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

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
or
For the quarterly period ended June 30, 2019
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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)
Maryland90-0885534
(State of incorporation)(I.R.S. Employer Identification No.)
   
50 Rockefeller Plaza 
New York,New York10020
(Address of principal executive offices)(Zip Code)
Investor Relations (212) 492-8920
(212) (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 þ No o


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 þ No o


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 filero
Accelerated filero
Non-accelerated filerþ
   
Smaller reporting companyo
Emerging growth companyo 


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. o


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


Registrant has 117,057,009118,756,873 shares of Class A common stock, $0.001 par value, and 32,296,11332,466,931 shares of Class C common stock, $0.001 par value, outstanding at August 2, 2019.7, 2020.








INDEX
  Page No.
PART I — FINANCIAL INFORMATION 
Item 1. Financial Statements (Unaudited) 
 
 
 
 
  
PART II — OTHER INFORMATION 
Item 1A. Risk Factors
Item 6.Exhibits


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, (e.g. occupancy rate, lease terms, and tenant credit quality, including our expectations aboutregarding tenant rent collections, credit quality and bankruptcies, as well as the estimated fair values of our investments and interest coverage), possible new acquisitions and dispositions, and our international exposure;properties; our future capital expenditure and leverage levels, including anydebt service obligations, and plans to fund our future liquidity needs, and future leverage and debt service obligations;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-Q1


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 factorsrisks 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, 2018,2019, as filed with the SEC on March 13,February 28, 2019 (the “2018“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 6/30/20192020 10-Q12



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, 2019 December 31, 2018June 30, 2020 December 31, 2019
Assets      
Investments in real estate:      
Real estate — Land, buildings and improvements$1,181,517
 $1,210,776
$1,185,638
 $1,200,645
Operating real estate — Land, buildings and improvements506,067
 503,149
504,860
 512,485
Real estate under construction204,288
 152,106
315,492
 235,751
Net investments in direct financing leases41,880
 41,745
30,392
 42,054
In-place lease and other intangible assets293,804
 285,460
280,096
 284,097
Investments in real estate2,227,556
 2,193,236
2,316,478
 2,275,032
Accumulated depreciation and amortization(304,105) (280,608)(354,052) (328,312)
Assets held for sale, net22,857
 23,608
Net investments in real estate1,946,308
 1,936,236
1,962,426
 1,946,720
Cash and cash equivalents160,161
 170,914
70,750
 144,148
Accounts receivable and other assets, net155,370
 197,403
140,593
 143,935
Total assets (a)
$2,261,839
 $2,304,553
$2,173,769
 $2,234,803
Liabilities and Equity      
Non-recourse secured debt, net$1,213,274
 $1,237,427
$1,207,475
 $1,201,913
Accounts payable, accrued expenses and other liabilities136,623
 132,065
144,779
 147,098
Due to affiliates12,429
 16,827
10,190
 11,376
Distributions payable22,540
 22,264
8,809
 22,745
Total liabilities (a)
1,384,866
 1,408,583
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; 116,033,328 and 114,589,333 shares, respectively, issued and outstanding115
 114
Class C common stock, $0.001 par value; 80,000,000 shares authorized; 32,002,614 and 31,641,265 shares, respectively, issued and outstanding32
 32
Class A common stock, $0.001 par value; 320,000,000 shares authorized; 118,259,860 and 117,179,578 shares, respectively, issued and outstanding118
 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 outstanding32
 32
Additional paid-in capital1,306,923
 1,290,888
1,331,025
 1,319,584
Distributions and accumulated losses(439,622) (411,464)(518,253) (470,326)
Accumulated other comprehensive loss(53,559) (50,593)(69,946) (56,535)
Total stockholders’ equity813,889
 828,977
742,976
 792,872
Noncontrolling interests63,084
 66,993
59,540
 58,799
Total equity876,973
 895,970
802,516
 851,671
Total liabilities and equity$2,261,839
 $2,304,553
$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 6/30/20192020 10-Q23



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,Three Months Ended June 30, Six Months Ended June 30,
2019
2018 2019 20182020
2019 2020 2019
Revenues              
Lease revenues — net-leased$30,109
 $33,092
 $61,023
 $65,889
$26,167
 $30,109
 $48,528
 $61,023
Lease revenues — operating real estate17,297
 19,511
 34,562
 38,544
16,508
 17,297
 34,451
 34,562
Other operating and interest income1,621
 2,800
 3,736
 5,405
1,253
 1,621
 3,829
 3,736
49,027

55,403
 99,321
 109,838
43,928

49,027
 86,808
 99,321
Operating Expenses              
Depreciation and amortization17,180
 16,892
 32,552
 34,524
14,660
 17,180
 29,190
 32,552
Property expenses8,126
 10,190
 16,801
 20,024
Operating real estate expenses6,615
 8,220
 13,081
 16,379
6,540
 6,615
 13,264
 13,081
Property expenses, excluding reimbursable tenant costs3,958
 4,896
 9,042
 9,547
Reimbursable tenant costs3,468
 3,230
 6,596
 7,254
General and administrative2,100
 1,817
 3,859
 3,462
1,956
 2,100
 3,853
 3,859
Allowance for credit losses
 
 4,865
 
34,021
 37,119
 66,293
 74,389
30,582
 34,021
 66,810
 66,293
Other Income and Expenses              
Interest expense(12,044) (13,294) (24,401) (26,224)(10,354) (12,044) (20,843) (24,401)
Other gains and (losses)1,302
 (2,072) 1,474
 5,920
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, net650
 
 16,058
 

 650
 
 16,058
Equity in losses of equity method investment in real estate(603) (235) (1,251) (559)
(10,695) (15,601) (8,120) (20,863)(9,449) (10,695) (22,064) (8,120)
Income before income taxes4,311
 2,683
 24,908
 14,586
Benefit from (provision for) income taxes867
 298
 (57) 713
Net Income5,178
 2,981
 24,851
 15,299
Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $2,105, $2,830, $3,953, and $4,735, respectively)(2,100) (3,315) (6,946) (5,306)
Net Income (Loss) Attributable to CPA:18 – Global$3,078

$(334) $17,905
 $9,993
Income (loss) before income taxes3,897
 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 income (loss) attributable to CPA:18 – Global$2,442
 $(213) $14,095
 $7,901
Net (loss) income attributable to CPA:18 – Global$(922) $2,442
 $(7,321) $14,095
Basic and diluted weighted-average shares outstanding116,210,773
 113,010,970
 115,855,895
 112,564,943
118,482,095
 116,210,773
 118,225,178
 115,855,895
Basic and diluted earnings per share$0.02
 $
 $0.12
 $0.07
Basic and diluted (loss) earnings per share$(0.01) $0.02
 $(0.06) $0.12
Class C Common Stock              
Net income (loss) attributable to CPA:18 – Global$636
 $(121) $3,810
 $2,092
Net (loss) income attributable to CPA:18 – Global$(269) $636
 $(2,050) $3,810
Basic and diluted weighted-average shares outstanding32,058,663
 31,593,597
 31,969,341
 31,517,919
32,493,253
 32,058,663
 32,469,447
 31,969,341
Basic and diluted earnings per share$0.02
 $
 $0.12
 $0.07
Basic and diluted (loss) earnings per share$(0.01) $0.02
 $(0.06) $0.12


See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 6/30/20192020 10-Q34



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,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Net Income$5,178
 $2,981
 $24,851
 $15,299
Net Income (Loss)$2,339
 $5,178
 $(3,230) $24,851
Other Comprehensive Income (Loss)              
Foreign currency translation adjustments3,658
 (22,582) (584) (11,005)12,306
 3,658
 (11,776) (584)
Unrealized (loss) gain on derivative instruments(1,971) 3,418
 (2,209) 2,759
Unrealized loss on derivative instruments(944) (1,971) (2,767) (2,209)
1,687
 (19,164) (2,793) (8,246)11,362
 1,687
 (14,543) (2,793)
Comprehensive Income (Loss)6,865
 (16,183) 22,058
 7,053
13,701
 6,865
 (17,773) 22,058
              
Amounts Attributable to Noncontrolling Interests              
Net income(2,100) (3,315) (6,946) (5,306)(3,530) (2,100) (6,141) (6,946)
Foreign currency translation adjustments(331) 2,326
 (173) 709
(1,396) (331) 1,129
 (173)
Unrealized loss on derivative instruments
 
 3
 
Comprehensive income attributable to noncontrolling interests(2,431) (989) (7,119) (4,597)(4,926) (2,431) (5,009) (7,119)
Comprehensive Income (Loss) Attributable to CPA:18 – Global$4,434
 $(17,172) $14,939
 $2,456
$8,775
 $4,434
 $(22,782) $14,939
 
See Notes to Condensed Consolidated Financial Statements.





CPA:18 – Global 6/30/20192020 10-Q45



CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in thousands, except share and per share amounts)

CPA:18 – Global Stockholders    CPA:18 – Global Stockholders    
        Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests          Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests  
Common Stock  Common Stock  
Class A Class C  Class A Class C  
Shares Amount Shares Amount Total
Balance at April 1, 2020117,627,430
 $117
 32,263,611
 $32
 $1,323,827
 $(508,253) $(79,912) $735,811
 $56,122
 $791,933
Shares issued937,611
 1
 289,651
 
 10,933
     10,934
   10,934
Shares issued to affiliate288,652
 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, 2020118,259,860
 $118
 32,369,603
 $32
 $1,331,025
 $(518,253) $(69,946) $742,976
 $59,540
 $802,516
Shares Amount Shares Amount Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests Total                   
Balance at April 1, 2019115,444,107
 $115
 31,840,141
 $32
 $890,552
115,444,107
 $115
 31,840,141
 $32
 $1,300,223
 $(420,161) $(54,915) $825,294
 $65,258
 $890,552
Shares issued959,968
 1
 294,171
 
 10,950
959,968
 1
 294,171
 
 10,949
     10,950
   10,950
Shares issued to affiliate164,709
 
     1,438
164,709
 
     1,438
     1,438
   1,438
Distributions to noncontrolling interests              
 (4,605) (4,605)              
 (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)          (22,539)   (22,539)   (22,539)
Net income          3,078
   3,078
 2,100
 5,178
          3,078
   3,078
 2,100
 5,178
Other comprehensive income:              
   
                   
Foreign currency translation adjustments            3,327
 3,327
 331
 3,658
            3,327
 3,327
 331
 3,658
Unrealized loss on derivative instruments            (1,971) (1,971)   (1,971)            (1,971) (1,971)   (1,971)
Repurchase of shares(535,456) (1) (131,698) 
 (5,687)     (5,688)   (5,688)(535,456) (1) (131,698) 
 (5,687)     (5,688)   (5,688)
Balance at June 30, 2019116,033,328
 $115
 32,002,614
 $32
 $1,306,923
 $(439,622) $(53,559) $813,889
 $63,084
 $876,973
116,033,328
 $115
 32,002,614
 $32
 $1,306,923
 $(439,622) $(53,559) $813,889
 $63,084
 $876,973
                   
Balance at April 1, 2018112,099,561
 $111
 31,368,773
 $31
 $1,266,999
 $(431,512) $(23,911) $811,718
 $67,484
 $879,202
Shares issued1,004,254
 1
 311,757
   11,001
     11,002
   11,002
Shares issued to affiliate365,936
 1
     3,086
     3,087
   3,087
Contributions from noncontrolling interests              
 1,003
 1,003
Distributions to noncontrolling interests              
 (3,871) (3,871)
Distributions declared ($0.1563 and $0.1378 per share to Class A and Class C, respectively)          (21,977)   (21,977)   (21,977)
Net loss          (334)   (334) 3,315
 2,981
Other comprehensive loss:                   
Foreign currency translation adjustments            (20,256) (20,256) (2,326) (22,582)
Unrealized gain on derivative instruments            3,418
 3,418
   3,418
Repurchase of shares(620,208) 
 (269,546) 
 (7,401)     (7,401)   (7,401)
Balance at June 30, 2018112,849,543
 $113
 31,410,984
 $31
 $1,273,685
 $(453,823) $(40,749) $779,257
 $65,605
 $844,862





CPA:18 – Global 6/30/20192020 10-Q56



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    CPA:18 – Global Stockholders    
        Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests          Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests  
Common Stock  Common Stock  
Class A Class C  Class A Class C  
Shares Amount Shares Amount TotalShares Amount Shares Amount Total
Balance at January 1, 2020117,179,578
 $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 issued1,903,909
 2
 580,538
 
 21,871
     21,873
 
 21,873
Shares issued to affiliate457,697
 
     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, 2020118,259,860
 $118
 32,369,603
 $32
 $1,331,025
 $(518,253) $(69,946) $742,976
 $59,540
 $802,516
                   
Balance at January 1, 2019114,589,333
 $114
 31,641,265
 $32
 $1,290,888
 $(411,464) $(50,593) $828,977
 $66,993
 $895,970
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 new accounting pronouncements (Note 2)
          (1,108)   (1,108)   (1,108)
Cumulative-effect adjustment for the adoption of ASU 2016-02, Leases (Topic 842)          (1,108)   (1,108)   (1,108)
Shares issued1,925,165
 2
 591,233
 1
 21,967
     21,970
 
 21,970
1,925,165
 2
 591,233
 1
 21,967
     21,970
   21,970
Shares issued to affiliate384,947
 
     3,360
     3,360
 
 3,360
384,947
 
     3,360
     3,360
   3,360
Contributions from noncontrolling interests              
 2,520
 2,520
              
 2,520
 2,520
Distributions to noncontrolling interests              
 (13,548) (13,548)              
 (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)          (44,955)   (44,955)   (44,955)
Net income          17,905
   17,905
 6,946
 24,851
          17,905
   17,905
 6,946
 24,851
Other comprehensive income:              
   
Other comprehensive loss:              
   
Unrealized loss on derivative instruments            (2,209) (2,209)   (2,209)
Foreign currency translation adjustments            (757) (757) 173
 (584)            (757) (757) 173
 (584)
Unrealized loss on derivative instruments            (2,209) (2,209)   (2,209)
Repurchase of shares(866,117) (1) (229,884) (1) (9,292)     (9,294)   (9,294)(866,117) (1) (229,884) (1) (9,292)     (9,294)   (9,294)
Balance at June 30, 2019116,033,328
 $115
 32,002,614
 $32
 $1,306,923
 $(439,622) $(53,559) $813,889
 $63,084
 $876,973
116,033,328
 $115
 32,002,614
 $32
 $1,306,923
 $(439,622) $(53,559) $813,889
 $63,084
 $876,973
                   
Balance at January 1, 2018111,193,651
 $110
 31,189,137
 $31
 $1,257,840
 $(420,005) $(33,212) $804,764
 $67,301
 $872,065
Shares issued2,008,147
 2
 625,174
 1
 22,012
     22,015
   22,015
Shares issued to affiliate711,157
 1
     5,970
     5,971
   5,971
Contributions from noncontrolling interests              
 1,174
 1,174
Distributions to noncontrolling interests              
 (7,467) (7,467)
Distributions declared ($0.3126 and $0.2753 per share to Class A and Class C, respectively)          (43,811)   (43,811)   (43,811)
Net income          9,993
   9,993
 5,306
 15,299
Other comprehensive loss:              
   
Foreign currency translation adjustments            (10,296) (10,296) (709) (11,005)
Unrealized gain on derivative instruments            2,759
 2,759
   2,759
Repurchase of shares(1,063,412) 
 (403,327) (1) (12,137)     (12,138)   (12,138)
Balance at June 30, 2018112,849,543
 $113
 31,410,984
 $31
 $1,273,685
 $(453,823) $(40,749) $779,257
 $65,605
 $844,862


See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 6/30/20192020 10-Q67



CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Six Months Ended June 30,Six Months Ended June 30,
2019 20182020 2019
Cash Flows — Operating Activities
  
  
Net Cash Provided by Operating Activities$42,029
 $44,960
$38,924
 $42,029
Cash Flows — Investing Activities      
Funding and advances for build-to-suit and development projects(44,728) (44,941)
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 funding2,435
 2,096
Payment of deferred acquisition fees to an affiliate(1,897) (2,993)
Return of capital from equity investments1,134
 332
Capital contributions to equity investment(731) (400)
Other investing activities, net215
 98
Proceeds from repayment of notes receivable35,954
 2,546

 35,954
Proceeds from sale of real estate19,343
 771

 19,343
Acquisitions of real estate, build-to-suit and development projects(12,911) (37,985)
Value added taxes paid in connection with acquisitions of real estate(3,502) (3,290)
Payment of deferred acquisition fees to an affiliate(2,993) (2,238)
Value added taxes refunded in connection with acquisitions of real estate2,096
 3,374
Capital expenditures on real estate(1,594) (7,033)
Proceeds from insurance settlements856
 7,074

 856
Other investing activities, net30
 6
Net Cash Used in Investing Activities(7,449) (81,716)(88,263) (7,449)
Cash Flows — Financing Activities      
Distributions paid(44,679) (43,530)(45,589) (44,679)
Scheduled payments and prepayments of mortgage principal(26,144) (22,654)
Proceeds from mortgage financing25,133
 128,010
35,025
 25,133
Proceeds from issuance of shares20,924
 20,970
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(11,717) (7,467)(4,863) (11,717)
Repurchase of shares(9,294) (12,138)
Other financing activities, net(925) (624)
Contributions from noncontrolling interests2,520
 1,174
595
 2,520
Other financing activities, net(624) (425)
Net Cash (Used in) Provided by Financing Activities(43,881) 63,940
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(59) (2,690)(2,042) (59)
Net (decrease) increase in cash and cash equivalents and restricted cash(9,360) 24,494
Net decrease in cash and cash equivalents and restricted cash(70,170) (9,360)
Cash and cash equivalents and restricted cash, beginning of period190,838
 90,183
163,398
 190,838
Cash and cash equivalents and restricted cash, end of period$181,478
 $114,677
$93,228
 $181,478


See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 6/30/20192020 10-Q78



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, and other real estate related assets, 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 taxationtaxes 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 and multi-family residential revenue primarily from leases of one year or less with the individual students and tenants, respectively. Our last multi-family residential investment was sold on January 29, 2019, and as of that date, we no longer earn revenue from multi-family residential tenants.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, 20192020 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, 2019,2020, our net lease portfolio was comprised of full or partial ownership interests in 5447 properties, substantially all of which were fully-occupied and triple-net leased to 8765 tenants totaling 10.09.6 million square feet. The remainder of our portfolio was comprised of our full or partial ownership interests in 6968 self-storage properties, 1312 student housing development projects (10 of which will become subject to net lease agreements upon their completion) and two2 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 development projects, 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 three months ended June 30, 2019second quarter of 2019. Our reportable business segments and All Other category are the same as our reporting units (Note 1312).


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, 2019, $167.22020, $200.7 million and $47.4$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 6/30/20192020 10-Q89



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, 2018,2019, which are included in the 20182019 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 20182019 Annual Report.


As of both June 30, 2020 and December 31, 2019, we considered 2219 entities to be VIEs, 2118 of which we consolidated as we are considered the primary beneficiary. As of December 31, 2018, we considered 21 entities to be VIEs, 20 of which we consolidated. 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 construction315,270
 233,220
In-place lease intangible assets100,007
 101,198
Accumulated depreciation and amortization(84,645) (78,598)
Total assets714,394
 642,648
    
Non-recourse secured debt, net$302,176
 $276,124
Total liabilities361,527
 330,549

 June 30, 2019 December 31, 2018
Real estate — Land, buildings and improvements$363,424
 $362,536
Operating real estate — Land, buildings and improvements112,347
 110,543
Real estate under construction203,665
 151,479
In-place lease and other intangible assets109,437
 103,234
Accumulated depreciation and amortization(78,713) (68,534)
Total assets743,433
 704,975
    
Non-recourse secured debt, net$347,178
 $341,922
Total liabilities395,941
 391,983


As of both June 30, 20192020 and December 31, 2018,2019, we hadone1 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, 20192020 and December 31, 2018,2019, the net carrying amount of this equity investment was $18.1$13.8 million and $18.8$14.9 million, respectively, and our maximum exposure to loss in this entity is limited to our investment. 





CPA:18 – Global 6/30/20192020 10-Q910



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)%
Euro1.1198
 1.1234
 (0.3)%
Norwegian Krone0.1026
 0.1139
 (9.9)%

 June 30, 2019 December 31, 2018 Percent Change
British Pound Sterling$1.2693
 $1.2800
 (0.8)%
Euro1.1380
 1.1450
 (0.6)%
Norwegian Krone0.1174
 0.1151
 2.0 %


Reclassifications


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


In accordanceBeginning with the SEC’s adoptionfirst quarter of certain rule and form amendments on August 17, 2018,2020, we moved Gain on sale of real estate, net in the condensed consolidated statements of operations to be included within Other Income and Expenses.

In connection with our adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842),effective January 1, 2019, as described below in Recent Accounting Pronouncements, reimbursablepresent Reimbursable tenant costs (revenues), which were previously included in Other operating income, are now included within Lease revenues — net-leased in the condensed consolidated statements of income. Additionally, we previously presented Interest income from direct financing leases separately on the condensed consolidated statements of operations. We now present thisits own line item within Lease revenues — net-leased.

In addition, we previously presented Other operating income and Other interest income separately on the condensed consolidated statements of operations. We currently present these items as Other operating and interest income as a result of the reclassifications related to the adoption of ASU 2016-02 previously discussed. Additionally, non-lease operating real estate income is now included in Other operating and interest income, which was previously included in Lease revenues — operating real estate in the condensed consolidated statements of operations. Lastly,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 reclassified Acquisition and other expenses to be includedwrote off $7.0 million in General and administrative in the condensed consolidated statementsstraight-line rent receivables based on our current assessment of operations.

Inless 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 of 2019, we reclassified right-of-use (“ROU”) and other intangible assets(as discussed in the COVID-19 section above).


CPA:18 – Global 6/30/2020 10-Q11


Notes to be included within In-place lease and other intangible assets in our consolidated balance sheets. Additionally, we reclassified non-recourse mortgages, net and bonds payable, net to be included within Non-recourse secured debt, net in our consolidated balance sheets. Prior period balances have been reclassified to conform to the current period presentation.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, 2019 December 31, 2018June 30, 2020 December 31, 2019
Cash and cash equivalents$160,161
 $170,914
$70,750
 $144,148
Restricted cash (a) (b)
21,317
 19,924
Restricted cash (a)
22,478
 19,250
Total cash and cash equivalents and restricted cash$181,478
 $190,838
$93,228
 $163,398
__________
(a)Restricted cash is included within Accounts receivable and other assets, net on our condensed consolidated balance sheets.
(b)This amount includes $2.5 million related to a “cash trap” event for a non-financial covenant breach on one of our non-recourse mortgage loans. The amount was transferred to a reserve account with the lender and will be released once the non-financial covenant breach is cured.



CPA:18 – Global 6/30/2019 10-Q10


Notes to Condensed Consolidated Financial Statements (Unaudited)



Deferred Income Taxes


Our deferred tax liabilities were $50.2$45.6 million and $48.0$48.6 million at June 30, 20192020 and December 31, 2018,2019, 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, were $3.3 million and $1.5was $1.4 million at both June 30, 20192020 and December 31, 2018, respectively,2019, and are included in Accounts receivable and other assets, net in the condensed consolidated financial statements.


Recent Accounting Pronouncements


Pronouncements Adopted throughas of June 30, 20192020


In FebruaryJune 2016, the Financial Accounting Standards Board (“FASB”) issued ASU2016-02, Leases (Topic 842). Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses.ASU 2016-02 modifies2016-13 replaces the principles for“incurred loss” model with an “expected loss” model, resulting in the earlier recognition measurement, presentation,of credit losses even if the risk of loss is remote. This standard applies to financial assets measured at amortized cost and disclosurecertain 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 leases for both parties to a contract: the lessee and the lessor. ASU 2016-02 provides new guidelines that change the accounting for leasing arrangements for lessees, whereby their rights and obligations under substantially all leases, existing and new, are capitalized and recorded on the balance sheet. For lessors, however, the new standard remains generally consistent with existing guidance, but has been updated to align with certain changes to the lessee model and ASU 2014-09, Revenue from Contracts with Customers (Topic 606)842.


We adopted this guidance for our interim and annual periods beginningASU 2016-13 on January 1, 20192020 using the modified retrospective method, applyingunder 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 transition provisions atlessees’ respective credit ratings, and the beginningexpected value of the period of adoption rather than atunderlying collateral upon its repossession. Included in our model are factors that incorporate forward-looking information (Note 5).

In March 2020, the beginningFASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the earliest comparative period presented. We elected the packageEffects 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 permitted underreference rate reform activities occur. During the transition guidance,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 allowed us to not reassess whether arrangements contain leases, lease classification, and initial direct costs.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 the leasethis standard resulted indid not have a cumulative effect adjustment recognized of $1.1 million in the opening balance of retained earnings as of January 1, 2019.

As a Lessee: we recognized $36.7 million of operating lease ROU assets and $9.5 million of corresponding lease liabilities for certain operating land lease arrangements for which we were the lesseematerial impact on January 1, 2019, which included reclassifying below market land lease intangible assets, above market land lease intangible liabilities, and prepaid rent as a component of the ROU asset (a net reclassification of $27.2 million). See Note 4 for additional disclosures on the presentation of these amounts in our condensed consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and determine the classification of the lease at commencement. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the option. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.

As a Lessor: a practical expedient allows lessors to combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), if both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. We elected the practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within Lease revenues — net-leased in our condensed consolidated statements of operations. We record amounts reimbursed by the lessee in the period that the applicable expenses are incurred.
financial statements.





CPA:18 – Global 6/30/20192020 10-Q1112



Notes to Condensed Consolidated Financial Statements (Unaudited)




Under ASU 2016-02, lessors are allowed to only capitalize incremental direct leasing costs. We will not be materially impacted by this change.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and eliminates the requirements to separately measure and disclose hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. We adopted this guidance for our interim and annual periods beginning January 1, 2019. The adoption of this standard impacted our condensed consolidated financial statements for both cash flow and net investment hedges. Changes in the fair value of our hedging instruments are no longer separated into effective and ineffective portions. The entire change in the fair value of these hedging instruments included in the assessment of effectiveness is now recorded in Accumulated other comprehensive loss. The impact to our condensed consolidated financial statements as a result of these changes was not material.

Pronouncements to be Adopted after June 30, 2019

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 will be effective for public business entities in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early application of the guidance permitted. We are in the process of evaluating the impact of adopting ASU 2016-13 on our condensed consolidated financial statements.

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.


CPA:18 – Global 6/30/2019 10-Q12


Jointly Owned Investments and Other Transactions with our Affiliates
Notes
As of June 30, 2020, we owned interests ranging from 50% to Condensed Consolidated Financial Statements (Unaudited)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 Distributions2,029
 2,105
 3,945
 3,953
Personnel and overhead reimbursements606
 783
 1,331
 1,581
Interest expense on deferred acquisition fees and external joint venture loans133
 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

 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Amounts Included in the Condensed Consolidated Statements of Operations       
Asset management fees$2,859
 $3,151
 $5,727
 $6,025
Available Cash Distributions2,105
 2,830
 3,953
 4,735
Personnel and overhead reimbursements783
 716
 1,581
 1,433
Interest expense on deferred acquisition fees and external joint venture loans128
 20
 255
 (42)
Disposition fees
 
 1,117
 
 $5,875
 $6,717
 $12,633
 $12,151
        
Acquisition Fees Capitalized       
Current acquisition fees$
 $2,379
 $695
 $3,100
Deferred acquisition fees
 1,903
 555
 2,480
Capitalized personnel and overhead reimbursements
 259
 89
 371
 $
 $4,541
 $1,339
 $5,951


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 interest2,614
 4,456
Asset management fees payable1,122
 961
Current acquisition fees118
 8
 $10,190
 $11,376

___________

CPA:18 – Global 6/30/2020 10-Q13


Notes to Condensed Consolidated Financial Statements (Unaudited)

 June 30, 2019 December 31, 2018
Due to Affiliates   
Deferred acquisition fees, including accrued interest$5,994
 $8,720
External joint venture loans, accounts payable, and other5,476
 5,070
Asset management fees payable951
 972
Current acquisition fees8
 2,065
 $12,429
 $16,827

(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.

Loans from WPC

In July 2016, our board of directors and the board of directors of WPC approved unsecured loans from WPC to us, at the sole discretion of WPC’s management, of up to $50.0 million in the aggregate, at a rate equal to the rate at which WPC can borrow funds under its senior credit facility, for acquisition funding purposes.

As of June 30, 2019 and December 31, 2018, no such loans were outstanding.


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 option, afterboard of directors’ election in consultation with our Advisor. IfFor any portion of fees our Advisor receives all or a portion of its fees 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 $8.73$8.29 as of March 31, 2019.2020. Effective January 1, 2019, our Advisor electedagreed to receive 50% of the asset management fees in shares of our Class A common stock and 50% in cash. During the year ended December 31, 2018,Effective April 1, 2020, our Advisor agreed to receive all of its asset management fees paid to our Advisor were in shares of our Class A common stock. As of June 30, 2019,2020, our Advisor owned 5,424,2326,211,580 shares, or 3.7%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.



CPA:18 – Global 6/30/2019 10-Q13


Notes to Condensed Consolidated Financial Statements (Unaudited)



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 three3 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, 20192020 and December 31, 2018.2019. 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,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 may bewas 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 arewere paid at the discretion of our board of directors. DuringEffective January 1, 2020, the six months ended June 30, 2019, a total of $1.1 million ofAdvisor has waived its right to disposition fees were approvedwith respect to sales and paiddispositions of single investments and portfolios of investments. The Advisor may still be entitled to disposition fees in connection with certain 2018 and 2019 dispositions, and are included in Gain on salea transaction or series of real estate, net intransactions related to a merger, liquidation, or other event, at the condensed consolidated financial statements.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, 20192020 included Carey European Student Housing Fund I L.P (WPC’s advisory agreements with Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated and Carey European Housing Fund I L.P. (collectively with us, the “Managed Programs”)were terminated on April 13, 2020). Our Advisor also allocated a portion of its personnel and overhead expenses to Corporate Property Associates 17


CPA:18 – Global Incorporated prior6/30/2020 10-Q14


Notes to October 31, 2018, the date at which that fund merged into a wholly-owned subsidiary of WPC. Our Advisor allocates these expenses to us on the basis of the percentage of our trailing four quarters of reported revenues in comparison to those of WPC and other entities managed by WPC and its affiliates.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, office expenses, and business developmentoffice 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 20192020 and 2018.2019. 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, and includes 0.25% of the total investment cost of an acquisition.categories. In general, personnel and overhead reimbursements are included in General and administrative expenses in the condensed consolidated financial statements. However, we capitalize certain of the costs related to our Advisor’s legal transactions group if the costs relate to an asset acquisition.


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.



CPA:18 – Global 6/30/2019 10-Q14


Notes to Condensed Consolidated Financial Statements (Unaudited)



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.

Jointly Owned Investments and Other Transactions with our Affiliates

As of June 30, 2019, 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.


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 improvements992,285
 1,003,952
Less: Accumulated depreciation(148,173) (135,922)
 $1,037,465
 $1,064,723

 June 30, 2019 December 31, 2018
Land$190,860
 $195,275
Buildings and improvements990,657
 1,015,501
Less: Accumulated depreciation(122,461) (112,061)
 $1,059,056
 $1,098,715


The carrying value of our Real Estate — Land, buildings and improvements increaseddecreased by $0.6$19.4 million from December 31, 20182019 to June 30, 2019,2020, 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 $7.4$7.3 million and $7.9$7.4 million for the three months ended June 30, 20192020 and 2018,2019, respectively, and $14.9$14.4 million and $15.8$14.9 million for the six months ended June 30, 20192020 and 2018,2019, respectively.


Dispositions of Real Estate

During the six months ended June 30, 2019, we sold three properties in our United Kingdom portfolio (the “Truffle portfolio”). As a result, the carrying value of our real estate properties decreased by $4.9 million from December 31, 2018 to June 30, 2019 (Note 12).




CPA:18 – Global 6/30/20192020 10-Q15



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 improvements427,211
 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 isare as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
Three Months Ended June 30, 2019 Six Months Ended June 30, 20192020 2019 2020 2019
Lease revenues — net-leased          
Lease income — fixed$25,414
 $50,801
Lease income — variable (a)
3,757
 8,318
Total operating lease income (b)
$29,171
 $59,119
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$16,639
 $33,280
$16,013
 $16,639
 $33,315
 $33,280
Lease income — variable (c)
659
 1,284
Lease income — variable (d)
495
 658
 1,136
 1,282
Total operating lease income$17,298
 $34,564
$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 CPIConsumer Price Index (“CPI”) and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
(b)(c)The
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, 2019 excludes $0.9 million2020, and $1.9 million, respectively, of interestthus not recognized (Note 2). Interest income from direct financing leases that is included in Lease revenues — net-leased in the condensed consolidated statements of operations.
(c)(d)Primarily comprised of late fees and administrative fees revenues.


Scheduled Future Lease Payments to be Received
 
Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage rents, and future CPI-based adjustments) under non-cancelable operating leases at June 30, 2019 are as follows (in thousands): 
Years Ending December 31,  Total
2019 (remainder) $49,774
2020 98,059
2021 97,888
2022 98,253
2023 91,386
Thereafter 556,600
Total $991,960

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage rents, and future CPI-based adjustments) under non-cancelable operating leases at December 31, 2018 are as follows (in thousands): 
Years Ending December 31,  Total
2019 $101,618
2020 101,413
2021 101,261
2022 101,535
2023 94,502
Thereafter 590,636
Total $1,090,965



CPA:18 – Global 6/30/20192020 10-Q16



Notes to Condensed Consolidated Financial Statements (Unaudited)



Lease Cost

During the three and six months ended June 30, 2019 total lease cost for operating leases totaled $0.3 million and $0.5 million, respectively. Additionally, we recognized reimbursable ground rent totaling approximately $0.1 million and $0.2 million, respectively, which is included in Lease revenues — net-leased in the condensed consolidated statements of operations.

Other Information

Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (dollars in thousands):
 Location on Condensed Consolidated Balance Sheets June 30, 2019
Operating ROU assets — land leasesIn-place lease and other intangible assets $35,401
    
Operating lease liabilities — land leasesAccounts payable, accrued expenses and other liabilities $9,392
    
Weighted-average remaining lease term — operating leases (a)
  46.9 years
Weighted-average discount rate — operating leases  7.0%
Number of land lease arrangements  10
Lease term range  6 – 983 years
___________
(a)Excludes a $7.0 million ROU land lease asset related to the student housing development project located in Swansea, United Kingdom as it has no future obligation during the remaining 983 year lease term.

Cash paid for operating lease liabilities included in the Net cash provided by operating activities for the six months ended June 30, 2019 was $0.2 million. There are no land finance leases for which we are the lessee, therefore there are no related ROU assets or lease liabilities.

Undiscounted Cash Flows

A reconciliation of the undiscounted cash flows for operating leases recorded on the condensed consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of June 30, 2019 is as follows (in thousands):
Years Ending December 31,  Total
2019 (remainder) $514
2020 736
2021 736
2022 736
2023 736
Thereafter 28,459
Total lease payments 31,917
Less: amount of lease payments representing interest (22,525)
Present value of future lease payments/lease obligations $9,392

Scheduled future lease payments (excluding amounts paid directly by tenants) for the five succeeding years subsequent to the year ended December 31, 2018 are $0.3 million each year, respectively, and $8.8 million thereafter.



CPA:18 – Global 6/30/2019 10-Q17


Notes to Condensed Consolidated Financial Statements (Unaudited)


Operating Real Estate Land, Buildings and Improvements
Operating real estate, which consists of our self-storage, student housing, and multi-family residential properties (our last multi-family residential investment was sold on January 29, 2019), is summarized as follows (in thousands):
 June 30, 2019 December 31, 2018
Land$77,916
 $77,984
Buildings and improvements428,151
 425,165
Less: Accumulated depreciation(49,494) (41,969)
 $456,573
 $461,180

The carrying value of our Operating real estate — land, buildings and improvements decreased by $1.0 million from December 31, 2018 to June 30, 2019, 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 and $4.3 million for the three months ended June 30, 2019 and 2018, respectively, and $7.6 million and $8.7 million for the six months ended June 30, 2019 and 2018, respectively.

For the three and six months ended June 30, 2019, Lease revenues — operating real estate totaled $17.3 million and $34.6 million, respectively. For the three and six months ended June 30, 2018, Lease revenues — operating real estate totaled $19.5 million and $38.5 million, respectively.

Dispositions of Operating Real Estate

During the six months ended June 30, 2019, we sold our last multi-family residential property, which was previously classified as held for sale at December 31, 2018 (Note 12).


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 funds82,786
Placed into service(6,065)
Capitalized interest4,232
Foreign currency translation adjustments(1,212)
Ending balance$315,492

 Six Months Ended June 30, 2019
Beginning balance$152,106
Capitalized funds52,346
Capitalized interest3,375
Placed into service(2,838)
Foreign currency translation adjustments(701)
Ending balance$204,288


Capitalized Funds

On February 8, 2019, we entered into a student housing development project located in Pamplona, Spain at a total cost of $11.1 million (amount is based on the exchange rate of the euro on the date of acquisition). This property is under construction and is currently projected to be completed in September 2021, at which point, our total investment is expected to be approximately $29.7 million. As there is insufficient equity at risk, the investment is considered to be a VIE (Note 2).


During the six months ended June 30, 2019,2020, total capitalized funds primarily related to construction draws for our student housing development projects, which were comprised principally of initial funding of $11.1 million and construction draws of $41.2 million. Capitalized funds includeincludes accrued costs of $1.9$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 2 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 $3.4$4.2 million during the six months ended June 30, 2019,2020, which is a non-cash investing activity.



CPA:18 – Global 6/30/2019 10-Q18


Notes to Condensed Consolidated Financial Statements (Unaudited)


Placed into Service

During the six months ended June 30, 2019, a total of $2.8 million was placed into service, principally related to the remaining portion of two substantially completed student housing operating properties, which is a non-cash investing activity.


Ending Balance


AtAs of June 30, 2019,2020, we had 13 open12 ongoing student housing development projects, with aggregate unfunded commitments of approximately $326.5$229.7 million, excluding capitalized interest, accrued costs, and capitalized acquisition fees for our Advisor.


AssetsGhana 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 Liabilities Held for Sale(losses) on our condensed consolidated statements of operations.


BelowSubsequent 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 summaryrecognized subsequent event, we have recorded an additional noncontrolling interest payable amount of our properties held for sale (in thousands):
 June 30, 2019 December 31, 2018
Real estate — Land, buildings and improvements$24,378
 $
Operating real estate — Land, buildings and improvements
 26,277
    
In-place lease and other intangible assets5,011
 1,090
Accumulated depreciation and amortization(6,532) (3,759)
Assets held for sale, net$22,857
 $23,608
    
Non-recourse secured debt, net$
 $24,250
Accounts payable, accrued expenses and other liabilities (a)
$(1,018) $
___________
(a)Amount at June 30, 2019 includes a $0.9 million lease liability which will be transferred to the buyer upon completion of the sale.

At$1.4 million during the three months ended June 30, 2019,2020, bringing the remaining eight real estate properties in our Truffle portfolio were classifiedtotal noncontrolling interest payable to $2.6 million as Assets held for sale, net, with an aggregate carrying value of $22.9 million. These properties are encumbered by a non-recourse mortgage loan totaling $18.7 million at June 30, 2019, which will not be assumed by the buyer2020 (Note 1213).

At December 31, 2018, we had one multi-family residential property classified as Assets held for sale, net, with a carrying value of $23.6 million, which was encumbered at that date by a non-recourse mortgage loan of $24.3 million. This property was sold in January 2019 and the debt was transferred to the buyer upon sale (Note 12).


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-Q17


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 the development of four3 self-storage facilities in Canada. This entity was jointly owned with a third party, which is also the general partner of the joint venture. On April 15, 2019, the joint-venture agreement was amendedOur ownership and our ownershipeconomic interest in the joint venture increased from 90% tois 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, of the entitywhich allows us to exercise significant influence, but does not give us power over decisions that significantly affect the economic performance of the entity.




CPA:18 – Global 6/30/2019 10-Q19


Notes to Condensed Consolidated Financial Statements (Unaudited)


AtAs of June 30, 20192020 and December 31, 2018,2019, our total equity investment balance for these self-storage properties was $18.1$13.8 million and $18.8$14.9 million, respectively, which is included in Accounts receivable and other assets, net in the condensed consolidated financial statements. AtAs of June 30, 20192020 and December 31, 2018,2019, the joint venture had total third-party recourse debt of $32.1$30.3 million and $28.7$32.2 million, respectively.

Equity Investment Debt Covenants

At June 30, 2020, we were in breach of debt yield covenants on loans for 2 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 June 30, 2019, the unfunded commitments fordate of this Report, the development projects totaled approximately $11.9 million, related to our equity investment.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.leases (net of allowance for credit losses). Operating leases are not included in finance receivables. See Note 2 and Note 4 for information on ROU operating lease assets recognized on our condensed consolidated balance sheets.


Notes Receivable


AtAs of June 30, 2019,2020, 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. We have received and will continue to receive interest-onlyInterest-only payments at a rate of 10% per annum on this loanare due through its maturity date. AtAs of both June 30, 20192020 and December 31, 2018,2019, the balance for this note receivable remained $28.0 million.

On April 9, 2019,July 28, 2020, we received full repayment totaling $36.0 millionwere notified that the borrower has defaulted on the Mills Fleet Farm Group LLCmortgage loan senior to our mezzanine tranche. We are currently evaluating our rights and options in connection with the senior loan (“Mills Fleet”default (Note 13), which.

Interest income from our notes receivables was $0.7 million and $0.8 million for the balance that remained at December 31, 2018.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-Q18


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 value39,401
 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

 June 30, 2019 December 31, 2018
Lease payments receivable$56,882
 $58,353
Unguaranteed residual value39,401
 39,402
 96,283
 97,755
Less: unearned income(54,403) (56,010)
 $41,880
 $41,745
___________
(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 boththe three months ended June 30, 20192020 and 2018,2019, respectively, and $1.9$1.6 million and $1.8$1.9 million for the six months ended June 30, 20192020 and 2018,2019, respectively, and is included in Lease revenues — net-leased in our condensed consolidated statements of operations.

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of rents, and future CPI-based adjustments) under non-cancelable direct financing leases as of June 30, 2019 were as follows (in thousands):
Years Ending December 31,  Total
2019 (remainder) $1,710
2020 3,466
2021 3,533
2022 3,610
2023 3,688
Thereafter 40,875
Total undiscounted cash flows $56,882



CPA:18 – Global 6/30/2019 10-Q20


Notes to Condensed Consolidated Financial Statements (Unaudited)


Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of rents, and future CPI-based adjustments) under non-cancelable direct financing leases as of December 31, 2018 were as follows (in thousands):
Years Ending December 31,  Total
2019 $3,375
2020 3,455
2021 3,523
2022 3,599
2023 3,677
Thereafter 40,724
Total undiscounted cash flows $58,353


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 both June 30, 2019 and December 31, 2018,2019, we had no significant finance receivable balances that were past due and we had not established any allowances for credit losses.due. Additionally, there were no material modifications of finance receivables during the six months ended June 30, 2019. 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

  Number of Tenants/Obligors at Carrying Value at
Internal Credit Quality Indicator June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018
1   $
 $
2 2 2 15,666
 15,705
3 2 2 29,768
 29,751
4 1 2 24,446
 60,243
5   
 
  0   $69,880
 $105,699


Note 6. Intangible Assets and Liabilities


In-place lease intangibles are included in In-place lease and other intangible assets in the condensed consolidated financial statements. Above-marketabove-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 increaseddecreased from $26.4$26.0 million as of December 31, 20182019 to $26.6$24.4 million as of June 30, 2019.2020.





CPA:18 – Global 6/30/20192020 10-Q2119



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 lease6 – 23 $235,791
 $(136,939) $98,852
 $238,771
 $(131,012) $107,759
Above-market rent7 – 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 rent6 – 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, 2019 December 31, 2018
 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 lease1 – 23 $248,042
 $(128,340) $119,702
 $252,316
 $(120,936) $131,380
Below-market ground lease (a)
N/A 
 
 
 21,966
 (1,719) 20,247
Above-market rent5 – 30 10,361
 (3,810) 6,551
 11,178
 (3,923) 7,255
   258,403
 (132,150) 126,253
 285,460
 (126,578) 158,882
Indefinite-Lived Intangible Assets             
Goodwill  26,626
 
 26,626
 26,354
 
 26,354
Total intangible assets  $285,029
 $(132,150) $152,879
 $311,814
 $(126,578) $185,236
              
Finite-lived Intangible Liabilities             
Below-market rent6 – 30 $(15,208) $6,201
 $(9,007) $(15,309) $5,651
 $(9,658)
Above-market ground lease (a)
N/A 
 
 
 (105) 6
 (99)
Total intangible liabilities  $(15,208) $6,201
 $(9,007) $(15,414) $5,657
 $(9,757)
___________
(a)
In connection with our adoption of ASU 2016-02 (Note 2), in the first quarter of 2019, we prospectively reclassified below-market ground lease intangible assets and above-market ground lease intangible liabilities to be a component of ROU assets. These amounts are included within In-place lease and other intangibles in our condensed consolidated balance sheets.


Net amortization of intangibles, including the effect of foreign currency translation, was $5.9$3.5 million and $4.6$5.9 million for the three months ended June 30, 2020 and 2019, respectively, and 2018, respectively,$7.0 million and $9.9 million for both the six months ended June 30, 2019 and 2018,2020, 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 expense; and amortizationon our condensed consolidated statements of below-market and above-market ground lease intangibles (now classified as ROU assets within In-place lease and other intangible assets, as described above) is included in Property expenses.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.




CPA:18 – Global 6/30/2019 10-Q22


Notes to Condensed Consolidated Financial Statements (Unaudited)


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-Q20


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, 20192020 and 2018.2019. 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, 2019 December 31, 2018  June 30, 2020 December 31, 2019
Level Carrying Value Fair Value Carrying Value Fair ValueLevel Carrying Value Fair Value Carrying Value Fair Value
Non-recourse secured debt, net (a) (b)
3 $1,213,274
 $1,253,540
 $1,237,427
 $1,257,032
3 $1,207,475
 $1,228,468
 $1,201,913
 $1,239,004
Notes receivable (c)
3 28,000
 30,200
 63,954
 66,154
3 28,000
 30,300
 28,000
 30,300
___________
(a)
As of June 30, 20192020 and December 31, 2018,2019, the carrying value of Non-recourse secured debt, net includes unamortized deferred financing costs of $6.1$6.0 million and $6.9$5.8 million, respectively. As of June 30, 2019respectively, and December 31, 2018, the carrying value of Non-recourse secured debt, net, includes unamortized premium, net of $2.1$2.0 million and $1.3$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, 20192020 and December 31, 2018.2019.


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.
 


CPA:18 – Global 6/30/2019 10-Q23


Notes to Condensed Consolidated Financial Statements (Unaudited)


Derivative Financial Instruments
 
When we use derivative instruments, it is generally to reduceThere have been no significant changes in our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts. The primary risks related to our use of derivative instruments include: (i) a counterparty to a hedging arrangement defaulting on its obligation and (ii) a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment, as well as the approval, reporting, and monitoring of derivative financial instrument activities.
We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For derivatives designated and that qualify as cash flow hedges, the change in fair value of the derivative is recognized in Other comprehensive income (loss) until the hedged transaction affects earnings. Gains and losses on the cash flow hedges representing hedge components excludedpolicies from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our condensed consolidated statements of operations. The earnings recognition of excluded components is presentedwhat was disclosed in the same line item as the hedged transactions. For derivatives designated and that qualify as a net investment hedge, the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive income (loss) as part of the cumulative foreign currency translation adjustment. Amounts are reclassified out of Other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.

All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our condensed consolidated financial statements.2019 Annual Report. As of both June 30, 20192020 and December 31, 2018, no2019, 0 cash collateral had been posted or received for any of our derivative positions.



CPA:18 – Global 6/30/2020 10-Q21


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 Balance Sheet Location Derivative Assets Fair Value at Derivative Liabilities Fair Value at
 June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018  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 $1,493
 $2,011
 $
 $
 Accounts receivable and other assets, net 368
 861
 
 
Foreign currency collars Accounts receivable and other assets, net 944
 750
 
 
Interest rate caps Accounts receivable and other assets, net 32
 116
 
 
Interest rate swaps Accounts receivable and other assets, net 89
 808
 
 
 Accounts receivable and other assets, net 
 53
 
 
Interest rate swaps Accounts payable, accrued expenses and other liabilities 
 
 (2,213) (529) Accounts payable, accrued expenses and other liabilities 
 
 (4,588) (1,991)
Foreign currency collars Accounts payable, accrued expenses and other liabilities 
 
 (192) (622)
 2,526
 3,569
 (2,405) (1,151) 2,195
 2,474
 (4,588) (1,991)
Derivatives Not Designated as Hedging Instruments                
Foreign currency collars Accounts payable, accrued expenses and other liabilities 
 
 (16) (115)
Interest rate swap Accounts payable, accrued expenses and other liabilities 
 
 (34) (48)
 
 
 (16) (115) 
 
 (34) (48)
Total derivatives $2,526
 $3,569
 $(2,421) $(1,266) $2,195
 $2,474
 $(4,622) $(2,039)



CPA:18 – Global 6/30/2019 10-Q24


Notes to Condensed Consolidated Financial Statements (Unaudited)



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)
  Amount of Gain (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  2019 2018 2019 2018
Interest rate swaps $(1,528) $363
 $(2,415) $1,520
Foreign currency forward contracts (361) 427
 (518) (202)
Foreign currency collars (84) 2,626
 721
 1,421
Interest rate cap 2
 2
 3
 20
Derivatives in Net Investment Hedging Relationship (a)
        
Foreign currency collars (19) 80
 (18) (46)
Foreign currency forward contracts 15
 23
 15
 
Total $(1,975) $3,521
 $(2,212) $2,713

___________
(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-Q22


Notes to Condensed Consolidated Financial Statements (Unaudited)

    Amount of Gain (Loss) 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,
  2019 2018 2019 2018
Foreign currency forward contracts Other gains and (losses) $338
 $237
 $684
 $459
Foreign currency collars Other gains and (losses) 39
 (26) 50
 (180)
Interest rate swaps Interest expense 22
 (76) 49
 (159)
Interest rate cap Interest expense (3) (8) (6) (39)
Total   $396
 $127
 $777
 $81


    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, 2019,2020, we estimated that an additional $0.4$2.0 million and $1.1$1.2 million will be reclassified as Interest expense and Other gains and (losses), respectively, during the next 12 months.



CPA:18 – Global 6/30/2019 10-Q25


Notes to Condensed Consolidated Financial Statements (Unaudited)



The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (in thousands):
 Amount of Gain (Loss) on Derivatives Recognized in Income 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, Location of Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018  2020 2019 2020 2019
Foreign currency collars Other gains and (losses) $(5) $56
 $113
 $(95) Other gains and (losses) $(90) $(5) $(9) $113
Interest rate swaps Interest expense 
 (41) 
 (47)
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 13
 (1) 12
 5
 Interest expense 434
 13
 613
 12
Foreign currency collars Other gains and (losses) 
 (5) 7
 (15) Other gains and (losses) 
 
 
 7
Total $8
 $9
 $132
 $(152) $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-Q23


Notes to Condensed Consolidated Financial Statements (Unaudited)


The interest rate swaps and caps that our consolidated subsidiaries had outstanding as of June 30, 20192020 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)
Interest Rate Derivatives Number of Instruments Notional
Amount
 
Fair Value at
June 30, 2019 (a)
Interest rate swaps 10 98,593
USD $(2,065)
Interest rate swap 1 9,544
EUR (59)
Interest rate cap 1 5,700
USD 
       $(2,124)

___________
(a)Fair value amount is based on the exchange rate of the eurorespective currencies as of June 30, 2019,2020, 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.



CPA:18 – Global 6/30/2019 10-Q26


Notes to Condensed Consolidated Financial Statements (Unaudited)



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 7472 months or less.


The following table presents the foreign currency derivative contracts we had outstanding and their designations as of June 30, 20192020 (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

Foreign Currency Derivatives Number of Instruments Notional
Amount
 Fair Value at
June 30, 2019
Designated as Cash Flow Hedging Instruments       
Foreign currency forward contracts 11 4,312
EUR $1,205
Foreign currency collars 31 21,180
EUR 451
Foreign currency forward contracts 5 7,277
NOK 235
Foreign currency collars 20 40,150
NOK 217
Designated as Net Investment Hedging Instruments       
Foreign currency collars 2 9,350
NOK 84
Foreign currency forward contracts 1 2,568
NOK 53
Not Designated as Hedging Instruments       
Foreign currency collars 1 1,500
EUR (16)
       $2,229


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. NoNaN collateral was received as of June 30, 2019.2020. At June 30, 2019,2020, our total credit exposure was $2.2$1.6 million and the maximum exposure to any single counterparty was $1.6$0.9 million.



CPA:18 – Global 6/30/2020 10-Q24


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, 2019,2020, 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 $2.4$4.8 million and $1.3$2.1 million as of June 30, 20192020 and December 31, 2018,2019, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions as of June 30, 20192020 or December 31, 2018,2019, we could have been required to settle our obligations under these agreements at their aggregate termination value of $2.5$5.1 million and $1.4$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, 2019,2020, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse secured debt bore interest at fixed annual rates ranging from 1.7% to 5.8%were 3.9% and variable contractual annual rates ranging from 1.6% to 8.2%3.4%, respectively, with maturity dates ranging from 20192020 to 2039.


Financing Activity During 20192020


On March 4, 2019,13, 2020, we obtained a construction loan of $51.7$22.5 million (amount based on the exchange rate of the euro at the date of the loan) for a student housing development project located in Austin, Texas.Barcelona, Spain. The loan bearsis 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 on outstanding drawn balances (4.6% at June 30, 2019), and is scheduled to mature in March 2023. We have the option to extend this loan one year from the original maturity date to March 2024. As of June 30, 2019, we had drawn $5.0 million on the construction loan.2.1%.



CPA:18 – Global 6/30/2019 10-Q27


Notes to Condensed Consolidated Financial Statements (Unaudited)



Scheduled Debt Principal Payments
 
Scheduled debt principal payments during the remainder of 2019,2020, each of the next four calendar years following December 31, 2019,2020, 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

Years Ending December 31, Total
2019 (remainder) $81,312
2020 87,142
2021 163,897
2022 119,067
2023 161,215
Thereafter through 2039 604,628
Total principal payments 1,217,261
Unamortized deferred financing costs (6,084)
Unamortized premium, net 2,097
Total $1,213,274


Certain amounts in the table above are based on the applicable foreign currency exchange rate at June 30, 2019.2020.


The carrying value of our Non-recourse secured debt, net increaseddecreased by $0.1$20.1 million in the aggregate from December 31, 20182019 to June 30, 2019,2020, reflecting the impact of the weakening of the U.S. dollar relative to certain foreign currencies (primarily the Norwegian krone)exchange rate fluctuations during the same period (Note 2).


Debt Covenants


As of June 30, 2019, we remained in breach of the debt service coverage ratio covenant on our Fortenova (formerly Agrokor)Our non-recourse mortgage loan given historical rent collection issues. Duringagreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the second quarter, we restructured the lease agreement with Fortenova to reduce contractual rents and entered into a payment plan to collect approximately 50%end of unpaid back rents plus VAT, which will be paid in ten monthly installments beginning in July 2019. Although weeach quarter. We were in compliance with theall 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 service coverage ratio requirement in June 2019, the breach will be cured once rental receipts are received for six consecutive months.(Note 4).



CPA:18 – Global 6/30/2020 10-Q25


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, 2019,2020, 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 positionstatements of operations or results of operations.


See Note 4 for unfunded construction commitments.




CPA:18 – Global 6/30/2019 10-Q28


Notes to Condensed Consolidated Financial Statements (Unaudited)


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 stock118,482,095
 $(922) $(0.01) 116,210,773
 $2,442
 $0.02
Class C common stock32,493,253
 (269) (0.01) 32,058,663
 636
 0.02
Net (loss) income attributable to CPA:18 – Global  $(1,191)     $3,078
  

 Three Months Ended June 30, 2019 Three Months Ended June 30, 2018
 Basic and Diluted Weighted-Average
Shares Outstanding
 Allocation of Net Income Basic and Diluted Earnings Per Share  Basic and Diluted Weighted-Average
Shares Outstanding
 Allocation of Net Loss Basic and Diluted Earnings Per Share 
Class A common stock116,210,773
 $2,442
 $0.02
 113,010,970
 $(213) $
Class C common stock32,058,663
 636
 0.02
 31,593,597
 (121) 
Net income (loss) attributable to CPA:18 – Global  $3,078
     $(334)  


 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 stock118,225,178
 $(7,321) $(0.06) 115,855,895
 $14,095
 $0.12
Class C common stock32,469,447
 (2,050) (0.06) 31,969,341
 3,810
 0.12
Net (loss) income attributable to CPA:18 – Global  $(9,371)     $17,905
  

 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018
 Basic and Diluted Weighted-Average
Shares Outstanding
 Allocation of Net Income Basic and Diluted Earnings Per Share  Basic and Diluted Weighted-Average
Shares Outstanding
 Allocation of Net Income Basic and Diluted Earnings Per Share 
Class A common stock115,855,895
 $14,095
 $0.12
 112,564,943
 $7,901
 $0.07
Class C common stock31,969,341
 3,810
 0.12
 31,517,919
 2,092
 0.07
Net income attributable to CPA:18 – Global  $17,905
     $9,993
  


The allocation of Net (loss) income (loss) 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 or equal to $0.1 million for both the three and six months ended June 30, 2020 and 2019 and 2018, respectively (Note 3).


Distributions


For the three months ended June 30, 2019,2020, our board of directors declared quarterly distributions of $0.1563$0.0625 per share for our Class A common stock and $0.1376and $0.0438 per share for our Class C common stock, which waswere paid on July 15, 20192020 to stockholders of record on June 28, 2019,30, 2020, in the amount of $22.5$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 6/30/20192020 10-Q2926



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, 2019Three Months Ended June 30, 2020
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments TotalGains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Total
Beginning balance$1,977
 $(56,892) $(54,915)$(1,685) $(78,227) $(79,912)
Other comprehensive income before reclassifications(1,575) 3,658
 2,083
(899) 12,306
 11,407
Amounts reclassified from accumulated other comprehensive loss to:          
Other gains and (losses)(377) 
 (377)(499) 
 (499)
Interest expense(19) 
 (19)454
 
 454
Net current-period other comprehensive income(1,971) 3,658
 1,687
(944) 12,306
 11,362
Net current-period other comprehensive income attributable to noncontrolling interests
 (331) (331)
 (1,396) (1,396)
Ending balance$6
 $(53,565) $(53,559)$(2,629) $(67,317) $(69,946)


Three Months Ended June 30, 2018Three Months Ended June 30, 2019
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments TotalGains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Total
Beginning balance$(1,741) $(22,170) $(23,911)$1,977
 $(56,892) $(54,915)
Other comprehensive loss before reclassifications3,545
 (22,582) (19,037)
Other comprehensive income before reclassifications(1,575) 3,658
 2,083
Amounts reclassified from accumulated other comprehensive loss to:          
Other gains and (losses)(211) 
 (211)(377) 
 (377)
Interest expense84
 
 84
(19) 
 (19)
Net current-period other comprehensive loss3,418
 (22,582) (19,164)
Net current-period other comprehensive loss attributable to noncontrolling interests
 2,326
 2,326
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$1,677
 $(42,426) $(40,749)$6
 $(53,565) $(53,559)



 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)



CPA:18 – Global 6/30/20192020 10-Q3027



Notes to Condensed Consolidated Financial Statements (Unaudited)




Six Months Ended June 30, 2018Six Months Ended June 30, 2020
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments TotalGains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Total
Beginning balance$(1,082) $(32,130) $(33,212)$138
 $(56,673) $(56,535)
Other comprehensive loss before reclassifications2,840
 (11,005) (8,165)(2,520) (11,776) (14,296)
Amounts reclassified from accumulated other comprehensive loss to:          
Other gains and (losses)(279) 
 (279)(897) 
 (897)
Interest expense198
 
 198
650
 
 650
Net current-period other comprehensive loss2,759
 (11,005) (8,246)(2,767) (11,776) (14,543)
Net current-period other comprehensive loss attributable to noncontrolling interests
 709
 709

 1,132
 1,132
Ending balance$1,677
 $(42,426) $(40,749)$(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.



Note 12. Property Dispositions
 
We have an active capital recycling program, with a goal of extending the average lease term of our portfolio through reinvestment, improving portfolio credit quality through dispositions and acquisitions of assets, increasing the asset criticality factor in our portfolio, and/or executing strategic dispositions of our net-leased and operating assets. We may decide to dispose of a property due to vacancy, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. We may also sell a property when we receive an unsolicited offer or negotiate a price for an investment that is consistent with our strategy for that investment. When it is appropriate to do so, we classify the property as an asset held for sale on our condensed consolidated balance sheet.

Operating Real Estate Land, Buildings and Improvements

On January 29, 2019, we sold our 97% interest that we held in our last multi-family residential property, located in Fort Walton Beach, Florida, to one of our joint venture partners for total proceeds of $13.1 million, net of closing costs, and recognized a gain on sale of $15.4 million (which includes a $2.9 million gain attributable to noncontrolling interests). The buyer assumed the related non-recourse mortgage loan outstanding on this property totaling $24.2 million.

Real Estate Land, Buildings and Improvements

During the six months ended June 30, 2019, we sold three properties in our Truffle portfolio, for total proceeds of $7.3 million, net of closing costs, and recognized a gain on sale of $1.9 million. Additionally, we repaid $4.4 million at closing towards the non-recourse mortgage loan encumbering our Truffle portfolio (amounts are based on the exchange rate of the British pound sterling at the date of sale).

Additionally, at June 30, 2019, the remaining eight properties in our Truffle portfolio were classified as Assets held for sale, net, with an aggregate carrying value of $22.9 million. These properties are encumbered by a non-recourse mortgage loan totaling $18.7 million at June 30, 2019, which will not be assumed by the buyer.



CPA:18 – Global 6/30/20192020 10-Q3128



Notes to Condensed Consolidated Financial Statements (Unaudited)




Note 13.12. 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 development projects, 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.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 taxes38
 (356) 52
 (379)
Net loss (income) attributable to noncontrolling interests25
 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

 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Net Lease       
Revenues (a) (b)
$30,731
 $33,299
 $61,723
 $66,291
Operating expenses (b)
(18,638) (19,307) (35,949) (38,426)
Interest expense(8,694) (9,002) (17,430) (17,860)
Gain on sale of real estate, net650
 
 1,547
 
Other gains and (losses)503
 1,555
 546
 5,906
Benefit from income taxes1,366
 88
 1,006
 233
Net income attributable to noncontrolling interests(45) (485) (254) (579)
Net income attributable to CPA:18 – Global$5,873
 $6,148
 $11,189
 $15,565
Self Storage       
Revenues$15,167
 $14,398
 $30,006
 $28,371
Operating expenses(8,872) (8,762) (17,617) (18,111)
Interest expense(3,450) (3,288) (6,876) (6,382)
Other gains and (losses) (c)
(607) (266) (1,275) (745)
Provision for income taxes(11) (28) (44) (55)
Net income attributable to CPA:18 – Global$2,227
 $2,054
 $4,194
 $3,078
Other Operating Properties       
Revenues$2,307
 $5,911
 $4,929
 $11,601
Operating expenses(1,544) (4,194) (3,178) (8,356)
Interest expense166
 (923) 46
 (1,828)
Gain on sale of real estate, net
 
 14,514
 
Other gains and (losses)(5) 151
 (44) 152
(Provision for) benefit from income taxes(356) 47
 (379) 60
Net loss (income) attributable to noncontrolling interests50
 
 (2,739) 8
Net income attributable to CPA:18 – Global$618
 $992
 $13,149
 $1,637
All Other       
Revenues$822
 $1,795
 $2,655
 $3,575
Operating expenses
 (1) (1) (2)
Net income attributable to CPA:18 – Global$822
 $1,794
 $2,654
 $3,573
Corporate       
Unallocated Corporate Income and Expenses (d)
$(4,357) $(8,492) $(9,328) $(9,125)
Net income attributable to noncontrolling interests — Available Cash Distributions$(2,105) $(2,830) $(3,953) $(4,735)
Total Company       
Revenues$49,027
 $55,403
 $99,321
 $109,838
Operating expenses(34,021) (37,119) (66,293) (74,389)
Interest expense(12,044) (13,294) (24,401) (26,224)
Gain on sale of real estate, net650
 

16,058
 
Other gains and (losses) (c)
699
 (2,307) 223
 5,361
Benefit from (provision for) income taxes867
 298

(57) 713
Net income attributable to noncontrolling interests(2,100) (3,315)
(6,946) (5,306)
Net income (loss) attributable to CPA:18 – Global$3,078
 $(334) $17,905
 $9,993



CPA:18 – Global 6/30/20192020 10-Q3229



Notes to Condensed Consolidated Financial Statements (Unaudited)




 Total Assets
 June 30, 2020 December 31, 2019
Net Lease$1,513,872
 $1,517,659
Self Storage365,196
 369,883
Other Operating Properties223,107
 213,692
Corporate43,426
 105,407
All Other (d)
28,168
 28,162
Total Company$2,173,769
 $2,234,803
 Total Assets
 June 30, 2019 December 31, 2018
Net Lease$1,436,469
 $1,461,385
Self Storage377,486
 386,682
Other Operating Properties338,179
 313,925
Corporate81,486
 78,099
All Other28,219
 64,462
Total Company$2,261,839
 $2,304,553

__________
(a)We recognized straight-line rent adjustments of $0.8 million and $1.2 million for the
The three months ended June 30, 2020 and 2019 includes straight-line rent amortization of $0.3 million and 2018,$0.8 million, respectively, and $1.7$1.0 million and $2.5$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 2018, respectively, which increasedis included within Lease revenues — net-leased within our condensed consolidated financial statements for each period.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)
For theThe six months ended June 30, 2018, we recorded bad debt expense2020 includes an allowance for credit losses of $2.1$4.9 million, to Property expenses in the condensed consolidated statements of operations as a result of financial difficulties and uncertainty regarding future rent collections from our tenant Fortenova. As part of our adoption ofaccordance with ASU 2016-02 in the first quarter of 2019, any lease payments that are not determined to be probable of collection were recognized within lease revenues2016-13 (Note 25). In addition, we restructured the lease with the tenant during the three months ended June 30, 2019 (Note 9).
(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 income and expensesoverhead 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-Q30




Item 2. Management’s Discussion and Analysis of Financial Condition andResults 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 20182019 Annual Report and subsequent reports filed under the Securities Exchange Act of 1934.1934, as amended (“the Exchange Act”).


Business Overview


As described in more detail in Item 1 of the 20182019 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 and multi-family residential investment. Our last multi-family residential investment was sold on January 29, 2019. and after that date we no longer earn any revenue from multi-family residential 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 and multi-family residential revenue primarily from leases of one year or less with the individual students and tenants, respectively.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 6/30/20192020 10-Q3331







Significant DevelopmentsOur 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.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, 20192020 were $8.73$8.29 for both our Class A and Class C common stock. Please see our Current Report on Form 8-K dated May 22, 2019June 23, 2020 for additional information regarding the calculation of our NAVs. Our Advisor currently intends to determine our quarterly NAVs as of June 30, 20192020 during the third quarter of 2019.2020.


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, 2019,2020, the liability balance for the distribution and shareholder servicing fee was $2.9 million.$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-Q32


Financial Highlights


During the six months ended June 30, 2019,2020, we completed the following, as further described in the condensed consolidated financial statements.


AcquisitionFinancing Activity


We entered intoOn March 13, 2020, we obtained a new student-housing development project transaction for an aggregate amountconstruction loan of $29.7$22.5 million (amount based on the exchange rate of the euro on the acquisition date), inclusive of unfunded future commitments and acquisition related costs and fees (Note 4).

Disposition Activity

Operating Real Estate —During the six months ended June 30, 2019, we sold our 97% interest in our last multi-family residential property to one of our joint venture partners for total proceeds of $13.1 million, net of closing costs, and recognized a gain on sale of $15.4 million (which includes a $2.9 million gain attributable to noncontrolling interests). The buyer assumed the related mortgage loan outstanding on this property totaling $24.2 million (Note 12).

Real Estate — During the six months ended June 30, 2019, we sold three properties in our Truffle portfolio for total proceeds of $7.3 million, net of closing costs, and recognized a gain on sale of $1.9 million (amounts based on the exchange rate of the British pound sterling at the date of sale). At closing we repaid $4.4 million towards the non-recourse mortgage loan encumbering our Truffle portfolio. In addition, at June 30, 2019, the remaining eight properties in our Truffle portfolio have been classified as Assets held for sale, net with a carrying value of $22.9 million (Note 12).

Financing Activity

On March 4, 2019, we obtained a construction loan of $51.7 millionloan) for a student housing development project located in Austin, Texas.Barcelona, Spain. The loan bearsis 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 on outstanding drawn balances (4.6% at June 30, 2019) and is scheduled to mature in March 2023. We have the option to extend this loan one year from the original maturity date to March 2024. As of June 30, 2019, we had drawn $5.0 million on the construction loan2.1%. (Note 9).






CPA:18 – Global 6/30/2019 10-Q34



Consolidated Results


(in thousands)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Total revenues$49,027
 $55,403
 $99,321
 $109,838
$43,928
 $49,027
 $86,808
 $99,321
Net income (loss) attributable to CPA:18 – Global3,078
 (334) 17,905
 9,993
Net (loss) income attributable to CPA:18 – Global(1,191) 3,078
 (9,371) 17,905
              
Cash distributions paid22,415
 21,844
 44,679
 43,530
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    42,029
 44,960
    38,924
 42,029
Net cash used in investing activities    (7,449) (81,716)    (88,263) (7,449)
Net cash (used in) provided by financing activities    (43,881) 63,940
Net cash used in financing activities    (18,789) (43,881)
              
Supplemental financial measures (a):
       
Supplemental financial measures (b):
       
FFO attributable to CPA:18 – Global
17,876
 15,153
 34,304
 41,573
11,980
 17,876
 17,004
 34,304
MFFO attributable to CPA:18 – Global16,607
 16,392
 32,283
 33,959
12,231
 16,607
 30,751
 32,283
Adjusted MFFO attributable to CPA:18 – Global16,134
 15,995
 32,151
 33,090
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-Q33


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


Total revenues decreased for both the three and six months ended June 30, 20192020 as compared to the same periods in 2018,2019, primarily as a result of our dispositions anddue to the adverse impact of foreign currency exchange rates, partially offset by two student housing operatingCOVID-19 on certain net lease properties, placed into service, subsequent toas well as the negative impact from our properties sold during 2019.

During the three and six months ended June 30, 2018.

2020, we recognized a Net income (loss)loss attributable to CPA:18 – Global increased for the three months ended June 30, 2019as compared to net income in the same periodperiods in 2018, primarily due to reduced property expenses resulting from our properties sold or transferred subsequent to June 30, 2018. Also contributing to the increase were foreign currency transaction losses recognized during the three months ended June 30, 2018. Lastly, there was a decrease in interest expense during the three months ended June 30, 2019, as well as an increase in benefit from income taxes.

Net income attributable to CPA:18 – Global increased for the six months ended June 30, 2019 compared to the same period in 2018, primarily due to the gainadverse impact of COVID-19 on our lease revenues (Note 2, Note 4); gains on sale of real estate recognized during the current period (Note 12). This increase was partially offset byprior year periods; and the gain recognized duringnegative impact from our income tax positions. In addition, the six months ended June 30, 20182020 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 excess insurance proceeds received for a rebuild of a property that was damagedthe Ghana VAT receivable write-off (Note 4). These factors were partially offset by a tornadodecrease in 2017. Additionally,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 netback rents plus VAT collected in connection with the settlement from this same lease restructuring, and termination income attributable to noncontrolling interests, primarily due to the salereceived for one of our joint venture multi-family residential property, located in Fort Walton Beach, Florida (Note 12).properties during the first quarter of 2020.



CPA:18 – Global 6/30/2019 10-Q35



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


FFO, increasedMFFO, and Adjusted MFFO all decreased for the three and six months ended June 30, 20192020 as compared to the same periodperiods in 2018,2019, primarily due to a decreasethe impact of COVID-19 on rent collections at certain of our net leased properties, disposal of properties during 2019, and an increase in foreign currency losses related to our international investments recognized during the three months ended June 30, 2019, partially offset by excess insurance proceeds receivedprovision for a rebuild of a property that was damaged by a tornado in 2017 during the three months ended June 30, 2018.income taxes.


FFO decreased for the six months ended June 30, 2019 as compared2020 also decreased due to the same period in 2018, primarilyallowance for credit losses and a loss due to a decrease in revenue as a result of the property dispositions subsequent to June 30, 2018, as well as excess insurance proceeds recognized during 2018. These decreases wereGhana VAT receivable write-off (Note 4), partially offset by a decrease in property expenses resulting from our properties sold or transferred subsequent to June 30, 2018, as well as the capitalization of interest expense on development projects.(as noted above).


MFFO and Adjusted MFFO increased for the three and six months ended June 30, 20192020 as compared to the same periodperiods in 2018, primarily due to capitalization of2019 were also impacted by decreased interest expense on development projects and lower property expenses as a result of properties sold or transferred, offset by the foreign currency impactincome as a result of the weakeningMills Fleet mezzanine loan repayment in April 2019, partially offset by a decrease in interest expense, the collection of the euroback rents, and termination income recognized in relation to the U.S. dollar.

MFFO and Adjusted MFFO decreased for the six2020 (six months ended June 30, 2019 as compared to the same period in 2018, primarily due to the impact of properties sold subsequent to June 30, 2018, and the foreign currency impact as a result of the weakening of the euro in relation to the U.S. dollar, partially offset by the capitalization of interest expense on development projects.2020 only).







CPA:18 – Global 6/30/20192020 10-Q3634







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 and multi-family residential (our last multi-family residential investment was sold on January 29, 2019) investmentsproperties 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 jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.


Portfolio Summary
June 30, 2019 December 31, 2018June 30, 2020 December 31, 2019
Number of net-leased properties (a)
54
 57
47
 47
Number of operating properties (b)(a)
84
 84
70
 70
Number of tenants (a)
87
 93
Total square footage (in thousands)15,488
 15,660
Occupancy — Single-tenant97.9% 98.3%
Occupancy — Multi-tenant95.2% 96.1%
Weighted-average lease term — Single-tenant properties (in years)9.6
 10.2
Weighted-average lease term — Multi-tenant properties (in years)5.6
 6.6
Number of development projects12
 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 countries12
 12
12
 12
Total assets (consolidated basis in thousands)$2,261,839
 $2,304,553
$2,173,769
 $2,234,803
Net investments in real estate (consolidated basis in thousands)1,946,308
 1,936,236
1,962,426
 1,946,720
Debt, net — pro rata (in thousands)
1,137,828
 1,156,060
1,132,138
 1,126,326
Six Months Ended June 30,Six Months Ended June 30,
(dollars in thousands, except exchange rates)2019 20182020 2019
Acquisition volume — consolidated (c)(b)
$29,736
 $123,996
$
 $29,736
Acquisition volume — pro rata (d)(c)
29,736
 123,218

 29,736
Financing obtained — consolidated16,096
 129,616
35,101
 16,096
Financing obtained — pro rata
17,652
 128,406
33,575
 17,652
Average U.S. dollar/euro exchange rate1.1297
 1.2108
1.1013
 1.1297
Average U.S. dollar/Norwegian krone exchange rate0.1161
 0.1262
0.1029
 0.1161
Average U.S. dollar/British pound sterling exchange rate1.2931
 1.3764
1.2609
 1.2931
Change in the U.S. CPI (e)(d)
1.9% 2.2%0.3% 1.9%
Change in the Harmonized Index of Consumer Prices (e)
1.3% 1.2%
Change in the Netherlands CPI (d)
0.7% 1.8%
Change in the Norwegian CPI (e)(d)
0.7% 2.2%0.7% 0.7%
__________
(a)Represents our single-tenant and multi-tenant properties, and, accordingly, excludes all operating properties. We consider a property to be multi-tenant if it does not have a single tenant that comprises more than 75% of the contractual minimum annualized base rent (“ABR”) for the property. See Terms and Definitions below for a description of ABR.
(b)As of both June 30, 2020 and December 31, 2019, our operating portfolio consisted of 6968 self-storage properties 13 student housing development projects and two student housing operating properties, all of which are managed by third parties. Our operating portfolio also includes a self-storage development project.
(c)(b)IncludesComprised 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.
(d)(c)
IncludesComprised 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).
(e)(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 6/30/20192020 10-Q3735







The tables below present information about our portfolio on a pro rata basis as of and for the period ended June 30, 2019.2020. See Terms and Definitions below for a description of pro rata metrics,Pro Rata Metrics, stabilized net operating income (“Stabilized NOI”), and ABR.


Portfolio Diversification by Property Type
(dollars in thousands)
Property Type Stabilized NOI Percent Stabilized NOI Percent
Net-Leased        
Office $19,346
 32% $19,793
 32%
Hospitality 7,111
 12%
Warehouse 6,496
 10% 6,510
 11%
Hospitality (a)
 4,154
 7%
Industrial 5,725
 9% 3,999
 7%
Retail 4,173
 7% 3,810
 6%
Residential 527
 1%
Net-Leased Total $42,851
 70% 38,793
 64%
        
Operating        
Self Storage 18,430
 30% 18,735
 30%
Other operating properties 3,479
 6%
Operating Total $18,430
 30% 22,214
 36%
Total $61,281
 100% $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-Q36





Portfolio Diversification by Geography
(dollars in thousands)
Region Stabilized NOI Percent Stabilized NOI Percent
United States        
South $14,737
 24% $14,514
 24%
Midwest 12,058
 20% 11,104
 18%
West 6,182
 10% 6,146
 10%
East 4,771
 8% 4,750
 8%
U.S. Total $37,748
 62% 36,514
 60%
        
International        
Norway 5,771
 9% 4,849
 8%
Germany 5,146
 8%
Netherlands 3,728
 6%
Mauritius 2,526
 5%
The Netherlands 4,792
 8%
United Kingdom 3,479
 6%
Germany (a)
 2,974
 5%
Poland 2,131
 3% 2,141
 3%
Mauritius (a)
 1,859
 3%
Croatia 1,638
 3% 1,724
 3%
United Kingdom 1,189
 2%
Slovakia 1,124
 2% 1,178
 2%
Canada 280
 % 970
 1%
Spain 527
 1%
International Total $23,533
 38% 24,493
 40%
Total $61,281
 100% $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 6/30/2019 10-Q38





Top Ten Tenants by Total Stabilized NOI
(dollars in thousands)
Tenant/Lease Guarantor Property Type Tenant Industry Location Stabilized NOI Percent Property Type Tenant Industry Location Stabilized NOI Percent
Fentonir Trading & Investments Limited (a)
 Hotel Hotel, Gaming, and Leisure Munich and Stuttgart, Germany $3,738
 6%
Sweetheart Cup Company, Inc. Warehouse Containers, Packaging and Glass University Park, Illinois 3,106
 5% Warehouse Containers, Packaging and Glass University Park, Illinois $3,104
 5%
Rabobank Groep NV (a)
 Office Banking Eindhoven, Netherlands 2,760
 5% Office Banking Eindhoven, Netherlands 2,851
 5%
Albion Resorts (Club Med) (a)
 Hotel Hotel, Gaming, and Leisure Albion, Mauritius 2,525
 4%
Siemens AS (a)
 Office Capital Equipment Oslo, Norway 2,201
 4%
Bank Pekao S.A. (a)
 Office Banking Warsaw, Poland 2,131
 3% Office Banking Warsaw, Poland 2,141
 4%
State Farm Automobile Co. Office Insurance Austin, Texas 1,933
 3% 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 and Mining Plymouth, Minnesota 1,926
 3% Office Metals & Mining Plymouth, Minnesota 1,582
 3%
COOP Ost AS (a)
 Retail Grocery Oslo, Norway 1,778
 3%
State of Iowa Board of Regents Office Sovereign and Public Finance Coralville and Iowa City, Iowa 1,729
 3%
Fentonir Trading & Investments Limited (a) (c)
 Hospitality Hotel and Leisure Munich and Stuttgart, Germany 1,537
 3%
Total $23,827
 39% $20,276
 35%
__________

CPA:18 – Global 6/30/2020 10-Q37




(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).



CPA:18 – Global 6/30/2019 10-Q39





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, 2019.2020. See Terms and Definitions below for a description of pro rata metrics,Pro Rata Metrics, Stabilized NOI and ABR.


Portfolio Diversification by Tenant Industry
(dollars in thousands)
Industry Type Stabilized NOI Percent ABR Percent
Hotel, Gaming, and Leisure $7,111
 17%
Hotel and Leisure (a)
 $14,595
 16%
Banking 4,892
 11% 10,585
 12%
Grocery 4,173
 11% 6,568
 8%
Containers, Packaging, and Glass 3,106
 8% 6,213
 7%
Insurance 2,200
 5% 4,857
 5%
Capital Equipment 4,847
 5%
Utilities: Electric 3,938
 5%
Oil and Gas 3,748
 4%
Retail 2,148
 5% 3,724
 4%
Capital Equipment 2,099
 5%
Metals and Mining 1,926
 4% 3,686
 4%
Utilities: Electric 1,895
 4%
Media: Advertising, Printing, and Publishing 1,835
 4%
Sovereign and Public Finance 1,729
 4% 3,490
 4%
Automotive 1,418
 3%
Advertising, Printing, and Publishing 3,440
 4%
High Tech Industries 3,176
 4%
Business Services 1,354
 3% 3,076
 3%
Healthcare and Pharmaceuticals 1,124
 3% 2,631
 3%
High Tech Industries 1,108
 3%
Oil and Gas 968
 2%
Automotive 2,007
 2%
Construction and Building 762
 2% 1,552
 2%
Residential 1,410
 2%
Non-Durable Consumer Goods 570
 1% 1,262
 1%
Telecommunications 537
 1% 1,095
 1%
Electricity 525
 1% 1,073
 1%
Wholesale 500
 1% 1,049
 1%
Cargo Transportation 483
 1% 977
 1%
Other (a)
 388
 1%
Other (b)
 400
 1%
Total $42,851
 100% $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 Stabilized NOIABR from tenants in the following industries: environmental industries, durable consumer goods, and environmental industries.consumer services.





CPA:18 – Global 6/30/20192020 10-Q4038







Lease Expirations
(dollars in thousands)
Year of Lease Expiration (a) (b)
 Number of Leases Expiring ABR Percent
Remaining 2019 6
 $1,785
 2%
2020 6
 967
 1%
Year of Lease Expiration (a)
 Number of Leases Expiring ABR Percent
Remaining 2020 1
 $2
 %
2021 5
 1,211
 1% 2
 936
 1%
2022 3
 220
 % 2
 113
 %
2023 17
 16,028
 17% 12
 14,525
 16%
2024 11
 5,368
 6% 16
 5,280
 6%
2025 8
 5,410
 6% 6
 4,623
 5%
2026 8
 6,973
 8% 5
 7,514
 8%
2027 8
 6,269
 7% 6
 6,108
 7%
2028 5
 5,323
 6% 4
 5,310
 6%
2029 4
 9,052
 10% 3
 9,069
 10%
2030 5
 4,194
 4% 2
 3,961
 5%
2031 4
 4,792
 5% 4
 4,992
 6%
2032 3
 8,177
 9% 5
 8,707
 10%
Thereafter (>2032) 12
 16,840
 18% 11
 18,259
 20%
Total 105
 $92,609
 100% 79
 $89,399
 100%
__________
(a)Assumes tenant does not exercise renewal option.
(b)These maturities also include our multi-tenant properties, which generally have a shorter duration than our single-tenant properties, and on a combined basis represent pro rata ABR of $2.9 million.


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, 2019,2020, approximately 50.7%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, 45.2%48.5% of our leases (based on ABR) have fixed rent adjustments, for a scheduled average ABR increase of 2.2%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 6/30/20192020 10-Q4139







Operating Properties


As of June 30, 2019,2020, our operating portfolio consisted of 6968 self-storage properties 13 student housing development projects and two student housing operating properties. As of June 30, 2019,2020, our operating portfolio was comprised as follows (square footage in thousands):
Location Number of Properties Square Footage Number of Properties Square Footage
Florida 21
 1,779
 21
 1,779
Texas (a)
 13
 843
 12
 843
California 10
 859
 10
 860
Nevada 3
 243
 3
 243
Delaware 3
 241
 3
 241
Georgia 3
 171
 3
 171
Illinois 2
 100
 2
 100
Hawaii 2
 95
 2
 95
Kentucky 1
 121
 1
 121
North Carolina 1
 121
 1
 121
Washington DC 1
 67
Washington, D.C. 1
 67
South Carolina 1
 63
 1
 63
New York 1
 61
 1
 61
Louisiana 1
 59
 1
 59
Massachusetts 1
 58
 1
 58
Missouri 1
 41
 1
 41
Oregon 1
 40
 1
 40
U.S. Total 66
 4,962
 65
 4,963
Spain (b)
 9
 
Canada (c)
 4
 316
United Kingdom (a)
 3
 215
Portugal (d)
 2
 
Canada 3
 317
United Kingdom 2
 215
International Total 18
 531
 5
 532
Total 84
 5,493
 70
 5,495
__________
(a)Includes one student housing development project.
(b)Comprised of nine student housing development projects.
(c)Includes one self-storage facility development project that is an unconsolidated investment and is included in Accounts receivable and other assets, net in the condensed consolidated financial statements.
(d)Comprised of two student housing development projects.





CPA:18 – Global 6/30/20192020 10-Q4240







Build-to-Suit and Development Projects


As of June 30, 2019,2020, we had the following 12 consolidated student housing development projects, including joint ventures, which remainremained under construction as of that date (dollars in thousands):
Estimated Completion Date Property Type Location 
Ownership Percentage (a)
 Number of Buildings Square Footage 
Estimated Project
Totals (b) (c)
 
Amount Funded (b) (c)
Q3 2019 Student Housing Barcelona, Spain 98.7% 1
 112,980
 $26,389
 $25,899
Q3 2020 Student Housing Malaga, Spain 100.0% 2
 230,329
 39,644
 6,931
Q3 2020 Student Housing Austin, Texas 90.0% 1
 185,720
 74,469
 27,411
Q3 2020 Student Housing Coimbra, Portugal 98.5% 1
 135,076
 25,143
 9,168
Q3 2020 Student Housing San Sebastian, Spain 100.0% 1
 126,075
 34,440
 12,143
Q3 2020 Student Housing Porto, Portugal 98.5% 1
 102,112
 23,256
 5,607
Q3 2020 Student Housing Barcelona, Spain 100.0% 3
 77,504
 29,857
 13,055
Q1 2021 Student Housing Seville, Spain 75.0% 1
 163,477
 41,881
 12,406
Q3 2021 Student Housing Bilbao, Spain 100.0% 1
 179,279
 49,747
 10,096
Q3 2021 Student Housing 
Swansea, United Kingdom (d)
 97.0% 1
 176,496
 64,482
 21,122
Q3 2021 Student Housing Valencia, Spain 98.7% 1
 100,423
 25,528
 6,538
Q3 2021 Student Housing Pamplona, Spain 100.0% 1
 91,363
 28,428
 9,438
Q3 2021 Student Housing Granada, Spain 98.5% 1
 75,557
 22,025
 3,993
        16
 1,756,391
 $485,289
 163,807
Third-party contributions (e)
           (7,120)
Total             $156,687
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 1211 international development projects are denominated in a foreign currency. For these projects, amounts are based on their applicablerespective exchange rates as of June 30, 2019.2020.
(c)Amounts exclude capitalized interest, accrued costs, and capitalized acquisition fees forpaid 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.
(d)(e)
On August 4, 2020, this project was substantially completed (Note 13).
(f)Amount funded for the project includes a $7.0$6.7 million ROUright-of-use (“ROU”) land lease asset that is included in In-place lease and other intangible assets on our condensed consolidated balance sheets.
(e)(g)Amount represents the funds contributed from our joint-venture partners.















CPA:18 – Global 6/30/20192020 10-Q4341







Terms and Definitions


Pro Rata Metrics— The portfolio information above contains certain metrics prepared under the pro rata consolidation method. We refer to these metrics as pro rata metrics.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 (loss) 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, net of receivable reserves as determined by GAAP, and reflects exchange rates as of June 30, 2019.2020. 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.properties and investments. We define NOI as rentallease revenues minusand 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 stabilizedStabilized 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 respectively (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 stabilizedStabilized 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 (loss) as an indication of our operating performance.





CPA:18 – Global 6/30/20192020 10-Q4442







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,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Net Income (GAAP)$5,178
 $2,981
 $24,851
 $15,299
Net Income (Loss) (GAAP)$2,339
 $5,178
 $(3,230) $24,851
Adjustments:              
Depreciation and amortization17,180
 16,892
 32,552
 34,524
14,660
 17,180
 29,190
 32,552
Allowance for credit losses
 
 4,865
 
Interest expense12,044
 13,294
 24,401
 26,224
10,354
 12,044
 20,843
 24,401
Other gains and (losses)(1,302) 2,072
 (1,474) (5,920)(1,064) (1,302) 1,008
 (1,474)
Equity in losses of equity method investment in real estate159
 603
 213
 1,251
Gain on sale of real estate, net(650) 
 (16,058) 

 (650) 
 (16,058)
Equity in losses of equity method investment in real estate603
 235
 1,251
 559
(Benefit from) provision for income taxes(867) (298) 57
 (713)
Provision for (benefit from) income taxes1,558
 (867) 1,164
 57
NOI related to noncontrolling interests (1)
(3,247) (3,273) (6,341) (6,461)(2,991) (3,247) (5,976) (6,341)
NOI related to equity method investment in real estate (2)
48
 132
 187
 236
339
 48
 970
 187
Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)$28,987
 $32,035
 $59,426
 $63,748
$25,354
 $28,987
 $49,047
 $59,426
              
(1) NOI related to noncontrolling interests:              
Net income attributable to noncontrolling interests (GAAP)$(2,100) $(3,315) $(6,946) $(5,306)$(3,530) $(2,100) $(6,141) $(6,946)
Available Cash Distributions to a related party2,105
 2,830
 3,953
 4,735
Depreciation and amortization(2,006) (1,681) (3,616) (3,409)(1,515) (2,006) (3,049) (3,616)
Interest expense(1,176) (1,220) (2,432) (2,446)(1,086) (1,176) (2,220) (2,432)
Other gains and (losses)(105) 9
 (215) (131)1,288
 (105) 1,629
 (215)
Gain on sale of real estate, net
 
 2,874
 

 
 
 2,874
Benefit from income taxes35
 104
 41
 96
(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$(3,247) $(3,273) $(6,341) $(6,461)$(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)$(603) $(235) $(1,251) $(559)$(159) $(603) $(213) $(1,251)
Depreciation and amortization190
 118
 503
 281
202
 190
 410
 503
Interest expense407
 261
 848
 531
476
 407
 934
 848
Other gains and (losses)(9) 1
 (15) 9
(180) (9) (175) (15)
Benefit from (provision for) income taxes63
 (13) 102
 (26)
Benefit from income taxes
 63
 14
 102
NOI related to equity method investment in real estate$48
 $132
 $187
 $236
$339
 $48
 $970
 $187





CPA:18 – Global 6/30/20192020 10-Q4543







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,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Net-leased$21,607
 $22,071
 $42,851
 $44,144
$18,256
 $21,607
 $38,793
 $42,851
Self storage9,330
 9,057
 18,430
 17,741
8,897
 9,330
 18,735
 18,430
Other operating properties
 3,145
 
 6,078
1,444
 
 3,479
 
Stabilized NOI30,937
 34,273
 61,281
 67,963
28,597
 30,937
 61,007
 61,281
Other NOI:              
Corporate (a)
(5,099) (5,212) (9,715) (10,061)(4,664) (5,099) (9,775) (9,715)
Straight-line rent adjustments926
 1,293
 1,900
 2,469
Notes receivable822
 1,794
 2,654
 3,573
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(109) 
 240
 
(33) (109) (54) 240
(3,460) (2,125) (4,921) (4,019)25,375
 27,477
 49,095
 56,360
Recently-opened operating properties (b)
1,669
 
 3,319
 
Build-to-Suit and Development Projects (c)(d)
(159) (113) (253) (196)(21) (159) (48) (253)
Recently-opened operating properties (e)

 1,669
 
 3,319
Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)$28,987
 $32,035
 $59,426
 $63,748
$25,354
 $28,987
 $49,047
 $59,426
_________
(a)Includes expenses such as asset management fees, and cash distributionsthe Available Cash Distributions to the Special General Partner,our Advisor, as well as other gains and (losses) that are calculated and reported at the portfoliocorporate 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 theour ongoing student housing properties located in Portsmouthdevelopment projects. The three and Cardiff, United Kingdom, which were completedsix months ended June 30, 2019 includes NOI for a student housing development project that was placed into service during the third quarter of 2018,2019, as well as phases of the Canadian self-storage properties that were placed into service during the year ended December 31, 2018.
(c)Includes NOI for our ongoing student housing and Canadian self-storage development projects. Refer to the Build-to-Suit and 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 6/30/20192020 10-Q4644







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 (loss) attributable to CPA:18 – Global (in thousands):
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 Change 2019 2018 Change2020 2019 Change 2020 2019 Change
Existing Net-Leased Properties                      
Lease revenues$29,295
 $31,004
 $(1,709) $59,304
 $61,743
 $(2,439)$25,821
 $29,295
 $(3,474) $47,836
 $59,304
 $(11,468)
Depreciation and amortization(13,104) (11,480) (1,624) (24,274) (22,938) (1,336)(10,692) (13,104) 2,412
 (21,360) (24,274) 2,914
Reimbursable tenant costs(3,155) (3,445) 290
 (7,078) (6,550) (528)(3,468) (3,155) (313) (6,597) (7,079) 482
Property expenses(1,803) (2,457) 654
 (3,401) (5,350) 1,949
(968) (1,803) 835
 (2,988) (3,400) 412
Property level contribution11,233
 13,622
 (2,389) 24,551
 26,905
 (2,354)10,693
 11,233
 (540) 16,891
 24,551
 (7,660)
Recently Net-Leased Student Housing Properties           
Lease revenues346
 
 346
 692
 
 692
Depreciation and amortization(173) 
 (173) (241) 
 (241)
Property expenses(112) 
 (112) (174) 
 (174)
Property level contribution61
 
 61
 277
 
 277
Existing Operating Properties                      
Operating property revenues15,166
 14,399
 767
 30,004
 28,372
 1,632
16,680
 17,474
 (794) 34,783
 34,580
 203
Operating property expenses(5,883) (5,542) (341) (11,698) (11,035) (663)(6,540) (6,610) 70
 (13,264) (13,018) (246)
Depreciation and amortization(2,984) (3,067) 83
 (5,895) (6,864) 969
(3,795) (3,753) (42) (7,589) (7,589) 
Property level contribution6,299
 5,790
 509
 12,411
 10,473
 1,938
6,345
 7,111
 (766) 13,930
 13,973
 (43)
Recently Acquired Operating Properties           
Operating property revenues2,306
 
 2,306
 4,574
 
 4,574
Depreciation and amortization(769) 
 (769) (1,694) 
 (1,694)
Operating property expenses(727) (116) (611) (1,320) (116) (1,204)
Property level contribution810
 (116) 926
 1,560
 (116) 1,676
Properties Sold, Held for Sale, or Transferred                      
Lease revenues814
 2,088
 (1,274) 1,719
 4,146
 (2,427)
 814
 (814) 
 1,719
 (1,719)
Operating property revenues
 5,911
 (5,911) 355
 11,601
 (11,246)
 
 
 
 355
 (355)
Depreciation and amortization(323) (2,345) 2,022
 (689) (4,722) 4,033

 (323) 323
 
 (689) 689
Reimbursable tenant costs
 (75) 75
 
 (175) 175
Property expenses(234) (859) 625
 (419) (1,603) 1,184

 (234) 234
 
 (419) 419
Reimbursable tenant costs(75) (278) 203
 (175) (496) 321
Operating property expenses(5) (2,562) 2,557
 (63) (5,228) 5,165

 (5) 5
 
 (63) 63
Property level contribution177
 1,955
 (1,778) 728
 3,698
 (2,970)
 177
 (177) 
 728
 (728)
Property Level Contribution18,519
 21,251
 (2,732) 39,250
 40,960
 (1,710)17,099
 18,521
 (1,422) 31,098
 39,252
 (8,154)
Add other income:                      
Interest income and other1,446
 2,001
 (555) 3,365
 3,976
 (611)1,081
 1,444
 (363) 3,498
 3,363
 135
Less other expenses:                      
Asset management fees(2,859) (3,151) 292
 (5,728) (6,025) 297
(2,878) (2,859) (19) (5,880) (5,728) (152)
General and administrative(2,100) (1,817) (283) (3,859) (3,462) (397)(1,956) (2,100) 144
 (3,853) (3,859) 6
Allowance for credit losses
 
 
 (4,865) 
 (4,865)
15,006
 18,284
 (3,278) 33,028
 35,449
 (2,421)13,346
 15,006
 (1,660) 19,998
 33,028
 (13,030)
Other Income and Expenses                      
Interest expense(12,044) (13,294) 1,250
 (24,401) (26,224) 1,823
(10,354) (12,044) 1,690
 (20,843) (24,401) 3,558
Other gains and (losses)1,302
 (2,072) 3,374
 1,474
 5,920
 (4,446)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, net650
 
 650
 16,058
 
 16,058

 650
 (650) 
 16,058
 (16,058)
Equity in losses of equity method investment in real estate(603) (235) (368) (1,251) (559) (692)
(10,695) (15,601) 4,906
 (8,120) (20,863) 12,743
(9,449) (10,695) 1,246
 (22,064) (8,120) (13,944)
Income before income taxes4,311
 2,683
 1,628
 24,908
 14,586
 10,322
Benefit from (provision for) income taxes867
 298
 569
 (57) 713
 (770)
Net Income5,178
 2,981
 2,197
 24,851
 15,299
 9,552
Income (loss) before income taxes3,897
 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(2,100) (3,315) 1,215
 (6,946) (5,306) (1,640)(3,530) (2,100) (1,430) (6,141) (6,946) 805
Net Income (Loss) Attributable to CPA:18 – Global$3,078
 $(334) $3,412
 $17,905
 $9,993
 $7,912
Net (Loss) Income Attributable to CPA:18 – Global$(1,191) $3,078
 $(4,269) $(9,371) $17,905
 $(27,276)





CPA:18 – Global 6/30/20192020 10-Q4745







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 now included within Lease revenues in the condensed consolidated statements of operations (Note 2).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, 20182019 and were not sold during the periods presented. For the periods presented, there were 46 existing net-leased properties.


For both the three and six months ended June 30, 20192020 as compared to the same periods in 2018,2019, property level contribution from existing net-leased properties decreased by $2.4$0.5 million and $7.7 million, respectively, primarily due to an increasethe 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 depreciation and amortization expense and arent on these properties. The decrease in lease revenues for the three and six months ended June 30, 2020 was partially offset by a decreasereduction in property expenses. The increase in depreciation and amortization isexpense, primarily due to accelerated amortizationthe acceleration of in-place lease intangibles as a result of a lease restructuring at one of our properties. The decrease in lease revenuesproperties 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 primarily due to foreign currency impact, whereascomprised of a student housing property placed into service during the decrease in property expenses is due to reduced reserves related to our Fortenova investment.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, 20182019 and were not sold during the periods presented. For the periods presented, there were 6567 existing operating properties.properties, which excludes two student housing development projects currently under construction.


For the three months ended June 30, 20192020 as compared to the same period in 2018,2019, property level contribution from existing operating properties increased by $0.5 million. Both operating revenues and operating expenses increaseddecreased by $0.8 million, and $0.3 million, respectively, with the increase in revenues primarily due to increased market rents.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, 20192020 as compared to the same period in 2018,2019, property level contribution from existing operating properties increased by $1.9 million. Both operating revenues and operating expenses increased by $1.6 million and $0.7 million, respectively, with the increase in revenues primarilywas substantially flat due to increased market rents. In addition, depreciation and amortization expense decreased $1.0 million, primarily duehigher occupancy rates in the first quarter compared to certain in-place lease intangible assets becoming fully amortized subsequent to June 30, 2018.

Recently Acquired Operating Properties

Recently acquired operating properties are those that were acquired or placed into service subsequent to December 31, 2017. For the periods presented, there were 13 student housing development projects under construction and two student housing operating properties that were placed into service during 2018. As a result ofsame period in 2019, offset by the two student housing operating properties being placed into service subsequent to June 30, 2018, operating revenues for recently acquired operating properties exceeded operating expenses by $1.6 million and $3.3 milliondecrease for the three and six months ended June 30, 2019, respectively, and depreciation and amortization expense totaled $0.8 million and $1.7 million, respectively.2020 compared to the same period in 2019.


Properties Sold, Held for Sale, or Transferred


During the three months ended June 30, 2019, we sold two11 properties in our Truffle portfolio. During the six months ended June 30, 2019, we soldUnited Kingdom net lease portfolio, as well as our last multi-family residential property located in Fort Walton Beach, Florida, as well as a retail building located in Edinburgh, United Kingdom (which was included in our Truffle portfolio (Note 12)).

In addition, at June 30, 2019, we classified the remaining eight properties in our Truffle portfolio as Assets held for sale, net (Note 4).



CPA:18 – Global 6/30/2019 10-Q48




In 2018, we sold five domestic multi-family residential properties, as well as an office building located in Utrecht, the Netherlands. In addition, as a result of a settlement agreement with our political risk insurer related to a development project in Accra, Ghana, we transferred the right to collect for tenant default damages to the insurer.

Interest Income and Other

For bothFlorida. 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-Q46




Interest Income and Other

For the three months ended June 30, 2020 as compared to the same periodsperiod in 2018,2019, interest income and other decreased by $0.6$0.4 million, primarily due to the Mills Fleet loan repaymenta $0.3 million decrease related to one-time VAT credit notes issued during the three months ended June 30,second quarter of 2019 (Note 5).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.


Asset Management Fees

For both the three and six months ended June 30, 20192020 as compared to the same periodsperiod in 2018, asset management fees decreased2019, interest income and other increased by $0.3$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 the asset base from which our Advisor earns a feeinterest income as a result of the dispositions subsequentMills Fleet mezzanine loan repayment in April 2019.

Asset Management Fees

Our Advisor is entitled to June 30, 2018 (an annual asset management fee, which is further described in Note 3).


General and AdministrativeAllowance for Credit Losses


ForIn 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 three and six months ended June 30, 2019 as compared to the same periods in 2018, general and administrative expenses increased by $0.3 million and $0.4 million, respectively, primarily due to an increase in professional fees and reimbursable costs allocated from our Advisor2020 (Note 35).


Other Income and Expenses


Interest Expense


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

For the three and six months ended June 30, 20192020 as compared to 2018, interest expense decreased by $1.3 million and $1.8 million, respectively, primarily due to an increase in capitalized interest associated with our development projects and an overall decrease in debt primarily driven by our properties sold subsequent to June 30, 2018. As a result of these dispositions, our average outstanding debt balance decreased by $208.3 million and $197.2 million, respectively, compared to the same periods in 2018.2019, 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 forduring both the three and six months ended June 30, 2020 and 2019, respectively,with weighted-average annual interest rates of 3.9% and $1.3 billion4.4% for both the respective three months ended June 30, 2020 and 2019, and 4.0% and 4.5% for the respective six months ended June 30, 2018, respectively, with a weighted-average annual interest rate of 4.4%2020 and 4.5% for the three and six months ended June 30, 2019, respectively, and 3.9% for both the three and six months ended June 30, 2018, respectively.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, 20192020 as compared to the same period in 2018,2019, net other gains and (losses) increased $3.4was 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 foreign currency transaction fluctuations, impactinga $2.8 million loss recognized in 2020 for the remeasurementGhana VAT receivable write-off as collectibility was no longer deemed probable (Note 4).


CPA:18 – Global 6/30/2020 10-Q47




Equity in Losses of Equity Method Investment in Real Estate

We have an interest in an unconsolidated investment in our short-term intercompany loans and cash,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 a result of the appreciation of the U.S. dollar relativecompared to the euro.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, 2019,2020, as compared to the same period in 2018, net other gains2019, equity in losses of equity method investment in real estate decreased $4.4by $1.0 million, primarily due to the gain recognized as a result of the insurance proceeds received for the rebuild of a property that was damaged by a tornado in 2017, partially offset by an increase in gains on derivativesoperating revenues as occupancy rates increased, as well as foreign currency transaction fluctuations.reduced property and real estate tax expenses.



CPA:18 – Global 6/30/2019 10-Q49





Gain on Sale of Real Estate, Net


During the three months ended June 30, 2019, we sold two industrial properties in our Truffle portfolioEdinburgh, United Kingdom for total proceeds of $3.0 million, net of closing costs, and recorded an aggregate gain on sale of $0.7 million (Note 12).

million. In addition, to the above, 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 propertyretail building located in the Truffle portfolioEdinburgh, United Kingdom for total proceeds of $17.4 million, net of closingselling costs, and recorded an aggregate gain on sale of $16.6 million (which includes a $2.9 million gain attributable to noncontrolling interest (Note 12))interest). The gaingains on sale of real estate recognized as a result offor 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).


Equity in Losses of Equity Method Investment in Real Estate

For both the three and six months ended June 30, 2019, as compared to the same periods in 2018, equity in losses of equity method investment in real estate increased by $0.4 million, primarily due to the third Canadian self-storage facility being fully placed into service subsequent to June 30, 2018.

(Provision for) Benefit from (Provision for) Income Taxes


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


DuringFor 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, which is primarily comprised ofdue to the deferred tax benefits. Duringasset 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 we recorded a provision for income taxes of $0.1 million, which is comprised of a provision for current taxes of $1.2 million, partially offset by a benefit from deferred taxes of $1.1 million.was insignificant to our financial statements.

During the three and six months ended June 30, 2018, we recorded a benefit from income taxes of $0.3 million and $0.7 million, respectively, comprised of a provision for current taxes of $0.3 million and $0.5 million, respectively, and a benefit from deferred taxes of $0.6 million and $1.2 million, respectively.


Net Income Attributable to Noncontrolling Interests


For the three months ended June 30, 20192020 compared to the same period in 2018,2019, 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 $1.2 million, primarily due to a decrease in the available cash generated by the Operating Partnership, which we refer to as the Available Cash Distribution (Note 3).

For the six months ended June 30, 2019 compared to the same period in 2018, net income attributable to noncontrolling interests increased by $1.6$0.8 million, primarily due to the gain on sale of our joint venture real estate disposal in the first quarter of 2019, (Note 12).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, financings, and sales of real estate.operations. We may also use proceeds from financings and asset sales for the acquisition of real estateto fund development projects, build-to-suit investments, and real estate-related investments.short-term cash requirements.



CPA:18 – Global 6/30/2020 10-Q48




Our liquidity would be adversely affected by unanticipated costs, and greater-than-anticipated operating expenses.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. In addition,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 in connection with the acquisition of real estate, refinanceby refinancing debt on existing properties, or arrange for the leveraging of any previously unfinanced property.



CPA:18 – Global 6/30/2019 10-Q50





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 purchasesfunding for our build-to-suit and sales of real estate;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 by $2.9$3.1 million during the six months ended June 30, 20192020 as compared to the same period in 2018,2019, primarily due to decreased operating cash flow resulting fromreduced rent collections at certain properties, which were adversely impacted by the dispositions of properties subsequent to June 30, 2018COVID-19 pandemic (Note 122), as well as decreased working capital due to less prepaid rents received during 2019..


Investing Activities — Our investing activities are generally comprised of real estate purchases, funding of build-to-suit and development projects, capitalized property-related costs, and payment of deferred acquisition fees to our Advisor for asset acquisitions and capitalized property-related costs.

Net cash used in investing activities totaled $7.4 million for the six months ended June 30, 2019. This was primarily the result of cash outflows of $44.7 million to fund construction costs of our development projects (Note 4), $12.9 million for our real estate investments (Note 4), $3.5 million of VAT paid in connection with acquisitions of real estate, $3.0 million in payments of deferred acquisition fees to our Advisor (Note 3), and $1.6 million for capital expenditures on our owned real estate. These cash outflows were partially offset by cash inflows of $36.0 million of proceeds from repayment of the Mills Fleet note receivable (Note 5), $19.3 million for proceeds from sale of real estate (Note 12), and $2.1 million in VAT refunded in connection with acquisitions of real estate..


Financing Activities Net cash used inOur financing activities totaled $43.9 million for the six months ended June 30, 2019. This was primarily due to cash outflowsare generally comprised of $44.7 million related to distributions paid to our stockholders, $26.1 million for scheduled paymentsborrowings, repayments and prepayments of mortgage loan principal, $11.7 million for distributionsour non-recourse secured debt, and activity relating to noncontrolling interests, and $9.3 million for the repurchase of shares of our common stock, pursuant to our redemption program described below. These cash outflows were primarily offset by $25.1 million from non-recourse mortgage financings (Note 9), $20.9 millionwhich includes (i) payments of distributions to stockholders, (ii) distributions that wereare reinvested by stockholders in shares of our common stock through our DRIP, and $2.5 million(iii) repurchases of contributions from noncontrolling interests.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, 2019,2020, we declared distributions to stockholders of $45.0$31.7 million, which were comprised of $23.1$16.6 million of cash distributions and $21.9$15.1 million reinvested by stockholders in shares of our common stock pursuant to our DRIP. From inception through June 30, 2019,2020, we have declared distributions to stockholders totaling $435.3$512.4 million, which were comprised of cash distributions of $209.8$249.9 million and $225.5$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. Over the life of our company,Since inception, the regular quarterly cash distributions that we pay are expected to behave principally sourced from ourbeen 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 76.3%53.7% of total distributions declared for the six months ended June 30, 2019. We funded 93.5%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, 2019 from Net2020, while our net cash provided by operating activities with the remainder funded from other investing and financing cash flows.fully covered total distributions declared.





CPA:18 – Global 6/30/20192020 10-Q5149







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, 2019,2020, we received requests to redeem 867,5371,299,388 and 229,884443,648 shares of Class A and Class C common stock, respectively, comprised of 222237 and 5799 redemption requests, respectively, which we fulfilled at an average price of $8.49$8.30 and $8.43$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, 2019.2020. 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 NAV.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 NAV.NAVs.


Summary of Financing
 
The table below summarizes our non-recourse secured debt, net (dollars in thousands):
June 30, 2019 December 31, 2018June 30, 2020 December 31, 2019
Carrying Value (a)
      
Fixed rate$979,931
 $1,007,020
$933,388
 $951,748
Variable rate:      
Amount subject to interest rate swaps and caps194,303
 184,361
Amount subject to floating interest rate118,930
 115,156
79,784
 65,804
Amount subject to interest rate swaps and caps114,413
 115,251
233,343
 230,407
274,087
 250,165
$1,213,274
 $1,237,427
$1,207,475
 $1,201,913
Percent of Total Debt      
Fixed rate81% 81%77% 79%
Variable rate19% 19%23% 21%
100% 100%100% 100%
Weighted-Average Interest Rate at End of Period      
Fixed rate3.9% 4.0%3.9% 3.9%
Variable rate (b)
5.1% 5.1%3.4% 3.8%
Total debt3.8% 3.9%
___________
(a)
Aggregate debt balance includes unamortized deferred financing costs totaling $6.1$6.0 million and $6.9$5.8 million as of June 30, 20192020 and December 31, 2018,2019, respectively, and unamortized premium, net of $2.1$2.0 million and $1.3$2.1 million as of June 30, 20192020 and December 31, 2018,2019, respectively (Note 9).
(b)The impact of our derivative instruments is reflected in the weighted-average interest rates.


Cash Resources
 
As of June 30, 2019,2020, our cash resources consisted of cash and cash equivalents totaling $160.2$70.8 million. Of this amount, $39.7$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, 2019,2020, we had $49.9$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 projectsprojects. 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 93, Note 13). Our cash resources may be used for future investments and can be used forconstruction costs, working capital needs, other commitments, and distributions to our stockholders. In addition, our unleveraged properties had an aggregate carrying value of $146.2$224.0 million as of June 30, 2019,2020, although there can be no assurance that we would be able to obtain financing for these properties.


In July 2016, our board of directors and the board of directors of WPC approved unsecured loans from WPC to us for acquisition funding purposes, at the sole discretion of WPC’s management, of up to $50.0 million in the aggregate, at a rate equal to the rate at which WPC can borrow funds under its senior credit facility. As of June 30, 2019, no such loans were outstanding (Note 3).




CPA:18 – Global 6/30/20192020 10-Q5250







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, acquiring new investments, 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. BalloonTotal principal payments of $149.5 million, including balloon payments totaling $111.3$140.8 million on our consolidated mortgage loan obligations, are due during the next 12 months. OurIn 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 is actively seekingprovided us with additional cash flexibility by agreeing to refinance these loans, although therereceive 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 be no assuranceaccess 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 be able to do so on favorable terms, or at all. We expect to fund $254.2 million related to capital and other lease commitments during the next 12 months. We expect to fund future investments, capital commitments, any capital expenditures on existing properties, and scheduled and unscheduled debt paymentshave on our mortgage loans throughtenants’ 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 useduration of the outbreak and actions taken to contain COVID-19 or treat its impact, among others. The potential impact of COVID-19 on our cash reserves, cash generated from operations,tenants and proceeds from financingsproperties could have a material adverse effect on our liquidity and asset sales.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, 20192020 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
Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
Debt — principal (a)
$1,217,261
 $118,630
 $270,330
 $319,135
 $509,166
$1,211,496
 $149,474
 $329,788
 $579,850
 $152,384
Capital commitments (b)
338,422
 254,244
 84,178
 
 
230,698
 181,252
 49,446
 
 
Interest on borrowings208,712
 47,051
 76,639
 59,213
 25,809
167,691
 44,547
 72,968
 41,781
 8,395
Deferred acquisition fees (c)
5,984
 3,481
 2,503
 
 
External joint venture loans, including interest (c)
6,731
 311
 669
 1,656
 4,095
Deferred acquisition fees (d)
2,503
 2,503
 
 
 
$1,770,379
 $423,406
 $433,650
 $378,348
 $534,975
$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 $6.1$6.0 million of deferred financing costs and $2.1$2.0 million of unamortized premium, net (Note 9).
(b)
Capital commitments includeis comprised of estimated construction funding for our current development projects totaling $333.4$227.8 million (Note 4) and $5.0, $1.9 million of outstanding commitments on development projects that have been placed into service.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-Q51




(d)
Represents deferred acquisition fees and related interest due to our Advisor as a result of our acquisitions.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, 20192020, which consisted primarily of the euro and Norwegian krone and, to a lesser extent, the British pound sterling. As of June 30, 20192020, 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.



CPA:18 – Global 6/30/2019 10-Q53





FFO MFFO, and Adjusted MFFO

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. While impairment charges are excluded from the calculation of FFO, it could be difficult to recover any impairment charges. However, FFO, MFFO, and Adjusted MFFO, as described below, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating the operating performance of the company. The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures FFO, MFFO, and Adjusted MFFO and the adjustments to GAAP in calculating FFO, MFFO, and Adjusted MFFO.


Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) were put into effect subsequent to the establishment of NAREIT’s definition of FFO. Management believes these cash-settled expenses, such as acquisition fees that are typically accounted for as operating expenses, do not affect our overall long-term operating performance.
CPA:18 – Global 6/30/2020 10-Q52




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 (formerly known as the Investment Program Association) (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 the operating performance of a non-traded REIT.our operations. MFFO is not equivalent to our net income or loss as determined under GAAP and MFFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate with a limited life and targeted exit strategy as(as currently intended. We believe that, becauseintended). Since MFFO excludes costs that we consider more reflective of investing activities and other non-operating items included in FFO, and also excludes acquisition fees and expenseswe believe that affect our operations only in periods in which properties are acquired, MFFO can provide, on a going forward basis,it provides an indication of the sustainability (that is, the capacity to continue to be maintained) of our operating performance after the period in which we are acquiring properties and once our portfolio is in place. By providinginitial property-acquisition phase. We believe that MFFO we believe we are presenting useful information that assistsallows investors and analysts to


CPA:18 – Global 6/30/2019 10-Q54




better assess the sustainability of our operating performance now that our initial public offering has been completedis complete and once essentially all of our properties have been acquired.the proceeds are invested. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-traded REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance, with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities. MFFO should only be used to assess the sustainability of a company’s operating performance after a company’s offering has been completed and properties have been acquired, as it excludes acquisition costs that have a negative effect on a company’s operating performance during the periods in which properties are acquired.


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 by the IPA 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 deferred rent receivablesstraight-line rents and amortization of above- and below-market leases and liabilities (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash 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, hedges, foreign exchange, derivatives, or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and 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, derivatives or securities holdings, unrealized gains and losses resulting from consolidations, as well as other listed cash flow adjustments, are adjustments made to net income in calculating the cash flows provided by operating activities and, in some cases, reflect gains or losses that are unrealized and may not ultimately be realized.


Our MFFO calculation complies with the IPA’s Practice Guideline described above. In calculating MFFO, we exclude acquisition-related expenses,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 above- and below-market leases, fair value adjustments of derivative financial instruments, deferred rent receivables, and the adjustments of such items related to noncontrolling interests. Under GAAP, acquisition fees and expenses are characterized asROU assets, which management believes is helpful in assessing our operating expenses in determining operating net income. These expenses are paid in cash by a company. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by the company, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, these fees and expenses, and other costs related to such property. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities.performance.


Our management uses MFFO and the adjustments used to calculate it in order to evaluate our performance against other non-traded REITs, which also have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter.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. We believe that MFFO and the adjustments used to calculate it allow us to present our performance in a manner that takes into account certain characteristics unique to non-traded REITs, such as their limited life, defined acquisition period, and targeted exit strategy, and is therefore a useful measure for investors. For example, acquisition costs are generally funded from the proceeds of our offering and other financing sources and not from operations. By excluding expensed acquisition costs, the use of MFFO provides information consistent with management’s analysis of the operating performance of the properties. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.


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 6/30/20192020 10-Q5553







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,Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Net income (loss) attributable to CPA:18 – Global$3,078
 $(334) $17,905
 $9,993
Net (loss) income attributable to CPA:18 – Global$(1,191) $3,078
 $(9,371) $17,905
Adjustments:              
Depreciation and amortization of real property17,264
 17,070
 32,720
 34,748
14,660
 17,264
 29,190
 32,720
Proportionate share of adjustments for noncontrolling interests (a)
(2,006) (1,701) (766) (3,449)
Gain on sale of real estate, net(650) 
 (16,058) 

 (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 entities190
 118
 503
 281
26
 190
 234
 503
Total adjustments14,798
 15,487
 16,399
 31,580
13,171
 14,798
 26,375
 16,399
FFO (as defined by NAREIT) attributable to CPA:18 – Global17,876
 15,153
 34,304
 41,573
11,980
 17,876
 17,004
 34,304
Adjustments:              
Straight-line and other rent adjustments (b)
(960) (1,407) (2,007) (2,707)
Amortization of premium/discount on debt investments and fair market value adjustments, net563
 367
 937
 720
Unrealized (gains) losses on foreign currency, derivatives, and other(473) 3,780
 (92) 5,320
Realized gains on foreign currency, derivatives, and other (c)
(389) (1,570) (787) (11,014)
Above- and below-market rent intangible lease amortization, net (d)
(87) (32) (172) (58)
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 discounts363
 563
 605
 937
Above and below market rent intangible lease amortization, net (e)
(159) (87) (334) (172)
Other amortization and non-cash items139
 
 219
 
Acquisition and other expenses76
 17
 76
 17
33
 76
 33
 76
Proportionate share of adjustments for noncontrolling interests1
 82
 24
 106
Loss on extinguishment of debt
 2
 
 2
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(1,269) 1,239
 (2,021) (7,614)251
 (1,269) 13,747
 (2,021)
MFFO attributable to CPA:18 – Global16,607
 16,392
 32,283
 33,959
12,231
 16,607
 30,751
 32,283
Adjustments:              
Deferred taxes(850) (386) (887) (926)
Hedging gains (losses)377
 (11) 755
 57
Tax expense, deferred802
 (850) (562) (887)
Hedging gains473
 377
 958
 755
Total adjustments(473) (397) (132) (869)1,275
 (473) 396
 (132)
Adjusted MFFO attributable to CPA:18 – Global$16,134
 $15,995
 $32,151
 $33,090
$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 (Note 12).
disposal.



CPA:18 – Global 6/30/20192020 10-Q5654







(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. By adjusting for these items (to reflect changes from a straight-line basis to an accrual basis), management believes that MFFO and Adjusted MFFO provides useful supplemental information on the realized economic impact of lease terms and debt investments, provides insight on the contractual cash flows of such lease terms and debt investments, and aligns results with management’s analysis of operating performance.
(c)During three and six months ended June 30, 2018, there was a $0.9 million and $5.3 million gain recognized as a result of excess insurance proceeds received for the rebuild of a property that was damaged by a tornado in 2017, respectively.
(d)(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 6/30/20192020 10-Q5755







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. The primary risks that weWe are exposed to are 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.

Generally, we do not use derivative instruments to hedge credit/market risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts and collars to hedge our foreign currency cash flow exposures.


Interest Rate Risk
 
The values of our real estate, related fixed-rate debt obligations, and notes receivable investmentsinvestment 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-Q56




As of June 30, 2019,2020, 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 or, in the case of one of our Norwegian investments, inflation-linked to the Norwegian CPI.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 2019,2020, each of the next four calendar years following December 31, 2019,2020, and thereafter, based upon expected maturity dates of our debt obligations outstanding as of June 30, 20192020 (in thousands):

2019 (Remainder) 2020 2021 2022 2023 Thereafter Total
Fair value2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Fair value
Fixed-rate debt (a)
$2,073
 $79,545
 $118,690
 $101,266
 $155,110
 $530,733

$987,417

$1,007,516
$51,157
 $109,776
 $98,513
 $152,986
 $176,564
 $350,006

$939,002

$946,881
Variable rate debt (a)
$79,239
 $7,597
 $45,207
 $17,801
 $6,105
 $73,895

$229,844

$246,024
$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, 2019,2020, 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 or, in the case of one our Norwegian investments, is inflation-linked to the Norwegian CPI)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, 20192020 by an aggregate increase of $37.1$32.9 million or an aggregate decrease of $46.0$38.1 million, respectively. Annual interest expense on our unhedged variable-rate debt as of June 30, 20192020 would increase or decrease by $1.2$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, 20192020, 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.



CPA:18 – Global 6/30/2019 10-Q58





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 20192020 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, 20192020 during the remainder of 2019,2020, each of the next four calendar years following December 31, 2019,2020, and thereafter, are as follows (in thousands): 
Lease Revenues (a)
 2019 (Remainder) 2020 2021 2022 2023 Thereafter Total
Lease Revenues (a) (b)
 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Euro (c)
 $21,615
 $42,425
 $42,476
 $42,669
 $37,088
 $339,294
 $525,567
 $22,383
 $44,620
 $44,600
 $39,253
 $36,091
 $334,442
 $521,389
Norwegian krone (d)
 6,620
 12,630
 11,963
 11,539
 11,539
 41,511
 95,802
 5,598
 10,505
 10,067
 10,067
 7,225
 28,666
 72,128
British pound sterling (e)
 1,449
 2,638
 2,444
 2,288
 1,970
 6,015
 16,804
 $29,684
 $57,693
 $56,883
 $56,496
 $50,597
 $386,820
 $638,173
 $27,981
 $55,125
 $54,667
 $49,320
 $43,316
 $363,108
 $593,517



CPA:18 – Global 6/30/2020 10-Q57




Scheduled debt service payments (principal and interest) for mortgage notes for our foreign operations as of June 30, 2019,2020, during the remainder of 2019,2020, each of the next four calendar years following December 31, 2019,2020, and thereafter, are as follows (in thousands):
Debt Service (a) (b)(e)
 2019 (Remainder) 2020 2021 2022 2023 Thereafter Total 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Euro (c)
 $5,692
 $64,611
 $75,379
 $42,080
 $67,962
 $97,851
 $353,575
 $53,713
 $73,897
 $50,168
 $87,349
 $72,831
 $12,252
 $350,210
Norwegian krone (d)
 3,508
 5,973
 48,001
 4,124
 4,124
 108,834
 174,564
 3,120
 42,014
 3,659
 3,659
 3,659
 92,258
 148,369
British pound sterling (e)(b)
 74,796
 19,284
 
 
 
 
 94,080
 1,053
 2,101
 74,614
 
 
 
 77,768
 $83,996
 $89,868
 $123,380
 $46,204
 $72,086
 $206,685
 $622,219
 $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, 20192020. Contractual rents and debt obligations are denominated in the functional currency of the country where each property is located.
(b)Interest on unhedged variable-rate debt obligations was calculated usingThe revenues generated from our student housing operating properties located in the applicable annual interest ratesUnited 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 balances outstandingthe U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of June 30, 2019.2020 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, 20192020 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, 20192020 of $0.8 million.
(e)We estimate that, for a 1% increase or decrease inInterest on unhedged variable-rate debt obligations was calculated using the exchange rate between the British pound sterlingapplicable annual interest rates and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flowbalances outstanding as of June 30, 2019 of $0.8 million.2020.





CPA:18 – Global 6/30/20192020 10-Q59




Concentration of Credit Risk

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. There have been no material changes in our concentration of credit risk from what was disclosed in the 2018 Annual Report.



CPA:18 – Global 6/30/2019 10-Q6058







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 Securities Exchange Act, of 1934, as amended, (“the Exchange Act”), is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.


Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 20192020, 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, 20192020 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 6/30/20192020 10-Q6159







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-Q60




Item 2. Unregistered Sales of Equity Securities.


Unregistered Sales of Equity Securities


During the three months ended June 30, 2019,2020, we issued 164,709288,652 shares of our Class A common stock to our Advisor as consideration for asset management fees. These sharesfees, which were issued at our most recently published NAV at the date of $8.73 per share.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, 20192020:
 Class A Class C  Class A Class C 
2019 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)
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 
 $
 
 $
 N/A N/A
May 1-31 
 
 
 
 N/A N/A 
 
 
 
 N/A N/A
June 1-30 536,876
 8.53
 131,697
 8.49
 N/A N/A 616,397
 8.00
 179,380
 8.06
 N/A N/A
Total 536,876
   131,697
    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. ForDuring the three months ended June 30, 2019,2020, we received 12699 and 3042 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 forduring the three months ended June 30, 2019.2020. 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 6/30/20192020 10-Q6261







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
10.1Second 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 CorpFiled herewith
10.2Loan 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
10.3Promissory Note, made as of July 16, 2020, by CPA:18 Limited Partnership, as BorrowerIncorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed July 22, 2020
10.4Payment 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 6/30/20192020 10-Q6362



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 7, 201911, 2020  
  By:/s/ Mallika SinhaToniAnn Sanzone
   Mallika SinhaToniAnn Sanzone
   Chief Financial Officer
   (Principal Financial Officer)
    
Date:August 7, 201911, 2020  
  By:/s/ Arjun Mahalingam
   Arjun Mahalingam
   Chief Accounting Officer
   (Principal Accounting Officer)






CPA:18 – Global 6/30/20192020 10-Q6463



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
10.1Second 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
10.2Loan Agreement, dated as of July 16, 2020, between CPA:18 Limited Partnership, as Borrower, and W. P. Carey Inc., as Lender.
10.3Promissory Note, made as of July 16, 2020, by CPA:18 Limited Partnership, as Borrower
10.4Payment 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