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 March 31, 2020
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 118,621,016118,756,873 shares of Class A common stock, $0.001 par value, and 32,549,04332,466,931 shares of Class C common stock, $0.001 par value, outstanding at May 8,August 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,event; underlying assumptions about our portfolio, (e.g. occupancy rate, lease terms, and tenant credit quality, including our expectations about tenant bankruptcies and interest coverage), expectations aboutregarding tenant rent collections, potential holding periods forcredit quality and bankruptcies, as well as the estimated fair values of our investments (including possible dispositions), our international exposure;and 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”); our expectations regarding the impact on our business, tenants, and prospects in light of the outbreak of the novel coronavirus (“COVID-19”) and the various effects in connection therewith, as well as the measures taken to prevent its spread; and the impact of recently issued accounting pronouncements and other regulatory activity.





CPA:18 – Global 3/31/6/30/2020 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 risks or uncertainties, like the risks related to the effects of pandemics and global outbreaks of contagious diseases or the fear of such outbreaks like(such as the current COVID-19 pandemic and those additional factors discussed in reports filed with the SEC by us under the heading “Risk Factors”pandemic), could also have material adverse effects on our business, financial condition, liquidity, results of operations, Modified funds from operations (“MFFO”), and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact our actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report, as well as in our other filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 28, 2019 (the “2019 Annual Report”). Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, shareholders are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this Report, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.


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





CPA:18 – Global 3/31/6/30/2020 10-Q2



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)
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Assets      
Investments in real estate:      
Real estate — Land, buildings and improvements$1,158,497
 $1,200,645
$1,185,638
 $1,200,645
Operating real estate — Land, buildings and improvements505,326
 512,485
504,860
 512,485
Real estate under construction267,044
 235,751
315,492
 235,751
Net investments in direct financing leases30,338
 42,054
30,392
 42,054
In-place lease and other intangible assets276,196
 284,097
280,096
 284,097
Investments in real estate2,237,401
 2,275,032
2,316,478
 2,275,032
Accumulated depreciation and amortization(335,051) (328,312)(354,052) (328,312)
Net investments in real estate1,902,350
 1,946,720
1,962,426
 1,946,720
Cash and cash equivalents104,939
 144,148
70,750
 144,148
Accounts receivable and other assets, net142,255
 143,935
140,593
 143,935
Total assets (a)
$2,149,544
 $2,234,803
$2,173,769
 $2,234,803
Liabilities and Equity      
Non-recourse secured debt, net$1,183,382
 $1,201,913
$1,207,475
 $1,201,913
Accounts payable, accrued expenses and other liabilities141,899
 147,098
144,779
 147,098
Due to affiliates9,486
 11,376
10,190
 11,376
Distributions payable22,844
 22,745
8,809
 22,745
Total liabilities (a)
1,357,611
 1,383,132
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; 117,627,430 and 117,179,578 shares, respectively, issued and outstanding117
 117
Class C common stock, $0.001 par value; 80,000,000 shares authorized; 32,263,611 and 32,238,513 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 capital1,323,827
 1,319,584
1,331,025
 1,319,584
Distributions and accumulated losses(508,253) (470,326)(518,253) (470,326)
Accumulated other comprehensive loss(79,912) (56,535)(69,946) (56,535)
Total stockholders’ equity735,811
 792,872
742,976
 792,872
Noncontrolling interests56,122
 58,799
59,540
 58,799
Total equity791,933
 851,671
802,516
 851,671
Total liabilities and equity$2,149,544
 $2,234,803
$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 3/31/6/30/2020 10-Q3



CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020
20192020
2019 2020 2019
Revenues          
Lease revenues — net-leased$22,361
 $30,914
$26,167
 $30,109
 $48,528
 $61,023
Lease revenues — operating real estate17,943
 17,265
16,508
 17,297
 34,451
 34,562
Other operating and interest income2,576
 2,115
1,253
 1,621
 3,829
 3,736
42,880

50,294
43,928

49,027
 86,808
 99,321
Operating Expenses          
Depreciation and amortization14,530
 15,372
14,660
 17,180
 29,190
 32,552
Operating real estate expenses6,724
 6,466
6,540
 6,615
 13,264
 13,081
Property expenses, excluding reimbursable tenant costs5,084
 4,651
3,958
 4,896
 9,042
 9,547
Allowance for credit losses4,865
 
Reimbursable tenant costs3,128
 4,024
3,468
 3,230
 6,596
 7,254
General and administrative1,897
 1,759
1,956
 2,100
 3,853
 3,859
Allowance for credit losses
 
 4,865
 
36,228
 32,272
30,582
 34,021
 66,810
 66,293
Other Income and Expenses          
Interest expense(10,489) (12,357)(10,354) (12,044) (20,843) (24,401)
Other gains and (losses)(2,072) 172
1,064
 1,302
 (1,008) 1,474
Equity in losses of equity method investment in real estate(54) (648)(159) (603) (213) (1,251)
Gain on sale of real estate, net
 15,408

 650
 
 16,058
(12,615) 2,575
(9,449) (10,695) (22,064) (8,120)
(Loss) income before income taxes(5,963) 20,597
Benefit from (provision for) income taxes394
 (924)
Net (Loss) Income(5,569) 19,673
Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $1,916 and $1,848, respectively)(2,611) (4,846)
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 $3,953, respectively)(3,530) (2,100) (6,141) (6,946)
Net (Loss) Income Attributable to CPA:18 – Global$(8,180)
$14,827
$(1,191)
$3,078
 $(9,371) $17,905
Class A Common Stock          
Net (loss) income attributable to CPA:18 – Global$(6,398) $11,654
$(922) $2,442
 $(7,321) $14,095
Basic and diluted weighted-average shares outstanding117,968,262
 115,497,094
118,482,095
 116,210,773
 118,225,178
 115,855,895
Basic and diluted (loss) earnings per share$(0.05) $0.10
$(0.01) $0.02
 $(0.06) $0.12
Class C Common Stock          
Net (loss) income attributable to CPA:18 – Global$(1,782) $3,173
$(269) $636
 $(2,050) $3,810
Basic and diluted weighted-average shares outstanding32,445,640
 31,879,027
32,493,253
 32,058,663
 32,469,447
 31,969,341
Basic and diluted (loss) earnings per share$(0.05) $0.10
$(0.01) $0.02
 $(0.06) $0.12


See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 3/31/6/30/2020 10-Q4



CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) INCOME (UNAUDITED)
(in thousands)
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net (Loss) Income$(5,569) $19,673
Other Comprehensive Loss   
Net Income (Loss)$2,339
 $5,178
 $(3,230) $24,851
Other Comprehensive Income (Loss)       
Foreign currency translation adjustments(24,082) (4,242)12,306
 3,658
 (11,776) (584)
Unrealized loss on derivative instruments(1,823) (238)(944) (1,971) (2,767) (2,209)
(25,905) (4,480)11,362
 1,687
 (14,543) (2,793)
Comprehensive (Loss) Income(31,474) 15,193
Comprehensive Income (Loss)13,701
 6,865
 (17,773) 22,058
          
Amounts Attributable to Noncontrolling Interests          
Net income(2,611) (4,846)(3,530) (2,100) (6,141) (6,946)
Foreign currency translation adjustments2,525
 158
(1,396) (331) 1,129
 (173)
Unrealized loss on derivative instruments3
 

 
 3
 
Comprehensive income attributable to noncontrolling interests(83) (4,688)(4,926) (2,431) (5,009) (7,119)
Comprehensive (Loss) Income Attributable to CPA:18 – Global$(31,557) $10,505
Comprehensive Income (Loss) Attributable to CPA:18 – Global$8,775
 $4,434
 $(22,782) $14,939
 
See Notes to Condensed Consolidated Financial Statements.





CPA:18 – Global 3/31/6/30/2020 10-Q5



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 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)
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 issued966,298
 1
 290,887
 
 10,938
     10,939
 
 10,939
937,611
 1
 289,651
 
 10,933
     10,934
   10,934
Shares issued to affiliate169,045
 
     1,481
     1,481
 
 1,481
288,652
 1
     2,502
     2,503
   2,503
Contributions from noncontrolling interests              
 595
 595
Distributions to noncontrolling interests              
 (3,355) (3,355)              
 (1,508) (1,508)
Distributions declared ($0.1563 and $0.1382 per share to Class A and Class C, respectively)          (22,844)   (22,844)   (22,844)
Net (loss) income          (8,180)   (8,180) 2,611
 (5,569)
Other comprehensive loss:              
   
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            (21,557) (21,557) (2,525) (24,082)            10,910
 10,910
 1,396
 12,306
Unrealized loss on derivative instruments            (1,820) (1,820) (3) (1,823)            (944) (944)   (944)
Repurchase of shares(687,491) (1) (265,789) 
 (8,176)     (8,177)   (8,177)(593,833) (1) (183,659) 
 (6,237)     (6,238)   (6,238)
Balance at March 31, 2020117,627,430
 $117
 32,263,611
 $32
 $1,323,827
 $(508,253) $(79,912) $735,811
 $56,122
 $791,933
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
Cumulative-effect adjustment for the adoption of ASU 2016-02, Leases (Topic 842)          (1,108)   (1,108)   (1,108)
Balance at April 1, 2019115,444,107
 $115
 31,840,141
 $32
 $1,300,223
 $(420,161) $(54,915) $825,294
 $65,258
 $890,552
Shares issued965,197
 1
 297,063
 
 11,018
     11,019
   11,019
959,968
 1
 294,171
 
 10,949
     10,950
   10,950
Shares issued to affiliate220,238
 
     1,922
     1,922
   1,922
164,709
 
     1,438
     1,438
   1,438
Contributions from noncontrolling interests              
 2,520
 2,520
Distributions to noncontrolling interests              
 (8,943) (8,943)              
 (4,605) (4,605)
Distributions declared ($0.1563 and $0.1373 per share to Class A and Class C, respectively)          (22,416)   (22,416)   (22,416)
Distributions declared ($0.1563 and $0.1376 per share to Class A and Class C, respectively)          (22,539)   (22,539)   (22,539)
Net income          14,827
   14,827
 4,846
 19,673
          3,078
   3,078
 2,100
 5,178
Other comprehensive loss:              
   
Other comprehensive income:                   
Foreign currency translation adjustments            (4,084) (4,084) (158) (4,242)            3,327
 3,327
 331
 3,658
Unrealized loss on derivative instruments            (238) (238)   (238)            (1,971) (1,971)   (1,971)
Repurchase of shares(330,661) 
 (98,187) 
 (3,605)     (3,605)   (3,605)(535,456) (1) (131,698) 
 (5,687)     (5,688)   (5,688)
Balance at March 31, 2019115,444,107
 $115
 31,840,141
 $32
 $1,300,223
 $(420,161) $(54,915) $825,294
 $65,258
 $890,552
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



CPA:18 – Global 6/30/2020 10-Q6


CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(Continued)
(in thousands, except share and per share amounts)
 CPA:18 – Global Stockholders    
         Additional Paid-In Capital Distributions
and
Accumulated
Losses
 Accumulated
Other Comprehensive Loss
 Total CPA:18 – Global Stockholders Noncontrolling Interests  
 Common Stock       
 Class A Class C       
 Shares Amount Shares Amount      Total
Balance at January 1, 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
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
Shares issued to affiliate384,947
 
     3,360
     3,360
   3,360
Contributions from noncontrolling interests              
 2,520
 2,520
Distributions to noncontrolling interests              
 (13,548) (13,548)
Distributions declared ($0.3126 and $0.2749 per share to Class A and Class C, respectively)          (44,955)   (44,955)   (44,955)
Net income          17,905
   17,905
 6,946
 24,851
Other comprehensive loss:              
   
Unrealized loss on derivative instruments            (2,209) (2,209)   (2,209)
Foreign currency translation adjustments            (757) (757) 173
 (584)
Repurchase of shares(866,117) (1) (229,884) (1) (9,292)     (9,294)   (9,294)
Balance at June 30, 2019116,033,328
 $115
 32,002,614
 $32
 $1,306,923
 $(439,622) $(53,559) $813,889
 $63,084
 $876,973

See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 3/31/6/30/2020 10-Q67



CORPORATE PROPERTY ASSOCIATES 18 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended March 31,Six Months Ended June 30,
2020 20192020 2019
Cash Flows — Operating Activities
  
  
Net Cash Provided by Operating Activities$22,808
 $21,859
$38,924
 $42,029
Cash Flows — Investing Activities      
Funding for development projects(38,086) (32,408)(79,636) (57,639)
Value added taxes paid in connection with construction funding(3,641) (2,926)(5,514) (3,502)
Capital expenditures on real estate(3,057) (750)(4,269) (1,594)
Value added taxes refunded in connection with construction funding2,435
 2,096
Payment of deferred acquisition fees to an affiliate(1,488) (2,252)(1,897) (2,993)
Return of capital from equity investments1,134
 
1,134
 332
Capital contributions to equity investment(345) 
(731) (400)
Value added taxes refunded in connection with construction funding325
 1,006
Other investing activities, net215
 98
Proceeds from repayment of notes receivable
 35,954
Proceeds from sale of real estate
 16,404

 19,343
Proceeds from insurance settlements
 856
Net Cash Used in Investing Activities(45,158) (20,926)(88,263) (7,449)
Cash Flows — Financing Activities      
Distributions paid(45,589) (44,679)
Proceeds from mortgage financing25,126
 7,582
35,025
 25,133
Distributions paid(22,745) (22,264)
Proceeds from issuance of shares10,426
 10,487
20,866
 20,924
Repurchase of shares(8,177) (3,605)(14,413) (9,294)
Scheduled payments and prepayments of mortgage principal(7,529) (16,423)(9,485) (26,144)
Distributions to noncontrolling interests(3,355) (7,112)(4,863) (11,717)
Other financing activities, net(925) (624)
Contributions from noncontrolling interests595
 2,520
595
 2,520
Other financing activities, net(99) (716)
Net Cash Used in Financing Activities(5,758) (29,531)(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(3,388) (441)(2,042) (59)
Net decrease in cash and cash equivalents and restricted cash(31,496) (29,039)(70,170) (9,360)
Cash and cash equivalents and restricted cash, beginning of period163,398
 190,838
163,398
 190,838
Cash and cash equivalents and restricted cash, end of period$131,902
 $161,799
$93,228
 $181,478


See Notes to Condensed Consolidated Financial Statements.



CPA:18 – Global 3/31/6/30/2020 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, both domestically and internationally. In addition, our portfolio includes self-storage and student housing investments. We were formed in 2012 and are managed by W. P. Carey Inc. (“WPC”) through one of its subsidiaries (collectively our “Advisor”). As a REIT, we are not subject to U.S. federal income taxes on income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, among other factors. We earn revenue primarily by leasing the properties we own to single corporate tenants, predominantly on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. We derive self-storage revenue from rents received from customers who rent storage space primarily under month-to-month leases for personal or business use. We earn student housing revenue primarily from leases of one year or less with individual students. Revenue is subject to fluctuation due to the timing of new lease transactions, lease terminations, lease expirations, contractual rent adjustments, tenant defaults, sales of properties, and changes in foreign currency exchange rates.


Substantially all of our assets and liabilities are held by CPA:18 Limited Partnership (the “Operating Partnership”), and as of March 31,June 30, 2020 we owned 99.97% of general and limited partnership interests in the Operating Partnership. The remaining interest in the Operating Partnership is held by a subsidiary of WPC.


As of March 31,June 30, 2020, our net lease portfolio was comprised of full or partial ownership interests in 47 properties, substantially all of which were fully-occupied and triple-net leased to 65 tenants totaling 9.6 million square feet. The remainder of our portfolio was comprised of our full or partial ownership interests in 68 self-storage properties, 12 student housing development projects (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 operating properties and multi-family residential properties (our last multi-family residential property was sold in January 2019). In addition, we have an All Other category that includes our notes receivable investments, one of which was repaid during the second quarter of 2019. Our reportable business segments and All Other category are the same as our reporting units (Note 12).


We raised aggregate gross proceeds in our initial public offering of approximately $1.2 billion through April 2, 2015, which is the date we closed our offering. We have fully invested the proceeds from our initial public offering. In addition, from inception through March 31,June 30, 2020, $192.3$200.7 million and $55.1$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 3/31/6/30/2020 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, 2019, which are included in the 2019 Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire year.
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.


Basis of Consolidation


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


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


As of both March 31,June 30, 2020 and December 31, 2019, we considered 19 entities to be VIEs, 18 of which we consolidated as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in the condensed consolidated balance sheets (in thousands):
 June 30, 2020 December 31, 2019
Real estate — Land, buildings and improvements$351,709
 $359,886
Real estate under 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

 March 31, 2020 December 31, 2019
Real estate — Land, buildings and improvements$343,342
 $359,886
Real estate under construction267,044
 233,220
In-place lease intangible assets98,588
 101,198
Accumulated depreciation and amortization(79,634) (78,598)
Total assets661,082
 642,648
    
Non-recourse secured debt, net$287,069
 $276,124
Total liabilities342,183
 330,549


As of both March 31,June 30, 2020 and December 31, 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 March 31,June 30, 2020 and December 31, 2019, the net carrying amount of this equity investment was $13.2$13.8 million and $14.9 million, respectively, and our maximum exposure to loss in this entity is limited to our investment. 





CPA:18 – Global 3/31/6/30/2020 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)%

 March 31, 2020 December 31, 2019 Percent Change
British Pound Sterling$1.2360
 $1.3204
 (6.4)%
Euro1.0956
 1.1234
 (2.5)%
Norwegian Krone0.0952
 0.1139
 (16.4)%


Reclassifications


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


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


Revenue Recognition


Lease revenue (including straight-line lease revenue) is only recognized when deemed probable of collection. Collectibility is assessed for each tenant receivable using various criteria including credit ratings, guarantees, past collection issues, and the current economic and business environment affecting the tenant. If collectibility of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the threesix months ended March 31,June 30, 2020, we wrote off $7.0 million in straight-line rent receivables based on our current assessment of less than a 75% likelihood of collecting all remaining contractual rent on certain net lease hotels. Additionally, we did not recognize $3.0 million of rent that was not collected during the second quarter (as discussed in the COVID-19 section above).



CPA:18 – Global 6/30/2020 10-Q11


Notes to Condensed Consolidated Financial Statements (Unaudited)


Restricted Cash


The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows (in thousands):
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Cash and cash equivalents$104,939
 $144,148
$70,750
 $144,148
Restricted cash (a)
26,963
 19,250
22,478
 19,250
Total cash and cash equivalents and restricted cash$131,902
 $163,398
$93,228
 $163,398
__________
(a)Restricted cash is included within Accounts receivable and other assets, net on our condensed consolidated balance sheets.


Deferred Income Taxes


Our deferred tax liabilities were $42.9$45.6 million and $48.6 million at March 31,June 30, 2020 and December 31, 2019, respectively, and are included in Accounts payable, accrued expenses and other liabilities in the condensed consolidated financial statements. Our deferred tax assets, net of valuation allowances, were $1.5 million andwas $1.4 million at March 31,both June 30, 2020 and December 31, 2019, respectively, and are included in Accounts receivable and other assets, net in the condensed consolidated financial statements.


Recent Accounting Pronouncements


Pronouncements Adopted through March 31,as of June 30, 2020


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


CPA:18 – Global 3/31/2020 10-Q10


Notes to Condensed Consolidated Financial Statements (Unaudited)




We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective method, under which requires applying changes in reserves throughwe recorded a cumulative-effect adjustment to retained earnings. Upon adoption, we recordedas a net decrease incharge to retained earnings of $6.9 million, which is reflected within our condensed consolidated statement of equity.


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


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





CPA:18 – Global 3/31/6/30/2020 10-Q1112



Notes to Condensed Consolidated Financial Statements (Unaudited)




Note 3. Agreements and Transactions with Related Parties


Transactions with Our Advisor


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


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

Jointly Owned Investments and Other Transactions with our Affiliates


As of March 31,June 30, 2020, we owned interests ranging from 50% to 100% in jointly owned investments, with the remaining interests held by affiliates or by third parties. Since no other parties hold any rights that supersede our control, we consolidate all of these joint ventures, with the exception of our sole equity investment (Note 4), which we account for under the equity method of accounting.


The following tables present a summary of fees we paid, expenses we reimbursed, and distributions we made to our Advisor and other affiliates in accordance with the terms of the relevant agreements (in thousands):
 Three Months Ended June 30, Six Months Ended June 30,
 2020 2019 2020 2019
Amounts Included in the Condensed Consolidated Statements of Operations       
Asset management fees$2,878
 $2,859
 $5,880
 $5,727
Available Cash 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 March 31,
 2020 2019
Amounts Included in the Condensed Consolidated Statements of Operations   
Asset management fees$3,002
 $2,868
Available Cash Distributions1,916
 1,848
Personnel and overhead reimbursements725
 798
Interest expense on deferred acquisition fees and external joint venture loans123
 127
Disposition fees
 1,117
 $5,766
 $6,758
    
Acquisition Fees Capitalized   
    
Current acquisition fees$110
 $695
Deferred acquisition fees88
 555
Capitalized personnel and overhead reimbursements70
 89
 $268
 $1,339


The following table presents a summary of amounts included in Due to affiliates in the condensed consolidated financial statements (in thousands):
 June 30, 2020 December 31, 2019
Due to Affiliates   
External joint venture loans, accounts payable, and other (a)
$6,336
 $5,951
Deferred acquisition fees, including accrued 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)

 March 31, 2020 December 31, 2019
Due to Affiliates   
External joint venture loans, accounts payable, and other (a)
$5,360
 $5,951
Deferred acquisition fees, including accrued interest3,007
 4,456
Asset management fees payable1,001
 961
Current acquisition fees118
 8
 $9,486
 $11,376
___________
(a)Includes loans from our joint venture partners to the jointly owned investments that we consolidate. As of March 31,June 30, 2020 and December 31, 2019, loans due to our joint venture partners, including accrued interest, were $4.5$4.7 million and $4.6 million, respectively.



CPA:18 – Global 3/31/2020 10-Q12


Notes to Condensed Consolidated Financial Statements (Unaudited)



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.stock, at our board of directors’ election in consultation with our Advisor. For any portion of fees our Advisor receives in shares, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value per share (“NAV”) per Class A share, which was $8.94$8.29 as of DecemberMarch 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. Effective April 1, 2020, our Advisor electedagreed to receive all of theits asset management fees in shares of our Class A common stock. As of March 31,June 30, 2020, our Advisor owned 5,922,9286,211,580 shares, or 4.0%4.1%, of our outstanding Class A common stock. Asset management fees are included in Property expenses, excluding reimbursable tenant costs in the condensed consolidated financial statements.


Acquisition and Disposition Fees


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


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


Personnel and Overhead Reimbursements


Under the terms of the advisory agreement, our Advisor allocates a portion of its personnel and overhead expenses to us and the other entities that are managed by WPC and its affiliates, which as of March 31,June 30, 2020 included Carey Watermark Investors Incorporated, Carey Watermark Investors 2 Incorporated, and Carey European Student Housing Fund I L.P. (collectivelyL.P (WPC’s advisory agreements with us, the “Managed Programs”)Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated were terminated on April 13, 2020).



CPA:18 – Global 6/30/2020 10-Q14


Notes to Condensed Consolidated Financial Statements (Unaudited)


We reimburse our Advisor for the allocated costs of personnel and overhead in managing our day-to-day operations, including accounting services, stockholder services, corporate management, and property management and operations. In addition, we reimburse our Advisor for various expenses it incurs in the course of providing services to us. We reimburse certain third-party expenses paid by our Advisor on our behalf, including property-specific costs, professional fees, 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 2020 and 2019. Our Advisor allocates overhead expenses to us based upon the percentage that our full-time employee equivalents comprised of the Advisor’s total full-time employee equivalents. Costs related to our Advisor’s legal transactions group are based on a schedule of expenses relating to services performed for different types of transactions, such as financing, lease amendments, and dispositions, among other categories, 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 costs related to our Advisor’s legal transactions group if the costs relate to an asset acquisition or other transactions.



CPA:18 – Global 3/31/2020 10-Q13


Notes to Condensed Consolidated Financial Statements (Unaudited)



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


Available Cash Distributions


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


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


Real Estate Land, Buildings and Improvements


Real estate, which consists of land and buildings leased to others, which are subject to operating leases, is summarized as follows (in thousands):
 June 30, 2020 December 31, 2019
Land$193,353
 $196,693
Buildings and improvements992,285
 1,003,952
Less: Accumulated depreciation(148,173) (135,922)
 $1,037,465
 $1,064,723

 March 31, 2020 December 31, 2019
Land$185,556
 $196,693
Buildings and improvements972,941
 1,003,952
Less: Accumulated depreciation(138,269) (135,922)
 $1,020,228
 $1,064,723


The carrying value of our Real Estate — Land, buildings and improvements decreased by $41.9$19.4 million from December 31, 2019 to March 31,June 30, 2020, reflecting the impact of exchange rate fluctuations during the same period (Note 2).


Depreciation expense, including the effect of foreign currency translation, on our real estate was $7.1$7.3 million and $7.5$7.4 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $14.4 million and $14.9 million for the six months ended June 30, 2020 and 2019, respectively.



CPA:18 – Global 6/30/2020 10-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 are as follows (in thousands):
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Lease revenues — net-leased          
Lease income — fixed (a)
$17,622
 $25,387
$21,462
 $25,414
 $39,083
 $50,801
Lease income — variable (b)
3,785
 4,561
4,095
 3,757
 7,877
 8,318
Total operating lease income (c)
$21,407
 $29,948
$25,557
 $29,171
 $46,960
 $59,119
          
Lease revenues — operating real estate          
Lease income — fixed$17,302
 $16,641
$16,013
 $16,639
 $33,315
 $33,280
Lease income — variable (d)
641
 624
495
 658
 1,136
 1,282
Total operating lease income$17,943
 $17,265
$16,508
 $17,297
 $34,451
 $34,562
___________


CPA:18 – Global 3/31/2020 10-Q14


Notes to Condensed Consolidated Financial Statements (Unaudited)


(a)
Amount for the threeThe six months ended March 31,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 hotelshotels. For both the three and six months ended June 30, 2020, approximately $2.6 million of rent for these properties was not collected, and thus not recognized (Note 2).
(b)Includes (i) rent increases based on changes in the Consumer Price Index (“CPI”) and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.
(c)
Excludes $1.0 million of interest income from direct financing leases of $0.6 million and $0.9 million for both the three months ended March 31,June 30, 2020 and 2019, respectively, and $1.6 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively (Note 5). Approximately $0.4 million of rent for one of our tenants was not collected during the three and six months ended June 30, 2020, and thus not recognized (Note 2). Interest income from direct financing leases that is included in Lease revenues — net-leased in the condensed consolidated statements of operations.
(d)Primarily comprised of late fees and administrative fees revenues.


Operating Real Estate Land, Buildings and Improvements
 
Operating real estate, which consists of our self-storage and student housing properties, is summarized as follows (in thousands):CPA:18 – Global 6/30/2020 10-Q16


Notes to Condensed Consolidated Financial Statements (Unaudited)

 March 31, 2020 December 31, 2019
Land$77,704
 $78,240
Buildings and improvements427,622
 434,245
Less: Accumulated depreciation(60,743) (57,237)
 $444,583
 $455,248

The carrying value of our Operating real estate — land, buildings and improvements decreased by $7.2 million from December 31, 2019 to March 31, 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 March 31, 2020 and 2019.


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

 Three Months Ended March 31, 2020
Beginning balance$235,751
Capitalized funds38,569
Foreign currency translation adjustments(5,217)
Placed into service(4,062)
Capitalized interest2,003
Ending balance$267,044


Capitalized Funds


During the threesix months ended March 31,June 30, 2020, total capitalized funds primarily related to construction draws for our student housing development projects, and includes accrued costs of $2.5$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 $2.0$4.2 million during the threesix months ended March 31,June 30, 2020, which is a non-cash investing activity.


Ending Balance


As of March 31,June 30, 2020, we had 12 openongoing student housing development projects, with aggregate unfunded commitments of approximately $237.0$229.7 million, excluding capitalized interest, accrued costs, and capitalized acquisition fees for our Advisor.



CPA:18 – Global 3/31/2020 10-Q15


Notes to Condensed Consolidated Financial Statements (Unaudited)



Ghana Settlement Update


During the threesix months ended March 31,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 threesix months ended March 31,June 30, 2020, which is included within Other gains and (losses) on our condensed consolidated statements of operations.


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

Equity Investment in Real Estate


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



CPA:18 – Global 6/30/2020 10-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 three3 self-storage facilities in Canada. This entity was jointly owned with a third party, which is also the general partner of the joint venture. Our ownership and economic interest in the joint venture is 100%. We continue to not consolidate this entity because we are not the primary beneficiary due to shared decision making with the general partner and the nature of our involvement in the activities, which allows us to exercise significant influence, but does not give us power over decisions that significantly affect the economic performance of the entity.


As of March 31,June 30, 2020 and December 31, 2019, our total equity investment balance for these self-storage properties was $13.2$13.8 million and $14.9 million, respectively, which is included in Accounts receivable and other assets, net in the condensed consolidated financial statements. As of March 31,June 30, 2020 and December 31, 2019, the joint venture had total third-party recourse debt of $29.3$30.3 million and $32.2 million, respectively.


Equity Investment Debt Covenants

At June 30, 2020, we were in breach of debt yield covenants on loans for 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 the date of this Report, the lender has not requested any principal reduction payments be made.

Note 5. Finance Receivables


Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our notes receivable (which are included in Accounts receivable and other assets, net in the condensed consolidated financial statements) and our Net investments in direct financing leases (net of allowance for credit losses). Operating leases are not included in finance receivables.


Notes Receivable


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


Interest income from our notes receivablereceivables was $0.7 million and $1.8$0.8 million for the three months ended March 31,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 3/31/6/30/2020 10-Q1618



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
 March 31, 2020 December 31, 2019
Lease payments receivable$54,419
 $55,278
Unguaranteed residual value39,401
 39,401
 93,820
 94,679
Less: unearned income(51,714) (52,625)
Less: allowance for credit losses (a)
(11,768) 
 $30,338
 $42,054

___________
(a)
Upon our adoption of ASU 2016-13 on January 1, 2020, we applied changes in loss reserves through a cumulative-effect adjustment to retained earnings totaling $6.9 million (Note 2). In addition, during the threesix months ended March 31,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 $1.0$0.6 million and $0.9 million for both the three months ended March 31,June 30, 2020 and 2019, respectively, and $1.6 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively, and is included in Lease revenues — net-leased in our condensed consolidated statements of operations.


Credit Quality of Finance Receivables


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


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


A summary of our finance receivables by internal credit quality rating is as follows (dollars in thousands):
  Number of Tenants/Obligors at Carrying Value at
Internal Credit Quality Indicator June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019
1 – 3 3 4 $16,956
 $45,457
4 2 1 41,436
 24,597
5   
 
  0   $58,392
 $70,054

  Number of Tenants/Obligors at Carrying Value at
Internal Credit Quality Indicator March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019
1 – 3 4 4 $44,964
 $45,457
4 1 1 13,374
 24,597
5   
 
  0   $58,338
 $70,054


Note 6. Intangible Assets and Liabilities


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


Goodwill is included in our Net Lease segment and included in Accounts receivable and other assets, net in the condensed consolidated financial statements. As a result of foreign currency translation adjustments, goodwill decreased from $26.0 million as of December 31, 2019 to $23.2$24.4 million as of March 31,June 30, 2020.





CPA:18 – Global 3/31/6/30/2020 10-Q1719



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)

   March 31, 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 $232,546
 $(131,852) $100,694
 $238,771
 $(131,012) $107,759
Above-market rent7 – 30 9,929
 (4,187) 5,742
 10,257
 (4,141) 6,116
   242,475
 (136,039) 106,436
 249,028
 (135,153) 113,875
Indefinite-Lived Intangible Assets             
Goodwill  23,179
 
 23,179
 26,024
 
 26,024
Total intangible assets  $265,654
 $(136,039) $129,615
 $275,052
 $(135,153) $139,899
              
Finite-Lived Intangible Liabilities             
Below-market rent6 – 30 $(14,930) $6,875
 $(8,055) $(14,974) $6,627
 $(8,347)
Total intangible liabilities  $(14,930) $6,875
 $(8,055) $(14,974) $6,627
 $(8,347)


Net amortization of intangibles, including the effect of foreign currency translation, was $3.5 million and $3.9$5.9 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $7.0 million and $9.9 million for the six months ended June 30, 2020, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Rental income; and amortization of in-place lease intangibles is included in Depreciation and amortization expense.on our condensed consolidated statements of operations.


Note 7. Fair Value Measurements
 
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, foreign currency forward contracts and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.


Items Measured at Fair Value on a Recurring Basis


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


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


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




CPA:18 – Global 3/31/6/30/2020 10-Q1820



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 March 31,June 30, 2020 and 2019. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our condensed consolidated financial statements.
 
Our other financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):
  March 31, 2020 December 31, 2019  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 $1,183,382
 $1,196,712
 $1,201,913
 $1,239,004
3 $1,207,475
 $1,228,468
 $1,201,913
 $1,239,004
Notes receivable (c)
3 28,000
 30,300
 28,000
 30,300
3 28,000
 30,300
 28,000
 30,300
___________
(a)
As of March 31,June 30, 2020 and December 31, 2019, the carrying value of Non-recourse secured debt, net includes unamortized deferred financing costs of $6.2$6.0 million and $5.8 million, respectively, and unamortized premium, net of $1.3$2.0 million and $2.1 million, respectively (Note 9).
(b)We determined the estimated fair value of our Non-recourse secured debt, net using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates take into account interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.
(c)We determined the estimated fair value of our Notes receivable using a discounted cash flow model with rates that take into account the credit of the tenant/obligor, order of payment tranches, and interest rate risk. We also considered the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant/obligor, the time until maturity, and the current market interest rate.


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


Note 8. Risk Management and Use of Derivative Financial Instruments
 
Risk Management
 
In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other investments due to changes in interest rates or other market factors. We own international investments, primarily in Europe, and are subject to risks associated with fluctuating foreign currency exchange rates.
 
Derivative Financial Instruments
 
There have been no significant changes in our derivative financial instrument policies from what was disclosed in the 2019 Annual Report. As of both March 31,June 30, 2020 and December 31, 2019, no0 cash collateral had been posted or received for any of our derivative positions.





CPA:18 – Global 3/31/6/30/2020 10-Q1921



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
 March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019  June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019
Foreign currency collars Accounts receivable and other assets, net $2,518
 $1,444
 $
 $
 Accounts receivable and other assets, net $1,795
 $1,444
 $
 $
Foreign currency forward contracts Accounts receivable and other assets, net 654
 861
 
 
 Accounts receivable and other assets, net 368
 861
 
 
Interest rate caps Accounts receivable and other assets, net 37
 116
 
 
 Accounts receivable and other assets, net 32
 116
 
 
Interest rate swaps Accounts receivable and other assets, net 
 53
 
 
 Accounts receivable and other assets, net 
 53
 
 
Interest rate swaps Accounts payable, accrued expenses and other liabilities 
 
 (4,555) (1,991) Accounts payable, accrued expenses and other liabilities 
 
 (4,588) (1,991)
 3,209
 2,474
 (4,555) (1,991) 2,195
 2,474
 (4,588) (1,991)
Derivatives Not Designated as Hedging Instruments                
Interest rate swap Accounts payable, accrued expenses and other liabilities 
 
 (37) (48) Accounts payable, accrued expenses and other liabilities 
 
 (34) (48)
 
 
 (37) (48) 
 
 (34) (48)
Total derivatives $3,209
 $2,474
 $(4,592) $(2,039) $2,195
 $2,474
 $(4,622) $(2,039)


The following tables present the impact of our derivative instruments in the condensed consolidated financial statements (in thousands):
  Amount of Loss Recognized on Derivatives in Other Comprehensive Income (Loss)
  Three Months Ended June 30, Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships  2020 2019 2020 2019
Foreign currency collars $(640) $(84) $500
 $721
Foreign currency forward contracts (286) (361) (493) (518)
Interest rate swaps (33) (1,528) (2,650) (2,415)
Interest rate caps 15
 2
 (124) 3
Derivatives in Net Investment Hedging Relationship (a)
        
Foreign currency collars (20) (19) 129
 (18)
Foreign currency forward contracts 
 15
 
 15
Total $(964) $(1,975) $(2,638) $(2,212)
  Amount of Loss Recognized on Derivatives in Other Comprehensive Loss
  Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships  2020 2019
Interest rate swaps $(2,617) $(887)
Foreign currency collars 1,140
 805
Foreign currency forward contracts (207) (157)
Interest rate caps (139) 1
Derivatives in Net Investment Hedging Relationship (a)
    
Foreign currency collars 149
 1
Total $(1,674) $(237)

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

    Amount of Gain on Derivatives Reclassified from Other Comprehensive Loss into Income
Derivatives in Cash Flow Hedging Relationships  Location of Gain (Loss) Recognized in Income Three Months Ended March 31,
  2020 2019
Foreign currency forward contracts Other gains and (losses) $278
 $346
Interest rate swaps Interest expense (179) 27
Foreign currency collars Other gains and (losses) 119
 11
Interest rate caps Interest expense (17) (3)
Total   $201
 $381




CPA:18 – Global 3/31/6/30/2020 10-Q2022



Notes to Condensed Consolidated Financial Statements (Unaudited)




    Amount of Gain on Derivatives Reclassified from Other Comprehensive Income (Loss) into Income
Derivatives in Cash Flow Hedging Relationships  Location of Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30,
  2020 2019 2020 2019
Interest rate swaps Interest expense $(434) $22
 $(613) $49
Foreign currency forward contracts Other gains and (losses) 264
 338
 542
 684
Foreign currency collars Other gains and (losses) 235
 39
 355
 50
Interest rate caps Interest expense (20) (3) (37) (6)
Total   $45
 $396
 $247
 $777


Amounts reported in Other comprehensive lossincome (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 lossincome (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 March 31,June 30, 2020, we estimated that an additional $1.9$2.0 million and $1.6$1.2 million will be reclassified as Interest expense and Other gains and (losses), respectively, during the next 12 months.


The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (in thousands):
 Amount of Gain on Derivatives Recognized in Income 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 March 31, Location of Gain (Loss) Recognized in Income Three Months Ended June 30, Six Months Ended June 30,
 2020 2019  2020 2019 2020 2019
Foreign currency collars Other gains and (losses) $81
 $118
 Other gains and (losses) $(90) $(5) $(9) $113
Interest rate swap Interest expense 8
 
 Interest expense 3
 
 11
 
Foreign currency forward contracts Other gains and (losses) 7
 
 Other gains and (losses) 
 
 7
 
Derivatives in Cash Flow Hedging Relationships            
Interest rate swaps Interest expense 179
 (1) Interest expense 434
 13
 613
 12
Foreign currency collars Other gains and (losses) 
 7
 Other gains and (losses) 
 
 
 7
Total $275
 $124
 $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 March 31,June 30, 2020 are summarized as follows (currency in thousands):
Interest Rate Derivatives Number of Instruments Notional
Amount
 
Fair Value at
June 30, 2020 (a)
Interest rate swaps 10 97,376
USD $(4,588)
Interest rate caps 2 59,000
GBP 19
Interest rate cap 1 12,975
EUR 13
Derivatives Not Designated as Hedging Instruments       
Interest rate swap (b)
 1 9,063
EUR (34)
       $(4,590)
Interest Rate Derivatives Number of Instruments Notional
Amount
 
Fair Value at
March 31, 2020 (a)
Interest rate swaps 9 92,008
USD $(4,555)
Interest rate cap 1 12,975
EUR 20
Interest rate caps 2 59,000
GBP 17
Interest rate cap 1 5,700
USD 
Derivatives Not Designated as Hedging Instruments       
Interest rate swap (b)
 1 9,183
EUR (37)
       $(4,555)

___________
(a)Fair value amount is based on the exchange rate of the respective currencies as of March 31,June 30, 2020, as applicable.
(b)This interest rate swap does not qualify for hedge accounting; however, it does protect against fluctuations in interest rates related to the underlying variable-rate debt.



CPA:18 – Global 3/31/2020 10-Q21


Notes to Condensed Consolidated Financial Statements (Unaudited)



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


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


The following table presents the foreign currency derivative contracts we had outstanding and their designations as of March 31,June 30, 2020 (currency in thousands):
Foreign Currency Derivatives Number of Instruments Notional
Amount
 Fair Value at
June 30, 2020
Designated as Cash Flow Hedging Instruments       
Foreign currency collars 17 13,902
EUR $1,305
Foreign currency collars 14 25,130
NOK 457
Foreign currency forward contracts 3 1,240
EUR 368
Designated as Net Investment Hedging Instruments       
Foreign currency collar 1 2,500
NOK 33
       $2,163

Foreign Currency Derivatives Number of Instruments Notional
Amount
 Fair Value at
March 31, 2020
Designated as Cash Flow Hedging Instruments       
Foreign currency collars 20 17,152
EUR $1,665
Foreign currency collars 16 30,660
NOK 801
Foreign currency forward contracts 5 2,006
EUR 654
Designated as Net Investment Hedging Instruments       
Foreign currency collar 1 2,500
NOK 52
       $3,172


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 March 31,June 30, 2020. At March 31,June 30, 2020, our total credit exposure was $2.4$1.6 million and the maximum exposure to any single counterparty was $1.2$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 March 31,June 30, 2020, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $4.7$4.8 million and $2.1 million as of March 31,June 30, 2020 and December 31, 2019, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions as of March 31,June 30, 2020 or December 31, 2019, we could have been required to settle our obligations under these agreements at their aggregate termination value of $5.0$5.1 million and $2.2 million, respectively.


Note 9. Non-Recourse Secured Debt, Net


Non-recourse secured debt, net is collateralized by the assignment of real estate properties. As of March 31,June 30, 2020, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse secured debt were 4.0%3.9% and 3.7%3.4%, respectively, with maturity dates ranging from 2020 to 2039.



CPA:18 – Global 3/31/2020 10-Q22


Notes to Condensed Consolidated Financial Statements (Unaudited)



Financing Activity During 2020


On March 13, 2020, we obtained a construction loan of $22.5 million (amount based on the exchange rate of the euro at the date of the loan) for a student housing development project in Barcelona, Spain. The loan is comprised of four tranches with a weighted average variable interest rate of 2.1% as of March 31, 2020. Interest only payments are due on outstanding draws through its scheduled maturity date of December 2023. A totalAs part of obtaining the loan, initial drawdowns of $16.8 million was drawn on the loan aswere made with a weighted average variable interest rate of March 31, 2020.2.1%.


Scheduled Debt Principal Payments
 
Scheduled debt principal payments during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter are as follows (in thousands):
Years Ending December 31, Total
2020 (remainder) $86,112
2021 126,675
2022 188,571
2023 214,327
2024 198,798
Thereafter through 2039 397,013
Total principal payments 1,211,496
Unamortized deferred financing costs (6,032)
Unamortized premium, net 2,011
Total $1,207,475

Years Ending December 31, Total
2020 (remainder) $59,686
2021 151,979
2022 189,208
2023 203,916
2024 198,335
Thereafter through 2039 385,187
Total principal payments 1,188,311
Unamortized deferred financing costs (6,244)
Unamortized premium, net 1,315
Total $1,183,382


Certain amounts in the table above are based on the applicable foreign currency exchange rate at March 31,June 30, 2020.


The carrying value of our Non-recourse secured debt, net decreased by $35.7$20.1 million in the aggregate from December 31, 2019 to March 31,June 30, 2020, reflecting the impact of exchange rate fluctuations during the same period (Note 2).


Covenants


Our non-recourse mortgage loan agreements include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. We were in compliance with all of these non-recourse mortgage loan covenants at March 31,June 30, 2020.


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


CPA:18 – Global 6/30/2020 10-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 March 31,June 30, 2020,, we were not involved in any additional material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our condensed consolidated financial statements of operations or results of operations.


See Note 4 for unfunded construction commitments.




CPA:18 – Global 3/31/2020 10-Q23


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 March 31,
 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 stock117,968,262
 $(6,398) $(0.05) 115,497,094
 $11,654
 $0.10
Class C common stock32,445,640
 (1,782) (0.05) 31,879,027
 3,173
 0.10
Net (loss) income attributable to CPA:18 – Global  $(8,180)     $14,827
  


 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
  


The allocation of Net (loss) income attributable to CPA:18 – Global is calculated based on the basic and diluted weighted-average shares outstanding for Class A and Class C common stock for each respective period. The Class C common stock allocation includes interest expense related to the accretion of interest on the annual distribution and shareholder servicing fee liability of less than $0.1 million for both the three and six months ended March 31,June 30, 2020 and March 31, 2019 respectively (Note 3).


Distributions


For the three months ended March 31,June 30, 2020, our board of directors declared quarterly distributions of $0.1563$0.0625 per share for our Class A common stock and $0.1382and $0.0438 per share for our Class C common stock, which were paid on AprilJuly 15, 2020 to stockholders of record on March 31,June 30, 2020, in the amount of $22.8$8.8 million.


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


CPA:18 – Global 6/30/2020 10-Q26


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 March 31, 2020Three 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$138
 $(56,673) $(56,535)$(1,685) $(78,227) $(79,912)
Other comprehensive loss before reclassifications(1,622) (24,082) (25,704)
Other comprehensive income before reclassifications(899) 12,306
 11,407
Amounts reclassified from accumulated other comprehensive loss to:          
Other gains and (losses)(397) 
 (397)(499) 
 (499)
Interest expense196
 
 196
454
 
 454
Net current-period other comprehensive loss(1,823) (24,082) (25,905)
Net current-period other comprehensive loss attributable to noncontrolling interests
 2,528
 2,528
Net current-period other comprehensive income(944) 12,306
 11,362
Net current-period other comprehensive income attributable to noncontrolling interests
 (1,396) (1,396)
Ending balance$(1,685) $(78,227) $(79,912)$(2,629) $(67,317) $(69,946)




 Three Months Ended June 30, 2019
 Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Total
Beginning balance$1,977
 $(56,892) $(54,915)
Other comprehensive income before reclassifications(1,575) 3,658
 2,083
Amounts reclassified from accumulated other comprehensive loss to:     
Other gains and (losses)(377) 
 (377)
Interest expense(19) 
 (19)
Net current-period other comprehensive income(1,971) 3,658
 1,687
Net current-period other comprehensive income attributable to noncontrolling interests
 (331) (331)
Ending balance$6
 $(53,565) $(53,559)


CPA:18 – Global 3/31/6/30/2020 10-Q2427



Notes to Condensed Consolidated Financial Statements (Unaudited)




Three Months Ended March 31, 2019Six 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$2,215
 $(52,808) $(50,593)$138
 $(56,673) $(56,535)
Other comprehensive loss before reclassifications143
 (4,242) (4,099)(2,520) (11,776) (14,296)
Amounts reclassified from accumulated other comprehensive loss to:          
Other gains and (losses)(357) 
 (357)(897) 
 (897)
Interest expense(24) 
 (24)650
 
 650
Net current-period other comprehensive loss(238) (4,242) (4,480)(2,767) (11,776) (14,543)
Net current-period other comprehensive loss attributable to noncontrolling interests
 158
 158

 1,132
 1,132
Ending balance$1,977
 $(56,892) $(54,915)$(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 lossincome (loss) for the periods presented.





CPA:18 – Global 3/31/6/30/2020 10-Q2528



Notes to Condensed Consolidated Financial Statements (Unaudited)




Note 12. Segment Reporting


We operate in three reportable business segments: Net Lease, Self Storage, and Other Operating Properties. Our Net Lease segment includes our investments in net-leased properties, whether they are accounted for as operating leases or direct financing leases. Our Self Storage segment is comprised of our investments in self-storage properties. Our Other Operating Properties segment is primarily comprised of our investments in student housing operating properties and multi-family residential properties (our last multi-family residential property was sold in January 2019). In addition, we have an All Other category that includes our notes receivable investments, one of which was repaid during the second quarter of 2019. The following tables present a summary of comparative results and assets for these business segments (in thousands):
 Three Months Ended June 30, Six Months Ended June 30,
 2020 2019 2020 2019
Net Lease       
Revenues (a)
$26,538
 $30,731
 $50,605
 $61,723
Operating expenses (b)
(15,421) (18,638) (36,023) (35,949)
Interest expense(6,743) (8,694) (13,601) (17,430)
Other gains and (losses)224
 503
 (3,216) 546
Gain on sale of real estate, net
 650
 
 1,547
(Provision for) benefit from income taxes(1,341) 1,366
 (702) 1,006
Net income attributable to noncontrolling interests(1,526) (45) (2,226) (254)
Net income (loss) attributable to CPA:18 – Global$1,731
 $5,873
 $(5,163) $11,189
Self Storage       
Revenues$14,670
 $15,167
 $30,026
 $30,006
Operating expenses(9,080) (8,872) (18,175) (17,617)
Interest expense(3,374) (3,450) (6,730) (6,876)
Other gains and (losses) (c)
(155) (607) (209) (1,275)
Provision for income taxes(17) (11) (48) (44)
Net income attributable to CPA:18 – Global$2,044
 $2,227
 $4,864
 $4,194
Other Operating Properties       
Revenues$2,010
 $2,307
 $4,757
 $4,929
Operating expenses(1,324) (1,544) (2,809) (3,178)
Interest expense(192) 166
 (444) 46
Other gains and (losses)4
 (5) 19
 (44)
Gain on sale of real estate, net
 
 
 14,514
Benefit from (provision for) income 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 March 31,
 2020 2019
Net Lease   
Revenues (a)
$24,067
 $30,992
Operating expenses (b)
(20,602) (17,311)
Interest expense(6,858) (8,736)
Other gains and (losses)(3,440) 43
Gain on sale of real estate, net
 897
Benefit from (provision for) income taxes639
 (360)
Net income attributable to noncontrolling interests(700) (209)
Net (loss) income attributable to CPA:18 – Global$(6,894) $5,316
Self Storage   
Revenues$15,356
 $14,839
Operating expenses(9,095) (8,745)
Interest expense(3,356) (3,426)
Other gains and (losses) (c)
(54) (668)
Provision for income taxes(31) (33)
Net income attributable to CPA:18 – Global$2,820
 $1,967
Other Operating Properties   
Revenues$2,747
 $2,622
Operating expenses(1,485) (1,634)
Interest expense(252) (120)
Other gains and (losses)15
 (39)
Gain on sale of real estate, net
 14,514
Benefit from (provision for) income taxes14
 (23)
Net loss (income) attributable to noncontrolling interests5
 (2,789)
Net income attributable to CPA:18 – Global$1,044
 $12,531
All Other (d)
   
Revenues$710
 $1,833
Operating expenses
 (1)
Net income attributable to CPA:18 – Global$710
 $1,832
Corporate   
Unallocated Corporate Overhead (e)
$(3,944) $(4,971)
Net income attributable to noncontrolling interests — Available Cash Distributions$(1,916) $(1,848)
Total Company   
Revenues$42,880
 $50,294
Operating expenses (b)
(36,228) (32,272)
Interest expense(10,489) (12,357)
Other gains and (losses) (c)
(2,126) (476)
Gain on sale of real estate, net
 15,408
Benefit from (provision for) income taxes394
 (924)
Net income attributable to noncontrolling interests(2,611) (4,846)
Net (loss) income attributable to CPA:18 – Global$(8,180) $14,827



CPA:18 – Global 3/31/6/30/2020 10-Q2629



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
 March 31, 2020 December 31, 2019
Net Lease$1,463,826
 $1,517,659
Self Storage365,907
 369,883
Other Operating Properties215,628
 213,692
Corporate76,018
 105,407
All Other28,165
 28,162
Total Company$2,149,544
 $2,234,803

__________
(a)
The three months ended March 31,June 30, 2020 and 2019 includes straight-line rent amortization of $0.7$0.3 million and $0.9$0.8 million, respectively, and $1.0 million and $1.7 million for the six months ended June 30, 2020 and 2019, respectively. The threesix months ended March 31,June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2). Straight-line lease revenue is only recognized when deemed probable of collection, and is included within Lease revenues — net-leased within our condensed consolidated financial statements. For both the three and six months ended June 30, 2020, approximately $3.0 million of rent was not collected relating to the second quarter of 2020, which reduced lease revenues (Note 2).
(b)
The threesix months ended March 31,June 30, 2020 includes an allowance for credit losslosses of $4.9 million, in connectionaccordance with our adoption of ASU 2016-13 (Note 25).
(c)Includes Equity in losses of equity method investment in real estate.
(d)Included in the all other category are our notes receivable investments, one of which was repaid during the second quarter of 2019.
(e)
Included in unallocated corporate overhead are expenses and other gains and (losses) that are calculated and reported at the portfolio level and not evaluated as part of any segment’s operating performance. Such items include asset management fees, general and administrative expenses, and gains and losses on foreign currency transactions and derivative instruments. Asset management fees totaled $3.0 million and $2.9 million for both the three months ended March 31,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 global spreadline of COVID-19credit has created significant uncertaintya 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 economic disruption, bothoptions 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 andconnection with the third-party managerssenior loan default (Note 5).

On July 31, 2020. we obtained a construction loan of our operating properties regarding$24.6 million (based on 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 durationexchange rate of the pandemic,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 actions takenEuro Interbank Offered Rate plus 3.5% and is scheduled to containmature in November 2023.

On August 4, 2020, in relation to the pandemic or mitigate its impact,ongoing litigation with the joint venture partner on our previously owned Ghana investment, the arbitrator issued a final decision and awarded the directjoint 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 indirect economic effects of the pandemic and containment measures, among others.is subject to a net lease agreement.




CPA:18 – Global 3/31/6/30/2020 10-Q2730







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 2019 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 2019 Annual Report, we are a publicly owned, non-traded REIT that invests in a diversified portfolio of income-producing commercial properties net leased to companies, and other real estate-related assets, both domestically and outside the United States. In addition, our portfolio includes self-storage and student housing properties. As a REIT, we are not subject to U.S. federal income taxation as long as we satisfy certain requirements, principally relating to the nature of our income, the level of our distributions, and other factors. We earn revenue principally by leasing the properties we own to single corporate tenants, primarily on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property. We derive self-storage revenue from rents received from customers who rent storage space primarily under month-to-month leases for personal or business use. We earn student housing revenue primarily from leases of one year or less with individual students. Revenue is subject to fluctuation because of the timing of new transactions, completion of build-to-suit and development projects, lease terminations, lease expirations, contractual rent adjustments, tenant defaults, sales of properties, and foreign currency exchange rates. We commenced operations in May 2013 and are managed by our Advisor. We hold substantially all of our assets and conduct substantially all of our business through our Operating Partnership. We are the general partner of, and own 99.97% of the interests in, the Operating Partnership. The remaining interest in the Operating Partnership is held by a subsidiary of WPC.


Significant Developments


COVID-19


The global spread of COVID-19 which has been declared a pandemic by the World Health Organization, has created significant uncertainty and economic disruption, both in the near-term and potentiallylikely 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. It continues to adversely impact commercial activity and cause uncertainty and volatility in financial markets. The outbreak is expected to have a continued adverse impact on economic and market conditions for the foreseeable future and to triggerhas triggered a period of global economic slowdown with no known duration.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 at this time is currently unknown. Consequently, the COVID-19 pandemic presents material uncertainty and risk with respect to our performance and financial results, (such as the potential negative impactincluding to occupancy and our tenants’ ability to meet their financial obligations), results of operations, or marketand to the estimated fair values atof our properties, increased riskinvestments and properties. It is also increasing the likelihood of deterioration in the financial condition of our tenants (which could negatively impact defaults decreased availability of financing arrangements, additionaland occupancy, among other metrics) and is subjecting us to potential risks arising from rapid changes in law and/or regulation, and uncertainty regarding government and regulatory policy. ConditionsIn addition, conditions in the bank lending, capital, and other financial markets may continue to deteriorate as a result of the pandemic, andcausing our access to capital and other sources of funding mayto become constrained, which could adversely affect the terms or even availability and terms of future borrowings, renewals, orand refinancings. In addition, the deterioration of global economic conditions as a result of the pandemic

Our Advisor is likely to negatively impact our tenants.

We are 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 3/31/6/30/2020 10-Q2831






In response to early reports of the suspected transmission of COVID-19 in both the United States and Europe, in late February and early March, our Advisor initiated steps to prioritize the health and safety of its employees. By mid-March, our Advisor fully transitioned all employees in its four offices — New York, Dallas, London, and Amsterdam — to working remotely and successfully executed its business continuity plan, with all of its core financial, operational, and telecommunication systems operating from a cloud-based environment with no disruption.


Our Advisor continues to actively engage in discussions with our tenants and with the third-party managers of our operating properties regarding the impact of COVID-19 on business operations, liquidity, and financial position. In April, net lease contractual base rent payments representing 90% of the total contractual base rent of our net lease portfolio (weighted by ABR) were due. Through the date of this Report, we received from tenants substantially all net leaseapproximately 83% of contractual base rent that was due in the firstsecond quarter (based on contractual minimum annualized base rent (“ABR”) as of March 31, 2020) and 84%approximately 90% of net lease contractual base rent that was due in April.

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 Marchsecond quarter and AprilJuly rent collections should not serve as an indication of expected future rent collections.


As of March 31,June 30, 2020, our debt and interest obligations due within one year totaled $159.3 million.$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 $188.9$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 (which effective(effective April 1, 2020, our Advisor electedagreed to receive all of the asset management fees in shares of our Class A common stock). Our Advisor may also provide us withAdditionally, in July 2020, we entered into a $25.0 million unsecured revolving line of credit at its discretion.with WPC (with a scheduled maturity date of January 16, 2021). In addition, we reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020, which provided us with additional cash flexibility.


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


Net Asset Values


Our Advisor calculates our NAVs as of each quarter-end by relying in part on rolling update appraisals covering approximately 25% of our real estate portfolio each quarter, adjusted to give effect to the estimated fair value of our debt (all provided by an independent third party) and for other relevant factors. Since our quarterly NAVs are not based on an appraisal of our full portfolio, to the extent any new quarterly NAV adjustments are within 1% of our previously disclosed NAVs, our quarterly NAVs will remain unchanged. We monitor properties not appraised during the quarter to identify any that may have experienced a significant event and obtain updated third-party appraisals for such properties. Our NAVs are based on a number of variables, including individual tenant credits, lease terms, lending credit spreads, foreign currency exchange rates, share counts, tenant defaults, and development projects that are not yet generating income, among others. We do not control all of these variables and, as such, cannot predict how they will change in the future. Costs associated with our development projects (which are not yet generating income) are not appraised quarterly and are carried at cost, which approximates fair value. These costs are included in Real estate under construction in our condensed consolidated financial statements. Our NAVs as of DecemberMarch 31, 20192020 were $8.94$8.29 for both our Class A and Class C common stock. Please see our Current Report on Form 8-K dated March 12,June 23, 2020 for additional information regarding the calculation of our NAVs. Our Advisor currently intends to determine our quarterly NAVs as of March 31,June 30, 2020 during the secondthird quarter of 2020.


The accrued distribution and shareholder servicing fee payable has been valued using a hypothetical liquidation value and, as a result, the NAVs do not reflect any obligation to pay future distribution and shareholder servicing fees. As of March 31,June 30, 2020, the liability balance for the distribution and shareholder servicing fee was $1.4$0.9 million, which includes $0.5 million related to the firstsecond 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 3/31/6/30/2020 10-Q2932



Financial Highlights


During the threesix months ended March 31,June 30, 2020, we completed the following, as further described in the condensed consolidated financial statements.


Financing Activity


On March 13, 2020, we obtained a construction loan of $22.5 million (amount based on the exchange rate of the euro at the date of the loan) for a student housing development project in Barcelona, Spain. The loan is comprised of four tranches with a weighted average variable interest rate of 2.1% as of March 31, 2020. Interest only payments are due on outstanding draws through its scheduled maturity date of December 2023. A totalAs part of obtaining the loan, initial drawdowns of $16.8 million was drawn on the loan aswere made with a weighted average variable interest rate of March 31, 20202.1%. (Note 9).


Consolidated Results


(in thousands)
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Total revenues$42,880
 $50,294
$43,928
 $49,027
 $86,808
 $99,321
Net (loss) income attributable to CPA:18 – Global(8,180) 14,827
(1,191) 3,078
 (9,371) 17,905
          
Cash distributions paid22,745
 22,264
22,844
 22,415
 45,589
 44,679
Distributions declared (a)
8,809
 22,539
 31,653
 44,955
          
Net cash provided by operating activities22,808
 21,859
    38,924
 42,029
Net cash used in investing activities(45,158) (20,926)    (88,263) (7,449)
Net cash used in financing activities(5,758) (29,531)    (18,789) (43,881)
          
Supplemental financial measures (a):
   
Supplemental financial measures (b):
       
FFO attributable to CPA:18 – Global
5,024
 16,428
11,980
 17,876
 17,004
 34,304
MFFO attributable to CPA:18 – Global18,520
 15,676
12,231
 16,607
 30,751
 32,283
Adjusted MFFO attributable to CPA:18 – Global17,641
 16,018
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 Attributable to CPA:18 – Global


Total revenues decreased for both the three and six months ended March 31,June 30, 2020 as compared to the same periodperiods in 2019, primarily due to the write-offadverse impact of straight-line rent receivables based on our current assessment of less than 75% likelihood of collecting all remaining contractual rentCOVID-19 on certain net lease hotels (Note 2).properties, as well as the negative impact from our properties sold during 2019.


During the current year periodthree and six months ended June 30, 2020, we recognized a Net loss attributable to CPA:18 – Global as compared to net income in the prior year period,same periods in 2019, primarily due to the adverse impact of COVID-19 on our lease revenues (Note 2, Note 4); gains on sale of real estate recognized during the prior year period, the straight-line rent write-offs as noted above,periods; and the losses incurred duringnegative impact from our income tax positions. In addition, the threesix months ended March 31,June 30, 2020 was negatively impacted by the losses incurred relating to the allowance for credit losses recognized in accordance with ASU 2016-13 (Note 2) and loss as a result of the Ghana VAT receivable write-off (Note 4). These decreasesfactors were partially offset by a decrease in interest expense due to the refinancings and dispositions of encumbered properties subsequent toduring the three months ended March 31, 2019 andprior year periods, as well as increased capitalized interest on our student housing development projects,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 collection of back rents during the current year period relating to a lease restructure during the second quarter of 2019 with our tenant, Fortenova (formerly Agrokor),. Lastly, the six months ended was impacted due to an increase in back rents plus VAT collected in connection with the settlement from this same lease restructuring, and termination income received for one of our properties during the three months ended March 31,first quarter of 2020.


CPA:18 – Global 3/31/2020 10-Q30




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


FFO, MFFO, and Adjusted MFFO all decreased $11.4 million for the three and six months ended March 31,June 30, 2020 as compared to the same periodperiods in 2019, primarily due to the write-offimpact of straight-lineCOVID-19 on rent (based oncollections at certain of our current assessmentnet leased properties, disposal of less than 75% likelihood of collecting all remaining contractual rent on certain net lease hotels)properties during 2019, and an increase in provision for income taxes.

FFO for the losses incurred relatingsix months ended June 30, 2020 also decreased due to the allowance for credit losses and a loss due to the Ghana VAT receivable write-off as noted above. These decreases were partially offset by a reduction in interest expense as noted above, an increase in operating property revenues primarily from higher occupancies at our student housing and self-storage properties, and a deferred tax benefit resulting from straight-line rent receivable write-offs.

MFFO and Adjusted MFFO increased $2.8 million and $1.6 million, respectively for the three months ended March 31, 2020 as compared to the same period in 2019, primarily due to the decrease in interest expense and increase in operating revenues as noted above, as well as the collection of back rents relating to a lease restructure during the second quarter of 2019, and termination income received for one of our properties during the three months ended March 31, 2020. These increases were(Note 4), partially offset by a decrease in interest expense (as noted above).

MFFO and Adjusted MFFO for the three and six months ended June 30, 2020 as compared to the same periods in 2019 were also impacted by decreased interest income due toas a result of the Mills Fleet mezzanine loan repayment in April 2019.2019, partially offset by a decrease in interest expense, the collection of back rents, and termination income recognized in 2020 (six months ended June 30, 2020 only).




CPA:18 – Global 3/31/6/30/2020 10-Q3134







Portfolio Overview


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


Portfolio Summary
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Number of net-leased properties47
 47
47
 47
Number of operating properties (a)
70
 70
70
 70
Number of development projects12
 12
12
 12
Number of tenants (net-leased properties)65
 61
65
 61
Total portfolio square footage (in thousands)15,133
 15,130
15,118
 15,130
Occupancy — (net-leased properties)98.6% 99.4%
Occupancy (net-leased properties)98.7% 99.4%
Weighted-average lease term (net-leased properties in years)9.4
 9.4
9.2
 9.4
Number of countries12
 12
12
 12
Total assets (consolidated basis in thousands)$2,149,544
 $2,234,803
$2,173,769
 $2,234,803
Net investments in real estate (consolidated basis in thousands)1,902,350
 1,946,720
1,962,426
 1,946,720
Debt, net — pro rata (in thousands)
1,110,028
 1,126,326
1,132,138
 1,126,326
Three Months Ended March 31,Six Months Ended June 30,
(dollars in thousands, except exchange rates)2020 20192020 2019
Acquisition volume — consolidated (b)
$
 $29,736
$
 $29,736
Acquisition volume — pro rata (c)

 29,736

 29,736
Financing obtained — consolidated24,982
 4,229
35,101
 16,096
Financing obtained — pro rata
24,164
 6,359
33,575
 17,652
Average U.S. dollar/euro exchange rate1.1020
 1.1356
1.1013
 1.1297
Average U.S. dollar/Norwegian krone exchange rate0.1058
 0.1166
0.1029
 0.1161
Average U.S. dollar/British pound sterling exchange rate1.2808
 1.3013
1.2609
 1.2931
Change in the U.S. CPI (d)
0.4 % 1.2%0.3% 1.9%
Change in the Netherlands CPI (d)
0.1 % 1.3%0.7% 1.8%
Change in the Norwegian CPI (d)
(0.1)% 0.5%0.7% 0.7%
__________
(a)As of Marchboth June 30, 2020 and December 31, 2020,2019, our operating portfolio consisted of 68 self-storage properties and two student housing operating properties, all of which are managed by third parties.
(b)Comprised of development project transactions and related budget amendments, which are reflected as the total commitment for the development project funding, and excludes investments in unconsolidated joint ventures.
(c)
Comprised of development project transactions and related budget amendments, which are reflected as the total commitment for the development project funding, and includes investments in unconsolidated joint ventures, which include our equity investment in real estate (Note 4).
(d)Many of our lease agreements include contractual increases indexed to changes in the U.S. CPI, Netherlands CPI, Norwegian CPI, or other similar indices in the jurisdictions where the properties are located.





CPA:18 – Global 3/31/6/30/2020 10-Q3235







The tables below present information about our portfolio on a pro rata basis as of and for the period ended March 31,June 30, 2020. See Terms and Definitions below for a description of Pro Rata Metrics, stabilized net operating income (“Stabilized NOI”), and ABR.


Portfolio Diversification by Property Type
(dollars in thousands)
Property Type Stabilized NOI Percent Stabilized NOI Percent
Net-Leased        
Office $9,646
 30% $19,793
 32%
Hospitality 3,396
 10%
Warehouse 3,272
 10% 6,510
 11%
Hospitality (a)
 4,154
 7%
Industrial 2,034
 6% 3,999
 7%
Retail 1,911
 6% 3,810
 6%
Residential 279
 1% 527
 1%
Net-Leased Total 20,538
 63% 38,793
 64%
        
Operating        
Self storage 9,838
 31%
Self Storage 18,735
 30%
Other operating properties 2,034
 6% 3,479
 6%
Operating Total 11,872
 37% 22,214
 36%
Total $32,410
 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 $7,495
 23% $14,514
 24%
Midwest 5,463
 17% 11,104
 18%
West 3,144
 10% 6,146
 10%
East 2,396
 7% 4,750
 8%
U.S. Total 18,498
 57% 36,514
 60%
        
International        
Norway 2,525
 8% 4,849
 8%
Germany 2,356
 7%
The Netherlands 2,342
 7% 4,792
 8%
United Kingdom 2,034
 6% 3,479
 6%
Mauritius 1,244
 4%
Germany (a)
 2,974
 5%
Poland 1,082
 3% 2,141
 3%
Mauritius (a)
 1,859
 3%
Croatia 831
 3% 1,724
 3%
Slovakia 1,178
 2%
Canada 629
 2% 970
 1%
Slovakia 590
 2%
Spain 279
 1% 527
 1%
International Total 13,912
 43% 24,493
 40%
Total $32,410
 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 3/31/2020 10-Q33





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)
 Hospitality Hotel and Leisure Munich and Stuttgart, Germany $1,794
 6%
Sweetheart Cup Company, Inc. Warehouse Containers, Packaging and Glass University Park, Illinois 1,553
 5% Warehouse Containers, Packaging and Glass University Park, Illinois $3,104
 5%
Rabobank Groep NV (a)
 Office Banking Eindhoven, Netherlands 1,418
 4% Office Banking Eindhoven, Netherlands 2,851
 5%
Albion Resorts (Club Med) (a)
 Hospitality Hotel and Leisure Albion, Mauritius 1,244
 4%
Bank Pekao S.A. (a)
 Office Banking Warsaw, Poland 1,082
 3% Office Banking Warsaw, Poland 2,141
 4%
State Farm Automobile Co. Office Insurance Austin, Texas 986
 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 965
 3% Office Capital Equipment Oslo, Norway 1,841
 3%
State of Iowa Board of Regents Office Sovereign and Public Finance Coralville and Iowa City, Iowa 873
 3% Office Sovereign and Public Finance Coralville and Iowa City, Iowa 1,744
 3%
Belk, Inc. Warehouse Retail Jonesville, South Carolina 821
 3% Warehouse Retail Jonesville, South Carolina 1,646
 3%
COOP Ost SA(a)
 Retail Grocery Oslo, Norway 745
 2%
Orbital ATK, Inc. Office Metals & Mining Plymouth, Minnesota 1,582
 3%
Fentonir Trading & Investments Limited (a) (c)
 Hospitality Hotel and Leisure Munich and Stuttgart, Germany 1,537
 3%
Total $11,481
 36% $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 3/31/2020 10-Q34





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 March 31,June 30, 2020. See Terms and Definitions below for a description of Pro Rata Metrics, Stabilized NOI and ABR.


Portfolio Diversification by Tenant Industry
(dollars in thousands)
Industry Type ABR Percent ABR Percent
Hotel and Leisure(a) $14,278
 16% $14,595
 16%
Banking 10,352
 12% 10,585
 12%
Grocery 6,250
 7% 6,568
 8%
Containers, Packaging, and Glass 6,213
 7% 6,213
 7%
Insurance 4,849
 6% 4,857
 5%
Capital Equipment 4,546
 6% 4,847
 5%
Utilities: Electric 3,910
 4% 3,938
 5%
Oil and Gas 3,748
 4%
Retail 3,700
 4% 3,724
 4%
Metals and Mining 3,683
 4% 3,686
 4%
Oil and Gas 3,666
 4%
Sovereign and Public Finance 3,547
 4% 3,490
 4%
Advertising, Printing, and Publishing 3,440
 4% 3,440
 4%
High Tech Industries 3,109
 4% 3,176
 4%
Business Services 2,925
 3% 3,076
 3%
Healthcare and Pharmaceuticals 2,574
 3% 2,631
 3%
Automotive 1,984
 2% 2,007
 2%
Construction and Building 1,521
 2% 1,552
 2%
Residential 1,380
 2% 1,410
 2%
Non-Durable Consumer Goods 1,262
 1% 1,262
 1%
Telecommunications 1,094
 1% 1,095
 1%
Electricity 1,073
 1% 1,073
 1%
Wholesale 1,049
 1% 1,049
 1%
Cargo Transportation 977
 1% 977
 1%
Other (a)(b)
 398
 1% 400
 1%
Total $87,780
 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 ABR from tenants in the following industries: environmental industries, durable consumer goods, and consumer services.





CPA:18 – Global 3/31/6/30/2020 10-Q3538







Lease Expirations
(dollars in thousands)
Year of Lease Expiration (a)
 Number of Leases Expiring ABR Percent Number of Leases Expiring ABR Percent
Remaining 2020 1
 $2
 % 1
 $2
 %
2021 2
 868
 1% 2
 936
 1%
2022 2
 110
 % 2
 113
 %
2023 11
 14,165
 16% 12
 14,525
 16%
2024 16
 5,243
 6% 16
 5,280
 6%
2025 6
 4,312
 5% 6
 4,623
 5%
2026 5
 7,478
 9% 5
 7,514
 8%
2027 6
 6,027
 7% 6
 6,108
 7%
2028 4
 5,310
 6% 4
 5,310
 6%
2029 3
 8,958
 10% 3
 9,069
 10%
2030 2
 3,961
 4% 2
 3,961
 5%
2031 4
 4,963
 6% 4
 4,992
 6%
2032 5
 8,440
 10% 5
 8,707
 10%
Thereafter (>2032) 11
 17,943
 20% 11
 18,259
 20%
Total 78
 $87,780
 100% 79
 $89,399
 100%
__________
(a)Assumes tenant does not exercise renewal option.


Lease Composition and Leasing Activities


Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices, or percentage rents. As of March 31,June 30, 2020, approximately 49.4%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, 49.0%48.5% of our leases (based on ABR) have fixed rent adjustments, for a scheduled average ABR increase of 1.7% over the next 12 months. Lease revenues from our international investments are subject to exchange rate fluctuations, primarily from the euro. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents are insignificant for the periods presented.





CPA:18 – Global 3/31/6/30/2020 10-Q3639







Operating Properties


As of March 31,June 30, 2020, our operating portfolio consisted of 68 self-storage properties and two student housing operating properties. As of March 31,June 30, 2020, our operating portfolio was comprised as follows (square footage in thousands):
Location Number of Properties Square Footage
Florida 21
 1,779
Texas 12
 843
California 10
 860
Nevada 3
 243
Delaware 3
 241
Georgia 3
 171
Illinois 2
 100
Hawaii 2
 95
Kentucky 1
 121
North Carolina 1
 121
Washington, D.C. 1
 67
South Carolina 1
 63
New York 1
 61
Louisiana 1
 59
Massachusetts 1
 58
Missouri 1
 41
Oregon 1
 40
U.S. Total 65
 4,963
Canada 3
 317
United Kingdom 2
 215
International Total 5
 532
Total 70
 5,495





CPA:18 – Global 3/31/6/30/2020 10-Q3740







Development Projects


As of March 31,June 30, 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):
Location 
Ownership Percentage (a)
 Number of Buildings Square Footage 
Estimated Project
Totals (b) (c)
 
Amount Funded (b) (c)
 Estimated Completion Date 
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
 $55,807
  Q3 2020 90.0% 1
 185,720
 $74,469
 $62,627
 Q3 2020
San Sebastian, Spain (d)
 100.0% 1
 126,075
 33,157
 22,846
  Q3 2020 100.0% 1
 126,075
 32,316
 27,209
 Q3 2020
Barcelona, Spain (d)
 100.0% 3
 77,504
 28,744
 22,311
  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
 38,167
 15,707
  Q4 2020 100.0% 2
 230,329
 41,122
 24,557
 Q4 2020
Porto, Portugal (d)
 98.5% 1
 102,112
 22,389
 8,909
  Q4 2020 98.5% 1
 102,112
 22,653
 15,811
 Q4 2020
Coimbra, Portugal (d)
 98.5% 1
 135,076
 24,206
 10,931
  Q1 2021 98.5% 1
 135,076
 30,432
 15,195
 Q1 2021
Bilbao, Spain (d)
 100.0% 1
 179,279
 48,444
 11,135
  Q3 2021 100.0% 1
 179,279
 48,134
 11,441
 Q3 2021
Seville, Spain (d)
 75.0% 1
 163,477
 40,320
 15,690
  Q3 2021 75.0% 1
 163,477
 42,921
 17,376
 Q3 2021
Pamplona, Spain (d)
 100.0% 1
 91,363
 27,369
 9,811
  Q3 2021 100.0% 1
 91,363
 27,666
 10,680
 Q3 2021
Swansea, United Kingdom (e)(f)
 97.0% 1
 176,496
 62,788
 27,849
  Q3 2022 97.0% 1
 176,496
 83,621
 30,277
 Q3 2022
Valencia, Spain (d)
 98.7% 1
 100,423
 24,577
 7,093
  Q3 2022 98.7% 1
 100,423
 26,213
 7,388
 Q3 2022
Granada, Spain (d)
 98.5% 1
 75,557
 21,204
 4,448
  Q3 2022 98.5% 1
 75,557
 21,594
 4,761
 Q3 2022
   15
 1,643,411
 $445,834
 212,537
    15
 1,643,411
 $480,284
 252,508
 
Third-party contributions (f)(g)
         (7,101)          (7,267) 
Total         $205,436
          $245,241
 
__________
(a)Represents our expected ownership percentage upon the completion of each respective development project.
(b)Amounts related to our 11 international development projects are denominated in a foreign currency. For these projects, amounts are based on their respective exchange rates as of March 31,June 30, 2020.
(c)Amounts exclude capitalized interest, accrued costs, and capitalized acquisition fees paid to our Advisor, which are all included in Real estate under construction on our condensed consolidated balance sheets.
(d)Included as part of an agreement with a third-party to become a net-leased property upon completion of construction.
(e)
On August 4, 2020, this project was substantially completed (Note 13).
(f)Amount funded for the project includes a $6.8$6.7 million right-of-use (“ROU”) land lease asset that is included in In-place lease and other intangible assets on our condensed consolidated balance sheets.
(f)(g)Amount represents the funds contributed from our joint-venture partners.





CPA:18 – Global 3/31/6/30/2020 10-Q3841







Terms and Definitions


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


ABR ABR represents contractual minimum annualized base rent for our net-leased properties, adjusted for collectibility as determined by GAAP, and reflects exchange rates as of March 31,June 30, 2020. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties.


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


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


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


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





CPA:18 – Global 3/31/6/30/2020 10-Q3942







Reconciliation of Net Income (Loss) Income (GAAP) to Net Operating Income Attributable to CPA:18 – Global (non-GAAP) (in thousands):
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net (Loss) Income (GAAP)$(5,569) $19,673
Net Income (Loss) (GAAP)$2,339
 $5,178
 $(3,230) $24,851
Adjustments:          
Depreciation and amortization14,530
 15,372
14,660
 17,180
 29,190
 32,552
Allowance for credit losses4,865
 

 
 4,865
 
Interest expense10,489
 12,357
10,354
 12,044
 20,843
 24,401
Other gains and (losses)2,072
 (172)(1,064) (1,302) 1,008
 (1,474)
Equity in losses of equity method investment in real estate54
 648
159
 603
 213
 1,251
Gain on sale of real estate, net
 (15,408)
 (650) 
 (16,058)
Benefit from (provision for) income taxes(394) 924
Provision for (benefit from) income taxes1,558
 (867) 1,164
 57
NOI related to noncontrolling interests (1)
(2,985) (3,095)(2,991) (3,247) (5,976) (6,341)
NOI related to equity method investment in real estate (2)
630
 139
339
 48
 970
 187
Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)$23,692
 $30,438
$25,354
 $28,987
 $49,047
 $59,426
          
(1) NOI related to noncontrolling interests:          
Net income attributable to noncontrolling interests (GAAP)$(2,611) $(4,846)$(3,530) $(2,100) $(6,141) $(6,946)
Depreciation and amortization(1,534) (1,610)(1,515) (2,006) (3,049) (3,616)
Interest expense(1,134) (1,256)(1,086) (1,176) (2,220) (2,432)
Other gains and (losses)341
 (110)1,288
 (105) 1,629
 (215)
Gain on sale of real estate, net
 2,874

 
 
 2,874
Benefit from income taxes37
 5
(Provision for) benefit from income taxes(177) 35
 (140) 41
Available Cash Distributions to a related party (Note 3)
1,916
 1,848
2,029
 2,105
 3,945
 3,953
NOI related to noncontrolling interests$(2,985) $(3,095)$(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)$(54) $(648)$(159) $(603) $(213) $(1,251)
Depreciation and amortization208
 313
202
 190
 410
 503
Interest expense458
 441
476
 407
 934
 848
Other gains and (losses)5
 (6)(180) (9) (175) (15)
Benefit from income taxes13
 39

 63
 14
 102
NOI related to equity method investment in real estate$630
 $139
$339
 $48
 $970
 $187





CPA:18 – Global 3/31/6/30/2020 10-Q4043







Reconciliation of Stabilized NOI to Net Operating Income Attributable to CPA:18 – Global (Non-GAAP) (pro rata, in thousands):
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net-leased$20,538
 $21,784
$18,256
 $21,607
 $38,793
 $42,851
Self storage9,838
 9,100
8,897
 9,330
 18,735
 18,430
Other operating properties2,034
 
1,444
 
 3,479
 
Stabilized NOI32,410
 30,884
28,597
 30,937
 61,007
 61,281
Other NOI:          
Straight-line rent adjustments (a)
(5,807) 974
Corporate (b)
(5,110) (5,111)
Corporate (a)
(4,664) (5,099) (9,775) (9,715)
Notes receivable710
 822
 1,420
 2,654
Straight-line rent adjustments (b)
461
 926
 (5,345) 1,900
Non-core income (c)
1,538
 
304
 
 1,842
 
Notes receivable710
 1,832
Disposed properties(22) 303
(33) (109) (54) 240
23,719
 28,882
25,375
 27,477
 49,095
 56,360
Build-to-Suit and Development Projects (d)
(27) (94)(21) (159) (48) (253)
Recently-opened operating properties (e)

 1,650

 1,669
 
 3,319
Net Operating Income Attributable to CPA:18 – Global (Non-GAAP)$23,692
 $30,438
$25,354
 $28,987
 $49,047
 $59,426
_________
(a)
The three months ended March 31, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2).
(b)Includes expenses such as asset management fees, the Available Cash Distributions to our Advisor, as well as other gains and (losses) that are calculated and reported at the corporate level and not evaluated as part of any property’s operating performance.
(b)
The six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2).
(c)Includes NOI related to back rents collected from tenants that were previously reserved in prior periods as well as termination income received.
(d)The three and six months ended March 31,June 30, 2020 includes NOI for our ongoing student housing development projects. The three and six months ended March 31,June 30, 2019 includes NOI for a student housing development project that was placed into service during the third quarter of 2019.2019, as well as phases of the Canadian self-storage properties that were placed into service during the year ended December 31, 2018. Refer to the Development Projects table above for a listing of all current projects.
(e)The three and six months ended March 31,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, as well as phases of the Canadian self-storage properties that were placed into service during the year ended December 31, 2018.






CPA:18 – Global 3/31/6/30/2020 10-Q4144







Results of Operations


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


Property Level Contribution


The following table presents the property level contribution for our consolidated net-leased and operating properties, as well as a reconciliation to net (loss) income attributable to CPA:18 – Global (in thousands):
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 2019 Change2020 2019 Change 2020 2019 Change
Existing Net-Leased Properties                
Lease revenues$22,016
 $30,009
 $(7,993)$25,821
 $29,295
 $(3,474) $47,836
 $59,304
 $(11,468)
Depreciation and amortization(10,668) (11,170) 502
(10,692) (13,104) 2,412
 (21,360) (24,274) 2,914
Reimbursable tenant costs(3,128) (3,923) 795
(3,468) (3,155) (313) (6,597) (7,079) 482
Property expenses(2,020) (1,599) (421)(968) (1,803) 835
 (2,988) (3,400) 412
Property level contribution6,200
 13,317
 (7,117)10,693
 11,233
 (540) 16,891
 24,551
 (7,660)
Recently Net-Leased Student Housing Properties                
Lease revenues345
 
 345
346
 
 346
 692
 
 692
Depreciation and amortization(68) 
 (68)(173) 
 (173) (241) 
 (241)
Property expenses(62) 
 (62)(112) 
 (112) (174) 
 (174)
Property level contribution215
 
 215
61
 
 61
 277
 
 277
Existing Operating Properties                
Operating property revenues18,100
 17,106
 994
16,680
 17,474
 (794) 34,783
 34,580
 203
Operating property expenses(6,724) (6,408) (316)(6,540) (6,610) 70
 (13,264) (13,018) (246)
Depreciation and amortization(3,794) (3,836) 42
(3,795) (3,753) (42) (7,589) (7,589) 
Property level contribution7,582
 6,862
 720
6,345
 7,111
 (766) 13,930
 13,973
 (43)
Properties Sold, Held for Sale, or Transferred                
Lease revenues
 905
 (905)
 814
 (814) 
 1,719
 (1,719)
Operating property revenues
 355
 (355)
 
 
 
 355
 (355)
Depreciation and amortization
 (366) 366

 (323) 323
 
 (689) 689
Reimbursable tenant costs
 (101) 101

 (75) 75
 
 (175) 175
Property expenses
 (184) 184

 (234) 234
 
 (419) 419
Operating property expenses
 (58) 58

 (5) 5
 
 (63) 63
Property level contribution
 551
 (551)
 177
 (177) 
 728
 (728)
Property Level Contribution13,997
 20,730
 (6,733)17,099
 18,521
 (1,422) 31,098
 39,252
 (8,154)
Add other income:                
Interest income and other2,419
 1,919
 500
1,081
 1,444
 (363) 3,498
 3,363
 135
Less other expenses:                
Allowance for credit losses

(4,865) 
 (4,865)
Asset management fees(3,002) (2,868) (134)(2,878) (2,859) (19) (5,880) (5,728) (152)
General and administrative(1,897) (1,759) (138)(1,956) (2,100) 144
 (3,853) (3,859) 6
Allowance for credit losses
 
 
 (4,865) 
 (4,865)
6,652
 18,022
 (11,370)13,346
 15,006
 (1,660) 19,998
 33,028
 (13,030)
Other Income and Expenses                
Interest expense(10,489) (12,357) 1,868
(10,354) (12,044) 1,690
 (20,843) (24,401) 3,558
Other gains and (losses)(2,072) 172
 (2,244)1,064
 1,302
 (238) (1,008) 1,474
 (2,482)
Equity in losses of equity method investment in real estate(54) (648) 594
(159) (603) 444
 (213) (1,251) 1,038
Gain on sale of real estate, net
 15,408
 (15,408)
 650
 (650) 
 16,058
 (16,058)
(12,615) 2,575
 (15,190)(9,449) (10,695) 1,246
 (22,064) (8,120) (13,944)
(Loss) income before income taxes(5,963) 20,597
 (26,560)
Benefit from (provision for) income taxes394
 (924) 1,318
Net (Loss) Income(5,569) 19,673
 (25,242)
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(2,611) (4,846) 2,235
(3,530) (2,100) (1,430) (6,141) (6,946) 805
Net (Loss) Income Attributable to CPA:18 – Global$(8,180) $14,827
 $(23,007)$(1,191) $3,078
 $(4,269) $(9,371) $17,905
 $(27,276)





CPA:18 – Global 3/31/6/30/2020 10-Q4245







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


Existing Net-Leased Properties


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


For the three and six months ended March 31,June 30, 2020 as compared to the same periodperiods in 2019, property level contribution from existing net-leased properties decreased by $0.5 million and $7.7 million, respectively, primarily due to athe adverse impact of COVID-19 on certain net lease properties. At March 31, 2020, we wrote off $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 onfor certain net lease hotelshotels. For the three months ended June 30, 2020, we did not collect and thus did not recognize $3.0 million in rent on these properties. The decrease in lease revenues for the three and six months ended June 30, 2020 was partially offset by a reduction in amortization expense, primarily due to the acceleration of in-place lease intangibles as a result of a lease restructuring at one of our properties during the current year period (Note 2).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.project (and are subject to net leases upon completion of construction). For the periods presented, there were 11 recently net-leased student housing properties, which is comprised of a student housing property placed into service during the third quarter of 2019, and 10ten ongoing student housing development projects.


Existing Operating Properties


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


For the three months ended March 31,June 30, 2020 as compared to the same period in 2019, property level contribution from existing operating properties increaseddecreased by $0.7$0.8 million, primarily due to increasedreduced occupancy at our student housing andproperties in the United Kingdom impacted by the COVID-19 pandemic, as well as a $0.3 million write-off of receivables during the current year period at various self-storage properties based on a collectibility assessment at June 30, 2020.

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


Properties Sold, Held for Sale, or Transferred


During 2019, we sold 11 properties in our United Kingdom net lease portfolio, as well as our last multi-family residential property located in Fort Walton Beach, Florida. During the three and six months ended March 31,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 March 31,June 30, 2020 as compared to the same period in 2019, interest income and other decreased by $0.4 million, primarily due to a $0.3 million decrease related to one-time VAT credit notes issued during the second quarter of 2019 by the Croatian tax authorities in connection with the settlement plan for the restructure of our Fortenova (formerly Agrokor) tenant during their financial difficulties. This was offset by the second quarter 2020 collection of back rents plus VAT from the tenant that resulted from a lease restructure as part of the settlement. The lease restructure included a payment agreement to collect approximately 50% of unpaid back rents plus VAT in ten monthly installments starting in July 2019 through April 2020.

For the six months ended June 30, 2020 as compared to the same period in 2019, interest income and other increased $0.5by $0.1 million, primarily due to $0.8 million in back rents collected in 2020 relating to a lease restructuring during the second quarter of 2019 with our tenant, Fortenova (formerly Agrokor), and $0.8 million in lease termination income recognized during 2020 and a $0.5 million total increase from the three months ended March 31, 2020. This waslease 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 $1.1$1.2 million decrease in interest income due toas a result of the Mills Fleet mezzanine loan repayment in April 2019.


Asset Management Fees

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

Allowance for Credit Losses


In accordance with our adoption of ASU 2016-13 (Note 2), we recorded an allowance for credit losses due to changes in expected economic conditions relating to a net investment in direct financing lease during the threesix months ended March 31,June 30, 2020 (Note 5).



CPA:18 – Global 3/31/2020 10-Q43




Asset Management Fees

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


Other Income and Expenses


Interest Expense


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


For the three and six months ended March 31,June 30, 2020 as compared to the same periodperiods in 2019, interest expense decreased by $1.9$1.7 million and $3.6 million, respectively, primarily due to refinancing of construction loans during the fourth quarter of 2019, as well as a decrease in total debt primarily related to the sale of encumbered properties during the year ended 2019.weighted-average interest rates on our average outstanding debt. Our average outstanding debt balance was $1.1 billion during both the three and $1.2 billion duringsix months ended June 30, 2020 and 2019, with weighted-average annual interest rates of 3.9% and 4.4% for the respective three months ended March 31,June 30, 2020 and 2019, respectively, with a weighted-average annual interest rate ofand 4.0% and 4.4%, respectively.4.5% for the respective six months ended June 30, 2020 and 2019.


Other Gains and (Losses)


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


For the three months ended March 31,June 30, 2020 as compared to the same period in 2019, net other gains and (losses) was relatively flat.

For the six months ended June 30, 2020 as compared to the same period in 2019, net other gains and (losses) decreased by $2.2$2.5 million, primarily due to a $2.8 million loss recognized in 2020 for the Ghana VAT receivable write-off as collectibility was no longer deemed probable (Note 4), partially offset by $0.6 million increase due to foreign currency transaction gains being recognized during the three months ended March 31, .


CPA:18 – Global 6/30/2020 (compared to losses in 2019), related to our international investments, primarily related to our short-term intercompany loans as described above.10-Q47





Equity in Losses of Equity Method Investment in Real Estate


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


For the three months ended March 31,June 30, 2020 as compared to the same period in 2019, equity in losses of equity method investment in real estate increaseddecreased by $0.6$0.4 million, primarily due to reduced property and real estate tax expenses resulting from a lower 2019 tax assessment.

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


Gain on Sale of Real Estate, Net


During the three months ended March 31,June 30, 2019, we sold two industrial properties in Edinburgh, United Kingdom for total proceeds of $3.0 million, net of closing costs, and recorded an aggregate gain on sale of $0.7 million. In addition, during the six months ended June 30, 2019, we sold our last domestic multi-family residential property, located in Fort Walton Beach, Florida, and a retail building located in Edinburgh, United Kingdom for total proceeds of $17.4 million, net of selling costs, and recorded an aggregate gain on sale of $16.6 million (which includes a $2.9 million gain attributable to noncontrolling interest). The gains on sale of real estate recognized for these dispositions were partially offset by the $1.1 million of disposition fees incurred during the threesix months ended March 31,June 30, 2019 in connection with certain 2018 and 2019 dispositions (Note 3).




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(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.


For the three and six months ended March 31,June 30, 2020, we recorded a benefit from income taxes of $0.4 million, as compared to a provisionnet provisions for income taxes of $0.9$1.6 million for the three months ended March 31, 2019. During the three months ended March 31, 2020, the benefit from income taxes recognized isand $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 benefitliability at the same property in Germany as a result of $1.0 million resulting froma straight-line rent receivable write-offswrite-off based on our current assessment ofthat there was a less than 75% likelihood of collecting all remaining contractual rent on certainat the property.

For the three months ended June 30, 2019, we recorded a net lease hotels (Note 2), offset by a current tax provisionbenefit from income taxes of $0.4$0.9 million, at one of our properties primarily due to terminationthe deferred tax asset recorded in association with the capital gains tax anticipated for the sale of our Truffle portfolio, which was to be applicable to non-residents for investments in the United Kingdom effective April 1, 2019. Our provision for income receivedtaxes during the current period.six months ended June 30, 2019 was insignificant to our financial statements.


Net Income Attributable to Noncontrolling Interests


For the three months ended March 31,June 30, 2020 compared to the same period in 2019, net income attributable to noncontrolling interests increased by $1.4 million, primarily due to the final settlement in relation to the ongoing litigation with the joint venture partner on our previously owned Ghana investment (Note 4, Note 13).

For the six months ended June 30, 2020 compared to the same period in 2019, net income attributable to noncontrolling interests decreased by $2.2$0.8 million, primarily due to the gain on sale of our joint venture real estate disposal in the first quarter of 2019, partially offset by the Ghana settlement noted above and back rents collected in 2020 relating to a lease restructuring at one of our joint-venture properties during the three months ended March 31,second quarter of 2019.


Liquidity and Capital Resources


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



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Our liquidity would be adversely affected by unanticipated costs, greater-than-anticipated operating expenses, and the adverse impact of COVID-19, such as tenants not paying rental obligations. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowings. We may also decide to pay all asset management fees to our Advisor in shares (which effectiveEffective April 1, 2020, our Advisor electedagreed to receive all of theits asset management fees in shares of our Class A common stock)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). Our Advisor may provide us with a loan facility at its discretion. In addition,Lastly, we may incur indebtedness by refinancing debt on existing properties, or arrange for the leveraging of any previously unfinanced property.


Sources and Uses of Cash During the Period


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


Operating Activities — Net cash provided by operating activities increased $0.9decreased $3.1 million during the threesix months ended March 31,June 30, 2020 as compared to the same period in 2019, primarily due to reduced rent collections at certain properties, which were adversely impacted by the collection of back rents in 2020 related to a lease restructure during the second quarter of 2019 and termination income received during the current year period.COVID-19 pandemic (Note 2).


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

Financing Activities — Our financing activities are generally comprised of borrowings, repayments and capitalized property-related costs.

Net cash used in investing activities totaled $45.2 million for the three months ended March 31, 2020 primarily due to $38.1 million used to fund construction costsprepayments of our development projects (Note 4), $3.6 million of VAT paid in connection with construction funding,non-recourse secured debt, and $3.1 million for capital expenditures on our owned real estate.



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Financing Activities — Net cash used in financing activities totaled $5.8 million for the three months ended March 31, 2020. This was primarily dueactivity relating to cash outflows of $22.7 million related to distributions paid to our stockholders, $8.2 million for the repurchase of shares of our common stock, pursuant to our redemption program described below, $7.5 million for scheduledwhich includes (i) payments and prepayments of mortgage loan principal, and $3.4 million for distributions to noncontrolling interests. These cash outflows were primarily offset by $25.1 million from non-recourse mortgage financings (Note 9), $10.4 million ofstockholders, (ii) distributions that wereare reinvested by stockholders in shares of our common stock through our DRIP, and $0.6 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 threesix months ended March 31,June 30, 2020, we declared distributions to stockholders of $22.8$31.7 million, which were comprised of $11.9$16.6 million of cash distributions and $10.9$15.1 million reinvested by stockholders in shares of our common stock pursuant to our DRIP. From inception through March 31,June 30, 2020, we have declared distributions to stockholders totaling $503.6$512.4 million, which were comprised of cash distributions of $245.2$249.9 million and $258.4$262.5 million reinvested by stockholders in shares of our common stock pursuant to our DRIP. In order to create additional cash flow flexibility, we reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020.


We believe that FFO, a non-GAAP measure, is an appropriate metric to evaluate our ability to fund distributions to stockholders. For a discussion of FFO, see Supplemental Financial Measures below. Since inception, the regular quarterly cash distributions that we pay have principally been covered by FFO or cash flow from operations. However, we have funded a portion of our cash distributions to date using net proceeds from our initial public offering and there can be no assurance that our FFO or cash flow from operations will be sufficient to cover our future distributions. Our distribution coverage using FFO was approximately 22.0%53.7% of total distributions declared for the six months ended June 30, 2020 (which includes a non-cash allowance for credit loss of $4.9 million and straight-line rent write-offs of $7.0 million (Note 2)) of total distributions declared for the three months ended March 31, 2020.. Our distribution coverage using FFO (excluding the non-cash allowance for credit loss and straight-line rent write-offs) was approximately 73.8%91.1% of total distributions declared for the threesix months ended March 31, 2020. We funded 99.8% of total distributions declared for the three months ended March 31,June 30, 2020, from Netwhile our net cash provided by operating activities while the remainder was funded from other investing and financing cash flows.fully covered total distributions declared.



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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 threesix months ended March 31,June 30, 2020, we received requests to redeem 682,9911,299,388 and 264,268443,648 shares of Class A and Class C common stock, respectively, comprised of 138237 and 5799 redemption requests, respectively, which we fulfilled at an average price of $8.58$8.30 and $8.37 per share for the Class A and Class C common stock, respectively. As of the date of this Report, we have fulfilled all of the valid redemption requests that we received for the threesix months ended March 31,June 30, 2020. Except for redemptions sought in certain defined special circumstances, the redemption price of the shares listed above was 95% of our most recently published quarterly NAVs. For shares redeemed under such special circumstances, the redemption price was the greater of the price paid to acquire the shares from us or 95% of our most recently published quarterly NAVs.




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Summary of Financing
 
The table below summarizes our non-recourse secured debt, net (dollars in thousands):
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Carrying Value (a)
      
Fixed rate$921,584
 $951,748
$933,388
 $951,748
Variable rate:      
Amount subject to interest rate swaps and caps192,455
 184,361
194,303
 184,361
Amount subject to floating interest rate69,343
 65,804
79,784
 65,804
261,798
 250,165
274,087
 250,165
$1,183,382
 $1,201,913
$1,207,475
 $1,201,913
Percent of Total Debt      
Fixed rate78% 79%77% 79%
Variable rate22% 21%23% 21%
100% 100%100% 100%
Weighted-Average Interest Rate at End of Period      
Fixed rate4.0% 3.9%3.9% 3.9%
Variable rate (b)
3.7% 3.8%3.4% 3.8%
Total debt3.9% 3.9%3.8% 3.9%
___________
(a)
Aggregate debt balance includes unamortized deferred financing costs totaling $6.2$6.0 million and $5.8 million as of March 31,June 30, 2020 and December 31, 2019, respectively, and unamortized premium, net of $1.3$2.0 million and $2.1 million as of March 31,June 30, 2020 and December 31, 2019, respectively (Note 9).
(b)The impact of our derivative instruments is reflected in the weighted-average interest rates.


Cash Resources
 
As of March 31,June 30, 2020, our cash resources consisted of cash and cash equivalents totaling $104.9$70.8 million. Of this amount, $15.7$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 $27.0$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 March 31,June 30, 2020, we had $23.8$14.2 million and $8.7$10.3 million available to borrow under our third-party and external joint-venture financing arrangements, respectively, primarily for funding of construction of certain development projects. Additionally, on July 16, 2020, we entered into a $25.0 million unsecured revolving line of credit with WPC, which is scheduled to mature on January 16, 2021 (Note 3, Note 13). Our cash resources may be used for future construction costs, and can be used for working capital needs, other commitments, and distributions to our stockholders. In addition, our unleveraged properties had an aggregate carrying value of $186.8$224.0 million as of March 31,June 30, 2020, although there can be no assurance that we would be able to obtain financing for these properties.



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Cash Requirements
 
During the next 12 months following the date of this Report, we expect that our cash requirements will include making payments to fund capital commitments such as development projects, paying distributions to our stockholders and to our affiliates that hold noncontrolling interests in entities we control, making share repurchases pursuant to our redemption plan, and making scheduled debt service payments, as well as other normal recurring operating expenses. Total principal payments of $114.1$149.5 million, including balloon payments totaling $104.6$140.8 million on our consolidated mortgage loan obligations, are due during the next 12 months. In addition, we may be required to pay $2.5 million in principal reduction payments for debt covenant breaches on two loans related to an equity investment (as of the date of this Report, the lender has not made such request). Lastly, we have 30 days to make payment on the awarded amount of $2.6 million to the joint venture partner of our previously owned Ghana investment (Note 13).




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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, asset sales, and paying all asset management fees toIn addition, our Advisor in shares (which effective April 1, 2020, our Advisor electedprovided us with additional cash flexibility by agreeing to receive all of the asset management fees in shares of our Class A common stock). Our Advisor may also providestock, effective April 1, 2020, and by providing us with a $25.0 million unsecured revolving line of credit at its discretion. on July 16, 2020 (Note 3, Note 13). We reduced our distributions declared for both Class A and Class C common stock in the second quarter of 2020 by approximately 60%, as compared to the first quarter of 2020, in order to enable us to retain cash and preserve financial flexibility. Lastly, if necessary, we can access additional sources of liquidity through leveraging our unleveraged properties and asset sales.

Through the date of this Report, we received 83% from tenants substantially all net lease contractual base rent that was due in the firstsecond quarter, and 84%90% of net lease contractual base rent that was due in April.July. In addition, we wrote off $7.0did 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 straight-line rent receivables based on our current assessmentcondensed consolidated statements of less than 75% likelihood of collecting all remaining contractual rent on certain net lease hotels.operations. Given the significant uncertainty around the duration and severity of the impact of COVID-19, we are unable to predict the impact it will have on our tenants’ continued ability to pay rent.


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


Off-Balance Sheet Arrangements and Contractual Obligations


The table below summarizes our debt, off-balance sheet arrangements, and other contractual obligations (primarily our capital commitments) as of March 31,June 30, 2020 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):
Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
Total 
Less than
1 year
 1-3 years 3-5 years 
More than
5 years
Debt — principal (a)
$1,188,311
 $114,057
 $304,422
 $512,528
 $257,304
$1,211,496
 $149,474
 $329,788
 $579,850
 $152,384
Capital commitments (b)
238,001
 188,888
 49,113
 
 
230,698
 181,252
 49,446
 
 
Interest on borrowings178,129
 45,285
 74,913
 45,198
 12,733
167,691
 44,547
 72,968
 41,781
 8,395
External joint venture loans, including interest (c)
6,517
 316
 633
 633
 4,935
6,731
 311
 669
 1,656
 4,095
Deferred acquisition fees (d)
2,925
 2,730
 195
 
 
2,503
 2,503
 
 
 
$1,613,883
 $351,276
 $429,276
 $558,359
 $274,972
$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 $6.2$6.0 million of deferred financing costs and $1.3$2.0 million of unamortized premium, net (Note 9).
(b)
Capital commitments is comprised of estimated construction funding for our current development projects totaling $233.3$227.8 million (Note 4), $3.7$1.9 million of outstanding commitments on development projects that have been placed into service, and $1.0 million of tenant improvement allowances at certain properties.
(c)
Comprised of loans and related interest from our joint venture partners to the jointly owned investments that we consolidate (Note 3).

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


Amounts in the table above that relate to our foreign operations are based on the exchange rate of the local currencies as of March 31,June 30, 2020, which consisted primarily of the euro and Norwegian krone and, to a lesser extent, the British pound sterling. As of March 31,June 30, 2020, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.




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Supplemental Financial Measures


In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use FFO, MFFO, and Adjusted MFFO, which are non-GAAP measures. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO, MFFO, and Adjusted MFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.


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


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


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



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MFFO


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


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complete and the proceeds are invested. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-traded REIT industry.


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


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


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


Adjusted MFFO


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



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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.



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FFO, MFFO, and Adjusted MFFO were as follows (in thousands):
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net (loss) income attributable to CPA:18 – Global$(8,180) $14,827
$(1,191) $3,078
 $(9,371) $17,905
Adjustments:          
Depreciation and amortization of real property14,530
 15,456
14,660
 17,264
 29,190
 32,720
Gain on sale of real estate, net
 (15,408)
 (650) 
 (16,058)
Proportionate share of adjustments for noncontrolling interests to arrive at FFO (a)
(1,534) 1,240
(1,515) (2,006) (3,049) (766)
Proportionate share of adjustments to equity in net income of partially owned entities208
 313
26
 190
 234
 503
Total adjustments13,204
 1,601
13,171
 14,798
 26,375
 16,399
FFO (as defined by NAREIT) attributable to CPA:18 – Global5,024
 16,428
11,980
 17,876
 17,004
 34,304
Adjustments:          
Straight-line and other rent adjustments (b)
6,183
 (1,047)
Allowance for credit losses (c)
4,865
 
Other (gains) and losses (d) (e)
2,284
 (17)
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 discounts242
 374
363
 563
 605
 937
Above and below market rent intangible lease amortization, net (f)
(175) (85)
Above and below market rent intangible lease amortization, net (e)
(159) (87) (334) (172)
Other amortization and non-cash items80
 
139
 
 219
 
Proportionate share of adjustments for noncontrolling interests12
 23
Acquisition and other expenses33
 76
 33
 76
Allowance for credit losses (f)

 
 4,865
 
Proportionate share of adjustments for noncontrolling interests (g)
1,239
 1
 1,251
 24
Proportionate share of adjustments for partially owned entities5
 
(4) 
 1
 
Total adjustments13,496
 (752)251
 (1,269) 13,747
 (2,021)
MFFO attributable to CPA:18 – Global18,520
 15,676
12,231
 16,607
 30,751
 32,283
Adjustments:          
Tax expense, deferred(1,364) (36)802
 (850) (562) (887)
Hedging gains485
 378
473
 377
 958
 755
Total adjustments(879) 342
1,275
 (473) 396
 (132)
Adjusted MFFO attributable to CPA:18 – Global$17,641
 $16,018
$13,506
 $16,134
 $31,147
 $32,151
__________
(a)The threesix months ended March 31,June 30, 2019 includes a gain on sale with regard to our joint venture real estate disposal.

CPA:18 – Global 6/30/2020 10-Q54




(b)
Amount for the three months ended March 31, 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.
(c)
In accordance with our adoption of ASU 2016-13 on January 1, 2020, we recorded an allowance for credit loss during the three months ended March 31, 2020 (Note 5).
(d)Primarily comprised of gains and losses from foreign currency movements, gains and losses on derivatives, and loss on extinguishment of debt. The threesix months ended March 31,June 30, 2020 includes a $2.8 million loss to write-off the VAT receivable at Ghana as collectibility was no longer deemed probable.probable (Note 4).
(e)(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.
(f)(d)
Amount for the six months ended June 30, 2020 includes a $7.0 million write-off of straight-line rent receivables (Note 2). Under GAAP, rental receipts are recorded on a straight-line basis over the life of the lease. This may result in timing of income recognition that is significantly different than on an accrual basis.
(e)Under GAAP, certain intangibles are accounted for at cost and reviewed at least annually for impairment, and certain intangibles are assumed to diminish predictably in value over time and amortized, similar to depreciation and amortization of other real estate related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges relating to amortization of these intangibles, MFFO, and Adjusted MFFO provides useful supplemental information on the performance of the real estate.
(f)
In accordance with ASU 2016-13, we recorded an allowance for credit losses due to changes in expected economic conditions during the six months ended June 30, 2020 (Note 5).
(g)
The three and six months ended June 30, 2020 includes a gain as a result of the litigation settlement with the joint venture partner on our previously owned Ghana investment (Note 4, Note 13).





CPA:18 – Global 3/31/6/30/2020 10-Q5155







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. Generally,risk, however, we generally do not use derivative instruments to hedge credit/market risks or for speculative purposes. However, fromFrom 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 March 31,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 based on the(as a percentage of our ABR as of that date:ABR):


16.3% related to hotel and leisure properties;
5.4%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 6.0%5.7% (based on Stabilized NOI) in student housing properties, which has heightened risk due to the impact of the COVID-19 pandemic on the individual students from which we earn student housing revenue.


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


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


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





CPA:18 – Global 3/31/6/30/2020 10-Q5256







As of March 31,June 30, 2020, a significant portion (approximately 94.1%93.4%) of our outstanding debt either bore interest at fixed rates, or was swapped or capped to a fixed rate. Our debt obligations are more fully described in Note 9 and Liquidity and Capital Resources — Summary of Financing in Item 2 above. The following table presents principal cash outflows for the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, based upon expected maturity dates of our debt obligations outstanding as of March 31,June 30, 2020 (in thousands):

2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Fair value2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Fair value
Fixed-rate debt (a)
$52,573
 $106,792
 $98,839
 $152,694
 $176,101
 $340,521

$927,520

$927,752
$51,157
 $109,776
 $98,513
 $152,986
 $176,564
 $350,006

$939,002

$946,881
Variable rate debt (a)
$7,113
 $45,187
 $90,369
 $51,222
 $22,234
 $44,666

$260,791

$268,960
$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 March 31,June 30, 2020, as applicable.


The estimated fair value of our fixed-rate debt and variable-rate debt (which either have effectively been converted to a fixed rate through the use of interest rate swaps) is marginally affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt as of March 31,June 30, 2020 by an aggregate increase of $34.7$32.9 million or an aggregate decrease of $39.6$38.1 million, respectively. Annual interest expense on our unhedged variable-rate debt as of March 31,June 30, 2020 would increase or decrease by $0.7$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 March 31,June 30, 2020, but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their term. This debt is generally not subject to short-term fluctuations in interest rates.


Foreign Currency Exchange Rate Risk


We own international investments, primarily in Europe and, as a result, are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro and the Norwegian krone, which may affect future costs and cash flows. Although most of our foreign investments through the firstsecond quarter of 2020 were conducted in these currencies, we may conduct business in other currencies in the future. Volatile market conditions arising from the spread of 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 March 31,June 30, 2020 during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, are as follows (in thousands): 
Lease Revenues (a) (b)
 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Euro (c)
 $35,421
 $47,322
 $45,100
 $42,253
 $39,163
 $327,858
 $537,117
 $22,383
 $44,620
 $44,600
 $39,253
 $36,091
 $334,442
 $521,389
Norwegian krone (d)
 7,649
 9,683
 9,338
 9,338
 6,702
 26,589
 69,299
 5,598
 10,505
 10,067
 10,067
 7,225
 28,666
 72,128
 $43,070
 $57,005
 $54,438
 $51,591
 $45,865
 $354,447
 $606,416
 $27,981
 $55,125
 $54,667
 $49,320
 $43,316
 $363,108
 $593,517





CPA:18 – Global 3/31/6/30/2020 10-Q5357







Scheduled debt service payments (principal and interest) for mortgage notes for our foreign operations as of March 31,June 30, 2020, during the remainder of 2020, each of the next four calendar years following December 31, 2020, and thereafter, are as follows (in thousands):
Debt Service (a) (e)
 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total 2020 (Remainder) 2021 2022 2023 2024 Thereafter Total
Euro (c)
 $55,797
 $72,247
 $49,032
 $82,797
 $71,257
 $11,987
 $343,117
 $53,713
 $73,897
 $50,168
 $87,349
 $72,831
 $12,252
 $350,210
Norwegian krone (d)
 4,893
 38,970
 3,394
 3,394
 3,394
 85,575
 139,620
 3,120
 42,014
 3,659
 3,659
 3,659
 92,258
 148,369
British pound sterling (b)
 1,614
 2,151
 75,179
 
 
 
 78,944
 1,053
 2,101
 74,614
 
 
 
 77,768
 $62,304
 $113,368
 $127,605
 $86,191
 $74,651
 $97,562
 $561,681
 $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 March 31,June 30, 2020. Contractual rents and debt obligations are denominated in the functional currency of the country where each property is located.
(b)The revenues generated from our student housing operating properties located in the United Kingdom are excluded, as they do not meet the criteria of non-cancelable operating leases. We estimate that, for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of March 31,June 30, 2020 of $0.8 million.
(c)We estimate that, for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected estimated property-level cash flow as of March 31,June 30, 2020 of $1.9$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 March 31,June 30, 2020 of $0.7$0.8 million.
(e)Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding as of March 31,June 30, 2020.





CPA:18 – Global 3/31/6/30/2020 10-Q5458







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 March 31,June 30, 2020, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of March 31,June 30, 2020 at a reasonable level of assurance.


Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





CPA:18 – Global 3/31/6/30/2020 10-Q5559







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 spread of COVID-19 pandemic, which has been declaredand is likely to be a pandemic by the World Health Organization. Risks related to COVID-19 have begun (and may continue)continue to adversely affect global, national, and local economies and the global financial markets, includingmarkets. 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 debteconomic slowdown with no known duration and equity capital markets, whichis expected to have begun (and are likely to continue) to experience significant volatility,a continuing adverse impact on commercial and economic activity, leading to anuncertainty 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 record unemployment levels thatmarket volatility has eroded the financial conditions of certain of our tenants and operating properties, which could materially adversely affect our and has adversely affectedfinancial condition (including our tenants’ respective businesses, financial condition,ability to maintain our current distributions levels or redemption program), liquidity, results of operations, and prospects, as well as our NAVs. We can give no assurance that we will be able to maintain dividend levels or continue our redemption program.

We are closely monitoring the impact of COVID-19 on all aspects of our business, including how it will impact our tenants and properties. 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 their business operations, liquidity, ability to pay rent and other payments due to us and other parties, and their financial position. 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, or thatcausing our access to sources of funding andto become constrained, which could adversely affect our ability to meet our financial covenants, will not become constrained, which could adversely affect the terms or even availability and terms of future borrowings, renewals, orand refinancings. In addition, the deterioration of global economic conditions as a result of the pandemic is likely to negatively impact our tenants.

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 treatmitigate its impact, among others. The potential impactimpacts, all of COVID-19 on our tenantswhich are highly uncertain and properties could have a material adverse effect on our business, financial condition (including our ability to maintain dividends and redemption program), NAVs, liquidity, results of operations, and prospects.cannot be predicted with confidence.






CPA:18 – Global 3/31/6/30/2020 10-Q5660







Item 2. Unregistered Sales of Equity Securities.


Unregistered Sales of Equity Securities


During the three months ended March 31,June 30, 2020,, we issued 169,045288,652 shares of our Class A common stock to our Advisor as consideration for asset management fees, which were issued at our most recently published NAV at the date of issuance. The shares issued for JanuaryApril and FebruaryMay 2020 (110,843 shares) were based on the NAV as of September 30, 2019 ($8.67), and the shares issued in March 2020 (58,202(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 March 31,June 30, 2020:
  Class A Class C    
2020 Period 
Total number of Class A
shares purchased
(a)
 Average price
paid per share
 
Total number of Class C
shares purchased
(a)
 Average price
paid per share
 
Total number of shares
purchased as part of
publicly announced plans or program 
(a)
 
Maximum number (or
approximate dollar value)of shares that may yet be
purchased under the plans or program 
(a)
January 1-31 
 $
 
 $
 N/A N/A
February 1-29 
 
 
 
 N/A N/A
March 1-31 682,991
 8.58
 264,268
 8.58
 N/A N/A
Total 682,991
   264,268
      
  Class A Class C    
2020 Period 
Total number of Class A
shares purchased
(a)
 Average price
paid per share
 
Total number of Class C
shares purchased
(a)
 Average price
paid per share
 
Total number of shares
purchased as part of
publicly announced plans or program 
(a)
 
Maximum number (or
approximate dollar value)of shares that may yet be
purchased under the plans or program 
(a)
April 1-30 
 $
 
 $
 N/A N/A
May 1-31 
 
 
 
 N/A N/A
June 1-30 616,397
 8.00
 179,380
 8.06
 N/A N/A
Total 616,397
   179,380
      
___________
(a)Represents shares of our Class A and Class C common stock requested to be repurchased under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, subject to certain exceptions, conditions, and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. During the three months ended March 31,June 30, 2020, we received 13899 and 5742 redemption requests for Class A and Class C common stock, respectively. As of the date of this Report, we have fulfilled all of the valid redemption requests that we received during the three months ended March 31,June 30, 2020. We generally receive fees in connection with share redemptions. The average price paid per share will vary depending on the number of redemption requests that were made during the period, the number of redemption requests that qualify for special circumstances, and the most recently published quarterly NAV. For shares redeemed under such special circumstances, the redemption price was the greater of the price paid to acquire the shares from us or 95% of our most recently published NAVs.





CPA:18 – Global 3/31/6/30/2020 10-Q5761







Item 6. Exhibits.


The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
Exhibit No. Description Method of Filing
10.1 Second Amendment to Amended and Restated Advisory Agreement, dated as of May 11, 2020, among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp Filed herewith
10.2Loan 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 3/31/6/30/2020 10-Q5862



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:May 12,August 11, 2020  
  By:/s/ ToniAnn Sanzone
   ToniAnn Sanzone
   Chief Financial Officer
   (Principal Financial Officer)
    
Date:May 12,August 11, 2020  
  By:/s/ Arjun Mahalingam
   Arjun Mahalingam
   Chief Accounting Officer
   (Principal Accounting Officer)





CPA:18 – Global 3/31/6/30/2020 10-Q5963



EXHIBIT INDEX


The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
Exhibit No. Description Method of Filing
10.1 Second Amendment to Amended and Restated Advisory Agreement, dated as of May 11, 2020, among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp 
10.2Loan 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