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EX-32.1 - EXHIBIT 32.1 - HGR Liquidating Trusthgr09302018exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - HGR Liquidating Trusthgr09302018exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - HGR Liquidating Trusthgr09302018exhibit311.htm
EX-10.2 - EXHIBIT 10.2 - HGR Liquidating Trustgemini-polandpapaexhibit102.htm
EX-10.1 - EXHIBIT 10.1 - HGR Liquidating Trustgemini-germanyspaexhibit101.htm

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q

(Mark One)
 
þ 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
or

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

Commission file number: 000-53964
 

 Hines Global REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland
26-3999995
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
2800 Post Oak Boulevard
 
Suite 5000
 
Houston, Texas
77056-6118
(Address of principal executive offices)
(Zip code)

(888) 220-6121
(Registrant’s telephone number, 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 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ   No 


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

Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer þ 
 
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No þ 
 
 As of November 6, 2018, approximately 269.3 million shares of the registrant’s common stock were outstanding.

 



TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
 
 
Item 1.
Condensed Consolidated Financial Statements (Unaudited):
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
PART II – OTHER INFORMATION
 
 
Item 1. 
Item 1A. 
Item 2.
Item 3. 
Item 4. 
Item 5. 
Item 6.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

HINES GLOBAL REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
September 30, 2018
 
December 31, 2017
 
(In thousands, except per share amounts)
ASSETS
 
 
 
Investment property, net
$
2,348,389

 
$
2,689,276

Cash and cash equivalents
142,323

 
401,326

Restricted cash
20,206

 
16,884

Derivative instruments

 
1

Tenant and other receivables, net
67,776

 
73,341

Intangible lease assets, net
284,820

 
406,257

Deferred leasing costs, net
143,785

 
107,789

Deferred financing costs, net
569

 
1,225

Other assets
29,494

 
30,098

Total assets
$
3,037,362

 
$
3,726,197

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
118,340

 
$
105,151

Due to affiliates
7,698

 
10,252

Intangible lease liabilities, net
58,477

 
69,566

Other liabilities
21,512

 
27,586

Distributions payable
26,283

 
303,131

Notes payable, net
1,447,722

 
1,834,953

Total liabilities
1,680,032

 
2,350,639

 
 
 
 
Commitments and contingencies (Note 10)

 

 
 
 
 
Equity:
 
 
 
Stockholders’ equity:
 
 
 
Preferred shares, $.001 par value; 500,000 preferred shares authorized, none issued or outstanding as of September 30, 2018 and December 31, 2017

 

Common stock, $.001 par value; 1,500,000 shares authorized, 270,889 and 274,255 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively
271

 
274

Additional paid-in capital
2,437,937

 
2,471,004

Accumulated distributions in excess of earnings
(925,523
)
 
(968,158
)
Accumulated other comprehensive income (loss)
(155,963
)
 
(128,869
)
Total stockholders’ equity
1,356,722

 
1,374,251

Noncontrolling interests
608

 
1,307

Total equity
1,357,330

 
1,375,558

Total liabilities and equity
$
3,037,362

 
$
3,726,197


See notes to the condensed consolidated financial statements.

1


HINES GLOBAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three and Nine Months Ended September 30, 2018 and 2017
(UNAUDITED)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share amounts)
Revenues:
 

 
 

 
 
 
 
Rental revenue
$
73,131

 
$
93,959

 
$
233,742

 
$
287,650

Other revenue
4,458

 
6,401

 
13,490

 
18,888

Total revenues
77,589

 
100,360

 
247,232

 
306,538

Expenses:
 

 
 

 
 

 
 

Property operating expenses
17,624

 
22,038

 
57,770

 
63,741

Real property taxes
10,475

 
12,351

 
31,779

 
37,208

Property management fees
1,964

 
2,033

 
5,535

 
6,331

Depreciation and amortization
24,632

 
32,936

 
88,056

 
105,180

Acquisition related expenses

 

 

 
113

Asset management and acquisition fees
8,886

 
9,690

 
26,527

 
28,570

General and administrative expenses
2,212

 
2,002

 
8,187

 
7,277

Impairment losses
4,274

 

 
9,378

 

Total expenses
70,067

 
81,050

 
227,232

 
248,420

Income (loss) before other income (expenses) and benefit (provision) for income taxes
7,522

 
19,310

 
20,000

 
58,118

Other income (expenses):
 

 
 

 
 

 
 

Gain (loss) on derivative instruments
(857
)
 
174

 
(39
)
 
(628
)
Gain on sale of real estate investments
157,473

 
74,560

 
216,147

 
215,165

Foreign currency gains (losses)
3,818

 
(1,941
)
 
(4,543
)
 
5,386

Interest expense
(15,704
)
 
(14,435
)
 
(45,921
)
 
(44,024
)
Other income (expenses)
184

 
226

 
570

 
466

Income (loss) before benefit (provision) for income taxes
152,436

 
77,894

 
186,214

 
234,483

Benefit (provision) for income taxes
(95
)
 
(950
)
 
1,383

 
8,548

Provision for income taxes related to sale of real estate
(3,229
)
 
(12,911
)
 
(3,229
)
 
(12,911
)
Net income (loss)
149,112

 
64,033

 
184,368

 
230,120

Net (income) loss attributable to noncontrolling interests
(10,996
)
 
300

 
(10,220
)
 
(53,187
)
Net income (loss) attributable to common stockholders
$
138,116

 
$
64,333

 
$
174,148

 
$
176,933

Basic and diluted income (loss) per common share
$
0.51

 
$
0.23

 
$
0.64

 
$
0.64

Distributions declared per common share
$
0.16

 
$
0.16

 
$
0.49

 
$
0.49

Weighted average number of common shares outstanding
271,733

 
276,228

 
272,563

 
276,950

Net comprehensive income (loss):
 

 
 

 
 

 
 

Net income (loss)
$
149,112

 
$
64,033

 
$
184,368

 
$
230,120

Other comprehensive income (loss):
 

 
 

 
 

 
 

Foreign currency translation adjustment
(2,967
)
 
14,488

 
(27,101
)
 
63,176

Net comprehensive income (loss)
146,145

 
78,521

 
157,267

 
293,296

Net comprehensive (income) loss attributable to noncontrolling interests
(9,435
)
 
294

 
(10,213
)
 
(56,569
)
Net comprehensive income (loss) attributable to common stockholders
$
136,710

 
$
78,815

 
$
147,054

 
$
236,727


See notes to the condensed consolidated financial statements.

2


HINES GLOBAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2018 and 2017
(UNAUDITED)
(In thousands)
 
Common Shares
 
Amount
 
Additional Paid-in Capital
 
Accumulated Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders’ Equity
 
Noncontrolling Interests
Balance as of
January 1, 2018
274,255

 
$
274

 
$
2,471,004

 
$
(968,158
)
 
$
(128,869
)
 
$
1,374,251

 
$
1,307

Cumulative effect of accounting changes

 

 

 
1,365

 

 
1,365

 
898

Issuance of common shares
6,553

 
7

 
59,008

 

 

 
59,015

 

Contribution from noncontrolling interest

 

 

 

 

 

 
70

Distributions declared

 

 

 
(132,878
)
 

 
(132,878
)
 
(11,880
)
Redemption of common shares
(9,919
)
 
(10
)
 
(92,023
)
 

 

 
(92,033
)
 

Issuer costs

 

 
(52
)
 

 

 
(52
)
 

Net income (loss)

 

 

 
174,148

 

 
174,148

 
10,220

Foreign currency translation adjustment

 

 

 

 
(32,879
)
 
(32,879
)
 
(7
)
Foreign currency translation adjustment reclassified into earnings

 

 

 

 
5,785

 
5,785

 

Balance as of September 30, 2018
270,889

 
$
271

 
$
2,437,937

 
$
(925,523
)
 
$
(155,963
)
 
$
1,356,722

 
$
608

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Shares
 
Amount
 
Additional Paid-in Capital
 
Accumulated Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders’ Equity
 
Noncontrolling Interests
Balance as of
January 1, 2017
277,331

 
$
277

 
$
2,507,186

 
$
(821,500
)
 
$
(199,929
)
 
$
1,486,034

 
$
22,201

Issuance of common shares
6,887

 
7

 
69,274

 

 

 
69,281

 

Contribution from noncontrolling interest

 

 

 

 

 

 
33

Distributions declared

 

 

 
(134,640
)
 

 
(134,640
)
 
(25,643
)
Redemption of CPECs

 

 

 

 

 

 
(52,552
)
Redemption of common shares
(8,329
)
 
(8
)
 
(93,455
)
 

 

 
(93,463
)
 

Issuer costs

 

 
(32
)
 

 

 
(32
)
 

Net income (loss)

 

 

 
176,933

 

 
176,933

 
53,187

Foreign currency translation adjustment

 

 

 

 
50,982

 
50,982

 
(232
)
Foreign currency translation adjustment reclassified into earnings

 

 

 

 
8,812

 
8,812

 
3,614

Balance as of
September 30, 2017
275,889

 
$
276

 
$
2,482,973

 
$
(779,207
)
 
$
(140,135
)
 
$
1,563,907

 
$
608


See notes to the condensed consolidated financial statements.

3


HINES GLOBAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2018 and 2017
(UNAUDITED)
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
(In thousands)
Net income (loss)
$
184,368

 
$
230,120

Adjustments to reconcile net income (loss) to net cash from operating activities:
 
 
 
Depreciation and amortization
100,971

 
121,068

Allowance for deferred tax assets

 
(11,172
)
Foreign currency (gains) losses
4,543

 
(5,386
)
(Gain) on the sale of real estate investments
(216,147
)
 
(215,165
)
Impairment losses
9,378

 

(Gain) loss on derivative instruments
39

 
628

Changes in assets and liabilities:
 
 
 
Change in other assets
(1,884
)
 
4,418

Change in tenant and other receivables
3,382

 
3,265

Change in deferred leasing costs
(58,670
)
 
(33,933
)
Change in accounts payable and accrued expenses
6,064

 
10,184

Change in other liabilities
(1,878
)
 
(7,233
)
Change in due to affiliates
(2,742
)
 
(9,953
)
Net cash from operating activities
27,424

 
86,841

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from the sale of real estate investments
374,152

 
565,703

Capital expenditures at operating properties and developments
(48,769
)
 
(33,984
)
Investments in real estate loans receivable

 
(1,743
)
Proceeds from collection of real estate loans receivable

 
7,181

Net cash from investing activities
325,383

 
537,157

CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Contribution from noncontrolling interest
70

 

Redemption of common shares
(89,499
)
 
(82,654
)
Payments of issuer costs
(76
)
 
(37
)
Distributions paid to stockholders and noncontrolling interests
(362,593
)
 
(97,520
)
Redemption of CPEC

 
(52,552
)
Proceeds from notes payable
337,000

 
123,059

Payments on notes payable
(491,825
)
 
(494,797
)
Change in security deposit liability
751

 
(9
)
Deferred financing costs paid
(286
)
 
(265
)
Payments related to interest rate contracts
(33
)
 
(8
)
Net cash used in financing activities
(606,491
)
 
(604,783
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(1,997
)
 
9,649

Net change in cash, cash equivalents, and restricted cash
(255,681
)
 
28,864

Cash, cash equivalents, and restricted cash, beginning of period
418,210

 
156,724

Cash, cash equivalents, and restricted cash, end of period
$
162,529

 
$
185,588


See notes to the condensed consolidated financial statements.

4


HINES GLOBAL REIT, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2018 and 2017

1.  ORGANIZATION

The accompanying interim unaudited condensed consolidated financial information has been prepared according to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted according to such rules and regulations. For further information, refer to the financial statements and footnotes for the year ended December 31, 2017 included in Hines Global REIT, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017. In the opinion of management, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly and in conformity with GAAP the financial position of Hines Global REIT, Inc. as of September 30, 2018, the results of operations for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017 have been included.  The results of operations for such interim periods are not necessarily indicative of the results for the full year.

Hines Global REIT, Inc. (the “Company”), was formed as a Maryland corporation on December 10, 2008 under the General Corporation Law of the state of Maryland for the purpose of engaging in the business of investing in and owning commercial real estate properties and other real estate investments. The Company conducts most of its operations through Hines Global REIT Properties, LP (the “Operating Partnership”) and subsidiaries of the Operating Partnership. The Company operates in a manner to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The business of the Company is managed by Hines Global REIT Advisors LP (the “Advisor”), an affiliate of Hines Interests Limited Partnership (“Hines”), pursuant to the Advisory Agreement between the Company, the Advisor and the Operating Partnership (the “Advisory Agreement”).

The Company raised the equity capital for its real estate investments through two public offerings from August 5, 2009 through April 11, 2014. In addition, the Company offered up to $500.0 million of shares of its common stock under its distribution reinvestment plan, pursuant to an offering which commenced on April 24, 2014 (the “DRP Offering”). Collectively, through its public offerings, the Company has raised gross offering proceeds of approximately $3.1 billion, including the DRP Offering, all of which have been invested in the Company’s real estate portfolio. On July 17, 2018, in connection with the stockholder approval of the plan of liquidation and dissolution (the “Plan of Liquidation”), as discussed below, the Company’s board of directors determined to suspend indefinitely the Company’s distribution reinvestment plan effective as of August 31, 2018. As a result of the suspension of the Company’s distribution reinvestment plan, all distributions paid after August 31, 2018 will be paid to the Company’s stockholders in cash.

By the end of 2015, the Company completed its investment of the proceeds raised through its public offerings. Since its inception, the Company has owned interests in 45 properties, 18 of which were sold as of September 30, 2018. As a result, the Company owned 27 properties, which consisted of the following:

Domestic office investments (9 investments)
Domestic other investments (4 investments)
International office investments (8 investments)
International other investments (6 investments)

The Company has concentrated its efforts on actively managing its assets and exploring a variety of strategic opportunities focused on enhancing the composition of its portfolio and its total return potential for its stockholders. On April 23, 2018, in connection with its review of potential strategic alternatives available to the Company, the Company’s board of directors determined that it is in the best interest of the Company and its stockholders to sell all or substantially all of the Company’s properties and assets and for the Company to liquidate and dissolve pursuant to the Plan of Liquidation. The principal purpose of the Plan of Liquidation is to provide liquidity to the Company’s stockholders by selling the Company’s assets, paying its debts and distributing the net proceeds from liquidation to the Company’s stockholders. As required by Maryland law and the Company’s charter, the Plan of Liquidation was approved by the affirmative vote of the holders of at least a majority of the shares of the Company’s common stock outstanding and entitled to vote thereon at the Company’s annual meeting of stockholders held on July 17, 2018. In accordance with Maryland law, the Plan of Liquidation provides the Company’s board of directors with the authority to modify or amend the Plan of Liquidation without further action by the Company’s stockholders to the extent permitted by then-current law and to terminate the Plan of Liquidation for any reason, provided that the board of directors may not terminate the Plan of Liquidation after Articles of Dissolution have been filed with and accepted for record by the State Department of Assessments and Taxation of Maryland. If the sale of all or substantially all of the Company’s assets is completed as expected, the Company expects to make one or more liquidating distributions to its stockholders during the period of the liquidation process and to make the final liquidating distribution to its stockholders on or before

5


a date that is within 24 months after stockholder approval of the Plan of Liquidation. There can be no assurances regarding the amounts of any liquidating distributions or the timing thereof.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Described below are certain of the Company’s significant accounting policies. The disclosures regarding several of the policies have been condensed or omitted in accordance with interim reporting regulations specified by Form 10-Q. Please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a complete listing of all of its significant accounting policies.

Tenant and Other Receivables

Tenant and other receivables are shown at cost in the condensed consolidated balance sheets, net of allowance for doubtful accounts of $5.1 million and $3.8 million at September 30, 2018 and December 31, 2017, respectively.

Other Assets

Other assets included the following (in thousands):
 
 
September 30, 2018
 
December 31, 2017
Prepaid expenses
 
$
3,036

 
$
3,021

Deferred tax assets
 
26,118

 
26,670

Other
 
340

 
407

Other assets
 
$
29,494

 
$
30,098


Revenue Recognition
 
Rental payments are generally paid by the tenants prior to the beginning of each month or quarter to which they relate. As of September 30, 2018 and December 31, 2017, respectively, the Company recorded liabilities of $15.0 million and $16.7 million related to prepaid rental payments, which were included in other liabilities in the accompanying condensed consolidated balance sheets. The Company recognizes rental revenue on a straight-line basis over the life of the lease, including rent holidays, if any. Straight-line rent receivable was $54.2 million and $53.9 million as of September 30, 2018 and December 31, 2017, respectively. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of acquisition or lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease agreements and is included in tenant and other receivables in the accompanying consolidated balance sheets. Revenues associated with operating expense recoveries are recognized in the period in which the expenses are incurred based upon the tenant lease provisions. Revenues relating to lease termination fees are recognized on a straight-line basis amortized from the time that a tenant’s right to occupy the leased space is modified through the end of the revised lease term.

Other revenues consist primarily of parking revenue and tenant reimbursements related to utilities, insurance, and other operating expenses. Parking revenue represents amounts generated from contractual and transient parking and is recognized in accordance with contractual terms or as services are rendered. Other revenues relating to tenant reimbursements are recognized in the period in which the expense is incurred.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 to provide guidance on recognizing revenue from contracts with customers. This ASU’s core objective is for an entity to recognize revenue based on the consideration it expects to receive in exchange for goods or services. The amendments also replace prior guidance regarding the recognition of revenue from sales of real estate, except for revenue from sales that are part of a sale-leaseback transaction. Subsequent to ASU 2014-09, the FASB has issued multiple ASUs clarifying multiple aspects of the new revenue recognition standard, which include the deferral of the effective date by one year, and additional guidance for partial sales of non-financial assets.

Expanded quantitative and qualitative disclosures regarding revenue recognition are required for contracts that are subject to this pronouncement. Rental income from leasing arrangements is specifically excluded from ASU 2014-09, and will be evaluated by the Company in its adoption of the lease accounting standard, ASU 2016-02 (described below under “New Accounting Pronouncements”). The Company has adopted ASC 606 using the modified retrospective approach effective January 1, 2018. The Company has identified its revenue streams and finalized its evaluation of the impact on its consolidated financial statements and internal accounting processes and determined that accounting for contracts for the sale of real estate will be the primary customer

6


contracts under the scope of ASC 606. The agreement for the sale of The Brindleyplace Project in February 2017 contained certain rent adjustments that the Company has determined do not constitute a separate performance obligation from the performance obligation of title transfer of The Brindleyplace Project. As such, the Company performed an analysis of the estimated consideration related to the rent adjustments and recognized the cumulative effect by increasing beginning retained earnings by approximately $2.3 million upon adoption in January 2018. In addition, the Company has evaluated controls around the implementation of this ASU and has concluded there was no significant impact on our control structure.

In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company expects that most of its real estate transactions completed after the Company’s adoption of this guidance will be accounted for using the asset acquisition guidance and, accordingly, acquisition fees and expenses related to those acquisitions will be capitalized. The Company adopted ASU 2017-01 on January 1, 2018.

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 which will require companies that lease assets to recognize on the balance sheet the right-of-use assets and related lease liabilities. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The accounting under ASU 2016-02 by companies that own the assets leased by the lessee (the lessor) will remain largely unchanged from current GAAP. The guidance is effective for public entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted.

In July 2018, the FASB issued ASU 2018-11, which allows lessors to account for lease and non-lease components by class of underlying assets, as a single lease component if certain criteria are met. Also, the new standard indicates that companies are permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption in lieu of the modified retrospective approach and provides other optional practical expedients.

The Company is in the process of evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements relating to its lessor leases and other lessee leases, if any. Within our lessor leases, we are entitled to receive tenant reimbursements for operating expenses such as real estate taxes, insurance and common area maintenance, of which it expects to account for these lease and non-lease components as a single lease component since the timing and pattern of transfer is the same in accordance with ASU 2018-11. The Company has currently identified certain areas the Company believes may be impacted by the adoption of ASU 2016-02, which include:

The Company has a ground lease agreement in which the Company is the lessee for land at New City that the Company currently accounts for as an operating lease. The rental expense associated with this lease was $0.2 million and $0.2 million for the nine months ended September 30, 2018 and 2017, respectively. Upon adoption of ASU 2016-02, the Company will record any rights and obligations under this lease as an asset and liability at fair value in the Company’s consolidated balance sheets.

Determination of costs to be capitalized associated with leases. ASU 2016-02 will limit the capitalization associated with certain costs to costs that are a direct result of obtaining a lease.

3. INVESTMENT PROPERTY
 
Investment property consisted of the following amounts as of September 30, 2018 and December 31, 2017 (in thousands):

 
September 30, 2018
 
December 31, 2017
Buildings and improvements
$
1,968,996

 
$
2,255,267

Less: accumulated depreciation
(234,940
)
 
(237,767
)
Buildings and improvements, net
1,734,056

 
2,017,500

Land
614,333

 
671,776

Investment property, net
$
2,348,389

 
$
2,689,276



7


Recent Dispositions of Real Estate Investments

In April 2018, the Company completed the sale of One Westferry Circus for a contract sales price of £108.6 million (approximately $153.5 million based on an exchange rate of $1.41 per GBP). The Company recognized a gain on sale of this asset of $60.7 million net of disposition fees, which was recorded in gain (loss) on sale of real estate investments on the condensed consolidated statements of operations and comprehensive income (loss).

In August 2018, the Company completed the sale of Fiege Mega Centre, Simon Hegele Logistics, and the Harder Logistics Portfolio (collectively, the “German Logistics Properties”) for a contract sales price of €310.0 million (approximately $359.6 million based on an exchange rate of $1.16 per EUR on the date of the transaction). The Company recognized a gain on sale of these assets of $125.4 million net of disposition fees, which was recorded in gain (loss) on sale of real estate investments on the condensed consolidated statements of operations and comprehensive income (loss).

In September 2018, the Company completed the sale of WaterWall Place for a contract sales price of $89.5 million. The Company recognized a gain on sale of this asset of $32.2 million net of disposition fees, which was recorded in gain (loss) on sale of real estate investments on the condensed consolidated statements of operations and comprehensive income (loss).

See Note 11 — Subsequent Events for information on the Company’s dispositions of real estate investments made subsequent to September 30, 2018.

In July 2018, the Company entered into a contract to sell the Poland Logistics Portfolio for a contract sales price of €140.0 million (approximately $163.8 million based on an exchange rate of $1.17 per EUR). Although the Company expects the closing of this sale to occur in November 2018, there can be no assurances as to if or when this sale is completed.

The Company sold its interests in six properties during the year ended December 31, 2017. The aggregate sale price of these properties was approximately $1.0 billion, and the Company recorded aggregate gains of $364.3 million on the sales of these properties.

As of September 30, 2018, the cost basis and accumulated amortization related to lease intangibles were as follows (in thousands):

 
Lease Intangibles
 
 
 
Out-of-Market
Lease Assets
 
Out-of-Market
Lease Liabilities
 
In-Place Leases
 
 
Cost
$
532,212

 
$
59,280

 
$
(104,989
)
Less: accumulated amortization
(265,276
)
 
(41,396
)
 
46,512

Net
$
266,936

 
$
17,884

 
$
(58,477
)

As of December 31, 2017, the cost basis and accumulated amortization related to lease intangibles were as follows (in thousands):

 
Lease Intangibles
 
 
 
Out-of-Market
Lease Assets
 
Out-of-Market
Lease Liabilities
 
In-Place Leases
 
 
Cost
$
662,854

 
$
69,510

 
$
(108,043
)
Less: accumulated amortization
(283,774
)
 
(42,333
)
 
38,477

Net
$
379,080

 
$
27,177

 
$
(69,566
)

Amortization expense of in-place leases was $10.6 million and $16.2 million for the three months ended September 30, 2018 and 2017, respectively. Net amortization of out-of-market leases resulted in increases to rental revenue of $0.3 million and $0.3 million for the three months ended September 30, 2018 and 2017, respectively.

Amortization expense of in-place leases was $43.1 million and $54.5 million for the nine months ended September 30, 2018 and 2017, respectively. Net amortization of out-of-market leases resulted in increases to rental revenue of $6.1 million and $0.8 million for the nine months ended September 30, 2018 and 2017, respectively.


8


Anticipated amortization of in-place leases and out-of-market leases, net, for the period from October 1, 2018 through December 31, 2018 and for each of the years ending December 31, 2019 through December 31, 2022 are as follows (in thousands):

 
In-Place
Leases
 
Out-of-Market
Leases, Net
October 1, 2018 through December 31, 2018
$
8,897

 
$
(239
)
2019
31,856

 
(2,141
)
2020
27,798

 
(2,471
)
2021
21,059

 
(1,876
)
2022
16,217

 
(2,344
)

Leases
 
The Company has entered into non-cancelable lease agreements with tenants for space. As of September 30, 2018, the approximate fixed future minimum rentals for the period from October 1, 2018 through December 31, 2018, for each of the years ending December 31, 2019 through December 31, 2022 and for the period thereafter are as follows (in thousands):

 
Fixed Future Minimum Rentals
October 1, 2018 through December 31, 2018
$
58,010

2019
234,309

2020
219,473

2021
185,696

2022
158,128

Thereafter
678,650

Total
$
1,534,266


During the nine months ended September 30, 2018 and 2017, the Company did not earn more than 10% of its total rental revenue from any individual tenant.


9


4. DEBT FINANCING
 
As of September 30, 2018 and December 31, 2017, the Company had approximately $1.4 billion and $1.8 billion of principal outstanding, respectively, with a weighted average years to maturity of 0.8 years and 1.7 years, respectively, and a weighted average interest rate of 3.4% and 2.8%, respectively. The following table describes the Company’s debt outstanding at September 30, 2018 and December 31, 2017 (in thousands, except percentages):
Description
 
Origination or Assumption Date
 
Maturity Date
 
Interest Rate Description
 
Interest Rate as of September 30, 2018
 
Principal Outstanding at September 30, 2018
 
Principal Outstanding at December 31, 2017
Secured Mortgage Debt
 
 
 
 
 
 
 
 
 
 
 
 
100 Brookes
 
7/13/2012
 
1/31/2018
(1) 
Variable
 
 N/A

 
$

 
$
28,098

Poland Logistics Portfolio
 
8/2/2012
 
6/28/2019
 
Variable, subject to interest rate cap
 
2.00
%
 
68,485

 
71,183

Minneapolis Retail Center
 
8/2/2012
 
8/10/2019
 
Fixed
 
3.50
%
 
65,500

 
65,500

825 Ann
 
11/16/2012
 
11/20/2018
(2) 
Variable, subject to interest rate cap
 
2.58
%
 
58,490

 
63,247

465 Victoria
 
2/28/2013
 
12/3/2018
(2) 
Variable, subject to interest rate cap
 
3.21
%
 
38,405

 
41,528

New City
 
3/28/2013
 
3/18/2021
 
Variable, subject to interest rate cap
 
2.30
%
 
76,652

 
80,831

One Westferry Circus
 
5/9/2013
 
5/5/2020
(3) 
Fixed
 
 N/A

 

 
64,757

The Campus at Playa Vista
 
5/14/2013
 
12/1/2018
(2) 
Variable
 
3.51
%
 
150,000

 
150,000

Perspective Défense
 
6/21/2013
 
7/25/2019
 
Variable, subject to interest rate cap
 
2.18
%
 
81,214

 
83,853

Fiege Mega Centre
 
10/18/2013
 
10/31/2018
(4) 
Variable, subject to interest rate cap
 
 N/A

 

 
26,898

25 Cabot Square
 
3/26/2014
 
3/26/2020
 
Fixed
 
3.50
%
 
161,184

 
166,951

Simon Hegele Logistics
 
4/28/2014
 
6/15/2019
(4) 
Fixed
 
 N/A

 

 
41,904

818 Bourke
 
10/31/2014
 
10/31/2019
(2) 
Variable, subject to interest rate cap
 
2.63
%
 
59,729

 
65,562

The Summit
 
3/4/2015
 
4/1/2022
(5) 
Variable
 
 N/A

 

 
170,000

Harder Logistics Portfolio
 
4/1/2015
 
2/28/2021
(4) 
Variable, subject to interest rate cap
 
 N/A

 

 
81,068

Other Notes Payable
 
 
 
 
 
 
 
 

 
 
 
 
JPMorgan Chase Revolving Credit Facility - Revolving Loan
 
4/13/2012
 
6/29/2019
 
Variable
 
3.67
%
(6) 
195,000

 
99,000

JPMorgan Chase Revolving Credit Facility - Term Loan
 
5/22/2013
 
6/29/2019
 
Variable
 
3.70
%
 
495,000

 
495,000

WaterWall Place Loan
 
6/29/2012
 
11/8/2018
(7) 
Variable
 
 N/A

 

 
44,897

Total Principal Outstanding
 
 
 
 
 
 
 
$
1,449,659

 
$
1,840,277

Unamortized Deferred Financing Fees
 
 
 
 
 
 
 
 
 
$
(1,937
)
 
$
(5,324
)
Notes Payable, net
 
 
 
 
 
 
 
$
1,447,722

 
$
1,834,953


(1)
In January 2018, the Company paid off the secured mortgage loan related to 100 Brookes in full.

(2)
The Company paid off the secured mortgage loans in full with proceeds from the sales of the properties in November 2018.

(3)
The secured mortgage loan was assumed by the buyer with the sale of the property in April 2018.

(4)
The secured mortgage loans were assumed by the buyer with the sales of the properties in August 2018.

(5)
In August 2018, the Company paid off the secured mortgage loan related to The Summit in full.

(6)
Represents the weighted average interest rate as of September 30, 2018.

(7)
The Company paid off the secured mortgage loan in full with proceeds from the sale of the property in September 2018.

10



The variable-rate debt has interest rates ranging from LIBOR, EURIBOR or the BBSY screen rate plus 0.65% to 2.50% per annum. As of September 30, 2018, $282.1 million of the Company’s variable-rate debt was capped at strike rates ranging from 2.0% to 3.25%. Additionally, as of December 31, 2017, $401.9 million of our variable rate debt was capped at strike rates ranging from 1.5% to 3.25%.

JPMorgan Chase Revolving Credit Facility

For the period from January 2018 through September 2018, the Company borrowed approximately $337.0 million and made payments of $241.0 million under its revolving credit facility with JPMorgan Chase Bank, National Association (the “Revolving Credit Facility”). From October 1, 2018 through November 14, 2018, the Company made additional borrowings of $6.0 million and additional payments of $21.0 million under the Revolving Credit Facility. The additional borrowings and payments resulted in an outstanding principal balance of $675.0 million on the Revolving Credit Facility as of November 14, 2018. The Revolving Credit Facility had a maximum borrowing capacity of $920.0 million as of September 30, 2018.

Financial Covenants

The Company's mortgage agreements and other loan documents for the debt described in the table above contain customary events of default, with corresponding grace periods, including payment defaults, cross-defaults to other agreements and bankruptcy-related defaults, and customary covenants, including limitations on liens and indebtedness and maintenance of certain financial ratios. In addition, the Company has executed customary recourse carve-out guarantees of certain obligations under its mortgage agreements and the other loan documents.  The Company is not aware of any instances of noncompliance with financial covenants on any of its loans as of September 30, 2018.

Principal Payments on Debt
 
The Company is required to make the following principal payments on its outstanding notes payable for the period from October 1, 2018 through December 31, 2018, for each of the years ending December 31, 2019 through December 31, 2022 and for the period thereafter (in thousands):

 
Payments due by Year
 
October 1, 2018 through December 31, 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Principal payments
$
248,377


$
966,364

 
$
163,519

 
$
71,399

 
$

 
$


As noted in the table above, the Company is required to make $1.2 billion in principal payments on its outstanding notes payable through 2019. The Company expects to make these payments utilizing proceeds from the sale of its assets pursuant to the Plan of Liquidation, or it may elect to refinance the loans.

5.  DISTRIBUTIONS

The Company has declared distributions for the months of January 2017 through December 2017 at an amount equal to $0.65 per share, per year. For the months of January 2018 through November 2018, the Company declared distributions at an amount equal to $0.0541667 per share, per month ($0.65 per share on an annualized basis). Of this amount, $0.02 of the per share, per month distribution for January 2018 through June 2018, was designated by the Company as a return of a portion of the stockholders’ invested capital and, as such, reduced the stockholders’ remaining investment in the Company. From July 2018 to November 2018, the full amount of these distributions has been designated by the Company as a return of a portion of the stockholders’ invested capital and, as such, has reduced or will reduce the stockholders’ remaining investment in the Company. In July 2018, in connection with the approval by the Company’s stockholders of the Plan of Liquidation, the Company’s board of directors voted to suspend indefinitely the Company’s distribution reinvestment plan effective as of August 31, 2018. Accordingly, all distributions from August to November 2018 have been or will be paid in cash.

Additionally, on December 29, 2017, the Company declared a distribution to stockholders of $1.05 (the “Special Distribution”) per share that was paid in cash to all stockholders of record as of December 30, 2017 in January 2018. This distribution has been designated by the Company as a special distribution, which represents a return of a portion of the stockholders’ invested capital from sales of investment property and, as such, reduced their remaining investment in the Company. The Special Distribution represents a portion of the net proceeds received from the strategic sale of six assets during 2017. The Special Distribution was not subject to reinvestment pursuant to the Company’s distribution reinvestment plan.

11



The table below outlines the Company’s total distributions declared to stockholders and noncontrolling interests for each of the quarters ended during 2018 and 2017, including the breakout between the distributions declared in cash and those reinvested pursuant to the Company’s distribution reinvestment plan (in thousands). The Company declared distributions to the Company’s stockholders as of daily record dates through December 2017, and as of monthly record dates from January 2018 to November 2018 and aggregates and pays such distributions monthly.
 
 
Stockholders
 
Noncontrolling Interests
 
Distributions for the three months ended
 
Cash Distributions
 
Distributions Reinvested
 
Total Declared
 
Total Declared
 
2018
 
 
 
 
 
 
 
 
 
September 30, 2018
 
$
36,970

 
$
7,187

 
$
44,157

 
$
11,768

(1) 
June 30, 2018
 
22,457

 
21,844

 
44,301

 
52

 
March 31, 2018
 
22,126

 
22,294

 
44,420

 
60

 
Total
 
$
81,553

 
$
51,325

 
$
132,878

 
$
11,880

 
2017
 

 
 
 
 
 
 
 
December 31, 2017
 
$
310,078

(2) 
$
22,890

 
$
332,968

 
$
1,064

 
September 30, 2017
 
22,224

 
23,031

 
45,255

 
1,786

 
June 30, 2017
 
21,935

 
22,953

 
44,888

 
21,053

(3) 
March 31, 2017
 
21,614

 
22,883

 
44,497

 
2,804

 
Total
 
$
375,851

 
$
91,757

 
$
467,608

 
$
26,707

 

(1)
For the three months ended September 30, 2018, distributions declared to the noncontrolling interests included a distribution totaling $11.6 million to an affiliate of Hines who was the Company’s JV partner in the WaterWall JV, as a result of the sale of WaterWall Place.

(2)
Includes $288.0 million related to the Special Distribution described above.

(3)
For the three months ended June 30, 2017, distributions declared to the noncontrolling interests included a distribution totaling $21.0 million to the Company’s JV partner in the Aviva Coral Gables JV, as a result of the sale of Aviva Coral Gables.

6.  RELATED PARTY TRANSACTIONS

The table below outlines fees and expense reimbursements incurred that are payable to Hines and its affiliates for the periods indicated below (in thousands):
 
Incurred
 
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Unpaid as of
Type and Recipient
2018
 
2017
 
2018
 
2017
 
September 30, 2018
 
December 31, 2017
Asset Management Fee- the Advisor and affiliates of Hines
$
8,886

 
$
9,690

 
$
26,527

 
$
28,570

 
$
2,724

 
$
2,430

Disposition Fee- the Advisor
$
4,243

 
$
1,320

 
$
5,776

 
$
4,199

 
652

 
2,585

Other (1) 
$
1,342

 
$
1,650

 
$
4,230

 
$
4,396

 
858

 
1,978

Property Management Fee- Hines
$
1,540

 
$
1,784

 
$
4,668

 
$
5,411

 
166

 
146

Development/Construction Management Fee- Hines
$
725

 
$
430

 
$
1,664

 
$
921

 
588

 
207

Leasing Fee- Hines
$
724

 
$
998

 
$
1,943

 
$
1,691

 
2,208

 
2,129

Expense Reimbursement- Hines (with respect to management and operations of the Company’s properties)
$
2,480

 
$
2,660

 
$
7,367

 
$
8,286

 
502

 
777

Due to Affiliates
 
 
 
 
 
 
 
 
$
7,698

 
$
10,252


(1)
Includes amounts the Advisor paid on behalf of the Company such as general and administrative expenses.  These amounts are generally reimbursed to the Advisor during the month following the period in which they are incurred.

12



In addition to the fees and expenses payable to Hines and its affiliates described in the table above, the Company declared a distribution of $11.6 million to an affiliate of Hines as a result of the sale of WaterWall Place. This amount is included in distributions payable on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2018. See Note 5 — Distributions for additional details about the distribution.

7.  FAIR VALUE MEASUREMENTS

Financial Instruments Fair Value Disclosures
 
As of September 30, 2018, the Company estimated that the fair value of its notes payable, which had a book value of $1.4 billion, was $1.4 billion. As of December 31, 2017, the Company estimated that the fair value of its notes payable, which had a book value of $1.8 billion, was $1.8 billion. Management has utilized market information as available or present value techniques to estimate the amounts required to be disclosed. Although the Company has determined the majority of the inputs used to value its notes payable fall within Level 2 of the fair value hierarchy, the credit quality adjustments associated with its fair value of notes payable utilize Level 3 inputs. However, as of September 30, 2018, the Company has assessed the significance of the impact of the credit quality adjustments on the overall valuations of its fair market value of notes payable and has determined that they are not significant. As a result, the Company has determined these financial instruments utilize Level 2 inputs. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed values could be realized.

Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, distributions receivable, tenant and other receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable.  The carrying value of these items reasonably approximates their fair value based on their highly-liquid nature and/or short-term maturities. Due to the short-term nature of these instruments, Level 1 and Level 2 inputs are utilized to estimate the fair value of these financial instruments.

Financial Instruments Measured on a Nonrecurring Basis

Certain long-lived assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments (i.e., impairments) in certain circumstances. The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy.  

Impairment of Investment Property

Investment properties are reviewed for impairment at each reporting period if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company determined that two of its properties were impaired during the nine months ended September 30, 2018 based on the assets having carrying values that exceeded the contract sales price under the executed purchase and sale agreement for each of the properties. For the year ended December 31, 2017, the Company determined that one of its properties was impaired as a result of deteriorating market conditions.

As of December 31, 2017, the Company’s estimated fair value of the investment property was based on a comparison of recent market activity and discounted cash flow models, which include estimates of property-specific inflows and outflows over a specific holding period.  Significant unobservable quantitative inputs used in determining the fair value of the investment property for the period ended December 31, 2017 include: a discount rate of 9.0%; a capitalization rate of 7.5%; stabilized occupancy rate of 92.5%; and a current market rental rate of $28.00 per square foot.  These inputs are based on the location, type and nature of each property, current and anticipated market conditions, and management’s knowledge and expertise in real estate.

The following table summarizes activity for the Company’s assets measured at fair value, on a non-recurring basis as of September 30, 2018 and December 31, 2017 (in thousands).  
 
 
Basis of Fair Value Measurements
As of
 
Description
 
Fair Value of Assets
 
Quoted Prices
In Active
Markets for
Identical Items
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Impairment
Loss
September 30, 2018
 
Investment property
 
$
68,250

 
$

 
$
68,250

 
$

 
$
9,378

December 31, 2017
 
Investment property
 
$
25,700

 
$

 
$

 
$
25,700

 
$
7,124


13


8. REPORTABLE SEGMENTS

The Company’s investments in real estate are geographically diversified and management evaluates the operating performance of each at an individual investment level and considers each investment to be an operating segment. The Company has aggregated all of its operating segments into four reportable segments based on the location of the segment and the underlying asset class. Management has aggregated the Company's investments that are not office properties in “other” based on the geographic location of the investment, due to the Company's ownership in various different types of investments that do not stand alone as their own reportable segment. The Company’s reporting segments consist of the following, based on the Company’s investments as of September 30, 2018:

Domestic office investments (9 investments)
Domestic other investments (4 investments)
International office investments (8 investments)
International other investments (6 investments)

The tables below provide additional information related to each of the Company’s segments, geographic location and a reconciliation to the Company’s net loss, as applicable. “Corporate-Level Accounts” includes amounts incurred by the corporate-level entities which are not allocated to any of the reportable segments (all amounts other than percentages are in thousands).

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Total Revenue
 
 
 
 
 
 
 
Domestic office investments
$
32,882

 
$
43,522

 
$
98,579

 
$
131,211

Domestic other investments
20,924

 
21,825

 
66,199

 
70,800

International office investments
16,994

 
24,581

 
56,157

 
70,918

International other investments
6,789

 
10,432

 
26,297

 
33,609

Total Revenue
$
77,589

 
$
100,360

 
$
247,232

 
$
306,538


For the three and nine months ended September 30, 2018 and 2017 the Company’s total revenue was attributable to the following countries:

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Total Revenue
 
 
 
 
 
 
 
United States
69
%
 
65
%
 
65
%
 
66
%
United Kingdom
5
%
 
9
%
 
8
%
 
10
%
Australia
10
%
 
10
%
 
9
%
 
9
%
Germany
4
%
 
5
%
 
6
%
 
6
%
Poland
7
%
 
6
%
 
7
%
 
5
%
Russia
3
%
 
3
%
 
3
%
 
3
%
France
2
%
 
2
%
 
2
%
 
1
%


14


For the three and nine months ended September 30, 2018 and 2017, the Company’s property revenues in excess of expenses by segment was as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Property revenues in excess of expenses (1)
 
 
 
 
 
 
 
Domestic office investments
$
20,400

 
$
27,223

 
$
62,085

 
$
82,724

Domestic other investments
12,670

 
14,004

 
40,640

 
45,275

International office investments
9,981

 
14,733

 
31,331

 
45,986

International other investments
4,475

 
7,978

 
18,092

 
25,273

Property revenues in excess of expenses
$
47,526

 
$
63,938

 
$
152,148

 
$
199,258


(1)
Revenues less property operating expenses, real property taxes and property management fees.

As of September 30, 2018 and December 31, 2017, the Company’s total assets by segment was as follows (in thousands):
 
September 30, 2018
 
December 31, 2017
Total Assets
 
 
 
Domestic office investments
$
1,146,682

 
$
1,146,312

Domestic other investments
728,095

 
794,558

International office investments
937,803

 
1,053,971

International other investments
172,950

 
429,827

Corporate-level accounts
51,832

 
301,529

Total Assets
$
3,037,362

 
$
3,726,197


As of September 30, 2018 and December 31, 2017, the Company’s total assets were attributable to the following countries:
 
September 30, 2018
 
December 31, 2017
Total Assets
 
 
 
United States
63
%
 
59
%
United Kingdom
11
%
 
11
%
Australia
10
%
 
9
%
Poland
9
%
 
8
%
Germany
%
 
7
%
France
5
%
 
4
%
Russia
2
%
 
2
%


15


For the three and nine months ended September 30, 2018 and 2017, the reconciliation of the Company’s total property revenues in excess of expenses to the Company’s net income (loss) is as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Reconciliation to property revenues in excess of expenses
 
 
 
 
 
 
 
Net income (loss)
$
149,112

 
$
64,033

 
$
184,368

 
$
230,120

Depreciation and amortization
24,632

 
32,936

 
88,056

 
105,180

Acquisition related expenses

 

 

 
113

Asset management and acquisition fees
8,886

 
9,690

 
26,527

 
28,570

General and administrative expenses
2,212

 
2,002

 
8,187

 
7,277

Impairment losses
4,274

 

 
9,378

 

(Gain) loss on derivatives
857

 
(174
)
 
39

 
628

Gain on sale of real estate investments
(157,473
)
 
(74,560
)
 
(216,147
)
 
(215,165
)
Foreign currency (gains) losses
(3,818
)
 
1,941

 
4,543

 
(5,386
)
Interest expense
15,704

 
14,435

 
45,921

 
44,024

Other (income) expenses
(184
)
 
(226
)
 
(570
)
 
(466
)
(Benefit) provision for income taxes
95

 
950

 
(1,383
)
 
(8,548
)
Provision for income taxes related to sale of real estate
3,229

 
12,911

 
3,229

 
12,911

Total property revenues in excess of expenses
$
47,526

 
$
63,938

 
$
152,148

 
$
199,258


9. SUPPLEMENTAL CASH FLOW DISCLOSURES

Supplemental cash flow disclosures for the nine months ended September 30, 2018 and 2017 (in thousands):
 
Nine Months Ended September 30,
 
2018
 
2017
Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid for interest
$
41,890

 
$
41,583

Cash paid for taxes
$
20,082

 
$
5,973

Supplemental Schedule of Non-Cash Activities
 
 
 
Distributions declared and unpaid
$
26,283

(1) 
$
14,740

Distributions reinvested
$
59,014

 
$
69,282

Shares tendered for redemption
$
14,229

 
$
15,797

Assumption of mortgage upon disposition of property
$
208,872

 
$

Accrued capital additions
$
19,542

 
$
5,684


(1)
For the nine months ended September 30, 2018, this amount included a distribution totaling $11.6 million to an affiliate of Hines who was the Company’s JV partner in the WaterWall JV. See Note 5 — Distributions for additional details about the distribution.

16



10. COMMITMENTS AND CONTINGENCIES

In May 2018, Puget Sound Energy renewed its lease for its space in The Summit located in Bellevue, Washington. In connection with this lease, the Company committed to fund $9.7 million of tenant improvements, to be paid in future periods. As of September 30, 2018, $9.7 million of the Company’s commitment remained unfunded and is recorded in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

In September 2018, WeWork signed a lease for space in The Summit located in Bellevue, Washington. In connection with this lease, the Company committed to fund $14.0 million of tenant improvements, to be paid in future periods. As of September 30, 2018, $14.0 million of the Company’s commitment remained unfunded and is recorded in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

The Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on the Company’s condensed consolidated financial statements.



17


11. SUBSEQUENT EVENTS

2300 Main Street

In October 2018, the Company entered into a contract to sell 2300 Main Street for a contract sales price of $46.6 million. Although the Company expects the closing of this sale to occur in November 2018, there can be no assurances as to if or when this sale is completed.

250 Royall

In October 2018, the Company sold 250 Royall for a contract sales price of $20.2 million. The Company acquired the property in September 2011 for $57.0 million. The purchaser is not affiliated with the Company or its affiliates.

9320 Excelsior

In October 2018, the Company sold 9320 Excelsior for a contract sales price of $49.5 million. The Company acquired the property in December 2011 for $69.5 million. The purchaser is not affiliated with the Company or its affiliates.

Australian Properties Portfolio

In November 2018, the Company sold its Australian properties portfolio consisting of 818 Bourke Street, 100 Brookes, 825 Ann Street, and 465 Victoria Avenue for a contract sales price of A$645.8 million (approximately $465.0 million based on an exchange rate of $0.72 per AUD on the date of the transaction). The Company acquired 818 Bourke in October 2014 for $135.6 million, 100 Brookes in July 2012 for $67.6 million, 825 Ann in April 2013 for $128.2 million, and 465 Victoria Avenue for February 2013 for $90.8 million. The purchaser is not affiliated with the Company or its affiliates.

Campus at Playa Vista

In November 2018, the Company sold Campus at Playa Vista for a contract sales price of $330.1 million, of which $10.0 million is contingent on certain leasing conditions having been met on or before November 15, 2019. The Company acquired the property in May 2013 for $216.6 million. The purchaser is not affiliated with the Company or its affiliates.



*****


18


Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in Item 1 in this Quarterly Report on Form 10-Q.  The following discussion should also be read in conjunction with our audited consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements include statements concerning future financial performance and distributions, future debt and financing levels, acquisitions and investment objectives, payments to Hines Global REIT Advisors Limited Partnership (the “Advisor”), and its affiliates and other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto as well as all other statements that are not historical statements. These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

The forward-looking statements included in this Quarterly Report on Form 10-Q are based on our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, the availability of future financing and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Any of the assumptions underlying forward-looking statements could prove to be inaccurate. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, pay distributions to our shareholders and maintain the value of any real estate investments and real estate-related investments in which we may hold an interest in the future, may be significantly hindered.


19


The following are some of the risks and uncertainties, which could cause actual results to differ materially from those presented in certain forward-looking statements:
 
 
Whether we will be able to complete the sale of all or substantially all of our assets as expected;
 
 
Unanticipated difficulties, expenditures or delays relating to our implementation of the Plan of Liquidation, which may reduce or delay our payment of liquidating distributions to our stockholders;
 
 
Risks associated with the potential response of tenants, business partners and competitors to the announcement of the Plan of Liquidation;
 
 
Risks associated with legal proceedings that may be instituted against us and others related to the Plan of Liquidation;
 
 
Competition for tenants, including competition with affiliates of Hines Interests Limited Partnership (“Hines”);
 
 
Our reliance on our Advisor, Hines and affiliates of Hines for our day-to-day operations and the management of our real estate investments, and our Advisor’s ability to attract and retain high-quality personnel who can provide service at a level acceptable to us;
 
 
Risks associated with conflicts of interests that result from our relationship with our Advisor and Hines, as well as conflicts of interests certain of our officers and directors face relating to the positions they hold with other entities;
 
 
The potential need to fund tenant improvements, lease-up costs or other capital expenditures, as well as increases in property operating expenses and costs of compliance with environmental matters or discovery of previously undetected environmentally hazardous or other undetected adverse conditions at our properties;
 
 
The availability and timing of distributions we may pay is uncertain and cannot be assured;
 
 
Our distributions have been paid using cash flows from financing activities, including proceeds from our public offerings, proceeds from debt financings and cash from the waiver of fees, and some or all of the distributions we pay in the future may be paid from similar sources or sources such as cash advances by our Advisor or cash resulting from a deferral or waiver of fees. When we pay distributions from certain sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, and your overall return may be reduced;
 
 
Risks associated with debt and our ability to secure financing;
 
 
Risks associated with adverse changes in general economic or local market conditions, including terrorist attacks and other acts of violence, which may affect the markets in which we and our tenants operate;
 
 
Catastrophic events, such as hurricanes, earthquakes, tornadoes and terrorist attacks; and our ability to secure adequate insurance at reasonable and appropriate rates;
 
 
The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments;
 
 
Changes in governmental, tax, real estate and zoning laws and regulations and the related costs of compliance and increases in our administrative operating expenses, including expenses associated with operating as a public company;
 
 
International investment risks, including the burden of complying with a wide variety of foreign laws and the uncertainty of such laws, the tax treatment of transaction structures, political and economic instability, foreign currency fluctuations, and inflation and governmental measures to curb inflation may adversely affect our operations and our ability to make distributions;
 
 
The lack of liquidity associated with our assets;
 
 
Our ability to continue to qualify as a real estate investment trust (“REIT”) for federal income tax purposes;
 
 
Risks related to the United Kingdom's pending exit from the European Union (“Brexit”), including, but not limited to the decline of revenue derived from, and the market value of, properties located in the United Kingdom and continental Europe; and
 
 

Our ability to refinance or sell properties located in the United Kingdom and continental Europe may be impacted by the economic and political uncertainty following the approval of “Brexit” by a majority of votes in the United Kingdom in June 2016 and the subsequent notice of departure sent by the United Kingdom to the European Union in March 2017.

These risks are more fully discussed in, and all forward-looking statements should be read in light of, all of the factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017, and in our Definitive Proxy Statement as filed with the SEC on May 10, 2018.


20


You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report on Form 10-Q may increase with the passage of time. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. Each forward-looking statement speaks only as of the date of the particular statement, and we do not undertake to update any forward-looking statement.

Executive Summary

Hines Global REIT, Inc. (“Hines Global” and, together with its consolidated subsidiaries, “we”, “us” or the “Company”) was incorporated under the Maryland General Corporation Law on December 10, 2008, primarily for the purpose of investing in a diversified portfolio of quality commercial real estate properties and other real estate investments located throughout the United States and internationally. In addition, Hines Global raised the equity capital for its real estate investments through two public offerings from August 2009 through April 2014. Hines Global offered up to $500.0 million of shares of its common stock under its distribution reinvestment plan, pursuant to an offering which commenced on April 24, 2014 (the “DRP Offering”). Hines Global has raised approximately $3.1 billion through its public offerings, including the DRP Offering. Hines Global engaged Hines Securities, Inc. (the “Dealer Manager”), an affiliate of Hines, to serve as the dealer manager for its public offerings. On July 17, 2018, in connection with the stockholder approval of the plan of liquidation and dissolution (the “Plan of Liquidation”), as discussed below, our board of directors determined to suspend indefinitely our distribution reinvestment plan effective as of August 31, 2018. As a result of the suspension of our distribution reinvestment plan, all distributions paid after August 31, 2018, will be paid to our stockholders in cash.

On February 26, 2018, our board of directors determined a net asset value (“NAV”) per share of our common stock of $9.04 as of December 31, 2017. This per share NAV is slightly higher than the previously determined estimated per share NAV of $8.98 as of December 30, 2017. The estimated per share NAV of $8.98 as of December 30, 2017 represented a decrease from the per share NAV of $10.03 as of December 31, 2016, and the decrease was due solely to a special distribution of $1.05 per share declared to stockholders of record as of December 30, 2017. The aggregate value of our real estate property investments as of December 31, 2017 was $4.4 billion, including amounts attributable to noncontrolling interests, which represented a 6.0% net increase when compared to the previously determined value of our assets as of December 31, 2016 (including adjustments for properties disposed during 2017).  This 6.0% net increase resulted from a 1.9% appreciation in the aggregate values of our real estate property investments and 4.1% resulting from the weakening of the U.S. dollar against the Euro, British pound sterling, and Australian dollar. See our Current Report on Form 8-K filed with the SEC on February 27, 2018 for more information on the methodologies used to determine, and the limitations of, our NAV per share.

By the end of 2015, we completed our investment of the proceeds raised through our public offerings. Since our inception, we have owned interests in 45 properties, 18 of which were sold as of September 30, 2018. As a result, we owned 27 properties which contain, in the aggregate, 10.8 million square feet of leasable space. Our portfolio includes the following investments:

Domestic office investments (9 investments)
Domestic other investments (4 investments)
International office investments (8 investments)
International other investments (6 investments)

Our portfolio is comprised of approximately 65% domestic and 35% international investments and consists of a variety of real estate asset classes. Our current investment types encompass approximately 71% office, 24% retail, and 5% industrial. We believe that this diversification is directly in-line with our investment strategies of maintaining a well-diversified real estate portfolio and providing additional diversification across currencies.

We have concentrated our efforts on actively managing our assets and exploring a variety of strategic opportunities focused on enhancing the composition of our portfolio and its total return potential for its stockholders. On April 23, 2018, in connection with its review of potential strategic alternatives available to the Company, our board of directors determined that it is in the best interest of the Company and its stockholders to sell all or substantially all of our properties and assets and for the Company to liquidate and dissolve pursuant to the Plan of Liquidation. The principal purpose of the liquidation to is provide liquidity to our stockholders by selling the Company’s assets, paying its debts and distributing the net proceeds from liquidation to our stockholders. As required by Maryland law and our charter, the Plan of Liquidation was approved by the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding and entitled to vote thereon at the Company’s annual meeting of stockholders held on July 17, 2018. We presently estimate that if we are able to successfully implement the Plan of Liquidation, then after the sale of

21


all or substantially all of the Company’s assets and the payment of all of the Company’s outstanding liabilities, we will have made total distributions to our stockholders of approximately $10.00 to $11.00 per share of the Company’s common stock, comprised of three components: (i) the $1.05 per share Special Distribution (defined below under “—Distributions”); (ii) the $0.12 per share Return of Invested Capital Distributions (defined below under “—Distributions”); and (iii) the range of liquidating distributions to be made pursuant to the Plan of Liquidation of $8.83 to $9.83 per share of the Company’s common stock, estimated by our board of directors as of April 23, 2018. Pursuant to the Plan of Liquidation, our board of directors has authorized a monthly liquidating distribution on shares of our common stock in an amount per share equal to $0.0541667 for each month from July to November 2018. In connection with the approval by the Company’s stockholders of the Plan of Liquidation, the Company’s board of directors voted to suspend indefinitely the Company’s distribution reinvestment plan, effective as of August 31, 2018. Accordingly, all distributions from August to November 2018 have been or will be paid in cash. We expect to make the final liquidating distribution on or before a date that is within 24 months after stockholder approval of the Plan of Liquidation. However, there can be no assurances regarding the amounts of any liquidating distributions or the timing thereof.

The following table provides additional information regarding each of the properties in which we owned an interest as of September 30, 2018.
Property
 
Location
 
Investment Type
 
Date Acquired/ Net Purchase Price (in millions) (2)
 
Estimated Going-in Capitalization Rate (3)
 
Leasable Square Feet
 
Percent Leased (1)
Domestic Office Investments
 
 
 
 
 
 
 
 
 
 
 
250 Royall (4)
 
Canton, Massachusetts
 
Office
 
9/2011; $57.0
 
9.1%
 
185,171

 
100
%
 
Campus at Marlborough
 
Marlborough, Massachusetts
 
Office
 
10/2011; $103.0
 
8.0%
 
532,246

 
71
%
 
9320 Excelsior (4)
 
Hopkins, Minnesota
 
Office
 
12/2011; $69.5
 
6.2%
 
254,915

 
100
%
 
550 Terry Francois
 
San Francisco, California
 
Office
 
8/2012; $180.0
 
8.2%
 
289,408

 
100
%
 
Riverside Center
 
Boston, Massachusetts
 
Office
 
3/2013; $197.1
 
5.7%
 
509,702

 
86
%
 
The Campus at Playa Vista (4)
 
Los Angeles, California
 
Office
 
5/2013; $216.6
 
5.7%
 
348,724

 
99
%
 
2300 Main
 
Irvine, California
 
Office
 
8/2013; $39.5
 
6.4%
 
132,064

 
100
%
 
55 M Street
 
Washington, D.C.
 
Office
 
12/2013; $140.9
 
4.8%
 
267,652

 
96
%
 
The Summit
 
Bellevue, Washington
 
Office
 
3/2015; $316.5
 
5.6%
 
539,576

 
96
%
 
Total for Domestic Office Investments
 
 
 
 
 
 
 
3,059,458

 
91
%
 

22


Property
 
Location
 
Investment Type
 
Date Acquired/ Net Purchase Price (in millions) (2)
 
Estimated Going-in Capitalization Rate (3)
 
Leasable Square Feet
 
Percent Leased (1)
Domestic Other Investments
 
 
 
 
 
 
 
 

 
 

 
Minneapolis Retail Center
 
Minneapolis, Minnesota
 
Retail
 
8/2012 & 12/2012; $130.6
 
6.5%
 
400,530

 
97
%
 
The Markets at Town Center

Jacksonville, Florida

Retail

7/2013; $135.0

5.9%

317,557


86
%
 
The Avenue at Murfreesboro

Nashville, Tennessee

Retail

8/2013; $163.0

6.4%

766,934


90
%
 
The Rim
 
San Antonio, Texas
 
Retail
 
2/2014, 4/2015, 12/2015 & 12/2016: $285.9
 
5.9%
 
1,032,014

 
94
%
 
Total for Domestic Other Investments
 
 
 
 
 
 
 
2,517,035

 
92
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International Office Investments
 
 
 
 
 
 
 
 
 
 
 
Gogolevsky 11
 
Moscow, Russia
 
Office
 
8/2011; $96.1
 
8.9%
 
94,240

 
93
%
 
100 Brookes St. (4)
 
Brisbane, Australia
 
Office
 
7/2012; $67.6
 
10.5%
 
105,636

 
36
%
 
465 Victoria (4)
 
Sydney, Australia
 
Office
 
2/2013; $90.8
 
8.0%
 
169,472

 
97
%
 
New City
 
Warsaw, Poland
 
Office
 
3/2013; $163.5
 
7.1%
 
484,182

 
85
%
 
825 Ann (4)
 
Brisbane, Australia
 
Office
 
4/2013; $128.2
 
8.0%
 
206,505

 
94
%
 
Perspective Défense
 
Paris, France
 
Office
 
6/2013; $165.8
 
8.5%
 
289,663

 
47
%
 
25 Cabot Square
 
London, England
 
Office
 
3/2014; $371.7
 
6.7%
 
455,712

 
59
%
 
818 Bourke (4)
 
Melbourne, Australia
 
Office
 
10/2014; $135.6
 
7.1%
 
259,007

 
96
%
 
Total for International Office Properties
 
 
 
 
 
 
 
2,064,417

 
75
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International Other Investments
 
 
 
 
 
 
 
 
 
 
 
FM Logistic
 
Moscow, Russia
 
Industrial
 
4/2011; $70.8
 
11.2%
 
748,578

 
100
%
 
Poland Logistics Portfolio (5)
 
Poland
 
Industrial
 
3/2012 & 10/2012; $157.2
 
8.1%
 
2,365,228

 
94
%
 
Total for International Other Investments
 
 
 
 
 
 
 
3,113,806

 
95
%
 
Total for All Investments
 
 
 
 
 
 
 
10,754,716

 
90
%
 

(1)
Represents the percentage leased based on the effective ownership of the Operating Partnership in the properties listed. On September 30, 2018, the Company owned a 99.99% interest in the Operating Partnership as its sole general partner. Affiliates of Hines owned the remaining 0.01% interest in the Operating Partnership.

(2)
For acquisitions denominated in a foreign currency, amounts have been translated to U.S. dollars at a rate based on the exchange rate in effect on the acquisition date.

(3)
The estimated going-in capitalization rate is determined as of the date of acquisition by dividing the projected property revenues in excess of expenses for the first fiscal year following the date of acquisition by the net purchase price (excluding closing costs and taxes). Property revenues in excess of expenses includes all projected operating revenues (rental income, tenant reimbursements, parking and any other property-related income) less all projected operating expenses (property operating and maintenance expenses, property taxes, insurance and property management fees).

The projected property revenues in excess of expenses includes assumptions which may not be indicative of the actual future performance of the property, and the actual economic performance of each property for our period of ownership may differ materially from the amounts used in calculating the estimated going-in capitalization rate. These include assumptions, with respect to each property, that in-place tenants will continue to perform under their lease agreements during the 12 months following our acquisition of the property.  In addition, with respect to the Poland Logistics Portfolio, the Minneapolis Retail Center, 465 Victoria, Riverside Center, 825 Ann, the Campus at Playa Vista, The Markets at Town Center, the Avenue at Murfreesboro, 55 M Street, 818 Bourke and The Summit, the projected property revenues in excess of expenses include assumptions concerning estimates of timing and rental rates related to re-leasing vacant space.

(4)
We sold these properties in October 2018 and November 2018. See “—Subsequent Events” for additional information about the sales.


23


(5)
The Poland Logistics Portfolio is comprised of five industrial parks located in Warsaw, Wroclaw and Upper Silesia, Poland. In July 2018, the Company entered into a contract to sell the Poland Logistics Portfolio. Although the Company expects the closing of this sale to occur in November 2018, there can be no assurances as to if or when this sale is completed.

Critical Accounting Policies

Each of our critical accounting policies involves the use of estimates that require management to make assumptions that are subjective in nature. Management relies on its experience, collects historical and current market data, and analyzes these assumptions in order to arrive at what it believes to be reasonable estimates. In addition, application of these accounting policies involves the exercise of judgments regarding assumptions as to future uncertainties. Actual results could materially differ from these estimates. A disclosure of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2017 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to our critical accounting policies during 2018.

Financial Condition, Liquidity and Capital Resources
 
To date, our most significant demands for funds have been related to the purchase of real estate properties and other real estate-related investments. Specifically, we funded $5.1 billion of real estate investments using $3.1 billion of proceeds from our public offerings, including the DRP offering, and debt proceeds. We invested all of the proceeds raised through our public offerings by the end of 2015. As a result, any subsequent real estate investments will be funded using proceeds from the dispositions of other real estate investments and debt proceeds. Other significant demands for funds include the payment of operating expenses, distributions and debt service. Generally, we expect to meet these operating cash needs using cash flows from operating activities and proceeds from sales of assets.

We have not generated sufficient cash flow from operations to fully fund distributions paid. Therefore some or all of our distributions may continue to be paid from other sources, such as proceeds from our debt financings, proceeds from the sales of assets, cash advances by our Advisor, and cash resulting from a waiver or deferral of fees. We have not placed a cap on the amount of our distributions that may be paid from any of these other sources.

We believe that the proper use of leverage can enhance returns on real estate investments. As of September 30, 2018, our portfolio was 36% leveraged, based on the most recent appraised values of our real estate investments. At that time, we had $1.4 billion of principal outstanding under our various loan agreements with a weighted average interest rate of 3.4%. Approximately $1.2 billion of our loans are maturing during the next year as of November 14, 2018. We expect to make these payments utilizing proceeds from the sale of our assets pursuant to the Plan of Liquidation, or we may elect to refinance the loans.

The discussions below provide additional details regarding our cash flows.

Cash Flows from Operating Activities

Our real estate properties generate cash flow in the form of rental revenues, which are used to pay direct leasing costs, property-level operating expenses and interest payments. Property-level operating expenses consist primarily of salaries and wages of property management personnel, utilities, cleaning, insurance, security and building maintenance costs, property management and leasing fees, and property taxes. Additionally, we make payments for general and administrative expenses, asset management fees, and, in prior periods, acquisition fees and expenses. 

Net cash provided by operating activities decreased by $59.4 million for the nine months ended September 30, 2018 as compared to the same period in the prior year. The largest components of the decrease are a $16.6 million termination payment received from the largest tenant at 25 Cabot Square during the nine months ended September 30, 2017 and payment of an $11.8 million capital gains tax during the nine months ended September 30, 2018 related to Mercedes Benz Bank, which was sold in 2017.  Operating cash flows have also declined due to our dispositions of six properties in 2017 and seven properties in 2018, and decreases in occupancy at 100 Brookes and Riverside Center during the nine months ended September 30, 2018.
 

24


Cash Flows from Investing Activities

Net cash from investing activities primarily relates to proceeds received from the sales of our real estate investments and capital expenditures at our properties. Net cash from investing activities decreased $211.8 million for the nine months ended September 30, 2018 compared to the same period in 2017, primarily due to property sales. The primary factors that contributed to the change between the two periods are summarized below.

2018

We received proceeds of $374.2 million from the sale of seven properties during the nine months ended September 30, 2018. See Note 3 — Investment Property for additional information regarding the sale of the properties.
We paid $48.8 million in capital expenditures at our operating properties.

2017

We received proceeds of $565.7 million from the sale of four properties during the nine months ended September 30, 2017.
We paid $34.0 million in capital expenditures at our operating properties.
We made real estate loans of $1.7 million and received proceeds from the collection of real estate loans receivable of $7.2 million.

Cash Flows from Financing Activities

Redemptions

As described previously, we ceased offering primary shares pursuant to our public offerings in April 2014. During the nine months ended September 30, 2018 and 2017, respectively, we redeemed $89.5 million and $82.7 million in shares of our common stock through our share redemption program. During the nine months ended September 30, 2017, we also redeemed $52.6 million of Convertible Preferred Equity Certificates (“CPEC”) held by the non-controlling interest owner in the Brindleyplace JV.

Distributions

We declared distributions of approximately $0.65 per share, per year for 2017. Additionally, we declared a special distribution of $1.05 per share (the “Special Distribution”) ($288.0 million in total) to all stockholders of record as of December 30, 2017, that was paid in January 2018. In addition, our board of directors authorized monthly distributions aggregating $0.325 per share for the six months ending June 30, 2018 and our board of directors designated an aggregate of $0.12 per share of these distributions as a return of stockholders’ invested capital (the “Return of Invested Capital Distributions”) (such designation is not indicative of the characterization of these distributions for income tax purposes). The Return of Invested Capital Distributions have been paid to stockholders of record as of monthly record dates on the first business day of the month following the month to which the distributions relate.

From July 2018 to November 2018, we have declared distributions at an amount equal to $0.0541667 per share, per month ($0.65 per share on an annualized basis). The full amount of these distributions has been designated by the Company as a return of a portion of the stockholders’ invested capital and, as such, has reduced or will reduce the stockholders’ remaining investment in the Company. Distributions are paid monthly on the first business day following the completion of each month to which they relate. As a result of the suspension of our distribution reinvestment plan, any distributions paid after August 31, 2018 have been or will be paid to our stockholders in cash. Distributions paid to stockholders (including those reinvested in stock) during the nine months ended September 30, 2018 and 2017 were $421.3 million and $135.2 million, respectively.

25



The table below contains additional information regarding distributions declared to our stockholders and noncontrolling interest holders as well as the sources of distribution payments (all amounts are in thousands):

 
 
Stockholders
 
Noncontrolling Interests
 
Distributions funded from Cash Flows From Operating Activities
 
Distributions for the Three Months Ended
 
Cash Distributions
 
Distributions Reinvested
 
Total Declared
 
Total Declared
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2018
 
$
36,970

 
$
7,187

 
$
44,157

 
$
11,768

 
$
30,679

(1) 
55
%
 
June 30, 2018
 
$
22,457

 
$
21,844

 
$
44,301

 
$
52

 
$

 
%
 
March 31, 2018
 
22,126

 
22,294

 
44,420

 
60

 

 
%
 
Total
 
$
81,553

 
$
51,325

 
$
132,878

 
$
11,880

 
$
30,679

 
21
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
$
310,078

(2) 
$
22,890

 
$
332,968

 
$
1,064

 
$
2,888

 
1
%
 
September 30, 2017
 
22,224

 
23,031

 
45,255

 
1,786

 
21,091

 
45
%
 
June 30, 2017
 
21,935

 
22,953

 
44,888

 
21,053

 
36,931

(3) 
82
%
(3) 
March 31, 2017
 
21,614

 
22,883

 
44,497

 
2,804

 
28,819

 
64
%
 
Total
 
$
375,851

 
$
91,757

 
$
467,608

 
$
26,707

 
$
89,729

 
19
%
 

(1)
For the three months ended September 30, 2018, distributions declared to noncontrolling interests included a distribution totaling $11.6 million to an affiliate of Hines, who was the Company’s JV partner in the WaterWall JV, as a result of the sale of WaterWall Place.

(2)
Includes $288.0 million related to the Special Distribution described above.

(3)
These amounts exclude the $21.0 million special distribution paid to the noncontrolling interest partners in the Aviva Coral Gables JV, which were made using proceeds from the sale of Aviva Coral Gables in June 2017.

Our cash flows from operations have been and may continue to be insufficient to fully fund distributions paid to stockholders. We have funded the remaining distributions from proceeds from the sales of our real estate investments in prior periods, and/or cash flows from financing activities.

Debt Financings

We utilize permanent mortgage financing to leverage returns on our real estate investments and use borrowings under our Revolving Credit Facility to provide funding for near-term working capital needs. As mentioned previously, our portfolio was 36% leveraged as of September 30, 2018 (based on the values of our real estate investments) with a weighted average interest rate of 3.4%.

Below is additional information regarding our loan activities for the nine months ended September 30, 2018 and 2017. See Note 4 — Debt Financing for additional information regarding our outstanding debt:

2018

We borrowed approximately $337.0 million and made payments of $241.0 million under our Revolving Credit Facility.
We made a payment of $28.3 million to pay in full the mortgage loan for 100 Brookes in January 2018.
We made a payment of $44.9 million to pay in full the secured mortgage loan related to WaterWall Place upon the sale of the property in September 2018.
We made a payment of $170.0 million to pay in full the mortgage loan for The Summit in September 2018.
We made payments of $7.6 million on our remaining outstanding mortgage loans.


26


2017

We borrowed approximately $122.0 million and made payments of $179.0 million under our Revolving Credit Facility.
We made a payment of $151.4 million to fully pay down the secured mortgage loan related to the Brindleyplace Project upon the sale of the property in February 2017.
We made a payment of $42.7 million to fully pay down the Aviva Coral Gables loan upon the sale of the property in June 2017.
We made a payment of $5.4 million related to the 100 Brookes loan in May 2017.
We made a payment of $37.9 million to fully pay down the secured mortgage loan related to Mercedes Benz Bank upon the sale of the property in July 2017.
We made a payment of $72.0 million to fully pay down the secured mortgage loan related to 55 M Street in September 2017.
We made payments of $6.4 million on our remaining outstanding mortgage loans.

Results of Operations

Same-store Analysis

The following table presents the property-level revenues in excess of expenses for the three months ended September 30, 2018, as compared to the same period in 2017, by reportable segment. Same-store properties for the three months ended September 30, 2018 include 27 properties that were 90% and 93% leased as of September 30, 2018 and September 30, 2017, respectively (amounts in thousands, except for percentages):
 
Three Months Ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
Property revenues in excess of expenses (1)
 
 
 
 
 
 
 
Same-store properties
 
 
 
 
 
 
 
Domestic office investments
$
20,318

 
$
22,573

 
$
(2,255
)
 
(10
)%
Domestic other investments
12,291

 
13,097

 
(806
)
 
(6
)%
International office investments
10,094

 
12,686

 
(2,592
)
 
(20
)%
International other investments
1,831

 
3,499

 
(1,668
)
 
(48
)%
Total same-store properties
44,534

 
51,855

 
(7,321
)
 
(14
)%
Disposed properties
2,992

 
12,083

 
(9,091
)
 
(75
)%
Total property revenues in excess of expenses
$
47,526

 
$
63,938

 
$
(16,412
)
 
(26
)%
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
Depreciation and amortization
$
24,632

 
$
32,936

 
$
(8,304
)
 
(25
)%
Impairment losses
$
4,274

 
$

 
$
4,274

 
 %
Gain on sale of real estate investments

$
157,473

 
$
74,560

 
$
82,913

 
111
 %
Interest expense
$
15,704

 
$
14,435

 
$
1,269

 
9
 %
Income tax provision (benefit)
$
95

 
$
950

 
$
(855
)
 
(90
)%
Provision for income taxes related to sale of real estate

$
3,229

 
$
12,911

 
$
(9,682
)
 
(75
)%

(1)
Property revenues in excess of expenses include total revenues less property operating expenses, real property taxes, and property management fees.


27


In total, property revenues in excess of expenses of our same-store properties decreased by 14% for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. Set forth below is a description of the significant variances in our property revenues in excess of expenses at our same-store properties:

Domestic office investments:
Revenues in excess of expenses of 550 Terry Francois decreased $0.8 million due to a reduction of gross rents collected from the single tenant as a result of a lease modification in 2017.
Revenues in excess of expenses of Riverside Center decreased by $0.5 million due to vacancies at the property. Riverside Center was 86% leased at September 30, 2018, compared to 95% leased at September 30, 2017.
International office investments:
Revenues in excess of expenses of 100 Brookes decreased $1.2 million primarily due to the vacancy of the single tenant in January 2018.
Revenues in excess of expenses of 465 Victoria decreased $1.9 million primarily due to a lease termination payment received from a tenant in the three months ended September 30, 2017.
The decreases in revenues in excess of expenses were offset by a $1.2 million increase at 825 Ann, primarily due to a lease termination payment received from a tenant during the three months ended September 30, 2018.
Decreases in foreign currency exchange rates against the U.S. dollar caused decreases in the operating results of our international properties. Specifically, the Australian Dollar decreased 7% against the U.S. dollar during the three months ended September 30, 2018 compared to the same period in 2017. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding our exposure to foreign currency exchange rates.
International other investments:
Revenues in excess of expenses of FM Logistics decreased $1.2 million, primarily due to lease renewals at lower rental rates in the fourth quarter of 2017.

Other changes

The decrease in depreciation and amortization in the table above is primarily due to the sales of six of our properties during 2017 and seven properties in 2018.

For the three months ended September 30, 2018, we determined that one of our investment properties was impaired based on the asset having a carrying value that exceeded the contract sales price under the purchase and sale agreement for the property. As a result, an impairment loss of $4.3 million was recorded to write down its carrying value to its fair value as of September 30, 2018. No impairment charges were recorded for the three months ended September 30, 2017.

The increase in the gain on sale of real estate investments in the table above is due to the gain recognized upon the sale of six of our properties during the three months ended September 30, 2018 being higher than the gain on the property that was sold during the three months ended September 30, 2017.

The increase in interest expense in the table above is primarily due to having a higher weighted average interest rate on our loans outstanding during the three months ended September 30, 2018, compared to the same period in the 2017.

The provision for income taxes related to sale of real estate is due to taxes recognized upon the sale of German Logistics Properties in August 2018 for the three months ended September 30, 2018, and the sale of Mercedes Benz Bank in July 2017 for the three months ended September 30, 2017.

The following table presents the property-level revenues in excess of expenses for the nine months ended September 30, 2018, as compared to the same period in 2017, by reportable segment. Same-store properties for the nine months ended September 30, 2018 include 27 properties that were 90% and 93% leased as of September 30, 2018 and September 30, 2017, respectively (amounts in thousands, except for percentages):

28


 
Nine Months Ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
Property revenues in excess of expenses (1)
 
 
 
 
 
 
 
Same-store properties
 
 
 
 
 
 
 
Domestic office investments
$
62,149

 
$
67,577

 
$
(5,428
)
 
(8
)%
Domestic other investments
38,828

 
38,988

 
(160
)
 
 %
International office investments
28,851

 
37,971

 
(9,120
)
 
(24
)%
International other investments
6,149

 
10,188

 
(4,039
)
 
(40
)%
Total same-store properties
135,977

 
154,724

 
(18,747
)
 
(12
)%
Disposed properties
16,171

 
44,534

 
(28,363
)
 
(64
)%
Total property revenues in excess of expenses
$
152,148

 
$
199,258

 
$
(47,110
)
 
(24
)%
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
Depreciation and amortization
$
88,056

 
$
105,180

 
$
(17,124
)
 
(16
)%
Impairment losses
$
9,378

 
$

 
$
9,378

 
 %
Gain on sale of real estate investments

$
216,147

 
$
215,165

 
$
982

 
 %
Interest expense
$
45,921

 
$
44,024

 
$
1,897

 
4
 %
Income tax provision (benefit)
$
(1,383
)
 
$
(8,548
)
 
$
7,165

 
(84
)%
Provision for income taxes related to sale of real estate

$
3,229

 
$
12,911

 
$
(9,682
)
 
(75
)%

(1)
Property revenues in excess of expenses include total revenues less property operating expenses, real property taxes, and property management fees.


29


In total, property revenues in excess of expenses of our same-store properties decreased by 12% for the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017. Set forth below is a description of the significant variances in our property revenues in excess of expenses at our same-store properties:

Domestic office investments:
Revenues in excess of expenses of 550 Terry Francois decreased $2.4 million due to a reduction of gross rents collected from the single tenant as a result of a lease modification in 2017.
Revenues in excess of expenses of Riverside Center decreased $1.4 million due to vacancies at the property. Riverside Center was 86% leased at September 30, 2018, compared to 95% leased at September 30, 2017.
International office investments:
Revenues in excess of expenses of 25 Cabot Square decreased $5.1 million primarily due to vacancies at the property and increases in property operating expenses caused by a large refurbishment and expansion project.
Revenues in excess of expenses of 100 Brookes decreased $3.4 million primarily due the vacancy of the single tenant in January 2018. The property was fully vacant for most of 2018, and is 36% leased at September 30, 2018, compared to 100% leased at September 30, 2017.
Revenues in excess of expenses of 465 Victoria decreased $2.4 million primarily due to a lease termination payment received from a tenant during the nine months ended September 30, 2017.
The decreases in revenues in excess of expenses were offset by a $1.2 million increase at 825 Ann, primarily due to a lease termination payment received from a tenant during the nine months ended September 30, 2018.
These declines are also offset by increases in foreign currency exchange rates against the U.S. dollar for our international properties. Specifically, the Euro increased 7% against the U.S. dollar during the nine months ended September 30, 2018 compared with the same period in 2017. Additionally, the British pound increased 6% against the U.S. dollar during that period. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding our exposure to foreign currency exchange rates.
International other investments:
Revenues in excess of expenses of FM Logistics decreased $3.6 million, primarily due to lease renewals at lower rental rates in the fourth quarter of 2017.


30


Other changes

The decrease in depreciation and amortization in the table above is primarily due to the sales of several of our properties during 2017 and 2018.

For the nine months ended September 30, 2018, we determined that two of our properties were impaired, based on the assets having carrying values that exceeded the contract sales prices under the purchase and sale agreement for each of the properties. As a result, impairment losses of $9.4 million were recorded to write down their carrying values to their fair values as of September 30, 2018. No impairment charges were recorded for the nine months ended September 30, 2017.

The increase in the gain on sale of real estate investments in the table above represents the gain recognized upon the sale of seven of our properties during the nine months ended September 30, 2018 and four of our properties during the nine months ended September 30, 2017.

The decrease in our income tax benefit is primarily due to the restructuring of certain of our Polish subsidiaries resulting from changes in tax laws in Poland during the nine months ended September 30, 2017.

The provision for income taxes related to sale of real estate is due to taxes recognized upon the sale of German Logistics Properties in August 2018 for the nine months ended September 30, 2018, and the sale of Mercedes Benz Bank in July 2017 for the nine months ended September 30, 2017.


Other Expenses

The tables below provide detail relating to our asset management and acquisition fees, acquisition-related expenses, and general and administrative expenses for the three and nine months ended September 30, 2018 and 2017.  All amounts in thousands, except percentages:

 
Three Months Ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
Asset management and acquisition fees
$
8,886

 
$
9,690

 
$
(804
)
 
(8
)%
Acquisition related expenses
$

 
$

 
$

 
 %
General and administrative expenses
$
2,212

 
$
2,002

 
$
210

 
10
 %
Foreign currency gains (losses)
$
3,818

 
$
(1,941
)
 
$
5,759

 
(297
)%

 
Nine Months Ended September 30,
 
Change
 
2018
 
2017
 
$
 
%
Asset management and acquisition fees
$
26,527

 
$
28,570

 
$
(2,043
)
 
(7
)%
Acquisition related expenses
$

 
$
113

 
$
(113
)
 
(100
)%
General and administrative expenses
$
8,187

 
$
7,277

 
$
910

 
13
 %
Foreign currency gains (losses)
$
(4,543
)
 
$
5,386

 
$
(9,929
)
 
(184
)%


The changes identified in the tables above are primarily due to the following:

We pay monthly asset management fees to the Advisor based on an annual fee of 1.5% of the net equity capital invested in real estate, which may be affected by the timing of the property sales, amounts of equity invested in properties that are sold, capital expenditures and changes in the leverage of our properties.

General and administrative expenses include legal and accounting fees, printing and mailing costs, insurance costs, costs and expenses associated with our board of directors and other administrative expenses. The increase is due to increased legal and consulting costs associated with the Plan of Liquidation.

31



See below for a description of the changes related to foreign currency gains (losses).

Foreign Currency Gains (Losses)

Our international real estate investments use functional currencies other than the U.S. dollar. The financial statements for these subsidiaries are translated into U.S. dollars for reporting purposes. Assets and liabilities are translated at the exchange rate in effect as of the balance sheet date while income statement amounts are translated using the average exchange rate for the period and significant nonrecurring transactions using the rate on the transaction date. Gains or losses resulting from translation are included in accumulated other comprehensive income (loss) within stockholders’ equity. By contrast, gains and losses related to transactions denominated in currencies other than an entity’s functional currency are recorded in foreign currency gains (losses) on the consolidated statement of operations. An exception is made where an intercompany loan or advance is deemed to be of a long-term investment nature, in which instance foreign currency transaction gains or losses are included in accumulated other comprehensive income (loss) within stockholders’ equity.

During the three and nine months ended September 30, 2018 and 2017, these gains/losses were primarily related to the effect of remeasuring our borrowings denominated in currencies other than our functional currencies and the changes to the related exchange rates between the date of the borrowing and the end of each period.

Funds from Operations and Modified Funds from Operations
 
Funds from Operations (“FFO”) is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) widely recognized by investors and analysts as one measure of operating performance of a real estate company. FFO excludes items such as real estate depreciation and amortization. Depreciation and amortization, as applied in accordance with GAAP, implicitly assumes that the value of real estate assets diminishes predictably over time and also assumes that such assets are adequately maintained and renovated as required in order to maintain their value. Since real estate values have historically risen or fallen with market conditions such as occupancy rates, rental rates, inflation, interest rates, the business cycle, unemployment and consumer spending, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for real estate companies using historical cost accounting alone is insufficient. In addition, FFO excludes gains and losses from the sale of real estate and impairment charges related to depreciable real estate assets and in-substance real estate equity investments, which we believe provides management and investors with a helpful additional measure of the historical performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. A property will be evaluated for impairment if events or circumstances indicate that the carrying amount may not be recoverable (i.e. the carrying amount exceeds the total estimated undiscounted future cash flows from the property). Undiscounted future cash flows are based on anticipated operating performance, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows. While impairment charges are excluded from the calculation of FFO as described above, stockholders are cautioned that due to the limited term of our operations, it could be difficult to recover any impairment charges.

In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. We adopted this guidance on January 1, 2018 and we expect that any real estate transactions completed after that date will be accounted for under the asset acquisition guidance and the related acquisition-related expenses and acquisition fees will be treated under a capitalization/depreciation model and accordingly, will not be included in FFO or MFFO (as discussed below). Prior to ASU 2017-01, real estate acquisitions were generally considered business combinations and the acquisition-related expenses and acquisition fees were treated as operating expenses under GAAP.

In addition to FFO, management uses Modified Funds from Operations (“MFFO”), as defined by the Investment Program Association (the “IPA”), as a non-GAAP supplemental financial performance measure to evaluate our operating performance. The IPA has recommended the use of MFFO as a supplemental measure for publicly registered, non-listed REITs to enhance the assessment of the operating performance of a non-listed REIT. MFFO is not equivalent to our net income or loss as determined under GAAP, and MFFO may not be useful as a measure of the long-term operating performance of our investments or as a comparative measure to other publicly registered, non-listed REITs if we do not continue to operate with a limited life and targeted exit strategy, as currently intended and described herein. MFFO includes funds generated by the operations of our real estate investments and funds used in our corporate-level operations. MFFO is based on FFO, but includes certain additional adjustments which we believe are appropriate. Such items include reversing the effects of straight-line rent revenue recognition, fair value adjustments to derivative instruments that do not qualify for hedge accounting treatment and certain other items as described below. Some of these adjustments are necessary to address changes in the accounting and reporting rules under GAAP such as the accounting for acquisition-related expenses from a capitalization/depreciation model to an expensed-as-incurred model that were put into effect in 2009 and other changes to GAAP rules

32


for real estate subsequent to the establishment of NAREIT’s definition of FFO. These changes in the accounting and reporting rules under GAAP affected all industries, and as a result of these changes, acquisition fees and expenses have typically been accounted for as operating expenses under GAAP. Management believes these fees and expenses do not affect our overall long-term operating performance. These changes also have prompted a significant increase in the magnitude of non-cash and non-operating items included in FFO, as defined. Such items include amortization of out-of-market lease intangible assets and liabilities and certain tenant incentives.

Other adjustments included in MFFO are necessary to address issues that are common to publicly registered, non-listed REITs. Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operations. While other start-up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs like us are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases.

The purchase of properties, and the corresponding expenses associated with that process, including acquisition fees and expenses, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to our stockholders. MFFO excludes any acquisition fees payable to our Advisor and acquisition expenses. As described above, prior to the adoption of ASU 2017-01, under GAAP, acquisition fees and expenses were characterized as operating expenses in determining operating net income. These expenses were paid in cash by us, and therefore such funds will not be available to distribute to our stockholders. In connection with any future acquisitions of real properties, unless our Advisor determines to waive the payment of any then-outstanding acquisition-related costs otherwise payable to our Advisor, such costs will be paid from additional debt, operational earnings or cash flow, net proceeds from the sale of properties, or ancillary cash flows. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. Since MFFO excludes acquisition fees and expenses related to all of our acquisitions, MFFO would only be comparable to the operations of non-listed REITs that have completed their acquisition activity and have other similar operating characteristics.

Management uses MFFO to evaluate the financial performance of our investment portfolio, including the impact of potential future investments. In addition, management uses MFFO to evaluate and establish our distribution policy and the sustainability thereof. Further, we believe MFFO is one of several measures that may be useful to investors in evaluating the potential performance of our portfolio following the conclusion of the acquisition phase, as it excludes acquisition fees and expenses incurred prior to January 1, 2018, as described herein.

MFFO is useful in assisting management and investors in assessing the sustainability (that is, the capacity to continue to be maintained) of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete. MFFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining MFFO.

FFO and MFFO should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. In addition, FFO and MFFO should not be considered as alternatives to net income (loss) or income (loss) from continuing operations as an indication of our performance or as alternatives to cash flows from operating activities as an indication of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and MFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. Please see the limitations listed below associated with the use of MFFO:


MFFO excludes acquisition fees payable to our Advisor and acquisition expenses for periods prior to January 1, 2018. Although these amounts reduce net income, we generally have funded such costs with proceeds from our public offerings and acquisition-related indebtedness (and, solely with respect to acquisition-related costs incurred in connection with our acquisition of the Brindleyplace Project in July 2010, equity capital contributions from our joint venture partner) and do not consider these fees and expenses in the evaluation of our operating performance and determining MFFO.

We use interest rate swap contracts and interest rate caps as economic hedges against the variability of interest rates on variable-rate loans. Although we expect to hold these instruments to maturity, if we were to settle these instruments currently, it would have an impact on our operating performance.  Additionally, these derivative instruments are measured at fair value on a quarterly basis in accordance with GAAP.  MFFO excludes gains (losses) related to changes in these estimated values of our derivative instruments because such adjustments may not be reflective of ongoing operations and may reflect unrealized impacts on our operating performance.

We use foreign currency forward contracts as economic hedges against the variability of foreign exchange rates on certain international investments. These derivative instruments are typically short-term and are frequently settled at amounts that result

33


in additional amounts paid or received. However, such gains (losses) are excluded from MFFO since they are not considered to be operational in nature.  Additionally, these derivative instruments are measured at fair value on a quarterly basis in accordance with GAAP.  MFFO excludes gains (losses) related to changes in these estimated values of our derivative instruments because such adjustments may not be reflective of ongoing operations or may reflect unrealized impacts on our operating performance.

We utilize the definition of FFO as set forth by NAREIT and the definition of MFFO as set forth by the IPA. Our FFO and MFFO as presented may not be comparable to amounts calculated by other REITs, if they use different approaches.

Our business is subject to volatility in the real estate markets and general economic conditions, and adverse changes in those conditions could have a material adverse impact on our business, results of operations and MFFO. Accordingly, the predictive nature of MFFO is uncertain and past performance may not be indicative of future results.

Neither the United States Securities and Exchange Commission (the “SEC”), NAREIT nor any regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, NAREIT or a regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.
 
The following section presents our calculation of FFO and MFFO attributable to common stockholders and provides additional information related to our operations (in thousands, except per share amounts) for the three and nine months ended September 30, 2018 and 2017 and the period from inception (December 10, 2008) through September 30, 2018. As we have recently completed the acquisition phase of our life cycle, FFO and MFFO are not useful in comparing operations for the two periods presented below.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Period from Inception (December 10, 2008) through September 30, 2018
 
2018
 
2017
 
2018
 
2017
 
Net income (loss)
$
149,112

 
$
64,033

 
$
184,368

 
$
230,120

 
$
513,200

 Depreciation and amortization (1)
24,632

 
32,936

 
88,056

 
105,180

 
1,075,641

 Gain on sale of investment property (2)
(157,473
)
 
(74,560
)
 
(216,147
)
 
(215,165
)
 
(786,481
)
 Impairment Losses (3)
4,274

 

 
9,378

 

 
16,503

 Provision for income taxes related to sale of real estate
3,229

 
12,911

 
3,229

 
12,911

 
16,140

 Gain on sale of property from unconsolidated subsidiary

 

 

 

 
(7,196
)
 Adjustments for noncontrolling interests (4)
3

 
(40
)
 
(30
)
 
(1,142
)
 
(31,656
)
Funds from Operations attributable to common stockholders
23,777

 
35,280

 
68,854

 
131,904

 
796,151

Loss (gain) on derivative instruments (5)
857

 
(174
)
 
39

 
628

 
(4,106
)
Loss (gain) on foreign currency (6)
(4,303
)
 
2,450

 
3,353

 
(4,495
)
 
37,766

Other components of revenues and expenses (7)
3,618

 
1,874

 
7,307

 
20,954

 
(24,096
)
Acquisition fees and expenses (8)

 

 

 
113

 
223,148

Adjustments for noncontrolling interests (4)

 
(2
)
 
(1
)
 
324

 
5,216

Modified Funds From Operations attributable to common stockholders
$
23,949

 
$
39,428

 
$
79,552

 
$
149,428

 
$
1,034,079

Basic and diluted income (loss) per common share
$
0.51

 
$
0.23

 
$
0.64

 
$
0.64

 
$
2.64

Funds From Operations attributable to common stockholders per common share
$
0.09

 
$
0.13

 
$
0.25

 
$
0.48

 
$
4.61

Modified Funds From Operations attributable to common stockholders per common share
$
0.09

 
$
0.14

 
$
0.29

 
$
0.54

 
$
5.99

Weighted average shares outstanding
271,733

 
276,228

 
272,563

 
276,950

 
172,693


Notes to the table:

(1)
Represents the depreciation and amortization of various real estate assets.  Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that such depreciation and amortization may be of limited relevance in evaluating current operating performance and, as such, these items are excluded from our determination of FFO.


34


(2)
Represents the gain on disposition of certain real estate investments. Although this gain is included in the calculation of net income (loss), we have excluded it from FFO because we believe doing so appropriately presents the operating performance of our real estate investments on a comparative basis.

(3)
Represents impairment charges recorded for the three and nine months ended September 30, 2018 and 2017 in accordance with GAAP. Although such impairment charges on operating real estate investments and our investments in unconsolidated entities are included in the calculation of net income (loss), we have excluded them from FFO because we believe doing so more appropriately presents the operating performance of our real estate investments and our investments in unconsolidated entities on a comparative basis.

(4)
Includes income attributable to noncontrolling interests and all adjustments to eliminate the noncontrolling interests’ share of the adjustments to convert our net income (loss) to FFO and MFFO.

(5)
Represents components of net income (loss) related to the estimated changes in the values of our interest rate contract derivatives and foreign currency forwards. We have excluded these changes in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.

(6)
Represents components of net income (loss) primarily resulting from the remeasurement of loans denominated in currencies other than our functional currencies. We have excluded these changes in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.

(7)
Includes the following components of revenues and expenses that we do not consider in evaluating our operating performance and determining MFFO for the three and nine months ended September 30, 2018 and 2017 (in thousands):

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Period from Inception (December 10, 2008) through September 30, 2018
 
2018
 
2017
 
2018
 
2017
 
Straight-line rent adjustment (a)
$
(1,311
)
 
$
(2,800
)
 
$
(2,160
)
 
$
8,285

 
$
(104,309
)
Amortization of lease incentives (b)
5,208

 
4,934

 
15,519

 
13,413

 
60,697

Amortization of out-of-market leases (b)
(279
)
 
(301
)
 
(6,052
)
 
(791
)
 
16,509

Other

 
41

 

 
47

 
3,007

 
$
3,618

 
$
1,874

 
$
7,307

 
$
20,954

 
$
(24,096
)

(a)
Represents the adjustments to rental revenue as required by GAAP to recognize minimum lease payments on a straight-line basis over the respective lease terms.  We have excluded these adjustments from our evaluation of our operating performance and in determining MFFO because we believe that the rent that is billable during the current period is a more relevant measure of our operating performance for such period.

(b)
Represents the amortization of lease incentives and out-of-market leases.

(8)
Represents acquisition expenses and acquisition fees paid to our Advisor that were expensed in our condensed consolidated statements of operations. We funded such costs with proceeds from our offering, and therefore do not consider these expenses in evaluating our operating performance and determining MFFO.

As noted previously, our cash flows from operations have been and may continue to be insufficient to fully fund distributions paid. Therefore, some or all of our distributions may continue to be paid from other sources, such as cash advances by the Advisor, cash resulting from a waiver or deferral of fees, proceeds from the sale of assets and/or borrowings. We have not placed a cap on the amount of our distributions that may be paid from any of these sources.

From inception through September 30, 2018, we declared distributions to our stockholders totaling $1,095.6 million (which does not include the $288.0 million Special Distribution), compared to total aggregate FFO of $796.2 million and cash flows from operating activities of $617.9 million. For the three months ended September 30, 2018, we declared distributions to our stockholders totaling $44.2 million, compared to total aggregate FFO of $23.8 million. For the three months ended September 30, 2017, we declared distributions to our stockholders totaling $45.3 million, compared to total aggregate FFO of $35.3 million. For the nine months ended September 30, 2018, we declared distributions to our stockholders totaling $132.9 million, compared to total aggregate

35


FFO of $68.9 million. For the nine months ended September 30, 2017, we declared distributions to our stockholders totaling $134.6 million, compared to total aggregate FFO of $131.9 million. During our offering and investment stages, we incurred acquisition fees and expenses in connection with our real estate investments, which were recorded as reductions to net income (loss) and FFO. These fees and expenses totaled $223.1 million from inception through September 30, 2018.

Related-Party Transactions and Agreements

We have entered into agreements with the Advisor, Dealer Manager and Hines or its affiliates, whereby we pay certain fees and reimbursements to these entities during the various phases of our organization and operation. During the organization and offering stage, these include payments to our Dealer Manager for selling commissions and the dealer manager fee and payments to our Advisor for reimbursement of issuer costs. During the acquisition and operational stages, these include payments for certain services related to acquisitions, financing and management of our investments and operations provided to us by our Advisor and Hines and its affiliates pursuant to various agreements we have entered into or anticipate entering into with these entities. See Note 6 — Related Party Transactions in this Quarterly Report on Form 10-Q and Note 9 — Related Party Transactions in our Annual Report of Form 10-K for the year ended December 31, 2017 for additional information concerning our related-party transactions.

For the three months ended September 30, 2018, distributions declared to the noncontrolling interests included a distribution totaling $11.6 million to an affiliate of Hines, our JV partner in the WaterWall JV, as a result of the sale of WaterWall Place.

Off-Balance Sheet Arrangements
 
As of September 30, 2018 and December 31, 2017, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Subsequent Events

2300 Main Street

In October 2018, we entered into a contract to sell 2300 Main Street for a contract sales price of $46.6 million. Although we expect the closing of this sale to occur in November 2018, there can be no assurances as to if or when this sale is completed.

250 Royall

In October 2018, we sold 250 Royall for a contract sales price of $20.2 million. We acquired the property in September 2011 for $57.0 million. The purchaser is not affiliated with us or our affiliates.

9320 Excelsior

In October 2018, we sold 9320 Excelsior for a contract sales price of $49.5 million. We acquired the property in December 2011 for $69.5 million. The purchaser is not affiliated with us or our affiliates.

Australian Properties Portfolio

In November 2018, we sold our Australian properties portfolio consisting of 818 Bourke Street, 100 Brookes, 825 Ann Street, and 465 Victoria Avenue for a contract sales price of A$645.8 million (approximately $465 million based on an exchange rate of $0.72 per AUD on the date of the transaction). We acquired 818 Bourke in October 2014 for $135.6 million, 100 Brookes in July 2012 for $67.6 million, 825 Ann in April 2013 for $128.2 million, and 465 Victoria Avenue for February 2013 for $90.8 million. The purchaser is not affiliated with us or our affiliates.

Campus at Playa Vista

In November 2018, we sold Campus at Playa Vista for a contract sales price of $330.1 million. We acquired the property in May 2013 for $216.6 million. The purchaser is not affiliated with us or our affiliates.



36


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business plan, we believe that interest rate risk, foreign currency risk and real estate valuation risk are the primary market risks to which we are exposed.

Interest Rate Risk

We are exposed to the effects of interest rate changes primarily as a result of debt used to maintain liquidity and fund expansion of our real estate investment portfolio and operations. One of our interest rate risk management objectives is to limit the impact of interest rate changes on cash flows. To achieve this objective, we may borrow at fixed rates or fix the variable rates of interest on variable interest rate borrowings through the use of interest rate swaps and caps. We have and may continue to enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes. We are exposed to credit risk of the counterparty to these contracts in the event of non-performance under the terms of the derivative contracts.  In the event of non-performance by the counterparty, if we were not able to replace these contracts, we would be subject to the variability of interest rates on the total amount of debt outstanding under the mortgage.

At September 30, 2018, we had fixed-rate debt of $226.7 million and variable-rate debt of $1.2 billion. If interest rates were to increase by 1% and all other variables were held constant, we would incur $12.2 million in additional annual interest expense associated with our variable-rate debt. Additionally, we hedged approximately $282.1 million of our variable-rate debt using interest rate caps, which limit our exposure to rising interest rates. As of September 30, 2018, the variable interest rates did not exceed their capped interest rates.

Foreign Currency Risk

We currently have real estate investments located in countries outside of the U.S. that are subject to the effects of exchange rate movements between the foreign currency of each real estate investment and the U.S. dollar, which may affect future costs and cash flows as well as amounts translated into U.S. dollars for inclusion in our condensed consolidated financial statements. Generally, we have entered into mortgage loans denominated in foreign currencies for these investments, which provide natural hedges with regard to changes in exchange rates between the foreign currencies and U.S. dollar and reduces our exposure to exchange rate differences. Additionally, we are typically a net receiver of these foreign currencies, and, as a result, our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar. The table below identifies the effect that a 10% immediate, unfavorable change in the exchange rates would have on our equity in these international real estate investments and their net income for the most recently completed period, by foreign currency (in thousands)(1)(2):

 
Reduction in Book Value as of September 30, 2018
 
Reduction in Net Income (Loss) for the Nine Months Ended September 30, 2018
AUD
$8,998
 
$330
EUR
$16,337
 
$12,614
GBP
$14,797
 
$4,802
RUB
$5,769
 
$234

(1)
Our real estate assets in Moscow, Russia were purchased in U.S. dollars and we expect that when we dispose of these assets, the sale transactions will also be denominated in U.S. dollars. Accordingly, we do not expect to have economic exposure to the Ruble upon disposition. However, changes in the exchange rate between the Ruble and the U.S. dollar could result in realized losses recorded in our consolidated statement of operations at the time of sale.

(2)
Our real estate assets in Warsaw, Wroclaw and Upper Silesia, Poland were purchased in Euros and we expect that when we dispose of these assets, the sale transactions will also be denominated in Euros. Accordingly, we do not expect to have Polish zloty exposure upon disposition.


37


Item 4.  Controls and Procedures

Disclosure Controls and Procedures
 
In accordance with Rules 13a-15 and 15d-15 promulgated under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2018, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Change in Internal Controls

No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

38


PART II- OTHER INFORMATION

Item 1.   Legal Proceedings
 
From time to time in the ordinary course of business, the Company or its subsidiaries may become subject to legal proceedings, claims or disputes. As of November 14, 2018, neither the Company nor any of its subsidiaries was a party to any material pending legal proceedings.

Item 1A.  Risk Factors

We are subject to a number of risks and uncertainties, which are discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. With the exception of the risk factors set forth below, there have been no material changes to the risk factors set forth under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Risks Related to the Liquidation of the Company

There can be no assurances concerning the prices at which our properties will be sold or the timing of such sales.

We cannot give any assurances as to the prices at which any of our properties ultimately will be sold, or the timing of such sales. Real estate market values are constantly changing and fluctuate with changes in interest rates, availability of financing, changes in general economic conditions and real estate tax rates, competition in the real estate market, the availability of suitable buyers, the perceived quality, consistency and dependability of income flows from tenancies and a number of other local, regional and national factors. In addition, environmental contamination, potential major repairs which are not presently contemplated, increased operating costs or other unknown liabilities, including in connection with non-compliance with applicable laws, if any, at the Company’s properties may adversely impact the sales price of those assets. As a result, the actual prices at which we are able to sell our properties may be less than the amounts we have assumed for purposes of stating the estimated range of liquidating distributions, which would result in the amount of such distributions being lower than our original estimate and the timing of the sales of our properties may not occur within the expected time frame. The amount available for distributions may also be reduced if the expenses we incur in selling our properties are greater than anticipated. In calculating our estimated range of liquidating distributions, we assumed that we will be able to find buyers for all of our assets at amounts based on our estimated range of market values for each property. However, for a variety of reasons, some of which are outside of our control, we may have overestimated the sales prices that we will ultimately be able to obtain for these assets. For example, in order to find buyers in a timely manner, we may be required to lower our asking price below the low end of our current estimate of the property’s market value. If we are not able to find buyers for these assets in a timely manner or if we have overestimated the sales prices we will receive, our liquidating distributions to our stockholders would be delayed or reduced. Furthermore, the estimated range of liquidating distributions to be made pursuant to the Plan of Liquidation of $8.83 to $9.83 per share of the Company’s common stock, estimated by the Board as of April 23, 2018 is based upon: (i) the Board’s estimate of the range of proceeds to be received by the Company from the sale of the Company’s properties pursuant to the Plan of Liquidation and from the sale of the German Logistics Properties, the Poland Logistics Portfolio and FM Logistic, (ii) the amount of indebtedness owed on each property, including any estimated penalties that we expect to incur at the time of the disposition of such properties for early payment thereof and other indebtedness of the Company, (iii) the amount of cash on hand, including net proceeds from sales of the Company’s properties completed prior to the our board of directors’ approval of the Plan of Liquidation, (iv) estimated cash flows to be generated by the continued operations of the Company during the liquidation process, and (v) the estimated expenses to be incurred in connection with the sale of each property and the winding down and dissolution of the Company.

If any of the parties to our sale agreements breach such agreements or default thereunder, or if the sales do not otherwise close, our liquidating distributions may be delayed or reduced.

We will seek to enter into binding sale agreements for our properties. The consummation of the potential sales will be subject to satisfaction of closing conditions. If any of the transactions contemplated by these sale agreements do not close because of a buyer breach or default, failure of a closing condition or for any other reason, we will need to locate a new buyer for the assets which we may be unable to do promptly or at prices or on terms that are as favorable as the original sale agreement. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for the assets. These additional costs may exceed amounts included in our projections. In the event that we incur these additional costs, our liquidating payments to our stockholders could be delayed or reduced.


39


We cannot determine at this time when or whether we will ultimately pay total liquidating distributions to our stockholders within the estimated range of liquidating distributions estimated by our board of directors because there are many factors, some of which are outside of our control, which could affect our ability to make such liquidating distributions.

Although we have provided an estimated range of liquidating distributions and have commenced paying liquidating distributions to our stockholders, we cannot determine at this time when, or potentially whether, we will be able to make total liquidating distributions to our stockholders in an amount that is within the range of liquidating distributions estimated by our board of directors on April 23, 2018. These distributions will depend on a variety of factors, including, but not limited to, the length of time it takes to implement the Plan of Liquidation, which we estimate could take two years or more, the price and timing of transactions entered into in the future, the cost of operating the Company through the date of our final dissolution, general business and economic conditions, and other matters. In addition, before making the final liquidating distribution, we will need to pay or arrange for the payment of all of our transaction costs in the liquidation, all other costs and all valid claims of our creditors. Our board of directors may also decide to acquire one or more insurance policies covering unknown or contingent claims against us, for which we would pay a premium which has not yet been determined. The Board may also decide to provide for any unknown and outstanding liabilities and expenses, which may include the establishment of a reserve fund or transferring assets to a liquidating trust to pay contingent liabilities and ongoing expenses in an amount to be determined as information concerning such contingencies and expenses becomes available. The amount of transaction costs in the liquidation is not yet final, including prepayment penalties with respect to indebtedness on the properties, so we have used estimates of these costs in calculating the amounts of our projected liquidating distributions. To the extent that we have underestimated these costs in calculating our projections, our actual liquidating distributions may be lower than our estimated range. In addition, if the claims of our creditors are greater than what we have anticipated or if we decide to acquire one or more insurance policies covering unknown or contingent claims against us, our liquidating distributions may be delayed or reduced. Further, if a reserve fund is established or assets are transferred to a liquidating trust to pay contingent liabilities, payment of liquidating distributions to our stockholders may be delayed or reduced.

The sales of our assets pursuant to the Plan of Liquidation will not be subject to further stockholder approval.

Following the approval of the Plan of Liquidation by our stockholders in July 2018, our board of directors has the authority to sell any and all of the Company’s assets on such terms and to such parties, including affiliated parties (subject to the terms of our charter), as our board of directors determines appropriate, even if such terms are less favorable than those assumed for the purpose of estimating our range of liquidating distributions. Notably, our stockholders will have no subsequent opportunity to vote on such matters and will, therefore, have no right to approve or disapprove the terms of such sales.

Even if you receive total liquidating distributions within the estimated range of $8.83 to $9.83 per share of the Company’s common stock, there can be no assurance regarding the total return you will realize.

Although we have provided an estimated range of total liquidating distributions of $8.83 to $9.83 per share of the Company’s common stock, there can be no assurances regarding the amounts of any liquidating distributions or the timing thereof. Your total return will depend on the amount you paid for your shares and the date on which you purchased such shares. Stockholders should consult their financial advisors for more information about their potential total return.

Our board of directors may amend or terminate the Plan of Liquidation, if it determines that doing so is in the best interest of the Company and our stockholders.

At any time prior to the filing of Articles of Dissolution, our board of directors may amend or terminate the Plan of Liquidation without further stockholder approval if it determines that doing so would be in the best interest of the Company and our stockholders. Thus, we have the ability to determine to conduct the liquidation differently than previously described or we may determine not to complete the liquidation.

If there are any lawsuits in connection with the Plan of Liquidation, it may be costly and may prevent the Plan of Liquidation from being completed or from being completed within the expected timeframe.

Our stockholders may file lawsuits challenging the Plan of Liquidation which may name the Company or our board of directors as defendants. As of the date of this report, no such lawsuits challenging the Plan of Liquidation were pending, or to our knowledge, threatened. However, if such a lawsuit is filed, we cannot assure you as to the outcome of any such lawsuits, including the amount of costs associated with defending any such claims or any other liabilities that may be incurred in connection with such claims. If any plaintiffs are successful in obtaining an injunction prohibiting us from completing the Plan of Liquidation, such an injunction may delay the Plan of Liquidation or prevent it from being completed. Whether or not any plaintiff’s claim is successful, this type of litigation often results in significant costs and diverts management’s attention and resources, which could adversely affect the operation of our business and reduce the funds available for liquidating distributions to our stockholders.

We may fail to continue to qualify as a REIT, which would reduce the amount of any potential distributions.

40



The estimated range of liquidating distributions determined by our board of directors assumes that the Company will continue to qualify as a REIT under the Tax Code during the entire liquidation process and, therefore, no provision has been made for federal income taxes. So long as we qualify as a REIT and distribute all of our taxable income each year, we generally will not be subject to federal income tax. While our board of directors does not presently intend to terminate our REIT status prior to the final liquidating distribution of our assets and our dissolution, pursuant to the Plan of Liquidation, our board of directors may take actions that would result in such a loss of REIT status. To qualify as a REIT, we must satisfy various ongoing requirements relating to the nature of our gross assets and income, the timing and amount of distributions and the composition of our stockholders. There can be no assurance that the Company will be able to maintain its REIT qualification. We may encounter difficulties satisfying these requirements as part of the liquidation process. If we lose our REIT status, we would be taxable as a corporation for federal income tax purposes and would be liable for federal income taxes, including any applicable alternative minimum tax, at the corporate rate with respect to our entire income from operations and from liquidating sales of our assets for the taxable year in which our qualification as a REIT terminates and in any subsequent years, and we would not be entitled to a tax deduction for distributions that we make. We would also be subject to increased state and local taxes. As a result of these consequences, our failure to qualify as a REIT could substantially reduce the funds available for distribution to our stockholders.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
During the three months ended September 30, 2018, we did not sell or issue any equity securities that were not registered under the Securities Act of 1933, as amended.

The following table lists shares we redeemed under our share redemption program during the period covered by this report.

Period
 
Total Number of Shares Redeemed
 
Average Price Paid per Share
 
Total Number of Shares Redeemed as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet be Redeemed Under the Plans or Programs (1)
July 1, 2018 to July 31, 2018
 
1,083,013

 
$
9.04

 
1,083,013

 

August 1, 2018 to August 31, 2018
 
855,604

 
$
9.02

 
855,604

 

September 1, 2018 to September 30, 2018
 
1,240,012

 
$
9.06

 
1,240,012

 

Total
 
3,178,629

 
$
9.04

 
3,178,629

 
 

(1)
This amount represents the number of shares available for redemption on September 30, 2018. Our share redemption program was first announced at the commencement of our initial public offering in February 2009. Our share redemption program does not have a fixed expiration date, but it is subject to significant restrictions and limitations and our board of directors may terminate, suspend or amend the program without stockholder approval. We may redeem shares on a monthly basis if the shares were held for at least one year and meet certain other conditions. Any such redemptions will be limited to the amount required to redeem 5% of the shares outstanding as of the same date in the prior calendar year. In addition, prior to August 20, 2018, unless our board of directors determined otherwise, redemptions were further limited to the amount of proceeds received from our distribution reinvestment plan in the month prior to the month in which the redemption request was received. Effective as of August 20, 2018, and in connection with the suspension of our distribution reinvestment plan, our share redemption program was amended to eliminate the distribution reinvestment plan proceeds limitation. Per the terms of our share redemption program, we may waive the one-year holding requirement and limitations described above for share redemption requests made in connection with the death or disability of a stockholder.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.


41


Item 6.   Exhibits

 
Exhibit
No.
 
Description
2.1

 
3.1

 
3.2

 
3.3

 
3.4

 
4.1

 
10.1

*
10.2

*
31.1

*
31.2

*
32.1

*
99.1

 
101

*
The following materials from Hines Global REIT, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 14, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
 
 
 
*

 
Filed herewith

42


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
HINES GLOBAL REIT, INC.
 
 
 
 
 
November 14, 2018
 
By: 
/s/ Sherri W. Schugart
 
 
 
 
 
Sherri W. Schugart
 
 
 
 
President and Chief Executive Officer 
 
 
 
 
 
 
November 14, 2018
 
By:  
/s/ Ryan T. Sims 
 
 
 
 
 
Ryan T. Sims 
 
 
 
 
Chief Financial Officer and Secretary
 


43