Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | CIM Commercial Trust Corp | |
Entity Central Index Key | 908,311 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 43,795,073 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Investments in real estate, net | $ 1,085,165 | $ 957,725 |
Cash and cash equivalents | 39,883 | 129,310 |
Restricted cash | 30,311 | 27,008 |
Loans receivable, net | 70,691 | 81,056 |
Accounts receivable, net | 10,689 | 13,627 |
Deferred rent receivable and charges, net | 86,001 | 84,748 |
Other intangible assets, net | 12,569 | 6,381 |
Other assets | 22,675 | 36,533 |
TOTAL ASSETS | 1,357,984 | 1,336,388 |
LIABILITIES: | ||
Debt, net | 641,257 | 630,852 |
Accounts payable and accrued expenses | 28,715 | 26,394 |
Intangible liabilities, net | 4,349 | 1,070 |
Due to related parties | 9,640 | 8,814 |
Other liabilities | 14,610 | 14,629 |
Total liabilities | 698,571 | 681,759 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 1,533,088 and 1,531,408 shares issued and outstanding, respectively, at March 31, 2018 and 1,225,734 and 1,224,712 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment | 34,928 | 27,924 |
EQUITY: | ||
Common stock, $0.001 par value; 900,000,000 shares authorized; 43,784,939 shares issued and outstanding at March 31, 2018 and December 31, 2017 | 44 | 44 |
Additional paid-in capital | 792,512 | 792,631 |
Accumulated other comprehensive income | 2,814 | 1,631 |
Distributions in excess of earnings | (404,598) | (399,250) |
Total stockholders' equity | 623,591 | 625,815 |
Noncontrolling interests | 894 | 890 |
Total equity | 624,485 | 626,705 |
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY | 1,357,984 | 1,336,388 |
Series A Cumulative Preferred Stock | ||
EQUITY: | ||
Preferred Stock, Value, Outstanding | 3,568 | 1,508 |
Series L Preferred Stock | ||
EQUITY: | ||
Preferred Stock, Value, Outstanding | $ 229,251 | $ 229,251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 43,784,939 | 43,784,939 |
Common stock, shares outstanding (in shares) | 43,784,939 | 43,784,939 |
Series A Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 36,000,000 | 36,000,000 |
Preferred stock, shares issued (in shares) | 1,533,088 | 1,225,734 |
Preferred stock, shares outstanding (in shares) | 1,531,408 | 1,224,712 |
Preferred stock, liquidation preference per share (in usd per share) | $ 25 | $ 25 |
Series A Cumulative Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 36,000,000 | 36,000,000 |
Preferred stock, shares issued (in shares) | 144,698 | 61,435 |
Preferred stock, shares outstanding (in shares) | 143,433 | 60,592 |
Preferred stock, liquidation preference per share (in usd per share) | $ 25 | $ 25 |
Series L Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 9,000,000 | 9,000,000 |
Preferred stock, shares issued (in shares) | 8,080,740 | 8,080,740 |
Preferred stock, shares outstanding (in shares) | 8,080,740 | 8,080,740 |
Preferred stock, liquidation preference per share (in usd per share) | $ 28.37 | $ 28.37 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
REVENUES: | ||
Rental and other property income | $ 33,797 | $ 51,059 |
Hotel income | 9,689 | 9,750 |
Expense reimbursements | 1,609 | 3,030 |
Interest and other income | 3,303 | 3,110 |
REVENUES | 48,398 | 66,949 |
EXPENSES: | ||
Rental and other property operating | 18,020 | 22,960 |
Asset management and other fees to related parties | 6,211 | 8,700 |
Interest | 6,633 | 9,773 |
General and administrative | 3,376 | 1,679 |
Transaction costs | 0 | 13 |
Depreciation and amortization | 13,148 | 17,231 |
EXPENSES | 47,388 | 60,356 |
Gain on sale of real estate (Note 3) | 0 | 187,734 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 1,010 | 194,327 |
Provision for income taxes | 388 | 392 |
NET INCOME | 622 | 193,935 |
Net income attributable to noncontrolling interests | (4) | (5) |
NET INCOME ATTRIBUTABLE TO THE COMPANY | 618 | 193,930 |
Redeemable preferred stock dividends accumulated (Note 10) | (3,152) | 0 |
Redeemable preferred stock dividends declared (Note 10) | (493) | (31) |
Redeemable preferred stock redemptions (Note 10) | 1 | 0 |
NET (LOSS) INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ (3,026) | $ 193,899 |
NET (LOSS) INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE: | ||
Basic (in usd per share) | $ (0.07) | $ 2.31 |
Diluted (in usd per share) | $ (0.07) | $ 2.31 |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: | ||
Basic (in shares) | 43,785 | 84,048 |
Diluted (in shares) | 43,785 | 84,048 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME | $ 622 | $ 193,935 |
Other comprehensive income: cash flow hedges | 1,183 | 1,552 |
COMPREHENSIVE INCOME | 1,805 | 195,487 |
Comprehensive income attributable to noncontrolling interests | (4) | (5) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY | $ 1,801 | $ 195,482 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Earnings | Non-controlling Interests | Series A Preferred StockPreferred Stock | Series L Preferred StockPreferred Stock |
Beginning balance (in shares) at Dec. 31, 2016 | 84,048,081 | |||||||
Beginning balance at Dec. 31, 2016 | $ 966,589 | $ 84 | $ 1,566,073 | $ (509) | $ (599,971) | $ 912 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense (in shares) | 0 | |||||||
Stock-based compensation expense | 49 | 49 | ||||||
Common dividends | (18,386) | (18,386) | ||||||
Issuance of Series A Preferred Warrants | 4 | 4 | ||||||
Dividends to holders of Series A Preferred Stock | (31) | (31) | ||||||
Reclassification of Series A Preferred Stock to permanent equity | 0 | |||||||
Other comprehensive income | 1,552 | 1,552 | ||||||
Net income | 193,935 | 193,930 | 5 | |||||
Ending balance (in shares) at Mar. 31, 2017 | 84,048,081 | |||||||
Ending balance at Mar. 31, 2017 | 1,143,712 | $ 84 | 1,566,126 | 1,043 | (424,458) | 917 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 43,784,939 | 60,592 | 8,080,740 | |||||
Beginning balance at Dec. 31, 2017 | 626,705 | $ 44 | 792,631 | 1,631 | (399,250) | 890 | $ 1,508 | $ 229,251 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Stock-based compensation expense (in shares) | 0 | |||||||
Stock-based compensation expense | 38 | 38 | ||||||
Common dividends | (5,473) | (5,473) | ||||||
Issuance of Series A Preferred Warrants | 17 | 17 | ||||||
Dividends to holders of Series A Preferred Stock | (493) | (493) | ||||||
Reclassification of Series A Preferred Stock to permanent equity (in shares) | 82,841 | |||||||
Reclassification of Series A Preferred Stock to permanent equity | 1,885 | (175) | $ 2,060 | |||||
Redemption of Series A Preferred Stock | 1 | 1 | ||||||
Other comprehensive income | 1,183 | 1,183 | ||||||
Net income | 622 | 618 | 4 | |||||
Ending balance (in shares) at Mar. 31, 2018 | 43,784,939 | 143,433 | 8,080,740 | |||||
Ending balance at Mar. 31, 2018 | $ 624,485 | $ 44 | $ 792,512 | $ 2,814 | $ (404,598) | $ 894 | $ 3,568 | $ 229,251 |
Consolidated Statements of Equ7
Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Common dividends (in usd per share) | $ 0.125 | $ 0.21875 |
Dividends to holders of Series A Preferred Stock (in usd per share) | $ 0.34375 | $ 0.34375 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 21 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net income | $ 622 | $ 193,935 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Deferred rent and amortization of intangible assets, liabilities and lease inducements | (1,388) | (2,379) | ||||
Depreciation and amortization | 13,148 | 17,231 | ||||
Transfer of right to collect supplemental real estate tax reimbursements | 0 | (5,097) | ||||
Gain on sale of real estate | 0 | (187,734) | ||||
Straight-line rent, below-market ground lease and amortization of intangible assets | (11) | 441 | ||||
Amortization of deferred loan costs | 176 | 308 | ||||
Amortization of premiums and discounts on debt | (34) | (160) | ||||
Unrealized premium adjustment | 891 | 395 | ||||
Amortization and accretion on loans receivable, net | (99) | 67 | ||||
Bad debt expense | 109 | 65 | ||||
Deferred income taxes | 58 | 183 | ||||
Stock-based compensation | 38 | 49 | ||||
Loans funded, held for sale to secondary market | (8,731) | (6,303) | ||||
Proceeds from sale of guaranteed loans | 17,113 | 9,336 | ||||
Principal collected on loans subject to secured borrowings | 510 | 1,554 | ||||
Other operating activity | (193) | (106) | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable and interest receivable | 2,834 | 261 | ||||
Other assets | (5,115) | (3,510) | ||||
Accounts payable and accrued expenses | (1,998) | (4,986) | ||||
Deferred leasing costs | (1,040) | (910) | ||||
Other liabilities | (8) | 1,022 | ||||
Due to related parties | 826 | (99) | ||||
Net cash provided by operating activities | 17,708 | 13,563 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Additions to investments in real estate | (4,119) | (3,305) | ||||
Acquisition of real estate | (112,048) | 0 | ||||
Proceeds from sale of real estate, net | 0 | 289,939 | ||||
Loans funded | (2,910) | (2,101) | ||||
Principal collected on loans | 3,679 | 2,153 | ||||
Other investing activity | 49 | 56 | ||||
Net cash (used in) provided by investing activities | (115,349) | 286,742 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Payment of mortgages payable | (510) | (26,477) | ||||
Proceeds from revolving credit facility | 10,000 | 0 | ||||
Payment of principal on secured borrowings | 0 | (1,554) | ||||
Proceeds from secured borrowings | 773 | 0 | ||||
Payment of deferred preferred stock offering costs | (404) | (261) | ||||
Payment of deferred loan costs | 0 | (4) | ||||
Payment of common dividends | (5,473) | (18,386) | ||||
Payment of special cash dividends | (1,575) | 0 | ||||
Payment of borrowing costs | 0 | (6) | ||||
Net proceeds from issuance of Series A Preferred Warrants | 17 | 4 | $ 148 | |||
Net proceeds from issuance of Series A Preferred Stock | 8,975 | 1,900 | ||||
Payment of preferred stock dividends | (249) | (9) | ||||
Redemption of Series A Preferred Stock | (37) | 0 | ||||
Net cash provided by (used in) financing activities | 11,517 | (44,793) | ||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (86,124) | 255,512 | ||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: | ||||||
Beginning of period | 156,318 | 176,609 | ||||
End of period | 70,194 | 432,121 | 70,194 | |||
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | ||||||
Cash and cash equivalents | $ 39,883 | $ 129,310 | $ 404,346 | |||
Restricted cash | 30,311 | 27,008 | 27,775 | |||
Total cash and cash equivalents and restricted cash | 156,318 | 176,609 | $ 70,194 | 70,194 | $ 156,318 | 432,121 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
Cash paid during the period for interest | 6,603 | 9,718 | ||||
Federal income taxes paid | 0 | 0 | ||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Additions to investments in real estate included in accounts payable and accrued expenses | 14,096 | 8,203 | ||||
Net increase in fair value of derivatives applied to other comprehensive income | 1,183 | 1,552 | ||||
Additions to deferred costs included in accounts payable and accrued expenses | 837 | 342 | ||||
Accrual of dividends payable to preferred stockholders | $ 493 | $ 31 | ||||
Preferred stock offering costs offset against redeemable preferred stock in temporary equity | 61 | 5 | ||||
Reclassification of Series A Preferred Stock from temporary equity to permanent equity | $ 1,885 | $ 0 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS CIM Commercial Trust Corporation ("CIM Commercial" or the "Company"), a Maryland corporation and real estate investment trust ("REIT"), or together with its wholly-owned subsidiaries ("we," "us" or "our") primarily acquires, owns, and operates Class A and creative office assets in vibrant and improving urban communities throughout the United States. These communities are located in areas that include traditional downtown areas and suburban main streets, which have high barriers to entry, high population density, improving demographic trends and a propensity for growth. We were originally organized in 1993 as PMC Commercial Trust ("PMC Commercial"), a Texas real estate investment trust. On July 8, 2013 , PMC Commercial entered into a merger agreement (the "Merger Agreement") with CIM Urban REIT, LLC ("CIM REIT"), an affiliate of CIM Group, L.P. ("CIM Group" or "CIM"), and subsidiaries of the respective parties. CIM REIT was a private commercial REIT and was the owner of CIM Urban Partners, L.P. ("CIM Urban"). The transaction (the "Merger") was completed on March 11, 2014 (the "Acquisition Date"). As a result of the Merger and related transactions, CIM Urban became our wholly-owned subsidiary. Our common stock, $0.001 par value per share ("Common Stock"), is currently traded on the Nasdaq Global Market ("Nasdaq") and on the Tel Aviv Stock Exchange (the "TASE"), in each case under the ticker symbol "CMCT." Our Series L Preferred Stock (as defined in Note 10), $0.001 par value per share, is currently traded on Nasdaq and on the TASE, in each case under the ticker symbol "CMCTP." We have authorized for issuance 900,000,000 shares of common stock and 100,000,000 shares of preferred stock ("Preferred Stock"). CIM Commercial has qualified and intends to continue to qualify as a REIT, as defined in the Internal Revenue Code of 1986, as amended. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For more information regarding our significant accounting policies and estimates, please refer to "Basis of Presentation and Summary of Significant Accounting Policies" contained in Note 2 to our consolidated financial statements for the year ended December 31, 2017 , included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2018 . Interim Financial Information —The accompanying interim consolidated financial statements of CIM Commercial have been prepared by our management in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . Our accompanying interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC on March 12, 2018 . Principles of Consolidation —The consolidated financial statements include the accounts of CIM Commercial and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Investments in Real Estate —Real estate acquisitions are recorded at cost as of the acquisition date. Costs related to the acquisition of properties are expensed as incurred for acquisitions that occurred prior to October 1, 2017. For acquisitions occurring on or after October 1, 2017, we will conduct an analysis to determine if the acquisition constitutes a business combination or an asset purchase. If the acquisition constitutes a business combination, then the transaction costs will be expensed as incurred, and if the acquisition constitutes an asset purchase, then the transaction costs will be capitalized. Investments in real estate are stated at depreciated cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows: Buildings and improvements 15 - 40 years Furniture, fixtures, and equipment 3 - 5 years Tenant improvements Shorter of the useful lives or the Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Ordinary repairs and maintenance are expensed as incurred. Investments in real estate are evaluated for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The estimated fair value of the asset group identified for step two of the impairment testing under GAAP is based on either the income approach with market discount rate, terminal capitalization rate and rental rate assumptions being most critical, or on the sales comparison approach to similar properties. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. We recognized no impairment of long-lived assets during each of the three months ended March 31, 2018 and 2017 . Derivative Financial Instruments —As part of our risk management and operational strategies, from time to time, we may enter into derivative contracts with various counterparties. All derivatives are recognized on the balance sheet at their estimated fair value. On the date that we enter into a derivative contract, we designate the derivative as a fair value hedge, a cash flow hedge, a foreign currency fair value or cash flow hedge, a hedge of a net investment in a foreign operation, or a trading or non-hedging instrument. Changes in the estimated fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are initially recorded in other comprehensive income ("OCI"), and are subsequently reclassified into earnings as a component of interest expense when the variability of cash flows of the hedged transaction affects earnings (e.g., when periodic settlements of a variable-rate asset or liability are recorded in earnings). Any hedge ineffectiveness (which represents the amount by which the changes in the estimated fair value of the derivative differ from the variability in the cash flows of the forecasted transaction) is recognized in current-period earnings as a component of interest expense. When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in estimated fair value of the hedge previously deferred to accumulated other comprehensive income ("AOCI"), along with any changes in estimated fair value occurring thereafter, through earnings. We classify cash flows from interest rate swap agreements as net cash provided from operating activities on the consolidated statements of cash flows as our accounting policy is to present the cash flows from the hedging instruments in the same category in the consolidated statements of cash flows as the category for the cash flows from the hedged items. See Note 12 for disclosures about our derivative financial instruments and hedging activities. Revenue Recognition —We use a five-step model to recognize revenue for contracts with customers. The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation. Revenue from leasing activities All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is recorded as deferred rent. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is considered the owner of the improvements, any tenant improvement allowance that is funded is treated as an incentive. Lease incentives paid to tenants are included in other assets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease. Reimbursements from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes, insurance, and other recoverable costs, are recognized as revenue in the period the expenses are incurred. Tenant reimbursements are recognized and presented on a gross basis when we are primarily responsible for fulfilling the promise to provide the specified good or service and control that specified good or service before it is transferred to the tenant. In addition to minimum rents, certain leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums. Percentage rent is recognized once lessees’ specified sales targets have been met. We derive parking revenues from leases with third-party operators. Our parking leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums. Parking percentage rent is recognized once lessees’ specific sales targets have been met. Revenue from lending activities Interest income included in interest and other income is comprised of interest earned on loans and our short-term investments and the accretion of net loan origination fees and discounts. Interest income on loans is accrued as earned with the accrual of interest suspended when the related loan becomes a Non-Accrual Loan (as defined below). Revenue from hotel activities Hotel revenue is recognized upon establishment of a contract with a customer. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. Various performance obligations of hotel revenues can be categorized as follows: • cancellable and noncancelable room revenues from reservations and • ancillary services including facility usage and food or beverage. Cancellable reservations represent a single performance obligation of providing lodging services at the hotel. The Company satisfies its performance obligation and recognizes revenues associated with these reservations over time as services are rendered to the customer. The Company satisfies its performance obligation and recognizes revenues associated with noncancelable reservations at the earlier of (i) the date on which the customer cancels the reservation or (ii) over time as services are rendered to the customer. Ancillary services include facilities usage and providing food and beverage. The Company satisfies its performance obligation and recognizes revenues associated with these services at a point in time as the good or service is delivered to the customer. At inception of these contracts with customers for hotel revenues, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate. Amounts recognized for hotel revenues were $9,689,000 and $9,750,000 for the three months ended March 31, 2018 and March 31, 2017, respectively. Below is a reconciliation of the hotel revenue from contracts with customers to the total hotel segment revenue disclosed in Note 18: Three Months Ended March 31, 2018 2017 (in thousands) Hotel properties Hotel income $ 9,689 $ 9,750 Rental and other property income 763 752 Interest and other income 39 16 Hotel revenues $ 10,491 $ 10,518 Tenant recoveries outside of the lease agreements Tenant recoveries outside of the lease agreements are related to construction projects in which our tenants have agreed to fully reimburse us for all costs related to construction. At inception of the contract with the customer, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate. While these individual services are distinct, in the context of the arrangement with the customer, all of these services are bundled together and represent a single package of construction services requested by the customer. The Company satisfies its performance obligation and recognizes revenues associated with these services over time as the construction is completed. Amounts recognized for tenant recoveries outside of the lease agreements were $3,000 and $4,000 for the three months ended March 31, 2018 and March 31, 2017, respectively, and are included in expense reimbursements on the consolidated statements of operations. As of March 31, 2018, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements. Loans Receivable —Our loans receivable are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, retained loan discounts and loan loss reserves. For loans originated under the Small Business Administration's ("SBA") 7(a) Guaranteed Loan Program ("SBA 7(a) Program"), we sell the portion of the loan that is guaranteed by the SBA. Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by us is valued on a fair value basis and a discount is recorded as a reduction in basis of the retained portion of the loan. At the Acquisition Date, the carrying value of our loans was adjusted to estimated fair market value and acquisition discounts of $33,907,000 were recorded, which are being accreted to interest and other income using the effective interest method. We sold substantially all of our commercial mortgage loans with unamortized acquisition discounts of $15,951,000 to an unrelated third party in December 2015. Acquisition discounts of $1,206,000 remained as of March 31, 2018 , which have not yet been accreted to income. A loan receivable is generally classified as non-accrual (a "Non-Accrual Loan") if (i) it is past due as to payment of principal or interest for a period of 60 days or more, (ii) any portion of the loan is classified as doubtful or is charged-off or (iii) the repayment in full of the principal and/or interest is in doubt. Generally, loans are charged-off when management determines that we will be unable to collect any remaining amounts due under the loan agreement, either through liquidation of collateral or other means. Interest income, included in interest and other income, on a Non-Accrual Loan is recognized on either the cash basis or the cost recovery basis. On a quarterly basis, and more frequently if indicators exist, we evaluate the collectability of our loans receivable. Our evaluation of collectability involves judgment, estimates, and a review of the ability of the borrower to make principal and interest payments, the underlying collateral and the borrowers' business models and future operations in accordance with Accounting Standards Codification ("ASC") 450-20, Contingencies—Loss Contingencies , and ASC 310-10, Receivables . For the three months ended March 31, 2018 and 2017 , we recorded a net impairment of $0 and $12,000 on our loans receivable, respectively. We establish a general loan loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the general loan loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral. The general loan loss reserve includes those loans, which may have negative characteristics which have not yet become known to us. In addition to the reserves established on loans not considered impaired that have been evaluated under a specific evaluation, we establish the general loan loss reserve using a consistent methodology to determine a loss percentage to be applied to loan balances. These loss percentages are based on many factors, primarily cumulative and recent loss history and general economic conditions. Deferred Rent Receivable and Charges —Deferred rent receivable and charges consist of deferred rent, deferred leasing costs, deferred offering costs (Note 10) and other deferred costs. Deferred rent receivable is $53,597,000 and $52,619,000 at March 31, 2018 and December 31, 2017 , respectively. Deferred leasing costs, which represent lease commissions and other direct costs associated with the acquisition of tenants, are capitalized and amortized on a straight-line basis over the terms of the related leases. Deferred leasing costs of $49,253,000 and $52,414,000 are presented net of accumulated amortization of $21,163,000 and $23,807,000 at March 31, 2018 and December 31, 2017 , respectively. Deferred offering costs represent direct costs incurred in connection with our offering of Series A Preferred Units (as defined in Note 10), excluding costs specifically identifiable to a closing, such as commissions, dealer-manager fees, and other registration fees. For a specific issuance of Series A Preferred Units, associated offering costs are reclassified as a reduction of proceeds raised on the issuance date. Offering costs incurred but not directly related to a specifically identifiable closing are deferred. Deferred offering costs are first allocated to each issuance on a pro-rata basis equal to the ratio of Series A Preferred Units issued in an issuance to the maximum number of Series A Preferred Units that are expected to be issued. Then, the deferred offering costs allocated to such issuance are further allocated to the Series A Preferred Stock (as defined in Note 10) and Series A Preferred Warrants (as defined in Note 10) issued in such issuance based on the relative fair value of the instruments on the date of issuance. The deferred offering costs allocated to the Series A Preferred Stock and Series A Preferred Warrants are reductions to temporary equity and permanent equity, respectively. Deferred offering costs of $3,826,000 and $3,401,000 related to our offering of Series A Preferred Units are included in deferred rent receivable and charges at March 31, 2018 and December 31, 2017 , respectively. Other deferred costs are $488,000 and $121,000 at March 31, 2018 and December 31, 2017 , respectively. Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A Preferred Stock (Note 10), the holder of such shares has the right to require the Company to redeem such shares at a redemption price of 100% of the Series A Preferred Stock Stated Value (as defined in Note 10), plus accrued and unpaid dividends, subject to the payment of a redemption fee until the fifth anniversary of such issuance. From and after the fifth anniversary of the date of the original issuance, the holder will have the right to require the Company to redeem such shares at a redemption price of 100% of the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends, without a redemption fee, and the Company will have the right (but not the obligation) to redeem such shares at 100% of the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends. The applicable redemption price payable upon redemption of any Series A Preferred Stock is payable in cash or, on or after the first anniversary of the issuance of such shares of Series A Preferred Stock to be redeemed, in the Company's sole discretion, in cash or in equal value through the issuance of shares of Common Stock, based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption. Since a holder of Series A Preferred Stock has the right to request redemption of such shares and redemptions prior to the first anniversary are to be paid in cash, we have recorded the activity related to our Series A Preferred Stock in temporary equity. We recorded the activity related to our Series A Preferred Warrants (Note 10) in permanent equity. On the first anniversary of the date of original issuance of a particular share of Series A Preferred Stock, we reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date. Proceeds and expenses from the sale of the Series A Preferred Units are allocated to the Series A Preferred Stock and the Series A Preferred Warrants using their relative fair values on the date of issuance. Our Series L Preferred Stock (as defined in Note 10) is redeemable at the option of the holder or CIM Commercial. From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value (as defined in Note 10), plus, provided certain conditions are met, all accrued and unpaid distributions. Notwithstanding the foregoing, a holder of shares of our Series L Preferred Stock may require us to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) we do not declare and pay in full the distributions on the Series L Preferred Stock for any annual period prior to such fifth anniversary (provided that the first distribution on the Series L Preferred Stock is payable in January 2019) or (2) we do not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date. The applicable redemption price payable upon redemption of any Series L Preferred Stock will be made, in the Company's sole discretion, in the form of (A) cash in Israeli new shekels ("ILS") at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) our NAV per share of our Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of our Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and our Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively. We recorded the activity related to our Series L Preferred Stock in permanent equity. Noncontrolling Interests —Noncontrolling interests represent the interests in various properties owned by third parties. Restricted Cash —Our mortgage loan and hotel management agreements provide for depositing cash into restricted accounts reserved for capital expenditures, free rent, tenant improvement and leasing commission obligations. Restricted cash also includes cash required to be segregated in connection with certain of our loans receivable. Reclassifications —Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported net income or cash flows, other than the adoption of Accounting Standards Update ("ASU") 2016-18 (as defined below) on January 1, 2018, which requires the inclusion of restricted cash in our consolidated statements of cash flows. Assets Held for Sale and Discontinued Operations —In the ordinary course of business, we may periodically enter into agreements relating to dispositions of our assets. Some of these agreements are non-binding because either they do not obligate either party to pursue any transactions until the execution of a definitive agreement or they provide the potential buyer with the ability to terminate without penalty or forfeiture of any material deposit, subject to certain specified contingencies, such as completion of due diligence at the discretion of such buyer. We do not classify assets that are subject to such non-binding agreements as held for sale. We classify assets as held for sale, if material, when they meet the necessary criteria, which include: a) management commits to and actively embarks upon a plan to sell the assets, b) the assets to be sold are available for immediate sale in their present condition, c) the sale is expected to be completed within one year under terms usual and customary for such sales and d) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We generally believe that we meet these criteria when the plan for sale has been approved by our board of directors (the "Board of Directors"), there are no known significant contingencies related to the sale and management believes it is probable that the sale will be completed within one year. Assets held for sale are recorded at the lower of cost or estimated fair value less cost to sell. In addition, if we were to determine that the asset disposal associated with assets held for sale or disposed of represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. We sold all of our multifamily properties during the year ended December 31, 2017. We assessed the sale of these properties in accordance with ASC 205-20, Discontinued Operations . In our assessment, we considered, among other factors, the materiality of the revenue, net operating income, and total assets of our multifamily segment. Based on our qualitative and quantitative assessment, we concluded the disposals did not represent a strategic shift that will have a major effect on our operations and financial results and therefore should not be classified as discontinued operations on our consolidated financial statements. Consolidation Considerations for Our Investments in Real Estate —ASC 810-10, Consolidation , addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights that would require the entity to be consolidated. We analyze our investments in real estate in accordance with this accounting standard to determine whether they are variable interest entities, and if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a variable interest entity involves consideration of various factors, including the form of our ownership interest, our voting interest, the size of our investment (including loans), and our ability to participate in major policy-making decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in real estate on our consolidated financial statements. Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements— In January 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which is designed to improve the recognition and measurement of financial instruments through targeted changes to existing GAAP. The ASU requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (v) assess a valuation allowance on deferred tax assets related to unrealized losses of available-for-sale debt securities in combination with other deferred tax assets. In addition, the ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. For public business entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which is intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires a lessee to recognize only capital leases on the balance sheet, the new ASU will require a lessee to recognize both types of leases on the balance sheet. The lessor accounting will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018. We are currently conducting an evaluation of the impact of the guidance on our consolidated financial statements. We currently believe that the adoption of the standard will not significantly change the accounting for operating leases on our consolidated balance sheet where we are the lessor, and that such leases will be accounted for in a similar method to existing standards with the underlying leased asset being recognized and reported as a real estate asset. We currently expect that certain non-lease components may need to be accounted for separately from the lease components, with the lease components continuing to be recognized on a straight-line basis over the term of the lease and certain non-lease components (such as certain expense reimbursements) being accounted for under the new revenue recognition guidance in ASU 2014-09. We expect to adopt the guidance on a modified retrospective basis. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. The amendments in the ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2019. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. For public entit |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS The fair value of real estate acquired is recorded to the acquired tangible assets, consisting primarily of land, land improvements, building and improvements, tenant improvements, and furniture, fixtures, and equipment, and identified intangible assets and liabilities, consisting of the value of acquired above-market and below-market leases, in-place leases and ground leases, if any, based in each case on their respective fair values. Loan premiums, in the case of above-market rate loans, or loan discounts, in the case of below-market rate loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate. 2018 Transactions —On January 18, 2018 , we acquired a 100% fee-simple interest in an office property known as 9460 Wilshire Boulevard from an unrelated third-party. The property has approximately 68,866 square feet of office space and 22,884 square feet of retail space and is located in Beverly Hills, California. The acquisition was funded with proceeds from our Series L Preferred Stock offering, and the acquired property is reported as part of the office segment (Note 18). We performed an analysis and, based on our analysis, determined this acquisition was an asset purchase and not a business combination. As such, transaction costs were capitalized as incurred in connection with this acquisition. Property Asset Type Date of Acquisition Square Feet Purchase Price (1) (in thousands) 9460 Wilshire Boulevard, Beverly Hills, CA Office January 18, 2018 91,750 $ 132,000 (1) In December 2017, at the time we entered into the purchase and sale agreement, we made a $20,000,000 non-refundable deposit to an escrow account that is included in other assets on our consolidated balance sheet at December 31, 2017 . Transaction costs that were capitalized in connection with the acquisition of this property totaled $48,000 , which are not included in the purchase price above. The results of operations of the property we acquired during the three months ended March 31, 2018 have been included in the consolidated statement of operations from the date of acquisition. The purchase price of the acquisition completed during the three months ended March 31, 2018 was individually less than 10% of total assets as of the most recent annual consolidated financial statements filed at or prior to the date of acquisition. The fair value of the net assets acquired for the aforementioned acquisition during the three months ended March 31, 2018 are as follows: (in thousands) Land $ 52,199 Land improvements 756 Buildings and improvements 74,522 Tenant improvements 1,451 Acquired in-place leases (1) 7,003 Acquired above-market leases (1) 109 Acquired below-market leases (1) (3,992 ) Net assets acquired $ 132,048 (1) Acquired in-place leases, above-market leases, and below market leases have weighted average amortization periods of 3 years, 2 years, and 3 years, respectively. There were no dispositions during the three months ended March 31, 2018 . 2017 Transactions —There were no acquisitions during the three months ended March 31, 2017 . We sold a 100% fee-simple interest in the following property to an unrelated third-party. Transaction costs related to these sales were expensed as incurred. Property Asset Type Date of Sale Square Feet Sales Price Transaction Costs Gain on Sale (in thousands) 211 Main Street, Office March 28, 2017 417,266 $ 292,882 $ 2,943 (1) $ 187,734 (1) Includes a prepayment penalty incurred in connection with the prepayment of the mortgage on the property in the amount of $1,508,000 (Note 7). The results of operations of the property we sold have been included in the consolidated statement of operations through the property's disposition date. The following is the detail of the carrying amounts of assets and liabilities at the time of the sale of the property that occurred during the three months ended March 31, 2017 : (in thousands) Assets Investments in real estate, net $ 93,747 Deferred rent receivable and charges, net 10,822 Other intangible assets, net 32 Total assets $ 104,601 Liabilities Debt, net (1) $ 25,996 Intangible liabilities, net 1,731 Total liabilities $ 27,727 (1) Net of $665,000 of premium on assumed mortgage. |
INVESTMENTS IN REAL ESTATE
INVESTMENTS IN REAL ESTATE | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
INVESTMENTS IN REAL ESTATE | INVESTMENTS IN REAL ESTATE Investments in real estate consist of the following: March 31, 2018 December 31, 2017 (in thousands) Land $ 273,984 $ 221,785 Land improvements 18,501 17,745 Buildings and improvements 922,404 847,849 Furniture, fixtures, and equipment 3,225 3,363 Tenant improvements 133,362 128,876 Work in progress 14,606 9,162 Investments in real estate 1,366,082 1,228,780 Accumulated depreciation (280,917 ) (271,055 ) Net investments in real estate $ 1,085,165 $ 957,725 We recorded depreciation expense of $10,679,000 and $14,684,000 for the three months ended March 31, 2018 and 2017 , respectively. |
LOANS RECEIVABLE
LOANS RECEIVABLE | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
LOANS RECEIVABLE | LOANS RECEIVABLE Loans receivable consist of the following: March 31, 2018 December 31, 2017 (in thousands) SBA 7(a) loans, subject to credit risk $ 48,443 $ 58,298 SBA 7(a) loans, subject to secured borrowings 21,881 21,664 Commercial mortgage loans — 424 Loans receivable 70,324 80,386 Deferred capitalized costs 835 1,132 Loan loss reserves (468 ) (462 ) Loans receivable, net $ 70,691 $ 81,056 SBA 7(a) Loans, Subject to Credit Risk —Represents the non‑government guaranteed retained portion of loans originated under the SBA 7(a) Program and the government guaranteed portion of loans that have not yet been fully funded or sold. SBA 7(a) Loans, Subject to Secured Borrowings —Represents the government guaranteed portion of loans which were sold with the proceeds received from the sale reflected as secured borrowings—government guaranteed loans. There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal. Commercial Mortgage Loans —Represents loans to small businesses primarily collateralized by first liens on the real estate of the related business. At March 31, 2018 and December 31, 2017 , 100.0% of our loans subject to credit risk were current. We classify loans with negative characteristics in substandard categories ranging from special mention to doubtful. At March 31, 2018 and December 31, 2017 , $470,000 and $388,000 , respectively, of loans subject to credit risk were classified in substandard categories. At March 31, 2018 and December 31, 2017 , our loans subject to credit risk were 96.8% and 97.3% , respectively, concentrated in the hospitality industry. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
OTHER INTANGIBLE ASSETS | OTHER INTANGIBLE ASSETS A schedule of our intangible assets and liabilities and related accumulated amortization and accretion as of March 31, 2018 and December 31, 2017 is as follows: Assets Liabilities March 31, 2018 Acquired Above-Market Leases Acquired Trade Name and License Acquired (in thousands) Gross balance $ 146 $ 18,090 $ 2,957 $ (6,711 ) Accumulated amortization (12 ) (8,612 ) — 2,362 $ 134 $ 9,478 $ 2,957 $ (4,349 ) Average useful life (in years) 3 7 Indefinite 4 Assets Liabilities December 31, 2017 Acquired Acquired Trade Name and License Acquired (in thousands) Gross balance $ 37 $ 11,087 $ 2,957 $ (2,902 ) Accumulated amortization — (7,700 ) — 1,832 $ 37 $ 3,387 $ 2,957 $ (1,070 ) Average useful life (in years) 7 9 Indefinite 5 The amortization of the acquired above-market leases which decreased rental and other property income was $12,000 and $3,000 for the three months ended March 31, 2018 and 2017 , respectively. The amortization of the acquired in-place leases included in depreciation and amortization expense was $912,000 and $216,000 for the three months ended March 31, 2018 and 2017 , respectively. Tax abatement amortization included in rental and other property operating expenses was $0 and $138,000 for the three months ended March 31, 2018 and 2017 , respectively. The amortization of the acquired below-market ground lease included in rental and other property operating expenses was $0 and $35,000 for the three months ended March 31, 2018 and 2017 , respectively. The amortization of the acquired below-market leases included in rental and other property income was $713,000 and $419,000 for the three months ended March 31, 2018 and 2017 , respectively. A schedule of future amortization and accretion of acquisition related intangible assets and liabilities as of March 31, 2018 , is as follows: Assets Liabilities Years Ending December 31, Acquired Acquired Acquired (in thousands) 2018 (Nine months ending December 31, 2018) $ 39 $ 2,779 $ (1,477 ) 2019 54 3,222 (1,540 ) 2020 18 1,535 (751 ) 2021 5 798 (347 ) 2022 5 562 (234 ) Thereafter 13 582 — $ 134 $ 9,478 $ (4,349 ) |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Information on our debt is as follows: March 31, 2018 December 31, 2017 (in thousands) Mortgage loans with a fixed interest rate of 4.14% per annum, with monthly payments of interest only, and balances totaling $370,300,000 due on July 1, 2026. The loans are nonrecourse. $ 370,300 $ 370,300 Mortgage loan with a fixed interest rate of 4.50% per annum, with monthly payments of interest only for 10 years, and payments of interest and principal starting in February 2022. The loan has a $42,008,000 balance due on January 5, 2027. The loan is nonrecourse. 46,000 46,000 416,300 416,300 Deferred loan costs related to mortgage loans (1,494 ) (1,540 ) Total Mortgages Payable 414,806 414,760 Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 5.10% and 4.85% at March 31, 2018 and December 31, 2017, respectively. 16,347 16,812 Secured borrowing principal on SBA 7(a) loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 2.82% and 2.60% at March 31, 2018 and December 31, 2017, respectively. 4,607 3,879 20,954 20,691 Unamortized premiums 1,412 1,466 Total Secured Borrowings—Government Guaranteed Loans 22,366 22,157 Unsecured term loan facility 170,000 170,000 Junior subordinated notes with a variable interest rate which resets quarterly based on the 90-day LIBOR (as defined below) plus 3.25%, with quarterly interest only payments. Balance due at maturity on March 30, 2035. 27,070 27,070 Unsecured credit facility 10,000 — 207,070 197,070 Deferred loan costs related to unsecured term loan and credit facilities (1,068 ) (1,198 ) Discount on junior subordinated notes (1,917 ) (1,937 ) Total Other 204,085 193,935 Total Debt $ 641,257 $ 630,852 The mortgages payable are secured by deeds of trust on certain of the properties and assignments of rents. The junior subordinated notes may be redeemed at par at our option. Secured borrowings—government guaranteed loans represent sold loans which are treated as secured borrowings because the loan sales did not meet the derecognition criteria provided for in ASC 860-30, Secured Borrowing and Collateral . These loans included cash premiums that are amortized as a reduction to interest expense over the life of the loan using the effective interest method and are fully amortized when the underlying loan is repaid in full. Deferred loan costs, which represent legal and third-party fees incurred in connection with our borrowing activities, are capitalized and amortized to interest expense on a straight-line basis over the life of the related loan, approximating the effective interest method. Deferred loan costs of $3,843,000 and $3,843,000 are presented net of accumulated amortization of $1,281,000 and $1,105,000 at March 31, 2018 and December 31, 2017 , respectively, and are a reduction to total debt. In September 2014, CIM Commercial entered into an $850,000,000 unsecured credit facility with a bank syndicate consisting of a $450,000,000 revolver, a $325,000,000 term loan and a $75,000,000 delayed-draw term loan. CIM Commercial is subject to certain financial maintenance covenants and a minimum property ownership condition. Outstanding advances under the revolver bear interest at (i) the base rate plus 0.20% to 1.00% or (ii) the London Interbank Offered Rate ("LIBOR") plus 1.20% to 2.00% , depending on the maximum consolidated leverage ratio. Outstanding advances under the term loans bore interest at (i) the base rate plus 0.15% to 0.95% or (ii) LIBOR plus 1.15% to 1.95% , depending on the maximum consolidated leverage ratio. The revolver is also subject to an unused commitment fee of 0.15% or 0.25% depending on the amount of aggregate unused commitments. The delayed-draw term loan was also subject to an unused line fee of 0.25% . Proceeds from the unsecured credit facility were used to repay mortgage loans and outstanding balances under our prior unsecured credit facilities, for acquisitions, short-term funding of a Common Stock tender offer in June 2016, short-term funding of a private repurchase of Common Stock in June 2017, and general corporate purposes. In June 2016, we entered into six mortgage loan agreements with an aggregate principal amount of $392,000,000 . A portion of the net proceeds from the loans was used to repay outstanding balances under our unsecured credit facility and the remaining portion was used to repurchase shares of our Common Stock in a private repurchase in September 2016. The June 2017 borrowing used to fund the private share repurchase was repaid using proceeds from subsequent asset sales. The credit facility was set to mature in September 2016 and, prior to maturity, we exercised the first of two one year extension options through September 2017 and we permanently reduced the revolving credit commitment under the credit facility to $200,000,000 . In August 2017, we exercised the second of two one year extension options through September 2018 and, in connection with such exercise, we paid an extension fee of $300,000 . At March 31, 2018 and December 31, 2017 , $10,000,000 and $0 , respectively, was outstanding under the credit facility. The unused capacity on the unsecured credit facility, based on covenant restrictions at March 31, 2018 and December 31, 2017 , was approximately $190,000,000 and $200,000,000 , respectively. In May 2015, CIM Commercial entered into an unsecured term loan facility with a bank syndicate pursuant to which CIM Commercial could borrow up to a maximum of $385,000,000 . The term loan facility ranks pari passu with CIM Commercial's unsecured credit facility described above; covenants under the term loan facility are substantially the same as those in the unsecured credit facility. Outstanding advances under the term loan facility bear interest at (i) the base rate plus 0.60% to 1.25% or (ii) LIBOR plus 1.60% to 2.25% , depending on the maximum consolidated leverage ratio. The unused portion of the term loan facility was also subject to an unused fee of 0.20% . The term loan facility matures in May 2022. On November 2, 2015, $385,000,000 was drawn under the term loan facility. Proceeds from the term loan facility were used to repay balances outstanding under our unsecured credit facility. On August 3, 2017 , we repaid $65,000,000 of outstanding borrowings on our unsecured term loan facility. In connection with such paydown, we wrote off deferred loan costs of $601,000 and related accumulated amortization of $193,000 , a proportionate amount to the borrowings being repaid. Additionally, on November 29, 2017 , we repaid $150,000,000 of outstanding borrowings on our unsecured term loan facility. In connection with such paydown, we wrote off deferred loan costs of $1,387,000 and related accumulated amortization of $512,000 , a proportionate amount to the borrowings being repaid. At March 31, 2018 and December 31, 2017 , $170,000,000 was outstanding under the term loan facility and the variable interest rate was 3.26% and 2.96% , respectively. The interest rate of the term loan facility has been effectively converted to a fixed rate of 3.16% until May 8, 2020 (Note 12) through interest rate swaps that convert the interest rate on the first $170,000,000 of our one-month LIBOR indexed variable rate borrowings to a fixed rate. At March 31, 2018 and December 31, 2017 , we were in compliance with all of our respective financial covenants under the unsecured credit and term loan facilities. On March 28, 2017 , in connection with the sale of an office property in San Francisco, California, we paid off a mortgage with an outstanding balance of $25,331,000 using proceeds from the sale. Additionally, we paid a prepayment penalty of $1,508,000 in connection with the prepayment of this mortgage (Note 3). At March 31, 2018 and December 31, 2017 , accrued interest and unused commitment fees payable of $1,981,000 and $2,098,000 , respectively, are included in accounts payable and accrued expenses. We are currently in discussions with a group of banks with respect to our financing options following the maturity of our unsecured credit facility in September 2018 as well as the possibility of refinancing our unsecured term loan facility. There can be no assurance that such discussions will result in any new financing arrangements. Future principal payments on our debt (face value) at March 31, 2018 are as follows: Years Ending December 31, Secured Borrowings Principal (1) Mortgages Other (2) Total (in thousands) 2018 (Nine months ending December 31, 2018) $ 555 $ — $ 10,000 $ 10,555 2019 770 — — 770 2020 805 — — 805 2021 842 — — 842 2022 881 679 170,000 171,560 Thereafter 17,101 415,621 27,070 459,792 $ 20,954 $ 416,300 $ 207,070 $ 644,324 (1) Principal payments are generally dependent upon cash flows received from the underlying loans. Our estimate of their repayment is based on scheduled principal payments on the underlying loans. Our estimate will differ from actual amounts to the extent we experience prepayments and/or loan liquidations or charge-offs. No payment is due unless payments are received from the borrowers on the underlying loans. (2) Represents the junior subordinated notes and unsecured credit and term loan facilities. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION PLANS | STOCK-BASED COMPENSATION PLANS In May 2016, we granted awards of 3,392 restricted shares of Common Stock to each of the independent members of the Board of Directors ( 10,176 in aggregate) under the 2015 Equity Incentive Plan, which fully vested in May 2017 based on one year of continuous service. In June 2017, we granted awards of 3,195 restricted shares of Common Stock to each of the independent members of the Board of Directors ( 9,585 in aggregate) under the 2015 Equity Incentive Plan, which vest after one year of continuous service. In May 2018, we granted awards of 3,378 restricted shares of Common Stock to each of the independent members of the Board of Directors ( 10,134 in aggregate) under the 2015 Equity Incentive Plan, which vest after one year of continuous service. Compensation expense related to these restricted shares of Common Stock is recognized over the vesting period. We recorded compensation expense of $38,000 and $48,000 for the three months ended March 31, 2018 and 2017 , respectively, related to these restricted shares of Common Stock. We issued to two of our executive officers an aggregate of 2,000 restricted shares of Common Stock on March 6, 2015, which fully vested in March 2017. The restricted shares of Common Stock vested based on two years of continuous service with one-third of the shares of Common Stock vesting immediately upon issuance and one-third vesting at the end of each of the next two years from the date of issuance. Compensation expense related to these restricted shares of Common Stock was recognized over the vesting period. We recognized compensation expense of $0 and $1,000 for the three months ended March 31, 2018 and 2017 , respectively related to these restricted shares of Common Stock. As of March 31, 2018 , there was $23,000 of total unrecognized compensation expense related to shares of Common Stock which will be recognized during the second quarter of 2018. |
EARNINGS PER SHARE (''EPS'')
EARNINGS PER SHARE (''EPS'') | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE ("EPS") | EARNINGS PER SHARE ("EPS") The computations of basic EPS are based on our weighted average shares outstanding. The basic weighted average shares of Common Stock outstanding was 43,785,000 and 84,048,000 for the three months ended March 31, 2018 and 2017 , respectively. The Series A Preferred Stock, the Series A Preferred Warrants, and the Series L Preferred Stock were not included in the computation of diluted EPS for the three months ended March 31, 2018 because their impact was deemed to be anti-dilutive. Outstanding shares of Series A Preferred Stock and the Series A Preferred Warrants were not included in the computation of diluted EPS for the three months ended March 31, 2017 because their impact was deemed to be anti-dilutive. No shares of Series L Preferred Stock were outstanding during the three months ended March 31, 2017 . EPS for the year-to-date period may differ from the sum of quarterly EPS amounts due to the required method for computing EPS in the respective periods. In addition, EPS is calculated independently for each component and may not be additive due to rounding. The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net (loss) income available to common stockholders for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 2017 (in thousands, except per share amounts) Numerator: Net (loss) income available to common stockholders $ (3,026 ) $ 193,899 Redeemable preferred stock dividends declared on dilutive shares — — Numerator for dilutive net (loss) income available to common stockholders $ (3,026 ) $ 193,899 Denominator: Basic weighted average shares of Common Stock outstanding 43,785 84,048 Effect of dilutive securities—contingently issuable shares — — Diluted weighted average shares and common stock equivalents outstanding 43,785 84,048 Net (loss) income available to common stockholders per share: Basic $ (0.07 ) $ 2.31 Diluted $ (0.07 ) $ 2.31 |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity [Line Items] | |
REDEEMABLE PREFERRED STOCK | REDEEMABLE PREFERRED STOCK Series A Preferred Stock —We have an effective registration statement with the SEC with respect to the offer and sale of up to $900,000,000 of units (collectively, the "Series A Preferred Units"), with each unit consisting of (i) one share of Series A Preferred Stock, par value $0.001 per share, of the Company (collectively, the "Series A Preferred Stock") with an initial stated value of $25.00 per share ("Series A Preferred Stock Stated Value"), subject to adjustment, and (ii) one warrant (collectively, the "Series A Preferred Warrants") to purchase 0.25 of a share of Common Stock (Note 11). The registration statement allows us to sell up to a maximum of 36,000,000 Series A Preferred Units. Our Series A Preferred Stock ranks senior to our Common Stock with respect to payment of dividends and distributions of amounts upon liquidation, dissolution or winding up. Proceeds and expenses from the sale of the Series A Preferred Units are allocated to the Series A Preferred Stock and Series A Preferred Warrants using their relative fair values on the date of issuance. Our Series A Preferred Stock is redeemable at the option of the holder (the "Series A Preferred Stock Holder") or CIM Commercial. The redemption schedule of the Series A Preferred Stock allows redemptions at the option of the Series A Preferred Stock Holder from the date of original issuance of any given shares of Series A Preferred Stock through the second year at the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends, subject to the payment of a 13.0% redemption fee. After year two, the redemption fee decreases to 10.0% and after year five there is no redemption fee. Also, CIM Commercial has the right to redeem the Series A Preferred Stock after year five at the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends. At the Company's discretion, redemptions will be paid in cash or, on or after the first anniversary of the issuance of such shares of Series A Preferred Stock, an equal value of Common Stock based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption. As of March 31, 2018 , we had issued 1,677,786 Series A Preferred Units and received gross proceeds of $41,945,000 ( $41,736,000 of which were allocated to the Series A Preferred Stock and the remaining $209,000 were allocated to the Series A Preferred Warrants). In connection with such issuance, costs specifically identifiable to the offering of Series A Preferred Units, such as commissions, dealer manager fees and other registration fees, totaled $3,322,000 ( $3,262,000 of which were allocated to the Series A Preferred Stock and the remaining $60,000 were allocated to the Series A Preferred Warrants). In addition, as of March 31, 2018 , non issuance specific costs related to this offering totaled $4,013,000 . As of March 31, 2018 , we have reclassified and allocated $186,000 and $1,000 from deferred rent receivable and charges to Series A Preferred Stock and Series A Preferred Warrants, respectively, as a reduction to the gross proceeds received. Such reclassification was based on the number of Series A Preferred Units issued during the period relative to the maximum number of Series A Preferred Units expected to be issued under the offering. As of March 31, 2018 , 2,945 shares of Series A Preferred Stock had been redeemed. On the first anniversary of the date of original issuance of a particular share of Series A Preferred Stock, we reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date. As of March 31, 2018 , we have reclassified an aggregate of $3,302,000 in net proceeds from temporary equity to permanent equity. Holders of Series A Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of 5.5% of the Series A Preferred Stock Stated Value (i.e., the equivalent of $0.34375 per share per quarter). Dividends on each share of Series A Preferred Stock begin accruing on, and are cumulative from, the date of issuance. Cash dividends declared on our Series A Preferred Stock for the three months ended March 31, 2018 and 2017 consist of the following: Aggregate Declaration Date Payment Date Number of Shares Dividends Declared (in thousands) March 6, 2018 April 16, 2018 1,674,841 $ 493 March 8, 2017 April 17, 2017 144,698 $ 31 Series L Preferred Stock —On November 21, 2017 , in connection with our registration statement filed with the SEC and the Israel Securities Authority ("ISA"), we issued 808,074 Series L preferred units ("Series L Preferred Units"). Each Series L Preferred Unit consists of ten shares of Series L preferred stock, par value $0.001 per share, of the Company (collectively, the "Series L Preferred Stock") with an initial stated value of $28.37 per share ("Series L Preferred Stock Stated Value"), subject to adjustment. We issued 8,080,740 shares of Series L Preferred Stock in connection with the offering. We received gross proceeds of $229,251,000 from the sale of the Series L Preferred Stock, which was reduced by issuance specific offering costs, such as commissions, dealer manager fees, and other registration fees, totaling $15,928,000 , a discount of $2,946,000 , and non-issuance specific costs of $2,532,000 . These fees have been recorded as a reduction to the gross proceeds in permanent equity. Our Series L Preferred Stock ranks senior to our Common Stock with respect to distributions of amounts upon liquidation, dissolution or winding up and junior to our Series A Preferred Stock and Common Stock with respect to the payment of dividends. Our Series L Preferred Stock is redeemable at the option of the holder or CIM Commercial. From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value, plus, provided certain conditions are met, all accrued and unpaid distributions. Notwithstanding the foregoing, a holder of shares of our Series L Preferred Stock may require us to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) we do not declare and pay in full the distribution on the Series L Preferred Stock for any annual period prior to such fifth anniversary (provided that the first distribution on the Series L Preferred Stock is payable in January 2019) or (2) we do not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date. The applicable redemption price payable upon redemption of any Series L Preferred Stock will be made, in the Company's sole discretion, in the form of (A) cash in ILS at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) our NAV per share of our Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of our Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and our Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively. As of March 31, 2018 , no shares of Series L Preferred Stock have been redeemed. Holders of Series L Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors, and declared by us out of legally available funds, cumulative cash dividends on each share of Series L Preferred Stock at an annual rate of 5.5% of the Series L Preferred Stock Stated Value (i.e., the equivalent of $1.56035 per share per year). Dividends on each share of Series L Preferred Stock are cumulative from the date of issuance. Cash dividends on shares of Series L Preferred Stock are paid annually, with the first distribution payable in January 2019 for the period from the date of issuance through December 31, 2018. If the Company fails to timely declare distributions or fails to timely pay distributions on the Series L Preferred Stock, the annual dividend rate of the Series L Preferred Stock will temporarily increase by 1.0% per year, up to a maximum rate of 8.5% . As of March 31, 2018 , we have accumulated cash dividends of $4,588,000 on our Series L Preferred Stock, of which $3,152,000 relate to the three months ended March 31, 2018 and are included in the numerator for purposes of calculating basic and diluted net income (loss) available to common stockholders per share (Note 9). Until the fifth anniversary of the date of original issuance of our Series L Preferred Stock, we are prohibited from issuing any shares of preferred stock ranking senior to or on parity with the Series L Preferred Stock with respect to the payment of dividends, other distributions, liquidation, and/or dissolution or winding up of the Company unless the Minimum Fixed Charge Coverage Ratio, calculated in accordance with the Articles Supplementary describing the Series L Preferred Stock, is equal to or greater than 1.25 :1.00. At March 31, 2018 and December 31, 2017 , we were in compliance with the Series L Preferred Stock Minimum Fixed Charge Coverage Ratio. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Dividends Dividends per share of Common Stock declared during the three months ended March 31, 2018 and 2017 consist of the following: Declaration Date Payment Date Type Dividend Per Common Share March 6, 2018 March 29, 2018 Regular Quarterly $ 0.12500 March 8, 2017 March 27, 2017 Regular Quarterly $ 0.21875 On December 18, 2017 , we declared a special cash dividend of $0.73 per share of Common Stock, or $1,575,000 in the aggregate, that was paid on January 11, 2018 to stockholders of record on December 29, 2017 . This special cash dividend allowed common stockholders that did not participate in the December 18, 2017 private repurchase to receive the economic benefit of such repurchase. Pursuant to the December 18, 2017 private repurchase, the Company repurchased in a privately negotiated transaction, canceled and retired 14,090,909 shares of Common Stock from Urban Partners II, LLC ("Urban II"), a fund managed by an affiliate of CIM Group, the Administrator and the Operator of CIM Commercial (each as defined in Note 14), and an affiliate of CIM REIT and CIM Urban, for an aggregate purchase price of $310,000,000 , or $22.00 per share. Urban II waived its right to receive the January 11, 2018 special cash dividend. Series A Preferred Warrants Each Series A Preferred Unit consists of (i) one share of Series A Preferred Stock (Note 10) and (ii) one Series A Preferred Warrant (Note 10) which allows the holder to purchase 0.25 of a share of Common Stock. The Series A Preferred Warrants are exercisable beginning on the first anniversary of the date of their original issuance until and including the fifth anniversary of the date of such issuance. The exercise price of each Series A Preferred Warrant is at a 15.0% premium to the per share estimated net asset value of our Common Stock (as most recently published by us at the time of each issuance). Proceeds and expenses from the sale of the Series A Preferred Units are allocated to the Series A Preferred Stock and Series A Preferred Warrants using their relative fair values on the date of issuance. As of March 31, 2018 , we had issued 1,677,786 Series A Preferred Warrants in connection with our offering of Series A Preferred Units and allocated net proceeds of $148,000 , after specifically identifiable offering costs and allocated general offering costs, to the Series A Preferred Warrants in permanent equity. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Hedges of Interest Rate Risk In order to manage financing costs and interest rate exposure related to the one-month LIBOR indexed variable rate borrowings on our unsecured term loan facility, on August 13, 2015, we entered into ten interest rate swap agreements with multiple counterparties totaling $385,000,000 of notional value. These swap agreements became effective on November 2, 2015. On August 3, 2017 , we repaid $65,000,000 of outstanding one-month LIBOR indexed variable rate borrowings and we terminated three interest rate swaps with an aggregate notional value of $65,000,000 . Costs incurred to terminate such swaps totaled $38,000 . Additionally, on November 29, 2017 , we repaid $150,000,000 of outstanding one-month LIBOR indexed variable rate borrowings and we terminated four interest rate swaps with an aggregate notional value of $150,000,000 . Such swaps were in the money at the time of their termination and we received termination payments, net of fees, of $1,011,000 . We performed an analysis of the probability of the hedged forecasted transaction and whether, in light of the two swap terminations described above, it is still probable of occurring. Based on our analysis and the circumstances giving rise to the two swap terminations during 2017, we believe that the hedged forecasted transaction is still probable. Each of our interest rate swap agreements meets the criteria for cash flow hedge accounting treatment and we have designated the interest rate swap agreements as cash flow hedges of the risk of variability attributable to changes in the one-month LIBOR. Accordingly, the interest rate swaps are recorded on the consolidated balance sheets at fair value and the changes in the fair value of the swaps are recorded in OCI and reclassified to earnings as an adjustment to interest expense as interest becomes receivable or payable (Note 2). We do not expect any significant losses from counterparty defaults related to our swap agreements. Summary of Derivatives The following table sets forth the key terms of our interest rate swap contracts: Number of Interest Total Notional Fixed Rates Floating Rate Index Effective Expiration (in thousands) 3 $ 170,000 1.562% - 1.565% One-Month LIBOR 11/2/2015 5/8/2020 (1) See Note 13 for our fair value disclosures. (2) Our interest rate swaps are not subject to master netting arrangements. These swaps hedge the risk of the variability in the future cash flows of our one-month LIBOR indexed variable rate interest payments by fixing the rate until May 8, 2020 at a weighted average rate of 1.563% plus the credit spread, which was 1.60% at March 31, 2018 and December 31, 2017 , or an all-in rate of 3.16% . Credit-Risk-Related Contingent Features Each of our interest rate swap agreements contains a provision under which we could also be declared in default under such agreements if we default on the term loan facility. As of March 31, 2018 and December 31, 2017 , there have been no events of default under our interest rate swap agreements. Impact of Hedges on AOCI and Consolidated Statements of Operations The changes in the balance of each component of AOCI related to our interest rate swaps designated as cash flow hedges are as follows: Three Months Ended March 31, 2018 2017 (in thousands) Accumulated other comprehensive income (loss), at beginning of period $ 1,631 $ (509 ) Other comprehensive income before reclassifications 1,199 794 Amounts reclassified (to) from accumulated other comprehensive income (loss) (1) (16 ) 758 Net current period other comprehensive income 1,183 1,552 Accumulated other comprehensive income, at end of period $ 2,814 $ 1,043 (1) The amounts from AOCI are reclassified as an increase to interest expense in the statements of operations. Future Reclassifications from AOCI We estimate that $551,000 related to our derivatives designated as cash flow hedges will be reclassified out of AOCI as a decrease to interest expense during the next twelve months. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS We determine the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. The hierarchy for inputs used in measuring fair value is as follows: Level 1 Inputs —Quoted prices in active markets for identical assets or liabilities Level 2 Inputs —Observable inputs other than quoted prices in active markets for identical assets and liabilities Level 3 Inputs —Unobservable inputs In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Our derivative financial instruments (Note 12) are measured at fair value on a recurring basis and are presented on our consolidated balance sheets at fair value, on a gross basis, excluding accrued interest. The table below presents the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets: March 31, 2018 December 31, 2017 Level Balance Sheet (in thousands) Assets: Interest rate swaps $ 2,814 $ 1,631 2 Other assets Interest Rate Swaps —We estimate the fair value of our interest rate swaps by calculating the credit-adjusted present value of the expected future cash flows of each swap. The calculation incorporates the contractual terms of the derivatives, observable market interest rates which we consider to be Level 2 inputs, and credit risk adjustments, if any, to reflect the counterparty's as well as our own nonperformance risk. The estimated fair values of those financial instruments which are not recorded at fair value on a recurring basis on our consolidated balance sheets are as follows: March 31, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Level (in thousands) Assets: Loans receivable subject to credit risk $ 48,747 $ 50,412 $ 58,904 $ 61,277 3 SBA 7(a) loans receivable, subject to secured borrowings 21,944 22,366 21,728 22,157 3 Commercial mortgage loans — — 424 424 3 Liabilities: Mortgages payable 414,806 407,997 414,760 413,819 3 Junior subordinated notes 25,153 24,308 25,133 24,162 3 Management's estimation of the fair value of our financial instruments other than our interest rate swaps is based on a Level 3 valuation in the fair value hierarchy established for disclosure of how a company values its financial instruments. In general, quoted market prices from active markets for the identical financial instrument (Level 1 inputs), if available, should be used to value a financial instrument. If quoted prices are not available for the identical financial instrument, then a determination should be made if Level 2 inputs are available. Level 2 inputs include quoted prices for similar financial instruments in active markets for identical or similar financial instruments in markets that are not active (i.e., markets in which there are few transactions for the financial instruments, the prices are not current, price quotations vary substantially, or in which little information is released publicly). There is limited reliable market information for our financial instruments other than our interest rate swaps and we utilize other methodologies based on unobservable inputs for valuation purposes since there are no Level 1 or Level 2 inputs available. Accordingly, Level 3 inputs are used to measure fair value. In general, estimates of fair value may differ from the carrying amounts of the financial assets and liabilities primarily as a result of the effects of discounting future cash flows. Considerable judgment is required to interpret market data and develop estimates of fair value. Accordingly, the estimates presented are made at a point in time and may not be indicative of the amounts we could realize in a current market exchange. The carrying amounts of our secured borrowings and unsecured credit and term loan facilities approximate their fair values, as the interest rates on these securities are variable and approximate current market interest rates. Loans Receivable Subject to Credit Risk and Commercial Mortgage Loans —Loans receivable were initially recorded at estimated fair value at the Acquisition Date. Loans receivable originated subsequent to the Acquisition Date are recorded at cost upon origination and adjusted by net loan origination fees and discounts. In order to determine the estimated fair value of our loans receivable, we use a present value technique for the anticipated future cash flows using certain assumptions. At March 31, 2018 , our assumptions included discount rates ranging from 6.75% to 9.25% and prepayment rates ranging from 7.30% to 17.50% . At December 31, 2017 , our assumptions included discount rates ranging from 6.25% to 9.00% and prepayment rates ranging from 7.30% to 17.50% . SBA 7(a) Loans Receivable, Subject to Secured Borrowings —These loans receivable represent the government guaranteed portion of loans which were sold with the proceeds received from the sale reflected as secured borrowings—government guaranteed loans. There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal. In order to determine the estimated fair value of these loans receivable, we use a present value technique for the anticipated future cash flows taking into consideration the lack of credit risk and using a range of prepayment rates from 15.50% to 17.50% and 15.50% to 17.50% at March 31, 2018 and December 31, 2017 , respectively. Mortgages Payable —The fair values of mortgages payable are estimated based on current interest rates available for debt instruments with similar terms. The fair value of our mortgages payable is sensitive to fluctuations in interest rates. Discounted cash flow analysis is generally used to estimate the fair value of our mortgages payable, using rates ranging from 4.46% to 4.49% and 4.15% to 4.28% at March 31, 2018 and December 31, 2017 , respectively. Junior Subordinated Notes —The fair value of the junior subordinated notes is estimated based on current interest rates available for debt instruments with similar terms. Discounted cash flow analysis is generally used to estimate the fair value of our junior subordinated notes. The rate used was 6.56% and 5.94% at March 31, 2018 and December 31, 2017 , respectively. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Asset Management and Other Fees to Related Parties In May 2005, CIM Urban and CIM Urban REIT Management, L.P., each an affiliate of CIM REIT and CIM Group, entered into an investment management agreement, pursuant to which CIM Urban engaged CIM Urban REIT Management, L.P. to provide certain services to CIM Urban. CIM Investment Advisors, LLC, an affiliate of CIM REIT and CIM Group, registered with the SEC as an investment adviser and, in connection with such registration, CIM Urban entered into a new investment management agreement with CIM Investment Advisors, LLC, in December 2015, on terms and in scope substantially similar to those in the previous agreement, and the previous investment management agreement was terminated. The "Operator" refers to CIM Urban REIT Management, L.P. prior to December 10, 2015 and to CIM Investment Advisors, LLC on and after December 10, 2015. CIM Urban pays asset management fees to the Operator on a quarterly basis in arrears. The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban's assets: Daily Average Adjusted Fair Quarterly Fee From Greater of To and Including (in thousands) $ — $ 500,000 0.2500% 500,000 1,000,000 0.2375% 1,000,000 1,500,000 0.2250% 1,500,000 4,000,000 0.2125% 4,000,000 20,000,000 0.1000% The Operator earned asset management fees of $4,415,000 and $6,414,000 for the three months ended March 31, 2018 and 2017 , respectively. At March 31, 2018 and December 31, 2017 , asset management fees of $4,452,000 and $4,714,000 , respectively, were due to the Operator. CIM Management, Inc. and certain of its affiliates (collectively, the "CIM Management Entities"), all affiliates of CIM REIT and CIM Group, provide property management, leasing, and development services to CIM Urban. The CIM Management Entities earned property management fees, which are included in rental and other property operating expenses, totaling $1,122,000 and $1,432,000 for the three months ended March 31, 2018 and 2017 , respectively. CIM Urban also reimbursed the CIM Management Entities $1,734,000 and $2,130,000 during the three months ended March 31, 2018 and 2017 , respectively, for the cost of on-site personnel incurred on behalf of CIM Urban, which is included in rental and other property operating expenses. The CIM Management Entities earned leasing commissions of $189,000 and $161,000 for the three months ended March 31, 2018 and 2017 , respectively, which were capitalized to deferred charges. In addition, the CIM Management Entities earned construction management fees of $355,000 and $184,000 for the three months ended March 31, 2018 and 2017 , respectively, which were capitalized to investments in real estate. At March 31, 2018 and December 31, 2017 , fees payable and expense reimbursements due to the CIM Management Entities of $2,669,000 and $2,986,000 , respectively, are included in due to related parties. Also included in due to related parties as of March 31, 2018 and December 31, 2017 , was $901,000 and $849,000 , respectively, due from the CIM Management Entities and related parties. On the Acquisition Date, pursuant to the terms of the Merger Agreement, CIM Commercial and its subsidiaries entered into the master services Agreement (the "Master Services Agreement") with CIM Service Provider, LLC (the "Administrator"), an affiliate of CIM Group, pursuant to which the Administrator has agreed to provide, or arrange for other service providers to provide, management and administration services to CIM Commercial and its subsidiaries following the Merger. Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the administrator of Urban Partners GP, LLC. Under the Master Services Agreement, CIM Commercial pays a base service fee (the "Base Service Fee") to the Administrator initially set at $1,000,000 per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears. The Administrator earned a Base Service Fee of $270,000 and $265,000 for the three months ended March 31, 2018 and 2017 , respectively. In addition, pursuant to the terms of the Master Services Agreement, the Administrator may receive compensation and/or reimbursement for performing certain services for CIM Commercial and its subsidiaries that are not covered under the Base Service Fee. During the three months ended March 31, 2018 and 2017 , such services performed by the Administrator included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources and corporate communications. The Administrator's compensation is based on the salaries and benefits of the employees of the Administrator and/or its affiliates who performed these services (allocated based on the percentage of time spent on the affairs of CIM Commercial and its subsidiaries). We expensed $858,000 and $1,062,000 for the three months ended March 31, 2018 and 2017 , respectively, for such services which are included in asset management and other fees to related parties. At March 31, 2018 and December 31, 2017 , $2,306,000 and $1,963,000 was due to the Administrator, respectively, for such services. On January 1, 2015, we entered into a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC ("CIM SBA"), an affiliate of CIM Group and our subsidiary, PMC Commercial Lending, LLC. The agreement provides that CIM SBA will provide personnel and resources to us and that we will reimburse CIM SBA for the costs and expenses of providing such personnel and resources. For the three months ended March 31, 2018 and 2017 , we incurred expenses related to services subject to reimbursement by us under this agreement of $601,000 and $844,000 , respectively, which are included in asset management and other fees to related parties for lending segment costs and $67,000 and $115,000 , respectively, for corporate services, which are included in asset management and other fees to related parties. In addition, we deferred personnel costs of $48,000 and $44,000 for the three months ended March 31, 2018 and 2017 , respectively, associated with services provided for originating loans. At March 31, 2018 , $1,114,000 was due to CIM SBA for the costs and expenses of providing such personnel and resources. On May 10, 2018, the Company executed a wholesaling agreement (the "Wholesaling Agreement") with International Assets Advisors, LLC ("IAA") and CCO Capital, LLC ("CCO Capital"). IAA is the exclusive dealer manager for the Company’s public offering of Series A Preferred Units. CCO Capital is a registered broker dealer and is under common control with the Operator and the Administrator. Under the Wholesaling Agreement, among other things, CCO Capital will, in its capacity as the wholesaler for the offering, assist IAA with the sale of Series A Preferred Units. In exchange for CCO Capital’s services under the Wholesaling Agreement, IAA will pay CCO Capital a fee, consistent with the fee that was paid to the prior wholesaler for the offering, equal to 2.75% of the selling price of each Series A Preferred Unit for which a sale is completed, reduced by any applicable fee reallowances payable to soliciting dealers pursuant to separate soliciting dealer agreements between IAA and soliciting dealers. The foregoing fee will be reduced by a fixed monthly amount to IAA for IAA’s services in connection with periodic closings and settlements for the offering. Other On October 1, 2015, an affiliate of CIM Group entered into a 5 -year lease renewal with respect to a property owned by the Company. For the each of the three months ended March 31, 2018 and 2017 , we recorded rental and other property income related to this tenant of $27,000 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Loan Commitments —Commitments to extend credit are agreements to lend to a customer provided the terms established in the contract are met. Our outstanding loan commitments to fund loans were $23,362,000 at March 31, 2018 and are for prime-based loans to be originated by our subsidiary engaged in SBA 7(a) Program lending, the government guaranteed portion of which is intended to be sold. Commitments generally have fixed expiration dates. Since some commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent future cash requirements. General —In connection with the ownership and operation of real estate properties, we have certain obligations for the payment of tenant improvement allowances and lease commissions in connection with new leases and renewals. CIM Commercial had a total of $22,952,000 in future obligations under leases to fund tenant improvements and other future construction obligations at March 31, 2018 . At March 31, 2018 , $14,389,000 was funded to reserve accounts included in restricted cash on our consolidated balance sheet for these tenant improvement obligations in connection with the mortgage loan agreements entered into in June 2016. Employment Agreements —We have employment agreements with two of our officers. Under certain circumstances, each of these employment agreements provides for (1) severance payment equal to the annual base salary paid to the officer and (2) death and disability payments in an amount equal to two times and one time, respectively, the annual base salary paid to the officers. Litigation —We are not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business. In the normal course of business, we are periodically party to certain legal actions and proceedings involving matters that are generally incidental to our business. While the outcome of these legal actions and proceedings cannot be predicted with certainty, in management's opinion, the resolution of these legal proceedings and actions will not have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock. In April 2017, the City and County of San Francisco filed suit against certain of our subsidiaries and us claiming past due real property transfer tax relating to a transaction in a prior year. In June 2017, we filed a demurrer against the City and County of San Francisco. The demurrer was denied in July 2017. We filed a writ to appeal the denial of the demurrer in early August 2017. The writ was denied in August 2017 and, in order to continue to contest the asserted tax obligations, we paid the City and County of San Francisco $11,845,000 in penalties, interest and legal fees in late August 2017. We filed claims for refund in January 2018 in an effort to recover the full amounts paid. At this time, we cannot determine the amount, if any, of the previously assessed and previously expensed tax obligations that will be recovered through the refund process. We believe that we have defenses to, and intend to continue to vigorously contest, the asserted tax obligations. SBA Related —If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced under the SBA 7(a) Program, the SBA may seek recovery of the principal loss related to the deficiency from us. With respect to the guaranteed portion of SBA loans that have been sold, the SBA will first honor its guarantee and then seek compensation from us in the event that a loss is deemed to be attributable to technical deficiencies. Based on historical experience, we do not expect that this contingency is probable to be asserted. However, if asserted, it could have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock. Environmental Matters —In connection with the ownership and operation of real estate properties, we may be potentially liable for costs and damages related to environmental matters, including asbestos-containing materials. We have not been notified by any governmental authority of any noncompliance, liability, or other claim in connection with any of the properties, and we are not aware of any other environmental condition with respect to any of the properties that management believes will have a material adverse effect on our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions on our Common Stock or Preferred Stock. Rent Expense —Rent expense under a ground lease for a property that was sold in August 2017, which includes straight-line rent and amortization of acquired below-market ground lease, was $0 and $438,000 for the three months ended March 31, 2018 and 2017 , respectively. We record rent expense on a straight-line basis. We lease office space in Dallas, Texas under a lease which expires in May 2019. We recorded rent expense of $55,000 and $56,000 for the three months ended March 31, 2018 and 2017 , respectively. At March 31, 2018 , our scheduled future noncancelable minimum lease payments were $190,000 for the nine months ending December 31, 2018 and $106,000 for the year ending December 31, 2019. |
FUTURE MINIMUM LEASE RENTALS
FUTURE MINIMUM LEASE RENTALS | 3 Months Ended |
Mar. 31, 2018 | |
Leases, Operating [Abstract] | |
FUTURE MINIMUM LEASE RENTALS | FUTURE MINIMUM LEASE RENTALS Future minimum rental revenue under long-term operating leases at March 31, 2018 , excluding tenant reimbursements of certain costs, are as follows: Years Ending December 31, Governmental Other Total (in thousands) 2018 (Nine months ending December 31, 2018) $ 27,500 $ 68,891 $ 96,391 2019 35,174 93,057 128,231 2020 32,975 81,815 114,790 2021 22,451 66,698 89,149 2022 11,221 62,202 73,423 Thereafter 40,318 154,709 195,027 $ 169,639 $ 527,372 $ 697,011 |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | CONCENTRATIONS Tenant Revenue Concentrations —Rental revenue, excluding tenant reimbursements of certain costs, from the U.S. General Services Administration and other government agencies (collectively, "Governmental Tenants"), which primarily occupy properties located in Washington, D.C., accounted for approximately 19.9% and 19.5% of our rental and other property income and hotel income for the three months ended March 31, 2018 and 2017 , respectively. At March 31, 2018 and December 31, 2017 , $5,022,000 and $5,130,000 , respectively, was due from Governmental Tenants (Note 16). Geographical Concentrations of Investments in Real Estate —As of March 31, 2018 and December 31, 2017 , we owned 16 and 15 office properties, respectively, one hotel property, two parking garages, and two development sites, one of which is being used as a parking lot. These properties are located in two states and Washington, D.C. Our revenue concentrations from properties are as follows: Three Months Ended March 31, 2018 2017 California 76.6 % 63.2 % Washington, D.C. 19.9 20.8 Texas 3.5 7.8 North Carolina — 6.2 New York — 2.0 100.0 % 100.0 % Our real estate investments concentrations from properties are as follows: March 31, 2018 December 31, 2017 California 70.7 % 66.4 % Washington, D.C. 27.2 31.2 Texas 2.1 2.4 100.0 % 100.0 % |
SEGMENT DISCLOSURE
SEGMENT DISCLOSURE | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT DISCLOSURE | SEGMENT DISCLOSURE In accordance with ASC Topic 280, Segment Reporting , our reportable segments during the three months ended March 31, 2018 consist of two types of commercial real estate properties, namely, office and hotel, as well as a segment for our lending business. Our reportable segments during the three months ended March 31, 2017 consist of three types of commercial real estate properties, namely, office, hotel and multifamily, as well as a segment for our lending business. Management internally evaluates the operating performance and financial results of the segments based on net operating income. We also have certain general and administrative level activities, including public company expenses, legal, accounting, and tax preparation that are not considered separate operating segments. The reportable segments are accounted for on the same basis of accounting as described in the notes to our audited consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2018. For our real estate segments, we define net operating income as rental and other property income and expense reimbursements less property related expenses, and excludes non-property income and expenses, interest expense, depreciation and amortization, corporate related general and administrative expenses, gain (loss) on sale of real estate, impairment of real estate, transaction costs, and provision for income taxes. For our lending segment, we define net operating income as interest income net of interest expense and general overhead expenses. The net operating income of our segments for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 (in thousands) Office: Revenues $ 34,916 $ 49,093 Property expenses: Operating 11,487 13,753 General and administrative 881 288 Total property expenses 12,368 14,041 Segment net operating income—office 22,548 35,052 Hotel: Revenues 10,491 10,518 Property expenses: Operating 6,533 6,439 General and administrative 18 4 Total property expenses 6,551 6,443 Segment net operating income—hotel 3,940 4,075 Multifamily: Revenues — 5,003 Property expenses: Operating — 2,768 General and administrative — 229 Total property expenses — 2,997 Segment net operating income—multifamily — 2,006 Lending: Revenues 2,991 2,335 Lending expenses: Interest expense 184 142 Fees to related party 601 844 General and administrative 469 367 Total lending expenses 1,254 1,353 Segment net operating income—lending 1,737 982 Total segment net operating income $ 28,225 $ 42,115 A reconciliation of our segment net operating income to net income attributable to the Company for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 (in thousands) Total segment net operating income $ 28,225 $ 42,115 Asset management and other fees to related parties (5,610 ) (7,856 ) Interest expense (6,449 ) (9,631 ) General and administrative (2,008 ) (791 ) Transaction costs — (13 ) Depreciation and amortization (13,148 ) (17,231 ) Gain on sale of real estate — 187,734 Income before provision for income taxes 1,010 194,327 Provision for income taxes (388 ) (392 ) Net income 622 193,935 Net income attributable to noncontrolling interests (4 ) (5 ) Net income attributable to the Company $ 618 $ 193,930 The condensed assets for each of the segments as of March 31, 2018 and December 31, 2017 , along with capital expenditures and loan originations for the three months ended March 31, 2018 and 2017 , are as follows: March 31, 2018 December 31, 2017 (in thousands) Condensed assets: Office $ 1,138,818 $ 997,808 Hotel 109,617 107,790 Lending 93,947 92,919 Multifamily — 815 Non-segment assets 15,602 137,056 Total assets $ 1,357,984 $ 1,336,388 Three Months Ended March 31, 2018 2017 (in thousands) Capital expenditures (1): Office $ 8,710 $ 6,805 Hotel 481 46 Multifamily — 130 Total capital expenditures 9,191 6,981 Loan originations 11,641 8,404 Total capital expenditures and loan originations $ 20,832 $ 15,385 (1) Represents additions and improvements to real estate investments, excluding acquisitions. Includes the activity for dispositions through their respective disposition dates. |
BASIS OF PRESENTATION AND SUM27
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Interim Financial Information | Interim Financial Information —The accompanying interim consolidated financial statements of CIM Commercial have been prepared by our management in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . Our accompanying interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K filed with the SEC on March 12, 2018 . |
Principles of Consolidation | Principles of Consolidation —The consolidated financial statements include the accounts of CIM Commercial and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Investments in Real Estate | Investments in Real Estate —Real estate acquisitions are recorded at cost as of the acquisition date. Costs related to the acquisition of properties are expensed as incurred for acquisitions that occurred prior to October 1, 2017. For acquisitions occurring on or after October 1, 2017, we will conduct an analysis to determine if the acquisition constitutes a business combination or an asset purchase. If the acquisition constitutes a business combination, then the transaction costs will be expensed as incurred, and if the acquisition constitutes an asset purchase, then the transaction costs will be capitalized. Investments in real estate are stated at depreciated cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows: Buildings and improvements 15 - 40 years Furniture, fixtures, and equipment 3 - 5 years Tenant improvements Shorter of the useful lives or the Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Ordinary repairs and maintenance are expensed as incurred. Investments in real estate are evaluated for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The estimated fair value of the asset group identified for step two of the impairment testing under GAAP is based on either the income approach with market discount rate, terminal capitalization rate and rental rate assumptions being most critical, or on the sales comparison approach to similar properties. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. |
Derivative Financial Instruments | Derivative Financial Instruments —As part of our risk management and operational strategies, from time to time, we may enter into derivative contracts with various counterparties. All derivatives are recognized on the balance sheet at their estimated fair value. On the date that we enter into a derivative contract, we designate the derivative as a fair value hedge, a cash flow hedge, a foreign currency fair value or cash flow hedge, a hedge of a net investment in a foreign operation, or a trading or non-hedging instrument. Changes in the estimated fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are initially recorded in other comprehensive income ("OCI"), and are subsequently reclassified into earnings as a component of interest expense when the variability of cash flows of the hedged transaction affects earnings (e.g., when periodic settlements of a variable-rate asset or liability are recorded in earnings). Any hedge ineffectiveness (which represents the amount by which the changes in the estimated fair value of the derivative differ from the variability in the cash flows of the forecasted transaction) is recognized in current-period earnings as a component of interest expense. When an interest rate swap designated as a cash flow hedge no longer qualifies for hedge accounting, we recognize changes in estimated fair value of the hedge previously deferred to accumulated other comprehensive income ("AOCI"), along with any changes in estimated fair value occurring thereafter, through earnings. We classify cash flows from interest rate swap agreements as net cash provided from operating activities on the consolidated statements of cash flows as our accounting policy is to present the cash flows from the hedging instruments in the same category in the consolidated statements of cash flows as the category for the cash flows from the hedged items. |
Revenue Recognition | Tenant recoveries outside of the lease agreements Tenant recoveries outside of the lease agreements are related to construction projects in which our tenants have agreed to fully reimburse us for all costs related to construction. At inception of the contract with the customer, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate. While these individual services are distinct, in the context of the arrangement with the customer, all of these services are bundled together and represent a single package of construction services requested by the customer. The Company satisfies its performance obligation and recognizes revenues associated with these services over time as the construction is completed. Amounts recognized for tenant recoveries outside of the lease agreements were $3,000 and $4,000 for the three months ended March 31, 2018 and March 31, 2017, respectively, and are included in expense reimbursements on the consolidated statements of operations. As of March 31, 2018, there were no remaining performance obligations associated with tenant recoveries outside of the lease agreements. Revenue Recognition —We use a five-step model to recognize revenue for contracts with customers. The five-step model requires that we (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy the performance obligation. Revenue from leasing activities All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is recorded as deferred rent. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is considered the owner of the improvements, any tenant improvement allowance that is funded is treated as an incentive. Lease incentives paid to tenants are included in other assets and amortized as a reduction to rental revenue on a straight-line basis over the term of the related lease. Reimbursements from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes, insurance, and other recoverable costs, are recognized as revenue in the period the expenses are incurred. Tenant reimbursements are recognized and presented on a gross basis when we are primarily responsible for fulfilling the promise to provide the specified good or service and control that specified good or service before it is transferred to the tenant. In addition to minimum rents, certain leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums. Percentage rent is recognized once lessees’ specified sales targets have been met. We derive parking revenues from leases with third-party operators. Our parking leases provide for additional rents based upon varying percentages of tenants’ sales in excess of annual minimums. Parking percentage rent is recognized once lessees’ specific sales targets have been met. Revenue from lending activities Interest income included in interest and other income is comprised of interest earned on loans and our short-term investments and the accretion of net loan origination fees and discounts. Interest income on loans is accrued as earned with the accrual of interest suspended when the related loan becomes a Non-Accrual Loan (as defined below). Revenue from hotel activities Hotel revenue is recognized upon establishment of a contract with a customer. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. Various performance obligations of hotel revenues can be categorized as follows: • cancellable and noncancelable room revenues from reservations and • ancillary services including facility usage and food or beverage. Cancellable reservations represent a single performance obligation of providing lodging services at the hotel. The Company satisfies its performance obligation and recognizes revenues associated with these reservations over time as services are rendered to the customer. The Company satisfies its performance obligation and recognizes revenues associated with noncancelable reservations at the earlier of (i) the date on which the customer cancels the reservation or (ii) over time as services are rendered to the customer. Ancillary services include facilities usage and providing food and beverage. The Company satisfies its performance obligation and recognizes revenues associated with these services at a point in time as the good or service is delivered to the customer. At inception of these contracts with customers for hotel revenues, the contractual price is equivalent to the transaction price as there are no elements of variable consideration to estimate. |
Loans Receivable | Loans Receivable —Our loans receivable are carried at their unamortized principal balance less unamortized acquisition discounts and premiums, retained loan discounts and loan loss reserves. For loans originated under the Small Business Administration's ("SBA") 7(a) Guaranteed Loan Program ("SBA 7(a) Program"), we sell the portion of the loan that is guaranteed by the SBA. Upon sale of the SBA guaranteed portion of the loans, which are accounted for as sales, the unguaranteed portion of the loan retained by us is valued on a fair value basis and a discount is recorded as a reduction in basis of the retained portion of the loan. At the Acquisition Date, the carrying value of our loans was adjusted to estimated fair market value and acquisition discounts of $33,907,000 were recorded, which are being accreted to interest and other income using the effective interest method. We sold substantially all of our commercial mortgage loans with unamortized acquisition discounts of $15,951,000 to an unrelated third party in December 2015. Acquisition discounts of $1,206,000 remained as of March 31, 2018 , which have not yet been accreted to income. A loan receivable is generally classified as non-accrual (a "Non-Accrual Loan") if (i) it is past due as to payment of principal or interest for a period of 60 days or more, (ii) any portion of the loan is classified as doubtful or is charged-off or (iii) the repayment in full of the principal and/or interest is in doubt. Generally, loans are charged-off when management determines that we will be unable to collect any remaining amounts due under the loan agreement, either through liquidation of collateral or other means. Interest income, included in interest and other income, on a Non-Accrual Loan is recognized on either the cash basis or the cost recovery basis. On a quarterly basis, and more frequently if indicators exist, we evaluate the collectability of our loans receivable. Our evaluation of collectability involves judgment, estimates, and a review of the ability of the borrower to make principal and interest payments, the underlying collateral and the borrowers' business models and future operations in accordance with Accounting Standards Codification ("ASC") 450-20, Contingencies—Loss Contingencies , and ASC 310-10, Receivables . For the three months ended March 31, 2018 and 2017 , we recorded a net impairment of $0 and $12,000 on our loans receivable, respectively. We establish a general loan loss reserve when available information indicates that it is probable a loss has occurred based on the carrying value of the portfolio and the amount of the loss can be reasonably estimated. Significant judgment is required in determining the general loan loss reserve, including estimates of the likelihood of default and the estimated fair value of the collateral. The general loan loss reserve includes those loans, which may have negative characteristics which have not yet become known to us. In addition to the reserves established on loans not considered impaired that have been evaluated under a specific evaluation, we establish the general loan loss reserve using a consistent methodology to determine a loss percentage to be applied to loan balances. These loss percentages are based on many factors, primarily cumulative and recent loss history and general economic conditions. |
Deferred Rent Receivable and Charges | Deferred Rent Receivable and Charges —Deferred rent receivable and charges consist of deferred rent, deferred leasing costs, deferred offering costs (Note 10) and other deferred costs. Deferred rent receivable is $53,597,000 and $52,619,000 at March 31, 2018 and December 31, 2017 , respectively. Deferred leasing costs, which represent lease commissions and other direct costs associated with the acquisition of tenants, are capitalized and amortized on a straight-line basis over the terms of the related leases. Deferred leasing costs of $49,253,000 and $52,414,000 are presented net of accumulated amortization of $21,163,000 and $23,807,000 at March 31, 2018 and December 31, 2017 , respectively. Deferred offering costs represent direct costs incurred in connection with our offering of Series A Preferred Units (as defined in Note 10), excluding costs specifically identifiable to a closing, such as commissions, dealer-manager fees, and other registration fees. For a specific issuance of Series A Preferred Units, associated offering costs are reclassified as a reduction of proceeds raised on the issuance date. Offering costs incurred but not directly related to a specifically identifiable closing are deferred. Deferred offering costs are first allocated to each issuance on a pro-rata basis equal to the ratio of Series A Preferred Units issued in an issuance to the maximum number of Series A Preferred Units that are expected to be issued. Then, the deferred offering costs allocated to such issuance are further allocated to the Series A Preferred Stock (as defined in Note 10) and Series A Preferred Warrants (as defined in Note 10) issued in such issuance based on the relative fair value of the instruments on the date of issuance. The deferred offering costs allocated to the Series A Preferred Stock and Series A Preferred Warrants are reductions to temporary equity and permanent equity, respectively. |
Redeemable Preferred Stock | Redeemable Preferred Stock —Beginning on the date of original issuance of any given shares of Series A Preferred Stock (Note 10), the holder of such shares has the right to require the Company to redeem such shares at a redemption price of 100% of the Series A Preferred Stock Stated Value (as defined in Note 10), plus accrued and unpaid dividends, subject to the payment of a redemption fee until the fifth anniversary of such issuance. From and after the fifth anniversary of the date of the original issuance, the holder will have the right to require the Company to redeem such shares at a redemption price of 100% of the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends, without a redemption fee, and the Company will have the right (but not the obligation) to redeem such shares at 100% of the Series A Preferred Stock Stated Value, plus accrued and unpaid dividends. The applicable redemption price payable upon redemption of any Series A Preferred Stock is payable in cash or, on or after the first anniversary of the issuance of such shares of Series A Preferred Stock to be redeemed, in the Company's sole discretion, in cash or in equal value through the issuance of shares of Common Stock, based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption. Since a holder of Series A Preferred Stock has the right to request redemption of such shares and redemptions prior to the first anniversary are to be paid in cash, we have recorded the activity related to our Series A Preferred Stock in temporary equity. We recorded the activity related to our Series A Preferred Warrants (Note 10) in permanent equity. On the first anniversary of the date of original issuance of a particular share of Series A Preferred Stock, we reclassify such share of Series A Preferred Stock from temporary equity to permanent equity because the feature giving rise to temporary equity classification, the requirement to satisfy redemption requests in cash, lapses on the first anniversary date. Proceeds and expenses from the sale of the Series A Preferred Units are allocated to the Series A Preferred Stock and the Series A Preferred Warrants using their relative fair values on the date of issuance. Our Series L Preferred Stock (as defined in Note 10) is redeemable at the option of the holder or CIM Commercial. From and after the fifth anniversary of the date of original issuance of the Series L Preferred Stock, each holder will have the right to require the Company to redeem, and the Company will also have the option to redeem (subject to certain conditions), such shares of Series L Preferred Stock at a redemption price equal to the Series L Preferred Stock Stated Value (as defined in Note 10), plus, provided certain conditions are met, all accrued and unpaid distributions. Notwithstanding the foregoing, a holder of shares of our Series L Preferred Stock may require us to redeem such shares at any time prior to the fifth anniversary of the date of original issuance of the Series L Preferred Stock if (1) we do not declare and pay in full the distributions on the Series L Preferred Stock for any annual period prior to such fifth anniversary (provided that the first distribution on the Series L Preferred Stock is payable in January 2019) or (2) we do not declare and pay all accrued and unpaid distributions on the Series L Preferred Stock for all past dividend periods prior to the applicable holder redemption date. The applicable redemption price payable upon redemption of any Series L Preferred Stock will be made, in the Company's sole discretion, in the form of (A) cash in Israeli new shekels ("ILS") at the then-current currency exchange rate determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, (B) in equal value through the issuance of shares of Common Stock, with the value of such Common Stock to be deemed the lower of (i) our NAV per share of our Common Stock as most recently published by the Company as of the effective date of redemption and (ii) the volume-weighted average price of our Common Stock, determined in accordance with the Articles Supplementary defining the terms of the Series L Preferred Stock, or (C) in a combination of cash in ILS and our Common Stock, based on the conversion mechanisms set forth in (A) and (B), respectively. We recorded the activity related to our Series L Preferred Stock in permanent equity. |
Noncontrolling Interests | Noncontrolling Interests —Noncontrolling interests represent the interests in various properties owned by third parties. |
Restricted Cash | Restricted Cash —Our mortgage loan and hotel management agreements provide for depositing cash into restricted accounts reserved for capital expenditures, free rent, tenant improvement and leasing commission obligations. Restricted cash also includes cash required to be segregated in connection with certain of our loans receivable. |
Reclassifications | Reclassifications —Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported net income or cash flows, other than the adoption of Accounting Standards Update ("ASU") 2016-18 (as defined below) on January 1, 2018, which requires the inclusion of restricted cash in our consolidated statements of cash flows. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations —In the ordinary course of business, we may periodically enter into agreements relating to dispositions of our assets. Some of these agreements are non-binding because either they do not obligate either party to pursue any transactions until the execution of a definitive agreement or they provide the potential buyer with the ability to terminate without penalty or forfeiture of any material deposit, subject to certain specified contingencies, such as completion of due diligence at the discretion of such buyer. We do not classify assets that are subject to such non-binding agreements as held for sale. We classify assets as held for sale, if material, when they meet the necessary criteria, which include: a) management commits to and actively embarks upon a plan to sell the assets, b) the assets to be sold are available for immediate sale in their present condition, c) the sale is expected to be completed within one year under terms usual and customary for such sales and d) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We generally believe that we meet these criteria when the plan for sale has been approved by our board of directors (the "Board of Directors"), there are no known significant contingencies related to the sale and management believes it is probable that the sale will be completed within one year. Assets held for sale are recorded at the lower of cost or estimated fair value less cost to sell. In addition, if we were to determine that the asset disposal associated with assets held for sale or disposed of represents a strategic shift, the revenues, expenses and net gain (loss) on dispositions would be recorded in discontinued operations for all periods presented through the date of the applicable disposition. We sold all of our multifamily properties during the year ended December 31, 2017. We assessed the sale of these properties in accordance with ASC 205-20, Discontinued Operations . In our assessment, we considered, among other factors, the materiality of the revenue, net operating income, and total assets of our multifamily segment. Based on our qualitative and quantitative assessment, we concluded the disposals did not represent a strategic shift that will have a major effect on our operations and financial results and therefore should not be classified as discontinued operations on our consolidated financial statements. |
Consolidation Considerations for Our Investments in Real Estate | Consolidation Considerations for Our Investments in Real Estate —ASC 810-10, Consolidation , addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights that would require the entity to be consolidated. We analyze our investments in real estate in accordance with this accounting standard to determine whether they are variable interest entities, and if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a variable interest entity involves consideration of various factors, including the form of our ownership interest, our voting interest, the size of our investment (including loans), and our ability to participate in major policy-making decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in real estate on our consolidated financial statements. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements— In January 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which is designed to improve the recognition and measurement of financial instruments through targeted changes to existing GAAP. The ASU requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (v) assess a valuation allowance on deferred tax assets related to unrealized losses of available-for-sale debt securities in combination with other deferred tax assets. In addition, the ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. For public business entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The adoption of this ASU did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which is intended to improve financial reporting about leasing transactions. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires a lessee to recognize only capital leases on the balance sheet, the new ASU will require a lessee to recognize both types of leases on the balance sheet. The lessor accounting will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018. We are currently conducting an evaluation of the impact of the guidance on our consolidated financial statements. We currently believe that the adoption of the standard will not significantly change the accounting for operating leases on our consolidated balance sheet where we are the lessor, and that such leases will be accounted for in a similar method to existing standards with the underlying leased asset being recognized and reported as a real estate asset. We currently expect that certain non-lease components may need to be accounted for separately from the lease components, with the lease components continuing to be recognized on a straight-line basis over the term of the lease and certain non-lease components (such as certain expense reimbursements) being accounted for under the new revenue recognition guidance in ASU 2014-09. We expect to adopt the guidance on a modified retrospective basis. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity. The amendments in the ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2019. Early adoption is permitted for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2018. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), which provides guidance on how certain cash receipts and cash payments are to be presented and classified in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The Company adopted ASU 2016-15 on January 1, 2018 and such adoption did not have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"), which requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update do not provide a definition of restricted cash or restricted cash equivalents. For public entities, the ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The Company adopted ASU 2016-18 on January 1, 2018. Restricted cash is now included as a component of cash, cash equivalents, and restricted cash on the Company's consolidated statements of cash flows. The inclusion of restricted cash resulted in a decrease to net cash provided by investing activities of $4,385,000 for the three months ended March 31, 2017 . In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which makes certain technical corrections and improvements to ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets , which provided further clarification on the recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers provided for under ASU 2014-09. This revenue recognition standard became effective for the Company on January 1, 2018. The standard allows the use of a full retrospective or modified retrospective approach to adopt this ASU. The full retrospective approach requires entities to recast their revenues for all periods presented to conform with the new revenue recognition guidance. Revenues that are restated for periods before January 1, 2016 will be reflected as an adjustment to retained earnings as of January 1, 2016. Under the modified retrospective approach, an entity can apply the standard to all contracts existing as of January 1, 2018, or only to uncompleted contracts existing as of January 1, 2018. Any differences in current and new revenue recognition guidance would be reflected as an adjustment to retained earnings as of January 1, 2018 under this approach. Under both approaches, additional disclosures may be required depending on the significance of the revenues impacted. The Company has elected to use the modified retrospective approach for all uncompleted contracts as of January 1, 2018. The core principle of this revenue recognition standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, with an emphasis on the timing of the transfer of control of these goods or services to the customer. The guidance requires the use of a new five-step model, which includes (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when (or as) the entities satisfies a performance obligation. Our revenues and gains that were scoped into the revenue recognition standard were (i) hotel revenues, (ii) gains on sales of real estate, and (iii) certain tenant recoveries outside of the terms of the lease agreement. For all contracts within the scope of this new revenue recognition standard, which include hotel revenues, sales of real estate, and tenant recoveries outside the lease agreements, the Company determined that there were no differences in the recognition of timing and amount under the current and new guidance. Therefore, the adoption of this standard effective January 1, 2018 did not result in an adjustment to our retained earnings on January 1, 2018. Additionally, a majority of the Company's revenues are primarily concentrated in rental income from leases which are outside of the scope of the new revenue recognition standard. The Company adopted this guidance on January 1, 2018 and such adoption did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which clarifies the scope of modification accounting. Under the guidance, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions, and classification as an equity or liability instrument remain the same immediately before and after the change. For public entities, the ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. The Company adopted ASU 2017-09 on January 1, 2018 and such adoption did not have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities , which simplifies and expands the eligible hedging strategies for financial and nonfinancial risks by more closely aligning hedge accounting with a company’s risk management activities, and also simplifies the application of Topic 815, Derivatives and Hedging , through targeted improvements in key practice areas. In addition, the ASU prescribes how hedging results should be presented and requires incremental disclosures. Further, the ASU provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in earnings in the current period. For public entities, the ASU is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018. Early adoption is permitted in any interim period after issuance of the ASU for existing hedging relationships on the date of adoption. We are currently in the process of evaluating the impact of adoption of this new accounting guidance on our consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which addresses the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain tax effects of the Tax Cuts and Jobs Act (the “2017 Act”), which was signed into law on December 22, 2017. The guidance requires that the impact of the new tax laws take effect on the enactment date but provides relief to registrants under certain scenarios. The Company has evaluated the guidance and determined that the effects of the 2017 Act do not have a material impact on our consolidated financial statements. |
BASIS OF PRESENTATION AND SUM28
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Useful Lives of Real Estate | Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows: Buildings and improvements 15 - 40 years Furniture, fixtures, and equipment 3 - 5 years Tenant improvements Shorter of the useful lives or the |
Reconciliation of Hotel Revenue | Below is a reconciliation of the hotel revenue from contracts with customers to the total hotel segment revenue disclosed in Note 18: Three Months Ended March 31, 2018 2017 (in thousands) Hotel properties Hotel income $ 9,689 $ 9,750 Rental and other property income 763 752 Interest and other income 39 16 Hotel revenues $ 10,491 $ 10,518 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Asset Acquisitions | Property Asset Type Date of Acquisition Square Feet Purchase Price (1) (in thousands) 9460 Wilshire Boulevard, Beverly Hills, CA Office January 18, 2018 91,750 $ 132,000 (1) In December 2017, at the time we entered into the purchase and sale agreement, we made a $20,000,000 non-refundable deposit to an escrow account that is included in other assets on our consolidated balance sheet at December 31, 2017 . Transaction costs that were capitalized in connection with the acquisition of this property totaled $48,000 , which are not included in the purchase price above. |
Schedule of Fair Value of Net Assets Acquired | The fair value of the net assets acquired for the aforementioned acquisition during the three months ended March 31, 2018 are as follows: (in thousands) Land $ 52,199 Land improvements 756 Buildings and improvements 74,522 Tenant improvements 1,451 Acquired in-place leases (1) 7,003 Acquired above-market leases (1) 109 Acquired below-market leases (1) (3,992 ) Net assets acquired $ 132,048 (1) Acquired in-place leases, above-market leases, and below market leases have weighted average amortization periods of 3 years, 2 years, and 3 years, respectively. |
Disposal Group Detail | The following is the detail of the carrying amounts of assets and liabilities at the time of the sale of the property that occurred during the three months ended March 31, 2017 : (in thousands) Assets Investments in real estate, net $ 93,747 Deferred rent receivable and charges, net 10,822 Other intangible assets, net 32 Total assets $ 104,601 Liabilities Debt, net (1) $ 25,996 Intangible liabilities, net 1,731 Total liabilities $ 27,727 (1) Net of $665,000 of premium on assumed mortgage. Property Asset Type Date of Sale Square Feet Sales Price Transaction Costs Gain on Sale (in thousands) 211 Main Street, Office March 28, 2017 417,266 $ 292,882 $ 2,943 (1) $ 187,734 (1) Includes a prepayment penalty incurred in connection with the prepayment of the mortgage on the property in the amount of $1,508,000 (Note 7). |
INVESTMENTS IN REAL ESTATE (Tab
INVESTMENTS IN REAL ESTATE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Investments in Real Estate | Investments in real estate consist of the following: March 31, 2018 December 31, 2017 (in thousands) Land $ 273,984 $ 221,785 Land improvements 18,501 17,745 Buildings and improvements 922,404 847,849 Furniture, fixtures, and equipment 3,225 3,363 Tenant improvements 133,362 128,876 Work in progress 14,606 9,162 Investments in real estate 1,366,082 1,228,780 Accumulated depreciation (280,917 ) (271,055 ) Net investments in real estate $ 1,085,165 $ 957,725 |
LOANS RECEIVABLE (Tables)
LOANS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | Loans receivable consist of the following: March 31, 2018 December 31, 2017 (in thousands) SBA 7(a) loans, subject to credit risk $ 48,443 $ 58,298 SBA 7(a) loans, subject to secured borrowings 21,881 21,664 Commercial mortgage loans — 424 Loans receivable 70,324 80,386 Deferred capitalized costs 835 1,132 Loan loss reserves (468 ) (462 ) Loans receivable, net $ 70,691 $ 81,056 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities and Related Accumulated Amortization and Accretion | A schedule of our intangible assets and liabilities and related accumulated amortization and accretion as of March 31, 2018 and December 31, 2017 is as follows: Assets Liabilities March 31, 2018 Acquired Above-Market Leases Acquired Trade Name and License Acquired (in thousands) Gross balance $ 146 $ 18,090 $ 2,957 $ (6,711 ) Accumulated amortization (12 ) (8,612 ) — 2,362 $ 134 $ 9,478 $ 2,957 $ (4,349 ) Average useful life (in years) 3 7 Indefinite 4 Assets Liabilities December 31, 2017 Acquired Acquired Trade Name and License Acquired (in thousands) Gross balance $ 37 $ 11,087 $ 2,957 $ (2,902 ) Accumulated amortization — (7,700 ) — 1,832 $ 37 $ 3,387 $ 2,957 $ (1,070 ) Average useful life (in years) 7 9 Indefinite 5 |
Schedule of Future Amortization and Accretion of Acquisition Related Intangible Assets | A schedule of future amortization and accretion of acquisition related intangible assets and liabilities as of March 31, 2018 , is as follows: Assets Liabilities Years Ending December 31, Acquired Acquired Acquired (in thousands) 2018 (Nine months ending December 31, 2018) $ 39 $ 2,779 $ (1,477 ) 2019 54 3,222 (1,540 ) 2020 18 1,535 (751 ) 2021 5 798 (347 ) 2022 5 562 (234 ) Thereafter 13 582 — $ 134 $ 9,478 $ (4,349 ) |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Information on our debt is as follows: March 31, 2018 December 31, 2017 (in thousands) Mortgage loans with a fixed interest rate of 4.14% per annum, with monthly payments of interest only, and balances totaling $370,300,000 due on July 1, 2026. The loans are nonrecourse. $ 370,300 $ 370,300 Mortgage loan with a fixed interest rate of 4.50% per annum, with monthly payments of interest only for 10 years, and payments of interest and principal starting in February 2022. The loan has a $42,008,000 balance due on January 5, 2027. The loan is nonrecourse. 46,000 46,000 416,300 416,300 Deferred loan costs related to mortgage loans (1,494 ) (1,540 ) Total Mortgages Payable 414,806 414,760 Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 5.10% and 4.85% at March 31, 2018 and December 31, 2017, respectively. 16,347 16,812 Secured borrowing principal on SBA 7(a) loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 2.82% and 2.60% at March 31, 2018 and December 31, 2017, respectively. 4,607 3,879 20,954 20,691 Unamortized premiums 1,412 1,466 Total Secured Borrowings—Government Guaranteed Loans 22,366 22,157 Unsecured term loan facility 170,000 170,000 Junior subordinated notes with a variable interest rate which resets quarterly based on the 90-day LIBOR (as defined below) plus 3.25%, with quarterly interest only payments. Balance due at maturity on March 30, 2035. 27,070 27,070 Unsecured credit facility 10,000 — 207,070 197,070 Deferred loan costs related to unsecured term loan and credit facilities (1,068 ) (1,198 ) Discount on junior subordinated notes (1,917 ) (1,937 ) Total Other 204,085 193,935 Total Debt $ 641,257 $ 630,852 |
Future Principal Payments on Debt | Future principal payments on our debt (face value) at March 31, 2018 are as follows: Years Ending December 31, Secured Borrowings Principal (1) Mortgages Other (2) Total (in thousands) 2018 (Nine months ending December 31, 2018) $ 555 $ — $ 10,000 $ 10,555 2019 770 — — 770 2020 805 — — 805 2021 842 — — 842 2022 881 679 170,000 171,560 Thereafter 17,101 415,621 27,070 459,792 $ 20,954 $ 416,300 $ 207,070 $ 644,324 (1) Principal payments are generally dependent upon cash flows received from the underlying loans. Our estimate of their repayment is based on scheduled principal payments on the underlying loans. Our estimate will differ from actual amounts to the extent we experience prepayments and/or loan liquidations or charge-offs. No payment is due unless payments are received from the borrowers on the underlying loans. (2) Represents the junior subordinated notes and unsecured credit and term loan facilities. |
EARNINGS PER SHARE ("EPS") (Tab
EARNINGS PER SHARE ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in Computing Basic and Diluted Per-share Computations | The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net (loss) income available to common stockholders for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 2017 (in thousands, except per share amounts) Numerator: Net (loss) income available to common stockholders $ (3,026 ) $ 193,899 Redeemable preferred stock dividends declared on dilutive shares — — Numerator for dilutive net (loss) income available to common stockholders $ (3,026 ) $ 193,899 Denominator: Basic weighted average shares of Common Stock outstanding 43,785 84,048 Effect of dilutive securities—contingently issuable shares — — Diluted weighted average shares and common stock equivalents outstanding 43,785 84,048 Net (loss) income available to common stockholders per share: Basic $ (0.07 ) $ 2.31 Diluted $ (0.07 ) $ 2.31 |
REDEEMABLE PREFERRED STOCK (Tab
REDEEMABLE PREFERRED STOCK (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Dividends Declared | Cash dividends declared on our Series A Preferred Stock for the three months ended March 31, 2018 and 2017 consist of the following: Aggregate Declaration Date Payment Date Number of Shares Dividends Declared (in thousands) March 6, 2018 April 16, 2018 1,674,841 $ 493 March 8, 2017 April 17, 2017 144,698 $ 31 Dividends per share of Common Stock declared during the three months ended March 31, 2018 and 2017 consist of the following: Declaration Date Payment Date Type Dividend Per Common Share March 6, 2018 March 29, 2018 Regular Quarterly $ 0.12500 March 8, 2017 March 27, 2017 Regular Quarterly $ 0.21875 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Dividends Declared | Cash dividends declared on our Series A Preferred Stock for the three months ended March 31, 2018 and 2017 consist of the following: Aggregate Declaration Date Payment Date Number of Shares Dividends Declared (in thousands) March 6, 2018 April 16, 2018 1,674,841 $ 493 March 8, 2017 April 17, 2017 144,698 $ 31 Dividends per share of Common Stock declared during the three months ended March 31, 2018 and 2017 consist of the following: Declaration Date Payment Date Type Dividend Per Common Share March 6, 2018 March 29, 2018 Regular Quarterly $ 0.12500 March 8, 2017 March 27, 2017 Regular Quarterly $ 0.21875 |
DERIVATIVE FINANCIAL INSTRUME37
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Key Terms of Interest Rate Swap Contract | The following table sets forth the key terms of our interest rate swap contracts: Number of Interest Total Notional Fixed Rates Floating Rate Index Effective Expiration (in thousands) 3 $ 170,000 1.562% - 1.565% One-Month LIBOR 11/2/2015 5/8/2020 (1) See Note 13 for our fair value disclosures. (2) Our interest rate swaps are not subject to master netting arrangements. |
Changes in the Balance of Each Component of AOCI Related to Interest Rate Swaps | The changes in the balance of each component of AOCI related to our interest rate swaps designated as cash flow hedges are as follows: Three Months Ended March 31, 2018 2017 (in thousands) Accumulated other comprehensive income (loss), at beginning of period $ 1,631 $ (509 ) Other comprehensive income before reclassifications 1,199 794 Amounts reclassified (to) from accumulated other comprehensive income (loss) (1) (16 ) 758 Net current period other comprehensive income 1,183 1,552 Accumulated other comprehensive income, at end of period $ 2,814 $ 1,043 (1) The amounts from AOCI are reclassified as an increase to interest expense in the statements of operations. |
FAIR VALUE OF FINANCIAL INSTR38
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value and Classification of Derivative Financial Instruments | The table below presents the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets: March 31, 2018 December 31, 2017 Level Balance Sheet (in thousands) Assets: Interest rate swaps $ 2,814 $ 1,631 2 Other assets |
Fair Values of Financial Instrument Not Recorded at Fair Value on a Recurring Basis | The estimated fair values of those financial instruments which are not recorded at fair value on a recurring basis on our consolidated balance sheets are as follows: March 31, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Level (in thousands) Assets: Loans receivable subject to credit risk $ 48,747 $ 50,412 $ 58,904 $ 61,277 3 SBA 7(a) loans receivable, subject to secured borrowings 21,944 22,366 21,728 22,157 3 Commercial mortgage loans — — 424 424 3 Liabilities: Mortgages payable 414,806 407,997 414,760 413,819 3 Junior subordinated notes 25,153 24,308 25,133 24,162 3 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Asset Management Fees Calculation | The fee is calculated as a percentage of the daily average adjusted fair value of CIM Urban's assets: Daily Average Adjusted Fair Quarterly Fee From Greater of To and Including (in thousands) $ — $ 500,000 0.2500% 500,000 1,000,000 0.2375% 1,000,000 1,500,000 0.2250% 1,500,000 4,000,000 0.2125% 4,000,000 20,000,000 0.1000% |
FUTURE MINIMUM LEASE RENTALS (T
FUTURE MINIMUM LEASE RENTALS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leases, Operating [Abstract] | |
Future Minimum Rental Revenue Under Long-Term Operating Leases | Future minimum rental revenue under long-term operating leases at March 31, 2018 , excluding tenant reimbursements of certain costs, are as follows: Years Ending December 31, Governmental Other Total (in thousands) 2018 (Nine months ending December 31, 2018) $ 27,500 $ 68,891 $ 96,391 2019 35,174 93,057 128,231 2020 32,975 81,815 114,790 2021 22,451 66,698 89,149 2022 11,221 62,202 73,423 Thereafter 40,318 154,709 195,027 $ 169,639 $ 527,372 $ 697,011 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration Risks From Properties | Our revenue concentrations from properties are as follows: Three Months Ended March 31, 2018 2017 California 76.6 % 63.2 % Washington, D.C. 19.9 20.8 Texas 3.5 7.8 North Carolina — 6.2 New York — 2.0 100.0 % 100.0 % Our real estate investments concentrations from properties are as follows: March 31, 2018 December 31, 2017 California 70.7 % 66.4 % Washington, D.C. 27.2 31.2 Texas 2.1 2.4 100.0 % 100.0 % |
SEGMENT DISCLOSURE (Tables)
SEGMENT DISCLOSURE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Net Operating Income | The net operating income of our segments for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 (in thousands) Office: Revenues $ 34,916 $ 49,093 Property expenses: Operating 11,487 13,753 General and administrative 881 288 Total property expenses 12,368 14,041 Segment net operating income—office 22,548 35,052 Hotel: Revenues 10,491 10,518 Property expenses: Operating 6,533 6,439 General and administrative 18 4 Total property expenses 6,551 6,443 Segment net operating income—hotel 3,940 4,075 Multifamily: Revenues — 5,003 Property expenses: Operating — 2,768 General and administrative — 229 Total property expenses — 2,997 Segment net operating income—multifamily — 2,006 Lending: Revenues 2,991 2,335 Lending expenses: Interest expense 184 142 Fees to related party 601 844 General and administrative 469 367 Total lending expenses 1,254 1,353 Segment net operating income—lending 1,737 982 Total segment net operating income $ 28,225 $ 42,115 |
Reconciliation of Segment Net Operating Income to Net Income Attributable to the Company | A reconciliation of our segment net operating income to net income attributable to the Company for the three months ended March 31, 2018 and 2017 is as follows: Three Months Ended March 31, 2018 2017 (in thousands) Total segment net operating income $ 28,225 $ 42,115 Asset management and other fees to related parties (5,610 ) (7,856 ) Interest expense (6,449 ) (9,631 ) General and administrative (2,008 ) (791 ) Transaction costs — (13 ) Depreciation and amortization (13,148 ) (17,231 ) Gain on sale of real estate — 187,734 Income before provision for income taxes 1,010 194,327 Provision for income taxes (388 ) (392 ) Net income 622 193,935 Net income attributable to noncontrolling interests (4 ) (5 ) Net income attributable to the Company $ 618 $ 193,930 |
Segment Condensed Assets | The condensed assets for each of the segments as of March 31, 2018 and December 31, 2017 , along with capital expenditures and loan originations for the three months ended March 31, 2018 and 2017 , are as follows: March 31, 2018 December 31, 2017 (in thousands) Condensed assets: Office $ 1,138,818 $ 997,808 Hotel 109,617 107,790 Lending 93,947 92,919 Multifamily — 815 Non-segment assets 15,602 137,056 Total assets $ 1,357,984 $ 1,336,388 |
Segment Capital Expenditures | Three Months Ended March 31, 2018 2017 (in thousands) Capital expenditures (1): Office $ 8,710 $ 6,805 Hotel 481 46 Multifamily — 130 Total capital expenditures 9,191 6,981 Loan originations 11,641 8,404 Total capital expenditures and loan originations $ 20,832 $ 15,385 (1) Represents additions and improvements to real estate investments, excluding acquisitions. Includes the activity for dispositions through their respective disposition dates. |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Preferred stock, shares authorized (in shares) | 100,000,000 | |
Series L Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
BASIS OF PRESENTATION AND SUM44
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments in Real Estate (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Investments in Real Estate | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Buildings and improvements | Minimum | ||
Investments in Real Estate | ||
Estimated useful lives | 15 years | |
Buildings and improvements | Maximum | ||
Investments in Real Estate | ||
Estimated useful lives | 40 years | |
Furniture, fixtures, and equipment | Minimum | ||
Investments in Real Estate | ||
Estimated useful lives | 3 years | |
Furniture, fixtures, and equipment | Maximum | ||
Investments in Real Estate | ||
Estimated useful lives | 5 years |
BASIS OF PRESENTATION AND SUM45
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Hotel revenues | $ 9,689 | $ 9,750 |
Revenue from contracts with customers, Hotel revenues | 10,491 | 10,518 |
Tenant recoveries outside of lease agreements | 3 | 4 |
Hotel income | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers, Hotel revenues | 9,689 | 9,750 |
Rental and other property income | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers, Hotel revenues | 763 | 752 |
Interest and other income | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contracts with customers, Hotel revenues | $ 39 | $ 16 |
BASIS OF PRESENTATION AND SUM46
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loans Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Mar. 11, 2014 | |
Loans receivable | ||||
Net impairment (recovery) | $ 0 | $ 12 | ||
Commercial mortgage loans | ||||
Loans receivable | ||||
Unamortized acquisition discounts related to sold loans | $ 15,951 | |||
PMC Commercial | ||||
Loans receivable | ||||
Discount on acquisition | $ 33,907 | |||
Acquisition discount | $ 1,206 |
BASIS OF PRESENTATION AND SUM47
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Rent Receivable and Charges (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Rent Receivable and Charges | ||
Deferred rent receivable | $ 53,597 | $ 52,619 |
Deferred leasing costs | 49,253 | 52,414 |
Deferred leasing costs, accumulated amortization | 21,163 | 23,807 |
Deferred offering costs | 3,826 | 3,401 |
Other deferred costs | $ 488 | $ 121 |
BASIS OF PRESENTATION AND SUM48
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Redeemable Preferred Stock (Details) | 3 Months Ended |
Mar. 31, 2018 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Preferred stock, percentage of stated value | 100.00% |
Preferred stock redemption, trading days prior to redemption | 20 days |
BASIS OF PRESENTATION AND SUM49
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by (used in) investing activities | $ (115,349) | $ 286,742 |
ASU 2016-18 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash provided by (used in) investing activities | $ (4,385) |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Acquisitions (Details) $ in Thousands | Jan. 18, 2018USD ($)ft² | Dec. 31, 2017USD ($) |
9460 Wilshire Boulevard in Los Angeles, California | ||
Business Acquisition [Line Items] | ||
Percent of ownership acquired | 100.00% | |
Square Feet | ft² | 91,750 | |
Purchase Price | $ | $ 132,000 | |
Non-refundable escrow deposit | $ | $ 20,000 | |
Asset acquisitions transaction costs | $ | $ 48 | |
9460 Wilshire Boulevard in Los Angeles, California - Office Space | ||
Business Acquisition [Line Items] | ||
Square Feet | ft² | 68,866 | |
9460 Wilshire Boulevard in Los Angeles, California - Retail Space | ||
Business Acquisition [Line Items] | ||
Square Feet | ft² | 22,884 |
ACQUISITIONS AND DISPOSITIONS51
ACQUISITIONS AND DISPOSITIONS - Fair Value of Net Assets Acquired (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)property | Mar. 31, 2017property | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Percent of total assets, less than | 10.00% | ||
Number of properties sold | property | 0 | ||
Number of business acquisitions | property | 0 | ||
Acquired in-place leases | |||
Business Acquisition [Line Items] | |||
Average useful life (in years) | 7 years | 9 years | |
2018 Acquisitions | |||
Business Acquisition [Line Items] | |||
Net assets acquired | $ 132,048 | ||
2018 Acquisitions | Land | |||
Business Acquisition [Line Items] | |||
Property, plant, and equipment | 52,199 | ||
2018 Acquisitions | Land improvements | |||
Business Acquisition [Line Items] | |||
Property, plant, and equipment | 756 | ||
2018 Acquisitions | Buildings and improvements | |||
Business Acquisition [Line Items] | |||
Property, plant, and equipment | 74,522 | ||
2018 Acquisitions | Tenant improvements | |||
Business Acquisition [Line Items] | |||
Property, plant, and equipment | 1,451 | ||
2018 Acquisitions | Acquired in-place leases | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 7,003 | ||
Average useful life (in years) | 3 years | ||
2018 Acquisitions | Acquired above-market leases | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 109 | ||
Average useful life (in years) | 2 years | ||
2018 Acquisitions | Acquired below-market leases | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,992 | ||
Average useful life (in years) | 3 years |
ACQUISITIONS AND DISPOSITIONS52
ACQUISITIONS AND DISPOSITIONS - Disposals (Details) $ in Thousands | Mar. 28, 2017USD ($)ft² | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Disposed Property Information | |||
Sales Price | $ 0 | $ 289,939 | |
Gain on sale of real estate | $ 0 | $ 187,734 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Disposals | |||
Ownership sold, percentage | 100.00% | ||
Assets | |||
Investments in real estate, net | $ 93,747 | ||
Deferred rent receivable and charges, net | 10,822 | ||
Other intangible assets, net | 32 | ||
Total assets | 104,601 | ||
Liabilities | |||
Debt, net | 25,996 | ||
Intangible liabilities, net | 1,731 | ||
Total liabilities | 27,727 | ||
Additional Information | |||
Premium on assumed mortgage | $ 665 | ||
211 Main Street, San Francisco | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Disposed Property Information | |||
Square Feet | ft² | 417,266 | ||
Sales Price | $ 292,882 | ||
Transaction Costs | 2,943 | ||
Gain on sale of real estate | 187,734 | ||
Mortgage prepayment penalty | $ 1,508 |
INVESTMENTS IN REAL ESTATE (Det
INVESTMENTS IN REAL ESTATE (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Real Estate [Abstract] | |||
Land | $ 273,984 | $ 221,785 | |
Land improvements | 18,501 | 17,745 | |
Buildings and improvements | 922,404 | 847,849 | |
Furniture, fixtures, and equipment | 3,225 | 3,363 | |
Tenant improvements | 133,362 | 128,876 | |
Work in progress | 14,606 | 9,162 | |
Investments in real estate | 1,366,082 | 1,228,780 | |
Accumulated depreciation | (280,917) | (271,055) | |
Net investments in real estate | 1,085,165 | $ 957,725 | |
Depreciation expense | $ 10,679 | $ 14,684 |
LOANS RECEIVABLE (Details)
LOANS RECEIVABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Loans receivable | ||
Loans receivable | $ 70,324 | $ 80,386 |
Deferred capitalized costs | 835 | 1,132 |
Loan loss reserves | (468) | (462) |
Loans receivable, net | $ 70,691 | $ 81,056 |
Loans, percent current | 100.00% | 100.00% |
SBA 7(a) loans, subject to credit risk | ||
Loans receivable | ||
Loans receivable | $ 48,443 | $ 58,298 |
SBA 7(a) loans receivable, subject to secured borrowings | ||
Loans receivable | ||
Loans receivable | 21,881 | 21,664 |
Commercial mortgage loans | ||
Loans receivable | ||
Loans receivable | 0 | 424 |
Substandard | ||
Loans receivable | ||
Loans receivable, net | $ 470 | $ 388 |
Hospitality Industry | Loans subject to credit risk | ||
Loans receivable | ||
Concentration risk, percent | 96.80% | 97.30% |
OTHER INTANGIBLE ASSETS (Detail
OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Intangible liabilities | |||
Net | $ (4,349) | $ (1,070) | |
Future accretion of acquisition related intangible liabilities | |||
Net | (4,349) | (1,070) | |
Acquired Below-Market Leases | |||
Intangible liabilities | |||
Gross balance | (6,711) | (2,902) | |
Accumulated amortization | 2,362 | 1,832 | |
Net | $ (4,349) | $ (1,070) | |
Average useful life (in years) | 4 years | 5 years | |
Future accretion of acquisition related intangible liabilities | |||
2018 (Nine months ending December 31, 2018) | $ (1,477) | ||
2,019 | (1,540) | ||
2,020 | (751) | ||
2,021 | (347) | ||
2,022 | (234) | ||
Thereafter | 0 | ||
Net | (4,349) | $ (1,070) | |
Acquired Above-Market Leases | |||
Intangible assets | |||
Gross balance | 146 | 37 | |
Accumulated amortization | (12) | 0 | |
Net | $ 134 | $ 37 | |
Average useful life (in years) | 3 years | 7 years | |
Amortization | |||
Amortization expense | $ 12 | $ 3 | |
Future amortization of acquisition related intangible assets | |||
2018 (Nine months ending December 31, 2018) | 39 | ||
2,019 | 54 | ||
2,020 | 18 | ||
2,021 | 5 | ||
2,022 | 5 | ||
Thereafter | 13 | ||
Net | 134 | $ 37 | |
Acquired In-Place Leases | |||
Intangible assets | |||
Gross balance | 18,090 | 11,087 | |
Accumulated amortization | (8,612) | (7,700) | |
Net | $ 9,478 | $ 3,387 | |
Average useful life (in years) | 7 years | 9 years | |
Amortization | |||
Amortization expense | $ 912 | 216 | |
Future amortization of acquisition related intangible assets | |||
2018 (Nine months ending December 31, 2018) | 2,779 | ||
2,019 | 3,222 | ||
2,020 | 1,535 | ||
2,021 | 798 | ||
2,022 | 562 | ||
Thereafter | 582 | ||
Net | 9,478 | $ 3,387 | |
Trade Name and License | |||
Intangible assets | |||
Gross balance | 2,957 | 2,957 | |
Accumulated amortization | 0 | 0 | |
Net | 2,957 | 2,957 | |
Future amortization of acquisition related intangible assets | |||
Net | 2,957 | $ 2,957 | |
Tax Abatement | |||
Amortization | |||
Amortization expense | 0 | 138 | |
Rental and Other Property Operating Expenses | Acquired Below-Market Ground Lease | |||
Amortization | |||
Amortization expense | 0 | 35 | |
Rental and Other Property Income | Acquired Below-Market Leases | |||
Amortization | |||
Amortization expense | $ 713 | $ 419 |
DEBT - Schedule (Details)
DEBT - Schedule (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt | ||
Total Debt | $ 641,257,000 | $ 630,852,000 |
Mortgages Payable | ||
Debt | ||
Gross debt | 416,300,000 | 416,300,000 |
Deferred loan costs | (1,494,000) | (1,540,000) |
Total Debt | 414,806,000 | 414,760,000 |
Mortgage loan with a fixed interest of 4.14% per annum, due on July 1, 2026 | ||
Debt | ||
Gross debt | $ 370,300,000 | 370,300,000 |
Fixed interest rate | 4.14% | |
Amount of balance due on maturity | $ 370,300,000 | |
Mortgage loan with a fixed interest of 4.50% per annum, due on January 5, 2027 | ||
Debt | ||
Gross debt | $ 46,000,000 | 46,000,000 |
Fixed interest rate | 4.50% | |
Period of amortization schedule | 10 years | |
Amount of balance due on maturity | $ 42,008,000 | |
Secured Borrowings - Government Guaranteed Loans | ||
Debt | ||
Gross debt | 20,954,000 | 20,691,000 |
Premiums and discounts | 1,412,000 | 1,466,000 |
Total Debt | 22,366,000 | 22,157,000 |
Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 5.10% and 4.85% at March 31, 2018 and December 31, 2017, respectively. | ||
Debt | ||
Gross debt | $ 16,347,000 | $ 16,812,000 |
Weighted average rate | 5.10% | 4.85% |
Secured borrowing principal on SBA 7(a) loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 2.82% and 2.60% at March 31, 2018 and December 31, 2017, respectively. | ||
Debt | ||
Gross debt | $ 4,607,000 | $ 3,879,000 |
Weighted average rate | 2.82% | 2.60% |
Other Debt | ||
Debt | ||
Gross debt | $ 207,070,000 | $ 197,070,000 |
Total Debt | 204,085,000 | 193,935,000 |
Unsecured term loan facility | ||
Debt | ||
Gross debt | 170,000,000 | 170,000,000 |
Junior subordinated notes | ||
Debt | ||
Gross debt | 27,070,000 | 27,070,000 |
Premiums and discounts | $ (1,917,000) | (1,937,000) |
Junior subordinated notes | LIBOR | ||
Debt | ||
Interest rate margin | 3.25% | |
Unsecured credit facilities | ||
Debt | ||
Gross debt | $ 10,000,000 | 0 |
Unsecured term loan and credit facilities | ||
Debt | ||
Deferred loan costs | $ (1,068,000) | $ (1,198,000) |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Nov. 29, 2017USD ($) | Aug. 03, 2017USD ($) | Mar. 28, 2017USD ($) | Jun. 30, 2016USD ($)agreement | May 31, 2015USD ($) | Sep. 30, 2014USD ($)extension_option | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2017USD ($) | Aug. 13, 2015USD ($) |
Debt | ||||||||||
Deferred loan costs, gross | $ 3,843,000 | $ 3,843,000 | ||||||||
Deferred loan costs, accumulated amortization | 1,281,000 | 1,105,000 | ||||||||
Accrued interest and unused commitment fee payable | 1,981,000 | 2,098,000 | ||||||||
Unsecured credit facility entered into in September 2014 | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 850,000,000 | |||||||||
Number of extension options | extension_option | 2 | |||||||||
Line of credit facility extension option term | 1 year | |||||||||
Amount available for future borrowings | 190,000,000 | 200,000,000 | ||||||||
Extension fee | $ 300,000 | |||||||||
Unsecured credit facility entered into in September 2014, revolver | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 450,000,000 | 200,000,000 | ||||||||
Unsecured credit facility entered into in September 2014, revolver | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 0.20% | |||||||||
Unused commitment fee | 0.15% | |||||||||
Unsecured credit facility entered into in September 2014, revolver | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.00% | |||||||||
Unused commitment fee | 0.25% | |||||||||
Unsecured credit facility entered into in September 2014, revolver | LIBOR | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.20% | |||||||||
Unsecured credit facility entered into in September 2014, revolver | LIBOR | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 2.00% | |||||||||
Unsecured credit facility entered into in September 2014, term loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 325,000,000 | |||||||||
Unsecured credit facility entered into in September 2014, term loan | LIBOR | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.15% | |||||||||
Unsecured credit facility entered into in September 2014, term loan | LIBOR | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.95% | |||||||||
Unsecured credit facility entered into in September 2014, term loan | Base rate | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 0.15% | |||||||||
Unsecured credit facility entered into in September 2014, term loan | Base rate | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 0.95% | |||||||||
Unsecured credit facility entered into in September 2014, delayed-draw term loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 75,000,000 | |||||||||
Unused commitment fee | 0.25% | |||||||||
Mortgages Payable | ||||||||||
Debt | ||||||||||
Number of mortgage loan agreements entered into | agreement | 6 | |||||||||
Amount of loan | $ 392,000,000 | |||||||||
Gross debt | 416,300,000 | 416,300,000 | ||||||||
Unsecured credit facilities | ||||||||||
Debt | ||||||||||
Gross debt | 10,000,000 | 0 | ||||||||
Unsecured Term Loan Facility Entered Into May 2015 | ||||||||||
Debt | ||||||||||
Deferred loan costs, accumulated amortization | $ 512,000 | $ 193,000 | ||||||||
Maximum borrowing capacity | $ 385,000,000 | |||||||||
Unused commitment fee | 0.20% | |||||||||
Amount of loan | $ 170,000,000 | $ 170,000,000 | ||||||||
Interest rate | 3.26% | 2.96% | ||||||||
Repayments of debt | 150,000,000 | 65,000,000 | ||||||||
Write off of deferred loan costs | $ 1,387,000 | $ 601,000 | ||||||||
Unsecured Term Loan Facility Entered Into May 2015 | LIBOR | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.60% | |||||||||
Unsecured Term Loan Facility Entered Into May 2015 | LIBOR | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 2.25% | |||||||||
Unsecured Term Loan Facility Entered Into May 2015 | Base rate | Minimum | ||||||||||
Debt | ||||||||||
Interest rate margin | 0.60% | |||||||||
Unsecured Term Loan Facility Entered Into May 2015 | Base rate | Maximum | ||||||||||
Debt | ||||||||||
Interest rate margin | 1.25% | |||||||||
211 Main Street, San Francisco | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||
Debt | ||||||||||
Payment of mortgages payable | $ 25,331,000 | |||||||||
Mortgage prepayment penalty | $ 1,508,000 | |||||||||
Interest Rate Swap | ||||||||||
Debt | ||||||||||
Total notional amount | $ 385,000,000 | |||||||||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedges | ||||||||||
Debt | ||||||||||
Total notional amount | $ 170,000,000 | |||||||||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedges | Weighted Average | ||||||||||
Debt | ||||||||||
All-in rate | 3.16% | 3.16% |
DEBT - Schedule of Future Princ
DEBT - Schedule of Future Principal Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Future Principal Payments on Debt | |
2018 (Nine months ending December 31, 2018) | $ 10,555 |
2,019 | 770 |
2,020 | 805 |
2,021 | 842 |
2,022 | 171,560 |
Thereafter | 459,792 |
Total Debt | 644,324 |
Secured Borrowings Principal | |
Future Principal Payments on Debt | |
2018 (Nine months ending December 31, 2018) | 555 |
2,019 | 770 |
2,020 | 805 |
2,021 | 842 |
2,022 | 881 |
Thereafter | 17,101 |
Total Debt | 20,954 |
Mortgages Payable | |
Future Principal Payments on Debt | |
2018 (Nine months ending December 31, 2018) | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 679 |
Thereafter | 415,621 |
Total Debt | 416,300 |
Other Debt | |
Future Principal Payments on Debt | |
2018 (Nine months ending December 31, 2018) | 10,000 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 170,000 |
Thereafter | 27,070 |
Total Debt | $ 207,070 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Details) - Restricted share awards $ in Thousands | May 10, 2018shares | Mar. 06, 2015officershares | Jun. 30, 2017shares | May 31, 2016shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 06, 2015 | May 31, 2017 |
Share-based compensation plans | ||||||||
Unrecognized compensation expense | $ | $ 23 | |||||||
Independent Directors | ||||||||
Share-based compensation plans | ||||||||
Granted to each individual (in shares) | 3,195 | 3,392 | ||||||
Granted (in shares) | 9,585 | 10,176 | ||||||
Award vesting period | 1 year | 1 year | ||||||
Stock-based compensation expense | $ | 38 | $ 48 | ||||||
Executive Officers | ||||||||
Share-based compensation plans | ||||||||
Granted (in shares) | 2,000 | |||||||
Award vesting period | 2 years | |||||||
Stock-based compensation expense | $ | $ 0 | $ 1 | ||||||
Number of executive officers | officer | 2 | |||||||
Requisite service period | 2 years | |||||||
Executive Officers | Immediate | ||||||||
Share-based compensation plans | ||||||||
Award vesting percent | 33.33% | |||||||
Executive Officers | Vesting Within First Year | ||||||||
Share-based compensation plans | ||||||||
Award vesting percent | 33.33% | |||||||
Executive Officers | Vesting Within Second Year | ||||||||
Share-based compensation plans | ||||||||
Award vesting percent | 33.33% | |||||||
Subsequent Event | Independent Directors | ||||||||
Share-based compensation plans | ||||||||
Granted to each individual (in shares) | 3,378 | |||||||
Granted (in shares) | 10,134 | |||||||
Award vesting period | 1 year |
EARNINGS PER SHARE (''EPS'') (D
EARNINGS PER SHARE (''EPS'') (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net (loss) income available to common stockholders | $ (3,026) | $ 193,899 |
Redeemable preferred stock dividends declared on dilutive shares | 0 | 0 |
Numerator for dilutive net (loss) income available to common stockholders | $ (3,026) | $ 193,899 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 43,785,000 | 84,048,000 |
Effect of dilutive securities—contingently issuable shares and stock options (in shares) | 0 | 0 |
Diluted weighted average shares and common stock equivalents outstanding (in shares) | 43,785,000 | 84,048,000 |
Net (loss) income available to common stockholders per share: | ||
Basic (in usd per share) | $ (0.07) | $ 2.31 |
Diluted (in usd per share) | $ (0.07) | $ 2.31 |
Series L Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Preferred stock outstanding (in shares) | 0 |
REDEEMABLE PREFERRED STOCK - Na
REDEEMABLE PREFERRED STOCK - Narrative (Details) - USD ($) | Nov. 21, 2017 | Jul. 01, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||
Preferred stock redemption, trading days prior to redemption | 20 days | ||||||
Costs specifically identifiable to the offering | $ 3,322,000 | ||||||
Non issuance specific costs | 4,013,000 | ||||||
Deferred rent receivable reclassified to temporary equity | $ 3,302,000 | ||||||
Accumulated cash dividends | $ 3,152,000 | $ 0 | |||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock redemption, trading days prior to redemption | 20 days | ||||||
Proceeds from issuance of preferred stock | 41,736,000 | ||||||
Costs specifically identifiable to the offering | 3,262,000 | ||||||
Deferred rent receivable reclassified to temporary equity | $ 186,000 | ||||||
Number of shares redeemed | 2,945 | ||||||
Cumulative dividend rate | 5.50% | ||||||
Dividend per share per year (in usd per share) | $ 0.34375 | ||||||
Preferred stock, shares issued (in shares) | 1,533,088 | 1,533,088 | 1,533,088 | 1,225,734 | |||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, liquidation preference per share (in usd per share) | $ 25 | $ 25 | $ 25 | $ 25 | |||
Series A Preferred Unit | |||||||
Class of Stock [Line Items] | |||||||
Units issued (in shares) | 1,677,786 | 1,677,786 | 1,677,786 | ||||
Proceeds from issuance of preferred stock and warrants | $ 41,945,000 | ||||||
Warrant | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from issuance of warrants | 209,000 | ||||||
Costs specifically identifiable to the offering | 60,000 | ||||||
Deferred rent receivable reclassified to temporary equity | $ 1,000 | ||||||
Series L Preferred Unit | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 808,074 | ||||||
Series L Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from issuance of preferred stock and warrants | $ 229,251,000 | ||||||
Costs specifically identifiable to the offering | 15,928,000 | ||||||
Non issuance specific costs | $ 2,532,000 | ||||||
Number of shares redeemed | 0 | ||||||
Cumulative dividend rate | 5.50% | ||||||
Dividend per share per year (in usd per share) | $ 1.56035 | ||||||
Preferred stock, shares issued (in shares) | 8,080,740 | 8,080,740 | 8,080,740 | 8,080,740 | 8,080,740 | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, liquidation preference per share (in usd per share) | $ 28.37 | $ 28.37 | $ 28.37 | $ 28.37 | |||
Preferred stock discount | $ 2,946,000 | ||||||
Failure to declare or pay distributions, temporary increase per year | 1.00% | ||||||
Failure to declare or pay distributions, temporary increase per year, maximum increase | 8.50% | ||||||
Accumulated cash dividends | $ 3,152,000 | $ 4,588,000 | |||||
Minimum Fixed Charge Coverage Ratio | 125.00% | ||||||
Registration Statement | |||||||
Class of Stock [Line Items] | |||||||
Maximum amount of offering | $ 900,000,000 | ||||||
Warrant right to purchase a share of Common Stock (in shares) | 0.25 | ||||||
Maximum number of units in offering (in shares) | 36,000,000 | ||||||
Registration Statement | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Redeemable preferred stock, par value (in usd per share) | $ 0.001 | ||||||
Preferred stock, stated value (in usd per share) | $ 25 | ||||||
Registration Statement | Series L Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares per unit | 10 | ||||||
Preferred stock, par value (in usd per share) | $ 0.001 | ||||||
Preferred stock, liquidation preference per share (in usd per share) | $ 28.37 | ||||||
Preferred Stock, Redemption Period, Year Two | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, redemption fee | 13.00% | ||||||
Preferred Stock, Redemption Period, After Year Two, Before Year Five | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, redemption fee | 10.00% | ||||||
Preferred Stock, Redemption Period, After Year Five | Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, redemption fee | 0.00% |
REDEEMABLE PREFERRED STOCK - Di
REDEEMABLE PREFERRED STOCK - Dividends Declared (Details) - USD ($) $ in Thousands | Mar. 06, 2018 | Mar. 08, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Class of Stock [Line Items] | ||||
Aggregate dividends declared | $ 493 | $ 31 | ||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Series A Preferred Stock outstanding (in shares) | 1,674,841 | 144,698 | ||
Aggregate dividends declared | $ 493 | $ 31 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2018 | Jan. 11, 2018 | Dec. 18, 2017 | Mar. 08, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Dividends Payable [Line Items] | ||||||
Payments of special dividends | $ 1,575 | $ 0 | ||||
Common Stock | ||||||
Dividends Payable [Line Items] | ||||||
Dividends per common share (in usd per share) | $ 0.125 | $ 0.21875 | ||||
Common Stock, Excluding Private Repurchase Participants | ||||||
Dividends Payable [Line Items] | ||||||
Dividends per common share (in usd per share) | $ 0.73 | |||||
Payments of special dividends | $ 1,575 |
STOCKHOLDERS' EQUITY - Share Re
STOCKHOLDERS' EQUITY - Share Repurchases (Details) - Urban Partners II, LLC - December 2017 Share Repurchase - Common Stock $ / shares in Units, $ in Thousands | Dec. 18, 2017USD ($)$ / sharesshares |
Equity, Class of Treasury Stock [Line Items] | |
Stock repurchased and retired (in shares) | shares | 14,090,909 |
Stock repurchased and retired | $ | $ 310,000 |
Stock repurchased and retired (in usd per share) | $ / shares | $ 22 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 21 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Jul. 01, 2016 | |
Registration statement | ||||
Warrants issued (in shares) | 1,677,786 | 1,677,786 | ||
Net proceeds from issuance of warrants | $ 17 | $ 4 | $ 148 | |
Registration Statement | ||||
Registration statement | ||||
Warrant right to purchase a share of Common Stock (in shares) | 0.25 | |||
Premium of the exercise price of the warrant as a percent to net asset value of common stock | 15.00% |
DERIVATIVE FINANCIAL INSTRUME66
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) | Nov. 29, 2017USD ($)swap | Aug. 03, 2017USD ($)swap | Aug. 13, 2015USD ($)swap |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | |||
Number of swaps terminated | swap | 4 | 3 | |
Notional amount of terminated swaps | $ 150,000,000 | $ 65,000,000 | |
Payment of derivative fees and accrued interest | 38,000 | ||
Termination payments, net of fees | 1,011,000 | ||
Unsecured Term Loan Facility Entered Into May 2015 | |||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | |||
Repayments of debt | $ 150,000,000 | $ 65,000,000 | |
Interest Rate Swap | |||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | |||
Number of interest rate swaps | swap | 10 | ||
Total notional amount | $ 385,000,000 |
DERIVATIVE FINANCIAL INSTRUME67
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Interest Rate Swap (Details) - Interest Rate Swap $ in Thousands | Mar. 31, 2018USD ($) | Dec. 31, 2017 | Nov. 02, 2015swap | Aug. 13, 2015USD ($)swap |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ||||
Number of interest rate swaps | swap | 10 | |||
Total notional amount | $ | $ 385,000 | |||
Designated as Hedging Instrument | Cash Flow Hedges | ||||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ||||
Number of interest rate swaps | swap | 3 | |||
Total notional amount | $ | $ 170,000 | |||
Designated as Hedging Instrument | Minimum | Cash Flow Hedges | ||||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ||||
Fixed rates | 1.562% | |||
Designated as Hedging Instrument | Maximum | Cash Flow Hedges | ||||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ||||
Fixed rates | 1.565% | |||
Designated as Hedging Instrument | Weighted Average | Cash Flow Hedges | ||||
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ||||
Fixed rates | 1.563% | 1.563% | ||
Credit spread rate | 1.60% | 1.60% | ||
All-in rate | 3.16% | 3.16% |
DERIVATIVE FINANCIAL INSTRUME68
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 626,705 | $ 966,589 |
Ending balance | 624,485 | 1,143,712 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 1,631 | (509) |
Other comprehensive income before reclassifications | 1,199 | 794 |
Amounts reclassified from accumulated other comprehensive income (loss) | (16) | 758 |
Net current period other comprehensive income | 1,183 | 1,552 |
Ending balance | 2,814 | $ 1,043 |
Cash Flow Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Amount of derivatives reclassified out of AOCI | $ 551 |
FAIR VALUE OF FINANCIAL INSTR69
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other assets | Fair Value, Measurements, Recurring | Interest rate swaps | Level 2 | ||
Fair value of financial instruments | ||
Derivative assets | $ 2,814 | $ 1,631 |
FAIR VALUE OF FINANCIAL INSTR70
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Liabilities: | ||
Mortgages payable | $ 414,806 | $ 414,760 |
Junior subordinated notes | 25,153 | 25,133 |
Carrying Amount | Loans receivable subject to credit risk | ||
Assets: | ||
Loans receivable | 48,747 | 58,904 |
Carrying Amount | SBA 7(a) loans receivable, subject to secured borrowings | ||
Assets: | ||
Loans receivable | 21,944 | 21,728 |
Carrying Amount | Commercial mortgage loans | ||
Assets: | ||
Loans receivable | 0 | 424 |
Fair Value, Measurements, Nonrecurring | Estimated Fair Value | Level 3 | ||
Liabilities: | ||
Mortgages payable | 407,997 | 413,819 |
Junior subordinated notes | 24,308 | 24,162 |
Fair Value, Measurements, Nonrecurring | Estimated Fair Value | Level 3 | Loans receivable subject to credit risk | ||
Assets: | ||
Loans receivable | 50,412 | 61,277 |
Fair Value, Measurements, Nonrecurring | Estimated Fair Value | Level 3 | SBA 7(a) loans receivable, subject to secured borrowings | ||
Assets: | ||
Loans receivable | 22,366 | 22,157 |
Fair Value, Measurements, Nonrecurring | Estimated Fair Value | Level 3 | Commercial mortgage loans | ||
Assets: | ||
Loans receivable | $ 0 | $ 424 |
FAIR VALUE OF FINANCIAL INSTR71
FAIR VALUE OF FINANCIAL INSTRUMENTS - Unobservable Inputs (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Mortgages Payable | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, discount rate | 4.46% | 4.15% |
Mortgages Payable | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, discount rate | 4.49% | 4.28% |
Junior Subordinated Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, discount rate | 6.56% | 5.94% |
Loans Receivable Subject to Credit Risk | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, discount rate | 6.75% | 6.25% |
Fair value inputs, prepayment rates | 7.30% | 7.30% |
Loans Receivable Subject to Credit Risk | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, discount rate | 9.25% | 9.00% |
Fair value inputs, prepayment rates | 17.50% | 17.50% |
SBA 7(a) Loans Receivable, Subject to Secured Borrowings | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, prepayment rates | 15.50% | 15.50% |
SBA 7(a) Loans Receivable, Subject to Secured Borrowings | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs, prepayment rates | 17.50% | 17.50% |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) | Oct. 01, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Mar. 11, 2014 |
Related-party transactions | |||||
Due to related parties | $ 9,640,000 | $ 8,814,000 | |||
Wholesaling agreement, percent of selling price fee per share | 2.75% | ||||
CIM Urban REIT Management, L.P. | 0 - 500,000,000 | |||||
Related-party transactions | |||||
Quarterly fee percentage | 0.25% | ||||
CIM Urban REIT Management, L.P. | 0 - 500,000,000 | Minimum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 0 | ||||
CIM Urban REIT Management, L.P. | 0 - 500,000,000 | Maximum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 500,000,000 | ||||
CIM Urban REIT Management, L.P. | 500,000,000 - 1,000,000,000 | |||||
Related-party transactions | |||||
Quarterly fee percentage | 0.2375% | ||||
CIM Urban REIT Management, L.P. | 500,000,000 - 1,000,000,000 | Minimum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 500,000,000 | ||||
CIM Urban REIT Management, L.P. | 500,000,000 - 1,000,000,000 | Maximum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 1,000,000,000 | ||||
CIM Urban REIT Management, L.P. | 1,000,000,000 - 1,500,000,000 | |||||
Related-party transactions | |||||
Quarterly fee percentage | 0.225% | ||||
CIM Urban REIT Management, L.P. | 1,000,000,000 - 1,500,000,000 | Minimum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 1,000,000,000 | ||||
CIM Urban REIT Management, L.P. | 1,000,000,000 - 1,500,000,000 | Maximum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 1,500,000,000 | ||||
CIM Urban REIT Management, L.P. | 1,500,000,000 - 4,000,000,000 | |||||
Related-party transactions | |||||
Quarterly fee percentage | 0.2125% | ||||
CIM Urban REIT Management, L.P. | 1,500,000,000 - 4,000,000,000 | Minimum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 1,500,000,000 | ||||
CIM Urban REIT Management, L.P. | 1,500,000,000 - 4,000,000,000 | Maximum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 4,000,000,000 | ||||
CIM Urban REIT Management, L.P. | 4,000,000,000 - 20,000,000,000 | |||||
Related-party transactions | |||||
Quarterly fee percentage | 0.10% | ||||
CIM Urban REIT Management, L.P. | 4,000,000,000 - 20,000,000,000 | Minimum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | $ 4,000,000,000 | ||||
CIM Urban REIT Management, L.P. | 4,000,000,000 - 20,000,000,000 | Maximum | |||||
Related-party transactions | |||||
Daily average adjusted fair value of investments | 20,000,000,000 | ||||
CIM Urban REIT Management, L.P. | Asset Management Fees | |||||
Related-party transactions | |||||
Fees | 4,415,000 | $ 6,414,000 | |||
Due to related parties | 4,452,000 | 4,714,000 | |||
CIM Urban REIT Management, L.P. | Property Management Fees | |||||
Related-party transactions | |||||
Fees | 1,122,000 | 1,432,000 | |||
CIM Management Entities | |||||
Related-party transactions | |||||
Due to related parties | 2,669,000 | 2,986,000 | |||
CIM Management Entities | Personnel Fees | |||||
Related-party transactions | |||||
Fees | 1,734,000 | 2,130,000 | |||
CIM Management Entities | Lease Commission Fees | |||||
Related-party transactions | |||||
Fees | 189,000 | 161,000 | |||
CIM Management Entities | Construction Management Fees | |||||
Related-party transactions | |||||
Fees | 355,000 | 184,000 | |||
CIM Management Entities And Related Parties | |||||
Related-party transactions | |||||
Due from related parties | 901,000 | 849,000 | |||
CIM Service Provider, LLC | Base Service Fee | |||||
Related-party transactions | |||||
Fees | 270,000 | 265,000 | |||
Fees payable per year under agreement | $ 1,000,000 | ||||
CIM Service Provider, LLC | Master Services Agreement | |||||
Related-party transactions | |||||
Due to related parties | 2,306,000 | $ 1,963,000 | |||
Compensation expensed for performing other services | 858,000 | 1,062,000 | |||
CIM SBA Staffing, LLC | Personnel Fees | |||||
Related-party transactions | |||||
Due to related parties | 1,114,000 | ||||
Deferred personnel costs | 48,000 | 44,000 | |||
CIM SBA Staffing, LLC | Expenses Related to Lending Segment Subject to Reimbursement | |||||
Related-party transactions | |||||
Fees | 601,000 | 844,000 | |||
CIM SBA Staffing, LLC | Expenses Related to Corporate Services Subject to Reimbursement | |||||
Related-party transactions | |||||
Fees | 67,000 | 115,000 | |||
CIM Management Entities Affiliate | |||||
Related-party transactions | |||||
Lease renewal term | 5 years | ||||
Rental and other property income | $ 27,000 | $ 27,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2017USD ($) | Mar. 31, 2018USD ($)officer | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Commitments and contingencies | ||||
Outstanding loan commitments to fund loans | $ 23,362 | |||
Future obligations under leases to fund tenant improvements and other future construction obligation | 22,952 | |||
Restricted cash | 30,311 | $ 27,775 | $ 27,008 | |
Property sold | ||||
Commitments and contingencies | ||||
Rent expense | 0 | 438 | ||
Office Space in Dallas, Texas | ||||
Commitments and contingencies | ||||
Rent expense | 55 | $ 56 | ||
Minimum lease payments for remainder of fiscal year | 190 | |||
Minimum lease payments for year ended December 31, 2019 | $ 106 | |||
Employment agreements | Executive Officers | ||||
Commitments and contingencies | ||||
Number of officers covered under employment agreement | officer | 2 | |||
Multiplier used for the calculation of payments in the event of death of employee | 2 | |||
Multiplier used for the calculation of payments in the event of disability to employee | 1 | |||
Restricted Cash for Tenant Improvements | ||||
Commitments and contingencies | ||||
Restricted cash | $ 14,389 | |||
City and County of San Francisco Real Property Transfer Tax Case | Pending Litigation | ||||
Commitments and contingencies | ||||
Payment for penalties, interest and legal fees | $ 11,845 |
FUTURE MINIMUM LEASE RENTALS (D
FUTURE MINIMUM LEASE RENTALS (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Future minimum lease rentals | |
2018 (Nine months ending December 31, 2018) | $ 96,391 |
2,019 | 128,231 |
2,020 | 114,790 |
2,021 | 89,149 |
2,022 | 73,423 |
Thereafter | 195,027 |
Total | 697,011 |
Governmental Tenants | |
Future minimum lease rentals | |
2018 (Nine months ending December 31, 2018) | 27,500 |
2,019 | 35,174 |
2,020 | 32,975 |
2,021 | 22,451 |
2,022 | 11,221 |
Thereafter | 40,318 |
Total | 169,639 |
Other Tenants | |
Future minimum lease rentals | |
2018 (Nine months ending December 31, 2018) | 68,891 |
2,019 | 93,057 |
2,020 | 81,815 |
2,021 | 66,698 |
2,022 | 62,202 |
Thereafter | 154,709 |
Total | $ 527,372 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)propertystate | Mar. 31, 2017 | Dec. 31, 2017USD ($)propertystate | |
Concentrations | |||
Number of states in which properties are owned | state | 2 | 2 | |
Office properties | |||
Concentrations | |||
Number of real estate properties owned | 16 | 15 | |
Hotel properties | |||
Concentrations | |||
Number of real estate properties owned | 1 | 1 | |
Parking garages | |||
Concentrations | |||
Number of real estate properties owned | 2 | 2 | |
Development site | |||
Concentrations | |||
Number of real estate properties owned | 2 | 2 | |
Parking lot | |||
Concentrations | |||
Number of real estate properties owned | 1 | 1 | |
Revenues | Tenant Revenue Concentrations | Governmental Tenants | |||
Concentrations | |||
Concentration risk, percent | 19.90% | 19.50% | |
Amount due from Governmental Tenants | $ | $ 5,022 | $ 5,130 | |
Revenues | Geographical concentrations | |||
Concentrations | |||
Concentration risk, percent | 100.00% | 100.00% | |
Revenues | Geographical concentrations | California | |||
Concentrations | |||
Concentration risk, percent | 76.60% | 63.20% | |
Revenues | Geographical concentrations | Washington, D.C. | |||
Concentrations | |||
Concentration risk, percent | 19.90% | 20.80% | |
Revenues | Geographical concentrations | Texas | |||
Concentrations | |||
Concentration risk, percent | 3.50% | 7.80% | |
Revenues | Geographical concentrations | North Carolina | |||
Concentrations | |||
Concentration risk, percent | 0.00% | 6.20% | |
Revenues | Geographical concentrations | New York | |||
Concentrations | |||
Concentration risk, percent | 0.00% | 2.00% | |
Real Estate Investments | Geographical concentrations | |||
Concentrations | |||
Concentration risk, percent | 100.00% | 100.00% | |
Real Estate Investments | Geographical concentrations | California | |||
Concentrations | |||
Concentration risk, percent | 70.70% | 66.40% | |
Real Estate Investments | Geographical concentrations | Washington, D.C. | |||
Concentrations | |||
Concentration risk, percent | 27.20% | 31.20% | |
Real Estate Investments | Geographical concentrations | Texas | |||
Concentrations | |||
Concentration risk, percent | 2.10% | 2.40% |
SEGMENT DISCLOSURE - Operating
SEGMENT DISCLOSURE - Operating Income (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)property | Mar. 31, 2017USD ($)property | |
Segment Reporting [Abstract] | ||
Number of types of commercial real estate properties | property | 2 | 3 |
Segment disclosure | ||
Revenues | $ 48,398 | $ 66,949 |
Expenses: | ||
Interest expense | 6,633 | 9,773 |
General and administrative | 3,376 | 1,679 |
EXPENSES | 47,388 | 60,356 |
Segment net operating income | 1,010 | 194,327 |
Reportable segments | ||
Expenses: | ||
Segment net operating income | 28,225 | 42,115 |
Reportable segments | Office | ||
Segment disclosure | ||
Revenues | 34,916 | 49,093 |
Expenses: | ||
Operating | 11,487 | 13,753 |
General and administrative | 881 | 288 |
EXPENSES | 12,368 | 14,041 |
Segment net operating income | 22,548 | 35,052 |
Reportable segments | Hotel | ||
Segment disclosure | ||
Revenues | 10,491 | 10,518 |
Expenses: | ||
Operating | 6,533 | 6,439 |
General and administrative | 18 | 4 |
EXPENSES | 6,551 | 6,443 |
Segment net operating income | 3,940 | 4,075 |
Reportable segments | Multi-family | ||
Segment disclosure | ||
Revenues | 0 | 5,003 |
Expenses: | ||
Operating | 0 | 2,768 |
General and administrative | 0 | 229 |
EXPENSES | 0 | 2,997 |
Segment net operating income | 0 | 2,006 |
Reportable segments | Lending | ||
Segment disclosure | ||
Revenues | 2,991 | 2,335 |
Expenses: | ||
Interest expense | 184 | 142 |
Fees to related party | 601 | 844 |
General and administrative | 469 | 367 |
EXPENSES | 1,254 | 1,353 |
Segment net operating income | $ 1,737 | $ 982 |
SEGMENT DISCLOSURE - Reconcilia
SEGMENT DISCLOSURE - Reconciliation Of Segment Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment disclosure | ||
Asset management and other fees to related parties | $ (6,211) | $ (8,700) |
Interest expense | (6,633) | (9,773) |
General and administrative | (3,376) | (1,679) |
Transaction costs | 0 | (13) |
Depreciation and amortization | (13,148) | (17,231) |
Gain on sale of real estate | 0 | 187,734 |
Total segment net operating income | 1,010 | 194,327 |
Provision for income taxes | (388) | (392) |
NET INCOME | 622 | 193,935 |
Net income attributable to noncontrolling interests | (4) | (5) |
NET INCOME ATTRIBUTABLE TO THE COMPANY | 618 | 193,930 |
Reportable segments | ||
Segment disclosure | ||
Total segment net operating income | 28,225 | 42,115 |
Corporate and Reconciling Items | ||
Segment disclosure | ||
Asset management and other fees to related parties | (5,610) | (7,856) |
Interest expense | (6,449) | (9,631) |
General and administrative | (2,008) | (791) |
Transaction costs | 0 | (13) |
Depreciation and amortization | (13,148) | (17,231) |
Gain on sale of real estate | $ 0 | $ 187,734 |
SEGMENT DISCLOSURE - Assets and
SEGMENT DISCLOSURE - Assets and Capital Expenditures and Loan Originations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment disclosure | |||
Total assets | $ 1,357,984 | $ 1,336,388 | |
Total capital expenditures | 9,191 | $ 6,981 | |
Loan originations | 11,641 | 8,404 | |
Total capital expenditures and loan originations | 20,832 | 15,385 | |
Reportable segments | Office | |||
Segment disclosure | |||
Total assets | 1,138,818 | 997,808 | |
Total capital expenditures | 8,710 | 6,805 | |
Reportable segments | Hotel | |||
Segment disclosure | |||
Total assets | 109,617 | 107,790 | |
Total capital expenditures | 481 | 46 | |
Reportable segments | Multi-family | |||
Segment disclosure | |||
Total assets | 0 | 815 | |
Total capital expenditures | 0 | $ 130 | |
Reportable segments | Lending | |||
Segment disclosure | |||
Total assets | 93,947 | 92,919 | |
Non-segment | |||
Segment disclosure | |||
Total assets | $ 15,602 | $ 137,056 |