Attached files

file filename
EX-32.1 - EXHIBIT 32.1 - HINES GLOBAL INCOME TRUST, INC.hgrii06302016exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - HINES GLOBAL INCOME TRUST, INC.hgrii06302016exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - HINES GLOBAL INCOME TRUST, INC.hgrii06302016exhibit311.htm
EX-10.6 - EXHIBIT 10.6 - HINES GLOBAL INCOME TRUST, INC.hgrii06302016exhibit106.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number: 000-55599
 

Hines Global REIT II, Inc.
(Exact name of registrant as specified in its charter)
Maryland
80-0947092
(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 ý   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý   No o

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

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ý
(Do not check if a smaller reporting company)

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


As of August 9, 2016, approximately 14.5 million shares of the registrant’s Class A common stock and 4.8 million shares of the registrant’s Class T 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 II, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
June 30, 2016
 
December 31, 2015
ASSETS
 
 
 
Investment property, net
$
128,516,836

 
$
72,426,072

Cash and cash equivalents
51,484,196

 
17,224,448

Restricted cash
1,620,123

 
1,565,083

Derivative instruments
2,200

 
6,344

Tenant and other receivables
1,964,471

 
3,890,367

Intangible lease assets, net
51,967,404

 
52,152,477

Deferred leasing costs, net
58,684

 
60,787

Deferred financing costs, net
8,324

 
17,342

Other assets
5,907,817

 
1,713,329

Total assets
$
241,530,055

 
$
149,056,249

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
1,254,497

 
$
920,657

Due to affiliates
7,433,192

 
3,186,210

Intangible lease liabilities, net
2,303,242

 
2,470,106

Other liabilities
2,260,208

 
1,866,926

Distributions payable
796,680

 
479,917

Notes payable, net
94,890,587

 
59,693,212

Total liabilities
$
108,938,406

 
$
68,617,028

 
 
 
 
Commitments and contingencies (Note 10)

 

 
 
 
 
Equity:
 
 
 
Stockholders’ equity:
 
 
 
Preferred shares, $0.001 par value per share; 500,000,000 preferred shares authorized, none issued or outstanding as of June 30, 2016 and December 31, 2015

 

Class A common stock, $0.001 par value per share; 600,000,000 authorized; 13,962,691 and 10,274,377 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
13,963

 
10,275

Class T common stock, $0.001 par value per share; 900,000,000 authorized; 3,831,828 and 787,405 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
3,832

 
787

Additional paid-in capital
149,198,840

 
91,576,720

Accumulated distributions in excess of earnings
(15,948,125
)
 
(9,756,797
)
Accumulated other comprehensive income (loss)
(676,861
)
 
(1,391,764
)
Total stockholders’ equity
132,591,649

 
80,439,221

Noncontrolling interests

 

Total equity
132,591,649

 
80,439,221

Total liabilities and equity
$
241,530,055

 
$
149,056,249


See notes to the condensed consolidated financial statements.


1


HINES GLOBAL REIT II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three and Six Months Ended June 30, 2016 and 2015
(UNAUDITED)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Rental revenue
$
3,712,343

 
$
2,654,563

 
$
7,039,432

 
$
3,888,368

Other revenue
152,715

 
40,827

 
244,341

 
52,349

Total revenues
3,865,058

 
2,695,390

 
7,283,773

 
3,940,717

Expenses:
 

 
 

 
 
 
 
Property operating expenses
758,212

 
542,171

 
1,320,503

 
807,621

Real property taxes
148,563

 
74,480

 
274,265

 
148,961

Property management fees
66,861

 
36,481

 
120,949

 
55,921

Depreciation and amortization
2,360,226

 
1,211,059

 
4,310,794

 
1,837,837

Acquisition related expenses
357,087

 
105,527

 
439,944

 
2,667,536

Asset management and acquisition fees

 
251,841

 
1,336,257

 
2,579,556

General and administrative expenses
465,471

 
332,237

 
973,224

 
741,693

Total expenses
4,156,420

 
2,553,796

 
8,775,936

 
8,839,125

Income (loss) before other income (expenses)
(291,362
)
 
141,594

 
(1,492,163
)
 
(4,898,408
)
Other income (expenses):
 
 
 
 
 
 
 
Gain (loss) on derivative instruments
(1,320
)
 
12,170

 
(4,261
)
 
(14,511
)
Foreign currency gains (losses)
(89,450
)
 

 
49,026

 
(234
)
Interest expense
(428,497
)
 
(445,031
)
 
(785,675
)
 
(746,568
)
Interest income
30,240

 
157

 
40,819

 
2,048

Net income (loss)
(780,389
)
 
(291,110
)
 
(2,192,254
)
 
(5,657,673
)
Net (income) loss attributable to noncontrolling interests
(3,051
)
 
(3,026
)
 
(6,078
)
 
(6,020
)
Net income (loss) attributable to common stockholders
$
(783,440
)
 
$
(294,136
)
 
$
(2,198,332
)
 
$
(5,663,693
)
Basic and diluted income (loss) per common share
$
(0.05
)

$
(0.07
)

$
(0.15
)

$
(2.18
)
Weighted average number of common shares outstanding
16,014,138

 
4,051,587

 
14,276,944

 
2,592,589

Cash distributions declared per Class A share
$
0.14

 
$
0.14

 
$
0.29

 
$
0.29

Cash distributions declared per Class T share
$
0.12

 
$

 
$
0.24

 
$

 
 
 
 
 
 
 
 
Comprehensive income (loss):
 
 
 
 
 
 
 
Net income (loss)
$
(780,389
)
 
$
(291,110
)
 
$
(2,192,254
)
 
$
(5,657,673
)
Other comprehensive income (loss):


 


 


 


Foreign currency translation adjustment
(912,211
)
 
918,487

 
714,903

 
(679,147
)
Comprehensive income (loss)
$
(1,692,600
)
 
$
627,377

 
$
(1,477,351
)
 
$
(6,336,820
)
Comprehensive (income) loss attributable to noncontrolling interests
(3,051
)
 

 
(6,078
)
 

Comprehensive income (loss) attributable to common stockholders
$
(1,695,651
)
 
$
627,377

 
$
(1,483,429
)
 
$
(6,336,820
)

See notes to the condensed consolidated financial statements.

2


HINES GLOBAL REIT II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Six Months Ended June 30, 2016 and 2015
(UNAUDITED)
Hines Global REIT II, Inc. Stockholders
 
Common Shares
 
Additional Paid-in Capital
 
Accumulated Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders’ Equity (Deficit)
 
Noncontrolling Interests
 
Class A
 
Class T
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance as of
January 1, 2016
10,274,377

 
$
10,275

 
787,405

 
$
787

 
$
91,576,720

 
$
(9,756,797
)
 
$
(1,391,764
)
 
$
80,439,221

 
$

Issuance of common shares
3,712,446

 
3,712

 
3,044,423

 
3,045

 
65,790,960

 

 

 
65,797,717

 

Distributions declared

 

 

 

 

 
(3,992,996
)
 

 
(3,992,996
)
 
(6,078
)
Redemption of common shares
(24,132
)
 
(24
)
 

 

 
(233,740
)
 

 

 
(233,764
)
 

Selling commissions, dealer manager fees and distribution and stockholder servicing fees

 

 

 

 
(6,459,670
)
 

 

 
(6,459,670
)
 

Issuer costs

 

 

 

 
(1,475,430
)
 

 

 
(1,475,430
)
 

Net income (loss)

 

 

 

 

 
(2,198,332
)
 

 
(2,198,332
)
 
6,078

Foreign currency translation adjustment

 

 

 

 

 

 
714,903

 
714,903

 

Balance as of
June 30, 2016
13,962,691

 
$
13,963

 
3,831,828

 
$
3,832

 
$
149,198,840

 
$
(15,948,125
)
 
$
(676,861
)
 
$
132,591,649

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hines Global REIT II, Inc. Stockholders
 
Common Shares
 
Additional Paid-in Capital
 
Accumulated Distributions in Excess of Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Stockholders’ Equity (Deficit)
 
Noncontrolling Interests
 
Class A
 
Class T
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance as of
January 1, 2015
420,541

 
$
421

 

 
$

 
$
42,218

 
$
(1,182,941
)
 
$

 
$
(1,140,302
)
 
$

Issuance of common shares
4,898,666

 
4,898

 

 

 
48,833,704

 

 

 
48,838,602

 

Distributions declared

 

 

 

 

 
(717,057
)
 

 
(717,057
)
 
(6,020
)
Selling commissions and dealer manager fees

 

 

 

 
(4,765,876
)
 

 

 
(4,765,876
)
 

Issuer costs

 

 

 

 
(2,213,213
)
 

 

 
(2,213,213
)
 

Net income (loss)

 

 

 

 

 
(5,663,693
)
 

 
(5,663,693
)
 
6,020

Foreign currency translation adjustment

 

 

 

 

 

 
(679,147
)
 
(679,147
)
 

Balance as of
June 30, 2015
5,319,207

 
$
5,319

 

 
$

 
$
41,896,833

 
$
(7,563,691
)
 
$
(679,147
)
 
$
33,659,314

 
$


See notes to the condensed consolidated financial statements.

3


HINES GLOBAL REIT II, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2016 and 2015
(UNAUDITED)
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income (loss)
$
(2,192,254
)
 
$
(5,657,673
)
Adjustments to reconcile net income (loss) to net cash from operating activities:
 
 
 
Depreciation and amortization
4,204,435

 
1,743,525

Foreign currency (gains) losses
(49,026
)
 
234

(Gain) loss on derivative instruments
4,261

 
14,511

Changes in assets and liabilities:
 
 
 
Change in other assets
134,065

 
28,118

Change in tenant and other receivables
(143,247
)
 
(2,036,576
)
Change in accounts payable and accrued expenses
296,249

 
896,744

Change in other liabilities
1,025

 
1,346,621

Change in due to affiliates
41,625

 
(254,916
)
Net cash from operating activities
2,297,133

 
(3,919,412
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Investments in acquired properties and lease intangibles
(56,518,873
)
 
(102,689,457
)
Capital expenditures at operating property
(53,247
)
 

Deposits on investment property
(5,780,000
)
 

Change in restricted cash
(24,235
)
 
(87,984
)
Net cash from investing activities
(62,376,355
)
 
(102,777,441
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from issuance of common stock
66,022,622

 
48,421,015

Redemption of common shares
(233,764
)
 

Payment of issuer costs
(2,837,067
)
 
(2,580,038
)
Reimbursement of issuer costs
4,049,963

 

Payment of selling commissions, dealer manager fees and distribution and stockholder servicing fees
(4,944,350
)
 
(4,766,817
)
Distributions paid to stockholders and noncontrolling interests
(1,826,202
)
 
(279,449
)
Proceeds from notes payable
34,300,000

 
61,768,800

Proceeds from related party note payable
3,000,000

 
50,300,000

Payments on related party note payable
(3,000,000
)
 
(43,782,286
)
Change in security deposit liability
19,683

 
(247
)
Deferred financing costs paid
(252,864
)
 
(625,876
)
Payments related to interest rate contracts

 
(47,876
)
Net cash from financing activities
94,298,021

 
108,407,226

Effect of exchange rate changes on cash
40,949

 
(81,886
)
Net change in cash and cash equivalents
34,259,748

 
1,628,487

Cash and cash equivalents, beginning of period
17,224,448

 
2,726,742

Cash and cash equivalents, end of period
$
51,484,196

 
$
4,355,229

 
 
 
 
Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid for interest
$
647,571

 
$
445,077

 
 
 
 
Supplemental Schedule of Non-Cash Investing and Financing Activities
 
 
 
Distributions declared and unpaid
$
796,680

 
$
231,649

Distributions reinvested
$
1,856,109

 
$
230,350

Offering proceeds due from transfer agent
$
868,560

 
$
249,438

Non-cash net liabilities acquired
$
100,238

 
$
470,144

Offering costs payable to the Advisor
$
1,339,612

 
$
1,848,513

Distribution and stockholder servicing fees payable to the Dealer Manager
$
1,825,776

 
$

Equipment acquired under capital lease
$
214,748

 
$


See notes to the condensed consolidated financial statements.

4


HINES GLOBAL REIT II, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2016 and 2015

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”). In the opinion of management, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) the financial position of Hines Global REIT II, Inc. as of June 30, 2016 and December 31, 2015, the results of operations for the three and six months ended June 30, 2016 and 2015 and cash flows for the six months ended June 30, 2016 and 2015 have been included.  The results of operations for such interim periods are not necessarily indicative of the results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with 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, 2015 included in Hines Global REIT II, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

Hines Global REIT II, Inc. (the “Company”), was formed as a Maryland corporation on July 31, 2013 for the purpose of engaging in the business of investing in and owning commercial real estate properties and other real estate investments. The Company intends to conduct substantially all of its operations through Hines Global REIT II Properties, LP (the “Operating Partnership”). Beginning with its taxable year ended December 31, 2015, the Company has operated and intends to continue to operate 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 II 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 (defined below).

On August 20, 2014, the Company commenced an offering of up to $2.5 billion of its common stock (the “Offering”) in any combination of Class A shares (“Class A Shares”) and Class T shares (“Class T Shares”) of the Company’s common stock. The Company engaged Hines Securities, Inc. (the “Dealer Manager”), an affiliate of the Advisor, to serve as the dealer manager for the Offering and market its shares. As of August 9, 2016, the Company had received gross offering proceeds of $190.3 million from the sale of 19.4 million shares.

The Company intends to invest the net proceeds from the Offering in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. As of June 30, 2016, the Company owned direct investments in three properties. These properties consist of 2819 Loker Avenue East, an industrial building located in Carlsbad, California, Bishop’s Square, a Class A office building located in Dublin, Ireland, and the Domain Apartments, a multi-family community, located near Las Vegas in Henderson, Nevada. See Note 11 — Subsequent Events for additional information regarding the Company’s acquisition of Cottonwood Corporate Center in July 2016.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements of the Company included in this Quarterly Report on Form 10-Q include the accounts of Hines Global REIT II, Inc. and the Operating Partnership (over which the Company exercises financial and operating control). All intercompany balances and transactions have been eliminated in consolidation. As a result of the adoption of ASU 2015-02, the Company has determined that the Operating Partnership is considered a variable interest entity (“VIE”). However, the Company meets the disclosure exemption criteria, as the Company is the primary beneficiary of the VIE and the Company’s partnership interest is considered a majority voting interest. Additionally, the Company has retroactively changed, for the six months ended June 30, 2015, its classification of distributions in its consolidated balance sheet and statement of equity by reflecting such distributions as charges against “accumulated distributions in excess of earnings” to be consistent with the 2016 presentation. This presentation change had no impact on the balances in total equity in any of the periods presented.

5



Tenant and Other Receivables

As of June 30, 2016 and December 31, 2015, in addition to the straight-line rent receivable discussed below, tenant and other receivables also consisted of a receivable from the Company’s transfer agent related to offering proceeds not yet received of $868,560 and $2.9 million, respectively.

Deferred Financing Costs

Deferred financing costs consist of direct costs incurred in obtaining debt financing. These costs are presented as a direct reduction from the related debt liability for permanent mortgages and presented as an asset for revolving credit arrangements. In total, deferred financing costs had a carrying value of $711,817 and $525,250 as of June 30, 2016 and December 31, 2015, respectively. These costs are amortized into interest expense on a straight-line basis, which approximates the effective interest method, over the terms of the obligations. For the three months ended June 30, 2016 and 2015, the Company had $40,361 and $26,798, respectively, of deferred financing costs amortized into interest expense in the accompanying condensed consolidated statement of operations. For the six months ended June 30, 2016 and 2015, the Company had $75,731 and $36,916, respectively, of deferred financing costs amortized into interest expense in the accompanying condensed consolidated statement of operations.

Other Assets

Other assets included the following:
 
 
June 30, 2016
 
December 31, 2015
Deposits on investment property (1)(2)
 
$
5,780,000

 
$
1,500,000

Prepaid insurance
 
96,988

 
202,859

Other
 
30,829

 
10,470

Other assets
 
$
5,907,817

 
$
1,713,329


(1)
As of June 30, 2016, this amount consisted of $4.8 million in earnest money deposits in connection with the acquisition of Cottonwood Corporate Center, which the Company acquired in July 2016, and a $1.0 million earnest money deposit in connection with the potential acquisition of Goodyear Crossing II. See Note 11 — Subsequent Events for additional information regarding Cottonwood Corporate Center and Note 3 — Investment Property for additional information regarding Goodyear Crossing II.
(2)
As of December 31, 2015, this amount consisted of a deposit that had been paid related to the acquisition of the Domain Apartments, which was completed in January 2016.

Revenue Recognition

The Company recognizes rental revenue on a straight-line basis over the life of the lease including rent holidays, if any. Straight-line rent receivables were $968,930 and $627,875 as of June 30, 2016 and December 31, 2015, respectively. Straight-line rent receivables consist 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 condensed 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.

Issuer Costs

Subject to the limitations described below, the Company reimburses the Advisor and its affiliates for any issuer costs related to the Offering that it pays on the Company’s behalf.  Such costs consist of, among other costs, expenses of the Company’s organization, actual legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, data processing fees, advertising and sales literature and other offering-related costs. Organizational issuer costs, such as expenses associated with the formation of the Company and its board of directors, are expensed as incurred, and offering-related issuer costs are recorded as an offset to additional paid-in capital. From inception to June 30, 2016, issuer costs incurred by the Advisor on the Company’s behalf totaled $9.4 million, of which $45,914 related to organizational issuer costs.

6



The Advisory Agreement was amended, effective February 29, 2016, to reflect that the Company will not reimburse the Advisor for the cumulative issuer costs incurred in connection with the Company’s organization and public offerings, in excess of 2.5% of gross offering proceeds from the Company’s public offerings. On April 14, 2016, the Advisor reimbursed the Company for $4.0 million in issuer costs that the Company had previously reimbursed to the Advisor in excess of this new 2.5% cap. Despite the new 2.5% cap, the Company expects cumulative issuer costs to be less than 2.5% of gross offering proceeds at the conclusion of its public offerings. As the Company raises additional offering proceeds, the Company expects to reimburse the Advisor for the $4.0 million that the Advisor repaid to the Company in April 2016. As a result, the Company has recorded a liability equal to all unreimbursed issuer costs that have been incurred to date to reflect its expectation that all of these amounts will be reimbursed to the Advisor.

Distribution and Stockholder Servicing Fee

Per the terms of the Company’s Third Amended and Restated Dealer Manager Agreement, the Company will pay a distribution and stockholder servicing fee of 1.0% per annum of the gross offering price per share (or, if the Company is no longer offering primary shares, the then-current estimated net asset value per share, if any has been disclosed) for Class T Shares sold in the Offering. The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the Offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the Offering is equal to 10.0% of the gross proceeds of the Offering from the sale of both Class A Shares and Class T Shares; (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account; and (v) on any Class T Share that is redeemed or repurchased. Although the Company cannot predict the length of time over which this fee will be paid due to potential changes in the offering price or estimated net asset value of the Company’s Class T Shares, this fee would be paid over approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated net asset value, as applicable.

The Company records distribution and stockholder servicing fees as a reduction to additional paid-in capital and the related liability in an amount equal to the maximum fees payable in relation to the Class T Shares on the date the shares are issued.  The liability will be relieved over time, as the fees are paid to the Dealer Manager, or it will be adjusted if the fees are no longer payable pursuant to the conditions described above. As of June 30, 2016, the Company has recorded a $1.8 million liability related to these fees, which is included in due to affiliates on the condensed consolidated financial statements. See Note 7 — Related Party Transactions for additional information regarding this fee.

Recent Accounting Pronouncements

In September 2015, the FASB issued new guidance that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and early adoption is permitted. The adoption of this guidance did not have a material impact on the Company’s financial statements.


7


3. INVESTMENT PROPERTY

Investment property consisted of the following amounts as of June 30, 2016 and December 31, 2015:

 
June 30, 2016
 
December 31, 2015
Buildings and improvements (1)
$
118,717,488

 
$
66,683,711

Less: accumulated depreciation
(3,090,652
)
 
(1,457,639
)
Buildings and improvements, net
115,626,836

 
65,226,072

Land
12,890,000

 
7,200,000

Investment property, net
$
128,516,836

 
$
72,426,072


(1)
Included in buildings and improvements is approximately $183,685 and $175,747 of construction-in-progress related to a planned expansion at Bishop's Square as of June 30, 2016 and December 31, 2015, respectively.

In January 2016, the Company acquired the Domain Apartments, a multi-family community located near Las Vegas in Henderson, Nevada. The net purchase price was $58.1 million, exclusive of transaction costs and working capital reserves. The Domain Apartments community was constructed in January 2014, and consists of 308 units that were 98% leased as of June 30, 2016. See Note 4 — Recent Acquisitions of Real Estate for additional information on the Domain Apartments.

In June 2016, the Company entered into a contract to acquire Goodyear Crossing II, a Class-A industrial warehouse located in Goodyear, Arizona, a submarket of Phoenix, Arizona. The contract purchase price is $56.2 million, exclusive of transaction costs and working capital reserves. Goodyear Crossing II was constructed during the period between 2008 and 2009 and consists of 820,384 square feet of net rentable area that is 100% leased to Amazon.com. The Company funded a $1.0 million earnest money deposit on June 27, 2016, which may not be refunded if the Company does not close on this acquisition. The Company expects the closing of this acquisition to occur in August 2016, subject to a number of closing conditions.

See Note 11 — Subsequent Events for additional information regarding the acquisition of Cottonwood Corporate Center in July 2016.

As of June 30, 2016, the cost basis and accumulated amortization related to lease intangibles are as follows:

 
Lease Intangibles
 
In-Place Leases
 
Out-of-Market
Lease Assets
 
Out-of-Market
Lease Liabilities
 
 
 
Cost
$
57,004,025

 
$
421,952

 
$
(2,866,118
)
Less: accumulated amortization
(5,384,174
)
 
(74,399
)
 
562,876

Net
$
51,619,851

 
$
347,553

 
$
(2,303,242
)

As of December 31, 2015, the cost basis and accumulated amortization related to lease intangibles were as follows:

 
Lease Intangibles
 
In-Place Leases
 
Out-of-Market
Lease Assets
 
Out-of-Market
Lease Liabilities
 
 
 
Cost
$
54,447,775

 
$
414,428

 
$
(2,815,011
)
Less: accumulated amortization
(2,664,151
)
 
(45,575
)
 
344,905

Net
$
51,783,624

 
$
368,853

 
$
(2,470,106
)

Amortization expense of in-place leases was $1.5 million and $792,768 for the three months ended June 30, 2016 and 2015, respectively. Net amortization of out-of-market leases resulted in an increase to rental revenue of $93,412 and $96,260 for the three months ended June 30, 2016 and 2015, respectively.


8


Amortization expense of in-place leases was $2.7 million and $1.2 million for the six months ended June 30, 2016 and 2015, respectively. Net amortization of out-of-market leases resulted in an increase to rental revenue of $184,648 and $129,578 for the six months ended June 30, 2016 and 2015, respectively.

Anticipated amortization of the Company’s in-place leases and out-of-market leases, net for the period from July 1, 2016 through December 31, 2016 and for each of the years ending December 31, 2017 through December 31, 2020 are as follows:

 
In-Place Lease
 
Out-of-Market
Leases, Net
July 1, 2016 through December 31, 2016
$
1,494,934

 
$
(162,163
)
2017
2,759,497

 
(267,210
)
2018
2,364,467

 
(168,931
)
2019
2,005,504

 
(168,931
)
2020
1,503,616

 
(168,931
)

Leases

The Company has entered into non-cancelable lease agreements with tenants for space.  As of June 30, 2016, the approximate fixed future minimum rentals for the period from July 1, 2016 through December 31, 2016, for each of the years ending December 31, 2017 through 2020 and thereafter are as follows:

 
Fixed Future Minimum Rentals
July 1, 2016 through December 31, 2016
$
4,102,374

2017
8,470,398

2018
8,171,209

2019
7,438,462

2020
6,293,417

Thereafter
38,411,004

Total
$
72,886,864


Of the Company’s total rental revenue for the six months ended June 30, 2016, approximately 34% was earned from the Commissioner of Public Works in Ireland, a state agency of Ireland, whose lease expires in 2028, 17% was earned from Acushnet, a tenant in the manufacturing industry, whose lease expires in 2019, and approximately 12% was earned from International Financial Data Services, an investor record-keeping and transfer agency provider, whose lease expires in 2024.


9


Capital Lease Obligations

In May 2016, the Company entered into a lease agreement for equipment at Bishop’s Square which is being treated as a capital lease that expires in May 2017. This leased asset with a value of approximately $220,000 has been recorded in buildings and improvements in the Company’s condensed consolidated balance sheet as of June 30, 2016. The following schedule provides the future minimum lease payments together with the present value of the net minimum lease payments under the Company’s capital lease obligation for the period from July 1, 2016 through December 31, 2016 and for the year ending December 31, 2017:
July 1, 2016 through December 31, 2016
$
61,295

2017
146,350

Total
$
207,645

Less: amount representing interest (1)
$
(1,797
)
Present value of net minimum lease payments (2)
$
205,848


(1)
Amount necessary to reduce net minimum lease payments to present value calculated at the incremental borrowing rate at lease inception.
(2)
Included in the condensed consolidated balance sheet under the caption, other liabilities, as of June 30, 2016.

4. RECENT ACQUISITIONS OF REAL ESTATE

The amounts recognized for major assets acquired as of the acquisition date were determined by allocating the purchase price of each property acquired in 2016 and 2015 as follows:
Property Name
 
Acquisition
Date
 
Building and
Improvements
 (1)
 
Land (1)
 
In-place
Lease
Intangibles
 (1)
 
Out-of-
Market Lease
Intangibles, Net
 (1)
 
Total (1)
2016
 
 
 
 
 
 
 
 
 
 
 
 
Domain Apartments
 
1/29/2016
 
$
50,789,500

 
$
5,690,000

 
$
1,640,000

 
$

 
$
58,119,500

 
 
 
 
 
 
 
 
 
 
 
 

2015
 
 
 
 
 
 
 
 
 
 
 

Bishop’s Square
 
3/3/2015
 
$
53,643,075

 
$

(2) 
$
51,994,603

 
$
(2,478,077
)
 
$
103,159,601


(1)
For Bishop’s Square, which was denominated in Euros, amounts have been translated at an exchange rate based on the rate in effect on the acquisition date.

(2)
The land at Bishop’s Square is subject to a 999-year ground lease with the local municipality in Ireland. Since the Company does not have title to the land, approximately $33.4 million has been recorded to in-place lease intangibles and will be amortized over the remaining term of the ground lease.

The purchase price allocation for the acquisition of the Domain Apartments is preliminary and subject to change until the Company finalizes the allocation, which will be no later than twelve months from the acquisition date.

The weighted average amortization period for the intangible assets and liabilities acquired in connection with the 2016 and 2015 acquisitions, as of the date of the respective acquisition, was as follows (in years):
 
 
In-Place Leases
 
Above-Market Lease Assets
 
Below-Market Lease Liabilities
2016 Acquisition:
 
 
 
 
 
 
Domain Apartments
 
0.6
 
 
 
 
 
 
 
 
 
2015 Acquisition:
 
 
 
 
 
 
Bishop’s Square (1)
 
10.7
 
7.5
 
8.3

(1)
Excludes the effect of the ground lease, which significantly increases the weighted average useful life for these intangibles.

10



The table below includes the amounts of revenue and net income (loss) of the acquisition completed during the six months ended June 30, 2016, which are included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2016:
 
 
 
 
For the Three Months Ended
 
For the Six Months Ended
2016 Acquisitions
 
 
 
June 30, 2016
 
June 30, 2016
Domain Apartments
 
Revenue
 
$
1,160,027

 
$
1,934,432

 
 
Net income (loss)
 
$
(658,281
)
 
$
(1,332,571
)

The following unaudited consolidated information is presented to give effect to the Company’s 2016 acquisition as if the acquisition had occurred on January 1, 2015. The pro forma net income (loss) was adjusted to exclude acquisition-related fees and expenses of $357,087 and $1.7 million for the three and six months ended June 30, 2016, respectively. For the six months ended June 30, 2015, the pro forma net loss was adjusted to include acquisition fees and expenses of $1.9 million, relating to the 2016 acquisition, as if these fees and expenses had been incurred as of January 1, 2015. There were $105,527 of acquisition fees and expenses excluded for the three months ended June 30, 2015.

The information below is not necessarily indicative of what the actual results of operations would have been had the Company completed this acquisition on January 1, 2015, nor does it purport to represent the Company’s future operations:
 
 
For the Three Months Ended
 
For the Six Months Ended
 
 
June 30,
 
June 30,
 
 
Pro Forma 2016
 
Pro Forma 2015
 
Pro Forma 2016
 
Pro Forma 2015
Revenues
 
$
3,865,058

 
$
3,838,463

 
$
7,635,488

 
$
6,226,864

Net income (loss) attributable to stockholders
 
$
(426,353
)
 
$
(965,534
)
 
$
(639,102
)
 
$
(8,752,056
)

The table below includes the amounts of revenue and net income (loss) of the acquisition completed during the six months ended June 30, 2015, which are included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2015:
 
 
 
 
For the Three Months Ended
 
For the Six Months Ended
2015 Acquisitions
 
 
 
June 30, 2015
 
June 30, 2015
Bishop’s Square
 
Revenue
 
$
2,094,817

 
$
2,744,411

 
 
Net income (loss)
 
$
307,973

 
$
(2,518,060
)

The following unaudited consolidated information is presented to give effect to the Company’s 2015 acquisition as if the acquisition had occurred on January 1, 2014. The pro forma net income (loss) was adjusted to exclude acquisition-related fees and expenses of $105,527 and $5.0 million for the three and six months ended June 30, 2015, respectively. For the three and six months ended June 30, 2014, the pro forma net income (loss) was adjusted to include acquisition fees and expenses of zero and $4.9 million, respectively, relating to the 2015 acquisition, as if these fees and expenses had been incurred as of January 1, 2014.

The information below is not necessarily indicative of what the actual results of operations would have been had the Company completed this acquisition on January 1, 2014, nor does it purport to represent the Company’s future operations:
 
 
For the Three Months Ended
 
For the Six Months Ended
 
 
June 30,
 
June 30,
 
 
Pro Forma 2015
 
Pro Forma 2014
 
Pro Forma 2015
 
Pro Forma 2014
Revenues
 
$
2,695,390

 
$
2,081,178

 
$
5,335,793

 
$
4,139,487

Net income (loss) attributable to stockholders
 
$
(185,583
)
 
$
195,076

 
$
(2,263,417
)
 
$
(4,541,049
)


11


5. DEBT FINANCING

As of June 30, 2016 and December 31, 2015, the Company had approximately $95.6 million and $60.2 million of debt outstanding with a weighted average interest rate of 1.57% and 1.30%, respectively. The following table provides additional information regarding the Company’s debt outstanding at June 30, 2016 and December 31, 2015:
Description
 
Origination or Assumption Date
 
Maturity Date
 
Maximum Capacity in Functional Currency
 
Interest Rate Description
 
Interest Rate as of June 30, 2016
 
Principal Outstanding at June 30, 2016
 
Principal Outstanding at December 31, 2015
Secured Mortgage Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bishop’s Square
 
3/3/2015
 
3/2/2022
 
55,200,000

 
Euribor + 1.30% (1)
 
1.30%
 
$
61,294,080

 
$
60,201,120

Domain Apartments
 
1/29/2016
 
1/29/2020
 
$
34,300,000

 
Libor + 1.60%
 
2.07%
 
34,300,000

 

Notes Payable
 
 
 
 
 
 
 
 
 
$
95,594,080

 
$
60,201,120

Affiliate Note Payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Facility with Hines
 
12/15/2014
 
12/15/2016
(2) 
$
75,000,000

 
Variable
 
 N/A
 

 

Total Note Payable to Affiliate
 
 
 
 
 
 
 
 
 
$

 
$

Total Principal Outstanding
 
 
 
 
 
 
 
 
 
$
95,594,080

 
$
60,201,120

Unamortized financing fees
 
 
 
 
 
 
 
 
 
(703,493
)
 
(507,908
)
Total
 
 
 
 
 
 
 
 
 
$
94,890,587

 
$
59,693,212


(1)
The Company entered into a 2.0% Euribor interest rate cap agreement at the loan origination date as an economic hedge against the variability of future interest rates on this borrowing.

(2)
Each advance under the credit facility with Hines (the “Hines Credit Facility”) must be repaid within six months, subject to one six-month extension at the option of the Company and subject to the satisfaction of certain conditions. Notwithstanding that each advance under the Hines Credit Facility matures six months after it is made, the Company is required to repay each advance under the Hines Credit Facility with proceeds from its public offering as such proceeds are raised, unless the Company, through the Operating Partnership, enters into a revolving credit facility (the “OP Facility”), at which point the Company may use such proceeds from its public offering to repay the OP Facility, if any, prior to repaying any advances under its credit facility with Hines. The Hines Credit Facility also permits voluntary prepayment of principal and accrued interest.

Domain Apartments Facility

In connection with the acquisition of the Domain Apartments, the Company entered into a loan agreement with Wells Fargo Bank, National Association for a principal sum of $34.3 million. Interest accrued on the loan is due and payable on the first business day of each month commencing in February 2016. The loan has a floating interest rate of Libor + 1.60%. Repayment of principal is due upon the maturity of the loan on January 29, 2020. The Company has the option to extend the term for an additional one-year period, subject to the satisfaction of certain conditions. The loan may be prepaid at any time on or after July 29, 2017, subject to certain conditions, including but not limited to, providing 30 days’ advance notice to Wells Fargo.

Hines Credit Facility

For the period from January 2016 through June 2016, the Company made draws of $3.0 million and payments of $3.0 million under the Hines Credit Facility. Additionally, from July 1, 2016 through August 12, 2016, the Company made draws and repayments of $8.0 million under the Hines Credit Facility, which resulted in the Company continuing to have no outstanding balance under the Hines Credit Facility as of August 12, 2016.

Financial Covenants

The Company’s loan documents for the debt described in the table above contain customary events of default, with corresponding grace periods, including payment defaults, bankruptcy-related defaults, and customary covenants, including limitations on liens and indebtedness and maintenance of certain financial ratios. The Company is not aware of any instances of noncompliance with financial covenants as of June 30, 2016.


12


Principal Payments on Debt

The Company is required to make the following principal payments on its outstanding notes payable for the period from July 1, 2016 through December 31, 2016, for each of the years ending December 31, 2017 through December 31, 2020 and for the period thereafter.

 
Payments Due by Year
 
July 1, 2016 through December 31, 2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
Principal payments
$

 
$

 
$

 
$

 
$
34,300,000

 
$
61,294,080


6. DISTRIBUTIONS

With the authorization of its board of directors, the Company declared distributions with respect to Class A Shares of the Company’s common stock for the period from October 1, 2014 through August 31, 2016. For the period from October 1, 2014 through April 30, 2016, distributions for Class A Shares were calculated based on stockholders of record each day in an amount equal to $0.001575342 per share, per day. The distribution rate per share, per day was increased effective May 1, 2016. As a result, with respect to the period from May 1, 2016 through August 31, 2016, distributions for Class A Shares were or will be calculated based on stockholders of record each day in an amount equal to $0.001594766 per share, per day. Also, with the authorization of the board of directors, the Company declared distributions with respect to Class T Shares of the Company’s common stock for the period from August 24, 2015 through August 31, 2016. For the period from August 24, 2015 through April 30, 2016, distributions for Class T Shares were calculated based on stockholders of record each day in an amount equal to $0.001575342 per share, per day less the distribution and stockholder servicing fees that were payable with respect to such Class T Shares (as calculated on a daily basis). The distribution rate per share, per day was increased effective May 1, 2016. As a result, with respect to the period from May 1, 2016 through August 31, 2016, distributions for Class T Shares were or will be calculated based on stockholders of record each day in an amount equal to $0.001594766 per share, per day less the distribution and stockholder servicing fees that are payable with respect to such Class T Shares (as calculated on a daily basis).

All distributions were or will be paid in cash or reinvested in shares of the Company’s common stock for those participating in the Company’s distribution reinvestment plan and have been or will be paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to the distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are being made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.

The following table outlines the Company’s total distributions declared to stockholders and noncontrolling interests (HALP II) for each of the quarters ended during 2016 and 2015, including the breakout between the distributions declared in cash and those reinvested pursuant to the Company’s distribution reinvestment plan.

 
 
Stockholders
 
Noncontrolling Interests
Distributions for the Three Months Ended
 
Cash Distributions
 
Distributions Reinvested
 
Total Declared
 
Total Declared
2016












June 30, 2016

$
1,106,860


$
1,128,377


$
2,235,237


$
3,052

March 31, 2016

871,004


886,755


1,757,759


3,026

Total

$
1,977,864


$
2,015,132


$
3,992,996


$
6,078

 
 
 
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
 
December 31, 2015
 
$
603,936

 
$
655,664

 
$
1,259,600

 
$
3,059

September 30, 2015
 
457,698

 
489,796

 
947,494

 
3,060

June 30, 2015
 
279,432

 
287,799

 
567,231

 
3,027

March 31, 2015
 
91,135

 
58,691

 
149,826

 
2,993

Total
 
$
1,432,201

 
$
1,491,950

 
$
2,924,151

 
$
12,139



13


7. RELATED PARTY TRANSACTIONS

The table below outlines fees and expense reimbursements incurred that are payable by the Company to Hines and its affiliates for the periods indicated below:

 
 
Incurred
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
Unpaid as of
Type and Recipient
 
2016
 
2015
 
2016
 
2015
 
June 30, 2016
 
December 31, 2015
Selling Commissions- Dealer Manager
 
$
1,427,053

 
$
1,938,836

 
$
2,761,308

 
$
3,319,480

 
$
57,508

 
$
276,686

Dealer Manager Fee- Dealer Manager
 
1,022,301

 
837,296

 
1,836,765

 
1,446,395

 
7,168

 
98,451

Distribution & Stockholder Servicing Fee- Dealer Manager
 
1,861,597

 

 
1,861,597

 

 
1,825,776

 
7,246

Issuer Costs- the Advisor (1)
 
874,348

 
883,010

 
1,475,430

 
1,848,513

 
5,389,575

 
2,701,249

Acquisition Fee- the Advisor and affiliates of Hines
 

 

 
1,307,689

 
2,327,715

 

 

Asset Management Fee- the Advisor and affiliates of Hines (2) 
 

 
251,841

 

 
251,841

 

 
(119,781
)
Other- the Advisor (3)
 
193,942

 
119,724

 
363,780

 
449,150

 
94,427

 
180,488

Interest Expense- Hines (4)
 

 
206,321

 
2,020

 
431,337

 

 

Property Management Fee- Hines
 
11,929

 
11,600

 
23,859

 
23,200

 

 

Expense Reimbursement- Hines (with respect to management and operations of the Company's properties)
 
86,100

 
85,812

 
170,982

 
120,308

 
58,738

 
41,871

Total
 
$
5,477,270

 
$
4,334,440

 
$
9,803,430

 
$
10,217,939

 
$
7,433,192

 
$
3,186,210


(1)
See Note 2 — Summary of Significant Accounting Policies – Issuer Costs for additional information on the amendment to the Company’s Advisory Agreement regarding the reimbursement of issuer costs to the Advisor.
(2)
The Advisor waived all of the $376,550 and $740,423 in asset management fees payable to it during the three and six months ended June 2016, respectively. The Advisor also waived $129,524 in asset management fees payable to it during the three months ended March 31, 2015. However, since MFFO exceeded distributions declared to the Company’s stockholders during the three months ended June 30, 2015, no asset management fees were waived by the Advisor for that period.
(3)
Includes amounts the Advisor paid on behalf of the Company such as general and administrative expenses and acquisition-related expenses.  These amounts are generally reimbursed to the Advisor during the month following the period in which they are incurred.
(4)
Includes amounts paid related to the Hines Credit Facility.

8.  FAIR VALUE MEASUREMENTS

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices observable for the asset or liability, such as interest rates and yield curves observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In instances in which the inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


14


As of June 30, 2016, the Company estimated that the fair value of its notes payable, excluding deferred financing costs, which had a book value of $94.9 million, was $95.3 million. As of December 31, 2015, the Company estimated that the book value of its note payable, excluding deferred financing costs, approximates its fair value since its variable interest rate approximated the then current lending rate for loans with similar maturities and credit quality. Management has utilized available market information such as interest rate and spread assumptions of notes payable with similar terms and remaining maturities, to estimate the amounts required to be disclosed. Although the Company has determined that 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, the Company has assessed the significance of the impact of the credit quality adjustments on the overall valuations of the fair market value of its notes payable and has determined they are not significant. Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, 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 inputs are utilized to estimate the fair value of the cash and cash equivalents and restricted cash and Level 2 inputs are utilized to estimate the fair value of the remaining financial instruments.

9. REPORTABLE SEGMENTS

As described previously, the Company intends to invest the net proceeds from the Offering in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally. The Company’s current business consists of owning, operating, acquiring, developing, investing in, and disposing of real estate assets. All of the Company’s consolidated revenues and property operating expenses as of June 30, 2016 are from the Company’s three consolidated real estate properties owned as of that date. As a result, the Company’s operating segments have been classified into one of three reportable segments: domestic multi-family investments, domestic other investments, and international office investments.

The tables below provide additional information related to each of the Company’s segments 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.

 
Three Months Ended June 30,

Six Months Ended June 30,
 
2016

2015

2016

2015
Total Revenue




 

 
Domestic multi-family investments
$
1,160,027

 
$


$
1,934,432

 
$

Domestic other investments
600,662

 
600,573

 
1,208,329

 
1,196,306

International office investments
2,104,369


2,094,817


4,141,012


2,744,411

Total Revenue
$
3,865,058


$
2,695,390


$
7,283,773


$
3,940,717


For the three and six months ended June 30, 2016 and 2015, the Company’s total revenue was attributable to the following countries:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Total Revenue
 
 
 
 
 
 
 
United States
46
%
 
22
%
 
43
%
 
30
%
Ireland
54
%
 
78
%
 
57
%
 
70
%


15


For the three and six months ended June 30, 2016 and 2015, the Company’s property revenues in excess of expenses by segment were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Property revenues in excess of expenses (1)
 
 
 
 
 
 
 
Domestic multi-family investments
$
697,622

 
$

 
$
1,226,415

 
$

Domestic other investments
460,033

 
449,628

 
908,390

 
849,746

International office investments
1,733,767

 
1,592,630

 
3,433,251

 
2,078,468

Property revenues in excess of expenses
$
2,891,422

 
$
2,042,258

 
$
5,568,056

 
$
2,928,214


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

As of June 30, 2016 and December 31, 2015, the Company’s total assets by segment were as follows:
 
June 30, 2016
 
December 31, 2015
Total Assets
 
 
 
Domestic multi-family investments
$
56,549,931

 
$

Domestic other investments
23,916,392

 
24,294,382

International office investments
105,590,438

 
105,076,935

Corporate-level accounts
55,473,294

 
19,684,932

Total Assets
$
241,530,055

 
$
149,056,249


As of June 30, 2016 and December 31, 2015, the Company’s total assets were attributable to the following countries:
 
June 30, 2016
 
December 31, 2015
Total Assets
 
 
 
United States
56
%
 
30
%
Ireland
44
%
 
70
%

For the three and six months ended June 30, 2016 and 2015 the Company’s reconciliation of the Company’s property revenues in excess of expenses to the Company’s net loss is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Reconciliation to net income (loss)
 
 
 
 
 
 
 
Total property revenues in excess of expenses
$
2,891,422

 
$
2,042,258

 
$
5,568,056

 
$
2,928,214

Depreciation and amortization
(2,360,226
)
 
(1,211,059
)
 
(4,310,794
)
 
(1,837,837
)
Acquisition related expenses
(357,087
)
 
(105,527
)
 
(439,944
)
 
(2,667,536
)
Asset management and acquisition fees

 
(251,841
)
 
(1,336,257
)
 
(2,579,556
)
General and administrative expenses
(465,471
)
 
(332,237
)
 
(973,224
)
 
(741,693
)
Gain (loss) on derivatives
(1,320
)
 
12,170

 
(4,261
)
 
(14,511
)
Foreign currency gains (losses)
(89,450
)
 

 
49,026

 
(234
)
Interest expense
(428,497
)
 
(445,031
)
 
(785,675
)
 
(746,568
)
Interest income
30,240

 
157

 
40,819

 
2,048

Net income (loss)
$
(780,389
)
 
$
(291,110
)
 
$
(2,192,254
)
 
$
(5,657,673
)


16


10. COMMITMENTS AND CONTINGENCIES

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.

11. SUBSEQUENT EVENTS

Cottonwood Corporate Center

In July 2016, the Company acquired Cottonwood Corporate Center, a four-building, Class-A office project located in Cottonwood, Utah, a submarket of Salt Lake City, Utah. The net purchase price was $139.2 million, exclusive of transaction costs and working capital reserves. Cottonwood Corporate Center was constructed during the period between in 1997 and 2000 and consists of 490,030 square feet of net rentable area that is 93% leased. The Company has not concluded its accounting for this recent acquisition, but it expects that the purchase price will primarily be allocated to building, land, in-place leases and out-of-market lease intangibles.

The Company entered into a loan agreement with Principal Life Insurance Company (“Principal Life”) for a principal sum of $78.0 million to fund the acquisition of Cottonwood Corporate Center. The loan is secured by a first priority lien on the Company’s interest in Cottonwood Corporate Center and assignments of all of its leases and rents and the personal property on the premises of Cottonwood Corporate Center. Principal and interest accrued on the loan are due and payable on the first day of each month commencing in September 2016. The note has a fixed interest rate per annum equal to 2.98% and matures on August 1, 2023. The loan may be prepaid at any time on or after April 1, 2023, subject to certain conditions, including but not limited to providing 30 days’ advance written notice to Principal Life and, in the event of prepayment of the loan prior to April 1, 2023, the payment of a prepayment penalty.

Amendment to the Dealer Manager Agreement, Update to Primary Share Offering Prices and Dividend Reinvestment Plan Prices

On July 25, 2016, the Company, the Dealer Manager and the Advisor entered into the Third Amended and Restated Dealer Manager Agreement, effective as of August 2, 2016 (the “Amended Dealer Manager Agreement”). Pursuant to the Amended Dealer Manager Agreement, the Advisor will pay a portion of the dealer manager fees payable to the dealer manager in an amount equal to 1.5% of the gross offering proceeds with respect to Class A Shares and Class T Shares sold in the primary Offering on and after August 2, 2016. The Advisor will not be reimbursed by the Company in any way for the payment of such dealer manager fees.

In conjunction with the entry into the Amended Dealer Manager Agreement, the Company’s board of directors determined new primary offering prices of $9.96 per Class A Share and $9.411 per Class T Share, effective as of August 2, 2016. These new primary offering prices reflect a reduction equal to the per share amount of dealer manager fees the Company’s Advisor has agreed to pay with respect to the Class A Shares and Class T Shares sold in the primary Offering on and after August 2, 2016.

In addition, effective August 5, 2016, the Company’s board of directors adopted the fourth amended and restated distribution reinvestment plan (the “Amended DRP”) to reflect a new offering price for the Class A Shares to be issued pursuant to the distribution reinvestment plan. The offering price for the Class T Shares to be issued pursuant to the plan did not change. The offering prices under the Amended DRP are $9.46 per Class A Share and $9.08 per Class T Share. The new offering price of the Class A Shares under the Amended DRP will first be applied to distributions declared for the month of August 2016, which will be reinvested on September 1, 2016.

*****

17


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, 2015.

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 (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended. Such statements include statements concerning future financial performance and distributions, future debt and financing levels, acquisitions and investment objectives, payments to Hines Global REIT II Advisors LP (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.

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:
Our current offering is a best efforts offering and as such, the risk that we will not be able to accomplish our business objectives and that the poor performance of a single investment will materially adversely affect our overall investment performance, will increase if only a small number of shares are purchased in the offering;


Whether we will have the opportunity to invest offering and distribution reinvestment plan proceeds to acquire properties or other investments or whether such proceeds will be needed to redeem shares or for other purposes, and if proceeds are available for investment, our ability to make such investments in a timely manner and at appropriate amounts that provide acceptable returns;


Competition for tenants and real estate investment opportunities, including competition with Hines Global REIT, Inc. and other programs sponsored by or affiliated with Hines Interests Limited Partnership (“Hines”);


Our reliance on our Advisor, Hines and affiliates of Hines for our day-to-day operations and the selection of 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;



18


Our distributions have been paid using cash flows from financing activities, including proceeds from our public offering, as well as cash from the waiver of fees by our Advisor, 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, cash resulting from a waiver or deferral of fees, borrowings and/or proceeds from the offering. When we pay distributions from 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; and
 
 
Our ability to qualify as a real estate investment trust (“REIT”) for federal income tax purposes.

These risks are more fully discussed in, and all forward-looking statements should be read in light of, all of the risk factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015.

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 II, Inc. (“Hines Global II” and, together with its consolidated subsidiaries, “we,” “us” or the “Company”) was formed in July 2013 to invest in a diversified portfolio of quality commercial real estate properties and other real estate investments located throughout the United States and internationally. In August 2014, we commenced an offering of up to $2.5 billion of our common stock (the “Offering”) in any combination of Class A shares (“Class A Shares”) and Class T shares (“Class T Shares”) of our common stock. We engaged Hines Securities, Inc. (the “Dealer Manager”), an affiliate of our Advisor, to serve as the dealer manager for the Offering and market our shares. As of August 9, 2016, we have received gross offering proceeds of $190.3 million from the sale of 19.4 million shares.

On April 13, 2016, our board of directors unanimously approved an estimated net asset value, or NAV, per share of our common stock of $9.03, based on the number of shares issued and outstanding as of February 29, 2016. The estimated NAV per share reflects a 6.1% increase in the aggregate appraised value of our real estate investments when compared to the purchase price of our real estate investments excluding closing costs, transaction fees and additional capital investments since acquisition.  This 6.1% net increase resulted from a 7.9% appreciation in the aggregate appraised values of our real estate investments since their purchase, which was offset by 1.8% dilution resulting from the devaluation of the Euro against the U.S dollar. See our Current Report on Form 8-K filed with the SEC on April 15, 2016 for more information on the methodologies used to determine, and the limitations of, our estimated NAV per share.


19


Our cash flow from operations has been and may continue to be insufficient to fund distributions to stockholders. We may choose to use advances, deferrals or waivers of fees, if available, from our Advisor or affiliates, borrowings and/or proceeds of the Offering or other sources to fund distributions to our stockholders. Commencing with the quarter ended December 31, 2014, our Advisor agreed to waive the asset management fees for each quarter through September 30, 2016, to the extent that our modified funds from operations (“MFFO”), for a particular quarter is less than our distributions declared for such quarter, as disclosed in each Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable. As a result of these waivers, our Advisor waived all of the $376,550 and $740,423 in asset management fees payable to it for the three and six months ended June 30, 2016, respectively. Further, our Advisor waived $129,524 of the asset management fees payable to it for the six months ended June 30, 2015. However, since MFFO exceeded distributions declared during the three months ended June 30, 2015, no asset management fees were waived by our Advisor for that period. There can be no assurances that our Advisor will continue this waiver, and if not, cash available to pay distributions in future periods may be reduced.

We intend to meet our primary investment objectives by investing in a portfolio of real estate properties and other real estate investments that relate to properties that are generally diversified by geographic area, lease expirations and tenant industries. The following table provides additional information regarding each of the properties in which we owned an interest as of June 30, 2016 and includes the effect of Cottonwood Corporate Center, which we acquired on July 5, 2016.
Property (1)
 
Location
 
Investment Type
 
Date Acquired/ Net Purchase Price
(in millions) (2)
 
Estimated Going-in Capitalization Rate (3)
 
Leasable Square Feet
 
Percent Leased
2819 Loker Avenue East
 
Carlsbad, California
 
Industrial
 
12/2014; $25.4
 
6.5%
 
161,310

 
100
%
Bishop's Square
 
Dublin, Ireland
 
Office
 
3/2015; $103.2
 
6.1%
 
153,569

 
100
%
Domain Apartments
 
Las Vegas, Nevada
 
Multi-family
 
1/2016; $58.1
 
5.5%
 
331,038

 
98
%
Cottonwood Corporate Center
 
Salt Lake City, Utah
 
Office
 
7/2016; $139.2
 
6.9%
 
490,030

 
93
%
Total for All Investments
 
 
 
 
 
 
 
1,135,947

 
96
%

(1)
We effectively owned a 99.9% interest in the properties we had acquired as of June 30, 2016 through our ownership interest in the Operating Partnership as its sole general partner. Hines Global REIT II Associates Limited Partnership (“HALP II”), an affiliate of Hines, owned the remaining 0.1% interest in the Operating Partnership as of that date.

(2)
The net purchase price for Bishop’s Square was denominated in Euros and has been translated at an exchange rate based on the 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 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, including the assumption that the tenants will perform under their lease agreements during the 12 months following our acquisition of the properties and assumptions concerning estimates of timing and rental rates related to re-leasing vacant space.

In June 2016, we entered into a contract to acquire Goodyear Crossing II, a Class-A industrial warehouse located in Goodyear, Arizona, a submarket of Phoenix, Arizona. The contract purchase price is $56.2 million, exclusive of transaction costs and working capital reserves. Goodyear Crossing II was constructed during the period between 2008 and 2009 and consists of 820,384 square feet of net rentable area that is 100% leased to Amazon.com. We funded a $1.0 million earnest money deposit on June 27, 2016, which may not be refunded if we do not close on this acquisition. We expect the closing of this acquisition to occur in August 2016, subject to a number of closing conditions.


20


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. For a discussion of recent accounting pronouncements, see Note 2 — Summary of Significant Accounting Policies, to the accompanying condensed consolidated financial statements. Also, a disclosure of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2015 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Unless described below, there have been no significant changes to our policies during 2016.

Distribution and Stockholder Servicing Fee

Per the terms of our Amended Dealer Manager Agreement, we will pay a distribution and stockholder servicing fee of 1.0% per annum of the gross offering price per share (or, if we are no longer offering primary shares, the then-current estimated net asset value per share, if any has been disclosed) for Class T Shares sold in the Offering. The distribution and stockholder servicing fees are ongoing fees that are not paid at the time of purchase. We will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of us with or into another entity, or the sale or other disposition of all or substantially all of our assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the Offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the Offering is equal to 10.0% of the gross proceeds of the Offering from the sale of both Class A Shares and Class T Shares; (iv) the end of the month in which the transfer agent, on behalf of the us, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account; and (v) on any Class T Share that is redeemed or repurchased. Although we cannot predict the length of time over which this fee will be paid due to potential changes in the offering price or estimated net asset value of our Class T Shares, this fee would be paid over approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated net asset value, as applicable.

We record distribution and stockholder servicing fees as a reduction to additional paid-in capital and the related liability in an amount equal to the maximum fees payable in relation to the Class T Shares on the date the shares are issued.  The liability will be relieved over time, as the fees are paid to the Dealer Manager, or it will be adjusted if the fees are no longer payable pursuant to the conditions described above.

Financial Condition, Liquidity and Capital Resources

Our principal demands for funds are to make real estate investments, for the payment of operating expenses and distributions, and for the payment of principal and interest on any indebtedness we incur. Generally, we expect to meet operating cash needs from our cash flows from operating activities, and we expect to fund our investments using proceeds of the Offering and debt proceeds.

We expect that once we have fully invested the proceeds of the Offering and other potential subsequent offerings, our debt financing, including our pro rata share of the debt financing of entities in which we invest, will be in the range of approximately 40% to 60% of the aggregate value of our real estate investments and other assets. Financing for acquisitions and investments may be obtained at the time an asset is acquired or an investment is made or at such later time as determined to be appropriate. In addition, debt financing may be used from time to time for property improvements, lease inducements, tenant improvements and other working capital needs. Additionally, the amount of debt placed on an individual property or related to a particular investment, including our pro rata share of the amount of debt incurred by an individual entity in which we invest, may be less than 40% or more than 60% of the value of such property/investment or the value of the assets owned by such entity, depending on market conditions and other factors. Our aggregate borrowings, secured and unsecured, must be reasonable in relation to our net assets and must be reviewed by our board of directors at least quarterly.


21


Our charter limits our borrowing to 300% of our net assets (which approximates 75% of the cost of our assets) unless any excess borrowing is approved by a majority of our independent directors and is disclosed to our stockholders in our next quarterly report along with justification for the excess. Our independent directors approved borrowings in excess of these limitations in connection with our first two investments, since we are in the early stages of raising capital through the Offering. As of June 30, 2016, our portfolio was approximately 38% leveraged, based on the most recent appraised values of our real estate investments.

Notwithstanding the above, depending on market conditions and other factors, we may choose not to place debt on our portfolio or our assets and may choose not to borrow to finance our operations or to acquire properties. Any indebtedness we do incur will likely be subject to continuing covenants, and we will likely be required to make continuing representations and warranties about our company in connection with such debt. Moreover, some or all of our debt may be secured by some or all of our assets. If we default in the payment of interest or principal on any such debt, breach any representation or warranty in connection with any borrowing or violate any covenant in any loan document, our lender may accelerate the maturity of such debt requiring us to immediately repay all outstanding principal. If we are unable to make such payment, our lender could foreclose on our assets that are pledged as collateral to such lender. The lender could also sue us or force us into bankruptcy. Any such event would have a material adverse effect on the value of an investment in our common shares.

The discussions below provide additional details regarding our cash flows.

Cash Flows from Operating Activities

Our 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 incur general and administrative expenses, acquisition fees and expenses and asset management fees.

Net cash provided by operating activities was $2.3 million for the six months ended June 30, 2016 compared to net cash used in operating activities of $3.9 million for the six months ended June 30, 2015. Net cash provided by operating activities increased as a result of the acquisition of the Domain Apartments in January 2016 and the operation of Bishop’s Square (acquired March 2015) for the entire six months ended June 30, 2016, as well as a reduction of acquisition fees and acquisition-related expenses paid during the six months ended June 30, 2016. We paid acquisition fees and acquisition-related expenses totaling $1.6 million and $5.2 million for the six months ended June 30, 2016 and 2015, respectively. Under accounting principles generally accepted in the United States (“GAAP”), acquisition fees and expenses and acquisition-related expenses are expensed and therefore reduce cash flows from operating activities. However, we fund these expenses with proceeds from the Offering and/or acquisition-related indebtedness.

Cash Flows from Investing Activities

Net cash used in investing activities for the six months ended June 30, 2016 and 2015 were primarily due to the following:

Six months ended June 30, 2016
Payment of $56.5 million related to the acquisition of the Domain Apartments.
Payment of $4.8 million in earnest money deposits in connection with the acquisition of Cottonwood Corporate Center, which we acquired in July 2016, and payment of a $1.0 million earnest money deposit in connection with the potential acquisition of Goodyear Crossing II, an industrial property located near Phoenix, Arizona.

Six months ended June 30, 2015
Payment of $102.7 million related to the acquisition of Bishop’s Square.

Cash Flows from Financing Activities

Initial Public Offering

We commenced the Offering in August 2014 and met our minimum offering requirements for every state, except Washington and Pennsylvania, in September 2014 (the minimum offering requirements were met in March 2015 with respect to the state of Washington and December 2015 with respect to the state of Pennsylvania). During the six months ended June 30, 2016 and 2015, we raised gross proceeds of $66.0 million and $48.4 million, respectively, from the Offering, excluding

22


proceeds from the distribution reinvestment plan. In addition, during the six months ended June 30, 2016, we redeemed $233,764 in shares of common stock pursuant to our redemption program. No shares of our common stock were redeemed pursuant to our share redemption program for the six months ended June 30, 2015.

In addition to the investing activities described previously, we use proceeds from the Offering to make certain payments to our Advisor, our Dealer Manager and Hines and their affiliates during the various phases of our organization and operation. During the organization and offering stage, these include, without limitation, payments to our Dealer Manager for selling commissions, dealer manager fees, distribution and stockholder servicing fees and payments to our Advisor for reimbursement of issuer costs. During the six months ended June 30, 2016 and 2015, we made payments of $7.8 million and $7.3 million, respectively, for selling commissions, dealer manager fees, distribution and shareholder servicing fees and issuer costs related to the Offering.

Our Advisory Agreement was amended, effective February 29, 2016, to cap the amount which we will reimburse our Advisor for the cumulative issuer costs incurred in connection with our organization and our public offerings. As a result of the cap on reimbursement as a percentage of gross offering proceeds, on April 14, 2016, our Advisor reimbursed us for $4.0 million in issuer costs that we had previously reimbursed in excess of this new 2.5% cap. As we raise additional offering proceeds, we expect to reimburse our Advisor for the $4.0 million in issuer costs they recently repaid to us to the extent such costs do not exceed 2.5% of gross offering proceeds from our public offerings.

Distributions

With the authorization of the board of directors, we declared distributions with respect to Class A Shares of our common stock for the period from October 1, 2014 through August 31, 2016. For the period from October 1, 2014 through April 30, 2016, distributions for Class A Shares were calculated based on stockholders of record each day in an amount equal to $0.001575342 per share, per day. The distribution rate per share, per day was increased effective May 1, 2016. As a result, with respect to the period from May 1, 2016 through August 31, 2016, distributions for Class A Shares were or will be calculated based on stockholders of record each day in an amount equal to $0.001594766 per share, per day.

Also, with the authorization of the board of directors, we declared distributions with respect to Class T Shares of our common stock for the period from August 24, 2015 through August 31, 2016. For the period from August 24, 2015 through April 30, 2016, distributions for Class T Shares were calculated based on stockholders of record each day in an amount equal to $0.001575342 per share, per day less the distribution and stockholder servicing fees that were payable with respect to such Class T Shares (as calculated on a daily basis). The distribution rate per share, per day was increased effective May 1, 2016. As a result, with respect to the period from May 1, 2016 through August 31, 2016, distributions for Class T Shares were or will be calculated based on stockholders of record each day in an amount equal to $0.001594766 per share, per day less the distribution and stockholder servicing fees that are payable with respect to such Class T Shares (as calculated on a daily basis).

All distributions were or will be paid in cash or reinvested in shares of our common stock for those participating in our distribution reinvestment plan and have been or will be paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to the distribution reinvestment plan have been or will be reinvested in shares of the same class as the shares on which the distributions are being made. Distributions paid to stockholders during the three months ended June 30, 2016 and 2015 were $2.1 million and $425,152, respectively, including those reinvested in shares pursuant to our distribution reinvestment plan. Distributions paid to stockholders during the six months ended June 30, 2016 and 2015 were $3.7 million and $503,716, respectively, including those reinvested in shares pursuant to our distribution reinvestment plan.

We have not generated sufficient cash flows from operations to fully fund distributions paid. Therefore some or all of our distributions have been and may continue to be paid from other sources, such as proceeds from our debt financings, proceeds from the Offering, cash advances by our Advisor, cash resulting from a waiver or deferral of fees and/or proceeds from the sale of assets. We have not placed a cap on the amount of our distributions that may be paid from any of these sources. For example, for the six months ended June 30, 2016, we funded 44% of total distributions with cash flows from financing activities, which included offering proceeds. For the six months ended June 30, 2015, we funded 21% of total distributions with cash flows from financing activities, which includes offering proceeds. Commencing with the quarter ended December 31, 2014, our Advisor agreed to waive the asset management fees for each quarter through September 30, 2016, to the extent that our MFFO, for a particular quarter, as disclosed in our Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, amounts to less than the aggregate distributions declared to our stockholders for such quarter.  As a result of these waivers, our Advisor waived all of the $376,550 and $740,423 in asset management fees payable to it for the three and six months ended June 30, 2016, respectively. Further, our Advisor waived $129,524 of the asset management fees payable to it for the six months ended June 30, 2015. However, since MFFO exceeded distributions declared during the three

23


months ended June 30, 2015, no asset management fees were waived by our Advisor for that period. Also, as a result of these waivers, cash flows from operations that would have been paid to our Advisor for asset management fees may be available to pay distributions to stockholders. These fee waivers are not deferrals and accordingly, any fees that are waived will not be paid to our Advisor in cash at any time in the future.

The following table outlines our total distributions declared to stockholders and noncontrolling interests (HALP II) for each of the quarters during 2016 and 2015, including the breakout between the distributions declared in cash and those reinvested pursuant to our distribution reinvestment plan.
 
 
Stockholders
 
Noncontrolling Interests
 
Sources
Distributions for the Three Months Ended
 
Cash Distributions
 
Distributions Reinvested
 
Total Declared
 
Total Declared
 
Cash Flows From Operating Activities
 
Cash Flows From Financing Activities
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
$