UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-37512

TIER REIT, Inc.

(Exact name of registrant as specified in its charter)



Maryland		68-0509956
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5950 Sherry Lane, Suite 700, Dallas, Texas 75225

(Address of principal executive offices)

(Zip code)

(972) 483-2400

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.45 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Securities registered pursuant to Section 12(b) of the Act:

As of October 31, 2018, TIER REIT, Inc. had 53,881,364 shares of common stock, $.0001 par value, outstanding.



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $.0001 par value per share	TIER	The New York Stock Exchange

As of April 30, 2019, TIER REIT, Inc. had 55,520,525 shares of common stock, $.0001 par value, outstanding.

TIER REIT, Inc.

FORM 10-Q

Quarter Ended ~~September~~March 3031, ~~2018~~2019

PART I
FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Changes in Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3732
Item 4.	Controls and Procedures	3733
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	3834
Item 1A.	Risk Factors	3834
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3836
Item 3.	Defaults Upon Senior Securities	3837
Item 4.	Mine Safety Disclosures	3837
Item 5.	Other Information	3837
Item 6.	Exhibits	3938
Signature		4039

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

TIER REIT, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
Assets
Real estate
Land	$	~~150~~148,~~473~~122		$	~~139~~154,~~951~~422
Land held for development	4550,~~059~~240			4536,~~059~~830
Buildings and improvements, net	1,~~097~~062,~~613~~177			1,~~061~~132,~~418~~428
Real estate under development	9371,~~110~~412			2941,~~525~~404
Total real estate	1,~~386~~331,~~255~~951			1,~~275~~365,~~953~~084
Cash and cash equivalents	59,~~192~~805			1330,~~800~~741
Restricted cash	103,~~232~~327			86,~~510~~141
Accounts receivable, net	6961,~~592~~237			8167,~~129~~335
Prepaid expenses and other assets	199,~~357~~072			2811,~~112~~376
Investments in unconsolidated entities	3230,~~112~~187			3132,~~852~~746
Deferred financing fees, net	2,~~985~~526			12,~~387~~756
Lease intangibles, net	~~103~~95,~~531~~980			87101,~~047~~372
Assets associated with real estate held for sale	33,086			53,348
Total assets	$	1,544,085		$	1,617,551
Total assets	$	1,662,342		$	1,581,138
Liabilities and equity
Liabilities
Notes payable, net	$	~~731~~661,~~133~~550		$	~~794~~714,~~538~~755
Accounts payable and accrued liabilities	7463,~~560~~350			8191,~~166~~548
Acquired below-market leases, net	2421,~~312~~165			1722,~~942~~651
Other liabilities	615,~~471~~795			711,~~567~~116
Obligations associated with real estate held for sale	321			2,354
Total liabilities	761,860			840,070
Total liabilities	836,797			903,567
Commitments and contingencies
Equity
Preferred stock, $.0001 par value per share; 17,500,000 shares authorized, none outstanding	—			—
Convertible stock, $.0001 par value per share; 1,000 shares authorized, none outstanding	—			—
Common stock, $.0001 par value per share; 382,499,000 shares authorized, 53,490,819 and 47,623,324 shares issued and outstanding at September 30, 2018, and December 31, 2017, respectively	5			5
Common stock, $.0001 par value per share; 382,499,000 shares authorized, 55,298,782 and 53,839,766 shares issued and outstanding at March 31, 2019, and December 31, 2018, respectively	6			5
Additional paid-in capital	2,~~747~~784,~~825~~317			2,~~609~~749,~~540~~106
Cumulative distributions and net loss attributable to common stockholders	(12,~~940~~002,~~492~~087		)	(1,~~936~~977,~~960~~969		)
Accumulated other comprehensive income	15,262			4,218
Accumulated other comprehensive income (loss)	(3,617		)	3,409
Stockholders’ equity	~~822~~778,~~600~~619			~~676~~774,~~803~~551
Noncontrolling interests	23,~~945~~606			~~768~~2,930
Total equity	~~825~~782,~~545~~225			~~677~~777,~~571~~481
Total liabilities and equity	$	1,~~662~~544,~~342~~085		$	1,~~581~~617,~~138~~551

See Notes to Condensed Consolidated Financial Statements.

TIER REIT, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
	March 31, 2019			March 31, 2018
Rental revenue	$	5450,~~832~~092		$	5054,~~920~~143		$	~~162,965~~		$	~~161,835~~
Expenses
Property operating expenses	1311,~~262~~050			13,~~170~~155			~~38,812~~			~~41,790~~
Interest expense	7,141			8,406			23,619			25,421
Real estate taxes	8,101			8,754
Real estate taxes	9,229			8,439			27,057			25,752
Property management fees	63			85
Property management fees	80			49			262			181
Interest expense	5,759			8,109
Asset impairment losses	~~3,418~~937			—			~~3,418~~			—
General and administrative	58,~~128~~945			5,~~157~~503			~~16,008~~			~~16,490~~
Depreciation and amortization	2422,~~834~~903			2324,~~785~~616			~~76,584~~			~~70,966~~
Total expenses	6357,~~092~~758			5960,~~006~~222			~~185,760~~			~~180,600~~
Interest and other income	49154			~~170~~45			~~644~~			~~1,271~~
Loss on early extinguishment of debt	—(6,025		)	—(8,988		)	~~(8,988~~		)	~~(545~~		)
Gain on troubled debt restructuring	31,006			—			31,006			—
Gain on sale of assets	—			12,014
Income (loss) before income taxes, equity in operations of investments, and gains	22,795			(7,916		)	(133		)	(18,039		)
Loss before income taxes, equity in operations of investments, and gain on remeasurement of investment in unconsolidated entities	(13,537		)	(3,008		)
Provision for income taxes	(~~228~~234		)	(~~202~~195		)	~~(637~~		)	~~(297~~		)
Equity in operations of investments	—(446		)	67287			~~287~~			~~6,367~~
Income (loss) before gains	22,567			(8,051		)	(483		)	(11,969		)
Gain on remeasurement of investment in unconsolidated entities	—			11,242
Gain on sale of assets	—			—			11,924			92,012
Net income (loss)	(14,217		)	8,326
Gain on remeasurement of investment in unconsolidated entities	—			—			11,090			14,168
Noncontrolling interests	93			64
Net income (loss)	22,567			(8,051		)	22,531			94,211
Net income (loss) attributable to common stockholders	$	(14,124	)	$	8,390
Noncontrolling interests	78			10			227			(50		)
Weighted average common shares outstanding - basic	54,319,635			47,645,050
Net income (loss) attributable to common stockholders	$	22,645		$	(8,041	)	$	22,758		$	94,161
Weighted average common shares outstanding - diluted	54,319,635			48,299,882
Weighted average common shares outstanding - basic	51,899,779			47,549,635			49,091,962			47,532,432
Basic net income (loss) per common share	$	(0.26	)	$	0.18
Weighted average common shares outstanding - diluted	52,616,570			47,549,635			49,950,441			47,956,167
Diluted net income (loss) per common share	$	(0.26	)	$	0.17
Basic income (loss) per common share	$	0.43		$	(0.17	)	$	0.46		$	1.97
Distributions declared per common share	$	0.18		$	0.18
Diluted income (loss) per common share	$	0.43		$	(0.17	)	$	0.46		$	1.95
Comprehensive income (loss):
Distributions declared per common share	$	0.18		$	0.18		$	0.54		$	0.54
Net income (loss)	$	(14,217	)	$	8,326
Comprehensive income (loss):
Other comprehensive income (loss): unrealized gain (loss) on interest rate derivatives	(7,027		)	5,438
Net income (loss)	$	22,567		$	(8,051	)	$	22,531		$	94,211
Comprehensive income (loss)	(21,244		)	13,764
Other comprehensive income: unrealized income on interest rate derivatives	2,801			531			10,223			1,299
Comprehensive loss attributable to noncontrolling interests	94			62
Comprehensive income (loss)	25,368			(7,520		)	32,754			95,510
Comprehensive income (loss) attributable to common stockholders	$	(21,150	)	$	13,826
Comprehensive (income) loss attributable to noncontrolling interests	77			10			223			(50		)
Comprehensive income (loss) attributable to common stockholders	$	25,445		$	(7,510	)	$	32,977		$	95,460

See Notes to Condensed Consolidated Financial Statements.

TIER REIT, Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands, except per share amounts)

(unaudited)

						CumulativeDistributionsandNet Loss Attributable toCommon Stockholders			AccumulatedOtherComprehensiveIncome (Loss)
	Common Stock			AdditionalPaid-inCapital
	Number ofShares	Parvalue										NoncontrollingInterests			Total Equity
Nine months ended September 30, 2018
Three months ended March 31, 2019
Balance at December 31, 2018	53,840	$	5	$	2,749,106	$	(1,977,969	)	$	3,409		$	2,930		$	777,481
Net loss	—	—		—		(14,124		)	—			(93		)	(14,217		)
Issuance of common stock, net	1,442	1		34,480		—			—			—			34,481
Unrealized loss on interest rate derivatives	—	—		—		—			(7,026		)	(1		)	(7,027		)
Share based compensation, net	17	—		731		—			—			51			782
Contributions by noncontrolling interests	—	—		—		—			—			721			721
Distributions declared:
Common stock ($0.18 per share)	—	—		—		(9,994		)	—			—			(9,994		)
Noncontrolling interests	—	—		—		—			—			(2		)	(2		)
Balance at March 31, 2019	55,299	$	6	$	2,784,317	$	(2,002,087	)	$	(3,617	)	$	3,606		$	782,225
Three months ended March 31, 2018
Balance at December 31, 2017	47,623	$	5	$	2,609,540	$	(1,936,960	)	$	4,218		$	768		$	677,571
Cumulative effect of changes in accounting principles	—	—		—		635			825			—			1,460
Cumulative effect of a change in accounting principle	—	—		—		635			825			—			1,460
Balance at January 1, 2018	47,623	$	5	$	2,609,540	$	(1,936,325	)	$	5,043		$	768		$	679,031
Net income (loss)	—	—		—		22,758			—			(227		)	22,531
Net income	—	—		—		8,390			—			(64		)	8,326
Issuance of common stock, net	5,817	—		134,925		—			—			—			134,925
Unrealized gain on interest rate derivatives	—	—		—		—			5,436			2			5,438
Unrealized gain on interest rate derivatives	—	—		—		—			10,219			4			10,223
Share based compensation, net	33	—		748		—			—			43			791
Share based compensation, net	51	—		3,360		—			—			(201		)	3,159
Contributions by noncontrolling interests	—	—		—		—			—			2,603			2,603
Contributions by noncontrolling interests	—	—		—		—			—			2,606			2,606
Distributions declared:
Common stock ($0.54 per share)	—	—		—		(26,925		)	—			—			(26,925		)
Common stock ($0.18 per share)	—	—		—		(8,626		)	—			—			(8,626		)
Noncontrolling interests	—	—		—		—			—			(53		)	(53		)
Balance at September 30, 2018	53,491	$	5	$	2,747,825	$	(1,940,492	)	$	15,262		$	2,945		$	825,545
Balance at March 31, 2018	47,656	$	5	$	2,610,288	$	(1,936,561	)	$	10,479		$	3,349		$	687,560
Nine months ended September 30, 2017
Balance at December 31, 2016	47,473	$	5	$	2,606,098	$	(1,986,515	)	$	(1,042	)	$	1,970		$	620,516
Cumulative effect of a change in accounting principle	—	—		290		(290		)	—			—			—
Balance at January 1, 2017	47,473	$	5	$	2,606,388	$	(1,986,805	)	$	(1,042	)	$	1,970		$	620,516
Net income	—	—		—		94,161			—			50			94,211
Unrealized gain on interest rate derivatives	—	—		—		—			1,299			—			1,299
Share based compensation, net	79	—		2,973		—			—			(293		)	2,680
Contributions by noncontrolling interests	—	—		—		—			—			460			460
Distributions declared:
Common stock ($0.54 per share)	—	—		—		(25,829		)	—			—			(25,829		)
Noncontrolling interests	—	—		—		—			—			(14		)	(14		)
Deconsolidation of investment	—	—		—		—			—			(1,500		)	(1,500		)
Balance at September 30, 2017	47,552	$	5	$	2,609,361	$	(1,918,473	)	$	257		$	673		$	691,823

See Notes to Condensed Consolidated Financial Statements.

TIER REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine Months Ended
	Three months ended
	September 30, 2018			September 30, 2017
	March 31, 2019			March 31, 2018
Cash flows from operating activities
Net income	$	22,531		$	94,211
Net income (loss)	$	(14,217	)	$	8,326
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Asset impairment losses	~~3,418~~937			—
Gain on sale of assets	~~(11,924~~—		)	(9212,~~012~~014		)
Gain on remeasurement of investment in unconsolidated entities	~~(11,090~~—		)	(1411,~~168~~242		)
Gain on troubled debt restructuring	(31,006		)	—
Loss on early extinguishment of debt	6,025			8,988
Loss on early extinguishment of debt	8,988			545
Amortization of restricted shares and units	1,020			1,000
Hedge ineffectiveness expense from derivatives	—			9
Depreciation and amortization	22,903			24,616
Amortization of restricted shares and units	3,370			3,009
Amortization of lease intangibles	(171		)	(63		)
Depreciation and amortization	76,584			70,966
Amortization of above- and below-market rent	(1,486		)	(1,276		)
Amortization of lease intangibles	(191		)	(219		)
Amortization of deferred financing fees	348			404
Amortization of above- and below-market rent	(4,474		)	(2,863		)
Equity in operations of investments	446			(287		)
Amortization of deferred financing fees	1,121			2,561
Ownership portion of fees from unconsolidated entities	15			48
Equity in operations of investments	(287		)	(6,367		)
Distributions from investments	—			10
Ownership portion of fees from unconsolidated entities	112			320
Change in accounts receivable	1,492			644
Distributions from investments	10			8,963
Change in prepaid expenses and other assets	843			911
Change in accounts receivable	(41		)	(8,074		)
Change in lease commissions	(1,478		)	(1,130		)
Change in prepaid expenses and other assets	700			(836		)
Change in other lease intangibles	(22		)	4
Change in lease commissions	(9,626		)	(12,275		)
Change in accounts payable and accrued liabilities	(27,416		)	(21,510		)
Change in other lease intangibles	(48		)	(406		)
Change in other liabilities	(285		)	508
Change in accounts payable and accrued liabilities	(7,007		)	(3,506		)
Cash used in operating activities	(11,046		)	(2,063		)
Change in other liabilities	778			2,595
Cash provided by operating activities	41,918			42,453
Cash flows from investing activities
Escrow deposits	~~(3,350~~—		)	(93,000		)
Return of investments	~~1,711~~—			231,~~433~~711
Purchases of real estate	(9918,~~154~~691		)	(9398,~~011~~875		)
Investments in unconsolidated entities	(12,~~272~~098		)	(~~19,238~~409		)
Capital expenditures for real estate	(2514,~~940~~474		)	(248,~~869~~526		)
Capital expenditures for real estate under development	(5820,~~280~~384		)	(2018,~~769~~211		)
Proceeds from sales of assets	~~141~~71,~~066~~522			~~330~~141,~~045~~391
Insurance proceeds for capital expenditures	21,~~868~~605			—
Cash provided by (used in) investing activities	(42,351		)	186,591
Cash provided by investing activities	21,676			14,081
Cash flows from financing activities
Financing costs	~~(3,329~~—		)	(13,~~969~~178		)
Proceeds from notes payable	~~773~~65,000			~~174~~702,000
Payments on notes payable	(~~882~~118,~~733~~654		)	(~~364~~700,~~437~~384		)
Payments for early extinguishment of debt	(35,~~632~~694		)	(~~436~~3,632		)
Issuance of common stock	~~137~~35,~~222~~003			—
Costs associated with issuance of common stock	(~~2,297~~522		)	—
Transfer of common stock	(~~210~~238		)	(~~329~~210		)
Distributions paid to common stockholders	(269,~~925~~994		)	(348,~~423~~626		)
Distributions paid to noncontrolling interests	(52		)	(213		)
Contributions from noncontrolling interests	~~2,456~~721			~~460~~2,453
Cash used in financing activities	(634,~~453~~380		)	(~~227~~11,~~155~~580		)
Net change in cash, cash equivalents, and restricted cash	(623,~~886~~750		)	~~1,889~~438
Cash, cash equivalents, and restricted cash at beginning of period	2236,~~310~~882			22,~~393~~310
Cash, cash equivalents, and restricted cash at end of period	$	1513,~~424~~132		$	2422,~~282~~748

See Notes to Condensed Consolidated Financial Statements.

TIER REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business

Organization

TIER REIT, Inc. is a publicly traded (NYSE: TIER), self-managed, Dallas-based real estate investment trust focused on owning quality, well-managed commercial office properties in dynamic markets throughout the U.S. As used herein, “TIER REIT,” “TIER,” the “Company,” “we,” “us,” or “our” refers to TIER REIT, Inc. and its subsidiaries unless the context otherwise requires.

TIER REIT’s vision is to be the premier owner and operator of best-in-class office properties in TIER1 submarkets, which are primarily higher density and amenity-rich locations within select, high-growth metropolitan areas that offer a walkable experience to various amenities. Our mission is to provide unparalleled, TIER ONE Property Services to our tenants and outsized total return through stock price appreciation and dividend growth to our stockholders. TIER REIT was incorporated in June 2002 as a Maryland corporation and has elected to be treated, and currently qualifies, as a real estate investment trust, or REIT, for federal income tax purposes. As of ~~September~~March 3031, ~~2018~~2019, we owned interests in 1817 operating office properties and ~~three~~two development properties. Our operating properties are located in ~~six~~five markets throughout the United States.

Substantially all of our business is conducted through Tier Operating Partnership LP (“Tier OP”), a Texas limited partnership. Our wholly-owned subsidiary, Tier GP, Inc., a Delaware corporation, is the sole general partner of Tier OP. Our direct and indirect wholly-owned subsidiaries, Tier Business Trust, a Maryland business trust, and Tier Partners, LLC, a Delaware limited liability company, are limited partners that together with Tier GP, Inc. own all of Tier OP.

2. Basis of Presentation and Significant Accounting Policies

Interim Unaudited Financial Information

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018, which was filed with the Securities and Exchange Commission (“SEC”) on February 1211, ~~2018~~2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this report on Form 10-Q pursuant to the rules and regulations of the SEC.

The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated balance sheets as of ~~September~~March 3031, ~~2018~~2019, and December 31, ~~2017~~2018, and condensed consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the periods ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to present fairly our financial position as of ~~September~~March 3031, ~~2018~~2019, and December 31, ~~2017~~2018, and our results of operations and our cash flows for the periods ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018. These adjustments are of a normal recurring nature.

We have evaluated subsequent events for recognition or disclosure in our condensed consolidated financial statements.

Proposed Merger

On March 25, 2019, we announced our entry into a definitive merger agreement (the “Merger Agreement”) with Cousins Properties Incorporated (“Cousins”), and Murphy Subsidiary Holdings Corporation, a wholly-owned subsidiary of Cousins (“Merger Sub”), to combine in a 100% stock-for-stock transaction (the “Merger”). Under the terms of the agreement, Cousins will issue 2.98 shares of newly issued common stock in exchange for each share of TIER common stock. The all-stock merger is intended to qualify as a tax-free “reorganization” for U.S. federal income tax purposes. Upon closing, Cousins and TIER stockholders will own approximately 72% and 28% of the combined company’s stock, respectively. The transaction is subject to customary closing conditions, including receipt of the approval of both Cousins and TIER stockholders. There can be no assurance that the Merger will be completed on the terms or timeline currently contemplated or at all.

Summary of Significant Accounting Policies

Described below are certain of our significant accounting policies. The disclosures regarding several of the policies have been condensed or omitted in accordance with interim reporting regulations specified by Form 10-Q pursuant to the rules and regulations of the SEC. Please see our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for a complete listing of our significant accounting policies.

Real Estate

The following is a summary of our buildings and improvements and related lease intangibles as of ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018 (in thousands):

				Lease Intangibles
				Assets			Liabilities			~~Liabilities~~
							Acquired Above-Market Leases			Acquired Below-Market Leases
							Acquired Below-Market Leases
	Buildings andImprovements			Other Lease Intangibles
as of September 30, 2018
as of March 31, 2019
Cost	$	1,~~577~~500,~~104~~620		$	~~169~~162,~~597~~091		$	61(60,043	)	$	~~(61,124~~	)
Less: accumulated depreciation and amortization	(~~479~~438,~~491~~443		)	(66,~~086~~111		)	~~(41~~38,878		)	~~36,812~~
Net	$	1,~~097~~062,~~613~~177		$	~~103~~95,~~511~~980		$	20(21,165	)	$	~~(24,312~~	)

Lease Intangibles

Assets

Liabilities

~~Liabilities~~

Acquired Above-Market Leases

Acquired Below-Market Leases

Buildings and Improvements

Other Lease Intangibles

as of December 31, 2017

as of December 31, 2018

Cost

1,~~514~~574,~~544~~653

~~146~~170,~~926~~824

4(60,~~857~~509

)

~~(50,399~~

)

Less: accumulated depreciation and amortization

(~~453~~442,~~126~~225

)

(6069,~~298~~452

)

(437,~~438~~858

)

~~32,457~~

Net

1,~~061~~132,~~418~~428

86101,~~628~~372

~~419~~(22,651

)

~~(17,942~~

)

We amortize the value of in-place leases, in-place tenant improvements, and in-place leasing commissions to expense over the initial term of the respective leases. The tenant relationship values are amortized to expense over the tenants’ respective initial lease terms and any anticipated renewal periods, but in no event does the amortization period for intangible assets or liabilities exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the acquired lease intangibles related to that tenant would be charged to expense. The estimated remaining average useful lives for acquired lease intangibles range from an ending date of ~~October~~April ~~2018~~2019 to an ending date of November 2027.

Anticipated amortization associated with acquired lease intangibles for each of the following five years is as follows (in thousands):

October 2018 - December 2018	$	1,622
April 2019 - December 2019	$	5,386
2019	$	7,119
2020	$	6,141
2020	$	6,274
2021	$	4,899
2021	$	5,025
2022	$	4,197
2022	$	4,323
2023	$	3,634

Impairment of Real Estate-Related Assets

For our consolidated real estate assets, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted cash flows expected to be generated over the life of the asset, including its eventual disposition, to the carrying amount of the asset. In the event that the carrying amount exceeds the estimated future undiscounted cash flows ~~and also exceeds the fair value of the asset~~, we recognize an impairment loss to adjust the carrying amount of the asset to its estimated fair value. Our process to estimate the fair value of an asset involves using bona fide purchase offers or the expected sales price of an executed sales agreement, which would be considered Level 1 or Level 2 assumptions within the fair value hierarchy. To the extent that this type of third-party information is unavailable, we estimate projected cash flows and a risk-adjusted rate of return that we believe would be used by a third party market participant in estimating the fair value of an asset. This is considered a Level 3 assumption within the fair value hierarchy. These projected cash flows are prepared internally by the Company’s asset management professionals and are updated quarterly to reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. The Company’s Chief Financial Officer, Chief Accounting Officer, and Managing Director - Asset Management review these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions, which are consistent with market data or with assumptions that would be used by a third party market participant and assume the highest and best use of the real estate investment. We recorded an impairment charge of approximately $3.4 million for the nine

~~months~~Level ~~ended~~3 ~~September~~assumption 30within the fair value hierarchy. These projected cash flows are prepared internally by the Company’s asset management professionals and are updated quarterly to reflect in-place and projected leasing activity, ~~2018~~market revenue and expense growth rates, ~~related~~market capitalization rates, discount rates, and changes in economic and other relevant conditions. The Company’s Chief Financial Officer, Chief Accounting Officer, and Managing Director - Asset Management review these projected cash flows to assure that the ~~disposition~~valuation ofis prepared using reasonable inputs and assumptions, which are consistent with market data or with assumptions that would be used by a ~~property~~third party market participant and assume the highest and best use of the real estate investment. ~~For~~We recorded an impairment charge of approximately $0.9 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2019, werelated to final closing costs for properties that were impaired in 2018, and sold in 2019. We had no impairment charges for the three months ended March 31, 2018.

For our unconsolidated real estate assets, at each reporting date we compare the estimated fair value of our investment to the carrying amount. An impairment charge is recorded to the extent the fair value of our investment is less than the carrying amount and the decline in value is determined to be other ~~than~~an a other-than-temporary decline. We had no impairment charges related to our investments in unconsolidated entities for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 ~~and~~or ~~2017~~2018.

In evaluating our investments for impairment, management makes several estimates and assumptions, including, but not limited to, the projected date of disposition (the intended hold period) and sales price for each property, the estimated future cash flows of each property during our estimated ownership period, and for unconsolidated investments, the estimated future distributions from the investment. A change in these estimates and assumptions could result in understating or overstating the carrying amount of our investments, which could be material to our financial statements.

We undergo continuous evaluations of property level performance, credit market conditions, and financing options. If our assumptions regarding the cash flows expected to result from the use and eventual disposition of our properties decrease or our expected hold periods decrease, we may incur future impairment charges on our real estate-related assets. In addition, we may incur impairment charges on assets classified as held for sale in the future if the carrying amount of the asset upon classification as held for sale exceeds the estimated fair value, less costs to sell.

Hurricane Harvey

In August 2017, One & Two Eldridge Place and Three Eldridge Place (collectively known as the “Eldridge Properties”), located in Houston, Texas, experienced flood-related damage as a result of Hurricane Harvey and its aftermath. By early January 2018, all of the properties were fully operational. We carry comprehensive property, casualty, flood, and business interruption insurance that we anticipate will cover our losses at the properties, subject to a deductible. InThe ~~the~~Eldridge ~~third~~Properties ~~quarter~~were ofsold ~~2017,~~in weJanuary ~~recognized approximately $15~~2019.~~0 million for the write-off of the net book value of damaged assets, and we have incurred approximately $11.8 million of restoration expenses from August 2017 through September 2018.~~

~~The~~As ~~write-off~~ of ~~the~~March ~~net~~31, ~~book~~2019, ~~value~~we ~~of damaged assets and the restoration expenses incurred~~ have ~~been fully offset by~~ an ~~estimated~~ insurance recovery~~. Since~~ wereceivable ~~determined receipt~~ of ~~insurance~~$4.4 ~~proceeds~~million ~~is probable, the estimated insurance recovery is recorded as a receivable and is included~~ in “accounts receivable, net” on our condensed consolidated balance ~~sheets. Through~~sheet ~~September 30,~~for ~~2018,~~the weestimated ~~have~~net ~~received~~book ~~approximately~~value ~~$14.7~~of ~~million~~damaged ofassets ~~this~~and the restoration expenses incurred because we determined the insurance ~~recovery~~proceeds were probable of receipt.

To the extent that insurance proceeds ultimately exceed the net book value of damaged assets plus the restoration expenses incurred, the excess (net of the deductible) will be reflected as income in the period insurance proceeds are received or when receipt is deemed probable to occur.

We provided rent abatements through the second quarter of 2018 to tenants as a result of Hurricane Harvey. During the three months ended September 30, 2017, we provided rent abatements of approximately $1.9 million. During the nine months ended September 30, 2018 and 2017, we provided rent abatements of approximately $4.7 million and $1.9 million, respectively. These abatements were a reduction to “rental revenue” on our condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017. These rent abatements were offset by business interruption insurance proceeds received (net of estimated saved expenses) of approximately $0.7 million and $4.4 million, respectively, for the three and nine months ended September 30, 2018. We received no business interruption insurance proceeds in the three and nine months ended September 30, 2017. We anticipate we will receive additional business interruption insurance proceeds in subsequent quarters.

Cash, Cash Equivalents, and Restricted Cash

We consider investments in highly-liquid money market funds or investments with original maturities of three months or less to be cash equivalents. Restricted cash includes restricted money market accounts, as required by our lenders or by leases, for anticipated tenant improvements, property taxes and insurance, certain tenant security deposits, and additional loan security reserves.

The following is a summary of our ~~total~~ cash, cash equivalents, and restricted cash total as presented in our condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 (in thousands):

	September 30, 2018		September 30, 2017
	March 31, 2019		March 31, 2018
Cash and cash equivalents	$	59,~~192~~805	$	10,~~959~~183
Restricted cash	103,~~232~~327		1312,~~323~~565
Total cash, cash equivalents, and restricted cash	$	1513,~~424~~132	$	2422,~~282~~748

Accounts Receivable, net

The following is a summary of our accounts receivable, net as of ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018 (in thousands):

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
Straight-line rental revenue receivable	$	5152,~~061~~267		$	5751,~~372~~912
Insurance receivable	124,~~132~~358			189,~~826~~680
Tenant receivables	52,~~912~~767			45,~~221~~572
Non-tenant receivables	~~933~~1,845			~~893~~821
Allowance for doubtful accounts	~~(446~~—		)	(~~183~~650		)
Total	$	6961,~~592~~237		$	8167,~~129~~335

~~Our~~As ~~allowance~~of ~~for~~March ~~doubtful~~31, ~~accounts~~2019, isour anlease ~~estimate~~related ~~based~~receivables, onwhich ~~management’s~~includes ~~evaluation~~tenant ofreceivables ~~accounts~~and ~~where~~straight-line itrental ~~has~~revenue ~~determined~~receivables, ~~that~~are areduced ~~tenant~~for ~~may~~credit ~~not~~losses ~~meet~~as ~~its~~a ~~financial~~reduction ~~obligations~~to rental revenue. InManagement ~~these~~assesses ~~situations,~~collectability ~~management~~based ~~uses~~on its judgment, ~~based~~of onwhether ~~the~~a ~~facts~~tenant ~~and~~may ~~circumstances,~~or ~~and~~may ~~records~~not ameet ~~reserve~~its ~~for~~financial ~~that~~obligations ~~tenant~~and ~~against~~reduces ~~amounts~~these ~~due~~receivables to ~~reduce the receivable to~~ an amount it believes is collectible. ~~These reserves are reevaluated and adjusted as additional information becomes available.~~

As of December 31, 2018, prior to the adoption of the leasing standard, our allowance for doubtful accounts was an estimate based on management’s evaluation of accounts where it determined that a tenant may not meet its financial obligations. In these situations, management used its judgment, based on the facts and circumstances, and recorded a reserve for that tenant against amounts due to reduce the receivable to an amount it believed was collectible. These reserves were reevaluated and adjusted as additional information became available.

Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of our noncontrolling interests in properties. We account for these investments using the equity method of accounting in accordance with GAAP. We use the equity method of accounting when we have significant influence, but not control, of the operating and financial decisions of these investments and thereby have some responsibility to create a return on our investment. The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for our share of net income (loss), including eliminations for our share of inter-company transactions, and increased (decreased) for contributions (distributions). To the extent that we contribute assets to an unconsolidated entity, our investment in the unconsolidated entity is recorded at our cost basis in the assets that were contributed to the entity. To the extent that our cost basis is different than the basis reflected at the entity level, the basis difference is generally amortized over the life of the related asset and included in our share of equity in operations of investments.

For unconsolidated investments that have properties under development, we capitalize interest expense to our investment basis using our weighted average interest rate of consolidated debt. Capitalization begins when we are engaged in the activities necessary to get the property ready for its intended use. We cease capitalization when the development is completed and ready for its intended use or if the intended use changes such that capitalization is no longer appropriate. For the ~~nine~~three months ended ~~September~~March 3031, 2018 ~~and 2017~~, we capitalized interest incurred of approximately $0.93 million ~~and $1.0 million, respectively,~~ for unconsolidated entities with properties under development, which is included in our investments in unconsolidated entities on our condensed consolidated balance sheets. We had no unconsolidated properties under development in 2019.

Noncontrolling Interests

Noncontrolling interests ~~consists~~consist of our third-party partners’ proportionate share of equity in certain consolidated real estate properties and restricted stock units issued to our independent directors.

Revenue Recognition

Lessee Accounting

We have land that is subject to long-term ground leases, and we lease surface parking lots and parking spaces, all of which provides parking to our office tenants at certain properties. Additionally, we lease office equipment. In addition to evaluating whether a contractual arrangement contains or is a lease at lease inception, we evaluate lease classification at lease commencement. Our operating leases generally contain fixed payment terms. Right-of-use (“ROU”) assets and lease liabilities are recognized at the lease commencement date and calculated as the present value of lease payments over the respective lease term.

Management utilizes significant judgment and assumptions in assessing whether a contract contains a lease as defined by the accounting standard and also in determining the amount of the ROU asset and lease liability. The discount rate used to calculate the present value of our lease liability is evaluated for each lease at commencement. Since the implicit rate is not readily determinable for our leases, we use our incremental borrowing rate based on the information available at the commencement date. Additionally, the lease term used in our determination of the lease liability is based on our assessment of whether we will exercise extension and termination options as provided by the leases.

Revenue Recognition

Our rental revenue primarily consists of revenue generated from leases. We recognize rental income generated from all leases of consolidated real estate assets on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. Certain of our leases are subject to variable payment terms in which payments are periodically increased on the basis of increases in the Consumer Price Index (“CPI”). Changes to the CPI are not estimated as part of the related straight-line rent revenue and are recognized in the period in which the revenue is generated. Additionally, certain of our tenant leases contain options to extend or terminate the lease term. We do not include these extensions or termination options in our assessment of lease terms unless we are reasonably certain the tenant will exercise these options.

For contracts with customers (as defined by GAAP), we recognize revenue when we transfer promised goods or services to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our revenue from contracts with customers primarily consists of parking income and development fee income.

Parking income - Parking income is primarily generated (1) through contractual arrangements with management companies that operate our parking garages and remit the monthly revenue collected to us or (2) directly through tenant leases. Revenue is recognized at a point in time upon the performance of services. Accounts receivable are recorded for services provided in advance of receiving payment. Management applies judgment in determining whether we are the principal or agent in those arrangements with management companies. We report revenue and expenses from these arrangements on a gross basis since we control the fulfillment of the promise to provide the service.

Development fee income - We serve as a development manager for development projects owned by unconsolidated entities in which we have an ownership interest. Development fees are paid monthly and structured based on costs that approximate the percentage of construction completed. Our performance obligation is therefore satisfied over time, and we recognize development fee income based on progress of the developments.

Sales of Real Estate

Gain on sale of assets - Upon the disposition of a property, we recognize a gain or loss at a point in time when we determine control of the underlying asset has been transferred to the buyer. Our performance obligation is generally satisfied at closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract and a portion of the sales price is allocated to each performance obligation. When the performance obligation related to the continuing involvement is satisfied, the sales price allocated to it is recognized. There is significant judgment applied to estimate the amount of any variable consideration identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available.

3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Lease contracts are excluded from this revenue recognition criteria; however, the sale of real estate is required to follow the new model. Expanded quantitative and qualitative disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers are required under the guidance. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, or full retrospective, and one requiring prospective application of the new standard with disclosure of results under old standards, or modified retrospective. We adopted this guidance on January 1, 2018, using the modified retrospective approach applied to those contracts that were not completed as of January 1, 2018. The most material potential impact from adoption relates to how revenue is recognized for sales of real estate with continuing involvement. Prior to the adoption, profit for such sales transactions was recognized and then reduced by the maximum exposure to loss related to the nature of the continuing involvement at the time of sale. Under the new guidance, any continuing involvement must be analyzed as a separate performance obligation in the contract and a portion of the sales price allocated to each performance obligation. When the performance obligation related to the continuing involvement is satisfied, the sales price allocated to it is recognized. Upon adoption, we recorded a cumulative-effect adjustment to decrease opening cumulative distributions and net loss attributable to common stockholders by approximately $1.5 million. The adjustment represents a gain on sale that was deferred under the previous guidance. We determined since control of the underlying asset was transferred to the buyer at closing of the transaction, the gain was recognizable at the time of sale. Our internal controls with respect to accounting for real estate sales have been updated accordingly. The adoption of this guidance resulted in no other changes with respect to the timing of revenue recognition or internal controls related to our other revenue from contracts with customers, which include primarily parking income and development fee income. The additional disclosures required under the guidance related to our revenue from contracts with customers are provided in Footnote 12.

In August 2016, the FASB issued amended guidance on the classification of certain cash receipts and payments in the statement of cash flows. Of the eight types of cash flows discussed in the new standard, the classification of debt prepayment and debt extinguishment costs as financing outflows impact our financial statements as these items were previously reflected as operating outflows. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. We adopted this guidance on January 1, 2018, and the condensed consolidated statement of cash flows for the nine months ended September 30, 2017, reflects the reclassification of approximately $0.4 million of payments for debt extinguishment costs from cash provided by operating activities to cash used in financing activities.

In February 2017, the FASB issued updated guidance that clarifies the scope of asset derecognition guidance, adds guidance for partial sales of nonfinancial assets, and clarifies recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The adoption of this guidance on January 1, 2018, did not have a material impact on our financial statements or disclosures.

In May 2017, the FASB issued updated guidance on applying modification accounting to changes in the terms or conditions of a share-based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The adoption of this guidance on January 1, 2018, did not have a material impact on our financial statements or disclosures.

In August 2017, the FASB issued updated guidance to simplify the application of hedge accounting, increase transparency as to the scope and results of hedging programs, and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. The transition guidance provides the option of early adoption using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. We early adopted this guidance using the modified retrospective approach on January 1, 2018, and recorded a cumulative-effect adjustment to increase accumulated other comprehensive income with a corresponding increase to cumulative distributions and net loss attributable to common stockholders of approximately $0.8 million to eliminate hedge ineffectiveness income previously recognized.

New Accounting Pronouncements to be Adopted

In ~~February~~June 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~updated~~amended guidance that ~~sets~~requires ~~out revised principles for the recognition,~~ measurement, ~~presentation~~ and ~~disclosure~~recognition of ~~leases~~expected credit losses for ~~both~~financial ~~lessees and lessors. The guidance requires lessees to recognize~~ assets and liabilities for operating leases with lease terms greater than twelve months on the balance sheet. The guidance modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The guidance also makes changes to lessor accounting and reporting, ~~specifically~~including ~~the~~trade ~~classification of lease components~~ and ~~non-lease~~other ~~components~~receivables, ~~such~~held asat ~~services provided to tenants. New disclosures regarding~~ the ~~amount,~~reporting ~~timing,~~date ~~and~~based ~~uncertainty~~on ofhistorical ~~cash flows arising from leases are also required. In July 2018~~experience, ~~the~~current FASB issued updated guidance that provides lessors a practical expedient to not separate non-lease components from associated lease components when certain criteria are met. The combined component is accounted for under the revenue standard if the non-lease component is the predominant component of the combined component; otherwiseconditions, ~~the combined component is accounted for as an operating lease in accordance with the new leases standard. The guidance is effective for fiscal years~~ and ~~interim~~reasonable ~~periods within those years beginning after December 15, 2018, with early adoption permitted~~ and ~~was~~supportable ~~initially required to be adopted using the modified retrospective approach~~forecasts. ~~However,~~ ~~the~~This ~~updated~~is ~~guidance~~different ~~also~~from ~~provides a transition option that allows entities to apply~~ the ~~standard~~current ~~at the adoption date and recognize a cumulative-effect adjustment to opening retained earnings in the period of adoption. We expect to adopt this~~ guidance ~~effective~~as ~~January 1, 2019, and elect to apply the transition option and the practical expedients provided by~~ this ~~standard. The most significant impact~~ will berequire immediate recognition of ~~right-of-use~~estimated credit ~~assets~~losses expected ~~and~~to ~~lease~~occur ~~liabilities~~over ~~for operating leases in which we are~~ the ~~lessee,~~remaining ~~while~~life ~~our~~of ~~accounting~~many ~~for~~financial ~~operating leases in which we are the lessor will remain substantially the same~~assets. WeGenerally, ~~expect~~the topronouncement ~~recognize~~requires ~~right-of-use~~a ~~assets~~modified ~~and~~retrospective ~~lease~~method ~~liabilities equal to the present value~~ of ~~the minimum lease payments under our ground leases and parking lot leases on our condensed consolidated balance sheet upon~~ adoption. ~~Upon~~This ~~adoption, we expect to expense certain leasing costs that are capitalized under the current~~ guidance. Weis ~~are~~effective ~~currently~~for ~~evaluating~~fiscal ~~the impact this guidance will have on our financial statements when adopted.~~

In June 2016, the FASB issued amended guidance that requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Financial assets that are measured at amortized cost will be required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact this guidance will have on our financial statements when adopted. 11

Inyears June 2018, the FASB issued updated guidance that is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, ~~2018~~2019, with early adoption permitted. We are ~~still~~currently evaluating the impact this guidance, ~~but do not expect that it~~ will have ~~a material impact~~ on our financial statements when adopted.

In August 2018, the FASB issued amended guidance that removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty, and adds new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact this guidance will have on our financial statements when adopted.

Recently Adopted Accounting Pronouncements

In February 2016, FASB issued updated guidance that sets out revised principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The guidance requires lessees to recognize assets and liabilities for operating leases with lease terms greater than twelve months on the balance sheet. The guidance modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The guidance also makes changes to lessor accounting and reporting, specifically the classification of lease components and non-lease components, such as services provided to tenants. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018. We adopted this guidance on January 1, 2019, using the cumulative effect method in the period of adoption under the transition option provided by the standard. The adoption did not result in a cumulative catch-up adjustment to our opening cumulative distributions and net loss attributable to common stockholders. Upon adoption, we elected the package of practical expedients for all existing leases as of January 1, 2019, which permits us not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the adoption date. We also elected, as a lessor, the practical expedient to not separate non-lease components from associated lease components. Our non-lease components include common area maintenance and utilities services provided to tenants. We met the criteria to elect this expedient since we concluded (1) the pattern and transfer of such services and the associated lease component (i.e., rent) are the same and (2) the lease component (i.e., rent), if accounted for separately, would be classified as an operating lease. Therefore, non-lease components are accounted as part of the related lease component, which is the predominant component, under the leasing standard.

Upon adoption of the standard, as a lessee, we recognized right-of-use assets recorded within “prepaid expenses and other assets” of approximately $2.2 million and corresponding operating lease liabilities recorded within “other liabilities” of approximately $2.2 million on our condensed consolidated balance sheet related to our ground leases and surface parking lot operating leases. As a lessor, our recognition of rental income remained substantially the same with previous guidance; however, the treatment of initial direct costs has changed upon adoption. Certain external legal fees related to the successful execution of lease agreements that were previously capitalized are required to be expensed as incurred under the new accounting standard.

In June 2018, the FASB issued updated guidance that is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. We adopted this guidance on January 1, 2019, and the adoption did not have a material impact on our financial statements.

4. Real Estate Activities

Dispositions of Real Estate

The following table presents our sales ~~and other dispositions~~ of real estate for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 (in thousands):

Property Name	Date of Disposition	Location	Rentable Square Footage	Contract Sale Price		Proceeds from Sale
500 East Pratt	02/13/18	Baltimore, MD	280	$	60,000	$	56,528
Eldridge Properties (1)	01/31/19	Houston, TX	824	$	78,400	$	71,522
Centreport Office Center	02/22/18	Fort Worth, TX	133	12,696		12,421
Loop Central	03/27/18	Houston, TX	575	72,982		71,945
Fifth Third Center (1)	08/27/18	Columbus, OH	331	—		—
			1,319	$	145,678	$	140,894

_________________

(1) ~~Ownership~~Consists of ~~this~~two ~~property~~properties, ~~was~~One ~~conveyed~~& toTwo ~~the~~Eldridge ~~associated~~Place ~~lender~~and ~~pursuant~~Three toEldridge ~~a foreclosure~~Place.

Properties that have been sold or disposed contributed net loss of approximately $40.8 million and ~~$6.8 million to our~~ net income ~~for the three and nine months ended September 30, 2018, respectively. Properties that have been sold or disposed contributed loss~~ of approximately $1.0 ~~million and income of $0~~.32 million to our net income (loss) ~~income~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2019 and 2018, respectively. These amounts include impairment losses and exclude any gains related to the sales or other dispositions of these properties.

~~Acquisitions of Real Estate~~ 12

OnAcquisition ~~January 4, 2018, we acquired a 96.5% initial economic interest in Domain Point for a contract purchase price~~ of ~~approximately~~Real ~~$73.8~~Estate million (at 100%). We own a 90% interest in the entity that owns Domain Point. Domain Point is located in Austin, Texas, adjacent to our other Domain office properties and includes two buildings with 240,000 rentable square feet (combined). Assets acquired and liabilities assumed were recorded at their relative fair values and include lease intangible assets of approximately $9.3 million and acquired below-market leases of approximately $2.8 million. The estimated remaining average useful lives for these acquired lease intangibles ranged from an ending date of September 2018 to an ending date of April 2022.

On ~~March~~February 3027, ~~2018~~2019, we acquired ~~the~~a ~~remaining 50~~95% interest in ~~Domain~~3354 ~~Junction~~Peachtree ~~8 Venture LLC~~Road, ~~the~~an ~~entity~~approximate ~~that~~three-acre ~~owns~~land ~~Domain~~site 8,located ~~increasing our ownership interest~~ in ~~this property to 100%~~Atlanta, ~~for~~Georgia. aThe ~~contract~~total purchase price of ~~approximately $92.8 million, which includes~~ the ~~assumption~~joint ofventure ~~approximately~~transaction ~~$44.9~~was ~~million in mortgage debt. As a result of obtaining a controlling interest in the entity, we recognized a gain of~~ approximately $1114.12 million ~~from the remeasurement of our previously held equity interest~~ (at ~~fair value~~100%). ~~Assets~~ acquired and liabilities assumed were recorded at their relative fair values upon consolidation of the property, and include lease intangible assets of approximately $21.3 million and acquired below-market leases of approximately $8.3 million. The estimated remaining average useful lives for these acquired lease intangibles range from having an ending date of May 2025 to an ending date of November 2027.

Real Estate Held for Sale

Plaza at MetroCenter was held for sale as of September 30, 2018, and was sold on October 31, 2018. 500 East Pratt (sold in February 2018) was held for sale as of December 31, 2017. The major classes of assets and obligations associated with real estate held for sale as of September 30, 2018, and December 31, 2017, were as follows (in thousands):

	September 30, 2018		December 31, 2017
Land	$	3,130	$	—
Buildings and improvements, net of approximately $12.3 million and $29.0 million in accumulated depreciation at September 30, 2018, and December 31, 2017	24,229		45,396
Accounts receivable and other assets	2,753		3,335
Lease intangibles, net of approximately $0.8 million and $5.6 million in accumulated amortization at September 30, 2018, and December 31, 2017	2,974		2,830
Other intangible assets, net of approximately $1.2 million in accumulated amortization at December 31, 2017	—		1,787
Assets associated with real estate held for sale	$	33,086	$	53,348
Acquired below-market leases, net of approximately $1.3 million in accumulated amortization at December 31, 2017	$	—	$	364
Other liabilities	321		1,990
Obligations associated with real estate held for sale	$	321	$	2,354

5. Real Estate Under Development

When we are engaged in activities to get a potential development ready for its intended use, we capitalize interest, property taxes, insurance, ground lease payments, and direct construction costs. For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, we capitalized a total of approximately $6830.65 million, including approximately $3.1.0 million of interest. For the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, we capitalized a total of approximately $1821.38 million, which included approximately $0.98 million of interest. These costs are classified as real estate under development on our condensed consolidated balance sheets until such time that the development is complete.

6. Investments in Unconsolidated Entities

We participate in real estate ventures for the purpose of acquiring and developing office properties in which we may or may not have a controlling financial interest. Our investments in unconsolidated entities consist of our noncontrolling interests in certain properties that are accounted for using the equity method of accounting.

The following is a summary of our investments in unconsolidated entities as of ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018 (dollar amounts in thousands):

		Ownership Interest				UnconsolidatedInvestment Balance
Entity Name	Property	~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018		~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018
Domain Junction 8 Venture LLC (1)(2)	Domain 8	100.00	%	50.00	%	$	—	$	882
208 Nueces Street, LLC (1)(2)	Third + Shoal	47.50	%	47.50	%	$	30,187	$	32,746
208 Nueces Street, LLC (2)	Third + Shoal	47.50	%	47.50	%	32,112		30,970
Total (3)		`				$	32,112	$	31,852

_________________

(1) OnWe ~~March~~evaluate 30our investments in unconsolidated entities in order to determine if they are variable interest entities (“VIEs”). Based on our assessment, ~~2018~~we identified this entity as a VIE, but we ~~acquired~~are not the ~~unrelated~~primary ~~third~~beneficiary, ~~party’s~~as ~~50%~~we ~~interest~~do not have the power to direct the activities that most significantly impact the economic performance of this entity. For VIEs in ~~Domain~~which ~~Junction~~we 8are ~~Venture~~not ~~LLC~~deemed ~~increasing~~to ~~our~~be ~~ownership~~the ~~interest~~primary beneficiary, we continue to ~~100~~account for them using the equity method. The maximum amount of exposure to loss with respect to this VIE is the carrying amount of our investment and any debt guaranteed by us. As of March 31, 2019, and December 31, 2018, Tier OP guaranteed 25% of the construction loan of 208 Nueces Street, LLC, as discussed below in “Guarantees.” At March 31, 2019, our VIE had total assets of approximately $154.2 million and ~~this~~total ~~property~~liabilities ~~was~~of ~~consolidated~~approximately $99.6 million. At December 31, 2018, our VIE had total assets of approximately $140.6 million and total liabilities of approximately $85.2 million.

(2) WeOur ~~evaluate our~~ investments in unconsolidated entities inat ~~order~~March to31, ~~determine if they are variable interest entities (“VIEs”). Based on our assessment~~2019, weand ~~identified~~December ~~each of these entities as a VIE~~31, ~~but we are not the primary beneficiary~~2018, asinclude webasis doadjustments ~~not have the power to direct the activities~~ that ~~most~~total ~~significantly~~approximately ~~impact~~$4.2 ~~the~~million ~~economic~~and ~~performance~~$6.4 ofmillion, ~~these entities~~respectively. ~~For~~Basis ~~VIEs~~adjustments inrepresent ~~which we are not deemed to be~~ the ~~primary~~aggregate ~~beneficiary,~~difference webetween ~~continue~~our tohistorical ~~account~~cost ~~for~~basis ~~them~~and ~~using~~our ~~the~~ equity ~~method.~~basis ~~The~~reflected ~~maximum~~at ~~amount~~the ofjoint ~~exposure~~venture tolevel, ~~loss~~which ~~with~~is ~~respect~~typically toamortized ~~these~~over ~~VIEs is~~ the ~~carrying~~life ~~amount~~ of ~~our~~the ~~investment~~related assets and ~~any~~liabilities. ~~debt~~Basis ~~guaranteed~~differences byoccur ~~us.~~from Asimpairment of ~~September~~investments ~~30, 2018,~~ and ~~December~~upon ~~31,~~the ~~2017,~~transfer ~~Tier OP guaranteed 25% and 50%, respectively,~~ of ~~the~~assets ~~construction~~that ~~loan~~were ofpreviously ~~208~~owned ~~Nueces~~by ~~Street,~~us ~~LLC,~~into asa ~~discussed~~joint ~~below in “Guarantees~~venture.” AtIn ~~September 30~~addition, ~~2018,~~capitalized ~~our~~interest ~~VIEs have total assets of approximately $119.7 million~~ and ~~total~~certain ~~liabilities of approximately $65.1 million. At December 31~~acquisition, ~~2017~~transaction, ~~our~~and ~~VIEs~~other ~~had~~costs ~~total~~may ~~assets~~not ofbe ~~approximately~~reflected ~~$172.3~~in ~~million~~the ~~and~~net ~~total~~assets ~~liabilities~~at ofthe ~~approximately~~joint ~~$125.1~~venture ~~million~~level.

~~(3)~~ Our ~~investments~~equity in ~~unconsolidated~~operations ~~entities~~of atinvestments ~~September~~represents ~~30,~~our ~~2018,~~proportionate ~~and~~share ~~December~~of ~~31,~~the ~~2017,~~combined ~~include~~earnings ~~basis~~and ~~adjustments~~losses ~~that~~of ~~total~~our ~~approximately~~investment ~~$6.2~~for ~~million~~the ~~and~~period ~~$9.4~~of ~~million,~~our ~~respectively~~ownership. For ~~These amounts represent~~ the ~~aggregate~~three ~~difference~~months ~~between~~ended ~~our~~March ~~historical~~31, ~~cost~~2019 ~~basis~~ and ~~our equity basis reflected at the joint venture level~~2018, ~~which~~we isrecorded ~~typically~~approximately ~~amortized over the life of the related assets and liabilities~~$0.4 ~~Basis~~million ~~differences occur from impairment~~ of ~~investments~~loss and ~~upon~~approximately ~~the~~$0.3 ~~transfer~~million of ~~assets that were previously owned by us into a joint venture. In addition~~income, ~~capitalized interest and certain acquisition~~respectively, ~~transaction,~~for ~~and~~our ~~other~~share ~~costs~~of ~~may~~equity ~~not be reflected~~ in ~~the~~operations ~~net~~from ~~assets~~our atinvestments ~~the~~in ~~joint~~unconsolidated ~~venture level~~entities.

Our equity in operations of investments represents our proportionate share of the combined earnings and losses of our investments for the period of our ownership and in 2017, includes combined gains on the sales of 1325 G Street and the Colorado Building of approximately $6.7 million. For the three months ended September 30, 2018 and 2017, we recorded no income and

approximately $0.1 million of income, respectively, for our share of equity in operations from our investments in unconsolidated entities. For the nine months ended September 30, 2018 and 2017, we recorded income of approximately $0.3 million and approximately $6.4 million, respectively, for our share of equity in operations from our investments in unconsolidated entities.

Guarantees

The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In 2017, 208 Nueces Street, LLC entered into a construction loan for the development of Third + Shoal, in which Tier OP guaranteed up to 50% of the outstanding principal balance. This percentage is reduced when certain conditions in the guarantee agreement are met, and as of ~~September 30~~March 31, ~~2018~~2019, this percentage was 25%. The guarantee, which extends to October 2021 when the loan matures, includes a project completion guarantee and a payment guarantee covering a percentage of the outstanding loan.

Additionally, there is a recourse carve-out agreement in which Tier OP guarantees the entire outstanding balance of the loan in addition to any related losses that may arise from certain violations of the joint venture’s contractual agreements, including “bad boy acts.” In these situations, we have an indemnity and contribution agreement with our partners where each partner has indemnified the other for any recourse liability resulting from claims triggered by that partner.

As of September 30, 2018, 208 Nueces Street, LLC has a loan commitment of approximately $103.8 million, of which, if the full amount of the debt obligation was borrowed, we estimate approximately $26.0 million is our maximum exposure related to the payment guarantee. As of September 30, 2018, the outstanding balance of the construction loan for 208 Nueces Street, LLC was approximately $55.0 million, of which we estimate approximately $13.8 million is our maximum exposure related to the payment guarantee. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We believe that, as of September 30, 2018, in the event we become legally obligated to perform under the payment guarantee, the collateral in 208 Nueces Street, LLC should be sufficient to repay the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.

As of March 31, 2019, 208 Nueces Street, LLC has a loan commitment of approximately $103.8 million, of which, if the full amount of the debt obligation was borrowed, we estimate approximately $26.0 million is our maximum exposure related to the payment guarantee. As of March 31, 2019, the outstanding balance of the construction loan for 208 Nueces Street, LLC was approximately $73.5 million, of which we estimate approximately $18.4 million is our maximum exposure related to the payment guarantee. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We believe that, as of March 31, 2019, in the event we become legally obligated to perform under the payment guarantee, the collateral in 208 Nueces Street, LLC should be sufficient to repay the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.

7. Notes Payable, net

Our notes payable, net were approximately $~~731~~661.16 million asand ~~of September 30, 2018. Approximately~~ $~~141~~714.18 million as of ~~these~~March ~~notes~~31, ~~payable~~2019, ~~net~~and ~~were~~December ~~secured by real estate assets with a carrying value of approximately $211.2 million as of September 30~~31, 2018, respectively. As of ~~September 30~~March 31, ~~2018~~2019, all of our outstanding debt was fixed rate debt (or effectively fixed rate debt, through the use of interest rate swaps), with the exception of approximately $6672.0 million. As of ~~September 30~~March 31, ~~2018~~2019, the stated annual interest rates on our outstanding debt, ranged from approximately 3.1606% to 54.6524%. As of ~~September 30~~March 31, ~~2018~~2019, the effective weighted average interest rate for our debt is approximately 3.7945%.

Our loan agreements generally require us to comply with certain reporting and financial covenants. As of ~~September 30~~March 31, ~~2018~~2019, we believe we were in compliance with the covenants under each of our loan agreements, including our credit facility. Our outstanding debt has maturity dates that range from ~~August~~January ~~2021~~2022 to January 2025. The following table provides information regarding the timing of principal payments of our notes payable, net, as of ~~September 30~~March 31, ~~2018~~2019 (in thousands):

Principal payments due in:
October 2018 - December 2018	$	501
April 2019 - December 2019	$	—
2019	1,589
2020	—
2020	1,670
2021	—
2021	72,402
2022	297,000
2022	291,000
2023	66,000
Thereafter	366,000
2024 and Thereafter	300,000
Less: unamortized debt issuance costs (1)	(21,~~029~~450		)
Notes payable, net	$	~~731~~661,~~133~~550

________________

(1) Excludes approximately $32.05 million of unamortized debt issuance costs associated with the revolving line of credit because these costs are presented as an asset on our condensed consolidated balance sheets.

Credit Facility

We have a credit agreement through our operating partnership, Tier OP, that provides for total unsecured borrowings of up to $900.0 million, subject to our compliance with certain financial covenants. The facility consists of a $300.0 million term loan, a $275.0 million term loan, and a $325.0 million revolving line of credit. The $300.0 million term loan matures on January 17, 2025. The $275.0 million term loan matures on June 30, 2022. The revolving line of credit matures on January 18, 2022, and can be extended one additional year subject to certain conditions and payment of an extension fee. The annual interest rate on the credit facility is equal to either, at our election, (1) the “base rate” (calculated as the greatest of (i) the agent’s “prime rate”; (ii) 0.5% above the Federal Funds Effective Rate; or (iii) the LIBOR Market Index Rate plus 1.0%) plus the applicable margin or (2) LIBOR for an interest period of one, three, or six months plus the applicable margin. The applicable margin will be determined based on the ratio of total indebtedness to total asset value and ranges from 10 basis points to 235 basis points. We have entered into interest rate swap agreements to hedge interest rates on $525.0 million of these borrowings to manage our exposure to future interest rate movements. All amounts owed are guaranteed by us and certain subsidiaries of Tier OP. As of March 31, 2019, we had approximately $575.0 million in borrowings outstanding under the term loans and $22.0 million in borrowings outstanding under the revolving line of credit with the ability, subject to our most restrictive financial covenants, to borrow an additional approximately $302.4 million under the facility as a whole. As of March 31, 2019, the weighted average effective interest rate for borrowings under the credit facility as a whole, inclusive of our interest rate swaps, was approximately 3.36%.

can be extended one additional year subject to certain conditions and payment of an extension fee. The annual interest rate on the credit facility is equal to either, at our election, (1) the “base rate” (calculated as the greatest of (i) the agent’s “prime rate”; (ii) 0.5% above the Federal Funds Effective Rate; or (iii) the LIBOR Market Index Rate plus 1.0%) plus the applicable margin or (2) LIBOR for an interest period of one, three, or six months plus the applicable margin. The applicable margin will be determined based on the ratio of total indebtedness to total asset value and ranges from 10 basis points to 235 basis points. We have entered into interest rate swap agreements to hedge interest rates on $525.0 million of these borrowings to manage our exposure to future interest rate movements. All amounts owed are guaranteed by us and certain subsidiaries of Tier OP. As of September 30, 2018, we had approximately $575.0 million in borrowings outstanding under the term loans and $16.0 million in borrowings outstanding under the revolving line of credit with the ability, subject to our most restrictive financial covenants, to borrow an additional approximately $304.6 million under the facility as a whole. As of September 30, 2018, the weighted average effective interest rate for borrowings under the credit facility as a whole, inclusive of our interest rate swaps, was approximately 3.48%.

Troubled Debt Restructuring

In August 2018, ownership of Fifth Third Center, located in Columbus, Ohio, was conveyed to the associated lender pursuant to a foreclosure. This transaction was accounted for as a full settlement of the outstanding debt and related interest. As a result, we recognized a gain on troubled debt restructuring of approximately $31.0 million, or approximately $0.60 and $0.59 per common share on a basic and diluted income per share basis, respectively, for the three months ended September 30, 2018, and approximately $0.63 and $0.62 per common share on a basic and diluted income per share basis, respectively, for the nine months ended September 30, 2018.

8. Fair Value Measurements

Fair value, as defined by GAAP, is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the fair value hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the fair value hierarchy) has been established.

entity (observable inputs that are classified within Levels 1 and 2 of the fair value hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the fair value hierarchy) has been established.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Derivative financial instruments

We use derivative financial instruments, such as interest rate swaps, to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis of 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 swaps are 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.

We incorporate credit valuation adjustments (“CVAs”) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the CVAs associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the CVAs on the overall valuation of our derivative positions and have determined that they are not significant. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Unrealized gains or losses on derivatives are recorded in accumulated other comprehensive income (loss) (“OCI”) within equity at each measurement date. Our derivative financial instruments are included in “prepaid expenses and other assets” and “other liabilities” on our condensed consolidated balance sheets.

16The following table sets forth our financial assets and liabilities measured at fair value on a recurring basis, which equals book value, by level within the fair value hierarchy as of March 31, 2019, and December 31, 2018 (in thousands):

The following table sets forth our financial assets and liabilities measured at fair value on a recurring basis, which equals book value, by level within the fair value hierarchy as of September 30, 2018, and December 31, 2017 (in thousands):



				Basis of Fair Value Measurements
				Quoted Prices In Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	Total Fair Value
Description	Total Fair Value
March 31, 2019
Derivative financial instruments:
Assets	$	4,434		$	—	$	4,434		$	—
Liabilities	$	(8,050	)	$	—	$	(8,050	)	$	—

December 31, 2018
Derivative financial instruments:
Assets	$	7,751		$	—	$	7,751		$	—
Liabilities	$	(4,340	)	$	—	$	(4,340	)	$	—

			Basis of Fair Value Measurements
			Quoted PricesIn ActiveMarkets forIdentical Items(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
	Total Fair Value
Description
September 30, 2018
Derivative financial instruments:
Assets	$	15,268	$	—	$	15,268	$	—
December 31, 2017
Derivative financial instruments:
Assets	$	5,045	$	—	$	5,045	$	—

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Impairment of Real Estate Related Assets

We have recorded non-cash impairment charges related to a reduction in the fair value of certain of our assets. The inputs used to calculate the fair value of these assets included projected cash flows and a risk-adjusted rate of return that we estimated would be used by a market participant in valuing these assets or by obtaining third-party broker valuation estimates, bona fide purchase offers, or the expected sales price of an executed sales agreement.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, we recorded anadditional impairment loss of approximately $30.49 million ~~related~~for toproperties ~~the~~that ~~disposition~~were ofimpaired ~~Fifth~~in ~~Third~~2018, ~~Center~~and sold in 2019. We had approximately $541.36 million in impairment losses during the ~~year ended December 31, 2017, for a property assessed for impairment due to a change in management’s estimate of the intended hold period.~~

~~The following table summarizes the assets that were measured at fair value and impaired during the nine months ended September 30, 2018, and the year ended December 31, 2017 (in thousands):~~15

			Basis of Fair Value Measurements
Description	Fair Valueof Assets at Impairment		Quoted PricesIn ActiveMarkets forIdentical Items(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		TotalLosses
for the nine months ended September 30, 2018
Real estate	$	28,000	$	—	$	28,000	$	—	$	(3,418	)
for the year ended December 31, 2017
Real estate	$	69,353	$	—	$	69,353	$	—	$	(5,250	)

year ended December 31, 2018, for properties assessed for impairment due to the disposition of a property and changes in management’s estimate of the intended hold periods of certain of our properties.

The following table summarizes the assets that were measured at fair value and impaired during the three months ended March 31, 2019, and the year ended December 31, 2018 (in thousands):



			Basis of Fair Value Measurements
Description	Fair Value of Assets at Impairment		Quoted Prices In Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
for the three months ended March 31, 2019
Real estate	$	69,544	$	—	$	69,544	$	—	$	(937	)

for the year ended December 31, 2018
Real estate	$	97,544	$	—	$	97,544	$	—	$	(41,564	)

Financial Instruments not Reported at Fair Value

Financial instruments held at ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018, but not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, accounts receivable, notes payable, accounts payable and accrued liabilities, and other liabilities. With the exception of notes payable, the financial statement carrying amounts of these items approximate their fair values due to their short-term nature. Estimated fair values for notes payable have been determined using recent trading activity and/or bid-ask spreads and are classified as Level 2 in the fair value hierarchy.

Carrying amounts of our notes payable and the related estimated fair value as of ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018, are as follows (in thousands):



	March 31, 2019					December 31, 2018
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Notes payable	$	663,000		$	663,135	$	716,654		$	718,505
Less: unamortized debt issuance costs	(1,450		)			(1,899		)
Notes payable, net	$	661,550				$	714,755

	September 30, 2018					December 31, 2017
	CarryingAmount			FairValue		CarryingAmount			FairValue
Notes payable	$	733,162		$	734,205	$	801,339		$	805,786
Less: unamortized debt issuance costs	(2,029		)			(6,801		)
Notes payable, net	$	731,133				$	794,538

9. Derivative Instruments and Hedging Activities

We may be exposed to the risk associated with variability of interest rates that might impact our cash flows and the results of our operations. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we have used interest rate swaps as part of our interest rate risk management strategy. Our interest rate swaps involve the receipt of variable-rate amounts from counterparties in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Our hedging strategy of entering into interest rate swaps, therefore, is to eliminate or reduce, to the extent possible, the volatility of cash flows.

The following table summarizes the notional values of our derivative financial instruments (in thousands) as of ~~September 30~~March 31, ~~2018~~2019. The notional values provide an indication of the extent of our involvement in these instruments at ~~September 30~~March 31, ~~2018~~2019, but do not represent exposure to credit, interest rate, or market risks.



Type/Description	Notional Value		Index	Strike Rate		Effective Date	Maturity Date
Interest rate swap - cash flow hedge	$	125,000	one-month LIBOR	1.6775	%	12/31/14	10/31/19
Interest rate swap - cash flow hedge	$	125,000	one-month LIBOR	1.6935	%	04/30/15	10/31/19
Interest rate swap - cash flow hedge	$	125,000	one-month LIBOR	1.7615	%	06/30/15	05/31/22
Interest rate swap - cash flow hedge	$	150,000	one-month LIBOR	1.7695	%	06/30/15	05/31/22
Interest rate swap - cash flow hedge	$	62,500	one-month LIBOR	2.8220	%	10/31/19	12/31/24
Interest rate swap - cash flow hedge	$	62,500	one-month LIBOR	2.8230	%	10/31/19	12/31/24
Interest rate swap - cash flow hedge	$	125,000	one-month LIBOR	2.8220	%	10/31/19	12/31/24

The table below presents the fair value of our derivative financial instruments, included in “prepaid expenses and other assets” and “other liabilities” on our condensed consolidated balance sheets, as of ~~September 30~~March 31, ~~2018~~2019, and December 31, ~~2017~~2018 (in thousands):

Derivatives Designated as Hedging Instruments:	Derivative Assets				Derivative Liabilities
	September 30, 2018		December 31, 2017
	March 31, 2019		December 31, 2018		March 31, 2019			December 31, 2018
Interest rate swaps	$	154,~~268~~434	$	57,~~045~~751	$	(8,050	)	$	(4,340	)

The tables below present the effect of the change in fair value of derivative financial instruments in our condensed consolidated statements of operations and comprehensive income (loss) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 (in thousands):

Derivatives in Cash Flow Hedging Relationship

Gain (loss) recognized in OCI on derivatives

Three Months Ended

Nine Months Ended

For the Three Months Ended

September 30, 2018

September 30, 2017

September 30, 2018

September 30, 2017

March 31, 2019

March 31, 2018

Interest rate swaps

2(7,~~801~~027

)

~~531~~5,438

~~10,223~~

~~1,299~~

Loss (gain) reclassified from OCI into income

Loss reclassified from OCI into income

Three Months Ended

Nine Months Ended

For the Three Months Ended

Location

~~September~~March 3031, ~~2018~~2019

~~September~~March 3031, ~~2017~~2018

~~September 30, 2018~~

~~September 30, 2017~~

Interest expense (1)

~~(483~~1,020

)

~~664~~159

~~(583~~

)

~~2,863~~

______________


(1)	Changes in fair value as a result of accrued interest associated with our swap transactions are recorded in accumulated OCI and subsequently reclassified into income. Such amounts are shown net in the condensed consolidated statements of changes in equity and offset dollar for dollar.



	Total interest expense presented in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of cash flow hedges are recorded

	For the Three Months Ended
Location	March 31, 2019		March 31, 2018
Interest expense	$	5,759	$	8,109

	Total interest expense presented in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in which the effects of cash flow hedges are recorded
	Three Months Ended				Nine Months Ended
Location	September 30, 2018		September 30, 2017		September 30, 2018		September 30, 2017
Interest expense	$	7,141	$	8,406	$	23,619	$	25,421

Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments and accruals are made on our variable-rate debt. We estimate that approximately $2.3 million will be reclassified as a decrease to interest expense over the next twelve months ending March 31, 2020.

Amounts reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments and accruals are made on our variable-rate debt. During the next twelve months, we estimate that approximately $4.6 million will be reclassified as a decrease to interest expense.

We have agreements with our derivative counterparties that contain provisions where if we default on any of our indebtedness for at least 30 days, during which time such default has not been remedied, and in all cases provided that the aggregate amount of all such defaults is not less than $10.0 million for recourse debt or $75.0 million for non-recourse debt, then we could also be declared in default on our derivative obligations.

10. Commitments and Contingencies

As of ~~September 30~~March 31, ~~2018~~2019, we had commitments of approximately $2029.24 million for future ~~building improvements,~~ tenant improvements, and leasing commissions.

We have employment agreements with our five named executive officers. The term of each employment agreement ends on August 3, 2021, provided that the term will automatically continue for an additional one-year period unless either party provides 60 days written notice of non-renewal prior to the expiration of the initial term. The agreements provide for lump sum payments and an immediate lapse of restrictions on compensation received under the long-term incentive plan upon termination of employment without cause. As a result, in the event we terminated all of these agreements without cause as of ~~September 30~~March 31, ~~2018~~2019, we would have recognized approximately $1319.1 million in related compensation expense.

11. Equity

Stock Plans

Our 2015 Equity Incentive Plan allows for, and our 2005 Incentive Award Plan allowed for, equity-based incentive awards to be granted to our employees, non-employee directors, and key persons as detailed below:

Restricted stock units held by independent directors. We have outstanding restricted stock units (“RSUs”) held by our independent directors. These units vest 13 months after the grant date. Subsequent to vesting, the restricted stock units will be converted to an equivalent number of shares of common stock upon the earlier to occur of the following events or dates: (i) separation from service for any reason other than cause; (ii) a change in control of the Company; (iii) death; or (iv) a date ranging from July 2019 to February 2020, depending on the director. Expense is measured at the grant date based on the estimated fair value of the award and is recognized over the vesting period. Any forfeitures of awards are recognized as they occur.

The following is a summary of the number of outstanding RSUs held by our independent directors as of ~~September 30~~March 31, ~~2018~~2019 and ~~2017~~2018:

	September 30, 2018				September 30, 2017
	March 31, 2019				March 31, 2018
	Units		Weighted Average Price per unit		Units		Weighted Average Price per unit
Outstanding at the beginning of the year	1912,~~672~~910		$	1723.0324	3919,~~255~~672		$	1617.4503
Issued	~~12,910~~891		$	2322.2445	~~19,672~~—		$	~~17.03~~—
Converted	(192,~~672~~582	)	$	1723.0324	(391,~~255~~917	)	$	1618.4527
Outstanding at the end of the period (1)	1211,~~910~~219		$	23.2418	1917,~~672~~755		$	1716.0390

_____________

(1) As of ~~September~~March 3031, ~~2018~~2019, none of the RSUs held by our independent directors are vested.

Restricted stock units held by employees. We have outstanding RSUs held by employees. These units vest from December ~~2018~~2019 to December ~~2020~~2021 at which time the units will be converted into a number of shares of common stock, which could range from zero shares to 200% of the issued number of units. The actual number of shares of common stock issued will be based on our total stockholder return (“TSR”) percentage as compared to three metrics: our annualized TSR on a predetermined absolute basis, the TSR of the constituent companies of the Nareit Office Index (unweighted), and the TSR of a select group of peer companies.

19The following is a summary of the number of outstanding RSUs held by our employees as of March 31, 2019 and 2018:

our annualized total stockholder return (“TSR”) percentage as compared to three metrics: our TSR on a predetermined absolute basis, the TSR of the constituent companies of the NAREIT Office Index (unweighted), and the TSR of a select group of peer companies.



	March 31, 2019			March 31, 2018
	Units	Weighted Average Price per unit		Units	Weighted Average Price per unit
Outstanding at the beginning of the year	226,745	$	17.61	208,620	$	16.59
Issued	119,264	$	23.76	129,188	$	17.24
Outstanding at the end of the period	346,009	$	19.73	337,808	$	16.84

~~The~~Compensation ~~following~~cost is ameasured ~~summary~~at ofthe grant date, based on the ~~number~~estimated fair value of ~~outstanding~~the ~~RSUs~~award ~~held~~(ranging byfrom ~~our~~$16.80 ~~employees~~per unit to $27.79 per unit) as determined by a Monte Carlo simulation-based model using the assumptions outlined in the table below. Any forfeitures of ~~September 30,~~awards ~~2018~~are ~~and~~recognized ~~2017:~~as they occur.

	September 30, 2018			September 30, 2017
	Units	Weighted Average Price per unit		Units	Weighted Average Price per unit
Outstanding at the beginning of the year	208,620	$	16.59	111,063	$	15.26
Issued	129,188	$	17.24	97,557	$	18.10
Outstanding at the end of the period	337,808	$	16.84	208,620	$	16.59

Compensation cost is measured at the grant date, based on the estimated fair value of the award (ranging from $16.80 per unit to $20.95 per unit) as determined by a Monte Carlo simulation-based model using the assumptions outlined in the table below. Any forfeitures of awards are recognized as they occur.



Assumption		Value
Expected volatility		23% - 26%
Risk-free interest rate		1.53% - 2.48%
Expected term		35 months
Expected dividend yield		3.6% - 4.3%

Assumption		Value
Expected volatility		24% - 26%
Risk-free interest rate		1.15% - 2.37%
Expected term		35 months
Expected dividend yield		3.7% - 4.5%

Restricted stock. We have outstanding restricted stock held by employees. Restrictions on outstanding shares lapse based on various lapse schedules and range from December 2019 to December 2021. Compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the service period based on a tiered lapse schedule. Any forfeitures of awards are recognized as they occur.

~~Restricted~~The ~~stock. We~~following ~~have outstanding restricted stock held by employees. Restrictions on outstanding shares lapse based on various lapse schedules and range from December 2018 to December 2020. Compensation cost~~ is ~~measured~~a atsummary ~~the~~of ~~grant date based on~~ the ~~estimated~~number ~~fair~~of ~~value~~shares of ~~the~~restricted ~~award~~stock ~~and~~outstanding ~~is recognized~~ as ~~expense over the service period based on a tiered lapse schedule. Any forfeitures~~ of ~~awards~~March ~~are~~31, ~~recognized~~2019 asand ~~they occur.~~ 2018:

The following is a summary of the number of shares of restricted stock outstanding as of September 30, 2018 and 2017:



	March 31, 2019				March 31, 2018
	Shares		Weighted Average Price per share		Shares		Weighted Average Price per share
Outstanding at the beginning of the year	153,568		$	18.93	180,791		$	20.47
Issued	103,545		$	23.76	125,558		$	17.24
Forfeitures	(10,205	)	$	16.92	—		$	—
Restrictions lapsed	(25,165	)	$	26.88	(41,062	)	$	26.23
Outstanding at the end of the period	221,743		$	20.37	265,287		$	18.05

	September 30, 2018				September 30, 2017
	Shares		Weighted Average Price per share		Shares		Weighted Average Price per share
Outstanding at the beginning of the year	180,791		$	20.47	246,805		$	20.74
Issued	125,558		$	17.24	121,860		$	17.88
Forfeitures	(4,914	)	$	17.10	(20,089	)	$	17.53
Restrictions lapsed	(41,062	)	$	26.23	(57,553	)	$	25.64
Outstanding at the end of the period	260,373		$	18.07	291,023		$	18.79

For the three months ended March 31, 2019 and 2018, we recognized a total of approximately $1.0 million, for compensation expense related to the amortization of all of the equity-based incentive awards outlined above. As of March 31, 2019, the total remaining compensation cost on unvested awards was approximately $8.1 million, with a weighted average remaining contractual life of approximately 1.6 years.

For the three months ended September 30, 2018 and 2017, we recognized a total of approximately $1.2 million and $1.1 million, respectively, for compensation expense related to the amortization of all of the equity-based incentive awards outlined above. For the nine months ended September 30, 2018 and 2017, we recognized a total of approximately $3.4 million and $3.0 million, respectively, for compensation expense related to the amortization of all of the equity-based incentive awards outlined above. As of September 30, 2018, the total remaining compensation cost on unvested awards was approximately $4.7 million, with a weighted average remaining contractual life of approximately 1.1 years.

ATM Programs

On May 10, 2017, we established an at-the-market equity offering program (the “May 2017 ATM Program”) pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $125.0 million in amounts and at times as we determine from time to time. On August 8, 2018, we established an additional ATM program (the “August 2018 ATM Program” and, together with the May 2017 ATM Program, the “ATM Programs”) pursuant to which we may issue and sell shares of our common stock having an additional aggregate offering price of up to $125.0 million, in amounts and at times as we determine from time to time.

20The following table provides certain details of sales under our ATM Programs for the three months ended March 31, 2019 (dollars in thousands). There were no sales for the three months ended March 31, 2018.

The following table provides certain details of sales under our ATM Programs (dollars in thousands):



	Number of Shares Issued	Gross Proceeds		Commissions			Issuance Costs			Net Proceeds
May 2017 ATM Program	316,969	$	7,718	$	(96	)	$	(21	)	$	7,601
August 2018 ATM Program	1,125,000	27,285		(341		)	(64		)	26,880
Total	1,441,969	$	35,003	$	(437	)	$	(85	)	$	34,481

	Number of Shares Issued	Gross Proceeds		Commissions			Issuance Costs			Net Proceeds
May 2017 ATM Program
Second Quarter 2018	901,300	$	21,302	$	(266	)	$	(165	)	$	20,871
Third Quarter 2018	3,299,596	77,932		(975		)	(351		)	76,606
Total May 2017 ATM Program (1)	4,200,896	99,234		(1,241		)	(516		)	97,477
August 2018 ATM Program
Third Quarter 2018	1,616,499	37,988		(475		)	(65		)	37,448
Total ATM Programs	5,817,395	$	137,222	$	(1,716	)	$	(581	)	$	134,925

(1) Subsequent to September 30, 2018, we issued 130,172 shares of common stock under the May 2017 ATM Program, for proceeds of approximately $3.1 million, net of approximately $0.1 million of commissions.

We have no obligation to sell any of such shares under our ATM Programs. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of our common stock, our determinations of the appropriate sources of funding for the Company, and potential uses of funding available to us. We intend to use the net proceeds from the offering of such shares, if any, for general corporate purposes, which may include future acquisitions, development, and repayment of indebtedness, including borrowings under our credit facility.

12. Revenue

We recognize rental income generated from all leases of consolidated real estate assets on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. The total net increase to rental revenue due to straight-line rent adjustments for the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, was approximately $~~0.4 million and $2.~~3 ~~million, respectively~~. The total net increase to rental revenue due to straight-line rent adjustments for the nine months ended September 30, 2018 and 2017, was approximately $1.7 million and $6.1 million, respectively. When a tenant exceeds its tenant improvement allowance, this amount is reimbursed to us and recorded as a deferred rent liability, which is recognized as rental revenue over the life of the lease. The total net increase to rental revenue due to this deferred rent for the three months ended September 30, 2018 and 2017, was approximately $0.4 million and $0.4 million, respectively. The total net increase to rental revenue due to this deferred rent for the nine months ended September 30, 2018 and 2017, was approximately $1.2 million and $1.4 million, respectively. Our rental revenue also includes amortization of acquired above- and below-market leases. The total net increase to rental revenue due to the amortization of acquired above- and below-market leases for the three months ended September 30, 2018 and 2017, was approximately $1.5 million and $1.1 million, respectively. The total net increase to rental revenue due to the amortization of acquired above- and below-market leases for the nine months ended September 30, 2018 and 2017, was approximately $4.5 million and $2.9 million, respectively. Revenues relating to lease termination fees are recognized on a straight-line basis amortized from the time that a tenant’s right to occupy the leased space is modified through the end of the revised lease term. For the three months ended September 30, 2018 and ~~2017, we recognized lease termination fees of approximately~~ $0.~~3 million and $0.2 million, respectively. For the nine months ended September 30, 2018 and 2017, we recognized lease termination fees of approximately $1.0 million and $0.~~5 million, ~~respectively.~~

Included in our rental revenue is parking income of approximately $2.4 million and $2.1 million for the three months ended September 30, 2018 and 2017, respectively, and approximately $6.9 million and $6.0 million for the nine months ended September 30, 2018 and 2017, respectively, which represents revenue from contracts with customers. We had no significant development fee income for the three or nine months ended September 30, 2018. We had development fee income of approximately $0.1 million and $0.3 million for the three and nine months ended September 30, 2017, respectively.19

~~Accounts~~respectively. When ~~receivables~~a ~~from~~tenant ~~contracts~~exceeds ~~with~~its ~~customers~~tenant ~~were~~improvement allowance, this amount is reimbursed to us and recorded as a deferred rent liability, which is recognized as rental revenue over the life of the lease. The total net increase to rental revenue due to this deferred rent for the three months ended March 31, 2019 and 2018, was approximately $0.84 million and $0.64 million, asrespectively. Our rental revenue also includes amortization of ~~September 30~~acquired above- and below-market leases. The total net increase to rental revenue due to the amortization of acquired above- and below-market leases for the three months ended March 31, 2019 and 2018, was approximately $1.5 million and ~~December~~$1.3 million, respectively. Revenues relating to lease termination fees are recognized on a straight-line basis amortized from the time that a tenant’s right to occupy the leased space is modified through the end of the revised lease term. We recognized no lease termination fees for the three months ended March 31, ~~2017~~2019. For the three months ended March 31, ~~respectively~~2018, we recognized lease termination fees of approximately $0.3 million.

21Included in our rental revenue is parking income of approximately $2.1 million and $2.2 million for the three months ended March 31, 2019 and 2018, respectively, which represents revenue from contracts with customers. We had no significant development fee income for the three months ended March 31, 2019 or 2018.

13Accounts receivables from contracts with customers were approximately $0. ~~Net~~8 ~~Income~~million ~~(Loss)~~and ~~per~~$0.7 ~~Common~~million ~~Share~~as of March 31, 2019, and December 31, 2018, respectively.

13. Leasing Activity

As Lessor

Our primary source of rental income is generated from our operating leases of office space and is included in “rental revenue” on our condensed consolidated statement of operations and comprehensive income (loss). Our leases with tenants are classified as operating leases. The weighted average remaining lease term for existing leases as of March 31, 2019, was approximately 5.9 years.

After the adoption of new accounting guidance related to leasing, future minimum base rental payments due to us under these non-cancelable operating leases in effect as of March 31, 2019, are as follows (in thousands):



as of March 31, 2019	Amount
April 2019 - December 2019	$	91,882
2020	122,165
2021	106,007
2022	97,046
2023	86,093
2024 and thereafter	284,895
Total	$	788,088

Prior to adoption of new accounting guidance related to leasing, future minimum base rental payments due to us under non-cancelable leases in effect as of December 31, 2018, were as follows (in thousands):



as of December 31, 2018	Amount
2019	$	131,871
2020	127,275
2021	108,955
2022	99,782
2023	88,138
2024 and thereafter	294,965
Total	$	850,986

As Lessee

We have land that is subject to long-term ground leases, and we lease surface parking lots and parking spaces, all of which provides parking to our office tenants at certain properties. Additionally, we lease office equipment. These leases are classified as operating leases under relevant accounting guidance. As of March 31, 2019, we had operating lease ROU assets of

approximately $2.0 million recorded within “prepaid expenses and other assets” and corresponding operating lease liabilities of approximately $2.0 million recorded within “other liabilities” on our condensed consolidated balance sheet. Total rent expense for our operating leases was approximately $0.2 million for the three months ended March 31, 2019. Cash paid related to our operating lease liabilities totaled approximately $0.2 million for the three months ended March 31, 2019, and is included in cash used in operating activities on our condensed consolidated statement of cash flows.

The weighted average discount rate used to measure the ROU assets and lease liabilities for our operating leases was approximately 4.0% as of March 31, 2019. Our surface parking lot and parking space leases provide extension options. We did not recognize these extension options in the ROU assets and lease liabilities related to these leases, since we determined it is not reasonably certain that we will exercise them as we consider other parking alternatives for those properties. The weighted average remaining lease term for our operating leases was approximately 3.0 years as of March 31, 2019. Additionally, we have elected as an accounting policy not to recognize short-term leases (i.e., leases with a lease term of 12 months or less), on our condensed consolidated balance sheet. As of March 31, 2019, we have no short-term leases and therefore no lease costs associated with short-term leases for the three months ended March 31, 2019.

After the adoption of new accounting guidance related to leasing, future minimum base rental payments payable by us under these non-cancelable operating leases in effect at March 31, 2019, are as follows (in thousands):



as of March 31, 2019	Amount
April 2019 - December 2019	$	623
2020	715
2021	462
2022	175
2023	117
2024 and thereafter	—
Total	$	2,092
Less: discount	(135		)
Total operating lease liabilities	$	1,957

Prior to adoption of new accounting guidance related to leasing, future minimum base rental payments payable by us under these non-cancelable leases in effect as of December 31, 2018, were as follows (in thousands):



as of December 31, 2018	Amount
2019	$	1,448
2020	1,279
2021	995
2022	683
2023	450
2024 and thereafter	—
Total	$	4,855

14. Net Income (Loss) per Common Share

Net income (loss) per common share is calculated using the two-class method, which requires the allocation of undistributed net income between common and participating stockholders. All outstanding restricted stock awards containing rights to non-forfeitable distributions are considered participating securities for this calculation. In periods of net loss, no loss is allocated to participating securities because our participating securities do not have a contractual obligation to share in our losses.

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share data):21

	Three Months Ended						Nine Months Ended
	September 30, 2018			September 30, 2017			September 30, 2018		September 30, 2017
Numerator:
Net income (loss) attributable to common stockholders	$	22,645		$	(8,041	)	$	22,758	$	94,161
Less: net income allocated to participating securities	(112		)	—			—		(568		)
Numerator for basic net income (loss) per share	$	22,533		$	(8,041	)	$	22,758	$	93,593
Add: undistributed net income allocated to participating securities	65			—			—		410
Less: undistributed net income re-allocated to participating securities	(64		)	—			—		(406		)
Numerator for diluted net income (loss) per share (1)	$	22,534		$	(8,041	)	$	22,758	$	93,597
Denominator:
Weighted average common shares outstanding - basic	51,900			47,550			49,092		47,532
Effect of dilutive securities	717			—			858		424
Weighted average common shares outstanding - diluted	52,617			47,550			49,950		47,956
Basic net income (loss) per common share	$	0.43		$	(0.17	)	$	0.46	$	1.97
Diluted net income (loss) per common share	$	0.43		$	(0.17	)	$	0.46	$	1.95
Securities excluded from weighted average common shares outstanding-diluted because their effect would be anti-dilutive	13			753			15		27

The following table reflects the calculation of basic and diluted net income (loss) per common share for the three months ended March 31, 2019 and 2018 (in thousands, except per share data):



	For the Three Months Ended
	March 31, 2019			March 31, 2018
Numerator:
Net income (loss) attributable to common stockholders	$	(14,124	)	$	8,390
Less: net income allocated to participating securities	—			—
Numerator for basic net income (loss) per share	$	(14,124	)	$	8,390
Add: undistributed net income allocated to participating securities	—			—
Less: undistributed net income re-allocated to participating securities	—			—
Numerator for diluted net income (loss) per share (1)	$	(14,124	)	$	8,390

Denominator:
Weighted average common shares outstanding - basic	54,320			47,645
Effect of dilutive securities	—			655
Weighted average common shares outstanding - diluted	54,320			48,300

Basic net income (loss) per common share	$	(0.26	)	$	0.18
Diluted net income (loss) per common share	$	(0.26	)	$	0.17

Securities excluded from weighted average common shares outstanding - diluted because their effect would be anti-dilutive	826			19

_______________


(1)	In periods where there is no undistributed net income to allocate to participating securities, the treasury stock method is used to calculate dilutive securities.

2215. Supplemental Cash Flow Information

~~14.~~ Supplemental ~~Cash~~cash ~~Flow~~flow ~~Information~~information is summarized below for the three months ended March 31, 2019 and 2018 (in thousands):

Supplemental cash flow information is summarized below for the nine months ended September 30, 2018 and 2017 (in thousands):



	Three Months Ended
	March 31, 2019		March 31, 2018
Interest paid, net of amounts capitalized	$	5,301	$	7,804
Income taxes paid	$	—	$	2

Non-cash investing activities:
Property and equipment additions in accounts payable and accrued liabilities	$	22,248	$	17,712
Lease liabilities arising from obtaining right-of-use assets	$	2,153	$	—
Liabilities assumed through the purchase of real estate	$	—	$	7,028
Escrow deposits applied to purchase of real estate	$	—	$	21,350
Escrow deposit applied to purchase of real estate from noncontrolling interest	$	—	$	150
Acquisition of controlling interest in unconsolidated entity	$	—	$	927

Non-cash financing activities:
Mortgage notes assumed (1)	$	—	$	89,733
Unrealized gain on interest rate derivatives	$	—	$	5,438
Unrealized loss on interest rate derivatives	$	7,027	$	—

	Nine Months Ended
	September 30, 2018		September 30, 2017
Interest paid, net of amounts capitalized	$	22,956	$	18,727
Income taxes paid	$	759	$	404
Non-cash investing activities:
Property and equipment additions in accounts payable and accrued liabilities	$	17,412	$	14,539
Liabilities assumed through the purchase of real estate	$	7,028	$	3,267
Escrow deposits applied to purchase of real estate	$	21,350	$	14,000
Escrow deposit applied to purchase of real estate from noncontrolling interest	$	150	$	—
Transfer of real estate and lease intangibles through cancellation of debt	$	28,000	$	—
Sale of real estate and lease intangibles to unconsolidated joint venture	$	—	$	13,804
Acquisition of controlling interest in unconsolidated entity	$	927	$	9,770
Accrued insurance receivable for property damages	$	—	$	15,000
Non-cash financing activities:
Mortgage notes assumed (1)	$	89,733	$	146,000
Cancellation of debt through transfer of real estate	$	48,177	$	—
Unrealized gain on interest rate derivatives	$	10,223	$	1,299

_________________

(1) The approximately $89.7 million mortgage notes assumed during the ~~nine~~three months ended ~~September~~March 3031, 2018, includes approximately $44.9 million of debt assumed when we acquired the remaining 50.00% interest in our Domain 8 property, and approximately $44.9 million of debt associated with our previously held 50.00% unconsolidated interest in the Domain 8 property. Domain 8 was consolidated during the ~~nine~~three months ended ~~September~~March 3031, 2018. The approximately $146.0 million mortgage notes assumed during the nine months ended September 30, 2017, includes approximately $66.0 million of debt assumed when we acquired Legacy Union One, approximately $40.1 million of debt assumed when we acquired the remaining 50.16% interest in our Domain 2 and Domain 7 properties, and approximately $39.9 million of debt associated with our previously held 49.84% unconsolidated interest in the Domain 2 and Domain 7 properties. Domain 2 and Domain 7 were consolidated during the nine months ended September 30, 2017.

2322



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

The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and the notes thereto.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include discussion and analysis of the financial condition of TIER REIT, Inc. and our subsidiaries (which may be referred to herein as “TIER REIT”, “TIER,” the “Company,” “we,” “us” or “our”), including our ability to rent space on favorable terms, our ability to address debt maturities and fund our capital requirements, our intentions to acquire, develop, or sell certain properties, the value of our assets, our anticipated capital expenditures, the amount and timing of any anticipated future cash distributions to our stockholders and other matters. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “would,” “could,” “should,” “objectives,” “strategies,” “opportunities,” “goals,” “position,” “future,” “vision,” “mission,” “strive,” “project” and variations of these words and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief, or current expectations of our management based on their knowledge and understanding of the business and industry, the economy, and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018, as filed with the SEC on February 1211, ~~2018~~2019, and elsewhere in this Quarterly Report on Form 10-Q and the factors described below:

•risks associated with our ability to consummate the Merger and the timing and closing of the Merger;


•	market disruptions and economic conditions experienced by the U.S. economy or real estate industry as a whole and the local economic conditions in the markets in which our properties are located;


•	our ability to renew expiring leases and lease vacant spaces at favorable rates or at all;


•	the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency, or a general downturn in their businesses;


•	the availability of cash flow from operating activities to fund distributions and capital expenditures;


•	our ability to raise capital in the future by issuing additional equity or debt securities, selling our assets, or otherwise to fund our future capital needs;


•	the availability and terms of financing, including the impact of higher interest rates on the cost and/or availability of financing;


•	our ability to strategically acquire, develop, or dispose of assets on favorable terms, or at all;


•	our level of debt and the terms and limitations imposed on us by our debt agreements;


•	our ability to retain our executive officers and other key personnel;


•	unfavorable changes in laws or regulations impacting our business or our assets; and


•	factors that could affect our ability to qualify as a real estate investment trust for federal income tax purposes.

Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this report, and may ultimately prove to be incorrect or false. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

2423

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018. There have been no significant changes to our critical accounting policies since December 31, ~~2017~~2018.

Overview

As of ~~September 30~~March 31, ~~2018~~2019, we owned interests in 1817 operating office properties with approximately 6.71 million rentable square feet and ~~three~~two development properties that will consist of approximately ~~989~~620,000 rentable square feet. Our operating properties are located in ~~six~~five markets throughout the United States, and substantially all of our business is conducted through our operating partnership, Tier Operating Partnership LP (“Tier OP”).

As an owner of real estate, our operating results depend heavily on successfully leasing and operating the office space in our portfolio. Economic growth and employment levels in our target markets are, and will continue to be, important factors in predicting our future operating results.

The key components affecting our rental revenue are occupancy, rental rates, operating cost recovery income, new developments when completed, acquisitions, and dispositions. Occupancy generally increases during times of declining supply or economic growth, as our ability to lease space outpaces vacancies that occur upon the expirations of existing leases. Occupancy generally decreases during times of oversupply or economic decline, when new vacancies tend to outpace our ability to lease space. Acquisitions, dispositions, and new developments when completed directly impact our rental revenue and could impact our occupancy, depending upon the occupancy of the properties that are acquired, sold, or completed. A further indicator of the predictability of future revenue is the expected lease expirations at our operating properties. As a result, in addition to seeking to increase our occupancy by leasing current vacant space, we also concentrate our leasing efforts on renewing existing leases prior to expiration.

~~2018~~Proposed ~~Key Objectives~~ Merger

~~During~~On ~~2018~~March 25, 2019, we announced our ~~intention~~entry ~~has~~into ~~been~~a definitive merger agreement (the “Merger Agreement”) with Cousins Properties Incorporated (“Cousins”), and Murphy Subsidiary Holdings Corporation, a wholly-owned subsidiary of Cousins (“Merger Sub”), to ~~grow~~combine in a ~~prudent~~100% ~~manner~~stock-for-stock ~~that~~transaction ~~reinforces~~(the ~~our~~“Merger”). Under ~~fundamental~~the ~~strategy~~terms of ~~owning~~the ~~and~~agreement, ~~operating~~Cousins ~~best-~~will issue 2.98 shares of newly issued common stock in exchange for each share of TIER common stock. The all-~~class~~stock ~~office~~merger ~~properties~~is ~~within~~intended ~~TIER1~~to ~~submarkets~~qualify inas ~~our~~a ~~seven~~tax-free ~~target~~“reorganization” ~~growth~~for ~~markets~~U.S. federal income tax purposes. ~~Provided~~Upon ~~accommodative~~closing, ~~market~~Cousins ~~conditions~~and ~~persist~~TIER stockholders will own approximately 72% and 28% of the combined company’s stock, werespectively. The ~~expect~~transaction ~~development~~is subject to ~~comprise~~customary aclosing ~~significant~~conditions, ~~portion~~including receipt of ~~our~~the ~~investment~~approval ~~activity~~of ~~over~~both Cousins and TIER stockholders. There can be no assurance that the ~~next~~Merger ~~several~~will ~~years~~be completed on the terms or timeline currently contemplated or at all.

~~Our~~2019 ~~business~~Key ~~strategy~~Objectives for 2018 has included the following four objectives: (1) optimize value in select investments and redeploy capital to create additional value; (2) expand our active development pipeline; (3) extend the portfolio’s weighted average in-place lease term and increase occupancy in the Houston market to drive sustained cash flow growth; and (4) reduce leverage and extend our weighted average debt maturity date. There can be no assurance regarding our achievement of any of our objectives.

~~Optimize~~If ~~value~~the Merger is not completed, we would continue to focus on our previously stated business strategy for the upcoming year, including the following four objectives: (1) generate proceeds from planned dispositions; (2) invest in ~~select~~strategic ~~investments~~acquisitions; (3) replenish our pre-development pipeline; and ~~redeploy~~(4) ~~capital~~commence toconstruction ~~create~~of additional ~~value~~development projects. There can be no assurance regarding our achievement of any of our objectives.

WeGenerate continue to seek to sell remaining properties located outside of our target growth markets and divest of select non-core properties in our target markets as we determine that capital can be more efficiently allocated for long-term value creation. In certain instances, we may reallocate capital between target growth markets to balance relative market concentration. In the first nine months of 2018, we exited the Baltimore, Maryland, market with the sale of 500 East Pratt and the Columbus, Ohio, market with the disposition of Fifth Third Center. Additionally, we sold Centreport Office Center, located in Fort Worth, Texas, and Loop Central located in Houston, Texas. These sales generated approximately $145.7 million in gross proceeds tofrom ~~us. We~~planned redeployed these proceeds when we acquired a 96.5% initial economic interest in Domain Point, located in Austin, Texas, for a contract purchase price of $73.8 million (at 100%) and when we acquired the remaining 50% interest in the entity that owns Domain 8, also located in Austin, Texas, for a contract purchase price of $92.8 million, which included the assumption of approximately $44.9 million in mortgage debt. dispositions

~~Expand~~We expect to generate proceeds from planned dispositions as we determine that capital can be more efficiently allocated to create additional value through our ~~active~~build-to-core development ~~pipeline~~program. In January 2019, we sold the Eldridge Properties for a contract sales price of approximately $78.4 million.

~~Development~~Invest ~~is an important component of our strategy~~ in ~~2018;~~strategic however, we remain disciplined as we continue our build-to-core development program. In May 2018, we commenced the development of Domain 12. Domain 12 will contain approximately 320,000 rentable square feet and is 100% pre-leased. In October 2018, we commenced the development of Domain 10. Domain 10 will contain approximately 300,000 rentable square feet. Domain 10 and Domain 12 are located in Austin, Texas, adjacent to our other Domain properties. acquisitions

25We continue to target strategic acquisitions, which would allow us to further enhance our portfolio, increase our influence and concentration within TIER1 submarkets, and begin to rebalance our portfolio across our target growth markets.

~~Extend~~Replenish ~~the~~our ~~portfolio’s weighted average in~~pre-~~place~~development ~~lease term and increase occupancy in the Houston market to drive sustained cash flow growth~~pipeline

AsWe ofwill ~~September 30,~~seek ~~2018,~~to ~~the~~add ~~weighted~~new ~~average~~projects ~~in-place~~to ~~lease term for~~ our ~~portfolio~~pre-development ~~was~~pipeline ~~5.3~~by ~~years. Through~~purchasing ~~our~~or ~~recent~~controlling ~~and~~new ~~active~~ development ~~projects,~~sites wethrough ~~intend~~acquisitions, ~~to extend our weighted average in-place lease term~~options, ~~which~~or wejoint ~~believe~~ventures. Controlling ~~provides~~key ~~protection~~land ~~from~~parcels ~~market~~will ~~and~~provide ~~industry~~additional ~~concentration~~development asopportunities ~~well~~ as ~~drives cash flow growth from both superior yields and lower recurring capital expenditures. Additionally,~~ we ~~will~~begin ~~continue~~ to ~~seek~~rebalance toour ~~increase~~portfolio ~~occupancy~~across in our ~~Houston~~target ~~portfolio,~~growth ~~which was 79~~markets.4% In ~~occupied~~February ~~as of September 30~~2019, ~~2018,~~we asre-entered ~~compared to 93.7% for~~ the ~~balance~~Atlanta ofmarket ~~our~~when ~~portfolio.~~

~~The following table sets forth information regarding our leasing activity for the three and nine months ended September 30, 2018:~~24

Three months ended September 30, 2018	Renewal			Expansion			New			Total
Square feet leased	26,000			19,000			75,000			120,000
Weighted average lease term (in years)	7.3			5.7			9.9			8.7
Increase (decrease) in weighted average net rental rates per square foot per year (1)	$	(0.05	)	$	4.24		$	1.33		$	1.50
% increase in weighted average net rental rates per square foot per year	—		%	17		%	6		%	7		%
Leasing cost per square foot per year (2)	$	2.85		$	8.69		$	11.73		$	9.79
Nine months ended September 30, 2018
Square feet leased	130,000			43,000			109,000			282,000
Weighted average lease term (in years)	6.6			5.5			9.2			7.4
Increase in weighted average net rental rates per square foot per year (1)	$	3.01		$	4.79		$	2.20		$	3.00
% increase in weighted average net rental rates per square foot per year	14		%	21		%	11		%	14		%
Leasing cost per square foot per year (2)	$	2.76		$	4.77		$	9.70		$	6.45

we acquired a 95% interest in 3354 Peachtree Road, an approximate three-acre land site in the Buckhead submarket.

~~_________________~~Commence construction of additional development projects

Development is an important component of our strategy, and provided accommodative market conditions persist, we will continue the prudent execution of our build-to-core development program. With appropriate risk mitigation, the development of additional properties could increase our real estate holdings and deliver cash flow growth as we begin to rebalance our portfolio across our target growth markets.

Leasing Activity

The following table sets forth information regarding our leasing activity for the three months ended March 31, 2019:



Three months ended March 31, 2019	Renewal			Expansion			New			Total
Square feet leased	8,000			27,000			32,000			67,000
Weighted average lease term (in years)	6.4			6.4			6.9			6.6
Increase in weighted average net rental rates per square foot per year (1)	$	3.63		$	8.97		$	8.57		$	8.16
% increase in weighted average net rental rates per square foot per year	16		%	41		%	44		%	39		%
Leasing cost per square foot per year (2)	$	3.57		$	2.73		$	10.63		$	6.78

________________________

(1)

Weighted average net rental rates are calculated as the straight-line fixed base rental amount paid by a tenant under the terms of their related lease agreements, less any portion of that base rent used to offset real estate taxes, utility charges, and other operating expenses incurred in connection with the leased space, weighted for the relative square feet under the lease. Increase reflects change in net rental rates related to the lease previously occupying the specific space.


(2)	Includes tenant improvements and leasing commissions.

Reduce leverage and extend weighted average debt maturity date

We continue to manage our balance sheet with a goal of reducing our leverage over the intermediate term. We anticipate further reducing our leverage by increasing our revenue through mark-to-market of in-place leases, delivery of our development properties, and occupancy gains. In early 2018, we amended our credit facility to extend the maturity dates and add key new members to our lending group. During 2018, we have reduced our consolidated debt balance from approximately $801.3 million to approximately $733.2 million as of September 30, 2018, and we have reduced our leverage primarily through the use of approximately $138.0 million of net proceeds from equity raised under our ATM Programs in 2018. As of September 30, 2018, we have no debt maturing until 2021.

Results of Operations

The results of operations of our consolidated operating and non-operating properties are included in the discussion below, and include properties sold, disposed, and acquired (or newly consolidated) in ~~2018~~2019 and ~~2017~~2018 for our period of ownership. The term “same store” in the discussion below includes our consolidated operating office properties that are owned and operated for the entirety of the two periods being compared and excludes properties held for sale.

Three months ended ~~September~~March 3031, ~~2018~~2019, as compared to the three months ended ~~September~~March 3031, ~~2017~~2018

Rental Revenue. Rental revenue for the three months ended ~~September~~March 3031, ~~2018~~2019, was approximately $5450.81 million as compared to approximately $5054.91 million for the three months ended ~~September~~March 3031, ~~2017~~2018, a $34.90 million ~~increase~~decrease. Our non-same store properties had a decrease of approximately $03.67 million in rental revenue primarily due to a decrease of approximately $610.72 million from the sale ~~(or held for sale classification)~~ of properties, partially offset by an increase of approximately $63.19 million from acquired and newly consolidated properties and an increase of approximately $2.6 million from a property that recently commenced operations. Our same store properties had ana ~~increase~~decrease of approximately $40.53 million, primarily as a result of ~~approximately~~increased ~~$4.4~~free ~~million~~rent ~~due~~concessions toresulting ~~increases~~ in ~~average~~approximately ~~occupancy~~$1.1 ~~and~~million ~~rental~~in ~~rates,~~decreased ~~increased~~ rental revenue ofand approximately $10.3 million ~~due~~in to fewer ~~free~~lease ~~rent~~termination ~~concessions,~~fees. These andecreases ~~increase~~in ofrental ~~approximately~~revenue ~~$0.7~~from ~~million~~our ofsame ~~business~~store ~~interruption~~properties ~~insurance~~were ~~proceeds~~partially ~~related~~offset toby an increase in straight-line rent ~~abatements~~revenue ~~previously~~of ~~provided~~approximately to$0.7 ~~tenants~~million atand ~~our~~an ~~Eldridge~~increase ~~Properties~~of approximately $0.4 million as a result of ~~Hurricane~~increases in average occupancy and rental rates.

26 Property Operating Expenses. Property operating expenses for the three months ended March 31, 2019, were approximately $11.1 million as compared to approximately $13.2 million for the three months ended March 31, 2018, a $2.1 million decrease. Our non-same store properties had a decrease of approximately $2.5 million primarily due to a decrease of approximately $3.3 million from the sale of properties, partially offset by increases of approximately $0.5 million from acquired and newly consolidated properties and approximately $0.3 million from a property that recently commenced operations. Our same store properties had an increase of approximately $0.4 million primarily due to higher repairs and maintenance and security expenses.

~~Harvey~~Real Estate Taxes. Real estate taxes for the three months ended March 31, ~~and~~2019, ~~increased~~were ~~parking~~approximately ~~income~~$8.1 ofmillion as compared to approximately $8.8 million for the three months ended March 31, 2018, a $0.37 million decrease. ~~These~~Our ~~increases~~non-same instore ~~rental~~properties ~~revenue~~had an increase of approximately $0.2 million primarily due to an increase of approximately $0.7 million from ~~our~~acquired ~~same~~and ~~store~~newly consolidated properties ~~were~~and approximately $0.5 million from a property that recently commenced operations, partially offset by a decrease inof ~~straight-line~~approximately ~~rent~~$1.0 ~~revenue~~million from the sale of properties. Our same store properties had a decrease of approximately $20.49 million primarily due to higher estimated assessed values in certain markets in 2018 and increased property tax refunds received in 2019.

Property Operating Expenses. Property operating expenses for the three months ended September 30, 2018, were approximately $13.3 million as compared to approximately $13.2 million for the three months ended September 30, 2017, a $0.1 million increase. Our non-same store properties had a decrease of approximately $1.4 million primarily due to a decrease of approximately $2.4 million from the sale (or held for sale classification) of properties, partially offset by an increase of approximately $1.1 million from acquired and newly consolidated properties. Our same store properties had an increase of approximately $1.5 million, primarily due to higher repairs and maintenance, security, and utilities expenses. 25

Interest Expense. Interest expense for the three months ended ~~September~~March 3031, ~~2018~~2019, was approximately $75.18 million as compared to approximately $8.41 million for the three months ended ~~September~~March 3031, ~~2017~~2018, and was comprised of interest expense and amortization of deferred financing fees. The $12.3 million decrease was primarily due to ~~capitalized~~decreased average outstanding borrowings and interest rates, which ~~reduced~~decreased our interest expense by approximately $1.08 million, ~~decreased amortization of deferred financing fees of approximately $0.5 million,~~ and decreased default interest of approximately $0.26 million. ~~These~~ ~~decreases were partially offset by increased average outstanding borrowings and increased interest rates, which increased our interest expense by approximately $0.4 million.~~

~~Real~~Asset ~~Estate~~Impairment ~~Taxes~~Losses. ~~Real~~ We ~~estate~~had ~~taxes for the three months ended September 30, 2018, were~~ approximately $90.29 million asin ~~compared~~asset toimpairment ~~approximately~~losses ~~$8.4 million~~ for the three months ended ~~September~~March 3031, ~~2017~~2019, arelated ~~$0.8~~to ~~million~~final ~~increase. Our~~closing ~~non-same~~costs ~~store~~for properties ~~had~~that anwere ~~increase~~impaired ofin ~~approximately~~2018, ~~$0.6 million primarily due to an increase of approximately $1.1 million from acquired~~ and ~~newly~~sold ~~consolidated~~in ~~properties, which was partially offset by a decrease of approximately $0~~2019.~~6 million from the sale (or held for sale classification) of properties.~~ ~~Our~~We ~~same store properties~~ had anno ~~increase~~asset ofimpairment ~~approximately~~losses ~~$0.2~~for ~~million~~the ~~primarily~~three ~~due~~months toended ~~higher~~March ~~estimated~~31, ~~assessed values in certain markets in~~ 2018.

~~Asset~~General ~~Impairment~~and ~~Losses~~Administrative. We General ~~had~~and administrative expenses for the three months ended March 31, 2019, were approximately $38.49 million inas ~~asset~~compared ~~impairment~~to ~~losses~~approximately $5.5 million for the three months ended ~~September~~March 3031, 2018, ~~related~~and towere ~~the~~comprised ~~disposition~~ of ~~our~~corporate ~~Fifth~~general ~~Third~~and ~~Center~~administrative ~~property~~expenses including payroll costs, directors’ and officers’ insurance premiums, audit and tax fees, legal fees, and other administrative expenses. WeThe ~~had~~$3.4 nomillion ~~asset~~increase ~~impairment~~was ~~losses~~primarily ~~for~~due to expenses related to the ~~three~~pending ~~months~~Merger ~~ended~~of ~~September~~approximately 30$3.7 million, ~~2017~~partially offset by decreased professional services of approximately $0.3 million.

~~General~~Depreciation and ~~Administrative~~Amortization. ~~General~~ Depreciation and ~~administrative~~amortization ~~expenses~~expense for the three months ended ~~September~~March 3031, ~~2018~~2019, ~~were~~was approximately $522.19 million as compared to approximately $524.26 million for the three months ended ~~September~~March 3031, ~~2017,~~2018. The ~~and~~$1.7 ~~were~~million ~~comprised~~decrease ofwas ~~corporate~~related ~~general~~to ~~and~~our ~~administrative~~non-same ~~expenses~~store ~~including~~properties ~~payroll~~which ~~costs,~~had ~~directors’~~a ~~and~~decrease ~~officers’~~of ~~insurance~~approximately ~~premiums,~~$4.5 ~~audit~~million ~~and~~from ~~tax~~the ~~fees,~~sale ~~legal~~of ~~fees~~properties, ~~and~~partially ~~other~~offset ~~administrative~~by ~~expenses. The~~an increase of approximately $0.1.9 million ~~decrease~~from isacquired ~~primarily~~and ~~due~~newly toconsolidated ~~lower~~properties ~~legal~~and ~~expenses,~~an ~~partially~~increase ~~offset~~of byapproximately ~~increased~~$0.9 ~~payroll~~million ~~costs~~from a property that recently commenced operations.

~~Depreciation~~Loss ~~and~~on ~~Amortization.~~Early ~~Depreciation~~Extinguishment ~~and~~of ~~amortization~~Debt. We ~~expense~~had ~~for~~an ~~the three months ended September 30, 2018, was~~ approximately $246.80 million asloss ~~compared~~on toearly ~~approximately~~extinguishment ~~$23.8~~of ~~million~~debt for the three months ended ~~September~~March 3031, ~~2017~~2019, aas ~~$1.0~~compared ~~million~~to ~~increase. Our non-same store properties had~~ an ~~increase of~~ approximately $09.50 million ~~due~~loss toon anearly ~~increase~~extinguishment of ~~approximately~~debt ~~$3.4~~for ~~million~~the ~~from~~three ~~acquired~~months ~~and~~ended ~~newly~~March ~~consolidated properties~~31, ~~partially~~2018. The ~~offset~~2019 byloss awas ~~decrease~~primarily ofrelated ~~approximately~~to prepayment ~~$2.9~~costs ~~million~~and ~~from~~ the ~~sale~~write-off ~~(or held for sale classification)~~ of ~~properties. Our~~unamortized ~~same~~deferred ~~store~~financing ~~properties~~fees ~~had~~related to an ~~increase~~early payoff of ~~approximately $0~~debt.5 The ~~million~~2018 loss was primarily ~~due~~related to ~~accelerated~~the ~~depreciation~~write-off ~~and~~of ~~amortization~~unamortized ~~expense~~deferred offinancing ~~approximately~~fees ~~$0.3~~and ~~million~~financing asfees apaid ~~result~~in ofconnection anwith ~~early~~amending ~~lease~~our ~~termination.~~credit facility.

Gain on ~~Troubled~~Sale ~~Debt~~of ~~Restructuring~~Assets. We had no gain on sale of assets for the three months ended March 31, 2019. We had approximately $3112.0 million in gain on ~~troubled~~sale ~~debt~~of ~~restructuring~~assets for the three months ended ~~September~~March 3031, 2018, primarily related to ~~the~~our ~~foreclosure~~sales of ~~Fifth~~500 ~~Third~~East ~~Center. We~~Pratt, ~~had~~Centreport noOffice ~~gain~~Center, onand ~~troubled~~Loop ~~debt restructuring for the three months ended September 30, 2017~~Central.

~~Nine~~Equity in Operations of Investments. Equity in operations of investments for the three months ended ~~September~~March 3031, ~~2018~~2019, was a loss of approximately $0.4 million as compared to income of approximately $0.3 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, and was comprised of our share of the earnings and losses of our unconsolidated investments. The $0.7 million decrease was primarily due to losses at Third + Shoal in 2019, as it recently commenced operations, partially offset by earnings at Domain 8 in 2018. Domain 8 was consolidated when we purchased the remaining interest on March 30, 2018.

~~Rental~~Gain ~~Revenue. Rental~~on ~~revenue~~Remeasurement ~~for~~of ~~the~~Investment ~~nine~~in ~~months~~Unconsolidated ~~ended~~Entities. We ~~September~~had ~~30,~~no ~~2018,~~gain ~~was~~on ~~approximately~~remeasurement ~~$163.0~~of ~~million~~investment asin ~~compared~~unconsolidated toentities ~~approximately $161.8 million~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2017, a $1~~2019.~~2 million increase.~~ ~~Our~~We ~~non-same store properties~~ had ~~a decrease of~~ approximately $411.12 million in ~~rental~~gain ~~revenue~~on ~~primarily~~remeasurement ~~due to a decrease~~ of ~~approximately~~investment ~~$23.9~~in ~~million~~unconsolidated ~~from~~entities for the ~~sale~~three ~~(or~~months ~~held~~ended ~~for~~March ~~sale classification) of properties~~31, ~~partially offset by an increase of approximately $19.4 million from acquired and newly consolidated properties. Our same store properties had an increase of approximately $5.3 million~~2018, ~~primarily~~ as a result of anobtaining ~~increase~~a incontrolling ~~rental~~interest ~~rates~~in ofDomain ~~approximately $6.~~8 ~~million, decreased free rent concessions resulting in increased rental revenue of approximately $2.4 million,~~ and anremeasuring ~~increase in parking and lease termination fee income of approximately $1.8 million. These increases in rental revenue from~~ our ~~same~~previously ~~store~~held ~~properties~~equity ~~were~~interest ~~partially~~at ~~offset~~fair ~~by a decrease in straight-line rent revenue of approximately $4~~value.~~8 million and a decrease in average occupancy resulting in a decrease of approximately $1.4 million.~~

Property Operating Expenses. Property operating expenses for the nine months ended September 30, 2018, were approximately $38.8 million as compared to approximately $41.8 million for the nine months ended September 30, 2017, a $3.0

million decrease. Our non-same store properties had a decrease of approximately $5.2 million primarily due to a decrease of approximately $7.6 million from the sale (or held for sale classification) of properties, partially offset by an increase of approximately $2.5 million from acquired and newly consolidated properties. Our same store properties had an increase of approximately $2.2 million, primarily due to higher repairs and maintenance, security, and bad debt expenses.

Interest Expense. Interest expense for the nine months ended September 30, 2018, was approximately $23.6 million as compared to approximately $25.4 million for the nine months ended September 30, 2017, and was comprised of interest expense and amortization of deferred financing fees. The $1.8 million decrease was primarily due to increased capitalized interest that reduced our interest expense by approximately $2.1 million, decreased amortization of deferred financing fees of approximately $1.4 million, and decreased default interest of approximately $0.2 million, partially offset by increased average outstanding borrowings and increased interest rates, which increased our interest expense by approximately $1.9 million.

Real Estate Taxes. Real estate taxes for the nine months ended September 30, 2018, were approximately $27.1 million as compared to approximately $25.8 million for the nine months ended September 30, 2017. The $1.3 million increase was primarily related to our non-same store properties due to an increase of approximately $3.7 million from acquired and newly consolidated properties, partially offset by a decrease of $2.6 million from the sale (or held for sale classification) of properties.

Asset Impairment Losses. We had approximately $3.4 million in asset impairment losses for the nine months ended September 30, 2018, related to the disposition of our Fifth Third Center property. We had no asset impairment losses for the nine months ended September 30, 2017.

General and Administrative. General and administrative expenses for the nine months ended September 30, 2018, were approximately $16.0 million as compared to approximately $16.5 million for the nine months ended September 30, 2017, and were comprised of corporate general and administrative expenses including payroll costs, directors’ and officers’ insurance premiums, audit and tax fees, legal fees, and other administrative expenses. The $0.5 million decrease is primarily due to lower transfer agent, legal, and investor relations costs.

Depreciation and Amortization. Depreciation and amortization expense for the nine months ended September 30, 2018, was approximately $76.6 million as compared to approximately $71.0 million for the nine months ended September 30, 2017, a $5.6 million increase. Our non-same store properties had an increase of approximately $2.0 million primarily due to an increase of approximately $11.4 million from acquired and newly consolidated properties, partially offset by a decrease of approximately $9.4 million from the sale (or held for sale classification) of properties. Our same store properties had an increase of approximately $3.6 million primarily due to accelerated depreciation and amortization expense of approximately $1.8 million as a result of plans to renovate lobby space at our Eldridge properties and approximately $0.9 million from an early lease termination. The remaining approximately $0.9 million of increased expense is primarily due to the addition of real estate assets.

Interest and Other Income. Interest and other income was approximately $0.6 million for the nine months ended September 30, 2018, as compared to approximately $1.3 million for the nine months ended September 30, 2017. The $0.7 million decrease is primarily due to lower development fee income in 2018 as Third + Shoal, an unconsolidated development property, nears completion.

Loss on Early Extinguishment of Debt. We had an approximately $9.0 million loss on early extinguishment of debt for the nine months ended September 30, 2018, related to the write-off of unamortized deferred financing fees and financing fees paid to lenders in connection with our amended credit facility. We had an approximately $0.5 million loss on early extinguishment of debt for the nine months ended September 30, 2017, primarily comprised of prepayment costs and the write-off of unamortized deferred financing fees related to early payoffs of debt.

Gain on Troubled Debt Restructuring. We had approximately $31.0 million in gain on troubled debt restructuring for the nine months ended September 30, 2018, related to the foreclosure of Fifth Third Center. We had no gain on troubled debt restructuring for the nine months ended September 30, 2017.

Equity in Operations of Investments. Equity in operations of investments for the nine months ended September 30, 2018, was approximately $0.3 million as compared to approximately $6.4 million for the nine months ended September 30, 2017, and was comprised of our share of the earnings and losses of our unconsolidated investments. The $6.1 million decrease was primarily due to 2017 gains on the sales of 1325 G Street and the Colorado Building of approximately $6.7 million, partially offset by earnings of Domain 8, which was fully operational in 2018. Domain 8 was consolidated when we purchased the remaining interest in March 2018.

Gain on Sale of Assets. We had approximately $11.9 million in gain on sale of assets for the nine months ended September 30, 2018, primarily related to our sales of 500 East Pratt, Centreport Office Center, and Loop Central. We had approximately

$92.0 million in gain on sale of assets for the nine months ended September 30, 2017, primarily related to our sales of Buena Vista Plaza, Eisenhower I, Three Parkway, the Louisville Portfolio, and the sale of substantially all of our investment in the Wanamaker Building.

Gain on Remeasurement of Investment in Unconsolidated Entities. We had approximately $11.1 million in gain on remeasurement of investment in unconsolidated entities for the nine months ended September 30, 2018, as a result of obtaining a controlling interest in Domain 8 and remeasuring our previously held equity interest at fair value. We had approximately $14.2 million in gain on remeasurement of investment in unconsolidated entities for the nine months ended September 30, 2017, as a result of obtaining a controlling interest in Domain 2 and Domain 7 and remeasuring our previously held equity interest at fair value.

Cash Flow Analysis

~~Nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2018~~2019, as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018

Cash ~~provided~~used byin operating activities was approximately $4111.90 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019. Cash ~~provided~~used byin operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, was approximately $422.51 million. WeThe ~~had (1) approximately~~ $7.8.9 million ~~less~~change ~~cash~~is ~~received~~ primarily ~~due~~attributable to (1) the ~~results~~timing of ~~our~~receipt ~~real~~of ~~estate~~revenues ~~property~~and ~~operations~~payment of expenses, which ~~included~~resulted in approximately $95.09 million ofmore ~~operating~~net ~~distributions~~cash outflows from ~~the~~working ~~sales~~capital ofassets ~~our~~and ~~investments~~liabilities in ~~unconsolidated~~the ~~entities~~three inmonths ~~2017,~~ended ~~net~~March of31, ~~interest expense~~2019, ~~and~~compared ~~general~~to ~~and~~the ~~administrative~~three ~~expenses;~~months ~~partially~~ended ~~offset~~March by31, 2018; (2) ~~a decrease in cash paid for lease commissions and other lease intangibles of~~ approximately $32.07 million; ~~and~~less ~~(3)~~cash ~~the~~received ~~timing~~primarily ofdue ~~receipt~~to ofthe ~~revenues~~results ~~and payment~~ of ~~expenses,~~our ~~which~~real ~~resulted~~estate inproperty ~~approximately~~operations, ~~$4.2~~net ~~million~~of ~~less~~interest ~~net~~expense, ~~cash~~and ~~outflows~~general ~~from~~and ~~working~~administrative ~~capital~~expenses; ~~assets~~ and ~~liabilities~~(3) inan ~~the~~increase ~~nine~~in ~~months~~cash ~~ended~~paid ~~September~~for ~~30,~~lease ~~2018,~~commissions ~~compared~~and toother ~~the~~lease ~~nine~~intangibles ~~months~~of ~~ended~~approximately ~~September~~$0.3 ~~30, 2017~~million.

Cash ~~used~~provided inby investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, was approximately $4221.47 million and was primarily comprised of purchases of real estate of approximately $99.2 million, monies used to fund capital expenditures for existing real estate and real estate under development (including our investment in unconsolidated entities and net of insurance proceeds ~~for capital expenditures) of approximately $82.6 million, and escrow deposits for anticipated real estate purchases of approximately $3.4 million, partially offset by proceeds~~ from the sale of assets of approximately $~~141~~71.15 million, ~~and~~investments ~~return~~in ofunconsolidated ~~investments~~entities of ~~approximately~~ $12.71 million~~. Cash~~ ~~provided by investing activities for the nine months ended September 30, 2017, was approximately $186.6 million~~ and ~~was~~insurance ~~primarily comprised of~~ proceeds ~~from the sales~~ of ~~assets of~~ approximately $~~330~~1.06 million ~~and return of investments of approximately $23.4 million primarily due to proceeds received from a loan that was refinanced~~, partially offset by purchases of real estate of approximately $9318.07 million, and monies used to fund capital expenditures for existing real estate and real estate under development of approximately $45.6 million, investments in unconsolidated entities of approximately $19.2 million related to development activities at an unconsolidated property, and escrow deposits for anticipated real estate purchases of approximately $9.0 million.

Cash used in financing activities for the nine months ended September 30, 2018, was approximately $6.5 million and was primarily comprised of payments on notes payable, financing costs, and early extinguishment of debt, net of proceeds from notes payable of approximately $116.7 million and distributions of approximately $26.9 million, partially offset by approximately$134.9 million of issuance of common stock under the ATM Programs, net of associated costs, and $2.5 million of contributions from noncontrolling interests. Cash used in financing activities for the nine months ended September 30, 2017, was approximately $227.2 million and was primarily comprised of payments on notes payable, financing costs, and early extinguishment of debt, net of proceeds from notes payable of approximately $192.8 million and distributions of approximately $34.4 million.

approximately $34.9 million. Cash provided by investing activities for the three months ended March 31, 2018, was approximately $14.1 million and was primarily comprised of proceeds from the sale of assets of approximately $141.4 million and return of investments of approximately $1.7 million, partially offset by purchases of real estate of approximately $98.9 million, monies used to fund capital expenditures for existing real estate and real estate under development of approximately $26.7 million, and escrow deposits for anticipated real estate purchases of approximately $3.0 million.

Cash used in financing activities for the three months ended March 31, 2019, was approximately $34.4 million and was primarily comprised of payments on notes payable, and early extinguishment of debt, net of proceeds from notes payable of approximately $59.3 million and distributions of approximately $10.0 million, partially offset by approximately $34.5 million of issuance of common stock under the ATM Programs, net of associated costs, and $0.7 million of contributions from noncontrolling interests. Cash used in financing activities for the three months ended March 31, 2018, was approximately $11.6 million and was primarily comprised of distributions of approximately $8.6 million and payments on notes payable, financing costs, and early extinguishment of debt, net of proceeds from notes payable of approximately $5.2 million, partially offset by approximately $2.5 million of contributions from noncontrolling interests.

Funds from Operations (“FFO”)

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient for evaluating operating performance. FFO is a non-GAAP financial measure that is widely recognized as a measure of a REIT’s operating performance. We use FFO as defined by the National Association of Real Estate Investment Trusts (“Nareit”), which is net income (loss), computed in accordance with GAAP, excluding gains (or losses) from sales of property and impairments of depreciable real estate (including impairments of investments in unconsolidated entities that resulted from measurable decreases in the fair value of the depreciable real estate held by the unconsolidated entity), plus depreciation and amortization of real estate assets, and after related adjustments for unconsolidated entities and noncontrolling interests. The determination of whether impairment charges have been incurred is based partly on anticipated operating performance and hold periods. Estimated undiscounted cash flows from a property, derived from estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges for depreciable real estate are excluded from net income (loss) in the calculation of FFO as described above, impairments reflect a decline in the value of the applicable property that we may not recover.

in the calculation of FFO as described above, impairments reflect a decline in the value of the applicable property that we may not recover.

We believe that the use of FFO, together with the required GAAP presentations, is helpful in understanding our operating performance because it excludes real estate-related depreciation and amortization, gains and losses from property dispositions, and impairments of depreciable real estate assets, and as a result, when compared period to period, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, which are not immediately apparent from net income. Factors that impact FFO include fixed costs, yields on cash held in accounts, income from portfolio properties and other portfolio assets, interest rates on debt financing, and operating expenses.

We also evaluate FFO, excluding certain items. The items excluded relate to certain non-operating activities or certain non-recurring activities that create significant FFO volatility. We believe it is useful to evaluate FFO excluding these items because it provides useful information in analyzing comparability between reporting periods and in assessing the sustainability of our operating performance.

FFO and FFO, excluding certain items, should not be considered as alternatives to net income (loss), or as indicators of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make distributions. Additionally, the exclusion of impairments limits the usefulness of FFO and FFO, excluding certain items, as historical operating performance measures since an impairment charge indicates that operating performance has been permanently affected. FFO and FFO, excluding certain items, are non-GAAP measurements and should be reviewed in connection with other GAAP measurements. Our FFO and FFO, excluding certain items, as presented may not be comparable to amounts calculated by other REITs that do not define FFO in accordance with the current Nareit definition, or interpret it differently, or that identify and exclude different items related to non-operating activities or certain non-recurring activities.

The following section presents our calculations of FFO (as defined by Nareit) attributable to common stockholders and FFO attributable to common stockholders, excluding certain items, for the three and ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, and provides additional information related to our FFO attributable to common stockholders and FFO attributable to common stockholders, excluding certain items.

3027

The table below is presented in thousands, except per share amounts:

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
	March 31, 2019			March 31, 2018
Net income (loss)	$	22(14,~~567~~217	)	$	(8,~~051~~326	)	$	~~22,531~~		$	~~94,211~~
Noncontrolling interests	7893			1064			~~227~~			~~(50~~		)
Net income (loss) attributable to common stockholders	22(14,~~645~~124		)	(8,~~041~~390		)	~~22,758~~			~~94,161~~
Adjustments:
Real estate depreciation and amortization from consolidated properties	2422,~~770~~843			2324,~~653~~500			~~76,281~~			~~70,641~~
Real estate depreciation and amortization from unconsolidated properties	—1,001			~~289~~391			~~391~~			~~986~~
Real estate depreciation and amortization - noncontrolling interests	(~~544~~450		)	—(433		)	~~(1,759~~		)	—
Impairment of depreciable real estate	~~3,418~~937			—			~~3,418~~			—
Gain on sale of depreciable real estate	—			—(12,014		)	~~(11,924~~		)	~~(98,725~~		)
Gain on remeasurement of investment in unconsolidated entities	—			—(11,242		)	~~(11,090~~		)	~~(14,168~~		)
Noncontrolling interests	~~389~~303			~~(16~~297		)	~~1,296~~			23
FFO attributable to common stockholders	5010,~~678~~510			159,~~885~~889			~~79,371~~			~~52,918~~
Adjustments:
Severance charges	—			—19			~~127~~			~~451~~
Interest rate hedge ineffectiveness expense (1)	—			8			—			9
Merger expenses	3,674			—
Loss on early extinguishment of debt	—6,025			—8,988			~~8,988~~			~~545~~
Gain on troubled debt restructuring	(31,006		)	—			(31,006		)	—
Default interest (1)	—			602
Default interest (2)	388			616			1,599			1,827
Noncontrolling interests	(2		)	(4		)
Noncontrolling interests	10			(1		)	6			(2		)
FFO attributable to common stockholders, excluding certain items	$	20,207		$	19,494
FFO attributable to common stockholders,excluding certain items	$	20,070		$	16,508		$	59,085		$	55,748
Weighted average common shares outstanding - basic	54,320			47,645
Weighted average common shares outstanding - basic	51,900			47,550			49,092			47,532
Weighted average common shares outstanding - diluted	55,045			48,300
Weighted average common shares outstanding - diluted	52,617			48,160			49,950			47,956
Net income (loss) per common share - diluted	$	(0.26	)	$	0.17
Net income (loss) per common share - diluted	$	0.43		$	(0.17	)	$	0.46		$	1.95
FFO per common share - diluted	$	0.19		$	0.20
FFO per common share - diluted	$	0.96		$	0.33		$	1.59		$	1.10
FFO, excluding certain items, per common share - diluted	$	0.37		$	0.40
FFO, excluding certain items, per common share - diluted	$	0.38		$	0.34		$	1.18		$	1.16

_____________

(1) ~~Interest~~We ~~rate~~had ~~swaps~~a ~~are~~non-recourse ~~adjusted~~loan toin ~~fair~~default ~~value~~that ~~through~~subjected ~~other~~us ~~comprehensive~~to ~~income.~~incur ~~However,~~default ~~because our~~ interest ~~rate~~at ~~swaps do not have~~ a ~~LIBOR~~rate ~~floor~~that ~~while~~was ~~the~~500 ~~hedged~~basis ~~debt~~points ishigher ~~subject~~than ~~to a LIBOR floor,~~ the ~~portion~~stated ~~of the change in fair value of our~~ interest rate. ~~swaps~~The ~~attributable~~ownership toof ~~this~~the ~~mismatch~~property iswas ~~reclassified~~conveyed to ~~interest rate hedge ineffectiveness expense. We adopted new accounting guidance on January 1, 2018, that eliminates~~ the ~~requirement~~associated tolender ~~separately~~in ~~measure~~August ~~and report hedge ineffectiveness expense~~2018.

~~(2)~~For ~~We had~~ a ~~non-recourse~~more ~~loan~~detailed indiscussion ~~default~~of ~~that~~certain ~~subjected~~changes usin ~~to incur default interest at a rate that was 500 basis points higher than~~ the ~~stated~~factors ~~interest~~listed ~~rate.~~above, ~~The~~refer ~~ownership of the property was conveyed~~ to ~~the~~“Results ~~associated~~of ~~lender~~Operations” inbeginning ~~August~~on ~~2018~~page 25.

We provided rent abatements through the second quarter of 2018 to tenants as a result of Hurricane Harvey. During the three months ended September 30, 2017, we provided rent abatements of approximately $1.9 million. During the nine months ended September 30, 2018 and 2017, we provided rent abatements of approximately $4.7 million and $1.9 million, respectively. These abatements were a reduction to “rental revenue” on our condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017. These rent abatements were offset by business interruption insurance proceeds received (net of estimated saved expenses) of approximately $0.7 million and $4.4 million, respectively, for the three and nine months ended September 30, 2018. We received no business interruption proceeds in the three and nine months ended September 30, 2017. We anticipate we will receive additional business interruption insurance proceeds in subsequent quarters. 28

For a more detailed discussion of certain changes in the factors listed above, refer to “Results of Operations” beginning on page 26.

Same Store Net Operating Income and Same Store Cash Net Operating Income (“Same Store NOI” and “Same Store Cash NOI”)

Same Store NOI is equal to rental revenue, less lease termination fee income, property operating expenses (excluding tenant improvement demolition costs), real estate taxes, and property management expenses for our same store properties and is considered a non-GAAP financial measure. Same Store Cash NOI is equal to Same Store NOI less non-cash revenue items including straight-line rent adjustments and the amortization of above- and below-market rent. The same store properties include our interest in our operating office properties not held for sale and owned and operated for the entirety of both periods being compared and include our comparable ownership percentage in each period for properties in which we own an unconsolidated interest that is accounted for using the equity method. We view Same Store NOI and Same Store Cash NOI as important measures of the operating performance of our properties because they allow us to compare operating results of properties owned and operated for the entirety of both periods being compared and therefore eliminate variations caused by acquisitions or dispositions during such periods.

Same Store NOI and Same Store Cash NOI presented by us may not be comparable to Same Store NOI or Same Store Cash NOI reported by other REITs that do not define Same Store NOI or Same Store Cash NOI exactly as we do. We believe that in order to facilitate a clear understanding of our operating results, Same Store NOI and Same Store Cash NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements and notes thereto. Same Store NOI and Same Store Cash NOI should not be considered as an indicator of our ability to make distributions, as alternatives to net income (loss) as an indication of our performance, or as measures of cash flows or liquidity.

The table below presents our Same Store NOI and Same Store Cash NOI with a reconciliation to net income (loss) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 (in thousands). The same store properties for these comparisons consist of 1615 operating properties and 5.93 million square feet. Our ~~for~~Domain ~~the~~Point ~~three-month~~property ~~comparison~~which ~~and~~we 14acquired ~~operating~~on ~~properties~~January ~~and 5.~~4, ~~million~~2018, ~~square~~is ~~feet~~reflected ~~for~~as ~~the~~consolidated ~~nine-month comparison. Legacy Union One was acquired in June 2017,~~ and isat ~~included~~90% inownership for the three-month comparison periods presented ~~below~~. Our Domain 8 property is reflected as unconsolidated and at the prior year ownership percentage of 50% ~~for~~in ~~the~~both ~~three-month comparison~~ periods ~~presented below~~. Domain 8 became operational in the third quarter of 2017, and we acquired full ownership on March 30, 2018. ~~Our~~ ~~Domain 2 and Domain 7 properties (two properties in which we acquired full ownership in January 2017) are reflected below as consolidated and at 100% ownership in all periods presented.~~

			Three Months Ended						Nine Months Ended
			For the Three Months Ended
			September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
			March 31, 2019			March 31, 2018
Same Store Revenue:
	Rental revenue		$	4641,~~592~~740		$	42,~~113~~091		$	~~128,281~~		$	~~122,945~~
		Less: Lease termination fees	~~(276~~—		)	(~~177~~335		)	~~(986~~		)	~~(207~~		)
			46,316			41,936			127,295			122,738
			41,740			41,756
Same Store Expenses:
		Property operating expenses (less tenant improvement demolition costs)	119,~~103~~423			9,~~568~~173			~~31,320~~			~~29,046~~
		Real estate taxes	76,~~856~~345			7,~~684~~249			~~21,680~~			~~21,697~~
		Property management fees	2563			2556			76			66
	Property expenses		1815,~~984~~831			1716,~~277~~478			~~53,076~~			~~50,809~~
Same Store NOI - consolidated properties			2725,~~332~~909			2425,~~659~~278			~~74,219~~			~~71,929~~
Same Store NOI - unconsolidated properties (at ownership %)			1,272			728			—			—
Same store NOI - noncontrolling interest adjustment			(116		)	(129		)
Same Store NOI			$	28,604		$	25,387		$	74,219		$	71,929
Same Store NOI - unconsolidated properties (at ownership %)			1,349			1,114
Increase in Same Store NOI			12.7		%				3.2		%
Same Store NOI			$	27,142		$	26,263
Same Store NOI			$	27,332		$	24,659		$	74,219		$	71,929
Increase in Same Store NOI			3.3		%
		Less:
Same Store NOI			$	25,909		$	25,278
		Straight-line rent revenue adjustment	288			(2,085		)	222			(4,528		)
		Less:
		Above- and below-market rent amortization	(1,052		)	(1,156		)	(2,859		)	(2,922		)
		Straight-line rent revenue adjustment	(1,460		)	(713		)
Same Store Cash NOI - consolidated properties			26,568			21,418			71,582			64,479
		Above- and below-market rent amortization	(1,245		)	(1,383		)
Same Store Cash NOI - unconsolidated properties (at ownership %)			840			(283		)	—			—
Same Store Cash NOI - consolidated properties			23,204			23,182
Same Store Cash NOI			$	27,408		$	21,135		$	71,582		$	64,479
Same store Cash NOI - noncontrolling interest adjustment			(86		)	(95		)
Increase in Same Store Cash NOI			29.7		%				11.0		%
Same Store Cash NOI - unconsolidated properties (at ownership %)			1,145			707
Same Store Cash NOI			$	24,263		$	23,794
Increase in Same Store Cash NOI			2.0		%

3229

			Three Months Ended						Nine Months Ended
			For the Three Months Ended
			September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
			March 31, 2019			March 31, 2018
Reconciliation of net income (loss) to Same Store NOI and Same Store Cash NOI
	Net income (loss)		$	22(14,~~567~~217	)	$	(8,~~051~~326	)	$	~~22,531~~		$	~~94,211~~
		Adjustments:
		Interest expense	75,~~141~~759			8,~~406~~109			~~23,619~~			~~25,421~~
		Asset impairment losses	~~3,418~~937			—			~~3,418~~			—
		Tenant improvement demolition costs	36206			~~127~~108			~~170~~			~~242~~
		General and administrative	58,~~128~~945			5,~~157~~503			~~16,008~~			~~16,490~~
		Depreciation and amortization	2422,~~834~~903			2324,~~785~~616			~~76,584~~			~~70,966~~
		Interest and other income	(49154		)	(~~170~~45		)	~~(644~~		)	~~(1,271~~		)
		Loss on early extinguishment of debt	—6,025			—8,988			~~8,988~~			~~545~~
		Gain on troubled debt restructuring	(31,006		)	—			(31,006		)	—
		Gain on sale of assets	—			(12,014		)
		Provision for income taxes	~~228~~234			~~202~~195			~~637~~			~~297~~
		Equity in operations of investments	—446			(67287		)	~~(287~~		)	~~(6,367~~		)
		Gain on sale of assets	—			—			(11,924		)	(92,012		)
		Gain on remeasurement of investment in unconsolidated entities	—			(11,242		)
		Gain on remeasurement of investment in unconsolidated entities	—			—			(11,090		)	(14,168		)
		Net operating income of non-same store properties	(5,175		)	(6,644		)
		Net operating income of non-same store properties	(4,689		)	(4,553		)	(21,799		)	(22,218		)
		Lease termination fees	—			(335		)
		Lease termination fees	(276		)	(177		)	(986		)	(207		)
		Same store NOI - noncontrolling interest adjustment	(116		)	(129		)
		Same Store NOI of unconsolidated properties (at ownership %)	1,~~272~~349			~~728~~1,114			—			—
Same Store NOI			2827,~~604~~142			2526,~~387~~263			~~74,219~~			~~71,929~~
		Straight-line rent revenue adjustment	~~288~~(1,460		)	(~~2,085~~713		)	~~222~~			~~(4,528~~		)
		Above- and below-market rent amortization	(1,~~052~~245		)	(1,~~156~~383		)	~~(2,859~~		)	~~(2,922~~		)
		Cash NOI adjustments for unconsolidated properties (at ownership %)	(432		)	(1,011		)	—			—
		Cash NOI adjustments for noncontrolling interest	30			34
Same Store Cash NOI			$	27,408		$	21,135		$	71,582		$	64,479
		Cash NOI adjustments for unconsolidated properties (at ownership %)	(204		)	(407		)
Same Store Cash NOI			$	24,263		$	23,794

WeFor ~~provided rent abatements through the second quarter of 2018 to tenants as~~ a ~~result~~more ofdetailed ~~Hurricane~~discussion ~~Harvey. During the three months ended September 30, 2017, we provided rent abatements~~ of ~~approximately~~certain ~~$1.9~~changes ~~million. During~~in the ~~nine~~factors ~~months~~listed ~~ended September 30~~above, ~~2018~~refer ~~and 2017, we provided rent abatements of approximately $4.7 million and $1.9 million, respectively. These abatements were a reduction~~ to “~~rental~~Results ~~revenue” on our condensed consolidated statements~~ of ~~operations~~Operations” ~~and~~beginning ~~comprehensive~~on ~~income~~page ~~(loss) for the three and nine months ended September 30, 2018 and 2017~~25. ~~These~~ rent abatements were offset by business interruption insurance proceeds received (net of estimated saved expenses) of approximately $0.7 million and $4.4 million, respectively, for the three and nine months ended September 30, 2018. We received no business interruption proceeds in the three and nine months ended September 30, 2017. We anticipate we will receive additional business interruption insurance proceeds in subsequent quarters. The timing difference of rent abatements provided and business interruption insurance proceeds received for the Eldridge Properties was a significant driver to the increase in Same Store NOI and Same Store Cash NOI. Excluding the Eldridge Properties, the increase in Same Store NOI would have been approximately 3.0% and 2.4% for the three and nine months ended September 30, 2018, respectively, as compared to the same periods in 2017, and the increase in Same Store Cash NOI would have been approximately 18.1% and 11.7% for the three and nine months ended September 30, 2018, respectively, as compared to the same periods in 2017.

For a more detailed discussion of certain changes in the factors listed above, refer to “Results of Operations” beginning on page 26.

Liquidity and Capital Resources

As of ~~September 30~~March 31, ~~2018~~2019, we had cash and cash equivalents of approximately $59.28 million and restricted cash of approximately $103.23 million. We also have a credit facility with a borrowing capacity of $900.0 million (as described in more detail below). As of ~~September 30~~March 31, ~~2018~~2019, we had approximately $~~591~~597.0 million of outstanding borrowings and had the ability, subject to our most restrictive financial covenants, to borrow an additional approximately $~~304~~302.64 million under the credit facility as a whole.

Our expected actual and potential short- and long-term liquidity sources are, among others, cash and cash equivalents, restricted cash, revenue from our properties, proceeds from available borrowings under our credit facility and additional secured or unsecured debt financings and refinancings, proceeds from the sales of properties, and proceeds from selling equity or debt securities of the Company in the future if and when we believe it is appropriate to do so.

or unsecured debt financings and refinancings, proceeds from the sales of properties, and proceeds from selling equity or debt securities of the Company in the future if and when we believe it is appropriate to do so.

We may also seek to generate capital by contributing one or more of our existing assets to a joint venture with a third party. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved. Our ability to successfully identify, negotiate, and complete joint venture transactions on acceptable terms or at all is highly uncertain.

Generally, our principal liquidity needs are operating and administrative expenses, payment of principal and interest on our outstanding indebtedness, including repaying or refinancing our outstanding indebtedness as it matures, capital improvements to our properties, including commitments for future tenant improvements, property developments, property acquisitions, and distributions to our stockholders. AsOn ofMarch ~~September 30~~1, ~~2018~~2019, ~~none~~we ofrepaid ~~our~~approximately $75.5 million of debt, ~~including~~secured by our ~~share~~One ofBriarLake ~~debt~~Plaza atproperty ~~our~~that ~~unconsolidated~~was ~~properties~~scheduled to mature in August 2021. We paid an approximate $5.7 million pre-payment penalty in connection with the repayment. As of March 31, 2019, none of our debt matures before ~~August~~January ~~2021~~2022.

At projected operating levels, we anticipate we have adequate capital resources and liquidity to meet our short-term and long-term liquidity requirements.

Notes Payable, net

Our notes payable, net were approximately $~~731~~661.16 million as of ~~September 30,~~March ~~2018. Approximately $141.1 million of these notes payable~~31, ~~net were secured by real estate assets with a carrying value of approximately $211~~2019.~~2 million as of September 30, 2018.~~ As of ~~September 30~~March 31, ~~2018~~2019, all of our outstanding debt was fixed rate debt (or effectively fixed rate debt, through the use of interest rate swaps), with the exception of approximately $6672.0 million. As of ~~September 30~~March 31, ~~2018~~2019, the stated annual interest rates on our outstanding debt, ranged from approximately 3.1606% to 54.6524%. As of ~~September 30~~March 31, ~~2018~~2019, the effective weighted average interest rate for our ~~outstanding~~ debt is approximately 3.7945%.

Credit Facility

We have a credit agreement through our operating partnership, Tier OP, that provides for total unsecured borrowings of up to $900.0 million, subject to our compliance with certain financial covenants. The facility consists of a $300.0 million term loan, a $275.0 million term loan, and a $325.0 million revolving line of credit. The $300.0 million term loan matures on January 17, 2025. The $275.0 million term loan matures on June 30, 2022. The revolving line of credit matures on January 18, 2022, and can be extended one additional year subject to certain conditions and payment of an extension fee. The annual interest rate on the credit facility is equal to either, at our election, (1) the “base rate” (calculated as the greatest of (i) the agent’s “prime rate”; (ii) 0.5% above the Federal Funds Effective Rate; or (iii) the LIBOR Market Index Rate plus 1.0%) plus the applicable margin or (2) LIBOR for an interest period of one, three, or six months plus the applicable margin. The applicable margin will be determined based on the ratio of total indebtedness to total asset value and ranges from 10 basis points to 235 basis points. We have entered into interest rate swap agreements to hedge interest rates on $525.0 million of these borrowings to manage our exposure to future interest rate movements. All amounts owed are guaranteed by us and certain subsidiaries of Tier OP. As of ~~September 30~~March 31, ~~2018~~2019, we had approximately $575.0 million in borrowings outstanding under the term loans and $1622.0 million in borrowings outstanding under the revolving line of credit with the ability, subject to our most restrictive financial covenants, to borrow an additional approximately $~~304~~302.64 million under the facility as a whole. As of ~~September 30~~March 31, ~~2018~~2019, the weighted average effective interest rate for borrowings under the credit facility as a whole, inclusive of our interest rate swaps, was approximately 3.4836%.

Troubled Debt Restructuring

Distributions

Distributions are authorized at the discretion of our board of directors based on its analysis of numerous factors, including but not limited to our performance over the previous period, expectations of performance over future periods, forthcoming cash needs, earnings, cash flow, anticipated cash flow, capital expenditure requirements, cash on hand, and general financial condition. The board’s decisions are also influenced, in substantial part, by the requirements necessary to maintain our REIT status. On February 6, 2019, our board of directors authorized a distribution of $0.18 per share of common stock for the first quarter of 2019, that was paid on March 29, 2019, to stockholders of record on March 15, 2019. All or a portion of the distribution may constitute a return of capital.

On August 3, 2018, our board of directors authorized a cash distribution of $0.18 per share of common stock for the third quarter of 2018. The distribution was paid on September 28, 2018, to stockholders of record on September 14, 2018. On November 2, 2018, our board of directors authorized a cash distribution of $0.18 per share of common stock for the fourth quarter of 2018. The distribution will be paid on December 27, 2018, to stockholders of record on December 14, 2018. We anticipate that the board of directors will continue to consider authorizing a quarterly distribution payable from cash anticipated to be provided by operations. There is no assurance that distributions will continue or at any particular rate or timing. All or a portion of the distribution may constitute a return of capital.

ATM Programs



	Number of Shares Issued	Gross Proceeds		Commissions			Issuance Costs			Net Proceeds
May 2017 ATM Program	316,969	$	7,718	$	(96	)	$	(21	)	$	7,601
August 2018 ATM Program	1,125,000	27,285		(341		)	(64		)	26,880
Total	1,441,969	$	35,003	$	(437	)	$	(85	)	$	34,481

35We have no obligation to sell any of such shares under our ATM Programs. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of our

	Number of Shares Issued	Gross Proceeds		Commissions			Issuance Costs			Net Proceeds
May 2017 ATM Program
Second Quarter 2018	901,300	$	21,302	$	(266	)	$	(165	)	$	20,871
Third Quarter 2018	3,299,596	77,932		(975		)	(351		)	76,606
Total May 2017 ATM Program (1)	4,200,896	99,234		(1,241		)	(516		)	97,477
August 2018 ATM Program
Third Quarter 2018	1,616,499	37,988		(475		)	(65		)	37,448
Total ATM Programs	5,817,395	$	137,222	$	(1,716	)	$	(581	)	$	134,925

~~(1)~~common ~~Subsequent~~stock, toour ~~September~~determinations ~~30,~~of ~~2018,~~the weappropriate ~~issued~~sources ~~130~~of funding for the Company,~~172~~ ~~shares~~and potential uses of ~~common~~funding ~~stock~~available ~~under~~to us. We intend to use the ~~May~~net ~~2017~~proceeds ~~ATM~~from ~~Program~~the offering of such shares, if any, for ~~proceeds~~general ofcorporate ~~approximately~~purposes, ~~$3.1~~which ~~million~~may include future acquisitions, ~~net~~development, and repayment of ~~approximately~~indebtedness, ~~$0.1~~including ~~million~~borrowings ofunder ~~commissions~~our credit facility.

Hurricane Harvey

In August 2017, our Eldridge Properties experienced flood-related damage as a result of Hurricane Harvey and its aftermath. By early January 2018, all of the properties were fully operational.

We provided rent abatements through the second quarter of 2018 of approximately $11.7 million to tenants at the Eldridge Properties as a result of Hurricane Harvey. Based on management’s estimates, we recognized approximately $15.0 million for the write-off of the net book value of damaged assets in the third quarter of 2017, and we have incurred approximately $11.8 million of restoration expenses from August 2017 through September 2018.

We carry comprehensive property, casualty, flood and business interruption insurance that we anticipate will cover our losses at the properties, subject to a deductible. Insurance payments to us may be delayed, which could have a material adverse impact on our results prior to our receipt of such payments. In addition, our results of operations may be adversely impacted to the extent that our insurance coverage does not cover all of the losses that we expect or in connection with litigation relating to the property damage or insurance claims arising out of Hurricane Harvey and its aftermath.

The Eldridge Properties were sold in January 2019. In addition to the contract sales price of $78.4 million, we expect to receive additional insurance proceeds related to the loss, damage, and destruction suffered because of Hurricane Harvey and its aftermath, including a claim for the loss in value attributable to the storm. However, the ultimate timing and amounts to be collected for the remaining claims are currently undetermined.

Off-Balance Sheet Arrangements

As of ~~September 30~~March 31, ~~2018~~2019, 208 Nueces Street, LLC has a loan commitment of approximately $103.8 million, of which, if the full amount of the debt obligation was borrowed, we estimate approximately $26.0 million is our maximum exposure related to the payment guarantee. As of ~~September 30~~March 31, ~~2018~~2019, the outstanding balance of the construction loan for 208 Nueces Street, LLC was approximately $5573.05 million, of which we estimate approximately $1318.84 million is our maximum exposure related to the payment guarantee. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. We believe that, as of ~~September 30~~March 31, ~~2018~~2019, in the event we become legally obligated to perform under the payment guarantee, the collateral in 208 Nueces Street, LLC should be sufficient to repay the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.

perform under the payment guarantee, the collateral in 208 Nueces Street, LLC should be sufficient to repay the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.

We have no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate changes primarily as a result of our debt used to acquire properties. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we borrow primarily at fixed rates or variable rates with what we believe are the lowest margins available at the time and in some cases, the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We have entered into derivative financial instruments to mitigate our interest rate risk on certain financial instruments and as a result have effectively fixed the interest rate on certain of our variable rate debt. As of ~~September 30~~March 31, ~~2018~~2019, we had approximately $~~591~~597.0 million of debt that bears interest at a variable rate with $525.0 million of this variable rate debt effectively fixed through the use of interest rate swaps.

A 100 basis point increase or decrease in interest rates on our variable rate debt outstanding as of ~~September 30~~March 31, ~~2018~~2019, would result in a net increase or decrease in total annual interest incurred of approximately $0.7 million. A 100 basis point increase in interest rates would result in a net increase in the fair value of our interest rate swaps of approximately $2221.30 million as of ~~September 30~~March 31, ~~2018~~2019. A 100 basis point decrease in interest rates would result in a net decrease in the fair value of our interest rate swaps of approximately $2322.61 million as of ~~September 30~~March 31, ~~2018~~2019.

We do not have any foreign operations and thus we are not directly exposed to foreign currency fluctuations.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, as of the end of the period covered by this report, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report for the purpose of ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~September 30~~March 31, ~~2018~~2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3733

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are ~~not~~subject, ~~party~~from time to time, to various legal proceedings and ~~none~~claims that arise in the ordinary course of ~~our~~business. ~~properties~~While ~~are~~the ~~subject~~resolution toof these matters cannot be predicted with certainty, ~~any~~management believes, based on currently available information, that the final outcome of such matters, individually or in the aggregate, will not have a material ~~pending~~adverse ~~legal~~effect ~~proceedings~~on our results of operations or financial condition.

On May 1, 2019, a purported stockholder filed a putative stockholder class action against the Company and the members of our board of directors challenging the disclosures made in connection with the Merger. The lawsuit is captioned Martin v. TIER REIT, INC., et al., No. 1:19-CV-01292, and is pending in the United States District Court for the District of Maryland. On May 3, 2019, a purported stockholder filed a putative stockholder class action against the Company and the members of our board of directors, Cousins, and Merger Sub also challenging the disclosures made in connection with the Merger. The lawsuit is captioned Franchi v. TIER REIT, Inc. et al., No. 1:19-CV-01310, and is also pending in the United States District Court for the District of Maryland.

The complaints generally allege that the registration statement filed in connection with the Merger fails to disclose certain allegedly material information in violation of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The alleged omissions relate to (i) the existence of certain provisions in confidentiality agreements entered into between the Company and alternative bidders during the strategic sales process; (ii) certain financial projections and GAAP reconciliations for the Company and Cousins; and (iii) certain financial analyses performed by the Company’s financial advisor. Plaintiffs seek to enjoin the Defendants from proceeding with the Merger and seek damages in the event the transaction is consummated.

We are reviewing the complaints and have not yet formally responded to them, but believe that Plaintiffs' allegations are without merit and intend to defend against them vigorously. However, litigation is inherently uncertain and there can be no assurance regarding the likelihood that the Company's defense of the actions will be successful. Additional lawsuits arising out of the Merger may also be filed in the future.

Item 1A. Risk Factors.

Except to the extent updated below or previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no other material changes to the risk factors disclosed in Part I, “Item 1A - Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018.

The proposed Merger with Cousins may not be completed on the terms or timeline currently contemplated or at all.

The completion of the Merger is subject to certain conditions, including (1) approval by our and Cousins’ stockholders; (2) approval for listing on the New York Stock Exchange of Cousins’ common stock to be issued in the Merger; (3) the absence of any temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Merger; (4) accuracy of each party’s representations and warranties, subject in most cases to materiality or material adverse effect qualifications; (5) material compliance with each party’s covenants; (6) receipt by each of us and Cousins of an opinion to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and of opinions that we and Cousins will qualify as a REIT under the Code; and (7) effectiveness of the registration statement that contains the joint proxy statement/prospectus sent to our and Cousins’ stockholders. We cannot provide assurances that the Merger will be consummated on the terms or timeline currently contemplated, or at all. We have expended and will continue to expend a significant amount of time and resources on the Merger, and a failure to consummate the Merger as currently contemplated, or at all, could have a material adverse effect on our business and results of operations.

If the Merger is not consummated by October 31, 2019, either us or Cousins may terminate the Merger Agreement.

We or Cousins may terminate the Merger Agreement if the Merger has not been consummated by October 31, 2019. We or Cousins (as applicable) may also terminate the Merger Agreement (1) by mutual written consent; (2) if there is a final, non-appealable order, decree or ruling permanently enjoining or otherwise prohibiting the consummation of the Merger; (3) if our stockholders fail to approve the Merger or Cousins’ stockholders fail to approve the issuance of Cousins’ common stock in connection with the Merger; (4) if the Company’s board of directors changes its recommendation in favor of the Merger or upon a willful breach by the Company of our non-solicitation covenants; or (5) if the other party has breached its representations,

warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. In addition, we may terminate the Merger Agreement in order to enter into a superior proposal, and Cousins may terminate the Merger Agreement upon a willful breach by TIER of its obligations not to solicit alternative transaction proposals.

The Merger may not be completed, which may adversely affect our business.

If the Merger is not completed for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Merger will be completed and the related benefits will be realized. We may also be subject to additional risks if the Merger is not completed, including:


•	the requirement in the Merger Agreement that, under certain circumstances, we pay Cousins a termination fee of the lesser of $45,450,000 or the maximum amount that could be paid to Cousins without causing Cousins to fail to qualify as a REIT under the Code for such year;


•	incurring substantial costs related to the Merger, such as legal, accounting, financial advisory and integration costs that have already been incurred or will continue to be incurred until closing;


•	reputational harm due to the adverse perception of any failure to successfully complete the Merger; and


•	potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the Merger completed.

If the Merger is not completed, these risks could have a material adverse effect on our business, financial conditions and results of operations and have an adverse effect on the trading price of our common stock.

Our integration with Cousins following the Merger may present significant challenges.

The Merger involves the combination of two companies that currently operate as independent public companies and the combination of their respective operating partnerships. The process of integrating operations could cause an interruption of, or loss of momentum in, our activities. There may be a significant degree of difficulty and management distraction inherent in the process of integrating with Cousins. Potential difficulties may include:


•	the challenge of integrating our businesses and carrying each of our ongoing operations;


•	the substantial expenses expected to be incurred related to the Merger;


•	the potential difficulty in effectively managing expanded operations following the Merger to produce positive results;


•	the necessity of coordinating geographically separate organizations;


•	the potential performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations;


•	the potential of unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger;


•	the challenge of integrating our and Cousins’ business cultures; and


•	the potential difficulty in retaining our and Cousins’ key officers and personnel.

As members of our senior management team may be required to devote considerable amounts of time to this integration process, this may decrease the time they will have to manage the combined company, service existing tenants, attract new tenants and develop new products or strategies. If senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer. We cannot provide assurances that we and Cousins will successfully or cost-effectively integrate. The failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

If the proposed Merger closes, there will be additional risks relating to an investment in shares of Cousins’ common stock.

If the Merger closes, the results of operations of the combined company, as well as the market price of the common stock of the combined company, after the Merger may be affected by other factors in addition to those currently affecting our results of operations and the market price of our common stock. Such factors may include:


•	there will be a greater number of shares of the combined company after the Merger outstanding as compared to the number of our currently outstanding shares;


•	there will be different stockholders;


•	there will be different businesses;


•	there will be different assets and capitalizations;


•	the market price of the combined company’s common stock may decline as a result of the Merger;


•	the combined company may not pay dividends at or above the rate that we currently pay;


•	the combined company will have a substantial amount of indebtedness and may need to refinance existing indebtedness or incur additional indebtedness in the future;


•	the combined company may incur adverse tax consequences if we or Cousins has failed or fails to qualify as a REIT for U.S. federal income tax purposes; and


•	in certain circumstances, even if the combined company qualifies as a REIT, it and its subsidiaries may be subject to certain U.S. federal, state, and other taxes, which would reduce the combined company’s cash available for distribution to its stockholders.

Any of these factors could adversely affect our common stock price and financial results. Accordingly, our historical market prices and financial results may not be indicative of these matters for the combined company after the Merger.

The pendency of the Merger could adversely affect our business and operations and may result in the departure of key personnel.

In connection with the pending Merger, some of our tenants may delay or defer decisions or end their relationships with us, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Merger is completed. Similarly, our and Cousins’ current and prospective employees may experience uncertainty about their future roles with us following the Merger, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger.

Some of our directors and executive officers have interests in seeing the Merger completed that are different from, or in addition to, those of our other stockholders.

Certain of the directors and executive officers of the Company have interests in the Merger that are different from other stockholders of the Company. Some of these interests include:


•	Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Cousins board of directors will be increased to eleven members, with two additions from our board of directors, one of which will be Scott Fordham and the other of which will be an independent director on our board to be mutually agreed upon by us and Cousins; and

•

In connection with the Merger, certain of our executive officers will receive cash severance payments, and certain of our executive officers’ and directors’ unvested awards of restricted stock and RSUs will automatically vest, and upon such vesting will be settled in shares of the Company’s common stock that will convert into shares of Cousins’ common stock upon consummation of the Merger.

These interests may have influenced our directors and executive officers and their vote on the applicable stockholder proposals. Additionally, we have entered into employment agreements with certain executive officers, pursuant to which such executive officers may become entitled to certain payments of benefits upon the consummation of a change in control and/or upon a related qualifying termination of employment.

Litigation filed or that may be filed against the Company, Cousins, Merger Sub and/or the members of our board of directors or the Cousins board of directors could prevent or delay the consummation of the Merger.

Two putative stockholder class action lawsuits have been filed by purported stockholders challenging the disclosures made in connection with the Merger. The lawsuits seek to enjoin the Merger, to recover damages if the Merger is consummated, attorneys’ fees, and other relief. Additional lawsuits arising out of the Merger may be filed in the future.

The outcome of these lawsuits or any other lawsuit that may be filed challenging the Merger is uncertain. One of the conditions to the closing of the Merger is that no governmental authority has issued or entered any order after the date of the Merger Agreement having the effect of enjoining or otherwise prohibiting the consummation of the Merger. Accordingly, if these lawsuits or any future lawsuit is successful in obtaining any order enjoining consummation of the Merger, then such order may prevent the Merger from being consummated, or from being consummated within the expected time frame, and could result in substantial costs to the Company and Cousins, including but not limited to, costs associated with the indemnification of directors and officers. Any such injunction or delay in the Merger being completed may adversely affect the Company’s or Cousins’ business, financial condition, results of operations, and cash flows.

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

~~None~~The following table includes information regarding purchases of our common stock made by us during the quarter ended March 31, 2019. These purchases represent shares of common stock surrendered by employees to us to satisfy such employees’ minimum tax withholding obligations in connection with the lapse of restrictions on shares of restricted common stock.



	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
January 2019	10,700	$22.26	not applicable	not applicable
February 2019	—	—	not applicable	not applicable
March 2019	—	—	not applicable	not applicable
Total	10,700	$22.26

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

3837

Item 6. Exhibits.

Exhibit Number		Description
10.1		Sixth Amendment to Employment Agreement, effective as of August 3, 2018, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Scott W. Fordham (previously filed and incorporated by reference to Form 10-Q filed on August 7, 2018)
2.1		Agreement and Plan of Merger, dated as of March 25, 2019, by and among Cousins Properties Incorporated, Murphy Subsidiary Holdings Corporation and TIER REIT, Inc. (previously filed and incorporated by reference to Form 8-K filed on March 25, 2019)
10.2		Fifth Amendment to Employment Agreement, effective as of August 3, 2018, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Dallas E. Lucas (previously filed and incorporated by reference to Form 10-Q filed on August 7, 2018)
10.1		Form of Restricted Stock Unit Award Agreement with respect to performance-based vesting under the TIER REIT, Inc. 2015 Equity Incentive Plan (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.3		Sixth Amendment to Employment Agreement, effective as of August 3, 2018, by and between TIER REIT, Inc. and Tier Operating Partnership LP and William J. Reister (previously filed and incorporated by reference to Form 10-Q filed on August 7, 2018)
10.2		Form of Restricted Stock Award Agreement under the TIER REIT, Inc. 2015 Equity Incentive Plan (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.4		Sixth Amendment to Employment Agreement, effective as of August 3, 2018, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Telisa Webb Schelin (previously filed and incorporated by reference to Form 10-Q filed on August 7, 2018)
10.3		Seventh Amendment to Employment Agreement, effective as of February 6, 2019, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Scott W. Fordham (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.5		Eighth Amendment to Employment Agreement, effective as of August 3, 2018, by and between TIER REIT, Inc. and Tier Operating Partnership LP and James E. Sharp (previously filed and incorporated by reference to Form 10-Q filed on August 7, 2018)
10.4		Sixth Amendment to Employment Agreement, effective as of February 6, 2019, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Dallas E. Lucas (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.5		Seventh Amendment to Employment Agreement, effective as of February 6, 2019, by and between TIER REIT, Inc. and Tier Operating Partnership LP and William J. Reister (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.6		Seventh Amendment to Employment Agreement, effective as of February 6, 2019, by and between TIER REIT, Inc. and Tier Operating Partnership LP and Telisa Webb Schelin (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
10.7		Ninth Amendment to Employment Agreement, effective as of February 6, 2019, by and between TIER REIT, Inc. and Tier Operating Partnership LP and James E. Sharp (previously filed and incorporated by reference to Form 10-K filed on February 11, 2019)
31.1		Rule 13a-14(a) or Rule 15d-14(a) Certification (filed herewith)
31.2		Rule 13a-14(a) or Rule 15d-14(a) Certification (filed herewith)
32.1*		Section 1350 Certifications (furnished herewith)
101		The following financial information from TIER REIT, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2018~~2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (filed herewith)

_______________________________________________________________

* In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

3938

SIGNATURE

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.

	TIER REIT, INC.
Dated: November 5, 2018	By:	/s/ Hannah Q. Wrenn
Dated: May 9, 2019	By:	/s/ Hannah Q. Wrenn
		Hannah Q. Wrenn
		Chief Accounting Officer
		(Principal Accounting Officer)

4039

Filing Compare · TIER REIT INC