10-Q 1 cpa172018q210-q.htm 10-Q Document
 

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, 2018

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                       


Commission File Number: 000-52891
cpa17logoa02a25.jpg
CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland
 
20-8429087
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
50 Rockefeller Plaza
 
 
New York, New York
 
10020
(Address of principal executive offices)
 
(Zip Code)
Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 filer o
Accelerated filer o
Non-accelerated filer þ 
 
 
(Do not check if a smaller reporting company)
 
 
 
Smaller reporting company o
Emerging growth company o
 

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 352,922,031 shares of common stock, $0.001 par value, outstanding at August 3, 2018.

 



INDEX
 

Forward-Looking Statements

This Quarterly Report on Form 10-Q, or 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: the Proposed Merger discussed herein, including the impact thereof; the amount and timing of any future dividends; statements regarding our corporate strategy and underlying assumptions about our portfolio (e.g. occupancy rate, lease terms, and tenant credit quality, including our expectations about tenant bankruptcies and interest coverage), possible new acquisitions and dispositions, and our international exposure and acquisition volume; our future capital expenditure levels, including any plans to fund our future liquidity needs, and future leverage and debt service obligations; our capital structure; statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust, or REIT, and the recently adopted Tax Cuts and Jobs Act in the United States; the impact of recently issued accounting pronouncements; other regulatory activity, such as the General Data Protection Regulation in the European Union or other data privacy initiatives; and the general economic outlook. 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. Other unknown or unpredictable factors could also have material adverse effects on our business, financial condition, liquidity, results of operations, Modified funds from operations, or 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 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, or the SEC, including but not limited to those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on March 15, 2018, or the 2017 Annual Report and in Part II, Item 1A. Risk Factors herein. 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 consolidated financial statements of the registrant in Part I, Item 1. Financial Statements (Unaudited).



CPA:17 – Global 6/30/2018 10-Q 1




PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
 
June 30, 2018
 
December 31, 2017
Assets
 
 
 
Investments in real estate:
 
 
 
Real estate — Land, buildings and improvements
$
2,760,620

 
$
2,772,611

Operating real estate — Land, buildings and improvements
348,710

 
340,772

Net investments in direct financing leases
501,539

 
509,228

In-place lease intangible assets
623,441

 
629,961

Other intangible assets
109,342

 
111,004

Investments in real estate
4,343,652

 
4,363,576

Accumulated depreciation and amortization
(672,274
)
 
(626,655
)
Assets held for sale, net
3,189

 

Net investments in real estate
3,674,567

 
3,736,921

Equity investments in real estate
397,896

 
409,254

Cash and cash equivalents
90,994

 
119,094

Accounts receivable and other assets, net
306,767

 
322,201

Total assets
$
4,470,224

 
$
4,587,470

Liabilities and Equity
 
 
 
Debt:
 
 
 
Mortgage debt, net
$
1,811,822

 
$
1,849,459

Senior credit facility, net
85,974

 
101,931

Debt, net
1,897,796

 
1,951,390

Accounts payable, accrued expenses and other liabilities
130,314

 
132,751

Below-market rent and other intangible liabilities, net
58,960

 
61,222

Deferred income taxes
26,983

 
30,524

Due to affiliates
9,510

 
11,467

Distributions payable
57,349

 
56,859

Total liabilities
2,180,912

 
2,244,213

Commitments and contingencies (Note 11)


 


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

 

Common stock, $0.001 par value; 900,000,000 shares authorized; and 352,910,073 and 349,899,827 shares, respectively, issued and outstanding
353

 
349

Additional paid-in capital
3,207,178

 
3,174,786

Distributions in excess of accumulated earnings
(921,427
)
 
(861,319
)
Accumulated other comprehensive loss
(102,802
)
 
(78,420
)
Total stockholders’ equity
2,183,302

 
2,235,396

Noncontrolling interests
106,010

 
107,861

Total equity
2,289,312

 
2,343,257

Total liabilities and equity
$
4,470,224

 
$
4,587,470


See Notes to Consolidated Financial Statements.


CPA:17 – Global 6/30/2018 10-Q 2


CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except share and per share amounts) 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Lease revenues:
 
 
 
 
 
 
 
Rental income
$
74,179

 
$
71,754

 
$
148,870

 
$
163,008

Interest income from direct financing leases
14,668

 
14,581

 
29,308

 
29,277

Total lease revenues
88,847

 
86,335

 
178,178

 
192,285

Operating real estate income
11,786

 
9,575

 
23,999

 
18,912

Other interest income
5,003

 
3,151

 
9,566

 
4,891

Other operating income
4,190

 
7,452

 
11,365

 
13,430

 
109,826

 
106,513

 
223,108

 
229,518

Operating Expenses
 
 
 
 
 
 
 
Depreciation and amortization
27,781

 
28,063

 
56,231

 
58,882

Property expenses
24,386

 
20,725

 
47,423

 
37,330

Operating real estate expenses
8,912

 
3,427

 
16,529

 
6,779

Impairment charges and other credit losses
6,168

 

 
11,572

 
4,519

General and administrative
3,419

 
3,806

 
6,538

 
7,376

Merger and other expenses
2,300

 
(440
)
 
2,357

 
310

 
72,966

 
55,581

 
140,650

 
115,196

Other Income and Expenses
 
 
 
 
 
 
 
Interest expense
(20,801
)
 
(21,453
)
 
(41,351
)
 
(44,843
)
Equity in earnings of equity method investments in real estate
11,145

 
2,270

 
15,828

 
4,255

Other gains and (losses)
1,168

 
10,273

 
5,171

 
15,930

Loss on extinguishment of debt

 
(353
)
 

 
(1,967
)
 
(8,488
)
 
(9,263
)
 
(20,352
)
 
(26,625
)
Income before income taxes and gain on sale of real estate
28,372

 
41,669

 
62,106

 
87,697

 (Provision for) benefit from income taxes
(1,071
)
 
(1,115
)
 
332

 
(1,736
)
Income before gain on sale of real estate, net of tax
27,301

 
40,554

 
62,438

 
85,961

Gain on sale of real estate, net of tax

 
1,171

 
24

 
2,910

Net Income
27,301

 
41,725

 
62,462

 
88,871

Net income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $5,185, $6,971, $11,355 and $13,781, respectively)
(7,746
)
 
(10,919
)
 
(16,170
)
 
(20,054
)
Net Income Attributable to CPA:17 – Global
$
19,555

 
$
30,806

 
$
46,292

 
$
68,817

Basic and Diluted Earnings Per Share
$
0.06

 
$
0.09

 
$
0.13

 
$
0.20

Basic and Diluted Weighted-Average Shares Outstanding
353,824,796

 
347,672,836

 
352,966,643

 
346,739,936

 
 
 
 
 
 
 
 
Distributions Declared Per Share
$
0.1625

 
$
0.1625

 
$
0.3250

 
$
0.3250


See Notes to Consolidated Financial Statements.


CPA:17 – Global 6/30/2018 10-Q 3


CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
(in thousands) 

Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net Income
$
27,301

 
$
41,725

 
$
62,462

 
$
88,871

Other Comprehensive (Loss) Income
 
 
 
 
 
 
 
Foreign currency translation adjustments
(54,804
)
 
50,309

 
(27,869
)
 
58,918

Change in net unrealized gain (loss) on derivative instruments
5,365

 
(10,139
)
 
3,033

 
(12,692
)
Change in unrealized gain on marketable investments

 
1

 

 
31

 
(49,439
)
 
40,171

 
(24,836
)
 
46,257

Comprehensive (Loss) Income
(22,138
)
 
81,896

 
37,626

 
135,128

 
 
 
 
 
 
 
 
Amounts Attributable to Noncontrolling Interests
 
 
 
 
 
 
 
Net income
(7,746
)
 
(10,919
)
 
(16,170
)
 
(20,054
)
Foreign currency translation adjustments
1,001

 
(1,122
)
 
454

 
(1,381
)
Comprehensive income attributable to noncontrolling interests
(6,745
)
 
(12,041
)
 
(15,716
)
 
(21,435
)
Comprehensive (Loss) Income Attributable to CPA:17 – Global
$
(28,883
)
 
$
69,855

 
$
21,910

 
$
113,693

 
See Notes to Consolidated Financial Statements.


CPA:17 – Global 6/30/2018 10-Q 4


CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
Six Months Ended June 30, 2018 and 2017
(in thousands, except share and per share amounts)
 
 CPA:17 – Global
 
 
 
 
 
Total Outstanding Shares
 
Common Stock
 
Additional Paid-In Capital
 
Distributions in Excess of Accumulated Earnings
 
Accumulated Other Comprehensive Loss
 
Total CPA:17
– Global Stockholders
 
Noncontrolling Interests
 
Total
Balance at January 1, 2018
349,899,827

 
$
349

 
$
3,174,786

 
$
(861,319
)
 
$
(78,420
)
 
$
2,235,396

 
$
107,861

 
$
2,343,257

Cumulative-effect adjustment for the adoption of new accounting pronouncement (Note 2)
 
 
 
 
 
 
8,068

 
 
 
8,068

 
 
 
8,068

Shares issued
4,980,676

 
5

 
50,175

 
 
 
 
 
50,180

 
 
 
50,180

Shares issued to affiliates
1,484,554

 
2

 
14,920

 
 
 
 
 
14,922

 
 
 
14,922

Distributions declared ($0.3250 per share)
 
 
 
 
 
 
(114,468
)
 
 
 
(114,468
)
 
 
 
(114,468
)
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 

 
(18,273
)
 
(18,273
)
Contributions from noncontrolling interests
 
 
 
 
 
 
 
 
 
 

 
706

 
706

Net income
 
 
 
 
 
 
46,292

 
 
 
46,292

 
16,170

 
62,462

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 

 
 
 

Foreign currency translation adjustments
 
 
 
 
 
 
 
 
(27,415
)
 
(27,415
)
 
(454
)
 
(27,869
)
Realized and unrealized gain on derivative instruments
 
 
 
 
 
 
 
 
3,033

 
3,033

 
 
 
3,033

Repurchase of shares
(3,454,984
)
 
(3
)
 
(32,703
)
 
 
 
 
 
(32,706
)
 
 
 
(32,706
)
Balance at June 30, 2018
352,910,073

 
$
353

 
$
3,207,178

 
$
(921,427
)
 
$
(102,802
)
 
$
2,183,302

 
$
106,010

 
$
2,289,312

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2017
343,575,840

 
$
343

 
$
3,106,456

 
$
(732,613
)
 
$
(156,676
)
 
$
2,217,510

 
$
97,494

 
$
2,315,004

Shares issued
5,059,937

 
6

 
51,475

 
 
 
 
 
51,481

 
 
 
51,481

Shares issued to affiliates
1,316,699

 
1

 
13,326

 
 
 
 
 
13,327

 
 
 
13,327

Distributions declared ($0.3250 per share)
 
 
 
 
 
 
(112,531
)
 
 
 
(112,531
)
 
 
 
(112,531
)
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 

 
(20,468
)
 
(20,468
)
Net income
 
 
 
 
 
 
68,817

 
 
 
68,817

 
20,054

 
88,871

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
57,537

 
57,537

 
1,381

 
58,918

Realized and unrealized loss on derivative instruments
 
 
 
 
 
 
 
 
(12,692
)
 
(12,692
)
 
 
 
(12,692
)
Change in unrealized gain on marketable investments
 
 
 
 
 
 
 
 
31

 
31

 
 
 
31

Repurchase of shares
(2,955,998
)
 
(3
)
 
(27,997
)
 
 
 
 
 
(28,000
)
 
 
 
(28,000
)
Balance at June 30, 2017
346,996,478

 
$
347

 
$
3,143,260

 
$
(776,327
)
 
$
(111,800
)
 
$
2,255,480

 
$
98,461

 
$
2,353,941


See Notes to Consolidated Financial Statements.


CPA:17 – Global 6/30/2018 10-Q 5


CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 
Six Months Ended June 30,
 
2018
 
2017
Cash Flows — Operating Activities
 
 
 
Net Cash Provided by Operating Activities
$
138,594

 
$
119,304

Cash Flows — Investing Activities
 
 
 
Funding for build-to-suit projects and expansions
(16,256
)
 
(9,197
)
Return of capital from equity investments in real estate
12,670

 
26,278

Capital contributions to equity investments in real estate
(6,410
)
 
(149,074
)
Capital expenditures on owned real estate
(2,143
)
 
(1,425
)
Proceeds from insurance settlements
1,874

 

Payment of deferred acquisition fees to an affiliate
(1,671
)
 
(1,979
)
Acquisitions of real estate and direct financing leases
(1,333
)
 
(11,439
)
Other investing activities, net
975

 
1,014

Value added taxes paid in connection with acquisition of real estate
(885
)
 
(1,792
)
Proceeds from sale of real estate

 
111,279

Proceeds from repayment of preferred equity interest

 
27,000

Value added taxes refunded in connection with acquisition of real estate

 
5,412

Net Cash Used in Investing Activities
(13,179
)
 
(3,923
)
Cash Flows — Financing Activities
 
 
 
Distributions paid
(113,978
)
 
(111,973
)
Proceeds from issuance of shares
50,180

 
51,481

Repurchase of shares
(32,706
)
 
(28,000
)
Repayments of Senior Credit Facility
(29,471
)
 
(40,677
)
Scheduled payments and prepayments of mortgage principal
(23,966
)
 
(329,641
)
Distributions to noncontrolling interests
(18,273
)
 
(20,468
)
Proceeds from Senior Credit Facility
13,590

 
67,261

Contributions from noncontrolling interests
706

 

Payment of financing costs and mortgage deposits, net of deposits refunded
(11
)
 
(966
)
Proceeds from mortgage financing

 
178,695

Other financing activities, net

 
(612
)
Net Cash Used in Financing Activities
(153,929
)
 
(234,900
)
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
(1,632
)
 
6,392

Net decrease in cash and cash equivalents and restricted cash
(30,146
)
 
(113,127
)
Cash and cash equivalents and restricted cash, beginning of period
145,108

 
300,153

Cash and cash equivalents and restricted cash, end of period
$
114,962

 
$
187,026

See Notes to Consolidated Financial Statements.


CPA:17 – Global 6/30/2018 10-Q 6


CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Organization

Corporate Property Associates 17 – Global Incorporated, or CPA:17 – Global, and together with its consolidated subsidiaries, we, us, or our, is a publicly owned REIT that invests primarily in commercial real estate properties leased to companies both domestically and internationally. We were formed in 2007 and are managed by W. P. Carey Inc., or WPC, through one of its subsidiaries, or collectively our Advisor. 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 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. 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:17 Limited Partnership, or the Operating Partnership, and at June 30, 2018, we owned 99.99% of general and limited partnership interests in the Operating Partnership. The remaining interest in the Operating Partnership is held by a subsidiary of WPC.

At June 30, 2018, our portfolio was comprised of full or partial ownership interests in 411 properties, substantially all of which were fully-occupied and triple-net leased to 114 tenants, and totaled approximately 44.4 million square feet with a weighted-average lease term of 11.3 years and an occupancy rate of 99.7%. In addition, our portfolio was comprised of full or majority ownership interests in 38 operating properties, including 37 self-storage properties and one hotel property, for an aggregate of approximately 2.7 million square feet.

We operate in two reportable business segments: Net Lease and Self Storage. Our Net Lease segment includes our domestic and foreign investments in net-leased properties, whether they are accounted for as operating or direct financing leases. Our Self Storage segment is comprised of our investments in self-storage properties. In addition, we have investments in loans receivable, commercial mortgage-backed securities, or CMBS, one hotel, and certain other properties, which are included in our All Other category (Note 14). Our reportable business segments and All Other category are the same as our reporting units.

We raised aggregate gross proceeds of approximately $2.9 billion from our initial public offering, which closed in April 2011, and our follow-on offering, which closed in January 2013. We have fully invested the proceeds from our initial and follow-on public offerings. In addition, from inception through June 30, 2018, $726.2 million of distributions to our shareholders were reinvested in our common stock through our Distribution Reinvestment Plan, or DRIP.

On June 17, 2018, we entered into a merger agreement with WPC and certain of its subsidiaries, or the Merger Agreement, pursuant to which we will merge with and into one of WPC’s subsidiaries, or the Proposed Merger. If the Proposed Merger is consummated, our stockholders will receive a fixed exchange ratio of 0.160 shares of WPC common stock for each share of our common stock. See Note 3 for additional information on the Proposed Merger.

Note 2. Basis of Presentation

Basis of Presentation

Our interim 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 consolidated financial position, results of operations, and cash flows in accordance with generally accepted accounting principles in the United States, or 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 consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2017, which are included in the 2017 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.



CPA:17 – Global 6/30/2018 10-Q 7


Notes to Consolidated Financial Statements (Unaudited)

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Basis of Consolidation

Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries and our tenancy-in-common interest, as described below. 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 variable interest entity, or VIE, and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets.

At both June 30, 2018 and December 31, 2017, we considered 21 entities VIEs, nine of which we consolidated as we are considered the primary beneficiary and one of which we accounted for as a loan receivable. The following table presents a summary of selected financial data of the consolidated VIEs, included in the consolidated balance sheets (in thousands):
 
June 30, 2018
 
December 31, 2017
Real estate — Land, buildings and improvements
$
98,620

 
$
109,426

Operating real estate — Land, buildings and improvements
88,167

 
80,658

Net investments in direct financing leases
311,466

 
312,234

In-place lease intangible assets
8,501

 
8,650

Accumulated depreciation and amortization
(22,883
)
 
(26,395
)
Assets held for sale, net
3,189

 

Accounts receivable and other assets, net
65,752

 
73,620

Total assets
559,152

 
567,929

 
 
 
 
Mortgage debt, net
$
102,979

 
$
104,213

Accounts payable, accrued expenses and other liabilities
11,916

 
12,693

Deferred income taxes
10,251

 
12,374

Total liabilities
125,509

 
129,662


At both June 30, 2018 and December 31, 2017, we had 11 unconsolidated VIEs, all of which we account for under the equity method of accounting. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of these entities. As of June 30, 2018 and December 31, 2017, the net carrying amount of our investments in these entities was $275.4 million and $282.0 million, respectively, and our maximum exposure to loss in these entities was limited to our investments.



CPA:17 – Global 6/30/2018 10-Q 8


Notes to Consolidated Financial Statements (Unaudited)

At both June 30, 2018 and December 31, 2017, we had an investment in a tenancy-in-common interest in a portfolio of international properties. Consolidation of this investment is not required as such interest does not qualify as a VIE and does not meet the control requirement for consolidation. Accordingly, we account for this investment using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of this investment.

At times, the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the jointly owned investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits. At both June 30, 2018 and December 31, 2017, none of our equity investments had carrying values below zero.

Accounting Policy Update

Distributions from Equity Method Investments — 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 earning recognized, the excess is considered a return of investment and is classified as inflows from investing activities.

Reclassifications

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

Restricted Cash — In connection with our adoption of Accounting Standards Update, or ASU, 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, as described below, we revised our condensed consolidated statements of cash flows to include restricted cash when reconciling the beginning-of-period and end-of-period cash amounts shown on the statement of cash flows. As a result, we retrospectively revised prior periods presented to conform to the current period presentation. Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements and real estate taxes.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total presented in the consolidated statement of cash flows.

June 30, 2018
 
December 31, 2017
Cash and cash equivalents
$
90,994

 
$
119,094

Restricted cash (a)
23,968

 
26,014

Total cash and cash equivalents, and restricted cash
$
114,962

 
$
145,108

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

Recent Accounting Pronouncements

Pronouncements Adopted as of June 30, 2018

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 does not apply to our lease revenues, which constitute a majority of our revenues, but will primarily apply to revenues generated from our operating properties. We adopted this guidance for our interim and annual periods beginning January 1, 2018 using the modified retrospective method applied to any contracts not completed as of that date. There were no changes to the prior period presentations of revenue. Results of operations for reporting periods beginning January 1, 2018 are presented under Topic 606. The adoption of Topic 606 did not have a material impact on our consolidated financial statements.



CPA:17 – Global 6/30/2018 10-Q 9


Notes to Consolidated Financial Statements (Unaudited)

Revenue is recognized when, or as, control of promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

Revenue from contracts with customers primarily represents Operating real estate income of $11.8 million and $9.6 million for the three months ended June 30, 2018 and 2017, respectively, and $24.0 million and $18.9 million for the six months ended June 30, 2018 and 2017, respectively. Operating real estate income is primarily comprised of revenues from our self-storage portfolio as well as room rentals and food and beverage services at our hotel. We identified a single performance obligation for each distinct service. Performance obligations are typically satisfied at a point in time, at the time of sale, or at the rendering of the service. Fees are generally determined to be fixed. Payment is typically due immediately following the delivery of the service.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires all equity investments (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value, with changes in the fair value recognized through net income. We adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-01 did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 intends to reduce diversity in practice for certain cash flow classifications, including, but not limited to (i) debt prepayment or debt extinguishment costs, (ii) contingent consideration payments made after a business combination, (iii) proceeds from the settlement of insurance claims, and (iv) distributions received from equity method investees. We retrospectively adopted this guidance for our interim and annual periods beginning January 1, 2018. As a result, we reclassified debt extinguishment costs from net cash provided by operating activities to net cash used in financing activities on the condensed consolidated statement of cash flows for the six months ended June 30, 2017. The adoption of ASU 2016-15 did not have a material impact on our consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 intends to reduce diversity in practice for the classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 on January 1, 2018 and have retrospectively applied this standard to our condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017. See Restricted Cash above for additional information.

In February 2017, the FASB issued ASU 2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20). ASU 2017-05 clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments define the term “in substance nonfinancial asset,” in part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets. If substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty are in substance nonfinancial assets within the scope of Subtopic 610-20. This amendment also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent company may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. We adopted this guidance for our interim and annual periods beginning January 1, 2018 and applied the modified retrospective transition method (applicable to any contracts not completed as of that date). Results of operations for reporting periods beginning January 1, 2018 are presented under Subtopic 610-20, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.



CPA:17 – Global 6/30/2018 10-Q 10


Notes to Consolidated Financial Statements (Unaudited)

As of January 1, 2018, there was one open contract, which was related to the I-drive Property disposition and I-drive Wheel restructuring (Note 13). On March 17, 2017, the developer exercised its purchase option and acquired the entertainment complex, which we refer to as the I-drive Property. The gain on sale was deferred during the first quarter of 2017 and was expected to be recognized in income upon recovery of the cost of the I-drive Property through the receipt of principal payments received on the mezzanine loan. As a result of the adoption of ASU 2017-05, we recognized a cumulative effect adjustment to the opening balance of stockholders’ equity and a reduction to Accounts payable, accrued expenses and other liabilities as of January 1, 2018 equal to the total gain on sale of the Property of $2.1 million that was previously deferred.

In addition to the sale of the I-drive Property, we restructured the $50.0 million loan, referred to as the I-drive Wheel Loan, to fund the construction of an observation wheel, which we refer to as the I-drive Wheel. This resulted in the elimination of our participation in the expected residual profits, with the loan no longer qualifying as an acquisition, development and construction of real estate arrangement, or ADC Arrangement, pursuant to the equity method of accounting. The gain recognized upon restructuring of the I-drive Wheel Loan of $16.4 million was deferred during 2017. As a result of the adoption of ASU 2017-05, the loan restructuring is now recognized as a receivable purchased at a discount of $18.6 million (which represents the carrying value of the ADC Arrangement upon restructuring on March 17, 2017) and will accrete up to the fair value of the loan in the amount of $35.0 million until maturity in December 2018. Accordingly, as of January 1, 2018, we recognized (i) a reduction of $16.4 million to Accounts payable, accrued expenses and other liabilities, (ii) a reduction of $10.4 million to Accounts receivable and other assets, net and (iii) an adjustment to the opening balance of stockholders’ equity for the accretion of the loan related to prior periods, using the effective interest method, of $6.0 million.

Pronouncements to be Adopted after June 30, 2018

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 modifies the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract, the lessee and the lessor. ASU 2016-02 provides new guidelines that change the accounting for leasing arrangements for lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely equivalent to the current model, with the distinction between operating, sales-type, and direct financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard. ASU 2016-02 also replaces existing sale-leaseback guidance with a new model that requires symmetrical accounting between the seller-lessee and buyer-lessor. Additionally, ASU 2016-02 requires lessors to record costs paid directly by a lessee on behalf of a lessor (e.g., real estate taxes and insurance costs) on a gross basis and will require extensive quantitative and qualitative disclosures.

Early application is permitted for all entities. ASU 2016-02 provides two transition methods. The first transition method allows for application of the new model at the beginning of the earliest comparative period presented. Under the second transition method, comparative periods would not be restated, with any cumulative effect adjustments recognized in the opening balance of retained earnings in the period of adoption. In addition, a practical expedient was recently issued by the FASB, which allows for lessors to combine non-lease components with related lease components if certain conditions are met. Further, in March 2018, the FASB approved, but has not yet finalized or issued, an update to allow lessors to make a policy election to record certain costs (e.g., insurance) paid directly by the lessee net, if the uncertainty regarding these variable amounts is not expected to ultimately be resolved. We will adopt this guidance for our interim and annual periods beginning January 1, 2019 and expect to use the second transition method. ASU 2016-02 is expected to impact our consolidated financial statements as we have certain operating office and land lease arrangements for which we are the lessee and also certain lease arrangements that include common area maintenance services (non-lease components) where we are the lessor. We are evaluating the impact of ASU 2016-02 and have not yet determined if it will have a material impact on our business or our consolidated financial statements.

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



CPA:17 – Global 6/30/2018 10-Q 11


Notes to Consolidated Financial Statements (Unaudited)

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 will be effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are in the process of evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements, and expect to adopt the standard for the fiscal year beginning January 1, 2019.

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, and disposition of real estate and related assets and mortgage loans; day-to-day management; and the performance of certain administrative duties. 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.

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 relevant agreements (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Amounts Included in the Consolidated Statements of Income
 
 
 
 
 
 
 
Asset management fees
$
7,493

 
$
7,339

 
$
14,985

 
$
14,664

Available Cash Distributions
5,185

 
6,971

 
11,355

 
13,781

Personnel and overhead reimbursements
1,826

 
2,310

 
3,591

 
4,601

Interest expense on deferred acquisition fees
60

 
68

 
124

 
132

Director compensation
40

 
53

 
80

 
106

 
$
14,604

 
$
16,741

 
$
30,135

 
$
33,284

Advisor Fees Capitalized
 
 
 
 
 
 
 
Current acquisition fees
$
127

 
$
3,537

 
$
130

 
$
3,823

Deferred acquisition fees
101

 
2,829

 
104

 
3,058

Personnel and overhead reimbursements

 
379

 
50

 
486

 
$
228

 
$
6,745

 
$
284

 
$
7,367


The following table presents a summary of amounts included in Due to affiliates in the consolidated financial statements (in thousands):
 
June 30, 2018
 
December 31, 2017
Due to Affiliates
 
 
 
Deferred acquisition fees, including interest
$
4,771

 
$
6,564

Asset management fees payable
2,498

 
2,435

Reimbursable costs
2,078

 
2,162

Accounts payable
163

 
175

Current acquisition fees

 
131

 
$
9,510

 
$
11,467




CPA:17 – Global 6/30/2018 10-Q 12


Notes to Consolidated Financial Statements (Unaudited)

Acquisition and Disposition Fees

We pay our Advisor acquisition fees for structuring and negotiating investments and related mortgage financing on our behalf, a portion of which is payable upon acquisition of investments, with the remainder subordinated to the achievement of a preferred return, which is a non-compounded cumulative distribution of 5.0% per annum (based initially on our invested capital). Acquisition fees payable to our Advisor with respect to our long-term, net-leased investments are 4.5% of the total cost of those investments and are comprised of a current portion of 2.5%, typically paid upon acquisition, and a deferred portion of 2.0%, typically paid over three years and subject to the 5.0% preferred return described above. The preferred return was achieved as of each of the cumulative periods ended June 30, 2018 and December 31, 2017. For certain types of non-long term net-leased investments, initial acquisition fees are between 1.0% and 1.75% of the equity invested plus the related acquisition fees, with no portion of the payment being deferred. Unpaid installments of deferred acquisition fees are included in Due to affiliates in the consolidated financial statements. Unpaid installments of deferred acquisition fees bear interest at an annual rate of 5.0%. The cumulative total acquisition costs, including acquisition fees paid to our Advisor, may not exceed 6.0% of the aggregate contract purchase price of all investments, which is measured at the end of each year. Our cumulative total acquisition costs have not exceeded the amount that would require our Advisor to reimburse us.

Our Advisor may be 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; however, payment of such fees is subordinated to the 5.0% preferred return. These fees are payable at the discretion of our board of directors.

Asset Management Fees

As described in the advisory agreement, we pay our Advisor asset management fees that vary based on the nature of the underlying investment. We pay 0.5% per annum of average market value for long-term net leases and certain other types of real estate investments, and 1.5% to 1.75% per annum of average equity value for certain types of securities. Asset management fees are payable in cash and/or shares of our common stock at our option, after consultation with our Advisor. If our Advisor receives all or a portion of its fees in shares, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value per share, or NAV, which was $10.04 as of December 31, 2017. Through May 31, 2018, all asset management fees earned by the Advisor were payable in shares of our common stock. In light of the Proposed Merger, in June 2018 our board of directors approved the payment of all asset management fees in cash instead of shares of our common stock, effective as of June 1, 2018. At June 30, 2018, our Advisor owned 16,131,967 shares (4.6%) of our common stock. Asset management fees are included in Property expenses in the consolidated financial statements.

Available Cash Distributions

WPC’s interest in the Operating Partnership entitles it to receive distributions of up to 10.0% of available cash generated by the Operating Partnership, referred to as 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 consolidated financial statements.
 
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 our Advisor, including Corporate Property Associates 18 – Global Incorporated, or CPA:18 – Global; Carey Watermark Investors Incorporated; Carey Watermark Investors 2 Incorporated; and Carey European Student Housing Fund I, L.P.; collectively referred to as the Managed Programs. Our Advisor also allocated a portion of its personnel and overhead expenses to Carey Credit Income Fund (now known as Guggenheim Credit Income Fund) prior to September 11, 2017, which was the effective date of its resignation as the advisor to that fund. Our Advisor allocates these expenses to us on the basis of our trailing four quarters of reported revenues in comparison to those of WPC and other entities managed by WPC and its affiliates.

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 development expenses. In addition, 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. We do not reimburse our Advisor for the cost of personnel if these personnel provide services for


CPA:17 – Global 6/30/2018 10-Q 13


Notes to Consolidated Financial Statements (Unaudited)

transactions for which our Advisor receives a transaction 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% and 2.0% for 2018 and 2017, respectively, of pro rata lease revenues for each year. 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 financings, lease amendments, and dispositions, among other categories, and includes 0.25% of the total investment cost of an acquisition. In general, personnel and overhead reimbursements are included in General and administrative expenses in the consolidated financial statements. However, we capitalize certain of the costs related to our Advisor’s legal transactions group if the costs relate to a transaction that is not considered to be a business combination.

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.

Proposed Merger

On June 17, 2018, we entered into the Merger Agreement with WPC and certain of its subsidiaries, pursuant to which we will merge with and into one of WPC’s subsidiaries. If the Proposed Merger is consummated, each share of our issued and outstanding common stock (excluding shares held by WPC and its subsidiaries) will be canceled and, in exchange for cancellation of such share, the rights attaching to such share will be converted automatically into the right to receive 0.160 shares of WPC common stock. All stockholders that are entitled to receive fractional shares of WPC will receive cash in lieu of such fractional shares.

On July 27, 2018 WPC filed a registration statement on Form S-4, which is currently under review by the SEC, to register the shares of its common stock to be issued to our stockholders in connection with the Proposed Merger. The Form S-4 includes a joint proxy statement that we intend to mail to our stockholders in connection with the Proposed Merger. The Proposed Merger and related transactions are subject to a number of closing conditions, including approvals by our stockholders and the stockholders of WPC. If these approvals are obtained and the other closing conditions are met, we currently expect the Proposed Merger to close at or around December 31, 2018, although there can be no assurance that the transaction will close at that time or at all.
 
Under the terms of the Merger Agreement, a special committee composed of our independent directors was permitted to solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third parties through July 18, 2018. There were no qualifying proposals received through that date.
 
In light of the Proposed Merger, in June 2018, our board of directors suspended our DRIP, as well as repurchases of shares of our common stock from our stockholders under our quarterly discretionary redemption plan, except for special circumstance redemptions.

During the three and six months ended June 30, 2018, we have incurred expenses related to the Proposed Merger totaling approximately $2.3 million, which is included in Merger and other expenses in our consolidated financial statements. Further details concerning the Proposed Merger are described in a Form 8-K that we filed with the SEC on June 18, 2018.

Jointly Owned Investments and Other Transactions with Affiliates

At June 30, 2018, we owned interests ranging from 6% to 97% in jointly owned investments, with the remaining interests held by affiliates or by third parties. We consolidate certain of these investments and account for the remainder under the equity method of accounting. We also owned an interest in a jointly controlled tenancy-in-common interest in several properties, which we account for under the equity method of accounting (Note 6). At December 31, 2017, we had $0.2 million due from an affiliate primarily related to one of our jointly owned investments, which has since been repaid.



CPA:17 – Global 6/30/2018 10-Q 14


Notes to Consolidated Financial Statements (Unaudited)

Note 4. Real Estate, Operating Real Estate and Assets Held for Sale

Real Estate — Land, Buildings and Improvements

Real estate, which consists of land and buildings leased to others, at cost, and which are subject to operating leases, is summarized as follows (in thousands):
 
June 30, 2018
 
December 31, 2017
Land
$
557,277

 
$
567,113

Buildings and improvements
2,175,385

 
2,200,901

Real estate under construction (a)
27,958

 
4,597

Less: Accumulated depreciation
(377,967
)
 
(354,668
)
 
$
2,382,653

 
$
2,417,943

__________
(a)
Amount as of June 30, 2018 includes accrued capitalized costs of $13.3 million.

During the six months ended June 30, 2018, the U.S. dollar strengthened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro decreased by 2.8% to $1.1658 from $1.1993. As a result, the carrying value of our real estate decreased by $32.8 million from December 31, 2017 to June 30, 2018.

Depreciation expense, including the effect of foreign currency translation, on our real estate was $16.5 million and $15.9 million for the three months ended June 30, 2018 and 2017, respectively and $33.8 million and $32.2 million for the six months ended June 30, 2018 and 2017, respectively.

Real Estate Under Construction

At June 30, 2018 and December 31, 2017, we had two and three build-to-suit investments that were still under construction. During the six months ended June 30, 2018, we completed one of our build-to-suit investments, which had a total cost of $5.8 million and was placed into service. The aggregate unfunded commitment on our build-to-suit investments and certain other tenant improvements totaled approximately $40.2 million and $56.5 million at June 30, 2018 and December 31, 2017, respectively.

Operating Real Estate — Land, Buildings and Improvements

Operating real estate, which consists of our wholly owned domestic self-storage operations and a majority ownership in one hotel, at cost, is summarized as follows (in thousands):
 
June 30, 2018
 
December 31, 2017
Land
$
90,560

 
$
90,042

Buildings and improvements
254,520

 
250,730

Real estate under construction (a)
3,630

 

Less: Accumulated depreciation
(29,977
)
 
(26,087
)
 
$
318,733

 
$
314,685

__________
(a)
Primarily represents restoration costs on our hotel property, which was impacted by Hurricane Irma as noted below.

Depreciation expense on our operating real estate was $2.2 million and $1.7 million, for the three months ended June 30, 2018 and 2017, respectively, and $3.9 million and $3.3 million for the six months ended June 30, 2018 and 2017, respectively.



CPA:17 – Global 6/30/2018 10-Q 15


Notes to Consolidated Financial Statements (Unaudited)

Hurricane Impact Update

Hurricane Irma made landfall in September 2017, which directly impacted our hotel in Miami, Florida, leased to Shelborne Operating Associates, LLC, or the Shelborne Hotel. The hotel sustained damage and has since been operating at less than full capacity. We believe all of the damages are covered by our insurance policy, apart from the estimated insurance deductible of $1.8 million and certain professional fees. In May 2018, in response to a delay in collecting our outstanding insurance receivables, we filed a complaint against our insurance carrier in the State of Florida. As such, we assessed the outstanding insurance receivable for collectability and recorded a reserve for insurance receivables totaling $2.0 million for both the three and six months ended June 30, 2018 (Note 11), which is included within Operating real estate expenses on our consolidated financial statements. We will continue to assess the collectability of the insurance proceeds on a periodic basis. At June 30, 2018, we had $23.2 million of insurance receivables, net of reserves, in Accounts receivable and other assets on our consolidated financial statements. As a result of filing the complaint, the amount payable to our third-party insurance adjuster was reduced by $1.2 million, as per our contractual arrangement, which we recorded as a reduction to expenses within Other income and (expenses) on our consolidated financial statements during both the three and six months ended June 30, 2018.

Through June 30, 2018, we received $3.2 million of insurance proceeds for remediation and restoration costs. During the second quarter of 2018, we reassessed the estimated allocation of insurance proceeds that we received through June 30, 2018 and determined that these were solely related to property damages. In addition to the above, we have business interruption insurance coverage pertaining to the operating losses that resulted from Hurricane Irma. We will record revenue for covered business interruption when both the recovery is probable and contingencies have been resolved with the insurance carrier.

We are still assessing the impact of the hurricane to the Shelborne Hotel, and as a result, the final damages incurred could vary significantly from our estimate and additional remediation work may be performed. Any changes in estimates for property damage will be recorded in the periods in which they are determined and any additional work will be recorded in the periods in which it is performed.

The aggregate unfunded commitment on the estimated remaining repairs remaining at our Shelborne Hotel totaled approximately $28.2 million at June 30, 2018.

Assets Held for Sale, Net

At June 30, 2018, Assets held for sale consisted of a net-leased property located in Waldaschaff, Germany. On June 15, 2018, we entered into an agreement to sell this property for $7.7 million (amount is based on the exchange rate of the euro on the date of the agreement). There can be no assurance that we will be able to sell this facility for that amount, or at all. At December 31, 2017, we did not have any properties classified as Assets held for sale. See Note 13 for more information for our disposition and properties held for sale.

Below is a summary of our properties held for sale (in thousands):
 
June 30, 2018 (a)
 
December 31, 2017
Land, buildings and improvements, net
$
3,189

 
$

Assets held for sale, net
$
3,189

 
$

__________
(a)
Amounts reflect $3.8 million related to an asset retirement obligation that buyer will assume upon consummation of the sale.

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 Net investments in direct financing leases and loans receivable. Operating leases are not included in finance receivables as such amounts are not recognized as an asset in the consolidated financial statements. Our loans receivable are included in Accounts receivable and other assets, net in the consolidated financial statements. Earnings from our loans receivable are included in Other interest income in the consolidated financial statements.



CPA:17 – Global 6/30/2018 10-Q 16


Notes to Consolidated Financial Statements (Unaudited)

At June 30, 2018 and December 31, 2017, we had five loans receivable with outstanding balances of $104.8 million and $110.5 million, respectively, which are included in Accounts receivable and other assets, net in the consolidated financial statements. The adoption of ASU 2017-05 impacted our outstanding loan receivable balance at June 30, 2018. See Note 2 for more details.

On January 8, 2015, we provided a mezzanine loan of $30.0 million to a subsidiary of 1185 Broadway LLC for the development of a hotel on a parcel of land in New York, New York. The mezzanine loan is collateralized by an equity interest in a subsidiary of 1185 Broadway LLC. On July 2, 2018, we received full repayment of this $30.0 million mezzanine loan (Note 15). 

In January 2018, The New York Times Company, a tenant at one of our properties, exercised its bargain purchase option to acquire the property for $250.0 million in 2019. There can be no assurance that such repurchase will be completed.

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. At June 30, 2018 and December 31, 2017, we had $1.9 million and $1.1 million, respectively, of finance receivable balances that were past due, of which we established allowances for credit losses of $1.5 million and $0.7 million, respectively.

During both the three and six months ended June 30, 2018, we recognized an allowance for credit losses totaling $6.2 million on two of our net-lease properties that are classified as direct financing leases due to the tenant informing us they will be going out of business and vacating the properties (Note 8). 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. 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, 2018
 
December 31, 2017
 
June 30, 2018
 
December 31, 2017
1
 
 
 
$

 
$

2
 
2
 
2
 
63,102

 
62,744

3
 
10
 
8
 
390,957

 
379,621

4
 
5
 
8
 
127,111

 
165,413

5
 
2
 
1
 
25,188

 
11,950

 
 
 
 
 
 
$
606,358

 
$
619,728


Note 6. Equity Investments in Real Estate

We own equity interests in net-leased properties that are generally leased to companies through noncontrolling interests (i) in partnerships and limited liability companies that we do not control but over which we exercise significant influence or (ii) as tenants-in-common subject to common control. Generally, the underlying investments are jointly owned with affiliates. We account for these investments under the equity method of accounting. Earnings for each investment are recognized in accordance with each respective investment agreement and, where applicable, based upon an allocation of the investment’s net assets at book value as if the investment were hypothetically liquidated at the end of each reporting period.

As required by current authoritative accounting guidance, we periodically compare an investment’s carrying value to its estimated fair value and recognize an impairment charge to the extent that the carrying value exceeds fair value and such decline is determined to be other than temporary. Additionally, we provide funding to developers for ADC Arrangements, under which we have provided loans to third-party developers of real estate projects, which we account for as equity investments as the characteristics of the arrangement with the third-party developers are more similar to a jointly owned investment or partnership rather than a loan.



CPA:17 – Global 6/30/2018 10-Q 17


Notes to Consolidated Financial Statements (Unaudited)

The following table presents Equity in earnings of equity method investments in real estate, which represents our proportionate share of the income or losses of these investments, as well as amortization of basis differences related to purchase accounting adjustments (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Equity Earnings from Equity Investments:
 
 
 
 
 
 
 
Net Lease
$
11,745

 
$
2,475

 
$
16,447

 
$
7,430

All Other (a) (b) (c)
2

 
460

 
595

 
(1,648
)
 
11,747

 
2,935

 
17,042

 
5,782

Amortization of Basis Differences on Equity Investments:
 
 
 
 
 
 
 
Net Lease
(525
)
 
(562
)
 
(1,060
)
 
(1,125
)
All Other (a) (b) (c)
(77
)
 
(103
)
 
(154
)
 
(402
)
 
(602
)
 
(665
)
 
(1,214
)
 
(1,527
)
Equity in earnings of equity method investments in real estate
$
11,145

 
$
2,270

 
$
15,828

 
$
4,255

__________
(a)
On October 3, 2017 we restructured our Shelborne Hotel investment. All equity interests in the investment were transferred to us in satisfaction of the underlying loan. Simultaneously, we transferred a 4.5% minority interest back to one of the original equity partners in exchange for a cash contribution of $4.0 million. As a result of the restructuring, we became the managing member with controlling financial interest in the investment. The minority interests have no decision-making control. Since the construction is now complete and the loan has been satisfied, we determined that this investment should no longer be accounted for as an ADC Arrangement and, as a result, have consolidated this investment as of the restructure date.
(b)
On May 19, 2017, we received the full repayment of our preferred equity interest in BPS Nevada LLC; therefore, the preferred equity interest was retired as of that date. As a result, the three and six months ended June 30, 2018 in the table above does not include any activity related to this investment.
(c)
On March 17, 2017, we restructured our investment in IDL Wheel Tenant, LLC (Note 13) and, as a result, this investment is accounted for as a loan receivable, included in Accounts receivable and other assets, net in the consolidated financial statements, and is no longer accounted for as an ADC Arrangement under the equity method of accounting.



CPA:17 – Global 6/30/2018 10-Q 18


Notes to Consolidated Financial Statements (Unaudited)

The following table sets forth our ownership interests in our equity method investments in real estate and their respective carrying values (dollars in thousands):
 
 
 
 
Ownership Interest at
 
Carrying Value at
Lessee/Equity Investee
 
Co-owner
 
June 30, 2018
 
June 30, 2018
 
December 31, 2017
Net Lease:
 
 
 
 
 
 
 
 
Hellweg Die Profi-Baumärkte GmbH & Co. KG (referred to as Hellweg 2) (a) (b)
 
WPC
 
37%
 
$
107,125

 
$
109,933

Kesko Senukai (a)
 
Third Party
 
70%
 
55,769

 
58,136

Jumbo Logistiek Vastgoed B.V. (a) (c)
 
WPC
 
85%
 
52,090

 
55,162

U-Haul Moving Partners, Inc. and Mercury Partners, LP (b)
 
WPC
 
12%
 
35,053

 
35,897

Bank Pekao S.A. (a) (b)
 
CPA:18 – Global
 
50%
 
23,945

 
25,582

BPS Nevada, LLC (b) (d)
 
Third Party
 
15%
 
23,435

 
23,455

State Farm Automobile Co.(b)
 
CPA:18 – Global
 
50%
 
15,261

 
16,072

Berry Global Inc. (b)
 
WPC
 
50%
 
14,045

 
14,476

Tesco Global Aruhazak Zrt. (a) (b)
 
WPC
 
49%
 
10,266

 
10,707

Eroski Sociedad Cooperativa — Mallorca (a)
 
WPC
 
30%
 
7,352

 
7,629

Apply Sørco AS (referred to as Apply) (a)
 
CPA:18 – Global
 
49%
 
7,328

 
6,298

Dick’s Sporting Goods, Inc. (b)
 
WPC
 
45%
 
3,396

 
3,750

Konzum d.d. (referred to as Agrokor) (a) (b)
 
CPA:18 – Global
 
20%
 
3,153

 
3,433

 
 
 
 
 
 
358,218

 
370,530

All Other:
 
 
 
 
 
 
 
 
BG LLH, LLC (b) (d)
 
Third Party
 
6%
 
39,678

 
38,724

 
 
 
 
 
 
39,678

 
38,724

 
 
 
 
 
 
$
397,896

 
$
409,254

__________
(a)
Carrying value of investment is impacted by fluctuations in the exchange rate of the applicable foreign currency.
(b)
This investment is a VIE.
(c)
This investment represents a tenancy-in-common interest, whereby the property is encumbered by debt for which we are jointly and severally liable. The co-obligor is WPC and the amount due under the arrangement was approximately $73.3 million at June 30, 2018. Of this amount, $62.3 million represents the amount we are liable for and is included within the carrying value of this investment at June 30, 2018.
(d)
This investment is reported using the hypothetical liquidation at book value model, which may be different then pro rata ownership percentages, primarily due to the complex capital structure of the partnership agreement.

Aggregate distributions from our interests in unconsolidated real estate investments were $14.8 million and $12.4 million for the three months ended June 30, 2018 and 2017, respectively, and $26.6 million and $33.7 million, for the six months ended June 30, 2018 and 2017, respectively. At June 30, 2018 and December 31, 2017, the unamortized basis differences on our equity investments were $25.0 million and $26.3 million, respectively.



CPA:17 – Global 6/30/2018 10-Q 19


Notes to Consolidated Financial Statements (Unaudited)

Note 7. Intangible Assets and Liabilities

In-place lease intangibles are included in In-place lease intangible assets in the consolidated financial statements. Above-market rent and below-market ground lease and other (as lessee) intangibles are included in Other intangible assets in the consolidated financial statements. Goodwill is included in Accounts receivable and other assets, net in the consolidated financial statements. Below-market rent and above-market ground lease (as lessor) intangibles are included in Below-market rent and other intangible liabilities, net in the consolidated financial statements.

Intangible assets and liabilities are summarized as follows (in thousands):
 
 
 
June 30, 2018
 
December 31, 2017
 
Amortization Period (Years)
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated
Amortization
 
Net Carrying Amount
Finite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
In-place lease
4 – 53
 
$
623,441

 
$
(229,845
)
 
$
393,596

 
$
629,961

 
$
(213,641
)
 
$
416,320

Above-market rent
7 – 40
 
96,656

 
(33,643
)
 
63,013

 
98,162

 
(31,533
)
 
66,629

Below-market ground leases and other
55 – 94
 
12,686

 
(842
)
 
11,844

 
12,842

 
(726
)
 
12,116

 
 
 
732,783

 
(264,330
)
 
468,453

 
740,965

 
(245,900
)
 
495,065

Indefinite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
 
304

 

 
304

 
304

 

 
304

Total intangible assets
 
 
$
733,087

 
$
(264,330
)
 
$
468,757

 
$
741,269

 
$
(245,900
)
 
$
495,369

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-Lived Intangible Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
Below-market rent
7 – 53
 
$
(81,747
)
 
$
23,865

 
$
(57,882
)
 
$
(82,259
)
 
$
22,121

 
$
(60,138
)
Above-market ground lease
49 – 88
 
(1,145
)
 
67

 
(1,078
)
 
(1,145
)
 
61

 
(1,084
)
Total intangible liabilities
 
 
$
(82,892
)
 
$
23,932

 
$
(58,960
)
 
$
(83,404
)
 
$
22,182

 
$
(61,222
)

Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Rental income; amortization of below-market ground lease and other and above-market ground lease intangibles is included in Property expenses; and amortization of in-place lease intangibles is included in Depreciation and amortization expense on our consolidated financial statements. Amortization of below- and above-market rent intangibles, including the effect of foreign currency translation, decreased Rental income by $0.3 million for both the three months ended June 30, 2018 and 2017, respectively, and decreased Rental income by $0.7 million and increased Rental income by $18.5 million for the six months ended June 30, 2018 and 2017, respectively. The six months ended June 30, 2017 includes the impact of a below-market rent intangible liability write-off of $15.7 million recognized in conjunction with a lease modification that occurred during six months ended June 30, 2017 (Note 13). Net amortization expense of all of our other net intangible assets totaled $9.2 million and $10.5 million for the three months ended June 30, 2018 and 2017, respectively, and $18.5 million and $23.3 million for the six months ended June 30, 2018 and 2017, respectively.

Note 8. 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 and other derivative assets 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.



CPA:17 – Global 6/30/2018 10-Q 20


Notes to Consolidated Financial Statements (Unaudited)

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 — Our derivative assets, which are included in Accounts receivable and other assets, net in the consolidated financial statements, are comprised of interest rate caps, interest rate swaps, foreign currency forward contracts, stock warrants, and foreign currency collars (Note 9). The interest rate caps, interest rate swaps, foreign currency forward contracts, and foreign currency collars were measured at fair value using readily observable market inputs, such as quotations on interest rates, and 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. The stock warrants were measured at fair value using internal valuation models that incorporated market inputs and our own assumptions about future cash flows. We classified these assets as Level 3 because they are not traded in an active market.

Derivative Liabilities — Our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of interest rate swaps and foreign currency collars (Note 9). These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

We did not have any transfers into or out of Level 1, Level 2, and Level 3 measurements during the three and six months ended June 30, 2018 and 2017. 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 consolidated financial statements.

Our other financial instruments had the following carrying values and fair values as of the dates shown (dollars in thousands):
 
 
 
June 30, 2018
 
December 31, 2017
 
Level
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Mortgage debt, net (a) (b)
3
 
$
1,811,822

 
$
1,810,657

 
$
1,849,459

 
$
1,864,043

Loans receivable (c) (d)
3
 
104,819

 
110,500

 
110,500

 
110,500

CMBS (e)
3
 
1,144

 
1,144

 
6,548

 
7,237

___________
(a)
The carrying value of Mortgage debt, net includes unamortized deferred financing costs of $6.8 million and $7.9 million at June 30, 2018 and December 31, 2017, respectively.
(b)
We determined the estimated fair value of our Mortgage debt, net using a discounted cash flow model that estimates the present value of 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 the 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 Loans 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.
(d)
Carrying value amount at June 30, 2018 includes the impact of adopting ASU 2017-05 (Note 2).
(e)
At both June 30, 2018 and December 31, 2017, we had two separate tranches of CMBS investments. The carrying values of our CMBS investments are inclusive of impairment charges for both periods presented.

We estimated that our other financial assets and liabilities, including the amounts outstanding under the Senior Credit Facility (Note 10), but excluding net investments in direct financing leases, had fair values that approximated their carrying values at both June 30, 2018 and December 31, 2017.



CPA:17 – Global 6/30/2018 10-Q 21


Notes to Consolidated Financial Statements (Unaudited)

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges and Other Credit Losses)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. For investments in real estate held for use for which an impairment indicator is identified, we follow a two-step process to determine whether the investment is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future undiscounted net cash flows that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. If this amount is less than the carrying value, the property’s asset group is considered to be not recoverable. We then measure the impairment charge as the excess of the carrying value of the property’s asset group over the estimated fair value of the property’s asset group, which is primarily determined using market information such as recent comparable sales, broker quotes, or third-party appraisals. If relevant market information is not available or is not deemed appropriate, we perform a future net cash flow analysis, discounted for inherent risk associated with each investment. We determined that the significant inputs used to value these investments fall within Level 3 for fair value reporting. As a result of our assessments, we calculated impairment charges based on market conditions and assumptions. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change.
 
The following table presents information about the assets for which we recorded impairment charges and other credit losses that were measured at fair value on a non-recurring basis (in thousands):
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
 
Fair Value Measurements
 
Total Impairment Charges and Other Credit Losses
 
Fair Value Measurements
 
Total Impairment Charges and Other Credit Losses
Impairment Charges and Other Credit Losses
 

 
 

 
 

 
 

Net investments in direct financing leases
$
13,597

 
$
6,168

 
$

 
$

Equity investments in real estate

 

 
4,780

 
2,510

 
 
 
$
6,168

 
 
 
$
2,510

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
 
Fair Value Measurements
 
Total Impairment Charges and Other Credit Losses
 
Fair Value Measurements
 
Total Impairment Charges and Other Credit Losses
Impairment Charges and Other Credit Losses
 

 
 

 
 

 
 

Net investments in direct financing leases
$
13,597

 
$
6,168

 
$

 
$

CMBS
1,144

 
5,404

 

 

Real estate

 

 
4,719

 
4,519

Equity investments in real estate

 

 
4,780

 
2,510

 
 
 
$
11,572

 
 
 
$
7,029


Net Investment in Direct Financing Leases

During both the three and six months ended June 30, 2018, we recognized an allowance for credit losses totaling $6.2 million on two properties classified as direct financing leases due to the tenant informing us that it will be going out of business and vacating the properties. We assessed the carrying amount of these properties for recoverability and, as a result of the decreased expected cash flows, we determined that the carrying value of the properties is not fully recoverable and recognized an allowance for credit losses to reflect the change in the estimate of the future cash flows, which includes rent. At June 30, 2018, the estimated fair value of the two properties approximated $13.6 million. The fair value measurement related to the credit losses was determined by estimating discounted cash flows using three significant unobservable inputs, which are the cash flow discount rate, the residual discount rate, and the residual capitalization rate equal to 9.5%9.5%, and 8.3%, respectively.



CPA:17 – Global 6/30/2018 10-Q 22


Notes to Consolidated Financial Statements (Unaudited)

CMBS

During the six months ended June 30, 2018, we incurred an other-than-temporary impairment charge of $5.4 million on one of our CMBS tranches to reduce its carrying value to its estimated fair value due to defaults of certain underlying loans during the first quarter of 2018. The fair value of the CMBS portfolio after the impairment charge approximated $1.1 million. The fair value measurements related to the impairment charges were derived from third-party appraisals, which were based on input from dealers, buyers, and other market participants, as well as updates on prepayments, losses, and delinquencies within our CMBS portfolio.

Real Estate

During the six months ended June 30, 2017, we were notified by the tenant currently occupying a property that we own with an affiliate, located in Waldaschaff, Germany, that the tenant will not be renewing its lease. As a result of this information, and with the expectation that we will not be able to replace the tenant upon the lease expiration (primarily due to, among other things, the remote location of the facility and certain environmental concerns), we recognized an impairment charge of $4.5 million, which included $1.5 million attributed to a noncontrolling interest (amounts are based on the exchange rate of the euro at the date of impairment). The fair value of the property after the impairment charge approximated $4.7 million. The fair value measurement related to the impairment charge was determined by estimating discounted cash flows using a discount rate of 9.75%, which is considered a significant unobservable input. Significant increases or decreases to this input would result in a significant change in the fair value measurement. On June 15, 2018, we entered into an agreement to sell this facility (Note 4, Note 13).

We did not recognize any impairments of real estate during the three and six months ended June 30, 2018.

Equity Investments in Real Estate

During both the three and six months ended June 30, 2017, we recognized an other-than-temporary impairment charge of $2.5 million on our Agrokor equity method investment (Note 6), to reduce the carrying value of a property held by the jointly owned investment to its estimated fair value due to a decline in market conditions. The fair value measurement related to the impairment charge was determined by estimating discounted cash flows using three significant unobservable inputs, which are the cash flow discount rate, the residual discount rate, and the residual capitalization rate equal to 12.4%10.9%, and 10.4%, respectively. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement.

Note 9. 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, including the Senior Credit Facility (Note 10). 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 investments in Europe and Asia and are subject to risks associated with fluctuating foreign currency exchange rates.
 
Derivative Financial Instruments
 
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts and we may be granted common stock warrants by lessees when structuring lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include: (i) a counterparty to a hedging arrangement defaulting on its obligation and (ii) a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage


CPA:17 – Global 6/30/2018 10-Q 23


Notes to Consolidated Financial Statements (Unaudited)

fees. We have established policies and procedures for risk assessment, as well as the approval, reporting, and monitoring of derivative financial instrument activities.
 
We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated, and that qualified, as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive (loss) income until the hedged item is recognized in earnings. For a derivative designated, and that qualified, as a net investment hedge, the effective portion of the change in the fair value and/or the net settlement of the derivative is reported in Other comprehensive (loss) income as part of the cumulative foreign currency translation adjustment. The ineffective portion of the change in fair value of any derivative is immediately recognized in earnings.

All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both June 30, 2018 and December 31, 2017, no cash collateral had been posted or received for any of our derivative positions.

The following table sets forth certain information regarding our derivative instruments (in thousands):
Derivatives Designated
as Hedging Instruments
 
 
 
Asset Derivatives Fair Value at 
 
Liability Derivatives Fair Value at
 
Balance Sheet Location
 
June 30, 2018
 
December 31, 2017
 
June 30, 2018
 
December 31, 2017
Foreign currency forward contracts
 
Accounts receivable and other assets, net
 
$
14,130

 
$
14,382

 
$

 
$

Interest rate swaps
 
Accounts receivable and other assets, net
 
1,235

 
314

 

 

Interest rate caps
 
Accounts receivable and other assets, net
 
145

 
201

 

 

Interest rate swaps
 
Accounts payable, accrued expenses and other liabilities
 

 

 
(2,320
)
 
(3,852
)
Foreign currency collars
 
Accounts payable, accrued expenses and other liabilities
 

 

 
(957
)
 
(1,431
)
Derivatives Not Designated
as Hedging Instruments
 
 
 
 
 
 
 
 
 
 
Stock warrants
 
Accounts receivable and other assets, net
 
1,914

 
1,815

 

 

Foreign currency forward contracts
 
Accounts receivable and other assets, net
 
480

 
86

 

 

Interest rate swap
 
Accounts payable, accrued expenses and other liabilities
 

 

 
(127
)
 
(128
)
Total derivatives
 
 
 
$
17,904

 
$
16,798

 
$
(3,404
)
 
$
(5,411
)



CPA:17 – Global 6/30/2018 10-Q 24


Notes to Consolidated Financial Statements (Unaudited)

The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):
 
 
Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive (Loss) Income (Effective Portion) (a)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships 
 
2018
 
2017
 
2018
 
2017
Foreign currency forward contracts
 
$
4,201

 
$
(8,729
)
 
$
(23
)
 
$
(12,478
)
Foreign currency collars
 
1,042

 
(945
)
 
486

 
(1,002
)
Interest rate swaps
 
448

 
44

 
2,470

 
1,037

Interest rate caps
 
(21
)
 
(105
)
 
(44
)
 
(363
)
Derivatives in Net Investment Hedging Relationships (b)
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
22

 
84

 

 
(207
)
Foreign currency collar
 
11

 
(7
)
 
(1
)
 
(9
)
Total
 
$
5,703

 
$
(9,658
)
 
$
2,888

 
$
(13,022
)
 
 
 
 
Amount of Gain (Loss) Reclassified from Other Comprehensive (Loss) Income into Income (Effective Portion)
Derivatives in Cash Flow
Hedging Relationships
 
Location of Gain (Loss) Reclassified to Income
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Foreign currency forward contracts
 
Other gains and (losses)
 
$
1,315

 
$
1,161

 
$
2,807

 
$
4,019

Interest rate swaps
 
Interest expense
 
(313
)
 
(603
)
 
(744
)
 
(1,309
)
Interest rate caps
 
Interest expense
 
(14
)
 

 
(19
)
 

Total
 
 
 
$
988

 
$
558

 
$
2,044

 
$
2,710

__________
(a)
Excludes net losses of $0.3 million and $0.4 million on unconsolidated jointly owned investments for the three months ended June 30, 2018 and 2017, respectively, and a net gain of $0.2 million and $0.1 million on unconsolidated jointly owned investments for the six months ended June 30, 2018 and 2017, respectively.
(b)
The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive (loss) income.

Amounts reported in Other comprehensive (loss) income related to interest rate swaps will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive (loss) income related to foreign currency derivative contracts will be reclassified to Other gains and (losses) when the hedged foreign currency contracts are settled. At June 30, 2018, we estimated that an additional $0.5 million and $7.1 million will be reclassified as interest expense and as Other gains and (losses), respectively, during the next 12 months.

The following table presents the impact of our derivative instruments in the consolidated financial statements (in thousands):
Derivatives Not in Cash Flow Hedging Relationships
 
Location of Gain (Loss) Recognized in Income
 
Amount of Gain (Loss) Recognized in Income on Derivatives
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Foreign currency forward contracts
 
Other gains and (losses)
 
$
194

 
$
(25
)
 
$
260

 
$
8

Stock warrants
 
Other gains and (losses)
 
(33
)
 
33

 
99

 
(165
)
Interest rate swap
 
Interest expense
 
(23
)
 
8

 
(31
)
 
26

Swaption
 
Other gains and (losses)
 

 
(86
)
 

 
(134
)
Derivatives in Cash Flow Hedging Relationships (a)
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
Interest expense
 
(30
)
 
46

 
15

 
92

Foreign currency collars
 
Other gains and (losses)
 
(5
)
 
(5
)
 
(10
)
 
(5
)
Total
 
 
 
$
103

 
$
(29
)
 
$
333

 
$
(178
)
__________


CPA:17 – Global 6/30/2018 10-Q 25


Notes to Consolidated Financial Statements (Unaudited)

(a)
Relates to the ineffective portion of the hedging relationship.
 
See below for information regarding why we enter into our derivative instruments and concerning derivative instruments owned by unconsolidated investments, which are excluded from the tables above.
 
Interest Rate Swaps, Caps, and Swaption
 
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain non-recourse mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our joint investment partners have obtained, and may in the future obtain, variable-rate non-recourse mortgage loans and, as a result, we have entered into, and may continue to enter into, swaptions, 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 downward shifts in interest rates. A swaption gives us the right but not the obligation to enter into an interest rate swap, of which the terms and conditions are set on the trade date, on a specified date in the future. Our objective in using these derivatives is to limit our exposure to interest rate movements.
 
The interest rate swaps and caps that our consolidated subsidiaries had outstanding at June 30, 2018 are summarized as follows (currency in thousands):
Interest Rate Derivatives