PKST 10-Q Quarterly Report Sept. 30, 2015

PKST 10-Q Quarter ended Sept. 30, 2015

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10-Q 1 gcearii0930201510-q.htm 10-Q 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________



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

For the quarterly period ended September 30, 2015



¨	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: 333-194280

_______________________________________________

Griffin Capital Essential Asset REIT II, Inc.

(Exact name of Registrant as specified in its charter)

________________________________________________



Maryland		46-4654479
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Griffin Capital Plaza

1520 E. Grand Ave

El Segundo, California 90245

(Address of principal executive offices)

(310) 469-6100

(Registrant’s telephone number)

Not Applicable

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

__________________________________________________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Table of Contents

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

As of November 5, 2015 , there were 24,234,146 shares of Class A common stock of Griffin Capital Essential Asset REIT II, Inc. outstanding.

Table of Contents

FORM 10-Q

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

TABLE OF CONTENTS



		Page No.
PART I. FINANCIAL INFORMATION
	Cautionary Note Regarding Forward-Looking Statements	4
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 (unaudited)	5
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and the period from February 11, 2014 (Date of Initial Capitalization) through September 30, 2014 (unaudited)	6
	Consolidated Statements of Equity for the Period from February 11, 2014 (Date of Initial Capitalization) through December 31, 2014 and Nine Months Ended September 30, 2015 (unaudited)	7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and the Period from February 11, 2014 (Date of Initial Capitalization) through September 30, 2014 (unaudited)	8
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		50

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PART I. FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Griffin Capital Essential Asset REIT II, Inc., other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements include, in particular, statements about our plans, strategies, and prospects and are subject to risks, uncertainties, and other factors. Such statements are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations and provide distributions to stockholders, our ability to find suitable investment properties, and our ability to be in compliance with certain debt covenants, may be significantly hindered. 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,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission ("SEC"). We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

See the risk factors identified in Part II, Item 1A of this Form 10-Q and in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC 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.

Table of Contents

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)



	September 30, 2015			December 31, 2014
ASSETS
Cash and cash equivalents	$	9,584,585		$	6,171,317
Real estate:
Land	51,743,493			—
Building	340,655,853			—
Tenant origination and absorption cost	106,522,188			—
Total real estate	498,921,534			—
Less: accumulated depreciation and amortization	(6,644,657		)	—
Total real estate, net	492,276,877			—
Real estate acquisition deposits	2,000,000			2,000,000
Deferred financing costs, net	2,772,303			1,902,082
Other assets, net	6,274,207			514,868
Total assets	$	512,907,972		$	10,588,267
LIABILITIES AND EQUITY

Revolving Credit Facility	$	275,400,000		$	—
Accounts payable and other liabilities	5,737,393			175,985
Distributions payable	704,045			15,279
Due to affiliates	16,163,011			866,176
Below market leases, net	35,808,731			—
Total liabilities	333,813,180			1,057,440
Commitments and contingencies (Note 8)
Preferred units subject to redemption, 1,371,000 units eligible toward redemption as of September 30, 2015	13,710,000			—
Common stock subject to redemption	2,647,467			50,666
Stockholders' equity:
Preferred Stock, $0.001 par value, 200,000,000 shares authorized; no shares outstanding, as of September 30, 2015 and December 31, 2014, respectively	—			—
Common Stock, $0.001 par value, 700,000,000 shares authorized; 20,768,696 and 1,133,773 Class A shares outstanding, as of September 30, 2015 and December 31, 2014, respectively	207,548			11,335
Additional paid-in capital	181,478,266			9,838,210
Cumulative distributions	(4,534,230		)	(71,809		)
Accumulated deficit	(14,516,780		)	(436,616		)
Total stockholders' equity	162,634,804			9,341,120
Noncontrolling interests	102,521			139,041
Total equity	162,737,325			9,480,161
Total liabilities and equity	$	512,907,972		$	10,588,267

See accompanying notes.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from February 11, 2014 (Date of Initial Capitalization) through September 30,
	2015			2014			2015			2014
Revenue:
Rental income	$	8,475,850		$	—		$	11,673,877		$	—
Property expense recovery	1,207,078			—			1,609,685			—
Total revenue	9,682,928						13,283,562
Expenses:
Asset management fees to affiliates	1,054,094			—			1,423,053			—
Property management fees to affiliates	102,892			—			128,915			—
Property operating	490,542			—			532,743			—
Property tax	977,218			—			1,354,520			—
Acquisition fees and expenses to non-affiliates	587,499			—			2,865,687			—
Acquisition fees and expenses to affiliates	2,128,671			—			9,649,739			—
General and administrative	731,957			175,918			1,822,590			175,918
Depreciation and amortization	4,767,334			—			6,644,657			—
Total expenses	10,840,207			175,918			24,421,904			175,918
Loss from operations	(1,157,279		)	(175,918		)	(11,138,342		)	(175,918		)
Other income (expense):
Interest income	29			—			261			—
Interest expense	(1,480,969		)	—			(2,324,434		)	—
Net loss	(2,638,219		)	(175,918		)	(13,462,515		)	(175,918		)
Distributions to redeemable preferred unit holders	(345,009		)	—			(366,202		)	—
Preferred units redemption premium	(279,740		)	—			(279,740		)	—
Less: Net loss attributable to noncontrolling interests	3,726			86,552			28,293			124,550
Net loss attributable to common stockholders	$	(3,259,242	)	$	(89,366	)	$	(14,080,164	)	$	(51,368	)
Net loss attributable to common stockholders, basic and diluted	$	(0.19	)	$	(4.32	)	$	(1.33	)	$	(6.22	)
Weighted average number of common shares outstanding, basic and diluted	17,493,342			20,666			10,550,022			8,255

See accompanying notes.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Year Ended December 31, 2014 and the Nine Months Ended September 30, 2015 (unaudited)



	Class A Common Stock			Additional Paid-In Capital			Cumulative Distributions			Accumulated Deficit			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
	Shares	Amount		Additional Paid-In Capital			Cumulative Distributions			Accumulated Deficit			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
BALANCE February 11, 2014 (Date of Initial Capitalization)	100	$	1	$	999		$	—		$	—		$	1,000		$	200,000		$	201,000
Gross proceeds from issuance of common stock	1,128,340	11,283		11,272,116			—			—			11,283,399			—			11,283,399
Discount on issuance of common stock	—	—		(279,960		)	—			—			(279,960		)	—			(279,960		)
Offering costs including dealer manager fees to affiliates	—	—		(1,154,894		)	—			—			(1,154,894		)	—			(1,154,894		)
Distributions to common stockholders	—	—		—			(21,143		)	—			(21,143		)	—			(21,143		)
Issuance of shares for distribution reinvestment plan	5,333	51		50,615			(50,666		)	—			—			—			—
Additions to common stock subject to redemption	—	—		(50,666		)	—			—			(50,666		)	—			(50,666		)
Distributions for noncontrolling interest	—	—		—			—			—			—			(2,983		)	(2,983		)
Net loss	—	—		—			—			(436,616		)	(436,616		)	(57,976		)	(494,592		)
BALANCE December 31, 2014	1,133,773	$	11,335	$	9,838,210		$	(71,809	)	$	(436,616	)	$	9,341,120		$	139,041		$	9,480,161
Gross proceeds from issuance of common stock	19,345,090	193,451		193,257,448			—			—			193,450,899			—			193,450,899
Discount on issuance of common stock	—	—		(747,268		)	—			—			(747,268		)	—			(747,268		)
Offering costs including dealer manager fees to affiliates	—	—		(20,936,950		)	—			—			(20,936,950		)	—			(20,936,950		)
Distributions to common stockholders	—	—		—			(1,700,772		)	—			(1,700,772		)	—			(1,700,772		)
Issuance of shares for distribution reinvestment plan	273,348	2,597		2,594,204			(2,596,801		)	—			—			—			—
Additions to common stock subject to redemption	—	—		(2,596,801		)	—			—			(2,596,801		)	—			(2,596,801		)
Issuance of stock distributions	16,485	165		164,683			(164,848		)	—			—			—
Distributions to noncontrolling interest	—	—		—			—			—			—			(8,227		)	(8,227		)
Preferred units offering cost	—	—		(375,000		)	—			—			(375,000		)	—			(375,000		)
Write-off of offering cost on redemption of preferred units	—	—		279,740			—			—			279,740			—			279,740
Net loss	—	—		—			—			(14,080,164		)	(14,080,164		)	(28,293		)	(14,108,457		)
BALANCE September 30, 2015	20,768,696	$	207,548	$	181,478,266		$	(4,534,230	)	$	(14,516,780	)	$	162,634,804		$	102,521		$	162,737,325

See accompanying notes.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	Nine Months Ended September 30, 2015			For the period from February 11, 2014 (Date of Initial Capitalization) through September 30, 2014
Operating Activities:
Net loss	$	(13,462,515	)	$	(175,918	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation of building	2,692,040			—
Amortization of tenant origination and absorption cost	3,952,617			—
Amortization of below market lease	(1,091,830		)	—
Amortization of deferred financing costs	328,322			—
Deferred rent	(786,042		)	—
Change in operating assets and liabilities:
Other assets, net	(2,433,902		)	(59,340		)
Accounts payable and other liabilities	4,914,656			53,500
Due to affiliates, net	10,115,172			489,661
Net cash provided by operating activities	4,228,518			307,903
Investing Activities:
Acquisition of property, net	(460,474,220		)	—
Real estate acquisition deposits	—			(2,000,000		)
Net cash used in investing activities	(460,474,220		)	(2,000,000		)
Financing Activities:
Financing deposits	—			(250,000		)
Proceeds from borrowings - Credit Facility	275,400,000			—
Deferred financing costs	(1,198,543		)	—
Issuance of common stock, net of discounts and offering costs	173,133,949			2,078,072
Issuance of preferred equity subject to redemption	68,360,000			—
Redemption of preferred units	(54,650,000		)	—
Distributions paid to common stockholders	(1,356,985		)	—
Distributions paid to noncontrolling interests	(8,258		)	—
Distributions paid to preferred units subject to redemption	(21,193		)	—
Net cash provided by financing activities	459,658,970			1,828,072
Net increase in cash and cash equivalents	3,413,268			135,975
Cash and cash equivalents at the beginning of the period	6,171,317			201,000
Cash and cash equivalents at the end of the period	$	9,584,585		$	336,975
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	686,070		$	—
Supplemental Disclosures of Non-Cash Transactions:
Change in accrued offering cost	$	1,245,124		$	—
Change in accrued real estate deposits	$	900,000		$	—
Change in accrued financing fees	$	2,539,395		$	—
Change in accrued tenant allowances	$	646,753		$	—
Preferred units offering costs payable to advisor	$	375,000		$	—
Increase in distributions payable - common stock	$	343,787		$	54
Increase in distributions payable - preferred units	$	345,009		$	—
Common stock issued pursuant to the distribution reinvestment plan	$	2,596,801		$	2,439

See accompanying notes.

Table of Contents

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

1. Organization

Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the “Company”), was formed on November 20, 2013 under the Maryland General Corporation Law and intends to qualify as a real estate investment trust (“REIT”). The Company was organized primarily with the purpose of acquiring single tenant net lease properties that are considered essential to the occupying tenant, and expects to use a substantial amount of the net proceeds from its initial public offering to invest in these properties. The Company’s year end is December 31.

Griffin Capital Corporation, a California corporation (the “Sponsor”), is the sponsor of the Company. The Sponsor began operations in 1995, and was incorporated in 1996, to principally engage in acquiring and developing office and industrial properties. Kevin A. Shields, the Company's Chief Executive Officer and Chairman of the Company's board of directors, controls the Sponsor as the trustee of the trust entity that is the sole shareholder of the Sponsor.

Griffin Capital Essential Asset Advisor II, LLC, a Delaware limited liability company (the “Advisor”) was formed on November 19, 2013. Griffin Capital Asset Management Company ("GAMCO") is the sole member of the Advisor and is indirectly owned by the Sponsor. The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and identifying and making acquisitions and investments on behalf of the Company under the terms of the advisory agreement dated July 31, 2014, as amended on March 18, 2015 and as further amended on November 2, 2015. The officers of the Advisor are also officers of the Sponsor.

The Company’s Articles of Incorporation initially authorized 30,000 shares of common stock. On February 11, 2014, the Advisor purchased 100 shares of common stock for $1,000 and became the initial stockholder. Upon the SEC declaring the offering effective on July 31, 2014, the Company’s Articles of Amendment and Restatement were filed with the State of Maryland and authorized 700,000,000 shares of common stock allocated as 350,000,000 Class A shares and 350,000,000 Class T shares with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001 . As of September 30, 2015, the Company was offering a maximum of $2,200,000,000 in shares of common stock, consisting of $2,000,000,000 in shares of common stock at a price of $10.00 per share for sale to the public (the “Primary Offering”), and $200,000,000 in shares of common stock for sale pursuant to the distribution reinvestment plan ("DRP"), consisting of $200,000,000 in shares of common stock at a price of $9.50 per share (collectively, the “Offering”). (See Note 10, Subsequent Events , for a discussion of the current status of the Company's Offering.)

On September 23, 2014, the Company reached the minimum offering amount of $2.0 million in sales of shares as a result of a $2.0 million investment by a private investment program affiliated with the Sponsor, and the Company commenced operations at such point. Griffin Capital Securities, Inc. (the “Dealer Manager”) is a wholly-owned subsidiary of the Sponsor. The Dealer Manager is responsible for marketing the Company’s shares being offered pursuant to the Offering.

As of September 30, 2015 , the Company had issued 20,473,530 shares of Class A common stock for gross proceeds of approximately $ 203.7 million , excluding shares of Class A common stock issued pursuant to the DRP and stock distributions. As of September 30, 2015 , the Company had issued 278,681 shares of Class A common stock pursuant to the DRP and 16,485 shares of Class A common stock pursuant to stock distributions. (See Note 10, Subsequent Events , for a discussion of the current status of the Company's Offering.)

The Company’s property manager is Griffin Capital Essential Asset Property Management II, LLC, a Delaware limited liability company (the “Property Manager”), which was formed on November 19, 2013 to manage the Company’s properties, or provide oversight of third party property managers engaged by the Company. The Property Manager will derive substantially all of its income from the property management services it will perform for the Company.

Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), was formed on November 21, 2013. On February 11, 2014, the Advisor purchased a 99% limited partnership interest and special limited partnership interest in the Operating Partnership for $200,000 and on February 11, 2014, the

Table of Contents

GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Company contributed the initial $1,000 capital contribution it received to the Operating Partnership in exchange for a 1% general partner interest. The special limited partnership interest in the Operating Partnership entitles the Advisor to certain subordinated distributions as defined in the operating partnership agreement and discussed below in Note 7, Related Party Transactions . The Operating Partnership will own, directly or indirectly, all of the properties acquired by the Company. As of September 30, 2015 , the Company and the Advisor owned approximately 93.7% and 0.1% , respectively, of the limited partnership units of the Operating Partnership (the Company owned approximately 99.9% of the common limited partnership units). The remaining 6.2% of the limited partnership units of the Operating Partnership were owned by an affiliate of the Sponsor (the "Preferred Equity Investor"), as a result of a preferred equity investment by the Preferred Equity Investor, as discussed in Note 5, Equity .

The Operating Partnership will conduct certain activities through the Company’s taxable REIT subsidiary, Griffin Capital Essential Asset TRS II, Inc., a Delaware corporation (the “TRS”), which was formed on November 22, 2013, and is a wholly-owned subsidiary of the Operating Partnership. As of September 30, 2015, the Operating Partnership had not conducted any activities through the TRS.

2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements of the Company were prepared by management on the accrual basis of accounting and in accordance with principles generally accepted in the United States (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with 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, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited consolidated financial statements include accounts and related adjustments of the Company, the Operating Partnership and the TRS, if applicable, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position for the interim period. All significant intercompany accounts and transactions have been eliminated in consolidation. On September 23, 2014, the Company reached the minimum offering amount in its initial public offering, as discussed above, and the Company commenced operations at such point. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value. There were no cash equivalents, nor were there restrictions on the use of the Company’s cash balance as of September 30, 2015 and December 31, 2014 .

The Company maintains its cash accounts with major financial institutions. The cash balances consist of business checking accounts. These accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 at each institution. At times, the balances in these accounts may exceed the insured amounts. The Company considers balances in excess of the insured amounts to potentially be a concentration of credit risk. However, the Company has not experienced any losses with respect to cash balances in excess of government-provided insurance and does not anticipate any losses in the future.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Real Estate Assets

Real Estate Purchase Price Allocation

The Company applies the provisions in ASC 805-10, Business Combinations , to account for the acquisition of real estate, or real estate related assets, in which a lease, or other contract, is in place representing an active revenue stream, as a business combination. In accordance with the provisions of ASC 805-10, the Company recognizes the assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity at their fair values as of the acquisition date, on an “as if vacant” basis. Further, the Company recognizes the fair value of assets acquired, liabilities assumed and any noncontrolling interest in acquisitions of less than a 100% interest when the acquisition constitutes a change in control of the acquired entity. The accounting provisions have also established that acquisition-related costs and restructuring costs are considered separate and not a component of a business combination and, therefore, are expensed as incurred. Acquisition-related costs for the three and nine months ended September 30, 2015 totaled approximately $2.7 million and $12.5 million , respectively.

Acquired in-place leases are valued as above-market or below-market as of the date of acquisition. The in-place lease valuation is measured based on the present value (using an interest rate, which reflects the risks associated with the leases acquired) of the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) management’s estimate of fair market lease rates for the corresponding in-place leases over a period equal to the remaining non-cancelable term of the lease for above-market leases, taking into consideration below-market extension options for below-market leases. In addition, any renewal options are considered and will be included in the valuation of in-place leases if (1) it is likely that the tenant will exercise the option, and (2) the renewal rent is considered to be sufficiently below a fair market rental rate at the time of renewal. The above-market and below-market lease values are capitalized as intangible lease assets or liabilities and amortized as an adjustment to rental income over the remaining terms of the respective leases, including below market renewal options.

The aggregate fair value of in-place leases includes direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals, which are avoided by acquiring an in-place lease, and tenant relationships. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and are estimated using methods similar to those used in independent appraisals and management’s consideration of current market costs to execute a similar lease. These direct costs are considered intangible lease assets and will be included with real estate assets on the consolidated balance sheets. The intangible lease assets will be amortized to expense over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid, including real estate taxes, insurance, and other operating expenses, pursuant to the in-place leases over a market lease-up period for a similar lease. Customer relationships are valued based on management’s evaluation of certain characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics management will consider in allocating these values include the nature and extent of the Company’s existing business relationships with tenants, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors. These intangibles are included in intangible lease assets on the consolidated balance sheets and will be amortized to expense over the remaining term of the respective leases.

The determination of the fair values of the assets and liabilities acquired requires the use of significant assumptions about current market rental rates, rental growth rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of the Company’s reported net income.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Depreciation

The purchase price of real estate acquired and the costs related to the development, construction, and property improvements are capitalized. Repairs and maintenance costs include all costs that do not extend the useful life of the real estate asset and are expensed as incurred. The Company considers the period of future benefit of an asset to determine the appropriate useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:



Buildings		40 years
Building Improvements		5-20 years
Land Improvements		15-25 years
Tenant Improvements		Shorter of estimated useful life or remaining contractual lease term
Tenant Origination and Absorption Cost		Remaining contractual lease term
In-place Lease Valuation		Remaining contractual lease term with consideration as to below-market extension options for below-market leases

Depreciation expense for buildings and improvements for the three and nine months ended September 30, 2015 totaled approximately $2.0 million and $2.7 million , respectively. Amortization expense for tenant origination and absorption costs for the three and nine months ended September 30, 2015 totaled approximately $2.8 million and $4.0 million , respectively. See Note 3, Real Estate , for amortization related to in-place lease valuations.

Impairment of Real Estate and Related Intangible Assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present that the carrying amounts of real estate and related intangible assets may not be recoverable, management will assess the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and the eventual disposition. If, based on this analysis, the Company does not believe it will be able to recover the carrying value of the asset, the Company will record an impairment charge to the extent the carrying value exceeds the net present value of the estimated future cash flows of the asset.

Projections of expected future undiscounted cash flows require management to estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, discount rates, the number of months it takes to re-lease the property and the number of years the property is held for investment. As of September 30, 2015 , the Company did not record any impairment charges related to its real estate or intangible assets.

Real Estate Acquisition Deposits

Real estate acquisition deposits include funds held in escrow that will be applied towards the purchase of real estate. On September 15, 2014, the Sponsor, on behalf of the Company, executed a purchase and sale agreement (the "Atlas Copco Property Purchase Agreement") with an unaffiliated third party for the acquisition of a 120,000 square foot office/R&D facility located in Auburn Hills, Michigan (the "Atlas Copco Property"). On September 24, 2014, as required by the Atlas Copco Property Purchase Agreement, the Company placed into escrow a $2.0 million earnest money deposit to be applied towards the purchase of the Atlas Copco Property. The acquisition closed on October 1, 2015 and the earnest money deposit was applied. (See Note 10, Subsequent Events. )

Deferred Financing Costs

Deferred financing costs represent commitment fees, loan fees, legal fees and other third-party costs associated with obtaining financing. These costs are capitalized and amortized to, and included as a component of, interest expense over the terms of the respective financing agreements. Amortization expense for the three and nine months ended September 30, 2015

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

was approximately $0.1 million million and $0.3 million , respectively. As of September 30, 2015 and December 31, 2014 , the Company’s deferred financing costs, net of accumulated amortization, were $2.8 million and $1.9 million , respectively, which represents financing costs incurred for the Revolving Credit Facility (as defined herein), discussed in Note 4, Debt .

Revenue Recognition

With the acquisition of real estate, certain properties will have leases where minimum rent payments increase during the term of the lease, or certain minimum rent payments are abated. The Company will record rental revenue for the full term of each lease on a straight-line basis, commencing as of the acquisition date. If a lease provides for contingent rental income, the Company will defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

As of September 30, 2015 , cumulative deferred rent was approximately $0.8 million , and is included in other assets, net, on the consolidated balance sheets. There was no deferred rent recorded as of December 31, 2014 .

Property expense recovery, which is comprised of additional amounts collected from tenants for the recovery of certain operating expenses, including repair and maintenance, property taxes and insurance, and capital expenditures, to the extent allowed pursuant to the lease, is recognized as revenue when the additional rent is due. Tenant reimbursement revenue for the three and nine months ended September 30, 2015 was approximately $1.2 million and $1.6 million , respectively.

Organizational and Offering Costs

For the three and nine months ended September 30, 2015, organizational and offering costs of the Offering were paid either by the Company or the Sponsor, on behalf of the Advisor, for the Company and will be reimbursed from the proceeds of the Offering. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fees) to be paid by the Company in connection with the Offering, including legal, accounting, printing, mailing and filing fees, charges from the escrow holder and other accountable offering expenses, including, but not limited to: (i) amounts to reimburse the Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of the Advisor and its affiliates in connection with registering and marketing the Company’s shares; (ii) technology costs associated with the offering of the Company’s shares; (iii) costs of conducting training and education meetings; (iv) costs of attending seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses.

Pursuant to the advisory agreement, in no event will the Company be obligated to reimburse the Advisor for organizational and offering costs in the Offering totaling in excess of (i) 3.5% (excluding sales commissions and the dealer manager fees) of the gross proceeds raised in the Offering (excluding gross proceeds from the distribution reinvestment plan), and (ii) 15% (including sales commissions and the dealer manager fees) of the gross proceeds raised in the Offering (excluding gross proceeds from the distribution reinvestment plan). If the organization and offering costs exceed such limits discussed above, within 60 days after the end of the month in which the Offering terminates or is completed, the Advisor would be obligated to reimburse the Company for any excess amounts. As long as the Company is subject to the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association (“NASAA REIT Guidelines”), such limitations discussed above will also apply to any future public offerings. As of September 30, 2015 and December 31, 2014 , organizational and offering costs were 1.5% and 13.9% of gross offering proceeds, excluding sales commissions and dealer manager fees, respectively, and 11.1% and 21.6% of gross offering proceeds, including sales commissions and dealer manager fees, respectively. (See Note 7, Related Party Transactions .)

The Company has incurred organizational and offering costs, including those due to the Advisor for organizational and offering expenses incurred on the Company's behalf, as follows:

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)



	September 30, 2015			December 31, 2014
Cumulative offering costs	$	22,091,843		$	2,063,907
Cumulative organizational costs	$	470,521		$	311,864
Organizational and offering costs advanced by and due to the Advisor, before excess adjustment	$	3,059,613		$	1,527,392
Less payments	(1,250,000		)	—
Adjustment for organizational and offering costs in excess of limitations	—			(1,142,237		)
Organizational and offering costs due to the Advisor ⁽¹⁾	$	1,809,613		$	385,155


(1)	As of September 30, 2015 and December 31, 2014 , approximately $1.8 million and $0.4 million in organizational and offering costs advanced by the Advisor, respectively, were included in due to affiliates on the consolidated balance sheets.

As of December 31, 2014 , organizational and offering costs incurred by the Advisor exceeded the limitations set forth above by approximately $1.1 million . Therefore, if the Offering were terminated on December 31, 2014 , based on gross offering proceeds raised, net of discounts, in the Offering of $11.0 million , the Company would have been liable for organizational and offering costs incurred by the Advisor, less the amount by which the organizational and offering costs exceeded the limitations discussed above. As of September 30, 2015 , organizational and offering costs incurred by the Advisor no longer exceeded the limitations set forth above. (See Note 7, Related Party Transactions .) (See Note 10, Subsequent Events for an update regarding certain changes to these fees as of November 2, 2015.)

Noncontrolling Interests

Due to the Company’s control through the general partnership interest in the Operating Partnership and the limited rights of the limited partner, the Operating Partnership, including its wholly-owned subsidiary, is consolidated with the Company and the limited partner interest is reflected as noncontrolling interests in the accompanying consolidated balance sheets.

The Company reports noncontrolling interests in subsidiaries within equity in the consolidated balance sheets, but separate from the parent shareholders’ equity. Also, any acquisitions or dispositions of noncontrolling interests that do not result in a change of control will be accounted for as equity transactions. Further, the Company will recognize a gain or loss in net income (loss) when a subsidiary is deconsolidated upon a change in control. Net income (loss) attributable to noncontrolling interests will be shown as an adjustment to net income (loss) attributable to common stockholders. Any future purchase or sale of interest in an entity that results in a change of control may have a material impact on the Company’s financial statements as the Company’s interest in the entity will be recognized at fair value with gains and losses included in net income (loss).

Fair Value Measurements

The fair value of financial and non-financial assets and liabilities is based on a fair value hierarchy established by the FASB that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:


•	Level 1. Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets;


•	Level 2 . Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and


•	Level 3. Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

When available, the Company utilizes quoted market prices for similar assets or liabilities from independent third-party sources to determine fair value. Financial instruments as of September 30, 2015 consisted of cash and cash equivalents,

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

other assets (excluding deferred rent), accounts payable and other liabilities. The amounts of the financial instruments presented in the consolidated financial statements substantially approximate their fair value as of September 30, 2015 and December 31, 2014 .

Income Taxes

The Company intends to make an election to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and expects to be taxed as such for the taxable year ending December 31, 2015, assuming the Company satisfies the REIT qualification requirements for such year. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. If the Company fails to qualify as a REIT in any taxable year, after the Company initially qualifies to be taxed as a REIT, the Company will then be subject to federal income taxes on the taxable income at regular corporate rates and will 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 the Company relief under certain statutory provisions. Such an event could materially adversely affect net income and net cash available for distribution to stockholders. However, the Company believes that it will be organized and operate in such a manner as to qualify for treatment as a REIT and intends to operate in the foreseeable future in such a manner that it will remain qualified as a REIT for federal income tax purposes.

The Company could engage in certain business activities that could have an adverse effect on its REIT qualification. The Company has elected to isolate these business activities in the books and records of the TRS. In general, the TRS may perform additional services for the Company’s tenants and generally may engage in any real estate or non-real estate related business. The TRS will be subject to corporate federal and state income tax. As of September 30, 2015 , the TRS has not engaged in any transactions.

Per Share Data

The Company reports earnings per share for the period as (1) basic earnings per share computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period, and (2) diluted earnings per share computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, including common stock equivalents. As of September 30, 2015 and December 31, 2014 , there were no common stock equivalents that would have a dilutive effect on earnings (loss) per share for common stockholders.

Distributions declared on June 16, 2015 were paid per common share assuming each share was issued and outstanding each day during the three months ended September 30, 2015 . Distributions declared per common share was based on daily declaration and record dates selected by the Company’s board of directors of $0.00150684932 per day per share on the outstanding shares of common stock.

On July 27, 2015, the Company's board of directors declared a stock distribution in the amount of 0.000013699 shares of stock per day on the outstanding share of common stock payable to stockholders of record at the close of business each day of the period commencing on July 27, 2015 through September 30, 2015. Such stock distribution to each stockholder of record during a month will be issued on such date of the following month as the Company's Chief Executive Officer may determine.

Segment Information

ASC Topic 280, Segment Reporting , establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. The Company internally evaluates all of the properties and interests therein as one reportable segment.

Unaudited Data

Any references to the number of buildings, square footage, number of leases, occupancy, annualized net rent and any amounts derived from these values in the notes to the consolidated financial statements are unaudited and outside the scope of

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

the Company's independent registered public accounting firm's review of its consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Recently Issued Accounting Pronouncements

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments (“ASU 2015-16”). In a business combination, ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is required to disclose, by financial statement line item, the nature and amount for the adjustments and the current period income statement impact related to prior periods. The amendments in this ASU are effective for fiscal years beginning December 15, 2016 and interim periods beginning after December 15, 2017. Early adoption is permitted. The Company has elected to adopt ASU No. 2015-16 early, beginning with the quarter ended September 30, 2015.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”) to amend the accounting guidance for the presentation of debt issuance costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for public business entities for fiscal years beginning after December 15, 2015 and retrospective application is required. Early adoption of the guidance is permitted. The Company does not expect the adoption of ASU No. 2015-03 to have a significant impact on its financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU No. 2014-15”). The amendments in ASU No. 2014-15 require management to evaluate, for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or are available to be issued when applicable) and, if so, provide related disclosures. ASU No. 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not expect the adoption of ASU No. 2014-15 to have a significant impact on its financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 replaces substantially all industry-specific revenue recognition requirements and converges areas under this topic with International Financial Reporting Standards. ASU No. 2014-09 implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. ASU No. 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. Other major provisions in ASU No. 2014-09 include capitalizing and amortizing certain contract costs, ensuring the time value of money is considered in the applicable transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. ASU No. 2014-09 was originally effective for reporting periods beginning after December 31, 2016 (for public entities). On April 1, 2015, the FASB voted to defer the effective date of ASU No. 2014-09 by one year, to annual reporting periods beginning after December 15, 2017. On July 9, 2015, the FASB affirmed its proposal to defer the effective date to annual reporting periods beginning after December 15, 2017, although entities may elect to adopt the standard as of the original effective date. The Company is currently evaluating the potential impact of the pending adoption of this new guidance on its consolidated financial statements.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

3. Real Estate

As of September 30, 2015 , the Company's real estate portfolio consisted of 14 properties ( 18 buildings) ^(5)(6)(7) in ten states consisting of office, industrial, distribution, and data center facilities with a combined acquisition value of $461.5 million , including the allocation of the purchase price to above and below-market lease valuation, encompassing approximately 3.1 million square feet. All 14 properties ( 18 buildings) in the Company's real estate portfolio were acquired during the nine months ended September 30, 2015 , as shown below:

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)



Property	Location	Tenant/Major Lessee	Acquisition Date	Purchase Price		Square Feet	Acquisition Fees and Reimbursable Expenses Paid to the Advisor ⁽²⁾		Revolving Credit Facility ⁽³⁾		Preferred Equity		Year of Expiration (for Major Lessee)	2015 Annualized Net Rent ⁽⁴⁾
Owens Corning	Concord, NC	Owens Corning Sales, LLC	3/9/2015	$	5,500,000	61,200	$	142,726	$	—	$	—	2024	$	357,179
Westgate II	Houston, TX	Wood Group Mustang, Inc.	4/1/2015	57,000,000		186,300	1,332,951		30,000,000		—		2024	3,854,299
Administrative Office of Pennsylvania Courts	Mechanicsburg, PA	Administrative Office of Pennsylvania Courts	4/22/2015	10,115,000		56,600	283,791		6,100,000		—		2024	756,154
American Express Center ⁽¹⁾⁽⁵⁾	Phoenix, AZ	American Express Travel Related Services Company, Inc.	5/11/2015	91,500,000		513,400	1,896,635		45,700,000		—		2023	5,862,676
MGM Corporate Center ⁽¹⁾⁽⁶⁾	Las Vegas, NV	MGM Resorts International	5/27/2015	30,300,000		168,300	652,233		25,000,000		—		2024	1,901,785
American Showa	Columbus, OH	American Showa, Inc.	5/28/2015	17,200,000		304,600	387,650		10,300,000		—		2025	1,030,479
Huntington Ingalls ⁽¹⁾⁽⁷⁾	Hampton, VA	Huntington Ingalls Incorporated	6/26/2015	34,300,000		515,500	746,030		20,500,000		—		2027	2,232,054
Wyndham	Parsippany, NJ	Wyndham Worldwide Operations	6/26/2015	81,400,000		203,500	1,661,942		48,800,000		32,560,000		2029	5,101,217
Exel	Groveport, OH	Exel, Inc.	6/30/2015	15,946,200		312,000	435,736		9,500,000		—		2022	1,128,721
Morpho Detection	Andover, MA	Morpho Detection LLC	7/1/2015	11,500,000		64,200	294,403		6,900,000		2,600,000		2027	745,068
FedEx Freight	West Jefferson, OH	FedEx Freight, Inc.	7/22/2015	28,000,000		160,400	627,959		16,800,000		10,800,000		2024	1,860,914
Aetna	Tuscon, AZ	Aetna Life Insurance Co.	7/29/2015	21,700,000		100,300	488,659		21,600,000		—		2025	1,511,615
Bank of America I	Simi Valley, CA	Bank of America	8/14/2015	28,400,000		206,900	591,758		17,040,000		11,161,000		2020	2,357,819
Bank of America II	Simi Valley, CA	Bank of America	8/14/2015	28,600,000		273,200	595,926		17,160,000		11,239,000		2020	2,770,664
				$	461,461,200	3,126,400	$	10,138,399	$	275,400,000	$	68,360,000		$	31,470,644


(1)	Multi-building property acquisitions are considered one property for portfolio purposes.

(2)

The Advisor is entitled to receive acquisition fees equal to 2.0% and acquisition expense reimbursement for actual acquisition expenses incurred. Expenses are included in acquisition fees and expenses to affiliates on the consolidated statements of operations or are capitalized as part of the acquisition if the property does not meet the definition of a "business." See Note 2, Basis of Presentation and Summary Accounting Policies. As of September 30, 2015, the Company capitalized $0.5 million of affiliate acquisition expenses related to the acquisition of the Aetna property.


(3)	Represents draws from the Revolving Credit Facility discussed in Note 4, Debt . The remaining purchase price was funded with net proceeds raised in the Offering with the exception of the Wyndham, Morpho Detection, FedEx Freight, and Bank of America I & II properties, for which the remaining proceeds were funded from the preferred equity investment discussed in Note 5, Equity .

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

(4)

Net rent is based on (a) the contractual base rental payments assuming the lease requires the tenant to reimburse us for certain operating expenses or the property is self managed by the tenant and the tenant is responsible for all, or substantially all, of the operating expenses; or (b) contractual rent payments less certain operating expenses that are our responsibility for the 12-month period subsequent to September 30, 2015 and includes assumptions that may not be indicative of the actual future performance of a property, including the assumption that the tenant will perform its obligations under its lease agreement during the next 12 months. Actual base rent for properties acquired in the nine months ended September 30, 2015 was $9.8 million .


(5)	The American Express Center property consists of two buildings.


(6)	The MGM Corporate Center property consists of three buildings.


(7)	The Huntington Ingalls property consists of two buildings.

The following summarizes the purchase price allocation of the 2015 acquisitions through September 30, 2015 :



	Land		Building and Improvements		Tenant Origination and Absorption Cost		In-Place Lease Valuation Above/(Below) Market			Total
Owens Corning	$	575,000	$	4,605,876	$	560,750	$	(241,626	)	$	5,500,000
Westgate II	3,732,053		43,596,739		11,504,737		(1,833,529		)	57,000,000
Administrative Office of Pennsylvania Courts	1,207,000		7,201,000		1,735,000		(28,000		)	10,115,000
American Express Center	5,750,000		73,750,000		39,920,000		(27,920,000		)	91,500,000
MGM Corporate Center	4,260,342		21,660,600		7,044,058		(2,665,000		)	30,300,000
American Showa	1,452,649		13,473,559		2,273,792		—			17,200,000
Huntington Ingalls	5,415,000		23,341,000		6,495,000		(951,000		)	34,300,000
Wyndham	5,695,816		60,978,739		15,552,851		(827,406		)	81,400,000
Exel	1,988,200		11,947,000		2,011,000		—			15,946,200
Morpho Detection	2,350,000		5,833,000		3,649,000		(332,000		)	11,500,000
FedEx Freight	2,774,000		22,640,000		3,273,000		(687,000		)	28,000,000
Aetna ⁽¹⁾⁽²⁾	1,846,433		20,413,340		—		—			22,259,773
Bank of America I ⁽¹⁾	5,491,000		17,463,000		6,051,000		(605,000		)	28,400,000
Bank of America II ⁽¹⁾	9,206,000		13,752,000		6,452,000		(810,000		)	28,600,000
Total	$	51,743,493	$	340,655,853	$	106,522,188	$	(36,900,561	)	$	462,020,973


(1)	As of September 30, 2015 , the purchase price allocation for the acquisition has been allocated on a preliminary basis to the respective assets acquired and the liabilities assumed. The purchase price allocation will be finalized prior to the issuance of the Company's 2015 Form 10-K.


(2)	The property was acquired in a sale-leaseback transaction and accounted for as an asset acquisition. Total acquisition costs in the amount of $0.6 million have been allocated on a pro rata basis between building and land values.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Pro Forma Financial Information

The following condensed pro forma operating information is presented as if the Company’s properties acquired during the first nine months of 2015 had been included in operations as of January 1, 2014. The pro forma operating information excludes certain nonrecurring adjustments, such as acquisition fees and expenses incurred, to reflect the pro forma impact these acquisitions would have on earnings on a continuous basis:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2015			2014		2015		2014
Revenue	$	10,973,577		$	11,195,667	$	33,528,857	$	33,617,524
Net income	$	(296,952	)	$	878,321	$	738,204	$	3,246,010
Net income attributable to noncontrolling interests	$	(1,053	)	$	431,972	$	175	$	2,297,628
Net income attributable to common stockholders ⁽¹⁾	$	(920,648	)	$	446,348	$	92,088	$	948,383
Net income to common stockholders per Class A share, basic and diluted	$	(0.05	)	$	21.60	$	0.01	$	114.89


(1)	Amount is net of net income (loss) attributable to noncontrolling interests and distributions to redeemable noncontrolling interests attributable to common stockholders.

Future Minimum Contractual Rent Payments

The future minimum contractual rent payments pursuant to the lease terms, with lease expirations ranging from 2020 to 2029, are shown in the table below:



2015	$	7,950,016
2016	32,148,657
2017	32,678,538
2018	33,177,128
2019	33,889,005
Thereafter	177,162,233
Total	$	317,005,577

Revenue Concentration

The percentage of annualized net rent for the 12-month period subsequent to September 30, 2015 , by state, based on the respective in-place leases, is as follows:



State	Annualized Net Rent		Number of Properties	Percentage of Annualized Net Rent
Arizona	$	7,374,292	2	23.4	%
California	5,128,483		2	16.3	%
New Jersey	5,101,217		1	16.2	%
Ohio	4,020,114		3	12.8	%
Texas	3,854,299		1	12.3	%
Virginia	2,232,054		1	7.1	%
Nevada	1,901,785		1	6.0	%
All Others ⁽¹⁾	1,858,400		3	5.9	%
Total	$	31,470,644	14	100.0	%

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)


(1)	All Others account for less than 3% of total annualized net rent on an individual basis.

The percentage of annualized net rent for the 12-month period subsequent to September 30, 2015 , by industry, based on the respective in-place leases, is as follows:



Industry ⁽¹⁾	Annualized Net Rent		Number of Lessees	Percentage of Annualized Net Rent
Finance and Insurance	$	12,502,775	3	39.7	%
Accommodation and Food Services	6,955,952		2	22.1	%
Professional, Scientific, and Technical Services	4,983,019		2	15.8	%
Manufacturing	4,364,780		4	13.9	%
Transportation and Warehousing	1,860,914		1	5.9	%
All Others ⁽²⁾	803,204		2	2.6	%
Total	$	31,470,644	14	100.0	%


(1)	Industry classification based on the 2012 North American Industry Classification System.


(2)	All others account for less than 3% of total annualized net rent on an individual basis.

The tenant lease expirations by year based on annualized net rent for the 12-month period subsequent to September 30, 2015 are as follows:



Year of Lease Expiration	Annualized Net Rent		Number of Lessees	Square Feet	Percentage of Annualized Net Rent
2016	47,050		1	2,400	0.1	%
2020	5,128,483		1	480,100	16.3	%
2022	1,128,721		1	312,000	3.6	%
2023	5,862,676		1	513,400	18.6	%
2024	8,683,281		5	630,400	27.6	%
2025	2,542,094		2	404,900	8.1	%
2027	2,977,122		2	579,700	9.5	%
2029	5,101,217		1	203,500	16.2	%
Total	$	31,470,644	14	3,126,400	100.0	%

Tenant and Portfolio Risk

The Company monitors the credit of all tenants to stay abreast of any material changes in credit quality. The Company monitors tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies or lease guarantors) that are rated by nationally recognized rating agencies; (2) reviewing financial statements and related metrics and information that are publicly available or that are required to be provided pursuant to the lease; (3) monitoring news reports and press releases regarding the tenants (or their parent companies or lease guarantors) and their underlying business and industry; and (4) monitoring the timeliness of rent collections.

Intangibles

The Company allocated a portion of the acquired real estate asset value to in-place lease valuation and tenant origination and absorption cost, as discussed above and as shown below. The in-place lease was measured against comparable leasing information and the present value of the difference between the contractual, in-place rent and the fair market rent was calculated using, as the discount rate, the capitalization rate utilized to compute the value of the real estate at acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)



	As of September 30, 2015
In-place lease valuation (below market)	$	(36,900,561	)
In-place lease valuation (below market) - accumulated amortization	1,091,830
In-place lease valuation (below market), net	$	(35,808,731	)
Tenant origination and absorption cost	$	106,522,188
Tenant origination and absorption cost - accumulated amortization	(3,952,616		)
Tenant origination and absorption cost, net	$	102,569,572

The intangible assets are amortized over the remaining lease terms of the respective properties, which on a weighted-average basis, was approximately 9.1 years as of September 30, 2015 . There were no intangible assets as of December 31, 2014. The amortization of the intangible assets and other leasing costs for the nine months ended September 30, 2015 is as follows:



	Amortization (income) expense for the nine months ended September 30, 2015
In-place lease valuation	$	(1,091,830	)
Tenant origination and absorption cost	$	3,952,616

The following table sets forth the estimated annual amortization (income) expense for in-place lease valuation, and tenant origination and absorption costs as of September 30, 2015 for the next five years :



Year	In-Place Lease Valuation			Tenant Origination and Absorption Costs
Remaining 2015	$	(754,924	)	$	3,065,071
2016	$	(3,019,695	)	$	12,260,283
2017	$	(3,019,695	)	$	12,260,283
2018	$	(3,019,695	)	$	12,260,283
2019	$	(3,019,695	)	$	12,260,283

4. Debt

As of September 30, 2015 , the Company's debt consisted of the following:



	As of September 30, 2015		Contractual Interest Rate ⁽¹⁾		Payment Type	Loan Maturity
Revolving Credit Facility	$	275,400,000	2.45	%	Interest Only	December 2019	⁽²⁾

(1)

The weighted-average interest rate as of September 30, 2015 was approximately 2.48% for the Company's variable-rate debt. The 2.45% contractual interest rate is based on a 360-day year, pursuant to the Revolving Credit Facility, whereas the 2.48% weighted-average interest rate is based on a 365-day year. As discussed below, the interest rate is a one-month LIBO Rate + 2.25% . As of September 30, 2015 , the LIBO Rate was 0.20% (effective as of September 30, 2015).

(2) The credit agreement related to the Revolving Credit Facility allows for a one -year extension. Maturity date assumes the one-year extension is exercised, at which time, the total outstanding balance would be due.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Revolving Credit Facility

On December 12, 2014, the Company, through the Operating Partnership, entered into a revolving credit agreement (as amended, the “Revolving Credit Facility”), co-led by KeyBank and JPMorgan Chase Bank, with KeyBank as administrative agent, JPMorgan Chase Bank as syndication agent, and a syndicate of lenders. Pursuant to the Revolving Credit Facility, the Company was provided with an initial commitment of $250.0 million , which commitment may be increased under certain circumstances up to a maximum total commitment of $1.25 billion .. The Revolving Credit Facility has an initial term of four years, maturing on December 12, 2018, and may be extended for a one -year period if certain conditions are met. Availability under the Revolving Credit Facility is limited to the lesser of a (i) a specified leverage ratio applied to acquisition value of the property, as provided for in the first amendment to the Revolving Credit Facility agreement; or (ii) debt service coverage ratio ("DSCR") calculation, all as set forth in the credit agreement related to the Revolving Credit Facility.

The Revolving Credit Facility will initially be secured by a pledge of 100% of the ownership interests in each special purpose entity which owns a pool property. Upon the occurrence of certain conditions set forth in the credit agreement, the security for the Revolving Credit Facility shall be released, at the Company's request, provided there is no event of default then existing, and the facility will then be deemed an unsecured revolver.

In addition to customary representations, warranties, covenants, and indemnities, the Revolving Credit Facility requires the Company to comply with the following at all times, which will be tested on a quarterly basis:


•	a maximum consolidated leverage ratio of 60% , or, once the collateral pledges are released, the ratio may increase to 65% for up to four consecutive quarters after a material acquisition only after the facility is deemed unsecured;


•	a minimum consolidated tangible net worth of 80% of the Company's consolidated tangible net worth at closing of the Revolving Credit Facility, or approximately $4.7 million , plus 75% of net future equity issuances (including units of operating partnership interests in the Company);


•	a minimum consolidated fixed charge coverage ratio of not less than 1.50 :1.00, commencing as of the quarter ending March 31, 2016;


•	a maximum total secured debt ratio of not greater than 40% , which ratio will increase by five percentage points for four quarters after closing of a material acquisition that is financed with secured debt;


•	a maximum total secured recourse debt ratio, excluding recourse obligations associated with interest rate hedges, of 10% of the Company's total asset value, at the time the Company's tangible net worth equals or exceeds $250 million (secured debt is not permitted prior to the time the Company's tangible net worth exceeds $250 million );


•	aggregate maximum unhedged variable rate debt of not greater than 30% of the Company's total asset value; and


•	a maximum payout ratio of not greater than 95% of core funds from operations of the Company, commencing as of the quarter ending March 31, 2018.

In order to be compliant with the maximum unhedged variable rate debt covenant, the Company entered into two interest rate cap agreements for a total notional amount of $150.0 million . Both agreements expire on December 31, 2015. The total cost for the two interest rate cap agreements was $16,500 . The Company was in compliance with all applicable covenants as of September 30, 2015 . On August 11, 2015, the Company entered into an Increase Agreement to exercise its right under the credit agreement to increase its total commitments. As a result, the total commitments were increased from $250.0 million to $410.0 million . In addition, the Company entered into a Joinder Agreement adding one additional lender. No other participants joined the syndicate and no other terms to the Revolving Credit Agreement were changed.

As of November 5, 2015, $158.6 million was outstanding pursuant to the Revolving Credit Facility.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

5. Equity

Preferred Equity

On June 24, 2015, the Company and the Operating Partnership entered into a purchase agreement with a private fund affiliated with the Sponsor (the "Preferred Equity Investor") pursuant to which the Preferred Equity Investor agreed to provide up to an aggregate of $150.0 million of preferred equity investment (the "Preferred Equity Investment") in exchange for up to 15.0 million preferred units of limited partnership interest in the Operating Partnership ("Preferred Units"); provided, however, that the amount of the Preferred Units outstanding at any time may not exceed $50.0 million in value and provided further, that no Preferred Units may be issued after December 24, 2015.

The Preferred Units may be issued in one or more tranches. Each Preferred Unit will have a liquidation preference of $10.00 per Preferred Unit (the "Liquidation Amount"), plus all accrued and unpaid distributions.

The Preferred Equity Investor is entitled to monthly distributions, payable in arrears, at varying rates in an amount equal to: (a) in the case of the period from the date of issuance to but excluding December 24, 2015, the LIBOR Rate plus 4.50% per annum of the Liquidation Amount per unit; and (b) thereafter, the LIBOR Rate plus 6.50% per annum of the Liquidation Amount per unit.

The Preferred Units may be redeemed by the Operating Partnership, in whole or in part, at the option of the Operating Partnership at any time. The redemption price for the Preferred Units will be equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption, plus interest thereon (the "Redemption Price"). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot in a manner determined by the Company, as the general partner of the Operating Partnership, to be fair and equitable to all holders of the Preferred Units.

Pursuant to a side letter of agreement executed on July 20, 2015 made by and among the Company's Chief Executive Officer, the Company, and the Operating Partnership, upon the occurrence of certain events, the Company's Chief Executive Officer would be required to purchase, at a price per unit equal to the then-current public offering price of Class A shares of common stock of the Company (net of sales commission and the dealer manager fee), an amount of common units of limited partnership interest in the Operating Partnership (a "Common Investment") in a dollar amount equal to the amount required to allow the Operating Partnership to redeem all of the outstanding Preferred Units, including any accumulated and unpaid distributions, interest or similar additional amounts with respect thereto. The Operating Partnership would, and the Company would cause the Operating Partnership to, use all of the proceeds from a Common Investment to affect a full redemption of all outstanding Preferred Units.

As of September 30, 2015 , there were 1,371,000 Series A Cumulative Redeemable Preferred Units outstanding.

Pursuant to the terms of the purchase agreement, during the three months ended September 30, 2015, the Company, through the Operating Partnership, exercised its right to redeem approximately 80% of the outstanding Preferred Units. The Company recognized a write-off of original issuance costs of approximately $0.3 million related to the Preferred Units. (See Note 10, Subsequent Events.)

Common Equity

As of September 30, 2015 , the Company had received aggregate gross offering proceeds of approximately $206.4 million from the sale of Class A shares in the Primary Offering and the DRP. There were 20,768,696 Class A shares outstanding at September 30, 2015 , including shares issued pursuant to the DRP and stock distributions.

Distribution Reinvestment Plan

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

The Company adopted a distribution reinvestment plan ("DRP") that allows stockholders to have distributions otherwise distributable to them invested in additional shares of common stock. The plan became effective on the effective date of the Company’s Offering, July 31, 2014. No sales commission or dealer manager fee will be paid on shares sold through the DRP. The Company may amend or terminate the DRP for any reason at any time upon 10 days' prior written notice to stockholders. For the nine months ended September 30, 2015 and from the effective date of the Offering through December 31, 2014 , the Company issued 273,348 and 5,333 Class A shares, respectively, under the DRP. (See Note 10, Subsequent Events - Status of Offering , for shares issued pursuant to the DRP at filing.)

Reallocation of Shares in Public Offering

On October 1, 2015, the Company's board of directors approved ceasing the offering of shares of Class A common stock in the Offering, effective October 30, 2015, and approved the corresponding reallocation of shares in the Offering such that the Company will offer up to approximately $1.8 billion in shares of Class T common stock in the primary offering, effective November 2, 2015. Class A common stock subscriptions must be received by the Company's transfer agent, DST Systems, in good order on or prior to October 30, 2015. All funds for non-qualified accounts must be received by November 6, 2015 to be processed and all funds for qualified accounts must be received by November 30, 2015 to be processed. (See Note 10, Subsequent Events , for discussion on reallocation of shares in the Offering).

As of September 30, 2015, the Company had sold approximately $206.4 million in shares of Class A common stock in the Offering.

Share Redemption Program

The Company adopted a share redemption program that will enable stockholders to sell their stock to the Company in limited circumstances. As long as the common stock is not listed on a national securities exchange or over-the-counter market, stockholders who have held their stock for at least one year may be able to have all or a portion consisting of at least 25% of their shares of stock redeemed by the Company. The Company may redeem the shares of stock presented for redemption for cash to the extent that there are sufficient funds available to fund such redemptions. In no event shall the Company redeem more than 5.0% of the weighted average shares outstanding during the prior calendar year, and the cash available for redemption will be limited to the proceeds from the sale of shares pursuant to the Company’s DRP. Share redemption requests must be received by the Company no later than the last business day of the calendar quarter, and shares will be redeemed on the last business day of the month following such calendar quarter. The redemption price per share is expected to be the redemption rate set forth in the following table which is based upon the number of years the stock is held:



Number Years Held		Redemption Price per Share
Less than 1		No redemption allowed
1 or more but less than 2		90.0% of the price paid by the stockholder
2 or more but less than 3		95.0% of the price paid by the stockholder
3 or more but less than 4		97.5% of the price paid by the stockholder
4 or more		100.0% of the price paid by the stockholder

The redemption price per share will be reduced by the aggregate amount of net proceeds per share, if any, distributed to the stockholders prior to the repurchase date as a result of a “special distribution.” While the board of directors does not have specific criteria for determining a special distribution, the Company expects that a special distribution will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds. The redemption price per share is subject to adjustment as determined from time to time by the board of directors. As of September 30, 2015 , $ 2,647,467 in shares of Class A common stock were available for redemption. As of September 30, 2015 , we had no redemption requests. Redemption requests will be honored on the last business day of the month following the end of each quarter. Requests for redemption must be received on or prior to the end of the quarter in order for the Company to repurchase the shares as of the end of the following month. (See Note 6, Noncontrolling Interests , for discussion on the noncontrolling interests that are eligible for redemption).

As the use of the proceeds from the DRP for redemptions is outside the Company’s control, the net proceeds from the DRP are considered to be temporary equity under ASC 480-10, Distinguishing Liabilities from Equity , and are, therefore,

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

presented as common stock subject to redemption in the accompanying consolidated balance sheets. The cumulative proceeds from the DRP, net of any redemptions, will be computed at each reporting date and will be classified as temporary equity in the Company’s balance sheet. As noted above, the redemption is limited to proceeds from new permanent equity from the sale of shares pursuant to the Company’s DRP.

6. Noncontrolling Interests

Noncontrolling interests represent limited partnership interests in the Operating Partnership. The Operating Partnership issued 20,000 limited partnership units for $10 .00 per unit on February 11, 2014, to the Advisor in exchange for the initial capitalization of the Operating Partnership. As of September 30, 2015 , noncontrolling interests were approximately 0.1% of total shares outstanding, and approximately 0.2% of weighted average shares outstanding (both measures assuming limited partnership units were converted to common stock).

The Company evaluates individual noncontrolling interests for the ability to recognize the noncontrolling interest as

permanent equity on the consolidated balance sheets at the time such interests are issued and on a continual basis. Any

noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the

greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.

The limited partners of the Operating Partnership will have the right to cause the Operating Partnership to redeem their limited partnership units only after the units have been outstanding for one year. The Company may, in its sole and absolute discretion, elect to acquire the limited partnership units for cash equal to the value of an equivalent number of shares, or, purchase such limited partners' limited partnership units by generally issuing one share of common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances which could cause the Company to lose its REIT election. The limited partnership units are reported on the consolidated balance sheets as noncontrolling interests within shareholders' equity.

The following summarizes the activity for noncontrolling interests for the nine months ended September 30, 2015 and for the period February 11, 2014 (date of initial capitalization) through December 31, 2014:



	Nine Months Ended September 30, 2015			For the period February 11, 2014 (Date of Initial Capitalization) through December 31, 2014
Beginning balance	$	139,041		$	200,000
Distributions to noncontrolling interests	(8,227		)	(2,983		)
Net loss	(28,293		)	(57,976		)
Ending balance	$	102,521		$	139,041

7. Related Party Transactions

The following table summarizes the related party costs and fees incurred, paid and due to affiliates as of September 30, 2015 and December 31, 2014 :

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)



	As of December 31, 2014		Nine Months Ended September 30, 2015
	Payable		Incurred		Paid		Payable
Advisor and Property Manager fees
Acquisition fees and expenses	$	—	10,138,397		1,675,276		$	8,463,121
Operating expenses	—		478,053		136,633		341,420
Asset management fees	—		1,423,053		3,401		1,419,652
Property management fees	—		128,493		218		128,275
Organization and offering expenses
Organizational expenses	78,641		357,532		178,198		257,975
Offering expenses	306,514		2,316,926		1,071,802		1,551,638
Other costs advanced by the Advisor	448,213		3,471,511		448,746		3,470,978
Preferred units offering costs	—		375,000		—		375,000
Selling commissions	22,966		12,794,962		12,709,461		108,467
Dealer Manager fees	9,842		5,802,860		5,766,217		46,485
Total due to affiliates	$	866,176	$	37,286,787	$	21,989,952	$	16,163,011

Advisory and Dealer Manager Agreements

The Company does not expect to have any employees. The Advisor is primarily responsible for managing the business affairs and carrying out the directives of the Company’s board of directors. The Company has executed an advisory agreement with the Advisor and a dealer manager agreement with the Dealer Manager for the Offering. The agreements entitle the Advisor and the Dealer Manager to certain fees upon the provision of certain services with regard to the Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by the Advisor on the Company’s behalf and reimbursement of certain costs and expenses incurred by the Advisor in providing services to the Company.

For the three and nine months ended September 30, 2015, the advisory agreement requires, upon termination of the Offering, that any organizational and offering costs, including sales commissions and dealer manager fees, incurred above 15% of gross equity raised in the Company’s Offering and that any organizational and offering costs not including sales commissions and dealer manager fees, incurred above 3.5% of gross equity raised in the Company’s Offering shall be reimbursed to the Company. As of December 31, 2014 , organizational and offering costs had exceeded the limitations set forth by approximately $1.1 million . Therefore, if the Offering had been terminated on December 31, 2014 , based on gross offering proceeds raised, net of discounts, of $11.0 million , the Company would have been liable for organizational and offering costs incurred by the Advisor, less the amount by which the organizational and offering costs exceeded the limitations noted above. As of September 30, 2015 , organizational and offering costs did not exceed the limitations set forth above. Therefore, the Company was liable for the full amount of organizational and offering costs incurred by the Advisor. (See Note 10, Subsequent Events for an update regarding certain changes to these fees as of November 2, 2015.)

Dealer Manager Agreement

The Company executed a dealer manager agreement with the Dealer Manager, which was amended on November 25, 2014, entitling the Dealer Manager to receive a sales commission and dealer manager fee equal to 7.0% and 3.0% , respectively, of gross proceeds from Class A shares sold in the Primary Offering. The Dealer Manager has, and will continue to enter into, participating dealer agreements with certain other broker-dealers authorizing them to sell shares of the Company in the Primary Offering. Upon the sale of the Company's shares by such broker-dealers, the Dealer Manager will re-allow all of the sales commissions paid in connection with sales made by these broker-dealers. The Dealer Manager may also re-allow to these broker-dealers a portion of the 3.0% dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by the Dealer Manager, payment of attendance fees required for employees of the Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

dealers, or to defray other distribution-related expenses. (See Note 10, Subsequent Events for an update regarding certain amendments to the Dealer Manager and Participating Dealer Agreement as of November 2, 2015.)

Acquisition and Disposition Fees

For the three and nine months ended September 30, 2015, under the advisory agreement, the Advisor is entitled to receive acquisition and advisory fees equal to 2.0% of the Contract Purchase Price, as defined therein, of each property acquired by the Company, and reimbursement of actual acquisition expenses, estimated to be approximately 1.0% of the Contract Purchase Price of each property acquired by the Company. If the Advisor provides a substantial amount of service in connection with the sale of a property, the advisory agreement allows the Advisor to receive fees equal to the lesser of: (a) 2.0% of the contract sale price, or (b) 50% of the competitive real estate commission. The total disposition fees paid (including fees paid to third parties) may not exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sale price of the property. (See Note 10, Subsequent Events for an update regarding certain amendments to the Advisory Agreement as of November 2, 2015.)

Asset Management Fee

The Advisor receives an annual asset management fee for managing the Company’s assets equal to 1.0% of the Average Invested Assets, defined as the aggregate carrying value of the assets invested before reserves for depreciation. The fee will be computed based on the average of these values at the end of each month. The asset management fees are earned monthly.

Property Management Agreement

In the event that the Company contracts directly with non-affiliated third party property managers with respect to its individual properties, the Company pays the Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed, plus reimbursable costs as applicable. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining the Company's properties, as well as certain allocations of office, administrative, and supply costs. In the event that the Company contracts directly with the Property Manager with respect to a particular property, the Company pays the Property Manager aggregate property management fees of up to 3.0% , or greater if the lease so allows, of gross revenues received for management of the Company's properties, plus reimbursable costs as applicable. These property management fees may be paid or re-allowed to third party property managers. In no event will the Company pay both a property management fee to the Property Manager and an oversight fee to the Property Manager with respect to a particular property.

In addition, the Company may pay the Property Manager or its designees a leasing fee in an amount equal to the fee customarily charged by others rendering similar services in the same geographic area. The Company may also pay the Property Manager or its designees a construction management fee for planning and coordinating the construction of any tenant directed improvements for which the Company is responsible to perform pursuant to lease concessions, including tenant-paid finish-out or improvements. The Property Manager shall also be entitled to a construction management fee of 5% of the cost of improvements. In the event that the Property Manager assists with the development or redevelopment of a property, the Company may pay a separate market-based fee for such services.

Employee and Director Long-Term Incentive Plan

The Company’s board of directors adopted a long term incentive plan (“Plan”), which provides for the grant of awards to the Company's directors and full-time employees (should the Company ever have employees), directors and full-time employees of the Advisor and affiliate entities that provide services to the Company, and certain consultants that provide services to the Company, the Advisor, or affiliate entities. Awards granted under the Plan may consist of stock options, restricted stock, stock appreciation rights, distribution equivalent rights and other equity-based awards. The stock-based payment will be measured at fair value and recognized as compensation expense over the vesting period. The term of the Plan is ten years and the total number of shares of common stock reserved for issuance under the Plan will be equal to 10% of the outstanding shares of stock at any time, not to exceed 10,000,000 shares in the aggregate. As of September 30, 2015 , 2,076,870 shares were reserved for issuance under the Plan, however, no awards had been granted under the Plan.

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

Conflicts of Interest

The Sponsor, Advisor, Property Manager and their officers and certain of their key personnel and their respective affiliates currently serve as key personnel, advisors, managers and sponsors or co-sponsors to some or all of 11 other real estate programs affiliated with the Sponsor, including Griffin Capital Essential Asset REIT, Inc. ("GCEAR") and Griffin-American Healthcare REIT III, Inc. ("GAHR III"), both of which are publicly-registered, non-traded real estate investment trusts, Griffin-Benefit Street Partners BDC Corp. ("GB-BDC"), a non-traded business development company regulated under the 1940 Act, and Griffin Institutional Access Real Estate Fund ("GIREX"), a non-diversified, closed-end management investment company that is operated as an interval fund under the 1940 Act. Because these persons have competing demands on their time and resources, they may have conflicts of interest in allocating their time between the Company’s business and these other activities.

Some of the material conflicts that the Advisor, the Dealer Manager or its affiliates will face are (1) competing demand for time of the Advisor’s executive officers and other key personnel from the Sponsor and other affiliated entities; (2) determining if certain investment opportunities should be recommended to the Company or another program sponsored or co-sponsored by the Sponsor; and (3) influence of the fee structure under the advisory agreement and distribution structure of the operating partnership agreement that could result in actions not necessarily in the long-term best interest of the stockholders. The board of directors has adopted the Sponsor’s acquisition allocation policy as to the allocation of acquisition opportunities among the Company and GCEAR, which is based on the following factors:


•	the investment objectives of each program;


•	the amount of funds available to each program;


•	the financial impact of the acquisition on each program, including each program’s earnings and distribution ratios;


•	various strategic considerations that may impact the value of the investment to each program;


•	the effect of the acquisition on diversification of each program’s investments; and


•	the income tax effects of the purchase to each program.

If, after consideration of these factors, the investment opportunity is suitable for GCEAR and for the Company, then:


•	GCEAR will have priority for investment opportunities of $75 million or greater; and


•	the Company will have priority for investment opportunities of $35 million or less, until such time as the Company reaches $500 million in aggregate assets (based on contract purchase price).

In the event all acquisition allocation factors have been exhausted and an investment opportunity remains equally suitable for GCEAR and the Company, the Sponsor will offer the investment opportunity to the REIT that has had the longest period of time elapse since it was offered an investment opportunity.

If the Sponsor no longer sponsors GCEAR, then, in the event that an investment opportunity becomes available that is suitable, under all of the factors considered by the Advisor, for both the Company and one or more other entities affiliated with the Sponsor, the Sponsor has agreed to present such investment opportunities to the Company first, prior to presenting such opportunities to any other programs sponsored by or affiliated with the Sponsor. In determining whether or not an investment opportunity is suitable for more than one program, the Advisor, subject to approval by the board of directors, shall examine, among others, the following factors:


•	anticipated cash flow of the property to be acquired and the cash requirements of each program;


•	effect of the acquisition on diversification of each program’s investments;


•	policy of each program relating to leverage of properties;


•	income tax effects of the purchase to each program;


•	size of the investment; and


•	amount of funds available to each program and the length of time such funds have been available for investment.

Economic Dependency

The Company will be dependent on the Advisor and the Dealer Manager for certain services that are essential to the Company, including the sale of the Company’s shares of common stock available for issue, the identification, evaluation,

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

negotiation, purchase and disposition of properties and other investments, management of the daily operations of the Company’s real estate portfolio, and other general and administrative responsibilities. In the event that these companies are unable to provide the respective services, the Company will be required to obtain such services from other resources.

8. Commitments and Contingencies

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

9. Declaration of Distributions

During the quarter ended September 30, 2015 , the Company paid distributions in the amount of $0.00150684932 per day per share on the outstanding shares of common stock payable to stockholders of record at the close of business on each day during the period from July 1, 2015 through September 30, 2015 . Such distributions were paid on a monthly basis, on or about the first day of the month, for the month then-ended.

On September 16, 2015, the Company's board of directors declared distributions in the amount of $0.00150684932 per day per share on the outstanding shares of common stock payable to stockholders of record at the close of business on each day during the period from October 1, 2015 through December 31, 2015. Such distributions payable to each stockholder of record during a month will be paid on such date of the following month as the Company's Chief Executive Officer may determine.

10. Subsequent Events

Status of the Offering

As of November 5, 2015 , the Company has received and accepted subscriptions in the Offering for 23,867,074 Class A shares of common stock, or $237,505,083 , excluding Class A shares of common stock issued pursuant to the DRP. As of November 5, 2015, a total of $3,241,645 in distributions were reinvested pursuant to the DRP and 341,226 Class A shares of common stock were issued pursuant to the DRP.

Acquisition of Atlas Copco property

On October 1, 2015, the Company acquired a two-story, Class "A" office and research and development property consisting of 120,000 net rentable square feet located in Auburn Hills, Michigan (the "Atlas Copco property"). The Atlas Copco property is leased in its entirety to Atlas Copco Assembly Systems LLC through an assignment from Atlas Copco Tools & Assembly Systems LLC ("Atlas Copco").

The purchase price for the Atlas Copco property was approximately $17.8 million , plus closing costs. The purchase price was funded with proceeds from the Company's public offering, a draw of approximately $10.7 million pursuant to the Company's revolving credit facility, as discussed in Note 4, Debt , and $4.9 million in proceeds from the issuance of preferred equity, as discussed in Note 5, Equity .

Reallocation of Shares in Public Offering

On October 1, 2015, the Company’s board of directors approved ceasing the offering of shares of Class A common stock in the Offering, effective October 30, 2015, and approved the corresponding allocation of shares in the Offering such that the Company will offer up to approximately $1.8 billion in shares of Class T common stock in the Primary Offering, effective November 2, 2015.

Amendment to Dealer Manager Agreement and Participating Dealer Agreement

In conjunction with the reallocation of shares in the Offering, on October 9, 2015, the Company entered into Amendment No. 2 to the dealer manager agreement and participating dealer agreement (the “DMA Amendment”). Pursuant to the DMA Amendment, effective November 2, 2015, certain portions of the dealer manager agreement and participating dealer agreement are revised to remove references to shares of Class A common stock and add references to shares of Class T common stock. Pursuant to the DMA Amendment, the Dealer Manager will be entitled to receive a sales commission equal to 3.0% of gross proceeds of the Class T shares sold, and a dealer manager fee equal to 3.0% of gross proceeds of the Class T shares sold, 1.0% of which will be funded by the Company and 2.0% of which will be funded by the Advisor. In addition, the Dealer Manager will be entitled to receive a quarterly stockholder servicing fee in the aggregate amount of up to 4.0% of gross proceeds of the Class T shares sold, which stockholder servicing fee will accrue daily in an amount equal to 1/365th of 1.0% of

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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(unaudited)

the purchase price per share (or, once reported, the amount of the estimated NAV) of Class T shares sold, excluding Class T shares sold pursuant to the DRP. The Company will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Offering on the earlier of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of shares in the primary portion of the Offering (i.e., excluding proceeds from sales pursuant to the DRP); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the DRP offering) terminates; (iii) the date that such Class T share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction. The Dealer Manager may, in its discretion, re-allow up to 100% of the stockholder servicing fee to participating dealers for services that such participating dealers perform in connection with the Class T stockholders. In any instance in which the Dealer Manager does not re-allow the stockholder servicing fee to a participating dealer, the Dealer Manager will return such fee to the Company.

Amendment to Advisory Agreement

Also in conjunction with the reallocation of shares in the Offering, on November 2, 2015, the Registrant entered into Amendment No. 2 to the advisory agreement (the “AA Amendment”). Pursuant to the AA Amendment, the Advisor will pay all organizational and offering expenses, up to 1.0% of gross offering proceeds from the Offering. In addition, pursuant to the AA Amendment, acquisition fees payable to the Advisor were increased from 2.0% to 3.85% , which consists of the original 2.0% base acquisition fee and up to an additional 1.85% contingent acquisition fee (the “Contingent Acquisition Fee”). The amount of the Contingent Acquisition Fee paid upon the closing of an acquisition will be reviewed on an acquisition by acquisition basis and such payment shall not exceed the then outstanding amounts paid by the Advisor for dealer manager fees and organization and offering expenses at the time of such closing. The Advisor may waive or defer all or a portion of the acquisition fee at any time and from time to time, in the Advisor's sole discretion.

Full Redemption of Preferred Units

On October 21, 2015 (the "Redemption Date"), the Operating Partnership redeemed 801,000 Series A Cumulative Redeemable Preferred Units (the "Preferred Units") held by the Preferred Equity Investor, for an aggregate redemption price of approximately $8.0 million (the "Redemption"). After the Redemption, there were no Preferred Units outstanding, and the Preferred Investor no longer had any rights with respect to the Preferred Units. Effective on October 22, 2015, the Company has terminated the preferred investment.

AIG Loan

On October 22, 2015, six special purpose entities that are wholly-owned by the Operating Partnership, entered into promissory notes with The Variable Annuity Life Insurance Company, American General Life Insurance Company, and the United States Life Insurance Company (collectively, the "Lenders"), pursuant to which the Lenders provided such special purpose entities with a loan in the aggregate amount of approximately $127 million (the "AIG Loan").

The AIG Loan has a term of 10 years, maturing on November 1, 2025. The AIG Loan bears interest at a rate of 4.15% . The AIG Loan requires monthly payments of interest only for the first five years and fixed monthly payments of principal and interest thereafter. Commencing October 31, 2017, each of the individual promissory notes comprising the AIG Loan may be prepaid but only if such prepayment is made in full, subject to 30 days' prior notice to the holder and payment of a prepayment premium in addition to all unpaid principal and accrued interest to the date of such prepayment.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Company’s unaudited consolidated financial statements and the notes thereto contained in Part I of this Quarterly Report on Form 10-Q. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I. As used herein, “we,” “us,” and “our” refer to Griffin Capital Essential Asset REIT II, Inc.

Overview

Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "Company," "we," "us," "our"), was formed on November 20, 2013 under the Maryland General Corporation Law and intends to qualify as a real estate investment trust ("REIT"). We were organized primarily with the purpose of acquiring single tenant net lease properties that are considered essential to the occupying tenant, and expect to use a substantial amount of the net proceeds from our initial public offering to invest in these properties. We are a newly formed company and are subject to the general risks associated with a start-up enterprise, including the risk of business failure. We have no employees and are externally advised and managed by an affiliate, Griffin Capital Essential Asset Advisor II, LLC, our Advisor. Our year end is December 31.

Under our initial public offering ("Offering"), we are offering a maximum of $2,200,000,000 in shares of our common stock, initially consisting of $2,000,000,000 in shares of Class A common stock at $10.00 per share to be offered to the public in the primary public offering ("Primary Offering"), and $200,000,000 in shares of Class A common stock at $9.50 per share for sale pursuant to our distribution reinvestment plan ("DRP"). On October 1, 2015, our board of directors approved ceasing the offering of shares of Class A common stock in the Offering, effective October 30, 2015, and approved the corresponding allocation of shares in the Offering such that we will offer up to approximately $1.8 billion in shares of Class T common stock in the Primary Offering, effective November 2, 2015. See Note 10, Subsequent Events .

On July 31, 2014, the Securities and Exchange Commission (“SEC”) declared our registration statement effective and on September 23, 2014, we reached the minimum offering amount of $2.0 million in sales of shares as a result of a $2.0 million investment by a private investment program affiliated with our sponsor, and commenced operations at such point. On September 17, 2014, our board of directors declared distributions, and on October 1, 2014, we began paying distributions accruing from September 23, 2014, the date we commenced operations.

On July 27, 2015, our board of directors declared a stock distribution in the amount of 0.000013699 shares of stock per day on the outstanding share of common stock payable to stockholders of record at the close of business each day of the period commencing on July 27, 2015 through September 30, 2015. We issued 16,485 shares in connection with stock distributions through September 30, 2015.

As of September 30, 2015 , we had issued 20,473,530 shares of our Class A common stock for gross proceeds of approximately $ 203.7 million , excluding shares of our Class A common stock issued pursuant to the DRP and stock distributions. As of September 30, 2015 , we had issued 278,681 shares of Class A common stock pursuant to the DRP and issued 16,485 shares as of Class A common stock pursuant to stock distributions.

Reallocation of Shares in Public Offering

On October 1, 2015, our board of directors approved ceasing the offering of shares of Class A common stock in the Offering, effective October 30, 2015, and approved the corresponding allocation of shares in the Offering such that we will offer up to approximately $1.8 billion in shares of Class T common stock in the Primary Offering, effective November 2, 2015. Class A common stock subscriptions must be received by our transfer agent, DST Systems, in good order on or prior to October 30, 2015. All funds for non-qualified accounts must be received by November 6, 2015 to be processed and all funds for qualified accounts must be received by November 30, 2015 to be processed.

As of September 30, 2015, we sold approximately $206.4 million in shares of Class A common stock in the Offering, including shares sold pursuant to the DRP.

As of September 30, 2015 , we owned 14 properties (18 buildings) ^(4)(5)(6) , as shown in the table below, encompassing approximately 3.1 million square feet:



Property	Location	Tenant/Major Lessee	Acquisition Date	Purchase Price		Square Feet	% Leased by Major Lessee ⁽²⁾	% Leased	Property Type	Year of Lease Expiration (for Major Lessee)	2015 Annualized Net Rent ⁽³⁾
Owens Corning	Concord, NC	Owens Corning Sales, LLC	3/9/2015	$	5,500,000	61,200	100%	100%	Industrial	2024	$	357,179
Westgate II	Houston, TX	Wood Group Mustang, Inc.	4/1/2015	57,000,000		186,300	100%	100%	Office	2024	3,854,299
Administrative Office of Pennsylvania Courts	Mechanicsburg, PA	Administrative Office of Pennsylvania Courts	4/22/2015	10,115,000		56,600	100%	100%	Office	2024	756,154
American Express Center ⁽¹⁾⁽⁴⁾	Phoenix, AZ	American Express Travel Related Services Company, Inc.	5/11/2015	91,500,000		513,400	100%	100%	Data Center/Office	2023	5,862,676
MGM Corporate Center ⁽¹⁾⁽⁵⁾	Las Vegas, NV	MGM Resorts International	5/27/2015	30,300,000		168,300	99%	100%	Office	2024	1,901,785
American Showa	Columbus, OH	American Showa, Inc.	5/28/2015	17,200,000		304,600	100%	100%	Industrial	2025	1,030,479
Huntington Ingalls ⁽¹⁾⁽⁶⁾	Hampton, VA	Huntington Ingalls Incorporated	6/26/2015	34,300,000		515,500	100%	100%	Industrial	2027	2,232,054
Wyndham	Parsippany, NJ	Wyndham Worldwide Operations	6/26/2015	81,400,000		203,500	100%	100%	Office	2029	5,101,217
Exel	Groveport, OH	Exel, Inc.	6/30/2015	15,946,200		312,000	100%	100%	Distribution Center	2022	1,128,721
Morpho Detection	Andover, MA	Morpho Detection LLC	7/1/2015	11,500,000		64,200	100%	100%	Office	2027	745,068
FedEx Freight	West Jefferson, OH	FedEx Freight, Inc.	7/22/2015	28,000,000		160,400	100%	100%	Industrial	2024	1,860,914
Aetna	Tuscon, AZ	Aetna Life Insurance Co.	7/29/2015	21,700,000		100,300	100%	100%	Office	2025	1,511,615
Bank of America I	Simi Valley, CA	Bank of America	8/14/2015	28,400,000		206,900	100%	100%	Office	2020	2,357,819
Bank of America II	Simi Valley, CA	Bank of America	8/14/2015	28,600,000		273,200	100%	100%	Office	2020	2,770,664
Total				$	461,461,200	3,126,400					$	31,470,644


(1)	Multi-building property acquisitions are considered one property for portfolio purposes.


(2)	The portfolio is 100% occupied and leased.

(3)


(4)	The American Express Center property consists of two buildings.


(5)	The MGM Corporate Center property consists of three buildings.


(6)	The Huntington Ingalls property consists of two buildings.

Summary of Significant Accounting Policies

We have established accounting policies which conform to generally accepted accounting principles in the United States (“GAAP”) as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification . The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different estimates would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe the accounting policies listed below are the most critical in the preparation of our consolidated financial statements. These policies are described in greater detail in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to the consolidated financial statements:


•	Real Estate - Purchase Price Allocation and Depreciation;


•	Impairment of Real Estate and Related Intangible Assets and Liabilities;


•	Revenue Recognition;


•	Organizational and Offering Costs- Related-party transactions;


•	Noncontrolling Interests in Consolidated Subsidiaries;


•	Fair Value Measurements; and


•	Income Taxes- REIT qualification.

Recently Issued Accounting Pronouncements

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies , to the consolidated financial statements.

Results of Operations

Overview

On September 23, 2014, we satisfied our minimum offering requirement and commenced operations. As of September 30, 2015 , our portfolio consisted of 14 properties (18 buildings) encompassing approximately 3.1 million square feet with an acquisition value of $461.5 million and annualized net rent of approximately $31.5 million (for the 12-month period subsequent to September 30, 2015 ).

There is no basis of comparison during the periods presented as we had no properties for the same periods presented in 2014. Additionally, our results of operations for the periods presented are not indicative of those expected in future periods as we expect all the components of our operating results noted below to increase in future periods as we acquire additional real estate assets.

Operating Results for the Three and Nine Months Ended September 30, 2015

Rental Income

Rental income for the three and nine months ended September 30, 2015 , which is based on the contractual lease payments pursuant to the lease agreement, was approximately $8.5 million and $11.7 million , respectively, consisting of base rental income ($7.3 million and $9.8 million, respectively), adjustment to straight-line contractual rent ($0.6 million and $0.8 million, respectively), and amortization of in-place lease amortization ($0.5 million and $1.1 million, respectively).

Property Expense Recoveries

Property expense recoveries represent the reimbursement of certain property operating expenses by the tenant pursuant to the terms of the lease agreement. For the three and nine months ended September 30, 2015 , property expense recoveries, collected from seven tenants, were approximately $1.2 million and $1.6 million , respectively, consisting of recovery of property tax expenses ($0.8 million and $1.1 million, respectively) and recovery of operating expenses ($0.4 million and $0.5 million, respectively).

Management Fees (Asset and Property)

Asset Management and Property Management fees are paid to certain affiliates based on asset value and gross collected rents, respectively. For the three and nine months ended September 30, 2015 aggregate management fees were approximately $1.2 million and $1.6 million , respectively.

Property Operating Expense and Property Tax Expense

Property expenses for the three and nine months ended September 30, 2015 were approximately $1.5 million and $1.9 million respectively, consisting of property operating expenses and property taxes. Property operating expenses include insurance, repairs and maintenance, security, janitorial, landscaping and other administrative expenses incurred to operate our properties.

Acquisition Fees and Expenses

Real estate acquisition fees and expenses to non-affiliates, consisting primarily of legal costs and title and escrow fees, for the three and nine months ended September 30, 2015 were approximately $0.6 million and $2.9 million , respectively, as a result of acquisitions made during the respective periods. Real estate acquisition fees and expenses to affiliates for the three and nine months ended September 30, 2015 were approximately $2.6 million and $10.1 million, respectively, related to the acquisition fees and expense reimbursement earned by our Advisor for the acquisitions made during the respective periods. Approximately $0.5 million of affiliated acquisition fees and acquisition expense reimbursements were capitalized and allocated between land and building related to the acquisition of the Aetna property. In addition, the Company incurred approximately $0.1 million in third-party acquisition expenses that were capitalized as of September 30, 2015. The property was acquired in a sale-leaseback transaction and accounted for as an asset acquisition. The remaining acquisition fees and acquisition expense reimbursement were expensed in the period incurred, which is required pursuant to ASC 805-10, Business Combinations.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2015 were approximately $0.7 million , consisting primarily of organizational costs associated with the public offering ($0.1 million), Advisor overhead allocation ($0.2 million), directors' and officers' liability insurance and board of directors fees ($0.1 million, in total), professional and legal fees ($0.3 million), and transfer agent fees ($0.1 million).

General and administrative expenses for the nine months ended September 30, 2015 were approximately $1.8 million , consisting primarily of organizational costs associated with the public offering ($0.4 million), Advisor overhead allocation ($0.5 million, which allocation began in the first quarter of 2015), directors' and officers' liability insurance and board of directors fees ($0.3 million, in total), professional and legal fees ($0.4 million), and transfer agent fees ($0.1 million). The $0.4 million of organizational costs incurred during the nine months ended September 30, 2015 were primarily funded by our sponsor on behalf of the Advisor. (See Note 7, Related Party Transactions.)

Depreciation and Amortization Expense

Depreciation and amortization expense for the three and nine months ended September 30, 2015 was approximately $4.8 million and $6.6 million , respectively. Depreciation expense consists of depreciation of buildings ( $2.0 million and $2.7

million , respectively). Amortization expense consists of the amortization of the property acquisition value allocated to tenant origination and absorption costs ( $2.8 million and $4.0 million , respectively).

Interest Expense

Interest expense for the three months ended September 30, 2015 was approximately $1.5 million, consisting primarily of interest expense related to the Revolving Credit Facility ($1.3 million), including the Revolving Credit Facility unused commitment fee, and deferred financing costs amortization ( $0.1 million ).

Interest expense for the nine months ended September 30, 2015 was approximately $2.3 million, consisting primarily of interest expense related to draws from the Revolving Credit Facility ($1.7 million), the Revolving Credit Facility unused commitment fee ($0.3 million), and deferred financing costs amortization ( $0.3 million ).

Inflation

The real estate market has not been affected significantly by inflation in the past several years due to the relatively low inflation rate. However, in the event inflation does become a factor, we expect that our leases typically will not include provisions that would protect us from the impact of inflation. We will attempt to acquire properties with leases that require the tenants to pay, directly or indirectly, all operating expenses and certain capital expenditures, which will protect us from increases in certain expenses, including, but not limited to, material and labor costs. In addition, we will attempt to acquire properties with leases that include rental rate increases, which will act as a potential hedge against inflation.

Funds from Operations and Modified Funds from Operations to Common Stockholders

Our management believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient. Additionally, publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation. While other start-up entities may also experience significant acquisition activity during their initial years, we believe that non-listed REITs are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases.

In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“NAREIT”) promulgated a measure known as funds from operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, adding back asset impairment write-downs, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships, joint ventures and preferred distributions. Because FFO calculations exclude such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do, making comparisons less meaningful.

The Investment Program Association (“IPA”) issued Practice Guideline 2010-01 (the “IPA MFFO Guideline”) on November 2, 2010, which extended financial measures to include modified funds from operations (“MFFO”). In computing MFFO, FFO is adjusted for certain non-operating cash items such as acquisition fees and expenses and certain non-cash items such as straight-line rent, amortization of in-place lease valuations, amortization of discounts and premiums on debt investments, nonrecurring impairments of real estate-related investments, mark-to-market adjustments included in net income (loss), and nonrecurring gains or losses included in net income (loss) 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, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis.

Management is responsible for managing interest rate, hedge and foreign exchange risk. To achieve our objectives, we may borrow at fixed rates or variable rates. In order to mitigate our interest rate risk on certain financial instruments, if any, we may enter into interest rate cap agreements or other hedge instruments and in order to mitigate our risk to foreign currency exposure, if any, we may enter into foreign currency hedges. We view fair value adjustments of derivatives, impairment charges and gains and losses from dispositions of assets as non-recurring items or items which are unrealized and may not ultimately be realized, and which are not reflective of on-going operations and are therefore typically adjusted for when assessing operating performance.

Additionally, we believe it is appropriate to disregard impairment charges, as this is a fair value adjustment that is largely based on market fluctuations, assessments regarding general market conditions, and the specific performance of properties owned, which can change over time. No less frequently than annually, we evaluate events and changes in circumstances that could indicate that the carrying amounts of real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present, we assess whether the carrying value of the assets will be recovered through the future undiscounted operating cash flows (including net rental and lease revenues, net proceeds on the sale of the property, and any other ancillary cash flows at a property or group level under GAAP) expected from the use of the assets and the eventual disposition. 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 MFFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges through operational net revenues or cash flows prior to any liquidity event.

We adopted the IPA MFFO Guideline as management believes that MFFO is a beneficial indicator of our on-going portfolio performance and ability to sustain our current distribution level. More specifically, MFFO isolates the financial results of the REIT’s operations. MFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, MFFO for the period presented may not be indicative of future results or our future ability to pay our dividends. By providing FFO and MFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities. MFFO also allows for a comparison of the performance of our portfolio with other REITs that are not currently engaging in acquisitions, as well as a comparison of our performance with that of other non-traded REITs, as MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes. As explained below, management’s evaluation of our operating performance excludes items considered in the calculation of MFFO based on the following economic considerations:

•

Straight-line rent. Most of our leases provide for periodic minimum rent payment increases throughout the term of the lease. In accordance with GAAP, these contractual periodic minimum rent payment increases during the term of a lease are recorded to rental revenue on a straight-line basis in order to reconcile the difference between accrual and cash basis accounting. As straight-line rent is a GAAP non-cash adjustment and is included in historical earnings, FFO is adjusted for the effect of straight-line rent to arrive at MFFO as a means of determining operating results of our portfolio.

•

Amortization of in-place lease valuation. Acquired in-place leases are valued as above-market or below-market as of the date of acquisition based on the present value of the difference between (a) the contractual amounts to be paid pursuant to the in-place leases and (b) management's estimate of fair market lease rates for the corresponding in-place leases over a period equal to the remaining non-cancelable term of the lease for above-market leases. The above-market and below-market lease values are capitalized as intangible lease assets or liabilities and amortized as

an adjustment to rental income over the remaining terms of the respective leases. As amortization of in-place lease valuation is a non-cash adjustment and is included in historical earnings, FFO is adjusted for the effect of the amortization to arrive at MFFO as a means of determining operating results of our portfolio.

•

Acquisition-related costs. We were organized primarily with the purpose of acquiring or investing in income-producing real property in order to generate operational income and cash flow that will allow us to provide regular cash distributions to our stockholders. In the process, we incur non-reimbursable affiliated and non-affiliated acquisition-related costs, which in accordance with GAAP, are expensed as incurred and are included in the determination of income (loss) from operations and net income (loss), for property acquisitions accounted for as a business combination. These costs have been and will continue to be funded with cash proceeds from our Primary Offering or included as a component of the amount borrowed to acquire such real estate. If we acquire a property after all offering proceeds from our Primary Offering have been invested, there will not be any offering proceeds to pay the corresponding acquisition-related costs. Accordingly, unless our Advisor determines to waive the payment of any then-outstanding acquisition-related costs otherwise payable to our Advisor, such costs will be paid from additional debt, operational earnings or cash flow, net proceeds from the sale of properties, or ancillary cash flows. In evaluating the performance of our portfolio over time, management employs business models and analyses that differentiate the costs to acquire investments from the investments’ revenues and expenses. Acquisition-related costs may negatively affect our operating results, cash flows from operating activities and cash available to fund distributions during periods in which properties are acquired, as the proceeds to fund these costs would otherwise be invested in other real estate related assets. By excluding acquisition-related costs, MFFO may not provide an accurate indicator of our operating performance during periods in which acquisitions are made. However, it can provide an indication of our on-going ability to generate cash flow from operations and continue as a going concern after we cease to acquire properties on a frequent and regular basis, which can be compared to the MFFO of other non-listed REITs that have completed their acquisition activity and have similar operating characteristics to ours. Management believes that excluding these costs from MFFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management.

•

Preferred units redemption premium. Preferred units were issued as a partial source of capital to acquire properties. As a term of the purchase agreement, we paid issuance costs to the investor that were capitalized as a component of equity on the consolidated balance sheets. In conjunction with the redemption, GAAP requires us to write off the issuance costs on a proportional basis of the redeemed preferred units to the total amount of preferred units issued. The write off of the issuance costs would be reflected on the statement of operations as a loss due to preferred unit redemptions. Management believes the loss, similar to the extinguishment of debt, is considered an isolated event not associated with our continuing operations, and therefore, deems it an exclusion from MFFO.

For all of these reasons, we believe the non-GAAP measures of FFO and MFFO, in addition to income (loss) from operations, net income (loss) and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. However, a material limitation associated with FFO and MFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and MFFO. Additionally, MFFO has limitations as a performance measure in an offering such as ours where the price of a share of common stock is a stated value. The use of MFFO as a measure of long-term operating performance on value is also limited if we do not continue to operate under our current business plan as noted above. MFFO is useful in assisting management and investors in assessing our on-going ability to generate cash flow from operations and continue as a going concern in future operating periods, and in particular, after the offering and acquisition stages are complete and NAV is disclosed. However, FFO and MFFO are not useful measures in evaluating NAV because impairments are taken into account in determining NAV but not in determining FFO and MFFO. Therefore, FFO and MFFO should not be viewed as a more prominent measure of performance than income (loss) from operations, net income (loss) or to cash flows from operating activities and each should be reviewed in connection with GAAP measurements.

Neither the SEC, NAREIT, nor any other applicable regulatory body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate MFFO and its use as a non-GAAP performance measure. In the future, the SEC or NAREIT may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure.

Our calculation of FFO and MFFO to common stockholders is presented in the following table for the three and nine months ended September 30, 2015 :




	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Net loss	$	(2,638,219	)	$	(13,462,515	)
Adjustments:
Depreciation of building and improvements	1,979,152			2,692,042
Amortization of leasing costs and intangibles	2,788,182			3,952,615
FFO/(FFO deficit)	$	2,129,115		$	(6,817,858	)
Distributions to redeemable preferred unit holders	(345,009		)	(366,202		)
Distributions to noncontrolling interests	(2,772		)	(8,227		)
Preferred units redemption premium	(279,740		)	(279,740		)
FFO/(FFO deficit), adjusted for noncontrolling interest distributions	$	1,501,594		$	(7,472,027	)
Reconciliation of FFO to MFFO:
Adjusted FFO/(FFO deficit)	1,501,594			(7,472,027		)
Adjustments:
Acquisition fees and expenses to non-affiliates	587,499			2,865,687
Acquisition fees and expenses to affiliates	2,128,671			9,649,739
Revenues in excess of cash received (straight-line rents)	(620,151		)	(786,042		)
Amortization of above/(below) market rent	(529,582		)	(1,091,830		)
Preferred units redemption premium	279,740			279,740
MFFO to common stockholders	$	3,347,771		$	3,445,267

Liquidity and Capital Resources

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness and other investments. Generally, cash needs for items, other than property acquisitions, will be met from operations and proceeds received from offerings. However, there may be a delay between the sale of our shares and our purchase of properties that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. Our Advisor will evaluate potential property acquisitions and engage in negotiations with sellers on our behalf. After a purchase contract is executed that contains specific terms, the property will not be purchased until the successful completion of due diligence, which includes review of the title insurance commitment, an appraisal and an environmental analysis. In some instances, the proposed acquisition will require the negotiation of final binding agreements, which may include financing documents. During this period, we may decide to temporarily invest any unused proceeds from the offering in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make distributions.

Revolving Credit Facility

On December 12, 2014, we, through our operating partnership, entered into a revolving credit agreement (the “Revolving Credit Facility”) co-led by KeyBank, as administrative agent, and JPMorgan Chase Bank, as syndication agent, along with a syndicate of lenders. Pursuant to the Revolving Credit Facility, we were provided with an initial commitment of $250.0 million, which commitment may be increased under certain circumstances up to a maximum total commitment of $1.25 billion. The Revolving Credit Facility has an initial term of four years, maturing on December 12, 2018, and may be extended for a one-year period if certain conditions are met. Availability under the Revolving Credit Facility is limited to the lesser of a (i) a specified leverage ratio applied to acquisition value of the property, as provided for in the first amendment to the Revolving Credit Facility agreement; or (ii) debt service coverage ratio ("DSCR") calculation, all as set forth in the credit agreement related to the Revolving Credit Facility.

The Revolving Credit Facility is initially secured by a pledge of 100% of the ownership interests in each special purpose entity which owns a pool property. Upon the occurrence of certain conditions set forth in the credit agreement, the security for the Revolving Credit Facility will be released, at our request, provided there is no event of default then existing, and the facility will then be deemed an unsecured revolver.

On August 11, 2015, we entered into an Increase Agreement to exercise our right under the credit agreement to increase our total commitments from $250.0 million to $410.0 million . In addition, we entered into a Joinder Agreement adding one additional lender. No other participants joined the syndicate and no other terms to the Revolving Credit Agreement were changed.

As of September 30, 2015 , there was $275.4 million outstanding pursuant to the Revolving Credit Facility. (See Note 10, Subsequent Events - Funds Outstanding Pursuant to the Revolving Credit Facility .)

Preferred Equity

On June 24, 2015, we and our Operating Partnership entered into a purchase agreement with a private fund affiliated with our sponsor (the "Preferred Equity Investor") pursuant to which the Preferred Equity Investor agreed to provide up to an aggregate of $150 million of preferred equity investment (the "Preferred Equity Investment") in exchange for up to 15 million preferred units of limited partnership interest in our Operating Partnership ("Preferred Units"); provided, however, that the amount of the Preferred Units outstanding at any time may not exceed $50 million in value and provided further, that no Preferred Units may be issued after December 24, 2015.

Pursuant to a side letter of agreement executed on July 20, 2015 made by and among our Chief Executive Officer, us, and our Operating Partnership, upon the occurrence of certain events, our Chief Executive Officer would be required to purchase, at a price per unit equal to the then-current public offering price of Class A shares of our common stock (net of sales commission and the dealer manager fee), an amount of common units of limited partnership interest in our Operating Partnership (a "Common Investment") in a dollar amount equal to the amount required to allow our Operating Partnership to redeem all of the outstanding Preferred Units, including any accumulated and unpaid distributions, interest or similar additional amounts with respect thereto. Our Operating Partnership would, and we would cause our Operating Partnership to, use all of the proceeds from a Common Investment to affect a full redemption of all outstanding Preferred Units.

As of September 30, 2015 , there were 1,371,000 Series A Cumulative Redeemable Preferred Units outstanding.

On October 20, 2015, we redeemed all remaining Series A Cumulative Redeemable Preferred Units outstanding pursuant to the purchase agreement. On October 22, 2015, in conjunction with the redemption of the remaining Series A Cumulative Redeemable Preferred Units outstanding, the Private Equity Investor's rights with respect to the Preferred Equity Investment and side letter were terminated.

Other Potential Future Sources of Capital

Potential future sources of capital include proceeds from our public offering, proceeds from secured or unsecured financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. To the extent we are not able to secure additional financing in the form of a credit facility or other third party source of liquidity, we will be heavily dependent upon the proceeds of our public offering and income from operations in order to meet our long-term liquidity requirements and to fund our distributions.

Short-Term Liquidity and Capital Resources

We expect to meet our short-term operating liquidity requirements from advances from our Advisor and its affiliates, proceeds received in the Offering, and operating cash flows generated from our properties and other properties we acquire in the future. Any advances from our Advisor will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in the “Management Compensation” section of our prospectus.

Our cash and cash equivalent balances increased by approximately $3.4 million during the nine months ended September 30, 2015 and were used in or provided by the following:

Operating Activities . Cash flows provided by operating activities are primarily dependent on the occupancy level, the rental rates of our leases, the collectability of rent and recovery of operating expenses from our tenants, and the timing of acquisitions. During the nine months ended September 30, 2015 , we received approximately $4.2 million of net cash from operating activities. The net loss of $13.5 million in the current period is substantially offset by the following:

• $5.1 million in non-cash adjustments related to depreciation, amortization, and deferred rent; and


•	$12.6 million in cash provided by working capital, which is substantially a result of the deferral of fee reimbursements due to our Advisor of $10.1 million.

Investing Activities. During the nine months ended September 30, 2015 , we used $460.5 million in cash for investing activities for the acquisition of fourteen properties in the current period.

Financing Activities. During the nine months ended September 30, 2015 , we received approximately $459.7 million in cash from financing activities primarily as a result of the following:

• $275.4 million in cash provided by borrowings from the Revolving Credit Facility;

• $173.1 million in cash provided by the issuance of common stock, net of discounts and offering costs;

• $68.4 million in cash provided by the issuance of Preferred Units; less

• $54.7 million in cash used for redemption of Preferred Units; and


•	$1.4 million in cash used for distribution payments made to common stockholders, noncontrolling interests and Preferred Equity Investor.

Distributions and Our Distribution Policy

Distributions will be paid to our stockholders as of the record date selected by our board of directors. We expect to continue to pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. We expect to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:


•	the amount of time required for us to invest the funds received in the Offering;


•	our operating and interest expenses;


•	the amount of distributions or dividends received by us from our indirect real estate investments, if applicable;


•	our ability to keep our properties occupied;


•	our ability to maintain or increase rental rates;


•	tenant improvements, capital expenditures and reserves for such expenditures;


•	the issuance of additional shares; and


•	financings and refinancings.

Distributions may be funded with operating cash flow, offering proceeds raised in our public offering, or a combination thereof. For the nine months ended September 30, 2015, we funded 62% of our cash distributions from cash flow provided by operating activities and 38% from offering proceeds. For the period from commencing operations on September 23, 2014, through year ended December 31, 2014, our distributions were funded from offering proceeds as opposed to operating cash flows, since we had not yet acquired properties as of December 31, 2014. 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 distributions declared, distributions paid, and cash flow (used)/provided in operating activities during the nine months ended September 30, 2015 :



						Distributions Paid ⁽³⁾
Period	Distributions Declared ⁽¹⁾			Distributions Declared Per Share ^{(1) (2)}		Cash ⁽⁴⁾		Reinvested		Total		Cash Flow (Used in)/Provided by Operating Activities
First Quarter 2015	$	410,830		$	0.13	$	90,589	$	240,589	$	331,178	$	(549,800	)
Second Quarter 2015	$	1,504,067		$	0.14	$	434,585	$	912,058	$	1,346,643	$	(1,955,823	)
Third Quarter 2015	$	2,757,105	⁽⁵⁾	$	0.14	$	861,262	$	1,444,154	$	2,305,416	$	6,734,141

(1)

Distributions for the period from January 1, 2015 through September 30, 2015 were based on daily record dates and were calculated at a rate of $0.00150684932 per day per share. On July 27, 2015, our board of directors declared a stock distribution in the amount of 0.000013699 shares of stock per day on the outstanding share of common stock payable to stockholders of record at the close of business each day of the period commencing on July 27, 2015 through September 30, 2015. The table above does not include stock distributions as the amounts have no cash impact.


(2)	Assumes shares were issued and outstanding each day during the period presented.


(3)	Distributions are paid on a monthly basis. Distributions for all record dates of a given month are paid on or about the first business day of the following month.


(4)	Includes distributions paid to noncontrolling interests and preferred unit holders.


(5)	Includes distributions declared for preferred unit holders.

Contractual Commitments and Contingencies

The following is a summary of our contractual obligations as of September 30, 2015 :



	Payments Due During the Years Ending December 31,
	Total		2015		2016-2017		2018-2019		Thereafter
Outstanding debt obligations ⁽¹⁾	$	275,400,000	$	—	$	—	$	275,400,000	$	—
Interest on outstanding debt obligations ⁽²⁾	30,055,457		1,304,461		13,700,768		15,050,228		—
Total	$	305,455,457	$	1,304,461	$	13,700,768	$	290,450,228	$	—


(1)	Amount relates to principal payments for the outstanding balance on the Revolving Credit Facility at September 30, 2015 . The Revolving Credit Facility is due on December 12, 2019, assuming the one-year extension is exercised.


(2)	Projected interest payments are based on the outstanding principal amounts under the Revolving Credit Facility at September 30, 2015 . Projected interest payments are based on the interest rate in effect at September 30, 2015 .

Off-Balance Sheet Arrangements

As of September 30, 2015 , we had no off-balance sheet transactions, nor do we currently have any such arrangements or obligations.

Subsequent Events

See Note 10, Subsequent Events , to the consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

In the future, we may be exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs while taking into account variable interest rate risk. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into additional derivative financial instruments such as interest rate swaps and caps in order to further mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

As of September 30, 2015 , our debt consisted of the Revolving Credit Facility with $275.4 million outstanding.

Revolving Credit Facility

On December 12, 2014, we, through our operating partnership, entered into the Revolving Credit Facility, with an initial commitment of $250.0 million, which commitment may be increased under certain circumstances up to a maximum total commitment of $1.25 billion.

The Revolving Credit Facility has an interest rate, as provided in the credit agreement, based on the consolidated leverage ratio reported with the quarterly compliance certificate and is calculated based on the LIBO Rate plus the applicable LIBO Rate margin or Base Rate plus the applicable base rate margin. The Base Rate is calculated as the greater of (i) the KeyBank Prime rate or (ii) the Federal Funds rate plus 0.50%. Payments under the Revolving Credit Facility are interest only and are due on the first day of each quarter. An increase in the LIBO Rate may have an impact on our future earnings or cash flows as the current interest rate on the Revolving Credit Facility is tied to this index. If the LIBO Rate increased by 1.00%, the interest expense on the Revolving Credit Facility would have potentially increased by approximately $0.8 million for the nine months ended September 30, 2015 .

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During June 2015, we entered into two interest rate cap agreements with a total notional amount of $150.0 million to hedge against an increase in the LIBO Rate in excess of 1.00%. Both interest rate caps expire on December 31, 2015.

Preferred Equity

In connection with the investment in the Preferred Units of our Operating Partnership, the Preferred Equity Investor was entitled to monthly distributions, payable in arrears, at varying rates in an amount equal to: (a) in the case of the period from the date of issuance to but excluding December 24, 2015, the LIBOR Rate plus 4.50% per annum of $10.00 per unit; and (b) thereafter, the LIBOR Rate plus 6.50% per annum of $10.00 per unit.

If the LIBO Rate increased by 1.00%, the distribution payments on the Preferred Units would have potentially increased by approximately $0.1 million for the nine months ended September 30, 2015 .

In addition to changes in interest rates, the value of our future investments is 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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, with the participation of our principal executive and principal financial officers, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2015 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

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014 other than the additional disclosure of the risk factors listed below.

The Preferred Units rank senior to all classes or series of partnership interest in our operating partnership. Unless and until the Preferred Units are redeemed, certain rights of the holders of Preferred Units will be senior to the rights of our common stockholders, including the rights to distributions, which could have a negative impact on our ability to pay distributions to stockholders.

The Preferred Units rank senior to all common stockholders or common series of partnership units in our operating partnership, and therefore, certain rights of holders of Preferred Units are senior to those of our common stockholders. Furthermore, distributions on the Preferred Units are cumulative and are declared and payable monthly. We are obligated to pay the Preferred Investor its current distributions and any accumulated distributions prior to any distributions being paid to our common stockholders and, therefore, any cash available for distribution will be used first to pay distributions to the Preferred Investor. The Preferred Investor also has a liquidation preference in the event of our involuntary liquidation, dissolution or winding up of the affairs of our operating partnership (a "liquidation") which could negatively affect any payments to our common stockholders in the event of a liquidation. In addition, our operating partnership’s right to redeem the Preferred Units at any time could have a negative effect on our ability to operate profitably and our ability to pay distributions to stockholders.

Our Chief Executive Officer and Chairman of our Board of Directors is a controlling person of an entity that has purchased, and may continue to purchase, common stock in this offering, and therefore may face conflicts with regard to his fiduciary duties to us and that entity related to that entity making investments in or redeeming our common stock.

Our Chief Executive Officer is a controlling person of an entity that has purchased shares of our common stock. Our Chief Executive Officer owes fiduciary duties to that entity and its security holders that may conflict with the fiduciary duties he owes to us and our stockholders. Our Chief Executive Officer may also make decisions on behalf of that entity related to investments in and redemptions of our common stock, which may result in that entity making an investment in or disposition of our common stock which may be to the detriment of our stockholders.

Further, because such entity holds investments in other entities sponsored by our sponsor, the interests of such entity and its security holders may not be aligned with our interests or those of our stockholders.

In addition, our ability to redeem shares pursuant to our share redemption program is subject to certain limitations, including a limitation on the number of shares we may redeem during each quarter. If that entity should elect to redeem shares in a given quarter, or if any single stockholder who owns a significant number of shares of our common stock elects to redeem shares in a given quarter, the limitations on redemption contained in our share redemption program may be met or exceeded. As described further in Note 5, Equity - Share Redemption Program , if we are unable to purchase all the shares presented for redemption in a quarter, we will attempt to honor redemption requests on a pro rata basis, and will treat the unsatisfied portion of your redemption request as a request for redemption the following quarter. Please see Note 5, Equity - Share Redemption Program , for a detailed discussion of the restrictions and limitations of our share redemption program.

We have paid, and may continue to pay distributions from sources other than cash flow from operations, including out of net proceeds from this offering; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders' overall return may be reduced.

In the event we do not have enough cash from operations to fund our distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from this offering. We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies, and we may use an unlimited amount from any source to pay our distributions. For the nine months ended September 30, 2015, we funded 62% of our cash distributions from cash flow provided by operating activities and 38% from offering proceeds. For the period from commencing operations on September 23, 2014, through year ended December 31, 2014, our distributions were funded from offering

proceeds as opposed to operating cash flows, since we had not yet acquired properties as of December 31, 2014. If we continue to pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders' overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder's basis in our stock may be reduced and, to the extent distributions exceed a stockholder's basis, the stockholder may recognize a capital gain. See the "Description of Shares - Distribution Policy" section of our prospectus.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) We registered $2,200,000,000 in shares of our common stock in our current Offering (SEC File No. 333-194280, effective July 31, 2014, consisting of $2,000,000,000 in shares of Class A common stock at an offering price of $10.00 per share to be offered to the public in our Primary Offering, and $200,000,000 in shares of Class A common stock at a price of $9.50 per share to be offered pursuant to our DRP.

As of September 30, 2015 , we had received aggregate gross proceeds from our Offering (excluding DRP and share distributions) of $203.7 million from the sale of 20,473,530 shares of our Class A common stock and $ 2.6 million from the issuance of 278,681 shares of our Class A common stock pursuant to the DRP. Our equity raise as of September 30, 2015 resulted in the following:



Common shares issued in our Offering	20,473,530
Common shares issued in our Offering pursuant to the DRP	278,681
Total common shares	20,752,211
Gross proceeds from our Offering	$	203,708,070
Gross proceeds from our Offering from shares issued pursuant to our DRP	2,647,467
Total gross proceeds from our Offering	$	206,355,537
Selling commissions and Dealer Manager fees incurred	(19,446,201		)
Reimbursement of O&O costs paid to our Advisor	(1,250,000		)
Net proceeds from our Offering	$	185,659,336
Reimbursement of O&O costs owed to our Advisor	(1,809,613		)
Net proceeds from our Offering, adjusted for O&O costs owed to our Advisor	$	183,849,723

The net offering proceeds raised in the Offering were primarily used to fund:


•	Acquisition of real property of $106.5 million;


•	Reimbursement of earnest money deposits for property acquisitions assigned to us of $13.5 million;


•	Redemption of preferred units of $54.7 million;


•	Closing costs related to the Revolving Credit Facility of $2.8 million;


•	Acquisition fees and expense reimbursement paid to our Advisor of $1.7 million; and


•	Other company and business obligations, including, but not limited to, the payment of a portion of cash distributions to stockholders of $1.4 million.

The balance of the net offering proceeds are held in cash for future real estate acquisitions and other obligations we incur. (See Note 2, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements contained in this report.)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The exhibits required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by reference herein.

EXHIBIT INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the period ended September 30, 2015 (and are numbered in accordance with Item 601 of Regulation S-K).

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Exhibit No.		Description
3.1		First Articles of Amendment and Restatement of Griffin Capital Essential Asset REIT II, Inc., incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form S-11, filed on July 30, 2014, SEC File No. 333-194280
3.2		Bylaws of Griffin Capital Essential Asset REIT II, Inc., incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11, filed on March 3, 2014, SEC File No. 333-194280
4.1		Form of Subscription Agreement and Subscription Agreement Signature Page, incorporated by reference to Appendix B to the Registrant's Prospectus filed pursuant to Rule 424(b)(3), filed on November 2, 2015, SEC File No. 333-194280
4.2		Griffin Capital Essential Asset REIT II, Inc. Amended and Restated Distribution Reinvestment Plan, incorporated by reference to Appendix C to the Registrant’s Prospectus filed pursuant to Rule 424(b)(3), filed on November 2, 2015, SEC File No. 333-194280
10.1		1800 Tapo building lease for the Bank of America property dated November 2013, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on August 19, 2015, SEC File No. 333-194280
10.2		450 American building lease for the Bank of America property dated November 2013, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on August 19, 2015, SEC File No. 333-194280
10.3		Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement, dated October 9, 2015, incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K, filed on October 9, 2015, SEC File No. 333-194280
10.4		VALIC Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.5		AGL Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.6		USL Note for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.7		First Deed of Trust for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.8		Second Deed of Trust for Owens Corning Sales, LLC Property, incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.9		Recourse Carve-Out Guaranty Agreement, incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.10		Schedule of Omitted Documents, incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K, filed on October 28, 2015, SEC File No. 333-194280
10.11		Amendment No. 2 to Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 6, 2015, SEC File No. 333-194280
10.12		Purchase and Sale Agreement for the Amazon Property, dated September 25, 2015, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 9, 2015, SEC File No. 333-194280
31.1*		Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101*		The following Griffin Capital Essential Asset REIT II, Inc. financial information for the period ended September 30, 2015 formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Consolidated Financial Statements (unaudited).
*	Filed herewith.

Table of Contents

SIGNATURES

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



		GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC. (Registrant)
Dated:	November 9, 2015	By:	/s/ Joseph E. Miller
			Joseph E. Miller
			On behalf of the Registrant and as Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

TABLE OF CONTENTS

Part I. Financial Information Item 1. Consolidated Financial Statements Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosure About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

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