ORGANIZATION AND BUSINESS | 1. 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. As of June 30, 2022, the Company was 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 2022. The current term of the Advisory Agreement terminates on August 9, 2023. The advisor is an affiliate of PUR Management LLC (“PUR”), which is an affiliate of L3 Capital, LLC. L3 Capital, LLC is a real estate investment firm focused on institutional quality, value-add, prime urban retail and mixed-use investment within first tier U.S. metropolitan markets. 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 June 30, 2022 and December 31, 2021, the Company owned 98.1% 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 Offering, which terminated in February 2013, 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 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. During the third quarter of 2020, construction of one of the development projects was completed and placed in service. As of June 30, 2022, this property was classified as held for sale and had approximately 12,000 rentable square feet of retail space, which was 42% leased. As of June 30, 2022, in addition to one development project and the property placed in service and currently classified as held for sale, the Company’s portfolio of wholly-owned properties was comprised of six properties, with approximately 27,000 rentable square feet of retail space located in California, as well as an improved land parcel. As of June 30, 2022, the rentable space at the Company’s retail properties was 88% leased, excluding the property placed in service and currently classified as held for sale. COVID-19 Pandemic and Liquidity The adverse effect of the public health crisis of the coronavirus disease (COVID-19) pandemic continues to pose material risk and uncertainty to the Company and the retail industry, which is the focus of the Company’s real estate investments. A majority of the Company’s tenants requested rent deferral or rent abatement at the start of the pandemic. Recently, some of the tenants have resumed paying full or partial rent. However, the Company is unable to predict the full impact that the pandemic will have on its financial condition, results of operations and cash flows which is dependent on the long-term impact of the pandemic on retail commercial real estate and whether customers will engage with the Company’s retail tenants at pre-pandemic levels. Since the termination of the Offering in 2013, the Company’s cash flows have been primarily funded by cash provided by property operations, debt financings and the sales of properties. The COVID-19 pandemic has had a material detrimental impact on the Company’s retail tenants and their ability to pay rent and consequently on the Company’s liquidity. As of June 30, 2022, the Company had approximately $0.9 million in cash and cash equivalents. In addition, the Company had approximately $0.4 million of restricted cash (funds held by the lenders for property taxes, insurance, tenant improvements, leasing commissions, capital expenditures, rollover reserves and other financing needs). The Company has taken several steps to preserve capital and increase liquidity, such as: • On March 27, 2020, the Company’s board of directors (the “Board”) decided to suspend the payment of any dividend for the quarter ending March 31, 2020, and will consider future dividend payments on a quarter by quarter basis. Dividend payments were not reinstated as of June 30, 2022. • Effective May 21, 2020, the Company suspended its Amended and Restated Share Redemption Program (the “SRP”). The SRP will remain suspended and no further redemptions will be made unless and until the Board approves the resumption of the SRP. • The Company obtained a $4.0 million unsecured loan from PUR Holdings Lender, LLC, an affiliate of the Advisor (the “Unsecured Loan”), to be used for working capital and other general corporate purposes. The Unsecured Loan does not have covenants that could trigger a default. Pursuant to the loan documents, the Unsecured Loan matures on December 30, 2022, with an option for the Company to extend the maturity date until June 30, 2023. On August 2, 2022, PUR Holdings Lender, LLC agreed to an additional six month extension at the option of the Company to extend the maturity date until December 31, 2023. As of June 30, 2022, there was approximately $1.6 million of unfunded commitment. • The Company is actively exploring options to provide additional liquidity, such as a sale of one or more assets that are not generating positive cash flow. On August 10, 2022, the due diligence period expired under the Purchase and Sale Agreement the Company entered with an unrelated third-party for the sale of the Wilshire Joint Venture Property located in Santa Monica, California, for a sale price of $16.5 million. Pursuant to the Purchase and Sale Agreement, the purchaser would be obligated to purchase the property and the Company would be obligated to sell the property only after satisfaction of agreed upon closing conditions. The closing date is expected to be October 10, 2022. There can be no assurance that the Company will complete the sale. In certain circumstances, if the purchaser fails to complete the acquisition, it may forfeit up to approximately $0.5 million of earnest money. The Purchase and Sale Agreement was entered on June 30, 2022, and as a result, the Wilshire Joint Venture Property was classified as held for sale in the consolidated balance sheets as of June 30, 2022. As of June 30, 2022, the Company was in compliance with all the terms of the Wilshire Construction Loan (as defined below). The Wilshire Construction Loan was scheduled to mature on May 10, 2022; however, the lender has informed us that the maturity date will be extended to November, 10, 2022 on the same terms and conditions as currently in effect. At June 30, 2022, the 3032 Wilshire Joint Venture Property, was classified as held for sale in the condensed consolidated balance sheets. Similarly, as of June 30, 2022, the Company was in compliance with the Sunset & Gardner Loan (as defined below), which matures on October 31, 2022. The SRT Loan (as defined below) is secured by six of the Company’s core urban properties in Los Angeles and San Francisco. The SRT Loan does not have restrictive covenants that could trigger a default caused by tenants not paying rent or seeking rent relief. The SRT Loan has two extension options available subject to satisfaction of certain covenants and conditions, and while there is no guarantee of meeting the covenants and conditions, management believes they could exercise the extension options, or refinance the SRT loan if necessary. |