UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

 

For the fiscal year ended December 31, 2019

OR

 

For the transition period from                     to                    

Commission File Number: 001‑36892

JERNIGAN CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Maryland		47‑1978772
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
6410 Poplar Avenue, Suite 650
Memphis, Tennessee		38119
(Address of principal executive offices)		(Zip Code)

 

(901) 567‑9510

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		JCAP		New York Stock Exchange
7.00% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value		JCAP PR B		New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐       No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐       No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒       No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐       No ☒

As of June 30, 2019 the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $434,182,415, based on the closing sales price per share of $20.50 as reported on the New York Stock Exchange.

On February 26, 2020, the registrant had a total of 23,273,785 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the 2019 annual meeting of stockholders scheduled to be held on or about April 28, 2020 are incorporated by reference into Part III of this annual report on Form 10‑K. The registrant expects to file its Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, 2019.

 

 

 

TABLE OF CONTENTS

 

FORWARD LOOKING STATEMENTS

We make statements in this Annual Report on Form 10‑K that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements about our estimates, expectations, predictions and forecasts of our future business plans and financial and operating performance and/or results, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual financial and operating results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such differences are described in the section entitled “Risk Factors” in this report and in other documents that we file from time to time with the Securities and Exchange Commission (“SEC”), which factors include, without limitation, the following:

 

Given these uncertainties, undue reliance should not be placed on our forward-looking statements. We assume no duty or responsibility to publicly update or revise any forward-looking statement that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. We urge you to review the disclosures concerning risks in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report and in other filings we make with the SEC from time to time.

The following description of the business of Jernigan Capital, Inc. should be read in conjunction with the information included elsewhere in this annual report on Form 10‑K for the year ended December 31, 2019 (“report”). Unless the context indicates otherwise, references to “Jernigan Capital,” “we,” “the Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Jernigan Capital, Inc.; “Operating Company” refers to Jernigan Capital Operating Company, LLC, a Delaware limited liability company; and “our Manager” refers to JCAP Advisors, LLC, a Florida limited liability company.

PART I

ITEM 1. BUSINESS

General

We are a commercial real estate company that invests primarily in new or recently-constructed and opened self-storage facilities located predominately in dense urban submarkets within the top 50 United States metropolitan statistical areas (“MSAs”). Facilities in which we invest are largely vertical (three to ten floors), 100% climate controlled and technologically adapted buildings, which we call Generation V facilities. These facilities are located in submarkets with demographic profiles and competitive positions that management believes will support successful lease-up of such facilities and value creation for our stockholders. Our investments include wholly-owned self-storage facilities as well as mortgage loans typically coupled with equity interests.

Our principal business objective is to deliver attractive risk-adjusted returns by investing in new Generation V self-storage facilities primarily in urban submarkets. A majority of our investments to date have been first mortgage loans to finance ground-up construction of and conversion of existing buildings into new Generation V self-storage facilities. These investments, which we refer to as “development property investments,” are typically structured as loans equal to between 90% and 97% of facility costs (including land, pre-development and other “soft” costs, hard construction costs, fees and interest and operating reserves). We receive a fixed rate of interest on loaned amounts and up to a 49.9% interest in the positive cash flows from operations, sales and/or refinancings of self-storage facilities, which we refer to as “Profits Interest”. We also typically receive a right of first refusal (“ROFR”) to acquire the self-storage facility upon sale.

Additionally, in March 2018 we closed a bridge financing investment consisting of five separate loans with an aggregate commitment amount of $83.3 million secured by first mortgages with equity participations and ROFRs on five self-storage properties in the Miami, Florida MSA that are in lease-up. We refer to this investment herein as a “Bridge Investment.” On September 17, 2019, we acquired 100% of the membership interests in the limited liability companies that own the underlying self-storage facilities of these Bridge Investments, and we now wholly own and consolidate these properties in the accompanying consolidated financial statements and no longer have any bridge investments outstanding.

 

Our primary strategy moving forward is to continue to acquire 100% ownership of a majority of the self-storage facilities that we have financed either through the exercise of ROFRs or through privately negotiated transactions with our investment counterparties, subject to acquisition prices being consistent with our investment objective to create long-term value for our stockholders. As of December 31, 2019, we owned 100% of the membership interests in the LLCs that own fifteen facilities and fully consolidate these facilities in the accompanying consolidated financial statements. Subsequent to December 31, 2019, we acquired 100% of the membership interests in the LLCs that own nine additional self-storage facilities.

 

We account for our development property investments and bridge investments (prior to the acquisition discussed above) at fair value, with appreciation and depreciation in the value of these investments being reflected in the carrying value of the assets and in the determination of net income. In determining fair value, we re-value each development property investment and bridge investment each quarter, which re-valuation includes an analysis of the current value of any Profits Interest associated with the investment. We believe that carrying our assets at fair value and reflecting appreciation and depreciation in our earnings provide our stockholders and others who rely on our financial statements with a more complete and accurate understanding of our financial condition and economic performance, including revenues and the creation of value through our Profits Interests as self-storage facilities we finance are constructed, leased-up and become stabilized.

 

We have historically funded our on-balance sheet investments with (i) proceeds from sales of our securities, including sales of our common stock in follow-on offerings and pursuant to our common stock at-the-market equity offering program (the “ATM Program”), (ii) funds from secured indebtedness, including borrowings under our revolving credit facility with KeyBanc Capital Markets, Inc., as lead arranger and the other lenders party thereto (the “Credit Facility”) and term loans on individual properties, and (iii) net proceeds from the monetization of existing development property investments. We have also used proceeds from the sale of senior participations and the sale of our Series A

Preferred Stock (the “Series A Preferred Stock”) pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) between us and funds managed by Highland Capital Management, L.P., pursuant to which we issued $125 million of Series A Preferred Stock and the sale of our Series B Preferred Stock (the “Series B Preferred Stock”). We also have an effective shelf registration statement on Form S-3 on file with the SEC registering the future sale from time to time of up to $500.0 million of our securities. We have an ATM Program pursuant to which we may issue up to $100 million in shares of our common stock. As of the date of this Annual Report on Form 10-K, we have approximately $80.9 million available for issuance under our ATM Program. As of December 31, 2019, we have remaining unfunded commitments under our development investments of approximately $136.1 million, including non-cash interest reserves of approximately $30.3 million. As of December 31, 2019, we have $3.3 million of cash on hand and $73.0 million of remaining capacity under our Credit Facility, assuming we are able to access the full borrowing base availability. In addition, we have a $165.0 million accordion feature under our Credit Facility, which is subject to various conditions, including obtaining commitments from lenders for the additional amounts. We may also use any combination of the following additional capital sources to fund capital needs:

 

 

However, we can provide no assurances that we will have access to all of the sources noted above.

 

On March 7, 2016, we, through our Operating Company, entered into the Limited Liability Company Agreement (the “JV Agreement”) of Storage Lenders LLC, a Delaware limited liability company, to form a real estate venture (the “SL1 Venture”) with HVP III Storage Lenders Investor, LLC (“HVP III”), an investment vehicle managed by Heitman Capital Management LLC (“Heitman”). The SL1 Venture was formed for the purpose of providing capital to developers of self-storage facilities identified and underwritten by us. Upon formation, HVP III committed $110.0 million for a 90% interest in the SL1 Venture, and we committed $12.2 million for a 10% interest. On March 31, 2016, we contributed to the SL1 Venture three self-storage development investments with an aggregate commitment amount of $41.9 million. As of December 31, 2018, the SL1 Venture had closed on eight additional development property investments with a Profits Interest with an aggregate commitment amount of approximately $81.4 million, bringing the total aggregate commitment of SL1 Venture’s investments to $123.3 million. In January 2019, the SL1 Venture acquired the 50.1% equity interests of its developer partners in the LLCs that own the Jacksonville, Atlanta 1, Atlanta 2, and Denver development properties. In November 2019, the SL1 Venture acquired the 50.1% equity interests of its developer partner in the LLC that owns the Raleigh development property. The SLI Venture now owns 100% of the membership interests in the LLCs that own these five facilities.

 

Prior to February 20, 2020, we were externally managed and advised by JCAP Advisors, LLC (the “Manager”). The Manager was led by our founder and former Executive Chairman, Dean Jernigan, our Chief Executive Officer (“CEO”), John A. Good, and our President and Chief Investment Officer (“CIO”), Jonathan Perry. On February 20, 2020, our common stockholders voted to approve the internalization of management pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) dated as of December 16, 2019. Later on February 20, 2020, we closed the internalization described in the Purchase Agreement, resulting, among other things, in the Operating Company acquiring substantially all of the operating assets and liabilities of the Manager and each of the employees of the Manager became an employee of the Company. As of February 20, 2020, we are an internally advised REIT.

 

We are a Maryland corporation that was organized on October 1, 2014 and has elected to be taxed as a REIT under the Internal Revenue Code of 1986, (“the Code”) as amended. As a REIT, we generally will not be subject to U.S. federal income taxes on our taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains, to the extent that we annually distribute all of our REIT taxable income to stockholders and comply with certain other requirements for qualification as a REIT set forth in the Code. We are structured as an UPREIT and conduct our investment activities through our Operating Company. We also intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940 (“the 1940 Act”).

 

Internalization

 

On December 16, 2019, the Company, the Operating Company, the Manager, Dean Jernigan, John A. Good and Jonathan Perry entered into a Purchase Agreement providing for the acquisition by the Operating Company of substantially all of the operating assets and liabilities of the Manager (the “Internalization”). A special committee of the Board, consisting solely of all of the independent and disinterested directors (the “Special Committee”), negotiated the terms of the Internalization on behalf of the Company and the Operating Company. The Purchase Agreement and the Internalization were unanimously approved by the Special Committee, and, upon recommendation by the Special

Committee, by the Company’s Board of Directors. On February 20, 2020, the Company held a special meeting of common stockholders, at which the Company’s common stockholders approved the proposal necessary for the completion of the Internalization.

On February 20, 2020, the Company completed the Internalization pursuant to the Purchase Agreement, and the Operating Company issued to the Manager 1,794,872 common units of limited liability company interest in the Operating Company (“OC Units”). In addition, if either (a) the Company’s common stock trades at or above a daily volume weighted average price of $25.00 per share for at least 30 days during any 365-day period prior to December 31, 2024 or (b) there is a change of control of the Company (as defined in the Purchase Agreement) prior to December 31, 2024 that is approved by the Company’s board of directors and the common stockholders of the Company, the Operating Company will issue an additional 769,231 Common OC Units (the “Earn Out Units”) to the Manager. The OC Units issued in the Internalization are Class B OC Units, so the initial distributions payable on the OC Units issued in the Internalization will be prorated for the number of days during the initial distribution period that such OC Units are outstanding. The Class B Common OC Units are otherwise identical to Class A OC Units and will automatically convert to Class A OC Units following the initial distribution period.

Upon completion of the Internalization, the Company’s current employees, who were previously employed by our former Manager, became employed by the Company and the functions previously performed by the Manager were internalized by the Company. As an internally managed company, the Company will no longer pay the Manager any fees or expense reimbursements arising from the Management Agreement.

 

Investment Strategy

 

We target investments in newly developed self-storage facilities primarily in the top 50 United States MSAs as delineated by the U.S. Office of Management and Budget. We believe these markets are more likely to produce higher long-term investment returns to our stockholders because:

 

 

We seek to directly originate and structure our target investments utilizing the contacts and self-storage knowledge and experience of our management team, which enables us to: (1) originate broad and adaptable investments that meet the specific needs of our customers and meet our requirements for qualification as a REIT and exclusion from the definition of an investment company under the 1940 Act; (2) have direct access to project developers and enhance our underwriting, structuring and due diligence processes; (3) provide meaningful insight to our customers’ pro forma capital structures, construction budgets, projections and operational decisions; (4) earn structuring and origination fees; and (5) purchase interests of developers in off-market transactions at attractive prices. We believe that our industry knowledge and direct, active engagement with project developers allow us to better monitor investment performance and reduce the risk of loss of principal on our investments.

 

We often purchase developers’ interests in the development properties in which we have co-invested. Generally, our development property investment documents require that self-storage facilities we finance be operated for two years following opening before the developers can market and sell such facilities to third parties; however, during that two-year timeframe,  our developer partners may seek to sell their interests to us. At such time, we are free to accept, reject and/or negotiate any such offer. We have not typically initiated these transactions; rather, such a buy-out transaction is usually initiated by the developer. To date, developers of 24 projects have sold their interests to us in such privately negotiated transactions. 

 

In addition, we possess a ROFR to purchase the underlying self-storage facility in the majority of our development property investments. Our ROFR is typically triggered when the owner of a self-storage facility obtains from an unrelated third party a firm offer for the purchase of the facility that such owner desires to accept. After receipt of notice of such offer, we typically have 10 to 15 business days to exercise our right to purchase the project at the price and on the terms set forth in the bona fide third party offer. Following our exercise of our ROFR, we typically have a 20 to 30 business day inspection period, and we may cancel our exercise of our ROFR prior to the end of such inspection period. After expiration of the inspection period, we will close the purchase of the self-storage facility. Our out-of-pocket funds to close the purchase of a

facility acquired by our exercise of our ROFR will typically be the contract purchase price less mortgage debt and less any Profits Interest we have with respect to the facility. In a situation where we continue to hold the debt on the facility, our out-of-pocket funds to close would typically be approximately equal to the owner’s equity and owner’s share of  profit on the sale of the facility. We expect to exercise ROFRs to purchase self-storage facilities we have financed, subject to our ability to obtain financing.

The majority of investments we originate are in principal amounts ranging from $5 million to $15 million.

Target Investments

 

We focus primarily on originating the following types of investments:

 

In addition to our primary focus, we occasionally and selectively will originate land loans and credit lines to facilitate a development property investment. These loans are intended for borrowers who are typically seeking short-term capital to be used in an acquisition, refinancing, recapitalization or repositioning of a given facility, portfolio or partnership interest or pursuit of development sites. These loans typically have maturities of three years or less. We will provide land loans only if secured by a first mortgage on a self-storage site that has proper zoning and an acceptable environmental condition and only to borrowers who intend to refinance such land loans with development investments made by us. Repayment of such loans is typically personally guaranteed by the prospective developer of the project. These loans have been, and we expect them to continue to be, an insignificant part of our business. These loans are accounted for at historical cost and are not subject to fair value adjustments.

 

The following table summarizes certain targeted characteristics of our development property investment portfolio:

Loan-to-Cost ("LTC")/

Average

Right of

Loan-to-Value ("LTV")

Term

Profits

First

Description / Type

Range

(Years)

Funding Schedule

Interest

Refusal

Development

Ground-up construction

Between 90% and 97% LTC

4-6

0-30% funded at origination;

Yes

Yes

Property

Major redevelopment

balance funded on

Investments

9-24 month draw schedule

 

 

Investment Activity

 

Overview of total investment activity

 

As of December 31,  2019, our self-storage investment portfolio consisted of 15 wholly-owned self-storage facilities (one of which was placed into service on February 10, 2020), 50 on-balance sheet development property investments with a Profits Interest (33 of which are secured by facilities in lease-up and 17 of which are secured by facilities under construction), six development property investments with a profits interest in our SL1 Venture (all of which are secured by facilities in lease-up),  and five self-storage facilities wholly-owned by the SL1.  

		# Properties		# of Properties Open and Operating		# of Properties Under Construction		Size (NRSF)			Total JCAP Investment Commitment (in thousands)
On-balance sheet
	Wholly Owned Assets	15		14		1		1,102,769		$	208,013
	Development Property Investments	50		33		17		4,064,792		$	608,851
Joint Venture
	Wholly Owned Assets	5		5		0		371,465		$	5,726
	Development Property Investments	6		6		0		457,284		$	5,897

 

On-balance sheet investment activity

 

Our on-balance sheet self-storage investments at December 31, 2019 consisted of the following:

 

The Company has commenced foreclosure proceedings against the borrower of its $14.3 million Philadelphia development property investment because the borrower has defaulted under the loan by, among other things, failing to pay the general contractor. The total unpaid balance of the loan is $11.2 million. As the investment was a collateral dependent loan, we considered the fair value of the collateral when determining the fair value of the investment as of December 31, 2019. The fair value of the investment as of December 31, 2019 is $11.8 million.

 

The Company has also commenced foreclosure proceedings against the borrower of its $14.8 million Houston development property because the borrower has defaulted under the loan by, among other things, failing to pay interest and operating expenses with respect to the property. The total unpaid balance of the loan is $14.8 million. As the investment was a collateral dependent loan, we considered the fair value of the collateral when determining the fair value of the investment as of December 31, 2019. The fair value of the investment as of December 31, 2019 is $17.8 million.

 

As of December 31, 2019, the aggregate committed principal amount of our development property investments for which the underlying self-storage facility was open and operating was approximately $358.3 million and outstanding principal was $337.3 million, as described in more detail in the table below (dollars in thousands):

		Location								Remaining
		(MSA)					Funded			Unfunded			Fair			Size		Date		Months		% Physical
Closing Date		Address		Commitment			Investment			Commitment (1)			Value			(NRSF) (2)		Opened		Open (3)		Occupancy (3)
7/2/2015		Milwaukee 420 W St Paul Ave		$	7,650		$	7,648		$	2		$	8,884		81,489		10/9/2016		40		75.5	%
10/27/2015		Austin 251 North A W Grimes Blvd			8,658			8,136			522			8,099		77,234		3/16/2017		35		87.1	%
8/14/2015		Raleigh 1515 Sunrise Ave			8,792			8,789			3			8,593		60,171		3/8/2018		24		72.2	%
1/31/2017		Atlanta 4(8) 4676 S Atlanta Rd			13,678			13,497			181			17,082		104,010		7/12/2018		19		41.4	%
2/24/2017		Orlando 3 12709 E Colonial Dr			8,056			7,767			289			9,725		69,645		7/26/2018		19		52.8	%
4/20/2017		Denver 2 3110 S Wadsworth Blvd			11,164			11,009			155			12,383		74,307		7/31/2018		19		51.2	%
6/29/2017		Boston 1 (4) 329 Boston Post Rd E			-			-			-			3,361		90,553		8/8/2018		19		51.1	%
4/14/2017		Louisville 1 (8) 2801 N Hurstbourne Pkwy			8,523			7,552			971			9,550		65,786		8/15/2018		18		48.2	%
9/20/2016		Charlotte 2 (8) 1010 E 10th St			12,888			12,677			211			13,984		75,710		8/30/2018		18		50.8	%
9/28/2017		Louisville 2 3415 Bardstown Rd			9,940			9,530			410			11,688		76,603		8/31/2018		18		45.5	%
6/12/2017		Tampa 4 3201 32nd Ave S			10,266			9,614			652			12,673		72,765		10/9/2018		16		56.7	%
5/2/2017		Atlanta 6 (8) 2033 Monroe Dr			12,543			12,025			518			14,744		80,750		10/15/2018		16		39.7	%
7/27/2017		Jacksonville 3 2004 Edison Ave			8,096			7,751			345			10,129		68,100		11/6/2018		16		44.8	%
6/19/2017		Baltimore 1 (5) 1835 Washington Blvd			10,775			11,010			274			13,581		83,560		11/20/2018		15		34.4	%
5/19/2017		Tampa 3 2460 S Falkenburg Rd			9,224			8,326			898			10,086		70,574		11/29/2018		15		48.5	%
6/28/2017		Knoxville (8) 130 Jack Dance St			9,115			8,628			487			10,355		72,490		11/30/2018		15		51.6	%
2/24/2017		New Orleans 2705 Severn Ave			12,549			12,021			528			14,504		86,545		12/21/2018		14		41.8	%
6/30/2017		New York City 2 (5) 465 W 150th St			27,982			28,974			665			31,047		40,951		12/28/2018		14		35.3	%
8/30/2017		Orlando 4 9001 Eastmar Commons			9,037			8,107			930			10,251		76,340		1/16/2019		13		46.8	%
2/8/2018		Minneapolis 2 3216 Winnetka Ave N			10,543			9,904			639			11,763		83,648		3/14/2019		11		30.9	%

 

As of December 31, 2019, the aggregate committed principal amount of our development property investments for which the underlying self-storage facility was still under construction was approximately $250.6 million and outstanding principal was $141.3 million, as described in more detail in the tables below (dollars in thousands):

		Location								Remaining										Estimated
		(MSA)					Funded			Unfunded			Fair			Size		Construction		C/O
Closing Date		Address		Commitment			Investment			Commitment			Value			(NRSF) (1)		Start Date		Quarter (2)
9/14/2017		Los Angeles 1 959 W Hyde Park Blvd			28,750			10,157			18,593			10,347		120,038		Q2 2020		Q3 2021
9/14/2017		Miami 1 4250 SW 8th St			14,657			12,618			2,039			13,373		69,175		Q2 2018		Q2 2020
10/12/2017		Miami 2 (3) 880 W Prospect Rd			9,459			1,494			8,045			1,280		58,000		Q2 2020		Q2 2021
10/30/2017		New York City 3 (3) 5203 Kennedy Blvd			15,301			6,776			8,822			6,383		68,660		Q4 2017		Q2 2021
11/16/2017		Miami 3 (3) 120-132 NW 27th Ave			20,168			12,086			8,413			12,898		96,295		Q4 2018		Q2 2020
12/15/2017		New York City 4 6 Commerce Center Dr			10,591			6,705			3,886			7,528		78,325		Q2 2018		Q2 2020
12/27/2017		Boston 3 19 Coolidge Hill Rd			10,174			2,757			7,417			2,674		62,700		Q2 2020		Q2 2021
12/28/2017		New York City 5 375 River St			16,073			13,817			2,256			16,373		90,700		Q4 2018		Q1 2020
5/1/2018		Miami 9 (3) 10651 W Okeechobee Rd			12,421			3,560			9,006			3,427		70,538		Q2 2020		Q2 2021
5/15/2018		Atlanta 7 2915 Webb Rd			9,418			6,563			2,855			7,683		76,519		Q3 2018		Q1 2020
6/12/2018		Los Angeles 2 (3) 7855 Haskell Ave			9,298			9,173			649			9,403		116,022		Q1 2020		Q1 2021

 

Real estate venture activity

 

As of December 31, 2019, the SL1 Venture wholly owned the five self-storage properties described in more detail in the table below (dollars in thousands):

 

As of December 31, 2019, the SL1 Venture had six development property investments with a Profits Interest as described in more detail in the table below (dollars in thousands):