UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | October 3, 2018 |
Hines Global Income Trust, Inc.
__________________________________
(Exact name of registrant as specified in its charter)
Commission file number: 000-55599
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) | ||
Not Applicable | ||
Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company þ
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. þ
Explanatory Note.
On October 5, 2018, Hines Global Income Trust, Inc. (“Hines Global” or the “Company”), through a wholly-owned subsidiary of its operating partnership, acquired from Fresh Park Venlo B.V. (the “Seller”) the leasehold interest in Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands. The Seller is not affiliated with Hines Global or its affiliates.
On October 9, 2018, Hines Global filed a Current Report on Form 8-K (the “Initial Report”) with regard to the acquisition of Fresh Park Venlo. This amendment is being filed for the sole purpose of filing the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, and should be read in conjunction with the Initial Report. After reasonable inquiry, Hines Global is not aware of any material factors relating to Fresh Park Venlo that would cause the reported financial information not to be necessarily indicative of future operating results.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Property Acquired. The following financial statements are submitted at the end of this Current Report on Form 8-K/A and are filed herewith.
Fresh Park Venlo — For the Nine Months Ended September 30, 2018 (Unaudited) and the Year Ended December 31, 2017
Report of Independent Auditor
Statement of Revenues and Certain Operating Expenses
Notes to Statement of Revenues and Certain Operating Expenses
(b) Unaudited Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K/A and is filed herewith and incorporated herein by reference.
Hines Global Income Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018 and the notes thereto
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2018 and the notes thereto
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2017 and the notes thereto
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1
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 hereunto duly authorized.
Hines Global REIT Income Trust, Inc. | |||||
December 18, 2018 | By: | /s/ J. Shea Morgenroth | |||
Name: J. Shea Morgenroth | |||||
Title: Chief Accounting Officer and Treasurer |
2
Report of Independent Auditor
To the Partners of
Hines Global REIT II Properties, LP
Houston, Texas
Report on the Historical Summary
We have audited the accompanying statement of revenues and certain operating expenses (the “Historical Summary”) of Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands, for the year ended December 31, 2017.
Management’s Responsibility for the Historical Summary
Management is responsible for the preparation and fair presentation of this Historical Summary, in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal controls relevant to the preparation and fair presentation of the statement that is free from material misstatement, whether from fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Historical Summary based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Summary. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Historical Summary, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to Fresh Park Venlo’s preparation and fair presentation of the Historical Summary in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fresh Park Venlo’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Historical Summary.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, such Historical Summary presents fairly, in all material respects, the revenues and certain operating expenses discussed in Note 2 to the Historical Summary of Fresh Park Venlo for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Matter of Emphasis
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in this Form 8-K/A of Hines Global Income Trust, Inc.) as discussed in Note 2 to the Historical Summary and is not intended to be a complete presentation of Fresh Park Venlo’s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ Saville Dodgen & Company, PLLC
Dallas, Texas
December 18, 2018
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FRESH PARK VENLO
STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Nine Months Ended September 30, 2018 (Unaudited) and Year Ended December 31, 2017
Revenues: | Nine Months Ended September 30, 2018 (unaudited) | Year Ended December 31, 2017 | |||||
Rental revenue | $ | 8,605,973 | $ | 10,712,406 | |||
Other revenue | 60,075 | 172,307 | |||||
Total revenues | 8,666,048 | 10,884,713 | |||||
Certain operating expenses: | |||||||
Utilities | 240,329 | 298,290 | |||||
Real estate taxes | 288,353 | 396,170 | |||||
Repairs and maintenance | 831,102 | 1,205,702 | |||||
Cleaning services | 247 | 5,452 | |||||
Salaries and wages | 640,599 | 879,905 | |||||
Building management services | 534,882 | 654,490 | |||||
Insurance | 122,746 | 144,132 | |||||
Total certain operating expenses | 2,658,258 | 3,584,141 | |||||
Revenues in excess of certain operating expenses | $ | 6,007,790 | $ | 7,300,572 |
See accompanying notes to statement of revenues and certain operating expenses.
4
FRESH PARK VENLO
NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2017
(1) Organization
Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands, contains 2,863,630 square feet of net rentable area in aggregate. Fresh Park Venlo was acquired by Hines Global Income Trust, Inc. (“Hines Global”), through a wholly-owned subsidiary of its operating partnership. The acquisition was completed on October 5, 2018.
(2) Basis of Presentation
The statement of revenues and certain operating expenses (the “Historical Summary”) has been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. The Historical Summary includes the historical revenues and operating expenses of Fresh Park Venlo, exclusive of depreciation and amortization, management fees, and other nonrecurring owner specific expenses, which may not be comparable to the corresponding amounts reflected in the future operations of Fresh Park Venlo.
The statement of revenues and certain operating expenses and notes thereto for the nine months ended September 30, 2018 included in this report are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Historical Summary have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year.
In preparing the accompanying financial statements, Hines Global evaluated events and transactions that occurred subsequent to December 31, 2017, through the date that the accompanying financial statements were available to be issued on December 18, 2018.
(3) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(4) Significant Accounting Policies
(a) Revenue Recognition
Fresh Park Venlo’s operations consist of rental revenue earned from tenants under leasing arrangements, which provide for minimum rent, escalations, park management fee contributions, and charges to the tenants for operating expenses. The leases with the tenants are net leases and have been accounted for as operating leases. Rental revenue is recognized by amortizing the aggregate lease payments on a straight-line basis over the entire term of the leases.
(b) Repairs and Maintenance
Expenditures for repairs and maintenance are expensed as incurred.
5
FRESH PARK VENLO
NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2017
(5) Rental Revenue
The aggregate annual minimum cash payments to be received on the noncancelable operating leases in effect as of December 31, 2017 are as follows:
Year ending December 31: | Amount | |||
2018 | $ | 10,361,060 | ||
2019 | 8,882,404 | |||
2020 | 7,113,158 | |||
2021 | 3,702,478 | |||
2022 | 3,383,918 | |||
Thereafter | 12,601,784 | |||
Total | $ | 46,044,802 |
Total minimum future rental revenue represents the base rent that the tenants are required to pay under the terms of their lease in effect at December 31, 2017, exclusive of charges for contingent rents, operating expenses, and real estate taxes. There were no significant contingent rents for the year ended December 31, 2017.
Of the total rental revenue for the year ended December 31, 2017, Fresh Park Venlo 23% was earned from a tenant in the gardening supplier industry whose lease expires in 2020, and 13% was earned by a farming co-op tenant whose lease expires in 2026.
* * * * *
6
HINES GLOBAL INCOME TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Hines Global Income Trust, Inc. (the “Company”), made the following acquisitions since January 1, 2017:
Property Name | Date of Acquisition | Net Purchase Price |
Rookwood | January 6, 2017 | $193.7 million |
Montrose Student Residences | March 24, 2017 | $40.6 million |
Queen’s Court Student Residences | October 11, 2017 | $65.3 million |
Venue Museum District | September 21, 2018 | $72.9 million |
Fresh Park Venlo | October 5, 2018 | $136.3 million |
The unaudited pro forma condensed consolidated balance sheet assumes that the 2018 acquisition of Fresh Park Venlo, a specialized logistics park located in Venlo, the Netherlands, occurred on September 30, 2018 and the unaudited pro forma condensed consolidated statements of operations assume that all acquisitions described above occurred on January 1, 2017.
The unaudited pro forma adjustments are based on available information and certain estimates and assumptions that the Company believes are reasonable and factually supportable. The unaudited pro forma condensed consolidated statements of operations are not necessarily indicative of what actual results of operations would have been had the Company made these acquisitions on the first day of the period presented, nor does it purport to represent the results of operations for future periods. The pro forma information should be read in conjunction with the historical consolidated financial statements and notes thereto as filed in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, and the Company's quarterly reports on Form 10-Q.
7
HINES GLOBAL INCOME TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2018
September 30, 2018 | Adjustments for the Fresh Park Venlo acquisition | Pro Forma | |||||||||
(in thousands, except per share amounts) | |||||||||||
ASSETS | |||||||||||
Investment property, net | $ | 618,462 | $ | 128,848 | (a) | $ | 747,310 | ||||
Cash and cash equivalents | 92,471 | (49,289 | ) | (b) | 43,182 | ||||||
Restricted cash | 7,305 | — | 7,305 | ||||||||
Derivative instruments | 64 | — | 64 | ||||||||
Tenant and other receivables, net | 7,275 | — | 7,275 | ||||||||
Intangible lease assets, net | 83,327 | 13,428 | (a) | 96,755 | |||||||
Deferred leasing costs, net | 8,801 | — | 8,801 | ||||||||
Other assets | 3,314 | (2,000 | ) | (c) | 1,314 | ||||||
Total assets | $ | 821,019 | $ | 90,987 | $ | 912,006 | |||||
LIABILITIES AND EQUITY | |||||||||||
Liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | 21,842 | $ | — | $ | 21,842 | |||||
Due to affiliates | 21,184 | — | 21,184 | ||||||||
Intangible lease liabilities, net | 14,173 | 3,972 | (a) | 18,145 | |||||||
Other liabilities | 9,865 | — | 9,865 | ||||||||
Derivative instruments | 100 | — | 100 | ||||||||
Distributions payable | 1,913 | — | 1,913 | ||||||||
Notes payable to affiliates | 75,000 | — | 75,000 | ||||||||
Notes payable, net | 404,506 | 87,015 | (b) | 491,521 | |||||||
Total liabilities | $ | 548,583 | $ | 90,987 | $ | 639,570 | |||||
Commitments and Contingencies | — | — | — | ||||||||
Equity: | |||||||||||
Stockholders’ equity (deficit): | |||||||||||
Preferred shares, $0.001 par value; 500,000,000 preferred shares authorized, none issued or outstanding as of September 30, 2018 | — | — | — | ||||||||
Common shares, $0.001 par value per share | 42 | — | 42 | ||||||||
Additional paid-in capital | 348,776 | — | 348,776 | ||||||||
Accumulated distributions in excess of earnings | (77,710 | ) | — | (77,710 | ) | ||||||
Accumulated other comprehensive income (loss) | 1,328 | — | 1,328 | ||||||||
Total stockholders’ equity | 272,436 | — | 272,436 | ||||||||
Noncontrolling interests | — | — | — | ||||||||
Total equity | 272,436 | — | 272,436 | ||||||||
Total liabilities and equity | $ | 821,019 | $ | 90,987 | $ | 912,006 |
See notes to unaudited pro forma condensed consolidated balance sheet and notes to unaudited pro forma condensed consolidated financial statements.
8
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2018
Adjustments
(a) | To record the pro forma effect of the Company’s acquisition of Fresh Park Venlo, assuming it had occurred on September 30, 2018. Investment property and intangible lease assets and liabilities were recorded at their relative fair value. See Note 2 — Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for the Company’s policies for determining the fair values of the Company’s investment property and intangible lease assets and liabilities. Pro forma adjustments related to these amounts are preliminary and subject to change. |
(b) | The acquisition of Fresh Park Venlo was funded using proceeds from the Company’s current public offering, a $60.0 million advance under the Company’s credit facility with Hines Interests Limited Partnership (“Hines”), which occurred prior to September 30, 2018, and a secured mortgage facility from a third party totaling €75.0 million (approximately $87.0 million assuming a rate of $1.16 per EUR on the date of the transaction), which the Company entered into simultaneously with the acquisition of Fresh Park Venlo. |
(c) | As of September 30, 2018, the Company had $2.0 million of capitalized acquisition costs related to the acquisition of Fresh Park Venlo included in other assets. These costs are being reclassified to be included in Investment Property, Net. |
9
HINES GLOBAL INCOME TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2018
Nine Months Ended September 30, 2018 (unaudited) | Adjustments for the Fresh Park Venlo acquisition | Other Adjustments | Pro Forma | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Revenues: | |||||||||||||||
Rental revenue | $ | 47,811 | $ | 9,378 | (a) | $ | 5,568 | (d) | $ | 62,757 | |||||
Other revenue | 770 | 60 | (a) | 54 | (d) | 884 | |||||||||
Total revenue | 48,581 | 9,438 | 5,622 | 63,641 | |||||||||||
Expenses: | |||||||||||||||
Property operating expenses | $ | 8,578 | 2,370 | (a) | 1,213 | (d) | 12,161 | ||||||||
Real property taxes | 6,065 | 288 | (a) | 978 | (d) | 7,331 | |||||||||
Property management fees | 986 | 142 | (b) | 155 | (e) | 1,283 | |||||||||
Depreciation and amortization | 21,249 | 6,302 | (a) | 4,408 | (d) | 31,959 | |||||||||
Acquisition related expenses | 144 | — | — | 144 | |||||||||||
Asset management and acquisition fees | 3,674 | — | 209 | (f) | 3,883 | ||||||||||
Performance participation allocation | 4,013 | — | — | 4,013 | |||||||||||
General and administrative expenses | 2,275 | — | — | 2,275 | |||||||||||
Total expenses | 46,984 | 9,102 | 6,963 | 63,049 | |||||||||||
Income (loss) before other income (expenses) | 1,597 | 336 | (1,341 | ) | 592 | ||||||||||
Other income (expenses): | |||||||||||||||
Gain (loss) on derivative instruments | (153 | ) | — | — | (153 | ) | |||||||||
Gain on sale of real estate | 14,491 | — | — | 14,491 | |||||||||||
Foreign currency gains (losses) | (382 | ) | — | — | (382 | ) | |||||||||
Interest expense | (8,336 | ) | (2,623 | ) | (c) | (1,811 | ) | (g) | (12,770 | ) | |||||
Interest income | 106 | — | — | 106 | |||||||||||
Loss before provision for income taxes | 7,323 | (2,287 | ) | (3,152 | ) | 1,884 | |||||||||
Benefit (provision) for income tax | (138 | ) | — | — | (138 | ) | |||||||||
Net income (loss) | 7,185 | (2,287 | ) | (3,152 | ) | 1,746 | |||||||||
Net (income) loss attributable to noncontrolling interests | (10 | ) | — | — | (10 | ) | |||||||||
Net income (loss) attributable to common stockholders | $ | 7,175 | $ | (2,287 | ) | $ | (3,152 | ) | $ | 1,736 | |||||
Basic and diluted income (loss) per common share | $ | 0.18 | — | — | 0.04 | ||||||||||
Weighted average number of common shares outstanding | 39,765 | — | 1,319 | (h) | 41,084 |
See notes to unaudited pro forma condensed consolidated statement of operations and notes to unaudited pro forma condensed consolidated financial statements.
10
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2018
(a) | To record the pro forma effect of the Company’s acquisition of Fresh Park Venlo based on its historical results of operations assuming that the acquisition had occurred on January 1, 2017. Depreciation and amortization were calculated based on the fair values of the investment property using a useful life of 40 years and in place lease assets and out of market lease assets and liabilities using a useful life of the remaining lease terms, which are preliminary and subject to change. |
(b) | To record the pro forma effect of the property management fee owed to an affiliate of Hines assuming that the acquisition of Fresh Park Venlo had occurred on January 1, 2017. |
(c) | To record the pro forma effect of interest expense assuming that the Company had borrowings of $60.0 million under the credit facility with Hines and the secured mortgage facilities from a third party totaling €75.0 million (approximately $87.0 million assuming a rate of $1.16 per EUR on the date of the transaction) related to the acquisition of Fresh Park Venlo had been outstanding on January 1, 2017. The weighted average interest rate for all of the borrowings used to acquire Fresh Park Venlo was 2.40% at the date of acquisition. If interest rates were to increase by 1/8th of a percent, interest expense would increase by approximately $137,813. |
(d) | To record the pro forma effect of the Company’s acquisition of Venue Museum District based on their historical results of operations assuming that these acquisitions had occurred on January 1, 2017. Depreciation and amortization were calculated based on the fair values of the investment properties using a useful life of 40 years and intangible lease assets and liabilities using a useful life of the remaining lease terms. |
(e) | To record the pro forma effect of the property management fee with respect to Venue Museum District, assuming that the acquisition had occurred on January 1, 2017. |
(f) | These adjustments reflect the pro forma effect of the asset management fee owed to an affiliate of Hines (net of waivers), assuming the Company’s acquisitions had occurred on January 1, 2017. |
(g) | To record the pro forma effect of interest expense assuming the Company had approximately $45.0 million in permanent financing in place as of January 1, 2017 and borrowings of $15.0 million under the credit facility with Hines related to the acquisition of Venue Museum District. The weighted average interest rate for all of the borrowings used to acquire Venue Museum District was 4.03% as of the date of acquisition. If interest rates were to increase by 1/8th of a percent, interest expense would increase by approximately $56,250. |
(h) | To record the pro forma effect of the proceeds from the issuance of shares of the Company's common stock that were used to complete the acquisitions described in (a) and (d) above, less amounts received from financing described in (c) and (h) above. |
11
HINES GLOBAL INCOME TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2017
Year Ended December 31, 2017 | Adjustments for the Fresh Park Venlo acquisition | Other Adjustments | Pro Forma | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Revenues: | |||||||||||||||
Rental revenue | $ | 58,824 | $ | 11,686 | (a) | $ | 12,883 | (d) | $ | 83,393 | |||||
Other revenue | 900 | 172 | (a) | 78 | (d) | 1,150 | |||||||||
Total revenue | 59,724 | 11,858 | 12,961 | 84,543 | |||||||||||
Expenses: | |||||||||||||||
Property operating expenses | 9,663 | 3,188 | (a) | 2,913 | (d) | 15,764 | |||||||||
Real property taxes | 9,387 | 396 | (a) | 1,393 | (d) | 11,176 | |||||||||
Property management fees | 1,061 | 178 | (b) | 429 | (e) | 1,668 | |||||||||
Depreciation and amortization | 29,687 | 7,948 | (a) | 9,338 | (d) | 46,973 | |||||||||
Acquisition related expenses | 3,212 | — | (3,210 | ) | (f) | 2 | |||||||||
Asset management and acquisition fees | 11,681 | — | (6,503 | ) | (g) | 5,178 | |||||||||
Performance participation allocation | 251 | — | — | 251 | |||||||||||
General and administrative expenses | 2,803 | — | — | 2,803 | |||||||||||
Total expenses | 67,745 | 11,710 | 4,360 | 83,815 | |||||||||||
Income (loss) before other income (expenses) | (8,021 | ) | 148 | 8,601 | 728 | ||||||||||
Other income (expenses): | |||||||||||||||
Gain (loss) on derivative instruments | (372 | ) | — | — | (372 | ) | |||||||||
Foreign currency gains (losses) | 494 | — | — | 494 | |||||||||||
Interest expense | (9,453 | ) | (3,497 | ) | (c) | (6,662 | ) | (h) | (19,612 | ) | |||||
Interest income | 83 | — | 6 | (d) | 89 | ||||||||||
Loss before provision for income taxes | (17,269 | ) | (3,349 | ) | 1,945 | (18,673 | ) | ||||||||
Benefit (provision) for income tax | 83 | — | (247 | ) | (164 | ) | |||||||||
Net income (loss) | (17,186 | ) | (3,349 | ) | 1,698 | (18,837 | ) | ||||||||
Net (income) loss attributable to noncontrolling interests | (12 | ) | — | — | (12 | ) | |||||||||
Net income (loss) attributable to common stockholders | $ | (17,198 | ) | $ | (3,349 | ) | $ | 1,698 | $ | (18,849 | ) | ||||
Basic and diluted income (loss) per common share | $ | (0.48 | ) | $ | — | — | $ | (0.46 | ) | ||||||
Weighted average number of common shares outstanding | 35,808 | — | 5,276 | (i) | 41,084 |
See notes to unaudited pro forma condensed consolidated statement of operations and notes to unaudited pro forma condensed consolidated financial statements.
12
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2017
(a) | To record the pro forma effect of the Company’s acquisition of Fresh Park Venlo based on its historical results of operations assuming that the acquisition had occurred on January 1, 2017. Depreciation and amortization were calculated based on the fair values of the investment property using a useful life of 40 years and in place lease assets and out of market lease assets and liabilities using a useful life of the remaining lease terms, which are preliminary and subject to change. |
(b) | To record the pro forma effect of the property management fee owed to an affiliate of Hines, assuming that the acquisition of Fresh Park Venlo had occurred on January 1, 2017. |
(c) | To record the pro forma effect of interest expense assuming that the Company had borrowings of $60.0 million under the credit facility with Hines and the secured mortgage facility from a third party totaling €75.0 million (approximately $87.0 million assuming a rate of $1.16 per EUR on the date of the transaction) related to the acquisition of Fresh Park Venlo. The weighted average interest rate for all of the borrowings used to acquire Fresh Park Venlo was 2.40% at the date of acquisition. If interest rates were to increase by 1/8th of a percent, interest expense would increase by approximately $183,750. |
(d) | To record the pro forma effect of the Company’s acquisitions of Rookwood, Montrose Student Residences, Queen’s Court Student Residences, and Venue Museum District based on their historical results of operations assuming that these acquisitions had occurred on January 1, 2017. Depreciation and amortization were calculated based on the fair values of the investment properties using a useful life of 40 years and intangible lease assets and liabilities using a useful life of the remaining lease terms. |
(e) | To record the pro forma effect of the property management fee owed to an affiliate of Hines with respect to Rookwood, the Montrose Student Residences, the Queen’s Court Student Residences, and Venue Museum District, assuming that the acquisitions had occurred on January 1, 2017. |
(f) | To eliminate the effect of non-recurring acquisition expenses recorded in relation to the Company’s acquisitions prior to October 1, 2018. |
(g) | To eliminate the effect of the non-recurring acquisition fee recorded in relation to the Company’s acquisitions acquired prior to October 1, 2018. In addition, these adjustments reflect the pro forma effect of the asset management fee owed to an affiliate of Hines (net of waivers), assuming the Company’s acquisitions had occurred on January 1, 2017. |
(h) | To record the pro forma effect of interest expense assuming that the Company had borrowings of $56.0 million under its credit facility with Hines and the assumption of two existing secured mortgage facilities from a third party totaling $96.0 million related to the acquisition of Rookwood, to record the pro forma effect of interest expense assuming that the Company had approximately $24.4 million in permanent financing in place as of January 1, 2017 and borrowings of $7.0 million under its credit facility with Hines related to the acquisition of the Montrose Student Residences, to record the pro forma effect of interest expense assuming that the Company had approximately $39.4 million in permanent financing in place as of January 1, 2017 and borrowings of $35.0 million under its credit facility with Hines related to the acquisition of the Queen’s Court Student Residences, and to record the pro forma effect of interest expense assuming the Company had approximately $45.0 million in permanent financing in place as of January 1, 2017 and borrowings of $15.0 million under the credit facility with Hines related to the acquisition of Venue Museum District. The weighted average interest rate for all of the borrowings used to acquire Rookwood, the Montrose Student Residences, the Queen’s Court Student Residences, and Venue Museum District was 2.86%, 2.00%, 2.81%, and 4.03%, respectively, as of the dates of acquisition of each property. If interest rates were to increase by 1/8th of a percent, interest expense would increase by approximately $397,250. |
(i) | To record the pro forma effect of the proceeds from the issuance of shares of the Company's common stock that were used to complete the acquisitions described in (a) and (d) above, less amounts received from financing described in (c) and (h) above. |
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