REAL ESTATE HELD FOR INVESTMENT | REAL ESTATE HELD FOR INVESTMENT As of June 30, 2024, the Company consolidated nine office complexes, encompassing, in the aggregate, approximately 3.2 million rentable square feet and these properties were 68% occupied. In addition, the Company owned one residential home portfolio consisting of 2,155 residential homes, and two apartment properties, containing 609 units, which were 95% and 91% occupied, respectively. The Company also owned one hotel property with 196 rooms, four investments in undeveloped land with approximately 581 developable acres and one office/retail development property. The following table summarizes the Company’s real estate held for investment as of June 30, 2024 and December 31, 2023, respectively (in thousands): June 30, 2024 December 31, 2023 Land $ 246,745 $ 253,075 Buildings and improvements 917,448 988,883 Tenant origination and absorption costs 13,608 17,080 Total real estate, cost 1,177,801 1,259,038 Accumulated depreciation and amortization (149,794) (167,157) Total real estate held for investment, net $ 1,028,007 $ 1,091,881 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 June 30, 2024, the leases, excluding options to extend, apartment leases and residential home leases, which have terms that are generally one year or less, had remaining terms of up to 16.2 years with a weighted-average remaining term of 3.4 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 totaled $5.8 million and $5.9 million as of June 30, 2024 and December 31, 2023, respectively. During the three and six months ended June 30, 2024, the Company recognized deferred rent from tenants of $0.3 million and $0.4 million, net of lease incentive amortization, respectively. During the three and six months ended June 30, 2023, the Company recognized deferred rent from tenants of $0.7 million and $1.5 million, net of lease incentive amortization, respectively. As of June 30, 2024 and December 31, 2023, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $20.1 million and $19.1 million, respectively, and is included in rents and other receivables in the accompanying consolidated balance sheets. The cumulative deferred rent balance included $3.0 million and $2.5 million of unamortized lease incentives as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, the future minimum rental income from the Company’s office complexes, under non-cancelable operating leases was as follows (in thousands): July 1, 2024 through December 31, 2024 $ 29,761 2025 56,600 2026 44,974 2027 36,444 2028 29,428 Thereafter 69,286 $ 266,493 Geographic Concentration Risk As of June 30, 2024, the Company’s real estate investments in California and Georgia represented 20.2% and 10.5%, 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 California and Georgia 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. Hotel Property The following table provides detailed information regarding the Company’s hotel revenues during the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Hotel revenues: Room $ 1,947 $ 2,240 $ 4,413 $ 4,805 Other 288 325 626 673 Hotel revenues $ 2,235 $ 2,565 $ 5,039 $ 5,478 Contract Liabilities The Company’s contract liabilities are comprised of: hotel advanced deposits, deferred proceeds received from the buyers of the Park Highlands land sales, and value of Park Highlands land that was contributed to a master association. As of June 30, 2024 and December 31, 2023, contract liabilities were $19.8 million and $23.8 million, respectively, which are included in other liabilities on the accompanying consolidated balance sheets. During the three and six months ended June 30, 2024, the Company recognized $1.5 million and $4.0 million, respectively, of income related to the contract liabilities. During the three and six months ended June 30, 2023, the Company recognized $0.8 million and $1.5 million, respectively, of income related to the contract liabilities. Impairment of Real Estate During the three and six months ended June 30, 2024, the Company recorded impairment charges on real estate of $21.0 million and $60.3 million, respectively, to write down the carrying value of three of the Company’s strategic opportunistic properties and one hotel due to declines in market conditions and projected cash flows. During the three and six months ended June 30, 2023, the Company recorded impairment charges on real estate in the aggregate of $18.9 million and $36.6 million, respectively, to write down the carrying values of two of the Company’s strategic opportunistic properties to their estimated fair values due to increases in the discount and cap rate assumptions and decrease in projected cash flows. Pending Real Estate Sales In March 2024, the Company, through indirect wholly owned subsidiaries, entered into a purchase and sale agreement for the sale of approximately 454 developable acres of Park Highlands undeveloped land, from the Company’s strategic opportunistic properties segment for gross sale proceeds of approximately $195.0 million, before closing costs, credits and taxes. The sale is expected to be completed in two phases. In Phase 1, 212.14 gross acres are anticipated to be sold to the buyer for approximately $91.0 million by the Phase 1 planned closing in September 2024. In Phase 2, 242.17 gross acres are anticipated to be sold to the buyer for approximately $104.0 million by the Phase 2 planned closing in November 2025. Note that each of the foregoing anticipated closing dates may be extended in certain circumstances. In addition, the land parcels are held through the Company’s taxable REIT subsidiaries (“TRS”) for certain tax planning purposes and to ensure preservation of the Company’s REIT status. A portion of the acres to be sold are pledged as collateral for the Series C bonds. There can be no assurance that the Company will complete the sale. The purchaser is not affiliated with the Company or with the Company’s external advisor, Pacific Oak Capital Advisors, LLC (“Pacific Oak Capital Advisors”). |