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, ~~2018~~2019



¨☐	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 Income Trust, 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)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

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

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



Large accelerated filer¨	☐	Accelerated filer¨	☐	Non-accelerated filer¨	~~(Do not check if a smaller reporting company)~~☒
Smaller reporting companyx	☒			Emerging growth companyx	☒
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.x				☒

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

As of August ~~9, 2018,~~1, 2019, approximately ~~19.2~~19.0 million shares of the registrant’s Class AX common stock, 20.0 million shares of the registrant’s Class TX common stock, 0.1 million shares of the registrant’s Class IX common stock, ~~0.8~~21.0 million shares of the registrant’s Class T common stock, ~~0.3~~5.6 million shares of the registrant’s Class D common stock and ~~5,946~~3.7 million shares of the registrant’s Class I common stock were outstanding.

TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1822
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3438
Item 4.	Controls and Procedures	3438
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3639
Item 1A.	Risk Factors	3639
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3839
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	4041

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

HINES GLOBAL INCOME TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2018				December 31, 2017			June 30, 2019			December 31, 2018
	(in thousands, except per share amounts)							(in thousands, except per share amounts)
ASSETS
Investment property, net	$	550,769			$	572,833		$	917,662		$	787,189
Investments in real estate-related securities								19,833			9,599
Cash and cash equivalents	33,780				18,170			34,353			27,138
Restricted cash	3,357				6,383			7,026			9,848
Derivative instruments	71				110			63			174
Tenant and other receivables, net	6,392				8,402			11,007			8,995
Intangible lease assets, net	84,348				95,137			54,086			90,697
Right-of-use asset, net								33,691			—
Deferred leasing costs, net	4,746				4,615			18,031			13,282
Other assets	3,394				3,367			3,012			1,907
Total assets	$	686,857		—	$	709,017		$	1,098,764		$	948,829
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued expenses	$	14,542			$	15,570		$	21,183		$	26,186
Due to affiliates	18,620				16,642			30,205			26,022
Intangible lease liabilities, net	14,907				15,939			18,290			18,034
Other liabilities	5,593				8,601			10,310			55,391
Distributions payable	1,844				1,868			2,860			2,024
Note payable to affiliate	—				11,200			—			55,000
Notes payable, net	362,008				365,652			596,812			487,439
Total liabilities	$	417,514			$	435,472		679,660			670,096

Commitments and contingencies (Note 11)	—				—			—			—

Equity:
Stockholders’ equity:
Preferred shares, $0.001 par value per share; 500,000 preferred shares authorized, none issued or outstanding as of June 30, 2018 and December 31, 2017	—				—
Preferred shares, $0.001 par value per share; 500,000 preferred shares authorized, none issued or outstanding as of June 30, 2019 and December 31, 2018								—			—
Common shares, $0.001 par value per share (Note 6)	40				39			62			44
Additional paid-in capital	336,437				336,761			533,778			371,274
Accumulated distributions in excess of earnings	(69,273		)		(68,193		)	(113,933		)	(91,711		)
Accumulated other comprehensive income (loss)	2,139				4,938			(803		)	(874		)
Total stockholders’ equity	269,343				273,545			419,104			278,733
Noncontrolling interests	—				—			—			—
Total equity	269,343				273,545			419,104			278,733
Total liabilities and equity	$	686,857			$	709,017		$	1,098,764		$	948,829

See notes to the condensed consolidated financial statements.

HINES GLOBAL INCOME TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three and Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
	(in thousands, except per share amounts)												(in thousands, except per share amounts)
Revenues:
Rental revenue	$	15,725		$	14,496		$	32,168		$	28,082		$	23,018		$	15,725		$	44,468		$	32,168
Other revenue	249			248			537			447			536			249			823			537
Total revenues	15,974			14,744			32,705			28,529			23,554			15,974			45,291			32,705
Expenses:
Property operating expenses	2,668			2,271			5,494			4,254			5,170			2,668			10,706			5,494
Real property taxes	2,018			2,971			4,099			5,091			2,699			2,018			5,297			4,099
Property management fees	344			253			656			478			940			344			1,644			656
Depreciation and amortization	6,959			7,611			14,300			14,905			9,741			6,959			19,069			14,300
Acquisition related expenses	10			230			144			2,091			13			10			17			144
Asset management and acquisition fees	1,214			1,221			2,420			7,656
Asset management fees													1,801			1,214			3,288			2,420
Performance participation allocation	1,185			—			2,777			—			1,476			1,185			2,597			2,777
General and administrative expenses	659			517			1,511			1,279			948			659			1,795			1,511
Total expenses	15,057			15,074			31,401			35,754			22,788			15,057			44,413			31,401
Income (loss) before other income (expenses)	917			(330		)	1,304			(7,225		)
Other income (expenses):
Gain (loss) on derivative instruments	(45		)	(27		)	(47		)	(74		)	(77		)	(45		)	(1,187		)	(47		)
Gain (loss) on investments in real estate-related securities													161			—			1,327			—
Gain on sale of real estate	—			—			14,491			—			—			—			—			14,491
Foreign currency gains (losses)	(291		)	234			(316		)	295			(267		)	(291		)	(336		)	(316		)
Interest expense	(2,677		)	(2,314		)	(5,491		)	(4,592		)	(4,317		)	(2,677		)	(8,514		)	(5,491		)
Interest income	34			4			47			13			244			34			372			47
Income (loss) before benefit (provision) for income taxes	(2,062		)	(2,433		)	9,988			(11,583		)	(3,490		)	(2,062		)	(7,460		)	9,988
Benefit (provision) for income taxes	654			325			(20		)	229			40			654			11			(20		)
Net income (loss)	(1,408		)	(2,108		)	9,968			(11,354		)	(3,450		)	(1,408		)	(7,449		)	9,968
Net (income) loss attributable to noncontrolling interests	(3		)	(3		)	(6		)	(6		)	(4		)	(3		)	(7		)	(6		)
Net income (loss) attributable to common stockholders	$	(1,411	)	$	(2,111	)	$	9,962		$	(11,360	)	$	(3,454	)	$	(1,411	)	$	(7,456	)	$	9,962
Basic and diluted income (loss) per common share	$	(0.04	)	$	(0.06	)	$	0.25		$	(0.36	)	$	(0.06	)	$	(0.04	)	$	(0.14	)	$	0.25
Weighted average number of common shares outstanding	39,489			34,582			39,443			31,985			57,004			39,489			52,049			39,443

Comprehensive income (loss):
Net income (loss)	$	(1,408	)	$	(2,108	)	$	9,968		$	(11,354	)	$	(3,450	)	$	(1,408	)	$	(7,449	)	$	9,968
Other comprehensive income (loss):
Foreign currency translation adjustment	(5,515		)	3,732			(2,799		)	4,150			2,091			(5,515		)	71			(2,799		)
Comprehensive income (loss)	$	(6,923	)	$	1,624		$	7,169		$	(7,204	)	$	(1,359	)	$	(6,923	)	$	(7,378	)	$	7,169
Comprehensive (income) loss attributable to noncontrolling interests	(3		)	(3		)	(6		)	(6		)	(4		)	(3		)	(7		)	(6		)
Comprehensive income (loss) attributable to common stockholders	$	(6,926	)	$	1,621		$	7,163		$	(7,210	)	$	(1,363	)	$	(6,926	)	$	(7,385	)	$	7,163

See notes to the condensed consolidated financial statements.

HINES GLOBAL INCOME TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(UNAUDITED)

(In thousands)



Hines Global Income Trust, Inc. Stockholders
	Common Shares				Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests
	Shares		Amount		Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests
Balance as of January 1, 2019	43,584		$	44	$	371,274		$	(91,711	)	$	(874	)	$	278,733		$	—
Issuance of common shares	6,109		7		62,886			—			—			62,893			—
Distributions declared	—		—		—			(6,704		)	—			(6,704		)	(3		)
Redemption of common shares	(362	)	—		(4,014		)	—			—			(4,014		)	—
Selling commissions, dealer manager fees and distribution and stockholder servicing fees	—		—		(4,366		)	—			—			(4,366		)	—
Offering costs	—		—		(1,240		)	—			—			(1,240		)	—
Net income (loss)	—		—		—			(4,002		)	—			(4,002		)	3
Foreign currency translation adjustment	—		—		—			—			(2,020		)	(2,020		)	—
Balance as of March 31, 2019	49,331		$	51	$	424,540		$	(102,417	)	$	(2,894	)	$	319,280		$	—
Issuance of common shares	11,785		11		121,908			—			—			121,919			—
Distributions declared	—		—		—			(8,062		)	—			(8,062		)	(4		)
Redemption of common shares	(402	)	—		(3,111		)	—			—			(3,111		)	—
Selling commissions, dealer manager fees and distribution and stockholder servicing fees	—		—		(8,511		)	—			—			(8,511		)	—
Offering costs	—		—		(1,048		)	—			—			(1,048		)	—
Net income (loss)	—		—		—			(3,454		)	—			(3,454		)	4
Foreign currency translation adjustment	—		—		—			—			2,091			2,091			—
Balance as of June 30, 2019	60,714		$	62	$	533,778		$	(113,933	)	$	(803	)	$	419,104		$	—

Hines Global Income Trust, Inc. Stockholders
Common Shares Additional Paid-in Capital Accumulated Distributions in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests
Shares Amount
Balance as of January 1, 2018 39,256
$ 39
$ 336,761
$ (68,193 ) $ 4,938
$ 273,545
$ —
Issuance of common shares 772
1
7,588
—
—
7,589
—
Distributions declared ⁽¹⁾
—
—
—
(11,042 ) —
(11,042 ) (6 )
Redemption of common shares (528 ) —
(6,244 ) —
—
(6,244 ) —
Selling commissions, dealer manager fees and distribution and stockholder servicing fees —
—
(24 ) —
—
(24 ) —
Offering costs —
—
(1,644 ) —
—
(1,644 ) —
Net income (loss) —
—
—
9,962
—
9,962
6
Foreign currency translation adjustment —
—
—
—
(2,799 ) (2,799 ) —
Balance as of June 30, 2018 39,500
$ 40
$ 336,437
$ (69,273 ) $ 2,139
$ 269,343
$ —

~~(1)~~

For the three months ended June 30, 2018, the Company declared cash distributions, net of any applicable distributions and stockholder servicing fees, of approximately $0.15 for Class AX, Class IX, Class D, and Class I shares, and $0.13 for Class TX, Class T, and Class S shares. For the six months ended June 30, 2018, the Company declared cash distributions, net of any applicable distributions and stockholder servicing fees, of approximately $0.30 for Class AX and Class I shares, $0.26 for Class TX, Class T, and Class S shares, and $0.29 for Class IX and Class D shares.



Hines Global Income Trust, Inc. Stockholders
	Common Shares				Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests
	Shares		Amount		Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests
Balance as of January 1, 2018	39,256		$	39	$	336,761		$	(68,193	)	$	4,938		$	273,545		$	—
Issuance of common shares	308		—		2,990			—			—			2,990			—
Distributions declared	—		—		—			(5,514		)	—			(5,514		)	(3		)
Redemption of common shares	(133	)	—		(2,032		)	—			—			(2,032		)	—
Selling commissions, dealer manager fees and distribution and stockholder servicing fees	—		—		4			—			—			4			—
Offering costs	—		—		(17		)	—			—			(17		)	—
Net income (loss)	—		—		—			11,373			—			11,373			3
Foreign currency translation adjustment	—		—		—			—			2,716			2,716			—
Balance as of March 31, 2018	39,431		$	39	$	337,706		$	(62,334	)	$	7,654		$	283,065		$	—
Issuance of common shares	464		1		4,598			—			—			4,599			—
Distributions declared	—		—		—			(5,528		)	—			(5,528		)	(3		)
Redemption of common shares	(395	)	—		(4,212		)	—			—			(4,212		)	—
Selling commissions, dealer manager fees and distribution and stockholder servicing fees	—		—		(28		)	—			—			(28		)	—
Offering costs	—		—		(1,627		)	—			—			(1,627		)	—
Net income (loss)	—		—		—			(1,411		)	—			(1,411		)	3
Foreign currency translation adjustment	—		—		—			—			(5,515		)	(5,515		)	—
Balance as of June 30, 2018	39,500		$	40	$	336,437		$	(69,273	)	$	2,139		$	269,343		$	—

Hines Global Income Trust, Inc. Stockholders
Common Shares Additional Paid-in Capital Accumulated Distributions in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests
Shares Amount
Balance as of January 1, 2017 26,542
$ 26
$ 224,134
$ (31,222 ) $ (2,755 ) $ 190,183
$ —
Issuance of common shares 10,166
10
100,128
—
—
100,138
—
Distributions declared⁽¹⁾
—
—
—
(8,699 ) —
(8,699 ) (6 )
Redemption of common shares (125 ) —
(1,198 ) —
—
(1,198 ) —
Selling commissions, dealer manager fees and distribution and stockholder servicing fees —
—
(7,968 ) —
—
(7,968 ) —
Offering costs —
—
(2,386 ) —
—
(2,386 ) —
Net income (loss) —
—
—
(11,360 ) —
(11,360 ) 6
Foreign currency translation adjustment —
—
—
—
4,150
4,150
—
Balance as of June 30, 2017 36,583
$ 36
$ 312,710
$ (51,281 ) $ 1,395
$ 262,860
$ —

~~(1)~~

For the three months ended June 30, 2017, the Company declared cash distributions, net of any applicable distributions and stockholder servicing fees, of approximately $0.15 for Class AX shares, $0.13 for Class TX shares, and $0.10 for Class IX shares. For the six months ended June 30, 2017, the Company declared cash distributions, net of any applicable distributions and stockholder servicing fees, of approximately $0.29 for Class AX shares, $0.25 for Class TX shares, and $0.10 for Class IX shares.

See notes to the condensed consolidated financial statements.

HINES GLOBAL INCOME TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(UNAUDITED)


	2018			2017			2019			2018
	(In thousands)						(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	9,968		$	(11,354	)	$	(7,449	)	$	9,968
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization	14,307			14,609			19,673			14,307
Gain on sale of real estate	(14,491		)	—			—			(14,491		)
Foreign currency (gains) losses	316			(295		)	336			316
(Gain) loss on derivative instruments	47			74			1,187			47
(Gain) loss on investments in real estate-related securities							(1,327		)	—
Changes in assets and liabilities:
Change in other assets	384			(493		)	(683		)	384
Change in tenant and other receivables	1,933			(2,675		)	(2,032		)	1,933
Change in deferred leasing costs	(4,335		)	(476		)	(5,616		)	(4,335		)
Change in accounts payable and accrued expenses	(198		)	5,016			(3,629		)	(198		)
Change in other liabilities	(2,947		)	503			(5,958		)	(2,947		)
Change in due to affiliates	1,755			(1,128		)	(2,680		)	1,755
Net cash from operating activities	6,739			3,781
Net cash from (used in) operating activities							(8,178		)	6,739
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in acquired properties and lease intangibles	—			(131,758		)	(182,714		)	—
Capital expenditures at operating properties	(8,095		)	(420		)	(3,886		)	(8,095		)
Proceeds from sale of real estate	37,087			—			—			37,087
Purchases of real estate-related securities							(14,086		)	—
Proceeds from settlement of real estate-related securities							5,180			—
Net cash from (used in) investing activities	28,992			(132,178		)	(195,506		)	28,992
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares	1,628			96,882			177,269			1,628
Redemption of common shares	(5,174		)	(1,196		)	(7,704		)	(5,174		)
Payment of offering costs	—			(2,319		)	(2,734		)	—
Payment of selling commissions, dealer manager fees and distribution and stockholder servicing fees	(1,322		)	(4,798		)	(5,570		)	(1,322		)
Distributions paid to stockholders and noncontrolling interests	(5,111		)	(3,866		)	(6,394		)	(5,111		)
Proceeds from notes payable	—			24,386			109,935			—
Payments on notes payable	(844		)	(819		)	(957		)	(844		)
Proceeds from related party note payable	15,500			7,000			44,000			15,500
Payments on related party note payable	(26,700		)	(63,000		)	(99,000		)	(26,700		)
Change in security deposit liability	100			(18		)	250			100
Deferred financing costs paid	(127		)	(405		)	(631		)	(127		)
Payments related to interest rate contracts	(10		)	(169		)	(39		)	(10		)
Net cash from (used in) financing activities	(22,060		)	51,678			208,425			(22,060		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	(1,087		)	745			(348		)	(1,087		)
Net change in cash, restricted cash and cash equivalents	12,584			(75,974		)	4,393			12,584
Cash, restricted cash and cash equivalents, beginning of period	24,553			99,713			36,986			24,553
Cash, restricted cash and cash equivalents, end of period	$	37,137		$	23,739		$	41,379		$	37,137

See notes to the condensed consolidated financial statements.

HINES GLOBAL INCOME TRUST INC, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

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 Income Trust, Inc. as of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the results of operations for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 and cash flows for the six months ended June 30, ~~2018~~2019 and ~~2017~~2018 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 included in Hines Global Income Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Hines Global Income Trust, Inc. (the “Company”), formerly known as Hines Global REIT II, Inc., was incorporated in Maryland on July 31, 2013, to invest in a diversified portfolio of quality commercial real estate properties and other real estate investments throughout the United States and internationally, and to a lesser extent, invest in real-estate related securities. The Company is sponsored by Hines Interests Limited Partnership (“Hines”), a fully integrated global real estate investment and management firm that has acquired, developed, owned, operated and sold real estate for over 60 years. The Company is managed by Hines Global REIT II Advisors LP (the “Advisor”), an affiliate of Hines. The Company ~~intends to conduct~~conducts substantially all of its operations through Hines Global REIT II Properties, LP (the “Operating Partnership”). An affiliate of the Advisor, Hines Global REIT II Associates LP, owns less than a 1% limited partner interest in the Operating Partnership as of June 30, ~~2018~~2019 and the Advisor also owns the special limited partnership interest in the Operating Partnership. The Company has elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2015.

As of June 30, ~~2018,~~2019, the Company owned direct real estate investments in ~~seven~~eleven properties totaling ~~2.5~~7.3 million square feet that were ~~98%~~96% leased. The Company raises capital for its investments through public offerings of its common stock. The Company commenced its initial public offering of up to $2.5 billion in shares of its common stock (the “Initial Offering”) in August 2014, and commenced its second public offering of up to $2.5 billion in shares of common stock including $500.0 million of shares offered under its distribution reinvestment plan (the “Follow-On Offering”) in December 2017. As of August ~~9, 2018,~~14, 2019, the Company had received gross offering proceeds of ~~$424.6~~$738.9 million from the sale of ~~43.3~~73.8 million shares through its public offerings, including shares issued pursuant to its distribution reinvestment plan.

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 Income Trust, Inc. and the Operating Partnership (over which the Company exercises financial and operating control). All intercompany balances and transactions have been eliminated in consolidation.

Investments in Real Estate-Related Securities

In the fourth quarter of 2018, the Company made its initial investments in real estate-related securities and as of June 30, 2019 has $20.0 million invested in these securities. These securities consist of common equities, preferred equities and debt investments of publicly traded REITs. The Company has elected to classify these investments as trading securities and carry such investments at fair value. These assets are valued on a recurring basis, which resulted in a realized gain of $165,000 and an unrealized loss of $4,000 for the three months ended June 30, 2019, and a realized gain of $228,000 and an unrealized gain of $1.1 million for the six months ended June 30, 2019, both of which are recorded in “gain (loss) on investments in real estate-related securities” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In July 2019, the Company made an additional $15.0 million investment in real estate-related securities.

Tenant and Other Receivables

Tenant and other ~~receivable balances consist~~receivables consists primarily of ~~base rents, tenant reimbursements and~~ receivables attributable to straight-line ~~rent. Straight-line~~ rent and receivables ~~were $4.4 million~~related to base rents and ~~$4.0 million as of June 30, 2018 and December 31, 2017, respectively.~~tenant reimbursements. Straight-line rent receivable consists of the difference between the tenants’ rents calculated on a straight-line basis from the date of acquisition or lease commencement over the remaining terms of the related leases and the tenants’ actual rents due under the lease ~~agreements~~agreements. Straight-line rent receivables were $7.3 million and ~~is included in tenant and other receivables in the accompanying consolidated condensed balance sheets.~~

As$5.8 million as of June 30, ~~2018~~2019 and December 31, 2017, tenant and other receivables included $0.7 million and $2.3 million, respectively, in receivables from third-parties related to working capital reserves and transactions costs related to the acquisition of the Queen’s Court Student Residences.2018, respectively.

Other Assets

Other assets included the following (in thousands):



	June 30, 2019		December 31, 2018
Prepaid insurance	$	806	$	493
Prepaid property taxes	347		80
Deferred tax assets ⁽¹⁾	979		844
Other	880		490
Other assets	$	3,012	$	1,907

June 30, 2018 December 31, 2017
Deferred offering costs ⁽¹⁾
$ 1,383
$ 1,525
Prepaid insurance 138
97
Prepaid property taxes —
76
Deferred tax assets 976
944
Other 897
⁽²⁾
725
Other assets $ 3,394
$ 3,367


(1)	~~Represents offering costs incurred by~~Includes the ~~Advisor which will be released into equity~~effects of a valuation allowance of $1.7 million and $0.8 million as ~~gross proceeds from the Follow-On Offering are raised. See~~ ~~Note 7—Related Party Transactions for additional information regarding the Company’s organization~~of June 30, 2019 and ~~offering costs.~~


~~(2)~~	~~Includes~~ ~~$0.5 million~~ ~~of capitalized acquisition costs related to pending acquisitions.~~ December 31, 2018, respectively.

~~Revenue Recognition~~

The Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") 2014-09 which superseded the revenue recognition requirements under previous guidance. We adopted ASU 2014-09 on January 1, 2018. ASU 2014-09 requires the use of a new five-step model to recognize revenue from contracts with customers. The five-step model requires that the Company identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when it satisfies the performance obligations. Management has concluded that the majority of the Company’s total revenue, with the exception of gains and losses from the sale of real estate, consist of rental income from leasing arrangements, which is specifically excluded from the standard. Excluding gains and losses on the sale of real estate (as discussed further below), the Company concluded that its remaining revenue streams were immaterial and, as such, the adoption of ASU 2014-09 did not have a material impact on the Company’s condensed consolidated financial statements.

As of January 1, 2018, the Company began accounting for the sale of real estate properties under ASU 2017-05 and provides for revenue recognition based on completed performance obligations, which typically occurs upon the transfer of ownership of a real estate asset. The Company sold 2819 Loker Avenue East on March 30, 2018, which was considered a non-financial real estate asset with no performance obligations subsequent to the transfer of ownership. The Company recognized a gain on sale of real estate of $14.5 million related to this sale. The Company has had no other sales of real estate assets since its inception.

Recently Adopted ~~Accounting Pronouncements~~

In May 2014, the FASB, issued ASU 2014-09 to provide guidance on recognizing revenue from contracts with customers. This ASU’s core objective is for an entity to recognize revenue based on the consideration it expects to receive in exchange for goods or services. The Company has evaluated controls around the implementation of ASU 2014-09 and there was no significant impact on our control structure. See “— Revenue Recognition” above for additional information regarding the adoption of this standard.

In October 2016, the FASB issued ASU 2016-16 which removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The ASU is intended to reduce the complexity of ASC 740 and the diversity in practice related to the tax consequences of certain types of intra-entity asset transfers. ASU 2016-16 will be effective for annual periods beginning after December 31, 2017. The Company adopted ASU 2016-16 beginning January 1, 2018 and recorded deferred tax assets, along with a full valuation allowance, related to its subsidiaries in Ireland.

for using the asset acquisition guidance and, accordingly, acquisition fees (if any) and expenses related to those acquisitions will be capitalized. The amendments to the FASB Accounting Standards Codification were effective for public entities for annual and interim periods in fiscal years beginning after December 15, 2017. The Company adopted ASU 2017-01 on January 1, 2018.

In February 2017, the FASB issued ASU 2017-05 to clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition, as amended, of an in substance nonfinancial asset. The provisions of ASU 2017-05 are effective for the Company as of January 1, 2018 as described above in “— Revenue Recognition.”

~~New~~ Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 which ~~will require~~requires companies that lease assets to recognize on the balance sheet the right-of-use assets and related lease ~~liabilities.~~liabilities (“ASC 842”). The accounting by companies that own the assets leased by the lessee (the lessor) ~~will remain~~remains largely unchanged from ~~current GAAP.~~the adoption of ASC 842. The ~~new standard requires a~~Company adopted ASC 842 beginning January 1, 2019 and is using the modified retrospective ~~transition approach for all leases existing at, or entered into after, the date of initial application, with an option~~approach. No adjustment to use certain transition relief. The guidance is effective for public entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted.opening retained earnings was required.

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

On January 1, 2019, the Company elected the following practical expedients:

The transition method in which the application date of January 1, 2019 is the beginning of the reporting period that the Company first applied the new guidance.

The practical expedient package which allows an entity not to reassess (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; (3) initial direct costs for any existing leases.

As an accounting policy election, a lessor may choose not to separate the non-lease components, by class of underlying assets, from the lease components and instead account for both types of components as a single component under certain conditions.

As an accounting policy election, a lessee may choose not to separate the non-lease components, by class of underlying assets, from the lease components and instead account for both types of components as a single component. The Company ~~is in~~elected to apply the ~~process~~practical expedient for all of ~~evaluating~~its leases to account for the lease and non-lease components as a single, combined operating lease component.

The Company completed its evaluation of the impact that the adoption of ~~ASU 2016-02~~ASC 842 will have on the Company’s consolidated financial statements relating to its leases ~~regardless of whether it is~~from both the lessee and lessor orperspective. Based on the ~~lessee. For leases in which~~Company’s analysis, the Company isidentified the ~~lessor, it~~following changes to result from its adoption of ASC 842:

Lessor Accounting

The Company is entitled to receive tenant reimbursements for operating expenses ~~such as real estate taxes, insurance and~~for common area ~~maintenance,~~maintenance. Based on guidance in these ASUs, such revenue is defined as a non-lease component, which would be accounted for in accordance with ASC 606. However, the Company elected to apply the practical expedient for all of ~~which it expects~~its leases to account for ~~these~~the lease and non-lease components as a single, combined operating lease ~~component since~~component.

Capitalization of leasing costs is limited to initial direct costs. Initial direct costs have been defined as incremental costs of a lease that would not have been incurred if the ~~timing~~lease had not been obtained. Legal costs are no longer capitalized, but expensed as incurred. There is no change in the Company’s accounting for lease inducements and commissions.

The Company’s existing leases continue to be classified as operating leases, however, leases entered into or modified after January 1, 2019 may be classified as either operating or sales-type leases, based on specific classification criteria. The Company believes all of its leases will continue to be classified as operating leases, and all operating leases will continue to have a similar pattern of ~~transfer is the same in accordance with ASU 2018-11. The Company has currently identified certain areas the Company believes may be impacted by the adoption of ASU 2016-02, which include:~~recognition as under current GAAP.

Lessee Accounting

The Company has a ground lease ~~agreement~~agreements in which the Company is the lessee ~~of the~~for land atunderneath Bishop’s Square that the Company ~~currently~~ accounts for as an operating lease. The Company previously recognized an amount related to this ground lease as part of the allocation of the purchase price of Bishop’s Square, which was recorded to intangible lease assets, net. The lease has a remaining term of 763 years. Upon adoption of ~~ASU 2016-02,~~ASC 842 on January 1, 2019, the Company ~~will record any rights~~determined the lease liability is immaterial and ~~obligations under this~~reclassified approximately €29.7 million (approximately $33.9 million assuming a rate of $1.14 per EUR as of January 1, 2019, the date of adoption) from intangible lease ~~as an~~assets, net to right-of-use asset, ~~and liability at fair value~~net in the Company’s ~~consolidated balance sheets.~~Condensed Consolidated Balance Sheets.

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

In August 2018, the FASB issued ASU No. 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement." This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. The ASU also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The Company is currently assessing the impact the adoption of this guidance will have on its financial statements.

3. INVESTMENT PROPERTY

Investment property consisted of the following amounts as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	June 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Buildings and improvements ⁽¹⁾	$	481,955		$	491,289		$	773,380		$	693,834
Less: accumulated depreciation	(23,240		)	(18,172		)	(40,003		)	(30,574		)
Buildings and improvements, net	458,715			473,117			733,377			663,260
Land	92,054			99,716			184,285			123,929
Investment property, net	$	550,769		$	572,833		$	917,662		$	787,189

(1)

Included in buildings and improvements is approximately $11.7 million and $4.3 million of construction-in-progress related to the expansion of Bishop’s Square as of June 30, 2018 and December 31, 2017, respectively. In October 2017, the Company commenced construction at Bishop’s Square to add an additional floor and make various upgrades to the property. The construction was completed in July 2019. Included in buildings and improvements is approximately $16.7 million and $14.5 million of construction-in-progress related to the expansion of Bishop’s Square as of June 30, 2019 and December 31, 2018, respectively.

Recent Acquisition of Investment Property

In ~~March 2018,~~May 2019, the Company ~~sold 2819 Loker Avenue East, a Class–A~~acquired ABC Westland, an industrial property located in ~~Carlsbad, California.~~ The ~~contract sales~~Hague, Netherlands. The net purchase price for ~~2819 Loker Avenue East~~ABC Westland was ~~$38.3 million.~~€116.4 million (approximately $130.3 million assuming a rate of $1.12 per EUR as of the acquisition date), exclusive of transaction costs and working capital reserves. The ~~Company acquired 2819 Loker Avenue East in December 2014~~amount recognized for ~~a contract~~the asset acquisition as of the acquisition date was determined by allocating the net purchase price of $25.4 million. The Company recognized a gain on sale of this asset of $14.5 million, which was recorded in gain on sale of real estate on the condensed consolidated statements of operations and comprehensive income (loss).as follows (in thousands):



Building and Improvements		Land	In-place Lease Intangibles	Out-of-Market Lease Intangibles, Net	Total
$74,059	⁽¹⁾	$59,664	$6,902	$(1,124)	$139,501


(1)	Amount includes approximately €14.1 million (approximately $15.8 million assuming a rate of $1.12 per EUR as of the acquisition date) of solar panels at date of acquisition, which are to be depreciated using the straight-line method assuming a useful life of 25 years.

As of June 30, ~~2018,~~2019, the cost basis and accumulated amortization related to lease intangibles are as follows (in thousands):


	Lease Intangibles									Lease Intangibles
	In-Place Leases			Out-of-Market Lease Assets			Out-of-Market Lease Liabilities			In-Place Leases⁽¹⁾				Out-of-Market Lease Assets				Out-of-Market Lease Liabilities
	In-Place Leases									In-Place Leases⁽¹⁾				Out-of-Market Lease Assets				Out-of-Market Lease Liabilities
Cost	$	108,287		Out-of-Market Lease Assets	$	4,705	Out-of-Market Lease Liabilities		$	(18,367	)	$	87,802			$	5,692			$	(23,458	)
Less: accumulated amortization	(26,797		)	(1,847		)	3,460			(36,950		)		(2,458		)		5,168
Net	$	81,490		$	2,858		$	(14,907	)	$	50,852			$	3,234			$	(18,290	)


(1)	The Company adopted ASC 842 beginning January 1, 2019 and reclassified certain assets from Intangible lease assets, net to Right-of-use asset, net in the Company’s Condensed Consolidated Balance Sheets. See Note 2—Summary of Significant Accounting Policies for more information on the adoption of ASC 842.

As of December 31, ~~2017,~~2018, the cost basis and accumulated amortization related to lease intangibles were as follows (in thousands):


	Lease Intangibles									Lease Intangibles
	In-Place Leases			Out-of-Market Lease Assets			Out-of-Market Lease Liabilities			In-Place Leases				Out-of-Market Lease Assets				Out-of-Market Lease Liabilities
	In-Place Leases									In-Place Leases				Out-of-Market Lease Assets				Out-of-Market Lease Liabilities
Cost	$	116,222		Out-of-Market Lease Assets	$	4,716	Out-of-Market Lease Liabilities		$	(18,490	)	$	118,585			$	5,558			$	(22,318	)
Less: accumulated amortization	(24,430		)	(1,371		)	2,551			(31,320		)		(2,126		)		4,284
Net	$	91,792		$	3,345		$	(15,939	)	$	87,265			$	3,432			$	(18,034	)

Amortization expense of in-place leases was ~~$3.8~~$4.6 million and ~~$4.8~~$3.8 million for the three months ended June 30, ~~2018~~2019 and ~~2017, respectively. Net amortization of out-of-market leases resulted in an increase to rental revenue of $0.2 million and $0.3 million for the three months ended June 30,~~ 2018, ~~and 2017, respectively.~~

~~Amortization expense of in-place leases was $7.8 million and $9.5 million for the six months ended June 30, 2018 and 2017,~~ respectively. Net amortization of out-of-market leases resulted in an increase to rental revenue of $0.5 million and ~~$0.6~~$0.2 million for the three months ended June 30, 2019 and 2018, respectively.

Amortization expense of in-place leases was $9.3 million and $7.8 million for the six months ended June 30, 2019 and 2018, respectively. Net amortization of out-of-market leases resulted in an increase to rental revenue of $0.6 million and ~~2017,~~$0.5 million for the six months ended June 30, 2019 and 2018, respectively.

Anticipated amortization of the Company’s in-place leases and out-of-market leases, net for the period from July 1, ~~2018~~2019 through December 31, ~~2018~~2019 and for each of the years ending December 31, ~~2019~~2020 through December 31, ~~2022~~2023 are as follows (in thousands):


	In-Place Lease		Out-of-Market Leases, Net			In-Place Lease		Out-of-Market Leases, Net
July 1, 2018 through December 31, 2018	$	6,267	$	(417	)
2019	$	10,103	$	(882	)
July 1, 2019 through December 31, 2019						$	7,462	$	(1,026	)
2020	$	7,862	$	(1,239	)	$	11,770	$	(1,673	)
2021	$	5,603	$	(1,065	)	$	7,388	$	(1,495	)
2022	$	3,611	$	(1,130	)	$	4,741	$	(1,314	)
2023						$	4,172	$	(988	)

Leases

~~Leases~~

The Company’s leases are generally for terms of 15 years or less and may include multiple options to extend the lease term upon tenant election. The Company’s leases typically do not include an option to purchase. Generally, the Company does not expect the value of its real estate assets to be impacted materially at the end of any individual lease term, as the Company is typically able to re-lease the space and real estate assets tend to hold their value over a long period of time. Tenant terminations prior to the lease end date occasionally result in a one-time termination fee based on the remaining unpaid lease payments including variable payments and could be material to the tenant. Many of the Company’s leases have increasing minimum rental rates during the terms of the leases through escalation provisions. In addition, the majority of the Company’s leases provide for separate billings for variable rent, such as, reimbursements of real estate taxes, maintenance and insurance and may include an amount based on a percentage of the tenants’ sales. Total billings related to expense reimbursements from tenants for the three and six months ended June 30, 2019, was $2.8 million and $5.7 million, respectively, which is included in Rental revenue on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has entered into non-cancelable lease agreements with tenants for space. As of June 30, ~~2018,~~2019, the approximate fixed future minimum rentals for the period from July 1, ~~2018~~2019 through December 31, ~~2018,~~2019, for each of the years ending December 31, ~~2019~~2020 through ~~2022~~2023 and thereafter related to the Company’s commercial properties are as follows (in thousands):


	Fixed Future Minimum Rentals		Fixed Future Minimum Rentals
July 1, 2018 through December 31, 2018	$	19,372
2019	35,875
July 1, 2019 through December 31, 2019			$	31,699
2020	29,645		58,037
2021	25,201		50,520
2022	20,093		42,001
2023			39,174
Thereafter	105,384		199,061
Total	$	235,570	$	420,492

During the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company did not earn more than 10% of its revenue from any individual tenant.

4. DEBT FINANCING

As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had approximately ~~$364.1~~$600.5 million and ~~$379.3~~$545.8 million of debt outstanding, with a weighted average ~~year~~years to maturity of ~~3.4~~3.0 years and ~~3.8~~2.9 years, respectively, and a weighted average interest rate of ~~2.72%~~2.49% and ~~2.63%~~2.85%, respectively. The following table provides additional information regarding the Company’s debt outstanding at June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


Description		Origination or Assumption Date	Maturity Date	Maximum Capacity in Functional Currency		Interest Rate Description	Interest Rate as of June 30, 2018	Principal Outstanding at June 30, 2018			Principal Outstanding at December 31, 2017				Origination or Assumption Date	Maturity Date	Maximum Capacity in Functional Currency		Interest Rate Description	Interest Rate as of June 30, 2019	Principal Outstanding at June 30, 2019			Principal Outstanding at December 31, 2018
Secured Mortgage Debt
Bishop's Square		3/3/2015	3/2/2022	€	55,200	Euribor + 1.30% ⁽¹⁾	1.30%	$	64,479		$	66,124			3/3/2015	3/2/2022	€	55,200	Euribor + 1.30% ⁽¹⁾	1.30%	$	62,740		$	63,171
Domain Apartments		1/29/2016	1/29/2020	$	34,300	Libor + 1.60%	3.69%	34,300			34,300				1/29/2016	1/29/2020	$	34,300	Libor + 1.60%	4.00%	34,300			34,300
Cottonwood Corporate Center		7/5/2016	8/1/2023	$	78,000	Fixed	2.98%	74,967			75,811				7/5/2016	8/1/2023	$	78,000	Fixed	2.98%	73,241			74,110
Goodyear Crossing II		8/18/2016	8/18/2021	$	29,000	Libor + 2.00%	3.98%	29,000			29,000				8/18/2016	8/18/2021	$	29,000	Libor + 2.00%	4.44%	29,000			29,000
Rookwood Commons		1/6/2017	7/1/2020	$	67,000	Fixed	3.13%	67,000			67,000				1/6/2017	7/1/2020	$	67,000	Fixed	3.13%	67,000			67,000
Rookwood Pavilion		1/6/2017	7/1/2020	$	29,000	Fixed	2.87%	29,000			29,000				1/6/2017	7/1/2020	$	29,000	Fixed	2.87%	29,000			29,000
Montrose Student Residences		3/24/2017	3/23/2022	€	22,605	Euribor + 1.85% ⁽²⁾	1.85%	26,405			27,079				3/24/2017	3/23/2022	€	22,605	Euribor + 1.85% ⁽²⁾	1.85%	25,693			25,869
Queen's Court Student Residences		12/18/2017	12/18/2022	£	29,500	Libor + 2.00% ⁽³⁾	2.57%	38,949			39,798				12/18/2017	12/18/2022	£	29,500	Libor + 2.00% ⁽³⁾	2.88%	37,436			37,565
Venue Museum District															9/21/2018	10/9/2020	$	45,000	Libor + 1.95% ⁽⁴⁾	4.36%	45,000			45,000
Fresh Park Venlo															10/3/2018	8/15/2023	€	75,000	Euribor + 1.50%⁽⁵⁾	1.50%	85,225			85,809
Maintal Logistics															2/21/2019	2/28/2024	€	23,500	Euribor + 1.10% ⁽⁶⁾	1.10%	26,621			—
ABC Westland															5/3/2019	2/15/2024	€	75,000	Euribor + 1.50%⁽⁷⁾	1.50%	85,245			—
Notes Payable	Notes Payable							$	364,100		$	368,112		Notes Payable							$	600,501		$	490,824
Affiliate Note Payable
Credit Facility with Hines		10/2/2017	12/31/2018	$	75,000	Variable	N/A	—			11,200				10/2/2017	12/31/2019	$	75,000	Variable	N/A	—			55,000
Total Note Payable to Affiliate	Total Note Payable to Affiliate							$	—		$	11,200		Total Note Payable to Affiliate							$	—		$	55,000
Total Principal Outstanding	Total Principal Outstanding							$	364,100		$	379,312		Total Principal Outstanding							$	600,501		$	545,824
Unamortized discount	Unamortized discount							(422		)	(528		)	Unamortized discount							(210		)	(316		)
Unamortized financing fees	Unamortized financing fees							(1,670		)	(1,932		)	Unamortized financing fees							(3,479		)	(3,069		)
Total	Total							$	362,008		$	376,852		Total							$	596,812		$	542,439


(1)	On the loan origination date, ~~and as extended on February 20, 2018,~~ the Company entered into a 2.00% Euribor interest rate cap agreement for ~~€55.2 million (approximately $64.5 million assuming a rate of $1.17 per EUR as of June 30, 2018)~~the full amount borrowed as an economic hedge against the variability of future interest rates on this borrowing.


(2)	On the loan origination date, the Company entered into a 1.25% Euribor interest rate cap agreement for €17.0 million (approximately ~~$19.8~~$19.3 million assuming a rate of ~~$1.17~~$1.14 per EUR as of June 30, ~~2018)~~2019) of the full amount borrowed as an economic hedge against the variability of future interest rates on this borrowing.


(3)	On the loan origination date, the Company entered into a 2.00% ~~Libor~~LIBOR interest rate cap agreement for £22.1 million (approximately ~~$29.2~~$28.1 million assuming a rate of ~~$1.32~~$1.27 per GBP as of June 30, ~~2018)~~2019) of the full amount borrowed as an economic hedge against the variability of future interest rates on this borrowing.


(4)	On the loan origination date, the Company entered into a 3.50% LIBOR interest rate cap agreement for the full amount borrowed as an economic hedge against the variability of future interest rates on this borrowing.


(5)	On the loan origination date, the Company entered into a 2.00% Euribor interest rate cap agreement for €52.5 million (approximately $59.7 million assuming a rate of $1.14 per EUR as of June 30, 2019) as an economic hedge against the variability of future interest rates on this borrowing.

(6)

In February 2019, the Company entered into a secured mortgage loan to fund the acquisition of Maintal Logistics, which was acquired on December 31, 2018. Funding for the acquisition, which relates to the $43.8 million recorded within other liabilities on the Condensed Consolidated Balance Sheet as of December 31, 2018, was not required until the loan closed in February 2019. On the loan origination date, the Company entered into a 2.00% Euribor interest rate cap agreement for €16.5 million (approximately $18.7 million assuming a rate of $1.14 per EUR as of June 30, 2019) as an economic hedge against the variability of future interest rates on this borrowing.


(7)	On the loan origination date, the Company entered into a 1.00% Euribor interest rate cap agreement for €52.5 million

(approximately $58.8 million assuming a rate of $1.12 per EUR as of June 30, 2019) as an economic hedge against the variability of future interest rates on this borrowing.

Hines Credit Facility

~~For~~During the ~~period from January 2018 through~~six months ended June ~~2018,~~30, 2019, the Company made draws of ~~$15.5~~$44.0 million and made payments of ~~$26.7~~$99.0 million under its ~~uncommitted loan agreement~~credit facility with Hines (the “Hines Credit Facility”) ~~with Hines for a maximum principal amount of $75.0 million. Additionally, from~~. The Company had no outstanding balance on June 30, 2019. From July 1, ~~2018~~2019 through August 14, ~~2018,~~2019, the Company made no ~~subsequent~~ draws or payments under ~~its~~the Hines Credit ~~Facility, which resulted in the Company having no outstanding balance under its Hines Credit Facility as of August 14, 2018.~~Facility.

Financial Covenants

The Company’s mortgage agreements and other loan documents for the debt described in the table above contain customary events of default, with corresponding grace periods, including payment defaults, bankruptcy-related defaults, and customary covenants, including limitations on liens and indebtedness and maintenance of certain financial ratios. As of June 30, 2019, Goodyear Crossing II was out of compliance with a loan covenant related to its secured mortgage debt. In August 2019, the lender provided a waiver of the covenant that was out of compliance, as the property met certain conditions set forth by the lender. The Company is not aware of any other instances of noncompliance with financial covenants on any of its other loans as of June 30, ~~2018.~~2019.

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, ~~2018~~2019 through December 31, ~~2018,~~2019, for each of the years ending December 31, ~~2019~~2020 through December 31, ~~2022~~2023 and for the period thereafter (in thousands).

Payments Due by Year
July 1, 2018 through December 31, 2018 2019 2020 2021 2022 Thereafter
Principal payments $ 856
$ 1,751
$ 132,104
$ 30,859
$ 131,748
$ 66,782



	Payments Due by Year
	July 1, 2019 through December 31, 2019		2020		2021		2022		2023		Thereafter
Principal payments	$	994	$	177,388	$	31,143	$	128,068	$	152,289	$	110,619

As of August 14, 2019, the Company is required to make $130.3 million in principal payments on its outstanding notes payable that mature through August 2020. The Company expects to be able to repay with cash on hand or proceeds raised from its current offering, or to be able to refinance the debt terms on the principal outstanding.

LIBOR is expected to be discontinued after 2021. As of June 30, 2019 the Company has one loan with a variable interest rate tied to LIBOR with a maturity beyond 2021. The loan agreement provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. However, there can be no assurances as to whether such replacement or alternative rate will be more or less favorable than LIBOR. The Company intends to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and work with its lenders to ensure any transition away from LIBOR will have minimal impact on its financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

5. DERIVATIVE INSTRUMENTS

The Company has entered into several interest rate cap contracts in connection with certain of its secured mortgage loans in order to limit its exposure against the variability of future interest rates on its variable interest rate borrowings. The Company’s interest rate cap contracts have economically limited the interest rate on the loan to which they relate. The Company has not designated these derivatives as hedges for accounting purposes. The Company has not entered into a master netting arrangement with its third-party counterparty and does not offset on its ~~condensed consolidated balance sheets~~Condensed Consolidated Balance Sheets the fair value amount recorded for its derivative instruments.

The Company has also entered into foreign currency forward contracts as economic hedges against the variability of foreign exchange rates related to certain cash flows of some of its international investments. These forward contracts fixed the currency exchange rates on each of the investments to which they related. The Company did not designate any of these contracts as fair value or cash flow hedges for accounting purposes. In December 2018, the Company entered into a €15.0 million foreign currency forward contract with an effective date of December 20, 2018 and a trade date of February 25, 2019, in connection with the funding of the Maintal Logistics acquisition. Additionally, in March 2019, the Company entered into an initial €46.0 million foreign currency forward contract with an effective date of March 1, 2019 and a trade date of March 20,

2019, in connection with the acquisition of ABC Westland. Upon settlement of the initial forward contract in March 2019, the Company entered into a new €46.0 million foreign currency forward contract in connection with the acquisition of ABC Westland with an effective date of March 31, 2019 and a trade date of April 3, 2019. See Note 3—Investment Property for additional information regarding the purchase of ABC Westland.

The table below provides additional information regarding the Company’s interest rate contracts (in thousands, except percentages).

Interest Rate Contracts
Type Effective Date Expiration Date
Notional Amount ⁽¹⁾
Interest Rate Received Pay Rate /Strike Rate
Interest rate cap March 3, 2015
April 25, 2020⁽²⁾
$ 64,479
Euribor 2.00 %
Interest rate cap March 24, 2017 March 23, 2022 $ 19,804
Euribor 1.25 %
Interest rate cap December 20, 2017 December 20, 2020 $ 29,212
Libor 2.00 %



Interest Rate Cap Contracts
Property	Effective Date	Expiration Date	Notional Amount ⁽¹⁾		Interest Rate Received	Pay Rate /Strike Rate
Bishop’s Square	March 3, 2015	April 25, 2020	$	62,735	Euribor	2.00	%
Montrose Student Residences	March 24, 2017	March 23, 2022	$	19,268	Euribor	1.25	%
Queen’s Court Student Residences	December 20, 2017	December 20, 2020	$	28,077	LIBOR	2.00	%
Venue Museum District	September 21, 2018	October 9, 2020	$	45,000	LIBOR	3.50	%
Fresh Park Venlo	October 8, 2018	August 15, 2023	$	59,652	Euribor	2.00	%
Maintal Logistics	February 28, 2019	February 28, 2024	$	18,695	Euribor	2.00	%
ABC Westland	May 3, 2019	February 15, 2024	$	58,800	Euribor	1.00	%


(1)	For notional amounts denominated in a foreign currency, amounts have been translated at a rate based on the rate in effect on June 30, ~~2018.~~2019.


~~(2)~~	On February 20, 2018, the Company extended the expiration date on its interest rate cap contract relating to the Bishop’s Square secured facility agreement with DekaBank Deutsche Girozentrale from April 25, 2018 to April 25, 2020.

The table below presents the effects of the changes in fair value of the Company’s derivative instruments in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Gain (Loss) Recorded on Derivative Instruments
	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Derivatives not designated as hedging instruments:
Interest rate caps	$	(151	)	$	(45	)	$	(311	)	$	(47	)
Foreign currency forward contracts	74			—			(876		)	—
Total gain (loss) on derivatives	$	(77	)	$	(45	)	$	(1,187	)	$	(47	)

6. STOCKHOLDERS’ EQUITY

Public Offering

On November 30, 2017, the Company (i) redesignated its issued and outstanding Class A shares of common stock, Class T shares of common stock, Class I shares of common stock and Class J shares of common stock as “Class AX shares,” “Class TX shares,” “Class IX shares” and “Class JX shares,” (collectively, the “IPO Shares”) respectively, and (ii) reclassified the authorized but unissued portion of its common stock into four additional classes of shares of common stock: “Class T shares,” “Class S shares,” “Class D shares,” and “Class I shares.” The Company is offering its shares of common stock in the Follow-On Offering in any combination of Class T shares, Class S shares, Class D shares and Class I shares (collectively, the “Follow-On Offering Shares”). All shares of the Company’s common stock have the same voting rights and rights upon liquidation, although distributions received by the Company’s stockholders are expected to differ due to the distribution and stockholder servicing fees payable with respect to the applicable share classes, which reduce distributions.

The Company complies with the FASB ASC 480 “Distinguishing Liabilities from Equity” which requires, among other things, that financial instruments that represent a mandatory obligation of the Company to repurchase shares be classified as liabilities and reported at settlement value. When shares are tendered for redemption and approved (or not prohibited) by the board of directors, the Company will reclassify such obligations from equity to an accrued liability based upon their respective settlement values and redeem those shares in the subsequent month pursuant to the Company’s current share redemption program.

Common Stock

As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had the following classes of shares of common stock authorized, issued and outstanding (in thousands):


	June 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
Class AX common stock, $0.001 par value per share	40,000	19,242	19,242	40,000	19,206	19,206	40,000	18,960	18,960	40,000	19,123	19,123
Class TX common stock, $0.001 par value per share	40,000	20,003	20,003	40,000	19,958	19,958	40,000	19,951	19,951	40,000	19,969	19,969
Class IX common stock, $0.001 par value per share	10,000	94	94	10,000	92	92	10,000	98	98	10,000	96	96
Class JX common stock, $0.001 par value per share	10,000	—	—	10,000	—	—	10,000	—	—	10,000	—	—
Class T common stock, $0.001 par value per share	350,000	123	123	350,000	—	—	350,000	15,021	15,021	350,000	2,858	2,858
Class S common stock, $0.001 par value per share	350,000	—	—	350,000	—	—	350,000	—	—	350,000	—	—
Class D common stock, $0.001 par value per share	350,000	38	38	350,000	—	—	350,000	4,497	4,497	350,000	1,479	1,479
Class I common stock, $0.001 par value per share	350,000	—	—	350,000	—	—	350,000	2,187	2,187	350,000	59	59

The tables below provide information regarding the issuances and redemptions of each class of the Company’s common stock during the six months ended June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands). There were no Class JX S and IS shares issued, redeemed or outstanding during the six months ended June 30, ~~2018.~~2019.


	Class AX				Class TX				Class IX			Class T			Class D			Total				Class AX				Class TX				Class IX			Class T			Class D				Class I			Total
	Shares		Amount		Shares		Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares	Amount		Shares	Amount		Shares		Amount		Shares	Amount		Shares		Amount
Balance as of January 1, 2018	19,206		$	19	19,958		$	20	92	$	—	—	$	—	—	$	—	39,256		$	39
Balance as of January 1, 2019																						19,123		$	19	19,969		$	21	96	$	—	2,858	$	3	1,479		$	1	59	$	—	43,584		$	44
Issuance of common shares	288		—		321		1		2	—		123	—		38	—		772		1		136		—		155		1		1	—		4,011	4		1,198		1		608	1		6,109		7
Redemption of common shares	(252	)	—		(276	)	—		—	—		—	—		—	—		(528	)	—		(163	)	—		(195	)	—		—	—		—	—		(4	)	—		—	—		(362	)	—
Balance as of June 30, 2018	19,242		$	19	20,003		$	21	94	$	—	123	$	—	38	$	—	39,500		$	40
Balance as of March 31, 2019																						19,096		$	19	19,929		$	22	97	$	—	6,869	$	7	2,673		$	2	667	$	1	49,331		$	51
Issuance of common shares																						134		—		154		—		1	—		8,152	8		1,824		2		1,520	1		11,785		11
Redemption of common shares																						(270	)	—		(132	)	—		—	—		—	—		—		—		—	—		(402	)	—
Balance as of June 30, 2019																						18,960		$	19	19,951		$	22	98	$	—	15,021	$	15	4,497		$	4	2,187	$	2	60,714		$	62


	Class AX				Class TX				Class IX			Total				Class AX				Class TX				Class IX			Class T			Class D			Total
	Shares		Amount		Shares		Amount		Shares	Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount
Balance as of January 1, 2017	16,468		$	16	10,074		$	10	—	$	—	26,542		$	26
Balance as of January 1, 2018																19,206		$	19	19,958		$	20	92	$	—	—	$	—	—	$	—	39,256		$	39
Issuance of common shares	2,921		3		7,232		7		13	—		10,166		10		145		—		162		—		1	—		—	—		—	—		308		—
Redemption of common shares	(116	)	—		(9	)	—		—	—		(125	)	—		(116	)	—		(17	)	—		—	—		—	—		—	—		(133	)	—
Balance as of June 30, 2017	19,273		$	19	17,297		$	17	13	$	—	36,583		$	36
Balance as of March 31, 2018																19,235		$	19	20,103		$	20	93	$	—	—	$	—	—	$	—	39,431		$	39
Issuance of common shares																143		—		159		1		1	—		123	—		38	—		464		1
Redemption of common shares																(136	)	—		(259	)	—		—	—		—	—		—	—		(395	)	—
Balance as of June 30, 2018																19,242		$	19	20,003		$	21	94	$	—	123	$	—	38	$	—	39,500		$	40

Distributions

With the authorization of the Company’s board of directors, the Company declared distributions monthly from January ~~2018~~2019 through ~~August 2018~~July 2019 at a gross distribution rate of ~~$0.05083~~$0.05208 per month for each share class (represents an annualized rate of $0.625 per share per year if this rate is declared for an entire year), less any applicable distribution and stockholder servicing fees.

Distributions ~~will be~~were made on all classes of the Company’s common stock at the same time. All distributions were 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 paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to the Company’s distribution reinvestment plan were reinvested in shares of the same class as the shares on which the distributions were 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 cash distributions declared to stockholders for each of the quarters ended during ~~2018~~2019 and ~~2017,~~2018, including the breakout between the distributions declared in cash and those reinvested pursuant to the Company’s distribution reinvestment plan (in thousands).


	Stockholders						Stockholders
Distributions for the Three Months Ended	Cash Distributions		Distributions Reinvested		Total Declared		Cash Distributions		Distributions Reinvested		Total Declared
2019
June 30, 2019							$	3,647	$	4,415	$	8,062
March 31, 2019							3,090		3,614		6,704
Total							$	6,737	$	8,029	$	14,766
2018
December 31, 2018							$	2,765	$	3,168	$	5,933
September 30, 2018							2,617		3,034		5,651
June 30, 2018	$	2,554	$	2,974	$	5,528	2,554		2,974		5,528
March 31, 2018	2,544		2,970		5,514		2,544		2,970		5,514
Total	$	5,098	$	5,944	$	11,042	$	10,480	$	12,146	$	22,626
2017
December 31, 2017	$	2,636	$	3,005	$	5,641
September 30, 2017	2,532		2,901		5,433
June 30, 2017 ⁽¹⁾	2,225		2,565		4,790
March 31, 2017 ⁽²⁾	1,833		2,076		3,909
Total	$	9,226	$	10,547	$	19,773


~~(1)~~	Includes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017, which were paid in cash or reinvested in shares on May 1, 2017.


~~(2)~~	Includes distributions declared as of daily record dates for the three months ended March 31, 2017, but excludes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017. These April 2017 distributions were paid in cash or reinvested in shares on May 1, 2017.

The table below outlines the net distributions declared for each class of shares for the three and six months ended June 30, 2019 and 2018. The net distributions presented below are representative of the gross distribution rate declared by the Company’s board of directors, less any applicable ongoing distribution and stockholder servicing fees.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Distributions declared per Class AX share, net	$	0.16	$	0.15	$	0.31	$	0.30
Distributions declared per Class TX share, net	$	0.13	$	0.13	$	0.26	$	0.26
Distributions declared per Class IX share, net	$	0.15	$	0.15	$	0.30	$	0.29
Distributions declared per Class T share, net	$	0.13	$	0.13	$	0.26	$	0.26
Distributions declared per Class S share, net	$	0.13	$	0.13	$	0.26	$	0.26
Distributions declared per Class D share, net	$	0.15	$	0.15	$	0.30	$	0.29
Distributions declared per Class I share, net	$	0.16	$	0.15	$	0.31	$	0.30

7. RELATED PARTY TRANSACTIONS

The table below outlines fees and expense reimbursements incurred that are payable by the Company to the Advisor and the Dealer Manager, Hines and its affiliates for the periods indicated below (in thousands):

Incurred
Three Months Ended June 30, Six Months Ended June 30, Unpaid as of
Type and Recipient 2018 2017 2018 2017 June 30, 2018 December 31, 2017
Selling Commissions- Dealer Manager $ 36
$ 1,388
$ 36
$ 3,035
$ —
$ —
Dealer Manager Fee- Dealer Manager 6
557
6
1,260
—
—
Distribution & Stockholder Servicing Fees- Dealer Manager —
1,615
—
3,673
6,952
8,249
Organization and Offering Costs- the Advisor 998
1,260
1,502
2,386
7,230
5,728
Acquisition Fees- the Advisor —
—
—
5,273
—
2
Asset Management Fees- the Advisor 1,214
1,221
2,420
2,383
1,284
1,561
Other- the Advisor ⁽¹⁾
280
216
672
493
230
464
Performance Participation Allocation- the Advisor⁽²⁾
1,185
—
2,777
—
2,777
251
Interest expense- Hines ⁽³⁾
11
107
198
388
—
10
Property Management Fees- Hines 248
193
459
381
14
37
Construction Management Fees- Hines 139
—
251
—
—
19
Leasing Fees- Hines 26
10
110
18
83
17
Expense Reimbursement- Hines (with respect to management and operations of the Company's properties) 409
311
885
671
50
304
Total $ 4,552
$ 6,878
$ 9,316
$ 19,961
$ 18,620
$ 16,642



	Incurred
	Three Months Ended June 30,				Six Months Ended June 30,				Unpaid as of
Type and Recipient	2019		2018		2019		2018		June 30, 2019		December 31, 2018
Selling Commissions- Dealer Manager ⁽¹⁾	$	2,390	$	36	$	3,560	$	36	$	1	$	4
Dealer Manager Fee- Dealer Manager	422		6		630		6		—		3
Distribution & Stockholder Servicing Fees- Dealer Manager	5,698		—		8,687		—		15,644		8,332
Organization and Offering Costs- the Advisor	1,048		998		2,288		1,502		8,555		9,001
Asset Management Fees- the Advisor	1,801		1,214		3,288		2,420		1,930		1,317
Other- the Advisor ⁽²⁾	730		280		1,223		672		509		691
Performance Participation Allocation- the Advisor ⁽³⁾	1,476		1,185		2,597		2,777		2,597		5,954
Interest expense- Hines and its affiliates ⁽⁴⁾	310		11		747		198		—		151
Property Management Fees- Hines and its affiliates	443		248		815		459		148		78
Development and Construction Management Fees- Hines and its affiliates	223		139		290		251		191		28
Leasing Fees- Hines and its affiliates	230		26		337		110		266		228
Expense Reimbursement- Hines and its affiliates (with respect to management and operations of the Company's properties)	983		409		1,795		885		364		235
Total	$	15,754	$	4,552	$	26,257	$	9,316	$	30,205	$	26,022


(1)	Some or all of these fees may be reallowed to participating broker dealers rather than being retained by the Dealer Manager.


(2)	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.

~~(2)~~(3)

~~As of December 6, 2017, through~~Through its ownership of the special limited partner interest in the Operating Partnership, the Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total return. Total return is defined as distributions paid or accrued plus the change in net asset value of the Company’s shares of common stock for the applicable period. This performance participation allocation is subject to ~~investors~~the Company earning a 5% total return annually (as defined above), after considering the effect of any losses carried forward from the prior period (as defined in the Operating Partnership agreement). The performance participation allocation accrues monthly and is payable after the completion of each calendar year.


~~(3)~~(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.

Financial Instruments Measured on a Recurring Basis

As described in “Note 5 — Derivative Instruments,” the Company entered into several interest rate contracts as economic hedges against the variability of future interest rates on its variable interest rate borrowings. The valuation of these derivative instruments is determined based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate contracts have been determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

Although the Company has determined the majority of the inputs used to value its interest rate contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. In adjusting the fair values of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds and guarantees. However, as of June 30, 2019 and 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuations of its derivatives. As a result, the Company has determined its derivative valuations are classified in Level 2 of the fair value hierarchy.

Additionally, as described in “Note 5 — Derivative Instruments,” the Company has entered into foreign currency forward contracts as economic hedges against the variability of foreign exchange rates. The valuation of these forward contracts is determined based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including currency exchange rate curves and implied volatilities. The Company has determined its foreign currency forward contracts valuations are classified in Level 2 of the fair value hierarchy, as they are based on observable inputs but are not traded in active markets.

In the fourth quarter of 2018, the Company made its initial investments in real estate-related securities and as of June 30, 2019 has $20.0 million invested in these securities. These securities consist of common equities, preferred equities and debt investments of publicly traded REITs. The Company has elected to classify these investments as trading securities and carry such investments at fair value. In July 2019, the Company made an additional $15.0 million investment in real estate-related securities. The following table summarizes activity for the Company’s real estate-related securities measured at fair value on a recurring basis, and excludes balances of uninvested cash in our managed account of $1.3 million and $62,000 as of June 30, 2019 and December 31, 2018, respectively.



	Basis of Fair Value Measurements
As of	Description	Fair Value of Assets		Quoted Prices In Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2019	Investments in real estate-related securities	$	19,833	$	19,833	$	—	$	—
December 31, 2018	Investments in real estate-related securities	$	9,599	$	9,599	$	—	$	—

Financial Instruments Fair Value Disclosures

As of June 30, 2019, the Company estimated that the fair value of its notes payable, excluding deferred financing costs, which had a book value of $600.5 million, was $596.7 million. As of December 31, 2018, the Company estimated that the fair value of its notes payable, excluding deferred financing costs, which had a book value of ~~$364.1~~$545.8 million, was ~~$358.8 million. As of December 31, 2017, the Company estimated that the fair value of its notes payable, excluding deferred financing costs, which had a book value of $379.3 million, was $376.5~~$540.3 million. 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~~invests the net proceeds from its public offerings ~~in a diversified~~into its 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~~assets and all of the Company’s consolidated revenues and property operating expenses ~~as of June 30, 2018~~ are from these real estate properties.

Management evaluates the ~~Company’s consolidated~~operating performance of each of its real estate properties ~~owned as of that date, other than 2819 Loker Avenue East, which was sold on March 30, 2018. As a result, the Company’s~~at an individual investment level and considers each investment to be an operating segment. The Company has aggregated its operating segments ~~have been classified~~ into ~~six~~seven reportable segments: domestic office investments, domestic residential/living investments, domestic retail investments, domestic ~~other~~industrial investments, international industrial investments, international office investments, and international residential/living investments.

The tables below provide additional information related to each of the Company’s segments (in thousands) and a reconciliation to the Company’s net income (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,				Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Total Revenue
Domestic office investments	$	4,110	$	3,806	$	8,138	$	7,596	$	4,128	$	4,110	$	8,337	$	8,138
Domestic residential/living investments	1,229		1,178		2,443		2,341		2,741		1,229		5,473		2,443
Domestic retail investments	5,010		4,866		10,054		9,647		4,903		5,010		9,852		10,054
Domestic other investments	1,312		1,911		3,290		3,822
Domestic industrial investments									1,099		1,312		2,185		3,290
International industrial investments									6,582		—		11,335		—
International office investments	1,963		2,224		4,062		4,291		1,860		1,963		3,791		4,062
International residential/living investments	2,350		759		4,718		832		2,241		2,350		4,318		4,718
Total Revenue	$	15,974	$	14,744	$	32,705	$	28,529	$	23,554	$	15,974	$	45,291	$	32,705

For the three and six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company’s total revenue was attributable to the following countries:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Total Revenue
United States	73	%	80	%	73	%	82	%	55	%	73	%	57	%	73	%
The Netherlands									24	%	—	%	21	%	—	%
Ireland	19	%	20	%	18	%	18	%	12	%	19	%	13	%	18	%
United Kingdom	8	%	—	%	9	%	—	%	5	%	8	%	5	%	9	%
Germany									4	%	—	%	4	%	—	%

For the three and six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, the Company’s property revenues in excess of expenses by segment were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Property revenues in excess of expenses⁽¹⁾
Domestic office investments	$	2,852	$	2,584	$	5,572	$	5,172	$	2,813	$	2,852	$	5,709	$	5,572
Domestic residential/living investments	816		764		1,590		1,509		1,340		816		2,784		1,590
Domestic retail investments	3,245		2,136		6,407		5,106		2,816		3,245		5,628		6,407
Domestic other investments	989		1,477		2,519		2,946
Domestic industrial investments									958		989		1,656		2,519
International industrial investments									3,743		—		6,321		—
International office investments	1,522		1,771		3,124		3,394		1,533		1,522		2,480		3,124
International residential/living investments	1,520		517		3,244		579		1,542		1,520		3,066		3,244
Property revenues in excess of expenses	$	10,944	$	9,249	$	22,456	$	18,706	$	14,745	$	10,944	$	27,644	$	22,456


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

As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company’s total assets by segment were as follows (in thousands):


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
Total Assets
Domestic office investments	$	128,292	$	130,901	$	127,441	$	130,021
Domestic residential/living investments	52,583		53,344		121,579		126,175
Domestic retail investments	199,596		202,093		196,686		199,819
Domestic other investments	50,358		76,745
Domestic industrial investments					51,821		51,103
International industrial investments					336,747		190,001
International office investments	125,908		116,494		121,466		122,471
International residential/living investments	115,192		121,919		108,385		111,803
Corporate-level accounts	14,928		7,521		34,639		17,436
Total Assets	$	686,857	$	709,017	$	1,098,764	$	948,829

As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company’s total assets were attributable to the following countries:


	June 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
Total Assets
United States	65	%	67	%	49	%	55	%
Ireland	25	%	23	%	15	%	18	%
The Netherlands					26	%	15	%
United Kingdom	10	%	10	%	6	%	7	%
Germany					4	%	5	%

For the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 the Company’s reconciliation of the Company’s property revenues in excess of expenses to the Company’s net income (loss) is as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Reconciliation to property revenue in excess of expenses
Net income (loss)	$	(1,408	)	$	(2,108	)	$	9,968		$	(11,354	)	$	(3,450	)	$	(1,408	)	$	(7,449	)	$	9,968
Depreciation and amortization	6,959			7,611			14,300			14,905			9,741			6,959			19,069			14,300
Acquisition related expenses	10			230			144			2,091			13			10			17			144
Asset management and acquisition fees	1,214			1,221			2,420			7,656
Asset management fees													1,801			1,214			3,288			2,420
Performance participation allocation	1,185			—			2,777			—			1,476			1,185			2,597			2,777
General and administrative expenses	659			517			1,511			1,279			948			659			1,795			1,511
(Gain) loss on derivative instruments	45			27			47			74			77			45			1,187			47
(Gain) loss on real estate-related securities													(161		)	—			(1,327		)	—
Gain on sale of real estate	—			—			(14,491		)	—			—			—			—			(14,491		)
Foreign currency (gains) losses	291			(234		)	316			(295		)	267			291			336			316
Interest expense	2,677			2,314			5,491			4,592			4,317			2,677			8,514			5,491
Interest income	(34		)	(4		)	(47		)	(13		)	(244		)	(34		)	(372		)	(47		)
(Benefit) provision for income taxes	(654		)	(325		)	20			(229		)	(40		)	(654		)	(11		)	20
Total property revenues in excess of expenses	$	10,944		$	9,249		$	22,456		$	18,706		$	14,745		$	10,944		$	27,644		$	22,456

10. SUPPLEMENTAL CASH FLOW DISCLOSURES

Supplemental cash flow disclosures for the six months ended June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):


	Six Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2019		2018
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	5,025	$	4,087	$	7,947	$	5,025
Supplemental Schedule of Non-Cash Investing and Financing Activities
Distributions declared and unpaid	$	1,844	$	1,648	$	2,860	$	1,844
Distributions reinvested	$	5,961	$	4,386	$	7,543	$	5,961
Shares tendered for redemption	$	1,090	$	147	$	596	$	1,090
Other receivables	$	—	$	500
Non-cash net liabilities assumed	$	—	$	1,652	$	2,686	$	—
Assumption of mortgage upon acquisition of property	$	—	$	95,260
Offering costs payable to the Advisor	$	1,502	$	67	$	2,288	$	1,502
Selling commissions, dealer manager fees and distribution and stockholder servicing fees payable to the Dealer Manager	$	—	$	3,226
Distribution and stockholder servicing fees payable to the Dealer Manager					$	8,687	$	—
Accrued capital additions	$	2,636	$	218	$	2,282	$	2,636
Accrued acquisition costs					$	164	$	—

11. 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.

12. SUBSEQUENT EVENTS

The Promenade Shops at Briargate

In August 2019, the Company entered into a purchase and sale agreement to purchase The Promenade Shops at Briargate, a retail center located in Colorado Springs, Colorado. The contract purchase price for The Promenade Shops at Briargate is expected to be approximately $93.2 million, exclusive of transaction costs and closing prorations. The Company expects to fund the acquisition using proceeds from the Follow-on Offering. The Company funded a $2.0 million earnest money deposit in August 2019. There is no guarantee that this sale will be consummated and the Company’s deposit may not be refunded in such event. The Company expects the closing of this acquisition to occur in September 2019, subject to a number of closing conditions. However, the Company can provide no assurance that this acquisition will close on the expected timeline or at all.

*****

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in Item 1 in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with our audited consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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:




—	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 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;

—	Our ability to complete acquisitions of properties under contract;

—	Risks associated with conflicts of interests that result from our relationship with our Advisor and Hines, as well as conflicts of interests certain of our officers and directors face relating to the positions they hold with other entities;

—	The potential need to fund tenant improvements, lease-up costs or other capital expenditures, as well as increases in property operating expenses and costs of compliance with environmental matters or discovery of previously undetected environmentally hazardous or other undetected adverse conditions at our properties;

—	The availability and timing of distributions we may pay is uncertain and cannot be assured;



—	Our distributions have been paid using cash flows from financing activities, including proceeds from our public 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 U.S. 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~~under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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.

The Company

Hines Global Income Trust, Inc. (“Hines Global”), formerly known as Hines Global REIT II, Inc., was formed as a Maryland corporation on July 31, 2013, for the purpose of investing in a diversified portfolio of quality commercial real estate properties and other real estate investments located throughout the United States and ~~internationally, and to a lesser extent, invest in real-estate related securities.~~internationally. Hines Global is sponsored by Hines Interests Limited Partnership (“Hines”), a fully integrated global real estate investment and management firm that has acquired, developed, owned, operated and sold real estate for over 60 years. The Company has elected to be taxed as a ~~real estate investment trust (“REIT”)~~REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2015.

We raise capital for our investments through public offerings of our common stock. We commenced our initial public offering of up to $2.5 billion in shares of our common stock (the “Initial Offering”) in August 2014 and commenced our second public offering of up to $2.5 billion in shares of common stock including $500.0 million of shares offered under our distribution reinvestment plan (the “Follow-On Offering”) in December 2017. It is our intention to conduct a continuous offering for an indefinite period of time by conducting additional offerings of our shares of common stock following the conclusion of the Follow-On Offering. As of August ~~9, 2018,~~14, 2019, we had received gross offering proceeds of ~~$424.6~~$738.9 million from the sale of ~~43.3~~73.8 million shares through our public offerings, including shares issued pursuant to our distribution reinvestment plan.

Portfolio Highlights

We intend to meet our primary investment objectives by investing in a portfolio of quality commercial real estate properties and other real estate investments that relate to properties that are generally diversified by geographic area, lease expirations and tenant industries. As of June 30, ~~2018,~~2019, we owned ~~seven~~eleven real estate investments consisting of ~~2.5~~7.3 million square feet that were ~~98%~~96% leased.

We sold 2819 Loker Avenue East on March 30, 2018 for a contract sales price of $38.3 million. We acquired 2819 Loker Avenue East in December 2014 for a net purchase price of $25.4 million and recognized a $14.5 million gain on the sale.

The following chart depicts the percentage of our portfolio’s investment types based on the estimated value of each real estate investment as of June 30, ~~2018~~2019 (“Estimated Values”), which are consistent with the values used to determine our net asset value (“NAV”) per share on that date.

The following charts depict the location of our real estate investments as of June 30, ~~2018.~~2019. Approximately ~~62%~~46% of our portfolio is located throughout the United States and approximately ~~38%~~54% is located ~~internationally.~~internationally, based on the Estimated Values.

The following table provides additional information regarding each of our properties and is presented as of June 30, ~~2018.~~2019.


Property		Location	Investment Type	Date Acquired/ Net Purchase Price (in millions) ⁽¹⁾	Estimated Going-in Capitalization Rate ⁽²⁾	Leasable Square Feet	Percent Leased			Location	Investment Type	Date Acquired/ Net Purchase Price (in millions) ⁽¹⁾	Estimated Going-in Capitalization Rate ⁽²⁾	Leasable Square Feet	Percent Leased
Bishop’s Square		Dublin, Ireland	Office	3/2015; $103.2	6.1%	153,387	89	%		Dublin, Ireland	Office	3/2015; $103.2	6.1%	182,370	100	%
Domain Apartments		Las Vegas, Nevada	Residential/Living	1/2016; $58.1	5.5%	331,038	95	%		Las Vegas, Nevada	Residential/Living	1/2016; $58.1	5.5%	331,038	96	%
Cottonwood Corporate Center		Salt Lake City, Utah	Office	7/2016; $139.2	6.9%	490,030	98	%		Salt Lake City, Utah	Office	7/2016; $139.2	6.9%	487,283	97	%
Goodyear Crossing II		Phoenix, Arizona	Industrial	8/2016; $56.2	8.5%	820,384	100	%		Phoenix, Arizona	Industrial	8/2016; $56.2	8.5%	820,384	100	%
Rookwood		Cincinnati, Ohio	Retail	1/2017; $193.7	6.0%	573,991	97	%		Cincinnati, Ohio	Retail	1/2017; $193.7	6.0%	567,335	96	%
Montrose Student Residences		Dublin, Ireland	Residential/Living	3/2017; $40.6	5.5%	53,827	100	%		Dublin, Ireland	Residential/Living	3/2017; $40.6	5.5%	53,835	100	%	⁽³⁾
Queen’s Court Student Residences		Reading, United Kingdom	Residential/Living	10/2017; $65.3	6.2%	79,115	100	%		Reading, United Kingdom	Residential/Living	10/2017; $65.3	6.2%	79,115	91	%	⁽³⁾
Venue Museum District										Houston, Texas	Residential/Living	9/2018; $72.9	3.9%	294,964	93	%
Fresh Park Venlo										Venlo, Netherlands	Industrial	10/2018; $136.3	6.7%	2,863,628	93	%
Maintal Logistics										Frankfurt, Germany	Industrial	12/2018; $43.8	5.7%	387,253	96	%
ABC Westland										The Hague, Netherlands	Industrial	5/2019; $130.3	6.2%	1,268,515	97	%
Total for All Investments	Total for All Investments					2,501,772	98	%	Total for All Investments					7,335,720	96	%


(1)	~~The~~For acquisitions ~~of Bishop’s Square, the Montrose Student Residences and the Queen’s Court Student Residences were~~ denominated in a foreign ~~currencies, and~~currency, amounts have been translated to U.S. dollars at a rate based on the exchange rate in effect on the acquisition date.

(2)

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.


(3)	For our student housing properties, percent leased as of June 30, 2019 reflects the leased percentage as of the most recent school year.

NAV and Distributions

We began determining ~~a net asset value (“NAV”)~~an NAV per share on a monthly basis as of the end of January 2018. ~~Our~~Since that time, our NAV per share has increased from $9.69 as of August 31, 2017 to ~~$9.91~~$10.15 as of June 30, ~~2018~~2019 as illustrated in the chart below. Set forth below is additional historical information regarding our NAV per share since February 29, 2016 (the date as of which our board of directors first determined an NAV per share).

Please see our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 17, ~~2018~~2019 for additional information concerning the methodology used to determine, and the limitations of, the NAV per share as of June 30, ~~2018.~~2019. Please see our Annual Reports on Form 10-K for the years ended December 31, ~~2016~~2018 and December 31, 2017 as well as our Current Reports on Form 8-K for additional information concerning the NAV per share determined as of prior dates.

~~Prior to~~Our board of directors determined an NAV per share of $9.03 as of February 29, ~~2016,~~2016. Prior thereto, $8.92 was considered to be the “net investment value” per share of our ~~shares~~common stocks, which was equal to the offering price per share of $10.00 in effect at that time, as arbitrarily determined by our board of directors, net of the applicable selling commissions, dealer manager fees and issuer costs.

Set forth below is information regarding our gross annualized distribution rate, excluding any applicable distribution and stockholder servicing fees, since October 1, 2014 (the date our board first authorized distributions to be declared). As illustrated in the chart below, we ~~maintained~~increased our gross annualized distribution rate offrom $0.61 per share to $0.625 per share for the three and six months ended June 30, ~~2018.~~2019.


1.	With the authorization of our board of directors, we declared distributions as of daily record dates and paid them on a monthly basis through December 31, 2017. Beginning in January 2018, we ~~have~~began, and intend to continue, to declare distributions as of monthly record dates and pay them on a monthly basis.

We have not generated and we may continue to be unable to generate sufficient cash flows from operations to fully fund ~~distributions paid.~~distributions. Therefore, some or all of our distributions have been and may continue to be paid, and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from the sales of assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees. See “— Financial Condition, Liquidity and Capital Resources” for additional information concerning our distributions.

Performance Summary of Share Classes

~~financings, proceeds~~

The table below discloses the total returns for the classes of shares that are no longer available for investment in our current public offering. The total returns shown reflect the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any distribution per share declared during the period. The total returns shown are calculated assuming reinvestment of distributions pursuant to our DRP, are derived from unaudited financial information, and are net of all Hines expenses, including general and administrative expenses, transaction related expenses, management fees, the performance participation allocation, and share class specific fees, but exclude the impact of early redemption deductions on the redemption of shares that have been outstanding for less than one year. The inception dates for the Class AX Shares, Class TX Shares, and Class IX Shares are October 1, 2014, September 1, 2015, and May 1, 2017, respectively. The returns have been prepared using unaudited data and valuations of the underlying investments in our portfolio, which are estimates of fair value and form the basis for our NAV per share. Valuations based upon unaudited reports from the underlying investments may be subject to later adjustments, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated.



As of June 30, 2019
Shares Class	1-Year		3-Year		ITD
Class AX Shares (No Sales Load)	8.92	%	11.82	%	11.04	%
Class AX Shares (With Sales Load)	N/A		6.96	%	7.57	%
Class TX Shares (No Sales Load)	7.84	%	10.51	%	10.23	%
Class TX Shares (With Sales Load)	N/A		8.08	%	8.20	%
Class IX Shares (No Sales Load)	8.65	%	N/A		9.08	%
Class IX Shares (With Sales Load)	N/A		N/A		8.62	%

The table below discloses the total returns for the classes of shares that are available for investment in our current public ~~offerings, cash advances by~~offering. Class I Shares and Class D Shares are sold without an upfront sales load. The total returns shown reflect the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any distribution per share declared during the period. The total returns shown are calculated assuming reinvestment of distributions pursuant to our ~~Advisor and/or cash resulting~~DRP, are derived from ~~a waiver or deferral~~unaudited financial information, and are net of all Hines Global expenses, including general and administrative expenses, transaction related expenses, management fees, the performance participation allocation, and share class specific fees, but exclude the impact of early redemption deductions on the redemption of shares that have been outstanding for less than one year. The inception date for Class I, Class D, Class S and Class T Shares is December 6, 2017. Class T Shares and Class S Shares listed as (With Sales Load) reflect the returns after the maximum up-front selling commission and dealer manager fees, which total 3.5% for both share classes. Class T Shares and Class S Shares listed as (No Sales Load) exclude up-front selling commissions and dealer manager fees. ~~See “— Financial Condition, Liquidity~~The returns have been prepared using unaudited data and ~~Capital Resources”~~valuations of the underlying investments in our portfolio, which are estimates of fair value and form the basis for ~~additional information concerning~~ our ~~distributions.~~NAV per share. Valuations based upon unaudited reports from the underlying investments may be subject to later adjustments, may not correspond to realized value and may not accurately reflect the price at which assets could be liquidated.



As of June 30, 2019
Shares Class	1-Year		ITD
Class I Shares	8.92	%	9.94	%
Class D Shares	8.65	%	9.65	%
Class S Shares (No Sales Load)	7.84	%	8.81	%
Class S Shares (With Sales Load)	4.07	%	6.16	%
Class T Shares (No Sales Load)	7.84	%	8.81	%
Class T Shares (With Sales Load)	4.07	%	6.16	%

Critical Accounting Policies

Each of our critical accounting policies ~~involves~~involve 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~~judgment 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, ~~2017 in Management’s~~2018 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no significant changes to our policies during ~~2018.~~2019.

Financial Condition, Liquidity and Capital Resources

Our principal demands for funds are to make real estate investments, including investments in real estate-related securities and capital expenditures, 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 offrom our public offerings, debt proceeds and proceeds from the sales of real estate investments. As described above under the heading “—NAV and Distributions,” we may be required to continue to fund distributions from sources other than cash flows from operations.

We expect that once we have fully invested the proceeds of our public offerings 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, purchase of real estate-related securities and other working capital ~~needs.~~needs, including the payment of distributions and redemptions. Our real estate-related securities portfolio may have embedded leverage, including through the use of reverse repurchase agreements and derivatives, including, but not limited to, total return swaps, securities lending arrangements and credit default swaps. 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. Further, 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. As of June 30, ~~2018,~~2019 our portfolio was approximately ~~48%~~49% leveraged, based on the Estimated Values of our real estate ~~investments.~~investments owned as of that date, with a weighted average interest rate of 2.49%.

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 following discussions ~~below~~ provide additional details regarding our cash flows.

Cash Flows from Operating Activities

Our real estate properties generate cash ~~flow~~flows in the form of rental revenues, which are used to pay direct leasing costs, property-level operating expenses and interest payments. Additionally, we incur corporate level costs and ~~expenses~~fees such as general and administrative expenses, ~~acquisition expenses and acquisition fees (prior to January 2018),~~ asset management fees, and the performance participation ~~allocation.~~allocation as well as interest expense on our credit facility with Hines.

Net cash ~~provided by~~from operating activities for the six months ended June 30, ~~2018 increased~~2019 decreased by ~~$3.0~~$14.9 million as compared to the same period in the prior ~~year, which~~year. This change is primarily due to ~~a reduction in acquisition-related fees and expenses for~~ the ~~six months~~payment of the performance participation allocation of $6.0 million accrued as of December 31, 2018 related to the year then ended, ~~June 30, 2018. We acquired three properties~~which was paid to the Advisor during the six months ended June 30, ~~2017, but did not acquire any properties~~2019. This change is also attributable to an increase in costs associated with leasing activities, including tenant inducement payouts, during the six months ended June 30, 2018. We paid $8.6 million in acquisition-related fees and expenses during the six months ended June 30, 2017 that reduced operating cash flows since they were incurred prior to the adoption ASU 2017-01.

~~Excluding the $8.6 million in acquisition-related fees and expenses paid during the six months ended June 30, 2017, operating cash flows decreased for the six months ended June 30, 2018~~2019 as compared to the ~~six months ended June 30, 2017, primarily due to~~same period in the ~~sale~~prior year, as well as other decreases explained in Results of ~~2819 Loker Avenue East and the timing of payments and receipts at several of our properties.~~Operations—Same Store Analysis.

Cash Flows from Investing Activities

Net cash used in investing activities for the six months ended June 30, ~~2018~~2019 and ~~2017~~2018 were primarily due to the following:

Six months ended June 30, 2019

Payment of $182.7 million, primarily related to the acquisition of Maintal Logistics and ABC Westland. Maintal Logistics was acquired in December 2018, but funding for the acquisition was not required until the debt closed in February 2019.

Capital expenditures of approximately $3.9 million, primarily related to development work at Bishop’s Square and various capital improvements at our other properties. With respect to the development work at Bishop’s Square, the Company commenced construction in October 2017 and the project was completed in July 2019.

Payments of $14.1 million to purchase real estate-related securities. We also received proceeds of $5.2 million from the sales of real estate-related securities.

Six months ended June 30, 2018

Capital expenditures of approximately $8.1 million, primarily related to development work at Bishop’s Square and various capital improvements at our other properties. With respect to the development works at Bishop’s Square, we expect the total construction costs to approximate €14.7 million (approximately $17.2 million assuming a rate of $1.17 per EUR as of June 30, 2018) and for the development works to be complete in the fourth quarter of 2018.

We received proceeds of $37.1 million from the sale of 2819 Loker Avenue East, a ~~Class–~~Class A industrial property located in Carlsbad, California, on March 30, 2018. We sold 2819 Loker Avenue East for a contract sales price of $38.3 million and we acquired 2819 Loker Avenue East in December 2014 for a net purchase price of $25.4 million.

~~Six months ended June 30, 2017~~

~~Payment of $131.8 million related to the acquisition of Rookwood Commons and Rookwood Pavilion and the Montrose Student Residences.~~

Cash Flows from Financing Activities

Public Offerings

~~During~~We raised gross proceeds of $177.3 million from our Follow-On Offering during the six months ended June 30, ~~2017, we raised gross proceeds of $96.9 million from our public offering,~~2019, excluding proceeds from the distribution reinvestment plan. We ~~recently~~ commenced our Follow-On Offering in December 2017, and ~~have~~during the six months ended June 30, 2018 had not yet raised ~~significant~~any gross ~~proceeds related to our Follow-On Offering in 2018.~~proceeds. In addition, during the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, we redeemed $7.7 million and $5.2 million ~~and $1.2 million~~in shares of our common stock pursuant to our share redemption program, respectively. The increase in share redemptions is primarily due to our restructuring in 2017 and related modification to our share redemption program, which increased the number of shares that may be redeemed in each period.

In addition to the investing activities described previously, we have used proceeds from our public offerings to make certain payments to our Advisor, our Dealer Manager and Hines and their affiliates during the various phases of our organization and operation which 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 organization and offering costs. During the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, we made payments of ~~$1.3~~$5.6 million and ~~$4.8~~$1.3 million, respectively, for selling commissions, dealer manager fees and distribution and stockholder servicing fees related to our ~~public offerings.~~Follow-On Offering. The ~~decrease~~increase in selling commissions, dealer manager fees and distribution and stockholder servicing fees for the six months ended June 30, ~~2018~~2019 as compared to the same period in ~~2017~~2018 is due to the ~~reduction~~increase of capital raised ~~and~~since our restructuring and related modifications in our Follow-On Offering, which ~~includes a reduction of the selling commissions, dealer manager fees and distribution and stockholder servicing fees payable to the Dealer Manager~~commenced in ~~connection with the Follow-On Offering as compared to those charged on shares issued during our Initial Offering.~~December 2017.

~~Through~~Until December 5, 2017, we also used proceeds from the Initial Offering to make payments to our Advisor for the reimbursement of organization and offering costs that were deemed issuer costs. For the six months ended June 30, 2017, we reimbursed our Advisor $2.3 million for these organization and offering costs. Effective December 6, 2017,31, 2018, the Advisor ~~agreed to advance~~advanced all of our organization and offering costs, consisting of issuer costs and certain underwriting costs (but excluding selling commissions, dealer manager fees and distribution and stockholder servicing fees) related to our public offerings, ~~through December 31, 2018. We will reimburse~~which totaled $9.0 million. In January 2019, we began reimbursing the Advisor in ratable amounts over 60 months for all such advanced expenses, as well as any organization and offering costs incurred ~~in prior periods related~~subsequent to ~~our Initial Offering, ratably from 2019 through 2023,~~December 31, 2018, to the extent cumulative organization and offering costs paid by the Company do not exceed an amount equal to 2.5% of gross offering proceeds from our public offerings. The total reimbursement related to organization and offering costs, selling commissions, dealer manager fees and distribution and stockholder servicing fees may not

exceed 15.0% of gross proceeds from our public offerings. For the six months ended June 30, 2019, we reimbursed the Advisor $2.7 million for organization and offering costs.

Distributions

~~With the authorization of our board of directors, we declared distributions as of daily record dates and paid them on a monthly basis through December 31, 2017. Beginning in~~In January 2018, we ~~have~~began and intend to continue to declare distributions as of monthly record dates and pay them on a monthly basis. With the authorization of our board of directors, we declared monthly distributions from January ~~2018~~2019 through ~~August 2018~~July 2019 at a gross distribution rate of ~~$0.05083~~$0.05208 per month for each share class less any applicable distribution and stockholder servicing fees. Distributions ~~will be~~are made on all classes of the Company’s common stock at the same time. All distributions were paid in cash or reinvested in shares of the Company’s common stock for those stockholders participating in ~~the Company’s~~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 our distribution reinvestment plan were or will be reinvested in shares of the same class as the shares on which the distributions are made. Some or all of the cash distributions may be paid from sources other than cash flows from operations.

Distributions paid to stockholders during the six months ended June 30, 2019 and 2018 ~~and 2017~~ were ~~$11.1~~$13.9 million and ~~$8.2~~$11.1 million, respectively, including those reinvested in shares pursuant to our distribution reinvestment plan. We have not generated and we may continue to be unable to generate 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 and during the offering phase, are likely to be paid at least partially from other sources, such as proceeds from the sales of assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees. We have not placed a cap on the amount of distributions that may be paid from any of these sources. For example, for the six months ended June 30, ~~2018~~2019 and June 30, ~~2017,~~2018, we funded ~~39%~~100% and ~~45%~~39% of total distributions with cash flows from other sources such as cash flows from investing activities, respectively, which may include proceeds from the sale of real estate and/or cash flows from financing activities, which may include offering proceeds. As described previously, we paid acquisition fees and acquisition-related expenses of $8.6 million for the six months ended June 30, 2017. Acquisition fees and acquisition-related expenses were expensed prior to the adoption of ASU 2017-01 and therefore reduced cash flows from operating activities for that period. However, we funded such acquisition fees and acquisition-related expenses with proceeds from our public offerings and/or acquisition-related indebtedness.

The following table outlines our total distributions declared to stockholders for each ~~of the quarters~~quarter during ~~2018~~2019 and ~~2017,~~2018, including the breakout between the distributions declared in cash and those reinvested pursuant to our distribution reinvestment plan (in thousands, except percentages).


	Stockholders						Distributions Paid With Cash Flows From Operating Activities ⁽¹⁾				Stockholders						Distributions Paid With Cash Flows From Operating Activities⁽¹⁾
Distributions for the Three Months Ended	Cash Distributions		Distributions Reinvested		Total Declared						Cash Distributions		Distributions Reinvested		Total Declared
2019
June 30, 2019											$	3,647	$	4,415	$	8,062	$	—	—	%
March 31, 2019											3,090		3,614		6,704		—		—	%
Total											$	6,737	$	8,029	$	14,766	$	—	—	%
2018
December 31, 2018											$	2,765	$	3,168	$	5,933	$	3,091	52	%
September 30, 2018											2,617		3,034		5,651		5,654		100	%
June 30, 2018	$	2,554	$	2,974	$	5,528	$	2,065	37	%	2,554		2,974		5,528		2,065		37	%
March 31, 2018	2,544		2,970		5,514		4,674		85	%	2,544		2,970		5,514		4,674		85	%
Total	$	5,098	$	5,944	$	11,042	$	6,739	61	%	$	10,480	$	12,146	$	22,626	$	15,484	68	%
2017
December 31, 2017	$	2,636	$	3,005	$	5,641	$	—	—	%
September 30, 2017	2,532		2,901		5,433		3,869		71	%
June 30, 2017 ⁽²⁾	2,225		2,565		4,790		4,793		100	%
March 31, 2017 ⁽³⁾	1,833		2,076		3,909		—		—	%
Total	$	9,226	$	10,547	$	19,773	$	8,662	44	%


(1)	Includes distributions paid to noncontrolling interests.


~~(2)~~	~~Includes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017.~~


~~(3)~~	Includes distributions declared as of daily record dates for the three months ended March 31, 2017, but excludes $1.5 million of distributions that were declared on March 23, 2017 with respect to daily record dates for each day during the month of April 2017. These April 2017 distributions were paid in cash or reinvested in shares on May 1, 2017.

Debt Financings

As mentioned ~~previously,~~above under “—Financial Condition, Liquidity and Capital Resources,” our portfolio was approximately ~~48%~~49% leveraged as of June 30, ~~2018~~2019 (based on the Estimated Values) ~~with~~. Our total loan principal outstanding had a weighted average interest rate of ~~2.72%.~~2.49% as of June 30, 2019. Below is additional information regarding our loan activity for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018. See “Note 4 — Debt ~~Financing~~Financing” for additional information regarding our outstanding ~~debt.~~debt and our interest rate exposure.

Six months ended June 30, 2019

We entered into $109.9 million of permanent mortgage financing related to the acquisitions of Maintal Logistics, which was acquired on December 31, 2018, and ABC Westland, which was acquired on May 3, 2019. Funding for the Maintal Logistics acquisition was not required until the loan closed in February 2019.

We borrowed $44.0 million under the Hines Credit Facility primarily to provide cash for the acquisitions of Maintal Logistics and ABC Westland, and made payments of $99.0 million on this facility. We had no outstanding balance under this facility as of June 30, 2019.


•	We made payments of $0.6 million in financing costs primarily related to our mortgage loans.

Six months ended June 30, 2018

We borrowed $15.5 million under the Hines Credit Facility primarily to provide cash for the Bishop’s Square expansion and made payments of $26.7 million on this facility in April 2018 using proceeds received from the sale of 2819 Loker Avenue East. We had no outstanding balance under this facility as of June 30, 2018.

~~Six months ended June 30, 2017~~

~~We assumed $96.0 million in mortgage loans related to the acquisition of Rookwood which was recorded as a significant non-cash financing activity in our statement of cash flows.~~

We entered into $24.4 million of permanent mortgage financing related to the acquisition of the Montrose Student Residences and paid $0.2 million to purchase an interest rate cap to effectively cap the Euribor interest rate at 1.25% with a notional amount of €17.0 million (approximately $18.3 million assuming a rate of $1.08 per EUR as of the date of the agreement).

~~We made payments of $0.4 million in financing costs related to the mortgage loans at Rookwood and the Montrose Student Residences.~~

~~We borrowed $7.0 million under the Hines Credit Facility and made payments of $63.0 million on this facility. We had no outstanding balance under this facility as of June 30, 2017.~~

Results of Operations

Same Store Analysis

The following table presents the property-level revenues in excess of expenses for the three months ended June 30, ~~2018~~2019, as compared to the same period in ~~2017,~~2018, by reportable segment. Same-store properties for the three months ended June 30, ~~2018~~2019 includes ~~six~~seven properties that were 98% leased as of June 30, ~~2018 compared to 98% leased as of~~2019 and June 30, ~~2017.~~2018. In total, property revenues in excess of expenses of the same-store properties ~~increased 14%~~decreased 4% for the three months ended June 30, ~~2018~~2019 as compared to the same period in ~~2017.~~2018.

Below is additional information regarding our same-store results and other financial results with variances from the comparative period. All amounts are in thousands, except for percentages:


	Three Months Ended June 30,					Change						Three Months Ended June 30,					Change
	2018			2017		$				%		2019		2018			$				%
Property revenues in excess of expenses⁽¹⁾
Same-store properties
Domestic office investments	$	2,854		$	2,585	$	269			10	%	$	2,813	$	2,852		$	(39	)		(1	)%
Domestic residential/living investments	816			764		52				7	%	838		816			22				3	%
Domestic retail investments	3,245			2,136		1,109			⁽²⁾	52	%	2,816		3,245			(429		)	⁽²⁾	(13	)%
Domestic other investments	1,007			1,015		(8		)		(1	)%
Domestic industrial investments												958		1,009			(51		)		(5	)%
International office investments	1,522			1,771		(249		)		(14	)%	1,533		1,522			11				1	%
International residential/living investments	590			517		73				14	%	1,542		1,520			22				1	%
Total same-store properties	$	10,034		$	8,788	$	1,246			14	%	$	10,500	$	10,964		$	(464	)		(4	)%
Recent acquisitions	930			—		930				—	%	4,245		—			4,245				100	%
Disposed properties	(20		)	461		(481		)		(104	)%	—		(20		)	20				(100	)%
Total property revenues in excess of expenses	$	10,944		$	9,249	$	1,695			18	%	$	14,745	$	10,944		$	3,801			35	%


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


(2)	~~Increase~~The decrease is primarily due to ~~increased~~a decline in revenue resulting from the early move-out of two tenants, as well as various increases in property ~~tax expense incurred during the prior period related to a property that was acquired in 2017.~~operating expenses.

The following table presents the property-level revenues in excess of expenses for the six months ended June 30, ~~2018~~2019, as compared to the same period in ~~2017,~~2018, by reportable segment. Same-store properties for the six months ended June 30, ~~2018~~2019 includes ~~four~~seven properties that were ~~99% leased as of June 30, 2018 compared to~~ 98% leased as of June 30, ~~2017.~~2019 and June 30, 2018. In total, property revenues in excess of expenses of the same-store properties ~~only increased 2%~~decreased 8% for the six months ended June 30, ~~2018~~2019 as compared to the same period in ~~2017. Therefore, changes are primarily related to our recent acquisitions.~~2018.

Below is additional information regarding our same-store results and other financial results with variances from the comparative period. All amounts are in thousands, except for percentages:


	Six Months Ended June 30,				Change					Six Months Ended June 30,				Change
	2018		2017		$			%		2019		2018		$				%
Property revenues in excess of expenses⁽¹⁾
Same-store properties
Domestic office investments	$	5,571	$	5,175	$	396		8	%	$	5,710	$	5,572	$	138			2	%
Domestic residential/living investments	1,590		1,509		81			5	%	1,687		1,590		97				6	%
Domestic other investments	2,033		2,023		10			—	%
Domestic retail investments										5,628		6,407		(779		)	⁽²⁾	(12	)%
Domestic industrial investments										1,656		2,036		(380		)	⁽³⁾	(19	)%
International office investments	3,124		3,394		(270		)	(8	)%	2,480		3,124		(644		)	⁽⁴⁾	(21	)%
International residential/living investments										3,066		3,244		(178		)		(5	)%
Total same-store properties	$	12,318	$	12,101	$	217		2	%	$	20,227	$	21,973	$	(1,746	)		(8	)%
Recent acquisitions	9,652		5,681		3,971			70	%	7,417		—		7,417				100	%
Disposed properties	486		924		(438		)	(47	)%	—		483		(483		)		(100	)%
Total property revenues in excess of expenses	$	22,456	$	18,706	$	3,750		20	%	$	27,644	$	22,456	$	5,188			23	%


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


(2)	The decrease is primarily due to a decline in revenue resulting from the early move-out of two tenants, as well as various increases in property operating expenses.


(3)	The decrease is primarily due to a decline in revenue, primarily resulting from the free rent period of a tenant’s amended lease. The lease was amended in the fourth quarter of 2018 and the free rent period expired in March 2019.

(4)

The decrease is primarily due to a decline in revenue at Bishop’s Square as a result of the free rent period of a tenant’s amended lease. The lease was amended in the fourth quarter of 2018 and the free rent period remains ongoing. Additionally, an increase in operating expenses resulted from the adoption of ASC 842 due to the Company no longer capitalizing legal fees as leasing costs, but instead expensing legal fees as incurred.

Other Changes

The table below includes additional information regarding changes in our results of operations for the three months ended June 30, ~~2018,~~2019, including explanations for significant ~~changes:~~changes. All amounts are in thousands, except for percentages:


	Three Months Ended June 30,				Change					Three Months Ended June 30,				Change
	2018		2017		$			%		2019		2018		$			%
Other
Depreciation and amortization	$	6,959	$	7,611	$	(652	)	(9	)%	$	9,741	$	6,959	$	2,782		40	%
Acquisition related expenses	$	10	$	230	$	(220	)	(96	)%	$	13	$	10	$	3		30	%
Asset management and acquisition fees	$	1,214	$	1,221	$	(7	)	(1	)%
Asset management fees										$	1,801	$	1,214	$	587		48	%
Performance participation allocation	$	1,185	$	—	$	1,185		—	%	$	1,476	$	1,185	$	291		25	%
General and administrative expenses	$	659	$	517	$	142		27	%	$	948	$	659	$	289		44	%
Interest expense	$	2,677	$	2,314	$	363		16	%	$	4,317	$	2,677	$	1,640		61	%
Benefit (provision) for income taxes	$	654	$	325	$	329		101	%	$	40	$	654	$	(614	)	(94	)%

Depreciation and amortization: Depreciation and amortization expense ~~decreased~~increased for the three months ended June 30, ~~2018~~2019 compared to the three months ended June 30, ~~2017~~2018 primarily due to ~~fully amortized in-place lease intangibles.~~

~~Acquisition related expenses:~~ ~~Acquisition related expenses represent third-party costs related to the acquisition of our~~ real estate investments ~~including those properties which we may acquire in future periods. These costs vary significantly from one acquisition to~~acquired during the ~~next~~last six months of 2018 and ~~generally tend to be higher for our international acquisitions.~~first six months of 2019.

~~Performance participation allocation:~~Asset management fees: We accrued $1.2 million related to the performance participation allocation as a result of the total return being greater than the 5% hurdle amount during the three months ended June 30, 2018. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. See ~~Note 7—Related Party Transactions, for additional information regarding the performance participation allocation. The Operating Partnership~~

~~Agreement was amended effective December 2017 to provide for the performance participation allocation. As a result, there was no performance participation allocation~~Asset management fees increased for the three months ended June 30, ~~2017.~~2019 as compared to the three months ended June 30, 2018 primarily due to real estate investments acquired during the last six months of 2018 and first six months of 2019.

Performance participation allocation: Performance participation allocation increased for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to changes in our NAV per share as well as the increase in our distribution rate per share, which occurred in January 2019.

General and administrative expenses: General and administrative expenses increased for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to increased legal costs and shareholder costs. We generally expect our G&A costs to increase as we continue raising capital from our Follow-On Offering.

Interest expense: Interest expense increased for the three months ended June 30, ~~2018 as a result of~~2019 due to an increase in our principal outstanding during the ~~periods.~~period resulting from real estate investments acquired during the last six months of 2018 and first six months of 2019.

Benefit (provision) for income taxes: ~~Benefit~~Provision for income taxes ~~increased by $0.3 million~~changed from a $654,000 benefit for the three months ended June 30, 2018 ~~as compared~~ to a $40,000 benefit for the three months ended June 30, ~~2017~~2019 as a result of changes in our deferred tax assets and liabilities related to book / tax timing differences at our international subsidiaries.

The table below includes additional information regarding changes in our results of operations for the six months ended June 30, ~~2018,~~2019, including explanations for significant ~~changes:~~changes. All amounts are in thousands, except for percentages:


	Six Months Ended June 30,					Change					Six Months Ended June 30,					Change
	2018			2017		$			%		2019		2018			$			%
Other
Depreciation and amortization	$	14,300		$	14,905	$	(605	)	(4	)%	$	19,069	$	14,300		$	4,769		33	%
Acquisition related expenses	$	144		$	2,091	$	(1,947	)	(93	)%	$	17	$	144		$	(127	)	(88	)%
Asset management and acquisition fees	$	2,420		$	7,656	$	(5,236	)	(68	)%
Asset management fees											$	3,288	$	2,420		$	868		36	%
Performance participation allocation	$	2,777		$	—	$	2,777		—	%	$	2,597	$	2,777		$	(180	)	(6	)%
General and administrative expenses	$	1,511		$	1,279	$	232		18	%	$	1,795	$	1,511		$	284		19	%
Gain on sale of real estate	$	14,491		$	—	$	14,491		—	%	$	—	$	14,491		$	(14,491	)	N/A*
Interest expense	$	5,491		$	4,592	$	899		20	%	$	8,514	$	5,491		$	3,023		55	%
Benefit (provision) for income taxes	$	(20	)	$	229	$	(249	)	(109	)%	$	11	$	(20	)	$	31		(155	)%

* Not a meaningful percentage

Depreciation and amortization: Depreciation and amortization expense increased for the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily due to real estate investments acquired during the last six months of 2018 and first six months of 2019.

Asset management fees: Asset management fees increased for the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 primarily due to real estate investments acquired during the last six months of 2018 and first six months of 2019.

Performance participation allocation: Performance participation allocation decreased for the six months ended June 30, ~~2018~~2019 compared to the six months ended June 30, ~~2017~~2018 primarily due to ~~fully amortized in-place lease intangibles.~~

~~Acquisition related expenses:~~ ~~Acquisition related expenses represent third-party costs related to~~changes in our NAV per share between the ~~acquisition of our real estate investments, including those properties which we may acquire in future~~ periods. ~~These costs vary significantly from one acquisition to the next and generally tend to be higher for our international acquisitions. We acquired three properties during~~NAV per share increased by only $0.05 throughout the six months ended June 30, ~~2017, but did not acquire any properties~~2019, while a total increase of $0.22 per share was seen during the six months ended June 30, 2018.

~~Asset management~~General and ~~acquisition fees:~~administrative expenses: We incurred acquisition fees during the six months ended June 30, 2017 as a result of our acquisitions of real estate investments during that period. Effective as of December 6, 2017, we no longer pay acquisition fees to our Advisor.

~~Performance participation allocation:~~ We accrued $2.8 million related to the performance participation allocation as a result of the total return being greater than the 5% hurdle amount during the six months ended June 30, 2018. The performance participation allocation accrues monthlyGeneral and ~~is payable after the completion of each calendar year. See~~ ~~Note 7~~—Related Party Transactions, for additional information regarding the performance participation allocation. The Operating Partnership Agreement was amended effective December 2017 to provide for the performance participation allocation. As a result, there was no performance participation allocationadministrative expenses increased for the six months ended June 30, ~~2017.~~2019 compared to the six months ended June 30, 2018 primarily due to increased legal costs and shareholder costs. We generally expect our G&A costs to increase as we continue raising capital from our Follow-On Offering.

Gain on sale of real estate: We sold 2819 Loker Avenue East for a contract sales price of $38.3 million on March 30, 2018 and we acquired 2819 Loker Avenue East in December 2014 for a net purchase price of $25.4 million. We recognized a gain of $14.5 million related to this sale. We had no property dispositions during the six months ended June 30, ~~2017.~~2019.

Interest expense: Interest expense increased for the six months ended June 30, ~~2018 as a result of~~2019 due to an increase in our principal outstanding during the ~~periods.~~period resulting from real estate investments acquired during the last six months of 2018 and first six months of 2019.

Benefit (provision) for income taxes: Provision for income taxes changed from a ~~$229,000 benefit for the six months ended June 30, 2017 to a~~ $20,000 provision for the six months ended June 30, 2018 to a $11,000 benefit for the six months ended June 30, 2019 as a result of changes in our deferred tax assets and liabilities related to book / tax timing differences at our international subsidiaries.

~~Funds from Operations and Modified~~ Funds from Operations

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating metric. FFO is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and is widely recognized by investors and analysts as one measure of operating performance of a real estate company. FFO excludes items such as real estate depreciation and amortization. Depreciation and amortization, as applied in accordance with

GAAP, implicitly assumes that the value of real estate assets diminishes predictably over time and also assumes that such assets are adequately maintained and renovated as required in order to maintain their value. Since real estate values have historically risen or fallen with market conditions such as occupancy rates, rental rates, inflation, interest rates, the business cycle, unemployment and consumer spending, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for real estate companies using historical cost accounting alone is insufficient. In addition, FFO excludes gains and losses from the sale of real estate and impairment charges related to

depreciable real estate assets and in-substance real estate equity investments, which we believe provides management and investors with a helpful additional measure of the historical performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. A property will be evaluated for impairment if events or circumstances indicate that the carrying amount may not be recoverable (i.e. the carrying amount exceeds the total estimated undiscounted future cash flows from the property). Undiscounted future cash flows are based on anticipated operating performance, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows. While impairment charges are excluded from the calculation of FFO as described above, stockholders are cautioned that we may not recover any impairment charges.

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

In addition to FFO, management uses MFFO, as defined by the Investment Program Association (the “IPA”), except that we further adjust MFFO by eliminating the performance participation allocation (as described below), as a non-GAAP supplemental financial performance measure to evaluate our operating performance. The IPA has recommended the use of MFFO as a supplemental measure for publicly registered, non-listed REITs to enhance the assessment of the operating performance of a non-listed REIT. MFFO is not equivalent to our net income or loss as determined under GAAP. MFFO may not be useful as a measure of the long-term operating performance of our investments and our calculation of MFFO may not be comparable to those of other publicly registered, non-listed REITs that operate with a limited life and targeted exit strategy. MFFO includes funds generated by the operations of our real estate investments and funds used in our corporate-level operations. MFFO is based on FFO, but includes certain additional adjustments which we believe are appropriate. Such items include reversing the effects of straight-line rent revenue recognition, fair value adjustments to derivative instruments that do not qualify for hedge accounting treatment and certain other items as described below. Some of these adjustments are necessary to address changes in the accounting and reporting rules under GAAP such as the accounting for acquisition-related expenses from a capitalization/depreciation model to an expensed-as-incurred model that were put into effect in 2009 and other changes to GAAP rules for real estate subsequent to the establishment of NAREIT’s definition of FFO. These changes in the accounting and reporting rules under GAAP affected all industries, and as a result of these changes, acquisition fees and expenses are typically accounted for as operating expenses under GAAP. Management believes these fees and expenses do not affect our overall long-term operating performance. These changes also have prompted a significant increase in the magnitude of non-cash and non-operating items included in FFO, as defined. Such items include amortization of out-of-market lease intangible assets and liabilities and certain tenant incentives.

The purchase of properties, and the corresponding expenses associated with that process, including any acquisition fees and expenses, is a key operational feature of our business plan to generate operational income and cash flows in order to make distributions to our stockholders. MFFO excludes any acquisition fees payable to our Advisor and acquisition expenses. As described above, prior to the adoption of ASU 2017-01, under GAAP, acquisition fees and expenses were characterized as operating expenses in determining operating net income prior to 2018. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to our stockholders. All paid and accrued acquisition fees and expenses with respect to the acquisition of a property negatively impact our operating performance during the period in which the property is acquired and will have negative effects on returns to our stockholders, the potential for future distributions, and future cash flows, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property, the related acquisition fees and expenses and other costs related to such property. In addition, if we acquire a property after all offering proceeds from our public offerings have been invested, there will not be any offering proceeds to pay the corresponding acquisition-related costs. Accordingly, unless our Advisor determines to waive the payment of any then-outstanding acquisition-related costs otherwise payable to our Advisor, such costs will be paid from additional debt, operational earnings or cash flow, net proceeds from the sale of properties, or ancillary cash flows. Therefore, MFFO may not be an accurate indicator of our operating performance, especially during periods in which properties are being acquired. Since

MFFO excludes any acquisition fees and expenses, MFFO would only be comparable to the operations of non-listed REITs that have completed their acquisition activity and have other similar operating characteristics.

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

MFFO has limitations as a performance measure. MFFO is useful in assisting management and investors in assessing the sustainability (that is, the capacity to continue to be maintained) of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete.

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

~~As we are currently in the acquisition phase of~~Prior to January 1, 2018, FFO included costs related to our ~~life cycle, acquisition costs and other adjustments that are increases to MFFO are, and may continue to be, a significant use of cash and dilutive to the value of an investment in our shares.~~

~~MFFO excludes any~~acquisitions, including acquisition fees payable to our ~~Advisor and acquisition expenses.~~Advisor. Although these amounts ~~reduce~~reduced net income for periods prior to January 1, 2018, we generally ~~fund~~funded such costs with proceeds from our public offerings and/or acquisition-related indebtedness and dodid not consider these fees and expenses in the evaluation of our operating ~~performance~~performance. In January 2018, we adopted ASU 2017-01 which clarified the definition of a business and ~~determining MFFO.~~

added guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We ~~use interest rate caps as economic hedges against~~expect that most of our real estate transactions completed after that date will be accounted for using the variability of interest rates on our variable interest rate borrowings. Although we generally expect to hold these instruments to maturity, if we were to settle these instruments currently, it would have an impact on our operating performance. Additionally, these derivative instruments are measured at fair value on a quarterly basis in accordance with GAAP. MFFO excludes gains (losses)asset acquisition guidance and, accordingly, the related ~~to changes~~acquisition-related expenses incurred will be capitalized and included in the ~~estimated values of our derivative instruments because such adjustments may~~allocated purchase price and will not be ~~reflective~~expensed. Prior to ASU 2017-01, real estate acquisitions were generally considered business combinations and the acquisition-related expenses and acquisition fees were treated as operating expenses under GAAP. Additionally, effective as of ~~ongoing operations and may reflect unrealized impacts on~~December 6, 2017, we no longer pay acquisition fees to our ~~operating performance.~~Advisor.

We utilize the definition of FFO as set forth by ~~NAREIT and the definition of MFFO as set forth by the IPA except that we further adjust MFFO by eliminating the performance participation allocation.~~NAREIT. Our FFO ~~and MFFO as presented~~ may not be comparable to amounts calculated by other REITs, if they use different approaches.

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

Neither the SEC, NAREIT nor any regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate ~~FFO or MFFO.~~FFO. In the future, the SEC, NAREIT or a regulatory body may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of ~~FFO or MFFO.~~FFO.

The following section presents our calculation of FFO ~~and MFFO~~ attributable to common stockholders and provides additional information related to our operations for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 and the period from inception through June 30, ~~2018~~2019 (in thousands, except per share amounts). As we are in the capital raising and acquisition phase of our operations, FFO ~~and MFFO are~~may not be useful in comparing operations for the periods presented below. We expect revenues and expenses to increase in future periods as we raise additional offering proceeds and use them to make additional real estate investments.


	Three Months Ended June 30,						Six Months Ended June 30,						Period from July 31, 2013 (date of inception) through June 30, 2018			Three Months Ended June 30,						Six Months Ended June 30,						Period from July 31, 2013 (date of inception) through June 30, 2019
	2018			2017			2018			2017						2019			2018			2019			2018
Net income (loss)	$	(1,408	)	$	(2,108	)	$	9,968		$	(11,354	)	$	(25,524	)	$	(3,450	)	$	(1,408	)	$	(7,449	)	$	9,968		$	(43,821	)
Depreciation and amortization ⁽¹⁾	6,959			7,611			14,300			14,905			63,615			9,741			6,959			19,069			14,300			100,862
Gain on sale of real estate	—			—			(14,491		)	—			(14,491		)	—			—			—			(14,491		)	(14,491		)
Adjustments for noncontrolling interests⁽²⁾	(7		)	(8		)	(6		)	(15		)	162			(7		)	(7		)	(15		)	(6		)	124
Funds From Operations attributable to common stockholders	5,544			5,495			9,771			3,536			23,762			$	6,284		$	5,544		$	11,605		$	9,771		$	42,674
Loss (gain) on derivative instruments⁽³⁾	45			27			47			74			466
Loss (gain) on foreign currency⁽⁴⁾	234			(157		)	286			(233		)	(115		)
Other components of revenues and expenses⁽⁵⁾	(462		)	(567		)	(924		)	(1,194		)	(6,036		)
Acquisition fees and expenses ⁽⁶⁾	—			229			(1		)	7,363			23,347
Performance participation allocation⁽⁷⁾	1,185			—			2,777			—			3,027
Adjustments for noncontrolling interests ⁽²⁾	(1		)	—			(1		)	(4		)	(85		)
Modified Funds From Operations attributable to common stockholders	$	6,545		$	5,027		$	11,955		$	9,542		$	44,366
Basic and diluted income (loss) per common share	$	(0.04	)	$	(0.06	)	$	0.25		$	(0.36	)	$	(1.55	)	$	(0.06	)	$	(0.04	)	$	(0.14	)	$	0.25		$	(2.03	)
Funds From Operations attributable to common stockholders per common share	$	0.14		$	0.16		$	0.25		$	0.11		$	1.45		$	0.11		$	0.14		$	0.22		$	0.25		$	1.98
Modified Funds From Operations attributable to common stockholders per common share	$	0.17		$	0.15		$	0.30		$	0.30		$	2.71
Weighted average shares outstanding	39,489			34,582			39,443			31,985			16,363			57,004			39,489			52,049			39,443			21,526

Notes to the table:

(1)

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


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

Set forth below is additional information, which may be helpful in assessing our operating results:

For the three and six months ended June 30, 2019, the Dealer Manager earned distribution and stockholder servicing fees of $0.8 million and $1.5 million, respectively, which are paid by Hines Global. For the three and six months ended June 30, 2018, the Dealer Manager earned distribution and stockholder servicing fees of $0.5 million and $1.0 million, respectively. Total distribution and stockholder servicing fees earned by the Dealer Manager from inception through June 30, 2019 were $5.6 million.


~~(3)~~	Represents components of net income (loss) related to the estimated changes in the values of our interest rate caps. We have excluded this change in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.


~~(4)~~	Represents components of net income (loss) primarily resulting from transactions that are denominated in currencies other than our functional currencies. We have excluded these changes in value from our evaluation of our operating performance and MFFO because such adjustments may not be reflective of our ongoing performance and may reflect unrealized impacts on our operating performance.


~~(5)~~	Includes the following components of revenues and expenses that we do not consider in evaluating our operating performance and determining MFFO for the three and six months ended June 30, 2018 and 2017 and the period from inception through June 30, 2018 (in thousands):

Three Months Ended June 30, Six Months Ended June 30, Period from July 31, 2013 (date of inception) through June 30, 2018
2018 2017 2018 2017
Straight-line rent adjustment ^(a)
$ (356 ) $ (360 ) $ (695 ) $ (760 ) $ (4,591 )
Amortization of lease incentives ^(b)
74
22
142
29
243
Amortization of out-of-market leases^(b)
(233 ) (282 ) (477 ) (569 ) (2,006 )
Other 53
53
106
106
318
$ (462 ) $ (567 ) $ (924 ) $ (1,194 ) $ (6,036 )

~~(a)~~

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


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

~~(6)~~

Represents acquisition-related expenses and acquisition fees paid to our Advisor which were expensed in our condensed consolidated statements of operations prior to adoption of ASU 2017-01 on January 1, 2018. We fund such costs with proceeds from our public offerings and/or acquisition-related indebtedness, and therefore do not consider these expenses in evaluating our operating performance and determining MFFO.

~~(7)~~•

As of December 6, 2017, through its ownership of the special limited partner interest in the Operating Partnership, our Advisor is entitled to an annual performance participation allocation of 12.5% of the Operating Partnership’s total ~~return.~~return subject to the Company earning a 5% total return annually, after considering the effect of any losses carried forward from the prior year. The performance participation allocation accrues monthly and is payable after the completion of each calendar year. ~~See~~ ~~Note 7~~ ~~— Related Party Transactions, for additional information regarding the performance participation allocation.~~ We do not consider the performance participation allocation in evaluating our operating performance. For the three and six months ended June 30, 2019, we incurred $1.5 million and $2.6 million in performance participation allocation fees, respectively. For the three and ~~determining MFFO.~~six months ended June 30, 2018, we incurred $1.2 million and $2.8 million in performance participation allocation fees, respectively. Total performance participation allocation fees incurred were $8.8 million from inception through June 30, 2019. Refer to “Note 7—Related Party Transactions” for more information on the performance participation allocation.

For the three and six months ended June 30, 2019 , we recorded non-cash adjustments primarily related to amortization of out-of-market lease intangibles and lease incentives and straight-line rent adjustments, which resulted in a net increase to rental revenue of $0.4 million and $2.6 million, respectively. For the three and six months ended June 30, 2018 we recorded non-cash adjustments primarily related to amortization of out-of-market lease intangibles and lease incentives and straight-line rent adjustments, which resulted in a net increase to rental revenue of $0.5 million and $0.9 million, respectively.

~~Set forth below is additional information relating~~We recorded non-cash adjustments related to gains/losses on derivative instruments and/or foreign currencies and certain ~~items excluded from~~amounts related to deferred taxes, which reduced net income by approximately $0.4 million and $1.5 million for the ~~analysis above which may be helpful~~three and six months ended June 30, 2019, respectively. Such amounts were insignificant in ~~assessing our operating results:~~prior periods.


•	~~For the~~ ~~three and six~~ ~~months ended~~ ~~June 30, 2018, we incurred $0.5 million and $1.0 million in distribution and stockholder servicing fees.~~

As noted previously, our cash flows from operations have been and may continue to be insufficient to fund distributions to stockholders. We may continue to choose to use proceeds from the sales of assets, proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and/or cash resulting from a waiver or deferral of fees to fund distributions to our stockholders. For example, we funded 100% and 39% of total distributions for the six months ended June 30, 2019 and 2018, ~~and June 30, 2017, we funded 39% and 45%~~respectively, with cash flows from other sources, such as cash flows from investing activities, which may include proceeds from the sale of ~~total distributions with~~real estate and/or cash flows from financing activities, which may include offering proceeds. We have not placed a cap on the amount of our distributions that may be paid from sources other than cash flows from operations, including proceeds from our debt financings, proceeds from our public offerings, cash advances by our Advisor and cash resulting from a waiver or deferral of fees.

From inception through June 30, ~~2018,~~2019, we declared ~~$43.9~~$70.2 million of distributions to our stockholders, compared to our total aggregate FFO of ~~$23.8~~$42.7 million and our total aggregate net loss of ~~$25.5~~$43.8 million for that period. ~~During our offering and investment stages, we incur~~We incurred acquisition fees and expenses of $23.3 million from inception through December 31, 2017 in connection with our real estate investments, which were recorded as reductions to net income (loss) and ~~FFO prior to the adoption of~~FFO. We adopted ASU ~~2017–01, as described above. From inception through~~2017-01 on January 1, 2018, ~~(the date~~which allows us to capitalize acquisition-related costs and fees instead of treating them as operating expenses under GAAP. For the six months ended June 30, 2019, we ~~adopted ASU 2017–01) we incurred acquisition fees and expenses totaling $23.3~~declared $14.8 million of distributions to our stockholders compared to our total aggregate FFO of $11.6 million. For the six months ended June 30, 2018, we declared $11.0 million of distributions to our stockholders compared to our total aggregate FFO of $9.8 million. ~~For the six months ended June 30, 2017, we declared $8.7 million of distributions to our stockholders compared to our total aggregate FFO loss of $3.5 million.~~

Related Party Transactions and Agreements

We have entered into agreements with our Advisor, our Dealer Manager and Hines and its affiliates, whereby we pay certain fees and reimbursements to these entities during the various phases of our organization and operation. ~~During the~~Relating to organization and offering stage, these include payments to our Dealer Manager for selling commissions, the dealer manager fee, distribution and stockholder servicing fees, and payments to our Advisor for reimbursement of organization and offering costs. ~~During the~~Relating to acquisition and operational stages, these include payments for certain services related to the management and performance of our investments and operations provided to us by our Advisor and Hines and its affiliates pursuant to various agreements we have entered into with these entities. See Note 7 — Related Party Transactions in Item 1 of this Quarterly Report on Form 10-Q, as well as Note 8 — Related Party Transactions in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 for additional information concerning our related party transactions and agreements.

Off-Balance Sheet Arrangements

As of June 30, ~~2018~~2019 and December 31, ~~2017~~2018, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Subsequent Events

The Promenade Shops at Briargate

In August 2019, we entered into a purchase and sale agreement to purchase The Promenade Shops at Briargate, a retail center located in Colorado Springs, Colorado. The net contract sales price for The Promenade Shops at Briargate is expected to be approximately $93.2 million, exclusive of transaction costs and closing prorations. We expect to fund the acquisition using proceeds from the Follow-on Offering. We funded a $2.0 million earnest money deposit in August 2019. There is no guarantee that this sale will be consummated and our deposit may not be refunded in such event. We expect the closing of this acquisition to occur in September 2019, subject to a number of closing conditions. However, we can provide no assurance that this acquisition will close on the expected timeline or at all.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business plan, we believe that interest rate risk and currency risk are the primary market risks to which we are exposed. As of June 30, ~~2018,~~2019, we were exposed to the following market ~~risks listed below.~~risks.

Interest Rate Risk

We are exposed to the effects of interest rate changes primarily as a result of debt used to maintain liquidity and fund expansion of our real estate investment portfolio and operations. As of June 30, ~~2018,~~2019, we had ~~$193.1~~$431.3 million of variable-rate debt outstanding. If interest rates were to increase by 1%, and everything else remained the same, we would incur an additional ~~$1.9~~$4.3 million in interest ~~expense.~~expense annually. Additionally, we have entered into interest rate ~~caps~~cap agreements to limit our exposure to rising interest rates related to our mortgage loans secured by ~~Bishop’s Square and the Montrose Student Residences.~~our investment properties. See Note 4 — Debt Financing in the Notes to the Condensed Consolidated Financial Statements for more information concerning our outstanding ~~debt.~~debt and our interest rate exposure.

Foreign Currency Risk

~~Our~~We currently have real estate investments located in ~~Bishop’s Square,~~countries outside of the ~~Montrose Student Residences and the Queen’s Court Student Residences~~U.S. that are subject to the effects of exchange rate movements ~~among~~between the ~~Euro, the British Pound~~foreign currency of each real estate investment and the U.S. dollar, which may affect future costs and cash flows as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements. We have entered into mortgage loans denominated in ~~Euros and British Pounds~~foreign currencies for these investments, which provide a natural ~~hedge~~hedges with regard to changes in exchange rates ~~among~~between the ~~Euro, the British Pound~~foreign currencies and U.S. dollar and ~~reduces~~reduce our exposure to exchange rate differences. Additionally, we are typically a net receiver of ~~Euros and British Pounds,~~these foreign currencies, and, as a result, our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar. ~~Based upon our analysis,~~The table below identifies the effect that a 10% immediate, unfavorable change in the exchange ~~rate between the Euro and U.S. dollar~~rates would have ~~decreased~~on the net book value of our international real estate investments, ~~in Bishop’s Square~~including any foreign currency mortgage loans and ~~the Montrose Student Residences by approximately $5.4 million and would have reduced the~~their year-to-date net income (loss) ~~of Bishop’s Square and the Montrose Student Residences~~, by $0.1 million. Similarly, a 10% immediate, unfavorable change in the exchange rate between the British Pound and U.S. dollar would have decreased the net book value of our investment in the Queen’s Court Student Residences by approximately $2.6 million and would have reduced the year-to-date net income (loss) of the Queen’s Court Student Residences by $0.1 million.foreign currency (in thousands):



	Reduction in Book Value as of June 30, 2019	Reduction in Net Income (Loss) for the Six Months Ended June 30, 2019
EUR	$10,066	$98
GBP	$2,461	$116

Item 4. Controls and Procedures

Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of

June 30, ~~2018,~~2019, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Change in Internal Controls

No changes have occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, ~~2018~~2019 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time in the ordinary course of business, we or our subsidiaries may become subject to legal proceedings, claims or disputes. As of August 14, ~~2018,~~2019, neither we nor any of our subsidiaries were a party to any material pending legal proceedings.

Item 1A. Risk Factors

~~We are subject~~As of June 30, 2019, there have been no material changes to ~~a number of risks and uncertainties, which are discussed~~the risk factors previously disclosed in ~~Part~~response to “Part I - Item ~~1A, “Risk Factors”~~1A. ‘Risk Factors’” in our Annual Report on Form 10-K for the year ended December 31, 2017. With the exception of the risk factors set forth below, there have been no material changes to the risk factors set forth under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Our NAV is not subject to GAAP, will not be independently audited and will involve subjective judgments by the independent valuation firm and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to accounting principles generally accepted in the United States, or GAAP, and will not be subject to independent audit. Our NAV may differ from equity (net assets) reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes. Additionally, we are dependent on the Advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues) that may cause the value of a property to change materially and to promptly notify the independent valuation firm so that the information may be reflected in our real estate portfolio valuation. In addition, the implementation and coordination of our valuation procedures include certain subjective judgments of the Advisor, such as whether the independent valuation firm should be notified of events specific to our properties that could affect their valuations, as well as of the independent valuation firm and other parties we engage, as to whether adjustments to asset and liability valuations are appropriate. Accordingly, you must rely entirely on our board of directors to adopt appropriate valuation procedures and on the independent valuation firm and other parties we engage in order to arrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

Our success will be dependent on the performance of Hines as well as key employees of Hines. Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years and there is a risk that we may experience similar adverse developments. Adverse changes in affiliated programs could also adversely affect our ability to raise capital.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of Hines and its affiliates as well as key employees of Hines in the identification and acquisition of investments, the selection of tenants, the determination of any financing arrangements, the management of our assets and operation of our day-to-day activities. Our board of directors and the Advisor have broad discretion when identifying, evaluating, making and managing our investments2018, filed with the ~~proceeds of the Follow-On Offering. You will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments. We will rely~~SEC on ~~the management ability of Hines and the oversight of our board of directors as well as the management of any entities or ventures in which we invest.~~

We may not be able to retain our key employees. To the extent we are unable to retain and/or find qualified successors for key employees that depart from the company, our results of operations may be adversely impacted. Our officers and the management of the Advisor also serve in similar capacities for numerous other entities. If Hines or any of its key employees are distracted by these other activities or suffer from adverse financial or operational problems in connection with operations unrelated to us, the ability of Hines and its affiliates to allocate time and/or resources to our operations may be adversely affected. If Hines is unable to allocate sufficient resources to oversee and perform our operations for any reason, our results of operations would be adversely impacted. We will not provide key-man life insurance policies for any of Hines’ key employees.

Certain other investment vehicles sponsored by Hines have experienced adverse developments in recent years. Hines REIT sold shares of its common stock from 2004 to 2009 at various prices between $10.00 per share and $10.66 per share. Although Hines REIT re-opened its share redemption program with respect to ordinary redemption requests in April 2013, the program was suspended, except with respect to redemptions in connection with the death or disability of a stockholder, in December 2009. In addition, Hines REIT decreased its distribution rate in July 2010 and further decreased the rate in April 2013. Hines REIT is currently in the process of liquidating all of its remaining assets and winding up and has paid distributions of $7.51 per share to its stockholders, including liquidating distributions of $6.50 per share and special distributions of $1.01 per share. The

special distributions were paid from July 2011 through April 2013 and were in addition to the regular operating distributions of up to $5.49 per share paid to Hines REIT’s stockholders between 2004 and 2016. The amount of regular operating distributions received by stockholders varied depending on when they invested and whether they held their shares continuously through 2016. Hines REIT announced that it expects to make a final liquidating distribution to its stockholders and non-controlling interest holders of between $0.05 and $0.07 per share on or around July 31, 2018, although there can be no assurances as to the timing or amount of any additional liquidating distributions.

In addition to Hines REIT, Hines Global REIT and HMS Income Fund, Inc., Hines has sponsored more than 20 privately-offered programs in the past ten years. Several of Hines’ privately-offered programs have experienced adverse economic developments due to the global financial crisis and deteriorating economic conditions in several European and South American countries, Mexico and several U.S. markets between 2007 and 2009. The adverse market conditions experienced by these programs may result in them altering their investment strategy, generating returns lower than originally expected, or ultimately may cause them to incur losses. There is a risk that we may experience similar adverse developments, as an investment vehicle sponsored by Hines.

Adverse results in the other non-traded REITs on the Hines platform have the potential to affect Hines’ and our reputation among financial advisors and investors, which could affect our ability to raise capital.

~~Any interest in Hines Global will be diluted by the Special OP Units and any other OP Units in the Operating Partnership and any interest in Hines Global may be diluted if we issue additional shares.~~

Hines Global owned a 99.9% general partner interest in the Operating Partnership as of December 31, 2017. Hines Global REIT II Associates Limited Partnership owns the remaining interest in the Operating Partnership, and the Advisor holds the Special OP Units in the Operating Partnership, which were issued as consideration for an obligation by Hines and its affiliates to perform future services in connection with our real estate operations. Payments with respect to these interests will reduce the amount of distributions that would otherwise be payable to you in the future.

Stockholders do not have preemptive rights to acquire any shares issued by us in the future. Therefore, investors purchasing our common shares in the Follow-On Offering may experience dilution of their equity investment if we:

~~sell shares in the Follow-On Offering or sell additional shares in the future, including those issued pursuant to our distribution reinvestment plan;~~

~~sell securities that are convertible into shares, such as OP Units;~~

~~at the option of the Advisor issue common shares or OP Units to pay for certain fees and distributions~~

~~issue OP Units or common shares to the Advisor or its affiliates in exchange for advances or deferrals of fees~~

~~issue shares in a private offering; or~~

~~issue shares to sellers of properties acquired by us in connection with an exchange of partnership units from the Operating Partnership~~

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no employees). This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs' attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such provisions.

The Advisor’s asset management fee and the performance participation allocation may not create proper incentives or may induce the Advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real estate portfolio.

We pay the Advisor an asset management fee regardless of the performance of our portfolio. The Advisor’s entitlement to an asset management fee, which is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We may be required to pay the Advisor an asset management fee in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period.

The existence of the 12.5% performance participation interest in our Operating Partnership to which the Advisor is entitled, is based on our total distributions plus the change in NAV per share, may create an incentive for the Advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. In addition, the change in NAV per share will be based on the value of our investments on the applicable measurement dates and not on realized gains or losses. As a result, the Advisor may receive distributions based on unrealized gains in certain assets at the time of such distributions and such gains ultimately may not be realized when those assets are eventually disposed of.March 29, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, ~~2018,~~2019, we did not sell or issue any equity securities that were not registered under the Securities Act of 1933, as amended.

Issuer Redemptions of Equity Securities

~~In connection with the Follow-On Offering, our board of directors (i) approved the termination of our~~Our share redemption program applicable to Class AX shares and Class TX shares and (ii) approved the amendment and restatement of our share redemption program applicable to Class IX shares and Class JX shares, in order to make it applicable to all classes of shares of our common stock (the “Amended SRP”). The Amended SRP replaced our share redemption programs, effective as of December 4, 2017.

~~The Amended SRP~~ may allow stockholders who have purchased shares from us or received their shares through a non-cash transaction, not in the secondary market, to have their shares redeemed subject to certain limitations and restrictions. Redemptions under ~~the Amended SRP~~our share redemption program will be made on a monthly basis. Subject to the limitations of and restrictions on ~~the Amended SRP,~~our share redemption program, and subject to funds being available as described below, shares redeemed under ~~the Amended SRP~~our share redemption program will be redeemed at the transaction price in effect on the date of redemption, which generally will be a price equal to the NAV per share applicable to the class of shares being redeemed and most recently disclosed by us in a public filing with the SEC (subject to the 5% holding discount described below).

Under ~~the Amended SRP,~~our share redemption program, we may redeem during any calendar month shares ~~(including IPO Shares)~~ whose aggregate value (based on the redemption price per share in effect when the redemption is effected) is 2% of our aggregate NAV as of the last calendar day of the previous month (the “2% Monthly Limitation”) and during any calendar quarter whose aggregate value (based on the redemption price per share in effect when the redemption is effected) is up to 5% of our aggregate NAV as of the last calendar day of the prior calendar quarter (the “5% Quarterly Limitation”). During a given quarter, if in each of the first two months of such quarter the 2% Monthly Limitation is reached and stockholders’ redemptions are reduced pro rata for such months, then in the third and final month of that quarter, the applicable limit for such month will likely be less than 2% of our aggregate NAV as of the last calendar day of the previous month because the redemptions for that month, combined with the redemptions in the previous two months, cannot exceed the 5% Quarterly Limitation.

There is no minimum holding period for shares under ~~the Amended SRP~~our share redemption program and stockholders may request that we redeem their shares at any time. However, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price (the “5% holding discount”) that would otherwise apply; provided, that, the period that a ~~Class T share, Class S share and/or Class D~~ share was held prior to being converted into a ~~Class I~~ share of another class pursuant to our charter will count toward the total hold period for ~~a Class I~~such share, the period that a Class TX share was held prior to being converted into a Class AX share will count toward the total hold period for a Class AX share and the period that a Class IX share was held prior to being converted into a Class JX share will count toward the total hold period for a Class JX share.as converted. Upon request, we ~~intend to~~may waive the 5% holding discount in the case of ~~the~~ death or disability of a stockholder. The 5% holding discount also will be waived with respect to shares issued pursuant to our distribution reinvestment plan and any shares ~~issued~~that we issue as stock dividends.

Unless our board of directors determines otherwise, we intend to fund redemptions pursuant to ~~the Amended SRP~~our share redemption program from any available cash sources at ~~its~~our disposal, including available cash, cash flow from operations, the sale of real estate-related securities and other assets, borrowings or offering proceeds, without any limitation on the amounts we may pay from such sources. If during any consecutive 24-month period, we do not have at least one month in which we fully satisfy 100% of properly submitted redemption requests or accept all properly submitted tenders in a self-tender offer for our shares, we will not make any new investments (excluding short-term cash management investments under 30 days in duration) and we will use all available investable assets to satisfy redemption requests (subject to the limitations under this program) until all outstanding redemption requests, or “Unfulfilled Redemptions,” have been satisfied. For purposes of this policy, investable assets include net proceeds from new subscription agreements, unrestricted cash, working capital, proceeds from marketable securities, proceeds from our distribution reinvestment plan, and net operating cash flows. Notwithstanding this policy, investable assets may be used at any time to fund any of our operating cash needs (as well as to establish reserves to meet such needs), including, without limitation, the following: property operating expenses, taxes and insurance, debt service and repayment or refinancing of debt, debt financing expenses, funding commitments related to real estate, including without limitation, commitments to acquire new real estate investments

(provided such commitments were made at least twelve (12) months prior to the end of such 24-consecutive-month period), obligations imposed by law, courts, or arbitration, necessary capital improvements, lease-related expenditures, customary general and administrative expenses, asset management fees and other fees payable to our Advisor as described in the prospectus, or shareholder distributions. Our Advisor also will defer payment of the performance participation allocation until all Unfulfilled Redemptions are satisfied. Furthermore, our board of directors and management will consider additional ways to improve shareholder liquidity through our share redemption program or otherwise. Exceptions to the limitations of this paragraph may be made to complete like-kind exchanges under Section 1031 of the Code necessary to avoid adverse tax consequences, or to take actions necessary to maintain our qualification as a REIT under the Code.

Our board of directors ~~will have~~has complete discretion to determine whether all ~~of such funds~~available cash sources at our disposal will be applied to redemptions pursuant to the ~~Amended SRP,~~program, whether such funds are needed for other purposes or whether additional funds from other sources may be used for redemptions pursuant to the ~~Amended SRP.~~program.

~~Our~~If redemption requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on stockholders whose shares are not redeemed, then our board of directors may terminate, suspend or amend the ~~Amended SRP~~share redemption program at any time without stockholder approval, if ~~the directors believe~~it deems such action isto be in the best ~~interests~~interest of our ~~stockholders,~~stockholders. Further, our share redemption program will be terminated in the event that our shares ever become listed on a national securities exchange or ~~if they determine~~in the ~~funds otherwise available to fund redemptions are needed~~event a secondary market for ~~other purposes.~~our common shares develops. In addition, our board of directors may determine to suspend the ~~Amended SRP~~share redemption program due to regulatory changes, changes in law or if our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are redeemed. Material modifications, including any reduction to the monthly or quarterly limitations on redemptions, and suspensions of the program will be promptly disclosed ~~promptly~~ to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act) or current report on Form 8-K filed with the SEC. Any material modifications will also be disclosed on our website.

Any new transaction price may be higher or lower than the most recently disclosed transaction price. The transaction price is not a representation, warranty or guarantee that (i) a stockholder would be able to realize such per share amount if such stockholder attempts to sell his or her shares; (ii) a stockholder would ultimately realize distributions per share equal to such per share amount upon our liquidation or sale; (iii) shares of our common stock would trade at such per share amount on a national securities exchange; or (iv) a third party would offer such per share amount in an arm’s-length transaction to purchase all or substantially all of our shares of common stock.

The following table lists shares we redeemed under our share redemption program during the period covered by this report, including the average price paid per share, which represents all of the share repurchase requests received for the same period.

Period Total Number of Shares Redeemed Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs
Maximum Number of Shares that May Yet be Redeemed Under the Plans or Programs⁽¹⁾
April 1, 2018 to April 30, 2018 77,815
$ 9.78
77,815
714,058
May 1, 2018 to May 31, 2018 63,570
$ 9.82
63,570
728,457
June 1, 2018 to June 30, 2018 254,848
$ 9.82
254,848
788,178
Total 396,233
396,233



Period	Total Number of Shares Redeemed	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs	Maximum Number of Shares that May Yet be Redeemed Under the Plans or Programs⁽¹⁾
April 1, 2019 to April 30, 2019	153,701	$	10.11	153,701	833,444
May 1, 2019 to May 31, 2019	89,661	$	10.11	89,661	972,987
June 1, 2019 to June 30, 2019	159,459	$	10.09	159,459	1,139,159
Total	402,821			402,821


(1)	Amount provided represents the 2% Monthly Limitation which can be further limited by the 5% Quarterly Limitation. See the description of the ~~Amended SRP~~share redemption program above for a description of the limitations on the number of shares that may be redeemed pursuant to the ~~Amended SRP.~~share redemption program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits



Exhibit No.		Description
3.1		Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to ~~Pre-Effective~~Pre- Effective Amendment No. 5 to the Registrant’s Registration Statement on Form S-11, File No. 333-191106 (the “IPO Registration Statement”) on August 15, 2014 and incorporated by reference herein)
3.2		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 1 to the IPO Registration Statement on December 12, 2014 and incorporated by reference herein)
3.3		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 6 to the IPO Registration Statement on August 12, 2015 and incorporated by reference herein)
3.4		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to Post-Effective Amendment No. 12 to the IPO Registration Statement on April 28, 2017 and incorporated by reference herein)
3.5		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on October 16, 2017 and incorporated by reference herein)
3.6		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.5 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form ~~S-11,~~S-11. File No. 333-220046 (the “Follow-On Registration Statement”) on December 1, 2017 and incorporated by reference herein)
3.7		Articles Supplementary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.6 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
3.8		Articles of Amendment to Articles of Amendment and Restatement of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.7 to Pre-Effective Amendment No. 1 to the Follow-On Registration Statement on December 1, 2017 and incorporated by reference herein)
3.9		Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.2 to Pre-Effective Amendment No. 5 to the IPO Registration Statement on August 15, 2014 and incorporated by reference herein)
3.10		Amendment No. 1 to Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.), dated September 23, 2015 (filed as Exhibit 3.5 to Post-Effective Amendment No. 7 to the IPO Registration Statement on November 17, 2015 and incorporated by reference herein)
3.11		Amendment No. 2 to Amended and Restated Bylaws of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on September 14, 2017 and incorporated by reference herein)
4.1		Forms of Subscription ~~Agreements~~Agreement (included as Appendix A-1 and Appendix A-2 to the ~~Prospectus dated July 18, 2018 filed~~Post-Effective Amendment No. 11 to the Follow-On Registration Statement on ~~July 19, 2018~~April 12, 2019 and incorporated by reference herein)
4.2		Sixth Amended and Restated Distribution Reinvestment Plan, effective as of December 4, 2017 (included as Appendix B to the Prospectus ~~dated December 6, 2017 filed~~included in Post-Effective Amendment No. 11 to the Follow-On Registration Statement on ~~December 6, 2017~~April 12, 2019 and incorporated by reference herein)
10.1		Form of Indemnification Agreement entered into between Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and each of the following persons as of August 15, 2014: Jeffrey C. Hines, Charles M. Baughn, Humberto Cabañas, Dougal A. Cameron, John O. Niemann, Jr., Sherri W. Schugart, Ryan T. Sims, David L. Steinbach, Kevin L. McMeans and J. Shea Morgenroth and each of the following persons as of June 30, 2019: Janice E. Walker, A. Gordon Findlay, Jason P. Maxwell, Omar H. Throwfeek, John. H Harrison and Eleni Vakali (filed as Exhibit 10.4 to the IPO Registration Statement on September 11, 2013 and incorporated by reference herein)
10.2		~~Purchase~~Amended and ~~Sale~~Restated Escrow Agreement, dated as of ~~November~~December 12, 2014, by and ~~between~~among Hines ~~Interests Limited Partnership~~Securities Inc., Hines Global REIT II, Inc. and ~~Canoga-Rincon Loker Industrial, LLC~~UMB Bank, N.A. (filed as Exhibit ~~10.1~~10.3 to Post-Effective Amendment No. 1 to the ~~Registrant’s Current Report~~IPO Registration Statement on ~~Form 8-K on November 20, 2014 and incorporated by reference herein)~~



~~10.3~~		Assignment of Contract of Purchase and Sale, dated as of November 14, 2014, by and between Hines Interests Limited Partnership and HGREIT II 2819 Loker LP (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 20,December 12, 2014 and incorporated by reference herein)
~~10.4~~10.3		~~Particulars~~Open End Mortgage and ~~Conditions of Sale of Bishop’s Square, Bishop’s Street/Kevin Street Lower, Dublin 2,~~Security Agreement dated as of ~~January 30,~~April 1, 2015 by and between ~~Bishop Ireland GREIT II Limited and Violet Yarrow Real Estate (Dublin) Limited (filed~~Nationwide Life Insurance Company, as ~~Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 5, 2015 and incorporated by reference herein)~~
~~10.5~~		~~Facility Agreement, dated as of March 3, 2015 by and between Deutsche Girozentrale as Agent, Original Hedge Counterparty, Arranger, Security Trustee and~~ Lender, and ~~Hines GREIT II Ireland Fund PLC, acting for and on behalf of its sub-fund Hines GREIT II Bishop Fund,~~CLP-SPF Rookwood Commons, LLC, as Borrower (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on ~~March 5, 2015~~January 9, 2017 and incorporated by reference herein)
~~10.6~~10.4		~~First Amendment to Real Estate Purchase~~Open End Mortgage and Security Agreement dated as of ~~August 7, 2015,~~July 1, 2013 by and between ~~Hines Global REIT II 891 Coronado~~Nationwide Life Insurance Company, as Lender, and CLP-SPF Rookwood Pavilion, LLC, ~~and LV Eastern, LLC (filed~~ as ~~Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 10, 2015 and incorporated by reference herein)~~
~~10.7~~		~~Second Amendment to Real Estate Purchase Agreement, dated as of August 21, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC~~Borrower (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K ~~filed~~ on ~~December 10, 2015~~January 9, 2017 and incorporated by reference herein)
~~10.8~~		Third Amendment to and Reinstatement of Real Estate Purchase Agreement, dated as of December 4, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 10, 2015 and incorporated by reference herein)
~~10.9~~		Real Estate Purchase Agreement, dated as of July 8, 2015, by and between Hines Global REIT II 891 Coronado LLC and LV Eastern, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on July 14, 2015 and incorporated by reference herein)
~~10.10~~		~~Loan Agreement, dated as of January 29, 2016 by and between Wells Fargo Bank, National Association, as Lender and Hines Global REIT II 891 Coronado LLC, as Borrower (filed as Exhibit~~ 10.5 ~~to the Registrant’s Current Report on Form 8-K filed on February 4, 2016 and incorporated by reference herein)~~
~~10.11~~		Promissory Note, dated as of January 29, 2016 by and between Hines Global REIT II 891 Coronado LLC, as borrower, and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on February 4, 2016 and incorporated by reference herein)
~~10.12~~		Sale, Purchase and Escrow Agreement, dated as of May 13, 2016, by and between NOP Cottonwood Holdings, LLC, HGREIT II Cottonwood Center LLC, Commonwealth Land Title Insurance Company, Hines Global REIT II Properties LP and National Office Partners LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 19, 2016 and incorporated by reference herein)
~~10.13~~		~~Agreement of Purchase and Sale, dated as of June 24, 2016, by and between RT GOODYEAR, LLC and HGREIT II Goodyear Crossing LLC (filed as Exhibit~~ 10.6 ~~to the registrant’s Quarterly Report on Form 10-Q on August 12, 2016 and incorporated by reference herein)~~
~~10.14~~		Loan Agreement, dated as of July 5, 2016 by and between Principal Life Insurance Company, as Lender and HGREIT II Cottonwood Center LLC, as Borrower (filed as Exhibit 10.26 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)

~~10.15~~

10.7		Term Loan Agreement, dated as of August 18, 2016 by and between SunTrust Bank, as Lender and HGREIT II Goodyear Crossing LLC, as Borrower (filed as Exhibit 10.27 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
~~10.16~~		Contract of Purchase and Sale, dated as of September 16, 2016, by and between CLP-SPF Rookwood Commons, LLC and CLP-SPF Rookwood Pavilion, LLC and HGREIT II Edmonson Road LLC and HGREIT II Madison Road LLC (filed as Exhibit 10.28 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
~~10.17~~		Form of Property Management and Leasing Agreement between Subsidiary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and Hines Interests Limited Partnership (Domestic Office Properties) (filed as Exhibit 10.29 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
~~10.18~~10.8		Form of Property Management and Leasing Agreement between Subsidiary of Hines Global Income Trust, Inc. (formerly known as Hines Global REIT II, Inc.) and Hines Interests Limited Partnership (Domestic Multi-family and Industrial Properties) (filed as Exhibit 10.30 to Post-Effective Amendment No. 10 to the IPO Registration Statement on October 5, 2016 and incorporated by reference herein)
~~10.19~~10.9		~~Open End Mortgage~~Form of Property Management and ~~Security~~Leasing Agreement ~~dated~~between Subsidiary of Hines Global Income Trust, Inc. (formerly known as ~~of April 1, 2015 by~~Hines Global REIT II, Inc.) and ~~between Nationwide Life Insurance Company, as Lender, and CLP-SPF Rookwood Commons, LLC, as Borrower~~Hines Interests Limited Partnership (Domestic Office Properties) (filed as Exhibit ~~10.2~~10.29 to Post-Effective Amendment No. 10 to the ~~Registrant’s Current Report~~IPO Registration Statement on ~~Form 8-K on January 9, 2017~~October 5, 2016 and incorporated by reference herein)
~~10.20~~		Open End Mortgage and Security Agreement dated as of July 1, 2013 by and between Nationwide Life Insurance Company, as Lender, and CLP-SPF Rookwood Pavilion, LLC, as Borrower (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)
~~10.21~~10.10		Assumption and Modification Agreement dated as of January 6, 2017, by and between Nationwide Life Insurance Company, as Lender, CLP-SPF Rookwood Pavilion LLC, as Original Borrower, and HGREIT II Madison Road LLC, as Borrower (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)
~~10.22~~10.11		Assumption and Modification Agreement dated as of January 6, 2017, by and between Nationwide Life Insurance Company, as Lender, CLP-SPF Rookwood Commons LLC, as Original Borrower, and HGREIT II Edmondson Road LLC, as Borrower (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K on January 9, 2017 and incorporated by reference herein)



~~10.23~~10.12		Uncommitted Loan Agreement, dated as of October 2, 2017, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on October 3, 2017 and incorporated by reference herein)
~~10.24~~10.13		Form of Restricted Share Award Agreement (filed as Exhibit 99(a)(1)(G) to the Registrant’s tender offer statement on Schedule TO on October 3, 2017 and incorporated by reference herein)
10.14		First Amendment to Uncommitted Loan Agreement, dated as of November 30, 2017, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 6, 2017 and incorporated by reference herein)
~~10.25~~		~~Form of Restricted Share Award Agreement (filed as Exhibit 99(a)(1)(G) to the Registrant’s tender offer statement on Schedule TO on October 3, 2017 and incorporated by reference herein)~~
~~10.26~~10.15		Amended and Restated Advisory Agreement, dated as of December 6, 2017, by and among Hines Global REIT II Advisors LP, Hines Global REIT II Properties LP, and Hines Global Income Trust, Inc. (filed as Exhibit 10.2 to Post-Effective Amendment No. 1 to the ~~Registrant’s~~Follow-On Registration Statement on December 6, 2017 and incorporated by reference herein)
~~10.27~~10.16		Fifth Amended and Restated Agreement of Limited Partnership of Hines Global REIT II Properties LP, dated as of March 6, 2018 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 12, 2018 and incorporated by reference herein)
10.17		Purchase and Sale Agreement, dated as of August 17, 2018, by and between Grayco Lui Museum Investment 2006 LP, Grayco Lui Museum Investment II LP, as sellers and HGIT 5353 Fannin LP and HGIT 5353 Fannin Lot Parcel, Inc. as purchasers (filed as Exhibit 10.26 to the Registrant’s Quarterly Report on Form 10-Q on November 14, 2018 and incorporated by reference herein)
10.18		Facility Agreement, dated as of October 3, 2018 by and between Deutsche Pfandbriefbank AG as the Original Lender, Agent and Security Agent and HGIT Venrayseweg 100 Venlo Coöperatief U. A., as Borrower, and HGIT Fresh Park Venlo Holdings LLC and HGIT Fresh Park Partner LLC as Guarantors (filed as Exhibit 10.28 to the Registrant’s Post-Effective Amendment No. 16 to the Follow-On Registration Statement on December, 20 2018 and incorporated by reference herein)
10.19		Agreement regarding the Release of a Perpetual Right of Leasehold, dated as of October 5 2018, by and between Fresh Park Venlo B.V., as seller and HGIT Venrayseweg 100 Venlo Coöperatief U.A., as buyer (filed as Exhibit 10.27 to the Registrant’s Post-Effective Amendment No. 16 to the Follow-On Registration Statement on December, 20 2018 and incorporated by reference herein)
10.20		Investment Management Agreement, dated July 31, 2018 between Security Capital Research & Management Incorporated and Hines Global Investments, Inc. (filed as Exhibit 10.1 to the Registrant’s Post-Effective Amendment No. 17 to the Follow-On Registration Statement on December 31, 2018 and incorporated by reference herein)
10.21		Acknowledgment of Renewal and Extension of Advisory Agreement of Hines Global Income Trust, Inc., dated December 6, 2018, by and among Hines Global Income Trust, Inc., Hines Global REIT II Properties, LP and Hines Global REIT II Advisors LP (filed as Exhibit 10.32 to the Registrant’s Post-Effective Amendment No. 16 to the Follow-On Registration Statement on December, 20 2018 and incorporated by reference herein)
10.22		Selected Dealer Agreement, dated as of December 13, 2018, by and among Hines Global Income Trust, Inc., Hines Securities, Inc., Hines Global REIT II Advisors LP and Ameriprise Financial Services, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.23		Cost Reimbursement Agreement, dated as of December 13, 2018, by and among Hines Global Income Trust, Inc., Hines Securities, Inc., Hines Global REIT II Advisors LP, and American Enterprise Investment Services Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.24		Second Amendment to Uncommitted Loan Agreement, dated as of December 13, 2018, by and between Hines Global REIT II Properties, LP, as borrower, and Hines Interests Limited Partnership, as lender (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on December 19, 2018 and incorporated by reference herein)
10.25*		Asset Sale and Purchase Agreement between HGIT ABC Westland 200 Poeldijk Coöperatief U.A. as the Purchaser and ABC Westland Beheer B.V. (in its capacity as general partner of ABC Westland Beheer C.V.) and ABC Westland Beheer B.V. and Van Rijn Beheer Poeldijk B.V. and KMB Vastgoed B.V. and Windtmeulen Beheer B.V. as the Sellers relating to the agri logistics park located at ABC Westland 200 in Poeldijk, the Netherlands
31.1*		Certification



31.2*		Certification
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the SEC herewith and shall not be deemed to be “filed.”
99.1		Hines Global Income Trust, Inc. Amended and Restated Share Redemption Program, effective as of ~~December 4, 2017~~November 27, 2018 (filed as Exhibit ~~99.4~~99.1 to ~~Pre-Effective~~Post-Effective Amendment No. 114 to the Follow-On Registration Statement on ~~December 1, 2017~~November 27, 2018 and incorporated by reference herein)
99.2		Valuation Policy and Procedures (filed as ~~exhibit~~Exhibit 99.1 to the Registrant’s Current Report on Form 8-K on April 16, 2018 and incorporated by reference herein)
101.INS*		Instance Document—The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101 SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
*		Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		HINES GLOBAL INCOME TRUST, INC.

August 14, ~~2018~~2019	By:	/s/ Sherri W. Schugart
		Sherri W. Schugart
		President and Chief Executive Officer

August 14, ~~2018~~2019	By:	/s/ ~~Ryan T. Sims~~ J. Shea Morgenroth
		~~Ryan T. Sims~~ J. Shea Morgenroth
		Chief Financial Officer ~~and Secretary~~

4344



	June 30, 2018			December 31, 2017
Deferred offering costs ⁽¹⁾	$	1,383		$	1,525
Prepaid insurance	138			97
Prepaid property taxes	—			76
Deferred tax assets	976			944
Other	897		⁽²⁾	725
Other assets	$	3,394		$	3,367