REAL ESTATE | REAL ESTATE As of September 30, 2019, the Company’s real estate portfolio was composed of two hotel properties, four office properties and one apartment building. In addition, as of September 30, 2019, the Company has entered into a consolidated joint venture to develop one retail property. The following table summarizes the Company’s real estate as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Land $ 104,138 $ 104,138 Buildings and improvements 436,448 425,989 Tenant origination and absorption costs 16,022 17,183 Total real estate, cost and net of impairment charge 556,608 547,310 Accumulated depreciation and amortization (49,181) (35,704) Total real estate, net $ 507,427 $ 511,606 The following table provides summary information regarding the Company’s real estate as of September 30, 2019 (in thousands): Property Date City State Property Type Land Building and Improvements (1) Tenant Origination and Absorption Total Real Estate, at Cost and Net of Impairment Charge Accumulated Depreciation and Amortization Total Real Estate, Net Ownership % Springmaid Beach Resort 12/30/2014 Myrtle Beach SC Hotel $ 27,438 $ 36,040 $ — $ 63,478 $ (9,558) $ 53,920 90.0% Q&C Hotel 12/17/2015 New Orleans LA Hotel 1,232 53,137 — 54,369 (7,751) 46,618 90.0% 2200 Paseo Verde (2) 12/23/2015 Henderson NV Office 1,850 12,271 419 14,540 (1,910) 12,630 100.0% Lincoln Court 05/20/2016 Campbell CA Office 14,706 35,887 2,307 52,900 (5,346) 47,554 100.0% Lofts at NoHo Commons 11/16/2016 North Hollywood CA Apartment 26,222 81,193 — 107,415 (6,013) 101,402 90.0% 210 West 31st Street (3) 12/01/2016 New York NY Retail — 55,236 — 55,236 — 55,236 80.0% Oakland City Center 08/18/2017 Oakland CA Office 22,150 141,287 10,496 173,933 (15,637) 158,296 100.0% Madison Square (4) 10/03/2017 Phoenix AZ Office 10,540 21,397 2,800 34,737 (2,966) 31,771 90.0% $ 104,138 $ 436,448 $ 16,022 $ 556,608 $ (49,181) $ 507,427 _____________________ (1) Building and improvements includes construction costs for the Company’s project that was under development. (2) On November 4, 2019, the Company sold this property. See note 12, “Subsequent Events - Real Estate Disposition Subsequent to September 30, 2019” for more information. (3) The Company acquired the rights to a leasehold interest with respect to this property, which was accounted for as a finance lease. The Company applied a 6.1% discount rate to the finance lease and the lease expires on January 31, 2114. As of September 30, 2019, the finance lease right-of-use asset had a carrying value of $6.8 million included in building and improvements. No depreciation or amortization was recorded to this property as of September 30, 2019. (4) The Company acquired the rights to a leasehold interest with respect to the land at this property, which was accounted for as a finance lease. The Company applied a 5.4% discount rate to the finance lease and as of September 30, 2019, the finance lease had a weighted average remaining lease term of 2.8 years. As of September 30, 2019, the finance lease right-of-use asset had a carrying value of $1.9 million included in land. Office Properties As of September 30, 2019, the Company owned four office properties encompassing in the aggregate 865,370 rentable square feet which were 72% occupied. The following table provides detailed information regarding the Company’s office revenues and expenses for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Office revenues: Rental income (1) $ 7,137 $ 7,332 $ 21,056 $ 21,932 Other income 221 183 613 543 Office revenues $ 7,358 $ 7,515 $ 21,669 $ 22,475 Office expenses: Operating, maintenance, and management (2) $ 2,386 $ 2,219 $ 7,049 $ 6,072 Real estate taxes and insurance (2) 1,107 1,022 3,268 2,879 Office expenses $ 3,493 $ 3,241 $ 10,317 $ 8,951 _____________________ (1) For the three and nine months ended September 30, 2018, the Company reclassified $0.7 million and $1.9 million of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. (2) On October 1, 2018, the Company placed the development of 210 West 31st Street on hold and began expensing certain costs that were previously capitalized. Included in office expenses for the three months ended September 30, 2019 is $0.1 million of operating, maintenance and management and $0.1 million of real estate taxes and insurance and for the nine months ended September 30, 2019 is $0.5 million of operating, maintenance and management and $0.3 million of real estate taxes and insurance for 210 West 31st Street. Operating Leases The Company’s office properties are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2019, the leases had remaining terms, excluding options to extend, of up to 8.9 years with a weighted-average remaining term of 3.5 years. Some of the leases may have provisions to extend the term of the lease, options for early termination for all or a part of the leased premises 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 the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to office tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $1.2 million and $1.3 million as of September 30, 2019 and December 31, 2018, respectively. During the three and nine months ended September 30, 2019, the Company recognized deferred rent from tenants of $0.2 million and $0.4 million, respectively, net of lease incentive amortization. During the three and nine months ended September 30, 2018, the Company recognized deferred rent from tenants of $0.2 million and $1.2 million, respectively, net of lease incentive amortization. As of September 30, 2019 and December 31, 2018, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $3.2 million and $2.8 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $0.2 million of unamortized lease incentives as of September 30, 2019 and December 31, 2018. As of September 30, 2019, the future minimum rental income from the Company’s office properties under its non-cancelable operating leases was as follows (in thousands): October 1, 2019 through December 31, 2019 $ 5,729 2020 22,804 2021 20,962 2022 17,395 2023 14,470 Thereafter 46,774 $ 128,134 As of September 30, 2019, the Company’s commercial real estate properties were leased to approximately 95 tenants over a diverse range of industries and geographic areas. As of September 30, 2019, the highest tenant industry concentrations (greater than 10% of annualized base rent) in the Company’s portfolio were as follows: Industry Number of Tenants Annualized Base Rent (1) (in thousands) Percentage of Professional, Scientific and Technical Services 16 $ 4,833 20.2 % Legal Services 13 4,282 17.9 % Public Administration (Government) 6 3,547 14.8 % Finance 13 2,542 10.6 % $ 15,204 63.5 % _____________________ (1) Annualized base rent represents annualized contractual base rental income as of September 30, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. No other tenant industries accounted for more than 10% of annualized base rent. No tenant accounted for more than 10% of annualized base rent. No material tenant credit issues have been identified at this time. During the nine months ended September 30, 2019, the Company did not record any adjustment to office revenues for lease payments deemed not probable of collection. During the nine months ended September 30, 2019 and 2018, the Company recorded bad debt expense of $17,000 and $0.3 million, respectively, which were included in office expenses in the accompanying consolidated statements of operations. Hotel Properties As of September 30, 2019, the Company owned two hotel properties. The following table provides detailed information regarding the Company’s hotel revenues and expenses for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Hotel revenues: Room $ 7,151 8,094 $ 19,206 20,207 Food, beverage and convention services 1,339 1,574 3,891 3,893 Campground 278 298 829 879 Other 503 495 1,392 1,255 Hotel revenues $ 9,271 $ 10,461 $ 25,318 $ 26,234 Hotel expenses: Room $ 1,689 1,824 $ 4,693 4,839 Food, beverage and convention services 1,137 1,084 3,077 3,005 General and administrative 749 704 2,243 2,149 Sales and marketing 870 932 2,476 2,381 Repairs and maintenance 563 571 1,655 1,566 Utilities 391 364 876 916 Property taxes and insurance 435 447 1,308 1,311 Other 415 180 1,232 994 Hotel expenses $ 6,249 $ 6,106 $ 17,560 $ 17,161 Contract liabilities The following table summarizes the Company’s contract liabilities, which are comprised of advanced deposits and are included in other liabilities in the accompanying consolidated balance sheets, as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Contract liability $ 652 $ 324 Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 276 $ — Apartment Property As of September 30, 2019, the Company owned one apartment property with 292 units which was 96% occupied. The following table provides detailed information regarding the Company’s apartment revenues and expenses for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Apartment revenues: Rental income (1) $ 1,867 $ 1,779 $ 5,526 $ 5,020 Other income 147 161 453 439 Apartment revenues $ 2,014 $ 1,940 $ 5,979 $ 5,459 Apartment expenses: Operating, maintenance, and management $ 582 $ 639 $ 1,662 $ 1,844 Real estate taxes and insurance 345 337 1,045 1,014 Apartment expenses $ 927 $ 976 $ 2,707 $ 2,858 _____________________ (1) For the three and nine months ended September 30, 2018, the Company reclassified $5,000 and $17,000, respectively, of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. Geographic Concentration Risk As of September 30, 2019, the Company’s real estate investments in California represented 54.0% 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 real estate market. Any adverse economic or real estate developments in this market, 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. |