REAL ESTATE HELD FOR INVESTMENT | REAL ESTATE HELD FOR INVESTMENT As of September 30, 2019, the Company’s portfolio of real estate held for investment was composed of four office properties and an office campus consisting of five office buildings, encompassing in the aggregate approximately 2.7 million rentable square feet. As of September 30, 2019, the Company’s real estate portfolio was 74% occupied. The following table summarizes the Company’s real estate portfolio as of September 30, 2019 (in thousands): Property Date Acquired City State Property Type Total Real Estate Accumulated Depreciation and Amortization Total Real Estate, Net Willow Oaks Corporate Center 08/26/2009 Fairfax VA Office $ 118,547 $ (24,520) $ 94,027 Union Bank Plaza 09/15/2010 Los Angeles CA Office 195,544 (34,710) 160,834 Granite Tower 12/16/2010 Denver CO Office 144,368 (31,588) 112,780 Fountainhead Plaza 09/13/2011 Tempe AZ Office 119,384 (27,357) 92,027 Corporate Technology Centre 03/28/2013 San Jose CA Office 149,306 (15,254) 134,052 $ 727,149 $ (133,429) $ 593,720 As of September 30, 2019, the following properties represented more than 10% of the Company’s total assets: Property Location Rentable Total Real Estate, Net Percentage of Annualized Base Rent (in thousands) (1) Average Annualized Base Rent per Sq. Ft. Occupancy Union Bank Plaza Los Angeles, CA 701,888 $ 160,834 15.2 % $ 23,798 $ 42.29 80 % Corporate Technology Centre San Jose, CA 415,492 134,052 12.7 % 5,774 33.39 42 % Granite Tower Denver, CO 591,070 112,780 10.7 % 18,884 34.86 92 % _____________________ (1) Annualized base rent represents annualized contractual base rental income as of September 30, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. Annualized base rent excludes leases that have been executed but have not commenced as of September 30, 2019. Operating Leases The Company’s real estate properties held for investment are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2019, the leases had remaining terms, excluding options to extend, of up to 15.7 years with a weighted-average remaining term of 6.6 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or part of the leased premises after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $3.4 million and $2.5 million as of September 30, 2019 and December 31, 2018, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized deferred rent from tenants, net of lease incentive amortization, which reduced rental income by $2.8 million and $3.1 million, respectively. As of September 30, 2019 and December 31, 2018, the cumulative deferred rent balance was $78.8 million and $61.7 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $54.8 million and $38.6 million of unamortized lease incentives as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019 and December 31, 2018, lease incentive payable was $52.1 million and $35.2 million, respectively, and is included in accounts payable and accrued liabilities on the accompanying balance sheets. As of September 30, 2019, the future minimum rental income from the Company’s properties held for investment under non-cancelable operating leases was as follows (in thousands): October 1, 2019 through December 31, 2019 $ 14,264 2020 59,820 2021 55,459 2022 59,634 2023 54,929 Thereafter 388,947 $ 633,053 As of September 30, 2019, the Company had approximately 80 tenants over a diverse range of industries and geographic areas in its portfolio of real estate held for investment. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows: Industry Number of Tenants Annualized Base Rent (1) (in thousands) Percentage of Annualized Base Rent Finance 12 $ 19,363 28.1 % Mining, Oil & Gas Extraction 3 13,154 19.1 % Educational Services 1 11,728 17.0 % $ 44,245 64.2 % _____________________ (1) Annualized base rent represents annualized contractual base rental income as of September 30, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. No other tenant industries accounted for more than 10% of annualized base rent. The Company had not identified any material tenant credit issues as of September 30, 2019. During the nine months ended September 30, 2019, the Company recorded an adjustment to rental income of $0.9 million for lease payments that were deemed not probable of collection and a net recovery of bad debt of $0.1 million, which was included in operating, maintenance, and management expense in the accompanying consolidated statements of operations. During the nine months ended September 30, 2018, the Company recorded bad debt expense of $0.2 million, which was included in operating, maintenance, and management expense in the accompanying consolidated statements of operations. As of September 30, 2019, the Company had a concentration of credit risk related to the following tenant leases that represented more than 10% of the Company’s annualized base rent: Annualized Base Rent Statistics Tenant Property Tenant Industry Square Feet % of Portfolio Annualized Base Rent (in thousands) (1) % of Portfolio Annualized Base Rent Annualized Base Rent per Sq. Ft. Lease Expiration Union Bank Union Bank Plaza Finance 295,563 14.6% $ 15,730 22.8% $ 53.22 05/31/2020 03/31/2021/ 05/31/2021/ 05/31/2022 05/31/2035 (2)(3) The University of Phoenix Fountainhead Plaza Educational Services 445,957 22.0% 11,728 17.0% 26.30 08/31/2023 (4) Anadarko Petroleum Corporation Granite Tower Mining, Oil & Gas Extraction 360,584 17.8% 12,256 17.8% 33.99 04/30/2021 / 04/30/2033 (5) _____________________ (1) Annualized base rent represents annualized contractual base rental income as of September 30, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. (2) Represents the expiration dates of the lease as of September 30, 2019 and does not take into account any tenant renewal options. Pursuant to a lease amendment that the Company entered into with Union Bank on December 31, 2017, Union Bank surrendered 15,829 rentable square feet of its total rentable square footage on March 31, 2018 and 31,320 rentable square feet of its total rentable square footage on June 30, 2018. In addition, Union Bank also surrendered 321 parking area passes on March 31, 2018. During the year ended December 31, 2018, the Company received $11.4 million of lease termination fees from Union Bank, of which $8.5 million was deferred as of December 31, 2018. During the nine months ended September 30, 2018, $1.4 million was recognized as rental income and $0.8 million was recognized as other operating income in the accompanying consolidated statement of operations. During the nine months ended September 30, 2019, $1.4 million was recognized as rental income and $0.7 million was recognized as other operating income in the accompanying consolidated statements of operations, and $6.4 million was deferred as of September 30, 2019 and included in other liabilities on the accompanying consolidated balance sheets. (3) On August 2, 2019, the Company entered into amended and restated lease agreements with Union Bank relating to Union Bank’s office, retail, and storage spaces, which amended the terms of the leases as follows: (i) remeasured the existing rentable square footage from 295,563 rentable square feet to 307,729 rentable square feet effective June 1, 2020, (ii) of the 307,729 rentable square feet, a total of 131,135 rentable square feet of office space and 11,985 rentable square feet of retail space will be surrendered at various dates between May 31, 2020 and May 31, 2022 and the remaining 164,609 rentable square feet will expire on May 31, 2035, and (iii) the addition of 3,152 rentable square feet of retail space for a 15-year lease term expiring on May 31, 2035. Each of Union Bank’s amended and restated office and retail lease agreements has two five (4) The University of Phoenix has two options to extend the term of this lease for five years per option term. (5) Per the lease agreement, 64,841 rentable square feet will expire on April 30, 2021 and the remainder will expire on April 30, 2033. Anadarko Petroleum Corporation has an option to terminate all or a portion of its leased space effective April 30, 2028 or April 30, 2030. No other tenant accounted for more than 10% of annualized base rent. Geographic Concentration Risk |