REAL ESTATE | REAL ESTATE As of March 31, 2020, the Company’s real estate portfolio was composed of two hotel properties, three office properties and one apartment building. In addition, as of March 31, 2020, the Company has entered into a consolidated joint venture to develop one office/retail property. The following table summarizes the Company’s real estate as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Land $ 102,288 $ 102,288 Buildings and improvements 431,474 427,696 Tenant origination and absorption costs 15,018 15,422 Total real estate, cost and net of impairment charges 548,780 545,406 Accumulated depreciation and amortization (56,061) (51,723) Total real estate, net $ 492,719 $ 493,683 The following table provides summary information regarding the Company’s real estate as of March 31, 2020 (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 Charges Accumulated Depreciation and Amortization Total Real Estate, Net Ownership % Springmaid Beach Resort 12/30/2014 Myrtle Beach SC Hotel $ 27,438 $ 39,999 $ — $ 67,437 $ (11,058) $ 56,379 90.0% Q&C Hotel 12/17/2015 New Orleans LA Hotel 1,232 53,318 — 54,550 (8,880) 45,670 90.0% Lincoln Court 05/20/2016 Campbell CA Office 14,706 36,017 1,722 52,445 (5,711) 46,734 100.0% Lofts at NoHo Commons 11/16/2016 North Hollywood CA Apartment 26,222 81,721 — 107,943 (7,240) 100,703 90.0% 210 West 31st Street (2) 12/01/2016 New York NY Office/Retail — 55,255 — 55,255 — 55,255 80.0% Oakland City Center 08/18/2017 Oakland CA Office 22,150 143,050 10,496 175,696 (19,296) 156,400 100.0% Madison Square (3) 10/03/2017 Phoenix AZ Office 10,540 22,114 2,800 35,454 (3,876) 31,578 90.0% $ 102,288 $ 431,474 $ 15,018 $ 548,780 $ (56,061) $ 492,719 _____________________ (1) Building and improvements includes construction costs for the Company’s project that was under development. (2) 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 March 31, 2020, 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 March 31, 2020. (3) 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 March 31, 2020, the finance lease had a weighted average remaining lease term of 2.3 years. As of March 31, 2020, the finance lease right-of-use asset had a carrying value of $1.9 million included in land. Office Properties As of March 31, 2020, the Company owned three office properties encompassing in the aggregate 806,960 rentable square feet which were 69% occupied. The following table provides detailed information regarding the Company’s office revenues and expenses for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Office revenues: Rental income $ 6,870 $ 6,912 Other income 226 205 Office revenues $ 7,096 $ 7,117 Office expenses: Operating, maintenance, and management $ 2,274 $ 2,325 Real estate taxes and insurance 1,100 1,072 Office expenses $ 3,374 $ 3,397 Operating Leases The Company’s office properties are leased to tenants under operating leases for which the terms and expirations vary. As of March 31, 2020, the leases had remaining terms, excluding options to extend, of up to 11.6 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 $1.8 million and $1.1 million as of March 31, 2020 and December 31, 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company recognized deferred rent from tenants of $0.3 million and $0.1 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 $3.1 million and $2.9 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $0.1 million and $0.2 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 office properties under its non-cancelable operating leases was as follows (in thousands): April 1, 2020 through December 31, 2020 $ 16,388 2021 20,097 2022 16,403 2023 13,304 2024 10,827 Thereafter 33,323 $ 110,342 As of March 31, 2020, the Company’s commercial real estate properties were leased to approximately 80 tenants over a diverse range of industries and geographic areas. As of March 31, 2020, 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 Legal Services 13 $ 4,547 20.2 % Public Administration 6 3,589 16.0 % Professional, Scientific, and Technical Services 11 2,947 13.1 % $ 11,083 49.3 % _____________________ (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 tenant 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, the Company recorded a $45,000 adjustment to office revenues for lease payments deemed not probable of collection. During the three months ended March 31, 2019, the Company recorded bad debt recovery of $0.1 million, which were included in office expenses in the accompanying consolidated statements of operations. Hotel Properties As of March 31, 2020, the Company owned two hotel properties. The following table provides detailed information regarding the Company’s hotel revenues and expenses for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Hotel revenues: Room $ 2,954 $ 4,465 Food, beverage and convention services 601 873 Campground 255 271 Other 270 371 Hotel revenues $ 4,080 $ 5,980 Hotel expenses: Room $ 1,090 $ 1,324 Food, beverage and convention services 626 776 General and administrative 805 786 Sales and marketing 540 694 Repairs and maintenance 462 566 Utilities 294 261 Property taxes and insurance 589 438 Other 255 330 Hotel expenses $ 4,661 $ 5,175 On March 31, 2020, both hotels were temporarily closed due to COVID-19 (Coronavirus) and the Springmaid Beach Resort reopened on May 1, 2020. The Company is unable to predict when the Q&C Hotel will resume operations. The extent of the effects of the COVID-19 pandemic on the Company’s business and the hotel industry at large is highly uncertain and will ultimately depend on future developments, including, but not limited to, the duration and severity of the outbreak, the length of time it takes for demand and pricing to return and normal economic and operating conditions to resume. 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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Contract liability $ 483 $ 500 Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 262 $ 281 Apartment Property As of March 31, 2020, the Company owned one apartment property with 292 units which was 90% occupied. The following table provides detailed information regarding the Company’s apartment revenues and expenses for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Apartment revenues: Rental income $ 1,827 $ 1,830 Other income 229 165 Apartment revenues $ 2,056 $ 1,995 Apartment expenses: Operating, maintenance, and management $ 445 $ 536 Real estate taxes and insurance 366 361 Apartment expenses $ 811 $ 897 _____________________ Geographic Concentration Risk As of March 31, 2020, the Company’s real estate investments in California represented 57.1% 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. Disposition of Real Estate During the year ended December 31, 2019, the Company disposed of one office building and there were no dispositions during the three months ended March 31, 2020. On November 4, 2019, the Company, through an indirect wholly owned subsidiary, sold 2200 Paseo Verde to a purchaser unaffiliated with the Company or the Advisor for a sales price, net of closing credits of $18.7 million, excluding closing costs. The carrying value of 2200 Paseo Verde as of the disposition date was $13.5 million, which was net of $2.0 million of accumulated depreciation and amortization. The Company recognized a gain on sale of $4.2 million related to the disposition of 2200 Paseo Verde. The operations of this property and gain on sales are included in continuing operations on the accompanying statements of operations. The following table summarizes certain revenue and expenses related to this property for the three months ended March 31, 2020 and 2019 (in thousands): For the Three Months Ended March 31, 2020 2019 Revenues Rental income $ — $ 391 Other operating income — 5 Total revenues $ — $ 396 Expenses Operating, maintenance, and management $ — $ 87 Real estate taxes and insurance — 20 Asset management fees to affiliate — 34 Depreciation and amortization — 168 Interest expense — 101 Total expenses $ — $ 410 |