of certain non-recourse mortgage loan agreements as well as the provisions set forth in our lease agreements with certain tenants. As of June 30, 2020, we had $14.2 million and $10.3 million available to borrow under our third-party and external joint-venture financing arrangements, respectively, primarily for funding of construction of certain development projects. Additionally, on July 16, 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC, which is scheduled to mature on January 16, 2021 (Note 3, Note 13). Our cash resources may be used for future construction costs, working capital needs, other commitments, and distributions to our stockholders. In addition, our unleveraged properties had an aggregate carrying value of $224.0 million as of June 30, 2020, although there can be no assurance that we would be able to obtain financing for these properties.


 
CPA:18 – Global 6/30/2020 10-Q 50




Cash Requirements
 
During the next 12 months following the date of this Report, we expect that our cash requirements will include making payments to fund capital commitments such as development projects, paying distributions to our stockholders and to our affiliates that hold noncontrolling interests in entities we control, making share repurchases pursuant to our redemption plan, and making scheduled debt service payments, as well as other normal recurring operating expenses. Total principal payments of $149.5 million, including balloon payments totaling $140.8 million on our consolidated mortgage loan obligations, are due during the next 12 months. In addition, we may be required to pay $2.5 million in principal reduction payments for debt covenant breaches on two loans related to an equity investment (as of the date of this Report, the lender has not made such request). Lastly, we have 30 days to make payment on the awarded amount of $2.6 million to the joint venture partner of our previously owned Ghana investment (Note 13).

We believe we have sufficient liquidity to meet our liquidity and capital resource requirements primarily through available cash and cash equivalents, restricted cash, cash received under net lease and operating lease agreements, and undrawn capacity under our construction loans. In addition, our Advisor provided us with additional cash flexibility by agreeing to receive all asset management fees in shares of our Class A common stock, effective April 1, 2020, and by providing us with a $25.0 million unsecured revolving line of credit on July 16, 2020 (Note 3, Note 13). We reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020, in order to enable us to retain cash and preserve financial flexibility. Lastly, if necessary, we can access additional sources of liquidity through leveraging our unleveraged properties and asset sales.

Through the date of this Report, we received 83% from tenants net lease contractual base rent that was due in the second quarter, and 90% of net lease contractual base rent that was due in July. In addition, we did not recognize $3.0 million of rent that was uncollected during the second quarter as a result of COVID-19, which reduced lease revenues in our condensed consolidated statements of operations. Given the significant uncertainty around the duration and severity of the impact of COVID-19, we are unable to predict the impact it will have on our tenants’ continued ability to pay rent.

The extent to which COVID-19 impacts our liquidity and debt covenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and actions taken to contain COVID-19 or treat its impact, among others. The potential impact of COVID-19 on our tenants and properties could have a material adverse effect on our liquidity and debt covenants. Our liquidity would be adversely affected by unanticipated costs, greater-than-anticipated operating expenses, and the adverse impact of COVID-19.

Off-Balance Sheet Arrangements and Contractual Obligations

The table below summarizes our debt, off-balance sheet arrangements, and other contractual obligations (primarily our capital commitments) as of June 30, 2020 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):
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
Debt — principal (a)
$
1,211,496

 
$
149,474

 
$
329,788

 
$
579,850

 
$
152,384

Capital commitments (b)
230,698

 
181,252

 
49,446

 

 

Interest on borrowings
167,691

 
44,547

 
72,968

 
41,781

 
8,395

External joint venture loans, including interest (c)
6,731

 
311

 
669

 
1,656

 
4,095

Deferred acquisition fees (d)
2,503

 
2,503

 

 

 

 
$
1,619,119

 
$
378,087

 
$
452,871

 
$
623,287

 
$
164,874

__________
(a)
Represents the non-recourse secured debt, net that we obtained in connection with our investments and excludes $6.0 million of deferred financing costs and $2.0 million of unamortized premium, net (Note 9).
(b)
Capital commitments is comprised of estimated construction funding for our current development projects totaling $227.8 million (Note 4), $1.9 million of outstanding commitments on development projects that have been placed into service, and $1.0 million of tenant improvement allowances at certain properties.
(c)
Comprised of loans and related interest from our joint venture partners to the jointly owned investments that we consolidate (Note 3).

 
CPA:18 – Global 6/30/2020 10-Q 51




(d)
Represents deferred acquisition fees and related interest due to our Advisor as a result of our acquisitions (Note 3). These fees are scheduled to be paid in three equal annual installments following the quarter in which a property was purchased.

Amounts in the table above that relate to our foreign operations are based on the exchange rate of the local currencies as of June 30, 2020, which consisted primarily of the euro and Norwegian krone and, to a lesser extent, the British pound sterling. As of June 30, 2020, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.

Supplemental Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use FFO, MFFO, and Adjusted MFFO, which are non-GAAP measures. We believe that 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 FFO, MFFO, and Adjusted MFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.

FFO
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, impairment charges on real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above. However, NAREIT’s definition of FFO does not distinguish between the conventional method of equity accounting and the hypothetical liquidation at book value method of accounting for unconsolidated partnerships and jointly owned investments.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment, and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate-related depreciation and amortization, as well as impairment charges of real estate-related assets, provides a more complete understanding of our performance to investors and to management; and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net income. In particular, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations and assessments regarding general market conditions, which can change over time.


 
CPA:18 – Global 6/30/2020 10-Q 52




MFFO

Publicly registered, non-traded REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, we believe that non-traded REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after acquisition activity ceases. We currently intend to begin the process of achieving a liquidity event (i.e., listing of our common stock on a national exchange, a merger or sale of our assets, or another similar transaction) beginning in April 2022, which is seven years following the closing of our initial public offering. Due to the above factors and other unique features of publicly registered, non-traded REITs, the Institute for Portfolio Alternatives (the “IPA”), an industry trade group, has standardized a measure known as MFFO, which the IPA has recommended as a supplemental measure for publicly registered non-traded REITs and which we believe to be another appropriate non-GAAP measure to reflect our operations. MFFO is not equivalent to our net income or loss as determined under GAAP and may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy (as currently intended). Since MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO, we believe that it provides an indication of the sustainability of our operating performance after our initial property-acquisition phase. We believe that MFFO allows investors and analysts to better assess the sustainability of our operating performance now that our initial public offering is complete and the proceeds are invested. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-traded REIT industry.

We define MFFO, a non-GAAP measure, consistent with the IPA’s Practice Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Traded REITs: Modified Funds from Operations (the “Practice Guideline”), issued in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for the following items, included in the determination of GAAP net income, as applicable: acquisition fees and expenses; amounts relating to straight-line rents and amortization of above- and below-market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP basis to a cash accrual basis of disclosing the rent and lease payments); accretion of discounts and amortization of premiums on debt investments; nonrecurring impairments of real estate-related investments (i.e., infrequent or unusual, not reasonably likely to recur in the ordinary course of business); mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, foreign exchange, derivatives, or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, and after adjustments for consolidated and unconsolidated partnerships and jointly owned investments, with such adjustments calculated to reflect MFFO on the same basis. The accretion of discounts and amortization of premiums on debt investments, unrealized gains and losses on hedges, foreign exchange, securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments, are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses that are unrealized and may not ultimately be realized.

Our MFFO calculation complies with the IPA’s Practice Guideline described above and is adjusted for certain items, such as accretion of discounts and amortizations of premiums on borrowings (as such adjustments are comparable to the permitted adjustments for debt investments), allowance for credit losses, non-cash accretion of environmental liabilities and amortization of ROU assets, which management believes is helpful in assessing our operating performance.

Our management uses MFFO in order to evaluate our performance against other non-traded REITs, which also have limited lives with defined acquisition periods and targeted exit strategies. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate in this manner. For example, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.

Adjusted MFFO

In addition, our management uses Adjusted MFFO as another measure of sustainable operating performance. Adjusted MFFO adjusts MFFO for deferred income tax expenses and benefits, which are non-cash items that may cause short-term fluctuations in net income, but have no impact on current period cash flows. Additionally, we adjust MFFO to reflect the realized gains/losses on the settlement of foreign currency derivatives to arrive at Adjusted MFFO. Foreign currency derivatives are a fundamental part of our operations in that they help us manage the foreign currency exposure we have associated with cash flows from our international investments.


 
CPA:18 – Global 6/30/2020 10-Q 53




FFO, MFFO, and Adjusted MFFO

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, MFFO, and Adjusted MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, MFFO, and Adjusted MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO, MFFO, and Adjusted MFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance.

Neither the SEC, NAREIT, nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, MFFO, and Adjusted MFFO. In the future, the SEC, NAREIT, or another regulatory body may decide to standardize the allowable adjustments across the non-traded REIT industry and we would have to adjust our calculation and characterization of FFO, MFFO, or Adjusted MFFO accordingly.

FFO, MFFO, and Adjusted MFFO were as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net (loss) income attributable to CPA:18 – Global
$
(1,191
)
 
$
3,078

 
$
(9,371
)
 
$
17,905

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of real property
14,660

 
17,264

 
29,190

 
32,720

Gain on sale of real estate, net

 
(650
)
 

 
(16,058
)
Proportionate share of adjustments for noncontrolling interests to arrive at FFO (a)
(1,515
)
 
(2,006
)
 
(3,049
)
 
(766
)
Proportionate share of adjustments to equity in net income of partially owned entities
26

 
190

 
234

 
503

Total adjustments
13,171

 
14,798

 
26,375

 
16,399

FFO (as defined by NAREIT) attributable to CPA:18 – Global
11,980

 
17,876

 
17,004

 
34,304

Adjustments:
 
 
 
 
 
 
 
Other (gains) and losses (b) (c)
(978
)
 
(862
)
 
1,306

 
(879
)
Straight-line and other rent adjustments (d)
(382
)
 
(960
)
 
5,801

 
(2,007
)
Amortization of premiums and discounts
363

 
563

 
605

 
937

Above and below market rent intangible lease amortization, net (e)
(159
)
 
(87
)
 
(334
)
 
(172
)
Other amortization and non-cash items
139

 

 
219

 

Acquisition and other expenses
33

 
76

 
33

 
76

Allowance for credit losses (f)

 

 
4,865

 

Proportionate share of adjustments for noncontrolling interests (g)
1,239

 
1

 
1,251

 
24

Proportionate share of adjustments for partially owned entities
(4
)
 

 
1

 

Total adjustments
251

 
(1,269
)
 
13,747

 
(2,021
)
MFFO attributable to CPA:18 – Global
12,231

 
16,607

 
30,751

 
32,283

Adjustments:
 
 
 
 
 
 
 
Tax expense, deferred
802

 
(850
)
 
(562
)
 
(887
)
Hedging gains
473

 
377

 
958

 
755

Total adjustments
1,275

 
(473
)
 
396

 
(132
)
Adjusted MFFO attributable to CPA:18 – Global
$
13,506

 
$
16,134

 
$
31,147

 
$
32,151

__________
(a)
The six months ended June 30, 2019 includes a gain on sale with regard to our joint venture real estate disposal.

 
CPA:18 – Global 6/30/2020 10-Q 54




(b)
Primarily comprised of gains and losses from foreign currency movements, gains and losses on derivatives, and loss on extinguishment of debt. The six months ended June 30, 2020 includes a $2.8 million loss to write-off the VAT receivable at Ghana as collectibility was no longer deemed probable (Note 4).
(c)
At September 30, 2019, we aggregated loss on extinguishment of debt and realized (gains) and losses on foreign currency (both of which were previously disclosed as separate MFFO adjustment line items), as well as certain other adjustments, within this line item, which is comprised of adjustments related to Other gains and (losses) on our condensed consolidated statements of operations. Prior period amounts have been reclassified to conform to current period presentation.
(d)
Amount for the six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2). Under GAAP, rental receipts are recorded on a straight-line basis over the life of the lease. This may result in timing of income recognition that is significantly different than on an accrual basis.
(e)
Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO, and Adjusted MFFO provides useful supplemental information on the performance of the real estate.
(f)
In accordance with ASU 2016-13, we recorded an allowance for credit losses due to changes in expected economic conditions during the six months ended June 30, 2020 (Note 5).
(g)
The three and six months ended June 30, 2020 includes a gain as a result of the litigation settlement with the joint venture partner on our previously owned Ghana investment (Note 4, Note 13).


 
CPA:18 – Global 6/30/2020 10-Q 55




Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market and Credit Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. We are exposed to interest rate risk and foreign currency exchange risk, however, we generally do not use derivative instruments to hedge credit/market risks or for speculative purposes. From time to time, we may enter into foreign currency forward contracts and collars to hedge our foreign currency cash flow exposures.

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is well-diversified, it does contain concentrations in certain areas. Aside from the impact of COVID-19, discussed below, there have been no material changes in our concentration of credit risk from what was disclosed in the 2019 Annual Report.

The impact of the COVID-19 pandemic both in the Unites States and globally continues to cause uncertainty and volatility in financial markets, including interest rates and foreign currency exchange rates. The outbreak is expected to have a continued adverse impact on market conditions for the foreseeable future and to trigger a period of global economic slowdown with no known duration. At June 30, 2020, our net-lease portfolio (which excludes operating properties) had the following concentrations for property types with heightened risk as a result of the COVID-19 pandemic (as a percentage of our ABR):

16.3% related to hotel and leisure properties;
5.3% related to retail facilities (primarily from convenience and wholesale stores);
4.2% related to oil and gas;
3.9% related to advertising, printing, and publishing;
2.3% related to automotive; and
1.6% related to student housing (net lease) properties;

Our operating properties portfolio had a concentration of 5.7% (based on Stabilized NOI) in student housing properties, which has heightened risk due to the impact of the COVID-19 pandemic on the individual students from which we earn student housing revenue.

There may be an impact across all industries and geographic regions in which our tenants operate as a result of COVID-19. Given the significant uncertainty around the duration and severity of COVID-19, we are unable to predict the impact it will have on our tenants’ continued ability to pay rent.

We are also exposed to further market risk as a result of tenant concentrations in certain industries and/or geographic regions, since adverse market factors (such as the COVID-19 pandemic) can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, our Advisor views our collective tenant roster as a portfolio and attempts to diversify such portfolio so that we are not overexposed to a particular industry or geographic region.

Interest Rate Risk
 
The values of our real estate, related fixed-rate debt obligations, and notes receivable investment are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions (including the ongoing impact of COVID-19) and changes in the creditworthiness of lessees, which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled (if we do not choose to repay the debt when due). 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 fair value of our assets to decrease. Increases in interest rates may also have an impact on the credit profile of certain tenants.
 
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we have historically attempted to obtain non-recourse secured debt financing on a long-term, fixed-rate basis. However, from time to time, we or our joint investment partners have obtained, and may in the future obtain, variable-rate non-recourse secured debt, and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. See Note 8 for additional information on our interest rate swaps and caps.


 
CPA:18 – Global 6/30/2020 10-Q 56




As of June 30, 2020, a significant portion (approximately 93.4%) of our outstanding debt either bore interest at fixed rates, or was swapped or capped to a fixed rate. Our debt obligations are more fully described in Note 9 and Liquidity and Capital Resources — Summary of Financing in Item 2 above. The following table presents principal cash outflows for the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, based upon expected maturity dates of our debt obligations outstanding as of June 30, 2020 (in thousands):

2020 (Remainder)
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total

Fair value
Fixed-rate debt (a)
$
51,157

 
$
109,776

 
$
98,513

 
$
152,986

 
$
176,564

 
$
350,006


$
939,002


$
946,881

Variable rate debt (a)
$
34,955

 
$
16,899

 
$
90,058

 
$
61,341

 
$
22,234

 
$
47,007


$
272,494


$
281,587

__________
(a)
Amounts are based on the exchange rate as of June 30, 2020, as applicable.

The estimated fair value of our fixed-rate debt and variable-rate debt (which either have effectively been converted to a fixed rate through the use of interest rate swaps) is marginally affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt as of June 30, 2020 by an aggregate increase of $32.9 million or an aggregate decrease of $38.1 million, respectively. Annual interest expense on our unhedged variable-rate debt as of June 30, 2020 would increase or decrease by $0.8 million for each respective 1% change in annual interest rates.

As more fully described under Liquidity and Capital Resources — Summary of Financing in Item 2 above, a portion of our variable-rate debt in the table above bore interest at fixed rates as of June 30, 2020, but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their term. This debt is generally not subject to short-term fluctuations in interest rates.

Foreign Currency Exchange Rate Risk

We own international investments, primarily in Europe and, as a result, are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro and the Norwegian krone, which may affect future costs and cash flows. Although most of our foreign investments through the second quarter of 2020 were conducted in these currencies, we may conduct business in other currencies in the future. Volatile market conditions arising from the COVID-19 global pandemic may result in significant fluctuations in foreign currency exchange rates. We manage foreign currency exchange rate movements by generally placing both our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to the actual equity that we have invested and the equity portion of our cash flow. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), 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.

As noted above, we have obtained, and may in the future obtain, non-recourse secured debt financing in local currencies. To the extent that currency fluctuations increase or decrease rental revenues, as translated to U.S. dollars, the change in debt service, as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates.

Scheduled future lease payments to be received, exclusive of renewals, under non-cancelable operating leases for our consolidated foreign operations as of June 30, 2020 during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, are as follows (in thousands): 
Lease Revenues (a) (b) 
 
2020 (Remainder)
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total
Euro (c)
 
$
22,383

 
$
44,620

 
$
44,600

 
$
39,253

 
$
36,091

 
$
334,442

 
$
521,389

Norwegian krone (d)
 
5,598

 
10,505

 
10,067

 
10,067

 
7,225

 
28,666

 
72,128

 
 
$
27,981

 
$
55,125

 
$
54,667

 
$
49,320

 
$
43,316

 
$
363,108

 
$
593,517



 
CPA:18 – Global 6/30/2020 10-Q 57




Scheduled debt service payments (principal and interest) for mortgage notes for our foreign operations as of June 30, 2020, during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, are as follows (in thousands):
Debt Service (a) (e)
 
2020 (Remainder)
 
2021
 
2022
 
2023
 
2024
 
Thereafter
 
Total
Euro (c)
 
$
53,713

 
$
73,897

 
$
50,168

 
$
87,349

 
$
72,831

 
$
12,252

 
$
350,210

Norwegian krone (d)
 
3,120

 
42,014

 
3,659

 
3,659

 
3,659

 
92,258

 
148,369

British pound sterling (b)
 
1,053

 
2,101

 
74,614

 

 

 

 
77,768

 
 
$
57,886

 
$
118,012

 
$
128,441

 
$
91,008

 
$
76,490

 
$
104,510

 
$
576,347

__________
(a)
Amounts are based on the applicable exchange rates as of June 30, 2020. Contractual rents and debt obligations are denominated in the functional currency of the country where each property is located.
(b)
The revenues generated from our student housing operating properties located in the United Kingdom are excluded, as they do not meet the criteria of non-cancelable operating leases. We estimate that, for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of June 30, 2020 of $0.8 million.
(c)
We estimate that, for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of June 30, 2020 of $1.7 million.
(d)
We estimate that, for a 1% increase or decrease in the exchange rate between the Norwegian krone and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of June 30, 2020 of $0.8 million.
(e)
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding as of June 30, 2020.


 
CPA:18 – Global 6/30/2020 10-Q 58




Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under 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 as of June 30, 2020, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of June 30, 2020 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 controls over financial reporting.


 
CPA:18 – Global 6/30/2020 10-Q 59




PART II — OTHER INFORMATION

Item 1A. Risk Factors.

We are including the following additional risk factor, which should be read in conjunction with our description of risk factors provided in Part I, Item 1A. Risk Factors in our 2019 Annual Report.

We face risks related to the recent spread of the novel coronavirus (“COVID-19”), which could have a material adverse impact on our business, financial condition, NAVs, liquidity, results of operations, and prospects.

We face risks related to the global COVID-19 pandemic, which has and is likely to continue to adversely affect global, national, and local economies and the global financial markets. The impact of the COVID-19 pandemic both in the United States and globally has been rapidly evolving. The outbreak has triggered a period of global economic slowdown with no known duration and is expected to have a continuing adverse impact on commercial and economic activity, leading to uncertainty in market conditions for the foreseeable future. The rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact of the COVID-19 pandemic is currently unknown. Consequently, the COVID-19 pandemic presents material risks with respect to our performance and financial results, including to our results of operations and NAVs, to the estimated fair values of our investments and properties, increasing the risk of deterioration in the financial condition of our tenants (which could negatively impact defaults and occupancy, among other metrics), and subjecting us to potential risks arising from rapid changes in law and regulatory policy.

Our Advisor is closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it is impacting our tenants and properties. The ongoing economic downturn and market volatility has eroded the financial conditions of certain of our tenants and operating properties, which could materially adversely affect our financial condition (including our ability to maintain our current distributions levels or redemption program), liquidity, results of operations, and prospects, as well as our NAVs. Given the significant uncertainty around the duration and severity of the impact of the COVID-19 pandemic, we are unable to predict the impact that it will have on our tenants’ continued ability to pay rent. Therefore, information provided regarding historical rent collections should not serve as an indication of expected future rent collections. Our Advisor continues to actively engage our tenants in discussions regarding the impact of the COVID-19 pandemic on their business operations, liquidity, ability to pay rent and other payments due to us and other parties, as well as their overall financial position.

It is likely that the COVID-19 pandemic will continue to cause severe economic, market, and other disruptions worldwide. We cannot assure you that conditions in the bank lending and other financial markets will not continue to deteriorate as a result of the pandemic, causing our access to funding to become constrained, which could adversely affect our ability to meet our financial covenants, the terms or even availability of future borrowings, renewals, and refinancings. The extent to which COVID-19 impacts our operations will depend on future developments, including the duration of the outbreak and actions taken to contain COVID-19 or mitigate its impacts, all of which are highly uncertain and cannot be predicted with confidence.


 
CPA:18 – Global 6/30/2020 10-Q 60




Item 2. Unregistered Sales of Equity Securities.

Unregistered Sales of Equity Securities

During the three months ended June 30, 2020, we issued 288,652 shares of our Class A common stock to our Advisor as consideration for asset management fees, which were issued at our most recently published NAV at the date of issuance. The shares issued for April and May 2020 (167,925 shares) were based on the NAV as of December 31, 2019 ($8.94), and the shares issued in June 2020 (120,727 shares) were based on the NAV as of March 31, 2020 ($8.29). In acquiring our shares, our Advisor represented that such interests were being acquired by it for investment purposes and not with a view to the distribution thereof. Since none of these transactions were considered to have involved a “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933, the shares issued were deemed to be exempt from registration.

All other prior sales of unregistered securities have been reported in our previously filed quarterly and annual reports on Form 10-Q and Form 10-K, respectively.

Issuer Purchases of Equity Securities

The following table provides information with respect to repurchases of our common stock pursuant to our redemption plan during the three months ended June 30, 2020:
 
 
Class A
 
Class C
 
 
 
 
2020 Period
 
Total number of Class A
shares purchased
(a)
 
Average price
paid per share
 
Total number of Class C
shares purchased
(a)
 
Average price
paid per share
 
Total number of shares
purchased as part of
publicly announced plans or program 
(a)
 
Maximum number (or
approximate dollar value)of shares that may yet be
purchased under the plans or program 
(a)
April 1-30
 

 
$

 

 
$

 
N/A
 
N/A
May 1-31
 

 

 

 

 
N/A
 
N/A
June 1-30
 
616,397

 
8.00

 
179,380

 
8.06

 
N/A
 
N/A
Total
 
616,397

 
 
 
179,380

 
 
 
 
 
 
___________
(a)
Represents shares of our Class A and Class C common stock requested to be repurchased under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, 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. During the three months ended June 30, 2020, we received 99 and 42 redemption requests for Class A and Class C common stock, respectively. As of the date of this Report, we have fulfilled all of the valid redemption requests that we received during the three months ended June 30, 2020. We generally receive fees in connection with share redemptions. The average price paid per share will vary depending on the number of redemption requests that were made during the period, the number of redemption requests that qualify for special circumstances, and the most recently published quarterly NAV. For shares redeemed under such special circumstances, the redemption price was the greater of the price paid to acquire the shares from us or 95% of our most recently published NAVs.


 
CPA:18 – Global 6/30/2020 10-Q 61




Item 6. Exhibits.

The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
Exhibit No.
 
Description
 
Method of Filing
10.1
 
Second Amendment to Amended and Restated Advisory Agreement, dated as of May 11, 2020, among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp
 
Filed herewith
 
 
 
 
 
10.2
 
Loan Agreement, dated as of July 16, 2020, between CPA:18 Limited Partnership, as Borrower, and W. P. Carey Inc., as Lender.
 
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 22, 2020
 
 
 
 
 
10.3
 
Promissory Note, made as of July 16, 2020, by CPA:18 Limited Partnership, as Borrower
 
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed July 22, 2020
 
 
 
 
 
10.4
 
Payment Guaranty, made as of July 16, 2020, by Corporate Property Associates 18 – Global Incorporated, as Guarantor, in favor of W. P. Carey Inc., as Lender.
 
Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed July 22, 2020
 
 
 
 
 
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
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed herewith
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed herewith
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed herewith
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed herewith


 
CPA:18 – Global 6/30/2020 10-Q 62


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 18 – Global Incorporated
Date:
August 11, 2020
 
 
 
 
By:
/s/ ToniAnn Sanzone
 
 
 
ToniAnn Sanzone
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
 
Date:
August 11, 2020
 
 
 
 
By:
/s/ Arjun Mahalingam
 
 
 
Arjun Mahalingam
 
 
 
Chief Accounting Officer
 
 
 
(Principal Accounting Officer)


 
CPA:18 – Global 6/30/2020 10-Q 63


EXHIBIT INDEX

The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
Exhibit No.
 
Description
 
Method of Filing
10.1
 
Second Amendment to Amended and Restated Advisory Agreement, dated as of May 11, 2020, among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp
 
 
 
 
 
 
10.2
 
Loan Agreement, dated as of July 16, 2020, between CPA:18 Limited Partnership, as Borrower, and W. P. Carey Inc., as Lender.
 
 
 
 
 
 
10.3
 
Promissory Note, made as of July 16, 2020, by CPA:18 Limited Partnership, as Borrower
 
 
 
 
 
 
10.4
 
Payment Guaranty, made as of July 16, 2020, by Corporate Property Associates 18 – Global Incorporated, as Guarantor, in favor of W. P. Carey Inc., as Lender.
 
 
 
 
 
 
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
31.2
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
32
 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed herewith
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed herewith
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed herewith
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed herewith



Exhibit 10.1

SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amendment”) dated as of May 11, 2020, is among CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED, a Maryland corporation (“CPA:18”), CPA: 18 LIMITED PARTNERSHIP, a Delaware limited partnership of which CPA 18 is the general partner (the “Operating Partnership”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporate and wholly-owned subsidiary of W. P. Carey Inc. (the “Advisor”).
W I T N E S S E T H:
WHEREAS, CPA:18, the Operating Partnership and the Advisor have entered into that certain Amended and Restated Advisory Agreement, dated as of January 1, 2015 and the First Amendment to the Amended and Restated Advisory Agreement, dated as of January 30, 2018 (as amended, modified or supplemented, the “Agreement”); and
WHEREAS, CPA:18, the Operating Partnership and the Advisor have agreed to amend the Agreement in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
Definitions. All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
2.
Disposition Fees. The following Subsection 9(f)(iii) is hereby added to Section 9:
“Notwithstanding the foregoing, the Advisor shall waive Disposition Fees with respect to sales or other dispositions, directly or indirectly, of Investments, including sales and dispositions of single Investments and portfolios of Investments; provided, however, that the foregoing waiver shall not apply to sales and dispositions of all or substantially all of the Investments of CPA: 18, directly or indirectly, in one or a series of related transactions, including by way of a merger, a transfer of the majority of the voting interests of CPA:18 and/or a liquidation of CPA: 18.”
3.
Expenses.
Subsection 10(a)(xvi) is hereby superseded in its entirety by the following:
“(xvi) all other expenses the Advisor incurs in connection with providing services to CPA:18, including reimbursement to the Advisor or its Affiliates for the cost of rent, goods, materials and personnel incurred by them based upon the compensation of the Persons involved and an appropriate share of overhead allocable to those Persons; for purposes of this section rent shall exclude rent for the Advisor’s new office headquarters until the expiration of the Advisor’s lease for its existing headquarters and expenses related to the office headquarters relocation.”
a.Subsection 10(b) is hereby superseded in its entirety by the following:
Expenses described in clause (xvi) of Section 10(a) and any other expenses described in Section 10(a) that are shared expenses of CPA: 18, other entities managed by the Advisor and its Affiliates and W. P. Carey Inc. and its Affiliates (for their own account), except for those related to overhead, shall be allocated among such entities based upon the percentage that CPA: 18’s total revenues for the most recently completed four fiscal quarters represent of the combined total revenues for such period of CPA: 18, W. P. Carey Inc. and each REIT or other entity managed by the Advisor and its Affiliates (provided that if any such entity has not been in operation for the full four quarter period, the period for which such entity has been in operation shall be annualized), or such other methodology as may be approved by the Board (including a majority of the Independent Directors). No reimbursement shall



be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate fee. Expenses described in clause (xvi) of Section 10(a) and any other expenses described in Section 10(a) related to overhead shall be allocated to CPA:18 beginning January 1, 2020 based upon the percentage the Advisor’s full-time employee equivalents attributable to CPA:18 comprise of Advisor’s total full-time employee equivalents, weighted on a cash compensation basis (the “FTE Equivalent Calculation”), such FTE Equivalent Calculation to be reviewed annually by CPA:18 and the Advisor.”
4.
No Further Modification. Except as modified hereby, the Agreement shall remain in full force and effect, and as modified hereby, the Agreement is ratified and confirmed in all respects.
5.
Representations and Warranties. CPA:18, the Operating Partnership and the Advisor each hereby represent and warrant that it has full right, power and authority to enter into this Amendment and that the person executing this Amendment on behalf of CPA:18, the Operating Partnership and the Advisor, respectively, is duly authorized to do so.
6.
Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. An executed facsimile or .pdf of this Amendment may be relied upon as having, and shall be deemed to have, the same force and effect as an original.
7.
Governing Law. This Amendment shall be governed by the laws of the State of New York, without giving effect to any principles regarding conflict of laws.


[The remainder of this page is intentionally left blank]






IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Amended and Restated Advisory Agreement as of the day and year first above written.
CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
 
 
By:
/s/ ToniAnn Sanzone
 
Name: ToniAnn Sanzone
 
Title: Chief Financial Officer
 
 
 
 
 
 
CPA: 18 LIMITED PARTNERSHIP
 
 
By: CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED, its general partner
 
 
By:
/s/ ToniAnn Sanzone
 
Name: ToniAnn Sanzone
 
Title: Chief Financial Officer
 
 
 
 
 
 
CAREY ASSET MANAGEMENT CORP.
 
 
By:
/s/ Jason E. Fox
 
Name: Jason E. Fox
 
Title: Managing Director and Chief Executive Officer




Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jason E. Fox, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Corporate Property Associates 18 – Global Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 11, 2020

/s/ Jason E. Fox    
Jason E. Fox
Chief Executive Officer





Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, ToniAnn Sanzone, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Corporate Property Associates 18 – Global Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 11, 2020

/s/ ToniAnn Sanzone    
ToniAnn Sanzone
Chief Financial Officer





Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Corporate Property Associates 18 – Global Incorporated on Form 10-Q for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Corporate Property Associates 18 – Global Incorporated, does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Corporate Property Associates 18 – Global Incorporated.

Date: August 11, 2020

/s/ Jason E. Fox    
Jason E. Fox
Chief Executive Officer

Date: August 11, 2020

/s/ ToniAnn Sanzone    
ToniAnn Sanzone
Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of Corporate Property Associates 18 – Global Incorporated or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Corporate Property Associates 18 – Global Incorporated and will be retained by Corporate Property Associates 18 – Global Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.