FORM 10-K
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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, 2018
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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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(972) 349-3200
(Registrant's telephone number, including area 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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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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Series L preferred stock, $0.001 par value per share
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The Nasdaq Stock Market LLC
(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
ý
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Smaller reporting company
ý
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Emerging growth company
o
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Page
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Office
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and Retail
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Rentable
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Square
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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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Rooms
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Office
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1 Kaiser Plaza
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Oakland, CA
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Lake Merritt
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535,324
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—
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2101 Webster Street (2)
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Oakland, CA
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Lake Merritt
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474,798
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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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315,983
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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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314,667
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—
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1901 Harrison Street (2)
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Oakland, CA
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Lake Merritt
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282,350
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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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252,609
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—
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830 1st Street (2)
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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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2100 Franklin Street (2)
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Oakland, CA
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Lake Merritt
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216,828
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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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194,643
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—
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3601 S Congress Avenue (3)
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Austin, TX
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South
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183,885
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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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9460 Wilshire Boulevard
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Los Angeles, CA
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Beverly Hills
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93,622
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—
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260 Townsend Street (2)
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San Francisco, CA
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South of Market
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66,682
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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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56,144
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—
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Lindblade Media Center (4)
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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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1130 Howard Street
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San Francisco, CA
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South of Market
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21,194
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—
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Total Office (16 Properties)
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3,431,855
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—
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Other Ancillary Properties within Office Portfolio
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901 N Capitol Street (5)
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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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2353 Webster Street Parking Garage (2)
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Oakland, CA
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Lake Merritt
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—
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—
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2 Kaiser Plaza Parking Lot (6)
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Oakland, CA
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Lake Merritt
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—
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—
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Total Ancillary Office (3 Properties)
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—
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—
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Total Office including Other Ancillary (19 Properties)
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3,431,855
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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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503
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Other Ancillary Properties within Hotel Portfolio (1 Property)
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Sheraton Grand Hotel Parking Garage & Retail (7)
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Sacramento, CA
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Downtown/Midtown
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9,453
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TOTAL PORTFOLIO (21 Properties)
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3,441,308
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503
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(1)
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As part of the Asset Sale, as defined in "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," the Company has sold certain properties and is actively marketing
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(2)
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2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale (as defined in "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock").
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(3)
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3601 S Congress Avenue consists of ten buildings. The Company intends to develop an existing surface parking lot into approximately 42,000 square feet of additional rentable office space.
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(4)
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Lindblade Media Center consists of three buildings.
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(5)
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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 have designed and are entitled to develop a building having approximately
270,000
rentable square feet.
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(6)
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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 entitled to develop a building, which we are in the process of designing, having approximately
425,000
to
800,000
rentable square feet.
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(7)
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The site of the Sheraton Grand Hotel Parking Garage & Retail is being evaluated for potential development.
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Asset
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Date of
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Purchase
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Property
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Type
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Acquisition
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Square Feet
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Price (1)
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(in thousands)
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9460 Wilshire Boulevard, Beverly Hills, CA
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Office
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January 18, 2018
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91,750
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$
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132,000
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(1)
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Transaction costs that were capitalized in connection with the acquisition of this property totaled
$48,000
, which are not included in the purchase price above.
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•
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Product Non-Specific:
CIM Group has extensive experience owning and operating a diverse range of property types, including retail, residential, office, parking, hotel, signage, and mixed-use, which gives CIM Group the ability to execute and capitalize on its strategy effectively. Successful acquisitions require selecting the right markets coupled with providing the right product. CIM Group's experience with multiple asset types does not predispose CIM Group to select certain asset types, but instead ensures that they 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 metropolitan markets which requires a diversified platform to successfully execute.
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Community-Based Tenanting:
CIM Group's 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 Group to meet the needs of national retailers and office tenants and thus optimize the value of these real estate properties. CIM Group 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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Local Market Leadership with North American Footprint:
CIM Group maintains local market knowledge and relationships, along with a diversified North American presence, through its
122
Qualified Communities. Thus, CIM Group has the flexibility to deploy capital in its Qualified Communities only when the market environment meets CIM Group's underwriting standards. CIM Group does not need to acquire assets in a given community or product type at a specific time due to its broad proprietary pipeline of communities.
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Deploying Capital Across the Capital Stack:
CIM Group has extensive experience structuring transactions across the capital stack including equity, preferred equity, debt and mezzanine positions, giving it the flexibility to structure transactions in efficient and creative ways.
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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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"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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adverse changes in economic and socioeconomic conditions;
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vacancies or our inability to rent space on favorable terms;
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adverse changes in financial conditions of buyers, sellers and tenants of properties;
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inability to collect rent from tenants;
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competition from real estate investors with significant capital, including but not limited to real estate operating companies, publicly-traded REITs and institutional investment funds;
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reductions in the level of demand for office and hotel space and changes in the relative popularity of properties;
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increases in the supply of office and hotel space;
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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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dependence on third parties to provide leasing, brokerage, onsite property management and other services with respect to certain of our assets;
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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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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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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 due to an inability to operate profitably for an extended period of time, impacting our ability to maintain occupancy levels; and
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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.
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construction cost overruns and delays;
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a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on affordable terms;
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uncertainties as to market demand or a loss of market demand after capital improvements have begun;
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disruption in service and room availability causing reduced demand, occupancy and rates;
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possible environmental problems; and
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disputes with our manager/franchise owner regarding our compliance with the requirements under our management or franchise agreements.
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we may be unable to deploy capital in additional real estate assets because of competition from real estate investors with better access to less expensive capital, including real estate operating companies, publicly-traded REITs and investment funds;
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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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competition from other potential acquirers may significantly increase purchase prices;
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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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we may be unable to generate sufficient cash from operations or obtain the necessary debt or equity financing to consummate a transaction on favorable terms or at all;
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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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we may spend significant time and money on potential transactions that we do not consummate;
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we may be unable to quickly and efficiently integrate new acquisitions into our existing operations;
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we may suffer higher than expected vacancy rates and or lower than expected rental rates; and
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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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disputes with joint venture partners might affect our ability to develop, operate or dispose of a property;
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the refinancing of unconsolidated joint venture debt may require additional equity commitments on our part;
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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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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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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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Debt Markets
—The debt market is sensitive to the macro environment, such as Federal Reserve policy, market sentiment, or regulatory factors affecting the banking and commercial mortgage backed securities ("CMBS") industries. Should overall borrowing costs increase, due to either increases in index rates or increases in lender spreads, our operations may generate lower returns.
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Real Estate Markets
—While incremental demand growth has helped to reduce vacancy rates and support modest rental growth in recent years, and while improving fundamentals have resulted in gains in property values, in many markets property values, occupancy and rental rates continue to be below those previously experienced before the most recent economic downturn. If recent improvements in the economy reverse course, the properties we acquire could substantially decrease in value after we purchase them. Consequently, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge or record a loss on sale in our earnings.
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our cash flows may be insufficient to meet our required principal and interest payments;
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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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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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we may violate restrictive covenants in our debt documents, which would entitle the lenders to accelerate our debt obligations;
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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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general market conditions;
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government action or regulation, including changes in tax law;
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the market's perception of our future growth potential;
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the extent of stockholder interest;
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analyst reports about us and the REIT industry;
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the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
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our financial performance and that of our tenants;
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our current debt levels;
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our current and expected future earnings; and
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our cash flow and cash distributions, including our ability to satisfy the dividend requirements applicable to REITs.
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our financial condition and market conditions at the time;
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restrictions in the agreements governing our indebtedness;
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general economic and capital market conditions;
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the availability of credit from banks or other lenders; and
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our results of operations.
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•
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changes in national or regional economic conditions;
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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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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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increases in real estate tax rates and other operating expenses (including utilities);
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adverse changes in governmental rules and fiscal policies; acts of God, including earthquakes, hurricanes, fires 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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adverse changes in zoning laws;
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the impact of environmental legislation and compliance with environmental laws; and
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other factors that are beyond our control or the control of the commercial property owners
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we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
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we also could be subject to increased state and local taxes; and
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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.
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Annualized
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Rent Per
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Rentable
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Annualized
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Occupied
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Square
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%
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%
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Rent (3)
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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 (2)
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(in thousands)
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Foot
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1 Kaiser Plaza
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Oakland, CA
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535,324
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93.5
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%
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96.3
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%
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$
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20,907
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$
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41.77
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2101 Webster Street (4)
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Oakland, CA
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474,798
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96.2
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%
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96.2
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%
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18,782
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|
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41.12
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999 N Capitol Street
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District of Columbia
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315,983
|
|
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90.1
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%
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90.1
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%
|
|
13,539
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|
|
47.56
|
|
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899 N Capitol Street
|
|
District of Columbia
|
|
314,667
|
|
|
86.1
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%
|
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86.1
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%
|
|
14,333
|
|
|
52.90
|
|
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1901 Harrison Street (4)
|
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Oakland, CA
|
|
282,350
|
|
|
81.1
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%
|
|
99.4
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%
|
|
10,393
|
|
|
45.39
|
|
||
1333 Broadway
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|
Oakland, CA
|
|
252,609
|
|
|
92.8
|
%
|
|
92.8
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%
|
|
9,465
|
|
|
40.38
|
|
||
830 1st Street (4)
|
|
District of Columbia
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
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%
|
|
11,648
|
|
|
47.09
|
|
||
2100 Franklin Street (4)
|
|
Oakland, CA
|
|
216,828
|
|
|
98.9
|
%
|
|
98.9
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%
|
|
9,045
|
|
|
42.18
|
|
||
11620 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
194,643
|
|
|
94.1
|
%
|
|
95.1
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%
|
|
7,552
|
|
|
41.23
|
|
||
3601 S Congress Avenue (5)
|
|
Austin, TX
|
|
183,885
|
|
|
94.7
|
%
|
|
98.6
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%
|
|
6,210
|
|
|
35.66
|
|
||
4750 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
143,361
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3,859
|
|
|
26.92
|
|
||
9460 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
93,622
|
|
|
94.9
|
%
|
|
94.9
|
%
|
|
8,332
|
|
|
93.78
|
|
||
260 Townsend Street (4)
|
|
San Francisco, CA
|
|
66,682
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
4,956
|
|
|
74.32
|
|
||
11600 Wilshire Boulevard
|
|
Los Angeles, CA
|
|
56,144
|
|
|
90.4
|
%
|
|
90.4
|
%
|
|
2,661
|
|
|
52.43
|
|
||
Lindblade Media Center (6)
|
|
Los Angeles, CA
|
|
32,428
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,446
|
|
|
44.59
|
|
||
1130 Howard Street
|
|
San Francisco, CA
|
|
21,194
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,489
|
|
|
70.26
|
|
||
Total Office (16 Properties)
|
|
|
|
3,431,855
|
|
|
93.2
|
%
|
|
95.4
|
%
|
|
$
|
144,617
|
|
|
$
|
45.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent Per
|
|
|
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Occupied
|
|
|
|
|
Square
|
|
%
|
|
%
|
|
Rent (3)
|
|
Square
|
Property (1)
|
|
Market
|
|
Feet
|
|
Occupied
|
|
Leased
|
|
(in thousands)
|
|
Foot
|
901 N Capitol Street
|
|
District of Columbia
|
|
N/A (7)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
2353 Webster Street Parking Garage (4)
|
|
Oakland, CA
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
2 Kaiser Plaza Parking Lot
|
|
Oakland, CA
|
|
N/A (8)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Total Ancillary Office (3 Properties)
|
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rent Per
|
|||||||
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Occupied
|
|||||||
|
|
Square
|
|
%
|
|
%
|
|
Rent (3)
|
|
Square
|
|||||||
|
|
Feet
|
|
Occupied
|
|
Leased (2)
|
|
(in thousands)
|
|
Foot
|
|||||||
Total Office incl. Other Ancillary (19 Properties)
|
|
3,431,855
|
|
|
93.2
|
%
|
|
95.4
|
%
|
|
$
|
144,617
|
|
|
$
|
45.21
|
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Based on leases signed as of
December 31, 2018
.
|
(3)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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.
|
(4)
|
2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale.
|
(5)
|
3601 S Congress Avenue consists of ten buildings. The Company intends to develop an existing surface parking lot into approximately 42,000 square feet of additional rentable office space.
|
(6)
|
Lindblade Media Center 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 have designed and are entitled to develop a building having approximately
270,000
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 entitled to develop a building, which we are in the process of designing, having approximately
425,000
to
800,000
rentable square feet.
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Rent Per
|
|||||||
|
|
Square
|
|
%
|
|
%
|
|
Rent (3)
|
|
Occupied
|
|||||||
Location
|
|
Feet
|
|
Occupied
|
|
Leased (2)
|
|
(in thousands)
|
|
Square Foot
|
|||||||
NORTHERN CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oakland, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lake Merritt
|
|
|
|
|
|
|
|
|
|
|
|||||||
1 Kaiser Plaza
|
|
535,324
|
|
|
93.5
|
%
|
|
96.3
|
%
|
|
$
|
20,907
|
|
|
$
|
41.77
|
|
2101 Webster Street (4)
|
|
474,798
|
|
|
96.2
|
%
|
|
96.2
|
%
|
|
18,782
|
|
|
41.12
|
|
||
1901 Harrison Street (4)
|
|
282,350
|
|
|
81.1
|
%
|
|
99.4
|
%
|
|
10,393
|
|
|
45.39
|
|
||
2100 Franklin Street (4)
|
|
216,828
|
|
|
98.9
|
%
|
|
98.9
|
%
|
|
9,045
|
|
|
42.18
|
|
||
2353 Webster Street Parking Garage (4)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
2 Kaiser Plaza Parking Lot
|
|
N/A (5)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total Lake Merritt
|
|
1,509,300
|
|
|
92.8
|
%
|
|
97.2
|
%
|
|
59,127
|
|
|
42.21
|
|
||
City Center
|
|
|
|
|
|
|
|
|
|
|
|||||||
1333 Broadway
|
|
252,609
|
|
|
92.8
|
%
|
|
92.8
|
%
|
|
9,465
|
|
|
40.38
|
|
||
Total Oakland, CA
|
|
1,761,909
|
|
|
92.8
|
%
|
|
96.6
|
%
|
|
68,592
|
|
|
41.95
|
|
||
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
South of Market
|
|
|
|
|
|
|
|
|
|
|
|||||||
260 Townsend Street (4)
|
|
66,682
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
4,956
|
|
|
74.32
|
|
||
1130 Howard Street
|
|
21,194
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,489
|
|
|
70.26
|
|
||
Total San Francisco, CA
|
|
87,876
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
6,445
|
|
|
73.34
|
|
||
TOTAL NORTHERN CALIFORNIA
|
|
1,849,785
|
|
|
93.1
|
%
|
|
96.8
|
%
|
|
$
|
75,037
|
|
|
$
|
43.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SOUTHERN CALIFORNIA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Los Angeles, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
West Los Angeles
|
|
|
|
|
|
|
|
|
|
|
|||||||
11620 Wilshire Boulevard
|
|
194,643
|
|
|
94.1
|
%
|
|
95.1
|
%
|
|
$
|
7,552
|
|
|
$
|
41.23
|
|
11600 Wilshire Boulevard
|
|
56,144
|
|
|
90.4
|
%
|
|
90.4
|
%
|
|
2,661
|
|
|
52.43
|
|
||
Lindblade Media Center (6)
|
|
32,428
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
1,446
|
|
|
44.59
|
|
||
Total West Los Angeles
|
|
283,215
|
|
|
94.0
|
%
|
|
94.7
|
%
|
|
11,659
|
|
|
43.79
|
|
||
Mid-Wilshire
|
|
|
|
|
|
|
|
|
|
|
|||||||
4750 Wilshire Boulevard
|
|
143,361
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
3,859
|
|
|
26.92
|
|
||
Beverly Hills
|
|
|
|
|
|
|
|
|
|
|
|||||||
9460 Wilshire Boulevard
|
|
93,622
|
|
|
94.9
|
%
|
|
94.9
|
%
|
|
8,332
|
|
|
93.78
|
|
||
Total Los Angeles, CA
|
|
520,198
|
|
|
95.8
|
%
|
|
96.2
|
%
|
|
23,850
|
|
|
47.86
|
|
||
TOTAL SOUTHERN CALIFORNIA
|
|
520,198
|
|
|
95.8
|
%
|
|
96.2
|
%
|
|
$
|
23,850
|
|
|
$
|
47.86
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|||||||
|
|
Rentable
|
|
|
|
|
|
Annualized
|
|
Rent Per
|
|||||||
|
|
Square
|
|
%
|
|
%
|
|
Rent (3)
|
|
Occupied
|
|||||||
Location
|
|
Feet
|
|
Occupied
|
|
Leased (2)
|
|
(in thousands)
|
|
Square Foot
|
|||||||
EAST
|
|
|
|
|
|
|
|
|
|
|
|||||||
Washington, DC
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capitol Hill
|
|
|
|
|
|
|
|
|
|
|
|||||||
999 N Capitol Street
|
|
315,983
|
|
|
90.1
|
%
|
|
90.1
|
%
|
|
$
|
13,539
|
|
|
$
|
47.56
|
|
899 N Capitol Street
|
|
314,667
|
|
|
86.1
|
%
|
|
86.1
|
%
|
|
14,333
|
|
|
52.90
|
|
||
830 1st Street (4)
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
11,648
|
|
|
47.09
|
|
||
901 N Capitol Street
|
|
N/A (7)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Total Capitol Hill
|
|
877,987
|
|
|
91.5
|
%
|
|
91.5
|
%
|
|
39,520
|
|
|
49.19
|
|
||
Total Washington, DC
|
|
877,987
|
|
|
91.5
|
%
|
|
91.5
|
%
|
|
39,520
|
|
|
49.19
|
|
||
TOTAL EAST
|
|
877,987
|
|
|
91.5
|
%
|
|
91.5
|
%
|
|
$
|
39,520
|
|
|
$
|
49.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SOUTHWEST
|
|
|
|
|
|
|
|
|
|
|
|||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|||||||
South
|
|
|
|
|
|
|
|
|
|
|
|||||||
3601 S Congress Avenue (8)
|
|
183,885
|
|
|
94.7
|
%
|
|
98.6
|
%
|
|
$
|
6,210
|
|
|
$
|
35.66
|
|
TOTAL SOUTHWEST
|
|
183,885
|
|
|
94.7
|
%
|
|
98.6
|
%
|
|
$
|
6,210
|
|
|
$
|
35.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TOTAL PORTFOLIO
|
|
3,431,855
|
|
|
93.2
|
%
|
|
95.4
|
%
|
|
$
|
144,617
|
|
|
$
|
45.21
|
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Based on leases signed as of
December 31, 2018
.
|
(3)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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.
|
(4)
|
2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale.
|
(5)
|
2 Kaiser Plaza Parking Lot is a
44,642
square foot parcel of land currently being used as a surface parking lot. We are entitled to develop a building, which we are in the process of designing, having approximately
425,000
to
800,000
rentable square feet.
|
(6)
|
Lindblade Media Center 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 have designed and are entitled to develop a building having approximately
270,000
rentable square feet.
|
(8)
|
3601 S Congress Avenue consists of ten buildings. The Company intends to develop an existing surface parking lot into approximately 42,000 square feet of additional rentable office space.
|
|
|
|
|
|
|
|
|
Revenue Per
|
||||
|
|
|
|
|
|
%
|
|
Available
|
||||
Property
|
|
Market
|
|
Rooms
|
|
Occupied (1)
|
|
Room (2)
|
||||
Sheraton Grand Hotel (3)
|
|
Sacramento, CA
|
|
503
|
|
|
80.1
|
%
|
|
$
|
129.73
|
|
Total Hotel (1 Property)
|
|
|
|
503
|
|
|
80.1
|
%
|
|
$
|
129.73
|
|
|
|
|
|
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 (6)
|
|
Sacramento, CA
|
|
9,453
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
2,943
|
|
Total Ancillary Hotel (1 Property)
|
|
|
|
9,453
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
2,943
|
|
|
(1)
|
Represents trailing 12-month occupancy as of
December 31, 2018
, calculated as the number of occupied rooms divided by the number of available rooms.
|
(2)
|
Represents trailing 12-month RevPAR as of
December 31, 2018
, 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 commenced as of
December 31, 2018
.
|
(5)
|
Represents gross monthly contractual rent under parking and retail leases commenced as of
December 31, 2018
, 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.
|
(6)
|
The site of the Sheraton Grand Hotel Parking Garage & Retail is being evaluated for potential development.
|
|
|
|
|
Credit
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Rating
|
|
|
|
|
|
|
|
|
|
% of
|
|||||
|
|
|
|
(S&P /
|
|
|
|
Annualized
|
|
% of
|
|
Rentable
|
|
Rentable
|
|||||
|
|
|
|
Moody's /
|
|
Lease
|
|
Rent (2)
|
|
Annualized
|
|
Square
|
|
Square
|
|||||
Tenant
|
|
Property
|
|
Fitch)
|
|
Expiration
|
|
(in thousands)
|
|
Rent
|
|
Feet
|
|
Feet
|
|||||
U.S. Federal Government Agencies (3)
|
|
Various
|
|
AA+ / Aaa / AAA
|
|
2019 - 2026
|
|
$
|
25,580
|
|
|
17.7
|
%
|
|
558,965
|
|
|
16.3
|
%
|
Kaiser Foundation Health Plan, Inc.
|
|
1 Kaiser Plaza / 2101 Webster
|
|
AA- / - / AA-
|
|
2019 - 2027
|
|
19,387
|
|
|
13.4
|
%
|
|
469,813
|
|
|
13.7
|
%
|
|
The District of Columbia
|
|
899 N Capitol Street
|
|
AA+ / Aaa / AA+
|
|
2021
|
|
11,342
|
|
|
7.8
|
%
|
|
205,860
|
|
|
6.0
|
%
|
|
Pandora Media, Inc.
|
|
2100 Franklin Street / 2101 Webster / 3601 S Congress Avenue
|
|
- / - / -
|
|
2019 - 2024
|
|
7,763
|
|
|
5.4
|
%
|
|
190,833
|
|
|
5.6
|
%
|
|
Wells Fargo Bank, N.A.
|
|
1901 Harrison Street
|
|
A+ / Aa2 / AA-
|
|
2019 - 2023
|
|
4,241
|
|
|
2.9
|
%
|
|
87,000
|
|
|
2.5
|
%
|
|
Farmers Group, Inc.
|
|
4750 Wilshire Boulevard
|
|
A / A2 / -
|
|
2019
|
|
3,859
|
|
|
2.7
|
%
|
|
143,361
|
|
|
4.2
|
%
|
|
Delta Dental of California
|
|
1333 Broadway
|
|
- / - / -
|
|
2019 - 2028
|
|
3,712
|
|
|
2.6
|
%
|
|
82,923
|
|
|
2.4
|
%
|
|
Neighborhood Reinvestment Corporation
|
|
999 N Capitol Street
|
|
- / - / -
|
|
2023
|
|
3,450
|
|
|
2.4
|
%
|
|
67,611
|
|
|
2.0
|
%
|
|
MUFG Union Bank, N.A.
|
|
9460 Wilshire Boulevard
|
|
A / Aa2 / A
|
|
2029
|
|
3,105
|
|
|
2.1
|
%
|
|
26,644
|
|
|
0.8
|
%
|
|
Save the Children Federation, Inc.
|
|
899 N Capitol Street
|
|
- / - / -
|
|
2029
|
|
2,704
|
|
|
1.9
|
%
|
|
58,768
|
|
|
1.7
|
%
|
|
Total for Top Ten Tenants
|
|
|
|
|
|
|
|
85,143
|
|
|
58.9
|
%
|
|
1,891,778
|
|
|
55.2
|
%
|
|
All Other Tenants
|
|
|
|
|
|
|
|
59,474
|
|
|
41.1
|
%
|
|
1,307,237
|
|
|
38.0
|
%
|
|
Vacant
|
|
|
|
|
|
|
|
—
|
|
|
—
|
%
|
|
232,840
|
|
|
6.8
|
%
|
|
Total for Portfolio
|
|
|
|
|
|
|
|
$
|
144,617
|
|
|
100.0
|
%
|
|
3,431,855
|
|
|
100.0
|
%
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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)
|
Represents
seven
different leases at various properties.
|
|
|
Annualized
|
|
% of
|
|
Rentable
|
|
|
|||||
|
|
Rent (2)
|
|
Annualized
|
|
Square
|
|
% of Rentable
|
|||||
NAICS Code
|
|
(in thousands)
|
|
Rent
|
|
Feet
|
|
Square Feet
|
|||||
Public Administration
|
|
$
|
42,363
|
|
|
29.5
|
%
|
|
886,166
|
|
|
25.7
|
%
|
Health Care and Social Assistance
|
|
25,229
|
|
|
17.4
|
%
|
|
592,052
|
|
|
17.3
|
%
|
|
Finance and Insurance
|
|
18,522
|
|
|
12.8
|
%
|
|
406,339
|
|
|
11.8
|
%
|
|
Professional, Scientific, and Technical Services
|
|
17,618
|
|
|
12.2
|
%
|
|
403,408
|
|
|
11.8
|
%
|
|
Information
|
|
13,453
|
|
|
9.3
|
%
|
|
303,948
|
|
|
8.9
|
%
|
|
Other Services (except Public Administration)
|
|
6,714
|
|
|
4.6
|
%
|
|
149,185
|
|
|
4.3
|
%
|
|
Real Estate and Rental and Leasing
|
|
4,546
|
|
|
3.1
|
%
|
|
102,112
|
|
|
3.0
|
%
|
|
Manufacturing
|
|
3,394
|
|
|
2.3
|
%
|
|
82,503
|
|
|
2.4
|
%
|
|
Educational Services
|
|
2,956
|
|
|
2.0
|
%
|
|
74,972
|
|
|
2.2
|
%
|
|
Construction
|
|
2,858
|
|
|
2.0
|
%
|
|
41,466
|
|
|
1.2
|
%
|
|
Arts, Entertainment, and Recreation
|
|
2,798
|
|
|
1.9
|
%
|
|
44,708
|
|
|
1.3
|
%
|
|
Accommodation and Food Services
|
|
2,106
|
|
|
1.5
|
%
|
|
52,030
|
|
|
1.5
|
%
|
|
Retail Trade
|
|
1,200
|
|
|
0.8
|
%
|
|
40,084
|
|
|
1.2
|
%
|
|
Management of Companies and Enterprises
|
|
371
|
|
|
0.3
|
%
|
|
9,651
|
|
|
0.3
|
%
|
|
Administrative and Support and Waste Management and Remediation Services
|
|
277
|
|
|
0.2
|
%
|
|
5,453
|
|
|
0.2
|
%
|
|
Wholesale Trade
|
|
212
|
|
|
0.1
|
%
|
|
4,938
|
|
|
0.1
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
%
|
|
232,840
|
|
|
6.8
|
%
|
|
TOTAL PORTFOLIO
|
|
$
|
144,617
|
|
|
100.0
|
%
|
|
3,431,855
|
|
|
100.0
|
%
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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 (2)
|
|
Rent
|
|
Per Occupied
|
|||||||
Expiration
|
|
Leases
|
|
Expiring
|
|
(in thousands)
|
|
Expiring
|
|
Square Foot
|
|||||||
2019 (3)
|
|
423,196
|
|
|
13.2
|
%
|
|
$
|
15,076
|
|
|
10.4
|
%
|
|
$
|
35.62
|
|
2020
|
|
444,965
|
|
|
13.9
|
%
|
|
18,820
|
|
|
13.0
|
%
|
|
42.30
|
|
||
2021
|
|
602,714
|
|
|
18.8
|
%
|
|
29,480
|
|
|
20.4
|
%
|
|
48.91
|
|
||
2022
|
|
249,107
|
|
|
7.8
|
%
|
|
10,227
|
|
|
7.1
|
%
|
|
41.05
|
|
||
2023
|
|
292,915
|
|
|
9.2
|
%
|
|
13,986
|
|
|
9.7
|
%
|
|
47.75
|
|
||
2024
|
|
61,719
|
|
|
1.9
|
%
|
|
3,288
|
|
|
2.3
|
%
|
|
53.27
|
|
||
2025
|
|
467,037
|
|
|
14.6
|
%
|
|
20,243
|
|
|
14.0
|
%
|
|
43.34
|
|
||
2026
|
|
367,618
|
|
|
11.5
|
%
|
|
18,689
|
|
|
12.9
|
%
|
|
50.84
|
|
||
2027
|
|
88,440
|
|
|
2.8
|
%
|
|
3,883
|
|
|
2.7
|
%
|
|
43.91
|
|
||
2028
|
|
101,320
|
|
|
3.2
|
%
|
|
4,673
|
|
|
3.2
|
%
|
|
46.12
|
|
||
Thereafter
|
|
99,984
|
|
|
3.1
|
%
|
|
6,252
|
|
|
4.3
|
%
|
|
62.53
|
|
||
Total Occupied
|
|
3,199,015
|
|
|
100.0
|
%
|
|
$
|
144,617
|
|
|
100.0
|
%
|
|
$
|
45.21
|
|
Vacant
|
|
232,840
|
|
|
|
|
|
|
|
|
|
||||||
Total Portfolio
|
|
3,431,855
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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)
|
Includes
36,608
square feet of month-to-month leases.
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Rentable
|
|
Occupancy Rates (2)
|
||||||||||||||
Property
|
|
Square Feet
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
1 Kaiser Plaza
|
|
535,324
|
|
|
91.0
|
%
|
|
96.7
|
%
|
|
96.4
|
%
|
|
93.4
|
%
|
|
93.5
|
%
|
2101 Webster Street (3)
|
|
474,798
|
|
|
81.9
|
%
|
|
98.9
|
%
|
|
98.9
|
%
|
|
99.3
|
%
|
|
96.2
|
%
|
999 N Capitol Street
|
|
315,983
|
|
|
84.0
|
%
|
|
84.0
|
%
|
|
84.0
|
%
|
|
83.2
|
%
|
|
90.1
|
%
|
899 N Capitol Street
|
|
314,667
|
|
|
52.2
|
%
|
|
73.7
|
%
|
|
74.1
|
%
|
|
86.1
|
%
|
|
86.1
|
%
|
1901 Harrison Street (3)
|
|
282,350
|
|
|
99.4
|
%
|
|
98.2
|
%
|
|
97.5
|
%
|
|
91.8
|
%
|
|
81.1
|
%
|
1333 Broadway
|
|
252,609
|
|
|
82.6
|
%
|
|
92.9
|
%
|
|
92.9
|
%
|
|
96.7
|
%
|
|
92.8
|
%
|
830 1st Street (3)
|
|
247,337
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
2100 Franklin Street (3)
|
|
216,828
|
|
|
83.5
|
%
|
|
96.7
|
%
|
|
98.5
|
%
|
|
98.9
|
%
|
|
98.9
|
%
|
11620 Wilshire Boulevard
|
|
194,643
|
|
|
84.5
|
%
|
|
91.5
|
%
|
|
93.0
|
%
|
|
98.6
|
%
|
|
94.1
|
%
|
3601 S Congress Avenue (4)
|
|
183,885
|
|
|
91.1
|
%
|
|
97.4
|
%
|
|
94.0
|
%
|
|
92.2
|
%
|
|
94.7
|
%
|
4750 Wilshire Boulevard
|
|
143,361
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
9460 Wilshire Boulevard (5)
|
|
93,622
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
94.9
|
%
|
260 Townsend Street (3)
|
|
66,682
|
|
|
89.5
|
%
|
|
89.7
|
%
|
|
78.8
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
11600 Wilshire Boulevard
|
|
56,144
|
|
|
78.5
|
%
|
|
84.7
|
%
|
|
80.0
|
%
|
|
87.6
|
%
|
|
90.4
|
%
|
Lindblade Media Center (6)
|
|
32,428
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
1130 Howard Street (7)
|
|
21,194
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
100.0
|
%
|
|
100.0
|
%
|
901 N Capitol Street
|
|
N/A (8)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
2353 Webster Street Parking Garage (3)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
2 Kaiser Plaza Parking Lot
|
|
N/A (9)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
500 West Santa Ana Boulevard (10)
|
|
N/A
|
|
|
100.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
211 Main Street (10)
|
|
N/A
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
N/A
|
|
|
N/A
|
|
200 S College Street (10)
|
|
N/A
|
|
|
68.3
|
%
|
|
66.9
|
%
|
|
90.1
|
%
|
|
N/A
|
|
|
N/A
|
|
980 9th Street (10)
|
|
N/A
|
|
|
83.4
|
%
|
|
64.0
|
%
|
|
66.6
|
%
|
|
N/A
|
|
|
N/A
|
|
1010 8th Street Parking Garage & Retail (10)
|
|
N/A
|
|
|
9.9
|
%
|
|
9.6
|
%
|
|
10.7
|
%
|
|
N/A
|
|
|
N/A
|
|
800 N Capitol Street (10)
|
|
N/A
|
|
|
93.2
|
%
|
|
76.1
|
%
|
|
76.1
|
%
|
|
N/A
|
|
|
N/A
|
|
7083 Hollywood Boulevard (10)
|
|
N/A
|
|
|
96.3
|
%
|
|
97.3
|
%
|
|
97.3
|
%
|
|
N/A
|
|
|
N/A
|
|
370 L'Enfant Promenade (10)
|
|
N/A
|
|
|
89.0
|
%
|
|
87.7
|
%
|
|
39.1
|
%
|
|
N/A
|
|
|
N/A
|
|
Total Weighted Average
|
|
3,431,855
|
|
|
85.1
|
%
|
|
86.9
|
%
|
|
85.7
|
%
|
|
94.2
|
%
|
|
93.2
|
%
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
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.
|
(3)
|
2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale.
|
(4)
|
3601 S Congress Avenue consists of ten buildings. The Company intends to develop an existing surface parking lot into approximately 42,000 square feet of additional rentable office space.
|
(5)
|
9460 Wilshire Boulevard was acquired on
January 18, 2018
.
|
(6)
|
Lindblade Media Center consists of three buildings.
|
(7)
|
1130 Howard Street was acquired on
December 29, 2017
.
|
(8)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We have designed and are entitled to develop a building having approximately
270,000
rentable square feet.
|
(9)
|
2 Kaiser Plaza Parking Lot is a
44,642
square foot parcel of land currently being used as a surface parking lot. We are entitled to develop a building, which we are in the process of designing, having approximately
425,000
to
800,000
rentable square feet.
|
(10)
|
500 West Santa Ana Boulevard, 211 Main Street, 200 S College Street, 980 9th Street, 1010 8th Street Parking Garage & Retail, 800 N Capitol Street, 7083 Hollywood Boulevard, and 370 L'Enfant Promenade were sold on November 19, 2015, March 28, 2017, June 8, 2017, June 20, 2017, June 20, 2017, August 31, 2017, September 21, 2017, and October 17, 2017, respectively.
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Rentable
|
|
Annualized Rent Per Occupied Square Foot (2)
|
|||||||||||||||||||
Property
|
|
Square Feet
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|||||||||||
1 Kaiser Plaza
|
|
535,324
|
|
|
$36.50
|
|
$34.24
|
|
$37.13
|
|
$39.26
|
|
$41.77
|
||||||||||
2101 Webster Street (3)
|
|
474,798
|
|
|
38.84
|
|
|
36.76
|
|
|
37.64
|
|
|
38.75
|
|
|
41.12
|
|
|||||
999 N Capitol Street
|
|
315,983
|
|
|
44.18
|
|
|
44.82
|
|
|
45.19
|
|
|
46.45
|
|
|
47.56
|
|
|||||
899 N Capitol Street
|
|
314,667
|
|
|
52.36
|
|
|
50.44
|
|
|
49.49
|
|
|
51.99
|
|
|
52.90
|
|
|||||
1901 Harrison Street (3)
|
|
282,350
|
|
|
33.74
|
|
|
34.02
|
|
|
35.49
|
|
|
36.99
|
|
|
45.39
|
|
|||||
1333 Broadway
|
|
252,609
|
|
|
30.17
|
|
|
31.07
|
|
|
33.12
|
|
|
35.76
|
|
|
40.38
|
|
|||||
830 1st Street (3)
|
|
247,337
|
|
|
42.42
|
|
|
42.53
|
|
|
43.90
|
|
|
43.60
|
|
|
47.09
|
|
|||||
2100 Franklin Street (3)
|
|
216,828
|
|
|
37.20
|
|
|
37.65
|
|
|
38.44
|
|
|
39.50
|
|
|
42.18
|
|
|||||
11620 Wilshire Boulevard
|
|
194,643
|
|
|
30.50
|
|
|
35.07
|
|
|
38.55
|
|
|
39.28
|
|
|
41.23
|
|
|||||
3601 S Congress Avenue (4)
|
|
183,885
|
|
|
27.28
|
|
|
30.21
|
|
|
31.84
|
|
|
33.65
|
|
|
35.66
|
|
|||||
4750 Wilshire Boulevard
|
|
143,361
|
|
|
25.45
|
|
|
25.03
|
|
|
25.71
|
|
|
26.17
|
|
|
26.92
|
|
|||||
9460 Wilshire Boulevard (5)
|
|
93,622
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
93.78
|
|
|||||
260 Townsend Street (3)
|
|
66,682
|
|
|
58.02
|
|
|
64.92
|
|
|
68.97
|
|
|
70.80
|
|
|
74.32
|
|
|||||
11600 Wilshire Boulevard
|
|
56,144
|
|
|
45.89
|
|
|
49.23
|
|
|
50.62
|
|
|
50.86
|
|
|
52.43
|
|
|||||
Lindblade Media Center (6)
|
|
32,428
|
|
|
31.51
|
|
|
39.88
|
|
|
41.60
|
|
|
43.27
|
|
|
44.59
|
|
|||||
1130 Howard Street (7)
|
|
21,194
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
67.90
|
|
|
70.26
|
|
|||||
901 N Capitol Street
|
|
N/A (8)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
2353 Webster Street Parking Garage (3)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
2 Kaiser Plaza Parking Lot
|
|
N/A (9)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
500 West Santa Ana Boulevard (10)
|
|
N/A
|
|
|
20.40
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
211 Main Street (10)
|
|
N/A
|
|
|
28.69
|
|
|
28.81
|
|
|
28.80
|
|
|
N/A
|
|
|
N/A
|
|
|||||
200 S College Street (10)
|
|
N/A
|
|
|
22.61
|
|
|
23.33
|
|
|
23.60
|
|
|
N/A
|
|
|
N/A
|
|
|||||
980 9th Street (10)
|
|
N/A
|
|
|
30.47
|
|
|
29.69
|
|
|
30.23
|
|
|
N/A
|
|
|
N/A
|
|
|||||
1010 8th Street Parking Garage & Retail (10)
|
|
N/A
|
|
|
6.81
|
|
|
6.63
|
|
|
7.07
|
|
|
N/A
|
|
|
N/A
|
|
|||||
800 N Capitol Street (10)
|
|
N/A
|
|
|
45.19
|
|
|
45.36
|
|
|
45.02
|
|
|
N/A
|
|
|
N/A
|
|
|||||
7083 Hollywood Boulevard (10)
|
|
N/A
|
|
|
35.61
|
|
|
38.35
|
|
|
38.45
|
|
|
N/A
|
|
|
N/A
|
|
|||||
370 L'Enfant Promenade (10)
|
|
N/A
|
|
|
51.25
|
|
|
51.94
|
|
|
55.80
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Total Weighted Average
|
|
3,431,855
|
|
|
$
|
36.25
|
|
|
$
|
36.75
|
|
|
$
|
36.79
|
|
|
$
|
41.00
|
|
|
$
|
45.21
|
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Other than as set forth in (7) below, 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.
|
(3)
|
2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 2353 Webster Street Parking Garage, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale.
|
(4)
|
3601 S Congress Avenue consists of ten buildings. The Company intends to develop an existing surface parking lot into approximately 42,000 square feet of additional rentable office space.
|
(5)
|
9460 Wilshire Boulevard was acquired on
January 18, 2018
.
|
(6)
|
Lindblade Media Center consists of three buildings.
|
(7)
|
1130 Howard Street was acquired on
December 29, 2017
. The annualized rent as of December 31, 2017 for 12,944 rentable square feet of the building is presented using the actual rental income under a signed lease with a different tenant who took possession in March 2018, as the space was occupied by the prior owner and annualized rent under the short-term lease was de minimis.
|
(8)
|
901 N Capitol Street is a
39,696
square foot parcel of land located between 899 and 999 N Capitol Street. We have designed and are entitled to develop a building having approximately
270,000
rentable square feet.
|
(9)
|
2 Kaiser Plaza Parking Lot is a
44,642
square foot parcel of land currently being used as a surface parking lot. We are entitled to develop a building, which we are in the process of designing, having approximately
425,000
to
800,000
rentable square feet.
|
(10)
|
500 West Santa Ana Boulevard, 211 Main Street, 200 S College Street, 980 9th Street, 1010 8th Street Parking Garage & Retail, 800 N Capitol Street, 7083 Hollywood Boulevard, and 370 L'Enfant Promenade were sold on November 19, 2015, March 28, 2017, June 8, 2017, June 20, 2017, June 20, 2017, August 31, 2017, September 21, 2017, and October 17, 2017, respectively.
|
|
|
|
|
Occupancy Rates (2)
|
|
|
||||||||||
Property (1)
|
|
Units
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||
4649 Cole Avenue (3)
|
|
334
|
|
|
88.9
|
%
|
|
93.1
|
%
|
|
94.3
|
%
|
|
N/A
|
|
N/A
|
4200 Scotland Street
|
|
308
|
|
|
92.2
|
%
|
|
91.2
|
%
|
|
93.2
|
%
|
|
N/A
|
|
N/A
|
47 E 34th Street
|
|
110
|
|
|
100.0
|
%
|
|
89.1
|
%
|
|
85.5
|
%
|
|
N/A
|
|
N/A
|
3636 McKinney Avenue
|
|
103
|
|
|
98.1
|
%
|
|
94.2
|
%
|
|
92.2
|
%
|
|
N/A
|
|
N/A
|
3839 McKinney Avenue (4)
|
|
75
|
|
|
94.7
|
%
|
|
96.0
|
%
|
|
86.7
|
%
|
|
N/A
|
|
N/A
|
Total Weighted Average
|
|
930
|
|
|
92.8
|
%
|
|
92.4
|
%
|
|
92.0
|
%
|
|
N/A
|
|
N/A
|
|
(1)
|
3636 McKinney Avenue, 3839 McKinney Avenue, 4649 Cole Avenue, 47 E 34th Street, and 4200 Scotland Street were sold on May 30, 2017, May 30, 2017, June 23, 2017, September 26, 2017, and December 15, 2017, respectively.
|
(2)
|
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.
|
(3)
|
4649 Cole Avenue consisted of fifteen buildings.
|
(4)
|
3839 McKinney Avenue consisted of two buildings.
|
|
|
|
|
Monthly Rent Per Occupied Unit (2)
|
|
|
|||||||||||||
Property (1)
|
|
Units
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|||||||
4649 Cole Avenue (3)
|
|
334
|
|
|
$
|
1,366
|
|
|
$
|
1,404
|
|
|
$
|
1,439
|
|
|
N/A
|
|
N/A
|
4200 Scotland Street
|
|
308
|
|
|
1,797
|
|
|
1,768
|
|
|
1,661
|
|
|
N/A
|
|
N/A
|
|||
47 E 34th Street
|
|
110
|
|
|
4,188
|
|
|
4,642
|
|
|
4,947
|
|
|
N/A
|
|
N/A
|
|||
3636 McKinney Avenue
|
|
103
|
|
|
1,647
|
|
|
1,696
|
|
|
1,735
|
|
|
N/A
|
|
N/A
|
|||
3839 McKinney Avenue (4)
|
|
75
|
|
|
1,590
|
|
|
1,597
|
|
|
1,661
|
|
|
N/A
|
|
N/A
|
|||
Total Weighted Average
|
|
930
|
|
|
$
|
1,919
|
|
|
$
|
1,942
|
|
|
$
|
1,948
|
|
|
N/A
|
|
N/A
|
|
(1)
|
3636 McKinney Avenue, 3839 McKinney Avenue, 4649 Cole Avenue, 47 E 34th Street, and 4200 Scotland Street were sold on May 30, 2017, May 30, 2017, June 23, 2017, September 26, 2017, and December 15, 2017, respectively.
|
(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)
|
4649 Cole Avenue consisted of fifteen buildings.
|
(4)
|
3839 McKinney Avenue consisted of two buildings.
|
|
|
|
|
|
|
Occupancy (%) (1)
|
||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
75.3
|
%
|
|
77.5
|
%
|
|
78.1
|
%
|
|
81.5
|
%
|
|
80.1
|
%
|
Los Angeles, CA (2)
|
|
Holiday Inn
|
|
405
|
|
|
89.2
|
%
|
|
87.9
|
%
|
|
81.1
|
%
|
|
N/A
|
|
|
N/A
|
|
Oakland, CA (3)
|
|
Courtyard
|
|
162
|
|
|
80.2
|
%
|
|
81.9
|
%
|
|
74.3
|
%
|
|
N/A
|
|
|
N/A
|
|
Weighted Average
|
|
|
|
1,070
|
|
|
81.3
|
%
|
|
82.1
|
%
|
|
78.9
|
%
|
|
81.5
|
%
|
|
80.1
|
%
|
|
(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 sold properties, occupancy is presented for our period of ownership only.
|
(2)
|
This property was sold in July 2016.
|
(3)
|
This property was sold in February 2016.
|
|
|
|
|
|
|
Average Daily Rate (Price) Per Room/Suite ($) (1)
|
|||||||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|||||||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
$
|
140.75
|
|
|
$
|
148.24
|
|
|
$
|
152.89
|
|
|
$
|
157.64
|
|
|
$
|
161.95
|
|
Los Angeles, CA (2)
|
|
Holiday Inn
|
|
405
|
|
|
93.08
|
|
|
100.46
|
|
|
123.24
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Oakland, CA (3)
|
|
Courtyard
|
|
162
|
|
|
151.27
|
|
|
173.05
|
|
|
169.58
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Weighted Average
|
|
|
|
1,070
|
|
|
$
|
122.52
|
|
|
$
|
132.61
|
|
|
$
|
144.06
|
|
|
$
|
157.64
|
|
|
$
|
161.95
|
|
|
(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 sold properties, the average daily rate is presented for our period of ownership only.
|
(2)
|
This property was sold in July 2016.
|
(3)
|
This property was sold in February 2016.
|
|
|
|
|
|
|
Revenue Per Available Room/Suite ($) (1)
|
|||||||||||||||||||
Hotel Location
|
|
Franchise
|
|
Rooms
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|||||||||||
Sacramento, CA
|
|
Sheraton
|
|
503
|
|
|
$
|
105.95
|
|
|
$
|
114.83
|
|
|
$
|
119.44
|
|
|
$
|
128.43
|
|
|
$
|
129.73
|
|
Los Angeles, CA (2)
|
|
Holiday Inn
|
|
405
|
|
|
83.06
|
|
|
88.35
|
|
|
99.98
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Oakland, CA (3)
|
|
Courtyard
|
|
162
|
|
|
121.31
|
|
|
141.72
|
|
|
126.00
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Weighted Average
|
|
|
|
1,070
|
|
|
$
|
99.61
|
|
|
$
|
108.88
|
|
|
$
|
113.73
|
|
|
$
|
128.43
|
|
|
$
|
129.73
|
|
|
(1)
|
Represents trailing 12-month RevPAR as of December 31st of each historical year, calculated by dividing the amount of room revenue by the number of available rooms. For sold properties, RevPAR is presented for our period of ownership only.
|
(2)
|
This property was sold in July 2016.
|
(3)
|
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
|
||||
1 Kaiser Plaza
|
|
$
|
97,100
|
|
|
4.14%
|
|
7/1/2026
|
|
$
|
97,100
|
|
|
(3)
|
2101 Webster Street (2)
|
|
83,000
|
|
|
4.14%
|
|
7/1/2026
|
|
83,000
|
|
|
(3) (4)
|
||
2100 Franklin Street (2)
|
|
80,000
|
|
|
4.14%
|
|
7/1/2026
|
|
80,000
|
|
|
(3) (4)
|
||
1901 Harrison Street (2)
|
|
42,500
|
|
|
4.14%
|
|
7/1/2026
|
|
42,500
|
|
|
(3) (4)
|
||
1333 Broadway
|
|
39,500
|
|
|
4.14%
|
|
7/1/2026
|
|
39,500
|
|
|
(3)
|
||
260 Townsend Street (2)
|
|
28,200
|
|
|
4.14%
|
|
7/1/2026
|
|
28,200
|
|
|
(3) (5)
|
||
830 1st Street (2)
|
|
46,000
|
|
|
4.50%
|
|
1/5/2027
|
|
42,008
|
|
|
(6)
|
||
Total/Weighted Average
|
|
$
|
416,300
|
|
|
4.18%
|
|
|
|
$
|
412,308
|
|
|
|
|
(1)
|
As described under "Item 1—Business—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock," as part of the Asset Sale, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
2101 Webster Street, 1901 Harrison Street, 2100 Franklin Street, 830 1
st
Street, and 260 Townsend Street were sold in March 2019 as part of the Asset Sale.
|
(3)
|
Loan is generally not prepayable prior to April 1, 2026.
|
(4)
|
On
March 1, 2019
, these mortgage loans, which had an aggregate outstanding principal balance of
$205,500,000
at such time, were defeased in connection with the sale of the related properties as part of the Asset Sale.
|
(5)
|
As of
December 31, 2018
, this mortgage loan is included in liabilities associated with assets held for sale on our consolidated balance sheet. On
March 14, 2019
, in connection with the sale of this property, this mortgage loan had an outstanding balance of
$28,200,000
and was assumed by the buyer as part of the Asset Sale.
|
(6)
|
On
March 1, 2019
, in connection with the sale of this property as part of the Asset Sale, we paid off the related mortgage loan, which had an outstanding principal balance of
$46,000,000
at such time, using proceeds from the sale. Additionally, we paid a prepayment penalty of
$5,326,000
in connection with the prepayment of this mortgage loan.
|
|
|
Regular
|
|
|
||||
|
|
Quarterly
|
|
Special
|
||||
|
|
Cash Dividends
|
|
Cash Dividends
|
||||
Quarter Ended
|
|
Per Share
|
|
Per Share (1)
|
||||
December 31, 2018
|
|
$
|
0.12500
|
|
|
$
|
—
|
|
September 30, 2018
|
|
$
|
0.12500
|
|
|
$
|
—
|
|
June 30, 2018
|
|
$
|
0.12500
|
|
|
$
|
—
|
|
March 31, 2018
|
|
$
|
0.12500
|
|
|
$
|
—
|
|
December 31, 2017
|
|
$
|
0.12500
|
|
|
$
|
0.73000
|
|
September 30, 2017
|
|
$
|
0.12500
|
|
|
$
|
—
|
|
June 30, 2017
|
|
$
|
0.12500
|
|
|
$
|
2.26000
|
|
March 31, 2017
|
|
$
|
0.21875
|
|
|
$
|
—
|
|
|
(1)
|
Urban II waived its right to receive these special cash dividends as to its shares of our Common Stock owned as of the applicable record dates.
|
|
|
|
|
|
|
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
|
|
287,682
|
|
|
|
Period Ended December 31,
|
||||||||||||||||
Index
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||
CIM Commercial Trust Corporation
|
|
100.00
|
|
|
78.86
|
|
|
85.69
|
|
|
89.77
|
|
|
134.81
|
|
|
110.62
|
|
S&P 500
|
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
FTSE NAREIT Equity REIT
|
|
100.00
|
|
|
130.12
|
|
|
134.26
|
|
|
146.06
|
|
|
153.69
|
|
|
146.56
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Total revenues
|
$
|
197,724
|
|
|
$
|
236,376
|
|
|
$
|
265,931
|
|
|
$
|
276,948
|
|
|
$
|
262,827
|
|
Total expenses
|
195,657
|
|
|
256,979
|
|
|
273,239
|
|
|
273,122
|
|
|
253,998
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,918
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
401,737
|
|
|
39,666
|
|
|
3,092
|
|
|
—
|
|
|||||
Income from continuing operations before provision for income taxes
|
2,067
|
|
|
381,134
|
|
|
32,358
|
|
|
6,918
|
|
|
13,747
|
|
|||||
Provision for income taxes
|
925
|
|
|
1,376
|
|
|
1,646
|
|
|
806
|
|
|
604
|
|
|||||
Net income from continuing operations
|
1,142
|
|
|
379,758
|
|
|
30,712
|
|
|
6,112
|
|
|
13,143
|
|
|||||
Net income from discontinued operations (1)
|
—
|
|
|
—
|
|
|
3,853
|
|
|
18,291
|
|
|
11,455
|
|
|||||
Net income
|
1,142
|
|
|
379,758
|
|
|
34,565
|
|
|
24,403
|
|
|
24,598
|
|
|||||
Net income attributable to noncontrolling interests
|
(21
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|
(11
|
)
|
|
(220
|
)
|
|||||
Net income attributable to the Company
|
1,121
|
|
|
379,737
|
|
|
34,547
|
|
|
24,392
|
|
|
24,378
|
|
|||||
Redeemable preferred stock dividends declared and accumulated
|
(15,423
|
)
|
|
(1,926
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||||
Redeemable preferred stock redemptions
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to common stockholders
|
$
|
(14,298
|
)
|
|
$
|
377,813
|
|
|
$
|
34,538
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
Funds from operations (FFO) attributable to common stockholders (2)
|
$
|
38,930
|
|
|
$
|
47,540
|
|
|
$
|
66,840
|
|
|
$
|
93,661
|
|
|
$
|
93,425
|
|
Cash dividends on common stock (3)
|
$
|
21,895
|
|
|
$
|
38,327
|
|
|
$
|
77,316
|
|
|
$
|
85,389
|
|
|
$
|
85,048
|
|
Cash dividends per share of common stock (4)
|
$
|
0.500
|
|
|
$
|
0.594
|
|
|
$
|
0.875
|
|
|
$
|
0.875
|
|
|
$
|
0.875
|
|
Weighted average shares of common stock outstanding (4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
43,792
|
|
|
69,062
|
|
|
91,328
|
|
|
97,588
|
|
|
97,173
|
|
|||||
Diluted
|
43,792
|
|
|
69,070
|
|
|
91,328
|
|
|
97,588
|
|
|
97,176
|
|
|
(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 2015 and 2016. 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.
|
(2)
|
See “—Funds from Operations” below for a reconciliation of net (loss) income attributable to common stockholders to funds from operations ("FFO") attributable to common stockholders and a discussion of why we believe FFO is a useful supplemental measure of operating performance and FFO’s limitations as a measurement tool.
|
(3)
|
Cash dividends in 2017 do not include the special cash dividends that allowed the common stockholders that did not participate in the September 14, 2016, June 12, 2017 and December 18, 2017 private share repurchases to receive the economic benefit of such repurchases. Urban II, an affiliate of CIM REIT and CIM Urban, waived its right to receive these special cash dividends as to its shares of our Common Stock owned as of the applicable record dates. Cash dividends in 2014 do not include PMC Commercial's pre-Merger cash dividends or the special cash dividend paid to PMC Commercial's stockholders; however, these amounts do include the cash dividends paid on the shares of
|
(4)
|
Unaudited Pro Forma, as if the issuance of shares in connection with the Merger occurred on January 1, 2014.
|
|
At December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Total assets
|
$
|
1,342,401
|
|
|
$
|
1,336,388
|
|
|
$
|
2,022,884
|
|
|
$
|
2,092,060
|
|
|
$
|
2,088,902
|
|
Debt
|
588,671
|
|
|
630,852
|
|
|
967,886
|
|
|
693,956
|
|
|
644,835
|
|
|||||
Redeemable preferred stock
|
35,733
|
|
|
27,924
|
|
|
1,426
|
|
|
—
|
|
|
—
|
|
|||||
Equity
|
617,275
|
|
|
626,705
|
|
|
966,589
|
|
|
1,297,347
|
|
|
1,359,816
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net (loss) income attributable to common stockholders
|
$
|
(14,298
|
)
|
|
$
|
377,813
|
|
|
$
|
34,538
|
|
|
$
|
24,392
|
|
|
$
|
24,378
|
|
Depreciation and amortization
|
53,228
|
|
|
58,364
|
|
|
71,968
|
|
|
72,361
|
|
|
69,047
|
|
|||||
Impairment of real estate
|
—
|
|
|
13,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of depreciable assets
|
—
|
|
|
(401,737
|
)
|
|
(39,666
|
)
|
|
(3,092
|
)
|
|
—
|
|
|||||
FFO attributable to common stockholders
|
$
|
38,930
|
|
|
$
|
47,540
|
|
|
$
|
66,840
|
|
|
$
|
93,661
|
|
|
$
|
93,425
|
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Occupancy (1)(2)(3)
|
93.2
|
%
|
|
94.2
|
%
|
|
85.7
|
%
|
|||
Annualized rent per occupied square foot (1)(2)(3)(4)(5)
|
$
|
45.21
|
|
|
$
|
41.00
|
|
|
$
|
36.79
|
|
|
(1)
|
As part of the Asset Sale and as previously described, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
We acquired one office property during the year ended
December 31, 2018
, and we acquired one office property and sold six office properties and one parking garage during the year ended
December 31, 2017
. Excluding these properties, the occupancy and annualized rent per occupied square foot were
93.1%
and
$43.64
as of
December 31, 2018
,
94.1%
and
$40.82
as of
December 31, 2017
and
92.9%
and
$39.10
as of
December 31, 2016
.
|
(3)
|
Subsequent to
December 31, 2018
, we sold five office properties and one parking garage. Excluding these properties and the properties noted in (2), the occupancy and annualized rent per occupied square foot were
92.4%
and
$42.67
as of
December 31, 2018
,
91.8%
and
$40.57
as of
December 31, 2017
and
89.8%
and
$38.58
as of
December 31, 2016
.
|
(4)
|
Other than as set forth in (5) below, 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, 2018
,
2017
and
2016
were
$5,146,000
,
$3,128,000
and
$4,251,000
, 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.
|
(5)
|
1130 Howard Street was acquired on December 29, 2017. The annualized rent as of December 31, 2017 for 12,944 rentable square feet of the building is presented using the actual rental income under a signed lease with a different tenant who took possession in March 2018, as the space was occupied by the prior owner and annualized rent under the short-term lease was de minimis.
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2019
|
|
2019
|
|
2019
|
|
2019
|
||||||||
Expiring Cash Rents (1)(2)(3):
|
|
|
|
|
|
|
|
||||||||
Expiring square feet (4)
|
107,758
|
|
|
155,506
|
|
|
107,122
|
|
|
52,519
|
|
||||
Expiring rent per square foot (5)
|
$
|
34.73
|
|
|
$
|
27.97
|
|
|
$
|
46.01
|
|
|
$
|
39.01
|
|
|
(1)
|
As part of the Asset Sale and as previously described, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Excludes the expiring square feet and rent related to 260 Townsend Street, which is classified as held for sale on our consolidated balance sheet at
December 31, 2018
.
|
(3)
|
Subsequent to
December 31, 2018
, we sold five office properties and one parking garage, including 260 Townsend Street. Excluding these properties, the expiring square feet and expiring rent per square foot for the next four quarters are
54,331
and
$34.93
for the three months ended March 31, 2019,
155,506
and
$27.97
for the three months ended June 30, 2019,
76,706
and
$47.03
for the three months ended September 30, 2019, and
38,882
and
$38.34
for the three months ended December 31, 2019.
|
(4)
|
Month-to-month tenants occupying a total of
36,317
square feet are included in the expiring leases in the first quarter listed.
|
(5)
|
Represents gross monthly base rent, as of
December 31, 2018
, 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
|
|
Rent per Square
|
|
Rents per Square
|
||||||
|
Leases (2)
|
|
Square Feet
|
|
Foot (3)
|
|
Foot (3)
|
||||||
Twelve Months Ended December 31, 2018 (1)
|
35
|
|
|
250,193
|
|
|
$
|
66.23
|
|
|
$
|
50.05
|
|
|
(1)
|
As part of the Asset Sale and as previously described, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Based on the number of tenants that signed leases.
|
(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,
|
||||||||
|
2018
|
|
2017
|
|
2016
|
||||
Occupancy
|
—
|
|
|
—
|
|
|
92.0
|
%
|
|
Monthly rent per occupied unit (1)
|
—
|
|
|
—
|
|
|
$
|
1,948
|
|
|
(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. Excluding these hotel properties that were sold in 2016, occupancy, ADR, and RevPAR were
78.1%
,
$152.89
and
$119.44
for the year ended
December 31, 2016
, respectively.
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
$
|
197,724
|
|
|
$
|
236,376
|
|
|
$
|
(38,652
|
)
|
|
(16.4
|
)%
|
Total expenses
|
195,657
|
|
|
256,979
|
|
|
(61,322
|
)
|
|
(23.9
|
)%
|
|||
Gain on sale of real estate
|
—
|
|
|
401,737
|
|
|
(401,737
|
)
|
|
—
|
|
|||
Net income
|
1,142
|
|
|
379,758
|
|
|
(378,616
|
)
|
|
—
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net (loss) income attributable to common stockholders
|
$
|
(14,298
|
)
|
|
$
|
377,813
|
|
Depreciation and amortization
|
53,228
|
|
|
58,364
|
|
||
Impairment of real estate
|
—
|
|
|
13,100
|
|
||
Gain on sale of depreciable assets
|
—
|
|
|
(401,737
|
)
|
||
FFO attributable to common stockholders
|
$
|
38,930
|
|
|
$
|
47,540
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Office
|
$
|
148,065
|
|
|
$
|
174,004
|
|
|
$
|
(25,939
|
)
|
|
(14.9
|
)%
|
Hotel
|
38,789
|
|
|
38,585
|
|
|
204
|
|
|
0.5
|
%
|
|||
Multifamily
|
—
|
|
|
13,566
|
|
|
(13,566
|
)
|
|
—
|
|
|||
Lending
|
10,870
|
|
|
10,221
|
|
|
649
|
|
|
6.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Office
|
57,258
|
|
|
69,782
|
|
|
(12,524
|
)
|
|
(17.9
|
)%
|
|||
Hotel
|
25,295
|
|
|
25,136
|
|
|
159
|
|
|
0.6
|
%
|
|||
Multifamily
|
—
|
|
|
8,118
|
|
|
(8,118
|
)
|
|
—
|
|
|||
Lending
|
5,714
|
|
|
4,888
|
|
|
826
|
|
|
16.9
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
$
|
236,376
|
|
|
$
|
265,931
|
|
|
$
|
(29,555
|
)
|
|
(11.1
|
)%
|
Total expenses
|
256,979
|
|
|
273,239
|
|
|
(16,260
|
)
|
|
(6.0
|
)%
|
|||
Gain on sale of real estate
|
401,737
|
|
|
39,666
|
|
|
362,071
|
|
|
—
|
|
|||
Net income from discontinued operations
|
—
|
|
|
3,853
|
|
|
(3,853
|
)
|
|
—
|
|
|||
Net income
|
379,758
|
|
|
34,565
|
|
|
345,193
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
377,813
|
|
|
$
|
34,538
|
|
Depreciation and amortization
|
58,364
|
|
|
71,968
|
|
||
Impairment of real estate
|
13,100
|
|
|
—
|
|
||
Gain on sale of depreciable assets
|
(401,737
|
)
|
|
(39,666
|
)
|
||
FFO attributable to common stockholders
|
$
|
47,540
|
|
|
$
|
66,840
|
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Office
|
$
|
174,004
|
|
|
$
|
187,435
|
|
|
$
|
(13,431
|
)
|
|
(7.2
|
)%
|
Hotel
|
38,585
|
|
|
48,379
|
|
|
(9,794
|
)
|
|
(20.2
|
)%
|
|||
Multifamily
|
13,566
|
|
|
20,303
|
|
|
(6,737
|
)
|
|
(33.2
|
)%
|
|||
Lending
|
10,221
|
|
|
9,814
|
|
|
407
|
|
|
4.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Office
|
69,782
|
|
|
82,451
|
|
|
(12,669
|
)
|
|
(15.4
|
)%
|
|||
Hotel
|
25,136
|
|
|
32,459
|
|
|
(7,323
|
)
|
|
(22.6
|
)%
|
|||
Multifamily
|
8,118
|
|
|
12,357
|
|
|
(4,239
|
)
|
|
(34.3
|
)%
|
|||
Lending
|
4,888
|
|
|
5,258
|
|
|
(370
|
)
|
|
(7.0
|
)%
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
(1) (2)
|
Total
|
|
2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgages payable (3)
|
$
|
388,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,452
|
|
|
$
|
386,648
|
|
Other (4) (5)
|
190,839
|
|
|
2,327
|
|
|
4,827
|
|
|
135,093
|
|
|
48,592
|
|
|||||
Secured borrowings (5)
|
15,765
|
|
|
574
|
|
|
1,240
|
|
|
1,373
|
|
|
12,578
|
|
|||||
Interest and fees:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt (6) (7)
|
186,699
|
|
|
24,601
|
|
|
50,826
|
|
|
44,132
|
|
|
67,140
|
|
|||||
Other Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrower advances
|
4,498
|
|
|
4,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
8,405
|
|
|
8,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tenant improvements (8)
|
27,181
|
|
|
20,554
|
|
|
4,180
|
|
|
2,447
|
|
|
—
|
|
|||||
Operating leases
|
362
|
|
|
256
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
821,849
|
|
|
$
|
61,215
|
|
|
$
|
61,179
|
|
|
$
|
184,497
|
|
|
$
|
514,958
|
|
|
(1)
|
As part of the Asset Sale and as previously described, the Company has sold certain properties and is actively marketing additional properties for sale. The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
Excludes contractual obligations related to 260 Townsend Street, which is classified as held for sale as of
December 31, 2018
.
|
(3)
|
On
March 1, 2019
, mortgage loans that had an aggregate outstanding principal balance of
$205,500,000
at such time, were defeased in connection with the sale of three office properties in Oakland, California. On
March 1, 2019
, in connection with the sale of an office property in Washington, D.C., we paid off the related mortgage loan with an outstanding principal balance of
$46,000,000
at such time, using proceeds from the sale.
|
(4)
|
Represents the junior subordinated notes, SBA 7(a) loan-backed notes, and revolving credit facility. Subsequent to
December 31, 2018
, we repaid the
$130,000,000
of outstanding borrowings on our revolving credit facility.
|
(5)
|
Principal payments on secured borrowings and SBA 7(a) loan-backed notes, which are included in Other, are generally dependent upon cash flows received from the underlying loans. Our estimate of their repayment is based on scheduled 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.
|
(6)
|
Excludes premiums and discounts. For the mortgages payable, the interest expense is calculated based on the effective interest rate on the related debt. For our revolving credit facility, we use the balance outstanding and the applicable rates in effect at
December 31, 2018
to calculate interest expense and unused commitment fees. For our revolving credit 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, 2018
.
|
(7)
|
Total contractual interest and fee obligations on debt of
$186,699,000
includes interest expense of
$64,706,000
related to mortgage loans with an aggregate outstanding principal balance of
$205,500,000
that were defeased on
March 1, 2019
and
$16,300,000
related to the
$46,000,000
mortgage loan that was paid off on
March 1, 2019
(see (3) above). Subsequent to
December 31, 2018
, we repaid the
$130,000,000
of outstanding borrowings on our revolving credit facility and terminated our two remaining interest rate swaps. The impact of this repayment and swap termination on interest and fees would be a net reduction of
$17,273,000
.
|
(8)
|
Total contractual tenant improvement obligations of
$27,181,000
includes
$11,458,000
related to the office property in Washington D.C. and three office properties in Oakland, California, which were sold in March 2019 (see (3) above).
|
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Cash Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 4, 2018
|
|
January 15, 2019
|
|
2,847,150
|
|
$
|
890
|
|
August 22, 2018
|
|
October 15, 2018
|
|
2,457,119
|
|
$
|
769
|
|
June 4, 2018
|
|
July 16, 2018
|
|
2,149,863
|
|
$
|
662
|
|
March 6, 2018
|
|
April 16, 2018
|
|
1,674,841
|
|
$
|
493
|
|
December 6, 2017
|
|
January 16, 2018
|
|
1,285,304
|
|
$
|
249
|
|
September 7, 2017
|
|
October 16, 2017
|
|
568,921
|
|
$
|
138
|
|
June 12, 2017
|
|
July 17, 2017
|
|
308,775
|
|
$
|
72
|
|
March 8, 2017
|
|
April 17, 2017
|
|
144,698
|
|
$
|
31
|
|
|
|
|
|
Cash Dividends
|
||||
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 4, 2018
|
|
January 17, 2019
|
|
8,080,740
|
|
$
|
14,045
|
(1)
|
|
(1)
|
Includes
$1,436,000
, which represents a prorated cash dividend from November 20, 2017 to December 31, 2017.
|
Declaration Date
|
|
Payment Date
|
|
Type (1)
|
|
Cash Dividend Per
Common Share |
||
December 4, 2018
|
|
December 27, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
August 22, 2018
|
|
September 25, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
June 4, 2018
|
|
June 28, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
March 6, 2018
|
|
March 29, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
December 18, 2017
|
|
January 11, 2018
|
|
Special Cash
|
|
$
|
0.73000
|
|
December 6, 2017
|
|
December 28, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
September 7, 2017
|
|
September 25, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
June 12, 2017
|
|
June 27, 2017
|
|
Special Cash
|
|
$
|
1.98000
|
|
June 12, 2017
|
|
June 27, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
April 5, 2017
|
|
April 24, 2017
|
|
Special Cash
|
|
$
|
0.28000
|
|
March 8, 2017
|
|
March 27, 2017
|
|
Regular Quarterly
|
|
$
|
0.21875
|
|
|
(1)
|
Urban II, an affiliate of CIM REIT and CIM Urban, waived its right to receive the April 24, 2017, June 27, 2017, and January 11, 2018 special cash dividends.
|
Exhibit No.
|
|
Document
|
3.1
|
|
|
3.1(a)
|
|
|
3.1(b)
|
|
|
3.1(c)
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
+10.1
|
|
+10.2
|
|
|
+10.3
|
|
|
+10.4
|
|
|
+10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
*10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
*21.1
|
|
|
*23.1
|
|
|
*24.1
|
|
|
*31.1
|
|
|
*31.2
|
|
|
*
|
Filed herewith.
|
+
|
Management contract or compensatory plan
|
(b)
|
Exhibits
|
(c)
|
Excluded Financial Statements
|
|
|
CIM Commercial Trust Corporation
|
|
|
|
|
|
Dated:
|
March 18, 2019
|
By:
|
/s/ CHARLES E. GARNER II
|
|
|
|
Charles E. Garner II
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Dated:
|
March 18, 2019
|
By:
|
/s/ DAVID THOMPSON
|
|
|
|
David Thompson
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Charles E. Garner II
|
|
Chief Executive Officer (Principal Executive
|
|
March 18, 2019
|
Charles E. Garner II
|
|
Officer)
|
|
|
|
|
|
|
|
/s/ David Thompson
|
|
Chief Financial Officer (Principal Financial
|
|
March 18, 2019
|
David Thompson
|
|
Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Douglas Bech
|
|
Director
|
|
March 18, 2019
|
Douglas Bech
|
|
|
|
|
|
|
|
|
|
/s/ Robert Cresci
|
|
Director
|
|
March 18, 2019
|
Robert Cresci
|
|
|
|
|
|
|
|
|
|
/s/ Kelly Eppich
|
|
Director
|
|
March 18, 2019
|
Kelly Eppich
|
|
|
|
|
|
|
|
|
|
/s/ Frank Golay
|
|
Director
|
|
March 18, 2019
|
Frank Golay
|
|
|
|
|
|
|
|
|
|
/s/ Shaul Kuba
|
|
Director
|
|
March 18, 2019
|
Shaul Kuba
|
|
|
|
|
|
|
|
|
|
/s/ Richard Ressler
|
|
Director
|
|
March 18, 2019
|
Richard Ressler
|
|
|
|
|
|
|
|
|
|
/s/ Avraham Shemesh
|
|
Director
|
|
March 18, 2019
|
Avraham Shemesh
|
|
|
|
|
Financial Statements
|
|
Page
Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Investments in real estate, net
|
$
|
1,040,937
|
|
|
$
|
957,725
|
|
Cash and cash equivalents
|
54,931
|
|
|
129,310
|
|
||
Restricted cash
|
22,512
|
|
|
27,008
|
|
||
Loans receivable, net
|
83,248
|
|
|
81,056
|
|
||
Accounts receivable, net
|
6,640
|
|
|
13,627
|
|
||
Deferred rent receivable and charges, net
|
84,230
|
|
|
84,748
|
|
||
Other intangible assets, net
|
9,531
|
|
|
6,381
|
|
||
Other assets
|
18,197
|
|
|
36,533
|
|
||
Assets held for sale, net (Note 3)
|
22,175
|
|
|
—
|
|
||
TOTAL ASSETS
|
$
|
1,342,401
|
|
|
$
|
1,336,388
|
|
LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Debt, net
|
$
|
588,671
|
|
|
$
|
630,852
|
|
Accounts payable and accrued expenses
|
41,598
|
|
|
26,394
|
|
||
Intangible liabilities, net
|
2,872
|
|
|
1,070
|
|
||
Due to related parties
|
10,951
|
|
|
8,814
|
|
||
Other liabilities
|
16,535
|
|
|
14,629
|
|
||
Liabilities associated with assets held for sale, net (Note 3)
|
28,766
|
|
|
—
|
|
||
Total liabilities
|
689,393
|
|
|
681,759
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 16)
|
|
|
|
||||
REDEEMABLE PREFERRED STOCK: Series A, $0.001 par value; 36,000,000 shares authorized; 1,566,386 and 1,565,346 shares issued and outstanding, respectively, at December 31, 2018 and 1,225,734 and 1,224,712 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment
|
35,733
|
|
|
27,924
|
|
||
EQUITY:
|
|
|
|
||||
Series A cumulative redeemable preferred stock, $0.001 par value; 36,000,000 shares authorized; 1,287,169 and 1,281,804 shares issued and outstanding, respectively, at December 31, 2018 and 61,435 and 60,592 shares issued and outstanding, respectively, at December 31, 2017; liquidation preference of $25.00 per share, subject to adjustment
|
31,866
|
|
|
1,508
|
|
||
Series L cumulative redeemable preferred stock, $0.001 par value; 9,000,000 shares authorized; 8,080,740 shares issued and outstanding at December 31, 2018 and 2017; liquidation preference of $28.37 per share, subject to adjustment
|
229,251
|
|
|
229,251
|
|
||
Common stock, $0.001 par value; 900,000,000 shares authorized; 43,795,073 and 43,784,939 shares issued and outstanding at December 31, 2018 and 2017, respectively
|
44
|
|
|
44
|
|
||
Additional paid-in capital
|
790,354
|
|
|
792,631
|
|
||
Accumulated other comprehensive income
|
1,806
|
|
|
1,631
|
|
||
Distributions in excess of earnings
|
(436,883
|
)
|
|
(399,250
|
)
|
||
Total stockholders' equity
|
616,438
|
|
|
625,815
|
|
||
Noncontrolling interests
|
837
|
|
|
890
|
|
||
Total equity
|
617,275
|
|
|
626,705
|
|
||
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, AND EQUITY
|
$
|
1,342,401
|
|
|
$
|
1,336,388
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Rental and other property income
|
$
|
138,310
|
|
|
$
|
166,587
|
|
|
$
|
196,331
|
|
Hotel income
|
35,672
|
|
|
35,576
|
|
|
45,082
|
|
|||
Expense reimbursements
|
10,023
|
|
|
16,646
|
|
|
12,502
|
|
|||
Interest and other income
|
13,719
|
|
|
17,567
|
|
|
12,016
|
|
|||
|
197,724
|
|
|
236,376
|
|
|
265,931
|
|
|||
EXPENSES:
|
|
|
|
|
|
||||||
Rental and other property operating
|
80,171
|
|
|
101,585
|
|
|
124,703
|
|
|||
Asset management and other fees to related parties
|
24,451
|
|
|
30,251
|
|
|
33,882
|
|
|||
Interest
|
27,702
|
|
|
36,338
|
|
|
34,385
|
|
|||
General and administrative
|
9,167
|
|
|
5,479
|
|
|
7,961
|
|
|||
Transaction costs (Note 16)
|
938
|
|
|
11,862
|
|
|
340
|
|
|||
Depreciation and amortization
|
53,228
|
|
|
58,364
|
|
|
71,968
|
|
|||
Impairment of real estate (Note 2)
|
—
|
|
|
13,100
|
|
|
—
|
|
|||
|
195,657
|
|
|
256,979
|
|
|
273,239
|
|
|||
Gain on sale of real estate (Note 3)
|
—
|
|
|
401,737
|
|
|
39,666
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
|
2,067
|
|
|
381,134
|
|
|
32,358
|
|
|||
Provision for income taxes
|
925
|
|
|
1,376
|
|
|
1,646
|
|
|||
NET INCOME FROM CONTINUING OPERATIONS
|
1,142
|
|
|
379,758
|
|
|
30,712
|
|
|||
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Income from operations of assets held for sale (Note 7)
|
—
|
|
|
—
|
|
|
3,853
|
|
|||
Gain on disposition of assets held for sale (Note 7)
|
—
|
|
|
—
|
|
|
—
|
|
|||
NET INCOME FROM DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
3,853
|
|
|||
NET INCOME
|
1,142
|
|
|
379,758
|
|
|
34,565
|
|
|||
Net income attributable to noncontrolling interests
|
(21
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|||
NET INCOME ATTRIBUTABLE TO THE COMPANY
|
1,121
|
|
|
379,737
|
|
|
34,547
|
|
|||
Redeemable preferred stock dividends declared and accumulated (Note 11)
|
(15,423
|
)
|
|
(1,926
|
)
|
|
(9
|
)
|
|||
Redeemable preferred stock redemptions (Note 11)
|
4
|
|
|
2
|
|
|
—
|
|
|||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(14,298
|
)
|
|
$
|
377,813
|
|
|
$
|
34,538
|
|
BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
5.47
|
|
|
$
|
0.34
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
Net (loss) income
|
$
|
(0.33
|
)
|
|
$
|
5.47
|
|
|
$
|
0.38
|
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
|
|
|
|
|
|
||||||
Basic
|
43,792
|
|
|
69,062
|
|
|
91,328
|
|
|||
Diluted
|
43,792
|
|
|
69,070
|
|
|
91,328
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
NET INCOME
|
$
|
1,142
|
|
|
$
|
379,758
|
|
|
$
|
34,565
|
|
Other comprehensive income: cash flow hedges
|
175
|
|
|
2,140
|
|
|
2,010
|
|
|||
COMPREHENSIVE INCOME
|
1,317
|
|
|
381,898
|
|
|
36,575
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(21
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY
|
$
|
1,296
|
|
|
$
|
381,877
|
|
|
$
|
36,557
|
|
|
Years Ended December 31, 2018, 2017 and 2016
|
|||||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Preferred Stock
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
Series A
|
|
Series L
|
|
Additional
|
|
Other
|
|
Distributions
|
|
Non-
|
|
|
|||||||||||||||||||||||
|
|
|
Par
|
|
|
|
|
|
|
|
|
|
Paid - in
|
|
Comprehensive
|
|
in Excess
|
|
controlling
|
|
Total
|
|||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income (Loss)
|
|
of Earnings
|
|
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 Series A Preferred Warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($1.375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
Years Ended December 31, 2018, 2017 and 2016
|
|||||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Preferred Stock
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
Series A
|
|
Series L
|
|
Additional
|
|
Other
|
|
Distributions
|
|
Non-
|
|
|
|||||||||||||||||||||||
|
|
|
Par
|
|
|
|
|
|
|
|
|
|
Paid - in
|
|
Comprehensive
|
|
in Excess
|
|
controlling
|
|
Total
|
|||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income (Loss)
|
|
of Earnings
|
|
Interests
|
|
Equity
|
|||||||||||||||||||
Balances, December 31, 2016
|
84,048,081
|
|
|
$
|
84
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,566,073
|
|
|
$
|
(509
|
)
|
|
$
|
(599,971
|
)
|
|
$
|
912
|
|
|
$
|
966,589
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
||||||||
Stock-based compensation expense
|
9,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||||||
Share repurchases
|
(40,272,727
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(752,218
|
)
|
|
—
|
|
|
(133,752
|
)
|
|
—
|
|
|
(886,010
|
)
|
||||||||
Special cash dividends declared to certain common stockholders ($2.990 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,447
|
)
|
|
—
|
|
|
(6,447
|
)
|
||||||||
Common dividends ($0.594 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,327
|
)
|
|
—
|
|
|
(38,327
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
||||||||
Issuance of Series L Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,080,740
|
|
|
229,251
|
|
|
(21,406
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
207,845
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($1.375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
|
(490
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
—
|
|
|
—
|
|
|
61,013
|
|
|
1,518
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
||||||||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(421
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,140
|
|
|
—
|
|
|
—
|
|
|
2,140
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
379,737
|
|
|
21
|
|
|
379,758
|
|
||||||||
Balances, December 31, 2017
|
43,784,939
|
|
|
$
|
44
|
|
|
60,592
|
|
|
$
|
1,508
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
792,631
|
|
|
$
|
1,631
|
|
|
$
|
(399,250
|
)
|
|
$
|
890
|
|
|
$
|
626,705
|
|
|
Years Ended December 31, 2018, 2017 and 2016
|
|||||||||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Preferred Stock
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
Series A
|
|
Series L
|
|
Additional
|
|
Other
|
|
Distributions
|
|
Non-
|
|
|
|||||||||||||||||||||||
|
|
|
Par
|
|
|
|
|
|
|
|
|
|
Paid - in
|
|
Comprehensive
|
|
in Excess
|
|
controlling
|
|
Total
|
|||||||||||||||||||
|
Shares
|
|
Value
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income
|
|
of Earnings
|
|
Interests
|
|
Equity
|
|||||||||||||||||||
Balances, December 31, 2017
|
43,784,939
|
|
|
$
|
44
|
|
|
60,592
|
|
|
$
|
1,508
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
792,631
|
|
|
$
|
1,631
|
|
|
$
|
(399,250
|
)
|
|
$
|
890
|
|
|
$
|
626,705
|
|
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(74
|
)
|
||||||||
Stock-based compensation expense
|
10,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||||
Common dividends ($0.500 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,895
|
)
|
|
—
|
|
|
(21,895
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($1.375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,814
|
)
|
|
—
|
|
|
(2,814
|
)
|
||||||||
Dividends to holders of Series L Preferred Stock ($1.738 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,045
|
)
|
|
—
|
|
|
(14,045
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
—
|
|
|
—
|
|
|
1,223,032
|
|
|
30,403
|
|
|
—
|
|
|
—
|
|
|
(2,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,887
|
|
||||||||
Redemption of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
(1,820
|
)
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|
21
|
|
|
1,142
|
|
||||||||
Balances, December 31, 2018
|
43,795,073
|
|
|
$
|
44
|
|
|
1,281,804
|
|
|
$
|
31,866
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
790,354
|
|
|
$
|
1,806
|
|
|
$
|
(436,883
|
)
|
|
$
|
837
|
|
|
$
|
617,275
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,142
|
|
|
$
|
379,758
|
|
|
$
|
34,565
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Deferred rent and amortization of intangible assets, liabilities and lease inducements
|
(3,636
|
)
|
|
(2,172
|
)
|
|
(6,584
|
)
|
|||
Depreciation and amortization
|
53,228
|
|
|
58,364
|
|
|
71,968
|
|
|||
Reclassification from AOCI to interest expense
|
(1,552
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value of swaps
|
1,728
|
|
|
—
|
|
|
—
|
|
|||
Transfer of right to collect supplemental real estate tax reimbursements
|
—
|
|
|
(5,097
|
)
|
|
—
|
|
|||
Gain on sale of real estate
|
—
|
|
|
(401,737
|
)
|
|
(39,666
|
)
|
|||
Impairment of real estate
|
—
|
|
|
13,100
|
|
|
—
|
|
|||
Straight-line rent, below-market ground lease and amortization of intangible assets
|
(18
|
)
|
|
1,069
|
|
|
1,766
|
|
|||
Straight-line lease termination income
|
—
|
|
|
(362
|
)
|
|
—
|
|
|||
Amortization of deferred loan costs
|
1,704
|
|
|
2,870
|
|
|
2,803
|
|
|||
Amortization of premiums and discounts on debt
|
(444
|
)
|
|
(590
|
)
|
|
(870
|
)
|
|||
Unrealized premium adjustment
|
2,522
|
|
|
2,447
|
|
|
1,599
|
|
|||
Amortization and accretion on loans receivable, net
|
(41
|
)
|
|
96
|
|
|
(1,039
|
)
|
|||
Bad debt expense
|
494
|
|
|
677
|
|
|
161
|
|
|||
Deferred income taxes
|
(3
|
)
|
|
271
|
|
|
164
|
|
|||
Stock-based compensation
|
162
|
|
|
154
|
|
|
164
|
|
|||
Loans funded, held for sale to secondary market
|
(55,655
|
)
|
|
(57,237
|
)
|
|
(38,234
|
)
|
|||
Proceeds from sale of guaranteed loans
|
54,142
|
|
|
51,312
|
|
|
38,536
|
|
|||
Principal collected on loans subject to secured borrowings
|
5,698
|
|
|
6,674
|
|
|
3,866
|
|
|||
Other operating activity
|
(1,587
|
)
|
|
(1,718
|
)
|
|
136
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable and interest receivable
|
6,692
|
|
|
(977
|
)
|
|
(2,569
|
)
|
|||
Other assets
|
(2,728
|
)
|
|
(19,762
|
)
|
|
419
|
|
|||
Accounts payable and accrued expenses
|
(365
|
)
|
|
(14,139
|
)
|
|
630
|
|
|||
Deferred leasing costs
|
(5,773
|
)
|
|
(6,973
|
)
|
|
(19,885
|
)
|
|||
Other liabilities
|
2,221
|
|
|
(5,589
|
)
|
|
3,219
|
|
|||
Due to related parties
|
2,218
|
|
|
(1,584
|
)
|
|
724
|
|
|||
Net cash provided by (used in) operating activities
|
60,149
|
|
|
(1,145
|
)
|
|
51,873
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Additions to investments in real estate
|
(12,055
|
)
|
|
(21,101
|
)
|
|
(35,414
|
)
|
|||
Acquisition of real estate
|
(112,048
|
)
|
|
(19,631
|
)
|
|
—
|
|
|||
Proceeds from sale of real estate, net
|
—
|
|
|
1,012,115
|
|
|
94,568
|
|
|||
Proceeds from sale of assets held for sale, net
|
—
|
|
|
—
|
|
|
25,690
|
|
|||
Loans funded
|
(18,579
|
)
|
|
(19,079
|
)
|
|
(66,001
|
)
|
|||
Principal collected on loans
|
10,770
|
|
|
10,883
|
|
|
33,470
|
|
|||
Other investing activity
|
178
|
|
|
317
|
|
|
1,287
|
|
|||
Net cash (used in) provided by investing activities
|
(131,734
|
)
|
|
963,504
|
|
|
53,600
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Hotel properties
|
|
|
|
|
|
|
||||||
Hotel income
|
|
$
|
35,672
|
|
|
$
|
35,576
|
|
|
$
|
45,082
|
|
Rental and other property income
|
|
2,922
|
|
|
2,877
|
|
|
3,176
|
|
|||
Interest and other income
|
|
195
|
|
|
132
|
|
|
121
|
|
|||
Hotel revenues
|
|
$
|
38,789
|
|
|
$
|
38,585
|
|
|
$
|
48,379
|
|
|
|
Asset
|
|
Date of
|
|
|
|
Purchase
|
||
Property
|
|
Type
|
|
Acquisition
|
|
Square Feet
|
|
Price (1)
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
||
9460 Wilshire Boulevard, Beverly Hills, CA
|
|
Office
|
|
January 18, 2018
|
|
91,750
|
|
$
|
132,000
|
|
|
(1)
|
In December 2017, at the time we entered into the purchase and sale agreement, we made a
$20,000,000
non-refundable deposit to an escrow account that is included in other assets on our consolidated balance sheet at December 31, 2017. Transaction costs that were capitalized in connection with the acquisition of this property totaled
$48,000
, which are not included in the purchase price above.
|
|
|
Asset
|
|
Date of
|
|
|
|
Purchase
|
||
Property
|
|
Type
|
|
Acquisition
|
|
Square Feet
|
|
Price (1)
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
||
1130 Howard Street, San Francisco, CA
|
|
Office
|
|
December 29, 2017
|
|
21,194
|
|
$
|
17,717
|
|
|
(1)
|
Transaction costs that were capitalized and assumption of liabilities totaled
$1,915,000
, which are excluded from the purchase price above.
|
Property
|
|
Asset Type
|
|
Date of Sale
|
|
Square
Feet or Units (1) |
|
Sales Price
|
|
Transaction Costs
|
|
Gain on Sale
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||||
211 Main Street,
San Francisco, CA |
|
Office
|
|
March 28, 2017
|
|
417,266
|
|
$
|
292,882
|
|
|
$
|
2,943
|
(2)
|
|
$
|
187,734
|
|
3636 McKinney Avenue,
Dallas, TX |
|
Multifamily
|
|
May 30, 2017
|
|
103
|
|
$
|
20,000
|
|
|
$
|
1,320
|
(2)
|
|
$
|
5,488
|
|
3839 McKinney Avenue,
Dallas, TX |
|
Multifamily
|
|
May 30, 2017
|
|
75
|
|
$
|
14,100
|
|
|
$
|
938
|
(2)
|
|
$
|
4,224
|
|
200 S College Street,
Charlotte, NC |
|
Office
|
|
June 8, 2017
|
|
567,865
|
|
$
|
148,500
|
|
|
$
|
833
|
|
|
$
|
45,906
|
|
980 9th and 1010 8th Street,
Sacramento, CA |
|
Office & Parking Garage
|
|
June 20, 2017
|
|
485,926
|
|
$
|
120,500
|
|
|
$
|
1,119
|
|
|
$
|
34,559
|
|
4649 Cole Avenue,
Dallas, TX |
|
Multifamily
|
|
June 23, 2017
|
|
334
|
|
$
|
64,000
|
|
|
$
|
3,311
|
(2)
|
|
$
|
25,836
|
|
800 N Capitol Street,
Washington, D.C. |
|
Office
|
|
August 31, 2017
|
|
311,593
|
|
$
|
119,750
|
|
|
$
|
2,388
|
|
|
$
|
34,456
|
|
7083 Hollywood Boulevard,
Los Angeles, CA (3) |
|
Office
|
|
September 21, 2017
|
|
82,193
|
|
$
|
42,300
|
|
|
$
|
584
|
|
|
$
|
23,670
|
|
47 E 34th Street,
New York, NY |
|
Multifamily
|
|
September 26, 2017
|
|
110
|
|
$
|
80,000
|
|
|
$
|
3,157
|
|
|
$
|
16,556
|
|
370 L'Enfant Promenade,
Washington, D.C. (4) |
|
Office
|
|
October 17, 2017
|
|
409,897
|
|
$
|
126,680
|
|
|
$
|
2,451
|
|
|
$
|
2,994
|
|
4200 Scotland Street,
Houston, TX (3) |
|
Multifamily
|
|
December 15, 2017
|
|
308
|
|
$
|
64,025
|
|
|
$
|
597
|
|
|
$
|
20,314
|
|
|
(1)
|
Reflects the square footage of office properties and number of units of multifamily properties.
|
(2)
|
Includes a prepayment penalty incurred in connection with the prepayment of the mortgage on the property in the amount of
$1,508,000
at 211 Main Street,
$1,143,000
at 3636 McKinney Avenue,
$758,000
at 3839 McKinney Avenue, and
$2,812,000
at 4649 Cole Avenue (Note 8).
|
(3)
|
A mortgage collateralized by this property was assumed by the buyer in connection with our sale of the property (Note 8).
|
(4)
|
In August 2017, we negotiated an agreement with an unrelated third-party for the sale of this property. We determined the book value of this property exceeded its estimated fair value less costs to sell, and as such, an impairment charge of
$13,100,000
was recognized at such time for the year ended
December 31, 2017
(Note 2). Our determination of fair value was based on the sales price negotiated with the third-party buyer.
|
Property
|
|
Asset
Type |
|
Date of Sale
|
|
Rooms
|
|
Sales
Price |
|
Transaction Costs
|
|
Gain on
Sale |
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||||||
Courtyard Oakland,
Oakland, CA |
|
Hotel
|
|
February 2, 2016
|
|
162
|
|
$
|
43,800
|
|
|
$
|
1,026
|
|
|
$
|
24,739
|
|
LAX Holiday Inn,
Los Angeles, CA |
|
Hotel
|
|
July 19, 2016
|
|
405
|
|
$
|
52,500
|
|
|
$
|
706
|
|
|
$
|
14,927
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Investments in real estate, net
|
$
|
—
|
|
|
$
|
631,740
|
|
|
$
|
54,374
|
|
Deferred rent receivable and charges, net
|
—
|
|
|
34,071
|
|
|
—
|
|
|||
Other intangible assets, net
|
—
|
|
|
11,283
|
|
|
528
|
|
|||
Other assets
|
—
|
|
|
38
|
|
|
—
|
|
|||
Total assets
|
$
|
—
|
|
|
$
|
677,132
|
|
|
$
|
54,902
|
|
Liabilities
|
|
|
|
|
|
||||||
Debt, net (1)
|
$
|
—
|
|
|
$
|
115,037
|
|
|
$
|
—
|
|
Other liabilities
|
—
|
|
|
14,029
|
|
|
—
|
|
|||
Intangible liabilities, net
|
—
|
|
|
1,800
|
|
|
—
|
|
|||
Total liabilities
|
$
|
—
|
|
|
$
|
130,866
|
|
|
$
|
—
|
|
|
(1)
|
Net of
$665,000
of premium on assumed mortgage. Debt of
$50,260,000
was assumed by certain buyers in connection with sales of certain properties.
|
|
Year Ended December 31,
|
||||||||||
|
2018 (1)
|
|
2017 (1)
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Land
|
$
|
52,199
|
|
|
$
|
8,290
|
|
|
$
|
—
|
|
Land improvements
|
756
|
|
|
—
|
|
|
—
|
|
|||
Buildings and improvements
|
74,522
|
|
|
10,109
|
|
|
—
|
|
|||
Tenant improvements
|
1,451
|
|
|
371
|
|
|
—
|
|
|||
Acquired in-place leases (2)
|
7,003
|
|
|
1,184
|
|
|
—
|
|
|||
Acquired above-market leases (3)
|
109
|
|
|
37
|
|
|
—
|
|
|||
Acquired below-market leases (4)
|
(3,992
|
)
|
|
(360
|
)
|
|
—
|
|
|||
Net assets acquired
|
$
|
132,048
|
|
|
$
|
19,631
|
|
|
$
|
—
|
|
|
(1)
|
The purchase price of the acquisitions completed during the years ended
December 31, 2018
and
2017
were less than
10%
of our total assets as of the most recent annual consolidated financial statements filed at or prior to the date of acquisition.
|
(2)
|
Acquired in-place leases have a weighted average amortization period of
3 years
and
5 years
for the
2018
and
2017
acquisitions, respectively.
|
(3)
|
Acquired above-market leases have a weighted average amortization period of
2 years
and
7 years
, respectively, for the
2018
and
2017
acquisitions.
|
(4)
|
Acquired below-market leases have a weighted average amortization period of
3 years
and
2 years
, respectively, for the
2018
and
2017
acquisitions.
|
|
(1)
|
Investments in real estate of
$24,832,000
are presented net of accumulated depreciation of
$7,709,000
.
|
(2)
|
Other intangible assets, net, represent acquired in-place leases of
$1,778,000
, which are presented net of accumulated amortization of
$1,558,000
.
|
(3)
|
Debt includes the outstanding principal balance of 260 Townsend Street of
$28,200,000
. Debt is presented net of deferred loan costs of
$243,000
and the accumulated amortization of
$61,000
.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Land
|
$
|
266,410
|
|
|
$
|
221,785
|
|
Land improvements
|
18,368
|
|
|
17,745
|
|
||
Buildings and improvements
|
912,892
|
|
|
847,849
|
|
||
Furniture, fixtures, and equipment
|
4,245
|
|
|
3,363
|
|
||
Tenant improvements
|
133,487
|
|
|
128,876
|
|
||
Work in progress
|
9,234
|
|
|
9,162
|
|
||
Investments in real estate
|
1,344,636
|
|
|
1,228,780
|
|
||
Accumulated depreciation
|
(303,699
|
)
|
|
(271,055
|
)
|
||
Net investments in real estate
|
$
|
1,040,937
|
|
|
$
|
957,725
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
SBA 7(a) loans receivable, subject to loan-backed notes
|
|
$
|
36,847
|
|
|
$
|
—
|
|
SBA 7(a) loans receivable, subject to credit risk
|
|
29,385
|
|
|
58,298
|
|
||
SBA 7(a) loans receivable, subject to secured borrowings
|
|
16,409
|
|
|
21,664
|
|
||
Commercial mortgage loans receivable
|
|
—
|
|
|
424
|
|
||
Loans receivable
|
|
82,641
|
|
|
80,386
|
|
||
Deferred capitalized costs
|
|
1,309
|
|
|
1,132
|
|
||
Loan loss reserves
|
|
(702
|
)
|
|
(462
|
)
|
||
Loans receivable, net
|
|
$
|
83,248
|
|
|
$
|
81,056
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
December 31, 2018
|
|
Acquired Above-Market Leases
|
|
Acquired
In-Place Leases
|
|
Trade Name and License
|
|
Acquired
Below-Market Leases
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Gross balance
|
|
$
|
146
|
|
|
$
|
16,210
|
|
|
$
|
2,957
|
|
|
$
|
(6,618
|
)
|
Accumulated amortization
|
|
(51
|
)
|
|
(9,731
|
)
|
|
—
|
|
|
3,746
|
|
||||
|
|
$
|
95
|
|
|
$
|
6,479
|
|
|
$
|
2,957
|
|
|
$
|
(2,872
|
)
|
Average useful life (in years)
|
|
3
|
|
|
8
|
|
|
Indefinite
|
|
|
4
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
December 31, 2017
|
|
Acquired Above-Market Leases
|
|
Acquired
In-Place Leases
|
|
Trade Name and License
|
|
Acquired
Below-Market Leases
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Gross balance
|
|
$
|
37
|
|
|
$
|
11,087
|
|
|
$
|
2,957
|
|
|
$
|
(2,902
|
)
|
Accumulated amortization
|
|
—
|
|
|
(7,700
|
)
|
|
—
|
|
|
1,832
|
|
||||
|
|
$
|
37
|
|
|
$
|
3,387
|
|
|
$
|
2,957
|
|
|
$
|
(1,070
|
)
|
Average useful life (in years)
|
|
7
|
|
|
9
|
|
|
Indefinite
|
|
5
|
|
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
Acquired
|
|
Acquired
|
|
Acquired
|
||||||
|
|
Above-Market
|
|
In-Place
|
|
Below-Market
|
||||||
Years Ending December 31,
|
|
Leases
|
|
Leases
|
|
Leases
|
||||||
|
|
(in thousands)
|
||||||||||
2019
|
|
$
|
63
|
|
|
$
|
2,136
|
|
|
$
|
(1,590
|
)
|
2020
|
|
9
|
|
|
1,373
|
|
|
(701
|
)
|
|||
2021
|
|
5
|
|
|
923
|
|
|
(347
|
)
|
|||
2022
|
|
5
|
|
|
687
|
|
|
(234
|
)
|
|||
2023
|
|
6
|
|
|
375
|
|
|
—
|
|
|||
Thereafter
|
|
7
|
|
|
985
|
|
|
—
|
|
|||
|
|
$
|
95
|
|
|
$
|
6,479
|
|
|
$
|
(2,872
|
)
|
|
Year Ended December 31,
|
||
|
2016
|
||
|
(in thousands)
|
||
Proceeds received
|
$
|
27,587
|
|
Less: Carrying value
|
(27,587
|
)
|
|
Gain on sale before transaction costs
|
—
|
|
|
Transaction costs
|
—
|
|
|
Gain on disposition of assets held for sale
|
$
|
—
|
|
|
(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.
|
|
Year Ended December 31,
|
||
|
2016
|
||
|
(in thousands)
|
||
Revenue
- Interest and other income
|
$
|
6,389
|
|
|
|
||
Expenses:
|
|
||
Interest expense
|
1,944
|
|
|
Fees to related party
|
550
|
|
|
General and administrative
|
42
|
|
|
Total expenses
|
2,536
|
|
|
Income from operations of assets held for sale
|
3,853
|
|
|
Gain on disposition of assets held for sale
|
—
|
|
|
Net income from discontinued operations
|
$
|
3,853
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Mortgage loans with a fixed interest rate of 4.14% per annum, with monthly payments of interest only, and balances totaling $342,100,000 due on July 1, 2026. The loans are nonrecourse. In December 2018, one loan with an outstanding principal balance of $28,200,000 was reclassified to liabilities associated with assets held for sale (Note 3). On March 1, 2019, mortgage loans with an aggregate outstanding principal balance of $205,500,000 were defeased in connection with the sale of the properties that were collateral for the loans.
|
|
$
|
342,100
|
|
|
$
|
370,300
|
|
Mortgage loan with a fixed interest rate of 4.50% per annum, with monthly payments of interest only for 10 years, and payments of interest and principal starting in February 2022. The loan had a $42,008,000 balance due on January 5, 2027. The loan was nonrecourse. On March 1, 2019, the mortgage loan was repaid in connection with the property that was collateral for the loan.
|
|
46,000
|
|
|
46,000
|
|
||
|
|
388,100
|
|
|
416,300
|
|
||
Deferred loan costs related to mortgage loans
|
|
(1,177
|
)
|
|
(1,540
|
)
|
||
Total Mortgages Payable
|
|
386,923
|
|
|
414,760
|
|
||
Secured borrowing principal on SBA 7(a) loans sold for a premium and excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 5.89% and 4.85% at December 31, 2018 and 2017, respectively.
|
|
11,283
|
|
|
16,812
|
|
||
Secured borrowing principal on SBA 7(a) loans sold for excess spread—variable rate, reset quarterly, based on prime rate with weighted average coupon rate of 3.57% and 2.60% at December 31, 2018 and 2017, respectively.
|
|
4,482
|
|
|
3,879
|
|
||
|
|
15,765
|
|
|
20,691
|
|
||
Unamortized premiums
|
|
940
|
|
|
1,466
|
|
||
Total Secured Borrowings—Government Guaranteed Loans
|
|
16,705
|
|
|
22,157
|
|
||
Revolving credit facility
|
|
130,000
|
|
|
—
|
|
||
SBA 7(a) loan-backed notes with a variable interest rate which resets monthly based on the lesser of the one-month LIBOR plus 1.40% or the prime rate less 1.08%, with payments of interest and principal due monthly. Balance due at maturity in March 20, 2043.
|
|
33,769
|
|
|
—
|
|
||
Junior subordinated notes with a variable interest rate which resets quarterly based on the three-month LIBOR (as defined below) plus 3.25%, with quarterly interest only payments. Balance due at maturity on March 30, 2035.
|
|
27,070
|
|
|
27,070
|
|
||
Unsecured term loan facility (terminated and repaid on October 30, 2018)
|
|
—
|
|
|
170,000
|
|
||
|
|
190,839
|
|
|
197,070
|
|
||
Deferred loan costs related to other debt
|
|
(3,941
|
)
|
|
(1,198
|
)
|
||
Discount on junior subordinated notes
|
|
(1,855
|
)
|
|
(1,937
|
)
|
||
Total Other Debt
|
|
185,043
|
|
|
193,935
|
|
||
Total Debt
|
|
$
|
588,671
|
|
|
$
|
630,852
|
|
Years Ending December 31,
|
|
Mortgages Payable (1)
|
|
Secured Borrowings Principal (2)
|
|
Other (2) (3)
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2019
|
|
$
|
—
|
|
|
$
|
574
|
|
|
$
|
2,327
|
|
|
$
|
2,901
|
|
2020
|
|
—
|
|
|
604
|
|
|
2,382
|
|
|
2,986
|
|
||||
2021
|
|
—
|
|
|
636
|
|
|
2,445
|
|
|
3,081
|
|
||||
2022
|
|
679
|
|
|
669
|
|
|
132,510
|
|
|
133,858
|
|
||||
2023
|
|
773
|
|
|
704
|
|
|
2,583
|
|
|
4,060
|
|
||||
Thereafter
|
|
386,648
|
|
|
12,578
|
|
|
48,592
|
|
|
447,818
|
|
||||
|
|
$
|
388,100
|
|
|
$
|
15,765
|
|
|
$
|
190,839
|
|
|
$
|
594,704
|
|
|
(1)
|
Excludes the future principal payments for 260 Townsend Street's mortgage, which is classified as liabilities associated with assets held for sale on our consolidated balance sheet at
December 31, 2018
(Note 3).
|
(2)
|
Principal payments on secured borrowings and SBA 7(a) loan-backed notes, which are included in Other, are generally dependent upon cash flows received from the underlying loans. Our estimate of their repayment is based on scheduled 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.
|
(3)
|
Represents the junior subordinated notes, SBA 7(a) loan-backed notes, and revolving credit facility.
|
|
2018
|
|||||
|
|
|
Weighted
|
|||
|
|
|
Average Grant
|
|||
|
Number of
|
|
Date Fair Value
|
|||
|
Shares
|
|
Per Share
|
|||
Balance, January 1
|
9,585
|
|
|
$
|
15.65
|
|
Granted
|
10,134
|
|
|
$
|
14.80
|
|
Vested
|
(9,585
|
)
|
|
$
|
15.65
|
|
Balance, December 31
|
10,134
|
|
|
$
|
14.80
|
|
|
2017
|
|||||
|
|
|
Weighted
|
|||
|
|
|
Average Grant
|
|||
|
Number of
|
|
Date Fair Value
|
|||
|
Shares
|
|
Per Share
|
|||
Balance, January 1
|
10,844
|
|
|
$
|
18.75
|
|
Granted
|
9,585
|
|
|
$
|
15.65
|
|
Vested
|
(10,844
|
)
|
|
$
|
18.75
|
|
Balance, December 31
|
9,585
|
|
|
$
|
15.65
|
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
1,142
|
|
|
$
|
379,758
|
|
|
$
|
30,712
|
|
Net income attributable to noncontrolling interests
|
(21
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|||
Redeemable preferred stock dividends accumulated
|
1,436
|
|
|
(1,436
|
)
|
|
—
|
|
|||
Redeemable preferred stock dividends declared
|
(16,859
|
)
|
|
(490
|
)
|
|
(9
|
)
|
|||
Redeemable preferred stock redemptions
|
4
|
|
|
2
|
|
|
—
|
|
|||
Basic net (loss) income from continuing operations attributable to common stockholders
|
(14,298
|
)
|
|
377,813
|
|
|
30,685
|
|
|||
Redeemable preferred stock dividends declared on dilutive shares
|
—
|
|
|
9
|
|
|
—
|
|
|||
Diluted net (loss) income from continuing operations attributable to common stockholders
|
(14,298
|
)
|
|
377,822
|
|
|
30,685
|
|
|||
|
|
|
|
|
|
||||||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
3,853
|
|
|||
|
|
|
|
|
|
||||||
Basic net (loss) income attributable to common stockholders
|
$
|
(14,298
|
)
|
|
$
|
377,813
|
|
|
$
|
34,538
|
|
Diluted net (loss) income attributable to common stockholders
|
$
|
(14,298
|
)
|
|
$
|
377,822
|
|
|
$
|
34,538
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares of common stock outstanding
|
43,792
|
|
|
69,062
|
|
|
91,328
|
|
|||
Effect of dilutive securities—contingently issuable shares
|
—
|
|
|
8
|
|
|
—
|
|
|||
Diluted weighted average shares and common stock equivalents outstanding
|
43,792
|
|
|
69,070
|
|
|
91,328
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted net (loss) income attributable to common stockholders per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
5.47
|
|
|
$
|
0.34
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
Net (loss) income
|
$
|
(0.33
|
)
|
|
$
|
5.47
|
|
|
$
|
0.38
|
|
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Cash Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 4, 2018
|
|
January 15, 2019
|
|
2,847,150
|
|
$
|
890
|
|
August 22, 2018
|
|
October 15, 2018
|
|
2,457,119
|
|
$
|
769
|
|
June 4, 2018
|
|
July 16, 2018
|
|
2,149,863
|
|
$
|
662
|
|
March 6, 2018
|
|
April 16, 2018
|
|
1,674,841
|
|
$
|
493
|
|
December 6, 2017
|
|
January 16, 2018
|
|
1,285,304
|
|
$
|
249
|
|
September 7, 2017
|
|
October 16, 2017
|
|
568,921
|
|
$
|
138
|
|
June 12, 2017
|
|
July 17, 2017
|
|
308,775
|
|
$
|
72
|
|
March 8, 2017
|
|
April 17, 2017
|
|
144,698
|
|
$
|
31
|
|
|
|
|
|
Cash Dividends
|
||||
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
December 4, 2018
|
|
January 17, 2019
|
|
8,080,740
|
|
$
|
14,045
|
(1)
|
|
Declaration Date
|
|
Payment Date
|
|
Type
|
|
Cash Dividend Per
Common Share |
||
December 4, 2018
|
|
December 27, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
August 22, 2018
|
|
September 25, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
June 4, 2018
|
|
June 28, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
March 6, 2018
|
|
March 29, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
December 18, 2017
|
|
January 11, 2018
|
|
Special Cash
|
|
$
|
0.73000
|
|
December 6, 2017
|
|
December 28, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
September 7, 2017
|
|
September 25, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
June 12, 2017
|
|
June 27, 2017
|
|
Special Cash
|
|
$
|
1.98000
|
|
June 12, 2017
|
|
June 27, 2017
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
April 5, 2017
|
|
April 24, 2017
|
|
Special Cash
|
|
$
|
0.28000
|
|
March 8, 2017
|
|
March 27, 2017
|
|
Regular Quarterly
|
|
$
|
0.21875
|
|
Number of Interest
Rate Swaps (1) (2)
|
|
Total Notional Amount
|
|
Fixed Rates
|
|
Floating Rate Index
|
|
Effective Date
|
|
Expiration
Date
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
2
|
|
$
|
120,000
|
|
|
1.562% - 1.565%
|
|
One-Month LIBOR
|
|
11/2/2015
|
|
5/8/2020
|
|
(1)
|
See Note 14 for our fair value disclosures. Subsequent to
December 31, 2018
, these interest rate swaps were terminated.
|
(2)
|
Our interest rate swaps are not subject to master netting arrangements.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Accumulated other comprehensive income (loss), at beginning of period
|
|
$
|
1,631
|
|
|
$
|
(509
|
)
|
|
$
|
(2,519
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
1,973
|
|
|
361
|
|
|
(2,227
|
)
|
|||
Amounts reclassified (to) from accumulated other comprehensive income (loss) (1)
|
|
(1,798
|
)
|
|
1,779
|
|
|
4,237
|
|
|||
Net current period other comprehensive income
|
|
175
|
|
|
2,140
|
|
|
2,010
|
|
|||
Accumulated other comprehensive income (loss), at end of period
|
|
$
|
1,806
|
|
|
$
|
1,631
|
|
|
$
|
(509
|
)
|
|
(1)
|
The amounts from AOCI are reclassified as a (decrease) increase to interest expense in the statements of operations.
|
|
December 31,
|
|
|
|
Balance Sheet
|
|||||||
|
2018
|
|
2017
|
|
Level
|
|
Location
|
|||||
|
(in thousands)
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||
Interest rate swaps
|
$
|
1,630
|
|
|
$
|
1,631
|
|
|
2
|
|
|
Other assets
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
|||||||||||||
|
Carrying
|
|
Estimated
|
|
Carrying
|
|
Estimated
|
|
|
|||||||||
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Level
|
|
||||||||
|
(in thousands)
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||||||||
SBA 7(a) loans receivable, subject to loan-backed notes
|
$
|
37,031
|
|
|
$
|
38,357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
3
|
|
SBA 7(a) loans receivable, subject to credit risk
|
29,748
|
|
|
30,630
|
|
|
58,904
|
|
|
61,277
|
|
|
3
|
|
||||
SBA 7(a) loans receivable, subject to secured borrowings
|
16,469
|
|
|
16,706
|
|
|
21,728
|
|
|
22,157
|
|
|
3
|
|
||||
Commercial mortgage loans receivable
|
—
|
|
|
—
|
|
|
424
|
|
|
424
|
|
|
3
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable (1)
|
386,923
|
|
|
377,364
|
|
|
414,760
|
|
|
413,819
|
|
|
3
|
|
||||
Junior subordinated notes
|
25,215
|
|
|
24,462
|
|
|
25,133
|
|
|
24,162
|
|
|
3
|
|
|
(1)
|
The
December 31, 2018
carrying amount and estimated fair value of mortgages payable excludes one mortgage loan that has been classified as liabilities associated with assets held for sale on our consolidated balance sheet at
December 31, 2018
(Notes 3 and 8).
|
Daily Average Adjusted Fair
Value of CIM Urban's Assets
|
|
Quarterly Fee
|
||||||
From Greater of
|
|
|
To and Including
|
|
|
Percentage
|
||
(in thousands)
|
|
|
||||||
$
|
—
|
|
|
$
|
500,000
|
|
|
0.2500%
|
500,000
|
|
|
1,000,000
|
|
|
0.2375%
|
||
1,000,000
|
|
|
1,500,000
|
|
|
0.2250%
|
||
1,500,000
|
|
|
4,000,000
|
|
|
0.2125%
|
||
4,000,000
|
|
|
20,000,000
|
|
|
0.1000%
|
|
|
Governmental
|
|
Other
|
|
|
||||||
Years Ending December 31,
|
|
Tenants (1)
|
|
Tenants (1)
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
2019
|
|
$
|
38,652
|
|
|
$
|
93,958
|
|
|
$
|
132,610
|
|
2020
|
|
37,954
|
|
|
87,354
|
|
|
125,308
|
|
|||
2021
|
|
26,894
|
|
|
71,626
|
|
|
98,520
|
|
|||
2022
|
|
15,919
|
|
|
65,886
|
|
|
81,805
|
|
|||
2023
|
|
14,339
|
|
|
49,827
|
|
|
64,166
|
|
|||
Thereafter
|
|
29,263
|
|
|
129,991
|
|
|
159,254
|
|
|||
|
|
$
|
163,021
|
|
|
$
|
498,642
|
|
|
$
|
661,663
|
|
|
(1)
|
Excludes future minimum rental revenue of 260 Townsend Street, which is classified as held for sale on our consolidated balance sheet at
December 31, 2018
(Note 3).
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
California
|
76.1
|
%
|
|
63.2
|
%
|
|
63.4
|
%
|
Washington, D.C.
|
20.6
|
|
|
25.1
|
|
|
21.3
|
|
Texas
|
3.3
|
|
|
6.9
|
|
|
8.2
|
|
North Carolina
|
—
|
|
|
3.1
|
|
|
5.2
|
|
New York
|
—
|
|
|
1.7
|
|
|
1.9
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||
California (1)
|
70.6
|
%
|
|
66.4
|
%
|
Washington, D.C.
|
27.2
|
|
|
31.2
|
|
Texas
|
2.2
|
|
|
2.4
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(1)
|
Includes the assets of 260 Townsend Street, which is classified as held for sale on our consolidated balance sheet at
December 31, 2018
(Note 3).
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Income from continuing operations before income taxes for TRSs
|
$
|
4,962
|
|
|
$
|
4,878
|
|
|
$
|
5,684
|
|
|
|
|
|
|
|
||||||
Expected federal income tax provision
|
$
|
1,042
|
|
|
$
|
1,658
|
|
|
$
|
1,933
|
|
State income taxes
|
35
|
|
|
27
|
|
|
21
|
|
|||
Change in valuation allowance
|
—
|
|
|
(37
|
)
|
|
(1,443
|
)
|
|||
Other
|
(152
|
)
|
|
(272
|
)
|
|
1,135
|
|
|||
Income tax provision
|
$
|
925
|
|
|
$
|
1,376
|
|
|
$
|
1,646
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
37
|
|
|
$
|
39
|
|
Secured borrowings—government guaranteed loans
|
198
|
|
|
308
|
|
||
Other
|
185
|
|
|
111
|
|
||
Total gross deferred tax assets
|
420
|
|
|
458
|
|
||
Valuation allowance
|
(38
|
)
|
|
(26
|
)
|
||
|
382
|
|
|
432
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Loans receivable
|
(255
|
)
|
|
(333
|
)
|
||
|
(255
|
)
|
|
(333
|
)
|
||
Deferred tax asset, net
|
$
|
127
|
|
|
$
|
99
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Office:
|
|
|
|
|
|
||||||
Revenues
|
$
|
148,065
|
|
|
$
|
174,004
|
|
|
$
|
187,435
|
|
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
54,908
|
|
|
68,801
|
|
|
81,217
|
|
|||
General and administrative
|
2,350
|
|
|
981
|
|
|
1,234
|
|
|||
Total property expenses
|
57,258
|
|
|
69,782
|
|
|
82,451
|
|
|||
Segment net operating income—office
|
90,807
|
|
|
104,222
|
|
|
104,984
|
|
|||
Hotel:
|
|
|
|
|
|
||||||
Revenues
|
38,789
|
|
|
38,585
|
|
|
48,379
|
|
|||
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
25,263
|
|
|
25,059
|
|
|
32,177
|
|
|||
General and administrative
|
32
|
|
|
77
|
|
|
282
|
|
|||
Total property expenses
|
25,295
|
|
|
25,136
|
|
|
32,459
|
|
|||
Segment net operating income—hotel
|
13,494
|
|
|
13,449
|
|
|
15,920
|
|
|||
Multifamily:
|
|
|
|
|
|
||||||
Revenues
|
—
|
|
|
13,566
|
|
|
20,303
|
|
|||
Property expenses:
|
|
|
|
|
|
||||||
Operating
|
—
|
|
|
7,725
|
|
|
11,309
|
|
|||
General and administrative
|
—
|
|
|
393
|
|
|
1,048
|
|
|||
Total property expenses
|
—
|
|
|
8,118
|
|
|
12,357
|
|
|||
Segment net operating income—multifamily
|
—
|
|
|
5,448
|
|
|
7,946
|
|
|||
Lending:
|
|
|
|
|
|
||||||
Revenues
|
10,870
|
|
|
10,221
|
|
|
9,814
|
|
|||
Lending expenses:
|
|
|
|
|
|
||||||
Interest expense
|
1,412
|
|
|
414
|
|
|
537
|
|
|||
Fees to related party
|
2,445
|
|
|
3,464
|
|
|
3,555
|
|
|||
General and administrative
|
1,857
|
|
|
1,010
|
|
|
1,166
|
|
|||
Total lending expenses
|
5,714
|
|
|
4,888
|
|
|
5,258
|
|
|||
Segment net operating income—lending
|
5,156
|
|
|
5,333
|
|
|
4,556
|
|
|||
Total segment net operating income
|
$
|
109,457
|
|
|
$
|
128,452
|
|
|
$
|
133,406
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Total segment net operating income
|
$
|
109,457
|
|
|
$
|
128,452
|
|
|
$
|
133,406
|
|
Asset management and other fees to related parties
|
(22,006
|
)
|
|
(26,787
|
)
|
|
(30,327
|
)
|
|||
Interest expense
|
(26,290
|
)
|
|
(35,924
|
)
|
|
(33,848
|
)
|
|||
General and administrative
|
(4,928
|
)
|
|
(3,018
|
)
|
|
(4,231
|
)
|
|||
Transaction costs
|
(938
|
)
|
|
(11,862
|
)
|
|
(340
|
)
|
|||
Depreciation and amortization
|
(53,228
|
)
|
|
(58,364
|
)
|
|
(71,968
|
)
|
|||
Impairment of real estate
|
—
|
|
|
(13,100
|
)
|
|
—
|
|
|||
Gain on sale of real estate
|
—
|
|
|
401,737
|
|
|
39,666
|
|
|||
Income from continuing operations before provision for income taxes
|
2,067
|
|
|
381,134
|
|
|
32,358
|
|
|||
Provision for income taxes
|
(925
|
)
|
|
(1,376
|
)
|
|
(1,646
|
)
|
|||
Net income from continuing operations
|
1,142
|
|
|
379,758
|
|
|
30,712
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income from operations of assets held for sale
|
—
|
|
|
—
|
|
|
3,853
|
|
|||
Gain on disposition of assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income from discontinued operations
|
—
|
|
|
—
|
|
|
3,853
|
|
|||
Net income
|
1,142
|
|
|
379,758
|
|
|
34,565
|
|
|||
Net income attributable to noncontrolling interests
|
(21
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|||
Net income attributable to the Company
|
$
|
1,121
|
|
|
$
|
379,737
|
|
|
$
|
34,547
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Condensed assets:
|
|
|
|
||||
Office (1)
|
$
|
1,094,269
|
|
|
$
|
997,808
|
|
Hotel
|
105,845
|
|
|
107,790
|
|
||
Lending
|
97,465
|
|
|
92,919
|
|
||
Multifamily
|
—
|
|
|
815
|
|
||
Non-segment assets
|
44,822
|
|
|
137,056
|
|
||
Total assets
|
$
|
1,342,401
|
|
|
$
|
1,336,388
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Capital expenditures (2):
|
|
|
|
|
|
||||||
Office
|
$
|
12,669
|
|
|
$
|
24,907
|
|
|
$
|
30,563
|
|
Hotel
|
2,237
|
|
|
478
|
|
|
733
|
|
|||
Multifamily
|
—
|
|
|
693
|
|
|
548
|
|
|||
Total capital expenditures
|
14,906
|
|
|
26,078
|
|
|
31,844
|
|
|||
Loan originations (3)
|
74,234
|
|
|
76,316
|
|
|
105,201
|
|
|||
Total capital expenditures and loan originations
|
$
|
89,140
|
|
|
$
|
102,394
|
|
|
$
|
137,045
|
|
|
(1)
|
Includes the assets of 260 Townsend Street, which is classified as held for sale on our consolidated balance sheet at
December 31, 2018
(Note 3).
|
(2)
|
Represents additions and improvements to real estate investments, excluding acquisitions. Includes the activity for dispositions through their respective disposition dates.
|
(3)
|
For the year ended December 31, 2016, loan originations includes
$966,000
of non-cash additions to commercial real estate loans for capitalized interest.
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
$
|
48,398
|
|
|
$
|
51,559
|
|
|
$
|
47,640
|
|
|
$
|
50,127
|
|
Net income (loss) from continuing operations
|
622
|
|
|
1,949
|
|
|
(529
|
)
|
|
(900
|
)
|
||||
Net income (loss)
|
622
|
|
|
1,949
|
|
|
(529
|
)
|
|
(900
|
)
|
||||
Net income (loss) attributable to the Company
|
618
|
|
|
1,937
|
|
|
(528
|
)
|
|
(906
|
)
|
||||
Redeemable preferred stock dividends declared and accumulated
|
(3,645
|
)
|
|
(3,814
|
)
|
|
(3,921
|
)
|
|
(4,043
|
)
|
||||
Redeemable preferred stock redemptions
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Net loss attributable to common stockholders
|
(3,026
|
)
|
|
(1,876
|
)
|
|
(4,448
|
)
|
|
(4,948
|
)
|
||||
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE (1):
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.11
|
)
|
Net loss
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.11
|
)
|
Weighted average shares of common stock outstanding - basic
|
43,785
|
|
|
43,791
|
|
|
43,795
|
|
|
43,795
|
|
||||
Weighted average shares of common stock outstanding - diluted
|
43,785
|
|
|
43,791
|
|
|
43,795
|
|
|
43,795
|
|
|
(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.
|
|
Three Months Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands except per share amounts)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
$
|
66,949
|
|
|
$
|
61,299
|
|
|
$
|
55,384
|
|
|
$
|
52,744
|
|
Gain on sale of real estate
|
187,734
|
|
|
116,283
|
|
|
74,715
|
|
|
23,005
|
|
||||
Net income from continuing operations
|
193,935
|
|
|
91,372
|
|
|
72,391
|
|
|
22,060
|
|
||||
Net income
|
193,935
|
|
|
91,372
|
|
|
72,391
|
|
|
22,060
|
|
||||
Net income attributable to the Company
|
193,930
|
|
|
91,363
|
|
|
72,395
|
|
|
22,049
|
|
||||
Redeemable preferred stock dividends declared and accumulated
|
(31
|
)
|
|
(72
|
)
|
|
(138
|
)
|
|
(1,685
|
)
|
||||
Redeemable preferred stock redemptions
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Net income attributable to common stockholders
|
193,899
|
|
|
91,291
|
|
|
72,257
|
|
|
20,366
|
|
||||
BASIC AND DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
2.31
|
|
|
$
|
1.16
|
|
|
$
|
1.25
|
|
|
$
|
0.36
|
|
Net income
|
$
|
2.31
|
|
|
$
|
1.16
|
|
|
$
|
1.25
|
|
|
$
|
0.36
|
|
Weighted average shares of common stock outstanding - basic
|
84,048
|
|
|
78,871
|
|
|
57,876
|
|
|
55,885
|
|
||||
Weighted average shares of common stock outstanding - diluted
|
84,048
|
|
|
78,871
|
|
|
57,876
|
|
|
55,917
|
|
|
(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.
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
830 1st Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, D.C.
|
|
$
|
46,000
|
(1)
|
|
$
|
18,095
|
|
|
$
|
62,017
|
|
|
$
|
(1,106
|
)
|
|
$
|
18,095
|
|
|
$
|
60,911
|
|
|
$
|
79,006
|
|
|
$
|
19,467
|
|
|
2002
|
|
2006
|
3601 S Congress Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Austin, TX
|
|
—
|
|
|
9,569
|
|
|
18,593
|
|
|
3,257
|
|
|
9,569
|
|
|
21,850
|
|
|
31,419
|
|
|
7,834
|
|
|
1918/2001
|
|
2007
|
||||||||
899 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, D.C.
|
|
—
|
|
|
34,641
|
|
|
84,466
|
|
|
15,492
|
|
|
34,641
|
|
|
99,958
|
|
|
134,599
|
|
|
33,368
|
|
|
1969-1973/1999 & 2011
|
|
2007
|
||||||||
999 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, D.C.
|
|
—
|
|
|
32,221
|
|
|
86,526
|
|
|
14,654
|
|
|
32,221
|
|
|
101,180
|
|
|
133,401
|
|
|
34,159
|
|
|
1969-1973/1999 & 2011
|
|
2007
|
||||||||
901 N Capitol Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Washington, D.C.
|
|
—
|
|
|
27,117
|
|
|
—
|
|
|
4,333
|
|
|
27,117
|
|
|
4,333
|
|
|
31,450
|
|
|
1,483
|
|
|
N/A
|
|
2007
|
||||||||
1333 Broadway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
39,500
|
|
|
7,048
|
|
|
41,578
|
|
|
15,120
|
|
|
7,048
|
|
|
56,698
|
|
|
63,746
|
|
|
15,946
|
|
|
1972/1995
|
|
2008
|
||||||||
1901 Harrison Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
42,500
|
(3)
|
|
3,838
|
|
|
68,106
|
|
|
10,308
|
|
|
3,838
|
|
|
78,414
|
|
|
82,252
|
|
|
25,646
|
|
|
1985
|
|
2008
|
||||||||
2100 Franklin Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
80,000
|
(3)
|
|
4,277
|
|
|
34,033
|
|
|
10,200
|
|
|
4,277
|
|
|
44,233
|
|
|
48,510
|
|
|
16,374
|
|
|
2008
|
|
2008
|
||||||||
2101 Webster Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
83,000
|
(3)
|
|
4,752
|
|
|
109,812
|
|
|
32,006
|
|
|
4,752
|
|
|
141,818
|
|
|
146,570
|
|
|
46,872
|
|
|
1984
|
|
2008
|
||||||||
2353 Webster Street Parking Garage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
—
|
|
|
—
|
|
|
9,138
|
|
|
27
|
|
|
—
|
|
|
9,165
|
|
|
9,165
|
|
|
2,353
|
|
|
1986
|
|
2008
|
||||||||
1 Kaiser Plaza
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
97,100
|
|
|
9,261
|
|
|
113,619
|
|
|
18,224
|
|
|
9,261
|
|
|
131,843
|
|
|
141,104
|
|
|
39,832
|
|
|
1970/2008
|
|
2008
|
||||||||
2 Kaiser Plaza Parking Lot
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Oakland, CA
|
|
—
|
|
|
10,931
|
|
|
110
|
|
|
1,714
|
|
|
10,931
|
|
|
1,824
|
|
|
12,755
|
|
|
86
|
|
|
N/A
|
|
2015
|
||||||||
11600 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
3,477
|
|
|
18,522
|
|
|
2,266
|
|
|
3,477
|
|
|
20,788
|
|
|
24,265
|
|
|
5,133
|
|
|
1955
|
|
2010
|
||||||||
11620 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
7,672
|
|
|
51,999
|
|
|
8,690
|
|
|
7,672
|
|
|
60,689
|
|
|
68,361
|
|
|
15,583
|
|
|
1976
|
|
2010
|
||||||||
4750 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
16,633
|
|
|
28,985
|
|
|
105
|
|
|
16,633
|
|
|
29,090
|
|
|
45,723
|
|
|
4,073
|
|
|
1984/2014
|
|
2014
|
||||||||
Lindblade Media Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
6,342
|
|
|
11,568
|
|
|
(2
|
)
|
|
6,342
|
|
|
11,566
|
|
|
17,908
|
|
|
1,623
|
|
|
1930 & 1957 / 2010
|
|
2014
|
||||||||
1130 Howard Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
San Francisco, CA
|
|
—
|
|
|
8,290
|
|
|
10,480
|
|
|
5
|
|
|
8,290
|
|
|
10,485
|
|
|
18,775
|
|
|
315
|
|
|
1930 / 2016 & 2017
|
|
2017
|
||||||||
9460 Wilshire Boulevard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Los Angeles, CA
|
|
—
|
|
|
52,199
|
|
|
76,730
|
|
|
65
|
|
|
52,199
|
|
|
76,795
|
|
|
128,994
|
|
|
2,440
|
|
|
1959 / 2008
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Hotel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sheraton Grand Hotel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
3,497
|
|
|
107,447
|
|
|
(1,934
|
)
|
|
3,497
|
|
|
105,513
|
|
|
109,010
|
|
|
28,158
|
|
|
2001
|
|
2008
|
||||||||
Sheraton Grand Hotel Parking & Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sacramento, CA
|
|
—
|
|
|
6,550
|
|
|
10,996
|
|
|
77
|
|
|
6,550
|
|
|
11,073
|
|
|
17,623
|
|
|
2,954
|
|
|
2001
|
|
2008
|
||||||||
|
|
$
|
388,100
|
|
|
$
|
266,410
|
|
|
$
|
944,725
|
|
|
$
|
133,501
|
|
|
$
|
266,410
|
|
|
$
|
1,078,226
|
|
|
$
|
1,344,636
|
|
|
$
|
303,699
|
|
|
|
|
|
|
(1)
|
On
March 1, 2019
, in connection with the sale of this property, we paid off the related mortgage, which had an outstanding principal balance of
$46,000,000
at such time, using proceeds from the sale.
|
(2)
|
These properties collateralize the revolving credit facility, which had a
$130,000,000
outstanding balance as of
December 31, 2018
.
|
(3)
|
On
March 1, 2019
, these mortgage loans, which had an aggregate outstanding principal balance of
$205,500,000
at such time, were defeased in connection with the sale of the related properties.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Investments in Real Estate
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
1,228,780
|
|
|
$
|
2,021,494
|
|
|
$
|
2,061,372
|
|
|
|
|
|
|
|
||||||
Additions:
|
|
|
|
|
|
||||||
Improvements
|
14,906
|
|
|
26,078
|
|
|
31,844
|
|
|||
Property acquisitions
|
128,928
|
|
|
18,770
|
|
|
—
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Assets held for sale
|
(24,832
|
)
|
|
—
|
|
|
—
|
|
|||
Asset sales
|
—
|
|
|
(815,357
|
)
|
|
(61,801
|
)
|
|||
Impairment
|
—
|
|
|
(13,100
|
)
|
|
—
|
|
|||
Retirements
|
(3,146
|
)
|
|
(9,105
|
)
|
|
(9,921
|
)
|
|||
Balance, end of period
|
$
|
1,344,636
|
|
|
$
|
1,228,780
|
|
|
$
|
2,021,494
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Accumulated Depreciation
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
(271,055
|
)
|
|
$
|
(414,552
|
)
|
|
$
|
(369,661
|
)
|
|
|
|
|
|
|
||||||
Additions: depreciation
|
(43,499
|
)
|
|
(49,427
|
)
|
|
(62,239
|
)
|
|||
Deductions:
|
|
|
|
|
|
||||||
Assets held for sale
|
7,709
|
|
|
—
|
|
|
—
|
|
|||
Asset sales
|
—
|
|
|
183,819
|
|
|
7,427
|
|
|||
Retirements
|
3,146
|
|
|
9,105
|
|
|
9,921
|
|
|||
Balance, end of period
|
$
|
(303,699
|
)
|
|
$
|
(271,055
|
)
|
|
$
|
(414,552
|
)
|
|
(1)
|
Excludes general reserves of
$426,000
.
|
(2)
|
Includes
$84,000
of loans not secured by real estate. Also includes
$373,000
of loans with subordinate lien positions.
|
(3)
|
Interest rates are variable at spreads over the prime rate unless otherwise noted.
|
(4)
|
Includes a loan with a retained face value of
$129,000
, a valuation reserve of
$129,000
and a fixed interest rate of
6.25%
.
|
(5)
|
Includes a loan with a retained face value of
$460,000
, a valuation reserve of
$147,000
and a fixed interest rate of
6.50%
.
|
(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)
|
For Federal income tax purposes, the aggregate cost basis of our loans was approximately
$66,269,000
(unaudited).
|
Balance at December 31, 2015
|
|
$
|
103,440
|
|
Additions during period:
|
|
|
||
New mortgage loans (1)
|
|
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 7)
|
|
(52,822
|
)
|
|
Balance at December 31, 2016
|
|
75,740
|
|
|
|
|
|
||
Additions during period:
|
|
|
||
New loans
|
|
76,316
|
|
|
Other - deferral for collection of commitment fees, net of costs
|
|
1,706
|
|
|
Other - accretion of loan fees and discounts
|
|
676
|
|
|
|
|
|
||
Deductions during period:
|
|
|
||
Collections of principal
|
|
(17,557
|
)
|
|
Foreclosures
|
|
(127
|
)
|
|
Cost of mortgages sold, net
|
|
(54,973
|
)
|
|
Other - reclassification from secured borrowings
|
|
(534
|
)
|
|
Other - bad debt expense
|
|
(191
|
)
|
|
Balance at December 31, 2017
|
|
81,056
|
|
|
|
|
|
||
Additions during period:
|
|
|
||
New loans
|
|
74,234
|
|
|
Other - deferral for collection of commitment fees, net of costs
|
|
1,587
|
|
|
Other - accretion of loan fees and discounts
|
|
1,026
|
|
|
|
|
|
||
Deductions during period:
|
|
|
||
Collections of principal
|
|
(16,468
|
)
|
|
Cost of mortgages sold, net
|
|
(57,947
|
)
|
|
Other - bad debt expense
|
|
(240
|
)
|
|
Balance at December 31, 2018
|
|
$
|
83,248
|
|
|
(1)
|
Includes
$966,000
of non-cash additions to commercial real estate loans for interest.
|
|
MANAGER
CIM CAPITAL, LLC
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President
|
|
R-CCM
CIM CAPITAL CONTROLLED COMPANY MANAGEMENT, LLC
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President
|
|
R-DM
CIM CAPITAL RE DEBT MANAGEMENT, LLC
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President
|
|
R-RPM
CIM CAPITAL REAL PROPERTY MANAGEMENT, LLC
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President
|
|
R-SM
CIM CAPITAL SECURITIES
MANAGEMENT, LLC
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President
|
|
PARTNERSHIP
CIM Urban Partners, L.P.
By: Urban Partners GP, LLC, its general partner
By:
/s/ Jordan Dembo
Name: Jordan Dembo
Title: Vice President and Secretary
GENERAL PARTNER
Urban Partners GP, , LLC
By:
/s/ Nicholas V. Morosoff
Name: Nicholas V. Morosoff
Title: Vice President
|
|
|
Entity
|
|
State of Formation
|
|
Type of Organization
|
1130 Howard (SF) GP, LLC
|
|
Delaware
|
|
LLC
|
1130 Howard (SF) Owner, L.P.
|
|
Delaware
|
|
LP
|
9460 Wilshire Blvd GP, LLC
|
|
Delaware
|
|
LLC
|
9460 Wilshire Blvd (BH) Owner, L.P.
|
|
Delaware
|
|
LP
|
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 Small Business Loan Trust 2018-1
|
|
Delaware
|
|
Trust
|
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.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties VI, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties VIII GP, LLC
|
|
Delaware
|
|
LLC
|
CIM Urban REIT Properties VIII Holdings, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties VIII, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties IX, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties X, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties XI, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties XII, L.P.
|
|
Delaware
|
|
LP
|
CIM Urban REIT Properties XIII, L.P.
|
|
Delaware
|
|
LP
|
CIM Wilshire (Los Angeles) Investor, LLC
|
|
Delaware
|
|
LLC
|
CIM Wilshire (Los Angeles) Manager, LLC
|
|
Delaware
|
|
LLC
|
CIM/11600 Wilshire (Los Angeles) GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/11600 Wilshire (Los Angeles), LP
|
|
Delaware
|
|
LP
|
CIM 11620 Wilshire (Los Angeles) GP, LLC
|
|
Delaware
|
|
LLC
|
CIM 11620 Wilshire (Los Angeles), LP
|
|
Delaware
|
|
LP
|
CIM/3636 McKinney Avenue (Dallas), LP
|
|
Delaware
|
|
LP
|
CIM/3839 McKinney Avenue (Dallas), LP
|
|
Delaware
|
|
LP
|
CIM/4200 Scotland Street (Houston), LP
|
|
Delaware
|
|
LP
|
CIM/4649 Cole Avenue (Dallas), LP
|
|
Delaware
|
|
LP
|
CIM/980 9th Street (Sacramento), LP
|
|
Delaware
|
|
LP
|
CIM/980 9th Street (Sacramento) TRS, LLC
|
|
Delaware
|
|
LLC
|
CIM/9901 La Cienega (Los Angeles) Owner, LLC
|
|
Delaware
|
|
LLC
|
CIM/9901 La Cienega (LA), L.P.
|
|
Delaware
|
|
LP
|
CIM/J Street Hotel Sacramento GP, LLC
|
|
California
|
|
LLC
|
CIM/J Street Hotel Sacramento, Inc.
|
|
California
|
|
Corporation
|
CIM/J Street Hotel Sacramento, L.P.
|
|
California
|
|
LP
|
CIM/Oakland 1 Kaiser Plaza GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Oakland 1 Kaiser Plaza, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland 1333 Broadway GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Oakland 1333 Broadway, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland 1901 Harrison GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Oakland 1901 Harrison, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland 2353 Webster, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland Center 21 GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Oakland Center 21, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland Downtown, Inc.
|
|
California
|
|
Corporation
|
CIM/Oakland Downtown, L.P.
|
|
Delaware
|
|
LP
|
CIM/Oakland Office Portfolio GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Oakland Office Portfolio, LP
|
|
Delaware
|
|
LP
|
CIM/Oakland Office Properties GP, LLC
|
|
Delaware
|
|
LLC
|
CIM/Texas Apartments GP 1, LLC
|
|
Delaware
|
|
LLC
|
CIM/Union Square 825 GP LLC
|
|
Delaware
|
|
LLC
|
CIM/Union Square 941 GP LLC
|
|
Delaware
|
|
LLC
|
CIM/Union Square 825 Holdings GP LLC
|
|
Delaware
|
|
LLC
|
CIM/Union Square 941 Holdings GP LLC
|
|
Delaware
|
|
LLC
|
CIM/Union Square Plaza GP LLC
|
|
Delaware
|
|
LLC
|
First Western SBLC, Inc.
|
|
Florida
|
|
Corporation
|
FW Asset Holding, LLC
|
|
Delaware
|
|
LLC
|
Lindblade Media Center (LA) Owner, LLC
|
|
Delaware
|
|
LLC
|
PMC Asset Holding, LLC
|
|
Delaware
|
|
LLC
|
PMC Commercial Lending, LLC
|
|
Delaware
|
|
LLC
|
PMC Funding Corp.
|
|
Florida
|
|
Corporation
|
PMC Mortgage Corp., LLC
|
|
Delaware
|
|
LLC
|
PMC Preferred Capital Trust-A
|
|
Delaware
|
|
Trust
|
PMC Properties, Inc.
|
|
Delaware
|
|
Corporation
|
Two Kaiser Plaza (Oakland) Owner, LLC
|
|
Delaware
|
|
LLC
|
Union Square 825 Property, LP
|
|
Delaware
|
|
LP
|
Union Square 941 Property, LP
|
|
Delaware
|
|
LP
|
Union Square 825 Holdings, LP
|
|
Delaware
|
|
LP
|
Union Square 941 Holdings, LP
|
|
Delaware
|
|
LP
|
Union Square Plaza Owner LP
|
|
Delaware
|
|
LP
|
Urban Partners GP, LLC
|
|
Delaware
|
|
LLC
|
WEH Capitol, LLC (800 N. Capitol)
|
|
Delaware
|
|
LLC
|
Urban Partners GP Manager, LLC
|
|
Delaware
|
|
LLC
|
Galaxy 800 N. Capitol Owners, LLC (800)
|
|
District of Columbia
|
|
LLC
|
1.
|
I have reviewed this report on Form 10-K for the year ended December 31, 2018 of CIM Commercial Trust Corporation;
|
2.
|
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;
|
3.
|
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;
|
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
|
(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
|
5.
|
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.
|
|
|
Date: March 18, 2019
|
/s/ Charles E. Garner II
|
|
Charles E. Garner II
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the year ended December 31, 2018 of CIM Commercial Trust Corporation;
|
2.
|
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;
|
3.
|
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;
|
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
|
(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
|
5.
|
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.
|
|
|
Date: March 18, 2019
|
/s/ David Thompson
|
|
David Thompson
|
|
Chief Financial Officer
|
|
|
|
Dated: March 18, 2019
|
/s/ Charles E. Garner II
|
|
|
Name:
|
Charles E. Garner II
|
|
Title:
|
Chief Executive Officer
|
|
|
|
Dated: March 18, 2019
|
/s/ David Thompson
|
|
|
Name:
|
David Thompson
|
|
Title:
|
Chief Financial Officer
|