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Section 1: 10-Q (10-Q)

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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 March 31, 2019
OR 
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from  _________ to _________                    
Commission File Number: 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:
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 March 31, 2019
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



PART I
FINANCIAL INFORMATION
Item 1.                                 Financial Statements


TIER REIT, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(unaudited)
 
March 31, 2019
 
December 31, 2018
Assets
 

 
 

Real estate
 

 
 

Land
$
148,122

 
$
154,422

Land held for development
50,240

 
36,830

Buildings and improvements, net
1,062,177

 
1,132,428

Real estate under development
71,412

 
41,404

Total real estate
1,331,951

 
1,365,084

Cash and cash equivalents
9,805

 
30,741

Restricted cash
3,327

 
6,141

Accounts receivable, net
61,237

 
67,335

Prepaid expenses and other assets
9,072

 
11,376

Investments in unconsolidated entities
30,187

 
32,746

Deferred financing fees, net
2,526

 
2,756

Lease intangibles, net
95,980

 
101,372

Total assets
$
1,544,085

 
$
1,617,551

Liabilities and equity
 

 
 

Liabilities
 

 
 

Notes payable, net
$
661,550

 
$
714,755

Accounts payable and accrued liabilities
63,350

 
91,548

Acquired below-market leases, net
21,165

 
22,651

Other liabilities
15,795

 
11,116

Total liabilities
761,860

 
840,070

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, 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
2,784,317

 
2,749,106

Cumulative distributions and net loss attributable to common stockholders
(2,002,087
)
 
(1,977,969
)
Accumulated other comprehensive income (loss)
(3,617
)
 
3,409

Stockholders’ equity
778,619

 
774,551

Noncontrolling interests
3,606

 
2,930

Total equity
782,225

 
777,481

Total liabilities and equity
$
1,544,085

 
$
1,617,551


See Notes to Condensed Consolidated Financial Statements.

3




TIER REIT, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except share and per share amounts)
(unaudited)

 
Three Months Ended
 
March 31, 2019
 
March 31, 2018
Rental revenue
$
50,092

 
$
54,143

Expenses
 

 
 

Property operating expenses
11,050

 
13,155

Real estate taxes
8,101

 
8,754

Property management fees
63

 
85

Interest expense
5,759

 
8,109

Asset impairment losses
937

 

General and administrative
8,945

 
5,503

Depreciation and amortization
22,903

 
24,616

Total expenses
57,758

 
60,222

Interest and other income
154

 
45

Loss on early extinguishment of debt
(6,025
)
 
(8,988
)
Gain on sale of assets

 
12,014

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
(234
)
 
(195
)
Equity in operations of investments
(446
)
 
287

Gain on remeasurement of investment in unconsolidated entities

 
11,242

Net income (loss)
(14,217
)
 
8,326

Noncontrolling interests
93

 
64

Net income (loss) attributable to common stockholders
$
(14,124
)
 
$
8,390

 
 
 
 
Weighted average common shares outstanding - basic
54,319,635

 
47,645,050

Weighted average common shares outstanding - diluted
54,319,635

 
48,299,882

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

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

 
 
 
 
Distributions declared per common share
$
0.18

 
$
0.18

 
 
 
 
Comprehensive income (loss):
 

 
 

Net income (loss)
$
(14,217
)
 
$
8,326

Other comprehensive income (loss): unrealized gain (loss) on interest rate derivatives
(7,027
)
 
5,438

Comprehensive income (loss)
(21,244
)
 
13,764

Comprehensive loss attributable to noncontrolling interests
94

 
62

Comprehensive income (loss) attributable to common stockholders
$
(21,150
)
 
$
13,826


See Notes to Condensed Consolidated Financial Statements.

4



TIER REIT, Inc.
Condensed Consolidated Statements of Changes in Equity
(in thousands, except per share amounts)
(unaudited)

 
 
 
 
 
 
 
Cumulative
Distributions
and
Net Loss Attributable to
Common Stockholders
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
 
 
 
 
 
 
Number of
Shares
 
Par
value
 
 
 
 
Noncontrolling
Interests
 
Total
 Equity
 
 
 
 
 
 
 
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 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

 

 

 
8,390

 

 
(64
)
 
8,326

Unrealized gain on interest rate derivatives

 

 

 

 
5,436

 
2

 
5,438

Share based compensation, net
33

 

 
748

 

 

 
43

 
791

Contributions by noncontrolling interests

 

 

 

 

 
2,603

 
2,603

Distributions declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
   Common stock ($0.18 per share)

 

 

 
(8,626
)
 

 

 
(8,626
)
   Noncontrolling interests

 

 

 

 

 
(3
)
 
(3
)
Balance at March 31, 2018
47,656

 
$
5

 
$
2,610,288

 
$
(1,936,561
)
 
$
10,479

 
$
3,349

 
$
687,560


See Notes to Condensed Consolidated Financial Statements.

5



TIER REIT, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
Three months ended
 
March 31, 2019
 
March 31, 2018
Cash flows from operating activities
 

 
 

Net income (loss)
$
(14,217
)
 
$
8,326

Adjustments to reconcile net income (loss) to net cash used in operating activities:
 

 
 

Asset impairment losses
937

 

Gain on sale of assets

 
(12,014
)
Gain on remeasurement of investment in unconsolidated entities

 
(11,242
)
Loss on early extinguishment of debt
6,025

 
8,988

Amortization of restricted shares and units
1,020

 
1,000

Depreciation and amortization
22,903

 
24,616

Amortization of lease intangibles
(171
)
 
(63
)
Amortization of above- and below-market rent
(1,486
)
 
(1,276
)
Amortization of deferred financing fees
348

 
404

Equity in operations of investments
446

 
(287
)
Ownership portion of fees from unconsolidated entities
15

 
48

Distributions from investments

 
10

Change in accounts receivable
1,492

 
644

Change in prepaid expenses and other assets
843

 
911

Change in lease commissions
(1,478
)
 
(1,130
)
Change in other lease intangibles
(22
)
 
4

Change in accounts payable and accrued liabilities
(27,416
)
 
(21,510
)
Change in other liabilities
(285
)
 
508

Cash used in operating activities
(11,046
)
 
(2,063
)
 
 
 
 
Cash flows from investing activities
 

 
 

Escrow deposits

 
(3,000
)
Return of investments

 
1,711

Purchases of real estate
(18,691
)
 
(98,875
)
Investments in unconsolidated entities
2,098

 
(409
)
Capital expenditures for real estate
(14,474
)
 
(8,526
)
Capital expenditures for real estate under development
(20,384
)
 
(18,211
)
Proceeds from sales of assets
71,522

 
141,391

Insurance proceeds for capital expenditures
1,605

 

Cash provided by investing activities
21,676

 
14,081

 
 
 
 
Cash flows from financing activities
 

 
 

Financing costs

 
(3,178
)
Proceeds from notes payable
65,000

 
702,000

Payments on notes payable
(118,654
)
 
(700,384
)
Payments for early extinguishment of debt
(5,694
)
 
(3,632
)
Issuance of common stock
35,003

 

   Costs associated with issuance of common stock
(522
)
 

Transfer of common stock
(238
)
 
(210
)
Distributions paid to common stockholders
(9,994
)
 
(8,626
)
Distributions paid to noncontrolling interests
(2
)
 
(3
)
 Contributions from noncontrolling interests
721

 
2,453

Cash used in financing activities
(34,380
)
 
(11,580
)
 
 
 
 
Net change in cash, cash equivalents, and restricted cash
(23,750
)
 
438

Cash, cash equivalents, and restricted cash at beginning of period
36,882

 
22,310

Cash, cash equivalents, and restricted cash at end of period
$
13,132

 
$
22,748



See Notes to Condensed Consolidated Financial Statements.

6



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 March 31, 2019, we owned interests in 17 operating office properties and two development properties. Our operating properties are located in 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, 2018, which was filed with the Securities and Exchange Commission (“SEC”) on February 11, 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 March 31, 2019, and December 31, 2018, and condensed consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the periods ended March 31, 2019 and 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 March 31, 2019, and December 31, 2018, and our results of operations and our cash flows for the periods ended March 31, 2019 and 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.
 

7


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 March 31, 2019, and December 31, 2018 (in thousands): 
 
 
 
 
Lease Intangibles
 
 
 
 
Assets
Liabilities
 
 
 
 
 
 
Acquired Below-Market Leases
 
 
Buildings and
Improvements
 
Other Lease Intangibles
 
as of March 31, 2019
 
 
 
Cost
 
$
1,500,620

 
$
162,091

 
$
(60,043
)
Less: accumulated depreciation and amortization
 
(438,443
)
 
(66,111
)
 
38,878

Net
 
$
1,062,177

 
$
95,980

 
$
(21,165
)
 
 
 
 
 
Lease Intangibles
 
 
 
 
Assets
Liabilities
 
 
 
 
 
 
Acquired Below-Market Leases
 
 
Buildings and Improvements
 
Other Lease Intangibles
 
as of December 31, 2018
 
 
 
Cost
 
$
1,574,653

 
$
170,824

 
$
(60,509
)
Less: accumulated depreciation and amortization
 
(442,225
)
 
(69,452
)
 
37,858

Net
 
$
1,132,428

 
$
101,372

 
$
(22,651
)
 
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 April 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):
April 2019 - December 2019
$
5,386

2020
$
6,141

2021
$
4,899

2022
$
4,197

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, 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

8


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 $0.9 million for the three months ended March 31, 2019, related 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 an other-than-temporary decline.  We had no impairment charges related to our investments in unconsolidated entities for the three months ended March 31, 2019 or 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. The Eldridge Properties were sold in January 2019.

As of March 31, 2019, we have an insurance recovery receivable of $4.4 million in “accounts receivable, net” on our condensed consolidated balance sheet for the estimated net book value of damaged assets and the restoration expenses incurred because we determined the insurance 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.
    
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.
    
    

9


The following is a summary of our cash, cash equivalents, and restricted cash total as presented in our condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 (in thousands):
 
March 31,
2019
 
March 31,
2018
Cash and cash equivalents
$
9,805

 
$
10,183

Restricted cash
3,327

 
12,565

Total cash, cash equivalents, and restricted cash
$
13,132

 
$
22,748


Accounts Receivable, net
 
The following is a summary of our accounts receivable, net as of March 31, 2019, and December 31, 2018 (in thousands):
 
March 31,
2019
 
December 31,
2018
Straight-line rental revenue receivable
$
52,267

 
$
51,912

Insurance receivable
4,358

 
9,680

Tenant receivables
2,767

 
5,572

Non-tenant receivables
1,845

 
821

Allowance for doubtful accounts

 
(650
)
Total
$
61,237

 
$
67,335

 
As of March 31, 2019, our lease related receivables, which includes tenant receivables and straight-line rental revenue receivables, are reduced for credit losses as a reduction to rental revenue. Management assesses collectability based on its judgment of whether a tenant may or may not meet its financial obligations and reduces these receivables to an amount it believes is collectible.
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 three months ended March 31, 2018, we capitalized interest incurred of approximately $0.3 million 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 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.



10


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
New Accounting Pronouncements to be Adopted
In June 2016, the Financial Accounting Standards Board (“FASB”) issued amended guidance that requires measurement and recognition of expected credit losses for financial assets, including trade and other receivables, 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. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal

11


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.     

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 of real estate for the three months ended March 31, 2019 (in thousands):
Property Name
 
Date of Disposition
 
Location
 
Rentable Square Footage
 
Contract Sale Price
 
Proceeds from Sale
Eldridge Properties (1)
 
01/31/19
 
Houston, TX
 
824

 
$
78,400

 
$
71,522

_________________
(1) Consists of two properties, One & Two Eldridge Place and Three Eldridge Place.
Properties that have been sold or disposed contributed net loss of approximately $0.8 million and net income of approximately $0.2 million to our net income (loss) for the three months ended March 31, 2019 and 2018, respectively. These amounts include impairment losses and exclude any gains related to the sales or other dispositions of these properties.


12


Acquisition of Real Estate
On February 27, 2019, we acquired a 95% interest in 3354 Peachtree Road, an approximate three-acre land site located in Atlanta, Georgia. The total purchase price of the joint venture transaction was approximately $14.2 million (at 100%).

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 three months ended March 31, 2019, we capitalized a total of approximately $30.5 million, including approximately $1.0 million of interest. For the three months ended March 31, 2018, we capitalized a total of approximately $21.8 million, which included approximately $0.8 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 March 31, 2019, and December 31, 2018 (dollar amounts in thousands):
 
 
 
 
Ownership Interest
 
Unconsolidated
Investment Balance
Entity Name
 
Property
 
March 31,
2019
 
December 31,
2018
 
March 31,
2019
 
December 31,
2018
208 Nueces Street, LLC (1)(2)
 
Third + Shoal
 
47.50
%
 
47.50
%
 
$
30,187


$
32,746

_________________

(1)
We evaluate our investments in unconsolidated entities in order to determine if they are variable interest entities (“VIEs”). Based on our assessment, we identified this entity as a VIE, but we are not the primary beneficiary, as we do not have the power to direct the activities that most significantly impact the economic performance of this entity. For VIEs in which we are not deemed to be the primary beneficiary, we continue to 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 total liabilities of 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)
Our investments in unconsolidated entities at March 31, 2019, and December 31, 2018, include basis adjustments that total approximately $4.2 million and $6.4 million, respectively. Basis adjustments represent the aggregate difference between our historical cost basis and our equity basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differences occur from impairment of investments and upon the transfer of assets that were previously owned by us into a joint venture. In addition, capitalized interest and certain acquisition, transaction, and other costs may not be reflected in the net assets at the joint venture level.

Our equity in operations of investments represents our proportionate share of the combined earnings and losses of our investment for the period of our ownership. For the three months ended March 31, 2019 and 2018, we recorded approximately $0.4 million of loss and approximately $0.3 million of income, 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 March 31, 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.

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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 $661.6 million and $714.8 million as of March 31, 2019, and December 31, 2018, respectively. As of March 31, 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 $72.0 million. As of March 31, 2019, the stated annual interest rates on our outstanding debt, ranged from approximately 3.06% to 4.24%. As of March 31, 2019, the effective weighted average interest rate for our debt is approximately 3.45%.

Our loan agreements generally require us to comply with certain reporting and financial covenants. As of March 31, 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 January 2022 to January 2025. The following table provides information regarding the timing of principal payments of our notes payable, net, as of March 31, 2019 (in thousands):
Principal payments due in:
 
April 2019 - December 2019
$

2020

2021

2022
297,000

2023
66,000

2024 and Thereafter
300,000

Less: unamortized debt issuance costs (1)
(1,450
)
Notes payable, net
$
661,550

________________
(1)
Excludes approximately $2.5 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%.
 
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

14


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.

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 March 31, 2019, and December 31, 2018 (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
 
 
 
 
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
)
 
$


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 three months ended March 31, 2019, we recorded additional impairment loss of approximately $0.9 million for properties that were impaired in 2018, and sold in 2019. We had approximately $41.6 million in impairment losses during the

15


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 March 31, 2019, and December 31, 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 March 31, 2019, and December 31, 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

 
 
 
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 March 31, 2019. The notional values provide an indication of the extent of our involvement in these instruments at March 31, 2019, but do not represent exposure to credit, interest rate, or market risks.

16


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 March 31, 2019, and December 31, 2018 (in thousands):
 
Derivatives Designated as Hedging Instruments:
Derivative Assets
 
Derivative Liabilities
 
 
March 31,
2019
 
December 31,
2018
 
March 31,
2019
 
December 31,
2018
 
 
Interest rate swaps
$
4,434

 
$
7,751

 
$
(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 months ended March 31, 2019 and 2018 (in thousands):
 
Derivatives in Cash Flow Hedging Relationship
 
Gain (loss) recognized in OCI on derivatives
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Interest rate swaps
$
(7,027
)
 
$
5,438

 
Loss reclassified from OCI into income
 
For the Three Months Ended
Location
March 31, 2019
 
March 31, 2018
Interest expense (1)
$
1,020

 
$
159

______________
(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

 
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.

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.    


17


10.          Commitments and Contingencies
 
As of March 31, 2019, we had commitments of approximately $29.4 million for future 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 March 31, 2019, we would have recognized approximately $19.1 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 March 31, 2019 and 2018:
 
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
12,910

 
$
23.24

 
19,672

 
$
17.03

Issued
891

 
$
22.45

 

 
$

Converted
(2,582
)
 
$
23.24

 
(1,917
)
 
$
18.27

Outstanding at the end of the period (1)
11,219

 
$
23.18

 
17,755

 
$
16.90

_____________
(1)
As of March 31, 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 2019 to December 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.

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


Compensation cost is measured at the grant date, based on the estimated fair value of the award (ranging from $16.80 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 awards are recognized as they occur.

18


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%
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.

The following is a summary of the number of shares of restricted stock outstanding as of March 31, 2019 and 2018:
 
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


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.

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.
The 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.
 
 
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

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 March 31, 2019 and 2018, was approximately $3.9 million and $0.5 million,

19


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 March 31, 2019 and 2018, was approximately $0.4 million and $0.4 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 March 31, 2019 and 2018, was approximately $1.5 million and $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, 2019. For the three months ended March 31, 2018, we recognized lease termination fees of approximately $0.3 million.

Included 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.
    
Accounts receivables from contracts with customers were approximately $0.8 million and $0.7 million 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

20


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.     
    

21


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.

15.          Supplemental Cash Flow Information
 
Supplemental cash flow information is summarized below for the three months ended March 31, 2019 and 2018 (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

 
$

 _________________
(1)
The approximately $89.7 million mortgage notes assumed during the three months ended March 31, 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 three months ended March 31, 2018.

22



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, 2018, as filed with the SEC on February 11, 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.


23



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, 2018. There have been no significant changes to our critical accounting policies since December 31, 2018.
Overview
As of March 31, 2019, we owned interests in 17 operating office properties with approximately 6.1 million rentable square feet and two development properties that will consist of approximately 620,000 rentable square feet. Our operating properties are located in 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.

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.

2019 Key Objectives
If 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 strategic acquisitions; (3) replenish our pre-development pipeline; and (4) commence construction of additional development projects. There can be no assurance regarding our achievement of any of our objectives.
Generate proceeds from planned dispositions

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

Invest in strategic acquisitions

We 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.
    
Replenish our pre-development pipeline

We will seek to add new projects to our pre-development pipeline by purchasing or controlling new development sites through acquisitions, options, or joint ventures. Controlling key land parcels will provide additional development opportunities as we begin to rebalance our portfolio across our target growth markets. In February 2019, we re-entered the Atlanta market when

24



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.
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 2019 and 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 March 31, 2019, as compared to the three months ended March 31, 2018
Rental Revenue.  Rental revenue for the three months ended March 31, 2019, was approximately $50.1 million as compared to approximately $54.1 million for the three months ended March 31, 2018, a $4.0 million decrease. Our non-same store properties had a decrease of approximately $3.7 million in rental revenue primarily due to a decrease of approximately $10.2 million from the sale of properties, partially offset by an increase of approximately $3.9 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 a decrease of approximately $0.3 million, primarily as a result of increased free rent concessions resulting in approximately $1.1 million in decreased rental revenue and approximately $0.3 million in fewer lease termination fees. These decreases in rental revenue from our same store properties were partially offset by an increase in straight-line rent revenue of approximately $0.7 million and an increase of approximately $0.4 million as a result of increases in average occupancy and rental rates.
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.

Real Estate Taxes.  Real estate taxes for the three months ended March 31, 2019, were approximately $8.1 million as compared to approximately $8.8 million for the three months ended March 31, 2018, a $0.7 million decrease. Our non-same store properties had an increase of approximately $0.2 million primarily due to an increase of approximately $0.7 million from acquired and newly consolidated properties and approximately $0.5 million from a property that recently commenced operations, partially offset by a decrease of approximately $1.0 million from the sale of properties. Our same store properties had a decrease of approximately $0.9 million primarily due to higher estimated assessed values in certain markets in 2018 and increased property tax refunds received in 2019.

25




Interest Expense.  Interest expense for the three months ended March 31, 2019, was approximately $5.8 million as compared to approximately $8.1 million for the three months ended March 31, 2018, and was comprised of interest expense and amortization of deferred financing fees. The $2.3 million decrease was primarily due to decreased average outstanding borrowings and interest rates, which decreased our interest expense by approximately $1.8 million and decreased default interest of approximately $0.6 million.

Asset Impairment Losses. We had approximately $0.9 million in asset impairment losses for the three months ended March 31, 2019, related to final closing costs for properties that were impaired in 2018, and sold in 2019. We had no asset impairment losses for the three months ended March 31, 2018.

General and Administrative.  General and administrative expenses for the three months ended March 31, 2019, were approximately $8.9 million as compared to approximately $5.5 million for the three months ended March 31, 2018, 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 $3.4 million increase was primarily due to expenses related to the pending Merger of approximately $3.7 million, partially offset by decreased professional services of approximately $0.3 million.
Depreciation and Amortization. Depreciation and amortization expense for the three months ended March 31, 2019, was approximately $22.9 million as compared to approximately $24.6 million for the three months ended March 31, 2018. The $1.7 million decrease was related to our non-same store properties which had a decrease of approximately $4.5 million from the sale of properties, partially offset by an increase of approximately $1.9 million from acquired and newly consolidated properties and an increase of approximately $0.9 million from a property that recently commenced operations.    
Loss on Early Extinguishment of Debt. We had an approximately $6.0 million loss on early extinguishment of debt for the three months ended March 31, 2019, as compared to an approximately $9.0 million loss on early extinguishment of debt for the three months ended March 31, 2018. The 2019 loss was primarily related to prepayment costs and the write-off of unamortized deferred financing fees related to an early payoff of debt. The 2018 loss was primarily related to the write-off of unamortized deferred financing fees and financing fees paid in connection with amending our credit facility.
Gain on Sale of Assets. We had no gain on sale of assets for the three months ended March 31, 2019. We had approximately $12.0 million in gain on sale of assets for the three months ended March 31, 2018, primarily related to our sales of 500 East Pratt, Centreport Office Center, and Loop Central.
Equity in Operations of Investments. Equity in operations of investments for the three months ended March 31, 2019, was a loss of approximately $0.4 million as compared to income of approximately $0.3 million for the three months ended March 31, 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.  
Gain on Remeasurement of Investment in Unconsolidated Entities. We had no gain on remeasurement of investment in unconsolidated entities for the three months ended March 31, 2019. We had approximately $11.2 million in gain on remeasurement of investment in unconsolidated entities for the three months ended March 31, 2018, as a result of obtaining a controlling interest in Domain 8 and remeasuring our previously held equity interest at fair value.     
Cash Flow Analysis
Three Months Ended March 31, 2019, as compared to the three months ended March 31, 2018
Cash used in operating activities was approximately $11.0 million for the three months ended March 31, 2019. Cash used in operating activities for the three months ended March 31, 2018, was approximately $2.1 million. The $8.9 million change is primarily attributable to (1) the timing of receipt of revenues and payment of expenses, which resulted in approximately $5.9 million more net cash outflows from working capital assets and liabilities in the three months ended March 31, 2019, compared to the three months ended March 31, 2018; (2) approximately $2.7 million less cash received primarily due to the results of our real estate property operations, net of interest expense, and general and administrative expenses; and (3) an increase in cash paid for lease commissions and other lease intangibles of approximately $0.3 million.
Cash provided by investing activities for the three months ended March 31, 2019, was approximately $21.7 million and was primarily comprised of proceeds from the sale of assets of approximately $71.5 million, investments in unconsolidated entities of $2.1 million and insurance proceeds of approximately $1.6 million, partially offset by purchases of real estate of approximately $18.7 million, and monies used to fund capital expenditures for existing real estate and real estate under development of

26



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.

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 three months ended March 31, 2019 and 2018, and provides additional information related to our FFO attributable to common stockholders and FFO attributable to common stockholders, excluding certain items.

27




    
    
The table below is presented in thousands, except per share amounts: 
 
Three Months Ended
 
March 31, 2019
 
March 31, 2018
Net income (loss)
$
(14,217
)
 
$
8,326

Noncontrolling interests
93

 
64

Net income (loss) attributable to common stockholders
(14,124
)
 
8,390

Adjustments:
 
 
 
Real estate depreciation and amortization from consolidated properties
22,843

 
24,500

Real estate depreciation and amortization from unconsolidated properties
1,001

 
391

Real estate depreciation and amortization - noncontrolling interests
(450
)
 
(433
)
Impairment of depreciable real estate
937

 

Gain on sale of depreciable real estate

 
(12,014
)
Gain on remeasurement of investment in unconsolidated entities

 
(11,242
)
Noncontrolling interests
303

 
297

FFO attributable to common stockholders
10,510

 
9,889

 
 
 
 
Adjustments:
 
 
 
Severance charges

 
19

Merger expenses
3,674

 

Loss on early extinguishment of debt
6,025

 
8,988

Default interest (1)

 
602

Noncontrolling interests
(2
)
 
(4
)
FFO attributable to common stockholders, excluding certain items
$
20,207

 
$
19,494

 
 
 
 
Weighted average common shares outstanding - basic
54,320

 
47,645

Weighted average common shares outstanding - diluted
55,045

 
48,300

Net income (loss) per common share - diluted
$
(0.26
)
 
$
0.17

FFO per common share - diluted
$
0.19

 
$
0.20

FFO, excluding certain items, per common share - diluted
$
0.37

 
$
0.40

_____________
(1)
We had a non-recourse loan in default that subjected us to incur default interest at a rate that was 500 basis points higher than the stated interest rate. The ownership of the property was conveyed to the associated lender in August 2018.
    
For a more detailed discussion of certain changes in the factors listed above, refer to “Results of Operations” beginning on page 25.


28



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 months ended March 31, 2019 and 2018 (in thousands). The same store properties for these comparisons consist of 15 operating properties and 5.3 million square feet. Our Domain Point property which we acquired on January 4, 2018, is reflected as consolidated and at 90% ownership for the three-month comparison periods presented. Our Domain 8 property is reflected as unconsolidated and at the prior year ownership percentage of 50% in both periods. Domain 8 became operational in the third quarter of 2017, and we acquired full ownership on March 30, 2018.
 
 
 
For the Three Months Ended
 
 
 
March 31, 2019
 
March 31, 2018
Same Store Revenue:
 
Rental revenue
$
41,740

 
$
42,091

 
 
Less: Lease termination fees

 
(335
)
 
 
 
41,740

 
41,756

 
 
 
 
 
 
Same Store Expenses:
 
 
Property operating expenses (less tenant improvement demolition costs)
9,423

 
9,173

 
 
Real estate taxes
6,345

 
7,249

 
 
Property management fees
63

 
56

 
Property expenses
15,831

 
16,478

Same Store NOI - consolidated properties
25,909

 
25,278

Same store NOI - noncontrolling interest adjustment
(116
)
 
(129
)
Same Store NOI - unconsolidated properties (at ownership %)
1,349

 
1,114

Same Store NOI
$
27,142

 
$
26,263

 
 
 
 
Increase in Same Store NOI
3.3
%
 
 
 
 
 
 
 
 
Same Store NOI
$
25,909

 
$
25,278

 
 
Less:
 
 
 
 
 
  Straight-line rent revenue adjustment
(1,460
)
 
(713
)
 
 
  Above- and below-market rent amortization
(1,245
)
 
(1,383
)
Same Store Cash NOI - consolidated properties
23,204

 
23,182

Same store Cash NOI - noncontrolling interest adjustment
(86
)
 
(95
)
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
%
 
 

29



 
 
 
For the Three Months Ended
 
 
 
March 31, 2019
 
March 31, 2018
Reconciliation of net income (loss) to Same Store NOI and Same Store Cash NOI
 
Net income (loss)
$
(14,217
)
 
$
8,326

 
 
Adjustments:
 
 
 
 
 
  Interest expense
5,759

 
8,109

 
 
  Asset impairment losses
937

 

 
 
  Tenant improvement demolition costs
206

 
108

 
 
  General and administrative
8,945

 
5,503

 
 
  Depreciation and amortization
22,903

 
24,616

 
 
  Interest and other income
(154
)
 
(45
)
 
 
  Loss on early extinguishment of debt
6,025

 
8,988

 
 
  Gain on sale of assets

 
(12,014
)
 
 
  Provision for income taxes
234

 
195

 
 
  Equity in operations of investments
446

 
(287
)