|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☑
|
|
|
|
|
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page No.
|
PART I — FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
PART II — OTHER INFORMATION
|
|
|
Item 1A. Risk Factors
|
||
|
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
|
|
||
|
|
|
|||||
|
|
|
|
||||
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)
|
|
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
|
|
|
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
|
|
|
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 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
|
|
|
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
|
|
|
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
|
|
|
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
|
)%
|
|
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.
|
|
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
|
|
|
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
|
|
(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.
|
|
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
|
|
|
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
|
|
|
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.
|
|
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
|
|
|
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.
|
|
|
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
|
|
|
|
|
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
|
)
|
|
|
|
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.
|
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
|
)
|
|
|
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).
|
|
|
|
|
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
|
|
|
|
|
|
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 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 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
|
|
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
|
|
|
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
|
|
|
|
|
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
|
)
|
|
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
|
)
|
|
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
|
|
|
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).
|
|
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.
|
|
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.
|
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)
|
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)
|
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
|
%
|
(a)
|
Stabilized NOI amounts for these properties are subject to fluctuations in foreign currency exchange rates.
|
(b)
|
(c)
|
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)
|
(b)
|
Includes ABR from tenants in the following industries: environmental industries, durable consumer goods, and consumer services.
|
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.
|
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
|
|
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)
|
(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.
|
|
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
|
|
||||
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
|
|
|
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.
|
|
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
|
)
|
|
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.
|
|
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).
|
(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.
|
|
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.
|
(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)
|
•
|
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;
|
|
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.
|
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
|
|
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.
|
|
|
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.
|
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
|
|
|
|
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)
|
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
|
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:
|
3.
|
Expenses.
|
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.
|
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
|
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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Corporate Property Associates 18 – Global Incorporated;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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
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(b)
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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.
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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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.
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