35Table of Contents

ItemTable 4.of Mine Safety Disclosures – Not applicableContents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2014~~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: 000-54684

Global Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		26-4386951
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
CNL Center at City Commons450 South Orange AvenueOrlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida

32801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (407) 650-1000

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

The number of shares of common stock outstanding as of ~~November~~May 41, ~~2014~~2015 was 8,257,410.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets		1
	Condensed Consolidated Statements of Operations		2
	Condensed Consolidated Statements of Comprehensive Loss		3
	Condensed Consolidated Statements of Stockholders’ Equity		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1716
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3328
Item 4.	Controls and Procedures		3328
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		3429
Item 1A.	Risk Factors		3429
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3429
Item 3.	Defaults Upon Senior Securities		3629
Item 4.	Mine Safety Disclosures		3629
Item 5.	Other Information		3629
Item 6.	Exhibits		3629
Signatures			3730
Exhibits			38
Exhibit Index			31

Item 1. Financial Statements

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,2014			December 31,2013
	March 31,2015			December 31,2014
ASSETS
Real estate investment properties, net	$	6460,~~890~~223,~~721~~741		$	6660,~~631~~797,~~039~~152
Assets held for sale		22,299,057			24,949,185
Cash and cash equivalents		13,172,841			6,716,533
Lease intangibles, net		1512,~~094~~877,~~552~~904			1813,~~178~~872,~~099~~453
Cash and cash equivalents		7,195,462			10,282,179
Assets held for sale		2,458,733			23,334,983
Deferred rent		21,~~137~~959,~~020~~381			12,~~092~~051,~~466~~321
Restricted cash		1,~~861~~456,~~266~~608			12,~~877~~231,~~461~~728
Loan costs, net		522,749			647,468
Other assets		843,895			265,594
Other assets		331,672			236,135
Loan costs, net		443,793			482,643
Total assets	$	~~114~~93,~~332~~436,~~499~~896		$	~~123~~109,~~894~~752,~~032~~407
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	5655,~~471~~758,~~137~~769		$	5756,~~467~~095,~~718~~907
Liabilities held for sale		14,186,890			15,382,632
Accounts payable and accrued expenses		965,665			826,606
Unearned rent		705,831			823,343
Other liabilities		455,848			455,848
Accounts payable and accrued expenses		617,364			573,440
Unearned rent		411,514			704,788
Other liabilities		441,144			455,848
Real estate taxes payable		262,148			1,030,510
Real estate taxes payable		795,915			1,030,510
Due to related parties		63,674			55,094
Due to related parties		148,518			222,676
Liabilities associated with assets held for sale		—			13,742,627
Total liabilities		7357,~~366~~917,~~799~~618			7572,~~956~~911,~~167~~380
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value per share, authorized and unissued 200,000,000 shares		—			—
Common stock, $0.01 par value per share, 1,120,000,000 shares authorized, 8,419,689 shares issued and 8,257,410 shares outstanding		82,575			82,575
Common stock $0.01 par value per share, 1,120,000,000 shares authorized, 8,419,689 shares issued and 8,257,410 shares outstanding		82,575			82,575
Capital in excess of par value		70,070,012			70,070,012
Accumulated distributions		(1316,~~587~~263,~~267~~535	)		(914,~~572~~940,~~863~~106	)
Accumulated deficit		(1518,~~345~~373,~~818~~505	)		(1317,~~191~~796,~~862~~900	)
Accumulated other comprehensive (loss) income		~~(253~~3,~~802~~731	)		~~550~~(574,~~003~~554	)
Total stockholders’ equity		4035,~~965~~519,~~700~~278			4736,~~937~~841,~~865~~027
Total liabilities and stockholders’ equity	$	~~114~~93,~~332~~436,~~499~~896		$	~~123~~109,~~894~~752,~~032~~407

See accompanying notes to condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Quarter Ended September 30,						Nine months Ended September 30,
	Three Months Ended March 31,
	2014			2013			2014			2013
	2015			2014
Revenues:
Rental income from operating leases	$	2,393,158		$	2,~~493~~426,~~282~~533		$	~~7,212,850~~		$	~~7,479,847~~
Tenant reimbursement income		~~381~~348,~~913~~658			~~310~~326,~~335~~615			~~1,089,190~~			~~993,370~~
Total revenues		2,~~775~~741,~~071~~816			2,~~803~~753,~~617~~148			~~8,302,040~~			~~8,473,217~~
Expenses:
Operating Expenses:
Property operating expenses		~~746~~692,~~914~~948			~~651~~666,~~448~~463			~~2,156,089~~			~~2,025,865~~
General and administrative		~~340~~480,~~628~~036			~~312~~313,~~494~~949			~~957,386~~			~~1,241,121~~
Acquisition fees and expenses		—			—			—			2,970
Property management fees		79,540			64,956
Asset management fees		—			242,019			—			726,058
Depreciation and amortization		1,504,471			1,551,885
Property management fees		76,562			70,638			215,911			219,779
Total operating expenses		2,756,995			2,597,253
Depreciation and amortization		1,553,665			1,551,537			4,657,435			4,653,743
Operating income (loss)		(15,179	)		155,895
Total expenses		2,717,769			2,828,136			7,986,821			8,869,536
Other income (expense):
Expense support		—			(318,626	)		—			(1,177,198	)
Interest and other income (expense)		(3,253	)		3,733
Net expenses		2,717,769			2,509,510			7,986,821			7,692,338
Interest expense and loan cost amortization		(845,910	)		(869,061	)
Operating income		57,302			294,107			315,219			780,879
Total other expense		(849,163	)		(865,328	)
Other income (expense):
Loss from continuing operations before income taxes		(864,342	)		(709,433	)
Interest and other income		6,023			15,345			18,614			15,145
Income tax expense		(13,260	)		(13,144	)
Interest expense and loan cost amortization		(872,563	)		(890,601	)		(2,615,421	)		(2,897,945	)
Loss from continuing operations		(877,602	)		(722,577	)
Total other expense		(866,540	)		(875,256	)		(2,596,807	)		(2,882,800	)
Income from discontinued operations, net of tax		300,997			147,075
Loss from continuing operations before income taxes		(809,238	)		(581,149	)		(2,281,588	)		(2,101,921	)
Net loss	$	(576,605	)	$	(575,502	)
Income tax expense		(12,208	)		(12,432	)		(38,596	)		(37,590	)
Net income (loss) per share of common stock (basic and diluted):
Loss from continuing operations		(821,446	)		(593,581	)		(2,320,184	)		(2,139,511	)
Continuing operations	$	(0.11	)	$	(0.09	)
Income from discontinued operations, net of tax		232,301			133,987			166,228			308,314
Discontinued operations		0.04			0.02
Net loss	$	(589,145	)	$	(459,594	)	$	(2,153,956	)	$	(1,831,197	)
	$	(0.07	)	$	(0.07	)
Net income (loss) per share of common stock (basic and diluted):
Weighted average number of shares of common stock outstanding (basic and diluted)		8,257,410			8,257,410
Continuing operations	$	(0.10	)	$	(0.07	)	$	(0.28	)	$	(0.27	)
Discontinued operations		0.03			0.01			0.02			0.04
	$	(0.07	)	$	(0.06	)	$	(0.26	)	$	(0.23	)
Weighted average number of shares of common stock outstanding (basic and diluted)		8,257,410			8,257,410			8,257,410			7,821,222

See accompanying notes to condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Quarter Ended September 30,						Nine months Ended September 30,
	Three Months Ended March 31,
	2014			2013			2014			2013
	2015			2014
Net loss	$	(~~589~~576,~~145~~605	)	$	(~~459~~575,~~594~~502	)	$	~~(2,153,956~~	)	$	~~(1,831,197~~	)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments		(~~719~~616,~~387~~839	)		~~387~~(31,~~816~~474	)		~~(803,805~~	)		~~246,366~~
Total other comprehensive income (loss)		(719,387	)		387,816			(803,805	)		246,366
Reclassification of cumulative foreign currency translation adjustments		1,195,124			—
Comprehensive loss	$	(1,308,532	)	$	(71,778	)	$	(2,957,761	)	$	(1,584,831	)
Total other comprehensive income (loss)		578,285			(31,474	)
Comprehensive income (loss)	$	1,680		$	(606,976	)

See accompanying notes to condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~Nine~~Three ~~months~~Months Ended ~~September~~March 3031, ~~2014~~2015 (Unaudited) and the Year Ended December 31, ~~2013~~2014

																Accumulated
	Common Stock						Capital in									Other			Total
	Number			Par			Excess of			Accumulated			Accumulated			Comprehensive			Stockholders’
	of Shares			Value			Par Value			Distributions			Deficit			Income (Loss)			Equity
Balance at December 31, 2012		6,406,380		$	64,063		$	54,438,509		$	(4,417,093	)	$	(10,799,016	)	$	153,312		$	39,439,775
Balance at December 31, 2013		8,257,410		$	82,575		$	70,070,012		$	(9,572,863	)	$	(13,191,862	)	$	550,003		$	47,937,865
Subscriptions received for common stock through public offering and distribution reinvestment plan		1,981,245			19,814			19,709,534			—			—			—			19,729,348
Net loss		—			—			—			—			(4,605,038	)		—			(4,605,038	)
Redemptions of common stock		(130,215	)		(1,302	)		(1,218,273	)		—			—			—			(1,219,575	)
Other comprehensive loss		—			—			—			—			—			(1,124,557	)		(1,124,557	)
Stock issuance and offering costs		—			—			(2,859,758	)		—			—			—			(2,859,758	)
Distributions declared ($0.0017808 per share per day)		—			—			—			(5,367,243	)		—			—			(5,367,243	)
Net loss		—			—			—			—			(2,392,846	)		—			(2,392,846	)
Balance at December 31, 2014		8,257,410			82,575			70,070,012			(14,940,106	)		(17,796,900	)		(574,554	)		36,841,027
Other comprehensive income		—			—			—			—			—			396,691			396,691
Net loss		—			—			—			—			(576,605	)		—			(576,605	)
Distributions declared ($0.0017808 per share per day)		—			—			—			(5,155,770	)		—			—			(5,155,770	)
Other comprehensive income		—			—			—			—			—			578,285			578,285
Balance at December 31, 2013		8,257,410			82,575			70,070,012			(9,572,863	)		(13,191,862	)		550,003			47,937,865
Distributions declared ($0.0017808 per share per day)		—			—			—			(1,323,429	)		—			—			(1,323,429	)
Net loss		—			—			—			—			(2,153,956	)		—			(2,153,956	)
Balance at March 31, 2015		8,257,410		$	82,575		$	70,070,012		$	(16,263,535	)	$	(18,373,505	)	$	3,731		$	35,519,278
Other comprehensive loss		—			—			—			—			—			(803,805	)		(803,805	)
Distributions declared ($0.0017808 per share per day)		—			—			—			(4,014,404	)		—			—			(4,014,404	)
Balance at September 30, 2014		8,257,410		$	82,575		$	70,070,012		$	(13,587,267	)	$	(15,345,818	)	$	(253,802	)	$	40,965,700

See accompanying notes to condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months Ended September 30,
	Three Months Ended March 31,
	2014			2013
	2015			2014
Operating activities:
Net loss	$	(2576,~~153,956~~605	)	$	(1575,~~831,197~~502	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		51,~~026~~504,~~957~~471			51,~~288~~721,~~896~~974
Amortization of above- and below-market lease intangibles		~~229~~70,~~823~~757			~~216~~76,~~762~~987
Amortization of loan costs		~~146~~41,~~009~~354			~~184~~51,~~179~~162
Loss on early extinguishment of debt		—			99,134
Gain from sale of foreign discontinued operations		(238,411	)		—
Straight-line rent adjustments		(191,~~057,976~~939	)		(~~552~~596,~~663~~881	)
Deferred income taxes		315,416			—
Changes in operating assets and liabilities:
Other assets		~~(81~~167,~~869~~526	)		~~113~~45,~~022~~577
Accounts payable and accrued expenses		7761,~~869~~138			~~(279~~8,~~515~~450	)
Due to related parties		(7410,~~158~~897	)		(~~614~~3,~~025~~517	)
Unearned rent		(~~117~~297,~~512~~658	)		~~204~~100,~~972~~214
Real estate taxes payable		(~~234~~768,~~595~~362	)		~~276~~(745,~~888~~961	)
Net cash provided by operating activities		245,~~076,008~~252			382,~~106,453~~503
Investing activities:
Capital expenditures		(66,690	)		(14,202	)
Proceeds from sale of foreign discontinued operations		7,964,416			—
Changes in restricted cash		32,709			(154,357	)
Working capital assumed by buyer of foreign discontinued operations		(588,712	)		—
Net cash used in investing activities		(33,981	)		(168,559	)
Capital expenditures		—			(20,850	)
Changes in restricted cash		775,119			729,692
Net cash provided by investing activities		8,150,823			708,842
Financing activities:
Subscriptions received for common stock through public offering and reinvestment plan		—			19,729,348
Repayments of mortgage notes payable		(337,138	)		(318,445	)
Repayments of mortgage notes payable		(996,581	)		(4,912,237	)
Distributions to stockholders		(1,323,429	)		(1,323,429	)
Repayments on credit facility		—			(820,000	)
Net cash used in financing activities		(1,660,567	)		(1,641,874	)
Payment of stock issuance and offering costs		—			(2,911,775	)
Effect of exchange rate fluctuation on cash		(79,200	)		(16,245	)
Distributions to stockholders		(4,029,108	)		(3,711,363	)
Net increase (decrease) in cash and cash equivalents		6,456,308			(866,774	)
Payment of loan costs		—			(240,963	)
Cash and cash equivalents at beginning of period		6,716,533			10,282,179
Redemptions of common stock		—			(1,266,272	)
Cash and cash equivalents at end of period	$	13,172,841		$	9,415,405
Net cash (used in) provided by financing activities		(5,025,689	)		5,866,738
Effect of exchange rate fluctuation on cash		(103,055	)		37,699
Net (decrease) increase in cash and cash equivalents		(3,086,717	)		8,842,331
Cash and cash equivalents at beginning of period		10,282,179			2,037,120
Cash and cash equivalents at end of period	$	7,195,462		$	10,879,451
Supplemental disclosure of non-cash investing and financing transactions:
Amounts incurred but not paid:
Distributions declared	$	~~441~~455,~~144~~848		$	~~441~~455,~~144~~848
Liabilities assumed by buyer of foreign discontinued operations	$	12,695,368		$	—
Reclassification of 5.1% retained equity interest to investment in and advances to unconsolidated entities	$	397,372		$	—

See accompanying notes to condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

1.	Business and Organization

Global Income Trust, Inc. was organized in Maryland on March 4, 2009. The term “Company” includes, unless the context otherwise requires, Global Income Trust, Inc., Global Income, LP, a Delaware limited partnership (~~the~~ “Operating Partnership”), Global Income GP, LLC, and other subsidiaries of ~~Global~~the ~~Income Trust, Inc~~Company. The Company operates, and has elected to be taxed, as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2010. The Company was formed to own and operate a portfolio of income-oriented commercial real estate and real estate-related assets on a global basis.

The Company is externally advised by CNL Global Income Advisors, LLC (~~the~~ “Advisor”) and its property manager is CNL Global Income Managers, LLC (~~the~~ “Property Manager”), each of which is a Delaware limited liability company and a wholly owned affiliate of CNL Financial Group, LLC, the Company’s sponsor (~~the~~ “Sponsor”). ~~CNL~~The ~~Financial~~Sponsor ~~Group, LLC~~ is an affiliate of CNL Financial Group, Inc. (“CNL”). The Advisor is responsible for managing the Company’s affairs on a day-to-day basis and for identifying, recommending and executing acquisitions and dispositions on behalf of the Company pursuant to an advisory agreement between the Company, the Operating Partnership and the Advisor.

~~The~~Substantially ~~Company~~all ~~completed~~of ~~its~~the ~~initial~~Company’s ~~public~~operating, ~~offering~~administrative ~~(the~~and ~~“Offering”)~~property onmanagement ~~April 23,~~services ~~2013~~are ~~and~~provided ~~has~~by ~~begun~~sub-advisors to ~~explore~~the ~~strategic~~Advisor ~~alternatives~~and ~~for~~sub-property ~~providing~~managers ~~liquidity~~ to ~~investors.~~the ~~Possible~~Property ~~strategic~~Manager. ~~alternatives~~In ~~for~~addition, ~~liquidity~~certain ~~may~~unrelated ~~include~~sub-property ~~the~~managers ~~sale~~have ofbeen ~~either~~engaged by the Company or ~~some~~sub-property ormanagers ~~all~~to ofprovide ~~its~~certain ~~assets,~~property amanagement ~~merger, or a combination of various alternatives~~services.

AsFrom ofApril 23, ~~September~~2010 through April 3023, ~~2014~~2013, the Company ~~owned~~received aaggregate ~~portfolio~~offering ofproceeds ~~nine properties, consisting~~ of ~~four~~approximately ~~located~~$83.7 ~~in the United States and five~~million, ~~located~~including inproceeds ~~Germany.~~received Asthrough ~~of September 30, 2014,~~ the ~~five~~Company’s ~~properties~~distribution ~~located~~reinvestment ~~in Germany were held for sale~~plan.

The Company has completed its Offering and, given that it expects that its sources of capital and liquidity will be limited in the near term, has begun to explore strategic alternatives. Possible strategic alternatives may include the sale of either the Company or some or all of its assets, potential merger opportunities, or a combination of various alternatives. The financial statements have been prepared under the assumption that the Company has no immediate plans, other than disclosed, that would indicate a need to adjust the carrying value of its reported assets and liabilities or that affect the Company’s anticipated ability to meet its contractual obligations as they become due.

On January 20, 2015, the Company’s board of directors approved $7.43 as the estimated net asset value per share of the Company’s common stock as of December 31, 2014, exclusive of any portfolio premium and based on estimated year end balances.

2.	Summary of Significant Accounting Policies

Basis of Presentation and Consolidation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim periods presented. Operating results for the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 may not be indicative of the results that may be expected for the year ending December 31, ~~2014~~2015. Amounts as of December 31, ~~2013~~2014 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

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

Reclassifications – Certain amounts in the prior year’s condensed consolidated financial statements have been reclassified to conform to current year presentation with no effect on previously reported net loss or equity. See Note 5. “Assets and Liabilities Held for Sale” for additional information.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

2.	Summary of Significant Accounting Policies (continued)

~~Assets and Liabilities Held For Sale – Assets and liabilities that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose.~~ The ~~Company~~accompanying ~~classifies~~condensed ~~assets~~consolidated ~~and~~financial ~~liabilities~~statements asinclude ~~held for sale once management has~~ the ~~authority~~accounts ~~to approve and commits to a plan to sell, the assets and liabilities are available for immediate sale, an active program to locate a buyer and the sale~~ of the ~~assets and liabilities are probable and transfer of the assets and liabilities are expected to occur within one year. Upon the~~ ~~determination~~Company ~~of the assets~~ and ~~liabilities~~its ~~classified~~wholly asowned ~~held for sale or sold, the depreciation and amortization of the assets and liabilities will terminate~~subsidiaries. ~~The~~All ~~related~~intercompany ~~operations~~accounts ~~of assets~~ and ~~liabilities~~transactions ~~held~~have ~~for~~been sale are reported as discontinued if such operations and cash flows can be clearly distinguished both operationally and financially from the ongoing operations, if such operations and cash flows will be eliminated ~~from~~in ~~ongoing operations once the disposal occurs, and if the Company will not have any significant continuing involvement subsequent to the sale~~consolidation.

~~Share~~Investment in ~~Based~~and ~~Payments~~Advances to ~~Non-Employees –~~Unconsolidated ~~Pursuant~~Entities to— ~~the~~The ~~amended~~Company ~~and~~accounts ~~restated~~for ~~expense~~its ~~support,~~investment ~~conditional~~in ~~reimbursement~~unconsolidated ~~and~~entities ~~restricted~~under ~~stock~~the ~~agreement~~equity (method of accounting as the ~~“Amended~~Company ~~and~~exercises ~~Restated~~significant ~~Expense~~influence, ~~Support~~but ~~Agreement”)~~does ~~with~~not ~~the~~maintain ~~Advisor~~a ~~described~~controlling financial ininterest ~~Note~~over 8these entities. ~~“Related~~These ~~Party Arrangements,”~~investments ~~effective~~are ~~January 1,~~recorded ~~2014,~~initially ~~the~~at ~~Advisor~~cost ~~has~~and ~~agreed~~subsequently toadjusted ~~accept~~for ~~forfeitable~~cash ~~restricted~~contributions, ~~shares~~distributions and equity in earnings (loss) of the ~~Company’s~~unconsolidated ~~common~~entities ~~stock~~on (a three month lag. Under this method, the ~~“Restricted~~Company ~~Stock”)~~recognizes income or loss in ~~lieu~~each ofperiod ~~cash~~based inon ~~payment~~its ~~for~~5.1% upinterest toin the ~~full~~net ~~amount~~income (loss) of ~~asset management~~the ~~fees~~unconsolidated ~~and~~entities ~~operating-related~~at ~~personnel~~the ~~expenses~~end ~~owed~~of byeach ~~the~~reporting ~~Company~~period. toIn ~~the~~any ~~Advisor~~given ~~under~~period, the ~~advisory~~Company ~~agreement~~could ~~for~~be ~~services~~recording ~~rendered~~more ~~after~~or ~~December 31,~~less income ~~2013.~~than ~~The~~actual ~~Restricted~~cash ~~Stock~~distributions isreceived ~~subject~~and tomore ~~immediate~~or ~~and~~less ~~permanent~~than ~~forfeiture~~what ~~if,~~the ~~or to~~Company may receive in the ~~extent~~event ~~that,~~of itan ~~does~~actual ~~not~~liquidation. ~~vest~~The ~~under~~Company’s ~~the~~investment ~~scenarios~~in ~~described~~and advances to unconsolidated entities is included in ~~Note~~other 8.assets ~~“Related~~in ~~Party~~the accompanying ~~Arrangements~~condensed consolidated balance sheet.”

~~Upon~~Reclassifications ~~issuance~~– ~~of Restricted~~Certain ~~Stock,~~amounts ~~the~~in ~~Company will measure~~ the ~~fair~~prior ~~value~~year’s atcondensed consolidated ~~its~~financial ~~then-current~~statements ~~lowest~~have ~~aggregate~~been ~~fair~~reclassified ~~value pursuant~~ to ~~FASB~~conform ~~Accounting Standards Codification 505-50 “Equity-Based Payments~~ to ~~Non-Employees”~~current ~~(“ASC~~year ~~505-50”).~~presentation ~~Since the~~with ~~vesting criteria is outside the control of the Advisor and involves both market conditions and counterparty performance conditions, the Restricted Stock is given~~ no ~~fair~~effect ~~value~~on ~~recognition~~previously ~~and~~reported ~~the~~net ~~shares~~loss ~~are~~or ~~treated~~equity. asSee ~~unissued~~Note ~~for financial reporting purposes until the vesting criteria is met~~5. On“Assets ~~the date, if any, in which the Advisor satisfies the vesting criteria, the Company will re-measure the fair value of the Restricted Stock pursuant to ASC 505-50~~ and ~~will~~Associated ~~recognize~~Liabilities anHeld ~~expense equal~~for toSale” ~~the difference between the original fair value~~ and ~~that~~Note ~~of the re-measurement date~~6. ~~The Company will include the Restricted Stock in the calculation of diluted earnings per share to the extent their effect is dilutive and the vesting~~ ~~conditions~~“Discontinued ~~have~~Operations” ~~been~~for ~~satisfied~~additional ~~as of the reporting date~~information.

~~Pursuant~~Use toof ~~the~~Estimates ~~Amended~~– ~~and~~The ~~Restated~~preparation ~~Expense~~of ~~Support~~financial ~~Agreement,~~statements ~~the Advisor will~~in beconformity ~~the~~with ~~record~~GAAP ~~owner~~requires ofmanagement ~~the~~to ~~Restricted~~make ~~Stock~~estimates ~~until~~and ~~such~~assumptions ~~shares~~that ~~are~~affect ~~sold~~the orreported ~~otherwise~~amounts ~~disposed~~ of, orassets ~~forfeited,~~ and ~~will~~liabilities beas ~~entitled to all rights~~ of athe ~~stockholder~~date of the ~~Company~~financial ~~including~~statements, ~~without limitation,~~ the ~~right~~reported toamounts ~~vote~~of ~~such~~revenues ~~shares~~ and ~~receive~~ ~~dividends~~expenses ~~and~~during ~~other~~the ~~distributions~~reporting periods, ~~paid~~and ~~with~~the ~~respect~~disclosures toof ~~such~~contingent ~~shares~~liabilities. ~~Dividends~~For orexample, ~~other~~significant ~~distributions~~assumptions ~~actually~~are ~~paid~~made toin the ~~Advisor~~allocation inof ~~connection~~purchase ~~with~~price, ~~the~~analysis ~~Restricted~~of ~~Stock~~real ~~are~~estate ~~not~~impairments, ~~subject~~contingent toassets ~~forfeiture.~~and ~~The~~liabilities ~~Company~~and ~~will~~the ~~recognize~~assessment ~~expense~~of probability of ~~related~~repayments toof ~~dividends~~expenses ~~and~~under ~~other~~the ~~distributions~~expense onsupport ~~the~~agreement. ~~Restricted~~Actual ~~Stock~~results ascould ~~declared~~differ from those estimates.

~~Use~~Adopted ofAccounting Pronouncements ~~Estimates~~ – ~~The~~In ~~preparation~~April ~~of financial~~2014, ~~statements~~the inFinancial ~~conformity~~Accounting ~~with~~Standards ~~GAAP~~Board ~~requires~~(“FASB”) ~~management~~issued toAccounting ~~make~~Standard ~~estimates~~Update ~~and~~(“ASU”) ~~assumptions~~No. 2014-08, ~~that~~“Presentation ~~affect~~of ~~the~~Financial ~~reported~~Statements ~~amounts~~(Topic of205) ~~assets~~and Property, Plant, and ~~liabilities~~Equipment as(Topic 360): Reporting Discontinued Operations and Disclosures of ~~the~~Disposals ~~date~~of Components of ~~the~~an ~~financial~~Entity.” This ~~statements,~~update changes the ~~reported~~criteria ~~amounts~~for ofreporting ~~revenues~~discontinued ~~and~~operations ~~expenses~~where only disposals representing a strategic ~~during~~shift ~~the~~that ~~reporting~~has ~~periods,~~(or will have) a major effect on an entity’s operations and ~~the~~financial ~~disclosures~~results, such as a major line of ~~contingent~~business ~~liabilities.~~or ~~For~~geographical ~~example~~area, ~~significant~~should ~~assumptions~~be ~~are~~presented ~~made~~as ina ~~the~~discontinued ~~analysis~~operation. ofThis ~~real~~ASU ~~estate~~is ~~impairments,~~effective ~~contingent~~prospectively ~~assets~~for ~~and~~all disposals ~~liabilities,~~(or ~~the~~classifications ~~assessment~~as ofheld ~~probability~~for sale) of ~~repayments~~components of ~~expenses~~ ~~under~~an ~~the~~entity ~~Amended~~that ~~and~~occur ~~Restated~~on ~~Expense~~or ~~Support~~after ~~Agreement~~the effective date. As a result, ~~and~~no ~~the~~changes ~~valuation~~were ofmade ~~Restricted~~for ~~Stock~~properties ~~issued~~classified as held for sale prior to January 1, 2015. Effective January 1, 2015, the ~~Advisor~~Company adopted this ASU. ~~Actual~~This ~~results~~ASU ~~could~~impacts ~~differ~~the ~~from~~determination ~~those~~of ~~estimates~~which property disposals qualify as discontinued operations, as well as, requires additional disclosures about discontinued operations.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

2.	Summary of Significant Accounting Policies (continued)

~~Adopted~~Recent Accounting Pronouncements – In ~~March~~May ~~2013~~2014, the ~~Financial~~FASB ~~Accounting~~issued ASU ~~Standards~~No. 2014-09, ~~Board (~~“~~FASB~~Revenue from Contracts with Customers,”) ~~issued~~as a new Accounting ~~Standards~~Standard ~~Update~~Concept (“~~ASU~~ASC”) ~~No. 2013-05,~~topic ~~“Foreign Currency Matters~~ (Topic ~~830~~606):. ~~Parent’s~~The ~~Accounting~~core ~~for~~principle ~~the~~of ~~Cumulative~~this ~~Translation~~amendment ~~Adjustment~~is ~~upon~~that ~~Derecognition~~an ofentity ~~Certain Subsidiaries~~should orrecognize ~~Groups~~revenue ofto ~~Assets~~depict ~~within~~the atransfer ~~Foreign~~of promised ~~Entity~~goods or ofservices anto ~~Investment~~customers in aan ~~Foreign~~amount ~~Entity.”~~that ~~This~~reflects ~~update~~the ~~affects~~consideration ~~entities that cease~~ to ~~hold~~which athe ~~controlling~~entity ~~financial~~expects ~~interest~~to ~~(as~~be ~~described~~entitled in ~~subtopic~~exchange ~~810-10)~~for inthose agoods ~~subsidiary~~ or ~~group~~services. ~~of assets~~The ~~within~~standard afurther ~~foreign~~provides ~~entity~~guidance ~~when~~for ~~the~~any ~~subsidiary~~entity orthat ~~group~~either ofenters ~~assets~~into contracts iswith acustomers ~~business~~to ~~and~~transfer ~~there~~goods isor aservices ~~cumulative~~or ~~translation~~enters ~~adjustment~~into ~~balance~~contracts ~~associated~~for ~~with~~the ~~that~~transfer ~~foreign~~of ~~entity.~~nonfinancial ~~The~~assets, ~~update~~unless ~~also~~those ~~affects~~contracts ~~entities~~are ~~that~~within ~~lose~~the ascope ~~controlling~~of ~~financial interest~~other instandards an(for ~~investment~~example, inlease acontracts). ~~foreign~~This ~~entity~~ASU ~~(by~~2014-09 ~~sale~~is oreffective ~~other~~for annual ~~transfer~~reporting ~~event)~~periods ~~and~~beginning ~~those~~after ~~that~~December 15, ~~acquire~~2016, aincluding ~~business~~interim inperiods ~~stages~~within ~~(sometimes~~that ~~also~~reporting ~~referred~~period, towith asearlier aadoption ~~step~~not ~~acquisition)~~permitted. byASU ~~increasing~~2014-09 ancan ~~investment~~be inadopted ausing ~~foreign~~one ~~entity~~of ~~from~~two ~~one~~retrospective ~~accounted~~application ~~for~~methods: 1) ~~under~~retrospectively ~~the~~to ~~equity~~each ~~method~~prior toreporting ~~one~~period ~~accounted~~presented ~~for~~or 2) as a ~~consolidated~~cumulative-effect ~~investment.~~adjustment ~~Effective~~as ~~January 1,~~of ~~2014,~~ the ~~Company~~date ~~adopted~~of ~~this ASU~~adoption. The ~~adoption~~Company is currently evaluating the amendments of ~~this~~ASU ~~update~~2014-09; ~~did~~however, ~~not~~these amendments could potentially have a significant ~~material~~effect ~~impact~~ on the Company’s consolidated financial position, results of operations or cash flows.

In ~~July~~February ~~2013~~2015, the FASB issued ASU ~~No. 2013~~2015-1102, “~~Income~~Amendments ~~Taxes~~to ~~(Topic~~the ~~740):~~Consolidation ~~Presentation~~Analysis,” ofwhich ~~an Unrecognized~~requires ~~Tax~~amendments ~~Benefit~~to ~~When~~both athe ~~Net~~variable ~~Operating~~interest ~~Loss~~entity ~~Carryforward,~~and avoting ~~Similar~~models. ~~Tax~~The ~~Loss,~~amendments or(i) modify athe ~~Tax~~identification ~~Credit~~of ~~Carryforward~~variable ~~Exists.”~~interests ~~This~~(fees ~~update~~paid ~~clarified~~to ~~the~~a decision ~~guidance~~maker inor ~~subtopic~~service ~~740~~provider), ~~and~~the ~~requires~~VIE ~~entities~~characteristics tofor ~~present~~a anlimited ~~unrecognized~~partnership ~~tax benefit,~~ or ~~a portion~~similar ofentity anand ~~unrecognized~~primary ~~tax~~beneficiary ~~benefit~~determination inunder the ~~financial~~VIE ~~statements~~model, asand a(ii) eliminate ~~reduction~~the topresumption awithin ~~deferred~~the ~~tax~~current ~~asset~~voting ~~for~~model that a general ~~net~~partner ~~operating~~controls ~~loss carryforward,~~ a ~~similar~~limited ~~tax~~partnership ~~loss,~~ or asimilar ~~tax~~entity. ~~credit~~The ~~carryforward~~new toguidance ~~the~~is ~~extent~~effective ~~one~~for isannual ~~available.~~reporting ~~The~~periods, ~~unrecognized~~and ~~tax benefit~~interim ~~should~~periods bewithin ~~presented~~those inannual ~~the~~periods, ~~financial~~beginning ~~statements~~after asDecember 15, a2015 ~~liability~~with ~~and~~early ~~should~~adoption ~~not~~permitted. beThe amendments ~~combined~~may ~~with~~be ~~deferred~~applied ~~tax~~using ~~assets.~~either ~~Effective~~a ~~January 1,~~modified ~~2014,~~retrospective ~~the~~or ~~Company~~full ~~adopted~~retrospective ~~this ASU~~approach. The ~~adoption~~Company ofis ~~this~~currently ~~update~~evaluating ~~did~~the ~~not~~effect ~~have~~the aguidance ~~material~~will ~~impact~~have on ~~the~~ ~~Company’s~~its consolidated financial position, results of operations or cash flows.

~~Recent Accounting Pronouncements –~~ In April ~~2014~~2015, the FASB issued ASU ~~No. 2014~~2015-0803, “Simplifying the Presentation of ~~Financial~~Debt ~~Statements~~Issuance ~~(Topic~~Costs,” ~~205)~~which ~~and~~requires ~~Property,~~that ~~Plant,~~loan ~~and~~costs related ~~Equipment~~to ~~(Topic~~a ~~360):~~recognized ~~Reporting~~debt ~~Discontinued~~liability ~~Operations~~be ~~and~~presented ~~Disclosures~~in ofthe ~~Disposals~~balance ofsheet ~~Components~~as ofa andirect ~~Entity.” This update~~deduction ~~changes~~from the ~~criteria~~carrying ~~for~~amount ~~reporting~~of ~~discontinued~~that ~~operations~~debt ~~where~~liability, ~~only~~consistent ~~disposals~~with ~~representing~~debt adiscounts ~~strategic~~or ~~shift,~~premiums. ~~such~~The asnew aguidance ~~major~~is ~~line~~effective offor ~~business~~annual orreporting ~~geographical area~~periods, and ~~should~~interim beperiods ~~presented~~within asthose aannual ~~discontinued~~periods, ~~operation.~~beginning after December ~~This~~15, ~~ASU~~2015 iswith ~~effective prospectively~~early ~~for~~adoption ~~all~~permitted. ~~disposals~~The ~~(or~~ASU ~~classifications~~is asto ~~held~~be applied retrospectively for ~~sale)~~each ofperiod ~~components~~presented. ofUpon adoption, an entity ~~that~~is ~~occur~~required ~~within~~to ~~annual~~comply ~~periods~~with ~~beginning~~the applicable ondisclosures orfor ~~after~~a ~~December 15,~~change ~~2014~~in ~~with~~an ~~early~~accounting ~~adoption permitted~~principle. The Company ~~expects~~will tonot early adopt ASU ~~No. 2017~~ 2015-0803 ~~commencing~~and ~~January 1,~~has ~~2015.~~determined ~~This~~that ~~ASU~~the isamendments ~~expected~~will to impact the ~~determination~~Company’s presentation of ~~which~~its ~~future~~consolidated ~~property~~financial ~~disposals~~position ~~qualify~~but aswill ~~discontinued~~not ~~operations,~~have a asmaterial ~~well~~impact ~~as,~~on ~~require~~the ~~additional~~Company’s ~~disclosures~~consolidated ~~about~~results ~~discontinued~~of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” as a new ASC topic (Topic 606). The core principle of this amendment is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard further provides guidance for any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, lease contracts). This ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted using one of two retrospective application methods: i) retrospectively to each prior reporting period presented or ii) as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating ASU 2014-09; however, this amendment could potentially have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

3.	Real Estate Investment Properties, net

As of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, real estate investment properties consisted of the following (excluding properties held for sale):

	September 30,2014			December 31,2013
	March 31,2015			December 31,2014
Land and land improvements	$	1311,~~754~~935,~~350~~351		$	1311,~~746~~935,~~451~~351
Building and improvements		5250,~~557~~545,179			5250,~~557~~545,179
Tenant improvements		4,~~918~~865,600			4,~~918~~865,600
Equipment		5283,~~143~~801			1483,~~202~~801
Less: accumulated depreciation		(67,~~391~~206,~~551~~190	)		(46,~~605~~632,~~393~~779	)
	$	6460,~~890~~223,~~721~~741		$	6660,~~631~~797,~~039~~152

Depreciation expense on the Company’s real estate investment properties was approximately $0.6 million ~~and $1.8 million~~ for each of the ~~quarters~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, respectively.

In February 2015, the Company committed to a plan to sell the Austin Property and therefore classified it as held for sale as of March 31, 2015. See Note 5. “Assets and Associated Liabilities Held for Sale” for additional information.

4.	Operating Leases

InThe ~~February,~~following ~~2014,~~is ~~the Company executed~~ a ~~lease~~schedule ~~amendment~~of ~~with~~future ~~the~~minimum ~~tenant~~lease atpayments ~~its~~to ~~Jacksonville~~be ~~Distribution~~received ~~Center,~~for ~~which included,~~the ~~among~~remainder ~~other~~of ~~items~~2015, aneach ~~extension~~ of the ~~lease~~next ~~term~~four years ~~from~~and ~~February 28~~thereafter, ~~2018~~in tothe ~~November 30~~aggregate, ~~2024,~~under ~~with two five~~non-~~year~~cancellable ~~renewal~~operating ~~options. As incentive for entering into the extended lease term~~leases, ~~the~~as ~~tenant was granted four months~~ of ~~free rent in 2014~~March 31, ~~and~~2015: ~~an additional nine months of free rent at the end of the lease term in 2024.~~

The following is a schedule of future minimum lease payments to be received for the remainder of 2014, each of the next four years and thereafter, in the aggregate, under non-cancellable operating leases, as of September 30, 2014:


2015	$	7,360,596
2016		9,873,482
2017		9,985,713
2018		9,062,490
2019		3,931,325
Thereafter		16,814,991

	$	57,028,597

2014	$	2,549,614
2015		10,232,777
2016		9,996,497
2017		9,985,713
2018		9,062,490
Thereafter		20,746,316
	$	62,573,407

The above future minimum lease payments exclude tenant reimbursements, straight-line rent adjustments, amortization of above-market lease intangibles, base rent attributable to any renewal options that may be exercised by the tenants in the future and base rent attributable to properties classified as held for sale.

5. Assets and Associated Liabilities Held for Sale

OnForeign ~~June 30,~~Discontinued ~~2014,~~Operations in connection with the Company’s evaluation of potential strategic alternatives for the Company as a whole, the Company committed to a plan to sell its German portfolio. As such, the portfolio met the criteria under U.S. GAAP to classify its German assets as held for sale. In August 2014, the Company signed a non-binding letter of intent for a sale of 94.9% of the equity of the entities that hold the German properties therefore retaining a non-controlling 5.1% interest with limited protective rights. All assets and liabilities of these entities have been classified as assets held for sale and liabilities held for sale, respectively, on the condensed consolidated balance sheets as of September 30, 2014 and December 31, 2013 and all operating results relating to these properties have been treated as discontinued operations for all periods presented. The financial statements reflect reclassifications of rental income, property expenses, interest expense and other income and expenses from continuing operations to income from discontinued operations.

During 2014, in connection with the Company’s evaluation of potential strategic alternatives for the Company as a whole, the Company entered into a share purchase agreement for the sale of 94.9% of its equity interest in the entities that owned the German properties. In January 2015, the Company completed the sale in exchange for aggregate proceeds of approximately $8.1 million, net of transaction costs, of which approximately $0.3 million was held back until the completion of the acquisition audit. In addition, the Company retained a 5.1% non-controlling equity interest and a 5.1% interest in a note totaling approximately $0.4 million, which was calculated on the basis of selling in-substance real estate pursuant to ASC 360-20 and, therefore, represents 5.1% of the net carrying value of the German portfolio as of the disposition date. All assets and liabilities of these entities were classified as assets held for sale and liabilities associated with assets held for sale, respectively, under guidance previous to ASU 2014-08, on the condensed consolidated balance sheet as of December 31, 2014 and all operating results relating to these properties have been treated as discontinued operations for all periods presented; refer to Note 6. “Discontinued Operations” for additional information.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

5. Assets and Associated Liabilities Held for Sale (continued)

InAustin ~~connection~~Property with the determination to sell its entities that hold the German properties, the Company determined that the carrying values of its 94.9% interest in those entities were recoverable based on expected proceeds, less costs to sell.

AsIn ofFebruary ~~September 30~~2015, ~~2014~~the Company committed to a plan to sell the Austin Property as part of the Company’s continuous evaluation of strategic alternatives and ~~December~~therefore classified it as held for sale as of March 31, ~~2013~~2015. In March 2015, ~~assets~~the ~~held~~Company ~~for~~entered into a purchase and sale ~~consisted~~agreement to sell the Austin Property in Pflugerville, Texas for approximately $2.7 million. A sale of the Austin Property would not cause a strategic shift in the ~~following:~~Company nor is it considered individually significant; therefore, it does not qualify as discontinued operations under ASU 2014-08.

	September 30,2014			December 31,2013
Land and land improvements	$	5,120,981		$	5,557,315
Building and improvements		15,445,160			16,761,170
Less: accumulated depreciation		(718,441	)		(564,769	)
Operating real estate held for sale		19,847,700			21,753,716
Lease intangibles, net		1,925,468			2,266,710
Deferred rent		50,580			40,969
Restricted cash		190,309			206,822
Loan costs, net		149,631			184,117
Other assets		135,369			157,636
Deferred tax asset, net		—			339,215
Total assets held for sale	$	22,299,057		$	24,949,185

As of March 31, 2015, assets held for sale consisted of the following:

As of September 30, 2014 and December 31, 2013, liabilities held for sale consisted of the following:


	Foreign Discontinued Operations		Austin Property			Total
Land and land improvements	$	—	$	1,819,000		$	1,819,000
Building and improvements		—		952,562			952,562
Tenant improvements		—		53,000			53,000
Less: accumulated depreciation		—		(365,829	)		(365,829	)

Total assets held for sale	$	—	$	2,458,733		$	2,458,733

	September 30,2014		December 31,2013
Mortgages notes payable	$	13,805,993	$	14,982,338
Unearned rent		—		11,411
Accounts payable and accrued expenses		374,638		357,307
Due to related party		6,259		31,576
Total liabilities held for sale	$	14,186,890	$	15,382,632

As of December 31, 2014, assets held for sale consisted of the following:

These balance sheet amounts have been converted from Euros to U.S. dollars at an exchange rate of $1.27 per Euro and $1.38 per Euro as of September 30, 2014 and December 31, 2013, respectively.


	Foreign Discontinued Operations			Austin Property			Total
Land and land improvements	$	4,785,552		$	1,819,000		$	6,604,552
Building and improvements		14,450,480			952,562			15,403,042
Tenant improvements		—			53,000			53,000
Less: accumulated depreciation		(688,372	)		(358,562	)		(1,046,934	)

Operating real estate held for sale		18,547,660			2,466,000			21,013,660
Lease intangibles, net		1,799,349			—			1,799,349
Deferred rent		45,208			—			45,208
Restricted cash		182,345			—			182,345
Loan costs, net		130,632			—			130,632
Other assets		163,789			—			163,789

Total assets held for sale	$	20,868,983		$	2,466,000		$	23,334,983

As of December 31, 2014, liabilities associated with assets held for sale consisted of the following relating to the foreign discontinued operations:


Mortgages notes payable	$	13,228,159
Unearned rent		6,139
Accounts payable and accrued expenses		453,041
Due to related party		55,288

Total liabilities held for sale	$	13,742,627

These balance sheet amounts for the foreign discontinued operations have been converted from Euro to U.S. dollars at an exchange rate of $1.22 per Euro as of December 31, 2014.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

56. ~~Assets~~Discontinued ~~and Liabilities Held for Sale (continued)~~Operations

The ~~following~~condensed isconsolidated afinancial ~~summary~~statements reflect reclassifications of rental income, property expenses, interest expense and other income and expenses relating to the German properties from continuing operations to income (loss) from discontinued operations for ~~the~~all ~~quarters~~periods ~~and~~presented. The Company recognized approximately $0.2 million in gain on sale for ~~nine~~financial ~~months~~statements ~~ended~~purposes ~~September 30,~~related ~~2014~~to ~~and~~the ~~2013:~~January 2015 sale of its 94.9% interest in the German properties.

	Quarter Ended September 30,						Nine months Ended September 30,
	2014			2013			2014			2013
Revenues	$	538,556		$	661,681		$	1,830,369		$	1,896,782
Expenses		(168,976	)		(239,267	)		(553,925	)		(744,574	)
Depreciation and amortization		—			(212,949	)		(369,522	)		(635,153	)
Expense support		—			59,510			—			178,529
Operating income		369,580			268,975			906,922			695,584
Interest expense		(116,498	)		(125,241	)		(368,751	)		(370,585	)
Income from discontinued operations before income tax expense		253,082			143,734			538,171			324,999
Income tax expense		(20,781	)		(9,747	)		(371,943	)		(16,685	)
Income from discontinued operations	$	232,301		$	133,987		$	166,228		$	308,314

The following is a summary of the income from discontinued operations of the Company’s foreign operations for the three months ended March 31, 2015 and 2014:

These statements of operations amounts have been converted from Euros to U.S. dollars at the exchange rate of $1.36 per Euro and $1.32 per Euro as of September 30, 2014 and 2013, respectively.


	Three Months ⁽¹⁾ Ended March 31,
	2015⁽²⁾			2014
Revenues	$	184,025		$	633,800
Expenses		(79,189	)		(184,200	)
Depreciation and amortization		—			(170,089	)


Operating income		104,836			279,511

Gain on sale of foreign discontinued operations⁽³⁾		238,411			—
Interest expense and loan cost amortization		(34,958	)		(124,402	)


Income from discontinued operations before income tax expense		308,289			155,109

Income tax expense		(7,292	)		(8,034	)


Income from discontinued operations	$	300,997		$	147,075

6.FOOTNOTES: ~~Lease Intangibles, net~~

~~The~~(1) ~~gross~~These ~~carrying~~statements ~~amount~~of ~~and~~operations ~~accumulated~~amounts ~~amortization~~related ofto the ~~Company’s~~German ~~intangible~~properties ~~assets~~have asbeen converted from Euro to U.S. dollars at the average exchange rate of ~~September 30,~~$1.13 ~~2014~~ per Euro and ~~December 31,~~$1.37 ~~2013~~per ~~were~~Euro as ~~follows:~~of March 31, 2015 and 2014, respectively.

	September 30,2014			December 31,2013
In place leases	$	23,869,700		$	23,869,700
Above-market leases		1,634,300			1,634,300
Gross carrying amount		25,504,000			25,504,000
Accumulated amortization		(10,409,448	)		(7,325,901	)
Net book value	$	15,094,552		$	18,178,099

(2)	Amounts related to the German properties represent results of operations through the disposition date in January 2015.

~~Amortization~~(3) ~~expense~~Amount onincludes ~~the Company’s intangibles, net was~~ approximately $1.02 million ~~and~~reclassification ~~$3.1 million for each~~ of ~~the~~cumulative ~~quarters~~foreign ~~and~~currency ~~nine~~translation ~~months~~adjustments ~~ended~~included ~~September 30,~~in ~~2014~~the ~~and~~accompanying ~~2013,~~condensed ~~respectively,~~consolidated ofstatement ~~which $0.07 million and $0.2 million, respectively, were treated as a reduction~~ of ~~rental~~comprehensive ~~income from operating leases and approximately $1~~loss.~~0 million and $2.9 million, respectively, were included in depreciation and amortization.~~

The Advisor waived its rights to any disposition fee related to the sale of the 94.9% equity interest in the entities that own the German properties.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

67. Lease Intangibles, ~~(continued)~~net

The ~~estimated~~gross ~~future~~carrying amount and accumulated amortization ~~for~~of the Company’s intangible assets, ~~excluding amounts classified~~ as ~~held for sale, for the remainder~~ of ~~2014~~March 31, ~~and~~2015 ~~each of the next four years, as of September~~and December 3031, 2014 ~~was~~were as follows:

	In placeleases			Above-marketleases			Total
	March 31,2015			December 31,2014
2014	$	957,092		$	70,757		$	1,027,849
In place leases	$	23,675,450		$	23,675,450
2015		3,828,369			283,026			4,111,395
Above-market leases		1,634,300			1,634,300
2016		3,756,219			283,026			4,039,245
Gross carrying amount		25,309,750			25,309,750
2017		3,695,169			283,026			3,978,195
Accumulated amortization		(12,431,846	)		(11,437,297	)
2018		1,859,439			78,429			1,937,868
Net book value	$	12,877,904		$	13,872,453
	$	14,096,288		$	998,264		$	15,094,552

7Amortization expense on the Company’s intangibles, net was approximately $1.0 ~~Indebtedness~~million for each of the three months ended March 31, 2015 and 2014, of which approximately $0.1 million was treated as a reduction of rental income from operating leases and approximately $0.9 million was included in depreciation and amortization.

The ~~net carrying value and the~~ estimated ~~fair~~future ~~values~~amortization offor ~~mortgages and other notes payable was approximately $56.5 million and $57.0 million as of September 30, 2014, respectively, based on rates and spreads~~ the Company’s ~~would~~intangible ~~expect~~assets ~~to obtain~~ for ~~similar borrowings with similar loan terms. Because this methodology includes inputs that are less observable by~~ the ~~public~~ ~~and~~remainder ~~are~~of ~~not necessarily reflected in active markets~~2015, ~~the~~each ~~measurement~~ of the ~~estimated~~next ~~fair~~four ~~values~~years ~~related~~and thereafter, toas ~~the~~of ~~Company’s~~March 31, ~~mortgage~~2015 ~~notes~~was ~~payable is categorized~~ as ~~Level~~follows: ~~3 on the three-level valuation hierarchy. See Note 5 “Assets and Liabilities Held for Sale” for further information on mortgages and other notes payable held for sale.~~

8. Related Party Arrangements


	In place leases		Above-market leases		Total
2015	$	2,771,376	$	212,270	$	2,983,646
2016		3,695,169		283,026		3,978,195
2017		3,695,169		283,026		3,978,195
2018		1,859,439		78,429		1,937,868
2019		—		—		—
Thereafter		—		—		—

	$	12,021,153	$	856,751	$	12,877,904

InAs ~~March~~of ~~2012~~March 31, ~~the~~2015 ~~Company’s board of directors approved an expense support~~ and ~~conditional~~December 31, ~~reimbursement~~2014, ~~agreement with its Advisor (~~the ~~“Original~~weighted ~~Expense~~average ~~Support~~useful ~~Agreement”)~~lives ~~whereby, effective April 1, 2012, reimbursement~~ of ~~operating~~in-~~related~~place ~~personnel~~leases ~~expenses~~ and above ~~asset~~market ~~management~~lease ~~fees~~were to3.3 ~~the~~years ~~Advisor~~ and ~~its~~3.6 ~~affiliates~~years, ~~were deferred and subordinated until certain performance metrics are met~~respectively.

~~In March 2014, the Company entered into the Amended and Restated Expense Support Agreement with its Advisor~~8. Pursuant to the Amended and Restated Expense Support Agreement, effective January 1, 2014, the Advisor agreed to accept Restricted Stock in lieu of cash in payment for up to the full amount of asset management fees and operating-related personnel expenses owed by the Company to the Advisor under the advisory agreement for services rendered after December 31, 2013. The amount of such expense support is equal to the positive excess, if any, of (i) aggregate stockholder cash distributions declared in the applicable quarter, over (ii) the Company’s aggregate modified funds from operations (as defined and revised in the Amended and Restated Expense Support Agreement) for such quarter, determined each calendar quarter on a non-cumulative basis (the “Expense Support Amount”). The number of shares of Restricted Stock to be issued to the Advisor in a given quarter is determined by dividing (x) the Expense Support Amount for the applicable quarter, by (y) the most recent public offering price per share of the Company’s common stock, unless and until such time as the Company determines an estimated net asset value (“NAV”) per share of its common stock, at which time the most recent NAV per share shall be used. Indebtedness

~~Generally,~~The ~~Restricted~~net ~~Stock~~carrying ~~will~~value ~~vest~~and ~~immediately prior to or upon~~ the ~~occurrence~~estimated offair avalue ~~listing~~ of ~~the~~mortgage ~~Company’s~~notes ~~common~~payable ~~stock,~~was aapproximately ~~merger,~~$55.8 amillion ~~sale~~and of$57.8 million ~~all~~as ~~or substantially all~~ of ~~the~~March 31, ~~Company’s assets~~2015, ~~or another liquidity or exit event~~respectively, asand ~~described~~approximately in$56.1 ~~the~~million ~~Amended~~ and ~~Restated Expense Support Agreement (an “Exit Event”)~~$58. In1 ~~order~~million ~~for~~as ~~the Restricted Stock to vest upon the occurrence~~ of anDecember 31, ~~Exit Event~~2014, ~~however~~respectively, ~~the~~based ~~consideration~~on orrates ~~other~~and ~~value~~spreads ~~attributable to~~ the Company’s ~~common~~would ~~stock~~expect asto aobtain ~~result~~for ofsimilar ~~the~~borrowings ~~Exit~~with ~~Event,~~similar ~~plus total~~loan ~~distributions~~terms. ~~received~~Because bythis ~~the~~methodology ~~Company’s~~includes ~~stockholders~~inputs ~~since~~that ~~inception,~~are ~~excluding~~less ~~distributions~~observable ~~received~~ by the ~~Advisor,~~public ~~must exceed,~~ and ~~only~~are tonot ~~the~~necessarily ~~extent~~reflected ~~that~~in itactive ~~exceeds~~markets, anthe ~~amount~~measurement ~~equal to 100%~~ of the ~~stockholder’s~~estimated ~~invested~~fair ~~capital, excluding~~values related to the ~~Advisor~~Company’s ~~invested~~mortgage ~~capital,~~notes ~~plus~~payable ais categorized ~~cumulative~~as 6%Level 3 ~~priority return~~ on ~~investment (~~the ~~“Vesting~~three-level ~~Threshold”)~~valuation hierarchy.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

89. Related Party Arrangements ~~(continued)~~

In March 2014, the Company entered into the Amended and Restated Expense Support Agreement with its Advisor. Pursuant to the Amended and Restated Expense Support Agreement, effective January 1, 2014, the Advisor agreed to accept Restricted Stock in lieu of cash in payment for up to the full amount of asset management fees and operating-related personnel expenses owed by the Company to the Advisor under the advisory agreement for services rendered after December 31, 2013. The amount of such expense support is equal to the positive excess, if any, of (i) aggregate stockholder cash distributions declared in the applicable quarter, over (ii) the Company’s aggregate modified funds from operations (as defined and revised in the Amended and Restated Expense Support Agreement) for such quarter, determined each calendar quarter on a non-cumulative basis (“Expense Support Amount”). The number of shares of Restricted Stock to be issued to the Advisor in a given quarter is determined by dividing (x) the Expense Support Amount for the applicable quarter, by (y) the most recent price per share of the Company’s common stock, or the most recent estimated net asset value (“NAV”) per share of its common stock.

Generally, Restricted Stock will vest immediately prior to or upon the occurrence of a listing of the Company’s common stock, a merger, a sale of all or substantially all of the Company’s assets, or another liquidity or exit event, as described in the Amended and Restated Expense Support Agreement (“Exit Event”). In order for the Restricted Stock to vest upon the occurrence of an Exit Event, however, the consideration or other value attributable to the Company’s common stock as a result of the Exit Event, plus total distributions received by the Company’s stockholders since inception, excluding distributions received by the Advisor, must exceed, and only to the extent that it exceeds, an amount equal to 100% of the stockholder’s invested capital, excluding the Advisor’s invested capital, plus a cumulative 6% priority return on investment (“Vesting Threshold”).

The Restricted Stock will also vest immediately in the event the advisory agreement is terminated without cause by the Company before the occurrence of an Exit Event, provided that the most recent NAV, plus total distributions received by stockholders, other than the Advisor, prior to such termination of the advisory agreement exceeds, and only to the extent that it exceeds, the Vesting Threshold. Restricted Stock shall be immediately and permanently forfeited under various circumstances, including certain circumstances relating to a termination of the advisory agreement. The Amended and Restated Expense Support Agreement was effective beginning January 1, 2014 and continues until terminated by the Advisor in writing with 120 days’ notice.

For each of the ~~nine~~three months ended ~~September~~March 3031, 2015 and 2014, ~~approximately~~the Company incurred $0.93 million in asset management fees and $0.31 million in operating-related personnel expenses ~~(of~~for which ~~$0.2~~the ~~million~~Advisor ~~and~~agreed ~~$0.1~~to ~~million~~receive isRestricted ~~included~~Stock in ~~discontinued~~lieu ~~operations,~~of ~~respectively) were forgone as payable in~~ cash inpursuant ~~accordance~~to ~~with~~ the terms of the Amended and Restated Expense Support Agreement~~, including $0~~.~~3 million~~ and $0.1 million, respectively, for the quarter ended September 30, 2014. In accordance therewith, the Company determined that approximately 0.12 million shares of Restricted Stock were issuable to the Advisor related to the nine months ended September 30, 2014, including 0.04 million shares related to the quarter ended September 30, 2014 to be issued by November 14, 2014. The number of restricted shares was determined using a share price of $10 based on the last offering. Since the vesting conditions were not met, ~~during~~ the ~~nine~~lowest ~~months~~possible fair ~~ended~~value ~~September 30,~~at ~~2014,~~vesting noof ~~fair~~zero ~~value~~ was assigned to the Restricted Stock. ~~accepted~~As bya ~~the~~result, ~~Advisor in exchange for providing~~ asset management fees and operating~~-related~~ ~~personnel~~ expenses. Asfor aeach ~~result,~~of ~~for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2014,~~2015 ~~asset management fees~~ and ~~operating~~2014 ~~expenses~~ were reduced by ~~$0.9~~approximately ~~million and~~ $0.3 million, ~~respectively, including $0.3 million~~ and $0.1 million, ~~respectively,~~ ~~for the quarter ended September 30, 2014, as a result of the expense support provided under the Amended and Restated Expense Support Agreement~~respectively.

For the quarter and nine months ended September 30, 2014, the Company recorded approximately $8,000 and $15,000, respectively, in the form of cash distributions to the Advisor related to Restricted Stock it had received through such date. Such amounts were recognized as compensation expense and included in general and administrative expense in the accompanying condensed consolidated statements of operations for the quarter and nine months ended September 30, 2014.

For the quarter and nine months ended September 30, 2013, approximately $0.3 million and $0.9 million, respectively, in asset management fees and approximately $0.08 million and $0.5 million, respectively, in operating-related personnel expenses were deferred and subordinated in accordance with the terms of the Original Expense Support Agreement. The conditional reimbursement provisions of the Original Expense Support Agreement survived under the terms of the Amended and Restated Expense Support Agreement, and the Company continues to be obligated to repay amounts previously deferred as of December 31, 2013 of up to $2.8 million, contingent on the subordination conditions of certain performance metrics being met within three years of the applicable deferrals. The Company will record such amounts as operating expenses in future periods to the extent, if any, it determines that these amounts are probable of being reimbursed to the Advisor. As of September 30, 2014, the Company determined it was not probable that the performance hurdles would be achieved within the applicable reimbursement period due to the cumulative nature of such metrics; therefore, the Company has not recognized any expense for the amounts deferred.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

89. Related Party Arrangements (continued)

~~During~~The ~~the~~following ~~quarter~~fees and ~~nine~~expenses ~~months~~were ~~ended~~settled ~~September 30,~~in ~~2014~~connection ~~and~~with ~~2013,~~ the ~~Company~~Amended and Restated ~~incurred~~Expense ~~the~~Support ~~following~~Agreement, ~~fees~~including ~~and~~amounts ~~reimbursable~~included ~~expenses~~in ~~due~~income tofrom ~~the~~discontinued ~~managing~~operations, ~~dealer~~net of ~~the Company’s Offering~~tax, anfor ~~affiliate~~the ofthree ~~the~~months ~~Company’s~~ended ~~Advisor~~March 31, ~~the~~2015 ~~Advisor~~and 2014, ~~its~~and ~~affiliates~~cumulatively ~~and~~as ~~other~~of ~~related~~March 31, ~~parties~~2015:

	Quarter Ended September 30,					Nine months Ended September 30,
	Three Months Ended March 31,					As of March 31,
	2014		2013			2014		2013
	2015		2014			2015
Offering fees:
Asset management fees	$	261,856	$	301,529		$	1,467,972
Selling commissions (1)	$	—	$	—		$	—	$	1,300,803
Reimbursable personnel-related expenses		150,330		130,995			602,886
Marketing support fees (1)		—		—			—		571,295
	$	412,186	$	432,524		$	2,070,858
		—		—			—		1,872,098
Then-current offering price (1)	$	7.43	$	10.00		$	7.43
Reimbursable expenses:
Restricted stock shares (2)		55,476		43,252			235,558
Offering costs (1)		—		—			—		989,277
Cash distributions on Restricted Stock (3)	$	21,475	$	—		$	53,555
Operating and acquisition expenses (2)(3)		25,845		96,616			94,822		604,578
		25,845		96,616			94,822		1,593,855
Asset management fees (3)(4)		—		301,529			—		904,587
Property management fees (4)(5)		101,483		97,308			295,031		304,720
Expense support adjustment(6)		—		(378,136	)		—		(1,355,727	)
	$	127,328	$	117,317		$	389,853	$	3,319,533

FOOTNOTES:

(1) ~~Amounts~~The then-current offering prices are ~~recorded~~based ason ~~stock~~the ~~issuance~~Company’s ~~and~~NAV ~~offering~~per ~~costs~~share at the date in which the ~~accompanying~~expense ~~condensed~~support ~~consolidated~~amounts ~~statements~~were ofultimately ~~stockholders’~~settled ~~equity~~under the Expense Support Agreements.

(2) Cumulative Restricted Stock shares are comprised of approximately 180,000 issued to the Advisor and approximately 55,000 issuable to the Advisor as of March 31, 2015. In ~~general~~addition, ~~amounts~~the ~~are~~restricted ~~recorded~~stock shares were treated as ~~general~~unissued ~~and~~for ~~administrative~~financial ~~expenses~~reporting inpurposes because the ~~accompanying~~vesting ~~condensed~~criteria ~~consolidated~~had ~~statements~~not been met as of ~~operations~~March 31, 2015.

(3) ~~For~~The ~~the~~cash ~~quarter~~distributions ~~and~~have ~~nine~~been ~~months~~recognized ~~ended~~as ~~September~~compensation ~~30,~~expense ~~2014, the Company incurred $0.3 million~~ and ~~$0.9~~are ~~million,~~included ~~respectively,~~ in ~~asset~~general ~~management fees~~ and ~~$0.1~~administrative ~~million~~expense ~~and $0.3 million, respectively,~~ in ~~operating-related personnel expenses for which~~ the ~~Advisor~~accompanying ~~agreed~~consolidated tostatements ~~receive Restricted Stock in lieu~~ of ~~cash pursuant to the terms of the Amended and Restated Expense Support Agreement~~operations. Since the vesting conditions were not met, no fair value was assigned to the Restricted Stock, and as a result, during the nine months ended September 30, 2014, asset management fees and operating expenses were reduced by $0.9 million and $0.3 million, respectively, including $0.3 million and $0.1 million, respectively, during the quarter ended September 30, 2014.

~~(4)~~The ~~Asset~~expenses ~~management~~and fees incurred by and ~~property~~reimbursable ~~management~~to ~~fees,~~the asCompany’s ~~well~~related asparties for the ~~expense~~three ~~support~~months ~~adjustment~~ended ~~related~~March 31, to2015 and 2014 and the ~~Company’s~~related ~~entities~~amounts ~~classified~~unpaid as ~~held~~of ~~for sale~~March 31, ~~are~~2015 ~~included~~and inDecember 31, ~~income~~2014 ~~from~~were ~~discontinued~~as ~~operations~~follows: ~~for each period presented.~~

(5) Includes amounts paid directly by subsidiaries of the Company to a sub-advisor of the Advisor for the quarter and nine months ended September 30, 2013. Prior to its acquisition by BlackRock, Inc., (NYSE:BLK), the sub-advisor was indirectly affiliated with one of the Company’s former directors.


	Three Months Ended				Unpaid Amounts
	March 31, 2015		March 31, 2014		March 31, 2015		December 31, 2014
Reimbursable expenses:
Operating expenses ^{(1) (2)}	$	150,330	$	130,995	$	27,527	$	20,564
Asset management fees ⁽²⁾		261,856		301,529		—		—
Property management fees		87,095		91,790		36,147		89,818

	$	499,281	$	524,314	$	63,674	$	110,382

~~(6)~~FOOTNOTES: ~~See description of the Amended and Restated Expense Support Agreement above.~~

⁽¹⁾	In general, amounts are recorded as general and administrative expenses in the accompanying condensed consolidated statements of operations.

⁽²⁾

For each of the three months ended March 31, 2015 and 2014, the Company incurred $0.3 million in asset management fees and $0.1 million in operating-related personnel expenses for which the Advisor agreed to receive Restricted Stock in lieu of cash pursuant to the terms of the Amended and Restated Expense Support Agreement. Since the vesting conditions were not met, the lowest possible fair value at vesting of zero was assigned to the Restricted Stock. As a result, asset management fees and operating expenses for each of the three months ended March 31, 2015 and 2014 were reduced by approximately $0.3 million and $0.1 million, respectively.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

(UNAUDITED)

8. Related Party Arrangements (continued)

Amounts due to related parties for fees and reimbursable costs and expenses were as follows as of:

	September 30,2014		December 31,2013
Due to the Property Manager:
Property management fees	$	39,016	$	62,748
		39,016		62,748
Due to the Advisor and its affiliates:
Reimbursable operating expenses(1)		115,763		191,504
		115,763		191,504
	$	154,779	$	254,252

FOOTNOTES:

(1) Amounts due to related parties of $0.01 million and $0.03 million for reimbursable costs and operating expenses are included in liabilities held for sale as of September 30, 2014 and December 31, 2013, respectively.

9. Income Taxes

Income tax expense associated with state and international operations recognized during the periods presented were as follows:

	Quarter Ended September 30,				Nine months Ended September 30,
	2014		2013		2014		2013
Income tax expense:
Continuing operations:
State tax expense	$	12,208	$	12,432	$	38,596	$	37,590
Discontinued operations:
International tax (benefit) expense		20,781		9,747		371,943		16,685
	$	32,989	$	22,179	$	410,539	$	54,275

The effective tax rate for the international properties was 4.6% and 226.1% for the quarter and nine months ended September 30, 2014 and 18.6%, for the quarter and nine months ended September 30, 2013. The variance in effective tax rate is significantly due to the change in valuation allowance.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2014

(UNAUDITED)

9. Income Taxes (continued)

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities, which are included in Assets and Liabilities Held for Sale in the accompanying condensed balance sheets, were as follows as of:

	September 30,2014			December 31,2013
Deferred tax assets relating to:
Fixed assets	$	336,334		$	350,824
Net operating loss carryforwards		102,656			51,161
Total deferred tax assets		438,990			401,985
Valuation allowance		(417,552	)		(39,509	)
Net deferred tax assets		21,438			362,476
Deferred tax liabilities relating to:
Accruals		21,438			23,261
Total deferred tax liabilities		21,438			23,261
Total deferred tax assets, net	$	—		$	339,215

As of September 30, 2014, the Company recorded a full valuation allowance against all net deferred tax assets. As of December 31, 2013, the Company had recorded deferred tax assets of approximately $0.3 million, of which approximately $0.05 million related to net operating losses generated in Luxembourg. The Company recorded a full valuation allowance against the net deferred tax asset in Luxembourg as it was deemed more likely than not that future taxable income would be insufficient to realize future tax benefits. The net operating losses in Luxembourg can be carried forward indefinitely.

In connection with the Company’s determination to sell its German portfolio, it recorded a full valuation allowance of $0.4 million against the net deferred tax assets attributable to the Luxembourg operations and the German properties as it was deemed more likely than not that Company would not be able to realize future tax benefits for these amounts.

The tax years 2010 through 2013 remain subject to examination by taxing authorities throughout the United States. The Company analyzed its material tax positions and determined that it has not taken any uncertain tax positions.

10.	Commitments and Contingencies

When the Company acquired assets in Germany during the second half of 2012, the Company’s property inspections identified several potential defects, and the Company’s purchase and sale agreement caused the seller to set aside funds in an escrow account until the potential defects could be resolved. The Company is undergoing an assessment and preliminary estimates suggest the repairs could approximate $0.2 million, most of which the Company believes to be recoverable from the amounts held by the seller in escrow.

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

~~See~~15 ~~Note 8. “Related Party Arrangements” for information on contingent amounts due to the Company’s Advisor in connection with the Amended and Restated Expense Support Agreement.~~

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

INTRODUCTION

The following discussion is based on the unaudited condensed consolidated financial statements as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, and for the ~~quarters~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014. Amounts as of December 31, ~~2013~~ 2014 included in the unaudited condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed ~~consolidated~~ consolidated financial statements and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014. Capitalized terms used in the Item 2 have the same meaning as in the accompanying condensed consolidated financial statements unless otherwise defined herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q for the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 (this “Quarterly Report”) that are not statements of historical or current fact may constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that ~~such~~ such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share net asset value of the Company’s common stock, and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. ~~Given these uncertainties, the Company cautions you not to place undue reliance on such statements.~~

Important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the following: risks associated with the Company’s inability to identify a liquidity event or other strategic alternative or, even if identified, the Company’s inability to complete such a transaction on favorable terms or at all, and liquidation at less than the subscription price of the stock; risks associated with reliance on the Company’s advisor and its affiliates, including conflicts of interest; risks associated with the Company’s investment strategy; risks associated with a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; risks associated with the limited amount of proceeds raised in the Company’s offering of its shares, including the limited number of investments made and the Company’s tenant credit concentrations; risks ~~of doing business internationally, including currency risks; risks~~ associated with the Company’s limited capital resources, including the ~~risk of the~~ Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; risks associated with the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s ~~failure~~ failure to comply with debt covenants; the Company’s inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; defaults on or non-renewal of leases by ~~tenants;~~ ~~failure to re-lease properties on favorable terms or at all and competition for~~ tenants; ~~the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of~~ ~~changes~~failure ~~in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share~~

1716

to re-lease properties on favorable terms or at all and competition for tenants; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company’s accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; consequences of the Company’s net operating losses; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company’s tax structuring; failure to qualify for and maintain the Company’s qualification as a REIT for federal income tax purposes; and the Company’s inability to protect its intellectual property and the value of its brand. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.

For further information regarding risks and uncertainties associated with the Company’s business, and other important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the Company’s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s other quarterly reports on on Form 10-Q and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at www.incometrust.com.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.

OVERVIEW

Global Income Trust, Inc. was organized as a Maryland corporation on March 4, 2009 and has elected to be taxed, and currently qualifies as a ~~real estate investment trust (“~~REIT”) for federal income tax purposes. The terms “us,” “we,” “our,” “our Company” and “Global Income Trust, Inc.” include Global Income Trust, Inc. and each of its subsidiaries.

Our Advisor and Property Manager

Our Advisor and our Property Manager are each wholly owned by affiliates of our Sponsor, which is an affiliate of CNL, a leading private investment management firm providing global real estate and alternative investments. The Advisor is responsible for managing our affairs on a day-to-day basis and for identifying, recommending and executing acquisitions and dispositions on our behalf pursuant to an advisory agreement.

Substantially all of our ~~acquisition,~~ operating, administrative and property management services are provided by sub-advisors to the Advisor and by by sub-property managers to the Property Manager~~, including an affiliate of BlackRock, Inc~~. ~~(NYSE: BLK), who provides services with respect to our assets located in Germany.~~ In addition, certain unrelated sub-property managers have been engaged to provide certain property management services. This network of sub-advisors and sub-property managers offers us access to professionals experienced in making and managing real estate and real estate-related investments ~~in various regions around the world~~.

~~Closing~~17 ~~of Our Common Stock Offering~~

On April 23, 2013, our Offering closed and, as of such date, we had received aggregate offering proceeds of approximately $83.7 million (8.4 million shares), including approximately $1.9 million (0.2 million shares) through our distribution reinvestment plan. Our board of directors determined not to pursue an additional offering and to discontinue our distribution reinvestment plan; therefore, we have not received additional equity proceeds since the closing of our Offering.

Our Real Estate Portfolio

We were formed primarily to acquire and operate a diverse portfolio of income-oriented commercial real estate and real estate-related assets on a global basis. As ~~discussed further below in “Exit Strategy,” in connection with us exploring strategic alternatives for the Company, as~~ of ~~September~~December 3031, 2014, we ~~classified~~owned ~~our~~a ~~entities~~distribution ~~that~~center ~~hold~~outside ~~the German properties as held for sale and the results~~ of ~~operations~~Austin ~~therefrom as discontinued operations~~ in ~~the accompanying condensed consolidated financial statements for all periods presented. As of September 30~~Pflugerville, ~~2014, we owned nine properties located in~~ Texas, ~~Florida~~two ~~and~~office ~~Germany,~~buildings ~~of which five properties~~ in ~~Germany~~Fort ~~were classified as held for sale. As of September 30~~Worth, ~~2014~~Texas, ~~excluding~~a ~~properties~~distribution ~~held~~center ~~for~~in ~~sale,~~Jacksonville ~~our~~Florida ~~portfolio was comprised of approximately 1.2 million square feet of leasable space~~ and ~~was~~five ~~100%~~value-retail ~~leased with~~centers aacross ~~weighted average remaining lease term of 5~~Germany.0 ~~years~~We ~~based~~ focused on ~~annualized~~assets ~~base~~that ~~rents~~we asbelieved ofwould ~~September 30,~~provide ~~2014.~~a ~~Generally,~~steady ~~the~~income ~~leases~~stream ~~for our properties are non-cancelable~~ and ~~provide~~we ~~for~~made ~~annual~~investments base rents, payable monthly, with periodic increases throughout the lease terms. Each tenant generally has the option to extend the lease term for an additional period (generally ranging from two to ten years). In addition, the tenants are generally responsible for the payment of some, and in ~~two~~select ~~cases~~suburban ~~substantially~~markets ~~all,~~that ofwe ~~the~~believed ~~operating~~offered ~~expenses~~investors ofattractive ~~the~~risk-adjusted ~~property~~returns. ~~In the event the property operating expenses exceed a cap, as defined in the tenant lease agreements, the excess expenses are not reimbursable.~~

~~Exclusive~~As ofdiscussed ~~properties~~further ~~held~~below ~~for~~in ~~sale~~“Exit Strategy,” ~~our~~in ~~tenants~~January ~~include~~2015, ~~Mercedes-Benz~~we ~~Financial~~sold ~~Services~~94.9% ~~USA,~~of ~~LLC,~~our ~~DynCorp~~equity ~~International,~~interest ~~LLC,~~in ~~Samsonite,~~the ~~LLC,~~entities ~~and~~that ~~FedEx Ground~~own ~~Package~~our ~~System,~~five ~~Inc.~~value-retail centers ~~Our~~in ~~top~~Germany ~~three~~and ~~tenants~~retained ~~represented~~a ~~approximately 96~~5.1% ofnon-controlling ~~our~~interest ~~total~~with ~~revenues~~limited ~~(excluding~~protective ~~revenues~~rights. ~~included~~In inFebruary ~~the~~2015 ~~income~~we ~~from~~committed ~~discontinued~~to ~~operations)~~a ~~for~~plan ~~the~~to ~~nine~~sell ~~months~~our ~~ended~~Austin ~~September 30,~~Property ~~2014~~located ~~and~~in wePflugerville, ~~monitor~~Texas ~~their businesses~~and ~~through~~have ~~direct~~classified ~~interaction,~~is ~~discussions~~as ~~with~~held ~~onsite~~for ~~property~~sale. ~~managers~~As of May 1, ~~subscription news services~~2015, ~~and~~we ~~review~~owned ofthree ~~financial~~properties ~~information.~~(excluding ~~While~~ our ~~leases~~property ~~with~~held ~~each~~for ofsale) ~~these~~located ~~three~~in ~~tenants~~Texas doand ~~not~~Florida ~~require~~comprised ~~them~~of toapproximately ~~provide~~1.1 million ussquare ~~with~~feet ~~financial results~~of orleasable ~~maintain~~space ~~any~~and ~~specific~~our ~~operating~~portfolio ~~metrics,~~was ~~site~~100% ~~visits~~leased ~~and direct dialogue~~ with ~~our~~a ~~tenants~~weighted ~~provide~~average remaining ~~valuable~~lease ~~insight~~term ~~into~~of ~~their~~5.7 ~~businesses~~years. ~~Additionally,~~Our ~~each~~tenants ofinclude ~~our~~Mercedes-Benz ~~top~~Financial ~~three~~Services ~~tenants~~USA, isLLC, ~~affiliated~~DynCorp ~~with~~International, aLLC ~~parent~~and ~~entity~~Samsonite, ~~that~~LLC. ~~publicly~~Refer ~~reports interim~~to orour ~~annual~~“Exit ~~financial~~Strategy” ~~results.~~section ~~This~~below, ~~allows~~for usadditional toinformation ~~assess~~on ~~financial~~the ~~performance~~Austin Property and ~~trends~~our ~~affecting~~held ~~the~~for ~~parent~~sale determination in February 2015.

~~With~~Exit ~~the~~Strategy completion of our Offering and acquisition phase, we are focused on building stockholder value. In connection therewith, as described in Note 4. “Operating Leases” in the accompanying financial statements, in February, 2014, we executed a lease amendment with the tenant at our Jacksonville Distribution Center, which extended the lease term from February 2018 to November 2024. As an incentive for entering into the extended lease term, the tenant was granted four months of free rent in 2014, and an additional nine months of free rent at the end of the lease term in 2024. Although the lease amendment initially lowered our operating cash flow from this property, we believe the extended term increased the value of the property and resulted in our overall weighted average lease term increasing from 3.6 years to 5.0 years as of September 30, 2014, based on annualized base rents as of September 30, 2014. We continue to pursue value creation opportunities relating to our properties including, but not limited to, seeking lease extensions with other tenants in advance of renewal option periods.

~~Debt~~During ~~Financing~~2013, upon the completion of our Offering, our board of directors formed a Special Committee and began exploring possible strategic alternatives. In connection therewith, in August 2013, the Special Committee engaged SunTrust Robinson Humphrey, Inc. (“STRH”) as its financial advisor.

In conjunction ~~connection~~ with ~~our~~the ~~acquisitions,~~work weperformed ~~sought~~by toSTRH, ~~strategically~~in ~~leverage~~December ~~our~~2014, ~~real~~we ~~properties~~entered ~~and~~into ~~use debt as~~ a ~~means~~share ofpurchase ~~providing~~agreement ~~additional~~to ~~funds~~sell ~~for~~94.9% ~~the acquisition~~ of ~~properties and the diversification of~~ our ~~portfolio.~~equity ~~Through~~interest ~~subsidiaries~~in ofthe ~~our~~entities ~~operating partnership~~ that ~~were~~owned ~~formed~~the toGerman ~~make~~properties. ~~our~~In ~~investments~~January 2015, we ~~generally~~completed ~~have~~the ~~borrowed,~~sale onof a ~~non-recourse basis, amounts that we believe will~~94.9% ~~maximize~~controlling ~~the~~interest ~~return~~and toretained ~~our~~a ~~stockholders~~5.1% ~~The use of~~ non-~~recourse~~controlling ~~financing~~interest ~~allows~~with uslimited toprotective ~~improve~~rights. ~~returns~~We continue to ~~our~~evaluate ~~stockholders~~the ~~and~~use toof ~~limit~~the ~~our~~sales ~~exposure~~proceeds, onwhich anmay ~~investment~~include toa ~~the~~partial ~~amount~~liquidating ~~invested~~distribution. ~~Non-recourse~~All ~~indebtedness~~decisions ~~means~~will ~~the~~be ~~indebtedness~~assessed ofin ~~the~~tandem ~~borrower~~with orthe ~~its~~continuing ~~subsidiaries~~dialog isamong ~~collateralized~~STRH, ~~only~~our bySpecial ~~the~~Committee, ~~assets~~our toboard ~~which~~of ~~such~~directors ~~indebtedness~~and ~~relates,~~our ~~without~~Advisor. ~~recourse~~In toFebruary ~~the Company’s assets~~2015, ~~outside~~we ofcommitted ~~the~~to ~~assets~~a ofplan ~~the~~to ~~borrower,~~sell orour ~~any~~Austin ofProperty ~~its~~in ~~subsidiaries~~Pflugerville, ~~other~~Texas ~~than~~as inpart ~~the case~~ of ~~customary~~ ~~carve-outs~~our ~~for~~continuous ~~which~~evaluation ~~the~~of ~~borrower~~strategic alternatives. In orMarch ~~its~~2015, ~~subsidiaries~~we ~~act~~entered asinto ~~guarantor~~a inpurchase ~~connection~~and ~~with~~sale ~~such~~agreement ~~indebtedness,~~to ~~such~~sell asthe ~~fraud,~~Austin ~~misappropriation,~~Property ~~misapplication~~for ofapproximately ~~funds,~~$2.7 ~~environmental conditions and material misrepresentation~~million.

19The Special Committee, along with STRH, continues to evaluate the strategic alternatives of our three remaining properties, which may include (i) a sale of these assets, outside of the ordinary course of business and consistent with our objectives of qualifying as a REIT, and the distribution of the net sales proceeds thereof to the stockholders or (ii) our merger with or into another entity in a transaction which provides the stockholders with cash or securities of another company. However, the timing of when we may pursue a sale of our properties or any other potential strategic event is subject to various items beyond the control of our Special Committee, Advisor or our board of directors, including, but not limited to, real estate and market conditions. Any strategic event recommended by the Special Committee would be subject to our governing documents, which require certain transactions be presented to our stockholders for approval, and in which case, generally require approval of a majority of the shares of our common stock outstanding and entitled to vote.

Our Debt Financing

Through subsidiaries of our operating partnership that were formed to make our investments, we generally borrowed, on a non-recourse basis, amounts that we believed would maximize the return to our stockholders. The use of non-recourse financing allowed us to improve returns to our stockholders and to limit our exposure on an investment to the amount invested. Non-recourse indebtedness means the indebtedness of the borrower or its subsidiaries is collateralized only by the assets to which such indebtedness relates, without recourse to our assets, outside of the assets of the borrower, or any of its subsidiaries, other than in the case of customary carve-outs for which the borrower or its subsidiaries act as guarantor in connection with such indebtedness, such as fraud, misappropriation, misapplication of funds, environmental conditions and material misrepresentation.

Expense Support from our Advisor

Pursuant to the advisory agreement with our Advisor, our Advisor is entitled to asset management fees and reimbursement of certain personnel-related expenses it incurs on our behalf. For the period April 1, 2012 through December 31, 2013, our Advisor agreed to defer and subordinate receipt of such fees and reimbursements to us meeting certain distribution coverage metrics pursuant to the Original Expense Support Agreement. Effective January 1, 2014, our Advisor agreed to accept forfeitable ~~Restricted~~restricted ~~Stock~~stock, in lieu of cash, as payment for such fees and reimbursements if certain distribution coverage metrics are not met, subject to ~~the~~an amended ~~Amended~~ and ~~Restated~~restated ~~Expense~~expense ~~Support~~support ~~Agreement~~agreement. As a result, our cash from operations has been, and is expected to continue to be positively impacted by expense support provided by our Advisor until such time as the Amended and Restated ~~Expense~~ Expense Support Agreement is terminated by the Advisor. For additional information regarding expense support provided by the Advisor,; ~~see~~refer to “Liquidity and Capital Resources – Expense Support Agreements.” ~~further below.~~

Distributions

WeEven ~~continue~~though towe ~~focus~~have onthe ~~providing~~Amended and ~~stockholders~~Restated ~~with~~Expense ~~attractive~~Support ~~and~~Agreement ~~stable~~in place, cash from operations and FFO are not expected to fund the majority of our distributions during 2015. ~~Although~~Our weAdvisor ~~believe~~could determine to terminate the ~~lease~~Amended ~~amendment~~and ~~entered~~Restated ~~into~~Expense ~~for~~Support ~~the~~Agreement ~~Jacksonville~~upon ~~Distribution~~120 days’ ~~Center~~notice ~~increases~~to ~~the~~us, ~~value~~and we may have a number of other unforeseen circumstances that could cause us to have less cash available for distributions. In January 2015 we sold a 94.9% interest in the ~~property~~entities asthat owned the ~~result~~German ofproperties. As a result ~~longer~~of ~~term~~the ~~lease,~~reduction in cash from operations ~~was~~ ~~negatively~~in ~~impacted~~2015 ~~during~~and ~~the~~2014, ~~nine~~we ~~months~~funded ~~ended~~a ~~September 30~~portion of our distributions with other sources (i.e., ~~2014~~Offering ~~due~~proceeds). toIn aaddition, ~~period~~should ofwe ~~free~~not ~~rent~~have sufficient cash available from ~~February~~operations to ~~May~~maintain ofcurrent distributions ~~2014~~beyond ~~that~~March 31, ~~was~~2015, ~~negotiated~~we bymay ~~the~~continue ~~tenant~~to use other sources (i.e., Offering proceeds) to fund any such shortfalls and/or amend our current distribution policy.

With the completion of our acquisition phase and the Amended and Restated Expense Support Agreement in place, cash from operations and funds from operations (“FFO”), as described in “Funds from Operations and Modified Funds from Operations” further below, are currently expected to fund substantially all of our distributions at the current rate during the last quarter of 2014. However, our Advisor could determine to terminate the Amended and Restated Expense Support Agreement upon 120 days’ notice to us, and we may have a number of other unforeseen circumstances that could cause us to have less cash available for distributions. As a result of the reduction in cash from operations for the first half of 2014, we funded a portion of our distributions with uninvested Offering proceeds. In addition, if we do not have sufficient cash available from operations for distributions in future periods, we may continue to use uninvested Offering proceeds to fund any such shortfalls and/or may amend our current distribution policy.

In April 2013, our board of directors determined it was in our best interest to terminate our distribution reinvestment plan; therefore, commencing in May 2013, all distributions have been paid in cash to stockholders. Prior to May 2013, approximately one-third of our monthly distributions were being reinvested in additional shares of common stock by participants of our distribution reinvestment plan. The termination of this plan resulted in more net cash being required to fund distributions on a monthly basis.

Exit Strategy

Although our board of directors is not required to review or recommend a liquidity event by any certain date, with the completion of our Offering, our Advisor began exploring possible strategic alternatives and our board formed a special committee (the “Special Committee”). In connection therewith, in August 2013, the Special Committee engaged SunTrust Robinson Humphrey, Inc. (“STRH”) as its financial advisor. Under the terms of the engagement, STRH provides various financial advisory services, as requested by the Special Committee and as customary for an engagement in connection with exploring strategic alternatives. In connection with the engagement, we have agreed to pay STRH certain customary fees, including fees upon the consummation of a liquidity event.

In addition, in conjunction with the work performed by STRH, in February 2014, we engaged Jones Lang LaSalle GmbH (“JLL”) to begin the process of gathering preliminary market data related to our German portfolio, identifying potential investors, and soliciting initial indications of interest in the portfolio to identify potential strategic alternatives for our German assets. In June 2014, our Advisor and Special Committee of the board of directors committed to a plan to sell the German assets based on market feedback of potential buyers and ranges of prices for the German assets. In August 2014, we signed a non-binding letter of intent for a sale of 94.9% of the equity of the entities that hold the German properties, and intend to hold a non-controlling 5.1% interest with limited rights (i.e. no significant continuing involvement). We evaluated the entities for impairment and determined that the estimated sales proceeds, less costs to sell, exceeded the net carrying value of the portfolio at September 30, 2014. In connection therewith, as of September 30, 2014, we classified our entities that hold the German properties as held for sale and the results of operations therefrom as discontinued operations in the accompanying condensed financial statements for all periods presented.

We have not determined how we will use the proceeds of any such sale of our controlling interest in the entities that own the German portfolio, but expect to assess this in tandem with the continuing dialog among STRH, our Special Committee and management. Our options include a partial liquidating distribution or the reinvestment of such proceeds.

Although the Special Committee has engaged STRH to help us evaluate our strategic alternatives and we have committed to a plan to sell our entities that hold the German properties, we are not obligated to enter into any particular transaction. In addition, the timing of when we may pursue a sale of our properties or any other potential liquidity event is subject to various items beyond the control of our Advisor or our board of directors, including real estate and market conditions, in general. Any liquidity event is at the discretion of the board of directors, and would be subject to our governing documents, which require certain transactions be presented to our stockholders for approval, and in which case, generally require approval of a majority of the shares of our common stock outstanding and entitled to vote.

LIQUIDITY AND CAPITAL RESOURCES

General

~~Through~~Since ~~April~~the ~~2013,~~close weof ~~were~~our Offering in ~~our~~April ~~offering~~2013, ~~and~~our ~~acquisition~~primary ~~phase~~source ~~and~~of ~~received~~ capital ~~proceeds~~to ~~from~~date ~~our~~has ~~Offering~~been ~~and~~unused ~~paid~~proceeds ~~offering~~from ~~expenses. Since completing~~ our Offering. ~~and acquisition phases, our principal demands for funds have been for:~~

Subsequent to April 2013, our principal demands for funds have been for:

•

the payment of operating expenses,

•

the payment of debt service on our outstanding indebtedness, and

•

the payment of distributions.

Equity and Debt Capital

~~During~~As ~~the~~a ~~nine months ended September 30~~REIT, ~~2013,~~ we ~~received~~are ~~$19.7~~required ~~million~~to indistribute ~~subscription~~at ~~proceeds~~least ~~from~~90% of our ~~Offering,~~taxable ~~and~~income ~~used~~(excluding ~~approximately~~net ~~$2.9~~capital ~~million of~~gains); ~~such~~therefore, ~~amount~~as towith ~~pay~~other ~~offering~~REITs, ~~expenses~~we ~~and~~must ~~approximately~~obtain ~~$4.8~~debt and/or ~~million~~equity tocapital ~~repay~~in ~~the~~order ~~outstanding~~to ~~balances~~fund of our ~~credit facility and mezzanine loan~~growth.

As ~~a REIT~~of March 31, 2015, we ~~are~~had ~~required~~an toaggregate ~~distribute~~debt atleverage ~~least~~ratio 90of 61.3% of ~~our~~the ~~taxable~~aggregate ~~income~~carrying value (of our assets, excluding ~~net~~our ~~capital~~assets ~~gains);~~held ~~therefore,~~for assale. ~~with~~However, ~~other~~if ~~REITs~~needed, weour ~~must~~articles ~~obtain~~of ~~debt~~incorporation and~~/or~~ ~~equity~~the ~~capital~~borrowing inpolicy ~~order~~limitation toadopted ~~fund~~by our ~~growth.~~board Asof ~~our~~directors ~~Offering~~permit ~~closed~~borrowings inup ~~April 2013, we will have limited capital~~ to ~~make~~approximately ~~acquisitions~~75% inof the ~~near~~aggregate ~~term.~~carrying value Asof ~~described above,~~ our ~~board~~assets ofand ~~directors~~in ~~may~~certain ~~consider~~circumstances, ~~strategic~~in ~~alternatives~~excess ~~for~~of ~~providing~~these ~~liquidity~~levels toif ~~investors;~~approved ~~however,~~by ~~there~~the isboard noof ~~guarantee we will do so~~directors.

~~Although~~Generally, inthe ~~general,~~loan ~~our~~agreements ~~articles~~for ofour mortgage ~~incorporation~~loans ~~allow~~contain uscustomary toaffirmative, ~~borrow~~negative upand tofinancial ~~300%~~covenants, ofrepresentations, ~~our~~warranties ~~net assets~~ and ~~our~~borrowing ~~board~~conditions, ofas ~~directors~~set ~~has~~forth ~~adopted~~in athe ~~policy~~loan toagreements. ~~permit aggregate~~The ~~borrowings~~loan ofagreements upalso tocontain ~~approximately~~customary ~~75%~~events of ~~the~~default ~~aggregate~~and ~~value~~remedies offor the ~~our~~lenders. ~~assets,~~The ~~our~~borrowers ~~intent~~are isnormally todirect ~~target~~or ~~our~~indirect ~~aggregate~~subsidiaries ~~borrowings to between 50% and 60%~~ of ~~the aggregate value of~~ our ~~assets~~operating partnership. As of ~~September~~March 3031, ~~2014~~2015, we ~~had~~were anin ~~aggregate debt~~compliance ~~leverage~~with ~~ratio~~all of ~~61% of the aggregate net book value of~~ our ~~assets~~debt ~~(excluding~~covenants ~~assets and liabilities held~~ for ~~sale); therefore, we do not currently expect to seek additional borrowings. However, if needed,~~ our ~~articles~~mortgage ofnotes incorporation and the borrowing policy adopted by our board of directors permit borrowings up to the levels described above, and in certain circumstances, in excess of these levels if approved by the board of directorspayable.

We19 may seek to refinance our properties, but in doing so may face difficulties if the remaining term of our applicable tenant’s lease obligations is less than five years. For example, the senior loans entered into at the time of our purchase on two of our properties each have an expected maturity in 2016. While each such senior loan contains a provision through which the loan can be extended for approximately two years, the extension triggers a substantial increase in the interest rate. Therefore, unless a strategic exit event happens earlier, we expect to refinance the debt

We may seek to refinance our three remaining properties (excluding the property held for sale), but in doing so may face difficulties if the remaining term of our tenant’s lease obligations is less than five years. For example, the senior loans entered into at the time of our purchase on two of our properties each have an expected maturity in 2016. While each such senior loan contains a provision through which the loan can be extended for approximately two years, the extension triggers a substantial increase in the interest rate. Therefore, unless a strategic exit event happens earlier, we expect to refinance the debt prior to its initial maturity. The terms of any refinancing could be less favorable than the current terms if the properties’ tenants have not exercised their options to extend, or we have not otherwise negotiated an extension of, the leases.

WeAny ~~will continue to seek opportunities to increase shareholder value through~~ lease extensions ~~or capital~~could ~~improvements. Lease extensions are likely to~~ create an obligation to pay lease commissions and may also provide our tenants with some period of free or reduced rent. Some, but not all of our debt instruments require us to fund reserves that can be used to pay ~~capital improvements and~~ lease commissions, but these growing reserves would not necessarily be sufficient to fund all such ~~capital improvements and~~ lease commissions. Therefore, we expect to retain a portion of the remaining unused net proceeds from our Offering for this purpose. Also, any amendment to the terms of existing leases could require approval by the lender providing the loan secured by the related property.

In ~~connection~~the ~~with~~event ~~the~~unforeseen ~~acquisition~~capital ofexpenditures ~~certain~~are ~~properties~~necessary infor ~~Germany~~which inwe ~~2012,~~do ~~our~~not ~~property~~have ~~inspections~~sufficient ~~identified~~cash ~~several~~reserves ~~potential~~to ~~defects~~fund, ~~and~~we ~~our~~may ~~purchase~~be forced to defer making such ~~and~~improvements ~~sale~~which ~~agreement~~could ~~caused~~impact the ~~seller~~ability for us to ~~set~~renew ~~aside~~an ~~funds~~existing inlease anor ~~escrow~~obtain ~~account~~a ~~until~~new lease on the ~~potential~~property ~~defects~~and could benegatively ~~resolved. We~~impact ~~are~~the ~~undergoing~~value anof ~~assessment~~our ~~and~~property. ~~preliminary~~If ~~estimates~~necessary, ~~suggest~~we ~~the~~may ~~repairs~~use ~~could~~our ~~approximate~~cash ~~$0.2~~on ~~million,~~hand ~~most~~in the event of unforeseen ~~which~~significant capital expenditures or we ~~believe~~may be forced to besell ~~recoverable~~one ~~from~~or ~~the~~more ~~amounts~~properties ~~held~~at byan ~~the~~unfavorable ~~seller~~time into ~~escrow~~meet our obligations and to continue paying distributions.

In the event unforeseen capital expenditures are necessary for which we do not have sufficient cash reserves to fund, we may be forced to defer making such improvements which could impact the ability for us to renew an existing lease or obtain a new lease on the property and could negatively impact the value of our property. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures or for temporary working capital in the event one or more of tenants experience financial difficulties and there is an interruption in their ability to make lease payments. However, there is no guarantee we would be able to obtain financing on favorable terms, or at all, and we may be forced to sell one or more properties at an unfavorable time to meet our obligations and to continue paying distributions.

Cash from Operating Activities

We ~~generally~~do not expect to meet future cash needs for general and administrative expenses, debt service and distributions from the net operating income from our properties, which inis ~~general~~comprised isof rental income and tenant reimbursements less ~~the~~ property operating expenses and property management fees (“NOI”). ~~Due~~The ~~to the nature of our~~ leases, ~~the tenants are responsible~~ for aour ~~portion,~~three orproperties innot ~~two~~classified ~~cases, substantially~~as ~~all,~~held offor ~~the~~sale ~~property operating expenses; therefore, increases in property expenses~~ are ~~generally~~non-cancelable ~~reimbursed~~and byprovide ~~the~~for ~~tenants.~~annual ~~In addition, based on annualized~~ base rents, ~~our~~payable ~~portfolio~~monthly, ~~had~~with aperiodic ~~weighted~~increases ~~average~~throughout ~~remaining~~the lease ~~term of 5~~terms.~~0 years~~ asEach oftenant ~~September 30,~~generally has ~~2014,~~the ~~with~~option ~~approximately 95.9% of our rental revenues scheduled~~ to ~~expire~~extend inthe ~~2018 or later. Based on this, we do not expect~~ lease ~~turnover~~term orfor ~~any~~an ~~increase~~additional inperiod ~~property~~(generally ~~expenses~~ranging ~~to have a significant impact on our cash flow~~ from ~~operations~~two ~~in the near term. However, we are vulnerable~~ to ~~tenant~~ten and geographic concentrations, whereby a default or non-renewal by one of our significant tenants or economic downturns in certain geographic regions would have a negative impact on our results of operations and cash flow from operationsyears). In addition, in the ~~event~~tenants weare ~~sell~~generally ~~our~~responsible ~~entities that hold the German properties that have been classified as held~~ for ~~sale but do not reinvest~~ the ~~proceeds~~payment inof ~~additional assets~~some, ~~we will~~and ~~have~~in ~~increased~~two ~~risks~~cases ~~due~~substantially toall, ~~further~~of ~~tenant~~the ~~and~~operating ~~geographic~~expenses ~~concentrations~~ of the ~~our assets~~property. IfIn wethe ~~sell~~event ~~our entities that hold our German properties and determine to reinvest~~ the ~~sales~~property ~~proceeds~~operating inexpenses ~~additional~~exceed ~~assets~~a cap, ~~there~~as isdefined ~~no guarantee that we will be able to identify attractive acquisitions~~ in athe ~~timely~~tenant ~~manner and/or at~~ lease ~~rates~~agreements, ~~similar to~~ the ~~rates~~excess ofexpenses ~~the~~are ~~leases~~not ~~for our German assets~~reimbursable. ~~In such event, we could experience a decrease in our cash from operations.~~

InBased ~~general,~~on weannualized ~~expect~~base ~~the~~rents, ~~operating~~our ~~cash~~portfolio ~~flows~~(excluding ~~from~~ our ~~properties~~property toheld ~~increase~~for ~~over~~sale) ~~time~~had asa ~~scheduled~~weighted ~~rent~~average ~~increases~~remaining ~~become~~lease ~~due~~term onof ~~certain properties~~5.7 years as of ~~However~~March 31, as2015, wewith ~~seek~~approximately ~~lease~~100% ~~extensions~~of ~~with~~our ~~certain~~rental ~~tenants~~revenues scheduled to expire in 2018 or later. Therefore, we ~~may~~do ~~determine~~not toexpect ~~adjust~~lease ~~scheduled~~turnover ~~rent~~or increases ~~and/or~~in ~~offer~~property ~~“free~~expenses ~~rent”~~to ~~periods~~have toa ~~tenants~~significant impact on ~~one~~our orcash ~~more~~flow offrom ~~our~~operations ~~leases.~~in the ~~See~~near ~~Note~~term. 4However, ~~“Operating~~we ~~Leases”~~are invulnerable ~~the accompanying~~to ~~condensed~~tenant ~~consolidated~~and ~~financial~~geographic ~~statements~~concentrations, ~~for~~whereby ~~information~~a ~~regarding~~default aor ~~lease~~non-renewal ~~amendment~~by ~~for~~one ~~the~~of ~~Jacksonville~~our ~~Distribution~~significant ~~Center~~tenants ~~entered~~or ~~into~~economic downturns in ~~February~~certain ~~2014~~geographic regions would have a negative impact on our results of operations and cash flow from operations.

We experienced a positive cash flow from operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~ 2015 and ~~2013~~2014 of approximately $~~2.1~~45,000 ~~million~~ and ~~$3.1~~ ~~million~~$83,000, respectively. ~~The~~We ~~reduction~~only inhave ~~cash~~three ~~flows~~remaining ~~from~~leases ~~operating~~(excluding ~~activities~~our ~~between~~property ~~the~~held ~~periods~~for ~~presented~~sale) ~~was~~and ~~primarily~~therefore ~~the~~expect ~~result~~further ofdecreases ~~a net decrease of approximately $1.0 million~~ in ~~rental~~our ~~income~~operating ~~received,~~cash ~~which~~flows is primarily reflective of approximately $1.2 million of free rent under the lease extension at the Jacksonville Distribution Center during the nine months ended September 30, 2014; offset by approximately $0.2 million in ~~scheduled~~2015 ~~rent~~as ~~increases~~compared ~~that~~with ~~occurred~~prior ~~subsequent to September 30, 2013 on our other leases~~periods.

22During each of the three months ended March 31, 2015 and 2014, our cash from operations was positively impacted by expense support provided by our Advisor, as described in “Results of Operations – General and Administrative Expenses and Asset Management Fees.

Foreign Discontinued Operations

Approximately 6.3% and 18.7% of our total revenues for the three months ended March 31, 2015 and 2014, respectively, related to properties in Germany. In January 2015, we completed the sale of 94.9% of our equity interest in the entities that own the German properties, which resulted in proceeds, net of closing costs, of approximately $8.1 million, of which approximately $0.3 million was held back until the completion of the acquisition audit. We continue to evaluate the use of the sales proceeds, which may include a partial liquidating distribution.

During each of the nine months ended September 30, 2014 and 2013, our cash from operations was positively impacted by expense support provided by our Advisor, as described in “Results of Operations – General and Administrative Expenses, Asset Management Fees and Expense Support.”

Foreign Operations Held for Sale

Approximately 23% of our aggregate net real estate assets as of September 30, 2014 and 18% of our total revenues for the nine months ended September 30, 2014 related to properties in Germany. As a result of our potential sale of our controlling interest in the entities that own our German properties being classified as held for sale, the results of operations of these entities are presented as discontinued operations in the accompanying statements of operations for all periods presented. If we sell our controlling interest in the entities that own our German assets, we may determine to reinvest the net sales proceeds in additional assets, distribute all or a portion of such net sales proceeds to our investors or otherwise retain or use such amounts as determined by our board of directors.

We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall foreign currency exposure to the equity that we have invested and the equity portion of our cash flow. However, because we have not obtained a cash flow hedge, we are vulnerable to changes in exchange rates. During the nine months ended September 30, 2014 and 2013, we experienced a positive (negative) impact of approximately $(0.8) million and $0.2 million, respectively, relating to unrealized foreign currency translation adjustments. Future movements in the exchange rate of Euros to U.S. dollars could materially impact our financial results and we may sell our assets in Germany at a time when the exchange rates are less favorable to us.

Generally, excess cash held in foreign subsidiaries is available for our use to fund domestic operations.

Working Capital

As of ~~September~~March 3031, ~~2014~~2015, we had $713.2 million in cash and cash equivalents, ~~primarily~~which ~~from~~is ~~unused~~primarily ~~net~~reflective ~~proceeds~~of ~~from~~the ~~our Offering~~$7.8 Wemillion ~~will~~in ~~continue~~net tosales ~~seek~~proceeds ~~opportunities~~received from tothe ~~increase~~sale ~~shareholder~~of ~~value~~our ~~through lease extensions or capital improvements~~94.9% Weinterest ~~may~~in ~~also~~the ~~incur~~entities ~~customary leasing~~that ~~commissions~~owned ~~with~~the ~~any~~German ~~lease~~properties ~~extensions,~~as ~~which~~well weas ~~would~~unused ~~fund~~net proceeds from our ~~cash reserves~~Offering. We intend to retain reserves for future working capital and other needs. ~~Due to the fact that our Offering has closed and we do not have other readily available sources of capital at this time, we expect to maintain a high level of working capital in the near term.~~

Repayment of Debt

The majority of our debt outstanding as of December 31, 2014 requires monthly repayment of a portion of the outstanding principal. During each of the three months ended March 31, 2015 and 2014, we repaid approximately $0.3 million of our mortgage notes payable. Our remaining scheduled principal payments in 2015 are approximately $1.1 million.

Distributions

During the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~prior to the second quarter of 2013~~2014, we had insufficient cash flows from operating activities or funds from operations to fund a significant portion of our distributions; therefore, such amounts were substantially funded from unused proceeds of our Offering. Our board of directors has authorized a daily distribution of $0.0017808 per share of common stock (, which based on a 365 days calendar year, is equal to an annualized distribution rate of 68.57% ~~based~~relative onto aour ~~365~~estimated ~~days~~NAV ~~calendar~~per ~~year)~~share as of December 31, 2014. Distributions are payable to all common stockholders of record as of the close of business on each day, payable monthly, until terminated or amended.

The payment of distributions represents a significant use of cash. Our primary ~~source~~sources of cash for the payment of distributions is expected to be net operating income generated by our leases, net of our general and administrative expenses, debt service payments and other operating expenses and unused Offering proceeds. Our ability to sustain the current distribution rate is therefore highly dependent upon our tenants paying their rent as contractually due, our ability to keep our properties leased, and minimizing our general and administrative expenses to the extent possible, including continued expense support from our Advisor under the Amended and Restated Expense Support ~~Agreement.~~ ~~For additional information on the Amended and Restated Expense Support~~ Agreement~~, see “Expense Support Agreements” below~~.

AsThe ~~a result~~following oftable ~~the~~presents ~~termination~~total ofdistributions declared ~~our~~and ~~distribution reinvestment plan (“DRP”) on April 10~~paid, ~~2013,~~net ~~the amount of~~ cash ~~required~~provided toby ~~fund~~operating ~~distributions~~activities isand nofunds ~~longer~~from ~~offset~~operations by(“FFO”) ~~additional~~for ~~Offering~~the ~~proceeds~~three ~~from~~months ~~the~~ended ~~issuance~~March 31, of2015 ~~DRP~~and ~~shares.~~ 2014:


	Distributions Declared Daily Per Share		Total Cash Distributions Declared ⁽¹⁾		Cash Distributions Paid		Net Cash Provided by Operating Activities ⁽²⁾		FFO ⁽³⁾
2015 Quarter
First	$	0.0017808	$	1,323,429	$	1,323,429	$	45,252	$	689,455

2014 Quarter
First	$	0.0017808	$	1,323,429	$	1,323,429	$	82,503	$	1,146,472

Our objective is to maintain a reasonable level of cash reserves to provide for continued distributions at the current level in the event we have insufficient cash from operating activities, but there is no assurance that our cash reserves will be sufficient to maintain that level in the event of a tenant defaulting on their obligations and/or our Advisor terminating the Amended and Restated Expense Support Agreement. In the event that we do not generate sufficient cash from operations, regardless of the amount of reserves we may have, we may have to revise our current distribution policy.

The following table presents total distributions declared and issued, including distributions reinvested in additional shares through our DRP, net cash provided by operating activities and FFO for the each of the quarters in the nine months ended September 30, 2014 and 2013:

					Distributions Paid (1)
	DistributionsDeclared DailyPer Share		Total CashDistributionsDeclared (2)		Cash		Reinvestedvia DRP		Net CashProvided byOperatingActivities (3)		FFO (4)
2014 Quarter
First	$	0.0017808	$	1,323,429	$	1,323,429	$	—	$	82,503	$	1,146,472
Second		0.0017808		1,338,139		1,338,139		—		664,945		762,009
Third		0.0017808		1,352,836		1,352,836		—		1,328,560		964,520
Total			$	4,014,404	$	4,014,404	$	—	$	2,076,008	$	2,873,001
2013 Quarter
First	$	0.0017808	$	1,125,577	$	735,545	$	390,032	$	227,064	$	1,015,923
Second		0.0017808		1,324,515		1,324,515		—		1,470,115		1,136,884
Third		0.0017808		1,352,838		1,352,838		—		1,409,274		1,304,892
Total			$	3,802,930	$	3,412,898	$	390,032	$	3,106,453	$	3,457,699

FOOTNOTES:

(1) ~~Represents~~Our ~~the~~net ~~amount~~loss ofwas ~~cash~~approximately ~~used~~$0.6 tomillion ~~fund~~and cash distributions declared was approximately $1.3 million for each of the three months ended March 31, 2015 and 2014. For the ~~amount~~three months ended March 31, 2015 and 2014, approximately 97% and 94%, respectively, of distributions ~~paid~~declared ~~which~~to stockholders were ~~reinvested~~considered into ~~additional~~be ~~shares~~funded ~~through~~with ~~our~~other ~~DRP~~sources (i.e., ~~including~~Offering ~~amounts~~proceeds), ~~paid~~and approximately 3% and ~~shares~~6%, ~~issued~~respectively, ~~subsequent~~were considered to ~~the~~be ~~period~~funded ~~reported~~with cash provided by operations for GAAP purposes.

(2) ~~Our~~Net ~~net loss was approximately $2.2 million and $1.8 million and~~ cash ~~distributions~~provided ~~declared~~by ~~were~~operating ~~approximately~~activities ~~$4.0~~agrees ~~million~~with ~~and~~the ~~$3.8~~condensed ~~million~~consolidated ~~for~~statements ~~the~~of ~~nine~~cash ~~months~~flows ~~ended~~in ~~September~~our ~~30,~~condensed ~~2014~~consolidated ~~and~~financial ~~2013, respectively~~statements. ~~For~~Such ~~the~~amount ~~nine~~generally ~~months~~represents ~~ended~~net ~~September~~income ~~30,~~or ~~2014~~loss ~~and~~adjusted ~~2013,~~for ~~approximately~~items ~~48%~~not ~~and~~using ~~24%~~cash, ~~respectively,~~such ~~of distributions declared to stockholders were considered to be funded with other sources (i.e., Offering proceeds),~~ as ~~calculated~~depreciation ~~for each of the nine months ended September 30, 2014~~ and ~~2013,~~amortization ~~respectively~~expense, and ~~52%~~items ~~and~~not ~~76%,~~providing ~~respectively~~cash, ~~were~~such ~~considered~~as tostraight-line berent ~~funded with cash provided by operations for GAAP purposes~~adjustments. ~~Because~~It wecan ~~funded~~also ~~certain~~include ~~amounts~~cash ~~from Offering proceeds~~ that ~~were~~resulted ~~deductions in calculating GAAP net cash~~ from ~~operating~~the ~~activities,~~collection ~~such~~of asa ~~acquisition~~receivable ~~fees~~or ~~and expenses, we have calculated~~ the ~~amount~~postponement of ~~Offering~~making ~~proceeds~~a ~~used~~vendor topayment ~~fund~~and, ~~distributions~~alternatively, ~~after~~excludes ~~taking~~cash ~~these~~earned ~~items~~that ~~into~~has ~~account~~not inbeen ~~the~~collected ~~presentation~~or of the ~~use~~payment of ~~proceeds~~expenses ~~from~~accrued ~~our Offering~~ in ~~Part~~the ~~II.~~applicable ~~Item 2~~period. ~~“Unregistered Sales of Equity Securities and Use of Proceeds.”~~

(3) ~~Net~~See ~~cash~~reconciliation ~~provided by operating activities agrees with the condensed consolidated statements~~ of ~~cash~~FFO ~~flows~~ in ~~our~~“Funds condensed consolidated financial statements. Such amount generally represents net income or loss adjusted for items not using cash, such as depreciation and amortization expense, and items not providing cash, such as straight-line rent adjustments. It can also include cash that resulted from ~~the~~Operations ~~collection of a receivable or the postponement of making a vendor payment~~ and, ~~alternatively,~~Modified ~~excludes~~Funds cash earned that has not been collected or the payment of expenses accrued in the applicable period. Further, net cash provided by operating activities for GAAP purposes for the nine months ended September 30, 2014, includes deductions for straight-line rent adjustments of approximately $1.2 million that are non-recurring and relate to the free rent under the lease extension at the Jacksonville Distribution Center. Net cash provided by operating activities for GAAP purposes for the nine months ended September 30, 2013, further includes deductions for acquisition fees and expenses in excess of $0.05 million but are non-recurring and we consider to be funded from ~~Offering~~Operations” ~~proceeds~~below. In addition to net cash provided by operating activities, the board of directors considers other factors in determining distributions including expected and actual funds from operations and modified funds from operations, as well as other factors.

~~(4)~~21 ~~See reconciliation of funds from operations in “Funds from Operations and Modified Funds from Operations” below.~~

Generally, distributions up to the amount of our current or accumulated earnings and profits will be taxable to the recipient stockholders as ordinary income. We currently intend to continue to pay distributions to our stockholders on a monthly basis although our board of directors reserves the right to change the per share distribution amount or otherwise amend or terminate our distribution policy. Our board of directors considers a number of factors in its determination of the amount and basis of distributions it declares, including expected and actual net cash flow from operations, FFO, our overall financial condition, our Advisor’s determination in regards to providing expense support, our objective of qualifying as a REIT for U.S. federal income tax purposes, the determination of reinvestment versus distribution following the sale or refinancing of an asset, as well as, other factors, including an objective of maintenance of stable and predictable distributions regardless of the composition.

Common Stock Redemptions

As a result of the termination of our DRP and the close of our Offering in April 2013, our board of directors suspended our stock redemption plan effective April 10, 2013. We are no longer accepting redemption requests.

During the nine months ended September 30, 2013, we received requests for the redemption of an aggregate of 130,215 shares of common stock. We approved all such requests and, in accordance with the terms of our stock redemption plan, paid an average of $9.37 per share, for a total of $1.2 million.

Expense Support Agreements

AsDuring ~~described~~each ~~in Note 8. “Related Party Arrangements,” in March 2012, our board~~ of ~~directors approved~~ the ~~Original~~three months ~~Expense~~ended ~~Support Agreement with our Advisor whereby, effective April~~March 131, ~~2012~~2015 ~~through~~and ~~December 31~~2014, ~~2013, reimbursement of~~ approximately $20.8 3 million ~~operating-related~~in ~~personnel expenses and~~ asset management fees ~~to our Advisor~~ and ~~its~~$0.1 ~~affiliates~~million ~~were~~in ~~deferred~~operating-related ~~and~~personnel ~~subordinated~~expenses ~~until~~were ~~such~~settled ~~time~~ as ~~certain~~payable ~~performance~~in ~~metrics~~cash ~~defined~~ in ~~the~~accordance ~~Original~~with ~~Expense~~the ~~Support~~terms ~~Agreement~~of ~~are met. In March 2014, we entered into~~ the Amended and Restated Expense Support Agreement. ~~with~~In ~~our~~accordance ~~Advisor whereby~~therewith, ~~our~~we ~~Advisor~~determined ~~shall~~that ~~provide~~approximately us55,000 ~~expense~~and ~~support~~43,000 ~~through~~shares, ~~forgoing~~respectively, ~~the payment~~ of ~~certain fees in cash and acceptance of~~ Restricted Stock ~~for services~~were ~~rendered~~issuable ~~and~~to ~~specified~~the ~~expenses~~Advisor asrelated ~~defined~~to inthree ~~the~~months ~~Amended~~ended ~~and~~March 31, ~~Restated~~2015 ~~Expense~~and ~~Support Agreement~~2014. The ~~Amended~~shares ~~and~~related ~~Restated~~to the ~~Expense~~three ~~Support~~months ~~Agreement~~ended ~~was effective beginning January~~March 131, ~~2014~~2015 ~~and~~will ~~continues~~be ~~until~~issued ~~terminated~~ by ~~the~~May 15, ~~Advisor in writing with 120 days’ notice~~2015.

~~During~~We expect the ~~nine~~expense ~~months~~support ~~ended~~provided ~~September 30,~~by ~~2014,~~our ~~approximately~~Advisor ~~$0.9~~will ~~million~~continue ~~in asset management fees and $0.3~~to ~~million~~have ina ~~operating-related~~positive ~~personnel~~impact ~~expenses~~on ~~(of~~our ~~which~~cash ~~$0.2~~from ~~million and $0~~operations.1 ~~million~~However, ~~is included~~ in ~~discontinued~~the ~~operations,~~event ~~respectively)~~that ~~were~~the ~~forgone~~Advisor asdetermines ~~payable~~to interminate ~~cash in accordance with~~ the ~~terms of the~~ Amended and Restated Expense Support Agreement, ~~including~~our ~~$0.3~~results ~~million~~from ~~and $0.1 million~~operations, ~~respectively,~~cash ~~during~~from ~~the~~operations ~~quarter~~and ~~ended~~FFO ~~September 30,~~would ~~2014.~~be ~~In accordance therewith, we determined that approximately 0.12 million shares of Restricted Stock were issuable to the Advisor~~negatively ~~related to nine months ended September 30, 2014, including 0~~impacted.~~04 million~~ ~~shares related to the quarter ended September 30, 2014, which shares will be issued by November 14, 2014.~~

~~During~~We ~~the~~are ~~quarter~~not ~~and~~aware ~~nine~~of ~~months~~any ~~ended~~other ~~September 30~~material trends or uncertainties, ~~2014~~favorable or unfavorable, wethat ~~had~~may ~~declared~~be reasonably anticipated to ~~our~~have ~~Advisor~~a ~~approximately~~material impact ~~$8,000~~on ~~and~~either ~~$15,000,~~capital ~~respectively,~~resources inor the ~~form of~~revenues ~~cash~~or ~~distributions~~income ~~related~~ to ~~the~~be ~~Restricted~~derived ~~Stock~~from ~~which~~our ~~was~~properties, ~~recognized~~other asthan ~~compensation~~those ~~expense~~described ~~and~~above, ~~included~~risk factors identified in ~~general~~Part ~~and~~II, ~~administrative~~Item 1A ~~expense~~of inthis ~~the~~report ~~accompanying~~and ~~condensed~~the ~~consolidated~~“Risk ~~statements~~Factors” section of ~~operations~~our ~~for~~annual report ~~the~~on ~~quarter~~Form ~~and~~10-K ~~nine~~for ~~months~~ the year ended ~~September~~December 3031, 2014.

The asset management fees and reimbursements of personnel-related operating expenses of $2.8 million that were deferred through December 31, 2013 under the Original Expense Support Agreement remain subject to reimbursement under the Amended and Restated Expense Support Agreement if we achieve certain performance hurdles within three years of the applicable deferrals (incrementally from June 2015 through December 2016). As of September 30, 2014, we did not believe it was probable that the performance hurdles would be achieved within the prescribed reimbursement period due to the cumulative nature of such metrics; therefore, we have not recognized any expense for the amounts previously deferred and no such amounts are currently payable. We expect the expense support provided by our Advisor will continue to have a positive impact on our cash from operations. However, in the event that the Advisor determines to terminate the Amended and Restated Expense Support Agreement, our results from operations, cash from operations and FFO would be negatively impacted.

We are not aware of any other material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from our properties, other than those described above, risk factors identified in Part II, Item 1A of this report and the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2013.

RESULTS OF OPERATIONS

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

During the ~~quarters~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014, wethe ~~owned~~results ~~nine~~of four real estate investment properties ~~and~~contributed ~~our~~to ~~continuing~~income ~~operations portfolio~~from ~~was 100% leased under operating leases~~continuing operations. As described above, we ~~determined~~sold to94.9% ~~seek~~of our equity interest in the ~~sale~~entities ofthat own our German properties ~~located~~ in ~~Germany~~January 2015 and, as such, the results of operations for these five properties are included in ~~loss~~income from discontinued operations in the accompanying statements of operations for all periods presented.

Comparison of the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 to the ~~quarter and nine~~ three months ended ~~September~~March 3031, ~~2013~~2014

~~Analysis~~Revenues. Rental revenue and tenant reimbursements for each of ~~Revenues~~the three months ended March 31, 2015 and ~~Expenses~~2014 ~~from~~was ~~Continuing~~approximately ~~Operations:~~$2.4 million and $0.3 million, respectively. Tenant reimbursement income represents amounts tenants are required to reimburse us in accordance with the lease agreements and are recognized in the period during which the related reimbursable expenses are incurred.

~~Revenues.~~Property ~~Rental~~Operating ~~revenue and tenant reimbursements were approximately $2~~Expenses.8 ~~million~~Property ~~and~~operating ~~$8.3~~expenses ~~million~~ for ~~the~~each ~~quarter~~of ~~and~~the ~~nine~~three months ended ~~September~~March 3031, ~~2014,~~2015 ~~respectively,~~and as2014 ~~compared~~was to approximately $20.87 million. ~~and~~These ~~$8.5~~expenses ~~million,~~include ~~respectively~~property taxes, ~~for~~utilities ~~the~~and ~~quarter~~other ~~and~~costs ~~nine~~that ~~months~~we ~~ended~~are ~~September 30,~~responsible ~~2013.~~for ~~Tenant~~paying ~~reimbursement~~to ~~income~~operate ~~represents~~our ~~amounts~~properties, ~~tenants~~some of which are ~~required~~reimbursable toby the tenants with reimbursed ~~reimburse~~amounts usincluded in ~~accordance~~revenues. ~~with~~In ~~the~~general, ~~lease~~as ~~agreements~~property ~~and~~operating ~~are~~expenses ~~recognized~~increase, intenant ~~the~~reimbursement ~~period~~income inwill ~~which~~increase as a result of the ~~related~~tenants’ ~~reimbursable~~obligations ~~expenses~~to ~~are~~pay ~~incurred~~such amounts.

~~Revenues decreased~~General ~~during~~and ~~the~~Administrative ~~nine~~Expenses. ~~months~~General ~~ended~~and ~~September 30,~~administrative ~~2014~~expenses ~~primarily~~are ascomprised aprimarily ~~result~~ of ~~the~~reimbursable ~~February~~personnel-related ~~2014~~expenses ~~amendment and extension~~ of ~~the lease for our Jacksonville Distribution Center described in Note 4. “Operating Leases” in the~~ ~~accompanying~~affiliates ~~financial statements. Although the amendment was entered into in connection with extending the lease term to increase the potential value~~ of ~~the~~our ~~property~~Advisor, itdirectors’ ~~resulted~~and inofficers’ ~~lower~~insurance, ~~straight-lined~~accounting ~~rent~~and ~~recognized~~legal ~~over~~fees, ~~the term of the lease for GAAP purposes.~~

~~Property~~22 Operating Expenses. Property operating expenses were approximately $0.7 million and $2.2 million for the quarter and nine months ended September 30, 2014, respectively, as compared to approximately $0.7 million and $2.0 million, respectively, for the quarter and nine months ended September 30, 2013. These expenses include property taxes, utilities and other costs that we are responsible for paying to operate our properties, some of which are reimbursable by the tenants with reimbursed amounts included in revenues. In general, as property operating expenses increase, tenant reimbursement income will increase as a result of the tenants’ obligations to pay such amounts. However, in some cases we may not be able to pass the full amount of any such increases to our tenants.

Two of our properties are triple-net leased whereby the tenants are responsible for procuring and paying third parties directly for property operating expenses, including real estate taxes, insurance, utilities and other property operating expenses. Property operating expenses incurred and paid directly to third parties by these tenants are not included in our property operating expenses due to these amounts being the obligations of our tenants. In the event these tenants fail to meet their obligations to pay these expenses, we would be responsible for certain of these expenses such as, real estate taxes of approximately $0.6 million per year. Accordingly, in such event, property operating expenses would increase.

General and Administrative Expenses. During the quarter and nine months ended September 30, 2014, general and administrative expenses totaled $0.4 million and $1.3 million, respectively; however, approximately $0.1 million and $0.3 million, respectively, of such amounts were foregone in accordance with the Amended and Restated Expense Support Agreement, described above. As described in Note 8. “Related Party Arrangements,” the Restricted Stock was valued at zero during the quarter and nine months ended September 30, 2014, and as such, only the net amounts of approximately $0.3 million and $1.0 million, respectively, were recognized as general and administrative expenses for accounting purposes. General and administrative expenses are comprised primarily of reimbursable personnel expenses of affiliates of our Advisor, directors’ and officers’ insurance, accounting and legal fees, and board of directors’ fees.

We incurred approximately $0.3 million and $1.2 million in general and administrative expenses during the quarter and nine months ended September 30, 2013. Under the Original Expense Support Agreement, approximately $0.08

and board of directors’ fees. During the three months ended March 31, 2015 and 2014, general and administrative expenses totaled $0.6 million and $0.54 million, respectively; however, for approximately $0.1 million for each period of such amounts were ~~deferred~~settled and ~~subordinated~~paid toin usthe ~~meeting~~form ~~certain~~of ~~performance~~Restricted ~~metrics.~~Stock ~~These~~in ~~charges~~accordance ~~were~~with ~~included~~the Amended and Restated Expense Support Agreement. As described in ~~general~~Note ~~and~~9. ~~administrative~~“Related ~~expenses~~Party Arrangements” ~~and~~the Restricted Stock was valued at the ~~deferral~~ oflowest ~~such~~possible ~~amounts~~fair ~~were~~value ~~included~~at investing of zero for each of the ~~expense~~three ~~support~~months ~~credit~~ended inMarch 31, 2015 and 2014, and as such, only the ~~accompanying~~net ~~statements~~amount of ~~operations~~approximately $0.5 ~~See~~million ~~“Expense~~and ~~Support”~~$0.3 ~~below~~million, respectively, was recognized as general and administrative expenses for accounting purposes. General and administrative expenses increased due to an increase in charges related to our strategic alternatives.

Although we expect total general and administrative expenses for our properties will remain consistent ~~for~~in ~~the remainder of 2014~~2015, we currently anticipate that all or a significant portion of ~~operating~~reimbursable personnel-related ~~personnel~~ expenses will be ~~foregone~~settled and paid in the form of Restricted Stock in accordance with the terms of the Amended and Restated Expense Support Agreement; thereby, resulting in continued reductions in general and administrative expenses. See “Expense Support Agreements” above for additional information relating to the Amended and Restated Expense Support Agreement.

Asset Management Fees. We incur asset management fees at an annual rate of approximately 1% of the amount of our real estate assets under management. For ~~During~~each of the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, 2015 and 2014, asset management fees totaled $0.23 million ~~and $0.7 million, respectively~~; however, all of the asset management fees were ~~foregone~~settled in accordance with the Amended and Restated Expense Support Agreement~~, described above~~. As described in Note 89. “Related Party Arrangements,” the Restricted Stock was valued at zero during the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, 2015 and 2014, and as such, no asset management fee expense was recognized for accounting purposes.

We ~~incurred approximately~~currently ~~$0.2~~anticipate ~~million~~all ~~and~~or ~~$0.7~~a ~~million~~significant inportion of asset management fees ~~payable~~for ~~to our Advisor during~~ the ~~quarter~~remainder ~~and~~of ~~nine~~2015 ~~months~~will ~~ended~~be ~~September 30,~~settled ~~2013,~~in ~~respectively.~~accordance ~~Under~~with the ~~Original~~terms ~~Expense Support Agreement, all~~ of the ~~asset management~~ ~~fees~~Amended ~~for the period April 1, 2012 through December 31, 2013, were deferred~~ and ~~subordinated~~Restated toExpense usSupport ~~meeting~~Agreement; ~~certain~~thereby ~~performance~~resulting ~~metrics.~~in ~~These~~continued ~~charges~~reductions ~~were included~~ in asset management ~~fee~~fees expense. ~~and~~See ~~the~~“Expense ~~deferral~~Support ofAgreements” ~~such~~above ~~amounts~~for ~~was included~~additional ininformation ~~the~~relating ~~expense~~to ~~support credit in~~ the ~~accompanying~~Amended ~~statements~~and ofRestated ~~operations. See “~~Expense Support” ~~below~~Agreement.

WeProperty ~~currently~~Management ~~anticipate~~Fees. ~~all or~~We aincurred ~~significant~~approximately ~~portion~~$0.08 ofmillion ~~asset~~and ~~management~~$0.06 ~~fees~~million, ~~for~~respectively, ~~the remainder of 2014 will be paid~~ in ~~the~~property ~~form~~management offees payable ~~Restricted~~to ~~Stock~~our inProperty ~~accordance~~Manager ~~with~~and ~~the~~sub-property ~~terms~~managers ofduring the ~~Amended~~three ~~and~~months ~~Restated~~ended ~~Expense Support Agreement~~March 31, ~~thereby~~2015 ~~resulting~~and in2014, afor ~~reduction~~services in ~~asset management~~managing ~~fees~~our ~~expense~~property operations. ~~See~~Property ~~“Expense~~management ~~Support~~fees ~~Agreements”~~generally ~~above~~range ~~for~~from ~~additional~~1.5% ~~information relating~~ to ~~the~~4.5% ~~Amended~~of ~~and~~property ~~Restated Expense Support Agreement~~revenues.

~~Property~~Depreciation ~~Management~~and ~~Fees~~Amortization. WeDepreciation ~~incurred approximately $0.2 million in property management fees payable to our Property Manager~~ and ~~sub-property~~amortization ~~managers during~~for ~~each of~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 ~~for~~was ~~services in managing our property operations, including~~ approximately $01.08 5 million and $01.076 million ~~during each of the quarters ended September 30~~, ~~2014 and 2013,~~ respectively. Property management fees generally range from 1.5% to 4.5% of property revenues. The decrease during the quarter and nine months ended was due to the decrease in revenues as a result of the February 2014 amendment to the lease of our Jacksonville Distribution Center described above.

~~Depreciation~~Interest ~~and~~Expense ~~Amortization. Depreciation~~ and ~~amortization~~Loan ~~was~~Cost ~~approximately $1~~Amortization.6 ~~million~~Interest expense and ~~$4.7~~ ~~million~~loan ~~for~~cost ~~each~~amortization offor the ~~quarters and nine~~ three months ended ~~September~~March 3031, 2015 and 2014, was approximately $0.8 million and ~~September 30,~~$0.9 ~~2013~~million, respectively.

~~Expense~~Income ~~Support~~Taxes. For ~~the~~each ~~nine~~of the three months ended ~~September~~March 3031, ~~2013,~~2015 ~~approximately $0.7 million~~ and ~~$0.5 million in asset management fees and operating-related personnel expenses~~2014, ~~respectively,~~we ~~were~~recognized ~~deferred~~tax ~~and~~expense ~~subordinated in accordance with the terms~~ of ~~the Original Expense Support Agreement, including~~ approximately $~~0.2 million and $0.1 million~~13, ~~respectively~~000, ~~for~~relating ~~the~~to ~~quarter~~our ~~ended~~properties ~~September 30, 2013. We will record such amounts as operating expenses~~ in ~~future periods to the extent, if any; we determine these amounts are probable of being reimbursed to our Advisor~~Texas.

~~Assuming~~Analysis ~~our~~of Discontinued ~~Advisor~~Operations. ~~does~~During ~~not~~the ~~terminate~~year ended December 31, 2014, we entered into a share purchase agreement for the ~~Amended~~sale ~~and~~of ~~Restated~~94.9% ~~Expense~~of ~~Support Agreement,~~our weequity ~~expect~~interest in the ~~net~~entities ~~impact~~that toown ~~net~~our ~~income~~German ~~(loss)~~properties, as described above in “Foreign Discontinued Operations.” It was determined that this represented a strategic shift, and as a result, we accounted for the ~~remainder~~revenues ofand ~~2014~~expenses ~~from~~associated with the ~~Advisor~~entities ~~providing~~that ~~expense~~own ~~support~~our toGerman ~~not~~properties beas ~~materially~~discontinued ~~different~~operations ~~than~~for ~~expense~~all periods ~~support~~presented in ~~2013~~accordance ~~for~~with GAAP. In January 2015, we completed the ~~same~~sale ~~period~~of 94.9% of our equity interest in these entities and recognized an approximate $0.2 million gain on the sale.

~~Interest~~Income ~~Expense~~from ~~and~~discontinued ~~Loan~~operations, ~~Cost~~net ~~Amortization.~~of ~~Interest expense and loan cost amortization for the nine months ended September 30~~tax, ~~2014 and 2013~~ was approximately $20.63 million and $~~2.9 million, respectively, including $~~0.91 million for ~~each of~~ the ~~quarters~~three months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013. The decrease in interest expense and loan cost amortization for the periods presented was primarily~~2014, ~~the result of (i) repaying our $4~~respectively.0 ~~million mezzanine loan relating to one of our properties in March 2013, which bore interest at a rate of 11% per annum, and (ii) repaying our credit facility balance of $0.8 million in January 2013.~~

Income Taxes. During each of the nine months ended September 30, 2014 and 2013, we recognized tax expense of approximately $0.04 million, relating to our properties in Texas, including $0.01 million for each of the quarters ended September 30, 2014 and 2013, respectively.

Analysis of Discontinued Operations:

During the quarter ended June 30, 2014, we established our intent to sell our five German properties and in August 2014, we signed a non-binding letter of intent to sell a 94.9% interest in the entities that own our German portfolio, as described in Note 5. “Assets and Liabilities Held for Sale” in the accompanying consolidated financial statements. As a result, we accounted for the revenues and expenses associated with our entities that hold our German properties, as discontinued operations for all periods presented in accordance with accounting standards. In addition, we discontinued recording depreciation and amortization expense on these properties with the determination in June 2014 to seek the sale of the assets of these entities. Income from discontinued operations net of tax was $0.23 million and $0.17 million during the quarter and nine months ended September 30, 2014, respectively, as compared to $0.1 million and $0.3 million during the quarter and nine months ended September 30, 2013, respectively.

During the quarter and nine months ended September 30, 2014, we recognized approximately $0.02 million and $0.4 million, respectively, of income tax expense. Income from discontinued operations was higher during the quarter ended September 30, 2014 because during the second quarter of 2014, it was deemed more likely than not that the deferred tax assets related to our German operations will not be realized due to our current and foreseeable operations and a full valuation was recognized.

Any gain or loss from the sale of one or more of these entities will be recorded as gain (loss) from discontinued operations.

FUNDS FROM OPERATIONS AND MODIFIED FUNDS FROM OPERATIONS

Due to certain unique operating characteristics of real estate companies discussed below, the National Association of Real Estate Investment Trusts (“NAREIT”) promulgated a measure known as FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust, or REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the “White Paper.” The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, real estate asset impairment write-downs, depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.

We may, in the future, make other adjustments to net loss in arriving at FFO as identified above at the time that any such other adjustments become applicable to our results of operations. FFO, for example, may exclude impairment charges of real estate-related investments. Because GAAP impairments represent non-cash charges that are not allowed to be reversed if the underlying fair values improve or because the timing of impairment charges may lag the onset of certain operating consequences, we believe FFO provides useful supplemental information related to current consequences, benefits and sustainability related to rental rates, occupancy and other core operating fundamentals. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance. While impairment charges may be excluded from the calculation of FFO 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. In addition, FFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO.

28Notwithstanding the widespread reporting of FFO, changes in accounting and reporting rules under GAAP that were adopted after NAREIT’s definition of FFO have prompted a significant increase in the magnitude of non-operating items included in FFO. For example, acquisition fees and expenses, which we have funded from the proceeds of our Offering and which we do not view as an operating expense of a property, are now deducted as expenses in the determination of GAAP net income. As a result, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as modified FFO (“MFFO”), which the IPA has recommended as a supplemental measure for publicly registered, non-traded REITs and which we believe to be another additional supplemental measure to reflect the operating performance of a non-traded REIT. Under IPA Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs (“IPA Guideline”), MFFO excludes from FFO additional non-cash or non-recurring items, including the following:

Notwithstanding the widespread reporting of FFO, changes in accounting and reporting rules under GAAP that were adopted after NAREIT’s definition of FFO have prompted a significant increase in the magnitude of non-operating items included in FFO. For example, acquisition fees and expenses, which we have funded from the proceeds of our Offering and which we do not view as an operating expense of a property, are now deducted as expenses in the determination of GAAP net income. As a result, the Investment Program Association (“IPA”), an industry trade group, has standardized a measure known as modified FFO, or MFFO, which the IPA has recommended as a supplemental measure for publicly registered, non-traded REITs and which we believe to be another additional supplemental measure to reflect the operating performance of a non-traded REIT. Under IPA Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs (“IPA Guideline”), MFFO excludes from FFO additional non-cash or non-recurring items, including the following:

•

acquisition fees and expenses which have been deducted as expenses in the determination of GAAP net income;

•

non-cash amounts related to straight-line rent;

•

amortization of above or below market intangible lease assets and liabilities;

•

accretion of discounts and amortization of premiums on debt investments;

•

impairments of loans receivable, and equity and debt investments;

•

realized gains or losses from the early extinguishment of debt;

•

realized gains or losses on the extinguishment or sales of hedges, foreign exchange, securities and other derivatives holdings except where the trading of such instruments is a fundamental attribute of our operations;

•

unrealized gains or losses related to fair value adjustments for derivatives not qualifying for hedge accounting, including interest rate and foreign exchange derivatives;

•

unrealized gains or losses related to consolidation from, or deconsolidation to, equity accounting;

•

adjustments related to contingent purchase price obligations where such adjustments have been included in the derivation of GAAP net income; and

•

adjustments related to the above items for unconsolidated entities in the application of equity accounting.

We24 consider MFFO as a supplemental measure when assessing our operating performance. We have calculated MFFO in accordance with the IPA Guideline. For the quarters and nine months ended September 30, 2014 and 2013, our MFFO is FFO, excluding acquisition fees and expenses, straight-line rent adjustments, the amortization of above- and below-market leases and realized gains or losses from the early extinguishment of debt, which we believe is helpful in evaluating our results of operations for the reasons discussed below.

• Acquisition fees and expenses. In evaluating investments in real estate, management’s investment models and analyses differentiate between costs to acquire the investment and the operating results derived from the investment. Acquisition fees and expenses have been funded from the proceeds of our Offering and other financing sources and not from operations. We believe by excluding acquisition fees and expenses, MFFO provides useful supplemental information that is comparable between differing reporting periods for each type of our real estate investments and is more indicative of future operating results from our investments as consistent with management’s analysis of the investing and operating performance of our properties. The exclusion of acquisition fees and expenses has been the most significant adjustment to us to date, as we have been in our offering and acquisition stages. However, if earnings from the operations of our properties or net sales proceeds from the future disposition of our properties are not sufficient enough to overcome the acquisition costs and fees incurred, then such fees and expenses will have a dilutive impact on our returns.

We consider MFFO as a supplemental measure when assessing our operating performance. We have calculated MFFO in accordance with the IPA Guideline. For the three months ended March 31, 2015 and 2014, our MFFO is FFO, excluding amortization of above- and below-market leases and straight-line rent adjustments which we believe is helpful in evaluating our results of operations for the reasons discussed below.

•

Amortization of above- and below-market leases. Under GAAP, certain intangibles are assumed to diminish predictably in value over time and are amortized, similar to depreciation and amortization of other real estate-related assets that are excluded from FFO. However, because real estate values and market lease rates historically rise or fall with market conditions, we believe that by excluding charges relating to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate.

•

Straight-line rent adjustments. Under GAAP, rental receipts are allocated to periods using various methodologies. This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (to restate such payments from a GAAP accrual basis to a cash basis), MFFO provides useful supplemental information on the realized economic impact of lease terms, providing insight on the contractual cash flows of such lease terms, and aligns results with management’s analysis of operating performance.

• Realized gains or losses from the early extinguishment of debt. Management believes that adjusting for gains or losses on the early extinguishment of debt is appropriate because they are non-recurring, non-cash adjustments that may not be reflective of our ongoing operating performance.

We may, in the future, make other adjustments to FFO and MFFO as identified above at the time that any such other adjustments become applicable to our results of operations. MFFO, for example may exclude gains or losses related to fair value adjustments for derivatives not qualifying for hedge accounting. These items relate to a fair value adjustment, which is based on the impact of current market fluctuations and underlying assessments of general market conditions and specific performance of the holding, which may not be directly attributable to our current operating performance. As these gains or losses relate to underlying long-term assets and liabilities, where we are not speculating or trading assets, management believes MFFO provides useful supplemental information by focusing on the changes in our core operating fundamentals rather than changes that may reflect anticipated gains or losses. We believe MFFO provides useful supplemental information related to current consequences, benefits and sustainability related to rental rates, occupancy and other core operating fundamentals.

We believe that MFFO is helpful in assisting management to assess the sustainability of our distribution and operating performance in future periods, particularly for periods after our offering and acquisition stages are completed, because MFFO excludes acquisition fees and expenses that affect property operations only in the period in which a property is acquired; however, MFFO should only be used by investors to assess the sustainability of our operating performance for periods after the completion of our Offering and the acquisition of our properties. Acquisition fees and expenses have a negative effect on our cash flows from operating activities during the periods in which properties are acquired.

Presentation of MFFO also is intended to provide useful information to investors as they compare the operating performance of different non-traded REITs, although it should be noted that not all REITs calculate MFFO the same way, so comparisons with other REITs may not be meaningful. Neither the Securities and Exchange Commission, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate MFFO. Furthermore, FFO and MFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should not be construed as historic performance measures or as more relevant or accurate than the current GAAP methodology in calculating net income (loss) and its applicability in evaluating our operating performance.

3025

The following table presents a reconciliation of net loss to FFO and MFFO for ~~quarter~~three ~~and nine~~ months ended ~~September~~ March 3031:

	Quarter Ended September 30,						Nine months Ended September 30,
	Three Months EndedMarch 31,
	2014			2013			2014			2013
	2015			2014
Net loss	$	(~~589~~576,~~145~~605	)	$	(~~459~~575,~~594~~502	)	$	~~(2,153,956~~	)	$	~~(1,831,197~~	)
Adjustments:
Depreciation and amortization (including amortization of in place lease intangible assets):
Gain on sale of foreign discontinued operations		(238,411	)		—
Continuing operations		1,553,665			1,551,537			4,657,435			4,653,743
Discontinued operations
Discontinued operations		—			212,949			369,522			635,153
Depreciation and amortization:
FFO		964,520			1,304,892			2,873,001			3,457,699
Continuing operations		1,504,471			1,551,885
Acquisition fees and expenses(1):
Discontinued operations		—			170,089
Continuing operations		—			—			—			2,970
FFO		689,455			1,146,472
Discontinued operations		—			1,727			—			43,352
Amortization of above- and below-market lease intangible assets: (1)
Amortization of above- and below-market lease intangible assets(2):
Continuing operations		70,757			70,757
Continuing operations		70,757			70,757			212,270			212,270
Discontinued operations		—			6,230
Discontinued operations		—			1,506			17,553			4,492
Straight-line rent adjustments: (2)
Straight-line rent adjustments(3):
Continuing operations		91,939			(592,019	)
Continuing operations		85,700			(178,771	)		(1,044,553	)		(536,313	)
Discontinued operations		—			(4,862	)
Discontinued operations		—			6,337			(13,423	)		(16,350	)
MFFO	$	852,151		$	626,578
Realized loss on early extinguishment of debt(4):
Weighted average number of shares of common stock outstanding (basic and diluted)		8,257,410			8,257,410
Continuing operations		—			—			—			99,134
Net loss per share (basic and diluted)	$	(0.07	)	$	(0.07	)
MFFO	$	1,120,977		$	1,206,448		$	2,044,848		$	3,267,254
FFO per share (basic and diluted)	$	0.08		$	0.14
Weighted average number of shares of common stock outstanding (basic and diluted)		8,257,410			8,257,410			8,257,410			7,821,222
MFFO per share (basic and diluted)	$	0.10		$	0.08
Net loss per share (basic and diluted)	$	(0.07	)	$	(0.06	)	$	(0.26	)	$	(0.23	)
FFO per share (basic and diluted)	$	0.12		$	0.16		$	0.35		$	0.44
MFFO per share (basic and diluted)	$	0.14		$	0.15		$	0.25		$	0.42

FOOTNOTES:

(1) InUnder ~~evaluating investments in real estate~~GAAP, ~~management~~certain ~~differentiates~~intangibles ~~the~~are ~~costs~~accounted ~~to acquire the investment from the operations derived from the investment. Such information would be comparable only~~ for ~~non-traded~~at ~~REITs~~cost ~~that have completed their acquisition activity~~ and ~~have~~reviewed ~~other~~at ~~similar~~least ~~operating~~annually ~~characteristics.~~for ~~By excluding expensed acquisition costs~~impairment, ~~management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment~~ and iscertain ~~consistent~~intangibles ~~with~~are ~~management’s~~assumed ~~analysis~~to ofdiminish ~~the~~predictably ~~investing~~in ~~and~~value ~~operating~~over ~~performance~~time ~~of our properties. Acquisition fees~~ and ~~expenses~~are ~~include~~amortized, ~~payments~~similar to ~~our~~depreciation ~~Advisor or third parties. Acquisition fees~~ and ~~expenses~~amortization ~~under GAAP are considered operating expenses and as expenses included in the determination~~ of ~~net~~other ~~income~~real ~~and~~estate-related ~~income~~assets ~~from~~that ~~continuing operations, both of which~~ are ~~performance~~excluded ~~measures~~from ~~under GAAP~~FFO. ~~Acquisition fees and expenses will have negative effects on returns to investors~~However, ~~the~~because ~~potential~~real ~~for~~estate ~~future~~values ~~distributions,~~ and ~~cash~~market ~~flows~~lease ~~generated~~rates byhistorically ~~us,~~rise ~~unless earnings from operations~~ or ~~net~~fall ~~sales~~with ~~proceeds~~market ~~from~~conditions, ~~the~~management ~~disposition~~believes ofthat ~~properties~~by ~~are~~excluding ~~generated~~charges relating to ~~cover~~amortization ~~the purchase price~~ of ~~the~~these ~~property~~intangibles, ~~these~~MFFO ~~fees~~provides ~~and~~useful ~~expenses~~supplemental ~~and~~information ~~other~~on ~~costs~~the ~~related~~performance toof the ~~property~~real estate.

(2) Under GAAP, ~~certain~~rental ~~intangibles~~receipts are ~~accounted~~allocated ~~for~~to atperiods ~~cost~~using ~~and~~various ~~reviewed~~methodologies. atThis ~~least~~may ~~annually~~result ~~for~~in ~~impairment,~~income ~~and~~recognition ~~certain~~that ~~intangibles~~is ~~are~~significantly ~~assumed~~different tothan ~~diminish~~underlying ~~predictably~~contract interms. ~~value~~By ~~over~~adjusting ~~time~~for ~~and~~these ~~are~~items ~~amortized, similar~~ (to ~~depreciation~~restate ~~and~~such ~~amortization~~payments offrom ~~other~~a ~~real~~GAAP ~~estate-related~~accrual ~~assets~~basis ~~that~~to ~~are~~a ~~excluded~~cash ~~from FFO. However~~basis), ~~because~~MFFO ~~real~~provides ~~estate~~useful ~~values~~supplemental ~~and~~information ~~market~~on ~~lease~~the ~~rates~~realized ~~historically~~economic ~~rise~~impact orof ~~fall~~lease ~~with market conditions~~terms, ~~management~~providing ~~believes~~insight ~~that~~on bythe ~~excluding~~contractual ~~charges~~cash ~~relating~~flows ~~to amortization~~ of ~~these~~such ~~intangibles~~lease terms, ~~MFFO~~and ~~provides~~aligns ~~useful~~results ~~supplemental~~with ~~information~~management’s onanalysis ~~the performance~~ of ~~the~~operating ~~real estate~~performance.

~~(3)~~The ~~Under~~fluctuation ~~GAAP,~~in ~~rental~~FFO ~~receipts~~and ~~are~~MFFO ~~allocated~~across to periods ~~using~~was ~~various~~primarily ~~methodologies.~~attributable ~~This may result in income recognition that is significantly different than underlying contract terms. By adjusting for these items (~~to ~~restate such payments from a GAAP accrual basis to a cash basis), MFFO provides useful supplemental information on~~ the following: ~~realized economic impact of lease terms, providing insight on the contractual cash flows of such lease terms, and aligns results with management’s analysis of operating performance.~~

~~(4)~~• ~~Management~~The ~~believes~~approximate ~~that~~$0.4 ~~adjusting~~million ~~for~~decrease ~~the~~in ~~realized~~FFO ~~loss~~across onperiods ~~the~~is ~~early~~reflective ~~extinguishment~~ of ~~debt~~selling is94.9% ~~appropriate~~of ~~because~~our ~~the~~equity ~~write-off~~interest ofin ~~unamortized~~the ~~loan~~entities ~~costs~~that isown aour ~~non-recurring,~~German ~~non-cash~~properties ~~adjustment~~in ~~that~~January is2015, ~~not~~as ~~reflective~~well ofas ~~our~~increased ~~ongoing~~general ~~operating~~and ~~performance~~administrative ~~and~~expenses ~~aligns~~related ~~results~~to ~~with~~the ~~management~~Company’s ~~analysis~~strategic ~~of operating performance~~alternatives.

• In February 2014, we executed a lease amendment with the tenant at our Jacksonville Distribution Center, which extended the lease term from February 2018 to November 2024 and, among other things, granted free rent for the period from February 2014 through May 2014. Approximately $0.6 million for the three months ended March 31, 2014 has been recognized as non-cash revenues in the accompanying condensed consolidated statements of operations and have been deducted from MFFO as non-cash straight-line rent adjustments. Although the lease extension reduced our MFFO, we believe it enhanced the value of our property. MFFO increased by approximately $0.6 million during the three months ended March 31, 2015 because no deductions of straight-line rent from lease amendments were recorded during the three months ended March 31, 2015. This increase was partially offset by a decrease of $0.4 million decrease in FFO described above.

MFFO for the nine months ended September 30, 2014 was significantly impacted by both the lease extension at the Jacksonville Distribution Center and a valuation allowance recorded on the deferred tax assets related to our German properties:

• In February 2014, we executed a lease amendment with the tenant at our Jacksonville Distribution Center, which extended the lease term from February 2018 to November 2024 and, among other things, granted free rent for the period from February 2014 through May 2014. Approximately $1.0 million for nine months ended September 30, 2014 has been recognized as non-cash revenues in the accompanying condensed consolidated statements of operations and have been deducted from MFFO as non-cash straight-line rent adjustments as compared to approximately $0.5 million for the nine months ended September 30, 2013. Although the lease extension reduced our MFFO, we believe it enhanced the value of our property.

• During the nine months ended September 30, 2014, we recognized approximately $0.4 million of income tax expense when we determined the deferred tax assets related to our German operations were no longer more likely than not to be realized because of our intention to sell these properties. Although non-recurring in nature, MFFO for the nine months ended September 30, 2014 has not been adjusted for the resulting non-cash charge

RELATED PARTY ARRANGEMENTS

We have entered into agreements with our Advisor and its affiliates, whereby we agree to pay certain fees to, or reimburse certain expenses of, our Advisor or its affiliates for acquisition and advisory services, organization and offering costs, selling commissions, marketing support fees, asset and property management fees and reimbursement of operating costs. See Note 8,9. “Related Party Arrangements” in the accompanying condensed consolidated financial statements and “Item 13. Certain Relationships and Related Transactions, and Director Independence” in our Form 10-K for the year ended December 31, ~~2013~~2014 for a discussion of the various related party transactions, agreements and fees.

OFF BALANCE SHEET ARRANGEMENTS

As of ~~September~~March 3031, ~~2014~~2015, we ~~had~~owned noa ~~off~~5.1% ~~balance~~non-controlling ~~sheet~~interest ~~arrangements~~in the entities that own our German Properties. The debt related to the German properties was approximately $11.8 million at the exchange rate of $1.09 per Euro as of March 31, 2015.

CONTRACTUAL OBLIGATIONS

For the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, our contractual obligations were not materially different from the amounts reported for the year ended December 31, ~~2013~~2014. See our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 for a summary of our contractual obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

See Item 1. “Financial Statements” and our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 for a summary of our Critical Accounting Policies and Estimates.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

See Item 1. “Financial Statements” for a summary of the impact of recent accounting pronouncements.

3227

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates or variable rates with the lowest margins available.

The following is a schedule as of ~~September~~March 3031, ~~2014~~2015 of our fixed rate debt maturities for the remainder of ~~2014~~2015, ~~and~~ each of the next four years, and thereafter (principal maturities only):

	2014		2015		2016		2017		2018		Thereafter		Total		Fair Value¹
	2015		2016		2017		2018		2019		Thereafter		Total		Fair Value¹
Fixed rate debt	$	~~351~~1,~~297~~091,344	$	130,~~452~~882,~~414~~372	$	30824,~~882,372~~418	$	~~824~~875,~~418~~963	$	~~875~~930,~~963~~732	$	2221,~~084~~153,~~673~~940	$	5655,~~471~~758,~~137~~769	$	57,~~000~~790,~~000~~433
Total debt	$	~~351~~1,~~297~~091,344	$	130,~~452~~882,~~414~~372	$	30824,~~882,372~~418	$	~~824~~875,~~418~~963	$	~~875~~930,~~963~~732	$	2221,~~084~~153,~~673~~940	$	5655,~~471~~758,~~137~~769	$	57,~~000~~790,~~000~~433

	2014			2015			2016			2017			2018			Thereafter			Total
	2015			2016			2017			2018			2019			Thereafter			Total
Weighted average fixed interest rates of maturities		5.77	%		5.7754	%		56.5408	%		6.08	%		6.08	%		6.08	%		5.78	%

FOOTNOTE:

(1) The fair market value of fixed rate debt was determined using discounted cash flows based on market interest rates as of ~~September~~March 3031, ~~2014~~2015. We determined market rates through discussions with our existing lenders pricing our loans with similar terms and current rates and spreads.

WeDuring ~~are~~2014 ~~exposed to risk from the effects of exchange rate movements, which may affect future costs~~ and ~~cash~~through ~~flows, as~~ the ~~result~~sale of ~~investing~~94.9% ~~outside~~ of ~~the U.S as~~ our ~~operations~~equity ~~involve~~interest ~~transactions denominated~~ in ~~Euros.~~the entities ~~Our~~that ~~results~~own ofour ~~operations~~German ~~and~~properties ~~cash flows from operations as expressed~~ in ~~U.S.~~January ~~dollars~~2015, ~~may~~we ~~be significantly~~were ~~affected~~exposed byto ~~fluctuations~~risk infrom ~~rates~~the effects of ~~exchange between currencies. We manage~~ foreign currency exchange rate movements ~~by generally placing both our debt obligation to the lender~~ and ~~the~~were ~~tenant’s~~negatively ~~rental~~impacted ~~obligation~~by tomovements us in ~~the~~foreign ~~same currency~~currencies. ~~This~~Subsequent ~~reduces~~to ~~our~~January ~~overall~~2015, ~~exposure~~our exposure to the ~~equity~~impact ~~that~~of wefuture ~~have~~movements ~~invested~~in ~~and~~ the ~~equity~~exchange ~~portion~~rate of ~~our~~Euro ~~cash~~to ~~flow~~U.S. ~~During~~dollars ~~the~~on ~~nine~~our ~~months~~financial ~~ended~~results ~~September 30,~~is ~~2014,~~limited ~~approximately~~to ~~18% of~~ our ~~revenues~~retained ~~which~~5.1% ~~are~~non-controlling ~~included~~interest in ~~income~~the ~~(loss)~~entities ~~from discounted~~that ~~operations,~~own ~~net, on~~ the ~~statement~~German ~~of operations were denominated in Euros and derived from~~ properties ~~located in Europe~~.

The results of a hypothetical 10% fluctuation in the average Euro to U.S. dollar exchange rate would have resulted in an increase or decrease in rental income from operating leases (included in loss from discontinued operations) of approximately $0.3 million for the nine months ended September 30, 2014. Our sensitivity analysis of the effects of changes in the Euro to U.S. dollar exchange rate does not factor in a potential change in annualized base rents and excludes tenant reimbursement income, as well as, property operating expenses, depreciation and amortization, and interest expense. While our risk exposure from the effects of exchange rate movements will be reduced by the planned sale, we anticipate holding a 5.1% non-controlling interest in the entities and therefore our risk exposure will be limited to its non-controlling interest in the entities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

33Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting (as defined under Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings – None

Item 1A.

Risk Factors

There were no material changes in the Company’s risk factors disclosed in Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the period covered by this Quarterly Report, we did not sell any equity securities that were not registered under the Securities Act of 1933.

Secondary Sales of Registered Shares between Investors

We are not aware of any transfers of shares by investors for the ~~quarter~~three months ended ~~September~~March 3031, ~~2014~~2015 and we are not aware of any other trades of our shares, other than previous purchases made in our public offerings and redemptions of shares by us. For the three months ended March 31, 2014, we are aware of transfers of 1,380 shares by investors. The shares were transferred as a sales price of $6.50 per share.

Use of Proceeds from Registered Securities

OnOur ~~April 23,~~Offering ~~2010,~~closed ~~our~~on ~~Registration Statement (File No.~~April ~~333-158478)~~23, ~~covering~~2013; arefer ~~public~~to ~~offering~~our ofAnnual upReport toon ~~$1.5~~Form ~~billion~~10-K ~~(150~~for ~~million~~the ~~shares)~~year ofended ~~common stock~~December 31, ~~was~~2014 ~~declared~~for ~~effective~~additional byinformation ~~the~~on ~~SEC, and~~ the use ~~Offering~~of ~~commenced~~proceeds ~~and~~from ~~closed~~our ~~on April 23, 2013~~Offering.

34The use of proceeds from our Offering and borrowings for the three months ended March 31, 2015 were as follows:


Unused Offering proceeds as of December 31, 2014	$	6,716,533
Principal payments of debt		(291,886	)
Distributions to stockholders		(1,323,429	)

Unused Offering proceeds as of March 31, 2015	$	5,101,218

WeRedemption ~~have used the net proceeds~~ of ~~our~~Shares ~~Offering primarily to invest in a portfolio of income-oriented commercial real estate~~ and ~~real~~Issuer ~~estate-related~~Purchases ~~assets on a global basis. The use~~ of ~~proceeds~~Equity ~~from~~Securities ~~our Offering and borrowings were as follows as of September 30, 2014:~~

	Total			Payments toAffiliates(2)			Payments toOthers
Shares registered		150,000,000
Aggregate price of offering amount registered	$	1,500,000,000
Shares sold(1)		8,397,467
Aggregate offering price of amount sold	$	83,748,071
Offering expenses(3)		(12,265,815	)	$	(8,016,528	)	$	(4,249,287	)
Net offering proceeds to the issuer after deducting Offering expenses		71,482,256
Proceeds from borrowings, net of loan costs		54,022,299
Total net offering proceeds and borrowings		125,504,555
Purchases of and additions to real estate assets		(93,800,627	)					(93,800,627	)
Payment of acquisition fees and expenses (4)		(4,867,082	)		(2,226,784	)		(2,640,298	)
Distributions to stockholders (4) (5)		(8,227,612	)		(61,982	)		(8,165,630	)
Principal payments of debt (5)		(9,037,308	)					(9,037,308	)
Payment of operating expenses (4) (5)		(846,794	)		(608,528	)		(238,266	)
Redemptions of shares		(1,529,670	)					(1,529,670	)
Unused Offering proceeds	$	7,195,462

As a result of the termination of our distribution reinvestment plan and the close of our Offering in April 2013, our board of directors suspended our stock redemption plan effective April 10, 2013. Therefore, we did not redeem any shares of our common stock during the three months ended March 31, 2015.

~~FOOTNOTES:~~Item 3. Defaults Upon Senior Securities – None

~~(1)~~Item ~~Excludes~~4. ~~unregistered~~Mine ~~shares~~Safety ~~issued~~Disclosures to– ~~our~~Not ~~Advisor.~~applicable

~~(2)~~Item ~~For~~5. ~~purposes~~Other ofInformation ~~this~~– table, “Payments to Affiliates” represents direct or indirect payments to directors, officers or general partners of the issuer or their associates; to persons owning 10% or more of any class of equity securities of the issuer; and to affiliates of the issuer.None

(3) Offering expenses paid to affiliates include selling commissions and marketing support fees paid to the managing dealer of our Offering (all or a portion of which were paid to unaffiliated participating brokers by the managing dealer). Reimbursements to our Advisor of expenses of the Offering that it incurred on our behalf from unrelated parties such as legal fees, printing costs, and registration fees are included in Payments to Others for purposes of this table. This table does not include amounts incurred by our Advisor in excess of the 15% limitation on total offering expenses (including selling commissions and marketing support fees) that were paid by our Advisor and for which we are not obligated to repay, or amounts deferred under the expense support agreements as described in “Related Party Arrangements” in the accompanying consolidated financial statements in Item 16. ~~“Financial Statements” and Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~Exhibits

~~(4)~~The Weexhibits ~~funded~~required ~~acquisition~~by ~~fees~~this ~~and~~item ~~expenses, including investment services fees, from net proceeds of our Offering. However, for GAAP purposes, such amounts~~ are ~~treated~~set asforth ~~an expense~~ in ~~calculating~~the ~~our~~Exhibit ~~net~~Index attached ~~income~~hereto ~~(loss)~~ and ~~as a deduction in calculating our net cash provided by (used in) operating activities. For GAAP purposes, we~~ are ~~required~~filed toor ~~report~~incorporated ~~distributions in excess of net cash provided by operating activities~~ as ~~funded~~part ~~from other sources (i.e., Offering proceeds), regardless~~ of ~~whether~~this ~~amounts included in the calculation of net cash provided by operating activities were funded from other sources~~report. Offering proceeds used to fund distributions to stockholders, as presented in the table above, represents amounts we consider used for such purposes, after taking into account items, such as acquisition fees and expenses, being paid from Offering proceeds.

~~(5)~~29 We may pay distributions, debt service and/or operating expenses from the remaining amount of our net proceeds of our Offering. The amounts presented above represent the net proceeds used for such purposes as of September 30, 2014.

~~Table~~SIGNATURES ~~of Contents~~

~~Redemption~~Pursuant ofto ~~Shares~~the ~~and~~requirements ~~Issuer~~of ~~Purchases~~Section 13 or 15(d) of ~~Equity~~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, on the 8th day of May, 2015.

AsGLOBAL aINCOME ~~result~~TRUST, ofINC. ~~the~~By: ~~termination~~/s/ ofThomas ~~our~~K. ~~distribution~~Sittema ~~reinvestment~~THOMAS ~~plan~~K. ~~and~~SITTEMA ~~the~~Chief ~~close~~Executive ofOfficer ~~our~~and ~~Offering~~President in(Principal ~~April~~Executive ~~2013,~~Officer) ~~our~~By: ~~board~~/s/ ofTammy ~~directors~~J. ~~suspended~~Tipton ~~our~~TAMMY ~~stock redemption plan effective April 10, 2013~~J. ~~Therefore,~~TIPTON weChief ~~did~~Financial ~~not~~Officer ~~redeem~~(Principal ~~any~~Financial ~~shares of our common stock during the nine months ended September 30, 2014.~~ Officer)

~~Item~~30 ~~3. Defaults Upon Senior Securities – None~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

~~Item~~EXHIBIT 5.INDEX ~~Other Information – None~~

~~Item 6.~~ Exhibits:

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this report.


31.1		Certification of the Chief Executive Officer of Global Income Trust, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2		Certification of the Chief Financial Officer of Global Income Trust, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32		Certification of the Chief Executive Officer and Chief Financial Officer of Global Income Trust, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

101		The following materials from Global Income Trust, Inc. Quarterly Report on Form 10-Q for the three months ended March 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statement of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

3631

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 5th day of November, 2014.

GLOBAL INCOME TRUST, INC. By: /s/ Thomas K. Sittema THOMAS K. SITTEMA Chief Executive Officer and President (Principal Executive Officer) By: /s/ Tammy J. Tipton TAMMY J. TIPTON Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibits:

31.1		Certification of the Chief Executive Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2		Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1		Certification of the Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
101		The following materials from Global Income Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, (ii) Condensed Consolidated Statements of Operations for the quarter and nine months ended September 30, 2014 and 2013, (iii) Condensed Consolidated Statements of Comprehensive Loss for the quarter and nine months ended September 30, 2014 and 2013, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2014 and the year ended December 31, 2013, (v) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2014 and 2013, and (vi) Notes to the Condensed Consolidated Financial Statements.

Filing Compare · Global Income Trust, Inc.