Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-54376 | |
Entity Registrant Name | STRATEGIC REALTY TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 90-0413866 | |
Entity Address, Address Line One | P.O. Box 5049 | |
Entity Address, City or Town | San Mateo, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94402 | |
City Area Code | 650 | |
Local Phone Number | 343-9300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,739,814 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001446371 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | ||
Investments in real estate | ||||
Land | $ 13,791 | $ 13,536 | ||
Building and improvements | 23,732 | 23,732 | ||
Tenant improvements | 1,418 | 1,264 | ||
Investments in real estate, gross | 38,941 | 38,532 | ||
Accumulated depreciation | (3,548) | (3,308) | ||
Investments in real estate, net | 35,393 | 35,224 | ||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 550 | 554 | ||
Development costs | 23,037 | 20,813 | ||
Properties under development and development costs | 49,438 | 47,218 | ||
Cash, cash equivalents and restricted cash | 6,306 | 7,241 | ||
Prepaid expenses and other assets, net | 242 | 114 | ||
Tenant receivables, net of $128 and $14 bad debt reserve | 697 | 727 | ||
Lease intangibles, net | 1,347 | 1,321 | ||
Assets held for sale | 0 | 9,216 | ||
Deferred financing costs, net | 0 | 105 | ||
TOTAL ASSETS (1) | 93,423 | [1] | 101,166 | |
LIABILITIES | ||||
Notes payable, net | 35,649 | 33,927 | ||
Accounts payable and accrued expenses | 1,686 | 2,404 | ||
Amounts due to affiliates | 71 | 140 | ||
Other liabilities | 148 | 180 | ||
Liabilities related to assets held for sale | 0 | 8,939 | ||
Below-market lease liabilities, net | 281 | 296 | ||
TOTAL LIABILITIES (1) | 37,835 | 45,886 | ||
Commitments and contingencies (Note 12) | ||||
EQUITY | ||||
Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding | 0 | 0 | ||
Common stock, $0.01 par value; 400,000,000 shares authorized; 10,739,814 and 10,759,721 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 110 | 110 | ||
Additional paid-in capital | 94,602 | 94,719 | ||
Accumulated deficit | (40,154) | (40,571) | ||
Total stockholders’ equity | 54,558 | 54,258 | ||
Non-controlling interests | 1,030 | 1,022 | ||
TOTAL EQUITY | 55,588 | 55,280 | ||
TOTAL LIABILITIES AND EQUITY | 93,423 | 101,166 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Properties under development and development costs | ||||
Land | 25,851 | 25,851 | ||
Buildings | 550 | 554 | ||
Development costs | 23,037 | 20,813 | ||
Properties under development and development costs | 49,438 | 47,218 | ||
Cash, cash equivalents and restricted cash | 634 | 2,154 | ||
Prepaid expenses and other assets, net | 87 | 7 | ||
Lease intangibles, net | 73 | 4 | ||
TOTAL ASSETS (1) | [2] | 50,232 | 49,383 | |
LIABILITIES | ||||
Notes payable, net | [3] | 18,375 | 16,713 | |
Accounts payable and accrued expenses | 1,410 | 1,702 | ||
Amounts due to affiliates | 65 | 111 | ||
Other liabilities | 5 | 5 | ||
TOTAL LIABILITIES (1) | $ 19,855 | $ 18,531 | ||
[1] | As of March 31, 2020 and December 31, 2019 , includes approximately $50.2 million and $49.4 million , respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $19.9 million and $18.5 million , respectively, of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. Refer to Note 4. “Variable Interest Entities”. | |||
[2] | The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. | |||
[3] | As of March 31, 2020 and December 31, 2019 , includes reclassification of approximately $0.4 million and $0.5 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 7, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 10,739,814 | 10,759,721 |
Common stock, shares outstanding | 10,739,814 | 10,759,721 |
Bad debt reserve | $ 128 | $ 40 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Rental and reimbursements | $ 807 | $ 944 |
Expense: | ||
Operating and maintenance | 450 | 270 |
General and administrative | 405 | 399 |
Depreciation and amortization | 301 | 377 |
Interest expense | 171 | 189 |
Total expense | 1,327 | 1,235 |
Operating loss | (520) | (291) |
Other income (loss): | ||
Equity in loss of unconsolidated joint ventures | 0 | (20) |
Net gain on disposal of real estate | 947 | 0 |
Income (loss) before income taxes | 427 | (311) |
Income taxes | (2) | 0 |
Net income (loss) | 425 | (311) |
Net income (loss) attributable to non-controlling interests | 8 | (7) |
Net income (loss) attributable to common stockholders | $ 417 | $ (304) |
Earnings (loss) per common share - basic and diluted | $ 0.04 | $ (0.03) |
Weighted average shares outstanding used to calculate earnings (loss) per common share - basic and diluted | 10,759,198 | 10,862,806 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interests | Total Stockholders' Equity |
BALANCE at Dec. 31, 2018 | $ 58,070,000 | $ 110,000 | $ 95,336,000 | $ (38,546,000) | $ 1,170,000 | $ 56,900,000 |
BALANCE (in shares) at Dec. 31, 2018 | 10,863,299 | |||||
Redemption of common shares, value | (126,000) | $ 0 | (126,000) | 0 | 0 | (126,000) |
Redemption of common shares (in shares) | (20,855) | |||||
Quarterly distributions | (665,000) | $ 0 | 0 | (651,000) | (14,000) | (651,000) |
Stock Dividends, Shares | 0 | |||||
Net income (loss) | (311,000) | $ 0 | 0 | (304,000) | (7,000) | (304,000) |
BALANCE at Mar. 31, 2019 | 56,968,000 | $ 110,000 | 95,210,000 | (39,501,000) | 1,149,000 | 55,819,000 |
BALANCE (in shares) at Mar. 31, 2019 | 10,842,444 | |||||
BALANCE at Dec. 31, 2019 | 55,280,000 | $ 110,000 | 94,719,000 | (40,571,000) | 1,022,000 | 54,258,000 |
BALANCE (in shares) at Dec. 31, 2019 | 10,759,721 | |||||
Redemption of common shares, value | (117,000) | $ 0 | (117,000) | 0 | 0 | (117,000) |
Redemption of common shares (in shares) | (19,907) | |||||
Net income (loss) | 425,000 | $ 0 | 0 | 417,000 | 8,000 | 417,000 |
BALANCE at Mar. 31, 2020 | $ 55,588,000 | $ 110,000 | $ 94,602,000 | $ (40,154,000) | $ 1,030,000 | $ 54,558,000 |
BALANCE (in shares) at Mar. 31, 2020 | 10,739,814 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 425 | $ (311) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Net gain on disposal of real estate | (947) | 0 |
Equity in loss of unconsolidated joint ventures | 0 | 20 |
Straight-line rent | (14) | (27) |
Amortization of deferred costs | 171 | 158 |
Depreciation and amortization | 301 | 377 |
Amortization of above and below-market leases | (13) | (5) |
Provision for losses on tenant receivable | 168 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (128) | 32 |
Tenant receivables | (119) | (11) |
Accounts payable and accrued expenses | (153) | (22) |
Amounts due to affiliates | (69) | (18) |
Other liabilities | (32) | (117) |
Net cash provided by (used in) operating activities | (410) | 76 |
Cash flows from investing activities: | ||
Proceeds from the sale of real estate | 9,920 | 0 |
Investment in properties under development and development costs | (2,485) | (724) |
Improvements, capital expenditures, and leasing costs | (279) | (53) |
Investments in unconsolidated joint ventures | 0 | (38) |
Net cash provided by (used in) investing activities | 7,156 | (815) |
Cash flows from financing activities: | ||
Redemption of common shares | (117) | (126) |
Quarterly distributions | (220) | (666) |
Proceeds from notes payable | 1,590 | 1,500 |
Repayment of notes payable | (8,927) | 0 |
Payment of loan fees from investments in consolidated variable interest entities | 0 | (62) |
Payment of loan fees and financing costs | (7) | 0 |
Net cash provided by (used in) financing activities | (7,681) | 646 |
Net decrease in cash, cash equivalents and restricted cash | (935) | (93) |
Cash, cash equivalents and restricted cash – beginning of period | 7,241 | 3,347 |
Cash, cash equivalents and restricted cash – end of period | 6,306 | 3,254 |
Supplemental disclosure of non-cash investing and financing activities and other cash flow information: | ||
Distributions declared but not paid | 0 | 665 |
Change in accrued liabilities capitalized to investment in development | (353) | 109 |
Change to accrued mortgage note payable interest capitalized to investment in development | 15 | 0 |
Amortization of deferred loan fees capitalized to investment in development | 73 | 89 |
Changes in capital improvements, accrued but not paid | (7) | 0 |
Cash paid for interest, net of amounts capitalized | $ 13 | $ 57 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS Strategic Realty Trust, Inc. (the “Company”) was formed on September 18, 2008, as a Maryland corporation. Effective August 22, 2013, the Company changed its name from TNP Strategic Retail Trust, Inc. to Strategic Realty Trust, Inc. The Company believes it qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and has elected REIT status beginning with the taxable year ended December 31, 2009, the year in which the Company began material operations. Since the Company’s inception, its business has been managed by an external advisor. The Company has no direct employees and all management and administrative personnel responsible for conducting the Company’s business are employed by its advisor. Currently, the Company is externally managed and advised by SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”) pursuant to an advisory agreement with the Advisor (the “Advisory Agreement”) initially executed on August 10, 2013, and subsequently renewed every year through 2019. The current term of the Advisory Agreement terminates on August 9, 2020 . The Advisor is an affiliate of Glenborough, LLC (together with its affiliates, “Glenborough”), a privately held full-service real estate investment and management company focused on the acquisition, management and leasing of commercial properties. Substantially all of the Company’s business is conducted through Strategic Realty Operating Partnership, L.P. (the “OP”). During the Company’s initial public offering (“Offering”), as the Company accepted subscriptions for shares of its common stock, it transferred substantially all of the net proceeds of the Offering to the OP as a capital contribution. The Company is the sole general partner of the OP. As of March 31, 2020 and December 31, 2019 , the Company owned 98.0% and 98.0% , respectively, of the limited partnership interests in the OP. The Company’s principal demand for funds has been for the acquisition of real estate assets, the payment of operating expenses, interest on outstanding indebtedness, the payment of distributions to stockholders, and investments in development of properties. Substantially all of the proceeds of the completed Offering have been used to fund investments in real properties and other real estate-related assets, for payment of operating expenses, for payment of interest, for payment of various fees and expenses, such as acquisition fees and management fees, and for payment of distributions to stockholders. The Company’s available capital resources, cash and cash equivalents on hand and sources of liquidity are currently limited. The Company expects its future cash needs will be funded using cash from operations, future asset sales, debt financing and the proceeds to the Company from any sale of equity that it may conduct in the future. The Company invests in and manages a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets. The Company has invested directly, and indirectly through joint ventures, in a portfolio of income-producing retail properties located throughout the United States, with a focus on grocery anchored multi-tenant retail centers, including neighborhood, community and lifestyle shopping centers, multi-tenant shopping centers and free standing single-tenant retail properties. During the first quarter of 2016, the Company invested, through joint ventures, in two significant retail projects under development. As of March 31, 2020 , in addition to the development projects, the Company’s portfolio of properties was comprised of 7 properties with approximately 43,000 rentable square feet of retail space located in two states, as well as an improved land parcel. As of March 31, 2020 , the rentable space at the Company’s retail properties was 81% leased. COVID-19 Pandemic |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-K and Regulation S-X. The interim unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s condensed consolidated financial position, results of operations and cash flows have been included. The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. As of March 31, 2020 and December 31, 2019 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 4. “Variable Interest Entities” for additional information. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in cash. Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statement of cash flows (amounts in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 5,361 $ 6,119 Restricted cash 945 1,122 Total cash, cash equivalents, and restricted cash $ 6,306 $ 7,241 Recent Accounting Pronouncements The FASB issued the following ASUs, which could have potential impact to the Company’s condensed consolidated financial statements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures upon issuance of ASU 2018-13 and delayed adoption of the additional disclosures until the effective date. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of ASU 2018-13 did not have an impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates (“ASU 2019-10”). ASU 2019-10 extended the mandatory effective date for smaller reporting companies to beginning after December 15, 2022. The adoption of Financial Instruments - Credit Losses is not expected to have an impact on the Company’s condensed consolidated financial statements. |
REAL ESTATE INVESTMENTS REAL ES
REAL ESTATE INVESTMENTS REAL ESTATE INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
REAL ESTATE INVESTMENTS | REAL ESTATE INVESTMENTS Sale of Properties On February 10, 2020, the Company consummated the disposition of Topaz Marketplace, located in Hesperia, California, for approximately $10.5 million in cash. The Company used the net proceeds from the sale to repay the line of credit in its entirety. The disposition of Topaz Marketplace resulted in a gain of approximately $0.9 million , which was included in the Company’s condensed consolidated statement of operations. The Company retained a residual land parcel, that is an improved drive-thru pad. Since the sale of this property does not represent a strategic shift that will have a major effect on the Company’s operations and financial results, the results of operations of this property were not reported as discontinued operations in the Company’s condensed consolidated financial statements. The Company used the net proceeds from the sale of this property to repay the outstanding balance on its line of credit. The Company’s condensed consolidated statements of operations include net operating income of approximately $52 thousand and $82 thousand for the three months ended March 31, 2020 and 2019 , respectively, related to Topaz Marketplace. Pro Forma Financial Information The pro forma financial information below is based upon the Company’s historical condensed consolidated statements of operations for the three months ended March 31, 2020 and 2019, adjusted to give effect to the above sale transaction as if it had been completed at the beginning of 2020 and 2019, respectively. The pro forma financial information is presented for information purposes only, and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2020 and 2019, respectively, nor does it purport to represent results of operations for future periods (amounts in thousands, except per share amounts): (Pro Forma) Three Months Ended March 31, 2020 2019 Rental and reimbursement revenues $ 689 $ 726 Net income 373 555 Net income attributable to common stockholders 366 544 Net income per share, attributable to common shares - basic and diluted $ 0.03 $ 0.05 Assets Held for Sale and Liabilities Related to Assets Held for Sale Assets and liabilities related to Shops at Turkey Creek, located in Knoxville, Tennessee, were previously classified as held for sale, as the Company was in contract to sell the property. The buyer canceled the contract due to the uncertainty related to COVID-19. As a result, as of March 31, 2020 , Shops at Turkey Creek no longer met certain criteria to be classified as held for sale. As such, all related assets, net of depreciation and liabilities were recorded within the relevant categories in the condensed consolidated balance sheet. Additionally, as of March 31, 2020 , the residual land parcel at Topaz Marketplace, located in Hesperia, California, no longer met certain criteria to be classified as held for sale. As such, the value related to the parcel was recorded within the relevant line item in the condensed consolidated balance sheet. There were no assets classified as held for sale at March 31, 2020 . |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES The Company has variable interests in, and is the primary beneficiary of, variable interest entities (“VIEs”) through its investments in (i) the Sunset & Gardner Joint Venture (formerly known as Gelson’s Joint Venture) and (ii) the 3032 Wilshire Joint Venture. The Company has consolidated the accounts of these variable interest entities. Through March 31, 2020 , post the initial capital contributions, the Company made additional capital contributions totaling approximately $6.6 million and $6.9 million to the Sunset & Gardner Joint Venture and Wilshire Joint Venture, respectively. The following reflects the aggregate assets and liabilities of the Sunset & Gardner Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of March 31, 2020 and December 31, 2019 (amounts in thousands): March 31, December 31, 2020 2019 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 550 554 Development costs 23,037 20,813 Properties under development and development costs 49,438 47,218 Cash, cash equivalents and restricted cash 634 2,154 Prepaid expenses and other assets, net 87 7 Lease intangibles, net 73 4 TOTAL ASSETS (1) $ 50,232 $ 49,383 LIABILITIES Notes payable, net (2) $ 18,375 $ 16,713 Accounts payable and accrued expenses 1,410 1,702 Amounts due to affiliates 65 111 Other liabilities 5 5 TOTAL LIABILITIES $ 19,855 $ 18,531 (1) The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) As of March 31, 2020 and December 31, 2019 , includes reclassification of approximately $0.4 million and $0.5 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 7, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
FUTURE MINIMUM RENTAL INCOME | LEASES Operating Leases The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of March 31, 2020 , the leases at the Company’s properties, excluding properties classified as held for sale, have remaining terms (excluding options to extend) of up to 11.7 years with a weighted-average remaining term (excluding options to extend) of approximately 6.8 years . The leases may have provisions to extend the lease agreements, options for early termination 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 security deposits from tenants in the form of a cash deposit and/or a letter of credit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. 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 condensed consolidated balance sheets and totaled approximately $0.1 million and $0.2 million as of March 31, 2020 and December 31, 2019 , respectively. The following table presents the components of income from real estate operations for the three months ended March 31, 2020 and 2019 (amounts in thousands): Three Months Ended 2020 2019 Lease income - operating leases $ 636 $ 702 Variable lease income (1) 171 242 Rental and reimbursements income $ 807 $ 944 (1) Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. As of March 31, 2020 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2020 $ 1,515 2021 2,036 2022 2,053 2023 2,078 2024 2,031 Thereafter 5,813 Total $ 15,526 |
LEASE INTANGIBLES AND BELOW-MAR
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
ACQUIRED LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES | LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET As of March 31, 2020 and December 31, 2019 , the Company’s acquired lease intangibles and below-market lease liabilities, were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities March 31, December 31, March 31, December 31, Cost $ 2,173 $ 2,084 $ (492 ) $ (492 ) Accumulated amortization (826 ) (763 ) 211 196 Total $ 1,347 $ 1,321 $ (281 ) $ (296 ) The Company’s amortization of lease intangibles and below-market lease liabilities for the three months ended March 31, 2020 and 2019 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2020 2019 2020 2019 Amortization $ (63 ) $ (89 ) $ 15 $ 16 |
NOTES PAYABLE, NET
NOTES PAYABLE, NET | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE, NET Multi-Property Secured Financing On December 24th, the Company entered into a Loan Agreement (the “SRT Loan Agreement”) with PFP Holding Company, LLC (the “SRT Lender”) for a non-recourse secured loan (the “SRT Loan”). The SRT Loan is secured by first deeds of trust on the Company’s five San Francisco assets (Fulton Shops, 8 Octavia, 400 Grove, 450 Hayes and 388 Fulton Street) as well as the Company’s Silverlake Collection located in Los Angeles. Proceeds from the SRT Loan were used by the Company to pay down the Company’s credit facility and in connection with such payment, the properties referenced above were released from liens related to that credit facility. The SRT Loan matures on January 9, 2023 . The Company has an option to extend the term of the loan for two additional twelve-month periods, subject to the satisfaction of certain covenants and conditions contained in the SRT Loan Agreement. The Company has the right to prepay the SRT Loan in whole at any time or in part from time to time, subject to the payment of yield maintenance payments if such prepayment occurs in the first 18 months of the loan term, calculated through the 18th monthly payment date, as well as certain expenses, costs or liabilities potentially incurred by the SRT Lender as a result of the prepayment and subject to certain other conditions contained in the loan documents. Individual properties may be released from the SRT Loan collateral in connection with bona fide third-party sales, subject to compliance with certain covenants and conditions contained in the SRT Loan Agreement. Any prepayment or repayment on or before the first 12 months of the loan term in connection with a bona fide third-party sale of a property securing the SRT Loan shall only require the payment of yield maintenance payments calculated through the 12th monthly payment date. As of March 31, 2020 , the SRT Loan had a principal balance of approximately $18.0 million . The SRT Loan is a floating LIBOR rate loan which bears interest at 30-day LIBOR (with a floor of 1.50% ) plus 2.80% . The default rate is equal to 5% above the rate that otherwise would be in effect. Monthly payments are interest-only with the entire principal balance and all outstanding interest due at maturity. Pursuant to the SRT Loan, the Company must comply with certain matters contained in the loan documents including but not limited to, (i) requirements to deliver audited and unaudited financial statements, SEC filings, tax returns, pro forma budgets, and quarterly compliance certificates, and (ii) minimum limits on the Company’s liquidity and tangible net worth. The SRT Loan contains customary covenants, including, without limitation, covenants with respect to maintenance of properties and insurance, compliance with laws and environmental matters, covenants limiting or prohibiting the creation of liens, and transactions with affiliates. At March 31, 2020 , the Company was in compliance with the covenants in effect as of that date. In connection with the SRT Loan, the Company executed customary non-recourse carveout and environmental guaranties, together with limited additional assurances with regard to the condominium structures of the San Francisco assets. Line of Credit On February 10, 2020, the Company used proceeds from the sale of Topaz Marketplace to repay the line of credit in its entirety. The line of credit expired of its own accord on February 15, 2020, with no balance outstanding. As part of the payoff, Shops at Turkey Creek was released from the line of credit. Effective January 8, 2020, the Company elected to permanently reduce the maximum aggregate commitment under its line of credit from $30.0 million to $10.5 million . All other terms of the credit facility remained the same. The Company’s line of credit was a revolving credit facility with an initial maximum aggregate commitment of $30.0 million . Effective February 15, 2017, the Company’s line of credit was refinanced to increase the maximum aggregate commitment under the credit facility from $30.0 million to $60.0 million . The credit facility matured on February 15, 2020 . Each loan made pursuant to the credit facility will be either a LIBOR loan or a base rate loan, at the election of the Company, plus an applicable margin, as defined. Monthly payments are interest only with the entire principal balance and all outstanding interest due at maturity. The Company paid the lender an unused commitment fee, quarterly in arrears, which was accrued at 0.30% per annum, if the usage under the Company’s line of credit was less than or equal to 50% of the line of credit amount, and 0.20% per annum if the usage under the Company’s line of credit was greater than 50% of the line of credit amount. The Company was providing a guaranty of all of its obligations under the Company’s line of credit. Effective November 7, 2019, the Company elected to permanently reduce the maximum aggregate commitment under its line of credit from $60.0 million to $30.0 million . All other terms of the credit facility remained the same. Loans Secured by Properties Under Development On May 7, 2019, the Company refinanced and repaid its financing from Loan Oak Fund, LLC with a new construction loan from ReadyCap Commercial, LLC (the “Lender”) (the “Wilshire Construction Loan”). As of March 31, 2020 , the Wilshire Construction Loan had a principal balance of approximately $10.1 million , with future funding availability up to a total of approximately $13.9 million , and bears an interest rate of 1-month LIBOR plus an interest margin of 4.25% per annum, payable monthly. The Wilshire Loan is scheduled to mature on May 10, 2022 , with options to extend for two additional twelve-month periods, subject to certain conditions as stated in the loan agreement. The Wilshire Construction Loan is secured by a first Deed of Trust on the property. The Company executed a guaranty that guaranties that the loan interest reserve amounts are kept in compliance with the terms of the loan agreement. The Lender also required that a principal in the upstream owner of the Company’s joint venture partner in the Wilshire Joint Venture (the “Guarantor”), guarantees performance of borrower’s obligations under the loan agreement with respect to the completion of capital improvements to the property. The Company executed an Indemnity Agreement in favor of the Guarantor against liability under that completion guaranty except to the extent caused by gross negligence or willful misconduct, as well as for liabilities incurred under the Environmental Indemnity Agreement executed by the Guarantor in favor of the Lender. The Company used working capital funds of approximately $3.1 million to repay the difference between the Wilshire Construction Loan initial advance and the prior loan, to pay transaction costs, as well as to fund certain required interest and construction reserves. On October 29, 2018, the Company entered into a loan agreement with Lone Oak Fund, LLC (the “Sunset & Gardner Loan”). The Sunset & Gardner Loan has a principal balance of approximately $8.7 million , and bears an interest rate of 6.9% per annum. The Sunset & Gardner Loan was scheduled to mature on October 31, 2019 . The Company extended the Sunset & Gardner Loan for an additional twelve month period under the same terms. The new maturity date is October 31, 2020 . The Sunset & Gardner Loan is secured by a first Deed of Trust on the property. The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of March 31, 2020 (amounts in thousands): Remainder of 2020 $ 8,700 2021 — 2022 10,084 2023 18,000 Total (1) $ 36,784 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $1.1 million deferred financing costs, net. During the three months ended March 31, 2020 , the Company incurred and expensed approximately $0.2 million of interest costs, which consisted of amortization of deferred financing costs. During the three months ended March 31, 2019 , the Company incurred and expensed approximately $0.2 million of interest costs, which primarily consisted of amortization of deferred financing costs. Also during the three months months ended March 31, 2020 and 2019 , the Company incurred and capitalized approximately $0.4 million and $0.6 million , respectively, of interest expense related to the variable interest entities, which included amortization of deferred financing costs of approximately $80 thousand and $68 thousand , respectively, for each period. As of both March 31, 2020 and December 31, 2019 , interest expense payable was approximately $0.2 million , including an amount related to the variable interest entities of approximately $0.1 million , for each period. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Certain financial assets and liabilities are measured at fair value on a recurring basis. The Company determines fair value using the following hierarchy: • Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3: prices or valuation techniques where little or no market data is available for inputs that are significant to the fair value measurement. The Company believes the total carrying values reflected on its consolidated balance sheets for cash, cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses, amounts due to affiliates, mortgage loan and construction loan secured by properties under development, and the Company’s multi-property secured financing, reasonably approximated their fair values based on their nature, terms, and interest rates that approximate current market rates at March 31, 2020 . As part of the Company’s ongoing evaluation of the Company’s real estate portfolio, the Company estimates the fair value of its investments in real estate by obtaining outside independent appraisals on all of the operating properties. The appraised values are compared with the carrying values of its real estate portfolio to determine if there are indications of impairment. For both the three months ended March 31, 2020 and 2019 , the Company did not record any impairment losses. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Share Redemption Program On April 1, 2015, the Company’s board of directors approved the reinstatement of the share redemption program (which had been suspended since January 15, 2013) and adopted the Amended and Restated Share Redemption Program (the “SRP”). Under the SRP, only shares submitted for repurchase in connection with the death or “qualifying disability” (as defined in the SRP) of a stockholder are eligible for repurchase by the Company. Under the current SRP, as amended to date, the number of shares to be redeemed is limited to the lesser of (i) a total of $3.8 million for redemptions sought upon a stockholder’s death and a total of $1.2 million for redemptions sought upon a stockholder’s qualifying disability, and (ii) 5% of the weighted-average number of shares of the Company’s common stock outstanding during the prior calendar year. Share repurchases pursuant to the SRP are made at the sole discretion of the Company. The Company reserves the right to reject any redemption request for any reason or no reason or to amend or terminate the share redemption program at any time subject to the notice requirements in the SRP. The redemption price for shares that are redeemed is 100% of the Company’s most recent estimated net asset value per share as of the applicable redemption date. A redemption request must be made within one year after the stockholder’s death or disability. The SRP provides that any request to redeem less than $5,000 worth of shares will be treated as a request to redeem all of the stockholder’s shares. If the Company cannot honor all redemption requests received in a given quarter, all requests, including death and disability redemptions, will be honored on a pro rata basis. If the Company does not completely satisfy a redemption request in one quarter, it will treat the unsatisfied portion as a request for redemption in the next quarter when funds are available for redemption, unless the request is withdrawn. The Company may increase or decrease the amount of funding available for redemptions under the SRP on ten business days’ notice to stockholders. Shares submitted for redemption during any quarter will be redeemed on the penultimate business day of such quarter. The record date for quarterly distributions has historically been and is expected to continue to be the last business day of each quarter; therefore, shares that are redeemed during any quarter are expected to be redeemed prior to the record date and thus would not be eligible to receive the distribution declared for such quarter. The following table summarizes share redemption activity during the three months ended March 31, 2020 and 2019 (amounts in thousands, except shares): Three Months Ended 2020 2019 Shares of common stock redeemed 19,907 20,855 Purchase price $ 117 $ 126 As stated above, cumulatively, through March 31, 2020 , pursuant to the Original Share Redemption Program and the Amended and Restated SRP, the Company has redeemed 878,458 shares sold in the Offering and/or its dividend reinvestment plan for $6.2 million . Quarterly Distributions In order to qualify as a REIT, the Company is required to distribute at least 90% of its annual REIT taxable income, subject to certain adjustments, to its stockholders. Some or all of the Company’s distributions have been paid, and in the future may continue to be paid from sources other than cash flows from operations. The Company’s board of directors evaluates the Company’s ability to make quarterly distributions based on the Company’s operational cash needs. In light of the COVID-19 pandemic, its impact on the economy and the related future uncertainty, on March 27, 2020, the board of directors of the Company voted to suspend the payment of any dividend for the quarter ending March 31, 2020, and to reconsider future dividend payments on a quarter by quarter basis as more information becomes available on the impact of COVID-19 and related impact to the Company. The following table set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the year ended 2019 (amounts in thousands, except per share amounts): Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2019 3/31/2019 4/30/2019 $ 0.06 $ 651 $ 14 $ 665 Second Quarter 2019 6/30/2019 7/31/2019 0.06 648 14 662 Third Quarter 2019 9/30/2019 10/31/2019 0.06 646 13 659 Fourth Quarter 2019 12/31/2019 1/31/2020 0.02 215 5 220 Total $ 2,160 $ 46 $ 2,206 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed after adjusting the basic EPS computation for the effect of potentially dilutive securities outstanding during the period. The effect of non-vested shares, if dilutive, is computed using the treasury stock method. The Company applies the two-class method for determining EPS as its outstanding shares of non-vested restricted stock are considered participating securities as dividend payments are not forfeited even if the underlying award does not vest. There was no unvested stock as of March 31, 2020 . The Company’s excess of distributions over earnings related to participating securities are shown as a reduction in income (loss) attributable to common stockholders in the Company’s computation of EPS. The following table sets forth the computation of the Company’s basic and diluted earnings per share for the three months ended March 31, 2020 and 2019 (amounts in thousands, except shares and per share amounts): Three Months Ended 2020 2019 Numerator - basic and diluted Net income (loss) $ 425 $ (311 ) Net income (loss) attributable to non-controlling interests 8 (7 ) Net income (loss) attributable to common shares $ 417 $ (304 ) Denominator - basic and diluted Basic weighted average common shares 10,759,198 10,862,806 Common Units (1) — — Diluted weighted average common shares 10,759,198 10,862,806 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ 0.04 $ (0.03 ) (1) The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS On August 7, 2013, the Company entered into the Advisory Agreement with the Advisor, which has been renewed for successive terms with a current expiration date of August 9, 2020 . The Advisor manages the Company’s business as the Company’s external advisor pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, the Company will pay the Advisor specified fees for services related to the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services. Summary of Related Party Fees The following table sets forth the Advisor related party costs incurred and payable by the Company for the periods presented (amounts in thousands): Incurred Payable as of Three Months Ended March 31, December 31, Expensed 2020 2019 2020 2019 Asset management fees $ 167 $ 157 $ — $ — Reimbursement of operating expenses 6 11 — — Property management fees 21 29 6 7 Disposition fees 157 — — — Total $ 351 $ 197 $ 6 $ 7 Capitalized Acquisition fees $ 6 $ 7 $ — $ — Leasing fees 39 — — — Legal leasing fees 8 — — — Construction management fees 66 — 65 111 Financing coordination fees — — — 22 Total $ 119 $ 7 $ 65 $ 133 Acquisition Fees Under the Advisory Agreement, the Advisor is entitled to receive an acquisition fee equal to 1% of (1) the cost of each investment acquired directly by the Company or (2) the Company’s allocable cost of an investment acquired pursuant to a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. An acquisition fee is capitalized by the Company when the related transaction does not qualify as a business combination; otherwise an acquisition fee is expensed. Financing Coordination Fees Under the Advisory Agreement, the Advisor is entitled to receive a financing coordination fee equal to 1% of the amount made available and/or outstanding under any (1) financing obtained or assumed, directly or indirectly, by the Company or the OP and used to acquire or originate investments, or (2) the refinancing of any financing obtained or assumed, directly or indirectly, by the Company or the OP. Asset Management Fees Under the Advisory Agreement, the Advisor is entitled to receive an asset management fee equal to a monthly fee of one-twelfth (1/12th) of 0.6% of the higher of (1) aggregate cost on a GAAP basis (before non-cash reserves and depreciation) of all investments the Company owns, including any debt attributable to such investments, or (2) the fair market value of the Company’s investments (before non-cash reserves and depreciation) if the board of directors has authorized the estimate of a fair market value of the Company’s investments; provided, however, that the asset management fee will not be less than $250,000 in the aggregate during any one calendar year. Reimbursement of Operating Expenses The Company reimburses the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s total operating expenses (including the asset management fee described below) at the end of the four preceding fiscal quarters exceeded the greater of (1) 2% of its average invested assets (as defined in the Company’s Articles of Amendment and Restatement (the “Charter”)); or (2) 25% of its net income (as defined in the Charter) determined without reduction for any additions to depreciation, bad debts or other similar non-cash expenses and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Guideline”). The Advisor is required to reimburse the Company quarterly for any amounts by which total operating expenses exceed the 2%/25% Guideline in the previous expense year that the independent directors do not approve. The Company will not reimburse the Advisor for any of its personnel costs or other overhead costs except for customary reimbursements for personnel costs under property management agreements entered into between the OP and the Advisor or its affiliates. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Guideline if a majority of the independent directors determine that such excess expenses are justified based on unusual and non-recurring factors. Pursuant to an amendment to the Advisory Agreement entered on August 2, 2018, the board of directors, including a majority of the independent directors identified certain unusual and non-recurring factors that would justify reimbursement to the Advisor of amounts in excess of the 2%/25% Guidelines and confirmed that the Advisor would not be obligated to reimburse the Company for these excess amounts to the extent the excess was caused by such factors. For the three months ended March 31, 2020 and 2019 , the Company’s total operating expenses (as defined in the Charter) did not exceed the 2%/25% Guideline. Property Management Fees Under the property management agreements between the Company and Glenborough, Glenborough is entitled to receive property management fees calculated at a maximum of up to 4% of the properties’ gross revenue. The property management agreements with Glenborough have been renewed for an additional 12 months, beginning on August 10, 2019. Property management agreements with Glenborough automatically renew every year, unless expressly terminated. Disposition Fees Under the Advisory Agreement, if the Advisor or its affiliates provide a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property, the Advisor or its affiliates may be paid disposition fees up to 50% of a customary and competitive real estate commission, but not to exceed 3% of the contract sales price of each property sold. Leasing Fees Under the property management agreements, Glenborough is entitled to receive a separate fee for the leases of new tenants, and for expansions, extensions and renewals of existing tenants in an amount not to exceed the fee customarily charged by similarly situated parties rendering similar services in the same geographic area for similar properties. Legal Leasing Fees Under the property management agreements, Glenborough is entitled to receive a market-based legal leasing fee for the negotiation and production of new leases, renewals, and amendments. Construction Management Fees In connection with the construction or repair in or about a property, the property manager is responsible for coordinating and facilitating the planning and the performance of all construction and is entitled to receive a fee equal to 5% of the hard costs for the project in question. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Economic Dependency The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the identification, evaluation, negotiation, purchase, and disposition of real estate and real estate-related investments, management of the daily operations of the Company’s real estate and real estate-related investment portfolio, and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services to the Company, the Company will be required to obtain such services from other sources. Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its condensed consolidated financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. |
SUBSEQUENT EVENTS SUBSEQUENT EV
SUBSEQUENT EVENTS SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS COVID-19 Pandemic The Company is monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how the pandemic will impact its tenants and business partners. While the Company did not incur significant disruptions from the COVID-19 pandemic during the three months ended March 31, 2020, a majority of the Company’s tenants have not paid April rent and have recently requested rent deferral or rent abatement as a result of the pandemic, and therefore, the Company is unable to predict the full impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties. The Company is evaluating each tenant’s request for rent relief on an individual basis and is considering a number of factors. Not all tenant requests will result in modified agreements nor is the Company forgoing its contractual rights under its lease agreements. See Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Impact of COVID-19” for additional information regarding the potential impact of COVID-19 on the Company’s operations. The full extent to which the COVID-19 pandemic impacts the Company’s operations and those of its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. While the Company is not able at this time to estimate the impact of the COVID-19 pandemic on its financial position and results of operations, it could be material. Share Redemption Program In order to preserve cash in light of the uncertainty relating to the duration of shelter-in-place orders and the economic impact of COVID-19 on the Company, by unanimous written consent executed on April 21, 2020, the Board approved the suspension of the SRP, which offered redemption opportunities only in connection with a stockholder’s death or qualifying disability. Under the SRP, the Board may amend, suspend, or terminate the SRP with 30 days’ notice to the Company’s stockholders. The Current Report on Form 8-K, filed on April 21, 2020 with the SEC, serves as such required notice and therefore the suspension of the SRP will be effective on May 21, 2020. The SRP will remain suspended and no further redemptions will be made unless and until the Board approves the resumption of the SRP. During the suspension, the Company will continue to accept death and disability redemption filings from stockholders, but will not take any action with regard to those requests until the Board has elected to lift the suspension and provided the terms and conditions for any continuation of the program. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-K and Regulation S-X. The interim unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s condensed consolidated financial position, results of operations and cash flows have been included. The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. As of March 31, 2020 and December 31, 2019 , the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 4. “Variable Interest Entities” for additional information. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in cash. Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statement of cash flows (amounts in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 5,361 $ 6,119 Restricted cash 945 1,122 Total cash, cash equivalents, and restricted cash $ 6,306 $ 7,241 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued the following ASUs, which could have potential impact to the Company’s condensed consolidated financial statements: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures upon issuance of ASU 2018-13 and delayed adoption of the additional disclosures until the effective date. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of ASU 2018-13 did not have an impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates (“ASU 2019-10”). ASU 2019-10 extended the mandatory effective date for smaller reporting companies to beginning after December 15, 2022. The adoption of Financial Instruments - Credit Losses is not expected to have an impact on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract [Abstract] | |
Cash, Cash Equivalents and Restricted Cash [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statement of cash flows (amounts in thousands): March 31, 2020 December 31, 2019 Cash and cash equivalents $ 5,361 $ 6,119 Restricted cash 945 1,122 Total cash, cash equivalents, and restricted cash $ 6,306 $ 7,241 |
REAL ESTATE INVESTMENTS REAL _2
REAL ESTATE INVESTMENTS REAL ESTATE INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma financial information is presented for information purposes only, and may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2020 and 2019, respectively, nor does it purport to represent results of operations for future periods (amounts in thousands, except per share amounts): (Pro Forma) Three Months Ended March 31, 2020 2019 Rental and reimbursement revenues $ 689 $ 726 Net income 373 555 Net income attributable to common stockholders 366 544 Net income per share, attributable to common shares - basic and diluted $ 0.03 $ 0.05 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following reflects the aggregate assets and liabilities of the Sunset & Gardner Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of March 31, 2020 and December 31, 2019 (amounts in thousands): March 31, December 31, 2020 2019 ASSETS Properties under development and development costs: Land $ 25,851 $ 25,851 Buildings 550 554 Development costs 23,037 20,813 Properties under development and development costs 49,438 47,218 Cash, cash equivalents and restricted cash 634 2,154 Prepaid expenses and other assets, net 87 7 Lease intangibles, net 73 4 TOTAL ASSETS (1) $ 50,232 $ 49,383 LIABILITIES Notes payable, net (2) $ 18,375 $ 16,713 Accounts payable and accrued expenses 1,410 1,702 Amounts due to affiliates 65 111 Other liabilities 5 5 TOTAL LIABILITIES $ 19,855 $ 18,531 (1) The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. (2) As of March 31, 2020 and December 31, 2019 , includes reclassification of approximately $0.4 million and $0.5 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 7, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Operating Leased Assets [Line Items] | |
Operating Lease, Lease Income [Table Text Block] | The following table presents the components of income from real estate operations for the three months ended March 31, 2020 and 2019 (amounts in thousands): Three Months Ended 2020 2019 Lease income - operating leases $ 636 $ 702 Variable lease income (1) 171 242 Rental and reimbursements income $ 807 $ 944 (1) Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. |
Schedule of Future Minimum Rental Receivable For Operating Leases | As of March 31, 2020 , the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands): Remainder of 2020 $ 1,515 2021 2,036 2022 2,053 2023 2,078 2024 2,031 Thereafter 5,813 Total $ 15,526 |
LEASE INTANGIBLES AND BELOW-M_2
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Lease Intangibles and Below Market Lease Liabilities | As of March 31, 2020 and December 31, 2019 , the Company’s acquired lease intangibles and below-market lease liabilities, were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities March 31, December 31, March 31, December 31, Cost $ 2,173 $ 2,084 $ (492 ) $ (492 ) Accumulated amortization (826 ) (763 ) 211 196 Total $ 1,347 $ 1,321 $ (281 ) $ (296 ) |
Amortization Of Finite Lease Intangibles and Below-Market Lease Liabilities | The Company’s amortization of lease intangibles and below-market lease liabilities for the three months ended March 31, 2020 and 2019 , were as follows (amounts in thousands): Lease Intangibles Below-Market Lease Liabilities Three Months Ended Three Months Ended 2020 2019 2020 2019 Amortization $ (63 ) $ (89 ) $ 15 $ 16 |
NOTES PAYABLE, NET (Tables)
NOTES PAYABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of maturities for notes payable outstanding | The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of March 31, 2020 (amounts in thousands): Remainder of 2020 $ 8,700 2021 — 2022 10,084 2023 18,000 Total (1) $ 36,784 (1) Total future principal payments reflect actual amounts due to creditors, and excludes reclassification of $1.1 million deferred financing costs, net. |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Share Redemption Program | The following table summarizes share redemption activity during the three months ended March 31, 2020 and 2019 (amounts in thousands, except shares): Three Months Ended 2020 2019 Shares of common stock redeemed 19,907 20,855 Purchase price $ 117 $ 126 |
Distributions declared and paid | The following table set forth the quarterly distributions declared to the Company’s common stockholders and Common Unit holders for the year ended 2019 (amounts in thousands, except per share amounts): Distribution Record Date Distribution Payable Date Distribution Per Share of Common Stock / Common Unit Total Common Stockholders Distribution Total Common Unit Holders Distribution Total Distribution First Quarter 2019 3/31/2019 4/30/2019 $ 0.06 $ 651 $ 14 $ 665 Second Quarter 2019 6/30/2019 7/31/2019 0.06 648 14 662 Third Quarter 2019 9/30/2019 10/31/2019 0.06 646 13 659 Fourth Quarter 2019 12/31/2019 1/31/2020 0.02 215 5 220 Total $ 2,160 $ 46 $ 2,206 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Company's basic and diluted (loss)earnings per share | The following table sets forth the computation of the Company’s basic and diluted earnings per share for the three months ended March 31, 2020 and 2019 (amounts in thousands, except shares and per share amounts): Three Months Ended 2020 2019 Numerator - basic and diluted Net income (loss) $ 425 $ (311 ) Net income (loss) attributable to non-controlling interests 8 (7 ) Net income (loss) attributable to common shares $ 417 $ (304 ) Denominator - basic and diluted Basic weighted average common shares 10,759,198 10,862,806 Common Units (1) — — Diluted weighted average common shares 10,759,198 10,862,806 Earnings (loss) per common share - basic and diluted Net earnings (loss) attributable to common shares $ 0.04 $ (0.03 ) (1) The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Related Party Transactions | The following table sets forth the Advisor related party costs incurred and payable by the Company for the periods presented (amounts in thousands): Incurred Payable as of Three Months Ended March 31, December 31, Expensed 2020 2019 2020 2019 Asset management fees $ 167 $ 157 $ — $ — Reimbursement of operating expenses 6 11 — — Property management fees 21 29 6 7 Disposition fees 157 — — — Total $ 351 $ 197 $ 6 $ 7 Capitalized Acquisition fees $ 6 $ 7 $ — $ — Leasing fees 39 — — — Legal leasing fees 8 — — — Construction management fees 66 — 65 111 Financing coordination fees — — — 22 Total $ 119 $ 7 $ 65 $ 133 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Textual) ft² in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020ft² | Dec. 31, 2019 | |
Real Estate Properties [Line Items] | ||
Number of Real Estate Properties | 7 | |
Net Rentable Area | 43 | |
Number of States in which Entity Operates | 2 | |
Percent of Real Estate Properties Leased | 81.00% | |
Strategic Realty Trust [Member] | ||
Real Estate Properties [Line Items] | ||
Partnership Interest Ownership Percentage | 98.00% | 98.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and Cash Equivalents | $ 5,361 | $ 6,119 | ||
Restricted Cash | 945 | 1,122 | ||
Total cash, cash equivalents and restricted cash | $ 6,306 | $ 7,241 | $ 3,254 | $ 3,347 |
REAL ESTATE INVESTMENTS SALE OF
REAL ESTATE INVESTMENTS SALE OF PROPERTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 10, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net gain on disposal of real estate | $ 947 | $ 0 | |
Operating Income | (520) | (291) | |
Topaz Marketplace [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sales Price | $ 10,500 | ||
Net gain on disposal of real estate | 900 | ||
Operating Income | $ 52 | $ 82 |
REAL ESTATE INVESTMENTS PRO FOR
REAL ESTATE INVESTMENTS PRO FORMA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Rental and reimbursement revenues | $ 807 | $ 944 |
Net income (loss) attributable to common shares | $ 417 | $ (304) |
Earnings (loss) per common share - basic and diluted | $ 0.04 | $ (0.03) |
Pro Forma [Member] | ||
Rental and reimbursement revenues | $ 689 | $ 726 |
Net income | 373 | 555 |
Net income (loss) attributable to common shares | $ 366 | $ 544 |
Earnings (loss) per common share - basic and diluted | $ 0.03 | $ 0.05 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Payments to Acquire Interest in Joint Venture | $ 0 | $ 38 | ||||
Properties under development and development costs: | ||||||
Land | 25,851 | $ 25,851 | ||||
Buildings | 550 | 554 | ||||
Development costs | 23,037 | 20,813 | ||||
Properties under development and development costs | 49,438 | 47,218 | ||||
Cash, cash equivalents and restricted cash | 6,306 | $ 3,254 | 7,241 | $ 3,347 | ||
Prepaid expenses and other assets, net | 242 | 114 | ||||
Lease intangibles, net | 1,347 | 1,321 | ||||
Total assets | 93,423 | [1] | 101,166 | |||
LIABILITIES | ||||||
Notes payable | 35,649 | 33,927 | ||||
Accounts payable and accrued expenses | 1,686 | 2,404 | ||||
Amounts due to affiliates | 71 | 140 | ||||
Other liabilities | 148 | 180 | ||||
TOTAL LIABILITIES (1) | 37,835 | 45,886 | ||||
Deferred Costs | 1,100 | |||||
Sunset and Gardner Joint Venture [Member] | Subsequent Contribution [Member] | ||||||
Payments to Acquire Interest in Joint Venture | 6,600 | |||||
Wilshire Joint Venture [Member] | Subsequent Contribution [Member] | ||||||
Payments to Acquire Interest in Joint Venture | 6,900 | |||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Properties under development and development costs: | ||||||
Land | 25,851 | 25,851 | ||||
Buildings | 550 | 554 | ||||
Development costs | 23,037 | 20,813 | ||||
Properties under development and development costs | 49,438 | 47,218 | ||||
Cash, cash equivalents and restricted cash | 634 | 2,154 | ||||
Prepaid expenses and other assets, net | 87 | 7 | ||||
Lease intangibles, net | 73 | 4 | ||||
Total assets | [2] | 50,232 | 49,383 | |||
LIABILITIES | ||||||
Notes payable | [3] | 18,375 | 16,713 | |||
Accounts payable and accrued expenses | 1,410 | 1,702 | ||||
Amounts due to affiliates | 65 | 111 | ||||
Other liabilities | 5 | 5 | ||||
TOTAL LIABILITIES (1) | 19,855 | 18,531 | ||||
Deferred Costs | $ 400 | $ 500 | ||||
[1] | As of March 31, 2020 and December 31, 2019 , includes approximately $50.2 million and $49.4 million , respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities and approximately $19.9 million and $18.5 million , respectively, of liabilities of consolidated variable interest entities for which creditors do not have recourse to the general credit of the Company. Refer to Note 4. “Variable Interest Entities”. | |||||
[2] | The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures. | |||||
[3] | As of March 31, 2020 and December 31, 2019 , includes reclassification of approximately $0.4 million and $0.5 million , respectively, of deferred financing costs, net, as a contra-liability. The creditors of the consolidated joint ventures do not have recourse to the general credit of the Company. The notes payable of the Wilshire Joint Venture is partially guaranteed by the Company, refer to Note 7, “Notes Payable, Net”. The notes payable of the Sunset & Gardner Joint Venture is not guaranteed by the Company. |
LEASES (Details Textual)
LEASES (Details Textual) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Lessee, Operating Lease, Term of Contract | 11 years 8 months 12 days | |
Operating Leases Weighted Average Remaining Term | 6 years 9 months 18 days | |
Security Deposit | $ 0.1 | $ 0.2 |
LEASES LEASES (Income from Real
LEASES LEASES (Income from Real Estate Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Leases [Abstract] | |||
Lease income - operating leases | $ 636 | $ 702 | |
Variable lease income (1) | [1] | 171 | 242 |
Rental and reimbursements income | $ 807 | $ 944 | |
[1] | Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance. |
LEASES (Future Minimum Lease Pa
LEASES (Future Minimum Lease Payments) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remainder of 2020 | $ 1,515 |
2021 | 2,036 |
2022 | 2,053 |
2023 | 2,078 |
2024 | 2,031 |
Thereafter | 5,813 |
Total | $ 15,526 |
LEASE INTANGIBLES AND BELOW-M_3
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Lease Intangibles, Cost | $ 2,173 | $ 2,084 |
Lease Intangibles, Accumulated amortization | (826) | (763) |
Lease intangibles, net | 1,347 | 1,321 |
Below - Market Lease Liabilities, Cost | (492) | (492) |
Below - Market Lease Liabilities, Accumulated amortization | 211 | 196 |
Below Market Lease, Net | $ (281) | $ (296) |
LEASE INTANGIBLES AND BELOW-M_4
LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES LEASE INTANGIBLE AND BELOW-MARKET LEASE AMORTIZATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization [Abstract] | ||
Amortization of Intangible Assets | $ (63) | $ (89) |
Amortization of Below-Market Lease Liabilities | $ 15 | $ 16 |
NOTES PAYABLE, NET NOTES PAYABL
NOTES PAYABLE, NET NOTES PAYABLE, NET (Multi-Property Secured Financing) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Secured Debt | $ 18 |
Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Maturity Date | Jan. 9, 2023 |
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR |
Debt Instrument, Basis Spread on Variable Rate | 2.80% |
Secured Debt [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Measurement Input, Default Rate [Member] | Secured Debt [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 5.00% |
NOTES PAYABLE, NET (Line Of Cre
NOTES PAYABLE, NET (Line Of Credit) (Details) - Secured Line Of Credit [Member] - USD ($) $ in Millions | Feb. 15, 2017 | Mar. 31, 2020 | Jan. 08, 2020 |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 60 | $ 10.5 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 30 | $ 30 | |
Line of Credit Facility, Expiration Date | Feb. 15, 2020 | ||
Usage Under Credit Facility | 50.00% | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% |
NOTES PAYABLE, NET (Loans Secur
NOTES PAYABLE, NET (Loans Secured by Properties Under Development) (Details) - USD ($) $ in Thousands | May 07, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Short-term Debt [Line Items] | |||
Payments to Acquire Interest in Joint Venture | $ 0 | $ 38 | |
Wilshire Joint Venture [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Loan Originations | $ 10,100 | ||
Debt Instrument, Description of Variable Rate Basis | 1-month LIBOR | ||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | ||
Debt Instrument, Maturity Date | May 10, 2022 | ||
Sunset and Gardner Joint Venture [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Loan Originations | $ 8,700 | ||
Interest Rate | 6.90% | ||
Debt Instrument, Maturity Date | Oct. 31, 2020 | ||
Maximum [Member] | Wilshire Joint Venture [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Loan Originations | $ 13,900 | ||
Subsequent Contribution [Member] | Wilshire Joint Venture [Member] | |||
Short-term Debt [Line Items] | |||
Payments to Acquire Interest in Joint Venture | $ 3,100 |
NOTES PAYABLE, NET (Future Prin
NOTES PAYABLE, NET (Future Principal Payments) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Deferred Costs | $ 1,100 |
Schedule of maturities for notes payable outstanding | |
Remainder of 2020 | 8,700 |
2021 | 0 |
2022 | 10,084 |
2022 | 18,000 |
Total (1) | $ 36,784 |
NOTES PAYABLE, NET NOTES PAYA_2
NOTES PAYABLE, NET NOTES PAYABLE, NET (Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | |||
Interest expense | $ 171 | $ 189 | |
Interest Payable | 200 | $ 200 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Short-term Debt [Line Items] | |||
Amortization of Debt Issuance Costs | 80 | 68 | |
Interest Costs Capitalized | 400 | $ 600 | |
Interest Payable | $ 100 | $ 100 |
EQUITY (Share Redemption) (Deta
EQUITY (Share Redemption) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Apr. 01, 2015 | |
Class of Stock [Line Items] | |||
Stock Redeemed or Called During Period, Value | $ 117,000 | $ 126,000 | |
Common Stock Outstanding Percentage | 5.00% | ||
Redemption Price for Shares Percentage | 100.00% | ||
Share Redemption Amount Minimum Limit | $ 5,000 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 19,907 | 20,855 | |
Stock Redeemed or Called During Period, Value | $ 117,000 | $ 126,000 | |
Cumulative stock redeemed to date, shares | 878,458 | ||
Cumulative stock redeemed to date, value | $ 6,200,000 | ||
Death of a shareholder [Member] | |||
Class of Stock [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 3,800,000 | ||
Disability of a Shareholder [Member] | |||
Class of Stock [Line Items] | |||
Stock Repurchase Program, Authorized Amount | $ 1,200,000 |
EQUITY EQUITY (Quarterly Distri
EQUITY EQUITY (Quarterly Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Dividends [Line Items] | ||||||
Minimum Percentage of Taxable Income Distributed to Shareholders | 90.00% | |||||
Dividends Payable, Date Declared | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | ||
Dividends Payable, Date to be Paid | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | ||
Common Stock, Dividends, Per Share, Declared | $ 0.02 | $ 0.06 | $ 0.06 | $ 0.06 | ||
Total Common Stockholders Distribution | $ 215 | $ 646 | $ 648 | $ 651 | $ 2,160 | |
Total Common Unit Holders Distribution | 5 | 13 | 14 | 14 | 46 | |
Total Distribution | $ 220 | $ 659 | $ 662 | $ 665 | $ 2,206 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Numerator - basic and diluted | |||
Net income (loss) | $ 425 | $ (311) | |
Net income (loss) attributable to non-controlling interests | 8 | (7) | |
Net income (loss) attributable to common shares | $ 417 | $ (304) | |
Denominator - basic and diluted | |||
Basic weighted average common shares | 10,759,198 | 10,862,806 | |
Common Units (1) | [1] | 0 | 0 |
Diluted weighted average common shares | 10,759,198 | 10,862,806 | |
Earnings (loss) per common share - basic and diluted | |||
Net earnings (loss) attributable to common shares | $ 0.04 | $ (0.03) | |
[1] | The effect of 217,475 convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive. |
EARNINGS PER SHARE (Details Tex
EARNINGS PER SHARE (Details Textual) | 3 Months Ended |
Mar. 31, 2020shares | |
Earnings Per Share [Abstract] | |
Antidiluted Convertible Common Units of Redemption | 217,475 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Advisor Fees [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Expensed Asset management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | $ 167 | $ 157 | |
Related-party costs, Payable | 0 | $ 0 | |
Expensed Reimbursement Of Operating Expenses [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 6 | 11 | |
Related-party costs, Payable | 0 | 0 | |
Expensed Property Management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 21 | 29 | |
Related-party costs, Payable | 6 | 7 | |
Expensed Disposition Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 157 | 0 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Acquisition Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 6 | 7 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Leasing Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 39 | 0 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Legal Leasing Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 8 | 0 | |
Related-party costs, Payable | 0 | 0 | |
Capitalized Construction Management Fees [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 66 | 0 | |
Related-party costs, Payable | 65 | 111 | |
Financing Coordination Fees, Capitalized [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 0 | 0 | |
Related-party costs, Payable | 0 | 22 | |
Expensed [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 351 | 197 | |
Related-party costs, Payable | 6 | 7 | |
Capitalized [Member] | |||
Summarized below are the related-party transactions | |||
Related-party costs, Incurred | 119 | $ 7 | |
Related-party costs, Payable | $ 65 | $ 133 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) (Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Advisor Fees [Member] | |
Related Party Transaction [Line Items] | |
Company pays Advisor an acquisition and origination fee for cost of investments acquired | 1.00% |
Financing Coordination Fee, percentage | 1.00% |
Company pays Advisor a monthly asset management fee on all real estate investments | 0.60% |
Percentage of Average Invested Assets | 2.00% |
Percent of Net Income | 25.00% |
Advisor or its affiliates also will be paid disposition fees of a customary and competitive real estate commission | 50.00% |
SRT Manager [Member] | |
Related Party Transaction [Line Items] | |
Property Management Fee, Percent Fee | 4.00% |
Construction Management Fee, percentage | 5.00% |
Asset Management [Member] | |
Related Party Transaction [Line Items] | |
Asset Management Fees | $ 250,000 |
Maximum [Member] | Advisor Fees [Member] | |
Related Party Transaction [Line Items] | |
Advisor or its affiliates also will be paid disposition fees of the contract price | 3.00% |