UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September 30, 2018~~March 31, 2019



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

For the transition period from to

Commission File Number: 000-55435

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(Exact name of registrant as specified in its charter)



Maryland		46-1854011
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4890 West Kennedy Blvd., Suite 650 Tampa, FL 33609		(813) 287-0101
(Address of Principal Executive Offices; Zip Code)		(Registrant’s Telephone Number)

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



~~Title of each class~~		~~Name of each exchange on which registered~~
~~None~~		~~None~~

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

~~Common stock, par value $0.01 per share~~

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 ☒ No ☐

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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. ☒

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

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



Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

As of ~~November 8, 2018,~~May 10, 2019, there were approximately ~~82,112,000~~81,932,000 shares of Class A common stock, ~~11,770,000~~12,458,000 shares of Class I common stock, ~~37,930,000~~38,195,000 shares of Class T common stock and ~~3,062,000~~3,438,000 shares of Class T2 common stock of Carter Validus Mission Critical REIT II, Inc. outstanding.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(A Maryland Corporation)

TABLE OF CONTENTS



		Page
PART I.	FINANCIAL INFORMATION (Unaudited)	3
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	3
	Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~	4
	Condensed Consolidated ~~Statement~~Statements of Stockholders' Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4340
Item 4.	Controls and Procedures	4341
PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	4542
Item 1A.	Risk Factors	4542
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5045
Item 3.	Defaults Upon Senior Securities	5247
Item 4.	Mine Safety Disclosures	5247
Item 5.	Other Information	5248
Item 6.	Exhibits	5349

SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited) September 30, 2018			December 31, 2017			(Unaudited) March 31, 2019			December 31, 2018
ASSETS
Real estate:
Land	$	243,663		$	223,277		$	246,790		$	246,790
Buildings and improvements, less accumulated depreciation of $74,239 and $45,789, respectively	1,368,406			1,250,794
Construction in progress	—			31,334
Buildings and improvements, less accumulated depreciation of $95,173 and $84,594, respectively							1,418,345			1,426,942
Total real estate, net	1,612,069			1,505,405			1,665,135			1,673,732
Cash and cash equivalents	84,789			74,803			73,727			68,360
Acquired intangible assets, less accumulated amortization of $36,905 and $22,162, respectively	150,305			150,554
Acquired intangible assets, less accumulated amortization of $46,578 and $42,081, respectively							145,050			154,204
Right-of-use assets - operating leases							9,996			—
Other assets, net	71,533			47,182			67,121			67,533
Total assets	$	1,918,696		$	1,777,944		$	1,961,029		$	1,963,829
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Notes payable, net of deferred financing costs of $3,679 and $4,393, respectively	$	464,196		$	463,742
Credit facility, net of deferred financing costs of $2,633 and $601, respectively	307,367			219,399
Notes payable, net of deferred financing costs of $3,208 and $3,441, respectively							$	464,273		$	464,345
Credit facility, net of deferred financing costs of $2,396 and $2,489, respectively							362,604			352,511
Accounts payable due to affiliates	13,293			15,249			11,356			12,427
Accounts payable and other liabilities	29,019			27,709			31,011			29,555
Intangible lease liabilities, less accumulated amortization of $6,422 and $2,760, respectively	57,632			61,294
Intangible lease liabilities, less accumulated amortization of $8,824 and $7,592, respectively							56,374			57,606
Operating lease liabilities							8,750			—
Total liabilities	871,507			787,393			934,368			916,444
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding	—			—			—			—
Common stock, $0.01 par value per share, 500,000,000 shares authorized; 140,060,816 and 126,559,834 shares issued, respectively; 134,248,141 and 124,327,777 shares outstanding, respectively	1,342			1,243
Common stock, $0.01 par value per share, 500,000,000 shares authorized; 144,534,765 and 143,412,353 shares issued, respectively; 136,428,375 and 136,466,242 shares outstanding, respectively							1,364			1,364
Additional paid-in capital	1,172,134			1,084,905			1,192,062			1,192,340
Accumulated distributions in excess of earnings	(137,364		)	(99,309		)	(169,359		)	(152,421		)
Accumulated other comprehensive income	11,075			3,710			2,592			6,100
Total stockholders’ equity	1,047,187			990,549			1,026,659			1,047,383
Noncontrolling interests	2			2			2			2
Total equity	1,047,189			990,551			1,026,661			1,047,385
Total liabilities and stockholders’ equity	$	1,918,696		$	1,777,944		$	1,961,029		$	1,963,829

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data and per share amounts)

(Unaudited)



	Three Months Ended March 31,
	2019			2018
Revenue:
Rental revenue	$	46,467		$	41,294
Expenses:
Rental expenses	9,128			8,290
General and administrative expenses	1,403			943
Asset management fees	3,494			3,099
Depreciation and amortization	18,246			13,717
Total expenses	32,271			26,049
Income from operations	14,196			15,245
Interest and other expense, net	9,835			7,741
Net income attributable to common stockholders	$	4,361		$	7,504
Other comprehensive (loss) income:
Unrealized (loss) income on interest rate swaps, net	$	(3,611	)	$	4,575
Other comprehensive (loss) income	(3,611		)	4,575
Comprehensive income attributable to common stockholders	$	750		$	12,079
Weighted average number of common shares outstanding:
Basic	136,179,343			126,384,346
Diluted	136,204,843			126,401,940
Net income per common share attributable to common stockholders:
Basic	$	0.03		$	0.06
Diluted	$	0.03		$	0.06
Distributions declared per common share	$	0.16		$	0.15

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~

~~(in thousands, except share data and per share amounts)~~

~~(Unaudited)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2018 2017 2018 2017
Revenue:
Rental and parking revenue $ 39,134
$ 30,249
$ 112,637
$ 73,675
Tenant reimbursement revenue 6,384
5,956
18,123
14,154
Total revenue 45,518
36,205
130,760
87,829
Expenses:
Rental and parking expenses 9,447
8,368
27,439
18,594
General and administrative expenses 1,244
1,062
3,526
3,199
Asset management fees 3,323
2,698
9,655
7,055
Depreciation and amortization 14,849
11,852
42,848
28,487
Total expenses 28,863
23,980
83,468
57,335
Income from operations 16,655
12,225
47,292
30,494
Interest expense, net 8,938
6,786
24,885
15,623
Net income attributable to common stockholders $ 7,717
$ 5,439
$ 22,407
$ 14,871
Other comprehensive income:
Unrealized income on interest rate swaps, net $ 972
$ 219
$ 7,365
$ 281
Comprehensive income attributable to common stockholders $ 8,689
$ 5,658
$ 29,772
$ 15,152
Weighted average number of common shares outstanding:
Basic 132,467,127
105,388,118
129,614,816
95,668,433
Diluted 132,491,755
105,405,297
129,637,967
95,687,382
Net income per common share attributable to common stockholders:
Basic $ 0.06
$ 0.05
$ 0.17
$ 0.16
Diluted $ 0.06
$ 0.05
$ 0.17
$ 0.16
Distributions declared per common share $ 0.16
$ 0.16
$ 0.47
$ 0.47

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~CARTER VALIDUS MISSION CRITICAL REIT II, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’~~STOCKHOLDERS' EQUITY

(in thousands, except share data)

(Unaudited)


	Common Stock																					Common Stock
	No. of Shares		Par Value			Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income		Total Stockholders’ Equity			Noncontrolling Interests		Total Equity			No. of Shares		Par Value			Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income		Total Stockholders’ Equity			Noncontrolling Interests		Total Equity
Balance, December 31, 2017	124,327,777		$	1,243		$	1,084,905		$	(99,309	)	$	3,710	$	990,549		$	2	$	990,551		124,327,777		$	1,243		$	1,084,905		$	(99,309	)	$	3,710	$	990,549		$	2	$	990,551
Issuance of common stock	10,154,072		102			97,184			—			—		97,286			—		97,286			3,530,242		35			34,061			—			—		34,096			—		34,096
Issuance of common stock under the distribution reinvestment plan	3,324,410		33			30,486			—			—		30,519			—		30,519			1,080,606		11			9,909			—			—		9,920			—		9,920
Vesting of restricted common stock	9,000		—			67			—			—		67			—		67
Vesting of restricted stock																						—		—			22			—			—		22			—		22
Commissions on sale of common stock and related dealer manager fees	—		—			(4,073		)	—			—		(4,073		)	—		(4,073		)	—		—			(1,689		)	—			—		(1,689		)	—		(1,689		)
Distribution and servicing fees	—		—			(402		)	—			—		(402		)	—		(402		)	—		—			(374		)	—			—		(374		)	—		(374		)
Other offering costs	—		—			(3,323		)	—			—		(3,323		)	—		(3,323		)	—		—			(1,032		)	—			—		(1,032		)	—		(1,032		)
Repurchase of common stock	(3,567,118	)	(36		)	(32,710		)	—			—		(32,746		)	—		(32,746		)	(917,212	)	(9		)	(8,411		)	—			—		(8,420		)	—		(8,420		)
Distributions declared to common stockholders	—		—			—			(60,462		)	—		(60,462		)	—		(60,462		)
Distributions to common stockholders																						—		—			—			(19,447		)	—		(19,447		)	—		(19,447		)
Other comprehensive income	—		—			—			—			7,365		7,365			—		7,365			—		—			—			—			4,575		4,575			—		4,575
Net income	—		—			—			22,407			—		22,407			—		22,407			—		—			—			7,504			—		7,504			—		7,504
Balance, September 30, 2018	134,248,141		$	1,342		$	1,172,134		$	(137,364	)	$	11,075	$	1,047,187		$	2	$	1,047,189
Balance, March 31, 2018																						128,021,413		$	1,280		$	1,117,391		$	(111,252	)	$	8,285	$	1,015,704		$	2	$	1,015,706



	Common Stock
	No. of Shares		Par Value			Additional Paid-in Capital			Accumulated Distributions in Excess of Earnings			Accumulated Other Comprehensive Income			Total Stockholders’ Equity			Noncontrolling Interests		Total Equity
Balance, December 31, 2018	136,466,242		$	1,364		$	1,192,340		$	(152,421	)	$	6,100		$	1,047,383		$	2	$	1,047,385
Cumulative effect of accounting change	—		—			—			(103		)	103			—			—		—
Issuance of common stock under the distribution reinvestment plan	1,122,412		12			10,373			—			—			10,385			—		10,385
Vesting of restricted stock	—		—			23			—			—			23			—		23
Distribution and servicing fees	—		—			52			—			—			52			—		52
Other offering costs	—		—			(5		)	—			—			(5		)	—		(5		)
Repurchase of common stock	(1,160,279	)	(12		)	(10,721		)	—			—			(10,733		)	—		(10,733		)
Distributions to common stockholders	—		—			—			(21,196		)	—			(21,196		)	—		(21,196		)
Other comprehensive loss	—		—			—			—			(3,611		)	(3,611		)	—		(3,611		)
Net income	—		—			—			4,361			—			4,361			—		4,361
Balance, March 31, 2019	136,428,375		$	1,364		$	1,192,062		$	(169,359	)	$	2,592		$	1,026,659		$	2	$	1,026,661

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	22,407		$	14,871		$	4,361		$	7,504
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,848			28,487			18,246			13,717
Amortization of deferred financing costs	2,205			1,870			606			756
Amortization of above-market leases	404			174			156			134
Amortization of intangible lease liabilities	(3,662		)	(1,137		)	(1,232		)	(1,221		)
Amortization of operating leases							113			—
Straight-line rent	(10,009		)	(7,686		)	(2,674		)	(3,311		)
Stock-based compensation	67			54			23			22
Ineffectiveness of interest rate swaps	28			(16		)	—			39
Changes in operating assets and liabilities:
Accounts payable and other liabilities	6,349			8,209			(1,160		)	1,584
Accounts payable due to affiliates	133			1,391			(205		)	50
Other assets	(3,450		)	(5,920		)	1,713			19
Net cash provided by operating activities	57,320			40,297			19,947			19,293
Cash flows from investing activities:
Investment in real estate	(141,380		)	(458,023		)	—			(52,087		)
Acquisition costs capitalized subsequent to acquisition	—			(44		)
Capital expenditures	(13,351		)	(25,002		)	(1,073		)	(5,755		)
Real estate deposits, net	(600		)	(37		)	—			(100		)
Payments of deal costs							(106		)	—
Net cash used in investing activities	(155,331		)	(483,106		)	(1,179		)	(57,942		)
Cash flows from financing activities:
Proceeds from issuance of common stock	97,286			269,133			—			34,096
Proceeds from notes payable	—			260,845
Payments on notes payable	(260		)	—			(305		)	(85		)
Proceeds from credit facility	90,000			175,000			10,000			30,000
Payments on credit facility	—			(175,000		)
Payments of deferred financing costs	(4,800		)	(2,963		)	(67		)	(65		)
Repurchases of common stock	(32,746		)	(8,767		)
Repurchase of common stock							(10,733		)	(8,420		)
Offering costs on issuance of common stock	(10,054		)	(23,196		)	(1,036		)	(3,672		)
Distributions to stockholders	(29,673		)	(20,415		)	(10,813		)	(9,333		)
Net cash provided by financing activities	109,753			474,637
Net cash (used in) provided by financing activities							(12,954		)	42,521
Net change in cash, cash equivalents and restricted cash	11,742			31,828			5,814			3,872
Cash, cash equivalents and restricted cash - Beginning of period	85,747			56,909			79,527			85,747
Cash, cash equivalents and restricted cash - End of period	$	97,489		$	88,737		$	85,341		$	89,619
Supplemental cash flow disclosure:
Interest paid, net of interest capitalized of $1,171 and $1,450, respectively	$	23,583		$	14,106
Interest paid, net of interest capitalized of $23 and $474, respectively							$	9,462		$	7,265
Supplemental disclosure of non-cash transactions:
Common stock issued through distribution reinvestment plan	$	30,519		$	23,001		$	10,385		$	9,920
Distribution and servicing fees accrued during the period	$	—		$	5,756
Liabilities assumed at acquisition	$	—		$	815
Accrued capital expenditures							$	1,161		$	1,268
Accrued deal costs							$	802		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARTER VALIDUS MISSION CRITICAL REIT II, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~September 30, 2018~~March 31, 2019

Note 1—Organization and Business Operations

Carter Validus Mission Critical REIT II, Inc., or the Company, is a Maryland corporation that was formed on January 11, 2013. The Company elected, and currently qualifies, to be taxed as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes. Substantially all of the Company’s business is conducted through Carter Validus Operating Partnership II, LP, a Delaware limited partnership, or the Operating Partnership, formed on January 10, 2013. The Company is the sole general partner of the Operating Partnership, and Carter Validus Advisors II, LLC, or the Advisor, is the special limited partner of the Operating Partnership.

The Company was formed to invest primarily in quality income-producing commercial real estate, with a focus on data centers and healthcare properties, preferably with long-term leases to creditworthy tenants, as well as to make other real estate-related investments that relate to such property types, which may include equity or debt interests, including securities, in other real estate entities. As of March 31, 2019, the Company owned 62 real estate investments, consisting of 85 properties.

The Company commenced the initial public offering of $2,350,000,000 in shares of common stock, or the Initial Offering, consisting of up to $2,250,000,000 in shares in its primary offering and up to $100,000,000 in shares of common stock to be made available pursuant to the Company’s distribution reinvestment plan, or the DRIP, on May 29, ~~2014.~~2014 pursuant to a Registration Statement on Form S-11 filed with the SEC. The Company ceased offering shares of common stock pursuant to the Initial Offering on November 24, 2017. At the completion of the Initial Offering, the Company had accepted investors' subscriptions for and issued approximately 125,095,000 shares of Class A, Class I and Class T common stock, including shares of common stock issued pursuant to the DRIP, resulting in gross proceeds of $1,223,803,000.

On October 13, 2017, the Company filed a Registration Statement on Form S-3 to register 10,893,246 shares of common stock under the DRIP for a proposed maximum offering price of $100,000,000 in shares of common stock, or the DRIP Offering. The Company will continue to issue shares of common stock under the DRIP Offering until such time as the Company sells all of the shares registered for sale under the DRIP Offering, unless the Company files a new registration statement with the U.S. Securities and Exchange Commission, or the SEC, or the DRIP Offering is terminated by the Company's board of directors.

On November 27, 2017, the Company commenced its follow-on offering of up to $1,000,000,000 in shares of common stock, or the Offering, and collectively with the Initial Offering and the DRIP Offering, or the Offerings. ~~As of~~On March 14, 2018, the Company ceased offering shares of Class T common stock in the Offering and began offering shares of Class T2 common stock ~~in the Offering~~ on March 15, 2018. The Company continues to offer shares of Class T common stock in the DRIP Offering. The Company ~~is currently~~ceased offering ~~in any combination with a dollar value up to the maximum offering amount, Class A~~ shares of common stock ~~at a price of $10.200 per share, Class I shares of common stock at a price of $9.273 per share, and Class T2 shares of common stock at a price of $9.714 per share in~~pursuant to the ~~Offerings. The offering prices are based~~Offering on November 27, 2018. At the ~~most recent estimated per share net asset value of each~~completion of the ~~Class A common stock, Class I common stock and Class T common stock, and any applicable per share upfront selling commissions and dealer manager fees.~~

~~As of September 30, 2018,~~Offering, the Company had accepted investors' subscriptions for and issued approximately ~~140,038,000~~13,491,000 shares of Class A, Class I, Class T and Class T2 common stock ~~in the Offerings,~~ resulting in ~~receipt of~~ gross proceeds of ~~approximately $1,365,443,000, before share repurchases~~$129,308,000. The Company deregistered the remaining $870,692,000 of ~~$53,330,000, selling commissions~~shares of Class A, Class I, Class T and ~~dealer manager fees of approximately $95,971,000 and other offering costs of approximately $26,680,000.~~Class T2 common stock.

~~Substantially all of~~On April 11, 2019, the ~~Company’s business is managed by the Advisor.~~Company announced it had entered into a definitive agreement to merge with Carter Validus Real Estate Management Services II, LLC, or the Property Manager, an affiliate of the Advisor, serves as the Company’s property manager. The Advisor and the Property Manager have received, and will continue to receive, feesMission Critical REIT, Inc. See Note 15—"Subsequent Events" for services related to the Company's acquisition and operational stages. The Advisor will also be eligible to receive fees during the Company's liquidation stage. SC Distributors, LLC, an affiliate of the Advisor, or the Dealer Manager, serves as the dealer manager of the Offering. The Dealer Manager has received fees for services related to the Initial Offering, and has received, and will continue to receive, fees for services related to the Offering.

The Company was formed to invest primarily in quality income-producing commercial real estate, with a focus on data centers and healthcare properties, preferably with long-term net leases to creditworthy tenants, as well as to make other real estate-related investments that relate to such property types, which may include equity or debt interests, including securities, in other real estate entities. The Company also may originate or invest in real estate-related notes receivable. As of September 30, 2018, the Company owned 58 real estate investments, consisting of 77 properties.additional information.

Except as the context otherwise requires, ~~“we,” “our,” “us,” and~~ the “Company” ~~refer~~refers to Carter Validus Mission Critical REIT II, Inc., the Operating Partnership and all wholly-owned subsidiaries.

Note 2—Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the representation of management. These accounting policies conform to ~~accounting principles~~United States generally accepted ~~in the United States of America,~~accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of a normal and recurring nature considered for a fair presentation, have been included. Operating results for the three ~~and nine~~ months ended ~~September 30, 2018,~~March 31, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

The condensed consolidated balance sheet at December 31, ~~2017,~~2018, has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial

statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the ~~Company's~~Company’s audited consolidated financial statements as of and for the year ended December 31, ~~2017,~~2018, and related notes thereto set forth in the ~~Company's~~Company’s Annual Report on Form 10-K, filed with the SEC on March ~~21, 2018.~~22, 2019.

Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Restricted Cash

Restricted cash consists of restricted cash held in escrow and restricted bank deposits. Restricted cash held in escrow includes ~~cash held in escrow accounts for capital improvements for certain properties as well as~~ cash held by lenders in escrow accounts for tenant and capital improvements, repairs and maintenance and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement. Restricted cash held in escrow is reported in other assets, net, in the accompanying condensed consolidated balance sheets. Restricted bank deposits consist of tenant receipts for certain properties which are required to be deposited into lender-controlled accounts in accordance with the respective lender's loan agreement. Restricted bank deposits are reported in other assets, net, in the accompanying condensed consolidated balance sheets. See Note 6—"Other Assets, Net".

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands):


	Nine Months Ended September 30,				Three Months Ended March 31,
Beginning of period:	2018		2017		2019		2018
Cash and cash equivalents	74,803		50,446		68,360		74,803
Restricted cash	10,944		6,463		11,167		10,944
Cash, cash equivalents and restricted cash	$	85,747	$	56,909	$	79,527	$	85,747

End of period:
Cash and cash equivalents	84,789		74,488		73,727		76,734
Restricted cash	12,700		14,249		11,614		12,885
Cash, cash equivalents and restricted cash	$	97,489	$	88,737	$	85,341	$	89,619

Impairment of Long Lived Assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the assets through its undiscounted future cash flows and their eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the assets.

When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, as well as the carrying value of the real estate and related assets.

In addition, the Company applies a market approach using comparable sales for certain properties. The use of alternative assumptions in the market approach analysis could result in a different determination of the property’s estimated fair value and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate and related assets.

Impairment of Acquired Intangible Assets

For the three months ended March 31, 2019, the Company recognized an impairment of one in-place lease intangible asset in the amount of approximately $2,658,000, related to a healthcare tenant of the Company experiencing financial difficulties, by accelerating the amortization of the intangible asset.

Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts

Effective January 1, 2018, the Company recognizes non-rental related revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers, or ASC 606. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursements, which are outside the scope of ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Non-rental revenue, subject to ASC 606, is immaterial to the Company's condensed consolidated financial statements.

The majority of the Company's revenue is derived from rental revenue which is accounted for in accordance with ASC 842, Leases, or ASC 842. In accordance with ASC 842, minimum rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). For lease arrangements when it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. Differences between rental income recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. Tenant reimbursements, which are comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized when the services are provided and the performance obligations are satisfied.

Prior to the adoption of ASC 842, tenant receivables and straight-line rent receivables were carried net of the provision for credit losses. The provision for credit losses was established for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company’s determination of the adequacy of these provisions was based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. Effective January 1, 2019, upon adoption of ASC 842, the Company is no longer recording a provision for credit losses but is, instead, assessing whether or not it is probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease. Where it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. For the three months ended March 31, 2019, the Company recorded $445,000 as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income.

Concentration of Credit Risk and Significant Leases

As of ~~September 30, 2018,~~March 31, 2019, the Company had cash on deposit, including restricted cash, in certain financial institutions that had deposits in excess of current federally insured levels. The Company limits its cash investments to financial institutions

with high credit ~~standing;~~standings; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. To date, the Company has experienced no loss or lack of access to cash in its accounts.

As of ~~September 30, 2018,~~March 31, 2019, the Company owned real estate investments in 3942 metropolitan statistical areas, or MSAs, ~~two~~and one micropolitan statistical area, one of which accounted for 10.0% or more of revenue. Real estate investments located in the Atlanta-Sandy Springs-Roswell, Georgia MSA ~~and the Houston-The Woodlands-Sugar Land, Texas MSA~~ accounted for ~~17.3% and 10.0%, respectively,~~15.6% of revenue for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019.

As of ~~September 30, 2018,~~March 31, 2019, the Company had no exposure to tenant concentration that accounted for 10.0% or more of revenue for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019.

Share Repurchase Program

The Company’s share repurchase program allows for repurchases of shares of the Company’s common stock when certain criteria are met. The share repurchase program provides that all repurchases during any calendar year, including those redeemable upon death or a Qualifying Disability of a stockholder, are limited to those that can be funded with equivalent proceeds raised from the distribution reinvestment plan, or the DRIP Offering, during the prior calendar year and other operating funds, if any, as the board of directors, in its sole discretion, may reserve for this purpose.

Repurchases of shares of the Company’s common stock are at the sole discretion of the Company’s board of directors, provided, however, that the Company will limit the number of shares repurchased during any calendar year to 5.0% of the number of shares of common stock outstanding as of December ~~31st~~31^st of the previous calendar year. In addition, the Company’s board of directors, in its sole discretion, may suspend (in whole or in part) the share repurchase program at any time, and may amend, reduce, terminate or otherwise change the share repurchase program upon 30 days' prior notice to the Company’s stockholders for any reason it deems appropriate.

The board of directors of the Company approved and adopted the Fourth Amended and Restated Share Repurchase Program, or the Amended & Restated SRP, which was effective on August 29, 2018. The Amended & Restated SRP provides, among other things, that the Company will repurchase shares on a quarterly, instead of monthly basis. Subsequent to September 30, 2018, the board of directors of the Company approved and adopted the Fifth Amended and Restated Share Repurchase Program clarifying the definition of the Company's repurchase date. See Part II, Item 2. "Unregistered Sales of Equity Securities" for more information on the Amended & Restated SRP.

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the Company ~~received valid repurchase requests, in accordance with the Amended & Restated SRP, related to 3,567,118~~repurchased 1,160,279 Class A shares, Class I shares and Class T shares of common stock ~~(3,202,255~~(858,080 Class A shares, ~~49,528~~108,765 Class I shares and ~~315,335~~193,434 Class T shares)~~, all of which were redeemed in full~~ for an aggregate purchase price of approximately ~~$32,746,000~~$10,733,000 (an average of ~~$9.18~~$9.25 per share). During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, the Company ~~received valid repurchase requests related to 966,610~~repurchased 917,212 Class A shares and Class T shares of common stock ~~(915,269~~(842,952 Class A shares and ~~51,341~~74,260 Class T shares)~~, all of which were redeemed in full~~ for an aggregate purchase price of approximately ~~$8,767,000~~$8,420,000 (an average of ~~$9.07~~$9.18 per share).

In connection with the Merger Agreement (as defined in Note 15—"Subsequent Events"), on April 10, 2019, the Company's board of directors approved the sixth amended and restated share repurchase program. See Note 15—"Subsequent Events" for additional information.

Distribution Policy and Distributions Payable

In order to maintain its status as a REIT, the Company is required to make distributions each taxable year equal to at least 90% of its REIT taxable income, computed without regard to the dividends paid deduction and excluding capital gains. To the extent funds are available, the Company intends to continue to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of the applicable record dates. Distributions are payable to stockholders from legally available funds therefor. The Company declared distributions per share of common stock in the amounts of $0.16 and $0.15 for the three months ended March 31, 2019 and 2018, respectively. See Note 15—"Subsequent Events" for information regarding distributions subsequent to March 31, 2019.

Earnings Per Share

The Company calculates basic earnings per share by dividing net income attributable to common stockholders for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock give rise to potentially dilutive shares of common stock. For the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ diluted earnings per share reflected the effect of approximately ~~25,000~~26,000 and 17,000 shares, respectively, of non-vested shares of restricted common stock that were outstanding as of such period. For the nine months ended September 30, 2018 and 2017, diluted earnings per share reflected the effect of approximately 23,000 and 19,000 and18,000 shares, respectively, of non-vested shares of restricted common stock that were outstanding as of such period.

~~Types~~Reportable Segments

ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of ~~Leases~~

~~Tenant leases may be net leases~~March 31, 2019 and December 31, 2018, the Company operated through two reportable segments— real estate investments in ~~which~~data centers and healthcare. With the ~~total operating expenses are recoverable, modified gross leases in which some~~continued expansion of the ~~operating expenses are recoverable or gross leases in which no expenses are recoverable (gross leases represent only a small portion~~Company’s portfolio, segregation of the ~~Company's total leases).~~Company’s operations into two reporting segments is useful in assessing the performance of the Company’s business in the same way that management reviews performance and makes operating decisions. See Note 10—"Segment Reporting" for further discussion on the reportable segments of the Company.

Derivative Instruments and Hedging Activities

As required by ASC 815, Derivatives and Hedging, or ASC 815, the Company records all derivative instruments as assets and liabilities in the statement of financial position at fair value. The ~~contractual amounts due under gross lease arrangements~~accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not ~~allocated between~~designated as hedging instruments, the ~~rental and expense reimbursement components. The aggregate revenue earned under gross leases~~income or loss is ~~presented~~recognized in ~~rental and parking revenue on~~ the condensed consolidated statements of comprehensive ~~income.~~income during the current period.

~~Recently Issued Accounting Pronouncements~~The Company is exposed to variability in expected future cash flows that are attributable to interest rate changes in the normal course of business. The Company’s primary strategy in entering into derivative contracts is to add stability to future cash flows by managing its exposure to interest rate movements. The Company utilizes derivative instruments, including interest rate swaps, to effectively convert some its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes.

In accordance with ASC 815, the Company designates interest rate swap contracts as cash flow hedges of floating-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of other comprehensive income in the condensed consolidated statements of comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and the

same period during which the hedged transaction affects earnings. See additional discussion in Note 12—"Derivative Instruments and Hedging Activities."

~~On May 28, 2014,~~The Company reflects all derivative instruments at fair value as either assets or liabilities on the ~~FASB issued~~condensed consolidated balance sheets. In accordance with the fair value measurement guidance Accounting Standards Update, or ASU, ~~2014-09,~~2011-04, ~~Revenue from Contracts with Customers~~Fair Value Measurement, ~~or ASU 2014-09. The pronouncement was issued~~the Company made an accounting policy election to ~~clarify~~measure the ~~principles for recognizing revenue and~~credit risk of its derivative financial instruments that are subject to ~~develop~~master netting agreements on a ~~common revenue standard and disclosure requirements. The pronouncement is effective for reporting periods beginning after~~net basis by counterparty portfolio.

Recently Adopted Accounting Pronouncements

Leases

~~December 15, 2017. On~~In February ~~25,~~ 2016, the Financial Accounting Standards Board, or FASB ~~released~~established ASC 842, by issuing ASU 2016-02, Leases ~~(Topic 842).~~ ~~Upon adoption of ASU 2016-02~~, which replaces the guidance previously outlined in 2019, as discussed below, the Company will be required to separate lease contracts into lease and nonlease components, whereby the nonlease components would be subject to ASU 2014-09. The Company adopted the provisions of ASU 2014-09 effective January 1, 2018, using the modified retrospective approach. Property rental revenue is accounted for in accordance with ASC Topic 840, Leases. The ~~Company's rental revenue consists~~new standard increases transparency by requiring the recognition by lessees of ~~(i) contractual revenues from leases recognized on a straight-line basis over the term of the respective lease; (ii) parking revenue;~~right-of-use, or ROU, assets and ~~(iii) the reimbursements of the tenants' share of real estate taxes, insurance and other~~ operating expenses. The Company evaluated the revenue recognition for its contracts within this scope under existing accounting standards and under ASU 2014-09 and concluded that there were no changes to the condensed consolidated financial statements as a result of adoption.

~~On February 23, 2017, the FASB issued ASU 2017-05,~~ ~~Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,~~ or ASU 2017-05. ASU 2017-05 clarifies the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets. Partial sales of non-financial assets include transactions in which the seller retains an equity interest in the entity that owns the assets or has an equity interest in the buyer. ASU 2017-05 provides guidance on how entities should recognize sales, including partial sales, of nonfinancial assets (and in-substance non-financial assets) to non-customers. ASU 2017-05 requires the seller to recognize a full gain or loss in a partial sale of non-financial assets, to the extent control is not retained. Any noncontrolling interest retained by the seller would, accordingly, be measured at fair value. ASU 2017-05 was effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company adopted the ASU 2017-05 effective January 1, 2018. The Company has not disposed of any real estate properties, therefore, the adoption of ASU 2017-05 has no impactlease liabilities on the ~~Company's condensed consolidated financial statements.~~

~~On February 25, 2016, the FASB established Topic 842,~~ ~~Leases~~, by issuing ASU 2016-02. ASU 2016-02 establishes the principles to increase the transparency about the assets and liabilities arising from leases. ASU 2016-02 results in a more faithful representation of the rights and obligations arising from leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions and aligns lessor accounting and sale leaseback transactions guidance more closely to comparable guidance in Topic 606, ~~Revenue from Contractswith Customers, and Topic 610,~~ ~~Other Income—Gains and Losses from the Derecognition of Non-financial Assets. Under ASU 2016-02, a lessee is required to record a right of use asset and a lease liability~~balance sheet for all leases with a term of greater than 12 months, regardless of ~~their~~lease classification. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

The Company adopted ASC 842, effective January 1, 2019, using the modified retrospective approach. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. Further, the Company is amortizing the ROU assets and operating lease liabilities over the remaining lease term and is presenting the amortization of ROU assets - operating leases and accretion of operating lease liabilities as a ~~lessee on several ground leases, which will result~~single line item within operating activities in the condensed consolidated statement of cash flow for the three months ended March 31, 2019.

The Company elected the package of practical expedients, which permits it to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. The Company did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment.

Lessor

As a lessor, the Company's recognition of a right of use asset and lease liability upon the adoption of ASU 2016-02. As of September 30, 2018, the total future undiscounted rent obligation amount under non-cancelable ground leases is approximately $3,703,000, which represents approximately 0.2% of the Company total assets. The Company is in the process of determining the appropriate discount rate to measure the right of use asset and lease liability.

~~In addition, with the adoption of ASU 2016-02, lessor accounting remains~~rental revenue remained largely unchanged, apart from the narrower ~~scope~~definition of initial direct costs that can be capitalized. ~~The new standard will result in certain~~Effective January 1, 2019, indirect leasing costs, such as legal costs related to lease negotiations ~~being expensed as~~will no longer meet the definition of capitalized initial direct costs under ASU 2016-02 and will be recorded in general and administrative expenses in the condensed consolidated statements of comprehensive income, ~~(loss) rather than~~and will no longer be capitalized. As a result of the narrower definition of initial direct costs, the Company does not expect that the adoption of ASU 2016-02 related to the leasing commission costs will have a material impact on the Company's condensed consolidated financial statements. In addition, ASU 2016-02 requires lessors to identify and separate the lease and non-lease components, such as the reimbursement of common area maintenance, contained within each lease.

~~ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.~~ In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, to simplify the guidance, ~~by allowing~~that allows lessors to ~~elect a~~combine non-lease components with the related lease components if both the timing and pattern of transfer are the same for the non-lease component and related lease component, and the lease component would be classified as an operating lease. The single combined component is accounted for under ASC 842 if the lease component is the predominant component and is accounted for under ASC 606, if the non-lease components are the predominant components. Lessors are permitted to apply the practical expedient to ~~not separate~~all existing leases on a retrospective or prospective basis. The Company elected the practical expedient to combine its lease and non-lease components ~~from~~that meet the defined criteria and is accounting for the combined lease component under ASC 842. As a ~~lease, which would provide~~result, the Company ~~with the option of not bifurcating certain~~is no longer presenting rental revenue and tenant reimbursements related to common area maintenance and other expense recoveries separately in the condensed consolidated statements of comprehensive income.

In December 2018, the FASB issued ASU 2018-20, Narrow-Scope Improvements for Lessors, that allows lessors to make an accounting policy election not to evaluate whether real estate taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as ~~a non-lease component.~~owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. ASU 2018-20 also requires lessors to (1) exclude lessor costs paid directly by lessees to third parties on the lessor’s behalf from variable payments and therefore variable lease revenue and (2) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. The Company ~~does not believe that the~~adopted ASU 2018-20 effective January 1, 2019. The adoption of this standard resulted in a decrease of approximately $406,000 in rental revenue and rental expense, as the ~~practical expedient will~~aforementioned real estate tax payments are paid by a lessee directly to a third party, and, therefore, are no longer presented on a gross basis in the Company's condensed consolidated statements of comprehensive income. The adoption of this standard had no impact on the Company's net income attributable to common stockholders.

Lessee

The Company is a lessee on six ground leases, for which three do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company recognized a ~~material impact~~ROU asset and operating lease liability on the Company's condensed consolidated ~~financial statements.~~

~~On June 16, 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments-Credit Losses,~~ or ASU 2016-13. ASU 2016-13 requires more timely recording of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expectedbalance sheet due to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminates the “incurred loss” methodology in current GAAP. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. The Company is in the process of evaluating the impact ASU 2016-13 will have on the Company’s condensed consolidated financial statements. The Company believes that certain financial statements' accounts may be

~~impacted by~~ the adoption of ASU ~~2016-13, including allowances~~2016-02. See Note 5 —"Leases" for ~~doubtful accounts with respect to accounts receivable~~further discussion.

Derivatives and ~~straight-line rent receivable. As of September 30, 2018, there were no allowances for doubtful accounts recorded in the Company's condensed consolidated financial statements.~~Hedging

OnIn August ~~17, 2018, the SEC issued a final rule, SEC Final Rule Release No. 33-10532,~~ ~~Disclosure Update and Simplification~~, that amends certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements or GAAP. For filings on Form 10-Q, the final rule, among other items, extends to interim periods the annual requirement to disclose changes in stockholders’ equity. As amended by the final rule, entities must analyze changes in stockholders’ equity, in the form of a reconciliation, for the then current and comparative year-to-date interim periods, with subtotals for each interim period. The final rule becomes effective on November 5, 2018. The SEC staff said it would not object to a registrant waiting to comply with the new interim disclosure requirement until the filing of its Form 10-Q for the first quarter beginning after the effective date of the rule. As a result, the Company will apply these changes in the presentation of stockholders’ equity beginning with its Quarterly Report on Form 10-Q for the three months ended March 31, 2019. The Company has determined this final rule will not have a material impact on the Company's financial condition, results of operations or financial statement disclosures.

~~On August 28,~~ 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, or ASU 2017-12. The objectives of ASU 2017-12 are to (i) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (ii) reduce the complexity of and simplify the application of hedge accounting by preparers. ~~ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. Upon~~The Company adopted this standard on January 1, 2019. The adoption of ASU 2017-12 resulted in an immaterial cumulative adjustment to accumulated other comprehensive income related to the cumulative ineffectiveness previously recognized on existing cash flow hedges will be adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income (loss). The Company does not expect to have material ineffectiveness related to its outstanding designated cash flow hedges, therefore, the adoption of this standard will not have a material impact on the ~~Company’s~~Company's condensed consolidated financial statements.

~~On August 28,~~In October 2018, the FASB issued ASU ~~2018-13,~~2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, or ASU 2018-16. ASU 2018-16 permits the use of the OIS rate based on SOFR as a United States benchmark interest rate for hedge accounting purposes under Topic 815. ASU 2018-16 was effective upon adoption of ASU 2017-12. The Company adopted ASU 2018-16 on January 1, 2019, and its provisions did not have an impact on its condensed consolidated financial statements.

Disclosure Update and Simplification

In August 2018, the SEC issued a final rule, SEC Final Rule Release No. 33-10532, Disclosure ~~Framework—Changes~~Update and Simplification, that amends the interim financial statement requirements to require a reconciliation of changes in stockholders' equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders' equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. Registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. The final rule became effective on November 5, 2018. As a result, the Company applied these changes in the presentation of the Company's condensed consolidated statement of stockholders' equity for the three months ended March 31, 2019 and 2018.

Recently Issued Accounting Pronouncements Not Yet Adopted

Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, or ASU ~~2018-13~~. 2018-13. ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between the levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds certain disclosure requirements, including the requirement to disclose 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 the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is in the process of evaluating the impact that ASU 2018-13 will have on the Company's condensed consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation, ~~with~~primarily related to the recently adopted accounting pronouncements discussed within this note. Amounts previously disclosed as rental and parking revenue and tenant reimbursements during the three months ended March 31, 2018, are now included in rental revenue and will no ~~effect~~longer be presented separately on the ~~Company’s~~ condensed consolidated ~~financial position or results~~statements of ~~operations.~~comprehensive income.

Note 3—~~Real Estate Investments~~

During the nine months ended September 30, 2018, the Company purchased five real estate investments, consisting of seven properties, all of which were determined to be asset acquisitions. Upon the acquisition of the real estate properties determined to be asset acquisitions, the Company allocated the purchase price of the real estate properties to acquired tangible assets, consisting of land and buildings and improvements, and acquired intangible assets, based on a relative fair value method allocating all accumulated costs.

~~The following table summarizes the consideration transferred for the properties acquired during the nine months ended September 30, 2018:~~

Property Description Date Acquired Ownership Percentage Purchase Price (amounts in thousands)
Rancho Cordova Data Center Portfolio ⁽¹⁾
03/14/2018 100% $ 52,087
Carrollton Healthcare Facility 04/27/2018 100% 8,699
Oceans Katy Behavioral Health Hospital 06/08/2018 100% 15,715
San Jose Data Center 06/13/2018 100% 50,408
Indianola Healthcare Facilities Portfolio ⁽²⁾
09/26/2018 100% 14,471
Total $ 141,380


~~(1)~~	~~The Rancho Cordova Data Center Portfolio consists of two properties.~~


~~(2)~~	~~The Indianola Healthcare Facilities Portfolio consists of two properties.~~

~~The following table summarizes the Company's allocation of the real estate acquisitions during the nine months ended September 30, 2018, (amounts in thousands):~~

Total
Land $ 20,386
Buildings and improvements 106,282
In-place leases 14,494
Tenant improvements 218
Total assets acquired $ 141,380

Acquisition fees and costs associated with transactions determined to be asset acquisitions are capitalized. The Company capitalized acquisition fees and costs of approximately $624,000 and $3,633,000 related to properties acquired during the three and nine months ended September 30, 2018, respectively, which are included in the Company's allocation of the real estate acquisitions presented above. The total amount of all acquisition fees and costs is limited to 6.0% of the contract purchase price of a property. The contract purchase price is the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property exclusive of acquisition fees and costs. For the three and nine months ended September 30, 2018, acquisition fees and costs did not exceed 6.0% of the contract purchase price of the Company's acquisitions during such periods.

~~Note 4—~~Acquired Intangible Assets, Net

Acquired intangible assets, net, consisted of the following as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (amounts in thousands, except weighted average life amounts):

September 30, 2018 December 31, 2017
In-place leases, net of accumulated amortization of $36,115 and $21,776, respectively (with a weighted average remaining life of 10.2 years and 11.0 years, respectively) $ 148,749
$ 148,594
Above-market leases, net of accumulated amortization of $755 and $358, respectively (with a weighted average remaining life of 2.1 years and 2.8 years, respectively) 947
1,344
Ground lease interests, net of accumulated amortization of $35 and $28, respectively (with a weighted average remaining life of 65.1 years and 65.8 years, respectively) 609
616
$ 150,305
$ 150,554



	March 31, 2019			December 31, 2018
In-place leases, net of accumulated amortization of $45,523 and $41,143, respectively (with a weighted average remaining life of 9.8 years and 10.1 years, respectively)	$	143,496		$	151,135
Above-market leases, net of accumulated amortization of $1,055 and $899, respectively (with a weighted average remaining life of 4.8 years and 5.1 years, respectively)	1,554			1,710
Ground lease assets, net of accumulated amortization of $0 and $39, respectively (with a weighted average remaining life of 0.0 years and 83.5 years, respectively)	—		(1)	1,359
	$	145,050		$	154,204


(1)	On January 1, 2019, as part of the adoption of ASC 842, as discussed in Note 2—"Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements", the Company reclassified the ground lease assets balance from acquired intangible assets, net, to right-of-use assets - operating leases within the condensed consolidated balance sheet.

The aggregate weighted average remaining life of the acquired intangible assets was ~~10.4~~9.7 years and ~~11.2~~10.6 years as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Amortization of the acquired intangible assets was $7,795,000 and $4,694,000 for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017 was $5,102,000 and $4,422,000, respectively, and~~respectively. Of the $7,795,000 recorded for the ~~nine~~three months ended ~~September 30, 2018 and 2017~~March 31, 2019, $2,658,000 was ~~$14,743,000 and $9,625,000, respectively.~~accelerated amortization due to the impairment of an in-place lease intangible asset related to a tenant experiencing financial difficulties. Amortization ~~of the above-market leases is recorded as an adjustment to rental and parking revenue, amortization~~ of the in-place leases is included in depreciation and amortization and amortization of the ~~ground lease interests~~above-market leases is ~~included in~~recorded as an adjustment to rental ~~and parking expenses~~revenue in the accompanying condensed consolidated statements of comprehensive income.

Note 5—4—Intangible Lease Liabilities, Net

Intangible lease liabilities, net, consisted of the following as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (amounts in thousands, except weighted average life amounts):

September 30, 2018 December 31, 2017
Below-market leases, net of accumulated amortization of $6,422 and $2,760, respectively (with a weighted average remaining life of 18.0 years and 18.7 years, respectively) $ 57,632
$ 61,294

$ 57,632
$ 61,294



	March 31, 2019		December 31, 2018
Below-market leases, net of accumulated amortization of $8,824 and $7,592, respectively (with a weighted average remaining life of 17.4 years and 17.6 years, respectively)	$	56,374	$	57,606

Amortization of the below-market leases was $1,232,000 and $1,221,000 for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017 was $1,220,000 and $751,000, respectively, and for the nine months ended September 30, 2018 and 2017 was $3,662,000 and $1,137,000,~~ respectively. Amortization of below-market leases is recorded as an adjustment to rental ~~and parking~~ revenue in the accompanying condensed consolidated statements of comprehensive income.

Note ~~6—Other Assets, Net~~5—Leases

~~Other assets, net, consisted~~Lessor

Rental Revenue

The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the ~~following~~lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants.

Future minimum rent to be received from the Company's investments in real estate assets under the terms of non-cancelable operating leases in effect as of ~~September 30, 2018 and~~March 31, 2019, including optional renewal periods for the nine months ending December 31, ~~2017~~2019, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):

September 30, 2018 December 31, 2017
Deferred financing costs, related to the revolver portion of the secured credit facility, net of accumulated amortization of $4,463 and $3,426, respectively $ 3,131
$ 1,850
Real estate escrow deposits 700
100
Restricted cash 12,700
10,944
Tenant receivables 6,150
4,916
Straight-line rent receivable 29,330
19,321
Prepaid and other assets 8,273
6,117
Derivative assets 11,249
3,934
$ 71,533
$ 47,182



Year	Amount
Nine months ending December 31, 2019	$	109,153
2020	146,830
2021	149,142
2022	144,560
2023	141,915
Thereafter	1,005,068
	$	1,696,668

Lessee

~~Note 7—Accounts Payable~~Rental Expense

The Company has six ground leases, for which three do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The ground lease obligations generally require fixed annual rental payments and ~~Other Liabilities~~

~~Accounts payable~~may also include escalation clauses. The weighted average remaining lease term for the Company's operating leases was 78.1 years and ~~other liabilities,~~52.0 years as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017, consisted~~2018, respectively.

The Company's ground leases do not provide an implicit interest rate. In order to calculate the present value of the ~~following~~remaining ground lease payments, the Company used incremental borrowing rates as of January 1, 2019, adjusted for a number of factors, including the long-term nature of the ground leases, the Company's estimated borrowing costs, and the estimated fair value of the underlying land. The weighted average adjusted incremental borrowing rates ranged between 5.6% and 6.6% as of January 1, 2019.

The future minimum rent obligations, discounted by the Company's adjusted incremental borrowing rates, under non-cancelable ground leases, for the nine months ending December 31, 2019, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):

September 30, 2018 December 31, 2017
Accounts payable and accrued expenses $ 7,097
$ 13,220
Accrued interest expense 2,880
2,410
Accrued property taxes 4,773
1,532
Distributions payable to stockholders 6,836
6,566
Tenant deposits 865
682
Deferred rental income 6,568
3,277
Derivative liabilities —
22
$ 29,019
$ 27,709



Year	Amount
Nine months ending December 31, 2019	$	402
2020	536
2021	536
2022	536
2023	536
Thereafter	70,165
Total undiscounted rental payments	72,711
Less imputed interest	(63,961		)
Total operating lease liabilities	$	8,750

~~Note 8—Notes Payable and Secured Credit Facility~~

~~The Company's debt outstanding~~Due to the adoption of the of ASC 842, the Company reclassified ground lease assets as of ~~September 30, 2018~~January 1, 2019, from acquired intangible assets, net, to right-of-use assets - operating leases within the condensed consolidated balance sheet.

As discussed in Note 2—"Summary of Significant Accounting Policies", the Company adopted ASU 2016-02, effective January 1, 2019, and ~~December 31, 2017, consisted of~~consequently, financial information was not updated, and the ~~following (amounts in thousands):~~

September 30, 2018 December 31, 2017
Notes payable:
Fixed rate notes payable $ 220,372
$ 220,436
Variable rate notes payable fixed through interest rate swaps 247,503
247,699
Total notes payable, principal amount outstanding 467,875
468,135
Unamortized deferred financing costs related to notes payable (3,679 ) (4,393 )
Total notes payable, net of deferred financing costs 464,196
463,742
Secured credit facility:
Variable rate revolving line of credit 60,000
120,000
Variable rate term loan fixed through interest rate swaps 100,000
100,000
Variable rate term loan 150,000
—
Total secured credit facility, principal amount outstanding 310,000
220,000
Unamortized deferred financing costs related to the term loan secured credit facility (2,633 ) (601 )
Total secured credit facility, net of deferred financing costs 307,367
219,399
Total debt outstanding $ 771,563
$ 683,141

~~Significant debt activity for the nine months ended September 30, 2018, excluding scheduled principal payments, includes:~~

On April 27, 2018, the Operating Partnership and certain of the Company’s subsidiaries entered into the Third Amended and Restated Credit Agreement (the "A&R Credit Agreement") to add seven new lenders and to increase the maximum commitments availabledisclosures required under the ~~secured credit facility from $425,000,000 to an aggregate~~new lease standard are not provided for dates and periods before January 1, 2019.

The following represents approximate future minimum rent obligations under non-cancelable ground leases by year as of up to $700,000,000, consisting of a $450,000,000 revolving line of credit, with a maturity date of April 27, 2022, subject to the Operating Partnership's right for one, 12-month extension period, and a $250,000,000 term loan, with a maturity date of April 27, 2023. In connection with the A&R Credit Agreement, during the three months ended June 30, 2018, the Company converted $150,000,000 of the outstanding balance on its revolving line of credit into $150,000,000 outstanding on its term loan. The annual interest rate payable under the secured credit facility was decreased to, at the Operating Partnership's option, either (a) the London Interbank Offered Rate, plus an applicable margin ranging from 1.75% to 2.25%, which is determined based on the overall leverage of the Operating Partnership; or (b) a base rate, which means, for any day, a fluctuating rate per annum equal to the prime rate for such day, plus an applicable margin ranging from 0.75% to 1.25%, which is determined based on the overall leverage of the Operating Partnership.

~~During the nine months ended September 30, 2018, the Company drew $90,000,000 on its secured credit facility to fund the acquisition of three real estate investments.~~

During the nine months ended September 30, 2018, the Company increased the borrowing base availability under the secured credit facility by $94,160,000 by adding six properties to the aggregate pool availability.

As of September 30, 2018, the Company had an aggregate pool availability under the secured credit facility of $501,447,000. As of September 30, 2018, the aggregate outstanding principal balance was $310,000,000, and a total of $191,447,000 remained to be drawn on the secured credit facility.

~~The principal payments due on the notes payable and secured credit facility for the three months ending~~ December 31, 2018, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):


Year	Total Amount		Amount
Three months ending December 31, 2018	$	140
2019	1,939		$	123
2020	4,533		123
2021	155,151		123
2022	224,971		123
2023			123
Thereafter	391,141		2,246
	$	777,875
Total undiscounted rental payments			$	2,861

This table excludes future lease payment obligations from one tenant that pays the ground lease obligations directly to the lessor, consistent with the Company's accounting policy prior to its adoption of ASC 842 on January 1, 2019.

Note 6—Other Assets, Net

Other assets, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019		December 31, 2018
Deferred financing costs, related to the revolver portion of the secured credit facility, net of accumulated amortization of $4,915 and $4,686, respectively	$	2,886	$	3,053
Restricted cash	11,614		11,167
Tenant receivables	4,749		6,080
Straight-line rent receivable	35,359		32,685
Prepaid and other assets	9,093		8,344
Derivative assets	3,420		6,204
	$	67,121	$	67,533

Note 7—Accounts Payable and Other Liabilities

Accounts payable and other liabilities, as of March 31, 2019 and December 31, 2018, consisted of the following (amounts in thousands):



	March 31, 2019		December 31, 2018
Accounts payable and accrued expenses	$	10,135	$	9,188
Accrued interest expense	3,129		3,219
Accrued property taxes	2,299		2,309
Distributions payable to stockholders	7,315		7,317
Tenant deposits	875		875
Deferred rental income	6,431		6,647
Derivative liabilities	827		—
	$	31,011	$	29,555

Note 8—Notes Payable and Secured Credit Facility

The Company's debt outstanding as of March 31, 2019 and December 31, 2018, consisted of the following (amounts in thousands):




	March 31, 2019			December 31, 2018
Notes payable:
Fixed rate notes payable	$	220,276		$	220,351
Variable rate notes payable fixed through interest rate swaps	247,205			247,435
Total notes payable, principal amount outstanding	467,481			467,786
Unamortized deferred financing costs related to notes payable	(3,208		)	(3,441		)
Total notes payable, net of deferred financing costs	464,273			464,345
Secured credit facility:
Variable rate revolving line of credit	115,000			$	105,000
Variable rate term loan fixed through interest rate swaps	100,000			100,000
Variable rate term loans	150,000			150,000
Total secured credit facility, principal amount outstanding	365,000			355,000
Unamortized deferred financing costs related to the term loan secured credit facility	(2,396		)	(2,489		)
Total secured credit facility, net of deferred financing costs	362,604			352,511
Total debt outstanding	$	826,877		$	816,856

Significant debt activity during the three months ended March 31, 2019 and subsequent, excluding scheduled principal payments, includes:

During the three months ended March 31, 2019, the Company drew $10,000,000 on its secured credit facility to fund share repurchases.

During the three months ended March 31, 2019, the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019, which will effectively fix the London Interbank Offered Rate, or LIBOR related to $150,000,000 of the term loans of the secured credit facility.

On January 29, 2019, the Company amended the secured credit facility agreement by adding beneficial ownership provisions, modifying certain definitions related to change of control and consolidated total secured debt and clarifying certain covenants related to restrictions on indebtedness and restrictions on liens.

On April 11, 2019, in connection with the Merger Agreement, as defined in Note 15—"Subsequent Events", the Operating Partnership, the Company, and certain of the Operating Partnership’s subsidiaries entered into the Consent and Second Amendment to the Third Amended and Restated Credit Agreement. Additionally, on April 11, 2019, the Company entered into a commitment letter to obtain a senior secured bridge facility. See Note 15—"Subsequent Events" for additional information.

The principal payments due on the notes payable and secured credit facility for the nine months ending December 31, 2019, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):



Year	Amount
Nine months ending December 31, 2019	$	1,681
2020	4,530
2021	155,207
2022	279,922
2023	252,712
Thereafter	138,429
	$	832,481

Note 9—Related-Party Transactions and Arrangements

The Company has no direct employees. Substantially all of the Company's business is managed by the Advisor. The employees of the Advisor and other affiliates provide services to the Company related to acquisitions, property management, asset management, accounting, investor relations, and all other administrative services.

Organization and Offering Expenses

The Company reimburses the Advisor and its affiliates for organization and offering expenses it incurs on the Company’s behalf, but only to the extent the reimbursement ~~would~~did not cause the selling commissions, dealer manager fees, distribution and servicing fees and other organization and offering expenses to exceed 15.0% of the gross proceeds of the Company's Initial Offering or Offering, respectively. Other offering costs, which are offering expenses other than selling commissions, dealer manager fees and distribution and servicing fees, associated with the Company's Initial Offering and Offering, which terminated on November 24, 2017 and November 27, 2018, respectively, were approximately 2.0% ~~of the gross proceeds. The Company expects that other offering costs associated with the Company's Offering, which commenced on November 27, 2017, will be approximately 2.0%~~and 2.5% of the gross proceeds, ~~at the termination of the Offering.~~ respectively.

As of ~~September 30, 2018, since inception,~~March 31, 2019, the Company reimbursed the Advisor and its affiliates ~~incurred~~ approximately $19,747,000 on the Company’s behalf in other offering costs, the majority of which were incurred by the Dealer Manager. Of this amount, approximately $353,000 of other offering costs remained accrued as of September 30, 2018. As of September 30, 2018, the Company reimbursed the Advisor or its affiliates approximately $18,860,000$19,269,000 in other offering costs. As of ~~September 30, 2018,~~March 31, 2019, since inception, the Company paid approximately ~~$534,000~~$548,000 to an affiliate of the Dealer Manager in other offering costs. Other organization expenses are expensed as incurred and offering costs are charged to stockholders’ equity as incurred.

Distribution and Servicing Fees

Through the termination of the Offering on November 27, 2018, the Company paid the Dealer Manager selling commissions and dealer manager fees in connection with the purchase of shares of certain classes of common stock. The Company continues to pay the Dealer Manager a distribution and servicing fee with respect to its Class T and T2 shares that were sold in the Company's Initial Offering and Offering. Distribution and servicing fees are recorded in the accompanying condensed consolidated statements of stockholders' equity as a reduction to equity as incurred.

Acquisition Fees and Expenses

The Company pays to the Advisor 2.0% of the contract purchase price of each property or asset acquired. For the three months ended September 30, 2018 and 2017, the Company incurred approximately $277,000 and $1,019,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred $2,755,000 and $8,975,000, respectively, in acquisition fees to the Advisor or its affiliates. In addition, the Company reimburses the Advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or real estate-related investments (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on properties not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. ~~The~~Since the Company's formation through March 31, 2019, the Company ~~expects these expenses will be~~reimbursed the Advisor approximately ~~0.75%~~0.01% of the aggregate purchase price all of ~~each property or~~properties acquired. Acquisition fees and expenses associated with the acquisition of properties determined to be business combinations are expensed as incurred, including investment transactions that are no longer under consideration, and are included in acquisition related expenses in the accompanying consolidated statements of comprehensive income. Acquisition fees and expenses associated with transactions determined to be an asset acquisition are capitalized in real ~~estate-related investment.~~estate, net, in the accompanying condensed consolidated balance sheets.

Asset Management Fees

The Company pays to the Advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of aggregate asset value, which is payable monthly in arrears. For the three months ended September 30, 2018 and 2017, the Company incurred approximately $3,323,000 and $2,698,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred approximately $9,655,000 and $7,055,000, respectively, in asset management fees.

In connection with the rental, leasing, operation and management of the Company’s properties, the Company pays the Property Manager and its affiliates aggregate fees equal to 3.0% of gross revenues from the properties managed, or property management fees. The Company will reimburse the Property Manager and its affiliates for property-level expenses that any of them pay or incur on the Company’s behalf, including certain salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of its executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and

pay all or a portion of the property management fee to the third parties with whom they contract for these services. If the Company contracts directly with third parties for such services, it will pay them customary market fees and may pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. The Company also will pay the Property Manager a separate fee for the one-time initial lease-up, leasing-up of newly constructed properties or re-leasing to existing tenants. For the three months ended September 30, 2018 and 2017, the Company incurred approximately $1,123,000 and $913,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred $3,282,000 and $2,322,000, respectively, in property management fees to the Property Manager, which are recorded in rental and parking expenses in the accompanying condensed consolidated statements of comprehensive income. For the three months ended September 30, 2018 and 2017, the Company incurred approximately $42,000 and $884,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred $473,000 and $907,000, respectively, in leasing commissions to the Property Manager. Leasing commission fees are capitalized in other assets, net in the accompanying condensed consolidated balance sheets.

For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on our properties, the Company may pay the Property Manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees. For the three months ended September 30, 2018 and 2017, the Company incurred approximately $30,000 and $172,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred approximately $203,000 and $575,000, respectively, in construction management fees to the Property Manager. Construction management fees are capitalized in real estate, net in the accompanying condensed consolidated balance sheets.Operating Expense Reimbursement

The Company reimburses the Advisor for all operating expenses it paid or incurred in connection with the services provided to the Company, subject to certain limitations. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceed the greater of (a) 2.0% of average invested assets or (b) 25% of net income, subject to certain adjustments, will not be reimbursed unless the independent directors determine such excess expenses are justified. The Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives an acquisition fee or a disposition fee. ~~For~~Operating expenses incurred on the three months ended September 30, 2018 and 2017, the Advisor allocated approximately $433,000 and $381,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Advisor allocated approximately $1,130,000 and $1,228,000, respectively, in operating expenses to the Company, whichCompany’s behalf are recorded in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income.

~~On May 15, 2017,~~Property Management Fees

In connection with the ~~Advisor employed Gael Ragone, who is the daughter of John E. Carter, the chairman~~rental, leasing, operation and management of the ~~Company's board of directors, as Vice President of Product Management of~~Company’s properties, the Company pays Carter Validus ~~Advisors~~Real Estate Management Services II, ~~LLC. Effective June, 18, 2018, Ms. Ragone is no longer~~LLC, or the Property Manager, and its affiliates, aggregate fees equal to 3.0% of gross revenues from the properties managed, or property management fees. The Company reimburses the Property Manager and its affiliates for property-level expenses that any of them pay or incur on the Company’s behalf, including certain salaries, bonuses and benefits of persons employed by the ~~Advisor.~~ Property Manager and its affiliates, except for the salaries, bonuses and

benefits of persons who also serve as one of its executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. If the Company contracts directly with third parties for such services, it will pay them customary market fees and may pay the Property Manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event will the Company pay the Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. Property management fees are recorded in rental expenses in the accompanying condensed consolidated statements of comprehensive income.

Leasing Commission Fees

The Company ~~directly reimbursed~~pays the ~~Advisor any amounts~~Property Manager a separate fee for the initial lease-up, leasing-up of ~~Ms. Ragone's salary that were allocated~~newly constructed properties or re-leasing to ~~the Company. For the three and nine months ended September 30, 2018, the Advisor allocated approximately $0 and $69,000, respectively, which is included~~existing tenants. Leasing commission fees are capitalized in other ~~offering costs~~assets, net, in the accompanying condensed consolidated balance sheets and amortized over the terms of the related leases.

Construction Management Fees

For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on the Company's properties, the Company may pay the Property Manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees. Construction management fees are capitalized in buildings and improvements, in the accompanying condensed consolidated balance sheets.

Disposition Fees

The Company will pay its Advisor, or its affiliates, if it provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, a disposition fee, equal to the lesser of 1.0% of the contract sales price and one-half of the total brokerage commission paid if a third party broker is also involved, without exceeding the lesser of 6.0% of the contract sales price or a reasonable, customary and competitive real estate commission. As of ~~September 30, 2018,~~March 31, 2019, the Company ~~has~~had not incurred any disposition fees to the Advisor or its affiliates.

Subordinated Participation in Net Sale Proceeds

Upon the sale of the Company, the Advisor will receive 15% of the remaining net sale proceeds after return of capital contributions plus payment to investors of a 6.0% annual cumulative, non-compounded return on the capital contributed by investors, or the subordinated participation in net sale proceeds. As of ~~September 30, 2018,~~March 31, 2019, the Company ~~has~~had not incurred any subordinated participation in net sale proceeds to the Advisor or its affiliates.

Subordinated Incentive Listing Fee

Upon the listing of the Company’s shares on a national securities exchange, the Advisor will receive 15% of the amount by which the sum of the Company’s adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to a 6.0% annual cumulative, non-compounded return to investors, or the subordinated incentive listing fee. As of ~~September 30, 2018,~~March 31, 2019, the Company ~~has~~had not incurred any subordinated incentive listing fees to the Advisor or its affiliates.

Subordinated Distribution Upon Termination Fee

Upon termination or non-renewal of the advisory agreement, with or without cause, the Advisor will be entitled to receive subordinated termination fees from the Operating Partnership equal to 15% of the amount by which the sum of the Company’s adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, non-compounded return to investors. In addition, the Advisor may elect to defer its right to receive a subordinated termination fee upon termination until either shares of the Company’s common stock are listed and

traded on a national securities exchange or another liquidity event occurs. As of ~~September 30, 2018,~~March 31, 2019, the Company ~~has~~had not incurred any subordinated termination fees to the Advisor or its affiliates.

Concurrently with the entry into the Merger Agreement on April 11, 2019, the Company, the Operating Partnership, the Advisor and REIT I Operating Partnership entered into the Third Amended and Restated REIT II Advisory Agreement, or the Amended REIT II Advisory Agreement, which shall become effective at the effective time of the REIT Merger. The ~~Company pays~~Amended REIT II Advisory Agreement will amend the ~~Dealer Manager selling commissions, dealer manager fees~~Company’s existing advisory agreement, dated as of June 10, 2014, to add REIT I Operating Partnership as a party and ~~distribution~~to increase the Combined Company’s stockholder return threshold to an 8.0% cumulative return prior to the Advisor receiving any distributions of net sales proceeds. See Note 15—"Subsequent Events" for additional information and ~~servicing fees~~definitions of the terms.

The following table details amounts incurred and payable to affiliates in connection with the ~~purchase of shares of certain classes of common stock. All selling commissions are expected to be re-allowed to participating broker-dealers.~~ The dealer manager fee may be partially re-allowed to participating broker-dealers. No selling commissions, dealer manager fees and distribution and servicing fees will be paid in connection with purchases of shares of any class made pursuant to the DRIP.

~~Class A Shares~~

The Company pays the Dealer Manager selling commissions of up to 7.0% of the gross offering proceeds per Class A share. In addition, the Company pays the Dealer Manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A shares.

~~Class I Shares~~

The Company does not pay selling commissions with respect to Class I shares. The Dealer Manager may receive up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by the Advisor without reimbursement from the Company. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment advisor that is not affiliated with a broker dealer.

~~Class T Shares~~

The Company paid the Dealer Manager selling commissions of up to 3.0% of the gross offering proceeds per Class T share. In addition, the Company paid the Dealer Manager a dealer manager fee up to 3.0% of gross offering proceeds from the sale of Class T shares. The Company ceased offering Class T shares in the Offering on March 14, 2018. Beginning on March 15, 2018, the Company offers Class T2 shares,Company's related parties transactions as described ~~below.~~

~~Class T2 Shares~~

The Company pays the Dealer Manager selling commissions of up to 3.0% of gross offering proceeds per Class T2 share. In addition, the Company pays the Dealer Manager a dealer manager fee of up to 2.5% of gross offering proceeds from the sale of Class T2 shares.

~~For~~above for the three months ended ~~September 30,~~March 31, 2019 and 2018 and ~~2017, the Company incurred approximately $844,000 and $6,065,000, respectively, and for the nine months ended September 30, 2018 and 2017, the Company incurred approximately$4,073,000 and $16,323,000, respectively, for selling commissions and dealer manager fees in connection with the Offerings to the Dealer Manager.~~

~~The Company pays the Dealer Manager a distribution and servicing fee with respect to its Class T and T2 shares that are sold in the Company's Offerings.~~

The distribution and servicing fee is paid monthly in arrears. For the nine months ended September 30, 2018 and 2017, the Company incurred $402,000 and $7,031,000, respectively, in distribution and servicing fees to the Dealer Manager.

~~Accounts Payable Due to Affiliates~~

~~The following amounts were due to affiliates~~ as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (amounts in thousands):

Entity Fee September 30, 2018 December 31, 2017
Carter Validus Advisors II, LLC and its affiliates Asset management fees $ 1,114
$ 1,017
Carter Validus Real Estate Management Services II, LLC Property management fees 462
463
Carter Validus Real Estate Management Services II, LLC Construction management fees —
39
Carter Validus Advisors II, LLC and its affiliates General and administrative costs 182
182
Carter Validus Advisors II, LLC and its affiliates Offering costs 353
167
SC Distributors, LLC Distribution and servicing fees 11,140
13,376
Carter Validus Advisors II, LLC and its affiliates Acquisition expenses —
5
Carter Validus Real Estate Management Services II, LLC Leasing commissions 42
—

$ 13,293
$ 15,249



		Incurred					Payable
		For the Three Months Ended March 31,					March 31, 2019		December 31, 2018
Fee	Entity	2019			2018		March 31, 2019		December 31, 2018
Other offering costs reimbursement	Carter Validus Advisors II, LLC and its affiliates	$	—		$	647	$	—	$	89
Selling commissions and dealer manager fees	SC Distributors, LLC	—			1,689		—		—
Distribution and servicing fees	SC Distributors, LLC	(52		)	374		9,300		10,218
Acquisition fees	Carter Validus Advisors II, LLC and its affiliates	—			1,019		—		32
Asset management fees	Carter Validus Advisors II, LLC and its affiliates	3,494			3,099		1,165		1,182
Property management fees	Carter Validus Real Estate Management Services II, LLC	1,209			1,037		483		420
Operating expense reimbursement	Carter Validus Advisors II, LLC and its affiliates	730			312		224		421
Leasing commission fees	Carter Validus Real Estate Management Services II, LLC	3			—		3		25
Construction management fees	Carter Validus Real Estate Management Services II, LLC	129			111		181		40
Total		$	5,513		$	8,288	$	11,356	$	12,427

Note 10—Segment Reporting

Management reviews the performance of individual properties and aggregates individual properties based on operating criteria into two reportable segments—commercial real estate investments in data centers and healthcare, and makes operating decisions based on these two reportable segments. The Company’s commercial real estate investments in data centers and healthcare are based on certain underwriting assumptions and operating criteria, which are different for data centers and healthcare.

The Company evaluates performance based on net operating income of the individual properties in each segment. Net operating income, a non-GAAP financial measure, is defined as ~~total revenues,~~rental revenue, less rental ~~and parking~~ expenses, which excludes depreciation and amortization, general and administrative expenses, ~~acquisition related expenses,~~ asset management fees and interest and other expense, net. The Company believes that segment net operating income serves as a useful supplement to net income because it allows investors and management to measure unlevered property-level operating results and to compare operating results to the operating results of other real estate companies between periods on a consistent basis. Segment net operating income should not be considered as an alternative to net income determined in accordance with GAAP as an indicator of financial performance, and accordingly, the Company believes that in order to facilitate a clear understanding of the consolidated historical operating results, segment net operating income should be examined in conjunction with net income as presented in the accompanying condensed consolidated financial statements and data included elsewhere in this Quarterly Report on Form 10-Q.

Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, real estate and escrow deposits, deferred financing costs attributable to the revolving line of credit portion of the Company's secured credit facility and other assets not attributable to individual properties.

Summary information for the reportable segments during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ is as follows (amounts in thousands):


	Data Center			Healthcare			Three Months Ended September 30, 2018			Data Centers			Healthcare			Three Months Ended March 31, 2019
Revenue:
Rental, parking and tenant reimbursement revenue	$	26,843		$	18,675		$	45,518
Rental revenue										$	26,677		$	19,790		$	46,467
Expenses:
Rental and parking expenses	(6,893		)	(2,554		)	(9,447		)
Rental expenses										(6,965		)	(2,163		)	(9,128		)
Segment net operating income	$	19,950		$	16,121		36,071			$	19,712		$	17,627		37,339

Expenses:
General and administrative expenses							(1,244		)							(1,403		)
Asset management fees							(3,323		)							(3,494		)
Depreciation and amortization							(14,849		)							(18,246		)
Income from operations							16,655									14,196
Interest expense, net							(8,938		)
Interest and other expense, net																(9,835		)
Net income attributable to common stockholders							$	7,717								$	4,361

Data Center Healthcare Three Months Ended
September 30, 2017
Revenue:
Rental, parking and tenant reimbursement revenue $ 19,882
$ 16,323
$ 36,205
Expenses:
Rental and parking expenses (6,092 ) (2,276 ) (8,368 )
Segment net operating income $ 13,790
$ 14,047
27,837

Expenses:
General and administrative expenses (1,062 )
Asset management fees (2,698 )
Depreciation and amortization (11,852 )
Income from operations 12,225
Interest expense, net (6,786 )
Net income attributable to common stockholders $ 5,439

Data Centers Healthcare Nine Months Ended
September 30, 2018
Revenue:
Rental, parking and tenant reimbursement revenue $ 76,443
$ 54,317
$ 130,760
Expenses:
Rental and parking expenses (20,030 ) (7,409 ) (27,439 )
Segment net operating income $ 56,413
$ 46,908
103,321

Expenses:
General and administrative expenses (3,526 )
Asset management fees (9,655 )
Depreciation and amortization (42,848 )
Income from operations 47,292
Interest expense, net (24,885 )
Net income attributable to common stockholders $ 22,407


	Data Centers			Healthcare			Nine Months Ended September 30, 2017			Data Centers			Healthcare			Three Months Ended March 31, 2018
Revenue:
Rental, parking and tenant reimbursement revenue	$	41,347		$	46,482		$	87,829
Rental revenue										$	23,721		$	17,573		$	41,294
Expenses:
Rental and parking expenses	(11,779		)	(6,815		)	(18,594		)
Rental expenses										(5,937		)	(2,353		)	(8,290		)
Segment net operating income	$	29,568		$	39,667		69,235			$	17,784		$	15,220		33,004

Expenses:
General and administrative expenses							(3,199		)							(943		)
Asset management fees							(7,055		)							(3,099		)
Depreciation and amortization							(28,487		)							(13,717		)
Income from operations							30,494									15,245
Interest expense, net							(15,623		)
Interest and other expense, net																(7,741		)
Net income attributable to common stockholders							$	14,871								$	7,504

There were no intersegment sales or transfers during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018.

Assets by each reportable segment as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 are as follows (amounts in thousands):


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Assets by segment:
Data centers	$	1,002,068	$	909,477	$	1,008,793	$	1,001,357
Healthcare	840,887		813,742		893,057		900,114
All other	75,741		54,725		59,179		62,358
Total assets	$	1,918,696	$	1,777,944	$	1,961,029	$	1,963,829

Capital additions and acquisitions by reportable segments for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ are as follows (amounts in thousands):


	Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2019		2018
Capital additions and acquisitions by segment:
Data centers	$	104,532	$	344,458	$	995	$	52,213
Healthcare	50,199		138,611		78		5,629
Total capital additions and acquisitions	$	154,731	$	483,069	$	1,073	$	57,842

Note 11—~~Future Minimum Rent~~

~~Rental Income~~

The Company’s real estate assets are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants.

The future minimum rent to be received from the Company’s investment in real estate assets under non-cancelable operating leases, including optional renewal periods for which exercise is reasonably assured, for the three months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):

Year Amount
Three months ending December 31, 2018 $ 34,469
2019 139,371
2020 139,066
2021 141,268
2022 136,739
Thereafter 1,078,123
$ 1,669,036

~~Rental Expense~~

~~The Company has three ground lease obligations that generally require fixed annual rental payments and may also include escalation clauses and renewal options.~~

The future minimum rent obligations under non-cancelable ground leases for the three months ending December 31, 2018 and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):

Year Amount
Three months ending December 31, 2018 $ 33
2019 132
2020 132
2021 132
2022 132
Thereafter 3,142
$ 3,703

~~Note 12—~~Fair Value

Notes payable—Fixed Rate—The estimated fair value of notes payable—fixed rate measured using observable inputs from similar liabilities (Level 2) was approximately ~~$208,894,000~~$216,542,000 and ~~$211,011,000~~$214,282,000 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, as compared to the outstanding principal of ~~$220,372,000~~$220,276,000 and ~~$220,436,000~~$220,351,000 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The estimated fair value of notes payable—variable rate fixed through interest rate swap agreements (Level 2) was approximately ~~$238,122,000~~$243,258,000 and ~~$243,812,000~~$241,739,000 as of ~~September 30, 2018~~

March 31, 2019 and December 31, ~~2017,~~2018, respectively, as compared to the outstanding principal of ~~$247,503,000~~$247,205,000 and ~~$247,699,000~~$247,435,000 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Secured credit facility—The outstanding principal of the secured credit facility—variable was ~~$210,000,000~~$265,000,000 and ~~$120,000,000,~~$255,000,000, which approximated its fair value as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The fair value of the Company's variable rate secured credit facility is estimated based on the interest rates currently offered to the Company by financial institutions. The estimated fair value of the secured credit facility—variable rate fixed through interest rate swap agreements (Level 2) was approximately ~~$93,286,000~~$96,554,000 and ~~$98,593,000~~$96,146,000 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, as compared to the outstanding principal of $100,000,000 as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

Derivative instruments—Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amount the Company could realize, or be liable for, on disposition of the financial instruments. The Company ~~has~~ determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. The credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty. However, as of ~~September 30, 2018,~~March 31, 2019, the Company ~~has~~ assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions, and ~~has~~ determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy. See Note 12—"Derivative Instruments and Hedging Activities" for a further discussion of the Company's derivative instruments.

The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (amounts in thousands):


	September 30, 2018								March 31, 2019
	Fair Value Hierarchy								Fair Value Hierarchy
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets:
Derivative assets	$	—	$	11,249	$	—	$	11,249	$	—	$	3,420	$	—	$	3,420
Total assets at fair value	$	—	$	11,249	$	—	$	11,249	$	—	$	3,420	$	—	$	3,420
Liabilities:
Derivative liabilities									$	—	$	827	$	—	$	827
Total liabilities at fair value									$	—	$	827	$	—	$	827


	December 31, 2017								December 31, 2018
	Fair Value Hierarchy								Fair Value Hierarchy
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Assets:
Derivative assets	$	—	$	3,934	$	—	$	3,934	$	—	$	6,204	$	—	$	6,204
Total assets at fair value	$	—	$	3,934	$	—	$	3,934	$	—	$	6,204	$	—	$	6,204
Liabilities:
Derivative liabilities	$	—	$	22	$	—	$	22
Total liabilities at fair value	$	—	$	22	$	—	$	22

Note ~~13—~~12—Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreements without exchange of the underlying notional amount.

~~The effective portion of changes~~Changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying condensed consolidated ~~statement~~statements of stockholders' equity and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

During the three and nine months ended September 30, 2018 and 2017, the Company's derivative instruments were used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of changes in fair value of the

~~derivatives are recognized directly in earnings. During the three months ended September 30, 2018 and 2017,~~On January 1, 2019, the Company ~~recognized~~adopted ASU 2017-12. As a result of the adoption of ASU 2017-12, the cumulative ineffectiveness gain of ~~$49,000 and $14,000, respectively, and during the nine months ended September 30, 2018 and 2017, the Company~~$103,000 previously recognized ~~a loss~~on existing cash flow hedges was reclassified to accumulated other comprehensive income from accumulated distributions in excess of ~~$28,000 and a gain~~earnings. See Note 2—"Summary of $16,000, respectively, due to ineffectiveness of its hedges of interest rate risk, which was recorded in interest expense, net in the accompanying condensed consolidated statements of comprehensive income.Significant Accounting Policies" for additional information regarding ASU 2017-12.

Amounts reported in accumulated other comprehensive income related to ~~the derivative~~derivatives will be reclassified to interest and other expense, net, as interest payments are made on the Company’s variable rate debt. During the next twelve months, the Company estimates that an additional ~~$3,000,000~~$2,343,000 will be reclassified from accumulated other comprehensive income as a decrease to interest and other expense, net.

See Note ~~12—~~11—"Fair Value" for a further discussion of the fair value of the Company’s derivative instruments.

The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands):


Derivatives Designated as Hedging Instruments	Balance Sheet Location	Effective Dates	Maturity Dates	September 30, 2018						December 31, 2017										Balance Sheet Location		Effective Dates		Maturity Dates		March 31, 2019										December 31, 2018
				Outstanding Notional Amount		Fair Value of				Outstanding Notional Amount			Fair Value of													Outstanding Notional Amount			Fair Value of							Outstanding Notional Amount			Fair Value of
						Asset		(Liability)					Asset			(Liability)													Asset			(Liability)							Asset			(Liability)

Interest rate swaps	Other assets, net/Accounts payable and other liabilities	07/01/2016 to 11/16/2017	12/22/2020 to 11/16/2022	$	347,503	$	11,249	$	—		$	347,699		$	3,934		$	(22	)		Other assets, net/Accounts payable and other liabilities		07/01/2016 to 04/01/2019	⁽¹⁾	12/22/2020 to 04/27/2023		$	497,205		$	3,420		$	(827	)		$	347,435		$	6,204		$	—


(1)	During the three months ended March 31, 2019, the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019, which will effectively fix LIBOR related to $150,000,000 of the term loans of the secured credit facility.

The notional amount under the agreements is an indication of the extent of the Company’s involvement in ~~the instruments~~each instrument at the time, but does not represent exposure to credit, interest rate or market risks.

Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges to hedge the variability of the anticipated cash flows on its variable rate secured credit facility and notes payable. The change in fair value of the ~~effective portion of the~~ derivative instruments that are designated as hedges isare recorded in other comprehensive income (loss), or OCI, in the accompanying condensed consolidated statements of comprehensive income.

The table below summarizes the amount of income (loss) recognized on the interest rate derivatives designated as cash flow hedges for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (amounts in thousands):


Derivatives in Cash Flow Hedging Relationships	Amount of Income (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Income (Loss) Reclassified From Accumulated Other Comprehensive Income to Net Income (Effective Portion)	Amount of Income (Loss) Reclassified From Accumulated Other Comprehensive Income to Net Income (Effective Portion)			Amount of Income (Loss) Recognized in OCI on Derivatives			Location of (Loss) Income Reclassified From Accumulated Other Comprehensive Income to Net Income	Amount of (Loss) Income Reclassified From Accumulated Other Comprehensive Income to Net Income
Three Months Ended September 30, 2018
For the Three Months Ended March 31, 2019
Interest rate swaps	$	1,276		Interest expense, net	$	304		$	(2,955	)	Interest and other expense, net	$	656
Total	$	1,276			$	304		$	(2,955	)		$	656
Three Months Ended September 30, 2017
For the Three Months Ended March 31, 2018
Interest rate swaps	$	(108	)	Interest expense, net	$	(327	)	$	4,446		Interest and other expense, net	$	(129	)
Total	$	(108	)		$	(327	)	$	4,446			$	(129	)
Nine Months Ended September 30, 2018
Interest rate swaps	$	7,693		Interest expense, net	$	328
Total	$	7,693			$	328
Nine Months Ended September 30, 2017
Interest rate swaps	$	(743	)	Interest expense, net	$	(1,024	)
Total	$	(743	)		$	(1,024	)

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. As of ~~September 30, 2018, there were no~~March 31, 2019, the fair value of derivatives in a net liability ~~position.~~position, including accrued interest but excluding any adjustment for nonperformance risk related to the agreement, was $820,000. As of ~~September 30, 2018,~~March 31, 2019, there were no termination events or events of default related to the interest rate swaps.

Tabular Disclosure Offsetting Derivatives

The Company has elected not to offset derivative positions in its condensed consolidated financial statements. The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 (amounts in thousands):

Offsetting of Derivative Assets
Gross Amounts Not Offset in the Balance Sheet
Gross
Amounts of
Recognized
Assets Gross Amounts
Offset in the
Balance Sheet Net Amounts of
Assets Presented in
the Balance Sheet Financial Instruments
Collateral Cash Collateral Net
Amount
September 30, 2018 $ 11,249
$ —
$ 11,249
$ —
$ —
$ 11,249
December 31, 2017 $ 3,934
$ —
$ 3,934
$ —
$ —
$ 3,934



Offsetting of Derivative Assets
							Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets Presented in the Balance Sheet		Financial Instruments Collateral			Cash Collateral		Net Amount
March 31, 2019	$	3,420	$	—	$	3,420	$	(84	)	$	—	$	3,336
December 31, 2018	$	6,204	$	—	$	6,204	$	—		$	—	$	6,204


Offsetting of Derivative Liabilities
							Gross Amounts Not Offset in the Balance Sheet												Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Liabilities Presented in the Balance Sheet		Financial Instruments Collateral		Cash Collateral		Net Amount		Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Liabilities Presented in the Balance Sheet		Financial Instruments Collateral			Cash Collateral		Net Amount
December 31, 2017	$	22	$	—	$	22	$	—	$	—	$	22
March 31, 2019													$	827	$	—	$	827	$	(84	)	$	—	$	743
December 31, 2018													$	—	$	—	$	—	$	—		$	—	$	—

The Company reports ~~derivatives~~derivative assets and derivative liabilities in the accompanying condensed consolidated balance sheets as other assets, net, and accounts payable and other ~~liabilities.~~liabilities, respectively.

Note ~~14—~~13—Accumulated Other Comprehensive Income

The following table presents a rollforward of amounts recognized in accumulated other comprehensive income by component for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (amounts in thousands):

Unrealized Income on Derivative
Instruments
Balance as of December 31, 2017 $ 3,710
Other comprehensive income before reclassification 7,693
Amount of gain reclassified from accumulated other comprehensive income to net income (effective portion) (328 )
Other comprehensive income 7,365
Balance as of September 30, 2018 $ 11,075



	Unrealized Income on Derivative Instruments
Balance as of December 31, 2018	$	6,100
Cumulative effect of accounting change	103
Balance as of January 1, 2019	6,203
Other comprehensive loss before reclassification	(2,955		)
Amount of income reclassified from accumulated other comprehensive income to net income	(656		)
Other comprehensive income	(3,611		)
Balance as of March 31, 2019	$	2,592

Unrealized Income on Derivative
Instruments
Balance as of December 31, 2016 $ 840
Other comprehensive loss before reclassification (743 )
Amount of loss reclassified from accumulated other comprehensive income to net income (effective portion) 1,024
Other comprehensive income 281
Balance as of September 30, 2017 $ 1,121



	Unrealized Income on Derivative Instruments
Balance as of December 31, 2017	$	3,710
Other comprehensive income before reclassification	4,446
Amount of loss reclassified from accumulated other comprehensive income to net income	129
Other comprehensive income	4,575
Balance as of March 31, 2018	$	8,285

The following table presents reclassifications out of accumulated other comprehensive income for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (amounts in thousands):


Details about Accumulated Other Comprehensive Income Components	Amounts Reclassified from Accumulated Other Comprehensive Income to Net Income					Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income	Amounts Reclassified from Accumulated Other Comprehensive Income to Net Income					Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income
	Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Interest rate swap contracts	$	(328	)	$	1,024	Interest expense, net	$	(656	)	$	129	Interest and other expense, net

Note ~~15—~~14—Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. As of ~~September 30, 2018,~~March 31, 2019, there were, and currently there are, no material pending legal proceedings to which the Company is a party.

~~Note 16—Economic Dependency~~

~~The Company is dependent on~~ While the ~~Advisor and its affiliates for certain services that are essential~~resolution of a lawsuit or proceeding may have an impact to the Company's financial results for the period in which it is resolved, the Company ~~including~~believes that the ~~sale~~final disposition of the ~~Company’s shares~~lawsuits or proceedings in which it is currently involved, either individually or in the aggregate, will not have a material adverse effect on its financial position, results of ~~common and preferred stock available for issuance; the identification, evaluation, negotiation, purchase and disposition of real estate investments and other investments; the management of the daily~~ operations of the Company’s real estate portfolio; and other general and administrative responsibilities. In the event that the Advisor and its affiliates are unable to provide the respective services, the Company will be required to obtain such services from other sources.or liquidity.

Note ~~17—~~15—Subsequent Events

Distributions Paid to Stockholders

On October 1, 2018, the Company paid aggregate distributions of approximately $4,416,000 to Class A stockholders ($2,315,000 in cash and $2,101,000 in shares of the Company’s Class A common stock pursuant to the DRIP), which related to distributions declared for each day in the period from September 1, 2018 through September 30, 2018. On November 1, 2018, the Company paid aggregate distributions of approximately $4,584,000 to Class A stockholders ($2,407,000 in cash and $2,177,000 in shares of the Company’s Class A common stock pursuant to the DRIP), which related to distributions declared for each day in the period from October 1, 2018 through October 31, 2018.

On October 1, 2018, the Company paid aggregate distributions of approximately $585,000 to Class I stockholders ($338,000 in cash and $247,000 in shares of the Company’s Class I common stock pursuant to the DRIP), which related to distributions declared for each day in the period from September 1, 2018 through September 30, 2018. On November 1, 2018, the Company paid aggregate distributions of approximately $636,000 to Class I stockholders ($367,000 in cash and $269,000 in shares of the Company’s Class I common stock pursuant to the DRIP), which related to distributions declared for each day in the period from October 1, 2018 through October 31, 2018.

~~On October 1, 2018, the Company paid aggregate distributions of approximately $1,728,000 to Class T stockholders ($750,000 in cash and $978,000 in shares of~~The following table summarizes the Company's ~~Class T common stock pursuant~~distributions paid subsequent to ~~the DRIP), which related to distributions declared for each day~~March 31, 2019 (amounts in the period from September 1, 2018 through September 30, 2018. On November 1, 2018, the Company paid aggregate distributions of approximately $1,834,000 to Class T stockholders ($802,000 in cash and $1,032,000 in shares of the Company's Class T common stock pursuant to the DRIP), which related to distributions declared for each day in the period from October 1, 2018 through October 31, 2018.thousands):

On October 1, 2018, the Company paid aggregate distributions of approximately $107,000 to Class T2 stockholders ($39,000 in cash and $68,000 in shares of the Company's Class T2 common stock pursuant to the DRIP), which related to distributions declared for each day in the period from September 1, 2018 through September 30, 2018. On November 1, 2018, the Company paid aggregate distributions of approximately $139,000 to Class T2 stockholders ($57,000 in cash and $82,000 in shares of the Company's Class T2 common stock pursuant to the DRIP), which related to distributions declared for each day in the period from October 1, 2018 through October 31, 2018.



Payment Date	Common Stock	Cash		DRIP		Total Distribution
Apri1 1, 2019 ⁽¹⁾	Class A	$	2,458	$	2,144	$	4,602
Apri1 1, 2019 ⁽¹⁾	Class I	406		292		698
Apri1 1, 2019 ⁽¹⁾	Class T	824		1,025		1,849
Apri1 1, 2019 ⁽¹⁾	Class T2	71		95		166
		$	3,759	$	3,556	$	7,315

May 1, 2019 ⁽²⁾	Class A	$	2,393	$	2,042	$	4,435
May 1, 2019 ⁽²⁾	Class I	393		280		673
May 1, 2019 ⁽²⁾	Class T	808		979		1,787
May 1, 2019 ⁽²⁾	Class T2	69		92		161
		$	3,663	$	3,393	$	7,056


(1)	Distributions declared to stockholders of record as of the close of business on each day of the period commencing on March 1, 2019 and ending on March 31, 2019.


(2)	Distributions declared to stockholders of record as of the close of business on each day of the period commencing on April 1, 2019 and ending on April 30, 2019.

Distributions Authorized

Class A Shares

The board of directors approved and authorized an additional daily distribution to the Company’s Class A stockholders of record as of the close of business on each day of the period commencing on October 1, 2018 and ending November 30, 2018 in the amount of $0.000013677 per share. This additional distribution amount and the daily distribution of $0.001788493 previously authorized and declared by the board of directors will equal an annualized rate of 6.40%, based on the revised follow-on offering purchase price of $10.278 per Class A share. The distributions for each record date in October 2018 and November 2018 will be paid in November 2018 and December 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

On ~~November 8, 2018,~~May 10, 2019, the board of directors of the Company approved and authorized a daily distribution to the Company’s Class A stockholders of record as of the close of business on each day of the period commencing on ~~December~~June 1, ~~2018~~2019 and ending on ~~February 28,~~August 31, 2019. The ~~distribution~~distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001802170 per share of Class A common stock, which will be equal to an annualized distribution rate of 6.40%, assuming a purchase price of $10.278 per ~~share of~~ Class A ~~common stock.~~share. The distributions declared for each record date in ~~December 2018, January~~June 2019, July 2019 and ~~February~~August 2019 will be paid in ~~January~~July 2019, ~~February~~August 2019 and ~~March~~September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class I Shares

The board of directors approved and authorized an additional daily distribution to the Company’s Class I stockholders of record as of the close of business on each day of the period commencing on October 1, 2018 and ending November 30, 2018 in the amount of $0.000013677 per share. This additional distribution amount and the daily distribution of $0.001788493 previously authorized and declared by the board of directors will equal an annualized rate of 7.04%, based on the revised follow-on offering purchase price of $9.343 per Class I share. The distributions for each record date in October 2018 and November 2018 will be paid in November 2018 and December 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

On ~~November 8, 2018,~~May 10, 2019, the board of directors of the Company approved and authorized a daily distribution to the Company’s Class I stockholders of record as of the close of business on each day of the period commencing on ~~December~~June 1, ~~2018~~2019 and ending on ~~February 28,~~August 31, 2019. The ~~distribution~~distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001802170 per share of Class I common stock, which will be equal to an annualized distribution rate of 7.04%, assuming a purchase price of $9.343 per Class I share. The distributions declared for each record date in ~~December 2018, January~~June 2019, July 2019 and ~~February~~August 2019 will be paid in ~~January~~July 2019, ~~February~~August 2019 and ~~March~~September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class T Shares

The board of directors approved and authorized an additional daily distribution to the Company’s Class T stockholders of record as of the close of business on each day of the period commencing on October 1, 2018 and ending November 30, 2018 in the amount of $0.000041894 per share. This additional distribution amount and the daily distribution of $0.001519750 previously authorized and declared by the board of directors will equal an annualized rate of 5.79%, based on $9.840 per Class T share, which reflects the updated NAV per share of the Company's Class T common stock, a 3.0% selling commission and a 3.0% dealer manager fee that were in place at the time the shares were purchased. The distributions for each record date in October 2018 and November 2018 will be paid in November 2018 and December 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

On ~~November 8, 2018,~~May 10, 2019, the board of directors of the Company approved and authorized a daily distribution to the Company’s Class T stockholders of record as of the close of business on each day of the period commencing on ~~December~~June 1, ~~2018~~2019 and ending on ~~February 28,~~August 31, 2019. The ~~distribution~~distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001561644 per share of Class T common stock, which will be equal to an annualized distribution rate of 5.79%, ~~based on~~assuming a purchase price of $9.840 per Class T share, which reflects the updated NAV per share of the Company's Class T common stock, a 3.0% selling commission and a 3.0% dealer manager fee that were in place at the time the shares were purchased.share. The distributions declared for each record date in ~~December 2018, January~~June 2019, July 2019 and ~~February~~August 2019 will be paid in ~~January~~July 2019, ~~February~~August 2019 and ~~March~~September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Class T2 Shares

The board of directors approved and authorized an additional daily distribution to the Company’s Class T2 stockholders of record as of the close of business on each day of the period commencing on October 1, 2018 and ending November 30, 2018 in the amount of $0.000039288 per share. This additional distribution amount and the daily distribution of $0.001522356 previously authorized and declared by the board of directors will equal an annualized rate of 5.82%, based on the revised follow-on offering purchase price of $9.788 per Class T2 share. The distributions for each record date in October 2018 and November 2018 will be paid in November 2018 and December 2018, respectively. The distributions will be payable to stockholders from legally available funds therefor.

On ~~November 8, 2018,~~May 10, 2019, the board of directors of the Company approved and authorized a daily distribution to the Company’s Class T2 stockholders of record as of the close of business on each day of the period commencing on ~~December~~June 1, ~~2018~~2019 and ending on ~~February 28,~~August 31, 2019. The ~~distribution~~distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001561644 per share of Class T2 common stock, which will be equal to an annualized distribution rate of 5.82%, assuming a purchase price of $9.788 per Class T2 share. The distributions declared for each record date in ~~December 2018, January~~June 2019, July 2019 and ~~February~~August 2019 will be paid in ~~January~~July 2019, ~~February~~August 2019 and ~~March~~September 2019, respectively. The distributions will be payable to stockholders from legally available funds therefor.

Agreement and Plan of Merger

On April 11, 2019, the Company, along with Carter Validus Mission Critical REIT, Inc. (“REIT I”), the Company’s operating partnership (“REIT II Operating Partnership”), Carter/Validus Operating Partnership, LP, the operating partnership of REIT I (“REIT I Operating Partnership”), and Lightning Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Subject to the terms and conditions of the Merger Agreement, REIT I will merge with and into Merger Sub (the “REIT Merger”), with Merger Sub surviving the REIT Merger (the “Surviving Entity”), such that following the REIT Merger, the Surviving Entity will continue as a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law, the separate existence of REIT I shall cease.

At the effective time of the REIT Merger and subject to the terms and conditions of the Merger Agreement, each issued and outstanding share of REIT I’s common stock (or a fraction thereof), $0.01 par value per share (the “REIT I Common Stock”), will be converted into the right to receive:

(i)$1.00 in cash; and

(ii)0.4681 shares of REIT II Class A Common Stock, par value $0.01 per share, or the REIT II Class A Common Stock.

In addition, each share of REIT I Common Stock, if any, then held by any wholly owned subsidiary of REIT I or by the Company or any of its wholly owned subsidiaries will no longer be outstanding and will automatically be retired and cease to exist, and no consideration shall be paid, nor any other payment or right inure or be made with respect to such shares of REIT I Common Stock in connection with or as a consequence of the REIT Merger.

The combined company after the REIT Merger (the “Combined Company”) will retain the name “Carter Validus Mission Critical REIT II, Inc.” The REIT Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.

If the Merger Agreement is terminated in connection with REIT I’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then REIT I must pay to the Company a termination fee of (i) $14,400,000 if it occurred within five business days of the end of the specified period for negotiations with the Company following notice (received within five business days of the Go Shop Period End Time, as defined in the Merger Agreement,) that REIT I intends to enter into a Superior Proposal or (ii) $28,800,000 if it occurred thereafter.

Fifth Amendment to Operating Partnership Agreement

Concurrently with the entry into the Merger Agreement, the Company entered into an amendment (the “Fifth Amendment”) to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (the “Partnership Agreement”), as amended, by and between the Company, which holds both general partner and limited partner interests in the REIT II Operating Partnership, and REIT II Advisor, which holds a special limited partner interest in the REIT II Operating Partnership. The Fifth Amendment will become effective at the effective time of the REIT Merger. The purpose of the Fifth Amendment is to revise the economic interests of the REIT II Advisor by providing that the REIT II Advisor will not receive any distributions of Net Sales Proceeds (as defined in the Partnership Agreement) pursuant to the Partnership Agreement.

Amended and Restated Advisory Agreement

Concurrently with the entry into the Merger Agreement, the Company, REIT I Operating Partnership, REIT II Operating Partnership and Carter Validus Advisors II, LLC (“REIT II Advisor”) entered into the Third Amended and Restated REIT II Advisory Agreement (the “Amended REIT II Advisory Agreement”), which shall become effective at the effective time of the REIT Merger. The Amended REIT II Advisory Agreement will amend REIT II’s existing advisory agreement, dated as of June 10, 2014, to add REIT I Operating Partnership as a party and to increase the Combined Company’s stockholder return threshold to an 8.0% cumulative return prior to REIT II Advisor receiving any distributions of Net Sales Proceeds (as defined in the Amended REIT II Advisory Agreement).

Sixth Amended and Restated Share Repurchase Program

~~The~~In connection with the transactions contemplated herein, on April 10, 2019, the Company's board of directors approved ~~and adopted~~ the ~~Fifth~~Sixth Amended and Restated Share Repurchase Program ~~clarifying~~(the “Sixth Amended & Restated SRP”), which will become effective on May 11, 2019, and will apply beginning with repurchases made on the ~~definition of~~2019 third quarter Repurchase Date. Under the ~~Company's repurchase date for the first quarter 2019, which is applied for repurchase requests received by~~Sixth Amended & Restated SRP, the Company ~~between September 25, 2018 and December 23, 2018.~~

~~See Part II, Item 2. "Unregistered Sales of Equity Securities" for more information on the share~~will only repurchase ~~program.~~

~~Status of the Offerings~~

As of November 8, 2018, the Company had accepted investors’ subscriptions for and issued approximately 88,365,000 shares of Class A common stock, 11,847,000 shares of Class I common stock, 38,524,000 shares of Class T common stock and 3,062,000 shares of Class T2 common stock in the Offerings, resulting in receipt of gross proceeds of approximately $874,050,000, $108,534,000, $369,940,000 and $29,548,000, respectively, for a total of $1,382,072,000. As of November 8, 2018, the Company had approximately $882,340,000 in Class A shares, Class I shares and Class T2 shares of common stock ~~remaining in the Offering and approximately $59,320,000 in Class~~(Class A shares, Class I shares, Class T ~~shares~~Shares and Class T2 ~~shares~~shares) in connection with the death, qualifying disability, or involuntary exigent circumstance (as determined by the Company's board of ~~common stock remaining~~directors in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the ~~DRIP Offering.~~Sixth Amended & Restated SRP.

~~Acquisitions~~Consent and Second Amendment to KeyBank Credit Facility

On April 11, 2019, REIT II Operating Partnership, the Company, and certain of REIT II Operating Partnership’s subsidiaries entered into the Consent and Second Amendment to the Third Amended and Restated Credit Agreement (the “KeyBank Credit Facility”), with KeyBank National Association, a national banking association (“KeyBank”), certain other lenders, and KeyBank, as Administrative Agent, which provides for KeyBank’s consent, as Administrative Agent, to REIT I Operating Partnership’s and the Company’s execution and delivery of the Merger Agreement, and a conditional consent to the consummation of the Merger Agreement, subject to certain Merger Effectiveness Conditions (as defined in the Consent and Second Amendment). In addition, the Consent and Second Amendment to the KeyBank Credit Facility (i) increases the amount of Secured Debt that is Recourse Indebtedness (as defined in the KeyBank Credit Facility) from 15% to 17.5% for four full consecutive fiscal quarters immediately following the date on which the REIT Merger is consummated and one partial fiscal quarter (to include the quarter in which the REIT Merger is consummated, if this occurs), (ii) allows, after April 27, 2019, the REIT II Operating Partnership, the Company, Merger Sub and the REIT I Operating Partnership to incur, assume or guarantee indebtedness as permitted under the KeyBank Credit Facility and with respect to which there is a lien on any equity interests of such entity, and (iii) from and after the consummation of the REIT Merger, allows Merger Sub and REIT I Operating Partnership to be additional guarantors to the KeyBank Credit Facility.

Bridge Facility

On April 11, 2019, in connection with the execution of the Merger Agreement, REIT II Operating Partnership (the “Borrower”), entered into a commitment letter (the “Commitment Letter”) to obtain a senior secured bridge facility ( the “Bridge Facility”) with SunTrust Bank and KeyBank, collectively, as the “Lenders”, and SunTrust Robinson Humphrey, Inc. and KeyBanc Capital Markets Inc., collectively, as the “Lead Arrangers”, in an amount of $475,000,000. The Bridge Facility has a six month term from April 11, 2019. The Bridge Facility must be closed on or before the date that is six months from April 11, 2019. The annual interest rate payable under the Bridge Facility, at the Borrower’s option, shall be either (i) the London Interbank Offered Rate (“LIBOR”), plus the Applicable LIBOR Margin; or (ii) the Base Rate, plus the Applicable Base Rate Margin. The Base Rate is defined as the greater of (a) the fluctuating annual rate of interest announced from time to time by SunTrust as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) 1.0%. The Applicable Margin shall be 225 basis points for LIBOR Loans (and 125 basis points for Base Rate Loans) with automatic increases of 25 basis points to each margin every 90 days following the Closing Date.

The ~~following table summarizes~~Bridge Facility is interest only paid on a monthly basis with all principal due at maturity. Additionally, the ~~properties acquired subsequent~~Borrower agreed to ~~September 30, 2018~~pay certain fees indicated in a separate fee letter: underwriting fee and ~~through November 13, 2018:~~commitment fee together equal to 50 basis

Property Date Acquired
Contract Purchase Price ⁽¹⁾
Ownership
Canton Data Center 10/03/2018 $9,425,000 100%
Benton Hot Springs Healthcare Facilities Portfolio ⁽²⁾
10/17/2018 $30,448,369 100%


~~(1)~~	~~The property acquisitions were funded using the Company's Offerings.~~


~~(2)~~	~~The Benton Hot Springs Healthcare Facilities Portfolio consists of four properties.~~

points of the Bridge Facility; structuring fee equal to the greater of (a) $350,000 or (b) 10 basis points of the Bridge Facility; funding fee equal to 50 basis points of the funded amount and ticking fee equal to 12 basis points of the Bridge Facility per annum. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter and (ii) the consummation of the REIT Merger in accordance with the Merger Agreement.

The Bridge Facility will be collateralized by the Bridge Pool Properties as defined in the Commitment Letter, which will be comprised of certain, but not all, REIT I properties.

Renewal of the Management Agreement

On May 10, 2019, the board of directors, including all independent directors of the Company, after review of the Property Manager’s performance during the last year, authorized the Company to execute a mutual consent to renew the management agreement by and among the Company, the Operating Partnership and the Property Manager, dated May 19, 2014, as amended and renewed. The renewal will be for a one-year term and will be effective as of May 19, 2019.

Renewal of the Advisory Agreement

On May 10, 2019, the board of directors, including all independent directors of the Company, after review of the Advisor’s performance during the last year, authorized the Company to execute a mutual consent to renew the amended and restated advisory agreement, by and among the Company, the Operating Partnership and the Advisor, dated June 10, 2014, as amended and renewed. The renewal will be for a one-year term and will be effective as of June 10, 2019.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto and the other ~~unaudited~~ financial information appearing elsewhere in this Quarterly Report on Form 10-Q.

The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, as filed with the U.S. Securities and Exchange Commission, or the SEC, on March ~~21, 2018,~~22, 2019, or the ~~2017~~2018 Annual Report on Form 10-K.

The terms “we,” “our,” "us," and the “Company” refer to Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, or our Operating Partnership, and all wholly-owned subsidiaries.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, other than historical facts, include forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date this Quarterly Report on Form 10-Q is filed with the SEC. We make no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Quarterly Report on Form 10-Q, and we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. See Item 1A. “Risk Factors” of our ~~2017~~2018 Annual Report on Form 10-K for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.

Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, ~~in the United States,~~ or GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Overview

We were formed on January 11, 2013, under the laws of Maryland to acquire and operate a diversified portfolio of income-producing commercial real estate with a focus on data centers and healthcare properties, preferably with long-term net leases to creditworthy tenants, as well as to make real estate-related investments that relate to such property types.

We ~~commenced~~ceased offering shares of common stock in our initial public offering of $2,350,000,000 of shares of our common stock, or our Initial Offering, consisting of $2,250,000,000 of shares in our primary offering and up to $100,000,000 of shares pursuant to our distribution reinvestment plan, or DRIP, ~~on May 29, 2014. We ceased offering shares of common stock pursuant to our Initial Offering~~ on November 24, 2017. At the completion of our Initial Offering, we had accepted investors subscriptions for and issued approximately 125,095,000 shares of Class A, Class I and Class T common stock, including shares of common stock issued pursuant to our DRIP resulting in gross proceeds of $1,223,803,000, before selling commissions and dealer manager fees of approximately $91,503,000.

On November 27, 2017, our follow-on offering, or our Offering, of up to $1,000,000,000 in shares of Class A common stock, Class I common stock, and Class T common stock pursuant to a registration statement on Form S-11, or the Follow-On Registration Statement, was declared effective by the SEC.

On September 28, 2017, our board of directors, at the recommendation of the audit committee, which is comprised solely of independent directors, unanimously approved and established an estimated per share net asset value, or Estimated Per Share NAV, of $9.18 as of June 30, 2017, of each of our Class A common stock, Class I common stock and Class T common stock for purposes of assisting broker-dealers participating in the Initial Offering and the Offering in meeting their customer account statement reporting obligations under the National Association of Securities Dealers Conduct Rule 2340. As a result of our board of directors' determination of the Estimated Per Share NAV, our board of directors approved the revised primary offering prices of $10.200 per Class A share, $9.273 per Class I share, and $9.766 per Class T share, effective October 1, 2017.~~Further,~~

our board of directors approved $9.18 as the per share purchase price of Class A shares, Class I shares and Class T shares pursuant to the DRIP, effective October 1, 2017. On September 27, 2018, our board of directors established an updated Estimated Per Share NAV of $9.25 as of June 30, 2018. Therefore, effective October 1, 2018, shares of common stock are offered for a price per share of $10.278 per Class A share, $9.343 per Class I share and $9.788 per Class T2 share. The Estimated Per Share NAV is not subject to audit by our independent registered public accounting firm. We intend to publish an updated estimated NAV per share on at least an annual basis.

On October 13, 2017, we registered 10,893,246 shares of common stock under the DRIP pursuant to a ~~registration statement~~Registration Statement on Form S-3, or the DRIP Registration Statement, for a price per share of $9.18 per Class A share, Class I share and Class T share for a proposed maximum offering price of $100,000,000 in shares of common stock, or the DRIP Offering. The DRIP Registration Statement was automatically effective with the SEC upon filing and we commenced offering shares of common stock pursuant to the DRIP Registration Statement on December 1, 2017. On December 6, 2017, we filed a post-effective amendment to our DRIP Registration Statement to register shares of Class T2 common stock at $9.18 per share.

On ~~September~~November 27, ~~2018,~~2017, we commenced our ~~board~~follow-on offering of ~~directors established an updated Estimated Per Share NAV of $9.25. Therefore, effective October 1, 2018,~~up to $1,000,000,000 in shares of ~~common stock are offered pursuant to the DRIP Offering for a price per share of $9.25.~~

~~On June 2, 2017, we filed Articles Supplementary to the Second Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland reclassifying a portion of our~~ Class A common stock, Class I common stock, and Class T common stock, ~~as Class T2 common stock.~~or our Offering, and collectively with our Initial Offering and the DRIP Offering, our Offerings. On ~~December 6, 2017,~~March 14, 2018, we ~~filed Post-Effective Amendment No. 1 to our Registration Statement on Form S-11 to register Class T2 shares of common stock, which was declared effective by the SEC on February 20, 2018.~~

We ceased offering shares of Class T common stock in our Offering, ~~on March 14, 2018,~~ and we began offering shares of Class T2 common stock in our Offering on March 15, 2018. We ~~refer~~continue to offer shares of Class T

common stock in the ~~"Offering", "Initial Offering"~~DRIP Offering. We ceased offering shares of common stock pursuant to our Offering on November 27, 2018. At the completion of our Offering, we had accepted investors' subscriptions for and ~~"DRIP Offering" collectively, as~~issued approximately 13,491,000 shares of Class A, Class I, Class T and Class T2 common stock resulting in gross proceeds of $129,308,000. We deregistered the ~~"Offerings."~~remaining $870,692,000 of shares of Class A, Class I, Class T and Class T2 common stock.

As of ~~September 30, 2018,~~March 31, 2019, we had accepted investors’ subscriptions for and issued approximately ~~140,038,000~~144,512,000 shares of Class A, Class I, Class T and Class T2 common stock in our Offerings, resulting in receipt of gross proceeds of approximately ~~$1,365,443,000,~~$1,407,566,000, before share repurchases of ~~$53,330,000,~~$74,547,000, selling commissions and dealer manager fees of approximately ~~$95,971,000~~$96,734,000 and other offering costs of approximately ~~$26,680,000.~~$27,005,000.

~~Our~~On September 27, 2018, our board of directors, ~~approved~~at the recommendation of our audit committee, which is comprised solely of independent directors, established an estimated net asset value, or the NAV, per share of our common stock, or the Estimated Per Share NAV, calculated as of June 30, 2018, of $9.25. Therefore, effective October 1, 2018 through the termination of our Offering, shares of common stock were offered for a price per share of $10.278 per Class A share, $9.343 per Class I share and ~~adopted~~$9.788 per Class T2 share. Further, effective October 1, 2018, shares of common stock are offered pursuant to the ~~Fourth Amended~~DRIP Offering for a price per share of $9.25. The Estimated Per Share NAV was calculated for purposes of assisting broker-dealers participating in the Initial Offering and ~~Restated~~the Offering in meeting their customer account statement reporting obligations under the National Association of Securities Dealers Conduct Rule 2340. The Estimated Per Share ~~Repurchase Program (the "Amended & Restated SRP"), which~~NAV was ~~effective on August 29, 2018. The Amended & Restated SRP provides that the Company will repurchase shares on a quarterly, instead of monthly basis. Our~~determined by our board of directors ~~approved~~after consultation with Carter Validus Advisors II, LLC, or our Advisor, and ~~adopted the Fifth Amended and Restated~~an independent third-party valuation firm. The Estimated Per Share ~~Repurchase Program clarifying the definition of Repurchase Date. See Part II, Item 2. "Unregistered Sales of Equity Securities" for further discussion.~~NAV is not subject to audit by our independent registered public accounting firm. We intend to publish an updated estimated NAV per share on at least an annual basis.

Substantially all of our operations are conducted through our Operating Partnership. We are externally advised by our Advisor, which is our affiliate, pursuant to an advisory agreement ~~between~~by and among us, our Operating Partnership and our Advisor. Our Advisor supervises and manages our day-to-day operations and selects the properties and real estate-related investments we acquire, subject to the oversight and approval of our board of directors. Our Advisor also provides marketing, sales and client services related to real estate on our behalf. Our Advisor engages affiliated entities to provide various services to us. Our Advisor is managed by, and is a subsidiary of, our sponsor, Carter Validus REIT Management Company II, LLC, or our Sponsor. We have no paid employees and we rely on our Advisor to provide substantially all of our services.

Carter Validus Real Estate Management Services II, LLC, or our Property Manager, a wholly-owned subsidiary of our Sponsor, serves as our property manager. Our Advisor and our Property Manager received, and will continue to receive, fees during the acquisition and operational stages and our Advisor may be eligible to receive fees during ~~the~~our liquidation ~~stage of the Company.~~stage. SC Distributors, LLC, an affiliate of the Advisor, or the Dealer Manager, served as the dealer manager of ~~the~~our Initial Offering and ~~serves as the dealer manager of the~~our Offering. The Dealer Manager ~~has~~ received fees for services related to the Initial Offering and ~~has received and will~~the Offering. We continue to ~~receive, fees for services related~~pay the Dealer Manager a distribution and servicing fee with respect to ~~the~~Class T and T2 shares that were sold in our Initial Offering and Offering.

Effective April 10, 2018, John E. Carter resigned as Chief Executive Officer of the Company. Mr. Carter remains with the Company as the Chairman of the board of directors, or the Board. In connection with the resignation of Mr. Carter as Chief Executive Officer, the Board appointed Michael A. Seton to serve as Chief Executive Officer of the Company, effective April 10, 2018. Mr. Seton continues to serve as President of the Company.

On July 24, 2018, our board of directors increased its size from five to seven directors and elected Michael A. Seton and Roger S. Pratt as directors to fill the newly created vacancies on the board, effective immediately. The board of directors determined that Mr. Pratt is an independent director. With the election of Messrs. Seton and Pratt, our board of directors now consists of seven members, four of whom are independent directors. In addition, the board of directors appointed Mr. Pratt to serve on the audit committee of the board of directors.

On September 13, 2018, Lisa A. Drummond retired as Chief Operating Officer and Secretary of the Company, effective immediately. Our board of directors elected Todd M. Sakow as Chief Operating Officer and Secretary of the Company, effective September 13, 2018. Mr. Sakow resigned as Chief Financial Officer and Treasurer of the Company. Our board of directors named Kay C. Neely as Chief Financial Officer and Treasurer of the Company, effective September 13, 2018.

We currently operate through two reportable segments – commercial real estate investments in data centers and healthcare. As of ~~September 30, 2018,~~March 31, 2019, we had purchased 5862 real estate investments, consisting of 7785 properties, comprising approximately ~~5,541,000~~5,815,000 of gross rental square feet for an aggregate purchase price of approximately ~~$1,752,435,000.~~$1,828,418,000.

Pending Merger with Carter Validus Mission Critical REIT, Inc.

On April 11, 2019, we, along with Carter Validus Mission Critical REIT, Inc. (“REIT I”), our Operating Partnership, Carter/Validus Operating Partnership, LP, the operating partnership of REIT I (“REIT I Operating Partnership”), and Lightning Merger Sub, LLC, our wholly owned subsidiary (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

Subject to the terms and conditions of the Merger Agreement, REIT I will merge with and into Merger Sub (the “REIT Merger”), with Merger Sub surviving the REIT Merger (the “Surviving Entity”), such that following the REIT Merger, the Surviving Entity will continue as our wholly owned subsidiary. In accordance with the applicable provisions of the Maryland General Corporation Law, the separate existence of REIT I shall cease.

(i)$1.00 in cash; and

(ii)0.4681 shares of our Class A Common Stock, par value $0.01 per share, or the REIT II Class A Common Stock.

In addition, each share of REIT I Common Stock, if any, then held by any wholly owned subsidiary of REIT I or by us or any of our wholly owned subsidiaries will no longer be outstanding and will automatically be retired and cease to exist, and no

consideration shall be paid, nor any other payment or right inure or be made with respect to such shares of REIT I Common Stock in connection with or as a consequence of the REIT Merger.

Pursuant to the terms of the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. New York City time on May 26, 2019, REIT I and its subsidiaries and representatives may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions.

Critical Accounting Policies

Our critical accounting policies were disclosed in our ~~2017~~2018 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies as disclosed therein.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. Our accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our ~~2017~~2018 Annual Report on Form 10-K.

Qualification as a REIT

We elected, and qualify, to be taxed as a REIT for federal income tax purposes and we intend to continue to be taxed as a REIT. To maintain our qualification as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.

If we fail to maintain our qualification as a REIT in any taxable year, we would then be subject to federal income taxes on our taxable income at regular corporate rates and would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse effect on our net income and net cash available for distribution to our stockholders.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see Note 2—“Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements and —Recently Issued Accounting ~~Pronouncements”~~Pronouncements Not Yet Adopted” to our condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q.

Segment Reporting

We report our financial performance based on two reporting segments—commercial real estate investments in data centers and healthcare. See Note 10—"Segment Reporting" to our condensed consolidated financial statements that are part of this Quarterly Report on Form 10-Q for additional information onabout our two reporting segments.

Factors ~~that~~That May Influence Results of Operations

We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, management and operation of our properties other than those set forth in our 2018 Annual Report on Form 10-K ~~for the year ended December 31, 2017~~ and in Part II, Item 1A. "Risk Factors" of this Quarterly Report on Form 10-Q.

Results of Operations

Our results of operations are influenced by the timing of acquisitions and the operating performance of our operating real estate properties. The following table shows the property statistics of our real estate properties as of ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:

September 30,
2018 2017
Number of commercial operating real estate properties ⁽¹⁾
77
64
Leased rentable square feet 5,401,000
4,655,000
Weighted average percentage of rentable square feet leased 97.5 % 97.3 %



	March 31,
	2019		2018
Number of operating real estate properties	85		71
Leased square feet	5,672,000		5,184,000
Weighted average percentage of rentable square feet leased	98	%	97	%


~~(1)~~	~~As of September 30, 2017, we owned 66 real estate properties, two of which were under construction.~~

The following table summarizes our real estate activity for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Operating real estate properties acquired 2
4
7
15
Commercial real estate property placed into service 1
—
1
—
Approximate aggregate purchase price of acquired real estate properties $ 14,471,000
$ 52,454,000
$ 141,380,000
$ 458,838,000
Approximate aggregate cost of properties placed into service $ 10,349,000
$ —
$ 10,349,000
$ —
Leased rentable square feet 87,000
154,000
328,000
1,683,000



	Three Months Ended March 31,
	2019		2018
Operating real estate properties acquired	—		2
Real estate properties placed into service	—		—
Aggregate purchase price of acquired real estate properties	$	—	$	52,087,000
Aggregate cost of properties placed into service	$	—	$	—
Leased square feet	—		109,000

This section describes and compares our results of operations for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018. We generate almost all of our income from property operations. In order to evaluate our overall portfolio, management analyzes the net operating income of same store properties. We define "same store properties" as operating properties that were owned and operated for the entirety of both calendar periods being compared and exclude properties under development.

By evaluating the revenue and expenses of our same store properties, management is able to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio and determine the effects of our new acquisitions on net income.

Three Months Ended ~~September 30, 2018~~March 31, 2019 Compared to Three Months Ended ~~September 30, 2017~~March 31, 2018

Changes in our revenues are summarized in the following table (amounts in thousands):

Three Months Ended September 30,
2018 2017 Change

Same store rental and parking revenue $ 30,188
$ 30,130
$ 58
Non-same store rental and parking revenue 8,977
116
8,861
Same store tenant reimbursement revenue 5,459
5,942
(483 )
Non-same store tenant reimbursement revenue 925
14
911
Other operating income (31 ) 3
(34 )
Total revenue $ 45,518
$ 36,205
$ 9,313



	Three Months Ended March 31,
	2019		2018		Change

Same store rental revenue	$	34,826	$	35,348	$	(522	)
Non-same store rental revenue	5,850		343		5,507
Same store tenant reimbursements	4,828		5,585		(757		)
Non-same store tenant reimbursements	862		7		855
Other operating income	101		11		90
Total revenue	$	46,467	$	41,294	$	5,173

~~There~~Same store rental revenue decreased primarily due to an increase of provision for credit losses, which is recorded as reduction to rental revenue. During the three months ended March 31, 2019, we recorded $0.5 million in provision for credit losses, related to a tenant who is experiencing financial difficulties. Additionally, there was an increase in contractual rental revenue ~~as a result of~~resulting from average annual rent escalations of ~~1.23%~~2.04% at our same store properties, which was offset entirely by straight-line rental revenue.

Same store tenant reimbursements, which is a non-GAAP metric, decreased primarily due to the adoption of ASU 2018-20, Narrow-Scope Improvements for Lessors, or ASU 2018-20, related to real estate taxes. See Note 2—"Summary of Significant Accounting Policies" for further discussion.

Non-same store rental ~~and parking~~ revenue and tenant ~~reimbursement revenue~~reimbursements increased due to the acquisition of 15 operating properties and placing one development property in service ~~two development properties~~ since ~~July~~January 1, ~~2017.~~

~~Same store tenant reimbursement revenue decreased primarily due to an decrease in real estate taxes, offset by an increase in utility reimbursements.~~2018.

Changes in our expenses are summarized in the following table (amounts in thousands):


	Three Months Ended September 30,							Three Months Ended March 31,
	2018		2017		Change			2019		2018		Change

Same store rental and parking expenses	$	7,761	$	8,348	$	(587	)
Non-same store rental and parking expenses	1,686		20		1,666
Same store rental expenses								$	7,683	$	8,289	$	(606	)
Non-same store rental expenses								1,445		1		1,444
General and administrative expenses	1,244		1,062		182			1,403		943		460
Asset management fees	3,323		2,698		625			3,494		3,099		395
Depreciation and amortization	14,849		11,852		2,997			18,246		13,717		4,529
Total expenses	$	28,863	$	23,980	$	4,883		$	32,271	$	26,049	$	6,222

Same store rental ~~and parking~~ expenses, certain of which are subject to reimbursement by our tenants, decreased primarily due to ~~a decrease in~~the adoption of ASU 2018-20, related to real estate ~~taxes, offset by an increase in utilities at certain same store properties.~~taxes. See Note 2—"Summary of Significant Accounting Policies" for further discussion.

Non-same store rental ~~and parking~~ expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to the acquisition of 15 operating properties and placing one development property in service ~~two development properties~~ since ~~July~~January 1, ~~2017.~~2018.

General and administrative expenses increased primarily due to an increase in ~~professional~~custodial fees related to maintaining and ~~personnel costs to~~safekeeping services of our ~~Advisor and its affiliates in connection with our Company's growth.~~shareholders' accounts.

Asset management fees increased due to an increase in our real estate properties since ~~July~~January 1, ~~2017.~~2018.

Depreciation and amortization increased due to an increase in the weighted average depreciable basis of operating real estate properties since ~~July~~January 1, ~~2017.~~2018, coupled with the acceleration of amortization recorded in the amount of $2.7 million during the three months ended March 31, 2019, related to one in-place lease intangible asset due to a tenant experiencing financial difficulties.

Changes in interest and other expense, net, are summarized in the following table (amounts in thousands):

Three Months Ended September 30,
2018 2017 Change
Interest expense, net:
Interest on notes payable $ (5,251 ) $ (4,492 ) $ (759 )
Interest on secured credit facility (3,370 ) (2,275 ) (1,095 )
Amortization of deferred financing costs (600 ) (685 ) 85
Cash deposits interest 101
51
50
Capitalized interest 182
615
(433 )
Total interest expense, net $ (8,938 ) $ (6,786 ) $ (2,152 )

Interest on notes payable increased due to an increase in the weighted average outstanding principal balance on notes payable to $467.9 million for the three months ended September 30, 2018, as compared to $401.7 million for the three months ended September 30, 2017.



	Three Months Ended March 31,
	2019			2018			Change
Interest and other expense, net:
Interest on notes payable	$	(5,175	)	$	(5,199	)	$	24
Interest on secured credit facility	(4,197		)	(2,320		)	(1,877		)
Amortization of deferred financing costs	(606		)	(756		)	150
Cash deposits interest	120			60			60
Capitalized interest	23			474			(451		)
Total interest and other expense, net	$	(9,835	)	$	(7,741	)	$	(2,094	)

Interest on secured credit facility increased due to an increase in the weighted average outstanding principal balance on the secured credit facility, coupled with an increase in interest rates.

Capitalized interest decreased due to ana decrease in the average accumulated expenditures on development properties to ~~$26.5~~$1.8 million for the three months ended ~~September 30, 2018, as compared to $44.5 million during the three months ended September 30, 2017.~~

~~Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017~~

~~Changes in our revenues are summarized in the following table (amounts in thousands):~~

Nine Months Ended September 30,
2018 2017 Change

Same store rental and parking revenue $ 58,360
$ 58,343
$ 17
Non-same store rental and parking revenue 53,930
15,307
38,623
Same store tenant reimbursement revenue 12,609
12,515
94
Non-same store tenant reimbursement revenue 5,514
1,639
3,875
Other operating income 347
25
322
Total revenue $ 130,760
$ 87,829
$ 42,931

~~There was an increase in contractual rental revenue as a result of average annual escalations of 1.55% at our same store properties, which was offset by straight-line rental revenue.~~

Non-same store rental and parking revenue, and tenant reimbursement revenue increased due to the acquisition of 26 operating properties and placing in service two development properties since January 1, 2017.

~~Changes in our expenses are summarized in the following table (amounts in thousands):~~

Nine Months Ended September 30,
2018 2017 Change

Same store rental and parking expenses $ 14,813
$ 14,592
$ 221
Non-same store rental and parking expenses 12,626
4,002
8,624
General and administrative expenses 3,526
3,199
327
Asset management fees 9,655
7,055
2,600
Depreciation and amortization 42,848
28,487
14,361
Total expenses $ 83,468
$ 57,335
$ 26,133

Same store rental and parking expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to an increase in utilities, offset by a decrease in real estate taxes and repairs and maintenance at certain same store properties.

Non-same store rental and parking expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to the acquisition of 26 operating properties and placing in service two development properties since January 1, 2017.

~~General and administrative expenses increased due to an increase in professional fees and reporting costs in connection with our Company's growth.~~

~~Asset management fees increased due to an increase in our real estate properties owned since January 1, 2017.~~

~~Depreciation and amortization increased due to an increase in the weighted average depreciable basis of operating real estate properties since January 1, 2017.~~

~~Changes in interest expense, net are summarized in the following table (amounts in thousands):~~

Nine Months Ended September 30,
2018 2017 Change
Interest expense, net:
Interest on notes payable $ (15,696 ) $ (9,183 ) $ (6,513 )
Interest on secured credit facility (8,385 ) (6,162 ) (2,223 )
Amortization of deferred financing costs (2,205 ) (1,870 ) (335 )
Cash deposits interest 230
142
88
Capitalized interest 1,171
1,450
(279 )
Total interest expense, net $ (24,885 ) $ (15,623 ) $ (9,262 )

Interest on notes payable increased due to an increase in the weighted average outstanding principal balance on notes payable to $468.0 million for the nine months ended September 30, 2018, as compared to $278.7 million for the nine months ended September 30, 2017.

~~Interest on secured credit facility increased due to an increase in the weighted average outstanding principal balance on the secured credit facility, coupled with an increase in interest rates.~~

~~Capitalized interest decreased due to an decrease in the average accumulated expenditures on development properties to $33.5 million for the nine months ended September 30, 2018,~~March 31, 2019, as compared to $35.6 million ~~during~~for the ~~nine~~three months ended ~~September 30, 2017.~~

~~Organization and Offering Costs~~

We reimburse our Advisor or its affiliates for organization and offering expenses it incurs on our behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution and servicing fees and other organization and offering expenses incurred by us to exceed 15% of gross offering proceeds from the Initial Offering or the Offering, respectively, as of the date of the reimbursement. Other offering costs, which are offering expenses other than selling commissions, dealer manager fees and distribution and servicing fee, associated with the Initial Offering were approximately 2.0% of the gross offering proceeds. We expect that other offering costs associated with the Offering (other than selling commissions, dealer manager fees and distribution and servicing fees) will be approximately 2.0% of the gross offering proceeds. Since inception, our Advisor and its affiliates incurred other organization and offering costs on our behalf of approximately $19,747,000 as of September 30,March 31, 2018. As of September 30, 2018, we reimbursed our Advisor or its affiliates approximately $18,860,000 in other offering costs. In addition, we paid our Advisor or its affiliates $534,000 in other offering costs related to subscription agreements. As of September 30, 2018, we accrued approximately $353,000 of other offering costs to our Advisor and its affiliates. As of September 30, 2018, we incurred approximately $95,971,000 in selling commissions and dealer manager fees and $16,232,000 in distribution and servicing fees to our Dealer Manager. As of September 30, 2018, we incurred other offering costs (other than selling commissions, dealer manager fees and distribution and servicing fees) of approximately $26,680,000.

When incurred, organization costs are expensed and offering costs, including selling commissions, dealer manager fees, distribution and servicing fees and other offering costs, are charged to stockholders’ equity. For a further discussion of other organization and offering costs, see Note 9—"Related-Party Transactions and Arrangements" to the condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q.

Inflation

We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations. There are provisions in certain of our leases with tenants that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions include scheduled increases in contractual base rent receipts, reimbursement billings for operating expenses, pass-through charges and real estate tax and insurance reimbursements. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to adequately offset the effects of inflation.

Liquidity and Capital Resources

Our principal demands for funds are for acquisitions of real estate and real estate-related investments, ~~to pay~~capital expenditures, operating expenses, distributions to and repurchases from stockholders and principal and interest on any current and future indebtedness. Generally, cash needs for these items are generated from operations of our current and future ~~indebtedness and to pay distributions to our stockholders.~~investments. Our sources of funds are primarily ~~the net proceeds of our Offering,~~ funds equal to amounts reinvested in the DRIP, operating cash flows, the secured credit facility and other borrowings. ~~In addition, we require resources to make certain payments to our Advisor and our Dealer~~

Manager, which, during our Offering, include payments to our Advisor and its affiliates for reimbursement of other organization and offering expenses and other costs incurred on our behalf, and payments to our Dealer Manager and its affiliates for selling commissions, dealer manager fees, distribution and servicing fees, and offering expenses.

Generally, cash needs for items other than acquisitions of real estate and real estate-related investments are met from operations, ~~borrowings,~~primarily through rental income received from current and ~~the net proceeds~~future tenants of our ~~Offering. However, there may be a delay between the sale of shares of our common stock~~leased properties and ~~our investments in real estate, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations.~~borrowings.

Our Advisor evaluates potential additional investments and engages in negotiations with real estate sellers, developers, brokers, investment managers, lenders and others on our behalf. Until we invest all of the proceeds ofreceived from our ~~Offering~~Offerings in properties and real estate-related investments, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments will not earn significant returns, and we cannot predict how long it will take to fully invest the proceeds in properties and real estate-related investments. ~~The number of properties we acquire and other investments we make will depend upon the number of shares sold in our Offering and the resulting amount of net proceeds available for investment.~~

When we acquire a property, our Advisor prepares a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include a line of credit or other loans established with respect to the investment, operating cash generated by the investment, additional equity investments from us or joint venture partners or, when necessary, capital reserves. ~~Any capital reserves would be established from the net proceeds of our Offering, proceeds from sales of other investments, operating cash generated by other investments or other cash on hand.~~ In some cases, a lender may require us to establish capital reserves for a particular investment. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs.

Short-term Liquidity and Capital Resources

On a short-term basis, our principal demands for funds will be for the acquisition of real estate and real estate-related notes and investments and payments of tenant improvements, acquisition related costs, operating expenses, distributions to and repurchases from stockholders, and interest and principal payments on current and future debt financings. We expect to meet our short-term liquidity requirements through net cash flows provided by operations, ~~net proceeds from our Offering,~~ funds equal to amounts reinvested in the DRIP, borrowings on the secured credit facility, as well as secured and unsecured borrowings from banks and other lenders.

Long-term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for the acquisition of real estate and real estate-related notes and investments and payments of tenant improvements, acquisition related costs, operating expenses, distributions to and repurchases from stockholders, and interest and principal payments on current and future indebtedness. We expect to meet our long-term liquidity requirements through proceeds from cash flow from operations, borrowings on the secured credit facility, proceeds from secured or unsecured borrowings from banks or other lenders ~~proceeds from our Offering~~ and funds equal to amounts reinvested in the DRIP.

We expect that substantially all cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures; however, we have used, and may continue to use, other sources to fund distributions, as necessary, such as, ~~proceeds from our Offering,~~funds equal to amounts reinvested in the DRIP, borrowings on the secured credit facility and/or future borrowings on unencumbered assets. To the extent cash flows from operations are lower due to fewer properties being acquired or lower-than-expected returns on the properties held, distributions paid to stockholders may be lower. We expect that substantially all net cash flows from our ~~Offering~~operations or debt financings will be used to fund acquisitions, certain capital expenditures identified at acquisition, repayments of outstanding debt or distributions to our stockholders in excess of cash flows from operations.

Capital Expenditures

We will require approximately ~~$11.3~~$4.4 million in expenditures for capital improvements over the next 12 months. We cannot provide assurances, however, that actual expenditures will not exceed these estimated expenditure levels. As of ~~September 30, 2018,~~March 31, 2019, we had ~~$5.0~~$4.7 million of restricted cash in escrow reserve accounts for such capital expenditures. In addition, as of ~~September 30, 2018,~~March 31, 2019, we had approximately ~~$84.8~~$73.7 million in cash and cash equivalents. For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, we ~~incurred~~paid capital expenditures of ~~$13.4~~$1.1 million that primarily related to ~~two healthcare real estate investments.~~one data center property.

Secured Credit Facility

As of ~~September 30, 2018,~~March 31, 2019, the maximum commitments available under the secured credit facility were $700,000,000, consisting of a $450,000,000 revolving line of credit, with a maturity date of April 27, 2022, subject to our Operating Partnership's right to one, 12-month extension period, and a $250,000,000 term loan, with a maturity date of April 27, 2023.

~~The~~On April 11, 2019, we, through our Operating Partnership and certain of our Operating Partnership’s subsidiaries entered into the Consent and Second Amendment to the Third Amended and Restated Credit Agreement (the “KeyBank Credit

Facility”), with KeyBank National Association, a national banking association (“KeyBank”), certain other lenders, and KeyBank, as Administrative Agent, which provides for KeyBank’s consent, as Administrative Agent, to REIT I Operating Partnership’s and the Company’s execution and delivery of the Merger Agreement, and a conditional consent to the consummation of the Merger Agreement, subject to certain Merger Effectiveness Conditions (as defined in the Consent and Second Amendment).

In addition, the Consent and Second Amendment to the KeyBank Credit Facility (i) increases the amount of Secured Debt that is Recourse Indebtedness (as defined in the KeyBank Credit Facility) from 15% to 17.5% for four full consecutive fiscal quarters immediately following the date on which the REIT Merger is consummated and one partial fiscal quarter (to include the quarter in which the REIT Merger is consummated, if this occurs), (ii) allows, after April 27, 2019, us , our Operating Partnership, Merger Sub and the REIT I Operating Partnership to incur, assume or guarantee indebtedness as permitted under the KeyBank Credit Facility and with respect to which there is a lien on any equity interests of such entity, and (iii) from and after the consummation of the REIT Merger, allows Merger Sub and REIT I Operating Partnership to be additional guarantors to the KeyBank Credit Facility.

Generally, the proceeds of loans made under the secured credit facility may be used to finance the acquisition of real estate investments, for tenant improvements and leasing commissions with respect to real estate, for repayment of indebtedness, for capital expenditures with respect to real estate and for general corporate and working capital purposes. ~~The~~

We were in compliance with all financial covenant requirements under the secured credit facility can be increased to $1,000,000,000, subject to certain conditions. See Note 8—"Notes Payable and Secured Credit Facility" to the condensed consolidated financial statements that are part of this Quarterly Report on Form 10-Q.at March 31, 2019.

As of ~~September 30, 2018,~~March 31, 2019, we had a total pool availability under the secured credit facility of ~~$501,447,000. As of September 30, 2018, we had~~$549,755,000 and an aggregate outstanding principal balance of ~~$310,000,000, and $191,447,000 remained~~$365,000,000; therefore, $184,755,000 was available to be drawn onunder the secured credit facility.

On January 29, 2019, we amended the secured credit facility agreement by adding beneficial ownership provisions, modifying certain definitions related to change of control and consolidated total secured debt and clarifying certain covenants related to restrictions on indebtedness and restrictions on liens.

Bridge Facility

On April 11, 2019, in connection with the execution of the Merger Agreement, our Operating Partnership, or the Borrower, entered into a commitment letter, or the Commitment Letter, to obtain a senior secured bridge facility, or the Bridge Facility, with SunTrust Bank and KeyBank, collectively, as, the Lenders, and SunTrust Robinson Humphrey, Inc. and KeyBanc Capital Markets Inc., collectively, as, the Lead Arrangers, in an amount of $475,000,000.

The Bridge Facility has a six month term from April 11, 2019. The Bridge Facility must be closed on or before the date that is six months from April 11, 2019. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter and (ii) the consummation of the REIT Merger in accordance with the Merger Agreement.

The Bridge Facility will be collateralized by the Bridge Pool Properties as defined in the Commitment Letter, which will be comprised of certain, but not all, REIT I properties.

Cash Flows

~~Nine~~Three Months Ended ~~September 30, 2018~~March 31, 2019 Compared to ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2018


	Nine Months Ended September 30,									Three Months Ended March 31,
(in thousands)	2018			2017			Change			2019			2018			Change
Net cash provided by operating activities	$	57,320		$	40,297		$	17,023		$	19,947		$	19,293		$	654
Net cash (used in) investing activities	$	(155,331	)	$	(483,106	)	$	327,775
Net cash provided by financing activities	$	109,753		$	474,637		$	(364,884	)
Net cash used in investing activities										$	(1,179	)	$	(57,942	)	$	(56,763	)
Net cash (used in) provided by financing activities										$	(12,954	)	$	42,521		$	(55,475	)

Operating Activities

Net cash provided by operating activities increased primarily due to increased rental revenues resulting from the acquisition of ~~our new~~ operating properties during 2018, partially offset by increased operating expenses related to ~~these acquired properties.~~such properties and interest paid related to our credit facility.

Investing Activities

Net cash used in investing activities decreased primarily due to a decrease in investments in real estate of ~~$316.6~~$52.1 million and aan decrease in capital expenditures of ~~$11.7~~$4.7 million.

Financing Activities

Net cash provided by financing activities decreased primarily due to a decrease in proceeds from ~~notes payable and~~ the secured credit facility of ~~$345.8~~$20.0 million, a decrease in proceeds from ~~the~~ issuance of common stock of ~~$171.8~~$34.1 million ~~and~~related to the termination of our offering, an increase in repurchases of our common stock of ~~$24.0~~$2.3 million and an increase in distributions to our stockholders of $1.5 million, offset by a decrease in ~~payments on~~offering costs related to the ~~secured credit facility~~issuance of ~~$175.0~~common stock of $2.6 million.

Distributions

The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including our funds available for distribution, financial condition, lenders' restrictions and limitations, capital expenditure requirements and the annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. Our board of directors must authorize each distribution and may, in the future, authorize lower amounts of distributions or not authorize additional distributions and, therefore, distribution payments are not guaranteed. Our Advisor may also defer, suspend and/or waive fees and expense reimbursements if we have not generated sufficient cash flow from our operations and other sources to fund distributions. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, including ~~proceeds from our Offerings,~~funds equal to amounts reinvested in the DRIP, which may reduce the amount of capital we ultimately invest in properties or other permitted investments.

We have funded distributions with operating cash flows from our ~~properties and proceeds raised in our Offerings.~~properties. To the extent that we do not have taxable income, distributions paid will be considered a return of capital to stockholders. The following table shows the sources of distributions paid during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (amounts in thousands):


	For the Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Distributions paid in cash - common stockholders	$	29,673		$	20,415		$	10,813		$	9,333
Distributions reinvested	30,519			23,001
Distributions reinvested (shares issued)							10,385			9,920
Total distributions	$	60,192		$	43,416		$	21,198		$	19,253
Source of distributions:
Cash flows provided by operations ⁽¹⁾	$	29,673	49%	$	20,415	47%	$	10,813	51%	$	9,333	48%
Offering proceeds from issuance of common stock pursuant to the DRIP ⁽¹⁾	30,519		51%	23,001		53%	10,385		49%	9,920		52%
Total sources	$	60,192	100%	$	43,416	100%	$	21,198	100%	$	19,253	100%


(1)	Percentages were calculated by dividing the respective source amount by the total sources of distributions.

Total distributions declared but not paid on Class A shares, Class I shares, Class T shares and Class T2 shares as of ~~September 30, 2018,~~March 31, 2019, were approximately ~~$6.8~~$7.3 million for common stockholders. These distributions were paid on ~~October~~April 1, ~~2018.~~2019.

For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, we declared and paid distributions of approximately ~~$60.2~~$21.2 million to Class A stockholders, Class I stockholders, Class T stockholders and Class T2 stockholders, including shares issued pursuant to the DRIP, as compared to FFO (as defined below) for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 of approximately ~~$65.3~~$22.6 million, which covered 100% of our distributions paid during such period. The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

For a discussion of distributions paid subsequent to ~~September 30, 2018,~~March 31, 2019, see Note ~~17—~~15—"Subsequent Events" to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Contractual Obligations

As of ~~September 30, 2018,~~March 31, 2019, we had approximately ~~$777.9~~$832.5 million of principal debt outstanding, of which ~~$467.9~~$467.5 million related to notes payable and ~~$310.0~~$365.0 million related to the secured credit facility. See Note 8—"Notes Payable and Secured Credit Facility" to the condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q for certain terms of the debt outstanding.

Our contractual obligations as of ~~September 30, 2018~~March 31, 2019, were as follows (amounts in thousands):


	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Principal payments—fixed rate debt	$	509	$	2,312	$	78,446	$	139,105	$	220,372	$	1,019	$	76,662	$	4,866	$	137,729	$	220,276
Interest payments—fixed rate debt	9,538		18,973		12,890		18,086		59,487		9,546		18,272		11,718		15,209		54,745
Principal payments—variable rate debt fixed through interest rate swap ⁽¹⁾	872		6,771		339,860		—		347,503
Interest payments—variable rate debt fixed through interest rate swap ⁽²⁾	14,937		29,644		12,454		—		57,035
Principal payments—variable rate debt fixed through interest rate swap agreements											1,581		106,631		238,993		—		347,205
Interest payments—variable rate debt fixed through interest rate swap agreements ⁽¹⁾											14,909		28,514		6,343		—		49,766
Principal payments—variable rate debt	—		—		210,000		—		210,000		—		—		265,000		—		265,000
Interest payments—variable rate debt ⁽³⁾⁽²⁾	8,933		17,866		11,591		—		38,390		12,294		24,588		7,983		—		44,865
Capital expenditures	11,318		—		—		—		11,318		4,414		770		319		—		5,503
Ground lease payments	545		1,089		1,089		4,798		7,521		536		1,072		1,072		70,031		72,711
Total	$	46,652	$	76,655	$	666,330	$	161,989	$	951,626	$	44,299	$	256,509	$	536,294	$	222,969	$	1,060,071


(1)	As of September 30, 2018, we had $347.5 million outstanding principal on notes payable and borrowings under the secured credit facility that were fixed through the use of interest rate swap agreements.


~~(2)~~	We used the fixed rates under our interest rate swap agreements as of ~~September 30, 2018,~~March 31, 2019, to calculate the debt payment obligations in future periods.


~~(3)~~(2)	We used the London Interbank Offered Rate, or LIBOR, plus the applicable margin under our variable rate debt agreement as of ~~September 30, 2018,~~March 31, 2019 to calculate the debt payment obligations in future periods.

Off-Balance Sheet Arrangements

As of ~~September 30, 2018,~~March 31, 2019, we had no off-balance sheet arrangements.

Related-Party Transactions and Arrangements

We have entered into agreements with our Advisor and its affiliates whereby we agree to pay certain fees to, or reimburse certain expenses of, our Advisor or its affiliates for acquisition fees and expenses, organization and offering expenses, asset and property management fees and reimbursement of operating costs. Refer to Note 9—"Related-Party Transactions and Arrangements" to our condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q for a detailed discussion of the various related-party transactions and agreements.

Funds from Operations and Modified Funds from Operations

One of our objectives is to provide cash distributions to our stockholders from cash generated by our operations. The purchase of real estate assets and real estate-related investments, and the corresponding expenses associated with that process, is a key operational feature of our business plan in order to generate cash from operations. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as funds from operations, or FFO, which we believe is an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our net income as determined under GAAP.

We define FFO, consistent with NAREIT’s definition, as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and asset impairment write-downs, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.

We, along with others in the real estate industry, consider FFO to be an appropriate supplemental measure of a REIT’s operating performance because it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation and amortization and asset impairment write-downs, which we believe provides a more complete

understanding of our performance to investors and to our management, and when compared year over year, reflects the impact on our operations from trends in occupancy.

Historical accounting convention (in accordance with GAAP) for real estate assets requires companies to report their investment in real estate at its carrying value, which consists of capitalizing the cost of acquisitions, development, construction, improvements and significant replacements, less depreciation and amortization and asset impairment write-downs, if any, which is not necessarily equivalent to the fair market value of their investment in real estate assets.

The historical accounting convention requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, which could be the case if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since the fair value of real estate assets historically rises and falls with market conditions including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation could be less informative.

In addition, we believe it is appropriate to disregard asset impairment write-downs as they are non-cash adjustments to recognize losses on prospective sales of real estate assets. Since losses from sales of real estate assets are excluded from FFO, we believe it is appropriate that asset impairment write-downs in advancement of realization of losses should be excluded. Impairment write-downs are based on negative market fluctuations and underlying assessments of general market conditions, which are independent of our operating performance, including, but not limited to, a significant adverse change in the financial condition of our tenants, changes in supply and demand for similar or competing properties, changes in tax, real estate, environmental and zoning law, which can change over time. When indicators of potential impairment suggest that the carrying value of real estate and related assets may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of the asset through undiscounted future cash flows and eventual disposition (including, but not limited to, net rental and lease revenues, net proceeds on the sale of property and any other ancillary cash flows at a property or group level under GAAP). If based on this analysis, we do not believe that we will be able to recover the carrying value of the real estate asset, we will record an impairment write-down to the extent that the carrying value exceeds the estimated fair value of the real estate asset. Testing for indicators of impairment is a continuous process and is analyzed on a quarterly ~~basis.~~basis or when indicators of impairment exist. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including 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 are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that identifying impairments is based on estimated future undiscounted cash flows and that we intend to have a relatively limited term of our operations, it could be difficult to recover any impairment charges through the eventual sale of the property. ~~No impairment losses have been recorded to date.~~

In developing estimates of expected future cash ~~flow,~~flows, we make certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an asset impairment, the extent of such loss, if any, as well as the carrying value of the real estate asset.

Publicly registered, non-listed REITs, such as us, typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operations. While other start up entities may also experience significant acquisition activity during their initial years, we believe that publicly registered, non-listed REITs, like us, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. We will use the cash flows from operations and debt financings to acquire real estate assets and real estate-related investments, and our board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable; however, our board of directors does not anticipate evaluating a liquidity event (i.e., listing of our shares of common stock on a national securities exchange, a ~~merger or~~ sale, the sale of all or substantially all of our assets, or another similar transaction) until five to seven years after the termination of our primary offering of our initial public offering, which is generally comparable to other publicly registered, non-listed REITs. Thus, we do not intend to continuously purchase real estate assets and intend to have a limited life. Due to these factors and other unique features of publicly registered, non-listed ~~REITS,~~REITs, the Institute for Portfolio Alternatives, ~~(formerly known as the Investment Program Association),~~ or the IPA, an industry trade group, has standardized a measure known as modified funds from operations, or MFFO, which we believe to be another appropriate supplemental measure to reflect the

operating performance of a publicly registered, non-listed REIT. MFFO is a metric used by management to evaluate sustainable performance and dividend policy. MFFO is not equivalent to our net income as determined under GAAP.

We define MFFO, a non-GAAP measure, consistent with the IPA’s definition in its Practice Guideline: FFO further adjusted for the following items included in the determination of GAAP net income; acquisition fees and expenses; amounts related to straight-line rental income and amortization of above and below intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, adjustments related to contingent purchase price obligations where such adjustments have been included in the derivation of GAAP net income, and after adjustments for a consolidated and unconsolidated partnership and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Our MFFO calculation complies with the IPA’s Practice Guideline, described above. In calculating MFFO, we exclude amortization of above and below-market leases, along with the net of right-of-use assets - operating leases amortization and operating lease liabilities accretion, resulting from above- and below- market ground leases, and amounts related to straight-line rents (which are adjusted in order to reflect such payments from a GAAP accrual basis to closer to an expected to be received cash basis of disclosing the rent and lease payment) and ineffectiveness of interest rate swaps. The other adjustments included in the IPA’s Practice Guidelines are not applicable to us.

Since MFFO excludes acquisition fees and expenses, it should not be construed as a historic performance measure. Acquisition fees and expenses are paid in cash by us, and we have not set aside or put into escrow any specific amount of proceeds from our offerings to be used to fund acquisition fees and expenses. Acquisition fees and expenses include payments to our Advisor or its affiliates and third parties. Such fees and expenses will not be reimbursed by our Advisor or its affiliates and third parties, and therefore if there are no ~~further~~ proceeds remaining from the sale of shares of our common stock to fund future acquisition fees and expenses, such fees and expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties, or from ancillary cash flows. As a result, the amount of proceeds available for investment and operations would be reduced, or we may incur additional interest expense as a result of borrowed funds. Nevertheless, our Advisor or its affiliates will not accrue any claim on our assets if acquisition fees and expenses are not paid from the proceeds of our offerings. Under GAAP, acquisition fees and expenses related to the acquisition of properties determined to be business combinations are expensed as incurred, including investment transactions that are no longer under consideration, and, when incurred, are included in acquisition related expenses in the accompanying condensed consolidated statements of comprehensive income and acquisition fees and expenses associated with transactions determined to be an asset acquisition are capitalized.

All paid and accrued acquisition fees and expenses have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the real estate asset, these fees and expenses and other costs related to such property. In addition, MFFO may not be an indicator of our operating performance, especially during periods in which properties are being acquired.

In addition, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flows from operations in accordance with GAAP.

We use MFFO and the adjustments used to calculate it in order to evaluate our performance against other publicly registered, non-listed REITs, which intend to have limited lives with short and defined acquisition periods and targeted exit strategies shortly thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to publicly registered, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence the use of such measures may be useful to investors. For example, acquisition fees and expenses are intended to be funded from ~~the proceeds of our offering and other~~ financing sources and not from operations. By excluding acquisition fees and expenses, the use of MFFO provides information consistent with management’s analysis of the operating performance of its real estate assets. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such charges that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.

Presentation of this information is intended to assist management and investors in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income as an indication of our performance, as an indication of our liquidity, or indicative of funds available for our cash needs, including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other measurements as an indication of our performance. MFFO has

limitations as a performance measure. However, itMFFO may be useful in assisting management and investors in assessing the

sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. MFFO is not a useful measure in evaluating net asset value since impairment write-downs are taken into account in determining net asset value but not in determining MFFO.

FFO and MFFO, as described above, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its applicability in evaluating our operational performance. The method used to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operating performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO. MFFO has not been scrutinized to the level of other similar non-GAAP performance measures by the SEC or any other regulatory body.

The following is a reconciliation of net income attributable to common stockholders, which is the most directly comparable GAAP financial measure, to FFO and MFFO for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (amounts in thousands, except share data and per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,						For the Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income attributable to common stockholders	$	7,717		$	5,439		$	22,407		$	14,871		$	4,361		$	7,504
Adjustments:
Depreciation and amortization(1)	14,849			11,852			42,848			28,487			18,246			13,717
FFO attributable to common stockholders	$	22,566		$	17,291		$	65,255		$	43,358		$	22,607		$	21,221
Adjustments:
Amortization of intangible assets and liabilities ⁽¹⁾⁽²⁾	(1,086		)	(616		)	(3,258		)	(963		)	(1,076		)	(1,087		)
Straight-line rents ⁽²⁾	(3,326		)	(2,844		)	(10,009		)	(7,686		)
Amortization of operating leases													113			—
Straight-line rent ⁽³⁾													(2,674		)	(3,311		)
Ineffectiveness of interest rate swaps	(49		)	$	(14	)	28			(16		)	—			39
MFFO attributable to common stockholders	$	18,105		$	13,817		$	52,016		$	34,693		$	18,970		$	16,862
Weighted average common shares outstanding - basic	132,467,127			105,388,118			129,614,816			95,668,433			136,179,343			126,384,346
Weighted average common shares outstanding - diluted	132,491,755			105,405,297			129,637,967			95,687,382			136,204,843			126,401,940
Net income per common share - basic	$	0.06		$	0.05		$	0.17		$	0.16		$	0.03		$	0.06
Net income per common share - diluted	$	0.06		$	0.05		$	0.17		$	0.16		$	0.03		$	0.06
FFO per common share - basic	$	0.17		$	0.16		$	0.50		$	0.45		$	0.17		$	0.17
FFO per common share - diluted	$	0.17		$	0.16		$	0.50		$	0.45		$	0.17		$	0.17


(1)	During the three months ended March 31, 2019, we wrote off one in-place lease intangible asset in the amount of approximately $2.7 million by accelerating the amortization of the intangible asset related to a tenant that is experiencing financial difficulties.

(2)

Under GAAP, certain intangibles are accounted for at cost and reviewed ~~at least annually~~ for impairment, and certain intangibles are assumed to diminish predictably in value over time and are amortized, similar to depreciation and amortization of real estate-related assets that are excluded from FFO.impairment. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges related to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.

~~(2)~~(3)

Under GAAP, rental revenue is recognized on a straight-line basis over the terms of the related lease (including rent holidays if applicable). This may result in income recognition that is significantly different than the underlying contract terms. During the three months ended March 31, 2019, we wrote off approximately $0.5 million of straight-line rent related to a tenant that is experiencing financial difficulties. By adjusting for the change in ~~deferred~~straight-line rent ~~receivables,~~receivable, MFFO may provide useful supplemental information on the realized economic impact of lease terms, providing insight on the expected contractual cash flows of such lease terms, and aligns with our analysis of operating performance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk.

We have obtained variable rate debt financing to fund certain property acquisitions, and we are exposed to changes in the one-month LIBOR. Our objectives in managing interest rate risk seek to limit the impact of interest rate changes on operations and cash flows, and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at interest rates with the lowest margins available and, in some cases, with the ability to convert variable interest rates to fixed rates.

We have entered, and may continue to enter, into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a given variable rate financial instrument. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We manage the market risk associated with interest rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes. We may also enter into rate-lock arrangements to lock interest rates on future borrowings.

In addition to changes in interest rates, the value of our future investments will be subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt, if necessary.

The following table summarizes our principal debt outstanding as of ~~September 30, 2018~~March 31, 2019 (amounts in thousands):


	September 30, 2018		March 31, 2019
Notes payable:
Fixed rate notes payable	$	220,372	$	220,276
Variable rate notes payable fixed through interest rate swaps	247,503		247,205
Total notes payable	467,875		467,481
Secured credit facility:
Variable rate revolving line of credit	60,000		115,000
Variable rate term loan fixed through interest rate swaps	100,000		100,000
Variable rate term loan(1)	150,000		150,000
Total secured credit facility	310,000		365,000
Total principal debt outstanding ⁽¹⁾⁽²⁾	$	777,875	$	832,481


(1)	During the three months ended March 31, 2019, the Company entered into two interest rate swap agreements, with an effective date of April 1, 2019, which will effectively fix the London Interbank Offered Rate, or LIBOR related to $150,000,000 of the term loans of the secured credit facility.


(2)	As of ~~September 30, 2018,~~March 31, 2019, the weighted average interest rate on our total debt outstanding was ~~4.27%~~4.4%.

As of ~~September 30, 2018, $210.0~~March 31, 2019, $265.0 million of the ~~$777.9~~$832.5 million total principal debt outstanding was subject to variable interest rates with a weighted average interest rate of ~~4.25%~~4.6% per annum. As of ~~September 30, 2018,~~March 31, 2019, an increase of 50 basis points in the market rates of interest would have resulted in ~~a change~~an increase in interest expense of approximately ~~$1.1~~$1.3 million per year.

As of ~~September 30, 2018,~~March 31, 2019, we had 1315 interest rate swap agreements outstanding, which mature on various dates from December 2020 to ~~November 2022.~~April 2023, with an aggregate notional amount under the swap agreements of $497.2 million. As of ~~September 30, 2018,~~March 31, 2019, the aggregate settlement asset value was ~~$11.4~~$2.7 million. The settlement value of these interest rate swap agreements ~~are~~is dependent upon existing market interest rates and swap spreads. As of ~~September 30, 2018,~~March 31, 2019, an increase of 50 basis points in the market rates of interest would have resulted in aan increase to the settlement asset value of ~~the~~these interest rate swaps ~~of $16.2~~to $9.7 million. These interest rate swaps were designated as hedging instruments.

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

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure

controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we conducted an evaluation as of ~~September 30, 2018~~March 31, 2019 under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of ~~September 30, 2018,~~March 31, 2019, were effective at a reasonable assurance level.

(b) Changes in internal control over financial reporting. During the three months ended March 31, 2019, we modified existing controls and processes to support the adoption of Accounting Standards Codification, or ASC, 842, Leases. There have been no other changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three months ended ~~September 30, 2018,~~March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are not aware of any material pending legal proceedings to which we are a party or to which our properties are the subject. See Note 14—"Commitments and Contingencies" to the condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, as filed with the SEC on March ~~21, 2018,~~22, 2019, except as noted below.

Distributions paid from sources other than our cash flows from operations, including from the proceeds of ~~this Offering,~~our Offerings, will result in us having fewer funds available for the acquisition of properties and real estate-related investments, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect a stockholder's overall return.

We have paid, and may continue to pay, distributions from sources other than from our cash flows from operations. For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, our cash flows provided by operations of approximately ~~$57.3~~$19.9 million was a shortfall of ~~$2.9~~approximately $1.3 million, or ~~4.8%~~6.1%, of our distributions paid (total distributions were approximately ~~$60.2~~$21.2 million, of which ~~$29.7~~$10.8 million was cash and ~~$30.5~~$10.4 million was reinvested in shares of our common stock pursuant to ~~our DRIP) during such period. For~~ the year ended December 31, 2017, our cash flows provided by operations of approximately $51.8 million was a shortfall of approximately $9.5 million, or 15.5%, of our distributions paid (total distributions were approximately $61.3 million, of which $29.0 million was cash and $32.3 million was reinvested in shares of our common stock pursuant to our DRIP) during such period and such shortfall was paid from proceeds from our DRIP Offering. ~~Until we acquire additional properties or real estate-related investments, we may not generate sufficient~~For the year ended December 31, 2018, our cash flows provided by operations of approximately $74.2 million was a shortfall of approximately $7.0 million, or 8.6% of our distributions paid (total distributions were approximately $81.2 million, of which $40.3 million was cash and $40.9 million was reinvested in shares of our common stock pursuant to the DRIP) during such period and such shortfall was paid from ~~operations to pay distributions. Our inability to acquire additional properties or real estate-related investments may result in a lower return on a stockholder's investment than he or she may expect.~~proceeds from our DRIP Offering.

We may pay, and have no limits on the amounts we may pay, distributions from any source, such as from borrowings, the sale of assets, the sale of additional securities, advances from our Advisor, our Advisor’s deferral, suspension and/or waiver of its fees and expense ~~reimbursements and Offering proceeds.~~reimbursements. Funding distributions from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding distributions ~~with~~from the sale of assets may affect our ability to generate cash flows. Funding distributions from the sale of additional securities could dilute stockholders' interest in us if we sell shares of our common stock to third party investors. Funding distributions from the proceeds of our Offering will result in us having less funds available for acquiring properties or real estate-related investments. Our inability to acquire additional properties or real estate-related investments may have a negative effect on our ability to generate sufficient cash flow from operations from which to pay distributions. As a result, the return investors may realize on their investment may be reduced and investors who ~~invest~~invested in us before we ~~generate~~generated significant cash flow may realize a lower rate of return than later investors. Payment of distributions from any of the aforementioned sources could restrict our ability to generate sufficient cash flows from operations, affect our profitability and/or affect the distributions payable upon a liquidity event, any or all of which may have an adverse effect on an investment in us.

A high concentration of our properties in a particular geographic area, or of tenants in a similar industry, would magnify the effects of downturns in that geographic area or industry.

As of ~~September 30, 2018,~~March 31, 2019, we owned 5862 real estate investments, located in 3942 metropolitan statistical areas, or MSAs, ~~two~~and one micropolitan statistical area, one of which accounted for 10.0% or more of our revenue for the ~~nine~~three months ended ~~September 30, 2018.~~

March 31, 2019. Real estate investments located in the Atlanta-Sandy Springs-Roswell, Georgia MSA ~~and the Houston-The Woodlands-Sugar Land, Texas MSA~~ accounted for ~~17.3% and 10.0%, respectively,~~15.6% of our revenue for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. Accordingly, there is a geographic concentration of risk subject to fluctuations in each MSA’s economy. Geographic concentration of our properties exposes us to economic downturns in the areas where our properties are located. A regional or local recession in any of these areas could adversely affect our ability to generate or increase operating revenues, attract new tenants or dispose of unproductive properties. Similarly, if tenants of our properties become concentrated in a certain industry or industries, any adverse effect to that industry generally would have a disproportionately adverse effect on our portfolio.

As of ~~September 30, 2018,~~March 31, 2019, we had no exposure to tenant concentration that accounted for 10.0% or more of revenue for the ~~nine~~three months ended ~~September 30, 2018.~~

March 31, 2019.

Our investments in properties where the underlying tenant has a below investment grade credit rating, as determined by major credit rating agencies, or unrated tenants, may have a greater risk of default and therefore may have an adverse impact on our returns on that asset and our operating results.

~~As of September 30, 2018,~~During the three months ended March 31, 2019, approximately ~~16.5%~~13.9% of our total revenue was derived from tenants that had an investment grade credit rating from a major ratings agency, ~~28.3%~~32.2% of our total revenue was derived from tenants that were rated but did not have an investment grade credit rating from a major ratings agency and ~~55.2%~~53.9% of our total revenue was derived from tenants ~~are~~that were not rated. Approximately ~~32.6%~~14.7% of our total revenue was derived from non-rated tenants that were affiliates of companies having an investment grade credit rating. Our investments with tenants that do not have an investment grade credit rating from a major ratings agency or were not rated and are not affiliated with companies having an investment grade credit rating may have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants. When we invest in properties where the tenant does not have a publicly available credit rating, we use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which ~~includes~~include but are not limited to reviewing the tenant’s financial information (i.e., financial ratios, net worth, revenue, cash flows, leverage and liquidity) and monitoring local market conditions. If our lender or a credit rating agency disagrees with our ratings estimates, or our ratings estimates are otherwise inaccurate, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected. This outcome could have an adverse impact on our returns on that asset and hence our operating results.

~~Reductions~~In evaluating potential property acquisitions, we apply credit underwriting criteria to the existing tenants of such properties. Similarly, we will apply credit underwriting criteria to possible new tenants when we are re-leasing properties in ~~reimbursement from third party payors, including Medicare and Medicaid, could adversely affect~~our portfolio (to the ~~profitability~~extent applicable). We expect many of the tenants of our ~~tenants~~properties to be creditworthy national or regional companies with high net worth and ~~hinder their ability~~high operating income.

A tenant is considered creditworthy if it has a financial profile that our Advisor believes meets our criteria. In evaluating the creditworthiness of a tenant or prospective tenant, our Advisor will not use specific quantifiable standards, but will consider many factors, including, but not limited to, ~~make rental payments to us.~~

~~Sources~~the proposed terms of ~~revenue for our tenants may include~~ the ~~federal Medicare program, state Medicaid programs, private insurance carriers~~property acquisition, the financial condition of the tenant and/or guarantor, the operating history of the property with the tenant, the tenant’s market share and track record within its industry segment, the general health maintenance organizations, among others. Efforts by such payors to reduce healthcare costs will likely continue, which may result in reductions or slower growth in reimbursement for certain services provided by someand outlook of ~~our tenants. In addition,~~ the ~~healthcare billing rules and regulations are complex,~~tenant’s industry segment, and the ~~failure~~lease length and other lease terms at the time of ~~any~~the property acquisition.

We monitor the credit of our tenants to ~~comply with various laws and regulations could jeopardize~~stay abreast of any material changes in credit quality. We monitor tenant credit by (1) reviewing the credit ratings of tenants (or their ~~ability~~parent companies) that are rated by nationally recognized rating agencies, (2) reviewing financial statements that are publicly available or that are required to ~~continue participating in Medicare, Medicaid~~be delivered to us under the applicable lease, (3) monitoring news reports and other ~~government sponsored payment programs. Moreover,~~available information regarding our tenants and their underlying businesses, (4) monitoring the ~~state~~timeliness of rent collections, and ~~federal governmental healthcare programs are subject~~(5) conducting periodic inspections of our properties to ~~reductions by state~~ascertain proper maintenance, repair and ~~federal legislative actions. The American Taxpayer Relief Act~~upkeep. As of 2012 prevented the reduction in physician reimbursement of Medicare from being implemented in 2013. The Protecting Access to Medicare Act of 2014 prevented the reduction of 24.4% in the physician fee schedule by replacing the scheduled reduction with a 0.5% increase to the physician fee schedule through December 31, 2014, and a 0% increase for January 1, 2015 through March 31, ~~2015. The potential 21.0% cut~~2019, we had one tenant that experienced a deterioration in ~~reimbursement that was to~~its creditworthiness.

Our shares of common stock will not be ~~effective April 1, 2015 was removed by~~listed on an exchange for the ~~Medicare Access & CHIP Reauthorization Act of 2015 (MACRA)~~foreseeable future, if ever, and replaced with two new methodologies that will focus upon payment based upon quality outcomes. The first model is the Merit-Based Incentive Payment System, or MIPS, which combines the Physician Quality Reporting System, or PQRS, and Meaningful Use program with the Value Based Modifier programwe are not required to provide for ~~one payment model based~~a liquidity event. Therefore, it may be difficult for stockholders to sell their shares and, if stockholders are able to sell their shares, they will likely sell them at a substantial discount.

There is currently no public market for our shares and there may never be one. Moreover, investors should not rely on our share repurchase program as a method to sell shares promptly because our share repurchase program includes numerous restrictions that limit stockholders' ability to sell shares to us, and our board of directors may suspend (in whole or in part) the share repurchase program at any time, and may amend, reduce or terminate our share repurchase program upon ~~(i) quality, (ii) resource use, (iii) clinical practice improvement~~30 days' prior notice to our stockholders for any reason it deems appropriate. In particular, the Sixth Amended & Restated SRP, which became effective on May 11, 2019 in connection with our announcement of the proposed REIT Merger, only provides stockholders with an opportunity to have their shares of common stock repurchased by us in connection with the death, qualifying disability or involuntary exigent circumstance (as determined by our board of directors, in its sole discretion) of a stockholder, subject to certain terms and ~~(iv) advancing care information through~~conditions specified in the ~~use~~Sixth Amended & Restated SRP. We will not make any share repurchases unless

we have sufficient funds available for repurchase, which could include other operating funds that may be authorized by our board of ~~certified Electronic Health Record, or EHR, technology. The second model is~~directors, the ~~Advanced Alternative Payment Models, or APM, which requires~~applicable quarterly share and DRIP funding limitations described in the ~~physician~~Sixth Amended & Restated SRP have not been reached, and to ~~participate in a risk share arrangement for reimbursement related to his or her patients while utilizing a certified health record and reporting on specific quality metrics. There are a~~the extent the total number of ~~physicians that will~~shares for which repurchase is requested does not ~~qualify~~exceed 5% of the number of shares of our common stock outstanding on December 31^st of the previous calendar year. Our board of directors may reject any request for repurchase of shares. Therefore, stockholders may not have the opportunity to make a repurchase request under the Sixth Amended & Restated SRP and stockholders may not be able to sell any of their shares of common stock back to us pursuant to the Sixth Amended & Restated SRP. Moreover, if stockholders are able to sell their shares back to us, it may not be for the ~~APM payment method. Therefore, this change~~same price they paid for the shares of common stock being repurchased. In the event the REIT Merger is consummated, we expect to communicate the terms of the post-REIT Merger share repurchase program, which will be determined by the board of directors at a future time. Investor suitability standards imposed by certain states may also make it more difficult to sell shares to someone in ~~reimbursement models may impact our tenants’ payments and create uncertainty in the tenants’ financial condition.~~

those states. The healthcare industry continues to face various challenges, including increased government and private payor pressure on healthcare providers to control or reduce costs. It is possible that our tenants will continue to experienceshares should be purchased as a shift in payor mix away from fee-for-service payors, resulting in an increase in the percentage of revenues attributable to reimbursement based upon value based principles and quality driven managed care programs, and general industry trends that include pressures to control healthcare costs. The federal government's goal is to move approximately ninety percent (90%) of its reimbursement for providers to be based upon quality outcome models. Pressures to control healthcare costs and a shift away from traditional health insurance reimbursement based upon a fee for service payment to payment based upon quality outcomes have increased the uncertainty of payments.long-term investment only.

In ~~addition,~~ the ~~healthcare legislation passed in 2010 included new payment models with new shared savings programs~~future, our board of directors may consider various forms of liquidity, each of which is referred to as a liquidity event, including, but not limited to: (1) dissolution and ~~demonstration programs that include bundled payment models and payments contingent upon reporting on satisfaction~~winding up our assets; (2) merger or sale of ~~quality benchmarks. The new payment models will likely change how physicians are paid for services. These changes could have a material adverse effect on the financial condition of some~~all or substantially all of our ~~tenants.~~ assets; or (3) the listing of shares on a national securities exchange. In the event that a liquidity event does not occur on or before the seventh anniversary of the completion or termination of our primary offering, then a majority of our board and a majority of the independent directors must either (a) adopt a resolution that sets forth a proposed amendment to the charter extending or eliminating this deadline, or the Extension Amendment, declaring that the Extension Amendment is advisable and directing that the proposed Extension Amendment be submitted for consideration at either an annual or special meeting of our stockholders, or (b) adopt a resolution that declares that a proposed liquidation of the company is advisable on substantially the terms and conditions set forth in, or referred to, in the resolution, or the Plan of Liquidation, and directing that the proposed Plan of Liquidation be submitted for consideration at either an annual or special meeting of our stockholders. If our board seeks the Extension Amendment as described above and the stockholders do not approve such amendment, then our board shall seek the Plan of Liquidation as described above. If the stockholders do not then approve the Plan of Liquidation, the company will continue its business. If our board seeks the Plan of Liquidation as described above and the stockholders do not approve the Plan of Liquidation, then our board will seek the Extension Amendment as described above. If the stockholders do not then approve the Extension Amendment, the company will continue its business. In the event that listing on a national stock exchange occurs on or before the seventh anniversary of the completion or termination of the primary offering of our initial public offering, the company will continue perpetually unless dissolved pursuant to any applicable provision of the Maryland General Corporation Law.

We may be unable to liquidate all assets. After we adopt a Plan of Liquidation, we would likely remain in existence until all our investments are liquidated. If we do not pursue a liquidity transaction, or delay such a transaction due to market conditions, shares may continue to be illiquid and stockholders may, for an indefinite period of time, be unable to convert their investment to cash easily and could suffer losses on their investment.

Completion of the REIT Merger is subject to many conditions and if these conditions are not satisfied or waived, the REIT Merger will not be completed.

The ~~financial impact on~~Merger Agreement is subject to many conditions that must be satisfied or waived in order to complete the REIT Merger. The mutual conditions of the parties include, among others: (i) the approval of the REIT Merger by the holders of a majority of the outstanding shares of REIT I common stock; (ii) the absence of any law or order that would prohibit, restrain, enjoin, or make illegal the REIT Merger or any of the transactions contemplated by the Merger Agreement; and (iii) the receipt of all consents, authorizations, orders or approvals of each governmental authority necessary for the consummation of the REIT Merger and the other transactions contemplated by the Merger Agreement. In addition, each party’s obligation to consummate the REIT Merger is subject to certain other conditions, including, among others: (y) the accuracy of the other party’s representations and warranties (subject to customary materiality qualifiers and other customary exceptions); and (z) the other party’s compliance with its covenants and agreements contained in the Merger Agreement.

There can be no assurance that the conditions to closing of the REIT Merger will be satisfied or waived or that the REIT Merger will be completed. Failure to consummate the REIT Merger may adversely affect our ~~tenants could restrict their ability to make rent payments to us, which would have a material adverse effect on our business, financial condition and~~ results of operations and ~~our ability to pay distributions to stockholders.~~

~~Furthermore, beginning in 2016,~~business prospects for the ~~Centers for Medicare~~following reasons, among others: (i) we incurred, and ~~Medicaid Services has applied a negative payment adjustment to individual eligible professionals, Comprehensive Primary Care practice sites, and group practices participating in~~will incur additional, transaction costs, regardless of whether the Physician Quality Reporting System, or PQRS, group practice reporting option (including Accountable Care Organizations) that do not satisfactorily report PQRS in 2014. Program participation during a calendar year will affect payments two years after the reporting cycle, such that individuals and groups that do not satisfy the PQRS reporting metrics in 2016 will be

~~impacted by a two percent negative payment adjustment in 2018. Providers can appeal the determination, but if the provider is not successful, the provider’s reimbursement may be adversely impacted,~~proposed REIT Merger closes, which could adversely ~~impact a tenant’s ability to make rent payments to us.~~

In 2014, state insurance exchanges were implemented, which provide a new mechanism for individuals to obtain insurance. At this time, the number of payers that are participating in the state insurance exchanges varies, and in some regions there are very limited insurance plans available for individuals to choose from when purchasing insurance. In addition, not all healthcare providers will maintain participation agreements with the payers that are participating in the state health insurance exchange. Therefore, it is possible thataffect our tenants may incur a change in their reimbursement if the tenant does not have a participation agreement with the state insurance exchange payers and a large number of individuals elect to purchase insurance from the state insurance exchange. Further, the rates of reimbursement from the state insurance exchange payers to healthcare providers will vary greatly. The rates of reimbursement will be subject to negotiation between the healthcare provider and the payer, which may vary based upon the market, the healthcare provider’s quality metrics, the number of providers participating in the area and the patient population, among other factors. Therefore, it is uncertain whether healthcare providers will incur a decrease in reimbursement from the state insurance exchange, which may impact a tenant’s ability to pay rent.

The insurance plans that participated on the health insurance exchanges created by the Patient Protection and Affordable Care Act of 2010 (“Healthcare Reform Act”) were expecting to receive risk corridor payments to address the high risk claims that it paid through the exchange product. However, the federal government currently owes the insurance companies approximately $12.3 billion under the risk corridor payment program that is currently disputed by the federal government. In addition, the health insurance exchange program included risk adjustment payments that allocated payments to insurers that had the most complex patients. However, effective July 7, 2018, the federal government suspended $10.4 billion of the risk adjustment payments based upon a court order that the payment methodology was flawed. The federal government is currently defending several lawsuits from the insurance plans that participate on the health insurance exchange regarding the failure to remit payment for the risk corridor subsidies. The federal government is also subject to pending litigation regarding the suspension of the risk adjustment payments. If the insurance companies do not receive payments, the insurance companies may also cease to participate on the insurance exchange which limits insurance options for patients. If patients do not have access to insurance coverage it may adversely impact the tenant’s revenues and the tenant’s ability to pay rent.

In addition to the failure to remit payment for the risk corridor payment and the recent suspension of the risk adjustment payments, the federal government also ceased to provide the cost-share subsidies to the insurance companies that offered the silver plan benefits on the Health Information Exchange. The termination of the cost-share subsidies would impact the subsidy payments due in 2017 and will likely adversely impact the insurance companies, causing an increase in the premium payments for the individual beneficiaries in 2018. Nineteen State Attorney Generals filed suit to force the Trump Administration to reinstate the cost share subsidy payments. On October 25, 2017, a California Judge ruled in favor of the Trump Administration and found that the federal government was not required to immediately reinstate payment for the cost shares subsidy. The injunction sought by the Attorney Generals’ lawsuit was denied. Subsequently, several insurers filed suit in the U.S. Court of Federal Claims to recover cost-share reduction payments, and in two of the matters, the Court of Federal Claims ruled in favor of the insurers. Nevertheless, because of the government’s refusal to make cost-share reduction payments, our tenants will likely see an increase in individuals who are self-pay or have a lower health benefit plan due to the increase in the premium payments. Our tenants’ collections and revenues may be adversely impacted by the change in the payor mix of their patients and it may adversely impact the tenants’ ability to make rent payments.

There are multiple lawsuits in several judicial districts brought by qualified health plans to recover the prior risk corridor payments that were anticipated to be paid as part of the health insurance exchange program. In June 2018, the Court of Appeals for the Federal Circuit issued an opinion in ~~Moda Health Plan v. United States~~, concluding that the government does not have to pay health insurers that offered qualified health plans (QHPs) the full amount owed to them in risk corridors payments. Additional cases are still pending, but at this time two key cases have been determined in favor of the government withholding payment of the risk corridor payment. If the Administration or the court system decisions that risk corridor or risk share payments are not required to be paid to the qualified health plans offering insurance coverage on the health insurance exchange program remain in effect and binding, the insurance companies may cease offering the Health Insurance Exchange product to the current beneficiaries. Therefore, our tenants may have an increase of self-pay patients and collections may decline, adversely impacting the tenants’ ability to pay rent.

In 2017, Congress activities to attempt to repeal the Healthcare Reform Act failed. However, President Trump signed several Executive Orders that address different aspects of the Healthcare Reform Act. First, on January 20, 2017 an Executive Order was signed to “ease the burden of Obamacare”. Furthermore, on October 12, 2017, President Trump signed an Executive Order the purpose of which was to, among other things, (i) cut healthcare cost-sharing reduction subsidies, (ii) allow more small businesses to join together to purchase insurance coverage, (iii) extend short-term coverage policies, and (iv) expand employers’ ability to provide workers cash to buy coverage elsewhere. The Executive Order required the government agencies to draft regulations for consideration related to Associated Health Plans ("AHP"), short term limited duration insurance

("STLDI") and health reimbursement arrangements ("HRA"). At this time the proposed legislation has not been drafted. If the Healthcare Reform Act is modified through Executive Orders, the healthcare industry will continue to change and new regulations may further modify payment models jeopardizing our tenants’ ability to remit the rental payments.

On January 11, 2018, the Centers for Medicare and Medicaid Services (“CMS”) issued guidance to support state efforts to improve Medicaid enrollee health outcomes by incentivizing community engagement among able-bodied, working-age Medicaid beneficiaries. The policy excludes individuals eligible for Medicaid due to a disability, elderly beneficiaries, children and pregnant women. CMS received proposals from 10 states seeking requirements for able bodied Medicaid beneficiaries to engage in employment and community engagement initiatives. Kentucky, Indiana, Arkansas and New Hampshire were granted waivers for their programs and require Medicaid beneficiaries to work or get ready for employment. However, in June 2018, the Federal District Court in the District of Columbia vacated the CMS approval of the Kentucky waiver finding the approval was arbitrary and the Court referred it back to CMS. If the “work requirement” expands to the states, Medicaid programs it may decrease the number of patients eligible for Medicaid. The patients that are no longer eligible for Medicaid may become self-pay patients which may adversely impact our tenant’s ability to receive reimbursement. If our tenants’ patient payor mix becomes more self-pay patients, it may impact our tenants’ ability to collect revenues and pay rent.

In February of 2018, Congress passed the Bipartisan Balanced Budget Act of 2018. Some of the most notable provisions of the Bipartisan Balanced Budget Act include: (i) the permanent extension of Medicare Special Needs Plans (SNPs), which provide tailored care for certain qualifying Medicare beneficiaries; (ii) guaranteed funding for the Children’s Health Insurance Program (CHIP) through 2027; (iii) expansion of Medicare coverage for telemedicine services; and (iv) expanded testing of certain value based care models. The extension of SNPs and funding for CHIP secure coverage for patients of our tenants, any reduce the number of uninsured patients treated by our tenants. The expansion of coverage for tele-medicine services could impact the demand for medical properties. If more patients can be treated remotely, providers may have less demand for real property.

Beginning in 2018, the Centers for Medicare and Medicaid Services cut funding to the 340B Program, which is intended to lower drug costs for certain health care providers. The cuts to the 340B Program may result in some of our tenants having less money available to cover operational costs.

~~Tenants of our healthcare properties are subject to anti-fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us.~~

There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from or are in a position to make referrals in connection with government-sponsored healthcare programs, including the Medicare and Medicaid programs. Our lease arrangements with certain tenants may also be subject to these anti-fraud and abuse laws. These laws include the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any item or service reimbursed by Medicare or Medicaid; the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship; the False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs; the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties or exclusion from participation in state or federal healthcare programs for certain fraudulent acts; the Health Insurance Portability and Accountability Act (“HIPAA”) Fraud Statute which makes it a federal crime to defraud any health benefit plan, including private payers; and Exclusions Law which authorizes U.S. Department of Health and Human Services to exclude someone from participation in state or federal healthcare programs for certain fraudulent acts. Each of these laws includes criminal and/or civil penalties for violations that range from punitive sanctions, damage assessments, penalties, imprisonment, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs. The fines and penalties associated with Stark and Anti-kickback violations also increased in 2018. In addition, in 2017, the Department of Justice increased fines related to violations of the federal False Claims Act, nearly doubling the minimum and maximum amount a party can be fined for a violation. Certain laws, such as the False Claims Act, allow for individuals to bring whistleblower actions on behalf of the government for violations thereof. Additionally, states in which the healthcare properties are located may have similar anti-fraud and abuse laws. Investigation by a federal or state governmental body for violation of anti-fraud and abuse laws or imposition of any of these penalties upon one of our tenants could jeopardize that tenant’s ability to operate or to make rent payments, which may have a material adverse effect on our business, financial condition, ~~and~~ results of operations and ~~our~~ ability to make distributions to our ~~stockholders.~~stockholders; and (ii) the proposed REIT Merger, whether or not it closes, will divert the attention of certain management and other key employees of our affiliates from ongoing business activities, including the pursuit of other opportunities that could be beneficial to us.

~~In addition~~We may be unable to secure suitable debt financing to pay the ~~fraud and abuse laws, state and federal government agencies have also created an opioid task force~~cash consideration to ~~address the opioid crisis~~REIT I stockholders in the United States. The Department of Justice also created the Prescription Interdiction and Litigation Task Force to fight the prescription opioid crisis. The Drug Enforcement Administration is partneredconnection with the ~~different opioid task forces and is enforcing the civil and criminal penalties that apply to a violation of the Controlled~~

Substances Act. Our tenants that prescribe, manufacture, sell or dispense controlled substances must comply with the applicable laws. If our tenants fail to comply with the Controlled Substances Act, the tenant may be subject to significant fines and penalties which may adversely impact the tenants’ ability to remit rental payments.

Tenants of our healthcare properties may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to us.

As is typical in the healthcare industry, certain types of tenants of our healthcare properties may often become subject to claims that their services have resulted in patient injury or other adverse effects. Many of these tenants may have experienced an increasing trend in the frequency and severity of professional liability and general liability insurance claims and litigation asserted against them. The insurance coverage maintained by these tenants may not cover all claims made against them nor continue to be available at a reasonable cost, if at all. In some states, insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation may not, in certain cases, be available to these tenants due to state law prohibitions or limitations of availability. As a result, these types of tenants of our healthcare properties operating in these states may be liable for punitive damage awards that are either not covered or are in excess of their insurance policy limits.

Certain states have also passed tort reform legislation which limits the amount of damages that can be recovered in professional liability suits. In some states, damage limitations under tort reform legislation have been overturned by courts; this trend may continue as more plaintiffs challenge the legality of these limitations. If this trend continues, our tenants may be exposed to rising insurance premiums.

We also believe that there has been, and will continue to be, an increase in governmental investigations of certain healthcare providers, particularly in the area of Medicare/Medicaid false claims and patient privacy, as well as an increase in enforcement actions resulting from these investigations. Insurance may not be available to cover such losses. Any adverse determination in a legal proceeding or governmental investigation, whether currently asserted or arising in the future, could have a material adverse effect on a tenant’s financial condition. If a tenant is unable to obtain or maintain insurance coverage, if judgments are obtained in excess of the insurance coverage, if a tenant is required to pay uninsured punitive damages, or if a tenant is subject to an uninsurable government enforcement action, the tenant could be exposed to substantial additional liabilities, which may affect the tenant’s ability to pay rent, which in turn could have a material adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

~~The proposed SEC standard of conduct for investment professionals could impact our ability to raise capital.~~REIT Merger.

On April ~~18, 2018,~~11, 2019, in connection with the SEC proposed “Regulation Best Interest,” a new standard of conduct for broker-dealers under the Securities Exchange Act of 1934, as amended, that includes: (i) the requirement that broker-dealers refrain from putting the financial or other interestsexecution of the ~~broker-dealer ahead~~Merger Agreement, the Operating Partnership entered into a commitment letter (the “Commitment Letter”) to obtain a senior secured bridge facility (the “Bridge Facility”) in an amount of

$475,000,000. The Bridge Facility must be closed on or before the date that is six months from April 11, 2019. The funding of the ~~retail customer, (ii) a new disclosure document,~~Bridge Facility provided for in the ~~consumer or client relationship summary, or Form CRS, which would require both investment advisers~~Commitment Letter is contingent on the satisfaction of customary conditions, including, but not limited to, the execution and ~~broker-dealers~~delivery of definitive documentation with respect to provide disclosure highlighting details about their services and fee structures and (iii) proposed interpretative guidance that would establish a federal fiduciary standard for investment advisers. The public comment period on Regulation Best Interest endsthe Bridge Facility in ~~August 2018.~~

~~Proposed Regulation Best Interest is complex and may be subject to revision or withdrawal. Plan fiduciaries~~accordance with the terms set forth in the Commitment Letter and the ~~beneficial owners~~absence of IRAs are urged to consult with their own advisors regarding the impact that proposed Regulation Best Interest may have on purchasing and holding interests in our company. Proposed Regulation Best Interest or any other legislation or regulations that may be introduced or become lawa Material Adverse Change (as defined in the ~~future could have negative implications on our ability to raise capital from potential investors, including those investing through IRAs.~~Merger Agreement).

The Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T2 common stock is an estimate as of a given point in time and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other saleIf any of the ~~company.~~

The offering prices per Class A share, Class I share and Class T2 share are based on our Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T2 common stock as of June 30, 2018, as determined by our board of directors on September 27, 2018, which we refer to collectively as our Estimated Per Share NAV, and any applicable per share upfront selling commissions and dealer manager fees. The price at which stockholders purchase shares and any subsequent values are likely to differ from the price at which a stockholder could resell such shares because: (1) there is no public trading market for our shares at this time; (2) the price does not reflect, and will not reflect, the fair value of our assets as we acquire them, nor does it represent the amount of net proceeds that would result from an immediate liquidation of our assets or sale of the company, because the amount of proceeds available for investment from this offering is net of selling commissions, dealer manager fees, other organization and offering expense reimbursements and acquisition fees and expenses; (3) the Estimated Per Share NAV does not take into account how market fluctuations affect the value of our investments, including how the current conditions in the ~~financial~~Commitment Letter are not satisfied, the Operating Partnership will be unable to close the Bridge Facility, and ~~real estate markets~~we may ~~affect the value of our investments; (4) the Estimated Per Share NAV~~be unable to find other suitable financing. The Merger Agreement does not ~~take into account how developments related~~contain any financing contingency. If we are unable for any reason to ~~individual assets may increase or decrease~~fulfill obligations to pay the cash consideration to stockholders of REIT I when due, we could be sued for our failure to fulfill the terms of the Merger Agreement.

The REIT Merger and the other transactions contemplated by the Merger Agreement are subject to approval by stockholders of REIT I.

the value of our portfolio; and (5) the Estimated Per Share NAV does not take into account any portfolio premium or premiums to value that may be achieved in a liquidation of our assets or sale of our portfolio. Further, the value of our shares will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets. The Estimated Per Share NAV does not reflect a discountIn order for the ~~fact that we are externally managed, nor does it reflect~~REIT Merger to be completed, REIT I's stockholders must approve the REIT Merger and the other transactions contemplated by the Merger Agreement, which requires the affirmative vote of holders of a ~~real estate portfolio premium/discount versus the sum~~majority of the individual property values. The Estimated Per Share NAV also does not take into account estimated disposition costs and fees for real estate properties that were not pending disposition. There are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an Estimated Per Share NAV; provided, however, that pursuant to FINRA rules, the determination of the Estimated Per Share NAV must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert and must be derived from a methodology that conforms to standard industry practice. Subsequent estimates of our Estimated Per Share NAV will be done at least annually. Our Estimated Per Share NAV is an estimate as of a given point in time and likely does not represent the amount of net proceeds that would result from an immediate sale of our assets.

~~The purchase prices you pay for~~outstanding shares of our Class A common stock, Class I common stock and Class T2 common stock are based on the Estimated Per Share NAV of each of our Class A common stock, Class I common stock and Class T2 common stock at a given point in time, and any applicable per share upfront selling commissions and dealer manager fees. Our Estimated Per Share NAV is based upon a number of estimates, assumptions, judgments and opinions that may not be, or may later prove not to be, accurate or complete, which could make the estimated valuations incorrect. As a result, our Estimated Per Share NAV may not reflect the amount that you might receive for your shares in a market transaction, and the purchase price you pay may be higher than the value of our assets per share ofREIT I's common stock at the ~~time~~special meeting of ~~your purchase.~~REIT I stockholders. If this required vote is not obtained by January 31, 2020, the REIT Merger may not be consummated.

There may be unexpected delays in the consummation of the REIT Merger.

The ~~per share price for Class A shares, Class I shares and Class T2 shares in this Offering are based on our most recent Estimated Per Share NAV~~REIT Merger is expected to close during the second half of ~~each of our Class A common stock, Class I common stock and Class T2 common stock and applicable upfront commissions and fees. Currently, there are no SEC, federal or state rules~~2019, assuming that establish requirements specifying the methodology to employ in determining an Estimated Per Share NAV. The audit committee of our board of directors, pursuant to authority delegated by our board of directors, was responsible for the oversightall of the ~~valuation process, including~~conditions in the ~~review and~~Merger Agreement are satisfied or waived. The Merger Agreement provides that either we or REIT I may terminate the Merger Agreement if the REIT Merger has not occurred by January 31, 2020. Certain events may delay the consummation of the REIT Merger. Some of the events that could delay the consummation of the REIT Merger include difficulties in obtaining the approval of the ~~valuation process and methodology used~~REIT I stockholders, or satisfying the other closing conditions to ~~determine our Estimated Per Share NAV,~~which the consistency of the valuation and appraisal methodologies with real estate industry standards and practices and the reasonableness of the assumptions used in the valuations and appraisals. Pursuant to the prior approval of the audit committee of our board of directors, whichREIT Merger is solely comprised of our independent directors, in accordance with the valuation policies previously adopted by our board of directors, we engaged Robert A. Stanger & Co., Inc., or Stanger, an independent third-party valuation firm, to assist with determining the Estimated Per Share NAV. Our Estimated Per Share NAV was determined after consultation with our advisor and Stanger. Stanger prepared an appraisal report summarizing key information and assumptions and providing a value on 70 of our 75 properties in our portfolio as of June 30, 2018. In addition, Stanger relied upon the appraisal reports prepared by third parties other than Stanger on five properties with valuation dates ranging from February 7, 2018 to May 22, 2018. Stanger also prepared a net asset value report, which estimates the Estimated Per Share NAV of each of our Class A, Class I, Class T and Class T2 common stock as of June 30, 2018. The valuation was based upon the estimated value of our assets less the estimated value of our liabilities divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of June 30, 2018, and was performed in accordance with the valuation guidelines established by the IPA Valuation Guidelines, Valuations of Publicly Registered Non-Listed REITs. The Estimated Per Share NAV was determined by our board of directors. Subsequent estimates of our Estimated Per Share NAV for each of our Class A common stock, Class I common stock, Class T common stock and Class T2 common stock will be prepared at least annually. Our Estimated Per Share NAV is an estimate as of a given point in time and likely does not represent the amount of net proceeds that would result from an immediate sale of our assets. The Estimated Per Share NAV is not intended to be related to any values at which individual assets may be carried on financial statements under applicable accounting standards. While the determination of our most recent Estimated Per Share NAV was conducted with the material assistance of a third-party valuation expert, with respect to asset valuations, we are not required to obtain asset-by-asset appraisals prepared by certified independent appraisers, nor must any appraisals conform to formats or standards promulgated by any trade organization. Other than the information included in our Current Report on Form 8-K filed on October 1, 2018 regarding the Estimated Per Share NAV, we do not intend to release individual property value estimates or any of the data supporting the Estimated Per Share NAV.subject.

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

Unregistered Sales of Equity Securities

On July 20, 2018, we granted an aggregate of 9,000 shares of restricted Class A common stock under our 2014 Restricted Share Plan to our three independent directors in connection with such independent directors’ re-election to our board of directors. Each independent director received 3,000 shares of restricted Class A common stock. Additionally, on July 24, 2018,

~~we granted 3,000 shares of restricted Class A common stock in connection with the initial election of a new independent board member.~~

~~The shares were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) of the Securities Act. There were no other sales of unregistered securities during~~During the three months ended ~~September 30, 2018.~~March 31, 2019, we did not sell any equity securities that were not registered or otherwise exempt under the Securities Act.

Use of Public Offering Proceeds

We commenced our Initial Offering of up to $2,350,000,000 of shares of our common stock consisting of $2,250,000,000 of shares in our primary offering and up to $100,000,000 of shares pursuant to our DRIP on May 29, 2014. We ceased offering shares of common stock pursuant to our Initial Offering on November 24, 2017.

On November 27, 2017, we began offering up to $1,000,000,000 in shares of Class A common stock, Class I common stock, and Class T common stock in the Offering pursuant to a registration statement on Form S-11, or the Follow-On Registration Statement. We ceased offering shares of Class T common stock in our Offering on March 14, ~~2018. On March 15,~~ 2018 weand began offering ~~up to $1,000,000,000 in~~ shares of ~~Class A common stock, Class I common stock and~~ Class T2 common stock on March 15, 2018. We ceased offering shares of common stock pursuant to ~~the Follow-On Registration Statement.~~our Offering on November 27, 2018.

On December 1, 2017, we commenced our DRIP Offering of up to $100,000,000 in shares of Class A common stock, Class I common stock and Class T common stock pursuant to the DRIP Registration Statement. We amended the DRIP Registration Statement to include Class A common stock, Class T common stock, Class I common stock and Class T2 common stock on December 6, 2017.

As of ~~September 30, 2018,~~March 31, 2019, we had issued approximately ~~140.0~~$144.5 million shares of our Class A, Class I, Class T and Class T2 common stock in our Offerings for gross proceeds of approximately ~~$1,365.4~~$1,407.6 million, of which we paid ~~$96.0~~$96.7 million in selling commissions and dealer manager fees, approximately ~~$26.7~~$27.0 million in organization and offering costs and approximately ~~$35.5~~$37.0 million in acquisition fees to our Advisor or its affiliates. We have excluded the distribution and servicing fee from the above information, as we pay the distribution and servicing fee from cash flows provided by operations or, if our cash flow from operations is not sufficient to pay the distribution and servicing fee, from borrowings in anticipation of future cash flow.

With the net offering proceeds and associated borrowings, we acquired $1.8 billion in real estate investments as of ~~September 30, 2018.~~March 31, 2019. In addition, we invested ~~$55.4~~$58.7 million in expenditures for capital improvements related to certain real estate investments.

As of September 30, 2018, approximately $0.4 million remained payable to our Dealer Manager and our Advisor or its affiliates for costs related to our Offerings, excluding distribution and servicing fees.

Share Repurchase Program

~~Our~~Prior to the time that our shares are listed on a national securities exchange, which we currently do not intend to do, our share repurchase program, ~~permits~~as described below, may provide eligible stockholders with limited, interim liquidity by enabling them to sell ~~their~~ shares back to us, ~~after they~~subject to restrictions and applicable law. We are not obligated to repurchase shares under our share repurchase program.

A stockholder must have beneficially held ~~them~~its Class A shares, Class I shares, Class T shares, or Class T2 shares, as applicable, for at least one year ~~subject~~prior to ~~certain conditions and limitations.~~offering them for sale to us through our share repurchase program. Our board of directors reserves the right, in its sole discretion, at any time and from time to time, to waive the one-year holding period requirement in the event of the death, or Qualifying Disability, or involuntary exigent circumstance, such as bankruptcy (as determined by our board of directors, in its sole discretion) of a stockholder, ~~other involuntary exigent circumstances such as bankruptcy,~~ or a mandatory distribution requirement under a stockholder’s IRA.

~~Pursuant to our share repurchase program, the~~The purchase price for shares repurchased under our share repurchase program ~~is 100.0%~~will be 100% of the most recent ~~estimated value~~Estimated Per Share NAV of the Class A common stock, Class I common stock, Class T common stock or Class T2 common stock, as applicable (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock).

Our board of directors ~~approved~~will adjust the estimated NAV per share of each our classes of common stock if we have made one or more special distributions to stockholders. Our board of directors will determine, in its sole discretion, which distributions, if any, constitute a special distribution.

Repurchases of shares of our common stock, when requested, are at our sole discretion and ~~adopted~~generally will be made quarterly. We will either accept or reject a repurchase request by the ~~Fourth Amended~~last day of each quarter, and ~~Restated Share Repurchase Program (the "Fourth Amended & Restated SRP"), which became effective on August 29, 2018. The Amended & Restated SRP provides that~~ we will process accepted repurchase ~~shares~~requests on or about the tenth (10th) day of the following month (the “Repurchase Date”). If a ~~quarterly, instead~~repurchase request is granted, we or our agent will send the repurchase amount to each stockholder or heir, beneficiary or estate of ~~monthly basis. In no event~~a stockholder on or about the Repurchase Date. During any calendar year, we will wenot repurchase in excess of ~~5.0%~~5% of the number of shares of common stock outstanding on December 31st of the previous calendar year, ~~(the "5% Annual Limitation"). We will either accept~~ or ~~reject a repurchase request on the last day of each quarter.~~

Subsequent to the quarter ended September 30, 2018, our board of directors approved and adopted the Fifth Amended and Restated Share Repurchase Program (the "Fifth Amended & Restated SRP," and together with the Fourth Amended & Restated SRP, the "Amended & Restated SRP") in order to clarify that the Company will process repurchase requests on or about the tenth day of the first month following the end each quarter (the "Repurchase Date"), and to further clarify that the first quarter 2019 repurchase date will cover repurchase requests received by the Company between September 25, 2018 and December 23, 2018.

~~We reserve the right to increase the share limitation of the fourth quarter of 2018 as necessary in accordance with~~ the 5% Annual Limitation. We will fund the share repurchases during the remainder of 2018 with proceeds we received from the sale of shares in our distribution reinvestment plan, or the DRIP, during the year ended December 31, 2017, and other operating funds that may be reserved by our board of directors. annual limitation.

~~Beginning with the first quarter of 2019, we~~We will limit the amount of ~~shares repurchased pursuant to the Amended & Restated SRP as follows (subject to the~~ DRIP Funding Limitations (as defined below)): (a) on the first quarter Repurchase Date (as defined below), we will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; (b) on the second quarter Repurchase Date, we will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; (c) on the third quarter Repurchase Date, we will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year; and (d) on the fourth quarter Repurchase Date, we will not repurchase in excess of 1.25% of the number of shares outstanding as of December 31 of the prior calendar year. We reserve the right to increase the limitations each quarter in accordance with the 5% Annual Limitation. Commencing with the first quarter of 2019, we intend to fund the Amended & Restated SRP with proceeds we received during the previous calendar year from the sale of shares pursuant to its distribution reinvestment plan.

~~On each Repurchase Date during 2019 and beyond, we will limit the amount of distribution reinvestment plan~~ proceeds used to fund share repurchases in each quarter to 25% of the amount of ~~distribution reinvestment plan~~DRIP proceeds received during the previous calendar year, ~~(the “DRIP~~or the DRIP Funding ~~Limitations”);~~Limitation; provided, however, that if we do not reach the DRIP Funding Limitation in any particular quarter, we will apply the remaining ~~distribution reinvestment plan~~DRIP proceeds to the next quarter Repurchase Date and continue to adjust the quarterly limitations as necessary in order to use all of the available ~~distribution reinvestment plan~~DRIP proceeds for a calendar ~~year as needed, based on requests.~~

year. We cannot guarantee that DRIP proceeds will be sufficient to accommodate all requests made each quarter. Our board of directors may, in its sole discretion, reserve other operating funds to fund the ~~Amended & Restated SRP,~~share repurchase program, but is not required to reserve such funds.

We cannot guarantee that the DRIP proceeds and other operating funds that may be authorized by our board of directors will be sufficient to accommodate all repurchase requests.

We will limit the number of shares repurchased each quarter pursuant to our share repurchase program as follows (subject to the DRIP Funding Limitation):

On the first quarter Repurchase Date, which generally will be January 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year;

On the second quarter Repurchase Date, which generally will be April 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year;

On the third quarter Repurchase Date, which generally will be July 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year; and

On the fourth quarter Repurchase Date, which generally will be October 10 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year.

In ~~addition,~~ the ~~Amended & Restated SRP provides that~~event we do not repurchase 1.25% of the number of shares outstanding on December 31st of the previous calendar year in any particular quarter, we will increase the limitation on the number of shares to be repurchased in the next quarter and continue to adjust the quarterly limitations as necessary in accordance with the 5% annual limitation.

As a result of the limitations described above, some or all of a stockholder’s shares may not be repurchased. Each quarter we will process repurchase requests made in connection with the death or ~~qualifying disability~~Qualifying Disability of a stockholder, or, in the discretion of ~~our board of directors,~~the Board, an involuntary exigent circumstance, such as bankruptcy, prior to processing any other repurchase requests. If we are unable to process all eligible repurchase requests within a quarter due to the ~~share~~ limitations described above or in the event sufficient funds are not available, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death or ~~qualifying disability~~Qualifying Disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of our board of directors, an involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to

repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests.

If we do not repurchase all of the shares for which repurchase requests were submitted in any quarter, all outstanding repurchase requests will automatically roll over to the subsequent quarter and priority will be given to the repurchase requests in the subsequent quarter as provided above. A stockholder or his or her estate, heir or beneficiary, as applicable, may withdraw a repurchase request in whole or in part at any time up to five business days prior to the ~~next~~last day of the quarter.

Our sponsor, advisor, directors and their respective affiliates are prohibited from receiving a fee in connection with the share repurchase program. Affiliates of our advisor are eligible to have their shares repurchased on the same terms as other stockholders.

A stockholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares then-owned for repurchase. Repurchase requests made (i) on behalf of a deceased stockholder or a stockholder with a Qualifying Disability; (ii) by a stockholder due to an involuntary exigent circumstance, such as bankruptcy, or (iii) by a stockholder, due to a mandatory distribution under such stockholder’s IRA, may be made at any time after the occurrence of such event.

In connection with the execution of the Merger Agreement, on April 10, 2019, our board of directors approved the Sixth Amended and Restated Share Repurchase Program, or the Sixth Amended & Restated SRP, which will become effective on May 11, 2019 and will apply beginning with repurchases made on the 2019 third quarter Repurchase Date. Under the Sixth Amended & Restated SRP, we will only repurchase shares of common stock (Class A shares, Class I shares, Class T Shares and Class T2 shares) in connection with the death, qualifying disability, or involuntary exigent circumstance (as determined by our board of directors in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the Sixth Amended & Restated SRP.

During the three months ended ~~September 30, 2018,~~March 31, 2019, we fulfilled the following repurchase requests pursuant to our share repurchase program:

Period Total Numbers of
Shares Repurchased Average
Price Paid per
Share Total Numbers of Shares
Purchased as Part of Publicly
Announced Plans and Programs Approximate Dollar Value
of Shares Available that may yet
be Repurchased under the
Program
July 2018 681,118
$ 9.18
681,118
$ —
August 2018 382,698
$ 9.18
382,698
$ —
September 2018 —
$ —
—
$ —
Total 1,063,816
1,063,816



Period	Total Number of Shares Repurchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans and Programs	Approximate Dollar Value of Shares Available that may yet be Repurchased under the Program
January 2019	1,160,279	$	9.25	—	$	—
February 2019	—	$	—	—	$	—
March 2019	—	$	—	—	$	—
Total	1,160,279			—

During the three months ended ~~September 30, 2018,~~March 31, 2019, we repurchased approximately ~~$9,766,000~~$10,733,000 of Class A shares, Class I shares and Class T shares of common ~~stock, which represented all repurchase requests received in good order and eligible for repurchase through the September 30, 2018 repurchase date.~~stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

~~The following exhibits are filed as a part of this report or incorporated by reference.~~



Exhibit No:

2.1		Agreement and Plan of Merger, dated as of April 11, 2019, by and among Carter Validus Mission Critical REIT, Inc., Carter/Validus Operating Partnership, LP, Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP and Lightning Merger Sub, LLC (included as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).

3.1		Second Articles of Amendment and Restatement of Carter Validus Mission Critical REIT II, Inc. (included as Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11 (File No. 333-191706) filed June 12, 2014, and incorporated herein by reference).

3.2		Amended and Restated Bylaws of Carter Validus Mission Critical REIT II, Inc. (included as Exhibit 3.2 to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form S-11 (File No. 333-191706) filed May 9, 2014, and incorporated herein by reference).

3.3		Articles Supplementary of Carter Validus Mission Critical REIT II, Inc., filed on January 13, 2017 (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on January 18, 2017, and incorporated herein by reference).

3.4		Articles Supplementary of Carter Validus Mission Critical REIT II, Inc., filed on June 2, 2017 (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on June 6, 2017, and incorporated herein by reference.

3.5		Articles of Amendment of Carter Validus Mission Critical REIT II, Inc., filed on August 18, 2017 (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on August 22, 2017, and incorporated herein by reference).

3.6		Certificate of Correction to the Articles Supplementary of Carter Validus Mission Critical REIT II, Inc. (included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on July 2, 2018, and incorporated herein by reference).

4.1		Subscription Agreement and Subscription Agreement Signature Page (included as Appendix B to the prospectus, incorporated by reference to the Registrant's final prospectus filed pursuant to Rule 424(b)(3), filed on November 27, 2017 (File No. 333-217579)~~, as supplemented)~~).

4.2		Additional Subscription Agreement and Subscription Agreement Signature Page (included as Appendix C to the ~~prospectus,~~prospectus. incorporated by reference to the Registrant's final prospectus filed pursuant to Rule 424(b)(3), filed on November ~~27,~~27. 2017 (File No. 333-217579)~~, as supplemented)~~).

4.3		Automatic Purchase Program Enrollment Form (included as Appendix D to the prospectus, incorporated by reference to the Registrant's final prospectus filed pursuant to Rule 424(b)(3), filed on November 27, ~~2017(File No. 333-217579))~~2017, and incorporated herein by reference).

4.4		Third Amended and Restated Distribution Reinvestment Plan (included as Appendix E to the prospectus attached to Post-Effective Amendment No. 11 to the Registrant’s Registration Statement on Form S-11 (File No. 333-191706) filed on January 20, 2017, and incorporated herein by reference).

4.5		Fourth Amended and Restated Distribution Reinvestment Plan (included in the prospectus that is part of the Registrant's Registration Statement on Form S-3 (File No. 333-220940), filed on December 6, 2017, and incorporated herein by reference).

4.6		Form of Multi-Product Subscription Agreement (included as Appendix F to the prospectus, incorporated by reference to the Registrant's final prospectus filed pursuant to Rule 424(b)(3), filed on ~~November 27,~~February 10, 2017 (File No. ~~333-217579), as supplemented)~~333-191706)).

10.1		~~Fourth~~First Amendment to ~~the~~Third Amended and Restated ~~Limited Partnership~~Credit Agreement, ofby and among Carter Validus Operating Partnership II, LP, as Borrower, Carter Validus Mission Critical REIT II, Inc., KeyBank National Association, the guarantors and other lenders party thereto, and KeyBank National Association, as Agent, dated ~~September 21, 2018~~January 29, 2019 (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on ~~September 21, 2018,~~February 4, 2019, and incorporated herein by reference).

10.2		Third Amended and Restated REIT II Advisory Agreement, dated as of April 11, 2019, by and among Carter Validus Mission Critical REIT II, Inc., Carter/Validus Operating Partnership, LP, Carter Validus Operating Partnership II, LP and Carter Validus Advisors II, LLC (included as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).



10.3		Fifth Amendment to Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP, dated as of April 11, 2019, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP and Carter Validus Advisors II, LLC (included as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).

10.4		Consent and Second Amendment to Third Amended and Restated Credit Agreement, by and among Carter Validus Operating Partnership II, LP, as Borrower, Carter Validus Mission Critical REIT II, Inc., KeyBank National Association, the guarantors and other lenders party thereto, and KeyBank National Association, as Agent , dated April 11, 2019 (included as Exhibit 10.3 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).

10.5		Commitment Letter, dated April 11, 2019 (included as Exhibit 10.4 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).

31.1*		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1		Consent of Robert A. Stanger & Co., Inc. (included as Exhibit 99.3 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on October 1, 2018, and incorporated herein by reference).

99.2		Sixth Amended and Restated Share Repurchase Program (included as Exhibit 99.5 to the Registrant's Current Report on Form 8-K (File No. 000-55435) filed on April 11, 2019, and incorporated herein by reference).



101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document




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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




		CARTER VALIDUS MISSION CRITICAL REIT II, INC.
		(Registrant)

Date: ~~November 14, 2018~~May 15, 2019	By:	/s/ MICHAEL A. SETON
		Michael A. Seton
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: ~~November 14, 2018~~May 15, 2019	By:	/s/ KAY C. NEELY
		Kay C. Neely
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)



Property Description	Date Acquired	Ownership Percentage	Purchase Price (amounts in thousands)
Rancho Cordova Data Center Portfolio ⁽¹⁾	03/14/2018	100%	$	52,087
Carrollton Healthcare Facility	04/27/2018	100%	8,699
Oceans Katy Behavioral Health Hospital	06/08/2018	100%	15,715
San Jose Data Center	06/13/2018	100%	50,408
Indianola Healthcare Facilities Portfolio ⁽²⁾	09/26/2018	100%	14,471
Total			$	141,380



	Total
Land	$	20,386
Buildings and improvements	106,282
In-place leases	14,494
Tenant improvements	218
Total assets acquired	$	141,380



	Data Center			Healthcare			Three Months Ended September 30, 2017
Revenue:
Rental, parking and tenant reimbursement revenue	$	19,882		$	16,323		$	36,205
Expenses:
Rental and parking expenses	(6,092		)	(2,276		)	(8,368		)
Segment net operating income	$	13,790		$	14,047		27,837

Expenses:
General and administrative expenses							(1,062		)
Asset management fees							(2,698		)
Depreciation and amortization							(11,852		)
Income from operations							12,225
Interest expense, net							(6,786		)
Net income attributable to common stockholders							$	5,439



	Data Centers			Healthcare			Nine Months Ended September 30, 2018
Revenue:
Rental, parking and tenant reimbursement revenue	$	76,443		$	54,317		$	130,760
Expenses:
Rental and parking expenses	(20,030		)	(7,409		)	(27,439		)
Segment net operating income	$	56,413		$	46,908		103,321

Expenses:
General and administrative expenses							(3,526		)
Asset management fees							(9,655		)
Depreciation and amortization							(42,848		)
Income from operations							47,292
Interest expense, net							(24,885		)
Net income attributable to common stockholders							$	22,407



	Unrealized Income on Derivative Instruments
Balance as of December 31, 2016	$	840
Other comprehensive loss before reclassification	(743		)
Amount of loss reclassified from accumulated other comprehensive income to net income (effective portion)	1,024
Other comprehensive income	281
Balance as of September 30, 2017	$	1,121



Property	Date Acquired	Contract Purchase Price ⁽¹⁾	Ownership
Canton Data Center	10/03/2018	$9,425,000	100%
Benton Hot Springs Healthcare Facilities Portfolio ⁽²⁾	10/17/2018	$30,448,369	100%



	September 30,
	2018		2017
Number of commercial operating real estate properties ⁽¹⁾	77		64
Leased rentable square feet	5,401,000		4,655,000
Weighted average percentage of rentable square feet leased	97.5	%	97.3	%



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Operating real estate properties acquired	2		4		7		15
Commercial real estate property placed into service	1		—		1		—
Approximate aggregate purchase price of acquired real estate properties	$	14,471,000	$	52,454,000	$	141,380,000	$	458,838,000
Approximate aggregate cost of properties placed into service	$	10,349,000	$	—	$	10,349,000	$	—
Leased rentable square feet	87,000		154,000		328,000		1,683,000



Period	Total Numbers of Shares Repurchased	Average Price Paid per Share		Total Numbers of Shares Purchased as Part of Publicly Announced Plans and Programs	Approximate Dollar Value of Shares Available that may yet be Repurchased under the Program
July 2018	681,118	$	9.18	681,118	$	—
August 2018	382,698	$	9.18	382,698	$	—
September 2018	—	$	—	—	$	—
Total	1,063,816			1,063,816

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company