REAL ESTATE HELD FOR INVESTMENT | 3. REAL ESTATE HELD FOR INVESTMENT As of December 31, 2019, the Company owned six office properties, one office portfolio consisting of four office buildings and 14 acres of undeveloped land encompassing, in the aggregate, approximately 3.0 million rentable square feet. As of December 31, 2019, these properties were 79% occupied. In addition, the Company owned one residential home portfolio consisting of 993 single-family homes and encompassing approximately 1.4 million rental square feet and one apartment property containing 317 units and encompassing approximately 0.3 million rentable square feet, which was 89% and 85% occupied, respectively as of December 31, 2019. The Company also owned three investments in undeveloped land with approximately 1,000 developable acres. The following table summarizes the Company’s real estate held for investment as of December 31, 2019 and 2018, respectively (in thousands): December 31, 2019 December 31, 2018 Land $ 175,317 $ 141,950 Buildings and improvements 618,974 426,604 Tenant origination and absorption costs 30,569 22,472 Total real estate, cost 824,860 591,026 Accumulated depreciation and amortization (65,381 ) (38,052 ) Total real estate, net $ 759,479 $ 552,974 The following table provides summary information regarding the Company’s real estate held for investment as of December 31, 2019 (in thousands): Property Date City State Property Land Building Tenant Total Accumulated Total Ownership % Richardson Portfolio: Palisades Central I 11/23/2011 Richardson TX Office $ 1,037 $ 12,258 $ — $ 13,295 $ (3,565 ) $ 9,730 90.0 % Palisades Central II 11/23/2011 Richardson TX Office 810 21,006 — 21,816 (5,486 ) 16,330 90.0 % Greenway I 11/23/2011 Richardson TX Office 561 2,147 — 2,708 (901 ) 1,807 90.0 % Greenway III 11/23/2011 Richardson TX Office 702 3,765 — 4,467 (1,321 ) 3,146 90.0 % Undeveloped Land 11/23/2011 Richardson TX Undeveloped 3,134 — — 3,134 — 3,134 90.0 % Total Richardson Portfolio 6,244 39,176 — 45,420 (11,273 ) 34,147 Park Highlands (1) 12/30/2011 North Las NV Undeveloped 34,167 — — 34,167 34,167 (1 ) Park Centre 03/28/2013 Austin TX Office 3,251 34,452 — 37,703 (6,334 ) 31,369 100.0 % 1180 Raymond 08/20/2013 Newark NJ Apartment 8,292 39,128 — 47,420 (7,897 ) 39,523 100.0 % Park Highlands II (1) 12/10/2013 North Las NV Undeveloped 27,078 — — 27,078 — 27,078 (1 ) Richardson Land II 09/04/2014 Richardson TX Undeveloped 3,418 — — 3,418 — 3,418 90.0 % Crown Pointe 02/14/2017 Dunwoody GA Office 22,590 68,106 4,830 95,526 (11,753 ) 83,773 100.0 % The Marq (2) 03/01/2018 Minneapolis MN Office 10,387 81,065 4,179 95,631 (7,119 ) 88,512 100.0 % City Tower 03/06/2018 Orange CA Office 13,930 135,390 7,937 157,257 (12,823 ) 144,434 100.0 % Eight & Nine Corporate Centre 06/08/2018 Franklin TN Office 17,401 57,595 4,572 79,568 (4,356 ) 75,212 100.0 % Georgia 400 Center 05/23/2019 Alpharetta GA Office 11,431 72,529 7,574 91,534 (3,053 ) 88,481 100.0 % Single-Family Homes Portfolio Birmingham Homes 11/04/2019 Birmingham AL Home 2,444 11,044 162 13,650 (90 ) 13,560 100.0 % Houston Homes 11/04/2019 Houston TX Home 6,154 22,609 432 29,195 (191 ) 29,004 100.0 % Jacksonville Homes 11/04/2019 Jacksonville FL Home 2,986 24,058 353 27,397 (210 ) 27,187 100.0 % Memphis Homes 11/04/2019 Memphis TN Home 2,679 15,664 266 18,609 (131 ) 18,478 100.0 % Atlanta Homes 11/04/2019 Atlanta GA Home 783 3,839 65 4,687 (38 ) 4,649 100.0 % Oklahoma Homes 11/04/2019 Oklahoma OK Home 2,082 14,319 199 16,600 (113 ) 16,487 100.0 % Total Single-Family Homes Portfolio 17,128 91,533 1,477 110,138 (773 ) 109,365 $ 175,317 $ 618,974 $ 30,569 $ 824,860 $ (65,381 ) $ 759,479 (1) The Company owns 100% of the common members’ equity of Park Highlands and Park Highlands II. On September 7, 2016 and January 8, 2019, a subsidiary of the Company that owns a portion of Park Highlands and Park Highlands II sold 820 units of 10% Class A non-voting non-voting non-voting (2) This property was formerly known as Marquette Plaza and was re-named re-branding Operating Leases Certain of the Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of December 31, 2019, the leases, excluding options to extend apartment leases and single-family home leases, which have terms that are generally one year or less, had remaining terms of up to 12.2 years with a weighted-average remaining term of 4.3 years. Some of the leases have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from tenants in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective 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 and assumed in real estate acquisitions related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $4.3 million and $3.7 million as of December 31, 2019 and 2018, respectively. During the years ended December 31, 2019, 2018 and 2017, the Company recognized deferred rent from tenants of $4.1 million, $4.7 million and $2.4 million, respectively, net of lease incentive amortization. As of December 31, 2019 and 2018, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $13.6 million and $8.4 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $3.1 million and $1.3 million of unamortized lease incentives as of December 31, 2019 and 2018, respectively. As of December 31, 2019, the future minimum rental income from the Company’s properties, excluding apartment and single-family home leases, under non-cancelable 2020 $ 53,396 2021 50,295 2022 44,112 2023 35,871 2024 30,396 Thereafter 67,980 $ 282,050 As of December 31, 2019, the Company’s commercial real estate properties were leased to approximately 229 tenants over a diverse range of industries and geographic areas. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows: Industry Number of Annualized (1) (in thousands) Percentage of Insurance 26 $ 7,817 14.1 % Health Care and Social Services 16 7,021 12.7 % Computer Systems 24 6,852 12.4 % $ 21,690 39.2 % (1) Annualized base rent represents annualized contractual base rental income as of December 31, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. No other tenant industries accounted for more than 10% of annualized base rent. No material tenant credit issues have been identified at this time. Geographic Concentration Risk As of December 31, 2019, the Company’s real estate investments in Georgia and California represented 17.0% and 13.9%, respectively, of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the Georgia and California real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders. Recent Real Estate Asset Acquisition Georgia 400 Center On May 23, 2019, the Company, through an indirect wholly owned subsidiary, acquired an office property consisting of three buildings containing an aggregate of 416,463 rentable square feet located on approximately 24.4 acres of land in Alpharetta, Georgia (“Georgia 400 Center”). The seller is not affiliated with the Company, KBS Capital Advisors or the Advisor. The purchase price (net of closing credits) of Georgia 400 Center was $90.3 million, which includes $1.2 million of capitalized acquisition costs. The Company recorded this acquisition as an asset acquisition and recorded $11.4 million to land, $72.0 million to building and improvements, $7.6 million to tenant origination and absorption costs and $0.7 million to below-market lease liabilities. The intangible assets and liabilities acquired in connection with this acquisition have weighted-average amortization periods as of the date of acquisition of 5.8 years for tenant origination and absorption costs and 2.4 years for below-market lease liabilities. Recent Business Combination Reven Portfolio On November 4, 2019, the Company, through an indirect wholly owned subsidiary, acquired a single-family home portfolio consisting of 993 single-family homes (“Reven”), at the time of acquisition. The seller is not affiliated with the Company, KBS Capital Advisors or the Advisor. The aggregate value of the consideration paid to former holders of Reven common stock was $56.6 million in cash and in addition, the Company expensed $4.5 million of transaction and related costs, which includes $2.4 million of severance costs and a $1.2 million acquisition fee to affiliate. At the closing of the acquisition, Reven changed its name to Pacific Oak Residential Trust, Inc (“PORT”). The intangible assets acquired with this acquisition have weighted-average amortization periods as of the date of acquisition of 0.5 years for tenant origination and absorption costs. The fair values of the assets acquired and liabilities assumed at the closing date were as follows: Assets: Land $ 17,126 Building and improvements 91,320 Tenant origination and absorption costs 1,477 Cash and cash equivalents 8,104 Restricted cash 1,667 Rents and other receivables 989 Prepaid expenses and other assets 634 Liabilities: Notes payable (61,885 ) Accounts payable and accrued liabilities (1,893 ) Other liabilities (904 ) Total cash paid for acquisition $ 56,635 The following unaudited pro forma results of operations reflect the Company’s results as if the acquisition of Reven had occurred on January 1, 2019. The information is not necessarily indicative of the results that actually would have occurred, nor does it indicate future operating results. All significant adjustments necessary to reflect the effects have been made. For the year ended December 31, 2019: Revenues $ 102,540 Expenses (116,370 ) Net loss $ (13,830 ) Recent Real Estate Sales 424 Bedford On January 11, 2019, the 424 Bedford Joint Venture sold 424 Bedford to a purchaser unaffiliated with the Company, KBS Capital Advisors or the Advisor, for $43.8 million before closing costs and credits. The carrying value of 424 Bedford as of the disposition date was $34.0 million, which was net of $5.3 million of accumulated depreciation and amortization. The Company recognized a gain on sale of $7.6 million related to the disposition of 424 Bedford. Burbank Collection On July 19, 2019, the Burbank Collection Joint Venture sold the Burbank Collection to a purchaser unaffiliated with the Company, KBS Capital Advisors or the Advisor for $25.9 million before closing costs. The carrying value of the Burbank Collection as of the disposition date was $14.7 million, which was net of $2.6 million of accumulated depreciation and amortization. The Company recognized a gain on sale of $10.5 million related to the disposition of the Burbank Collection. 125 John Carpenter On November 1, 2019, the Company sold 125 John Carpenter to a wholly owned subsidiary of Keppel Pacific Oak US REIT (the “SREIT”). The sale price, net of closing credits, of 125 John Carpenter was $99.8 million. The carrying value of 125 John Carpenter was $82.4 million, which was net of $9.1 million of accumulated depreciation and amortization. In connection with the sale of 125 John Carpenter, the Company repaid $53.2 million of outstanding debt secured by 125 John Carpenter. | 3. REAL ESTATE HELD FOR INVESTMENT As of March 31, 2020, the Company owned six office properties and one office portfolio consisting of four office buildings and 14 acres of undeveloped land, encompassing, in the aggregate, approximately 3.0 million rentable square feet. As of March 31, 2020, these properties were 81% occupied. In addition, the Company owned one residential home portfolio consisting of 993 single-family homes and encompassing approximately 1.4 million rental square feet and one apartment property, containing 317 units and encompassing approximately 0.3 million rentable square feet, which was 92% and 88% occupied, respectively as of March 31, 2020. The Company also owned three investments in undeveloped land with approximately 1,000 developable acres. The following table summarizes the Company’s real estate held for investment as of March 31, 2020 and December 31, 2019, respectively (in thousands): March 31, December 31, Land $ 177,247 $ 175,317 Buildings and improvements 622,162 618,974 Tenant origination and absorption costs 30,179 30,569 Total real estate, cost 829,588 824,860 Accumulated depreciation and amortization (74,128 ) (65,381 ) Total real estate, net $ 755,460 $ 759,479 The following table provides summary information regarding the Company’s real estate held for investment as of March 31, 2020 (in thousands): Property Date City State Property Land Building Tenant Total Accumulated Total Ownership % Richardson Portfolio: Palisades Central I 11/23/2011 Richardson TX Office $ 1,037 $ 12,337 $ — $ 13,374 $ (3,787 ) $ 9,587 90.0 % Palisades Central II 11/23/2011 Richardson TX Office 810 21,405 — 22,215 (5,894 ) 16,321 90.0 % Greenway I 11/23/2011 Richardson TX Office 561 2,393 — 2,954 (1,118 ) 1,836 90.0 % Greenway III 11/23/2011 Richardson TX Office 702 3,896 — 4,598 (1,501 ) 3,097 90.0 % Undeveloped Land 11/23/2011 Richardson TX Undeveloped 3,134 — — 3,134 — 3,134 90.0 % Total Richardson Portfolio 6,244 40,031 — 46,275 (12,300 ) 33,975 Park Highlands (1) 12/30/2011 North Las NV Undeveloped 35,802 — — 35,802 — 35,802 100.0 % (1) Park Centre 03/28/2013 Austin TX Office 3,251 34,766 — 38,017 (7,091 ) 30,926 100.0 % 1180 Raymond 8/20/2013 Newark NJ Apartment 8,292 39,178 — 47,470 (8,216 ) 39,254 100.0 % Park Highlands II (1) 12/10/2013 North Las NV Undeveloped 27,373 — — 27,373 — 27,373 100.0 % (1) Richardson Land II 09/04/2014 Richardson TX Undeveloped 3,418 — — 3,418 — 3,418 90.0 % Crown Pointe 02/14/2017 Dunwoody GA Office 22,590 68,872 4,440 95,902 (12,558 ) 83,344 100.0 % The Marq 03/01/2018 Minneapolis MN Office 10,387 81,098 4,179 95,664 (8,206 ) 87,458 100.0 % City Tower 03/06/2018 Orange CA Office 13,930 135,526 7,937 157,393 (14,570 ) 142,823 100.0 % Eight & Nine Corporate Centre 06/08/2018 Franklin TN Office 17,401 57,867 4,572 79,840 (5,137 ) 74,703 100.0 % Georgia 400 Center 05/23/2019 Alpharetta GA Office 11,431 72,924 7,574 91,929 (4,253 ) 87,676 100.0 % Single-Family Homes Portfolio: Birmingham Homes 11/04/2019 Birmingham AL Home 2,444 11,105 162 13,711 (206 ) 13,505 100.0 % Houston Homes 11/04/2019 Houston TX Home 6,154 22,714 432 29,300 (468 ) 28,832 100.0 % Jacksonville Homes 11/04/2019 Jacksonville FL Home 2,986 24,154 353 27,493 (460 ) 27,033 100.0 % Memphis Homes 11/04/2019 Memphis TN Home 2,679 15,715 266 18,660 (299 ) 18,361 100.0 % Atlanta Homes 11/04/2019 Atlanta GA Home 783 3,860 65 4,708 (84 ) 4,624 100.0 % Oklahoma Homes 11/04/2019 Oklahoma OK Home 2,082 14,352 199 16,633 (280 ) 16,353 100.0 % Total Single-Family Homes Portfolio 17,128 91,900 1,477 110,505 (1,797 ) 108,708 $ 177,247 $ 622,162 $ 30,179 $ 829,588 $ (74,128 ) $ 755,460 (1) The Company owns 100% of the common members’ equity of Park Highlands and Park Highlands II. On September 7, 2016 and January 8, 2019, a subsidiary of the Company that owns a portion of Park Highlands and Park Highlands II, sold 820 units of 10% Class A non-voting non-voting non-voting Operating Leases Certain of 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, excluding options to extend and apartment leases, which have terms that are generally one year or less, had remaining terms of up to 12.0 years with a weighted-average remaining term of 4.4 years. Some of the leases have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from tenants in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective 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 and assumed in real estate acquisitions related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets were both $4.3 million as of March 31, 2020 and December 31, 2019. During the three months ended March 31, 2020 and 2019, the Company recognized deferred rent from tenants of $1.0 million and $1.3 million, respectively, net of lease incentive amortization. As of March 31, 2020 and December 31, 2019, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $14.9 million and $13.6 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $3.3 million and $3.1 million of unamortized lease incentives as of March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, the future minimum rental income from the Company’s properties, excluding apartment leases, under non-cancelable April 1, 2020 through December 31, 2020 $ 40,750 2021 54,573 2022 48,656 2023 40,287 2024 34,691 Thereafter 88,180 $ 307,137 As of March 31, 2020, the Company’s commercial real estate properties were leased to approximately 243 tenants over a diverse range of industries and geographic areas. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows: Industry Number Annualized (1) (in thousands) Percentage Insurance 25 $ 7,180 12.2 % Computer Systems Design 25 6,949 11.8 % Health Care and Social Assistance 16 6,924 11.8 % $ 21,053 35.8 % (1) Annualized base rent represents annualized contractual base rental income as of March 31, 2020, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. No other tenant industries accounted for more than 10% of annualized base rent. No material tenant credit issues have been identified at this time. During the three months ended March 31, 2020 and 2019, the Company recorded adjustments to rental income of $0.2 million and $0.1 million, respectively, for lease payments that were deemed not probable of collection. Geographic Concentration Risk As of March 31, 2020, the Company’s real estate investments in Georgia and California represented 16.9% and 13.7%, respectively, of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the Georgia and California real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders. Sale of Real Estate As of March 31, 2020 and December 31, 2019, the Company had recorded contract liabilities of $3.1 million related to deferred proceeds received from the buyers of the Park Highlands land sales and another developer for the value of land that was contributed to a master association that is consolidated by the Company, which was included in other liabilities on the accompanying consolidated balance sheets. |