FORM 10-Q
|
(Mark One):
|
|
|
ý
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2019
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
|
75-6446078
(I.R.S. Employer
Identification No.)
|
17950 Preston Road, Suite 600, Dallas, Texas
(Address of Principal Executive Offices)
|
75252
(Zip Code)
|
(972) 349-3200
(Registrant's telephone number, including area code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
ý
|
Smaller reporting company
ý
|
Emerging growth company
o
|
|
|
|
|
PAGE NO.
|
PART I.
|
Financial Information
|
||
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PART II.
|
Other Information
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(Unaudited)
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property income
|
|
$
|
22,419
|
|
|
$
|
37,825
|
|
|
$
|
56,000
|
|
|
$
|
72,969
|
|
Hotel income
|
|
9,549
|
|
|
10,160
|
|
|
19,353
|
|
|
19,849
|
|
||||
Interest and other income
|
|
4,888
|
|
|
3,559
|
|
|
8,780
|
|
|
7,020
|
|
||||
|
|
36,856
|
|
|
51,544
|
|
|
84,133
|
|
|
99,838
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property operating
|
|
15,658
|
|
|
20,765
|
|
|
35,911
|
|
|
38,681
|
|
||||
Asset management and other fees to related parties
|
|
4,288
|
|
|
6,143
|
|
|
10,174
|
|
|
12,354
|
|
||||
Interest
|
|
2,550
|
|
|
6,811
|
|
|
6,595
|
|
|
13,444
|
|
||||
General and administrative
|
|
1,621
|
|
|
1,915
|
|
|
3,409
|
|
|
5,291
|
|
||||
Transaction costs
|
|
216
|
|
|
344
|
|
|
260
|
|
|
344
|
|
||||
Depreciation and amortization
|
|
7,185
|
|
|
13,325
|
|
|
16,815
|
|
|
26,473
|
|
||||
Loss on early extinguishment of debt (Note 7)
|
|
4,911
|
|
|
—
|
|
|
29,982
|
|
|
—
|
|
||||
Impairment of real estate (Note 3)
|
|
2,800
|
|
|
—
|
|
|
69,000
|
|
|
—
|
|
||||
|
|
39,229
|
|
|
49,303
|
|
|
172,146
|
|
|
96,587
|
|
||||
Gain on sale of real estate (Note 3)
|
|
55,221
|
|
|
—
|
|
|
432,802
|
|
|
—
|
|
||||
INCOME BEFORE PROVISION FOR INCOME TAXES
|
|
52,848
|
|
|
2,241
|
|
|
344,789
|
|
|
3,251
|
|
||||
Provision for income taxes
|
|
281
|
|
|
292
|
|
|
599
|
|
|
680
|
|
||||
NET INCOME
|
|
52,567
|
|
|
1,949
|
|
|
344,190
|
|
|
2,571
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(12
|
)
|
|
173
|
|
|
(16
|
)
|
||||
NET INCOME ATTRIBUTABLE TO THE COMPANY
|
|
52,566
|
|
|
1,937
|
|
|
344,363
|
|
|
2,555
|
|
||||
Redeemable preferred stock dividends declared or accumulated (Note 10)
|
|
(4,302
|
)
|
|
(3,814
|
)
|
|
(8,464
|
)
|
|
(7,459
|
)
|
||||
Redeemable preferred stock redemptions (Note 10)
|
|
(4
|
)
|
|
1
|
|
|
(8
|
)
|
|
2
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
48,260
|
|
|
$
|
(1,876
|
)
|
|
$
|
335,891
|
|
|
$
|
(4,902
|
)
|
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.10
|
|
|
$
|
(0.04
|
)
|
|
$
|
7.67
|
|
|
$
|
(0.11
|
)
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
(0.04
|
)
|
|
$
|
7.36
|
|
|
$
|
(0.11
|
)
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
43,791
|
|
|
43,791
|
|
|
43,793
|
|
|
43,788
|
|
||||
Diluted
|
|
45,853
|
|
|
43,791
|
|
|
45,804
|
|
|
43,788
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(Unaudited)
|
||||||||||||||
NET INCOME
|
|
$
|
52,567
|
|
|
$
|
1,949
|
|
|
$
|
344,190
|
|
|
$
|
2,571
|
|
Other comprehensive income (loss): cash flow hedges
|
|
—
|
|
|
407
|
|
|
(1,806
|
)
|
|
1,590
|
|
||||
COMPREHENSIVE INCOME
|
|
52,567
|
|
|
2,356
|
|
|
342,384
|
|
|
4,161
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(12
|
)
|
|
173
|
|
|
(16
|
)
|
||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY
|
|
$
|
52,566
|
|
|
$
|
2,344
|
|
|
$
|
342,557
|
|
|
$
|
4,145
|
|
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
Series A
|
|
Series L
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Par
Value |
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income |
|
Distributions
in Excess of Earnings |
|
Non-controlling
Interests |
|
Total
Equity |
|||||||||||||||||||
|
|
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||
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
|
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||||
Common dividends ($0.125 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474
|
)
|
|
—
|
|
|
(5,474
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($0.34375 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
|
(1,010
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
|
—
|
|
|
—
|
|
|
389,577
|
|
|
9,712
|
|
|
—
|
|
|
—
|
|
|
(822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,890
|
|
||||||||
Redemption of Series A Preferred Stock
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
|
—
|
|
|
—
|
|
|
(1,806
|
)
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291,797
|
|
|
(174
|
)
|
|
291,623
|
|
||||||||
Balances, March 31, 2019
|
|
43,795,073
|
|
|
$
|
44
|
|
|
1,669,881
|
|
|
$
|
41,541
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
789,578
|
|
|
$
|
—
|
|
|
$
|
(151,570
|
)
|
|
$
|
663
|
|
|
$
|
909,507
|
|
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
||||||||
Stock-based compensation expense
|
|
10,668
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||||
Common dividends ($0.125 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,476
|
)
|
|
—
|
|
|
(5,476
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($0.34375 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
(1,150
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
|
—
|
|
|
—
|
|
|
474,462
|
|
|
11,827
|
|
|
—
|
|
|
—
|
|
|
(1,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,825
|
|
||||||||
Redemption of Series A Preferred Stock
|
|
—
|
|
|
—
|
|
|
(1,667
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(41
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,566
|
|
|
1
|
|
|
52,567
|
|
||||||||
Balances, June 30, 2019
|
|
43,805,741
|
|
|
$
|
44
|
|
|
2,142,676
|
|
|
$
|
53,327
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
788,655
|
|
|
$
|
—
|
|
|
$
|
(105,634
|
)
|
|
$
|
617
|
|
|
$
|
966,260
|
|
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||||||||||||||||||
|
|
Common Stock
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
Series A
|
|
Series L
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Shares
|
|
Par
Value |
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income |
|
Distributions
in Excess of Earnings |
|
Non-controlling
Interests |
|
Total
Equity |
|||||||||||||||||||
|
|
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||||
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
|
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||||
Common dividends ($0.125 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,473
|
)
|
|
—
|
|
|
(5,473
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($0.34375 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
—
|
|
|
(493
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
|
—
|
|
|
—
|
|
|
82,841
|
|
|
2,060
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,885
|
|
||||||||
Redemption of Series A Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
|
—
|
|
|
—
|
|
|
1,183
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
618
|
|
|
4
|
|
|
622
|
|
||||||||
Balances, March 31, 2018
|
|
43,784,939
|
|
|
$
|
44
|
|
|
143,433
|
|
|
$
|
3,568
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
792,512
|
|
|
$
|
2,814
|
|
|
$
|
(404,598
|
)
|
|
$
|
894
|
|
|
$
|
624,485
|
|
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
(67
|
)
|
||||||||
Stock-based compensation expense
|
|
10,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||||
Common dividends ($0.125 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474
|
)
|
|
—
|
|
|
(5,474
|
)
|
||||||||
Issuance of Series A Preferred Warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||||
Dividends to holders of Series A Preferred Stock ($0.34375 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(662
|
)
|
|
—
|
|
|
(662
|
)
|
||||||||
Reclassification of Series A Preferred Stock to permanent equity
|
|
—
|
|
|
—
|
|
|
164,077
|
|
|
4,069
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,730
|
|
||||||||
Redemption of Series A Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
407
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,937
|
|
|
12
|
|
|
1,949
|
|
||||||||
Balances, June 30, 2018
|
|
43,795,073
|
|
|
$
|
44
|
|
|
307,510
|
|
|
$
|
7,637
|
|
|
8,080,740
|
|
|
$
|
229,251
|
|
|
$
|
792,245
|
|
|
$
|
3,221
|
|
|
$
|
(408,797
|
)
|
|
$
|
839
|
|
|
$
|
624,440
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
344,190
|
|
|
$
|
2,571
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Deferred rent and amortization of intangible assets, liabilities and lease inducements
|
|
(999
|
)
|
|
(2,807
|
)
|
||
Depreciation and amortization
|
|
16,815
|
|
|
26,473
|
|
||
Reclassification from AOCI to interest expense
|
|
(1,806
|
)
|
|
—
|
|
||
Reclassification from other assets to interest expense for swap termination
|
|
1,421
|
|
|
—
|
|
||
Change in fair value of swaps
|
|
209
|
|
|
—
|
|
||
Gain on sale of real estate
|
|
(432,802
|
)
|
|
—
|
|
||
Impairment of real estate
|
|
69,000
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
|
29,982
|
|
|
—
|
|
||
Straight-line rent expense
|
|
—
|
|
|
(18
|
)
|
||
Amortization of deferred loan costs
|
|
590
|
|
|
386
|
|
||
Amortization of premiums and discounts on debt
|
|
(10
|
)
|
|
(109
|
)
|
||
Unrealized premium adjustment
|
|
1,007
|
|
|
1,436
|
|
||
Amortization and accretion on loans receivable, net
|
|
(247
|
)
|
|
(168
|
)
|
||
Bad debt (recovery) expense
|
|
(63
|
)
|
|
151
|
|
||
Deferred income taxes
|
|
(9
|
)
|
|
21
|
|
||
Stock-based compensation
|
|
82
|
|
|
86
|
|
||
Loans funded, held for sale to secondary market
|
|
(13,892
|
)
|
|
(21,345
|
)
|
||
Proceeds from sale of guaranteed loans
|
|
23,826
|
|
|
29,098
|
|
||
Principal collected on loans subject to secured borrowings
|
|
461
|
|
|
1,501
|
|
||
Other operating activity
|
|
(386
|
)
|
|
(525
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable and interest receivable
|
|
817
|
|
|
4,340
|
|
||
Other assets
|
|
2,074
|
|
|
(2,283
|
)
|
||
Accounts payable and accrued expenses
|
|
(2,208
|
)
|
|
(861
|
)
|
||
Deferred leasing costs
|
|
(934
|
)
|
|
(1,341
|
)
|
||
Other liabilities
|
|
(7,142
|
)
|
|
(82
|
)
|
||
Due to related parties
|
|
(3,739
|
)
|
|
389
|
|
||
Net cash provided by operating activities
|
|
26,237
|
|
|
36,913
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Additions to investments in real estate
|
|
(16,103
|
)
|
|
(8,053
|
)
|
||
Acquisition of real estate
|
|
—
|
|
|
(112,048
|
)
|
||
Proceeds from sale of real estate, net
|
|
765,116
|
|
|
—
|
|
||
Loans funded
|
|
(4,631
|
)
|
|
(7,115
|
)
|
||
Principal collected on loans
|
|
4,254
|
|
|
6,389
|
|
||
Other investing activity
|
|
319
|
|
|
76
|
|
||
Net cash provided by (used in) investing activities
|
|
748,955
|
|
|
(120,751
|
)
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Unaudited)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Payment of unsecured revolving lines of credit, revolving credit facility and term note
|
|
(130,000
|
)
|
|
—
|
|
||
Payment of mortgages payable
|
|
(46,000
|
)
|
|
—
|
|
||
Investments in marketable securities in connection with the legal defeasance of mortgages payable
|
|
(268,194
|
)
|
|
—
|
|
||
Payment of principal on SBA 7(a) loan-backed notes
|
|
(6,397
|
)
|
|
(597
|
)
|
||
Proceeds from SBA 7(a) loan-backed notes
|
|
—
|
|
|
38,200
|
|
||
Payment of principal on secured borrowings
|
|
(461
|
)
|
|
(1,501
|
)
|
||
Prepayment penalties and other payments for early extinguishment of debt
|
|
(5,660
|
)
|
|
—
|
|
||
Proceeds from secured borrowings
|
|
—
|
|
|
772
|
|
||
Payment of deferred preferred stock offering costs
|
|
(336
|
)
|
|
(857
|
)
|
||
Payment of deferred loan costs
|
|
(34
|
)
|
|
(1,071
|
)
|
||
Payment of other deferred costs
|
|
(195
|
)
|
|
—
|
|
||
Payment of common dividends
|
|
(10,950
|
)
|
|
(10,947
|
)
|
||
Payment of special cash dividends
|
|
—
|
|
|
(1,575
|
)
|
||
Net proceeds from issuance of Series A Preferred Warrants
|
|
40
|
|
|
40
|
|
||
Net proceeds from issuance of Series A Preferred Stock
|
|
17,481
|
|
|
19,923
|
|
||
Payment of preferred stock dividends
|
|
(15,945
|
)
|
|
(742
|
)
|
||
Redemption of Series A Preferred Stock
|
|
(153
|
)
|
|
(66
|
)
|
||
Noncontrolling interests' distributions
|
|
(47
|
)
|
|
(67
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(466,851
|
)
|
|
41,512
|
|
||
Change in cash balances included in assets held for sale
|
|
(1,295
|
)
|
|
—
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
|
307,046
|
|
|
(42,326
|
)
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
|
|
|
|
|
|
|
||
Beginning of period
|
|
77,443
|
|
|
156,318
|
|
||
End of period
|
|
$
|
384,489
|
|
|
$
|
113,992
|
|
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
373,665
|
|
|
$
|
91,192
|
|
Restricted cash
|
|
10,824
|
|
|
22,800
|
|
||
Total cash and cash equivalents and restricted cash
|
|
$
|
384,489
|
|
|
$
|
113,992
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||
Cash paid during the period for interest
|
|
$
|
8,499
|
|
|
$
|
13,124
|
|
Federal income taxes paid
|
|
$
|
700
|
|
|
$
|
247
|
|
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Additions to investments in real estate included in accounts payable and accrued expenses
|
|
$
|
1,292
|
|
|
$
|
11,835
|
|
Net increase in fair value of derivatives applied to other comprehensive income
|
|
$
|
—
|
|
|
$
|
1,590
|
|
Additions to deferred costs included in accounts payable and accrued expenses
|
|
$
|
79
|
|
|
$
|
276
|
|
Additions to preferred stock offering costs included in accounts payable and accrued expenses
|
|
$
|
355
|
|
|
$
|
334
|
|
Accrual of dividends payable to preferred stockholders
|
|
$
|
1,150
|
|
|
$
|
662
|
|
Preferred stock offering costs offset against redeemable preferred stock in temporary equity
|
|
$
|
122
|
|
|
$
|
140
|
|
Reclassification of Series A Preferred Stock from temporary equity to permanent equity
|
|
$
|
19,715
|
|
|
$
|
5,615
|
|
Reclassification of loans receivable, net to real estate owned
|
|
$
|
243
|
|
|
$
|
—
|
|
Establishment of right-of use asset and lease liability
|
|
$
|
362
|
|
|
$
|
—
|
|
Marketable securities transferred in connection with the legal defeasance of mortgages payable
|
|
$
|
268,194
|
|
|
$
|
—
|
|
Mortgage notes payable legally defeased
|
|
$
|
245,000
|
|
|
$
|
—
|
|
Mortgage note assumed in connection with our sale of real estate
|
|
$
|
28,200
|
|
|
$
|
—
|
|
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 |
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Rental and other property income
|
|
|
|
|
|
|
|
|
||||||||
Fixed lease payments (1)
|
|
$
|
20,640
|
|
|
$
|
34,114
|
|
|
$
|
51,536
|
|
|
$
|
67,315
|
|
Variable lease payments (2)
|
|
1,779
|
|
|
3,711
|
|
|
4,464
|
|
|
5,654
|
|
||||
Rental and other property income
|
|
$
|
22,419
|
|
|
$
|
37,825
|
|
|
$
|
56,000
|
|
|
$
|
72,969
|
|
|
(1)
|
Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above-market leases, below-market leases and lease incentives.
|
(2)
|
Variable lease payments include expense reimbursements billed to tenants and percentage rent, net of bad debt expense from our operating leases.
|
•
|
cancellable and noncancelable room revenues from reservations and
|
•
|
ancillary services including facility usage and food or beverage.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Hotel properties
|
|
|
|
|
|
|
|
|
||||||||
Hotel income
|
|
$
|
9,549
|
|
|
$
|
10,160
|
|
|
$
|
19,353
|
|
|
$
|
19,849
|
|
Rental and other property income
|
|
736
|
|
|
733
|
|
|
1,472
|
|
|
1,496
|
|
||||
Interest and other income
|
|
45
|
|
|
54
|
|
|
94
|
|
|
93
|
|
||||
Hotel revenues
|
|
$
|
10,330
|
|
|
$
|
10,947
|
|
|
$
|
20,919
|
|
|
$
|
21,438
|
|
Property
|
|
Asset Type
|
|
Date of Sale
|
|
Square Feet
|
|
Sales Price
|
|
Transaction Costs
|
|
Gain on Sale
|
|||||||
|
|
|
|
|
|
|
|
(in thousands)
|
|||||||||||
March Oakland Properties,
Oakland, CA (1) |
|
Office / Parking Garage
|
|
March 1, 2019
|
|
975,596
|
|
|
$
|
512,016
|
|
|
$
|
8,971
|
|
|
$
|
289,779
|
|
830 1st Street,
Washington, D.C. |
|
Office
|
|
March 1, 2019
|
|
247,337
|
|
|
116,550
|
|
|
2,438
|
|
|
45,710
|
|
|||
260 Townsend Street,
San Francisco, CA |
|
Office
|
|
March 14, 2019
|
|
66,682
|
|
|
66,000
|
|
|
2,539
|
|
|
42,092
|
|
|||
1333 Broadway,
Oakland, CA |
|
Office
|
|
May 16, 2019
|
|
254,523
|
|
|
115,430
|
|
|
658
|
|
|
55,221
|
|
|||
|
|
|
|
|
|
|
|
$
|
809,996
|
|
|
$
|
14,606
|
|
|
$
|
432,802
|
|
|
(1)
|
The "March Oakland Properties" consist of 1901 Harrison Street, 2100 Franklin Street, 2101 Webster Street, and 2353 Webster Street Parking Garage.
|
|
(1)
|
Debt is presented net of deferred loan costs of
$1,704,000
and accumulated amortization of
$576,000
.
|
(2)
|
A mortgage loan with an outstanding principal balance of
$28,200,000
was assumed by the buyer in connection with the sale of our property in San Francisco, California. A mortgage loan with an outstanding principal balance of
$46,000,000
was prepaid in connection with the sale of our property in Washington, D.C. that was collateral for the loan. Mortgage loans with an aggregate outstanding principal balance of
$205,500,000
were legally defeased in connection with the sale of the March Oakland Properties that were collateral for the loans. A mortgage loan with an outstanding principal balance of
$39,500,000
was legally defeased in connection with the sale in May 2019 of our property in Oakland, California that was collateral for the loan.
|
Property
|
|
Asset
Type
|
|
Date of
Acquisition
|
|
Square
Feet
|
|
Purchase
Price (1)
|
||
|
|
|
|
|
|
|
|
(in thousands)
|
||
9460 Wilshire Boulevard, Beverly Hills, CA
|
|
Office
|
|
January 18, 2018
|
|
91,750
|
|
$
|
132,000
|
|
|
(1)
|
In December 2017, at the time we entered into the purchase and sale agreement, we made a
$20,000,000
non-refundable deposit to an escrow account that was 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.
|
|
(1)
|
Acquired in-place leases, above-market leases, and below-market leases have weighted average amortization periods of
3
years,
2
years, and
3
years, respectively.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Assets
|
|
|
|
|
||||
Investments in real estate, net (1)
|
|
$
|
157,608
|
|
|
$
|
17,123
|
|
Cash and cash equivalents
|
|
2,050
|
|
|
755
|
|
||
Accounts receivable, net
|
|
1,075
|
|
|
41
|
|
||
Deferred rent receivable and charges, net (2)
|
|
13,992
|
|
|
4,009
|
|
||
Other intangible assets, net (3)
|
|
—
|
|
|
220
|
|
||
Other assets (4)
|
|
4,202
|
|
|
27
|
|
||
Total assets held for sale, net
|
|
$
|
178,927
|
|
|
$
|
22,175
|
|
Liabilities
|
|
|
|
|
||||
Debt, net (5)
|
|
$
|
—
|
|
|
$
|
28,018
|
|
Accounts payable and accrued expenses
|
|
2,160
|
|
|
370
|
|
||
Due to related parties
|
|
518
|
|
|
81
|
|
||
Other liabilities
|
|
567
|
|
|
297
|
|
||
Total liabilities associated with assets held for sale, net
|
|
$
|
3,245
|
|
|
$
|
28,766
|
|
|
(1)
|
Investments in real estate of
$230,523,000
and
$24,832,000
at
June 30, 2019
and
December 31, 2018
, respectively, are presented net of accumulated depreciation of
$72,915,000
and
$7,709,000
, respectively.
|
(2)
|
Deferred rent receivable and charges consist of deferred rent receivable of
$9,640,000
and deferred leasing costs of
$11,165,000
net of accumulated amortization of
$6,813,000
at
June 30, 2019
. Deferred rent receivable and charges consist of deferred rent receivable of
$2,909,000
and deferred leasing costs of
$1,669,000
net of accumulated amortization of
$569,000
at
December 31, 2018
.
|
(3)
|
Other intangible assets, net, at
December 31, 2018
represent acquired in-place leases of
$1,778,000
, which are presented net of accumulated amortization of
$1,558,000
.
|
(4)
|
Other assets at
June 30, 2019
include lease inducements of
$8,966,000
, which are presented net of accumulated amortization of
$4,870,000
.
|
(5)
|
Debt, net, at
December 31, 2018
includes the outstanding principal balance of 260 Townsend Street of
$28,200,000
, net of deferred loan costs of
$243,000
and accumulated amortization of
$61,000
.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Land
|
|
$
|
134,422
|
|
|
$
|
266,410
|
|
Land improvements
|
|
2,713
|
|
|
18,368
|
|
||
Buildings and improvements
|
|
437,683
|
|
|
912,892
|
|
||
Furniture, fixtures, and equipment
|
|
3,683
|
|
|
4,245
|
|
||
Tenant improvements
|
|
34,038
|
|
|
133,487
|
|
||
Work in progress
|
|
7,152
|
|
|
9,234
|
|
||
Investments in real estate
|
|
619,691
|
|
|
1,344,636
|
|
||
Accumulated depreciation
|
|
(115,389
|
)
|
|
(303,699
|
)
|
||
Net investments in real estate
|
|
$
|
504,302
|
|
|
$
|
1,040,937
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
SBA 7(a) loans receivable, subject to loan-backed notes
|
|
$
|
32,966
|
|
|
$
|
36,847
|
|
SBA 7(a) loans receivable, subject to credit risk
|
|
23,004
|
|
|
29,385
|
|
||
SBA 7(a) loans receivable, subject to secured borrowings
|
|
15,905
|
|
|
16,409
|
|
||
Loans receivable
|
|
71,875
|
|
|
82,641
|
|
||
Deferred capitalized costs
|
|
1,143
|
|
|
1,309
|
|
||
Loan loss reserves
|
|
(533
|
)
|
|
(702
|
)
|
||
Loans receivable, net
|
|
$
|
72,485
|
|
|
$
|
83,248
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
June 30, 2019
|
|
Acquired Above-Market Leases
|
|
Acquired
In-Place Leases |
|
Trade Name and License
|
|
Acquired
Below-Market Leases |
||||||||
|
|
(in thousands)
|
||||||||||||||
Gross balance
|
|
$
|
146
|
|
|
$
|
14,054
|
|
|
$
|
2,957
|
|
|
$
|
(4,757
|
)
|
Accumulated amortization
|
|
(93
|
)
|
|
(8,812
|
)
|
|
—
|
|
|
2,819
|
|
||||
|
|
$
|
53
|
|
|
$
|
5,242
|
|
|
$
|
2,957
|
|
|
$
|
(1,938
|
)
|
Average useful life (in years)
|
|
3
|
|
|
8
|
|
|
Indefinite
|
|
|
3
|
|
|
|
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
|
||||||||
Years Ending December 31,
|
|
Acquired
Above-Market Leases |
|
Acquired
In-Place Leases |
|
Acquired
Below-Market Leases |
||||||
|
|
(in thousands)
|
||||||||||
2019 (Six months ending December 31, 2019)
|
|
$
|
21
|
|
|
$
|
971
|
|
|
$
|
(656
|
)
|
2020
|
|
9
|
|
|
1,349
|
|
|
(701
|
)
|
|||
2021
|
|
5
|
|
|
899
|
|
|
(347
|
)
|
|||
2022
|
|
5
|
|
|
663
|
|
|
(234
|
)
|
|||
2023
|
|
6
|
|
|
375
|
|
|
—
|
|
|||
Thereafter
|
|
7
|
|
|
985
|
|
|
—
|
|
|||
|
|
$
|
53
|
|
|
$
|
5,242
|
|
|
$
|
(1,938
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Mortgage loan with a fixed interest rate of 4.14% per annum, with monthly payments of interest only, and a balance of $97,100,000 due on July 1, 2026. The loan is nonrecourse. On March 1, 2019, mortgage loans with an aggregate outstanding principal balance of $205,500,000 were legally defeased in connection with the sale of the properties that were collateral for the loans. On May 16, 2019, one loan with an outstanding principal balance of $39,500,000 was legally defeased in connection with the sale of the property that was collateral for the loan.
|
|
$
|
97,100
|
|
|
$
|
342,100
|
|
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 prepaid in connection with the sale of the property that was collateral for the loan.
|
|
—
|
|
|
46,000
|
|
||
|
|
97,100
|
|
|
388,100
|
|
||
Deferred loan costs related to mortgage loans
|
|
(187
|
)
|
|
(1,177
|
)
|
||
Total Mortgages Payable
|
|
96,913
|
|
|
386,923
|
|
||
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 6.13% and 5.89% at June 30, 2019 and December 31, 2018, respectively.
|
|
10,906
|
|
|
11,283
|
|
||
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 3.82% and 3.57% at June 30, 2019 and December 31, 2018, respectively.
|
|
4,398
|
|
|
4,482
|
|
||
|
|
15,304
|
|
|
15,765
|
|
||
Unamortized premiums
|
|
888
|
|
|
940
|
|
||
Total Secured Borrowings—Government Guaranteed Loans
|
|
16,192
|
|
|
16,705
|
|
||
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.
|
|
27,372
|
|
|
33,769
|
|
||
Junior subordinated notes with a variable interest rate which resets quarterly based on the three-month LIBOR plus 3.25%, with quarterly interest only payments. Balance due at maturity on March 30, 2035.
|
|
27,070
|
|
|
27,070
|
|
||
|
|
54,442
|
|
|
190,839
|
|
||
Deferred loan costs related to other debt
|
|
(3,397
|
)
|
|
(3,941
|
)
|
||
Discount on junior subordinated notes
|
|
(1,813
|
)
|
|
(1,855
|
)
|
||
Total Other Debt
|
|
49,232
|
|
|
185,043
|
|
||
Total Debt
|
|
$
|
162,337
|
|
|
$
|
588,671
|
|
Years Ending December 31,
|
|
Mortgages Payable
|
|
Secured Borrowings Principal (1)
|
|
Other (1) (2)
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
2019 (Six months ending December 31, 2019)
|
|
$
|
—
|
|
|
$
|
281
|
|
|
$
|
943
|
|
|
$
|
1,224
|
|
2020
|
|
—
|
|
|
584
|
|
|
1,931
|
|
|
2,515
|
|
||||
2021
|
|
—
|
|
|
616
|
|
|
1,982
|
|
|
2,598
|
|
||||
2022
|
|
—
|
|
|
650
|
|
|
2,034
|
|
|
2,684
|
|
||||
2023
|
|
—
|
|
|
686
|
|
|
2,094
|
|
|
2,780
|
|
||||
Thereafter
|
|
97,100
|
|
|
12,487
|
|
|
45,458
|
|
|
155,045
|
|
||||
|
|
$
|
97,100
|
|
|
$
|
15,304
|
|
|
$
|
54,442
|
|
|
$
|
166,846
|
|
|
(1)
|
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.
|
(2)
|
Represents the junior subordinated notes and SBA 7(a) loan-backed notes.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders
|
$
|
48,260
|
|
|
$
|
(1,876
|
)
|
|
$
|
335,891
|
|
|
$
|
(4,902
|
)
|
Redeemable preferred stock dividends declared on dilutive shares
|
659
|
|
|
—
|
|
|
1,151
|
|
|
—
|
|
||||
Diluted net income (loss) attributable to common stockholders
|
$
|
48,919
|
|
|
$
|
(1,876
|
)
|
|
$
|
337,042
|
|
|
$
|
(4,902
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares of Common Stock outstanding
|
43,791
|
|
|
43,791
|
|
|
43,793
|
|
|
43,788
|
|
||||
Effect of dilutive securities—contingently issuable shares
|
2,062
|
|
|
—
|
|
|
2,011
|
|
|
—
|
|
||||
Diluted weighted average shares and common stock equivalents outstanding
|
45,853
|
|
|
43,791
|
|
|
45,804
|
|
|
43,788
|
|
||||
Net income (loss) attributable to common stockholders per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.10
|
|
|
$
|
(0.04
|
)
|
|
$
|
7.67
|
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
1.07
|
|
|
$
|
(0.04
|
)
|
|
$
|
7.36
|
|
|
$
|
(0.11
|
)
|
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Cash Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
June 4, 2019
|
|
July 15, 2019
|
|
3,601,721
|
|
$
|
1,150
|
|
February 20, 2019
|
|
April 15, 2019
|
|
3,149,924
|
|
$
|
1,010
|
|
|
|
|
|
|
|
|
||
June 4, 2018
|
|
July 16, 2018
|
|
2,149,863
|
|
$
|
662
|
|
March 6, 2018
|
|
April 16, 2018
|
|
1,674,841
|
|
$
|
493
|
|
Accumulation Period
|
|
|
|
Dividends
|
||||
Start Date
|
|
End Date
|
|
Number of Shares
|
|
Accumulated
|
||
|
|
|
|
|
|
(in thousands)
|
||
April 1, 2019
|
|
June 30, 2019
|
|
8,080,740
|
|
$
|
3,152
|
|
January 1, 2019
|
|
March 31, 2019
|
|
8,080,740
|
|
$
|
3,152
|
|
|
|
|
|
|
|
|
||
April 1, 2018
|
|
June 30, 2018
|
|
8,080,740
|
|
$
|
3,152
|
|
January 1, 2018
|
|
March 31, 2018
|
|
8,080,740
|
|
$
|
3,152
|
|
Declaration Date
|
|
Payment Date
|
|
Type
|
|
Cash Dividend Per Common Share
|
||
June 4, 2019
|
|
June 27, 2019
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
February 20, 2019
|
|
March 25, 2019
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
|
|
|
|
|
|
|
||
June 4, 2018
|
|
June 28, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
March 6, 2018
|
|
March 29, 2018
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Accumulated other comprehensive income, at beginning of period
|
|
$
|
—
|
|
|
$
|
2,814
|
|
|
$
|
1,806
|
|
|
$
|
1,631
|
|
Other comprehensive income before reclassifications
|
|
—
|
|
|
560
|
|
|
—
|
|
|
1,759
|
|
||||
Amounts reclassified to accumulated other comprehensive income (1)
|
|
—
|
|
|
(153
|
)
|
|
(1,806
|
)
|
|
(169
|
)
|
||||
Net current period other comprehensive income
|
|
—
|
|
|
407
|
|
|
(1,806
|
)
|
|
1,590
|
|
||||
Accumulated other comprehensive income, at end of period
|
|
$
|
—
|
|
|
$
|
3,221
|
|
|
$
|
—
|
|
|
$
|
3,221
|
|
|
(1)
|
The amounts from AOCI were reclassified as a decrease to interest expense in our consolidated statements of operations.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Level
|
|
Balance Sheet
Location |
|||||
|
|
(in thousands)
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
1,630
|
|
|
2
|
|
|
Other assets
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
|
|||||||||||||
|
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Level
|
|||||||||
|
|
(in thousands)
|
|
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SBA 7(a) loans receivable, subject to loan-backed notes
|
|
$
|
32,982
|
|
|
$
|
34,088
|
|
|
$
|
37,031
|
|
|
$
|
38,357
|
|
|
3
|
|
SBA 7(a) loans receivable, subject to credit risk
|
|
23,539
|
|
|
24,644
|
|
|
29,748
|
|
|
30,630
|
|
|
3
|
|
||||
SBA 7(a) loans receivable, subject to secured borrowings
|
|
15,964
|
|
|
16,192
|
|
|
16,469
|
|
|
16,706
|
|
|
3
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgages payable (1)
|
|
96,913
|
|
|
99,078
|
|
|
386,923
|
|
|
377,364
|
|
|
3
|
|
||||
Junior subordinated notes
|
|
25,257
|
|
|
24,426
|
|
|
25,215
|
|
|
24,462
|
|
|
3
|
|
|
(1)
|
The
December 31, 2018
carrying amount and estimated fair value of mortgages payable exclude
one
mortgage loan with carrying value of
$28,018,000
that had been classified as liabilities associated with assets held for sale, net, on our consolidated balance sheet at
December 31, 2018
(Notes 3 and 7).
|
Years Ending December 31,
|
|
Total (1)
|
||
|
|
(in thousands)
|
||
2019 (Six months ending December 31, 2019)
|
|
$
|
24,084
|
|
2020
|
|
45,978
|
|
|
2021
|
|
39,323
|
|
|
2022
|
|
36,141
|
|
|
2023
|
|
33,521
|
|
|
Thereafter
|
|
82,223
|
|
|
|
|
$
|
261,270
|
|
|
(1)
|
Excludes future minimum rental revenue related to 899 and 999 N Capitol Street, which are classified as held for sale on our consolidated balance sheet at
June 30, 2019
(Note 3).
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
California
|
|
74.4
|
%
|
|
77.7
|
%
|
|
75.6
|
%
|
|
77.3
|
%
|
Washington, D.C.
|
|
20.4
|
|
|
19.1
|
|
|
20.1
|
|
|
19.5
|
|
Texas
|
|
5.2
|
|
|
3.2
|
|
|
4.3
|
|
|
3.2
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||
California (1)
|
|
72.7
|
%
|
|
70.6
|
%
|
Washington, D.C. (1)
|
|
23.6
|
|
|
27.2
|
|
Texas
|
|
3.7
|
|
|
2.2
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(1)
|
The
June 30, 2019
percentage for Washington, D.C. includes the assets of 899, 999 and 901 N Capitol Street, which are classified as held for sale on our consolidated balance sheet at
June 30, 2019
(Note 3). The
December 31, 2018
percentage for California includes the assets of 260 Townsend Street, which was classified as held for sale on our consolidated balance sheet at
December 31, 2018
(Note 3).
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Office:
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
|
$
|
22,050
|
|
|
$
|
37,889
|
|
|
$
|
55,495
|
|
|
$
|
72,701
|
|
Property expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
8,913
|
|
|
13,928
|
|
|
22,472
|
|
|
25,311
|
|
||||
General and administrative
|
|
202
|
|
|
98
|
|
|
356
|
|
|
979
|
|
||||
Total property expenses
|
|
9,115
|
|
|
14,026
|
|
|
22,828
|
|
|
26,290
|
|
||||
Segment net operating income—office
|
|
12,935
|
|
|
23,863
|
|
|
32,667
|
|
|
46,411
|
|
||||
Hotel:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
10,330
|
|
|
10,947
|
|
|
20,919
|
|
|
21,438
|
|
||||
Property expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
6,745
|
|
|
6,837
|
|
|
13,439
|
|
|
13,370
|
|
||||
General and administrative
|
|
63
|
|
|
—
|
|
|
77
|
|
|
18
|
|
||||
Total property expenses
|
|
6,808
|
|
|
6,837
|
|
|
13,516
|
|
|
13,388
|
|
||||
Segment net operating income—hotel
|
|
3,522
|
|
|
4,110
|
|
|
7,403
|
|
|
8,050
|
|
||||
Lending:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
2,977
|
|
|
2,708
|
|
|
5,901
|
|
|
5,699
|
|
||||
Lending expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
536
|
|
|
300
|
|
|
1,118
|
|
|
484
|
|
||||
Fees to related party
|
|
551
|
|
|
639
|
|
|
1,188
|
|
|
1,240
|
|
||||
General and administrative
|
|
335
|
|
|
390
|
|
|
838
|
|
|
859
|
|
||||
Total lending expenses
|
|
1,422
|
|
|
1,329
|
|
|
3,144
|
|
|
2,583
|
|
||||
Segment net operating income—lending
|
|
1,555
|
|
|
1,379
|
|
|
2,757
|
|
|
3,116
|
|
||||
Total segment net operating income
|
|
$
|
18,012
|
|
|
$
|
29,352
|
|
|
$
|
42,827
|
|
|
$
|
57,577
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Total segment net operating income
|
|
$
|
18,012
|
|
|
$
|
29,352
|
|
|
$
|
42,827
|
|
|
$
|
57,577
|
|
Interest and other income
|
|
1,499
|
|
|
—
|
|
|
1,818
|
|
|
—
|
|
||||
Asset management and other fees to related parties
|
|
(3,737
|
)
|
|
(5,504
|
)
|
|
(8,986
|
)
|
|
(11,114
|
)
|
||||
Interest expense
|
|
(2,014
|
)
|
|
(6,511
|
)
|
|
(5,477
|
)
|
|
(12,960
|
)
|
||||
General and administrative
|
|
(1,021
|
)
|
|
(1,427
|
)
|
|
(2,138
|
)
|
|
(3,435
|
)
|
||||
Transaction costs
|
|
(216
|
)
|
|
(344
|
)
|
|
(260
|
)
|
|
(344
|
)
|
||||
Depreciation and amortization
|
|
(7,185
|
)
|
|
(13,325
|
)
|
|
(16,815
|
)
|
|
(26,473
|
)
|
||||
Loss on early extinguishment of debt
|
|
(4,911
|
)
|
|
—
|
|
|
(29,982
|
)
|
|
—
|
|
||||
Impairment of real estate
|
|
(2,800
|
)
|
|
—
|
|
|
(69,000
|
)
|
|
—
|
|
||||
Gain on sale of real estate
|
|
55,221
|
|
|
—
|
|
|
432,802
|
|
|
—
|
|
||||
Income before provision for income taxes
|
|
52,848
|
|
|
2,241
|
|
|
344,789
|
|
|
3,251
|
|
||||
Provision for income taxes
|
|
(281
|
)
|
|
(292
|
)
|
|
(599
|
)
|
|
(680
|
)
|
||||
Net income
|
|
52,567
|
|
|
1,949
|
|
|
344,190
|
|
|
2,571
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(1
|
)
|
|
(12
|
)
|
|
173
|
|
|
(16
|
)
|
||||
Net income attributable to the Company
|
|
$
|
52,566
|
|
|
$
|
1,937
|
|
|
$
|
344,363
|
|
|
$
|
2,555
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Condensed assets:
|
|
|
|
|
|
|
||
Office (1)
|
|
$
|
643,226
|
|
|
$
|
1,094,269
|
|
Hotel
|
|
107,042
|
|
|
105,845
|
|
||
Lending
|
|
85,873
|
|
|
97,465
|
|
||
Non-segment assets
|
|
360,362
|
|
|
44,822
|
|
||
Total assets
|
|
$
|
1,196,503
|
|
|
$
|
1,342,401
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Capital expenditures (2):
|
|
|
|
|
|
|
||
Office (1)
|
|
$
|
4,363
|
|
|
$
|
10,040
|
|
Hotel
|
|
1,157
|
|
|
824
|
|
||
Total capital expenditures
|
|
5,520
|
|
|
10,864
|
|
||
Loan originations
|
|
18,523
|
|
|
28,460
|
|
||
Total capital expenditures and loan originations
|
|
$
|
24,043
|
|
|
$
|
39,324
|
|
|
(1)
|
The
June 30, 2019
balances include the assets of 899, 999 and 901 N Capitol Street, which are classified as held for sale on our consolidated balance sheet at
June 30, 2019
(Note 3). The
December 31, 2018
balances include the assets of 260 Townsend Street, which was 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.
|
|
|
As of June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Occupancy (1)(2)(3)
|
|
88.1
|
%
|
|
94.0
|
%
|
||
Annualized rent per occupied square foot (1)(2)(3)(4)
|
|
$
|
48.94
|
|
|
$
|
44.54
|
|
|
(1)
|
As part of the Asset Sale, the Company has sold certain properties as described above in "—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock—Sale of Assets." The information presented in this table represents historical information without giving effect to the Asset Sale.
|
(2)
|
We sold six office properties and one parking garage during the
six
months ended
June 30, 2019
. Excluding these properties, the occupancy and annualized rent per occupied square foot were
88.1%
and
$48.94
as of
June 30, 2019
and
92.7%
and
$45.27
as of
June 30, 2018
.
|
(3)
|
899 and 999 N Capitol Street were classified as held for sale as of
June 30, 2019
. Excluding these properties and the properties noted in (2), the occupancy and annualized rent per occupied square foot were
88.1%
and
$47.62
as of
June 30, 2019
, and
95.0%
and
$43.22
as of
June 30, 2018
.
|
(4)
|
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 twelve months ended
June 30, 2019
and
2018
were approximately
$2,039,000
and
$3,981,000
, respectively. Where applicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent. Annualized rent for certain office properties includes rent attributable to retail.
|
|
|
For the Three Months Ended
|
||||||||||||||
|
|
September 30,
2019 |
|
December 31,
2019 |
|
March 31,
2020 |
|
June 30,
2020 |
||||||||
Expiring Cash Rent (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expiring square feet (2)
|
|
50,894
|
|
|
14,861
|
|
|
21,878
|
|
|
48,069
|
|
||||
Expiring rent per square foot (3)
|
|
$
|
39.45
|
|
|
$
|
47.84
|
|
|
$
|
40.86
|
|
|
$
|
57.71
|
|
|
(1)
|
As part of the Asset Sale, the Company has sold certain properties as described above in "—Program to Unlock Embedded Value in Our Portfolio and Improve Trading Liquidity of Our Common Stock—Sale of Assets." The information presented in this table reflects the properties we owned at
June 30, 2019
, except for 899 and 999 N Capitol Street, which are classified as held for sale on our consolidated balance sheet at such time.
|
(2)
|
Month-to-month tenants occupying a total of
32,743
square feet are included in the expiring leases in the first quarter listed.
|
(3)
|
Represents gross monthly base rent, as of
June 30, 2019
, 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. Annualized rent for certain office properties includes rent attributable to retail.
|
|
|
Number of
Leases (1) |
|
Rentable
Square Feet |
|
New Cash
Rent per Square Foot (2) |
|
Expiring
Cash Rent per Square Foot (2) |
||||
Three months ended June 30, 2019
|
|
4
|
|
17,821
|
|
$
|
26.80
|
|
|
$
|
25.29
|
|
Six months ended June 30, 2019
|
|
10
|
|
50,397
|
|
$
|
38.27
|
|
|
$
|
32.61
|
|
|
(1)
|
Based on the number of tenants that signed leases.
|
(2)
|
Cash rent represents 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.
|
|
|
Three Months Ended
June 30, |
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
36,856
|
|
|
$
|
51,544
|
|
|
$
|
(14,688
|
)
|
|
(28.5
|
)%
|
Total expenses
|
|
39,229
|
|
|
49,303
|
|
|
(10,074
|
)
|
|
(20.4
|
)%
|
|||
Gain on sale of real estate
|
|
55,221
|
|
|
—
|
|
|
55,221
|
|
|
—
|
|
|||
Net income
|
|
52,567
|
|
|
1,949
|
|
|
50,618
|
|
|
—
|
|
|
|
Three Months Ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Net income (loss) attributable to common stockholders
|
|
$
|
48,260
|
|
|
$
|
(1,876
|
)
|
Depreciation and amortization
|
|
7,185
|
|
|
13,325
|
|
||
Impairment of real estate
|
|
2,800
|
|
|
—
|
|
||
Gain on sale of depreciable assets (1)
|
|
(55,221
|
)
|
|
—
|
|
||
FFO attributable to common stockholders
|
|
$
|
3,024
|
|
|
$
|
11,449
|
|
|
(1)
|
In connection with the sale of a property during the
three
months ended
June 30, 2019
, we recognized a
$4,911,000
loss on early extinguishment of debt related to the legal defeasance of a mortgage loan collateralized by such property. Such loss on early extinguishment of debt is not included in the adjustment for the gain on sale of depreciable assets presented in the table above.
|
|
|
|
Change
|
||||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Office
|
|
$
|
22,050
|
|
|
$
|
37,889
|
|
|
$
|
(15,839
|
)
|
|
(41.8
|
)%
|
Hotel
|
|
10,330
|
|
|
10,947
|
|
|
(617
|
)
|
|
(5.6
|
)%
|
|||
Lending
|
|
2,977
|
|
|
2,708
|
|
|
269
|
|
|
9.9
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Office
|
|
9,115
|
|
|
14,026
|
|
|
(4,911
|
)
|
|
(35.0
|
)%
|
|||
Hotel
|
|
6,808
|
|
|
6,837
|
|
|
(29
|
)
|
|
(0.4
|
)%
|
|||
Lending
|
|
1,422
|
|
|
1,329
|
|
|
93
|
|
|
7.0
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Total revenues
|
|
$
|
84,133
|
|
|
$
|
99,838
|
|
|
$
|
(15,705
|
)
|
|
(15.7
|
)%
|
Total expenses
|
|
172,146
|
|
|
96,587
|
|
|
75,559
|
|
|
78.2
|
%
|
|||
Gain on sale of real estate
|
|
432,802
|
|
|
—
|
|
|
432,802
|
|
|
—
|
|
|||
Net income
|
|
344,190
|
|
|
2,571
|
|
|
341,619
|
|
|
—
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Net income (loss) attributable to common stockholders
|
|
$
|
335,891
|
|
|
$
|
(4,902
|
)
|
Depreciation and amortization
|
|
16,815
|
|
|
26,473
|
|
||
Impairment of real estate
|
|
69,000
|
|
|
—
|
|
||
Gain on sale of depreciable assets (1)
|
|
(432,802
|
)
|
|
—
|
|
||
FFO attributable to common stockholders
|
|
$
|
(11,096
|
)
|
|
$
|
21,571
|
|
|
(1)
|
In connection with the sale of certain properties during the
six
months ended
June 30, 2019
, we recognized a
$29,982,000
loss on early extinguishment of debt related to the legal defeasance and prepayment of mortgage loans collateralized by such properties. Such loss on early extinguishment of debt is not included in the adjustment for the gain on sale of depreciable assets presented in the table above.
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Office
|
|
$
|
55,495
|
|
|
$
|
72,701
|
|
|
$
|
(17,206
|
)
|
|
(23.7
|
)%
|
Hotel
|
|
20,919
|
|
|
21,438
|
|
|
(519
|
)
|
|
(2.4
|
)%
|
|||
Lending
|
|
5,901
|
|
|
5,699
|
|
|
202
|
|
|
3.5
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Office
|
|
22,828
|
|
|
26,290
|
|
|
(3,462
|
)
|
|
(13.2
|
)%
|
|||
Hotel
|
|
13,516
|
|
|
13,388
|
|
|
128
|
|
|
1.0
|
%
|
|||
Lending
|
|
3,144
|
|
|
2,583
|
|
|
561
|
|
|
21.7
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
(1)
|
Total
|
|
2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage payable
|
$
|
97,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97,100
|
|
Other (2) (3)
|
54,442
|
|
|
943
|
|
|
3,913
|
|
|
4,128
|
|
|
45,458
|
|
|||||
Secured borrowings (3)
|
15,304
|
|
|
281
|
|
|
1,200
|
|
|
1,336
|
|
|
12,487
|
|
|||||
Interest and fees:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt (4)
|
68,935
|
|
|
4,081
|
|
|
16,031
|
|
|
14,871
|
|
|
33,952
|
|
|||||
Other Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrower advances
|
3,549
|
|
|
3,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
7,607
|
|
|
7,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tenant improvements
|
9,716
|
|
|
6,381
|
|
|
323
|
|
|
1,608
|
|
|
1,404
|
|
|||||
Operating leases
|
234
|
|
|
128
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
256,887
|
|
|
$
|
22,970
|
|
|
$
|
21,573
|
|
|
$
|
21,943
|
|
|
$
|
190,401
|
|
|
(1)
|
Excludes contractual obligations related to 899, 999 and 901 N Capitol Street, which are classified as held for sale as of
June 30, 2019
.
|
(2)
|
Represents the junior subordinated notes and SBA 7(a) loan-backed notes.
|
(3)
|
Principal payments on SBA 7(a) loan-backed notes, which are included in Other, and secured borrowings 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.
|
(4)
|
Excludes premiums and discounts. For the mortgage payable and junior subordinated notes, 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
June 30, 2019
to calculate the unused commitment fees. For our secured borrowings related to our government guaranteed loans, we use the variable rate in effect at
June 30, 2019
.
|
Declaration Date
|
|
Payment Date
|
|
Number of Shares
|
|
Cash Dividends Declared
|
||
|
|
|
|
|
|
(in thousands)
|
||
June 4, 2019
|
|
July 15, 2019
|
|
3,601,721
|
|
$
|
1,150
|
|
February 20, 2019
|
|
April 15, 2019
|
|
3,149,924
|
|
$
|
1,010
|
|
Accumulation Period
|
|
|
|
Dividends
|
||||
Start Date
|
|
End Date
|
|
Number of Shares
|
|
Accumulated
|
||
|
|
|
|
|
|
(in thousands)
|
||
April 1, 2019
|
|
June 30, 2019
|
|
8,080,740
|
|
$
|
3,152
|
|
January 1, 2019
|
|
March 31, 2019
|
|
8,080,740
|
|
$
|
3,152
|
|
Declaration Date
|
|
Payment Date
|
|
Type
|
|
Cash Dividend Per Common Share
|
||
June 4, 2019
|
|
June 27, 2019
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
February 20, 2019
|
|
March 25, 2019
|
|
Regular Quarterly
|
|
$
|
0.12500
|
|
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
Amendment, Assignment and Assumption Agreement, dated as of May 31, 2019, by and among CIM Commercial Trust Corporation, International Assets Advisory, LLC and CCO Capital, LLC (incorporated by reference to Exhibit 1.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2019).
|
10.2
|
|
Purchase and Sale Agreement, dated as of June 18, 2019, by and among Union Square 941 Property LP, Union Square 825 Property LP, Union Square Plaza Owner LP and Network Realty Partners, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2019).
|
*31.1
|
|
Section 302 Officer Certification—Chief Executive Officer.
|
*31.2
|
|
Section 302 Officer Certification—Chief Financial Officer.
|
*32.1
|
|
Section 906 Officer Certification—Chief Executive Officer.
|
*32.2
|
|
Section 906 Officer Certification—Chief Financial Officer.
|
*101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
Exhibit Number
|
|
Exhibit Description
|
10.1
|
|
|
10.2
|
|
|
*31.1
|
|
|
*31.2
|
|
|
*32.1
|
|
|
*32.2
|
|
|
*101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
|
|
CIM COMMERCIAL TRUST CORPORATION
|
||
Dated: August 8, 2019
|
|
By:
|
|
/s/ DAVID THOMPSON
David Thompson
Chief Executive Officer
|
|
|
|
|
|
Dated: August 8, 2019
|
|
By:
|
|
/s/ NATHAN D. DEBACKER
Nathan D. DeBacker
Chief Financial Officer
|
|
|
|
Date: August 8, 2019
|
|
/s/ DAVID THOMPSON
David Thompson
Chief Executive Officer
|
|
|
|
Date: August 8, 2019
|
|
/s/ NATHAN D. DEBACKER
Nathan D. DeBacker
Chief Financial Officer
|
|
|
|
/s/ DAVID THOMPSON
David Thompson
Chief Executive Officer
August 8, 2019
|
|
|
|
|
|
/s/ NATHAN D. DEBACKER
Nathan D. DeBacker
Chief Financial Officer
August 8, 2019
|
|
|