KBS Growth & Income REIT (KBSG) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	000-56050
Entity Registrant Name	KBS GROWTH & INCOME REIT, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	47-2778257
Entity Address, Address Line One	800 Newport Center Drive, Suite 700
Entity Address, City or Town	Newport Beach,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	417-6500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001631256
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		9,838,569
Class T Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		307,606

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Real estate	$ 34,021	$ 37,868
Cash and cash equivalents	2,462	3,675
Restricted cash	2,239	1,825
Other assets	10	19
Total assets	38,732	43,387
Liabilities
Liabilities for estimated costs in excess of estimated receipts during liquidation	644	966
Notes payable	36,035	39,617
Accounts payable and accrued liabilities	773	1,529
Due to affiliates	23	25
Other liabilities	194	225
Total liabilities	37,669	42,362
Commitments and contingencies (Note 9)
Net assets in liquidation	$ 1,063	$ 1,025

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Changes in Net Assets in Liquidation [Roll Forward]
Net assets in liquidation, beginning of period	$ 1,025
Change in liquidation value of real estate property after closing costs/disposition fees	(264)
Change in estimated cash flow during liquidation	86
Change in estimated capital expenditures	258
Other changes, net	(42)
Changes in net assets in liquidation	38
Net assets in liquidation, end of period	$ 1,063

ORGANIZATION

ORGANIZATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION KBS Growth & Income REIT, Inc. (the “Company”) was formed on January 12, 2015 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2015. Substantially all of the Company’s business is conducted through KBS Growth & Income Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on January 14, 2015. The Company is the sole general partner of, and owns a 0.1% partnership interest in, the Operating Partnership. KBS Growth & Income REIT Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on January 14, 2015, owns the remaining 99.9% partnership interest in the Operating Partnership and is the sole limited partner. The Company is the sole member and manager of REIT Holdings. Subject to certain restrictions and limitations, the business of the Company is externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, pursuant to an advisory agreement between the Company and the Advisor initially entered into on June 11, 2015, and amended at various times thereafter (the “Advisory Agreement”). The Advisor conducts the Company’s operations and manages its portfolio of core real estate properties. On January 27, 2015, the Company issued 20,000 shares of its common stock to the Advisor at a purchase price of $10.00 per share. On June 11, 2015, these outstanding shares of common stock were designated Class A shares of common stock. As of March 31, 2024, the Company had one remaining investment in an office property. The Company commenced capital raising activities in June 2015 through a private placement offering. The private offering was followed by a public offering and a second private offering. In August 2020, the Company’s board of directors approved the termination of capital raising activities with the termination of the Company’s distribution reinvestment plan offering and second private offering. As of March 31, 2024, the Company had 9,838,569 and 307,606 shares of Class A and Class T common stock outstanding, respectively. On December 15, 2022 and affirmed on February 2, 2023, the Company’s board of directors and a special committee composed of all of the Company’s independent directors (the “Special Committee”) each approved the sale of all of the Company’s assets and the Company’s dissolution pursuant to the terms of a plan of complete liquidation and dissolution (the “Plan of Liquidation”). The principal purpose of the Plan of Liquidation is to provide liquidity to the Company’s stockholders by selling its assets, paying its debts and distributing the net proceeds from liquidation to the Company’s stockholders. On May 9, 2023, the Company’s stockholders approved the Plan of Liquidation.

PLAN OF LIQUIDATION

PLAN OF LIQUIDATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
PLAN OF LIQUIDATION	PLAN OF LIQUIDATION The Plan of Liquidation authorizes the Company to undertake an orderly liquidation. In an orderly liquidation, the Company intends to sell or otherwise dispose of its remaining properties, pay or otherwise settle all of its known liabilities, provide for the payment of its unknown or contingent liabilities, distribute any remaining cash to its stockholders, wind up its operations and dissolve. The Company is authorized to provide for the payment of any unascertained or contingent liabilities and may do so by purchasing insurance, by establishing a reserve fund or in other ways. The Plan of Liquidation enables the Company to sell any and all of its assets without further approval of its stockholders and provides that the amounts and timing of liquidating distributions will be determined by the Company’s board of directors or, if a liquidating trust is formed, by the trustees of the liquidating trust, in their discretion. Pursuant to applicable REIT rules, liquidating distributions the Company pays pursuant to the Plan of Liquidation will qualify for the dividends paid deduction, provided that they are paid within 24 months of the May 9, 2023 approval of the plan by the Company’s stockholders. However, if the Company cannot sell or otherwise dispose of its remaining real estate property and pay its debts within such time period, or if the board of directors and the Special Committee determine that it is otherwise advisable to do so, the Company may transfer and assign its remaining assets to a liquidating trust. Upon such transfer and assignment, the Company’s stockholders would receive beneficial interests in the liquidating trust. The liquidating trust would pay or provide for all of the Company’s liabilities and distribute any remaining net proceeds from liquidation to the holders of beneficial interests in the liquidating trust. If the Company is not able to sell or otherwise dispose of its remaining real estate property and pay its debt within the 24-month period and the remaining assets are not transferred to a liquidating trust, any distributions made during the 24 months may not qualify for the dividends paid deduction and may increase the Company’s tax liability. The Company’s expectations about the implementation of the Plan of Liquidation and the amount of any liquidating distributions that the Company pays to its stockholders and when the Company will pay them are subject to risks and uncertainties and are based on certain estimates and assumptions, one or more of which may prove to be incorrect. As a result, the actual amount of any liquidating distributions the Company pays to its stockholders may be more or less than the Company estimates and the liquidating distributions may be paid later than the Company predicts. There are many factors that may affect the amount of liquidating distributions the Company will ultimately pay to its stockholders. If the Company underestimates its existing obligations and liabilities or the amount of taxes, transaction fees and expenses relating to the liquidation and dissolution or if unanticipated or contingent liabilities arise, the amount of liquidating distributions ultimately paid to the Company’s stockholders could be less than estimated. Moreover, the liquidation value will fluctuate over time in response to developments related to individual assets in the Company’s portfolio and the management of those assets, in response to the real estate and finance markets, based on the amount of net proceeds received from the disposition of the remaining assets and due to other factors. Accordingly, it is not possible to precisely predict the timing of any liquidating distributions the Company pays to it stockholders or the aggregate amount of liquidating distributions that the Company will ultimately pay to its stockholders. No assurance can be given that any liquidating distributions the Company pays to its stockholders will equal or exceed the estimate of net assets in liquidation presented on the Condensed Consolidated Statement of Net Assets as of March 31, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), including Subtopic 205-30, “Liquidation Basis of Accounting,” as indicated, and the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Pursuant to the Company’s stockholders’ approval of the Plan of Liquidation, the Company adopted the liquidation basis of accounting as of and for the periods subsequent to April 1, 2023 (as the approval of the Plan of Liquidation by the Company’s stockholders became imminent during the month of April 2023 based on the results of the Company’s solicitation of proxies from its stockholders for their approval of the Plan of Liquidation). Accordingly, on April 1, 2023, assets were adjusted to their estimated net realizable value, or liquidation value, which represents the estimated amount of cash or other consideration, such as debt relief, that the Company expects to realize through the disposal of assets as it carries out the Plan of Liquidation. The liquidation value of the Company’s remaining real estate property is presented on an undiscounted basis and is based on the amount of debt anticipated to be relieved with the sale of the property. Liabilities are carried at their contractual amounts due or estimated settlement amounts. The Company accrues costs and income that it expects to incur and earn through the completion of its liquidation, including the estimated amount of cash or other consideration that the Company expects to realize through the disposal of its assets and the estimated costs to dispose of its assets, to the extent it has a reasonable basis for estimation. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Condensed Consolidated Statement of Net Assets. Actual costs and income may differ from amounts reflected in the financial statements because of the inherent uncertainty in estimating future events. These differences may be material. See Note 2, “Plan of Liquidation” and Note 4, “Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation” for further discussion. Actual costs incurred but unpaid as of March 31, 2024 are included in accounts payable and accrued liabilities, due to affiliates and other liabilities on the Condensed Consolidated Statement of Net Assets. Net assets in liquidation represents the remaining estimated liquidation value available to stockholders upon liquidation. Due to the uncertainty in the timing of the sale of the Company’s remaining real estate property and the estimated cash flows from operations, actual liquidation costs and sale proceeds may differ materially from the amounts estimated. Use of Estimates

LIABILITIES FOR ESTIMATED COSTS

LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION	3 Months Ended
	Mar. 31, 2024
Liability during Liquidation [Abstract]
LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION	LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Liquidation. As of March 31, 2024, the Company estimated that it will have costs in excess of estimated receipts during the liquidation process. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, estimates of tenant improvement costs and capital expenditures, the timing of sale of the remaining real estate property, direct costs incurred to complete the sale, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. The change in the liabilities for estimated costs in excess of estimated receipts during liquidation as of March 31, 2024 is as follows (in thousands): December 31, 2023 Cash Payments Remeasurement of March 31, 2024 Assets: Estimated net inflows (outflows) from investments in real estate $ 95 $ (276) $ 52 $ (129) 95 (276) 52 (129) Liabilities: Liquidation transaction costs (300) — 40 (260) Corporate expenditures (490) 241 (6) (255) Capital expenditures (271) 13 258 — (1,061) 254 292 (515) Total liabilities for estimated costs in excess of estimated receipts during liquidation $ (966) $ (22) $ 344 $ (644)

NET ASSETS IN LIQUIDATION

NET ASSETS IN LIQUIDATION	3 Months Ended
	Mar. 31, 2024
Assets in Liquidation [Abstract]
NET ASSETS IN LIQUIDATION	NET ASSETS IN LIQUIDATIONThe net assets in liquidation as of March 31, 2024 would result in the payment of estimated liquidating distributions of approximately $0.10 per share of common stock to the Company’s stockholders of record as of March 31, 2024. This estimate of liquidating distributions includes projections of costs and expenses to be incurred during the estimated period required to complete the Plan of Liquidation. There is inherent uncertainty with these estimates and projections, and they could change materially based on the timing of the disposition of the Company’s remaining real estate property, the performance of the Company’s remaining property prior to sale and any changes in the underlying assumptions of the projected cash flows from such property. See Note 2, “Plan of Liquidation.”

REAL ESTATE

REAL ESTATE	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
REAL ESTATE	REAL ESTATE As of March 31, 2024, the Company owned one office property, encompassing in the aggregate 203,284 rentable square feet with an estimated liquidation value of $34.0 million. As of March 31, 2024, the real estate property was 92.9% occupied. Subsequent to March 31, 2024, the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement and escrow instructions for the sale of the real estate property. No assurances can be provided regarding the successful sale of the property. See Note 10, “Subsequent Events – Purchase and Sale Agreement for Sale of The Offices at Greenhouse.” As a result of adopting the liquidation basis of accounting in April 2023, as of March 31, 2024, the remaining real estate property was recorded at its estimated liquidation value, which represents the estimated gross amount of cash or other consideration, such as debt relief, the Company expects to realize through the disposition of its real estate property owned as of March 31, 2024 as it carries out its Plan of Liquidation. Disposition of 210 W. Chicago On March 4, 2024, the Company, through an indirect wholly owned subsidiary, entered into a purchase and sale agreement and escrow instructions (the “210 W. Chicago Agreement”) for the sale of 210 W. Chicago to an unaffiliated purchaser (the “210 W. Chicago Purchaser”).

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTES PAYABLE As of March 31, 2024 and December 31, 2023, the Company’s notes payable consisted of the following (dollars in thousands): Book Value as of March 31, 2024 Book Value as of December 31, 2023 Contractual Interest Rate as of March 31, 2024 (1) Effective Interest Rate at March 31, 2024 (1) Payment Type Maturity Date (2) Modified Term Loan (3) $ 36,035 $ 36,035 One-month Term SOFR + 0.10% + 2.50% (3) 7.93% Interest Only 05/09/2024 (3) 210 W. Chicago Mortgage Loan (4) — 3,582 (4) (4) (4) (4) Notes payable principal outstanding $ 36,035 $ 39,617 _____________________ (1) Contractual interest rate represents the interest rate in effect under the loan as of March 31, 2024. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2024 using interest rate indices as of March 31, 2024. (2) Represents the maturity date as of March 31, 2024. (3) The Modified Term Loan is secured by the Offices at Greenhouse as of March 31, 2024. The Modified Term Loan bears interest at the forward-looking term rate based on Secured Overnight Financing Rate (“SOFR”) with a tenor comparable to the one-month Term SOFR plus 10 basis points (collectively, the “Adjusted Term SOFR”) plus 250 basis points per annum. On a monthly basis, any excess cash flow (as defined in the modification agreement) from the Offices at Greenhouse is required to be deposited into an account which will serve as additional security for the Modified Term Loan. Subject to certain terms and conditions contained in the loan documents, cash currently held by the Company may only be used for the Company’s operating costs including but not limited to the Company’s general and administrative costs, liquidation costs, capital costs and any other reasonable costs and expenses required to maintain the Company as a going concern (collectively “REIT Operating Costs”), but for no other purpose. The Modified Term Loan is full recourse under the guaranty provided by KBSGI REIT Properties, LLC (“KBS GI REIT Properties”), the Company’s wholly owned subsidiary. Subsequent to March 31, 2024, the borrower under the Modified Term Loan entered into a discounted payoff agreement and a modification agreement with the lender and extended the maturity date of the Modified Term Loan to May 31, 2024. See Note 10, “Subsequent Events – Discounted Payoff Agreement for the Modified Term Loan” and Note 10, “Subsequent Events – Modified Term Loan.” (4) See below, “Recent Financing Transactions – Discounted Payoff Agreement for 210 W. Chicago Mortgage Loan.” As of March 31, 2024 and December 31, 2023, $0.2 million and $0.3 million of interest expense were payable, respectively. Recent Financing Transactions Discounted Payoff Agreement for 210 W. Chicago Mortgage Loan In connection with the purchase and sale agreement for sale of 210 W. Chicago, the Company, through the borrower under the 210 W. Chicago Mortgage Loan, entered into a discounted payoff agreement with the lender of the loan (the “210 W. Chicago Lender”), effective as of March 1, 2024 (the “210 W. Chicago Discounted Payoff Agreement”). Pursuant to the 210 W. Chicago Discounted Payoff Agreement, the borrower had the option to pay off the 210 W. Chicago Mortgage Loan in full at a discount by paying to the 210 W. Chicago Lender on or before March 29, 2024 an amount equal to the greater of (a) 100% of the net sales proceeds generated by the sale of 210 W. Chicago or (b) $2.3 million.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Pursuant to the Advisory Agreement, the Company is obligated to pay the Advisor specified fees upon the provision of certain services related to the management of the Company’s investments and for other services (including, but not limited to, the disposition of investments). The Company is also obligated to reimburse the Advisor for certain operating expenses incurred on behalf of the Company or incurred in connection with providing services to the Company. In addition, in connection with property acquisitions, the Company, through indirect wholly owned subsidiaries, has entered into separate Property Management Agreements (defined below) with KBS Management Group, LLC, an affiliate of the Advisor (the “Co-Manager”). The Company has also entered into a fee reimbursement agreement with KBS Capital Markets Group LLC (the “Dealer Manager”) pursuant to which the Company agreed to reimburse the Dealer Manager for certain fees and expenses it incurs for administering the Company’s participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of the Company’s investors serviced through the platform. The Advisor also serves or served as the advisor for KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”) (liquidated May 2023) and KBS Real Estate Investment Trust III, Inc. (“KBS REIT III”). The Dealer Manager also served as the dealer manager for KBS REIT II and KBS REIT III. As of January 1, 2023, the Company, together with KBS REIT III, the Dealer Manager, the Advisor and other KBS affiliated entities, had entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage were shared. The cost of these lower tiers is allocated by the Advisor and its insurance broker among each of the various entities covered by the program and is billed directly to each entity. In connection with the Company’s liquidation, the Company ceased participation in the program as of June 30, 2023 and obtained separate insurance coverage. During the three months ended March 31, 2024 and 2023, no other business transactions occurred between the Company and KBS REIT II and KBS REIT III. Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three months ended March 31, 2024 and 2023, and any related amounts receivable and payable as of March 31, 2024 and December 31, 2023 (in thousands). Incurred Payable as of Three Months Ended March 31, March 31, December 31, 2024 2023 2024 2023 Expensed Asset management fees (1) $ — $ — $ — $ — Reimbursement of operating expenses (2) 41 16 23 25 Property management fees (3) — — — — $ 41 $ 16 $ 23 $ 25 _____________________ (1) The asset management fee is a monthly fee payable to the Advisor in an amount equal to one-twelfth of 1.0% of the cost of the Company’s investments including the portion of the investment that is debt financed. For the period from October 2017 through September 2022, the Company had accrued and deferred payment of $8.9 million of asset management fees. In January 2023, the Advisor waived payment of its asset management fees from October 1, 2022 through the Company’s liquidation and waived $3.0 million of accrued asset management fees. In March 2024, the Advisor waived the remaining $5.9 million of deferred asset management fees and as a result, no asset management fees were owed to the Advisor as of March 31, 2024. (2) See “Reimbursable Operating Expenses” below. (3) See “Real Estate Property Co-Management Agreements” below. The Co-Manager has waived payment of its property management fees effective October 1, 2022 through the Company’s liquidation. Reimbursable Operating Expenses Reimbursable operating expenses primarily related to directors and officers liability insurance, legal fees, state and local taxes, accounting software and cybersecurity related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $28,000 and $16,000 for the three months ended March 31, 2024 and 2023, respectively, and were the only type of employee costs reimbursed under the Advisory Agreement for the periods. The Company does not reimburse for employee costs in connection with services for which the Advisor earned or earns acquisition, origination or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company. The Advisor must reimburse the Company the amount by which the Company’s aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of the Company’s average invested assets or 25% of the Company’s net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expenses for the four fiscal quarters ended March 31, 2024 did not exceed the charter-imposed limitation. Real Estate Property Co-Management Agreements In connection with its property acquisitions, the Company, through separate, indirect, wholly-owned subsidiaries, entered into separate property management agreements (each, a “Property Management Agreement”) with the Co-Manager for each of its properties. Under each Property Management Agreement, the Co-Manager will provide certain management services related to these properties in addition to those provided by the third-party property managers. In exchange for these services, the Company pays the Co-Manager a monthly fee equal to a percentage of the rent, payable and actually collected for the month from each of the properties. Each Property Management Agreement has an initial term of one year and will be deemed renewed for successive one-year periods provided it is not terminated. Each party may terminate the Property Management Agreement without cause on 30 days’ written notice to the other party and may terminate each Property Management Agreement for cause on 5 days’ written notice to the other party upon the occurrence of certain events as detailed in each Property Management Agreement. The Co-Manager has waived payment of its property management fees effective October 1, 2022 through the Company’s liquidation. Property Name Effective Date Annual Fee Percentage The Offices at Greenhouse 11/14/2016 0.25%

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Economic Dependency The Company depends on the Advisor for certain services that are essential to the Company, including the implementation of the Plan of Liquidation, management of the daily operations of the Company’s investment portfolio, disposition of investments and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services, the Company will be required to obtain such services from other sources. Legal Matters From time to time, the Company may become party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote. Environmental

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the consolidated financial statements are issued. Purchase and Sale Agreement for Sale of The Offices at Greenhouse On November 14, 2016, the Company, through an indirect wholly owned subsidiary (the “Owner”), acquired a five-story Class A office building containing 203,284 rentable square feet located on approximately 4.6 acres of land in Houston Texas (“The Offices at Greenhouse”). The Owner entered into a purchase and sale agreement and escrow instructions (the “Sale Agreement”) for the sale of The Offices at Greenhouse to Red River Asset Management, LLC (the “Purchaser”) which became binding on the Company upon execution of the Discounted Payoff Agreement (as described below). The Purchaser is unaffiliated with the Company or the Advisor. Pursuant to the Sale Agreement, the sale price for The Offices at Greenhouse is $18.3 million, subject to prorations and closing credits as provided in the Sale Agreement. The closing is expected to occur no later than May 17, 2024. There can be no assurance that the Company will complete the sale of The Offices at Greenhouse. The Purchaser would be obligated to purchase The Offices at Greenhouse only after satisfaction of agreed upon closing conditions. In some circumstances, if the Purchaser fails to complete the acquisition, it may forfeit up to $0.8 million. Discounted Payoff Agreement for the Modified Term Loan In connection with the execution of the Sale Agreement, the Owner, as borrower under the Modified Term Loan, which is secured by The Offices at Greenhouse, entered into a discounted payoff agreement with JP Morgan Chase Bank, N.A. (the “Lender”), effective as of April 11, 2024 (the “Discounted Payoff Agreement”). Pursuant to the Discounted Payoff Agreement, the Owner has the option to pay off the Modified Term Loan in full and complete satisfaction of all obligations of the Owner and KBS GI REIT Properties, the guarantor under the Modified Term Loan, at a discount by paying to the Lender an amount equal to the net sales proceeds generated by the sale of The Offices at Greenhouse, plus any cash and deposit amounts currently held by the Owner and KBS GI REIT Properties pursuant to certain terms and conditions as described in the Discounted Payoff Agreement. Modified Term Loan

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), including Subtopic 205-30, “Liquidation Basis of Accounting,” as indicated, and the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods.
Use of Estimates	The preparation of the unaudited consolidated financial statements and condensed notes thereto in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and condensed notes. Actual results could materially differ from those estimates.

LIABILITIES FOR ESTIMATED COS_2

LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION (Tables)	3 Months Ended
	Mar. 31, 2024
Liability during Liquidation [Abstract]
Schedule of Changes in Liquidation for Estimated Costs in Excess of Estimated Receipts	The change in the liabilities for estimated costs in excess of estimated receipts during liquidation as of March 31, 2024 is as follows (in thousands): December 31, 2023 Cash Payments Remeasurement of March 31, 2024 Assets: Estimated net inflows (outflows) from investments in real estate $ 95 $ (276) $ 52 $ (129) 95 (276) 52 (129) Liabilities: Liquidation transaction costs (300) — 40 (260) Corporate expenditures (490) 241 (6) (255) Capital expenditures (271) 13 258 — (1,061) 254 292 (515) Total liabilities for estimated costs in excess of estimated receipts during liquidation $ (966) $ (22) $ 344 $ (644)

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Notes Payable	As of March 31, 2024 and December 31, 2023, the Company’s notes payable consisted of the following (dollars in thousands): Book Value as of March 31, 2024 Book Value as of December 31, 2023 Contractual Interest Rate as of March 31, 2024 (1) Effective Interest Rate at March 31, 2024 (1) Payment Type Maturity Date (2) Modified Term Loan (3) $ 36,035 $ 36,035 One-month Term SOFR + 0.10% + 2.50% (3) 7.93% Interest Only 05/09/2024 (3) 210 W. Chicago Mortgage Loan (4) — 3,582 (4) (4) (4) (4) Notes payable principal outstanding $ 36,035 $ 39,617 _____________________ (1) Contractual interest rate represents the interest rate in effect under the loan as of March 31, 2024. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2024 using interest rate indices as of March 31, 2024. (2) Represents the maturity date as of March 31, 2024. (3) The Modified Term Loan is secured by the Offices at Greenhouse as of March 31, 2024. The Modified Term Loan bears interest at the forward-looking term rate based on Secured Overnight Financing Rate (“SOFR”) with a tenor comparable to the one-month Term SOFR plus 10 basis points (collectively, the “Adjusted Term SOFR”) plus 250 basis points per annum. On a monthly basis, any excess cash flow (as defined in the modification agreement) from the Offices at Greenhouse is required to be deposited into an account which will serve as additional security for the Modified Term Loan. Subject to certain terms and conditions contained in the loan documents, cash currently held by the Company may only be used for the Company’s operating costs including but not limited to the Company’s general and administrative costs, liquidation costs, capital costs and any other reasonable costs and expenses required to maintain the Company as a going concern (collectively “REIT Operating Costs”), but for no other purpose. The Modified Term Loan is full recourse under the guaranty provided by KBSGI REIT Properties, LLC (“KBS GI REIT Properties”), the Company’s wholly owned subsidiary. Subsequent to March 31, 2024, the borrower under the Modified Term Loan entered into a discounted payoff agreement and a modification agreement with the lender and extended the maturity date of the Modified Term Loan to May 31, 2024. See Note 10, “Subsequent Events – Discounted Payoff Agreement for the Modified Term Loan” and Note 10, “Subsequent Events – Modified Term Loan.” (4)

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Schedule of Related Party Costs	Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three months ended March 31, 2024 and 2023, and any related amounts receivable and payable as of March 31, 2024 and December 31, 2023 (in thousands). Incurred Payable as of Three Months Ended March 31, March 31, December 31, 2024 2023 2024 2023 Expensed Asset management fees (1) $ — $ — $ — $ — Reimbursement of operating expenses (2) 41 16 23 25 Property management fees (3) — — — — $ 41 $ 16 $ 23 $ 25 _____________________ (1) The asset management fee is a monthly fee payable to the Advisor in an amount equal to one-twelfth of 1.0% of the cost of the Company’s investments including the portion of the investment that is debt financed. For the period from October 2017 through September 2022, the Company had accrued and deferred payment of $8.9 million of asset management fees. In January 2023, the Advisor waived payment of its asset management fees from October 1, 2022 through the Company’s liquidation and waived $3.0 million of accrued asset management fees. In March 2024, the Advisor waived the remaining $5.9 million of deferred asset management fees and as a result, no asset management fees were owed to the Advisor as of March 31, 2024. (2) See “Reimbursable Operating Expenses” below. (3)
Schedule of Annual Fee Percentage	Property Name Effective Date Annual Fee Percentage The Offices at Greenhouse 11/14/2016 0.25%

ORGANIZATION (Details)

ORGANIZATION (Details)		3 Months Ended
	Feb. 02, 2023	Mar. 31, 2024 property shares	Jan. 27, 2015 $ / shares shares
Organizational Structure [Line Items]
Plan of liquidation, term	60 days
Class A
Organizational Structure [Line Items]
Common stock, shares outstanding (in shares)		9,838,569
Class T Common Stock
Organizational Structure [Line Items]
Common stock, shares outstanding (in shares)		307,606
Office Building
Organizational Structure [Line Items]
Number of real estate properties | property		1
KBS Capital Advisors LLC
Organizational Structure [Line Items]
Common stock, shares issued (in shares)			20,000
Purchase price per share (in usd per share) | $ / shares			$ 10
Operating Partnership
Organizational Structure [Line Items]
Managing member or general partner, ownership interest		0.10%
Members or limited partners, ownership interest		99.90%

PLAN OF LIQUIDATION (Details)

PLAN OF LIQUIDATION (Details)	May 09, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net proceeds from liquidation to its stockholders	24 months

LIABILITIES FOR ESTIMATED COS_3

LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION - Schedule of Changes in Liquidation for Estimated Costs in Excess of Estimated Receipts (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	$ (966)
Cash Payments (Receipts)	(22)
Remeasurement of Assets and Liabilities	344
Ending balance	(644)
Assets:
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	95
Cash Payments (Receipts)	(276)
Remeasurement of Assets and Liabilities	52
Ending balance	(129)
Estimated net inflows (outflows) from investments in real estate
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	95
Cash Payments (Receipts)	(276)
Remeasurement of Assets and Liabilities	52
Ending balance	(129)
Liabilities:
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	(1,061)
Cash Payments (Receipts)	254
Remeasurement of Assets and Liabilities	292
Ending balance	(515)
Liquidation transaction costs
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	(300)
Cash Payments (Receipts)	0
Remeasurement of Assets and Liabilities	40
Ending balance	(260)
Corporate expenditures
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	(490)
Cash Payments (Receipts)	241
Remeasurement of Assets and Liabilities	(6)
Ending balance	(255)
Capital expenditures
Movement in Liquidation Accrual [Roll Forward]
Beginning balance	(271)
Cash Payments (Receipts)	13
Remeasurement of Assets and Liabilities	258
Ending balance	$ 0

NET ASSETS IN LIQUIDATION (Deta

NET ASSETS IN LIQUIDATION (Details)	Mar. 31, 2024 $ / shares
Assets in Liquidation [Abstract]
Common stock, additional estimated liquidation distribution (usd per share)	$ 0.10

REAL ESTATE (Details)

REAL ESTATE (Details) $ in Millions	Mar. 31, 2024 USD ($) ft² property	Mar. 27, 2024 USD ($)	Nov. 14, 2016 ft²
Real Estate Properties [Line Items]
Real estate liquidation value	$ 34
Disposed of by Sale | 210 W. Chicago
Real Estate Properties [Line Items]
Sales price		$ 2.7
Office Building
Real Estate Properties [Line Items]
Number of real estate properties | property	1
Rentable square feet | ft²	203,284		203,284
Percentage of real estate occupied	92.90%

NOTES PAYABLE - Schedule of Not

NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Notes payable principal outstanding	$ 36,035	$ 39,617
Modified Term Loan | Secured Debt
Debt Instrument [Line Items]
Notes payable principal outstanding	$ 36,035	36,035
Effective interest rate	7.93%
Modified Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Modified Term Loan | Secured Debt | Adjusted Term SOFR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.10%
210 W. Chicago Mortgage Loan | Mortgages
Debt Instrument [Line Items]
Notes payable principal outstanding	$ 0	$ 3,582

NOTES PAYABLE - Additional Info

NOTES PAYABLE - Additional Information (Details) - USD ($) $ in Millions	Mar. 27, 2024	Mar. 01, 2024	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Interest payable, current			$ 0.2	$ 0.3
210 W. Chicago Mortgage Loan | Mortgages
Debt Instrument [Line Items]
Debt instrument, discounted payoff agreement, net sales proceeds, percent		100%
Debt instrument, discounted payoff agreement, extinguishment amount		$ 2.3
Extinguishment of debt, amount	$ 2.3

RELATED PARTY TRANSACTIONS - Sc

RELATED PARTY TRANSACTIONS - Schedule of Related Party Costs (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Mar. 31, 2024	Jan. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Payable as of	$ 23		$ 23		$ 25
Advisor and Dealer Manager
Related Party Transaction [Line Items]
Incurred			41	$ 16
Advisor and Dealer Manager | Related Party
Related Party Transaction [Line Items]
Payable as of	23		23		25
Advisor and Dealer Manager | Asset management fees
Related Party Transaction [Line Items]
Incurred			$ 0	0
Monthly management fee, percent of cost and real estate property investment, including any debt financing on property			0.083%
Advisor and Dealer Manager | Asset management fees | Related Party
Related Party Transaction [Line Items]
Payable as of	0		$ 0		0
Advisor and Dealer Manager | Reimbursement of operating expenses
Related Party Transaction [Line Items]
Incurred			41	16
Advisor and Dealer Manager | Reimbursement of operating expenses | Related Party
Related Party Transaction [Line Items]
Payable as of	23		23		25
Advisor and Dealer Manager | Property management fees
Related Party Transaction [Line Items]
Incurred			0	$ 0
Advisor and Dealer Manager | Property management fees | Related Party
Related Party Transaction [Line Items]
Payable as of	0		$ 0		$ 0
Advisor and Dealer Manager | Asset management fees, accrued and deferred from October 2017 to September 2022 | Related Party
Related Party Transaction [Line Items]
Payable as of						$ 8,900
Advisor and Dealer Manager | Waived accrued asset management fees
Related Party Transaction [Line Items]
Incurred	$ 5,900	$ 3,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Advisor and Dealer Manager
Related Party Transaction [Line Items]
Related party transaction amount	$ 41	$ 16
Limit of total operating expenses as a percent of average invested assets (percent)	2%
Limit of total operating expenses as a percent of net income (percent)	25%
Advisor and Dealer Manager | Employee Costs Reimbursed Under the Advisory Agreement
Related Party Transaction [Line Items]
Related party transaction amount	$ 28	$ 16
KBS Management Group, LLC
Related Party Transaction [Line Items]
Initial term of management agreements	1 year
Successive periods, renewal	1 year
Period of termination notice	30 days
Period of termination notice with cause	5 days

RELATED PARTY TRANSACTIONS - _2

RELATED PARTY TRANSACTIONS - Schedule of Annual Fee Percentage (Details)	3 Months Ended
	Mar. 31, 2024
KBS Management Group, LLC | Related Party | The Offices at Greenhouse
Related Party Transaction [Line Items]
Annual fee percentage	0.25%

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Millions	Apr. 11, 2024 USD ($)	Mar. 31, 2024 ft²	Nov. 14, 2016 ft² a story
Subsequent Event | Modified Term Loan | Secured Debt
Subsequent Event [Line Items]
Amount outstanding	$ 36
Disposal Group, Not Discontinued Operations | Subsequent Event | The Offices at Greenhouse
Subsequent Event [Line Items]
Sales price	18.3
Failed acquisition, maximum forfeited amount	$ 0.8
Office Building
Subsequent Event [Line Items]
Number of stories | story			5
Rentable square feet | ft²		203,284	203,284
Area of land | a			4.6