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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
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75-6446078
(I.R.S. Employer
Identification No.)
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17950 Preston Road, Suite 600
Dallas, Texas
(Address of Principal Executive Offices)
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75252
(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, $0.001 par value per share
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Nasdaq Global Market
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Large Accelerated filer
o
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Accelerated filer
o
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Non-Accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
x
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Office
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and Retail
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Rentable
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Multi-
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Square
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family
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Hotel
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Property
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Market
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Sub-Market
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Feet
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Units
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Rooms
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Office
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200 S College Street
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Charlotte, NC
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Uptown
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567,865
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—
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—
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1 Kaiser Plaza
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Oakland, CA
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Lake Merritt
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532,059
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—
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—
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2101 Webster Street
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Oakland, CA
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Lake Merritt
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472,636
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—
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—
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980 9th Street
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Sacramento, CA
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Downtown/Midtown
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456,266
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—
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—
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211 Main Street (1)
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San Francisco, CA
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South Financial District
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417,266
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—
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—
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370 L'Enfant Promenade
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District of Columbia
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Southwest
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407,321
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—
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—
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999 N Capitol Street
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District of Columbia
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Capitol Hill
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321,544
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—
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—
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899 N Capitol Street
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District of Columbia
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Capitol Hill
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314,317
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—
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—
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800 N Capitol Street
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District of Columbia
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Capitol Hill
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312,759
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—
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—
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1901 Harrison Street
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Oakland, CA
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Lake Merritt
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272,908
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—
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—
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830 1st Street
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District of Columbia
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Capitol Hill
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247,337
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—
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—
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1333 Broadway
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Oakland, CA
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City Center
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240,051
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—
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—
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2100 Franklin Street
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Oakland, CA
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Lake Merritt
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216,666
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—
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—
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11620 Wilshire Boulevard
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Los Angeles, CA
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West Los Angeles
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192,818
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—
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—
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3601 S Congress Avenue (2)
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Austin, TX
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South
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182,484
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—
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—
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4750 Wilshire Boulevard
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Los Angeles, CA
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Mid-Wilshire
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143,361
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—
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—
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7083 Hollywood Boulevard
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Los Angeles, CA
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Hollywood/Sunset
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82,180
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—
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—
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260 Townsend Street
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San Francisco, CA
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South of Market
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65,694
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—
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—
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11600 Wilshire Boulevard
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Los Angeles, CA
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West Los Angeles
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55,638
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—
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—
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Lindblade Media Center (3)
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Los Angeles, CA
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West Los Angeles
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32,428
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—
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—
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Total Office (20 Properties)
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5,533,598
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—
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—
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Other Ancillary Properties within Office Portfolio
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1010 8th Street Parking Garage & Retail
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Sacramento, CA
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Downtown/Midtown
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31,133
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—
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—
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901 N Capitol Street (4)
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District of Columbia
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Capitol Hill
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—
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—
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—
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2353 Webster Street Parking Garage
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Oakland, CA
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Lake Merritt
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—
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—
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—
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2 Kaiser Plaza Parking Lot (5)
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Oakland, CA
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Lake Merritt
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—
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—
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—
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Total Ancillary Office (4 Properties)
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31,133
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—
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—
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Total Office including Other Ancillary (24 Properties)
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5,564,731
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—
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—
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Office
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and Retail
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Rentable
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Multi-
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Square
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family
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Hotel
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Property
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Market
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Sub-Market
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Feet
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Units
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Rooms
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Multifamily Portfolio
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4649 Cole Avenue (6)
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Dallas, TX
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Oaklawn
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—
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334
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—
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4200 Scotland Street
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Houston, TX
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Montrose/River Oaks
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—
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308
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—
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47 E 34th Street
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New York, NY
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Midtown West
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—
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110
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—
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3636 McKinney Avenue
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Dallas, TX
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Central Dallas
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—
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103
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—
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3839 McKinney Avenue (7)
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Dallas, TX
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Central Dallas
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—
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75
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—
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Total Multifamily (5 Properties)
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—
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930
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—
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Hotel Portfolio (1 Property)
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Sheraton Grand Hotel
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Sacramento, CA
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Downtown/Midtown
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—
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—
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503
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Other Ancillary Properties within Hotel Portfolio (1 Property)
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Sheraton Grand Hotel Parking Garage & Retail
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Sacramento, CA
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Downtown/Midtown
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9,453
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—
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—
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TOTAL PORTFOLIO (31 Properties)
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5,574,184
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930
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503
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(1)
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In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
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(2)
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3601 S Congress Avenue consists of ten buildings.
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(3)
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Lindblade Media Center consists of three buildings.
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(4)
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901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We are entitled to develop a building we have designed with
271,233
rentable square feet.
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(5)
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2 Kaiser Plaza Parking Lot is a 44,642 square foot parcel of land currently being used as a surface parking lot. We are pursuing entitlements allowing us to develop a building with approximately 440,000 to 840,000 rentable square feet.
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(6)
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4649 Cole Avenue consists of fifteen buildings.
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(7)
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3839 McKinney Avenue consists of two buildings.
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•
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Vertically-Integrated Organization and Team
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•
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Community Qualification
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•
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Investment Discipline
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Asset
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Date of
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Sales
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Gain on
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||||
Property
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Type
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Sale
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Rooms
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Price
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Sale
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(in thousands)
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||||||
Courtyard Oakland, Oakland, CA
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Hotel
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February 2, 2016
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162
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$
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43,800
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$
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24,739
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LAX Holiday Inn, Los Angeles, CA
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Hotel
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July 19, 2016
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405
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$
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52,500
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$
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14,927
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•
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Product Non-Specific: CIM has extensive experience investing in a diverse range of property types, including retail, residential, office, parking, hotel, signage, and mixed-use, which gives CIM the ability to execute and capitalize on its urban strategy effectively. Successful investment requires selecting the right markets coupled with providing the right product. CIM’s experience with multiple asset types does not predispose CIM Group to select certain asset types, but instead ensures that we deliver a product mix that is consistent with the market’s requirements and needs. Additionally, there is a growing trend towards developing mixed-use real estate properties in urban markets which requires a diversified investment platform to successfully execute.
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•
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Community-Based Tenanting: CIM’s investment strategy focuses on the entire community and the best use of assets in that community. Owning a significant number of key properties in an area better enables CIM to meet the needs of national retailers and office tenants and thus optimize the value of these real estate properties. CIM believes that its community perspective gives it a significant competitive advantage in attracting tenants to its retail, office and mixed-use properties and creating synergies between the different tenant types.
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•
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Local Market Leadership with North American Footprint: CIM maintains local market knowledge and relationships, along with a diversified North American presence, through its
105
Qualified Communities. Thus, CIM has the flexibility to invest in its Qualified Communities only when the market environment meets CIM’s investment and underwriting standards. CIM does not need to invest in a given community or product type at a specific time due to its broad proprietary pipeline of communities.
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•
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Investing Across the Capital Stack: CIM has extensive experience investing across the capital stack including equity, preferred equity, debt and mezzanine investments, giving it the flexibility to structure transactions in efficient and creative ways.
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(1)
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Includes loans originated under the SBA 7(a) Program subject to secured borrowings of
$29,524,000
representing the government guaranteed portion of loans, which were sold with the proceeds received from the sale reflected as secured borrowings. There is no credit risk associated with these loans since the SBA has guaranteed payment of the principal.
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(2)
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In addition to our retained SBA 7(a) portfolio described above, we service
$113,063,000
of aggregate principal balance remaining on secondary market loan sales.
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(3)
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The calculation of average yield divides our interest income and other loan related fees, adjusted by the provision for loan losses, by the weighted average loans receivable outstanding on an annualized basis.
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•
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adverse changes in economic and socioeconomic conditions;
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•
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vacancies or our inability to rent space on favorable terms;
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•
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adverse changes in financial conditions of buyers, sellers and tenants of properties;
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•
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inability to collect rent from tenants;
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•
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competition from other real estate investors with significant capital, including but not limited to other real estate operating companies, publicly-traded REITs and institutional investment funds;
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•
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reductions in the level of demand for office, hotel and apartment community space and changes in the relative popularity of properties;
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•
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increases in the supply of office, hotel and apartment community space;
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•
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fluctuations in interest rates and the availability of credit, which could adversely affect our ability, or the ability of buyers and tenants of properties, to obtain financing on favorable terms or at all;
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•
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dependence on third parties to provide leasing, brokerage, property management and other services with respect to certain of our investments;
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•
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increases in expenses, including insurance costs, labor costs, utility prices, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies, and our inability to pass on some or all of these increases to our tenants; and
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•
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changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning, real estate tax, federal and state laws, governmental fiscal policies and the ADA.
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•
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the tenants in our office properties may experience a deterioration in their sales or other revenue, or experience a constraint on the availability of credit necessary to fund operations, which in turn may adversely impact those tenants’ ability to pay contractual base rents and tenant recoveries. Some tenants may terminate their occupancy
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•
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constraints on the availability of credit to tenants, necessary to purchase and install improvements, fixtures and equipment and to fund business expenses, could impact our ability to procure new tenants for spaces currently vacant in existing office properties or properties under development; and
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•
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any joint venture or other co-investment partners could experience difficulty obtaining financing in the future for the same reasons discussed above. Their inability to obtain financing on acceptable terms, or at all, could negatively impact our ability to acquire additional properties.
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•
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our cash flows may be insufficient to meet our required principal and interest payments;
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•
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we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our liquidity for acquisitions or operations;
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•
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we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our existing indebtedness;
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we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;
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•
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we may violate restrictive covenants in our debt documents, which would entitle the lenders to accelerate our debt obligations;
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•
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we may default on our obligations and the lenders or mortgagees may foreclose on our properties and take possession of any collateral that secures their loans; and
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our default under any of our indebtedness with cross-default provisions could result in a default on other indebtedness.
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•
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we may be unable to acquire desired investments because of competition from other real estate investors with better access to less expensive capital, including other real estate operating companies, publicly-traded REITs and investment funds;
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•
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we may acquire properties that are not accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
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•
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competition from other potential acquirers may significantly increase purchase prices;
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•
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acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures;
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•
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we may be unable to generate sufficient cash from operations or obtain the necessary debt or equity financing to consummate an investment on favorable terms or at all;
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•
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we may need to spend more money than anticipated to make necessary improvements or renovations to acquired properties;
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•
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we may spend significant time and money on potential investments that we do not consummate;
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•
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we may be unable to quickly and efficiently integrate new acquisitions into our existing operations;
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•
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we may suffer higher than expected vacancy rates and/or lower than expected rental rates; and
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•
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we may acquire properties without any recourse, or with only limited recourse, for liabilities against the former owners of the properties.
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•
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disputes with joint venture partners might affect our ability to develop, operate or dispose of a property;
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•
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the refinancing of unconsolidated joint venture debt may require additional equity commitments on our part;
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•
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joint venture partners may control or share certain approval rights over major decisions or might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the property;
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•
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we may be forced to fulfill the obligations of a joint venture or of joint venture partners who default on their obligations including those related to debt or interest rate swaps; and
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•
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there may be conflicts of interests because our joint venture partners may have varying interests such as different needs for liquidity, different assessments of the market, different tax objectives or ownership of competing interests in properties in our markets.
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•
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the availability and pricing of financing on favorable terms or at all;
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•
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the availability and timely receipt of zoning and other regulatory approvals;
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•
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contractor and subcontractor disputes, strikes, labor disputes or supply disruptions; and
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•
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the cost and timely completion of construction (including risks beyond our control, such as weather or labor conditions, or materials shortages).
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•
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changes in national or regional economic conditions;
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•
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changes in real estate market conditions due to changes in national, regional or local economic conditions or property market characteristics;
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•
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competition from other properties;
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•
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changes in interest rates and the condition of the debt and equity capital markets;
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•
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the ongoing need for capital repairs and improvements;
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•
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increases in real estate tax rates and other operating expenses (including utilities);
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•
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adverse changes in governmental rules and fiscal policies; acts of God, including earthquakes, hurricanes and other natural disasters; acts of war or terrorism; or a decrease in the availability of or an increase in the cost of insurance;
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•
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adverse changes in zoning laws;
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•
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the impact of environmental legislation and compliance with environmental laws; and
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•
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other factors that are beyond our control or the control of the commercial property owners
.
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•
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we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and could be subject to federal income tax at regular corporate rates;
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•
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we also could be subject to the federal alternative minimum tax and possibly increased state and local taxes;
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•
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unless we are entitled to relief under statutory provisions, we could not elect to be subject to be taxed as a REIT for four taxable years following the year during which we are disqualified; and
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•
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all dividends would be subject to tax as ordinary income to the extent of our current and accumulated earnings and profits potentially eligible as “qualified dividends” subject to the applicable income tax rate.
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•
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special appraisal rights and special stockholder voting requirements on these combinations; and
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•
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“control share” provisions that provide that “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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•
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the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
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•
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our financial performance;
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•
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general stock and bond market conditions;
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•
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government action or regulation, including changes in tax law;
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•
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increases in market interest rates, which may lead investors to expect a higher annual yield from our dividend distributions in relation to the price of shares of our Common Stock;
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•
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changes in federal tax laws;
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•
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our ability to re-lease space as leases expire;
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•
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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•
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changes in our credit ratings; and
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•
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any negative change in the level of our dividend or the partial payment thereof in shares of Common Stock.
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Annualized
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|||||||
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Rent Per
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|||||||
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Rentable
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Annualized
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Occupied
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|||||||
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Square
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%
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%
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Rent (2)
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Square
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|||||||
Property
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Market
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Feet
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Occupied
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Leased (1)
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(in thousands)
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Foot
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|||||||
200 S College Street
|
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Charlotte, NC
|
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567,865
|
|
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90.1
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%
|
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90.4
|
%
|
|
$
|
12,078
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|
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$
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23.60
|
|
1 Kaiser Plaza
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|
Oakland, CA
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532,059
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|
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96.4
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%
|
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96.4
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%
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19,035
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|
37.13
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||
2101 Webster Street
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|
Oakland, CA
|
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472,636
|
|
|
98.9
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%
|
|
98.9
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%
|
|
17,601
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|
|
37.64
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|
||
980 9th Street
|
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Sacramento, CA
|
|
456,266
|
|
|
66.6
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%
|
|
72.7
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%
|
|
9,186
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|
|
30.23
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||
211 Main Street (3)
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|
San Francisco, CA
|
|
417,266
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
12,015
|
|
|
28.80
|
|
||
370 L'Enfant Promenade
|
|
District of Columbia
|
|
407,321
|
|
|
39.1
|
%
|
|
66.9
|
%
|
|
8,887
|
|
|
55.80
|
|
||
999 N Capitol Street
|
|
District of Columbia
|
|
321,544
|
|
|
84.0
|
%
|
|
86.3
|
%
|
|
12,209
|
|
|
45.19
|
|
||
899 N Capitol Street
|
|
District of Columbia
|
|
314,317
|
|
|
74.1
|
%
|
|
84.2
|
%
|
|
11,529
|
|
|
49.49
|
|
||
800 N Capitol Street
|
|
District of Columbia
|
|
312,759
|
|
|
76.1
|
%
|
|
76.1
|
%
|
|
10,719
|
|
|
45.02
|
|
||
1901 Harrison Street
|
|
Oakland, CA
|
|
272,908
|
|
|
97.5
|
%
|
|
97.5
|
%
|
|
9,447
|
|
|
35.49
|
|
||
830 1st Street
|
|
District of Columbia
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
10,859
|
|
|
43.90
|
|
||
1333 Broadway
|
|
Oakland, CA
|
|
240,051
|
|
|
92.9
|
%
|
|
92.9
|
%
|
|
7,388
|
|
|
33.12
|
|
||
2100 Franklin Street
|
|
Oakland, CA
|
|
216,666
|
|
|
98.5
|
%
|
|
98.5
|
%
|
|
8,205
|
|
|
38.44
|
|
||
11620 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
192,818
|
|
|
93.0
|
%
|
|
95.5
|
%
|
|
6,915
|
|
|
38.55
|
|
||
3601 S Congress Avenue (4)
|
|
Austin, TX
|
|
182,484
|
|
|
94.0
|
%
|
|
95.6
|
%
|
|
5,459
|
|
|
31.84
|
|
||
4750 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
143,361
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3,686
|
|
|
25.71
|
|
||
7083 Hollywood Boulevard
|
|
Los Angeles, CA
|
|
82,180
|
|
|
97.3
|
%
|
|
97.3
|
%
|
|
3,076
|
|
|
38.45
|
|
||
260 Townsend Street
|
|
San Francisco, CA
|
|
65,694
|
|
|
78.8
|
%
|
|
78.8
|
%
|
|
3,571
|
|
|
68.97
|
|
||
11600 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
55,638
|
|
|
80.0
|
%
|
|
82.1
|
%
|
|
2,253
|
|
|
50.62
|
|
||
Lindblade Media Center (5)
|
|
Los Angeles, CA
|
|
32,428
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,349
|
|
|
41.60
|
|
||
Total Office (20 Properties)
|
|
|
|
5,533,598
|
|
|
86.1
|
%
|
|
89.6
|
%
|
|
$
|
175,467
|
|
|
$
|
36.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
|
|
Rentable
|
|
|
|
|
|
|
|
Rent Per
|
|||||||
|
|
|
|
Square
|
|
|
|
%
|
|
Annualized
|
|
Occupied
|
|||||||
|
|
|
|
Feet
|
|
%
|
|
Leased (1)
|
|
Rent (2)
|
|
Square
|
|||||||
Property
|
|
Market
|
|
(Retail)
|
|
Occupied
|
|
(Retail)
|
|
(in thousands)
|
|
Foot
|
|||||||
1010 8th Street Parking Garage & Retail
|
|
Sacramento, CA
|
|
31,133
|
|
|
10.7
|
%
|
|
10.7
|
%
|
|
$
|
24
|
|
|
$
|
7.07
|
|
901 N Capitol Street
|
|
District of Columbia
|
|
N/A (6)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
2353 Webster Street Parking Garage
|
|
Oakland, CA
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
2 Kaiser Plaza Parking Lot
|
|
Oakland, CA
|
|
N/A (7)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total Ancillary Office (4 Properties)
|
|
|
|
31,133
|
|
|
10.7
|
%
|
|
10.7
|
%
|
|
$
|
24
|
|
|
$
|
7.07
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rent Per
|
|||||||
|
|
|
|
|
|
|
|
Annualized
|
|
Occupied
|
|||||||
|
|
Rentable
|
|
%
|
|
%
|
|
Rent (2) (4)
|
|
Square
|
|||||||
|
|
Square Feet
|
|
Occupied
|
|
Leased (1)
|
|
(in thousands)
|
|
Foot
|
|||||||
Total Office incl. Other Ancillary (24 Properties)
|
|
5,564,731
|
|
|
85.7
|
%
|
|
89.1
|
%
|
|
$
|
175,491
|
|
|
$
|
36.79
|
|
|
(1)
|
Based on leases signed as of
December 31, 2016
.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
(3)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
(4)
|
3601 S Congress Avenue consists of ten buildings.
|
(5)
|
Lindblade Media Center consists of three buildings.
|
(6)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We are entitled to develop a building we have designed with
271,233
rentable square feet.
|
(7)
|
2 Kaiser Plaza Parking Lot is a 44,642 square foot parcel of land currently being used as a surface parking lot. We are pursuing entitlements allowing us to develop a building with approximately 440,000 to 840,000 rentable square feet.
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Rent Per
|
|||||||
|
|
Square
|
|
%
|
|
%
|
|
Rent (2)
|
|
Occupied
|
|||||||
Location
|
|
Feet
|
|
Occupied
|
|
Leased (1)
|
|
(in thousands)
|
|
Square Foot
|
|||||||
NORTHERN CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oakland, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lake Merritt
|
|
|
|
|
|
|
|
|
|
|
|||||||
1 Kaiser Plaza
|
|
532,059
|
|
|
96.4
|
%
|
|
96.4
|
%
|
|
$
|
19,035
|
|
|
$
|
37.13
|
|
2101 Webster Street
|
|
472,636
|
|
|
98.9
|
%
|
|
98.9
|
%
|
|
17,601
|
|
|
37.64
|
|
||
1901 Harrison Street
|
|
272,908
|
|
|
97.5
|
%
|
|
97.5
|
%
|
|
9,447
|
|
|
35.49
|
|
||
2100 Franklin Street
|
|
216,666
|
|
|
98.5
|
%
|
|
98.5
|
%
|
|
8,205
|
|
|
38.44
|
|
||
2353 Webster Street Parking Garage
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
2 Kaiser Plaza Parking Lot
|
|
N/A (6)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total Lake Merritt
|
|
1,494,269
|
|
|
97.7
|
%
|
|
97.7
|
%
|
|
54,288
|
|
|
37.19
|
|
||
City Center
|
|
|
|
|
|
|
|
|
|
|
|||||||
1333 Broadway
|
|
240,051
|
|
|
92.9
|
%
|
|
92.9
|
%
|
|
7,388
|
|
|
33.12
|
|
||
Total Oakland, CA
|
|
1,734,320
|
|
|
97.0
|
%
|
|
97.0
|
%
|
|
61,676
|
|
|
36.66
|
|
||
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
South Financial District
|
|
|
|
|
|
|
|
|
|
|
|||||||
211 Main Street (3)
|
|
417,266
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
12,015
|
|
|
28.80
|
|
||
South of Market
|
|
|
|
|
|
|
|
|
|
|
|||||||
260 Townsend Street
|
|
65,694
|
|
|
78.8
|
%
|
|
78.8
|
%
|
|
3,571
|
|
|
68.97
|
|
||
Total San Francisco, CA
|
|
482,960
|
|
|
97.1
|
%
|
|
97.1
|
%
|
|
15,586
|
|
|
33.24
|
|
||
Sacramento, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Downtown/Midtown
|
|
|
|
|
|
|
|
|
|
|
|||||||
980 9th Street
|
|
456,266
|
|
|
66.6
|
%
|
|
72.7
|
%
|
|
9,186
|
|
|
30.23
|
|
||
1010 8th Street Parking Garage & Retail
|
|
31,133
|
|
|
10.7
|
%
|
|
10.7
|
%
|
|
24
|
|
|
7.07
|
|
||
Total Sacramento, CA
|
|
487,399
|
|
|
63.0
|
%
|
|
68.8
|
%
|
|
9,210
|
|
|
29.98
|
|
||
TOTAL NORTHERN CALIFORNIA
|
|
2,704,679
|
|
|
90.9
|
%
|
|
91.9
|
%
|
|
$
|
86,472
|
|
|
$
|
35.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SOUTHERN CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Los Angeles, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Los Angeles
|
|
|
|
|
|
|
|
|
|
|
|||||||
11620 Wilshire Boulevard
|
|
192,818
|
|
|
93.0
|
%
|
|
95.5
|
%
|
|
$
|
6,915
|
|
|
$
|
38.55
|
|
11600 Wilshire Boulevard
|
|
55,638
|
|
|
80.0
|
%
|
|
82.1
|
%
|
|
2,253
|
|
|
50.62
|
|
||
Lindblade Media Center (4)
|
|
32,428
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,349
|
|
|
41.60
|
|
||
Total West Los Angeles
|
|
280,884
|
|
|
91.2
|
%
|
|
93.4
|
%
|
|
10,517
|
|
|
41.06
|
|
||
Mid-Wilshire
|
|
|
|
|
|
|
|
|
|
|
|||||||
4750 Wilshire Boulevard
|
|
143,361
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3,686
|
|
|
25.71
|
|
||
Hollywood/Sunset
|
|
|
|
|
|
|
|
|
|
|
|||||||
7083 Hollywood Boulevard
|
|
82,180
|
|
|
97.3
|
%
|
|
97.3
|
%
|
|
3,076
|
|
|
38.45
|
|
||
Total Los Angeles, CA
|
|
506,425
|
|
|
94.7
|
%
|
|
95.9
|
%
|
|
17,279
|
|
|
36.03
|
|
||
TOTAL SOUTHERN CALIFORNIA
|
|
506,425
|
|
|
94.7
|
%
|
|
95.9
|
%
|
|
$
|
17,279
|
|
|
$
|
36.03
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Rent Per
|
|||||||
|
|
Square
|
|
%
|
|
%
|
|
Rent (2)
|
|
Occupied
|
|||||||
Location
|
|
Feet
|
|
Occupied
|
|
Leased (1)
|
|
(in thousands)
|
|
Square Foot
|
|||||||
EAST
|
|
|
|
|
|
|
|
|
|
|
|||||||
Washington, DC
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capitol Hill
|
|
|
|
|
|
|
|
|
|
|
|||||||
999 N Capitol Street
|
|
321,544
|
|
|
84.0
|
%
|
|
86.3
|
%
|
|
$
|
12,209
|
|
|
$
|
45.19
|
|
899 N Capitol Street
|
|
314,317
|
|
|
74.1
|
%
|
|
84.2
|
%
|
|
11,529
|
|
|
49.49
|
|
||
800 N Capitol Street
|
|
312,759
|
|
|
76.1
|
%
|
|
76.1
|
%
|
|
10,719
|
|
|
45.02
|
|
||
830 1st Street
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
10,859
|
|
|
43.90
|
|
||
901 N Capitol Street
|
|
N/A (7)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total Capitol Hill
|
|
1,195,957
|
|
|
82.6
|
%
|
|
85.9
|
%
|
|
45,316
|
|
|
45.87
|
|
||
Southwest
|
|
|
|
|
|
|
|
|
|
|
|||||||
370 L'Enfant Promenade
|
|
407,321
|
|
|
39.1
|
%
|
|
66.9
|
%
|
|
8,887
|
|
|
55.80
|
|
||
Total Washington, DC
|
|
1,603,278
|
|
|
71.6
|
%
|
|
81.1
|
%
|
|
54,203
|
|
|
47.22
|
|
||
Charlotte, NC
|
|
|
|
|
|
|
|
|
|
|
|||||||
Uptown
|
|
|
|
|
|
|
|
|
|
|
|||||||
200 S College Street
|
|
567,865
|
|
|
90.1
|
%
|
|
90.4
|
%
|
|
12,078
|
|
|
23.60
|
|
||
TOTAL EAST
|
|
2,171,143
|
|
|
76.4
|
%
|
|
83.5
|
%
|
|
$
|
66,281
|
|
|
$
|
39.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SOUTHWEST
|
|
|
|
|
|
|
|
|
|
|
|||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|||||||
South
|
|
|
|
|
|
|
|
|
|
|
|||||||
3601 S Congress Avenue (5)
|
|
182,484
|
|
|
94.0
|
%
|
|
95.6
|
%
|
|
$
|
5,459
|
|
|
$
|
31.84
|
|
TOTAL SOUTHWEST
|
|
182,484
|
|
|
94.0
|
%
|
|
95.6
|
%
|
|
$
|
5,459
|
|
|
$
|
31.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TOTAL PORTFOLIO
|
|
5,564,731
|
|
|
85.7
|
%
|
|
89.1
|
%
|
|
$
|
175,491
|
|
|
$
|
36.79
|
|
|
(1)
|
Based on leases signed as of
December 31, 2016
.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
(3)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
(4)
|
Lindblade Media Center consists of three buildings.
|
(5)
|
3601 S Congress Avenue consists of ten buildings.
|
(6)
|
2 Kaiser Plaza Parking Lot is a 44,642 square foot parcel of land currently being used as a surface parking lot. We are pursuing entitlements allowing us to develop a building with approximately 440,000 to 840,000 rentable square feet.
|
(7)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We are entitled to develop a building we have designed with
271,233
rentable square feet.
|
|
|
|
|
|
|
|
|
Annualized
|
|
Monthly Rent
|
||||||
|
|
|
|
|
|
%
|
|
Rent (2)
|
|
Per Occupied
|
||||||
Property
|
|
Market
|
|
Units
|
|
Occupied (1)
|
|
(in thousands)
|
|
Unit
|
||||||
4649 Cole Avenue (3)
|
|
Dallas, TX
|
|
334
|
|
|
94.3
|
%
|
|
$
|
5,439
|
|
|
$
|
1,439
|
|
4200 Scotland Street
|
|
Houston, TX
|
|
308
|
|
|
93.2
|
%
|
|
5,721
|
|
|
1,661
|
|
||
47 E 34th Street
|
|
New York, NY
|
|
110
|
|
|
85.5
|
%
|
|
5,580
|
|
|
4,947
|
|
||
3636 McKinney Avenue
|
|
Dallas, TX
|
|
103
|
|
|
92.2
|
%
|
|
1,978
|
|
|
1,735
|
|
||
3839 McKinney Avenue (4)
|
|
Dallas, TX
|
|
75
|
|
|
86.7
|
%
|
|
1,296
|
|
|
1,661
|
|
||
Total Multifamily (5 Properties)
|
|
|
|
930
|
|
|
92.0
|
%
|
|
$
|
20,014
|
|
|
$
|
1,948
|
|
|
(1)
|
Based on number of units occupied as of
December 31, 2016
.
|
(2)
|
Represents gross monthly base rent under leases commenced as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before concessions.
|
(3)
|
4649 Cole Avenue consists of fifteen buildings.
|
(4)
|
3839 McKinney Avenue consists of two buildings.
|
|
|
|
|
|
|
|
|
Revenue Per
|
||||
|
|
|
|
|
|
%
|
|
Available
|
||||
Property
|
|
Market
|
|
Rooms
|
|
Occupied (1)
|
|
Room (2)
|
||||
Sheraton Grand Hotel (3)
|
|
Sacramento, CA
|
|
503
|
|
|
78.1
|
%
|
|
$
|
119.44
|
|
Total Hotel (1 Property)
|
|
|
|
503
|
|
|
78.1
|
%
|
|
$
|
119.44
|
|
|
|
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|||||
|
|
|
|
Square
|
|
%
|
|
%
|
|
Rent (Parking
|
|||||
|
|
|
|
Feet
|
|
Occupied
|
|
Leased
|
|
and Retail) (5)
|
|||||
Property
|
|
Market
|
|
(Retail)
|
|
(Retail)
|
|
(Retail) (4)
|
|
(in thousands)
|
|||||
Sheraton Grand Hotel Parking
|
|
|
|
|
|
|
|
|
|
|
|||||
Garage & Retail
|
|
Sacramento, CA
|
|
9,453
|
|
|
88.3
|
%
|
|
88.3
|
%
|
|
$
|
1,989
|
|
Total Ancillary Hotel (1 Property)
|
|
|
|
9,453
|
|
|
88.3
|
%
|
|
88.3
|
%
|
|
$
|
1,989
|
|
|
(1)
|
Represents trailing 12-month occupancy as of
December 31, 2016
, calculated as the number of occupied rooms divided by the number of available rooms.
|
(2)
|
Represents trailing 12-month RevPAR as of
December 31, 2016
, calculated as room revenue divided by the number of available rooms.
|
(3)
|
The Sheraton Grand Hotel is part of the Sheraton franchise and is managed by Starwood Hotels and Resorts Worldwide, Inc.
|
(4)
|
Based on leases signed as of
December 31, 2016
.
|
(5)
|
Represents gross monthly contractual rent under parking and retail leases commenced as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
|
|
|
|
Credit
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Rating
|
|
|
|
|
|
|
|
|
|
% of
|
|||||
|
|
|
|
(S&P /
|
|
|
|
Annualized
|
|
% of
|
|
Rentable
|
|
Rentable
|
|||||
|
|
|
|
Moody's /
|
|
Lease
|
|
Rent(1)
|
|
Annualized
|
|
Square
|
|
Square
|
|||||
Tenant
|
|
Property
|
|
Fitch)
|
|
Expiration
|
|
(in thousands)
|
|
Rent
|
|
Feet
|
|
Feet
|
|||||
U.S. Federal Government Agencies (2)
|
|
Various
|
|
AA+ / Aaa / AAA
|
|
2017 - 2026
|
|
$
|
37,711
|
|
|
21.4
|
%
|
|
864,805
|
|
|
15.5
|
%
|
Kaiser Foundation Health Plan, Inc.
|
|
1 Kaiser Plaza/2101 Webster Street
|
|
AA- / - / A+
|
|
2017 - 2027
|
|
17,291
|
|
|
9.9
|
%
|
|
469,754
|
|
|
8.4
|
%
|
|
Charles Schwab & Co., Inc.
|
|
211 Main Street (3)
|
|
A / A2 / A
|
|
2028
|
|
12,015
|
|
|
6.8
|
%
|
|
417,266
|
|
|
7.5
|
%
|
|
The District of Columbia
|
|
899 N Capitol Street
|
|
AA / Aa1 / AA
|
|
2021
|
|
9,109
|
|
|
5.2
|
%
|
|
174,203
|
|
|
3.1
|
%
|
|
Pandora Media, Inc.
|
|
2100 Franklin Street/2101 Webster Street
|
|
- / - / -
|
|
2020
|
|
6,980
|
|
|
4.0
|
%
|
|
183,783
|
|
|
3.3
|
%
|
|
Wells Fargo Bank, N.A.
|
|
1901 Harrison Street
|
|
A / A2 / AA-
|
|
2018 - 2023
|
|
5,025
|
|
|
2.9
|
%
|
|
147,520
|
|
|
2.7
|
%
|
|
Branch Banking & Trust Company
|
|
200 S College Street
|
|
A / Aa1 / A+
|
|
2017 - 2028
|
|
4,771
|
|
|
2.7
|
%
|
|
204,975
|
|
|
3.7
|
%
|
|
Farmers Group, Inc.
|
|
4750 Wilshire Boulevard
|
|
A+ / A2 / -
|
|
2019
|
|
3,686
|
|
|
2.1
|
%
|
|
143,361
|
|
|
2.6
|
%
|
|
Neighborhood Reinvestment Corporation
|
|
999 N Capitol Street
|
|
- / - / -
|
|
2023
|
|
3,369
|
|
|
1.9
|
%
|
|
67,611
|
|
|
1.2
|
%
|
|
Accenture
|
|
370 L'Enfant Promenade/1 Kaiser Plaza
|
|
A+ / A1 / A+
|
|
2017 - 2018
|
|
2,944
|
|
|
1.7
|
%
|
|
55,120
|
|
|
1.0
|
%
|
|
Total for Top Ten Tenants
|
|
|
|
|
|
|
|
102,901
|
|
|
58.6
|
%
|
|
2,728,398
|
|
|
49.0
|
%
|
|
All Other Tenants
|
|
|
|
|
|
|
|
72,590
|
|
|
41.4
|
%
|
|
2,041,506
|
|
|
36.7
|
%
|
|
Vacant
|
|
|
|
|
|
|
|
—
|
|
|
—
|
%
|
|
794,827
|
|
|
14.3
|
%
|
|
Total for Portfolio
|
|
|
|
|
|
|
|
$
|
175,491
|
|
|
100.0
|
%
|
|
5,564,731
|
|
|
100.0
|
%
|
|
(1)
|
Represents gross monthly base rent, as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
(2)
|
Represents 18 different leases at various properties.
|
(3)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
|
|
Annualized
|
|
% of
|
|
Rentable
|
|
|
|||||
|
|
Rent (1)
|
|
Annualized
|
|
Square
|
|
% of Rentable
|
|||||
NAICS Code
|
|
(in thousands)
|
|
Rent
|
|
Feet
|
|
Square Feet
|
|||||
Public Administration
|
|
$
|
54,842
|
|
|
31.2
|
%
|
|
1,264,178
|
|
|
22.8
|
%
|
Finance and Insurance
|
|
31,659
|
|
|
18.0
|
%
|
|
1,115,671
|
|
|
20.1
|
%
|
|
Professional, Scientific, and Technical Services
|
|
27,141
|
|
|
15.4
|
%
|
|
695,531
|
|
|
12.5
|
%
|
|
Health Care and Social Assistance
|
|
22,460
|
|
|
12.8
|
%
|
|
590,381
|
|
|
10.6
|
%
|
|
Information
|
|
9,963
|
|
|
5.7
|
%
|
|
271,870
|
|
|
4.9
|
%
|
|
Real Estate and Rental and Leasing
|
|
6,184
|
|
|
3.5
|
%
|
|
183,745
|
|
|
3.3
|
%
|
|
Other Services (except Public Administration)
|
|
6,121
|
|
|
3.5
|
%
|
|
165,733
|
|
|
3.0
|
%
|
|
Educational Services
|
|
2,991
|
|
|
1.7
|
%
|
|
94,267
|
|
|
1.7
|
%
|
|
Construction
|
|
2,734
|
|
|
1.6
|
%
|
|
49,715
|
|
|
0.9
|
%
|
|
Manufacturing
|
|
2,379
|
|
|
1.4
|
%
|
|
62,025
|
|
|
1.1
|
%
|
|
Accommodation and Food Services
|
|
2,340
|
|
|
1.3
|
%
|
|
63,311
|
|
|
1.1
|
%
|
|
Arts, Entertainment, and Recreation
|
|
2,239
|
|
|
1.3
|
%
|
|
57,931
|
|
|
1.0
|
%
|
|
Administrative and Support and Waste Management and Remediation Services
|
|
1,934
|
|
|
1.1
|
%
|
|
79,625
|
|
|
1.4
|
%
|
|
Retail Trade
|
|
1,181
|
|
|
0.7
|
%
|
|
40,736
|
|
|
0.7
|
%
|
|
Management of Companies and Enterprises
|
|
847
|
|
|
0.5
|
%
|
|
19,072
|
|
|
0.3
|
%
|
|
Wholesale Trade
|
|
476
|
|
|
0.3
|
%
|
|
16,113
|
|
|
0.3
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
%
|
|
794,827
|
|
|
14.3
|
%
|
|
TOTAL PORTFOLIO
|
|
$
|
175,491
|
|
|
100.0
|
%
|
|
5,564,731
|
|
|
100.0
|
%
|
|
(1)
|
Represents gross monthly base rent, as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
|
|
Square Feet
|
|
% of Square
|
|
Annualized
|
|
% of Annualized
|
|
Annualized Rent
|
|||||||
Year of Lease
|
|
of Expiring
|
|
Feet
|
|
Rent (1)
|
|
Rent
|
|
Per Occupied
|
|||||||
Expiration
|
|
Leases
|
|
Expiring
|
|
(in thousands)
|
|
Expiring
|
|
Square Foot
|
|||||||
2017(2)
|
|
373,490
|
|
|
7.8
|
%
|
|
$
|
12,115
|
|
|
6.9
|
%
|
|
$
|
32.44
|
|
2018
|
|
453,825
|
|
|
9.5
|
%
|
|
17,296
|
|
|
9.9
|
%
|
|
$
|
38.11
|
|
|
2019
|
|
522,480
|
|
|
11.0
|
%
|
|
17,549
|
|
|
10.0
|
%
|
|
$
|
33.59
|
|
|
2020
|
|
505,826
|
|
|
10.6
|
%
|
|
18,385
|
|
|
10.5
|
%
|
|
$
|
36.35
|
|
|
2021
|
|
706,631
|
|
|
14.8
|
%
|
|
29,551
|
|
|
16.8
|
%
|
|
$
|
41.82
|
|
|
2022
|
|
362,893
|
|
|
7.6
|
%
|
|
13,703
|
|
|
7.8
|
%
|
|
$
|
37.76
|
|
|
2023
|
|
345,731
|
|
|
7.2
|
%
|
|
12,965
|
|
|
7.4
|
%
|
|
$
|
37.50
|
|
|
2024
|
|
48,246
|
|
|
1.0
|
%
|
|
1,619
|
|
|
0.9
|
%
|
|
$
|
33.56
|
|
|
2025
|
|
385,999
|
|
|
8.1
|
%
|
|
14,333
|
|
|
8.2
|
%
|
|
$
|
37.13
|
|
|
2026
|
|
347,015
|
|
|
7.3
|
%
|
|
15,862
|
|
|
9.0
|
%
|
|
$
|
45.71
|
|
|
Thereafter
|
|
717,768
|
|
|
15.1
|
%
|
|
22,113
|
|
|
12.6
|
%
|
|
$
|
30.81
|
|
|
Total Occupied
|
|
4,769,904
|
|
|
100.0
|
%
|
|
$
|
175,491
|
|
|
100.0
|
%
|
|
$
|
36.79
|
|
Vacant
|
|
794,827
|
|
|
|
|
|
|
|
|
|
||||||
Total Portfolio
|
|
5,564,731
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents gross monthly base rent, as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
(2)
|
Includes
61,210
square feet of month-to-month leases.
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Rentable
|
|
Occupancy Rates (1)
|
||||||||||||||
Property
|
|
Square Feet
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
200 S College Street
|
|
567,865
|
|
|
94.6
|
%
|
|
82.7
|
%
|
|
68.3
|
%
|
|
66.9
|
%
|
|
90.1
|
%
|
1 Kaiser Plaza
|
|
532,059
|
|
|
89.0
|
%
|
|
90.8
|
%
|
|
91.0
|
%
|
|
96.7
|
%
|
|
96.4
|
%
|
2101 Webster Street
|
|
472,636
|
|
|
92.9
|
%
|
|
82.8
|
%
|
|
81.9
|
%
|
|
98.9
|
%
|
|
98.9
|
%
|
980 9th Street
|
|
456,266
|
|
|
84.3
|
%
|
|
80.5
|
%
|
|
83.4
|
%
|
|
64.0
|
%
|
|
66.6
|
%
|
211 Main Street (2)
|
|
417,266
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
370 L'Enfant Promenade
|
|
407,321
|
|
|
91.1
|
%
|
|
88.7
|
%
|
|
89.0
|
%
|
|
87.7
|
%
|
|
39.1
|
%
|
999 N Capitol Street
|
|
321,544
|
|
|
52.6
|
%
|
|
83.1
|
%
|
|
84.0
|
%
|
|
84.0
|
%
|
|
84.0
|
%
|
899 N Capitol Street
|
|
314,317
|
|
|
62.7
|
%
|
|
51.1
|
%
|
|
52.2
|
%
|
|
73.7
|
%
|
|
74.1
|
%
|
800 N Capitol Street
|
|
312,759
|
|
|
97.2
|
%
|
|
94.8
|
%
|
|
93.2
|
%
|
|
76.1
|
%
|
|
76.1
|
%
|
1901 Harrison Street
|
|
272,908
|
|
|
86.8
|
%
|
|
87.0
|
%
|
|
99.4
|
%
|
|
98.2
|
%
|
|
97.5
|
%
|
830 1st Street
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
1333 Broadway
|
|
240,051
|
|
|
80.7
|
%
|
|
72.1
|
%
|
|
82.6
|
%
|
|
92.9
|
%
|
|
92.9
|
%
|
2100 Franklin Street
|
|
216,666
|
|
|
54.8
|
%
|
|
73.1
|
%
|
|
83.5
|
%
|
|
96.7
|
%
|
|
98.5
|
%
|
11620 Wilshire Boulevard
|
|
192,818
|
|
|
66.4
|
%
|
|
65.5
|
%
|
|
84.5
|
%
|
|
91.5
|
%
|
|
93.0
|
%
|
3601 S Congress Avenue (3)
|
|
182,484
|
|
|
90.6
|
%
|
|
90.7
|
%
|
|
91.1
|
%
|
|
97.4
|
%
|
|
94.0
|
%
|
4750 Wilshire Boulevard (4)
|
|
143,361
|
|
|
N/A
|
|
|
N/A
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
7083 Hollywood Boulevard
|
|
82,180
|
|
|
92.9
|
%
|
|
96.3
|
%
|
|
96.3
|
%
|
|
97.3
|
%
|
|
97.3
|
%
|
260 Townsend Street
|
|
65,694
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
89.5
|
%
|
|
89.7
|
%
|
|
78.8
|
%
|
11600 Wilshire Boulevard
|
|
55,638
|
|
|
78.2
|
%
|
|
74.7
|
%
|
|
78.5
|
%
|
|
84.7
|
%
|
|
80.0
|
%
|
500 West Santa Ana Boulevard (5)
|
|
N/A
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Lindblade Media Center (6)
|
|
32,428
|
|
|
N/A
|
|
|
N/A
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
1010 8th Street Parking Garage & Retail
|
|
31,133
|
|
|
15.8
|
%
|
|
16.3
|
%
|
|
9.9
|
%
|
|
9.6
|
%
|
|
10.7
|
%
|
901 N Capitol Street
|
|
N/A (7)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
2353 Webster Street Parking Garage
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
2 Kaiser Plaza Parking Lot
|
|
N/A (8)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total Weighted Average
|
|
5,564,731
|
|
|
85.0
|
%
|
|
84.0
|
%
|
|
85.1
|
%
|
|
86.9
|
%
|
|
85.7
|
%
|
|
(1)
|
Historical occupancies for office properties are shown as a percentage of rentable square feet and are based on leases commenced as of December 31st of each historical year.
|
(2)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
(3)
|
3601 S Congress Avenue consists of ten buildings.
|
(4)
|
4750 Wilshire Boulevard was acquired on
April 18, 2014
.
|
(5)
|
500 West Santa Ana Boulevard, with
37,116
rentable square feet, was sold on
November 19, 2015
.
|
(6)
|
Lindblade Media Center was acquired on
October 21, 2014
, and consists of three buildings.
|
(7)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We are entitled to develop a building we have designed with
271,233
rentable square feet.
|
(8)
|
2 Kaiser Plaza Parking Lot is a 44,642 square foot parcel of land currently being used as a surface parking lot. We are pursuing entitlements allowing us to develop a building with approximately 440,000 to 840,000 rentable square feet.
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Rentable
|
|
Annualized Rent Per Occupied Square Foot(1)
|
|||||||||||||||||||
Property
|
|
Square Feet
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||
200 S College Street
|
|
567,865
|
|
|
$
|
22.55
|
|
|
$
|
22.20
|
|
|
$
|
22.61
|
|
|
$
|
23.33
|
|
|
$
|
23.60
|
|
1 Kaiser Plaza
|
|
532,059
|
|
|
36.68
|
|
|
37.14
|
|
|
36.50
|
|
|
34.24
|
|
|
37.13
|
|
|||||
2101 Webster Street
|
|
472,636
|
|
|
37.68
|
|
|
38.10
|
|
|
38.84
|
|
|
36.76
|
|
|
37.64
|
|
|||||
980 9th Street
|
|
456,266
|
|
|
31.99
|
|
|
31.36
|
|
|
30.47
|
|
|
29.69
|
|
|
30.23
|
|
|||||
211 Main Street (2)
|
|
417,266
|
|
|
28.68
|
|
|
28.78
|
|
|
28.69
|
|
|
28.81
|
|
|
28.80
|
|
|||||
370 L'Enfant Promenade
|
|
407,321
|
|
|
51.21
|
|
|
51.41
|
|
|
51.25
|
|
|
51.94
|
|
|
55.80
|
|
|||||
999 N Capitol Street
|
|
321,544
|
|
|
42.08
|
|
|
42.26
|
|
|
44.18
|
|
|
44.82
|
|
|
45.19
|
|
|||||
899 N Capitol Street
|
|
314,317
|
|
|
46.91
|
|
|
50.22
|
|
|
52.36
|
|
|
50.44
|
|
|
49.49
|
|
|||||
800 N Capitol Street
|
|
312,759
|
|
|
42.68
|
|
|
46.01
|
|
|
45.19
|
|
|
45.36
|
|
|
45.02
|
|
|||||
1901 Harrison Street
|
|
272,908
|
|
|
31.21
|
|
|
33.20
|
|
|
33.74
|
|
|
34.02
|
|
|
35.49
|
|
|||||
830 1st Street
|
|
247,337
|
|
|
39.89
|
|
|
40.73
|
|
|
42.42
|
|
|
42.53
|
|
|
43.90
|
|
|||||
1333 Broadway
|
|
240,051
|
|
|
29.62
|
|
|
28.89
|
|
|
30.17
|
|
|
31.07
|
|
|
33.12
|
|
|||||
2100 Franklin Street
|
|
216,666
|
|
|
38.69
|
|
|
40.96
|
|
|
37.20
|
|
|
37.65
|
|
|
38.44
|
|
|||||
11620 Wilshire Boulevard
|
|
192,818
|
|
|
35.76
|
|
|
35.64
|
|
|
30.50
|
|
|
35.07
|
|
|
38.55
|
|
|||||
3601 S Congress Avenue (3)
|
|
182,484
|
|
|
23.94
|
|
|
25.29
|
|
|
27.28
|
|
|
30.21
|
|
|
31.84
|
|
|||||
4750 Wilshire Boulevard (4)
|
|
143,361
|
|
|
N/A
|
|
|
N/A
|
|
|
25.45
|
|
|
25.03
|
|
|
25.71
|
|
|||||
7083 Hollywood Boulevard
|
|
82,180
|
|
|
32.59
|
|
|
35.37
|
|
|
35.61
|
|
|
38.35
|
|
|
38.45
|
|
|||||
260 Townsend Street
|
|
65,694
|
|
|
31.71
|
|
|
32.48
|
|
|
58.02
|
|
|
64.92
|
|
|
68.97
|
|
|||||
11600 Wilshire Boulevard
|
|
55,638
|
|
|
43.78
|
|
|
43.97
|
|
|
45.89
|
|
|
49.23
|
|
|
50.62
|
|
|||||
500 West Santa Ana Boulevard (5)
|
|
N/A
|
|
|
20.42
|
|
|
20.17
|
|
|
20.40
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Lindblade Media Center (6)
|
|
32,428
|
|
|
N/A
|
|
|
N/A
|
|
|
31.51
|
|
|
39.88
|
|
|
41.60
|
|
|||||
1010 8th Street Parking Garage & Retail
|
|
31,133
|
|
|
5.37
|
|
|
7.16
|
|
|
6.81
|
|
|
6.63
|
|
|
7.07
|
|
|||||
901 N Capitol Street
|
|
N/A (7)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
2353 Webster Street Parking Garage
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
2 Kaiser Plaza Parking Lot
|
|
N/A (8)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Total Weighted Average
|
|
5,564,731
|
|
|
$
|
35.39
|
|
|
$
|
36.10
|
|
|
$
|
36.25
|
|
|
$
|
36.75
|
|
|
$
|
36.79
|
|
|
(1)
|
Annualized Rent Per Occupied Square Foot represents annualized gross rent divided by total occupied square feet as of December 31 of each historical year. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
(2)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
(3)
|
3601 S Congress Avenue consists of ten buildings.
|
(4)
|
4750 Wilshire Boulevard was acquired on
April 18, 2014
.
|
(5)
|
500 West Santa Ana Boulevard, with
37,116
rentable square feet, was sold on
November 19, 2015
.
|
(6)
|
Lindblade Media Center was acquired on
October 21, 2014
, and consists of three buildings.
|
(7)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We are entitled to develop a building we have designed with
271,233
rentable square feet.
|
(8)
|
2 Kaiser Plaza Parking Lot is a 44,642 square foot parcel of land currently being used as a surface parking lot. We are pursuing entitlements allowing us to develop a building with approximately 440,000 to 840,000 rentable square feet.
|
|
|
|
|
Occupancy Rates (1)
|
||||||||||||||
Property
|
|
Units
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
4649 Cole Avenue (2)
|
|
334
|
|
|
92.2
|
%
|
|
93.1
|
%
|
|
88.9
|
%
|
|
93.1
|
%
|
|
94.3
|
%
|
4200 Scotland Street
|
|
308
|
|
|
96.4
|
%
|
|
91.9
|
%
|
|
92.2
|
%
|
|
91.2
|
%
|
|
93.2
|
%
|
47 E 34th Street
|
|
110
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
89.1
|
%
|
|
85.5
|
%
|
3636 McKinney Avenue
|
|
103
|
|
|
97.1
|
%
|
|
97.1
|
%
|
|
98.1
|
%
|
|
94.2
|
%
|
|
92.2
|
%
|
3839 McKinney Avenue (3)
|
|
75
|
|
|
98.7
|
%
|
|
94.7
|
%
|
|
94.7
|
%
|
|
96.0
|
%
|
|
86.7
|
%
|
Total Weighted Average
|
|
930
|
|
|
95.6
|
%
|
|
94.1
|
%
|
|
92.8
|
%
|
|
92.4
|
%
|
|
92.0
|
%
|
|
(1)
|
Historical occupancies for multifamily properties are based on leases commenced as of December 31st of each historical year and were calculated using units and not square feet.
|
(2)
|
4649 Cole Avenue consists of fifteen buildings.
|
(3)
|
3839 McKinney Avenue consists of two buildings.
|
|
|
|
|
Monthly Rent Per Occupied Unit (1)
|
|||||||||||||||||||
Property
|
|
Units
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||
4649 Cole Avenue (2)
|
|
334
|
|
|
$
|
1,188
|
|
|
$
|
1,282
|
|
|
$
|
1,366
|
|
|
$
|
1,404
|
|
|
$
|
1,439
|
|
4200 Scotland Street
|
|
308
|
|
|
1,740
|
|
|
1,775
|
|
|
1,797
|
|
|
1,768
|
|
|
1,661
|
|
|||||
47 E 34th Street
|
|
110
|
|
|
3,712
|
|
|
3,880
|
|
|
4,188
|
|
|
4,642
|
|
|
4,947
|
|
|||||
3636 McKinney Avenue
|
|
103
|
|
|
1,473
|
|
|
1,529
|
|
|
1,647
|
|
|
1,696
|
|
|
1,735
|
|
|||||
3839 McKinney Avenue (3)
|
|
75
|
|
|
1,479
|
|
|
1,526
|
|
|
1,590
|
|
|
1,597
|
|
|
1,661
|
|
|||||
Total Weighted Average
|
|
930
|
|
|
$
|
1,741
|
|
|
$
|
1,816
|
|
|
$
|
1,919
|
|
|
$
|
1,942
|
|
|
$
|
1,948
|
|
|
(1)
|
Represents gross monthly base rent under leases commenced divided by occupied units as of December 31st of each historical year. This amount reflects total cash rent before concessions.
|
(2)
|
4649 Cole Avenue consists of fifteen buildings.
|
(3)
|
3839 McKinney Avenue consists of two buildings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly
|
|
|
|||||||
|
|
|
|
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Rent Per
|
|
%
|
|||||||
|
|
|
|
|
|
Square
|
|
Year
|
|
Year
|
|
Rent (1)
|
|
Occupied
|
|
Occupancy
|
|||||||
Property
|
|
Location
|
|
Units
|
|
Feet
|
|
Built
|
|
Acquired
|
|
(in thousands)
|
|
Unit (2)
|
|
(3)
|
|||||||
4649 Cole Avenue (4)
|
|
Dallas, TX
|
|
334
|
|
|
283,438
|
|
|
1994
|
|
2010
|
|
$
|
5,439
|
|
|
$
|
1,439
|
|
|
94.3
|
%
|
4200 Scotland Street
|
|
Houston, TX
|
|
308
|
|
|
297,404
|
|
|
2009
|
|
2010
|
|
5,721
|
|
|
1,661
|
|
|
93.2
|
%
|
||
47 E 34th Street (5)
|
|
New York, NY
|
|
110
|
|
|
78,085
|
|
|
2009
|
|
2011
|
|
5,580
|
|
|
4,947
|
|
|
85.5
|
%
|
||
3636 McKinney Avenue
|
|
Dallas, TX
|
|
103
|
|
|
98,335
|
|
|
2006
|
|
2010
|
|
1,978
|
|
|
1,735
|
|
|
92.2
|
%
|
||
3839 McKinney Avenue (6)
|
|
Dallas, TX
|
|
75
|
|
|
68,817
|
|
|
2006
|
|
2010
|
|
1,296
|
|
|
1,661
|
|
|
86.7
|
%
|
||
Total/Weighted Average
|
|
|
|
930
|
|
|
826,079
|
|
|
|
|
|
|
|
|
|
|
92.0
|
%
|
|
(1)
|
Represents gross monthly base rent under leases commenced as of
December 31, 2016
, multiplied by twelve. This amount reflects total cash rent before concessions.
|
(2)
|
Represents gross monthly base rent under leases commenced divided by occupied units as of December 31st of each historical year. This amount reflects total cash rent before concessions.
|
(3)
|
Based on number of units occupied as of
December 31, 2016
.
|
(4)
|
4649 Cole Avenue consists of fifteen buildings.
|
(5)
|
Rentable square feet and annualized rent exclude
3,847
rentable square feet of retail, which is
100.0%
occupied.
|
(6)
|
3839 McKinney Avenue consists of two buildings.
|
|
|
|
|
|
|
Occupancy (%) (1)
|
||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
73.0
|
%
|
|
75.5
|
%
|
|
75.3
|
%
|
|
77.5
|
%
|
|
78.1
|
%
|
Los Angeles, CA (2) (3)
|
|
Holiday Inn
|
|
405
|
|
|
N/A
|
|
|
69.0
|
%
|
|
89.2
|
%
|
|
87.9
|
%
|
|
81.1
|
%
|
Oakland, CA (4)
|
|
Courtyard
|
|
162
|
|
|
77.7
|
%
|
|
79.0
|
%
|
|
80.2
|
%
|
|
81.9
|
%
|
|
74.3
|
%
|
Weighted Average
|
|
|
|
1,070
|
|
|
74.2
|
%
|
|
75.4
|
%
|
|
81.3
|
%
|
|
82.1
|
%
|
|
78.9
|
%
|
|
(1)
|
Historical occupancies for hotel properties are shown as a percentage of rentable rooms and represent the trailing 12-months occupancy as of December 31st of each historical year. For properties sold during the year, occupancy is presented for our period of ownership only.
|
(2)
|
CIM Urban was the lender to the LAX Holiday Inn and held the first mortgage secured by the property until a subsidiary of CIM Urban submitted the highest bid at a foreclosure auction that took place on October 8, 2013 and subsequently took possession of the LAX Holiday Inn. The 2013 metrics presented above are for a partial year and represent the values for our period of ownership only.
|
(3)
|
This property was sold in July 2016.
|
(4)
|
This property was sold in February 2016.
|
|
|
|
|
|
|
Average Daily Rate (Price) Per Room/Suite ($) (1)
|
|||||||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
$
|
130.82
|
|
|
$
|
129.48
|
|
|
$
|
140.75
|
|
|
$
|
148.24
|
|
|
$
|
152.89
|
|
Los Angeles, CA (2) (3)
|
|
Holiday Inn
|
|
405
|
|
|
N/A
|
|
|
82.25
|
|
|
93.08
|
|
|
100.46
|
|
|
123.24
|
|
|||||
Oakland, CA (4)
|
|
Courtyard
|
|
162
|
|
|
122.95
|
|
|
131.83
|
|
|
151.27
|
|
|
173.05
|
|
|
169.58
|
|
|||||
Weighted Average
|
|
|
|
1,070
|
|
|
$
|
128.81
|
|
|
$
|
124.70
|
|
|
$
|
122.52
|
|
|
$
|
132.61
|
|
|
$
|
144.06
|
|
|
(1)
|
Represents trailing 12-months average daily rate as of December 31st of each historical year, calculated by dividing the amount of room revenue by the number of occupied rooms. For properties sold during the year, the average daily rate is presented for our period of ownership only.
|
(2)
|
CIM Urban was the lender to the LAX Holiday Inn and held the first mortgage secured by the property until a subsidiary of CIM Urban submitted the highest bid at a foreclosure auction that took place on October 8, 2013 and subsequently took possession of the LAX Holiday Inn. The 2013 metrics presented above are for a partial year and represent the values for our period of ownership only.
|
(3)
|
This property was sold in July 2016.
|
(4)
|
This property was sold in February 2016.
|
|
|
|
|
|
|
Revenue Per Available Room/Suite ($) (1)
|
|||||||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
$
|
95.54
|
|
|
$
|
97.74
|
|
|
$
|
105.95
|
|
|
$
|
114.83
|
|
|
$
|
119.44
|
|
Los Angeles, CA (2) (3)
|
|
Holiday Inn
|
|
405
|
|
|
N/A
|
|
|
56.74
|
|
|
83.06
|
|
|
88.35
|
|
|
99.98
|
|
|||||
Oakland, CA (4)
|
|
Courtyard
|
|
162
|
|
|
95.57
|
|
|
104.13
|
|
|
121.31
|
|
|
141.72
|
|
|
126.00
|
|
|||||
Weighted Average
|
|
|
|
1,070
|
|
|
$
|
95.55
|
|
|
$
|
94.06
|
|
|
$
|
99.61
|
|
|
$
|
108.88
|
|
|
$
|
113.73
|
|
|
(1)
|
Represents trailing 12-months revenue per available room as of December 31st of each historical year, calculated by dividing the amount of room revenue by the number of available rooms. For properties sold during the year, RevPAR is presented for our period of ownership only.
|
(2)
|
CIM Urban was the lender to the LAX Holiday Inn and held the first mortgage secured by the property until a subsidiary of CIM Urban submitted the highest bid at a foreclosure auction that took place on October 8, 2013 and subsequently took possession of the LAX Holiday Inn. The 2013 metrics presented above are for a partial year and represent the values for our period of ownership only.
|
(3)
|
This property was sold in July 2016.
|
(4)
|
This property was sold in February 2016.
|
|
|
Outstanding
|
|
|
|
|
|
Balance Due
|
|
|
||||
|
|
Principal
|
|
|
|
|
|
At Maturity
|
|
|
||||
|
|
Balance
|
|
Interest
|
|
Maturity
|
|
Date
|
|
Prepayment/
|
||||
Property
|
|
(in thousands)
|
|
Rate
|
|
Date
|
|
(in thousands)
|
|
Defeasance
|
||||
211 Main Street (6)
|
|
$
|
26,136
|
|
|
6.65%
|
|
7/15/2018
|
|
$
|
21,136
|
|
|
(1)
|
4649 Cole Avenue
|
|
23,560
|
|
|
5.39%
|
|
3/1/2021
|
|
21,490
|
|
|
(2)
|
||
3636 McKinney Avenue
|
|
9,363
|
|
|
5.39%
|
|
3/1/2021
|
|
8,540
|
|
|
(2)
|
||
3839 McKinney Avenue
|
|
6,211
|
|
|
5.39%
|
|
3/1/2021
|
|
5,665
|
|
|
(2)
|
||
4200 Scotland Street
|
|
29,167
|
|
|
5.18%
|
|
6/5/2021
|
|
26,232
|
|
|
(3)
|
||
1 Kaiser Plaza
|
|
97,100
|
|
|
4.14%
|
|
7/1/2026
|
|
97,100
|
|
|
(4)
|
||
2101 Webster Street
|
|
83,000
|
|
|
4.14%
|
|
7/1/2026
|
|
83,000
|
|
|
(4)
|
||
2100 Franklin Street
|
|
80,000
|
|
|
4.14%
|
|
7/1/2026
|
|
80,000
|
|
|
(4)
|
||
1901 Harrison Street
|
|
42,500
|
|
|
4.14%
|
|
7/1/2026
|
|
42,500
|
|
|
(4)
|
||
1333 Broadway
|
|
39,500
|
|
|
4.14%
|
|
7/1/2026
|
|
39,500
|
|
|
(4)
|
||
260 Townsend Street
|
|
28,200
|
|
|
4.14%
|
|
7/1/2026
|
|
28,200
|
|
|
(4)
|
||
7083 Hollywood Boulevard
|
|
21,700
|
|
|
4.14%
|
|
7/1/2026
|
|
21,700
|
|
|
(4)
|
||
830 1st Street
|
|
46,000
|
|
|
4.50%
|
|
1/5/2027
|
|
42,008
|
|
|
(5)
|
||
Total/Weighted Average
|
|
$
|
532,437
|
|
|
4.44%
|
|
|
|
$
|
517,071
|
|
|
|
|
(1)
|
Loan is subject to a prepayment fee equal to the greater of (a) one percent (1%) of the outstanding principal balance of the note or (b) modified yield maintenance.
|
(2)
|
Loan is prepayable but if prepaid prior to August 31, 2020 is subject to a prepayment fee equal to the greater of (a) one percent (1%) of the principal being prepaid or (b) yield maintenance.
|
(3)
|
Loan is prepayable but is subject to a prepayment fee equal to the greater of (a) one percent (1%) of the principal amount being prepaid multiplied by the quotient of the number of months until maturity divided by the term of the note or (b) the present value of the loan less the amount being prepaid.
|
(4)
|
Loan is generally not prepayable prior to April 1, 2026.
|
(5)
|
Loan is prepayable but is subject to a prepayment fee equal to the greater of (a) one percent (1%) of the principal amount being prepaid multiplied by the quotient of the number of months until maturity divided by the term of the note or (b) the present value of the loan less the principal and accrued interest being prepaid.
|
(6)
|
In February 2017, we entered into an agreement to sell our office building located at 211 Main Street.
|
|
|
|
|
|
|
Regular
|
||||||
|
|
|
|
|
|
Quarterly
|
||||||
|
|
|
|
|
|
Dividends
|
||||||
Quarter Ended
|
|
High
|
|
Low
|
|
Per Share
|
||||||
December 31, 2016
|
|
$
|
16.15
|
|
|
$
|
15.14
|
|
|
$
|
0.21875
|
|
September 30, 2016
|
|
$
|
16.97
|
|
|
$
|
14.54
|
|
|
$
|
0.21875
|
|
June 30, 2016
|
|
$
|
20.27
|
|
|
$
|
16.01
|
|
|
$
|
0.21875
|
|
March 31, 2016
|
|
$
|
18.99
|
|
|
$
|
15.14
|
|
|
$
|
0.21875
|
|
December 31, 2015
|
|
$
|
21.27
|
|
|
$
|
14.72
|
|
|
$
|
0.21875
|
|
September 30, 2015
|
|
$
|
21.55
|
|
|
$
|
14.31
|
|
|
$
|
0.21875
|
|
June 30, 2015
|
|
$
|
19.45
|
|
|
$
|
16.90
|
|
|
$
|
0.21875
|
|
March 31, 2015
|
|
$
|
18.86
|
|
|
$
|
14.50
|
|
|
$
|
0.21875
|
|
|
|
|
|
|
|
Number of shares of
|
||
|
|
|
|
|
|
Common Stock remaining
|
||
|
|
Number of shares of
|
|
|
|
available for future
|
||
|
|
Common Stock to be
|
|
|
|
issuances under equity
|
||
|
|
issued upon exercise
|
|
Weighted average
|
|
compensation plans
|
||
|
|
of outstanding
|
|
exercise price of
|
|
(all in restricted shares
|
||
Plan Category
|
|
options
|
|
outstanding options
|
|
of Common Stock)
|
||
Equity incentive plan
|
|
—
|
|
|
N/A
|
|
307,401
|
|
|
|
Period Ending December 31,
|
||||||||||||||||
Index
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
CIM Commercial Trust Corporation
|
|
100.00
|
|
|
109.50
|
|
|
140.77
|
|
|
111.01
|
|
|
120.62
|
|
|
126.37
|
|
S&P 500
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
FTSE NAREIT Equity REIT
|
|
100.00
|
|
|
118.08
|
|
|
121.15
|
|
|
157.06
|
|
|
161.86
|
|
|
175.95
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Total revenues
|
$
|
265,931
|
|
|
$
|
276,948
|
|
|
$
|
262,827
|
|
|
$
|
235,813
|
|
|
$
|
232,513
|
|
Total expenses
|
273,239
|
|
|
273,122
|
|
|
253,998
|
|
|
221,134
|
|
|
212,716
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
4,918
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of real estate
|
39,666
|
|
|
3,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from continuing operations before provision for income taxes
|
32,358
|
|
|
6,918
|
|
|
13,747
|
|
|
14,679
|
|
|
19,797
|
|
|||||
Provision for income taxes
|
1,646
|
|
|
806
|
|
|
604
|
|
|
—
|
|
|
—
|
|
|||||
Net income from continuing operations
|
30,712
|
|
|
6,112
|
|
|
13,143
|
|
|
14,679
|
|
|
19,797
|
|
|||||
Net income from discontinued operations (1)
|
3,853
|
|
|
18,291
|
|
|
11,455
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
34,565
|
|
|
24,403
|
|
|
24,598
|
|
|
14,679
|
|
|
19,797
|
|
|||||
Net income attributable to noncontrolling interests
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|
(213
|
)
|
|
(208
|
)
|
|||||
Net income attributable to the Company
|
34,547
|
|
|
24,392
|
|
|
24,378
|
|
|
14,466
|
|
|
19,589
|
|
|||||
Redeemable preferred stock dividends
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income available to common stockholders
|
$
|
34,538
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
|
$
|
14,466
|
|
|
$
|
19,589
|
|
Funds from operations (FFO) available to common stockholders
|
$
|
66,840
|
|
|
$
|
93,661
|
|
|
$
|
93,425
|
|
|
$
|
83,110
|
|
|
$
|
89,532
|
|
Common dividends (2)
|
$
|
77,316
|
|
|
$
|
85,389
|
|
|
$
|
85,048
|
|
|
$
|
104,035
|
|
|
$
|
72,987
|
|
Common dividends per share (3)
|
$
|
0.875
|
|
|
$
|
0.875
|
|
|
$
|
0.875
|
|
|
$
|
1.090
|
|
|
$
|
0.765
|
|
Weighted average shares of common stock outstanding (3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
91,328
|
|
|
97,588
|
|
|
97,173
|
|
|
95,440
|
|
|
95,440
|
|
|||||
Diluted
|
91,328
|
|
|
97,588
|
|
|
97,176
|
|
|
95,440
|
|
|
95,440
|
|
|
(1)
|
Net income from discontinued operations represents revenues and expenses from the parts of our lending segment acquired in March 2014 in connection with the Merger, which were discontinued during 2016 and 2015. On December 17, 2015, we sold substantially all of our commercial mortgage loans with a carrying value of
$77,121,000
to an unrelated third party and recognized a gain of
$5,151,000
. On December 29, 2016, we sold our commercial real estate lending subsidiary, which was classified as held for sale and had a carrying value of
$27,587,000
, which was equal to management's estimate of fair value, to a fund managed by an affiliate of CIM Group. We did not recognize any gain or loss in connection with the transaction. Management's estimate of fair value was determined with assistance from an independent third party valuation firm. In September 2016, we discontinued our efforts to sell the SBA 7 (a) lending platform, and as a result,
$1,988,000
and
$1,183,000
for the years ended
December 31, 2015
and
2014
, respectively, has been reclassified from net income from discontinued operations to net income from continuing operations.
|
(2)
|
Dividends in
2014
do not include PMC Commercial’s pre-Merger dividends or the special dividend paid to PMC Commercial’s stockholders; however, these amounts do include the dividends paid on the shares of preferred stock issued to Urban II in connection with the Merger on an as converted basis. Dividends in 2012 through the Acquisition Date (March 11, 2014) represent distributions by CIM Urban in respect of its limited partnership interests. Dividends in the year ended
December 31, 2013
include five distributions.
|
(3)
|
Unaudited Pro Forma, as if the shares issued in connection with the Merger occurred on January 1, 2012.
|
|
At December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Total assets (1)
|
$
|
2,022,884
|
|
|
$
|
2,092,060
|
|
|
$
|
2,088,902
|
|
|
$
|
1,832,349
|
|
|
$
|
1,868,195
|
|
Debt (1)
|
967,886
|
|
|
693,956
|
|
|
644,835
|
|
|
392,977
|
|
|
343,114
|
|
|||||
Redeemable preferred stock
|
1,426
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity
|
966,589
|
|
|
1,297,347
|
|
|
1,359,816
|
|
|
1,376,483
|
|
|
1,466,073
|
|
|
(1)
|
On January 1, 2016, we adopted FASB Accounting Standards Update No. 2015-03, which required our debt issuance costs previously included in deferred rent receivable and charges to be reclassified to debt on our consolidated balance sheets. This change was applied retrospectively to all prior periods presented resulting in a reclassification from total assets to debt of
$6,113,000
,
$5,780,000
,
$2,128,000
and
$2,517,000
for the years ended
December 31, 2015
,
2014
,
2013
and
2012
, respectively. Additionally, in September 2016, we discontinued our efforts to sell the SBA 7 (a) lending platform, and we reclassified
$37,121,000
and
$41,901,000
at
December 31, 2015
and
2014
, respectively, from liabilities associated with assets held for sale to debt.
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Occupancy
|
85.7
|
%
|
|
86.9
|
%
|
|
85.1
|
%
|
|||
Annualized rent per occupied square foot(1)
|
$
|
36.79
|
|
|
$
|
36.75
|
|
|
$
|
36.25
|
|
|
(1)
|
Represents gross monthly base rent under leases commenced as of the specified periods, multiplied by twelve. This amount reflects total cash rent before abatements. Total abatements for the years ended
December 31, 2016
,
2015
and
2014
were
$4,251,000
,
$5,127,000
and
$7,312,000
, respectively. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail.
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2017
|
|
2017
|
|
2017
|
|
2017
|
||||||||
Expiring Cash Rents:
|
|
|
|
|
|
|
|
||||||||
Expiring square feet(1)
|
88,270
|
|
|
145,442
|
|
|
57,921
|
|
|
81,857
|
|
||||
Expiring rent per square foot(2)
|
$
|
24.21
|
|
|
$
|
31.89
|
|
|
$
|
33.26
|
|
|
$
|
41.70
|
|
|
(1)
|
All month-to-month tenants occupying a total of
61,210
square feet are included in the expiring leases in the first quarter listed.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2016
, under leases expiring during the periods above, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
|
|
|
|
|
New Cash
|
|
Expiring Cash
|
||||||
|
Number of
|
|
Rentable
|
|
Rents per Square
|
|
Rents per Square
|
||||||
|
Leases (1) (2)
|
|
Square Feet (2)
|
|
Foot (2) (3)
|
|
Foot (2) (3)
|
||||||
Twelve Months Ended December 31, 2016
|
53
|
|
|
963,177
|
|
|
$
|
41.01
|
|
|
$
|
33.55
|
|
|
(1)
|
Based on the number of tenants.
|
(2)
|
Excludes leases for which the space was vacant for longer than one year, month-to-month leases, leases with an original term of less than 12 months, related party leases, and space where the previous tenant was a related party.
|
(3)
|
Cash rents represent gross monthly base rent, multiplied by twelve. This amount reflects total cash rent before abatements. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Occupancy
|
92.0
|
%
|
|
92.4
|
%
|
|
92.8
|
%
|
|||
Monthly rent per occupied unit(1)
|
$
|
1,948
|
|
|
$
|
1,942
|
|
|
$
|
1,919
|
|
|
(1)
|
Represents gross monthly base rent under leases commenced as of the specified period, divided by occupied units. This amount reflects total cash rent before concessions.
|
|
(1)
|
The Courtyard Oakland and LAX Holiday Inn were sold in February and July 2016, respectively. The occupancy, ADR and RevPAR are presented for our period of ownership only.
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
$
|
265,931
|
|
|
$
|
276,948
|
|
|
$
|
(11,017
|
)
|
|
(4.0
|
)%
|
Total expenses
|
273,239
|
|
|
273,122
|
|
|
117
|
|
|
—
|
%
|
|||
Gain on sale of real estate
|
39,666
|
|
|
3,092
|
|
|
36,574
|
|
|
—
|
|
|||
Net income from discontinued operations
|
3,853
|
|
|
18,291
|
|
|
(14,438
|
)
|
|
(78.9
|
)%
|
|||
Net income
|
34,565
|
|
|
24,403
|
|
|
10,162
|
|
|
41.6
|
%
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Net income available to common stockholders
|
$
|
34,538
|
|
|
$
|
24,392
|
|
Depreciation and amortization
|
71,968
|
|
|
72,361
|
|
||
Gain on sale of depreciable assets
|
(39,666
|
)
|
|
(3,092
|
)
|
||
FFO available to common stockholders
|
$
|
66,840
|
|
|
$
|
93,661
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Office
|
$
|
187,435
|
|
|
$
|
188,270
|
|
|
$
|
(835
|
)
|
|
(0.4
|
)%
|
Hotel
|
48,379
|
|
|
61,436
|
|
|
(13,057
|
)
|
|
(21.3
|
)%
|
|||
Multifamily
|
20,303
|
|
|
18,721
|
|
|
1,582
|
|
|
8.5
|
%
|
|||
Lending
|
9,814
|
|
|
8,521
|
|
|
1,293
|
|
|
15.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Office
|
82,451
|
|
|
80,785
|
|
|
1,666
|
|
|
2.1
|
%
|
|||
Hotel
|
32,459
|
|
|
41,974
|
|
|
(9,515
|
)
|
|
(22.7
|
)%
|
|||
Multifamily
|
12,357
|
|
|
12,168
|
|
|
189
|
|
|
1.6
|
%
|
|||
Lending
|
5,258
|
|
|
5,727
|
|
|
(469
|
)
|
|
(8.2
|
)%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|
||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
$
|
276,948
|
|
|
$
|
262,827
|
|
|
$
|
14,121
|
|
|
5.4
|
%
|
Total expenses
|
273,122
|
|
|
253,998
|
|
|
19,124
|
|
|
7.5
|
%
|
|||
Bargain purchase gain
|
—
|
|
|
4,918
|
|
|
(4,918
|
)
|
|
—
|
|
|||
Gain on sale of real estate
|
3,092
|
|
|
—
|
|
|
3,092
|
|
|
—
|
|
|||
Net income from discontinued operations
|
18,291
|
|
|
11,455
|
|
|
6,836
|
|
|
59.7
|
%
|
|||
Net income
|
24,403
|
|
|
24,598
|
|
|
(195
|
)
|
|
(0.8
|
)%
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net income available to common stockholders
|
$
|
24,392
|
|
|
$
|
24,378
|
|
Depreciation and amortization
|
72,361
|
|
|
69,047
|
|
||
Gain on sale of depreciable assets
|
(3,092
|
)
|
|
—
|
|
||
FFO available to common stockholders
|
$
|
93,661
|
|
|
$
|
93,425
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Office
|
$
|
188,270
|
|
|
$
|
179,338
|
|
|
$
|
8,932
|
|
|
5.0
|
%
|
Hotel
|
61,436
|
|
|
56,096
|
|
|
5,340
|
|
|
9.5
|
%
|
|||
Multifamily
|
18,721
|
|
|
20,719
|
|
|
(1,998
|
)
|
|
(9.6
|
)%
|
|||
Lending
|
8,521
|
|
|
6,674
|
|
|
1,847
|
|
|
27.7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Office
|
80,785
|
|
|
74,647
|
|
|
6,138
|
|
|
8.2
|
%
|
|||
Hotel
|
41,974
|
|
|
39,694
|
|
|
2,280
|
|
|
5.7
|
%
|
|||
Multifamily
|
12,168
|
|
|
14,402
|
|
|
(2,234
|
)
|
|
(15.5
|
)%
|
|||
Lending
|
5,727
|
|
|
4,887
|
|
|
840
|
|
|
17.2
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgages payable
|
$
|
532,437
|
|
|
$
|
4,642
|
|
|
$
|
25,819
|
|
|
$
|
63,976
|
|
|
$
|
438,000
|
|
Other principal (1)
|
412,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
412,070
|
|
|||||
Secured borrowings (2)
|
27,899
|
|
|
996
|
|
|
2,099
|
|
|
2,255
|
|
|
22,549
|
|
|||||
Interest and fees:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt (3)
|
286,794
|
|
|
38,711
|
|
|
73,904
|
|
|
64,426
|
|
|
109,753
|
|
|||||
Other Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrower advances
|
5,445
|
|
|
5,445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
13,902
|
|
|
13,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tenant improvements
|
50,178
|
|
|
35,725
|
|
|
14,453
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases (4)
|
130,079
|
|
|
749
|
|
|
1,110
|
|
|
1,119
|
|
|
127,101
|
|
|||||
Total contractual obligations
|
$
|
1,458,804
|
|
|
$
|
100,170
|
|
|
$
|
117,385
|
|
|
$
|
131,776
|
|
|
$
|
1,109,473
|
|
|
(1)
|
Represents the junior subordinated notes and unsecured term loan facility.
|
(2)
|
Principal payments on secured borrowings 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. Excludes deferred premiums which do not represent a future outlay of cash since they are amortized over the life of the loan as a reduction to interest expense.
|
(3)
|
Excludes premiums and discounts. For the mortgages payable, the interest expense is calculated based on the current effective interest rate on the related debt. For our unsecured credit facility, we use the current balance outstanding and the applicable rates in effect at
December 31, 2016
to calculate interest expense and unused commitment fees. For our unsecured term loan facility, the impact of the interest rate swap contracts is incorporated. For our secured borrowings related to our government guaranteed loans, we use the variable rate in effect at
December 31, 2016
.
|
(4)
|
Represents future minimum lease payments under our operating leases for office space and under the ground lease for one of the projects.
|
|
|
|
|
|
|
Aggregate
|
||
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 6, 2016
|
|
January 17, 2017
|
|
61,435
|
|
$
|
9
|
|
Declaration Date
|
|
Payment Date
|
|
Dividend Per
Common Share |
||
December 6, 2016
|
|
December 23, 2016
|
|
$
|
0.21875
|
|
September 12, 2016
|
|
September 28, 2016
|
|
0.21875
|
|
|
June 10, 2016
|
|
June 28, 2016
|
|
0.21875
|
|
|
March 8, 2016
|
|
March 29, 2016
|
|
0.21875
|
|
|
December 10, 2015
|
|
December 29, 2015
|
|
0.21875
|
|
|
September 14, 2015
|
|
September 30, 2015
|
|
0.21875
|
|
|
June 12, 2015
|
|
June 29, 2015
|
|
0.21875
|
|
|
March 6, 2015
|
|
March 27, 2015
|
|
0.21875
|
|
2.1
|
|
Agreement and Plan of Merger by and among CIM Urban REIT, LLC, CIM Merger Sub, LLC, PMC Commercial Trust and Southfork Merger Sub, LLC dated July 8, 2013 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated July 8, 2013).
|
2.2
|
|
Agreement and Plan of Merger, dated April 28, 2014, between PMC Commercial Trust and PMC Commercial Merger Sub, Inc. (incorporated by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 14, 2014).
|
3.1
|
|
Articles of Amendment and Restatement of PMC Commercial Merger Sub, Inc. (incorporated by reference to the exhibits to the Registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2014).
|
3.1(a)
|
|
Articles of Amendment (Name Change) (incorporated by reference to the exhibits to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014).
|
3.1(b)
|
|
Articles of Amendment (Reverse Stock Split) (incorporated by reference to the exhibits to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014).
|
3.1(c)
|
|
Articles of Amendment (Par Value Decrease) (incorporated by reference to the exhibits to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014).
|
3.2
|
|
Articles Supplementary for the Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 27, 2016).
|
3.3
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014).
|
4.1
|
|
Purchase Agreement among PMC Commercial Trust, PMC Preferred Capital Trust-A and Taberna Preferred Funding I, Ltd. dated March 15, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005).
|
4.2
|
|
Junior Subordinated Indenture between PMC Commercial Trust and JPMorgan Chase Bank, National Association as Trustee dated March 15, 2005 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005).
|
4.3
|
|
Amended and Restated Trust Agreement among PMC Commercial Trust, JPMorgan Chase Bank, National Association, Chase Bank USA, National Association and The Administrative Trustees Named Herein dated March 15, 2005 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005).
|
4.4
|
|
Preferred Securities Certificate (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005).
|
4.5
|
|
Floating Rate Junior Subordinated Note due 2035 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005).
|
4.6
|
|
Warrant Agreement, dated June 28, 2016, between CIM Commercial Trust Corporation and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-11/A filed with the SEC on June 28, 2016).
|
+10.1
|
|
2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005).
|
+10.2
|
|
First Amendment to PMC Commercial Trust 2005 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10 K filed with the SEC on March 16, 2015).
|
+10.3
|
|
2015 Equity Incentive Plan (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement related to its 2015 annual meeting of stockholders, as filed with the SEC on April 17, 2015).
|
+10.4
|
|
Amended and Restated Executive Employment Contract with Jan F. Salit dated August 30, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 30, 2013).
|
+10.5
|
|
Amended and Restated Executive Employment Contract with Barry N. Berlin dated August 30, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 30, 2013).
|
10.6
|
|
Consent to Assignment and Limited Waiver to Agreement and Plan of Merger, dated as of November 20, 2013, by and among PMC Commercial Trust, CIM Urban REIT, LLC, Southfork Merger Sub, LLC, and CIM Merger Sub, LLC, the terms of which were acknowledged and agreed to by a new subsidiary formed by CIM Urban REIT, LLC, Urban Partners II, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2013).
|
10.7
|
|
Master Services Agreement dated March 11, 2014 by and among PMC Commercial Trust, certain of its subsidiaries, and CIM Service Provider, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2014).
|
10.8
|
|
Registration Rights and Lockup Agreement dated March 11, 2014 by and among Urban Partners II, LLC and PMC Commercial Trust (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2014).
|
10.9
|
|
Service Agreement, dated as of August 7, 2014, by and among CIM Commercial Trust Corporation and CIM Service Provider, LLC, under the Master Services Agreement dated March 11, 2014, by and among PMC Commercial Trust, certain of its subsidiaries, and CIM Service Provider, LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014).
|
10.10
|
|
Form of Indemnification Agreement for directors and officers of CIM Commercial Trust Corporation (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014).
|
10.11
|
|
Credit Agreement, dated as of September 30, 2014, among CIM Commercial Trust Corporation, each guarantor party thereto, each lender party thereto, Bank of America, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2014).
|
10.12
|
|
First Amendment to Credit Agreement, dated as of January 14, 2015, among CIM Commercial Trust Corporation, each Lender party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 16, 2015).
|
10.13
|
|
Second Amendment to Credit Agreement, dated as of May 1, 2015, among CIM Commercial Trust Corporation, each Lender party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 4, 2015).
|
10.14
|
|
Staffing and Reimbursement Agreement, dated as of January 1, 2015, by and among CIM SBA Staffing, LLC, PMC Commercial Lending, LLC and CIM Commercial Trust Corporation (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2015).
|
10.15
|
|
Investment Management Agreement, dated as of May 20, 2005, between CIM Urban Partners, L.P. and CIM Urban REIT Management, Inc. (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2015).
|
10.16
|
|
Investment Management Agreement, dated as of December 10, 2015, between CIM Urban Partners, L.P. and CIM Investment Advisors, LLC (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 16, 2016).
|
10.17
|
|
Second Amended and Restated Agreement of Limited Partnership of CIM Urban Partners, L.P., dated as of December 22, 2005, by and among CIM Urban Partners GP, Inc. and CIM Urban REIT, LLC (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2015).
|
10.18
|
|
Term Loan Agreement, dated as of May 8, 2015, among CIM Commercial Trust Corporation, each guarantor party thereto, Wells Fargo Bank, National Association, as Administrative Agent , Wells Fargo Securities, LLC and Capital One, National Association, as Joint Lead Arrangers and Joint Bookrunners, Capital One, National Association as Syndication Agent, PNC Bank, National Association as Documentation Agent and each lender party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 6, 2015).
|
10.19
|
|
Escrow Agreement, dated June 28, 2016, between CIM Commercial Trust Corporation, International Assets Advisory, LLC and UMB Bank, N.A. (incorporated by reference to Exhibit 10.19 to the Registrant's Registration Statement on Form S-11/A filed with the SEC on June 28, 2016).
|
10.20
|
|
Amendment No. 1 to the Escrow Agreement, dated August 11, 2016, between CIM Commercial Trust Corporation, International Assets Advisory, LLC and UMB Bank, N.A. (incorporated by reference to Exhibit 10.20 to the Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 filed with the SEC on August 11, 2016).
|
*21.1
|
|
Subsidiaries of the Registrant.
|
*23.1
|
|
Consent of BDO USA, LLP.
|
*24.1
|
|
Powers of Attorney (included on signature page).
|
*31.1
|
|
Section 302 Officer Certification—Chief Executive Officer.
|
*31.2
|
|
Section 302 Officer Certification—Chief Financial Officer.
|
*32.1
|
|
Section 906 Officer Certification—Chief Executive Officer.
|
*32.2
|
|
Section 906 Officer Certification—Chief Financial Officer.
|
*101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
|
*
|
Filed herewith.
|
+
|
Management contract or compensatory plan
|
(b)
|
Exhibits
|
(c)
|
Excluded Financial Statements
|
|
|
CIM Commercial Trust Corporation
|
|
|
|
|
|
Dated:
|
March 16, 2017
|
By:
|
/s/ CHARLES E. GARNER II
|
|
|
|
Charles E. Garner II
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Dated:
|
March 16, 2017
|
By:
|
/s/ DAVID THOMPSON
|
|
|
|
David Thompson
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Charles E. Garner II
|
|
Chief Executive Officer (Principal Executive
|
|
March 16, 2017
|
Charles E. Garner II
|
|
Officer)
|
|
|
|
|
|
|
|
/s/ David Thompson
|
|
Chief Financial Officer (Principal Financial
|
|
March 16, 2017
|
David Thompson
|
|
Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Douglas Bech
|
|
Director
|
|
March 16, 2017
|
Douglas Bech
|
|
|
|
|
|
|
|
|
|
/s/ Robert Cresci
|
|
Director
|
|
March 16, 2017
|
Robert Cresci
|
|
|
|
|
|
|
|
|
|
/s/ Kelly Eppich
|
|
Director
|
|
March 16, 2017
|
Kelly Eppich
|
|
|
|
|
|
|
|
|
|
/s/ Frank Golay
|
|
Director
|
|
March 16, 2017
|
Frank Golay
|
|
|
|
|
|
|
|
|
|
/s/ Shaul Kuba
|
|
Director
|
|
March 16, 2017
|
Shaul Kuba
|
|
|
|
|
|
|
|
|
|
/s/ Richard Ressler
|
|
Director
|
|
March 16, 2017
|
Richard Ressler
|
|
|
|
|
|
|
|
|
|
/s/ Avraham Shemesh
|
|
Director
|
|
March 16, 2017
|
Avraham Shemesh
|
|
|
|
|
Financial Statements
|
|
Page
Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Investments in real estate, net
|
$
|
1,606,942
|
|
|
$
|
1,691,711
|
|
Cash and cash equivalents
|
144,449
|
|
|
139,101
|
|
||
Restricted cash
|
32,160
|
|
|
8,086
|
|
||
Accounts receivable, net
|
13,086
|
|
|
11,164
|
|
||
Deferred rent receivable and charges, net
|
116,354
|
|
|
97,225
|
|
||
Other intangible assets, net
|
17,623
|
|
|
20,310
|
|
||
Other assets
|
92,270
|
|
|
102,401
|
|
||
Assets held for sale, net
|
—
|
|
|
22,062
|
|
||
TOTAL ASSETS
|
$
|
2,022,884
|
|
|
$
|
2,092,060
|
|
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt
|
$
|
967,886
|
|
|
$
|
693,956
|
|
Accounts payable and accrued expenses
|
39,155
|
|
|
42,121
|
|
||
Intangible liabilities, net
|
3,576
|
|
|
6,086
|
|
||
Due to related parties
|
10,196
|
|
|
9,472
|
|
||
Other liabilities
|
34,056
|
|
|
32,826
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
10,252
|
|
||
Total liabilities
|
1,054,869
|
|
|
794,713
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 17)
|
|
|
|
||||
REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 61,435 and 0 shares issued and outstanding at December 31, 2016 and 2015, respectively; liquidation preference of $25.00 per share
|
1,426
|
|
|
—
|
|
||
EQUITY:
|
|
|
|
||||
Common stock, $0.001 par value; 900,000,000 shares authorized; 84,048,081 and 97,589,598 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
84
|
|
|
98
|
|
||
Additional paid-in capital
|
1,566,073
|
|
|
1,820,451
|
|
||
Accumulated other comprehensive income (loss)
|
(509
|
)
|
|
(2,519
|
)
|
||
Distributions in excess of earnings
|
(599,971
|
)
|
|
(521,620
|
)
|
||
Total stockholders’ equity
|
965,677
|
|
|
1,296,410
|
|
||
Noncontrolling interests
|
912
|
|
|
937
|
|
||
Total equity
|
966,589
|
|
|
1,297,347
|
|
||
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
|
$
|
2,022,884
|
|
|
$
|
2,092,060
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Rental and other property income
|
$
|
241,413
|
|
|
$
|
252,994
|
|
|
$
|
240,892
|
|
Expense reimbursements
|
12,502
|
|
|
13,394
|
|
|
10,954
|
|
|||
Interest and other income
|
12,016
|
|
|
10,560
|
|
|
10,981
|
|
|||
|
265,931
|
|
|
276,948
|
|
|
262,827
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Rental and other property operating
|
124,703
|
|
|
133,178
|
|
|
126,874
|
|
|||
Asset management and other fees to related parties
|
33,882
|
|
|
33,169
|
|
|
25,222
|
|
|||
Interest
|
34,385
|
|
|
23,630
|
|
|
20,250
|
|
|||
General and administrative
|
7,961
|
|
|
9,402
|
|
|
11,042
|
|
|||
Transaction costs
|
340
|
|
|
1,382
|
|
|
1,563
|
|
|||
Depreciation and amortization
|
71,968
|
|
|
72,361
|
|
|
69,047
|
|
|||
|
273,239
|
|
|
273,122
|
|
|
253,998
|
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
4,918
|
|
|||
Gain on sale of real estate (Note 4)
|
39,666
|
|
|
3,092
|
|
|
—
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
|
32,358
|
|
|
6,918
|
|
|
13,747
|
|
|||
Provision for income taxes
|
1,646
|
|
|
806
|
|
|
604
|
|
|||
NET INCOME FROM CONTINUING OPERATIONS
|
30,712
|
|
|
6,112
|
|
|
13,143
|
|
|||
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Income from operations of assets held for sale (Note 8)
|
3,853
|
|
|
13,140
|
|
|
11,455
|
|
|||
Gain on disposition of assets held for sale (Note 8)
|
—
|
|
|
5,151
|
|
|
—
|
|
|||
NET INCOME FROM DISCONTINUED OPERATIONS
|
3,853
|
|
|
18,291
|
|
|
11,455
|
|
|||
NET INCOME
|
34,565
|
|
|
24,403
|
|
|
24,598
|
|
|||
Net income attributable to noncontrolling interests
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|||
NET INCOME ATTRIBUTABLE TO THE COMPANY
|
34,547
|
|
|
24,392
|
|
|
24,378
|
|
|||
Redeemable preferred stock dividends (Note 12)
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
34,538
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.34
|
|
|
$
|
0.06
|
|
|
$
|
0.13
|
|
Discontinued operations
|
$
|
0.04
|
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
Net income
|
$
|
0.38
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
|
|
|
|
|
|
||||||
Basic
|
91,328
|
|
|
97,588
|
|
|
97,173
|
|
|||
Diluted
|
91,328
|
|
|
97,588
|
|
|
97,176
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET INCOME
|
$
|
34,565
|
|
|
$
|
24,403
|
|
|
$
|
24,598
|
|
Other comprehensive income (loss): cash flow hedges
|
2,010
|
|
|
(2,519
|
)
|
|
—
|
|
|||
COMPREHENSIVE INCOME
|
36,575
|
|
|
21,884
|
|
|
24,598
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY
|
$
|
36,557
|
|
|
$
|
21,873
|
|
|
$
|
24,378
|
|
|
Years Ended December 31, 2016, 2015 and 2014
|
||||||||||||||||||||||||||||||||||||
|
|
|
Common
|
|
|
|
Preferred
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Common
|
|
Stock
|
|
Preferred
|
|
Stock
|
|
Additional
|
|
Other
|
|
Distributions
|
|
|
|
|
|
|
||||||||||||||||||
|
Stock
|
|
Par
|
|
Stock
|
|
Par
|
|
Paid - in
|
|
Comprehensive
|
|
in Excess
|
|
Treasury
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||
|
Outstanding
|
|
Value
|
|
Outstanding
|
|
Value
|
|
Capital
|
|
Income (Loss)
|
|
of Earnings
|
|
Stock
|
|
Interests
|
|
Equity
|
||||||||||||||||||
Balances, December 31, 2013
|
4,400,000
|
|
|
$
|
220
|
|
|
65,028,571
|
|
|
$
|
650
|
|
|
$
|
1,772,821
|
|
|
$
|
—
|
|
|
$
|
(399,953
|
)
|
|
$
|
—
|
|
|
$
|
2,745
|
|
|
$
|
1,376,483
|
|
Distributions pre-merger
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,100
|
)
|
|
—
|
|
|
—
|
|
|
(16,100
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
(264
|
)
|
||||||||
Redemption of Class B shares of subsidiary REITs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|
(1,850
|
)
|
||||||||
Reverse acquisition capital transaction
|
2,119,244
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
49,400
|
|
|
—
|
|
|
—
|
|
|
(4,901
|
)
|
|
—
|
|
|
44,610
|
|
||||||||
Conversion of preferred stock to common stock
|
91,039,999
|
|
|
910
|
|
|
(65,028,571
|
)
|
|
(650
|
)
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Change in par value
|
—
|
|
|
(1,143
|
)
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
14,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
||||||||
Stock-based compensation expense
|
8,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,079
|
|
||||||||
Retirement of fractional shares
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||||
Common dividends ($0.70625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,363
|
)
|
|
—
|
|
|
—
|
|
|
(64,363
|
)
|
||||||||
Preferred dividends ($0.0705 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,585
|
)
|
|
—
|
|
|
—
|
|
|
(4,585
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,378
|
|
|
—
|
|
|
220
|
|
|
24,598
|
|
||||||||
Balances, December 31, 2014
|
97,581,598
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
1,824,381
|
|
|
—
|
|
|
(460,623
|
)
|
|
(4,901
|
)
|
|
861
|
|
|
1,359,816
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
110
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
Stock-based compensation expense
|
8,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
971
|
|
||||||||
Common dividends ($0.875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,389
|
)
|
|
—
|
|
|
—
|
|
|
(85,389
|
)
|
||||||||
Treasury stock retirement (107,265 shares)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,901
|
)
|
|
—
|
|
|
—
|
|
|
4,901
|
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,519
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,519
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,392
|
|
|
—
|
|
|
11
|
|
|
24,403
|
|
||||||||
Balances, December 31, 2015
|
97,589,598
|
|
|
$
|
98
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,820,451
|
|
|
$
|
(2,519
|
)
|
|
$
|
(521,620
|
)
|
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
1,297,347
|
|
|
Years Ended December 31, 2016, 2015 and 2014
|
|||||||||||||||||||||||||||||
|
|
|
Common
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Common
|
|
Stock
|
|
Additional
|
|
Other
|
|
Distributions
|
|
|
|
|
|
|
|||||||||||||||
|
Stock
|
|
Par
|
|
Paid - in
|
|
Comprehensive
|
|
in Excess
|
|
Treasury
|
|
Noncontrolling
|
|
Total
|
|||||||||||||||
|
Outstanding
|
|
Value
|
|
Capital
|
|
Income (Loss)
|
|
of Earnings
|
|
Stock
|
|
Interests
|
|
Equity
|
|||||||||||||||
Balances, December 31, 2015
|
97,589,598
|
|
|
$
|
98
|
|
|
$
|
1,820,451
|
|
|
$
|
(2,519
|
)
|
|
$
|
(521,620
|
)
|
|
$
|
—
|
|
|
$
|
937
|
|
|
$
|
1,297,347
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|||||||
Stock-based compensation expense
|
10,176
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|||||||
Issuance of shares pursuant to employment agreements
|
76,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share repurchases
|
(13,628,116
|
)
|
|
(14
|
)
|
|
(254,547
|
)
|
|
—
|
|
|
(35,573
|
)
|
|
—
|
|
|
—
|
|
|
(290,134
|
)
|
|||||||
Common dividends ($0.875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,316
|
)
|
|
—
|
|
|
—
|
|
|
(77,316
|
)
|
|||||||
Issuance of Warrants
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Dividends to holders of Series A Preferred Stock ($1.375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,010
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,547
|
|
|
—
|
|
|
18
|
|
|
34,565
|
|
|||||||
Balances, December 31, 2016
|
84,048,081
|
|
|
$
|
84
|
|
|
$
|
1,566,073
|
|
|
$
|
(509
|
)
|
|
$
|
(599,971
|
)
|
|
$
|
—
|
|
|
$
|
912
|
|
|
$
|
966,589
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
34,565
|
|
|
$
|
24,403
|
|
|
$
|
24,598
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred rent and amortization of intangible assets, liabilities and lease inducements
|
(6,584
|
)
|
|
(6,835
|
)
|
|
(5,187
|
)
|
|||
Depreciation and amortization
|
71,968
|
|
|
72,361
|
|
|
69,047
|
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
(4,918
|
)
|
|||
Gain on settlement of a contractual obligation
|
—
|
|
|
—
|
|
|
(1,166
|
)
|
|||
Gain on sale of real estate
|
(39,666
|
)
|
|
(3,092
|
)
|
|
—
|
|
|||
Gain on disposition of assets held for sale
|
—
|
|
|
(5,151
|
)
|
|
—
|
|
|||
Straight line rent, below-market ground lease and amortization of intangible assets
|
1,766
|
|
|
1,899
|
|
|
1,892
|
|
|||
Amortization of deferred loan costs
|
2,803
|
|
|
3,229
|
|
|
2,168
|
|
|||
Amortization of premiums and discounts on debt
|
(870
|
)
|
|
(1,179
|
)
|
|
(1,192
|
)
|
|||
Unrealized premium adjustment
|
1,599
|
|
|
1,168
|
|
|
1,692
|
|
|||
Amortization and accretion on loans receivable, net
|
(1,039
|
)
|
|
(6,451
|
)
|
|
(5,095
|
)
|
|||
Bad debt expense
|
161
|
|
|
1,428
|
|
|
594
|
|
|||
Deferred income taxes
|
164
|
|
|
132
|
|
|
(58
|
)
|
|||
Stock-based compensation
|
164
|
|
|
971
|
|
|
1,079
|
|
|||
Loans funded, held for sale to secondary market
|
(38,234
|
)
|
|
(29,619
|
)
|
|
(32,407
|
)
|
|||
Proceeds from sale of guaranteed loans
|
38,536
|
|
|
27,974
|
|
|
22,893
|
|
|||
Principal collected on loans subject to secured borrowings
|
3,866
|
|
|
4,311
|
|
|
4,450
|
|
|||
Other operating activity
|
136
|
|
|
(496
|
)
|
|
(460
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable and interest receivable
|
(2,569
|
)
|
|
(350
|
)
|
|
(2,028
|
)
|
|||
Other assets
|
419
|
|
|
(4,036
|
)
|
|
(5,850
|
)
|
|||
Accounts payable and accrued expenses
|
630
|
|
|
3,678
|
|
|
1,728
|
|
|||
Deferred leasing costs
|
(19,885
|
)
|
|
(8,580
|
)
|
|
(9,753
|
)
|
|||
Other liabilities
|
3,219
|
|
|
984
|
|
|
2,400
|
|
|||
Due to related parties
|
724
|
|
|
286
|
|
|
2,379
|
|
|||
Net cash provided by operating activities
|
51,873
|
|
|
77,035
|
|
|
66,806
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to investments in real estate
|
(35,414
|
)
|
|
(26,614
|
)
|
|
(24,759
|
)
|
|||
Acquisition of real estate properties
|
—
|
|
|
(11,143
|
)
|
|
(63,436
|
)
|
|||
Proceeds from sale of real estate property, net
|
94,568
|
|
|
7,786
|
|
|
—
|
|
|||
Proceeds from sale of assets held for sale, net
|
26,766
|
|
|
82,272
|
|
|
—
|
|
|||
Loans funded
|
(66,001
|
)
|
|
(29,848
|
)
|
|
(18,564
|
)
|
|||
Cash and cash equivalents acquired in connection with the merger
|
—
|
|
|
—
|
|
|
3,185
|
|
|||
Principal collected on loans
|
33,470
|
|
|
39,950
|
|
|
44,924
|
|
|||
Restricted cash
|
(25,150
|
)
|
|
1,691
|
|
|
(3,105
|
)
|
|||
Other investing activity
|
1,287
|
|
|
178
|
|
|
1,454
|
|
|||
Net cash provided by (used in) investing activities
|
29,526
|
|
|
64,272
|
|
|
(60,301
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from mortgages payable
|
392,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of mortgages payable
|
(4,354
|
)
|
|
(77,056
|
)
|
|
(6,472
|
)
|
|||
Proceeds from unsecured revolving lines of credit, revolving credit facilities and term notes
|
175,000
|
|
|
619,000
|
|
|
554,700
|
|
|||
Payment of unsecured revolving lines of credit, revolving credit facilities and term notes
|
(282,000
|
)
|
|
(487,000
|
)
|
|
(393,400
|
)
|
|||
Payment of principal on secured borrowings
|
(13,946
|
)
|
|
(4,311
|
)
|
|
(4,450
|
)
|
|||
Proceeds from secured borrowings
|
25,791
|
|
|
10,000
|
|
|
5,887
|
|
|||
Payment of deferred preferred stock offering costs
|
(1,960
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of deferred loan costs
|
(1,994
|
)
|
|
(3,596
|
)
|
|
(5,774
|
)
|
|||
Payment of common dividends
|
(77,316
|
)
|
|
(85,389
|
)
|
|
(68,948
|
)
|
|||
Payment of special dividend and dividend assumed in acquisition
|
—
|
|
|
—
|
|
|
(59,286
|
)
|
|||
Distributions pre-merger
|
—
|
|
|
—
|
|
|
(16,100
|
)
|
|||
Repurchase of Common Stock
|
(290,134
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
110
|
|
|
10
|
|
|||
Redemption of class B shares of subsidiary REITs
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|||
Net proceeds from issuance of Warrants
|
5
|
|
|
—
|
|
|
201
|
|
|||
Net proceeds from issuance of Series A Preferred Stock
|
1,429
|
|
|
—
|
|
|
—
|
|
|||
Retirement of fractional shares of Common Stock
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Noncontrolling interests' distributions
|
(43
|
)
|
|
(45
|
)
|
|
(264
|
)
|
|||
Net cash (used in) provided by financing activities
|
(77,522
|
)
|
|
(28,287
|
)
|
|
4,251
|
|
|||
Change in cash balances included in assets held for sale
|
1,471
|
|
|
569
|
|
|
(2,040
|
)
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
5,348
|
|
|
113,589
|
|
|
8,716
|
|
|||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
||||||
Beginning of period
|
139,101
|
|
|
25,512
|
|
|
16,796
|
|
|||
End of period
|
$
|
144,449
|
|
|
$
|
139,101
|
|
|
$
|
25,512
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
33,060
|
|
|
$
|
20,920
|
|
|
$
|
19,397
|
|
Federal income taxes paid
|
$
|
1,353
|
|
|
$
|
805
|
|
|
$
|
691
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to investments in real estate included in accounts payable and accrued expenses
|
$
|
4,527
|
|
|
$
|
8,097
|
|
|
$
|
7,613
|
|
Retirement of treasury stock
|
$
|
—
|
|
|
$
|
4,901
|
|
|
$
|
—
|
|
Stock issued in connection with the merger
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,610
|
|
Additions to investments in real estate included in other assets
|
$
|
—
|
|
|
$
|
4,244
|
|
|
$
|
—
|
|
Net increase (decrease) in fair value of derivatives applied to other comprehensive income (loss)
|
$
|
2,010
|
|
|
$
|
(2,519
|
)
|
|
$
|
—
|
|
Foreclosure on a loan receivable included in other assets
|
$
|
—
|
|
|
$
|
708
|
|
|
$
|
—
|
|
Additions to deferred loan costs included in accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Reduction of loans receivable and secured borrowings due to the SBA's repurchase of the guaranteed portion of loans
|
$
|
2,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions to preferred stock offering costs included in accounts payable and accrued expenses
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrual of dividends payable to preferred stockholders
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Preferred stock offering costs offset against redeemable preferred stock
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(in thousands, except per share amounts)
|
||
Pro forma revenue (A)
|
$
|
263,845
|
|
Pro forma net income
|
$
|
19,083
|
|
Pro forma basic and diluted earnings per share
|
$
|
0.20
|
|
|
(A)
|
Unaudited pro forma revenue including revenue from the acquired assets included in discontinued operations were
$278,398,000
for the year ended
December 31, 2014
.
|
Buildings and improvements
|
15 - 40 years
|
Furniture, fixtures, and equipment
|
3 - 5 years
|
Tenant improvements
|
Shorter of the useful lives or
the terms of the related leases
|
|
|
Asset
|
|
Date of
|
|
|
|
Sales
|
|
Gain on
|
||||
Property
|
|
Type
|
|
Sale
|
|
Rooms
|
|
Price
|
|
Sale
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Courtyard Oakland, Oakland, CA
|
|
Hotel
|
|
February 2, 2016
|
|
162
|
|
$
|
43,800
|
|
|
$
|
24,739
|
|
LAX Holiday Inn, Los Angeles, CA
|
|
Hotel
|
|
July 19, 2016
|
|
405
|
|
$
|
52,500
|
|
|
$
|
14,927
|
|
|
|
Asset
|
|
Date of
|
|
|
|
Purchase
|
||
Property
|
|
Type
|
|
Acquisition
|
|
Square Feet
|
|
Price
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
||
2 Kaiser Plaza Parking Lot, Oakland, CA
|
|
Surface parking lot
|
|
August 26, 2015
|
|
44,642
|
|
$
|
11,143
|
|
|
|
Asset
|
|
Date of
|
|
|
|
Sales
|
|
Gain on
|
||||
Property
|
|
Type
|
|
Sale
|
|
Square Feet
|
|
Price
|
|
Sale
|
||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
500 West Santa Ana Boulevard, Santa Ana, CA
|
|
Office
|
|
November 19, 2015
|
|
37,116
|
|
$
|
8,050
|
|
|
$
|
3,092
|
|
|
|
Asset
|
|
Date of
|
|
Number
|
|
Rentable
|
|
Purchase
|
|||
Property
|
|
Type
|
|
Acquisition
|
|
of Buildings
|
|
Square Feet
|
|
Price
|
|||
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|||
4750 Wilshire Boulevard, Los Angeles, CA (1)
|
|
Office
|
|
April 18, 2014
|
|
1
|
|
143,361
|
|
|
$
|
44,936
|
|
Lindblade Media Center, Los Angeles, CA (2)
|
|
Office
|
|
October 21, 2014
|
|
3
|
|
32,428
|
|
|
$
|
18,500
|
|
|
(1)
|
100%
fee-simple interest in an office building built in 1984 and renovated in 2014, located in the Mid-Wilshire submarket of Los Angeles, California.
|
(2)
|
100%
fee-simple interest in a portfolio of creative office buildings located in the West Los Angeles submarket of Los Angeles, California. Two of the buildings were built in 1930 and the third was built in 1957. The buildings were renovated in 2010.
|
|
Year Ended December 31,
|
||||||
|
2015 (1)
|
|
2014 (1)
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
10,931
|
|
|
$
|
22,975
|
|
Land improvements
|
110
|
|
|
535
|
|
||
Buildings and improvements
|
—
|
|
|
38,821
|
|
||
Tenant improvements
|
—
|
|
|
1,197
|
|
||
Acquired in-place leases (2)
|
102
|
|
|
2,396
|
|
||
Acquired below-market leases (3)
|
—
|
|
|
(2,488
|
)
|
||
Net assets acquired
|
$
|
11,143
|
|
|
$
|
63,436
|
|
|
(1)
|
The purchase price of the acquisitions completed during the years ended
December 31, 2015
and
2014
, respectively, were individually less than
5%
and in aggregate less than
10%
of our total assets as of
December 31, 2015
and
2014
, respectively.
|
(2)
|
Acquired in-place leases have a weighted average amortization period of
3.0 years
and
5.1 years
for the
2015
and
2014
acquisitions, respectively.
|
(3)
|
Acquired below-market leases have a weighted average amortization period of
5.0 years
for the
2014
acquisitions.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
343,564
|
|
|
$
|
363,612
|
|
Land improvements
|
26,177
|
|
|
26,747
|
|
||
Buildings and improvements
|
1,475,415
|
|
|
1,506,962
|
|
||
Furniture, fixtures, and equipment
|
4,955
|
|
|
9,720
|
|
||
Tenant improvements
|
159,677
|
|
|
146,205
|
|
||
Work in progress
|
11,706
|
|
|
8,126
|
|
||
Investments in real estate
|
2,021,494
|
|
|
2,061,372
|
|
||
Accumulated depreciation
|
(414,552
|
)
|
|
(369,661
|
)
|
||
Net investments in real estate
|
$
|
1,606,942
|
|
|
$
|
1,691,711
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||
December 31, 2016
|
|
Acquired Above-Market Leases
|
|
Acquired
In-Place Leases
|
|
Tax Abatement
|
|
Acquired
Below-Market Ground Lease
|
|
Trade Name and License
|
|
Acquired
Below-Market Leases
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Gross balance
|
|
$
|
215
|
|
|
$
|
11,551
|
|
|
$
|
4,273
|
|
|
$
|
11,685
|
|
|
$
|
2,957
|
|
|
$
|
(18,893
|
)
|
Accumulated amortization
|
|
(180
|
)
|
|
(8,443
|
)
|
|
(2,873
|
)
|
|
(1,562
|
)
|
|
—
|
|
|
15,317
|
|
||||||
|
|
$
|
35
|
|
|
$
|
3,108
|
|
|
$
|
1,400
|
|
|
$
|
10,123
|
|
|
$
|
2,957
|
|
|
$
|
(3,576
|
)
|
Average useful life (in years)
|
|
8
|
|
|
10
|
|
|
8
|
|
|
84
|
|
|
Indefinite
|
|
|
8
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||||||||||
December 31, 2015
|
|
Acquired Above-Market Leases
|
|
Acquired
In-Place Leases
|
|
Tax Abatement
|
|
Franchise
Affiliation
Fee(1)
|
|
Acquired
Below-Market Ground Lease
|
|
Trade Name and License
|
|
Acquired
Below-Market Leases
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Gross balance
|
|
$
|
966
|
|
|
$
|
21,398
|
|
|
$
|
4,273
|
|
|
$
|
3,936
|
|
|
$
|
11,685
|
|
|
$
|
2,957
|
|
|
$
|
(19,722
|
)
|
Accumulated amortization
|
|
(843
|
)
|
|
(16,943
|
)
|
|
(2,322
|
)
|
|
(3,375
|
)
|
|
(1,422
|
)
|
|
—
|
|
|
13,636
|
|
|||||||
|
|
$
|
123
|
|
|
$
|
4,455
|
|
|
$
|
1,951
|
|
|
$
|
561
|
|
|
$
|
10,263
|
|
|
$
|
2,957
|
|
|
$
|
(6,086
|
)
|
Average useful life (in years)
|
|
7
|
|
|
8
|
|
|
8
|
|
|
10
|
|
|
84
|
|
|
Indefinite
|
|
|
8
|
|
|
(1)
|
Franchise affiliation fee is associated with the Courtyard Oakland, which was sold in February 2016 (Note 4).
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
|
|
Acquired
|
|
Acquired
|
|
|
|
Acquired
|
|
Acquired
|
||||||||||
|
|
Above-Market
|
|
In-Place
|
|
Tax
|
|
Below-Market
|
|
Below-Market
|
||||||||||
Years Ending December 31,
|
|
Leases
|
|
Leases
|
|
Abatement
|
|
Ground Lease
|
|
Leases
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2017
|
|
$
|
26
|
|
|
$
|
871
|
|
|
$
|
551
|
|
|
$
|
140
|
|
|
$
|
(2,405
|
)
|
2018
|
|
9
|
|
|
733
|
|
|
551
|
|
|
140
|
|
|
(971
|
)
|
|||||
2019
|
|
—
|
|
|
464
|
|
|
298
|
|
|
140
|
|
|
(200
|
)
|
|||||
2020
|
|
—
|
|
|
207
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|||||
2021
|
|
—
|
|
|
207
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|||||
Thereafter
|
|
—
|
|
|
626
|
|
|
—
|
|
|
9,423
|
|
|
—
|
|
|||||
|
|
$
|
35
|
|
|
$
|
3,108
|
|
|
$
|
1,400
|
|
|
$
|
10,123
|
|
|
$
|
(3,576
|
)
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
SBA 7(a) loans, subject to credit risk
|
|
$
|
43,623
|
|
|
$
|
43,178
|
|
SBA 7(a) loans, subject to secured borrowings
|
|
29,524
|
|
|
36,646
|
|
||
Other assets
|
|
19,123
|
|
|
22,577
|
|
||
|
|
$
|
92,270
|
|
|
$
|
102,401
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Proceeds received
|
$
|
27,587
|
|
|
$
|
84,928
|
|
Less: Carrying value (1)
|
(27,587
|
)
|
|
(77,121
|
)
|
||
Gain on sale before transaction costs
|
—
|
|
|
7,807
|
|
||
Transaction costs (2)
|
—
|
|
|
(2,656
|
)
|
||
Gain on disposition of assets held for sale
|
$
|
—
|
|
|
$
|
5,151
|
|
|
(1)
|
For commercial mortgage loans sold during the year ended
December 31, 2015
, includes unamortized acquisition discounts of
$15,951,000
as of the date of sale.
|
(2)
|
Transaction costs for the year ended
December 31, 2015
include
$1,638,000
paid to CIM SBA Staffing, LLC, an affiliate of CIM Group, for reimbursement of costs in connection with the sale of substantially all of our commercial mortgage loans to an unrelated third party.
|
|
(in thousands)
|
||
Assets (1)
|
|
||
Commercial real estate loans, net
|
$
|
52,822
|
|
Cash and cash equivalents
|
821
|
|
|
Restricted cash
|
1,076
|
|
|
Accounts receivable, net
|
684
|
|
|
Other assets
|
23
|
|
|
Total assets held for sale, net
|
55,426
|
|
|
Liabilities (1)
|
|
||
Debt
|
25,941
|
|
|
Accounts payable and accrued expenses
|
503
|
|
|
Other liabilities
|
1,395
|
|
|
Total liabilities associated with assets held for sale
|
27,839
|
|
|
Carrying value
|
$
|
27,587
|
|
|
(1)
|
Management estimated that the fair value of the assets held for sale and the liabilities associated with assets held for sale approximated their carrying value at the time of the sale. Management's estimate of the fair value of the commercial real estate loans was determined with assistance from an independent third party valuation firm.
|
|
(in thousands)
|
||
Assets held for sale
|
|
||
Loans receivable, net (1)
|
$
|
20,338
|
|
Cash and cash equivalents
|
1,471
|
|
|
Accounts receivable, net
|
253
|
|
|
Total assets held for sale, net
|
$
|
22,062
|
|
Liabilities associated with assets held for sale
|
|
||
Debt (2)
|
$
|
10,000
|
|
Accounts payable and accrued expenses
|
230
|
|
|
Other liabilities
|
22
|
|
|
Total liabilities associated with assets held for sale
|
$
|
10,252
|
|
|
(1)
|
Represents a commercial real estate loan, subject to secured borrowings, which is a mezzanine loan secured by an indirect ownership interest in an entity that either directly or indirectly owns parcels of commercial real estate. The loan had a variable interest rate.
|
(2)
|
Represents a secured borrowing on a commercial real estate loan with a variable interest rate, reset monthly, based on the 30-day London Interbank Offered Rate ("LIBOR"). The secured borrowing had an interest rate of
9.77%
and was repaid in June 2016.
|
|
|
|
|
|
From the Acquisition Date through
|
||||||
|
Year Ended December 31,
|
|
December 31,
|
||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Revenue
- Interest and other income
|
$
|
6,389
|
|
|
$
|
14,544
|
|
|
$
|
12,236
|
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Interest expense
|
1,944
|
|
|
132
|
|
|
—
|
|
|||
Fees to related party (1)
|
550
|
|
|
777
|
|
|
—
|
|
|||
General and administrative (1)
|
42
|
|
|
495
|
|
|
762
|
|
|||
Provision for income taxes
|
—
|
|
|
—
|
|
|
19
|
|
|||
Total expenses
|
2,536
|
|
|
1,404
|
|
|
781
|
|
|||
Income from operations of assets held for sale
|
3,853
|
|
|
13,140
|
|
|
11,455
|
|
|||
Gain on disposition of assets held for sale
|
—
|
|
|
5,151
|
|
|
—
|
|
|||
Net income from discontinued operations
|
$
|
3,853
|
|
|
$
|
18,291
|
|
|
$
|
11,455
|
|
|
(1)
|
Salaries and related benefits of
$664,000
were included in general and administrative expense for the period from the Acquisition Date through
December 31, 2014
while, as a result of the transfer of substantially all our lending segment employees to an affiliate (Note 16), such expenses were included in fees to related party for the years ended
December 31, 2016
and
2015
.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Mortgage loans with a fixed interest rate of 4.14% per annum, with monthly payments of interest only, and balances totaling $392,000,000 due on July 1, 2026. The loans are nonrecourse.
|
|
$
|
392,000
|
|
|
$
|
—
|
|
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
|
|
||
Mortgage loans with a fixed interest rate of 5.39% per annum, with monthly payments of principal and interest, and balances totaling $35,695,000 due on March 1, 2021. The loans are nonrecourse.
|
|
39,134
|
|
|
39,846
|
|
||
Mortgage loan with a fixed interest rate of 5.18% per annum, with monthly payments of principal and interest, and a balance of $26,232,000 due on June 5, 2021. The loan is nonrecourse.
|
|
29,167
|
|
|
29,744
|
|
||
Mortgage loan with a fixed interest rate of 6.65% per annum, with monthly payments of principal and interest. The loan has a 25-year amortization schedule with a $21,136,000 balance due on July 15, 2018. The loan is nonrecourse.
|
|
26,136
|
|
|
29,201
|
|
||
|
|
532,437
|
|
|
144,791
|
|
||
Deferred loan costs related to mortgage loans
|
|
(2,366
|
)
|
|
(897
|
)
|
||
Premiums and discounts on assumed mortgages, net
|
|
722
|
|
|
1,178
|
|
||
Total Mortgages Payable
|
|
530,793
|
|
|
145,072
|
|
||
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 4.13% and 3.90% at December 31, 2016 and 2015, respectively.
|
|
23,122
|
|
|
29,481
|
|
||
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 1.83% and 1.58% at December 31, 2016 and 2015, respectively.
|
|
4,777
|
|
|
4,947
|
|
||
|
|
27,899
|
|
|
34,428
|
|
||
Unamortized premiums
|
|
2,077
|
|
|
2,693
|
|
||
Total Secured Borrowings—Government Guaranteed Loans
|
|
29,976
|
|
|
37,121
|
|
||
Unsecured term loan facility
|
|
385,000
|
|
|
385,000
|
|
||
Junior subordinated notes with a variable interest rate which resets quarterly based on the 90-day LIBOR plus 3.25%, with quarterly interest only payments. Balance due at maturity on March 30, 2035.
|
|
27,070
|
|
|
27,070
|
|
||
Unsecured credit facility
|
|
—
|
|
|
107,000
|
|
||
|
|
412,070
|
|
|
519,070
|
|
||
Deferred loan costs related to unsecured term loan and credit facilities
|
|
(2,938
|
)
|
|
(5,216
|
)
|
||
Discount on junior subordinated notes
|
|
(2,015
|
)
|
|
(2,091
|
)
|
||
Total Other
|
|
407,117
|
|
|
511,763
|
|
||
Total Debt
|
|
$
|
967,886
|
|
|
$
|
693,956
|
|
Years Ending
|
|
Secured Borrowings
|
|
Mortgages
|
|
|
|
|
||||||||
December 31,
|
|
Principal (1)
|
|
Payable
|
|
Other (2)
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2017
|
|
$
|
996
|
|
|
$
|
4,642
|
|
|
$
|
—
|
|
|
$
|
5,638
|
|
2018
|
|
1,032
|
|
|
24,300
|
|
|
—
|
|
|
25,332
|
|
||||
2019
|
|
1,067
|
|
|
1,519
|
|
|
—
|
|
|
2,586
|
|
||||
2020
|
|
1,107
|
|
|
1,596
|
|
|
—
|
|
|
2,703
|
|
||||
2021
|
|
1,148
|
|
|
62,380
|
|
|
—
|
|
|
63,528
|
|
||||
Thereafter
|
|
22,549
|
|
|
438,000
|
|
|
412,070
|
|
|
872,619
|
|
||||
|
|
$
|
27,899
|
|
|
$
|
532,437
|
|
|
$
|
412,070
|
|
|
$
|
972,406
|
|
|
(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 term loan facility.
|
|
2015
|
|||||
|
Number of
|
|
Weighted
|
|||
|
Shares
|
|
Average
|
|||
|
Underlying
|
|
Exercise
|
|||
|
Options
|
|
Prices
|
|||
Outstanding, January 1
|
17,050
|
|
|
$
|
20.46
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Forfeited
|
(17,050
|
)
|
|
$
|
20.46
|
|
Outstanding and exercisable, December 31
|
—
|
|
|
|
|
2014
|
||||||
|
Number of
|
|
Weighted
|
||||
|
Shares
|
|
Average
|
||||
|
Underlying
|
|
Exercise
|
||||
|
Options
|
|
Prices
|
||||
Outstanding, March 11 (Acquisition Date)
|
19,700
|
|
|
$
|
13.96
|
|
|
Granted
|
11,850
|
|
|
$
|
23.16
|
|
|
Exercised
|
(14,500
|
)
|
|
$
|
13.83
|
|
|
Outstanding and exercisable, December 31
|
17,050
|
|
|
$
|
20.46
|
|
|
Weighted-average fair value per share of stock options granted during the year
|
$
|
0.66
|
|
|
|
|
2016
|
|||||
|
|
|
Weighted
|
|||
|
|
|
Average Grant
|
|||
|
Number of
|
|
Date Fair Value
|
|||
|
Shares
|
|
Per Share
|
|||
Balance, January 1
|
8,002
|
|
|
$
|
18.27
|
|
Granted
|
10,176
|
|
|
$
|
18.87
|
|
Vested
|
(7,334
|
)
|
|
$
|
18.10
|
|
Balance, December 31
|
10,844
|
|
|
$
|
18.75
|
|
|
2015
|
|||||
|
|
|
Weighted
|
|||
|
|
|
Average Grant
|
|||
|
Number of
|
|
Date Fair Value
|
|||
|
Shares
|
|
Per Share
|
|||
Balance, January 1
|
7,334
|
|
|
$
|
21.32
|
|
Granted
|
8,000
|
|
|
$
|
17.81
|
|
Vested
|
(7,332
|
)
|
|
$
|
17.82
|
|
Balance, December 31
|
8,002
|
|
|
$
|
18.27
|
|
|
2014
|
|||||
|
|
|
Weighted
|
|||
|
|
|
Average Grant
|
|||
|
Number of
|
|
Date Fair Value
|
|||
|
Shares
|
|
Per Share
|
|||
Balance, March 11 (Acquisition Date)
|
—
|
|
|
$
|
—
|
|
Granted
|
8,000
|
|
|
$
|
21.42
|
|
Vested
|
(666
|
)
|
|
$
|
22.54
|
|
Balance, December 31
|
7,334
|
|
|
$
|
21.32
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except share and per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
30,712
|
|
|
$
|
6,112
|
|
|
$
|
13,143
|
|
Net income attributable to noncontrolling interests
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|||
Redeemable preferred stock dividends
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Numerator for basic and diluted net income from continuing operations available to common stockholders
|
30,685
|
|
|
6,101
|
|
|
12,923
|
|
|||
Net income from discontinued operations
|
3,853
|
|
|
18,291
|
|
|
11,455
|
|
|||
Numerator for basic and diluted net income available to common stockholders
|
$
|
34,538
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
91,328
|
|
|
97,588
|
|
|
97,173
|
|
|||
Effect of dilutive securities—contingently issuable shares and stock options
|
—
|
|
|
—
|
|
|
3
|
|
|||
Diluted weighted average shares and common stock equivalents outstanding
|
91,328
|
|
|
97,588
|
|
|
97,176
|
|
|||
Basic and diluted net income available to common stockholders per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.34
|
|
|
$
|
0.06
|
|
|
$
|
0.13
|
|
Discontinued operations
|
0.04
|
|
|
0.19
|
|
|
0.12
|
|
|||
Net income
|
$
|
0.38
|
|
|
$
|
0.25
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
Aggregate
|
||
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 6, 2016
|
|
January 17, 2017
|
|
61,435
|
|
$
|
9
|
|
Declaration Date
|
|
Payment Date
|
|
Dividend Per
Common Share |
||
December 6, 2016
|
|
December 23, 2016
|
|
$
|
0.21875
|
|
September 12, 2016
|
|
September 28, 2016
|
|
$
|
0.21875
|
|
June 10, 2016
|
|
June 28, 2016
|
|
$
|
0.21875
|
|
March 8, 2016
|
|
March 29, 2016
|
|
$
|
0.21875
|
|
December 10, 2015
|
|
December 29, 2015
|
|
$
|
0.21875
|
|
September 14, 2015
|
|
September 30, 2015
|
|
$
|
0.21875
|
|
June 12, 2015
|
|
June 29, 2015
|
|
$
|
0.21875
|
|
March 6, 2015
|
|
March 27, 2015
|
|
$
|
0.21875
|
|
Number of Interest
Rate Swaps (1) (2)
|
|
Total Notional Amount
|
|
Fixed Rates
|
|
Floating Rate Index
|
|
Effective Date
|
|
Expiration
Date
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
10
|
|
$
|
385,000
|
|
|
1.559% - 1.569%
|
|
One-Month LIBOR
|
|
11/2/2015
|
|
5/8/2020
|
|
(1)
|
See Note 15 for our fair value disclosures.
|
(2)
|
Our interest rate swaps are not subject to master netting arrangements.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Accumulated other comprehensive income (loss), at beginning of period
|
|
$
|
(2,519
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss) before reclassifications
|
|
(2,227
|
)
|
|
(3,381
|
)
|
|
—
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss) (1)
|
|
4,237
|
|
|
862
|
|
|
—
|
|
|||
Net current period other comprehensive income (loss)
|
|
2,010
|
|
|
(2,519
|
)
|
|
—
|
|
|||
Accumulated other comprehensive income (loss), at end of period
|
|
$
|
(509
|
)
|
|
$
|
(2,519
|
)
|
|
$
|
—
|
|
|
(1)
|
The amounts from AOCI are reclassified as an increase to interest expense in the statements of operations.
|
|
December 31,
|
|
|
|
Balance Sheet
|
|||||||
|
2016
|
|
2015
|
|
Level
|
|
Location
|
|||||
|
(in thousands)
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||
Interest rate swaps
|
$
|
509
|
|
|
$
|
2,519
|
|
|
2
|
|
|
Other liabilities
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
|||||||||||||
|
Carrying
|
|
Estimated
|
|
Carrying
|
|
Estimated
|
|
|
|||||||||
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Level
|
|
||||||||
|
(in thousands)
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans receivable subject to credit risk
|
$
|
43,623
|
|
|
$
|
43,621
|
|
|
$
|
43,178
|
|
|
$
|
43,508
|
|
|
3
|
|
SBA 7(a) loans receivable, subject to secured borrowings
|
29,524
|
|
|
29,976
|
|
|
36,646
|
|
|
37,121
|
|
|
3
|
|
||||
Other loans receivable
|
2,593
|
|
|
2,550
|
|
|
3,278
|
|
|
3,189
|
|
|
3
|
|
||||
Commercial real estate loan, subject to secured borrowing
|
—
|
|
|
—
|
|
|
20,338
|
|
|
20,408
|
|
|
3
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable
|
530,793
|
|
|
516,892
|
|
|
145,072
|
|
|
147,516
|
|
|
3
|
|
||||
Junior subordinated notes
|
25,055
|
|
|
25,173
|
|
|
24,979
|
|
|
25,046
|
|
|
3
|
|
Years Ending December 31,
|
|
(in thousands)
|
||
2017
|
|
$
|
749
|
|
2018
|
|
607
|
|
|
2019
|
|
503
|
|
|
2020
|
|
541
|
|
|
2021
|
|
578
|
|
|
Thereafter
|
|
127,101
|
|
|
|
|
$
|
130,079
|
|
|
|
Governmental
|
|
Other
|
|
|
||||||
Years Ending December 31,
|
|
Tenants
|
|
Tenants
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
2017
|
|
$
|
51,494
|
|
|
$
|
111,887
|
|
|
$
|
163,381
|
|
2018
|
|
51,921
|
|
|
109,922
|
|
|
161,843
|
|
|||
2019
|
|
52,985
|
|
|
99,827
|
|
|
152,812
|
|
|||
2020
|
|
49,067
|
|
|
88,964
|
|
|
138,031
|
|
|||
2021
|
|
35,183
|
|
|
78,127
|
|
|
113,310
|
|
|||
Thereafter
|
|
111,323
|
|
|
307,124
|
|
|
418,447
|
|
|||
|
|
$
|
351,973
|
|
|
$
|
795,851
|
|
|
$
|
1,147,824
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
California
|
50.8
|
%
|
|
52.6
|
%
|
Washington, D.C.
|
32.3
|
|
|
31.1
|
|
Texas
|
7.7
|
|
|
7.4
|
|
North Carolina
|
5.5
|
|
|
5.3
|
|
New York
|
3.7
|
|
|
3.6
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Income from continuing operations before income taxes for TRSs
|
$
|
5,684
|
|
|
$
|
3,010
|
|
|
$
|
5,031
|
|
|
|
|
|
|
|
||||||
Expected federal income tax provision
|
$
|
1,933
|
|
|
$
|
1,023
|
|
|
$
|
1,711
|
|
State income taxes
|
21
|
|
|
42
|
|
|
172
|
|
|||
Change in valuation allowance
|
(1,443
|
)
|
|
(302
|
)
|
|
(1,145
|
)
|
|||
Other
|
1,135
|
|
|
43
|
|
|
(134
|
)
|
|||
Income tax provision
|
$
|
1,646
|
|
|
$
|
806
|
|
|
$
|
604
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
59
|
|
|
$
|
1,614
|
|
Secured borrowings—government guaranteed loans
|
706
|
|
|
916
|
|
||
Other
|
104
|
|
|
264
|
|
||
Total gross deferred tax assets
|
869
|
|
|
2,794
|
|
||
Valuation allowance
|
(64
|
)
|
|
(1,507
|
)
|
||
|
805
|
|
|
1,287
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loans receivable
|
(535
|
)
|
|
(618
|
)
|
||
Other
|
(10
|
)
|
|
(245
|
)
|
||
|
(545
|
)
|
|
(863
|
)
|
||
Deferred tax asset, net
|
$
|
260
|
|
|
$
|
424
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Office:
|
|
|
|
|
|
||||||
Revenues
|
$
|
187,435
|
|
|
$
|
188,270
|
|
|
$
|
179,338
|
|
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
81,217
|
|
|
80,014
|
|
|
73,666
|
|
|||
General and administrative
|
1,234
|
|
|
771
|
|
|
981
|
|
|||
Total property expenses
|
82,451
|
|
|
80,785
|
|
|
74,647
|
|
|||
Segment net operating income—office
|
104,984
|
|
|
107,485
|
|
|
104,691
|
|
|||
Hotel:
|
|
|
|
|
|
||||||
Revenues
|
48,379
|
|
|
61,436
|
|
|
56,096
|
|
|||
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
32,177
|
|
|
41,585
|
|
|
39,544
|
|
|||
General and administrative
|
282
|
|
|
389
|
|
|
150
|
|
|||
Total property expenses
|
32,459
|
|
|
41,974
|
|
|
39,694
|
|
|||
Segment net operating income—hotel
|
15,920
|
|
|
19,462
|
|
|
16,402
|
|
|||
Multifamily:
|
|
|
|
|
|
||||||
Revenues
|
20,303
|
|
|
18,721
|
|
|
20,719
|
|
|||
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
11,309
|
|
|
11,579
|
|
|
13,664
|
|
|||
General and administrative
|
1,048
|
|
|
589
|
|
|
738
|
|
|||
Total property expenses
|
12,357
|
|
|
12,168
|
|
|
14,402
|
|
|||
Segment net operating income—multifamily
|
7,946
|
|
|
6,553
|
|
|
6,317
|
|
|||
Lending:
|
|
|
|
|
|
||||||
Revenues
|
9,814
|
|
|
8,521
|
|
|
6,674
|
|
|||
Lending expenses:
|
|
|
|
|
|
||||||
Interest expense
|
537
|
|
|
845
|
|
|
1,177
|
|
|||
Fees to related party
|
3,555
|
|
|
3,850
|
|
|
—
|
|
|||
General and administrative (1)
|
1,166
|
|
|
1,032
|
|
|
3,710
|
|
|||
Total lending expenses
|
5,258
|
|
|
5,727
|
|
|
4,887
|
|
|||
Segment net operating income—lending
|
4,556
|
|
|
2,794
|
|
|
1,787
|
|
|||
Total segment net operating income
|
$
|
133,406
|
|
|
$
|
136,294
|
|
|
$
|
129,197
|
|
|
(1)
|
Salaries and related benefits of
$2,866,000
were included in general and administrative expense for the period from the Acquisition Date through
December 31, 2014
while, as a result of the transfer of substantially all our lending segment employees to an affiliate (Note 16), such expenses were included in fees to related party for the years ended
December 31, 2016
and
2015
.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Total segment net operating income
|
$
|
133,406
|
|
|
$
|
136,294
|
|
|
$
|
129,197
|
|
Asset management and other fees to related parties
|
(30,327
|
)
|
|
(29,319
|
)
|
|
(25,222
|
)
|
|||
Interest expense
|
(33,848
|
)
|
|
(22,785
|
)
|
|
(19,073
|
)
|
|||
General and administrative
|
(4,231
|
)
|
|
(6,621
|
)
|
|
(5,463
|
)
|
|||
Transaction costs
|
(340
|
)
|
|
(1,382
|
)
|
|
(1,563
|
)
|
|||
Depreciation and amortization
|
(71,968
|
)
|
|
(72,361
|
)
|
|
(69,047
|
)
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
4,918
|
|
|||
Gain on sale of real estate
|
39,666
|
|
|
3,092
|
|
|
—
|
|
|||
Income from continuing operations before provision for income taxes
|
32,358
|
|
|
6,918
|
|
|
13,747
|
|
|||
Provision for income taxes
|
(1,646
|
)
|
|
(806
|
)
|
|
(604
|
)
|
|||
Net income from continuing operations
|
30,712
|
|
|
6,112
|
|
|
13,143
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income from operations of assets held for sale
|
3,853
|
|
|
13,140
|
|
|
11,455
|
|
|||
Gain on disposition of assets held for sale
|
—
|
|
|
5,151
|
|
|
—
|
|
|||
Net income from discontinued operations
|
3,853
|
|
|
18,291
|
|
|
11,455
|
|
|||
Net income
|
34,565
|
|
|
24,403
|
|
|
24,598
|
|
|||
Net income attributable to noncontrolling interests
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|||
Net income attributable to the Company
|
$
|
34,547
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Condensed assets:
|
|
|
|
||||
Office
|
$
|
1,568,702
|
|
|
$
|
1,520,339
|
|
Hotel
|
115,955
|
|
|
176,735
|
|
||
Multifamily
|
170,159
|
|
|
171,429
|
|
||
Lending assets
|
91,191
|
|
|
128,992
|
|
||
Non-segment assets
|
76,877
|
|
|
94,565
|
|
||
Total assets
|
$
|
2,022,884
|
|
|
$
|
2,092,060
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Capital expenditures (1):
|
|
|
|
|
|
||||||
Office
|
$
|
30,563
|
|
|
$
|
27,686
|
|
|
$
|
26,157
|
|
Hotel
|
733
|
|
|
1,158
|
|
|
1,481
|
|
|||
Multifamily
|
548
|
|
|
2,498
|
|
|
1,241
|
|
|||
Total capital expenditures
|
31,844
|
|
|
31,342
|
|
|
28,879
|
|
|||
Loan originations (2)
|
105,201
|
|
|
59,467
|
|
|
50,971
|
|
|||
Total capital expenditures and loan originations
|
$
|
137,045
|
|
|
$
|
90,809
|
|
|
$
|
79,850
|
|
|
(1)
|
Represents additions and improvements to real estate investments, excluding acquisitions.
|
(2)
|
For the year ended
December 31, 2016
, loan originations includes
$966,000
of non cash additions to commercial real estate loans for capitalized interest.
|
|
(1)
|
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.
|
(2)
|
For the three months ended March 31, June 30 and September 30, 2016, as previously reported in the respective Form 10-Qs.
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
$
|
69,249
|
|
|
$
|
69,237
|
|
|
$
|
68,460
|
|
|
$
|
70,002
|
|
Gain on sale of real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
3,092
|
|
||||
Net income from continuing operations
|
12
|
|
|
1,802
|
|
|
601
|
|
|
3,697
|
|
||||
Net income from discontinued operations
|
2,720
|
|
|
3,180
|
|
|
4,640
|
|
|
7,751
|
|
||||
Net income
|
2,732
|
|
|
4,982
|
|
|
5,241
|
|
|
11,448
|
|
||||
Net income attributable to the Company
|
2,732
|
|
|
4,976
|
|
|
5,242
|
|
|
11,442
|
|
||||
Redeemable preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common stockholders
|
2,732
|
|
|
4,976
|
|
|
5,242
|
|
|
11,442
|
|
||||
BASIC AND DILUTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE (1):
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.04
|
|
Discontinued operations
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
Net income
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Weighted average shares of common stock outstanding - basic
|
97,582
|
|
|
97,589
|
|
|
97,590
|
|
|
97,590
|
|
||||
Weighted average shares of common stock outstanding - diluted
|
97,582
|
|
|
97,589
|
|
|
97,590
|
|
|
97,590
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations (2)
|
$
|
67,239
|
|
|
$
|
66,919
|
|
|
$
|
66,395
|
|
|
$
|
67,874
|
|
Revenues subsequently reclassified from discontinued operations
|
2,010
|
|
|
2,318
|
|
|
2,065
|
|
|
2,128
|
|
||||
Revenues from continuing operations, as adjusted
|
$
|
69,249
|
|
|
$
|
69,237
|
|
|
$
|
68,460
|
|
|
$
|
70,002
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations (2)
|
$
|
(230
|
)
|
|
$
|
998
|
|
|
$
|
233
|
|
|
$
|
3,123
|
|
Net income from continuing operations subsequently reclassified from discontinued operations
|
242
|
|
|
804
|
|
|
368
|
|
|
574
|
|
||||
Net income from continuing operations, as adjusted
|
$
|
12
|
|
|
$
|
1,802
|
|
|
$
|
601
|
|
|
$
|
3,697
|
|
|
|
|
|
|
|
|
|
||||||||
Net income from discontinued operations (2)
|
$
|
2,962
|
|
|
$
|
3,984
|
|
|
$
|
5,008
|
|
|
$
|
8,325
|
|
Net income from discontinued operations subsequently reclassified to continuing operations
|
(242
|
)
|
|
(804
|
)
|
|
(368
|
)
|
|
(574
|
)
|
||||
Net income from discontinued operations, as adjusted
|
$
|
2,720
|
|
|
$
|
3,180
|
|
|
$
|
4,640
|
|
|
$
|
7,751
|
|
|
(1)
|
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.
|
(2)
|
For the three months ended March 31, June 30, September 30 and December 31, 2015, as previously reported in the Form 10-K.
|
|
|
|
|
Initial Cost
|
|
Net
Improvements (Write-Offs) Since Acquisition |
|
Gross Amount at Which Carried
|
|
|
|
|
||||||||||||||||||||||||
Property Name,
City and State |
|
Encumbrances
|
|
Land
|
|
Building
and Improvements |
|
|
Land
|
|
Building
and Improvements |
|
Total
|
|
Acc.
Deprec. |
|
Year Built /
Renovated |
|
Year of
Acquisition |
|||||||||||||||||
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
7083 Hollywood Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
$
|
21,700
|
|
|
$
|
6,276
|
|
|
$
|
13,161
|
|
|
$
|
3,248
|
|
|
$
|
6,276
|
|
|
$
|
16,409
|
|
|
$
|
22,685
|
|
|
$
|
5,626
|
|
|
1981
|
|
2005
|
800 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
—
|
|
|
—
|
|
|
109,948
|
|
|
(6,685
|
)
|
|
—
|
|
|
103,263
|
|
|
103,263
|
|
|
28,168
|
|
|
1991
|
|
2005
|
||||||||
370 L'Enfant Promenade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
—
|
|
|
33,936
|
|
|
145,796
|
|
|
(5,724
|
)
|
|
33,936
|
|
|
140,072
|
|
|
174,008
|
|
|
39,969
|
|
|
1987
|
|
2005
|
||||||||
260 Townsend Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
San Francisco, CA
|
|
28,200
|
|
|
7,574
|
|
|
13,843
|
|
|
2,219
|
|
|
7,574
|
|
|
16,062
|
|
|
23,636
|
|
|
6,603
|
|
|
1986
|
|
2006
|
||||||||
830 1st Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
46,000
|
|
|
18,095
|
|
|
62,017
|
|
|
(1,193
|
)
|
|
18,095
|
|
|
60,824
|
|
|
78,919
|
|
|
15,939
|
|
|
2002
|
|
2006
|
||||||||
200 S College Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Charlotte, NC
|
|
—
|
|
|
7,702
|
|
|
109,006
|
|
|
8,497
|
|
|
7,702
|
|
|
117,503
|
|
|
125,205
|
|
|
35,792
|
|
|
1977/1997
|
|
2007
|
||||||||
3601 S Congress Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Austin, TX
|
|
—
|
|
|
9,569
|
|
|
18,593
|
|
|
1,900
|
|
|
9,569
|
|
|
20,493
|
|
|
30,062
|
|
|
6,459
|
|
|
1918/2001
|
|
2007
|
||||||||
899 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
—
|
|
|
34,641
|
|
|
84,466
|
|
|
12,638
|
|
|
34,641
|
|
|
97,104
|
|
|
131,745
|
|
|
24,517
|
|
|
1969-1973/1999 & 2011
|
|
2007
|
||||||||
999 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
—
|
|
|
32,221
|
|
|
86,526
|
|
|
10,710
|
|
|
32,221
|
|
|
97,236
|
|
|
129,457
|
|
|
25,564
|
|
|
1969-1973/1999 & 2011
|
|
2007
|
||||||||
901 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, DC
|
|
—
|
|
|
27,117
|
|
|
—
|
|
|
4,299
|
|
|
27,117
|
|
|
4,299
|
|
|
31,416
|
|
|
1,216
|
|
|
N/A
|
|
2007
|
||||||||
1333 Broadway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
39,500
|
|
|
7,048
|
|
|
41,578
|
|
|
9,910
|
|
|
7,048
|
|
|
51,488
|
|
|
58,536
|
|
|
12,128
|
|
|
1972/1995
|
|
2008
|
||||||||
1901 Harrison Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
42,500
|
|
|
3,838
|
|
|
68,106
|
|
|
5,792
|
|
|
3,838
|
|
|
73,898
|
|
|
77,736
|
|
|
19,870
|
|
|
1985
|
|
2008
|
||||||||
2100 Franklin Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
80,000
|
|
|
4,277
|
|
|
34,033
|
|
|
11,638
|
|
|
4,277
|
|
|
45,671
|
|
|
49,948
|
|
|
13,100
|
|
|
2008
|
|
2008
|
||||||||
2101 Webster Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
83,000
|
|
|
4,752
|
|
|
109,812
|
|
|
31,111
|
|
|
4,752
|
|
|
140,923
|
|
|
145,675
|
|
|
35,951
|
|
|
1984
|
|
2008
|
||||||||
2353 Webster Street Parking Garage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
—
|
|
|
—
|
|
|
9,138
|
|
|
29
|
|
|
—
|
|
|
9,167
|
|
|
9,167
|
|
|
1,894
|
|
|
1986
|
|
2008
|
||||||||
1 Kaiser Plaza
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
97,100
|
|
|
9,261
|
|
|
113,619
|
|
|
16,677
|
|
|
9,261
|
|
|
130,296
|
|
|
139,557
|
|
|
32,194
|
|
|
1970/2008
|
|
2008
|
||||||||
2 Kaiser Plaza Parking Lot
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
—
|
|
|
10,931
|
|
|
110
|
|
|
653
|
|
|
10,931
|
|
|
763
|
|
|
11,694
|
|
|
29
|
|
|
N/A
|
|
2015
|
||||||||
980 9th Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
3,380
|
|
|
86,939
|
|
|
4,375
|
|
|
3,380
|
|
|
91,314
|
|
|
94,694
|
|
|
17,760
|
|
|
1992
|
|
2009
|
||||||||
1010 8th Street Parking Garage & Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
1,020
|
|
|
1,980
|
|
|
148
|
|
|
1,020
|
|
|
2,128
|
|
|
3,148
|
|
|
414
|
|
|
1992
|
|
2009
|
||||||||
211 Main Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
San Francisco, CA
|
|
26,136
|
|
|
14,364
|
|
|
106,875
|
|
|
1,837
|
|
|
14,364
|
|
|
108,712
|
|
|
123,076
|
|
|
28,994
|
|
|
1973/1998
|
|
2009
|
||||||||
11600 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
3,477
|
|
|
18,522
|
|
|
1,650
|
|
|
3,477
|
|
|
20,172
|
|
|
23,649
|
|
|
3,707
|
|
|
1955
|
|
2010
|
||||||||
11620 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
7,672
|
|
|
51,999
|
|
|
7,678
|
|
|
7,672
|
|
|
59,677
|
|
|
67,349
|
|
|
11,123
|
|
|
1976
|
|
2010
|
||||||||
4750 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
16,633
|
|
|
28,985
|
|
|
58
|
|
|
16,633
|
|
|
29,043
|
|
|
45,676
|
|
|
2,341
|
|
|
1984/2014
|
|
2014
|
||||||||
Lindblade Media Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
6,342
|
|
|
11,568
|
|
|
—
|
|
|
6,342
|
|
|
11,568
|
|
|
17,910
|
|
|
847
|
|
|
1930 & 1957 / 2010
|
|
2014
|
|
|
|
|
Initial Cost
|
|
Net
Improvements (Write-Offs) Since Acquisition |
|
Gross Amount at Which Carried
|
|
|
|
|
||||||||||||||||||||||||
Property Name,
City and State |
|
Encumbrances
|
|
Land
|
|
Building
and Improvements |
|
|
Land
|
|
Building
and Improvements |
|
Total
|
|
Acc.
Deprec. |
|
Year Built /
Renovated |
|
Year of
Acquisition |
|||||||||||||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
3636 McKinney Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dallas, TX
|
|
9,363
|
|
|
3,806
|
|
|
11,077
|
|
|
427
|
|
|
3,806
|
|
|
11,504
|
|
|
15,310
|
|
|
2,021
|
|
|
2006
|
|
2010
|
||||||||
3839 McKinney Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dallas, TX
|
|
6,211
|
|
|
1,679
|
|
|
8,621
|
|
|
254
|
|
|
1,679
|
|
|
8,875
|
|
|
10,554
|
|
|
1,577
|
|
|
2006
|
|
2010
|
||||||||
4649 Cole Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dallas, TX
|
|
23,560
|
|
|
17,483
|
|
|
16,355
|
|
|
5,420
|
|
|
17,483
|
|
|
21,775
|
|
|
39,258
|
|
|
4,191
|
|
|
1994
|
|
2010
|
||||||||
4200 Scotland Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Houston, TX
|
|
29,167
|
|
|
9,811
|
|
|
40,150
|
|
|
343
|
|
|
9,811
|
|
|
40,493
|
|
|
50,304
|
|
|
7,030
|
|
|
2009
|
|
2010
|
||||||||
47 E 34th Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
New York, NY
|
|
—
|
|
|
30,612
|
|
|
31,145
|
|
|
1,450
|
|
|
30,612
|
|
|
32,595
|
|
|
63,207
|
|
|
4,226
|
|
|
2009
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hotel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sheraton Grand Hotel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
3,497
|
|
|
107,447
|
|
|
(3,729
|
)
|
|
3,497
|
|
|
103,718
|
|
|
107,215
|
|
|
22,899
|
|
|
2001
|
|
2008
|
||||||||
Sheraton Grand Hotel Parking Garage & Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
6,550
|
|
|
10,996
|
|
|
(111
|
)
|
|
6,550
|
|
|
10,885
|
|
|
17,435
|
|
|
2,403
|
|
|
2001
|
|
2008
|
||||||||
|
|
$
|
532,437
|
|
|
$
|
343,564
|
|
|
$
|
1,552,411
|
|
|
$
|
125,519
|
|
|
$
|
343,564
|
|
|
$
|
1,677,930
|
|
|
$
|
2,021,494
|
|
|
$
|
414,552
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Real Estate Assets
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
2,061,372
|
|
|
$
|
2,036,794
|
|
|
$
|
1,953,848
|
|
|
|
|
|
|
|
||||||
Additions:
|
|
|
|
|
|
||||||
Improvements
|
31,844
|
|
|
31,342
|
|
|
28,879
|
|
|||
Property acquisitions
|
—
|
|
|
11,041
|
|
|
63,528
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Asset sales
|
(61,801
|
)
|
|
(6,237
|
)
|
|
—
|
|
|||
Retirements
|
(9,921
|
)
|
|
(11,568
|
)
|
|
(9,461
|
)
|
|||
Balance, end of period
|
$
|
2,021,494
|
|
|
$
|
2,061,372
|
|
|
$
|
2,036,794
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Accumulated Depreciation
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
(369,661
|
)
|
|
$
|
(320,857
|
)
|
|
$
|
(271,683
|
)
|
|
|
|
|
|
|
||||||
Additions: depreciation
|
(62,239
|
)
|
|
(61,915
|
)
|
|
(58,635
|
)
|
|||
Deductions:
|
|
|
|
|
|
||||||
Asset sales
|
7,427
|
|
|
1,543
|
|
|
—
|
|
|||
Retirements
|
9,921
|
|
|
11,568
|
|
|
9,461
|
|
|||
Balance, end of period
|
$
|
(414,552
|
)
|
|
$
|
(369,661
|
)
|
|
$
|
(320,857
|
)
|
|
(1)
|
Excludes general reserves of
$223,000
.
|
(2)
|
Includes
$151,000
of loans not secured by real estate. Also includes
$241,000
of loans with subordinate lien positions.
|
(3)
|
Interest rates are variable at spreads over the prime rate unless otherwise noted.
|
(4)
|
Includes two loans with retained face values of
$11,000
and
$33,000
respectively both with a fixed interest rate of
6.00%
. Also includes a loan with a retained face value of
$598,000
, a valuation reserve of
$16,000
and a fixed interest rate of
6.25%
.
|
(5)
|
Includes a loan with a retained face value of
$431,000
, a valuation reserve of
$32,000
and a fixed interest rate of
6.25%
.
|
(6)
|
Represents the government guaranteed portions of our SBA 7(a) loans detailed above retained by us. As there is no risk of loss to us related to these portions of the guaranteed loans, the geographic information is not presented as it is not meaningful.
|
(7)
|
Represents the guaranteed portion of SBA 7(a) loans which were sold with the proceeds received from the sale reflected as secured borrowings. For Federal income tax purposes, these proceeds are treated as sales and reduce the carrying value of loans receivable.
|
(8)
|
Conventional loans have both variable and fixed rates of interest.
|
(9)
|
Loan is secured by a second lien on the property which is subordinated to our first lien on the property.
|
(10)
|
Loan has a face value of
$443,000
and a fixed interest rate of
7.50%
.
|
(11)
|
For Federal income tax purposes, the aggregate cost basis of our loans was
$46,817,000
(unaudited).
|
Balance at March 11, 2014 (1)
|
|
$
|
207,140
|
|
Additions during period:
|
|
|
||
New mortgage loans
|
|
50,971
|
|
|
Other - deferral for collection of commitment fees, net of costs
|
|
634
|
|
|
Other - accretion of loan fees and discounts
|
|
5,442
|
|
|
|
|
|
||
Deductions during period:
|
|
|
||
Collections of principal
|
|
(49,373
|
)
|
|
Foreclosures
|
|
(1,098
|
)
|
|
Cost of mortgages sold, net
|
|
(24,522
|
)
|
|
Other - bad debt expense, net of recoveries
|
|
(142
|
)
|
|
Balance at December 31, 2014
|
|
189,052
|
|
|
|
|
|
||
Additions during period:
|
|
|
||
New mortgage loans
|
|
59,467
|
|
|
Other - deferral for collection of commitment fees, net of costs
|
|
385
|
|
|
Other - accretion of loan fees and discounts
|
|
6,841
|
|
|
|
|
|
||
Deductions during period:
|
|
|
||
Collections of principal
|
|
(44,261
|
)
|
|
Foreclosures
|
|
(708
|
)
|
|
Cost of mortgages sold, net
|
|
(29,799
|
)
|
|
Other - sale of mortgage loans
|
|
(77,121
|
)
|
|
Other - bad debt expense, net of recoveries
|
|
(416
|
)
|
|
Balance at December 31, 2015
|
|
103,440
|
|
|
|
|
|
||
Additions during period:
|
|
|
||
New mortgage loans (2)
|
|
105,201
|
|
|
Other - recoveries of bad debts, net of bad debt expense
|
|
199
|
|
|
Other - accretion of loan fees and discounts
|
|
1,592
|
|
|
|
|
|
||
Deductions during period:
|
|
|
||
Collections of principal
|
|
(37,336
|
)
|
|
Foreclosures
|
|
(92
|
)
|
|
Cost of mortgages sold, net
|
|
(41,040
|
)
|
|
Other - collection of commitment fees, net of costs
|
|
(739
|
)
|
|
Other - reclassification from secured borrowings
|
|
(2,663
|
)
|
|
Other - sale of commercial real estate loans (Note 8)
|
|
(52,822
|
)
|
|
Balance at December 31, 2016
|
|
$
|
75,740
|
|
|
(1)
|
In connection with the reverse merger completed on March 11, 2014 we acquired loans receivable which were recorded at fair value.
|
(2)
|
Includes
$966,000
of non cash additions to commercial real estate loans for interest.
|
Entity
|
|
State of Formation
|
|
Type of Organization
|
260 Townsend (SF) GP, LLC
|
|
Delaware
|
|
LLC
|
47 East 34th Street (NY) GP, LLC
|
|
Delaware
|
|
LLC
|
47 East 34th Street (NY), L.P.
|
|
Delaware
|
|
LP
|
4750 Wilshire Blvd. (LA) Owner, LLC
|
|
Delaware
|
|
LLC
|
7083 Hollywood (LA) GP, LLC
|
|
Delaware
|
|
LLC
|
7083 Hollywood (LA) Owner, LP
|
|
Delaware
|
|
LLC
|
9901 La Cienaga (Los Angeles) Owner, LLC
|
|
Delaware
|
|
LLC
|
9901 LA Cienega (Los Angeles) TRS, LLC
|
|
Delaware
|
|
LLC
|
CIM Commercial Trust Corporation
|
|
Maryland
|
|
Corporation
|
CIM REIT LP Newco 1, LP
|
|
California
|
|
LP
|
CIM REIT Newco 1 GP, LLC
|
|
California
|
|
LLC
|
CIM Urban Holdings, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban Partners, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT 211 Main St. (SF) GP, LLC
|
|
California
|
|
LLC
|
CIM Urban REIT 211 Main St. (SF), LP
|
|
California
|
|
LP
|
CIM Urban REIT GP I, LLC
|
|
California
|
|
LLC
|
CIM Urban REIT GP II, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban REIT GP III, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban REIT GP IV, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban REIT Holdings, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban REIT Properties I, L.P.
|
|
California
|
|
LP
|
CIM Urban REIT Properties II, L.P.
|
|
California
|
|
LP
|
CIM Urban REIT Properties III, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties V, L.P.
|
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Delaware
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LP
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CIM Urban REIT Properties VI, L.P.
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Delaware
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LP
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CIM Urban REIT Properties VIII GP, LLC
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Delaware
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LLC
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CIM Urban REIT Properties VIII Holdings, L.P.
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Delaware
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LP
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CIM Urban REIT Properties VIII, L.P.
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Delaware
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LP
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CIM Urban REIT Properties IX, L.P.
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Delaware
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LP
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CIM Urban REIT Properties X, L.P.
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Delaware
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LP
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CIM Urban REIT Properties XI, L.P.
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Delaware
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LP
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CIM Urban REIT Properties XII, L.P.
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Delaware
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LP
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CIM Urban REIT Properties XIII, L.P.
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Delaware
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LP
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CIM Wilshire (Los Angeles) Investor, LLC
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Delaware
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LLC
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CIM Wilshire (Los Angeles) Manager, LLC
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Delaware
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LLC
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CIM/11600 Wilshire (Los Angeles) GP, LLC
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Delaware
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LLC
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CIM/11600 Wilshire (Los Angeles), LP
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Delaware
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LP
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CIM 11620 Wilshire (Los Angeles) GP, LLC
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Delaware
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LLC
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CIM 11620 Wilshire (Los Angeles), LP
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Delaware
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LP
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CIM/3636 McKinney Avenue (Dallas), LP
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Delaware
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LP
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CIM/3839 McKinney Avenue (Dallas), LP
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Delaware
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LP
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CIM/4200 Scotland Street (Houston), LP
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Delaware
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LP
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CIM/4649 Cole Avenue (Dallas), LP
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Delaware
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LP
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CIM/980 9th Street (Sacramento), LP
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Delaware
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LP
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CIM/980 9th Street (Sacramento) TRS, LLC
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Delaware
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LLC
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CIM/9901 La Cienega (Los Angeles) Owner, LLC
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Delaware
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LLC
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CIM/9901 La Cienega (LA), L.P.
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Delaware
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LP
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CIM/J Street Hotel Sacramento GP, LLC
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California
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LLC
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CIM/J Street Hotel Sacramento, Inc.
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California
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Corporation
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CIM/J Street Hotel Sacramento, L.P.
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California
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LP
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CIM/Oakland 1 Kaiser Plaza GP, LLC
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Delaware
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LLC
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CIM/Oakland 1 Kaiser Plaza, LP
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Delaware
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LP
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CIM/Oakland 1333 Broadway GP, LLC
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Delaware
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LLC
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CIM/Oakland 1333 Broadway, LP
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Delaware
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LP
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CIM/Oakland 1901 Harrison GP, LLC
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Delaware
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LLC
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CIM/Oakland 1901 Harrison, LP
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Delaware
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LP
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CIM/Oakland 2353 Webster, LP
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Delaware
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LP
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CIM/Oakland Center 21 GP, LLC
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Delaware
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LLC
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CIM/Oakland Center 21, LP
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Delaware
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LP
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CIM/Oakland Downtown, Inc.
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California
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Corporation
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CIM/Oakland Downtown, L.P.
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Delaware
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LP
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CIM/Oakland Office Portfolio GP, LLC
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Delaware
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LLC
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CIM/Oakland Office Portfolio, LP
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Delaware
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LP
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CIM/Oakland Office Properties GP, LLC
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Delaware
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LLC
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CIM/Texas Apartments GP 1, LLC
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Delaware
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LLC
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CIM/Union Square 825 GP LLC
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Delaware
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LLC
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CIM/Union Square 941 GP LLC
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Delaware
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LLC
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CIM/Union Square 825 Holdings GP LLC
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Delaware
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LLC
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CIM/Union Square 941 Holdings GP LLC
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Delaware
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LLC
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CIM/Union Square Plaza GP LLC
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Delaware
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LLC
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First Western SBLC, Inc.
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Florida
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Corporation
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FW Asset Holding, LLC
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Delaware
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LLC
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Lindblade Media Center (LA) Owner, LLC
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Delaware
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LLC
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PMC Asset Holding, LLC
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Delaware
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LLC
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PMC Commercial Lending, LLC
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Delaware
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LLC
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PMC Funding Corporation
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Florida
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Corporation
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PMC Mortgage Corp., LLC
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Delaware
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LLC
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PMC Preferred Capital Trust A
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Delaware
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Trust
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PMC Properties, Inc.
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Delaware
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Corporation
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Two Kaiser Plaza (Oakland) Owner, LLC
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Delaware
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LLC
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Union Square 825 Property, LP
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Delaware
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LP
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Union Square 941 Property, LP
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Delaware
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LP
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Union Square 825 Holdings, LP
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Delaware
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LP
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Union Square 941 Holdings, LP
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Delaware
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LP
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Union Square Plaza Owner LP
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Delaware
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LP
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Urban Partners GP, LLC
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Delaware
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LLC
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WEH Capitol , LLC (800 N. Capitol)
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Delaware
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LLC
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Urban Partners GP Manager, LLC
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Delaware
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LLC
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Galaxy 800 N. Capitol Owners, LLC (800)
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District of Columbia
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LLC
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1.
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I have reviewed this report on Form 10-K for the year ended December 31, 2016 of CIM Commercial Trust Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 16, 2017
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/s/ Charles E. Garner II
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Charles E. Garner II
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K for the year ended December 31, 2016 of CIM Commercial Trust Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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|
|
Date: March 16, 2017
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/s/ David Thompson
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David Thompson
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Chief Financial Officer
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|
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Dated: March 16, 2017
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/s/ Charles E. Garner II
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|
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Name:
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Charles E. Garner II
|
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Title:
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Chief Executive Officer
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|
|
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Dated: March 16, 2017
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/s/ David Thompson
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|
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Name:
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David Thompson
|
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Title:
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Chief Financial Officer
|