x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 46-2822978 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
800 Newport Center Drive, Suite 700 Newport Beach, California | 92660 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
Non-Accelerated Filer | x | Smaller reporting company | x | |||
Emerging growth company | x |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | N/A | N/A |
PART I. | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II. | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. | |||
March 31, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Real estate, net | $ | 509,947 | $ | 511,606 | ||||
Real estate equity securities | 8,344 | 7,230 | ||||||
Total real estate and real estate-related investments, net | 518,291 | 518,836 | ||||||
Cash and cash equivalents | 10,506 | 21,063 | ||||||
Restricted cash | 5,510 | 5,795 | ||||||
Investment in unconsolidated entity | 5,616 | 2,868 | ||||||
Rents and other receivables | 7,454 | 5,612 | ||||||
Above-market leases, net | 60 | 65 | ||||||
Prepaid expenses and other assets | 9,612 | 8,239 | ||||||
Total assets | $ | 557,049 | $ | 562,478 | ||||
Liabilities and equity | ||||||||
Notes payable, net | $ | 325,674 | $ | 326,543 | ||||
Accounts payable and accrued liabilities | 7,055 | 7,226 | ||||||
Due to affiliates | 269 | 235 | ||||||
Distributions payable | 241 | 484 | ||||||
Below-market leases, net | 6,645 | 7,348 | ||||||
Other liabilities | 14,528 | 13,176 | ||||||
Redeemable common stock payable | 1,454 | 3,028 | ||||||
Total liabilities | 355,866 | 358,040 | ||||||
Commitments and contingencies (Note 11) | ||||||||
Redeemable common stock | — | — | ||||||
Equity | ||||||||
KBS Strategic Opportunity REIT II, Inc. stockholders’ equity | ||||||||
Preferred stock, $.01 par value per share; 10,000,000 shares authorized, no shares issued and outstanding | — | — | ||||||
Class A common stock, $.01 par value per share; 500,000,000 shares authorized, 17,926,128 and 18,103,437 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 179 | 181 | ||||||
Class T common stock, $.01 par value per share; 500,000,000 shares authorized, 12,216,244 and 12,208,242 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 122 | 122 | ||||||
Additional paid-in capital | 266,320 | 266,339 | ||||||
Cumulative distributions and net losses | (76,202 | ) | (73,461 | ) | ||||
Accumulated other comprehensive income | 37 | 89 | ||||||
Total KBS Strategic Opportunity REIT II, Inc. stockholders’ equity | 190,456 | 193,270 | ||||||
Noncontrolling interests | 10,727 | 11,168 | ||||||
Total equity | 201,183 | 204,438 | ||||||
Total liabilities and equity | $ | 557,049 | $ | 562,478 |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Revenues: | ||||||||
Office revenues | $ | 7,117 | $ | 7,599 | ||||
Hotel revenues | 5,980 | 5,510 | ||||||
Apartment revenues | 1,995 | 1,716 | ||||||
Dividend income from real estate equity securities | 104 | — | ||||||
Interest income from real estate loan receivable | — | 10 | ||||||
Total revenues | 15,196 | 14,835 | ||||||
Expenses: | ||||||||
Office expenses | 3,397 | 2,671 | ||||||
Hotel expenses | 5,175 | 4,790 | ||||||
Apartment expenses | 897 | 917 | ||||||
Asset management fees to affiliate | 1,049 | 935 | ||||||
General and administrative expenses | 707 | 639 | ||||||
Depreciation and amortization | 5,074 | 5,103 | ||||||
Interest expense | 4,961 | 2,897 | ||||||
Total expenses | 21,260 | 17,952 | ||||||
Other income (loss): | ||||||||
Other interest income | 64 | 60 | ||||||
Equity in income of unconsolidated entity | 2,800 | 15 | ||||||
Gain (loss) on real estate equity securities | 1,114 | (86 | ) | |||||
Total other income (loss) | 3,978 | (11 | ) | |||||
Net loss before income taxes | (2,086 | ) | (3,128 | ) | ||||
Income tax benefit | — | 9 | ||||||
Net loss | (2,086 | ) | (3,119 | ) | ||||
Net loss attributable to noncontrolling interests | 551 | 252 | ||||||
Net loss attributable to common stockholders | $ | (1,535 | ) | $ | (2,867 | ) | ||
Class A Common Stock: | ||||||||
Net loss attributable to common stockholders | $ | (914 | ) | $ | (1,573 | ) | ||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.09 | ) | ||
Weighted-average number of common shares outstanding, basic and diluted | 17,984,563 | 17,350,919 | ||||||
Class T Common Stock: | ||||||||
Net loss attributable to common stockholders | $ | (621 | ) | $ | (1,294 | ) | ||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.11 | ) | ||
Weighted-average number of common shares outstanding, basic and diluted | 12,213,311 | 11,443,642 |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Net loss | $ | (2,086 | ) | $ | (3,119 | ) | ||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation (loss) gain | (52 | ) | 67 | |||||
Total other comprehensive (loss) income | (52 | ) | 67 | |||||
Total comprehensive loss | (2,138 | ) | (3,052 | ) | ||||
Total comprehensive loss attributable to noncontrolling interests | 551 | 252 | ||||||
Total comprehensive loss attributable to common stockholders | $ | (1,587 | ) | $ | (2,800 | ) |
Common Stock | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||
Class A | Class T | ||||||||||||||||||||||||||||||||||||
Shares | Amounts | Shares | Amounts | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2018 | 18,103,437 | $ | 181 | 12,208,242 | $ | 122 | $ | 266,339 | $ | (73,461 | ) | $ | 89 | $ | 193,270 | $ | 11,168 | $ | 204,438 | ||||||||||||||||||
Net loss | — | — | — | — | — | (1,535 | ) | — | (1,535 | ) | (551 | ) | (2,086 | ) | |||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (52 | ) | (52 | ) | — | (52 | ) | ||||||||||||||||||||||||
Issuance of common stock | 49,225 | — | 43,979 | — | 899 | — | — | 899 | — | 899 | |||||||||||||||||||||||||||
Redemptions of common stock | (226,534 | ) | (2 | ) | (35,977 | ) | — | (2,492 | ) | — | — | (2,494 | ) | — | (2,494 | ) | |||||||||||||||||||||
Transfers from redeemable common stock | — | — | — | — | 1,574 | — | — | 1,574 | — | 1,574 | |||||||||||||||||||||||||||
Distributions declared | — | — | — | — | — | (1,206 | ) | — | (1,206 | ) | — | (1,206 | ) | ||||||||||||||||||||||||
Noncontrolling interests contributions | — | — | — | — | — | — | — | — | 110 | 110 | |||||||||||||||||||||||||||
Balance, March 31, 2019 | 17,926,128 | $ | 179 | 12,216,244 | $ | 122 | $ | 266,320 | $ | (76,202 | ) | $ | 37 | $ | 190,456 | $ | 10,727 | $ | 201,183 | ||||||||||||||||||
Common Stock | Additional Paid-in Capital | Cumulative Distributions and Net Losses | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||
Class A | Class T | ||||||||||||||||||||||||||||||||||||
Shares | Amounts | Shares | Amounts | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2017 | 16,888,940 | $ | 169 | 11,031,895 | $ | 110 | $ | 245,077 | $ | (39,657 | ) | $ | 202 | $ | 205,901 | $ | 13,397 | $ | 219,298 | ||||||||||||||||||
Net loss | — | — | — | — | — | (2,867 | ) | — | (2,867 | ) | (252 | ) | (3,119 | ) | |||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | 67 | 67 | — | 67 | |||||||||||||||||||||||||||
Issuance of common stock | 313,416 | 3 | 334,373 | 3 | 6,224 | — | — | 6,230 | — | 6,230 | |||||||||||||||||||||||||||
Stock dividends issued | 84,889 | 1 | 55,896 | 1 | 1,272 | (1,274 | ) | — | — | — | — | ||||||||||||||||||||||||||
Redemptions of common stock | (80,127 | ) | (1 | ) | (13,762 | ) | — | (820 | ) | — | — | (821 | ) | — | (821 | ) | |||||||||||||||||||||
Transfers from redeemable common stock | — | — | — | — | 156 | — | — | 156 | — | 156 | |||||||||||||||||||||||||||
Distributions declared | — | — | — | — | — | (1,082 | ) | — | (1,082 | ) | — | (1,082 | ) | ||||||||||||||||||||||||
Commissions on stock sales, dealer manager fees and stockholder servicing fees to affiliate | — | — | — | — | (323 | ) | — | — | (323 | ) | — | (323 | ) | ||||||||||||||||||||||||
Other offering costs | — | — | — | — | (61 | ) | — | — | (61 | ) | — | (61 | ) | ||||||||||||||||||||||||
Noncontrolling interests contributions | — | — | — | — | — | — | — | — | 403 | 403 | |||||||||||||||||||||||||||
Balance, March 31, 2018 | 17,207,118 | $ | 172 | 11,408,402 | $ | 114 | $ | 251,525 | $ | (44,880 | ) | $ | 269 | $ | 207,200 | $ | 13,548 | $ | 220,748 |
For the Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (2,086 | ) | $ | (3,119 | ) | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Equity in income of unconsolidated entity | (2,800 | ) | (15 | ) | ||||
Distribution of earnings from unconsolidated joint venture | — | 15 | ||||||
Depreciation and amortization | 5,074 | 5,103 | ||||||
(Gain) loss on real estate equity securities | (1,114 | ) | 86 | |||||
Deferred rents | (96 | ) | (642 | ) | ||||
Bad debt expense | — | 89 | ||||||
Amortization of above- and below-market leases, net | (698 | ) | (943 | ) | ||||
Amortization of deferred financing costs | 406 | 264 | ||||||
Unrealized (gain) loss on derivative instruments | (71 | ) | 53 | |||||
Changes in operating assets and liabilities: | ||||||||
Rents and other receivables | (1,746 | ) | (1,346 | ) | ||||
Prepaid expenses and other assets | (1,518 | ) | (3,087 | ) | ||||
Accounts payable and accrued liabilities | 138 | (464 | ) | |||||
Due to affiliates | 48 | (4 | ) | |||||
Other liabilities | 1,352 | 2,082 | ||||||
Net cash used in operating activities | (3,111 | ) | (1,928 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Improvements to real estate | (3,278 | ) | (1,967 | ) | ||||
Investment in real estate securities | (4 | ) | (3,154 | ) | ||||
Payments for construction costs | (240 | ) | (1,796 | ) | ||||
Payoff of real estate loan receivable | — | 3,500 | ||||||
Purchase of interest rate cap agreement | — | (8 | ) | |||||
Proceeds from insurance claims | — | 100 | ||||||
Net cash used in investing activities | (3,522 | ) | (3,325 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from notes payable | 3,147 | 931 | ||||||
Principal payments on notes payable | (4,400 | ) | (1,822 | ) | ||||
Payments of deferred financing costs | (22 | ) | (100 | ) | ||||
Proceeds from issuance of common stock | — | 5,660 | ||||||
Payments to redeem common stock | (2,494 | ) | (821 | ) | ||||
Payments of commissions on stock sales, dealer manager fees and stockholder servicing fees | — | (563 | ) | |||||
Distributions paid | (550 | ) | (407 | ) | ||||
Noncontrolling interest contributions | 110 | 403 | ||||||
Net cash (used in) provided by financing activities | (4,209 | ) | 3,281 | |||||
Net decrease in cash, cash equivalents and restricted cash | (10,842 | ) | (1,972 | ) | ||||
Cash, cash equivalents and restricted cash, beginning of period | 26,858 | 35,053 | ||||||
Cash, cash equivalents and restricted cash, end of period | $ | 16,016 | $ | 33,081 | ||||
Supplemental Disclosure of Cash Flow Information: | ||||||||
Interest paid, net of capitalized interest of $0 and $1,353 for the three months ended March 31, 2019 and 2018, respectively | $ | 4,417 | $ | 2,331 | ||||
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||||||||
Distributions paid to common stockholders through common stock issuances pursuant to the dividend reinvestment plan | $ | 899 | $ | 665 | ||||
Stock dividends issued | $ | — | $ | 1,274 | ||||
Foreign currency translation (loss) gain on investment in unconsolidated entity | $ | (52 | ) | $ | 67 | |||
Redemption payable | $ | 1,454 | $ | — | ||||
Accrued improvements to real estate | $ | 1,158 | $ | 1,043 | ||||
Other offering costs due to affiliates | $ | — | $ | 1,103 | ||||
Stockholder servicing fees due to affiliate | $ | — | $ | 440 | ||||
Acquisition fees due to affiliates | $ | — | $ | 103 | ||||
Distributions payable | $ | 241 | $ | 376 | ||||
Construction cost payable | $ | 55 | $ | 318 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
1. | ORGANIZATION |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
• | whether the lease stipulates how a tenant improvement allowance may be spent; |
• | whether the lessee or lessor supervises the construction and bears the risk of cost overruns; |
• | whether the amount of a tenant improvement allowance is in excess of market rates; |
• | whether the tenant or landlord retains legal title to the improvements at the end of the lease term; |
• | whether the tenant improvements are unique to the tenant or general purpose in nature; and |
• | whether the tenant improvements are expected to have any residual value at the end of the lease. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Net loss attributable to common stockholders | $ | (1,535 | ) | $ | (2,867 | ) | ||
Less: Class A Common Stock cash distributions declared | 718 | 807 | ||||||
Less: Class T Common Stock cash distributions declared | 488 | 275 | ||||||
Undistributed net loss attributable to common stockholders | $ | (2,741 | ) | $ | (3,949 | ) | ||
Class A Common Stock: | ||||||||
Undistributed net loss attributable to common stockholders | $ | (1,632 | ) | $ | (2,380 | ) | ||
Class A Common Stock cash distributions declared | 718 | 807 | ||||||
Net loss attributable to Class A common stockholders | $ | (914 | ) | $ | (1,573 | ) | ||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.09 | ) | ||
Weighted-average number of common shares outstanding, basic and diluted | 17,984,563 | 17,350,919 | ||||||
Class T Common Stock: | ||||||||
Undistributed net loss attributable to common stockholders | $ | (1,109 | ) | $ | (1,569 | ) | ||
Class T Common Stock cash distributions declared | 488 | 275 | ||||||
Net loss attributable to Class T common stockholders | $ | (621 | ) | $ | (1,294 | ) | ||
Net loss per common share, basic and diluted | $ | (0.05 | ) | $ | (0.11 | ) | ||
Weighted-average number of common shares outstanding, basic and diluted | 12,213,311 | 11,443,642 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
3. | REAL ESTATE |
March 31, 2019 | December 31, 2018 | |||||||
Land | $ | 104,138 | $ | 104,138 | ||||
Buildings and improvements | 429,188 | 425,989 | ||||||
Tenant origination and absorption costs | 16,648 | 17,183 | ||||||
Total real estate, cost and net of impairment charge | 549,974 | 547,310 | ||||||
Accumulated depreciation and amortization | (40,027 | ) | (35,704 | ) | ||||
Total real estate, net | $ | 509,947 | $ | 511,606 |
Property | Date Acquired | City | State | Property Type | Land | Building and Improvements (1) | Tenant Origination and Absorption | Total Real Estate, at Cost and Net of Impairment Charge | Accumulated Depreciation and Amortization | Total Real Estate, Net | Ownership % | |||||||||||||||||||||||
Springmaid Beach Resort | 12/30/2014 | Myrtle Beach | SC | Hotel | $ | 27,438 | $ | 34,056 | $ | — | $ | 61,494 | $ | (7,980 | ) | $ | 53,514 | 90.0% | ||||||||||||||||
Q&C Hotel | 12/17/2015 | New Orleans | LA | Hotel | 1,232 | 53,108 | — | 54,340 | (6,629 | ) | 47,711 | 90.0% | ||||||||||||||||||||||
2200 Paseo Verde | 12/23/2015 | Henderson | NV | Office | 1,850 | 11,861 | 419 | 14,130 | (1,607 | ) | 12,523 | 100.0% | ||||||||||||||||||||||
Lincoln Court | 05/20/2016 | Campbell | CA | Office | 14,706 | 35,088 | 2,554 | 52,348 | (4,610 | ) | 47,738 | 100.0% | ||||||||||||||||||||||
Lofts at NoHo Commons | 11/16/2016 | North Hollywood | CA | Apartment | 26,222 | 79,870 | — | 106,092 | (4,797 | ) | 101,295 | 90.0% | ||||||||||||||||||||||
210 West 31st Street (2) | 12/01/2016 | New York | NY | Retail | — | 55,081 | — | 55,081 | — | 55,081 | 80.0% | |||||||||||||||||||||||
Oakland City Center | 08/18/2017 | Oakland | CA | Office | 22,150 | 139,795 | 10,875 | 172,820 | (12,224 | ) | 160,596 | 100.0% | ||||||||||||||||||||||
Madison Square (3) | 10/03/2017 | Phoenix | AZ | Office | 10,540 | 20,329 | 2,800 | 33,669 | (2,180 | ) | 31,489 | 90.0% | ||||||||||||||||||||||
$ | 104,138 | $ | 429,188 | $ | 16,648 | $ | 549,974 | $ | (40,027 | ) | $ | 509,947 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Office revenues: | ||||||||
Rental income (1) | $ | 6,912 | $ | 7,422 | ||||
Other income | 205 | 177 | ||||||
Office revenues | $ | 7,117 | $ | 7,599 | ||||
Office expenses: | ||||||||
Operating, maintenance, and management (2) | $ | 2,325 | $ | 1,719 | ||||
Real estate taxes and insurance (2) | 1,072 | 952 | ||||||
Office expenses | $ | 3,397 | $ | 2,671 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
April 1, 2019 through December 31, 2019 | $ | 16,525 | |
2020 | 20,549 | ||
2021 | 17,589 | ||
2022 | 14,271 | ||
2023 | 11,491 | ||
Thereafter | 22,723 | ||
$ | 103,148 |
Industry | Number of Tenants | Annualized Base Rent (1) (in thousands) | Percentage of Annualized Base Rent | ||||||
Professional, Scientific and Technical Services | 15 | $ | 3,872 | 17.3 | % | ||||
Legal Services | 12 | 3,768 | 16.8 | % | |||||
Public Administration (Government) | 6 | 3,273 | 14.6 | % | |||||
Finance | 12 | 2,349 | 10.5 | % | |||||
$ | 13,262 | 59.2 | % |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Hotel revenues: | ||||||||
Room | $ | 4,465 | 4,110 | |||||
Food, beverage and convention services | 873 | 816 | ||||||
Campground | 271 | 289 | ||||||
Other | 371 | 295 | ||||||
Hotel revenues | $ | 5,980 | $ | 5,510 | ||||
Hotel expenses: | ||||||||
Room | $ | 1,324 | 1,250 | |||||
Food, beverage and convention services | 776 | 724 | ||||||
General and administrative | 786 | 636 | ||||||
Sales and marketing | 694 | 652 | ||||||
Repairs and maintenance | 566 | 486 | ||||||
Utilities | 261 | 276 | ||||||
Property taxes and insurance | 438 | 443 | ||||||
Other | 330 | 323 | ||||||
Hotel expenses | $ | 5,175 | $ | 4,790 |
March 31, 2019 | December 31, 2018 | |||||||
Contract liability | $ | 1,149 | $ | 324 | ||||
Revenue recognized in the period from: | ||||||||
Amounts included in contract liability at the beginning of the period | $ | 147 | $ | — |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Apartment revenues: | ||||||||
Rental income (1) | $ | 1,830 | $ | 1,590 | ||||
Other income | 165 | 126 | ||||||
Apartment revenues | $ | 1,995 | $ | 1,716 | ||||
Apartment expenses: | ||||||||
Operating, maintenance, and management | $ | 536 | $ | 569 | ||||
Real estate taxes and insurance | 361 | 348 | ||||||
Apartment expenses | $ | 897 | $ | 917 |
4. | TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES |
Tenant Origination and Absorption Costs | Above-Market Lease Assets | Below-Market Lease Liabilities | |||||||||||||||||||||
March 31, 2019 | December 31, 2018 | March 31, 2019 | December 31, 2018 | March 31, 2019 | December 31, 2018 | ||||||||||||||||||
Cost | $ | 16,648 | $ | 17,183 | $ | 99 | $ | 99 | $ | (11,082 | ) | $ | (11,526 | ) | |||||||||
Accumulated Amortization | (6,571 | ) | (6,163 | ) | (39 | ) | (34 | ) | 4,437 | 4,178 | |||||||||||||
Net Amount | $ | 10,077 | $ | 11,020 | $ | 60 | $ | 65 | $ | (6,645 | ) | $ | (7,348 | ) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Tenant Origination and Absorption Costs | Above-Market Lease Assets | Below-Market Lease Liabilities | |||||||||||||||||||||
For the Three Months Ended March 31, | For the Three Months Ended March 31, | For the Three Months Ended March 31, | |||||||||||||||||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||||||
Amortization | $ | (943 | ) | $ | (1,214 | ) | $ | (5 | ) | $ | (4 | ) | $ | 703 | $ | 947 |
5. | REAL ESTATE EQUITY SECURITIES |
6. | INVESTMENT IN UNCONSOLIDATED ENTITY |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
7. | NOTES PAYABLE |
Book Value as of March 31, 2019 | Book Value as of December 31, 2018 | Contractual Interest Rate (1) | Effective Interest Rate (1) | Payment Type | Maturity Date | |||||||||||
Springmaid Beach Resort Mortgage Loan | $ | 37,100 | $ | 37,280 | One-month LIBOR + 3.00% | 5.49% | Principal & Interest | 12/30/2019 | ||||||||
Q&C Hotel Mortgage Loan | 23,331 | 23,551 | One-month LIBOR + 3.25% | 5.74% | Principal & Interest | 12/17/2019 | ||||||||||
2200 Paseo Verde Mortgage Loan (2) | 8,564 | 7,947 | One-month LIBOR + 2.25% | 4.74% | Interest Only (2) | 07/01/2020 | ||||||||||
Lincoln Court Mortgage Loan | 34,520 | 33,500 | One-month LIBOR + 1.75% | 4.24% | Interest Only | 06/01/2020 | ||||||||||
Lofts at NoHo Commons Mortgage Loan | 72,100 | 72,100 | One-month LIBOR + 2.66% | 5.15% | Interest Only | 12/01/2019 | ||||||||||
210 West 31st Street Mortgage Loan | 34,041 | 38,041 | One-month LIBOR + 5.50% | 7.99% | Interest Only | 12/01/2019 | ||||||||||
Oakland City Center Mortgage Loan (3) | 95,615 | 94,500 | One-month LIBOR + 1.75% | 4.24% | Interest Only (3) | 09/01/2022 | ||||||||||
Madison Square Mortgage Loan (4) | 22,290 | 21,895 | One-month LIBOR + 4.05% (5) | 6.53% | Interest Only | 10/09/2020 | ||||||||||
Total notes payable principal outstanding | 327,561 | 328,814 | ||||||||||||||
Deferred financing costs, net | (1,887 | ) | (2,271 | ) | ||||||||||||
Total notes payable, net | $ | 325,674 | $ | 326,543 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
April 1, 2019 through December 31, 2019 | $ | 166,622 | ||
2020 | 65,654 | |||
2021 | 1,320 | |||
2022 | 93,965 | |||
$ | 327,561 |
8. | DERIVATIVE INSTRUMENTS |
Fair Value of Asset | ||||||||||||||||||||
Derivative Instruments | Effective Date | Maturity Date | Notional Value | Reference Rate | March 31, 2019 | December 31, 2018 | Balance Sheet Location | |||||||||||||
Interest Rate Cap | 12/01/2016 | 12/01/2019 | $ | 47,110 | One-month LIBOR at 3.00% | $ | — | $ | 4 | Prepaid expenses and other assets | ||||||||||
Interest Rate Cap | 10/03/2017 | 10/15/2019 | $ | 34,125 | One-month LIBOR at 3.00% | — | 2 | Prepaid expenses and other assets | ||||||||||||
Interest Rate Cap | 12/30/2018 | 06/30/2019 | $ | 26,000 | One-month LIBOR at 3.00% | — | — | Prepaid expenses and other assets | ||||||||||||
Interest Rate Cap | 01/03/2019 | 06/01/2019 | $ | 23,551 | One-month LIBOR at 3.00% | — | — | Prepaid expenses and other assets | ||||||||||||
Total Derivative Instruments not designated as hedging instruments | $ | — | $ | 6 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Derivative Instrument | Notional Amount | Strike Price | Trade Date | Maturity Date | ||||||
Derivative instrument not designated as hedging instrument | ||||||||||
Foreign currency forward contract | $ | 2,100 | 1.2704 USD-EUR | 09/05/2017 | 09/07/2021 (1) |
9. | FAIR VALUE DISCLOSURES |
• | Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; |
• | Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
• | Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
March 31, 2019 | December 31, 2018 | ||||||||||||||||||||||
Face Value | Carrying Amount | Fair Value | Face Value | Carrying Amount | Fair Value | ||||||||||||||||||
Financial liability: | |||||||||||||||||||||||
Notes payable | $ | 327,561 | $ | 325,674 | $ | 328,684 | $ | 328,814 | $ | 326,543 | $ | 329,588 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Fair Value Measurements Using | ||||||||||||||||
Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
Recurring Basis: | ||||||||||||||||
Real estate equity securities | $ | 8,344 | $ | 8,344 | $ | — | $ | — | ||||||||
Asset derivatives - interest rate caps | $ | — | $ | — | $ | — | $ | — | ||||||||
Asset derivative - foreign currency forward contract | $ | 145 | $ | — | $ | 145 | $ | — |
10. | RELATED PARTY TRANSACTIONS |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
Incurred | Payable as of | |||||||||||||||
Three Months Ended March 31, | March 31, 2019 | December 31, 2018 | ||||||||||||||
2019 | 2018 | |||||||||||||||
Expensed | ||||||||||||||||
Asset management fees | $ | 1,049 | $ | 935 | $ | 28 | $ | 22 | ||||||||
Reimbursable operating expenses (1) | 102 | 92 | 77 | 35 | ||||||||||||
Capitalized | ||||||||||||||||
Acquisition fees | — | 107 | 164 | 178 | ||||||||||||
Additional Paid-in Capital | ||||||||||||||||
Sales commissions | — | 201 | — | — | ||||||||||||
Dealer manager fees | — | 109 | — | — | ||||||||||||
Stockholder servicing fees (2) | — | 13 | — | — | ||||||||||||
Reimbursable other offering costs (3) | — | 61 | — | — | ||||||||||||
$ | 1,151 | $ | 1,518 | $ | 269 | $ | 235 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
11. | COMMITMENTS AND CONTINGENCIES |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
• | a base fee, which is a percentage of total operating revenue that starts at 2.5% and increases to 2.75% in the second year following the Brand Commencement Date and further increases in the third year following the Brand Commencement Date and thereafter to 3.0%; |
• | a campground area management fee, which is 2% of any campground revenue; |
• | an incentive fee, which is 15% of operating cash flow (after deduction for capital renewals reserve and the joint venture owner’s priority, which is 12% of the joint venture owner’s total investment); |
• | an additional services fee in the amount reasonably determined by the Operator from time to time; and |
• | a brand services fee in the amount of 4% of total rooms revenue, and an other brand services fee in an amount determined by the Operator from time to time. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
April 1, 2019 through December 31, 2019 | $ | 605 | |
2020 | 680 | ||
2021 | 735 | ||
2022 | 935 | ||
2023 | 525 | ||
Thereafter | 53,316 | ||
Total expected minimum lease liabilities | 56,796 | ||
Less: Amount representing interest (1) | (48,439 | ) | |
Present value of net minimum lease payments (2) | $ | 8,357 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 1. | Financial Statements (continued) |
12. | SUBSEQUENT EVENTS |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
• | We depend on our advisor to conduct our operations and eventually dispose of our investments. |
• | All of our executive officers, our affiliated directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and other KBS-affiliated entities. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other KBS-advised programs and investors and conflicts in allocating time among us and these other programs and investors. These conflicts could result in unanticipated actions. |
• | We raised substantially less than the maximum offering amount in our initial public offering. Therefore, our portfolio of properties may not be as diverse as it otherwise would, which will cause the value of our stockholders’ investment to vary more widely with the performance of specific assets. |
• | Our advisor and its affiliates receive fees in connection with transactions involving the management of our investments. These fees are based on the cost of the investment, and not based on the quality of the investment or the quality of the services rendered to us. This may influence our advisor to recommend riskier transactions to us and increase our stockholders’ risk of loss. |
• | Our distribution policy is generally not to use offering proceeds to pay distributions. However, we may pay distributions from any source, including, without limitation, from offering proceeds or borrowings (which may constitute a return of capital). If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investment in properties and other assets and the overall return to our stockholders may be reduced. |
• | Our policies do not limit us from incurring debt until our total liabilities would exceed 75% of the cost of our tangible assets (before deducting depreciation and other non-cash reserves), and we may exceed this limit with the approval of the conflicts committee of our board of directors. To the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt such that our total liabilities would exceed this limit. High debt levels could limit the amount of cash we have available to distribute and could result in a decline in the value of an investment in us. |
• | Disruptions in the financial markets and uncertain economic conditions could adversely affect our ability to implement our business strategy and generate returns to stockholders. |
• | Our opportunistic property-acquisition strategy involves a higher risk of loss than would a strategy of investing in stabilized properties. |
• | Our estimated net asset value per share does not currently represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. |
• | Certain of our debt obligations have variable interest rates and related payments that vary with the movement of LIBOR or other indexes. Increases in these indexes could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
• | Proceeds from the primary portion of our initial public offering; |
• | Proceeds from our dividend reinvestment plan; |
• | Proceeds from the repayment of a real estate loan receivable; |
• | Debt financings; and |
• | Cash flow generated by our real estate investments. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
Property | Number of Rooms | Percentage Occupied for the Three Months Ended March 31, | Average Daily Rate for the Three Months Ended March 31, | Average Revenue per Available Room for the Three Months Ended March 31, | ||||||||||
2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||
Springmaid Beach Resort | 452 | 42.3% | 35.7% | $108.32 | $110.53 | $45.84 | $39.46 | |||||||
Q&C Hotel | 196 | 83.0% | 81.6% | $177.45 | $173.97 | $147.20 | $141.99 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
• | $3.3 million of improvements to real estate; and |
• | $0.2 million of payments for a construction project. |
• | $1.3 million of net cash used in debt and other financings as a result of principal payments on notes payable of $4.4 million, partially offset by proceeds from notes payable of $3.1 million; |
• | $2.5 million of cash used for redemptions of common stock; |
• | $0.6 million of net cash distributions, after giving effect to distributions reinvested by stockholders of $0.9 million; and |
• | $0.1 million of noncontrolling interest contributions. |
Payments Due During the Years Ending December 31, | ||||||||||||||||||||
Contractual Obligations | Total | Remainder of 2019 | 2020-2021 | 2022-2023 | Thereafter | |||||||||||||||
Outstanding debt obligations (1) | $ | 327,561 | $ | 166,622 | $ | 66,974 | $ | 93,965 | $ | — | ||||||||||
Interest payments on outstanding debt obligations (2) | 26,344 | 13,691 | 10,015 | 2,638 | — | |||||||||||||||
Finance lease liabilities | 56,796 | 605 | 1,415 | 1,460 | 53,316 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
Three Months Ended March 31, | Increase (Decrease) | Percentage Change | $ Change Due to Acquisitions/Repayments (1) | $ Change Due to Investments Held Throughout Both Periods (2) | |||||||||||||||||||
2019 | 2018 | ||||||||||||||||||||||
Office revenues | $ | 7,117 | $ | 7,599 | $ | (482 | ) | (6 | )% | $ | — | $ | (482 | ) | |||||||||
Hotel revenues | 5,980 | 5,510 | 470 | 9 | % | — | 470 | ||||||||||||||||
Apartment revenues | 1,995 | 1,716 | 279 | 16 | % | — | 279 | ||||||||||||||||
Dividend income from real estate equity securities | 104 | — | 104 | n/a | 104 | — | |||||||||||||||||
Interest income from real estate loan receivable | — | 10 | (10 | ) | (100 | )% | (10 | ) | — | ||||||||||||||
Office expenses | 3,397 | 2,671 | 726 | 27 | % | — | 726 | ||||||||||||||||
Hotel expenses | 5,175 | 4,790 | 385 | 8 | % | — | 385 | ||||||||||||||||
Apartment expenses | 897 | 917 | (20 | ) | (2 | )% | — | (20 | ) | ||||||||||||||
Asset management fees to affiliate | 1,049 | 935 | 114 | 12 | % | 36 | 78 | ||||||||||||||||
General and administrative expenses | 707 | 639 | 68 | 11 | % | n/a | n/a | ||||||||||||||||
Depreciation and amortization | 5,074 | 5,103 | (29 | ) | (1 | )% | — | (29 | ) | ||||||||||||||
Interest expense | 4,961 | 2,897 | 2,064 | 71 | % | — | 2,064 | ||||||||||||||||
Other interest income | 64 | 60 | 4 | 7 | % | n/a | n/a | ||||||||||||||||
Equity in income of unconsolidated entity | 2,800 | 15 | 2,785 | 18,567 | % | — | 2,785 | ||||||||||||||||
Gain (loss) on real estate equity securities | 1,114 | (86 | ) | 1,200 | n/a | 1,200 | — | ||||||||||||||||
Income tax benefit | — | 9 | (9 | ) | (100 | )% | — | (9 | ) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
• | Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period; |
• | Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate; and |
• | Mark to Market adjustments included in net income. These are fair value adjustments to derivative instruments. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect core operating performance. |
For the Three Months Ended March 31, | ||||||||
2019 | 2018 | |||||||
Net loss attributable to common stockholders | $ | (1,535 | ) | $ | (2,867 | ) | ||
Depreciation of real estate assets | 3,527 | 3,187 | ||||||
Amortization of lease-related costs | 1,547 | 1,916 | ||||||
(Gain) loss on real estate equity securities | (1,114 | ) | 86 | |||||
Adjustments for noncontrolling interests (1) | (243 | ) | (224 | ) | ||||
Adjustments for investment in unconsolidated entity (2) | (2,800 | ) | — | |||||
FFO attributable to common stockholders | (618 | ) | 2,098 | |||||
Straight-line rent and amortization of above- and below-market leases | (794 | ) | (1,585 | ) | ||||
Unrealized losses on derivative instruments | (71 | ) | 53 | |||||
Adjustments for noncontrolling interests (1) | (6 | ) | 1 | |||||
MFFO attributable to common stockholders | (1,489 | ) | 567 | |||||
Other capitalized operating expenses (3) | — | (426 | ) | |||||
Adjusted MFFO attributable to common stockholders | $ | (1,489 | ) | $ | 141 |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
Distributions Declared | Distributions Declared Per Class A Share | Distributions Declared Per Class T Share | Distributions Paid | Cash Flows Used in Operations | ||||||||||||||||||||||||
Period | Cash | Reinvested | Total | |||||||||||||||||||||||||
First Quarter 2019 | $ | 1,206 | $ | 0.040 | $ | 0.040 | $ | 550 | $ | 899 | $ | 1,449 | $ | (3,111 | ) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
• | whether the lease stipulates how a tenant improvement allowance may be spent; |
• | whether the lessee or lessor supervises the construction and bears the risk of cost overruns; |
• | whether the amount of a tenant improvement allowance is in excess of market rates; |
• | whether the tenant or landlord retains legal title to the improvements at the end of the lease term; |
• | whether the tenant improvements are unique to the tenant or general purpose in nature; and |
• | whether the tenant improvements are expected to have any residual value at the end of the lease. |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) |
PART I. | FINANCIAL INFORMATION (CONTINUED) |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
PART II. | OTHER INFORMATION |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
PART II. | OTHER INFORMATION (CONTINUED) |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
a) | During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933. |
b) | Not applicable |
c) | We have adopted a share redemption program that may enable stockholders to sell their shares to us in limited circumstances. |
• | Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), we may not redeem shares until the stockholder has held the shares for one year. |
• | During each calendar year, the share redemption program limits the number of shares we may redeem to those that we could purchase with the amount of the net proceeds from the issuance of shares under the dividend reinvestment plan during the prior calendar year provided that the last $0.5 million of net proceeds from the dividend reinvestment plan during the prior year is reserved exclusively for shares redeemed in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” with any excess funds being available to redeem shares not requested in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” during the December redemption date in the current year. We may, however, increase or decrease the funding available for the redemption of shares pursuant to the program upon ten business days’ notice to our stockholders. |
• | During any calendar year, we may redeem no more than 5% of the weighted-average number of shares outstanding during the prior calendar year. |
• | We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. |
• | For those shares held by the redeeming stockholder for at least one year, 92.5% of our most recent estimated NAV per share as of the applicable redemption date; |
• | For those shares held by the redeeming stockholder for at least two years, 95.0% of our most recent estimated NAV per share as of the applicable redemption date; |
• | For those shares held by the redeeming stockholder for at least three years, 97.5% of our most recent estimated NAV per share as of the applicable redemption date; and |
• | For those shares held by the redeeming stockholder for at least four years, 100% of our most recent estimated NAV per share as of the applicable redemption date. |
PART II. | OTHER INFORMATION (CONTINUED) |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds (continued) |
Month | Total Number of Shares Redeemed | Average Price Paid Per Share (1) | Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program | ||||||
January 2019 | 260,225 | $ | 9.50 | (2) | |||||
February 2019 | — | $ | — | (2) | |||||
March 2019 | — | $ | — | (2) | |||||
Total | 260,225 |
Item 3. | Defaults upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Ex. | Description | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
99.1 | ||
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
KBS STRATEGIC OPPORTUNITY REIT II, INC. | |||
Date: | May 14, 2019 | By: | /S/ KEITH D. HALL |
Keith D. Hall | |||
Chief Executive Officer and Director | |||
(principal executive officer) | |||
Date: | May 14, 2019 | By: | /S/ JEFFREY K. WALDVOGEL |
Jeffrey K. Waldvogel | |||
Chief Financial Officer, Treasurer and Secretary | |||
(principal financial officer) |
1. | I have reviewed this quarterly report on Form 10-Q of KBS Strategic Opportunity REIT II, Inc.; |
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: | May 14, 2019 | By: | /S/ KEITH D. HALL |
Keith D. Hall | |||
Chief Executive Officer and Director | |||
(principal executive officer) |
1. | I have reviewed this quarterly report on Form 10-Q of KBS Strategic Opportunity REIT II, Inc.; |
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: | May 14, 2019 | By: | /S/ JEFFREY K. WALDVOGEL |
Jeffrey K. Waldvogel | |||
Chief Financial Officer | |||
(principal financial officer) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: | May 14, 2019 | By: | /S/ KEITH D. HALL |
Keith D. Hall | |||
Chief Executive Officer and Director | |||
(principal executive officer) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
Date: | May 14, 2019 | By: | /S/ JEFFREY K. WALDVOGEL |
Jeffrey K. Waldvogel | |||
Chief Financial Officer | |||
(principal financial officer) |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
May 10, 2019 |
|
Entity Listings [Line Items] | ||
Entity Registrant Name | KBS Strategic Opportunity REIT II, Inc. | |
Entity Central Index Key | 0001580673 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,936,715 | |
Class T | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,230,820 |
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 17,926,128 | 18,103,437 |
Common stock, shares outstanding (in shares) | 17,926,128 | 18,103,437 |
Class T | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 12,216,244 | 12,208,242 |
Common stock, shares outstanding (in shares) | 12,216,244 | 12,208,242 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,086) | $ (3,119) |
Other comprehensive (loss) income: | ||
Foreign currency translation (loss) gain | (52) | 67 |
Total other comprehensive (loss) income | (52) | 67 |
Total comprehensive loss | (2,138) | (3,052) |
Total comprehensive loss attributable to noncontrolling interests | 551 | 252 |
Total comprehensive loss attributable to common stockholders | $ (1,587) | $ (2,800) |
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) $ in Thousands |
Total |
Class A |
Class T |
Total Stockholders’ Equity |
Common Stock
Class A
|
Common Stock
Class T
|
Additional Paid-in Capital |
Cumulative Distributions and Net Losses |
Accumulated Other Comprehensive Income (Loss) |
Noncontrolling Interests |
---|---|---|---|---|---|---|---|---|---|---|
Balance (in shares) at Dec. 31, 2017 | 16,888,940 | 11,031,895 | ||||||||
Balance at Dec. 31, 2017 | $ 219,298 | $ 205,901 | $ 169 | $ 110 | $ 245,077 | $ (39,657) | $ 202 | $ 13,397 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (3,119) | (2,867) | (2,867) | (252) | ||||||
Other comprehensive (loss) income | 67 | 67 | 67 | |||||||
Issuance of common stock (in shares) | 313,416 | 334,373 | ||||||||
Issuance of common stock | 6,230 | 6,230 | $ 3 | $ 3 | 6,224 | |||||
Stock dividends issued (in shares) | 84,889 | 55,896 | ||||||||
Stock dividends issued | 0 | 0 | $ (1) | $ (1) | (1,272) | 1,274 | ||||
Redemptions of common stock (in shares) | (80,127) | (13,762) | ||||||||
Redemptions of common stock | (821) | (821) | $ (1) | $ 0 | (820) | |||||
Transfers from redeemable common stock | 156 | 156 | 156 | |||||||
Distributions declared | (1,082) | (1,082) | (1,082) | |||||||
Commissions on stock sales, dealer manager fees and stockholder servicing fees to affiliate | (323) | (323) | (323) | |||||||
Other offering costs | (61) | (61) | (61) | |||||||
Noncontrolling interests contributions | 403 | 403 | ||||||||
Balance (in shares) at Mar. 31, 2018 | 17,207,118 | 11,408,402 | ||||||||
Balance at Mar. 31, 2018 | 220,748 | 207,200 | $ 172 | $ 114 | 251,525 | (44,880) | 269 | 13,548 | ||
Balance (in shares) at Dec. 31, 2018 | 18,103,437 | 12,208,242 | 18,103,437 | 12,208,242 | ||||||
Balance at Dec. 31, 2018 | 204,438 | 193,270 | $ 181 | $ 122 | 266,339 | (73,461) | 89 | 11,168 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (2,086) | (1,535) | (1,535) | (551) | ||||||
Other comprehensive (loss) income | (52) | (52) | (52) | |||||||
Issuance of common stock (in shares) | 49,225 | 43,979 | ||||||||
Issuance of common stock | 899 | 899 | $ 0 | $ 0 | 899 | |||||
Redemptions of common stock (in shares) | (226,534) | (35,977) | ||||||||
Redemptions of common stock | (2,494) | (2,494) | $ (2) | $ 0 | (2,492) | |||||
Transfers from redeemable common stock | 1,574 | 1,574 | 1,574 | |||||||
Distributions declared | (1,206) | (1,206) | (1,206) | |||||||
Noncontrolling interests contributions | 110 | 110 | ||||||||
Balance (in shares) at Mar. 31, 2019 | 17,926,128 | 12,216,244 | 17,926,128 | 12,216,244 | ||||||
Balance at Mar. 31, 2019 | $ 201,183 | $ 190,456 | $ 179 | $ 122 | $ 266,320 | $ (76,202) | $ 37 | $ 10,727 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Income Statement [Abstract] | ||
Interest capitalized | $ 0 | $ 1,353 |
ORGANIZATION |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION KBS Strategic Opportunity REIT II, Inc. (the “Company”) was formed on February 6, 2013 as a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2014 and intends to continue to operate in such a manner. The Company’s business is conducted through KBS Strategic Opportunity Limited Partnership II (the “Operating Partnership”), a Delaware limited partnership formed on February 7, 2013. The Company is the sole general partner of, and owns a 0.1% partnership interest in, the Operating Partnership. KBS Strategic Opportunity Holdings II LLC (“REIT Holdings”), a Delaware limited liability company formed on February 7, 2013, owns the remaining 99.9% partnership interest in the Operating Partnership and is the sole limited partner. The Company is the sole member and manager of REIT Holdings. The Company has three wholly owned taxable REIT subsidiaries (“TRS”), two of which lease the Company’s hotel properties and in turn contract with independent hotel management companies that manage the day-to-day operations of the Company’s hotels; the third consolidates the Company’s wholly owned TRSs. The Company’s TRSs are subject to federal and state income tax at regular corporate tax rates. Subject to certain restrictions and limitations, the business of the Company has been externally managed by KBS Capital Advisors LLC (the “Advisor”), an affiliate of the Company, since July 2013 pursuant to an advisory agreement (the “Advisory Agreement”). The Advisor conducts the Company’s operations and manages its portfolio of real estate loans, opportunistic real estate and other real estate-related investments. The Advisor has entered into a sub-advisory agreement with STAM, a real estate operating company to provide real estate acquisition and portfolio management services to the Advisor in connection with any investments the Company may make in value-added real estate, distressed debt, and real estate-related investments in Europe. Effective April 17, 2019 STAM terminated the sub-advisory agreement with the Advisor. On July 3, 2013, the Company issued 21,739 shares of its common stock to the Advisor at a purchase price of $9.20 per share. The Company has invested in and manages a portfolio of opportunistic real estate, real estate-related loans, real estate equity securities and other real estate-related investments located in the United States and Europe. As of March 31, 2019, the Company had invested in two hotel properties, four office properties, one apartment building, an investment in an unconsolidated entity and an investment in real estate equity securities. Additionally, as of March 31, 2019, the Company had entered into a consolidated joint venture to develop one retail property. From July 3, 2013 to August 11, 2014, the Company conducted a private placement offering (the “Private Offering”) exempt from registration under Regulation D of the Securities Act of 1933, as amended (the “Act”). The Company sold 3,619,851 shares of common stock for gross offering proceeds of $32.2 million in the Private Offering. On November 14, 2013, the Company filed a registration statement on Form S-11 with the Securities and Exchange Commission (the “SEC”) to offer a maximum of 180,000,000 shares of common stock for sale to the public (the “Public Offering”), of which 100,000,000 shares were registered in a primary offering and 80,000,000 shares were registered to be sold under the Company’s dividend reinvestment plan. The SEC declared the Company’s registration statement effective on August 12, 2014. On February 11, 2016, the Company filed an amended registration statement on Form S-11 with the SEC to offer a second class of common stock designated as Class T shares and to designate its initially offered and outstanding common stock as Class A shares. Pursuant to the amended registration statement, the Company is offering to sell any combination of Class A and Class T shares in the Public Offering but in no event may the Company sell more than 180,000,000 of shares of its common stock pursuant to the Public Offering. The Company commenced offering Class T shares of common stock for sale to the public on February 17, 2016. KBS Capital Markets Group LLC (the “Dealer Manager”), an affiliate of the Advisor, serves as the dealer manager of the Public Offering pursuant to a dealer manager agreement originally dated August 12, 2014 and amended and restated February 17, 2016 (the “Dealer Manager Agreement”). Previously the Dealer Manager served as dealer manager for the Private Offering. The Dealer Manager is responsible for marketing the Company’s shares. The Company ceased offering shares of common stock in the primary portion of the Public Offering on July 31, 2018 and terminated the primary portion of the Public Offering on September 28, 2018. The Company continues to offer shares of common stock under its dividend reinvestment plan. In some states, the Company will need to renew the registration statement annually or file a new registration statement to continue its dividend reinvestment plan offering. The Company may terminate its dividend reinvestment plan offering at any time. The Company sold 11,977,758 and 11,537,701 shares of Class A and Class T common stock, respectively, in the Public Offering for aggregate gross offering proceeds of $228.6 million. As of March 31, 2019, the Company had sold 651,687 and 269,116 shares of Class A and Class T common stock, respectively, under its dividend reinvestment plan for aggregate gross offering proceeds of $8.5 million. Also as of March 31, 2019, the Company had redeemed 670,077 and 99,903 shares of Class A and Class T common stock, respectively, for $6.9 million. In addition, the Company raised $4.2 million in separate private transactions exempt from the registration requirements of the Act pursuant to Section 4(2) of the Act. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2018, except for the Company’s adoption of the lease accounting standards issued by the Financial Accounting Standards Board (“FASB”) effective on January 1, 2019. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC. Principles of Consolidation and Basis of Presentation The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the FASB Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership and their direct and indirect wholly owned subsidiaries and joint ventures in which the Company has a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Reclassifications Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Upon adoption of the lease accounting standards of Topic 842 on January 1, 2019 (described below), the Company accounted for tenant reimbursements for property taxes, insurance and common area maintenance as variable lease payments and recorded these amounts as rental income. For the three months ended March 31, 2018, the Company reclassified $0.6 million and $6,000 of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to office revenues and apartment revenues, respectively, for comparability purposes. In addition, upon adoption of the lease accounting standards of Topic 842, the Company’s two ground leases which were classified as capital leases under ASC 840 were reclassified as finance leases under ASC 842. The existing capital lease assets were reclassified as right-of-use assets and the existing obligation as lease liabilities as of January 1, 2019. The reclassification of these ground leases did not have a material impact to the Company’s financial statements as the accounting and presentation of the related assets and liabilities on the Company’s balance sheet as of March 31, 2019 was consistent with the previous periods. The Company’s two ground leases had an aggregate right-of-use asset of $8.6 million and an aggregate lease liability of $8.4 million as of March 31, 2019, which are included in total real estate, net and other liabilities, respectively, on the Company’s consolidated balance sheet. Revenue Recognition - Operating Leases Office and Apartment Revenues On January 1, 2019, the Company adopted the lease accounting standards under Topic 842 including the package of practical expedients for all leases that commenced before the effective date of January 1, 2019. Accordingly, the Company (i) did not reassess whether any expired or existing contracts are or contain leases, (ii) did not reassess the lease classification for any expired or existing lease, and (iii) did not reassess initial direct costs for any existing leases. The Company did not elect the practical expedient related to using hindsight to reevaluate the lease term. In addition, the Company adopted the practical expedient for land easements and did not assess whether existing or expired land easements that were not previously accounted for as leases under the lease accounting standards of Topic 840 are or contain a lease under Topic 842. In addition, Topic 842 provides an optional transition method to allow entities to apply the new lease accounting standards at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. The Company adopted this transition method upon its adoption of the lease accounting standards of Topic 842, which did not result in a cumulative effect adjustment to the opening balance of retained earnings on January 1, 2019. The Company’s comparative periods presented in the financial statements will continue to be reported under the lease accounting standards of Topic 840. In accordance with Topic 842, tenant reimbursements for property taxes and insurance are included in the single lease component of the lease contract (the right of the lessee to use the leased space) and therefore are accounted for as variable lease payments and are recorded as rental income on the Company’s statement of operations beginning January 1, 2019. In addition, the Company adopted the practical expedient available under Topic 842 to not separate nonlease components from the associated lease component and instead to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue recognition standard (Topic 606) and if certain conditions are met, specifically related to tenant reimbursements for common area maintenance which would otherwise be accounted for under the revenue recognition standard. The Company believes the two conditions have been met for tenant reimbursements for common area maintenance as (i) the timing and pattern of transfer of the nonlease components and associated lease components are the same and (ii) the lease component would be classified as an operating lease. Accordingly, tenant reimbursements for common area maintenance are also accounted for as variable lease payments and recorded as rental income on the Company’s statement of operations beginning January 1, 2019. The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is probable and records amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:
The Company leases apartment units under operating leases with terms generally of one year or less. Generally, credit investigations will be performed for prospective residents and security deposits will be obtained. The Company recognizes rental revenue, net of concessions, on a straight-line basis over the term of the lease, when collectibility is determined to be probable. In accordance with Topic 842, the Company makes a determination of whether the collectibility of the lease payments in an operating lease is probable. If the Company determines the lease payments are not probable of collection, the Company would fully reserve for any contractual lease payments, deferred rent receivable, and tenant reimbursements and would recognize rental income only if cash is received. Beginning January 1, 2019, these changes to the Company’s collectibility assessment are reflected as an adjustment to rental income included in office revenues and apartment revenues in the Company’s consolidated statement of operations. Prior to January 1, 2019, bad debt expense related to uncollectible accounts receivable and deferred rent receivable was included in office expenses and apartment expenses in the Company’s consolidated statement of operations. Any subsequent changes to the collectibility of the allowance for doubtful accounts as of December 31, 2018, which was recorded prior to the adoption of Topic 842, are recorded in office expenses and apartment expenses in the Company’s consolidated statement of operations. Beginning January 1, 2019, the Company, as a lessor, records costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as legal costs incurred to negotiate an operating lease, as an expense and classify such costs as operating, maintenance, and management expense, which is included in office expenses in the Company’s consolidated statement of operations, as these costs are no longer capitalizable under the definition of initial direct costs under Topic 842. Segments The Company has invested in opportunistic real estate investments, real estate equity securities and originated a loan secured by a non-stabilized real estate asset, which was repaid on January 12, 2018. In general, the Company intends to hold its investments in opportunistic real estate, real estate equity securities and other real estate-related assets for capital appreciation. Traditional performance metrics of opportunistic real estate and other real estate-related assets may not be meaningful as these investments are generally non-stabilized and do not provide a consistent stream of interest income or rental revenue. These investments exhibit similar long-term financial performance and have similar economic characteristics. These investments typically involve a higher degree of risk and do not provide a constant stream of ongoing cash flows. As a result, the Company’s management views opportunistic real estate and other real estate-related assets as similar investments. Substantially all of its revenue and net income (loss) is from opportunistic real estate and other real estate-related assets, and therefore, the Company currently aggregates its operating segments into one reportable business segment. In addition, the Company has invested in a participating loan facility secured by a portfolio of light industrial properties located in Europe. However, based on the Company’s investment portfolio and future investment focus, the Company does not believe that its investment in the European asset is a reportable segment. Per Share Data Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock issued and outstanding for each class of share outstanding during such period. Diluted net income (loss) per share of common stock equals basic net income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the three months ended March 31, 2019 and 2018. For the purpose of determining the weighted-average number of shares outstanding, stock dividends issued are adjusted retroactively and treated as if they were issued and outstanding for all periods presented. From March 2015 through November 2018, the Company’s board of directors declared and issued stock dividends on shares of the Company’s common stock. During the three months ended March 31, 2018, the Company’s board of directors declared 0.005001 shares per share outstanding and, accordingly, issued 140,785 shares. The amount declared per share outstanding included monthly dividends and assumed each share was issued and outstanding for the entire period presented. Stock dividends were issued in the same class of shares as the shares for which such stockholder received the stock dividend. Stock dividends are non-taxable to stockholders at the time of issuance. During the Company’s offering stage and through November 2018, the Company’s board of directors declared stock dividends on a set monthly basis based on monthly record dates. The Company currently does not expect its board of directors to declare additional monthly stock dividends. Cash distributions declared per share of Class A and Class T common stock were $0.03995833 for the three months ended March 31, 2019. Distributions declared per common share assumes each share was issued and outstanding each day that was a record date for distributions and were based on a monthly record date for each month during the periods commencing January 2019 through March 2019. Cash distributions declared per share of Class A common stock were $0.04729320 for the three months ended March 31, 2018. Cash distributions declared per share of Class T common stock were $0.02444609 for the three months ended March 31, 2018. Until the Company ceased offering shares of common stock in the Public Offering on July 31, 2018, the declared rate of cash distributions for Class T Shares was different than the rate declared for the Class A Shares by an amount equivalent to any applicable daily stockholder servicing fees. Distributions declared per share of Class A common stock assumes each share was issued and outstanding each day that was a record date during the three months ending March 31, 2018. Distributions declared per share of Class T common stock assumes each share was issued and outstanding each day that was a record date during the three months ending March 31, 2018. Each day during the period from January 1, 2018 through March 31, 2018 was a record date for distributions. Distributions for January 1, 2018 through March 31, 2018 were calculated based on stockholders of record each day during the period at a rate of $0.00052548 per share per day, all of which were reduced by the applicable daily stockholder servicing fees accrued for and allocable to any class of common stock, divided by the number of shares of common stock of such class outstanding as of the close of business on each respective record date. The Company uses the two-class method to calculate earnings per share. Basic earnings per share is calculated based on dividends declared (“distributed earnings”) and the rights of common shares and participating securities in any undistributed earnings, which represents net income remaining after deduction of dividends declared during the period. The undistributed earnings are allocated to all outstanding common shares based on the relative percentage of each class of shares to the total number of outstanding shares. The Company does not have any participating securities outstanding other than Class A Common Stock and Class T Common stock during the periods presented. The Company’s calculated earnings per share for the three months ended March 31, 2019 and 2018 were as follows (in thousands, except share and per share amounts):
Square Footage, Occupancy and Other Measures Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. Recently Issued Accounting Standards Updates In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU No. 2016-13”). ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU No. 2016-13 also amends the impairment model for available-for-sale securities. An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required. ASU No. 2016-13 also requires new disclosures. For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due. ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement (“ASU No. 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. ASU No. 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for the timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and to disclose the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop the Level 3 fair value measurement. In addition, public entities are required to provide information about the measurement uncertainty of recurring Level 3 fair value measurements from the use of significant unobservable inputs if those inputs reasonably could have been different at the reporting date. ASU No. 2018-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is still evaluating the impact of adopting ASU No. 2018-13 on its financial statements, but does not expect the adoption of ASU No. 2018-13 to have a material impact on its financial statements. |
REAL ESTATE |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REAL ESTATE | REAL ESTATE As of March 31, 2019, the Company’s real estate portfolio was composed of two hotel properties, four office properties and one apartment building. In addition, as of March 31, 2019, the Company has entered into a consolidated joint venture to develop one retail property. The following table summarizes the Company’s real estate as of March 31, 2019 and December 31, 2018 (in thousands):
The following table provides summary information regarding the Company’s real estate as of March 31, 2019 (in thousands):
_____________________ (1) Building and improvements includes construction costs for the Company’s project that was under development. (2) The Company acquired the rights to a leasehold interest with respect to this property, which was accounted for as a finance lease. The Company applied a 6.1% discount rate to the finance lease and the lease expires on January 31, 2114. As of March 31, 2019, the finance lease right-of-use asset had a carrying value of $6.8 million included in building and improvements. No depreciation or amortization was recorded to this property as of March 31, 2019. (3) The Company acquired the rights to a leasehold interest with respect to the land at this property, which was accounted for as a finance lease. The Company applied a 5.4% discount rate to the finance lease and as of March 31, 2019, the finance lease had a weighted average remaining lease term of 3.3 years. As of March 31, 2019, the finance lease right-of-use asset had a carrying value of $1.9 million included in land. Office Properties As of March 31, 2019, the Company owned four office properties encompassing in the aggregate 864,940 rentable square feet which were 69% occupied. The following table provides detailed information regarding the Company’s office revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
_____________________ (1) For the three months ended March 31, 2018, the Company reclassified $0.6 million of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. (2) On October 1, 2018, the Company placed the development of 210 West 31st Street on hold and began expensing certain costs that were previously capitalized. Included in office expenses for the three months ended March 31, 2019 is $0.3 million of operating, maintenance and management and $0.1 million of real estate taxes and insurance for 210 West 31st Street. Operating Leases The Company’s office properties are leased to tenants under operating leases for which the terms and expirations vary. As of March 31, 2019, the leases had remaining terms, excluding options to extend, of up to 9.4 years with a weighted-average remaining term of 3.7 years. Some of the leases may have provisions to extend the term of the lease, options for early termination for all or a part of the leased premises after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to office tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $1.1 million and $1.3 million as of March 31, 2019 and December 31, 2018, respectively. During the three months ended March 31, 2019 and 2018, the Company recognized deferred rent from tenants of $0.1 million and $0.6 million, respectively, net of lease incentive amortization. As of March 31, 2019 and December 31, 2018, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $2.9 million and $2.8 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $0.2 million of unamortized lease incentives as of March 31, 2019 and December 31, 2018. As of March 31, 2019, the future minimum rental income from the Company’s office properties under its non-cancelable operating leases was as follows (in thousands):
As of March 31, 2019, the Company’s commercial real estate properties were leased to approximately 100 tenants over a diverse range of industries and geographic areas. As of March 31, 2019, the highest tenant industry concentrations (greater than 10% of annualized base rent) in the Company’s portfolio were as follows:
_____________________ (1) Annualized base rent represents annualized contractual base rental income as of March 31, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. No other tenant industries accounted for more than 10% of annualized base rent. No tenant accounted for more than 10% of annualized base rent. No material tenant credit issues have been identified at this time. During the three months ended March 31, 2019, the Company did not record any adjustment to office revenues for lease payments deemed not probable of collection. During the three months ended March 31, 2019, the Company recorded bad debt recovery of $0.1 million, which was included in office expenses in the accompanying consolidated statements of operations. During the three months ended March 31, 2018, the Company recorded bad debt expense of $0.1 million, which was included in office expenses in the accompanying consolidated statements of operations. Hotel Properties As of March 31, 2019, the Company owned two hotel properties. The following table provides detailed information regarding the Company’s hotel revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
Contract liabilities The following table summarizes the Company’s contract liabilities, which are comprised of advanced deposits and are included in other liabilities in the accompanying consolidated balance sheets, as of March 31, 2019 and December 31, 2018 (in thousands):
Apartment Property As of March 31, 2019, the Company owned one apartment property with 292 units which was 91% occupied. The following table provides detailed information regarding the Company’s apartment revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
_____________________ (1) For the three months ended March 31, 2018, the Company reclassified $6,000 of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. Geographic Concentration Risk As of March 31, 2019, the Company’s real estate investments in California represented 55.6% of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the California real estate market. Any adverse economic or real estate developments in this market, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders. |
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES |
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Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES | TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES As of March 31, 2019 and December 31, 2018, the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities (excluding fully amortized assets and liabilities and accumulated amortization) were as follows (in thousands):
Increases (decreases) in net income as a result of amortization of the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities for the three months ended March 31, 2019 and 2018 were as follows (in thousands):
As of March 31, 2019 and December 31, 2018, the Company had recorded a housing subsidy intangible asset, net of amortization, which is included in prepaid expenses and other assets in the accompanying balance sheets, of $2.3 million and $2.4 million, respectively, which is amortized on a straight line basis over 31.8 years. During each of the three months ended March 31, 2019 and 2018, the Company recorded amortization expense of $20,000 related to the housing subsidy intangible asset. Additionally, as of March 31, 2019 and December 31, 2018, the Company had recorded property tax abatement intangible assets, net of amortization, which are included in prepaid expenses and other assets in the accompanying balance sheets, of $2.2 million and $2.3 million, respectively, which are amortized on a straight line basis over a range of 0.7 to 6.6 years. During each of the three months ended March 31, 2019 and 2018, the Company recorded amortization expense of $0.1 million related to the property tax abatement intangible assets. |
REAL ESTATE EQUITY SECURITIES |
3 Months Ended |
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Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
REAL ESTATE EQUITY SECURITIES | REAL ESTATE EQUITY SECURITIES The Company’s real estate equity securities are carried at their estimated fair value based on quoted market prices for the security. Transaction costs that are directly attributable to the acquisition of real estate equity securities are capitalized to its cost basis. Unrealized gains and losses on real estate equity securities are recognized in earnings. As of March 31, 2019 and December 31, 2018, the Company owned 1,160,591 shares of common stock of Franklin Street Properties Corp. (NYSE Ticker: FSP). As of March 31, 2019 and December 31, 2018, the total book value of the Company’s real estate equity securities was $8.3 million and $7.2 million, respectively. During the three months ended March 31, 2019, the Company recognized $0.1 million of dividend income from real estate equity securities. |
INVESTMENT IN UNCONSOLIDATED ENTITY |
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Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED ENTITY | INVESTMENT IN UNCONSOLIDATED ENTITY On June 28, 2016, the Company originated a participating loan facility in an amount up to €2.6 million ($2.9 million at closing). The Company funded approximately €2.1 million ($2.3 million at closing). The proceeds were used by STAM to fund a 5% general partner interest in a joint venture acquiring a portfolio of light industrial properties located throughout France. The total acquisition cost of the portfolio was approximately €95.5 million ($105.6 million at closing). Under the terms of the participating loan facility, the Company participates in the expected residual profits of the portfolio and the terms are structured in a manner such that the risks and rewards of the arrangement are similar to those associated with an investment in a real estate joint venture. Accordingly, the participating loan facility is accounted for under the equity method of accounting. In addition to the amount funded at closing, the Company also capitalized an additional $0.2 million of acquisition costs and fees. During the three months ended March 31, 2018, the Company recognized $15,000 of income with respect to this investment. During the three months ended March 31, 2019, STAM completed the liquidation of the portfolio and the Company recognized $2.8 million of income with respect to this investment. As of March 31, 2019, the Company’s investment in unconsolidated entity was $5.6 million. On May 9, 2019, the Company received a distribution in the amount of €4.5 million or $5.1 million. |
NOTES PAYABLE |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE | NOTES PAYABLE As of March 31, 2019 and December 31, 2018, the Company’s notes payable consisted of the following (in thousands):
_____________________ (1) Contractual interest rate represents the interest rate in effect under the loan as of March 31, 2019. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2019 (consisting of the contractual interest rate, contractual floor rates and the effects of interest rate caps, if applicable), using interest rate indices at March 31, 2019, where applicable. (2) As of March 31, 2019, $8.6 million had been disbursed to the Company and up to $0.9 million is available for future disbursements to be used for tenant improvement costs, capital improvements costs and leasing commissions, subject to certain terms and conditions contained in the loan documents. Beginning August 1, 2019, monthly payments include principal amortization payments of $10,000 per month. (3) As of March 31, 2019, $95.6 million had been disbursed to the Company and up to $7.8 million is available for future disbursements to be used for tenant improvements and leasing commissions, subject to certain terms and conditions contained in the loan documents. Beginning October 1, 2020, monthly payments will include principal and interest with principal payments of $110,000 or, in the event the Company repays any principal of the loan amount, with principal payments calculated using an amortization schedule of 30 years and an annual interest rate of 6.0%, subject to certain terms and conditions contained in the loan documents. (4) As of March 31, 2019, $22.3 million had been disbursed to the Company and up to $11.8 million is available for future disbursements to be used for tenant improvements and leasing expenses, subject to certain terms and conditions contained in the loan documents. The Madison Square Mortgage Loan bears interest at a floating rate of 405 basis points over one-month LIBOR, but at no point shall the interest rate be less than 5.05%. The property securing this mortgage loan was formerly known as Grace Court and was re-named Madison Square in connection with the Company’s re-branding strategy of the property. During the three months ended March 31, 2019 and 2018, the Company incurred $5.0 million and $2.9 million, respectively, of interest expense. Included in interest expense was: (i) the amortization of deferred financing costs of $0.4 million for each of the three months ended March 31, 2019 and 2018, (ii) the capitalization of interest to building and improvements related to its redevelopment project at 210 West 31st Street of $1.4 million for the three months ended March 31, 2018, (iii) an unrealized loss of $6,000 and an unrealized gain of $30,000 on interest rate cap agreements for the three months ended March 31, 2019 and 2018, respectively, and (iv) $0.1 million of interest on finance leases for each of the three months ended March 31, 2019 and 2018. As of March 31, 2019 and December 31, 2018, the Company’s interest payable was $1.4 million. The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of March 31, 2019 (in thousands):
The Company’s notes payable contain financial and non-financial debt covenants. As of March 31, 2019, the Company was in compliance with all debt covenants, except that the borrower under the Madison Square Mortgage Loan was out of debt service coverage compliance. Such non-compliance does not constitute an event of default under the loan agreement. As a result of such non-compliance, the Company is required to maintain an interest shortfall reserve. The Company’s note payable with respect to the Springmaid Beach Resort Mortgage Loan requires the Company to maintain a minimum working capital reserve in an amount sufficient to fund the working capital requirements of the Springmaid Beach Resort through the off-peak season, which amount shall be reduced by any amounts for working capital reserved by the third-party hotel operator. The working capital reserve was included in restricted cash on the accompanying consolidated balance sheets. |
DERIVATIVE INSTRUMENTS |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS The Company enters into derivative instruments for risk management purposes to hedge its exposure to cash flow variability caused by changing interest rates. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its investment return objectives. The Company does not enter into the derivatives for speculative purposes. The Company enters into interest rate caps to mitigate its exposure to rising interest rates on its variable rate notes payable. The values of interest rate caps are primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of interest rate caps. As the remaining life of an interest rate cap decreases, the value of the instrument will generally decrease towards zero. As of March 31, 2019, the Company had four interest rate caps outstanding, which were not designated as hedging instruments. The following table summarizes the notional amount and other information related to the Company’s derivative instruments as of March 31, 2019 and December 31, 2018. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):
During the three months ended March 31, 2019, the Company recorded an unrealized loss of $6,000 on interest rate cap agreements, which was included in interest expense on the accompanying consolidated statements of operations. During the three months ended March 31, 2018, the Company recorded an unrealized gain of $30,000 on interest rate cap agreements, which was included as an offset to interest expense on the accompanying consolidated statements of operations. The Company enters into foreign currency forward contracts to mitigate its exposure to foreign currency exchange rate movements on its investment in unconsolidated entity. The foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. The following table summarizes the notional amount and other information related to the Company’s foreign currency forward contract as of March 31, 2019. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (currency in thousands):
_____________________ (1) On May 9, 2019, the Company terminated its foreign currency forward contract. During the three months ended March 31, 2019, the Company recorded a foreign currency gain of $0.1 million on the foreign currency forward contract, which is included as an offset to general and administrative expenses on the accompanying consolidated statements of operations. During the three months ended March 31, 2018, the Company recorded a foreign currency loss of $0.1 million on the foreign currency forward contract, which is included in general and administrative expenses on the accompanying consolidated statements of operations. The fair value of the foreign currency forward contract was $0.1 million asset as of March 31, 2019 and December 31, 2018, which is included in prepaid expenses and other assets on the accompanying balance sheets. |
FAIR VALUE DISCLOSURES |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other non-financial and financial assets at fair value on a non-recurring basis (e.g., carrying value of impaired real estate loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and for which markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments for which markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The following is a summary of the methods and assumptions used by management in estimating the fair value of each class of assets and liabilities for which it is practicable to estimate the fair value: Cash and cash equivalents, restricted cash, rent and other receivables and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items. Real estate equity securities: The Company’s real estate equity securities are presented at fair value on the accompanying consolidated balance sheet. The fair values of real estate equity securities were based on a quoted price in an active market on a major stock exchange. The Company classifies these inputs as Level 1 inputs. Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets. The valuation of these instruments are determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair value of interest rate caps (floors) are determined using the market standard methodology of discounting the future expected cash payments (receipts) which would occur if variable interest rates rise above (below) the strike rate of the caps (floors). The variable interest rates used in the calculation of projected payments (receipts) on the cap (floor) are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities. The fair value of foreign currency forward contract are valued by comparing the contracted forward exchange rate to the current market exchange rate. Notes payable: The fair value of the Company’s notes payable are estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs. The following were the face value, carrying amount and fair value of the Company’s financial instruments as of March 31, 2019 and December 31, 2018, which carrying amounts do not approximate the fair values (in thousands):
Disclosure of the fair value of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of value at a future date could be materially different. As of March 31, 2019, the Company measured the following assets at fair value on a recurring basis (in thousands):
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RELATED PARTY TRANSACTIONS |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company has entered into the Advisory Agreement with the Advisor and dealer manager agreements with the Dealer Manager, with respect to the Private Offering and the Public Offering. These agreements entitle the Advisor and the Dealer Manager to specified fees upon the provision of certain offering-related services and the investment of funds in real estate-related investments, among other services, as well as reimbursement of organization and offering costs incurred by the Advisor and the Dealer Manager on behalf of the Company and certain costs incurred by the Advisor in providing services to the Company. In addition, the Advisor is entitled to certain other fees, including an incentive fee upon achieving certain performance goals, as described in the Advisory Agreement. The Advisor also serves or has served as the advisor for KBS Real Estate Investment Trust, Inc. (“KBS REIT I”), KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”), KBS Real Estate Investment Trust III, Inc. (“KBS REIT III”), KBS Legacy Partners Apartment REIT, Inc. (“KBS Legacy Partners Apartment REIT”), KBS Strategic Opportunity REIT, Inc. (“KBS Strategic Opportunity REIT”) and KBS Growth & Income REIT, Inc. (“KBS Growth & Income REIT”). The Dealer Manager also serves as the dealer manager for the KBS dividend reinvestment plan offerings for KBS Strategic Opportunity REIT, KBS REIT III and KBS Growth & Income REIT. On January 6, 2014, the Company, together with KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT, the Dealer Manager, the Advisor and other KBS-affiliated entities, entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage were shared. The cost of these lower tiers was allocated by the Advisor and its insurance broker among each of the various entities covered by the program, and was billed directly to each entity. In June 2015, KBS Growth & Income REIT was added to the insurance program at terms similar to those described above. KBS REIT I elected to cease participation in the program at the June 2017 renewal and obtained separate insurance coverage. At renewal in June 2018, the Company, KBS Strategic Opportunity REIT and KBS Legacy Partners Apartment REIT elected to cease participation in the program and obtain separate insurance coverage. The Company, together with KBS Strategic Opportunity REIT, entered into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage are shared. The cost of these lower tiers is allocated by the Advisor and its insurance broker among each REIT covered by the program, and is billed directly to each REIT. The program is effective through June 30, 2019. During the three months ended March 31, 2019 and 2018, no other business transactions occurred between the Company and these other KBS-sponsored programs. The Advisory Agreement has a one-year term that expires August 12, 2019. The Company may terminate the Advisory Agreement on 30 days’ written notice and the Advisor may terminate on 90 days’ written notice. The Advisor in its sole discretion may defer any fee payable to it under the Advisory Agreement. All or any portion of such fee not taken may be deferred without interest and paid when the Advisor determines. Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three months ended March 31, 2019 and 2018, respectively, and any related amounts payable as of March 31, 2019 and December 31, 2018 (in thousands):
_____________________ (1) Reimbursable operating expenses primarily consists of internal audit personnel costs, accounting software and cyber-security related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $0.1 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively, and were the only employee costs reimbursed under the Advisory Agreement for the three months ended March 31, 2019 and 2018. The Advisor may seek reimbursement for certain other employee costs under the Advisory Agreement. The Company will not reimburse for employee costs in connection with services for which the Advisor earns acquisition or origination fees or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company. (2) Reflects the stockholder servicing fee paid based on the terms of the Class T Shares. Pursuant to the terms of the Class T shares as set forth in the Articles Supplementary and Multiple Class Plan of the Company, the Company ceased accruing for stockholder servicing fees after July 31, 2018. (3) See “Other Offering Costs” below. Other Offering Costs Organization and offering costs (other than selling commissions, dealer manager fees and the stockholder servicing fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company or may be paid directly by the Company. These offering costs include all expenses incurred by the Company in connection with the Private Offering and the Public Offering. Organization costs include all expenses incurred by the Company in connection with the formation of the Company, including but not limited to legal fees and other costs to incorporate the Company. The Company recorded $1.0 million of offering costs (other than selling commissions and dealer manager fees) related to the Private Offering, all of which was initially paid by the Advisor or its affiliates on behalf of the Company and subsequently reimbursed by the Company. In addition, the Company paid $1.9 million in selling commissions and dealer manager fees related to the Private Offering. During the Public Offering, pursuant to the Advisory Agreement and the Dealer Manager Agreement, the Company is obligated to reimburse the Advisor, the Dealer Manager or their affiliates, as applicable, for organization and other offering costs paid by them on behalf of the Company, provided that no reimbursements made by the Company to the Advisor or the Dealer Manager may cause total organization and offering expenses incurred by the Company in connection with the Public Offering (including selling commissions, dealer manager fees and the stockholder servicing fee) to exceed 15% of the aggregate gross proceeds from the Public Offering as of the date of reimbursement. In addition, the Advisor and its affiliates reimbursed the Company to the extent that the organization and other offering expenses (which exclude selling commissions, dealer manager fees and stockholder servicing fees) paid directly or reimbursed by the Company in connection with the primary portion of the Public Offering, regardless of when incurred, exceeded 1.0% of gross offering proceeds from the primary portion of the Public Offering. The Advisor and its affiliates are responsible for any organization and other offering expenses related to the primary portion of the Public Offering to the extent they exceed 1.0% of gross proceeds from the primary portion of the Public Offering. Through March 31, 2019, the Advisor and its affiliates had incurred organization and other offering costs (which exclude selling commissions dealer manager fees and stockholder servicing fees) on the Company’s behalf in connection with the Public Offering of approximately $11.4 million. As of March 31, 2019, the Company had recorded $14.5 million in selling commissions and dealer manager fees and $1.7 million of stockholder servicing fees. As of March 31, 2019, the Company had recorded $2.3 million of other organization and offering expenses, which amounts represent the Company’s maximum liability for organization and other offering costs as of March 31, 2019 based on the 1.0% limitation described above. In addition, as of March 31, 2019, the Advisor had incurred $0.1 million in organization and offering costs on behalf of the Company in connection with a proposed follow-on offering the Company filed with the SEC on August 10, 2017. On December 18, 2018, the Company withdrew the proposed follow-on offering. |
COMMITMENTS AND CONTINGENCIES |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Management Agreement Springmaid Beach Resort The consolidated joint venture entity through which the Company leases the operations for Springmaid Beach Resort has entered into a management agreement with Doubletree Management LLC, an independent third-party hotel operator (the “Operator”) pursuant to which the Operator will manage and operate the Springmaid Beach Resort. The hotel was branded a DoubleTree by Hilton in September 2016 (the “Brand Commencement Date”). The management agreement expires on December 31 of the 20th full year following the Brand Commencement Date. Upon mutual agreement, the parties may extend the term of the agreement for two successive periods of five years each. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the management agreement upon written notice to the defaulting party with no termination fee payable to Doubletree. In addition, the Company has the right to terminate the management agreement without the payment of a termination fee if Doubletree fails to achieve certain criteria relating to the performance of the hotel for any two consecutive years following the Brand Commencement Date. Under certain circumstances following a casualty or condemnation event, either party may terminate the management agreement provided Doubletree receives a termination fee an amount equal to two years of the base fee. The Company is permitted to terminate the management agreement upon a sale, lease or other transfer of the Springmaid Beach Resort any time so long as the buyer is approved for, and enters into a DoubleTree by Hilton franchise agreement for the balance of the agreement’s term. Finally, the Company is restricted in its ability to assign the management agreement upon a sale, lease or other transfer the Springmaid Beach Resort unless the transferee is approved by Doubletree to assume the management agreement. Pursuant to the management agreement the Operator receives the following fees:
The management agreement contains specific standards for the operation and maintenance of the hotel, which allows the Operator to maintain uniformity in the system created by the Operator’s franchise. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage and protection of trademarks. Compliance with the management agreement will require the Company to make significant expenditures for capital improvements. During each of the three months ended March 31, 2019 and 2018, the Company incurred $0.1 million of fees related to the management agreement, which are included in hotel expenses on the accompanying consolidated statements of operations. Q&C Hotel A wholly owned subsidiary of the joint venture through which the Company leases the operations of the Q&C Hotel (“Q&C Hotel Operations”) has entered into a management agreement with Encore Hospitality, LLC (“Encore Hospitality”), an affiliate of the joint venture partner, pursuant to which Encore Hospitality will manage and operate the Q&C Hotel. The management agreement expires on December 17, 2035. Subject to certain conditions, Encore Hospitality may extend the term of the agreement for a period of five years. Pursuant to the management agreement Encore Hospitality will receive a base fee, which is 4.0% of gross revenue (as defined in the management agreement). During each of the three months ended March 31, 2019 and 2018, the Company incurred $0.1 million of fees related to the management agreement, which are included in hotel expenses on the accompanying consolidated statements of operations. Q&C Hotel Operations has also entered into a franchise agreement with Marriott International (“Marriott”) pursuant to which Marriott has granted Q&C Hotel Operations a limited, non-exclusive license to establish and operate the Q&C Hotel using certain of Marriott’s proprietary marks and systems and the hotel was branded as a Marriott Autograph Collection hotel on May 25, 2016. The franchise agreement will expire on May 25, 2041. Pursuant to the franchise agreement, Q&C Hotel Operations pays Marriott a monthly franchise fee equal to a percent of gross room sales on a sliding scale that is initially 2% and increases to 5% on May 25, 2019 and a monthly marketing fund contribution fee equal to 1.5% of the Q&C Hotel’s gross room sales. In addition, the franchise agreement requires the maintenance of a reserve account to fund all renovations at the hotel based on a percentage of gross revenues which starts at 2% of gross revenues and increases to 5% of gross revenues on May 25, 2019. Q&C Hotel Operations is also responsible for the payment of certain other fees, charges and costs as set forth in the agreement. During the three months ended March 31, 2019 and 2018, the Company incurred $0.2 million and $0.3 million, respectively, of fees related to the Marriott franchise agreement. In addition, in connection with the execution of the franchise agreement, SOR US Properties II is providing an unconditional guarantee that all Q&C Hotel Operations’ obligations under the franchise agreement will be punctually paid and performed. Finally, certain transfers of the Q&C Hotel or an ownership interest therein are subject to a notice and consent requirement, and the franchise agreement further provides Marriott with a right of first refusal with respect to a sale of the hotel to a competitor of Marriott. Lease Obligations As of March 31, 2019, the Company had leasehold interests expiring on various expiration dates between April 1, 2019 and 2114. Future minimum lease payments owed by the Company under the finance leases as of March 31, 2019 are as follows (in thousands):
_____________________ (1) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company’s incremental borrowing rate at acquisition. (2) The present value of net minimum lease payments are presented in other liabilities in the accompanying consolidated balance sheets. Economic Dependency The Company is dependent on the Advisor for certain services that are essential to the Company, including the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that the Advisor is unable to provide these services, the Company will be required to obtain such services from other sources. Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations as of March 31, 2019. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. Legal Matters From time to time, the Company is a party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require accrual or disclosure of the contingency and the possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote. |
SUBSEQUENT EVENTS |
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Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the consolidated financial statements are issued. Cash Distributions Paid On April 1, 2019, the Company paid distributions of $0.2 million related to a monthly distribution in the amount of $0.00799167 per share on the outstanding shares of all classes of its common stock as of March 18, 2019. On May 1, 2019, the Company paid distributions of $0.2 million related to a monthly distribution in the amount of $0.00799167 per share on the outstanding shares of all classes of its common stock as of April 18, 2019. Distributions Declared On May 13, 2019, the Company’s board of directors declared monthly distributions in the amount of $0.00799167 per share on the outstanding shares of all classes of its common stock as of May 17, 2019 and June 18, 2019, which the Company expects to pay in June 2019 and July 2019, respectively. Investors may choose to receive cash distributions or purchase additional shares through the Company’s dividend reinvestment plan. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||
Basis of Presentation | The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the FASB Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. |
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Principles of Consolidation | The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership and their direct and indirect wholly owned subsidiaries and joint ventures in which the Company has a controlling interest. All significant intercompany balances and transactions are eliminated in consolidation. |
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Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. |
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Reclassifications | Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Upon adoption of the lease accounting standards of Topic 842 on January 1, 2019 (described below), the Company accounted for tenant reimbursements for property taxes, insurance and common area maintenance as variable lease payments and recorded these amounts as rental income. For the three months ended March 31, 2018, the Company reclassified $0.6 million and $6,000 of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to office revenues and apartment revenues, respectively, for comparability purposes. In addition, upon adoption of the lease accounting standards of Topic 842, the Company’s two ground leases which were classified as capital leases under ASC 840 were reclassified as finance leases under ASC 842. The existing capital lease assets were reclassified as right-of-use assets and the existing obligation as lease liabilities as of January 1, 2019. The reclassification of these ground leases did not have a material impact to the Company’s financial statements as the accounting and presentation of the related assets and liabilities on the Company’s balance sheet as of March 31, 2019 was consistent with the previous periods. The Company’s two ground leases had an aggregate right-of-use asset of $8.6 million and an aggregate lease liability of $8.4 million as of March 31, 2019, which are included in total real estate, net and other liabilities, respectively, on the Company’s consolidated balance sheet. |
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Revenue Recognition - Operating Leases | Office and Apartment Revenues On January 1, 2019, the Company adopted the lease accounting standards under Topic 842 including the package of practical expedients for all leases that commenced before the effective date of January 1, 2019. Accordingly, the Company (i) did not reassess whether any expired or existing contracts are or contain leases, (ii) did not reassess the lease classification for any expired or existing lease, and (iii) did not reassess initial direct costs for any existing leases. The Company did not elect the practical expedient related to using hindsight to reevaluate the lease term. In addition, the Company adopted the practical expedient for land easements and did not assess whether existing or expired land easements that were not previously accounted for as leases under the lease accounting standards of Topic 840 are or contain a lease under Topic 842. In addition, Topic 842 provides an optional transition method to allow entities to apply the new lease accounting standards at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. The Company adopted this transition method upon its adoption of the lease accounting standards of Topic 842, which did not result in a cumulative effect adjustment to the opening balance of retained earnings on January 1, 2019. The Company’s comparative periods presented in the financial statements will continue to be reported under the lease accounting standards of Topic 840. In accordance with Topic 842, tenant reimbursements for property taxes and insurance are included in the single lease component of the lease contract (the right of the lessee to use the leased space) and therefore are accounted for as variable lease payments and are recorded as rental income on the Company’s statement of operations beginning January 1, 2019. In addition, the Company adopted the practical expedient available under Topic 842 to not separate nonlease components from the associated lease component and instead to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue recognition standard (Topic 606) and if certain conditions are met, specifically related to tenant reimbursements for common area maintenance which would otherwise be accounted for under the revenue recognition standard. The Company believes the two conditions have been met for tenant reimbursements for common area maintenance as (i) the timing and pattern of transfer of the nonlease components and associated lease components are the same and (ii) the lease component would be classified as an operating lease. Accordingly, tenant reimbursements for common area maintenance are also accounted for as variable lease payments and recorded as rental income on the Company’s statement of operations beginning January 1, 2019. The Company recognizes minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectibility is probable and records amounts expected to be received in later years as deferred rent receivable. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:
The Company leases apartment units under operating leases with terms generally of one year or less. Generally, credit investigations will be performed for prospective residents and security deposits will be obtained. The Company recognizes rental revenue, net of concessions, on a straight-line basis over the term of the lease, when collectibility is determined to be probable. In accordance with Topic 842, the Company makes a determination of whether the collectibility of the lease payments in an operating lease is probable. If the Company determines the lease payments are not probable of collection, the Company would fully reserve for any contractual lease payments, deferred rent receivable, and tenant reimbursements and would recognize rental income only if cash is received. Beginning January 1, 2019, these changes to the Company’s collectibility assessment are reflected as an adjustment to rental income included in office revenues and apartment revenues in the Company’s consolidated statement of operations. Prior to January 1, 2019, bad debt expense related to uncollectible accounts receivable and deferred rent receivable was included in office expenses and apartment expenses in the Company’s consolidated statement of operations. Any subsequent changes to the collectibility of the allowance for doubtful accounts as of December 31, 2018, which was recorded prior to the adoption of Topic 842, are recorded in office expenses and apartment expenses in the Company’s consolidated statement of operations. Beginning January 1, 2019, the Company, as a lessor, records costs to negotiate or arrange a lease that would have been incurred regardless of whether the lease was obtained, such as legal costs incurred to negotiate an operating lease, as an expense and classify such costs as operating, maintenance, and management expense, which is included in office expenses in the Company’s consolidated statement of operations, as these costs are no longer capitalizable under the definition of initial direct costs under Topic 842. |
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Segments | The Company has invested in opportunistic real estate investments, real estate equity securities and originated a loan secured by a non-stabilized real estate asset, which was repaid on January 12, 2018. In general, the Company intends to hold its investments in opportunistic real estate, real estate equity securities and other real estate-related assets for capital appreciation. Traditional performance metrics of opportunistic real estate and other real estate-related assets may not be meaningful as these investments are generally non-stabilized and do not provide a consistent stream of interest income or rental revenue. These investments exhibit similar long-term financial performance and have similar economic characteristics. These investments typically involve a higher degree of risk and do not provide a constant stream of ongoing cash flows. As a result, the Company’s management views opportunistic real estate and other real estate-related assets as similar investments. Substantially all of its revenue and net income (loss) is from opportunistic real estate and other real estate-related assets, and therefore, the Company currently aggregates its operating segments into one reportable business segment. In addition, the Company has invested in a participating loan facility secured by a portfolio of light industrial properties located in Europe. However, based on the Company’s investment portfolio and future investment focus, the Company does not believe that its investment in the European asset is a reportable segment. |
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Per Share Data | The Company uses the two-class method to calculate earnings per share. Basic earnings per share is calculated based on dividends declared (“distributed earnings”) and the rights of common shares and participating securities in any undistributed earnings, which represents net income remaining after deduction of dividends declared during the period. The undistributed earnings are allocated to all outstanding common shares based on the relative percentage of each class of shares to the total number of outstanding shares. The Company does not have any participating securities outstanding other than Class A Common Stock and Class T Common stock during the periods presented. Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock issued and outstanding for each class of share outstanding during such period. Diluted net income (loss) per share of common stock equals basic net income (loss) per share of common stock as there were no potentially dilutive securities outstanding during the three months ended March 31, 2019 and 2018. For the purpose of determining the weighted-average number of shares outstanding, stock dividends issued are adjusted retroactively and treated as if they were issued and outstanding for all periods presented. |
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Square Footage, Occupancy and Other Measures Policy | Any references to square footage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board. |
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Recently Issued Accounting Standards Updates | In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU No. 2016-13”). ASU No. 2016-13 affects entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. The amendments in ASU No. 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU No. 2016-13 also amends the impairment model for available-for-sale securities. An entity will recognize an allowance for credit losses on available-for-sale debt securities as a contra-account to the amortized cost basis rather than as a direct reduction of the amortized cost basis of the investment, as is currently required. ASU No. 2016-13 also requires new disclosures. For financial assets measured at amortized cost, an entity will be required to disclose information about how it developed its allowance for credit losses, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. For financing receivables and net investments in leases measured at amortized cost, an entity will be required to further disaggregate the information it currently discloses about the credit quality of these assets by year of the asset’s origination for as many as five annual periods. For available for sale securities, an entity will be required to provide a roll-forward of the allowance for credit losses and an aging analysis for securities that are past due. ASU No. 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the impact of adopting ASU No. 2016-13 on its financial statements, but does not expect the adoption of ASU No. 2016-13 to have a material impact on its financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement (“ASU No. 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. ASU No. 2018-13 removes the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for the timing of transfers between levels and the valuation processes for Level 3 fair value measurements. It also adds a requirement to disclose changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and to disclose the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements. For certain unobservable inputs, entities may disclose other quantitative information in lieu of the weighted average if the other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop the Level 3 fair value measurement. In addition, public entities are required to provide information about the measurement uncertainty of recurring Level 3 fair value measurements from the use of significant unobservable inputs if those inputs reasonably could have been different at the reporting date. ASU No. 2018-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company is still evaluating the impact of adopting ASU No. 2018-13 on its financial statements, but does not expect the adoption of ASU No. 2018-13 to have a material impact on its financial statements. |
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Fair Value Measurements | Cash and cash equivalents, restricted cash, rent and other receivables and accounts payable and accrued liabilities: These balances approximate their fair values due to the short maturities of these items. Real estate equity securities: The Company’s real estate equity securities are presented at fair value on the accompanying consolidated balance sheet. The fair values of real estate equity securities were based on a quoted price in an active market on a major stock exchange. The Company classifies these inputs as Level 1 inputs. Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets. The valuation of these instruments are determined using a proprietary model that utilizes observable inputs. As such, the Company classifies these inputs as Level 2 inputs. The proprietary model uses the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and volatility. The fair value of interest rate caps (floors) are determined using the market standard methodology of discounting the future expected cash payments (receipts) which would occur if variable interest rates rise above (below) the strike rate of the caps (floors). The variable interest rates used in the calculation of projected payments (receipts) on the cap (floor) are based on an expectation of future interest rates derived from observed market interest rate curves and volatilities. The fair value of foreign currency forward contract are valued by comparing the contracted forward exchange rate to the current market exchange rate. Notes payable: The fair value of the Company’s notes payable are estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | The Company’s calculated earnings per share for the three months ended March 31, 2019 and 2018 were as follows (in thousands, except share and per share amounts):
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REAL ESTATE (Tables) |
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Real Estate [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Real Estate | The following table summarizes the Company’s real estate as of March 31, 2019 and December 31, 2018 (in thousands):
The following table provides summary information regarding the Company’s real estate as of March 31, 2019 (in thousands):
_____________________ (1) Building and improvements includes construction costs for the Company’s project that was under development. (2) The Company acquired the rights to a leasehold interest with respect to this property, which was accounted for as a finance lease. The Company applied a 6.1% discount rate to the finance lease and the lease expires on January 31, 2114. As of March 31, 2019, the finance lease right-of-use asset had a carrying value of $6.8 million included in building and improvements. No depreciation or amortization was recorded to this property as of March 31, 2019. (3) The Company acquired the rights to a leasehold interest with respect to the land at this property, which was accounted for as a finance lease. The Company applied a 5.4% discount rate to the finance lease and as of March 31, 2019, the finance lease had a weighted average remaining lease term of 3.3 years. As of March 31, 2019, the finance lease right-of-use asset had a carrying value of $1.9 million included in land. |
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Schedule of Office Property Revenue and Expense | The following table provides detailed information regarding the Company’s office revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
_____________________ (1) For the three months ended March 31, 2018, the Company reclassified $0.6 million of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. (2) On October 1, 2018, the Company placed the development of 210 West 31st Street on hold and began expensing certain costs that were previously capitalized. Included in office expenses for the three months ended March 31, 2019 is $0.3 million of operating, maintenance and management and $0.1 million of real estate taxes and insurance for 210 West 31st Street. |
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Schedule of Future Minimum Rental Income for Company's Properties | As of March 31, 2019, the future minimum rental income from the Company’s office properties under its non-cancelable operating leases was as follows (in thousands):
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Schedules of Concentration of Risk, by Risk Factor | As of March 31, 2019, the highest tenant industry concentrations (greater than 10% of annualized base rent) in the Company’s portfolio were as follows:
_____________________ (1) Annualized base rent represents annualized contractual base rental income as of March 31, 2019, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. |
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Schedule of Hotel Revenue and Expense | As of March 31, 2019, the Company owned two hotel properties. The following table provides detailed information regarding the Company’s hotel revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
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Schedule of Contract with Customer, Asset and Liability | The following table summarizes the Company’s contract liabilities, which are comprised of advanced deposits and are included in other liabilities in the accompanying consolidated balance sheets, as of March 31, 2019 and December 31, 2018 (in thousands):
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Schedule of Apartment Property Revenue and Expense | The following table provides detailed information regarding the Company’s apartment revenues and expenses for the three months ended March 31, 2019 and 2018 (in thousands):
_____________________ (1) For the three months ended March 31, 2018, the Company reclassified $6,000 of tenant reimbursement revenue for property taxes, insurance, and common area maintenance to rental income. See note 2, “Summary of Significant Accounting Policies” for a further discussion on this reclassification. |
TENANT ORIGINATION AND ABSORPTION COSTS, ABOVE-MARKET LEASE ASSETS AND BELOW-MARKET LEASE LIABILITIES (Tables) |
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Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tenant Origination and Absorption Costs, Above-Market Lease Assets and Below-Market Lease Liabilities | As of March 31, 2019 and December 31, 2018, the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities (excluding fully amortized assets and liabilities and accumulated amortization) were as follows (in thousands):
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Amortization of Tenant Origination and Absorption Costs, Above-Market Leases and Below-Market Lease Liabilities | Increases (decreases) in net income as a result of amortization of the Company’s tenant origination and absorption costs, above-market lease assets and below-market lease liabilities for the three months ended March 31, 2019 and 2018 were as follows (in thousands):
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NOTES PAYABLE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments | As of March 31, 2019 and December 31, 2018, the Company’s notes payable consisted of the following (in thousands):
_____________________ (1) Contractual interest rate represents the interest rate in effect under the loan as of March 31, 2019. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2019 (consisting of the contractual interest rate, contractual floor rates and the effects of interest rate caps, if applicable), using interest rate indices at March 31, 2019, where applicable. (2) As of March 31, 2019, $8.6 million had been disbursed to the Company and up to $0.9 million is available for future disbursements to be used for tenant improvement costs, capital improvements costs and leasing commissions, subject to certain terms and conditions contained in the loan documents. Beginning August 1, 2019, monthly payments include principal amortization payments of $10,000 per month. (3) As of March 31, 2019, $95.6 million had been disbursed to the Company and up to $7.8 million is available for future disbursements to be used for tenant improvements and leasing commissions, subject to certain terms and conditions contained in the loan documents. Beginning October 1, 2020, monthly payments will include principal and interest with principal payments of $110,000 or, in the event the Company repays any principal of the loan amount, with principal payments calculated using an amortization schedule of 30 years and an annual interest rate of 6.0%, subject to certain terms and conditions contained in the loan documents. (4) As of March 31, 2019, $22.3 million had been disbursed to the Company and up to $11.8 million is available for future disbursements to be used for tenant improvements and leasing expenses, subject to certain terms and conditions contained in the loan documents. The Madison Square Mortgage Loan bears interest at a floating rate of 405 basis points over one-month LIBOR, but at no point shall the interest rate be less than 5.05%. The property securing this mortgage loan was formerly known as Grace Court and was re-named Madison Square in connection with the Company’s re-branding strategy of the property. |
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Schedule of Maturities of Long-term Debt | The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of March 31, 2019 (in thousands):
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DERIVATIVE INSTRUMENTS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position | The following table summarizes the notional amount and other information related to the Company’s derivative instruments as of March 31, 2019 and December 31, 2018. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands):
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Schedule of Interest Rate Derivatives | The following table summarizes the notional amount and other information related to the Company’s foreign currency forward contract as of March 31, 2019. The notional amount is an indication of the extent of the Company’s involvement in each instrument at that time, but does not represent exposure to credit, interest rate or market risks (currency in thousands):
_____________________ (1) On May 9, 2019, the Company terminated its foreign currency forward contract. |
FAIR VALUE DISCLOSURES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Face Value, Carrying Amounts and Fair Value | The following were the face value, carrying amount and fair value of the Company’s financial instruments as of March 31, 2019 and December 31, 2018, which carrying amounts do not approximate the fair values (in thousands):
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Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of March 31, 2019, the Company measured the following assets at fair value on a recurring basis (in thousands):
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RELATED PARTY TRANSACTIONS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Related Party Costs | Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three months ended March 31, 2019 and 2018, respectively, and any related amounts payable as of March 31, 2019 and December 31, 2018 (in thousands):
_____________________ (1) Reimbursable operating expenses primarily consists of internal audit personnel costs, accounting software and cyber-security related expenses incurred by the Advisor under the Advisory Agreement. The Company has reimbursed the Advisor for the Company’s allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to the Company. These amounts totaled $0.1 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively, and were the only employee costs reimbursed under the Advisory Agreement for the three months ended March 31, 2019 and 2018. The Advisor may seek reimbursement for certain other employee costs under the Advisory Agreement. The Company will not reimburse for employee costs in connection with services for which the Advisor earns acquisition or origination fees or disposition fees (other than reimbursement of travel and communication expenses) or for the salaries or benefits the Advisor or its affiliates may pay to the Company’s executive officers. In addition to the amounts above, the Company reimburses the Advisor for certain of the Company’s direct costs incurred from third parties that were initially paid by the Advisor on behalf of the Company. (2) Reflects the stockholder servicing fee paid based on the terms of the Class T Shares. Pursuant to the terms of the Class T shares as set forth in the Articles Supplementary and Multiple Class Plan of the Company, the Company ceased accruing for stockholder servicing fees after July 31, 2018. (3) See “Other Offering Costs” below. |
COMMITMENTS AND CONTINGENCIES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | As of March 31, 2019, the Company had leasehold interests expiring on various expiration dates between April 1, 2019 and 2114. Future minimum lease payments owed by the Company under the finance leases as of March 31, 2019 are as follows (in thousands):
_____________________ (1) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company’s incremental borrowing rate at acquisition. (2) The present value of net minimum lease payments are presented in other liabilities in the accompanying consolidated balance sheets. |
REAL ESTATE (Office Property) (Details) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019
USD ($)
ft²
property
|
Mar. 31, 2018
USD ($)
|
|
Real Estate Properties [Line Items] | ||
Other income | $ 3,978 | $ (11) |
Total revenues | 15,196 | 14,835 |
Total expenses | $ 21,260 | 17,952 |
Office Building | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | property | 4 | |
Net rentable area | ft² | 864,940 | |
Percentage of portfolio occupied | 69.00% | |
Rental income | $ 6,912 | 7,422 |
Other income | 205 | 177 |
Total revenues | 7,117 | 7,599 |
Operating, maintenance, and management | 2,325 | 1,719 |
Real estate taxes and insurance | 1,072 | 952 |
Total expenses | 3,397 | 2,671 |
Office Building | 210 West 31st Street | ||
Real Estate Properties [Line Items] | ||
Operating, maintenance, and management | 300 | |
Real estate taxes and insurance | $ 100 | |
Accounting Standards Update 2016-02 | Office Revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Tenant reimbursements | $ 600 |
REAL ESTATE (Operating Leases) (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2018 |
|
Real Estate Properties [Line Items] | |||
Bad debt expense | $ 0 | $ 89 | |
Deferred rent recognized | 100 | 600 | |
Deferred rent receivables | 2,900 | $ 2,800 | |
Incentive to lessee | 200 | 200 | |
Adjustment to Rental Income | |||
Real Estate Properties [Line Items] | |||
Bad debt expense | 0 | ||
Operating Maintenance Expense | |||
Real Estate Properties [Line Items] | |||
Bad debt expense | (100) | $ 100 | |
Other Liabilities | |||
Real Estate Properties [Line Items] | |||
Security deposit liability | $ 1,100 | $ 1,300 | |
Maximum | |||
Real Estate Properties [Line Items] | |||
Operating lease, term | 9 years 4 months 24 days | ||
Weighted Average | |||
Real Estate Properties [Line Items] | |||
Operating lease, term | 3 years 8 months 12 days |
REAL ESTATE (Future Minimum Rental Income) (Details) $ in Thousands |
Mar. 31, 2019
USD ($)
|
---|---|
Real Estate [Abstract] | |
April 1, 2019 through December 31, 2019 | $ 16,525 |
2020 | 20,549 |
2021 | 17,589 |
2022 | 14,271 |
2023 | 11,491 |
Thereafter | 22,723 |
Future minimum rental income | $ 103,148 |
REAL ESTATE (Highes Tenant Industry Concentrations - Greater than 10% of Annual Base Rent) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2019
USD ($)
tenant
| |
Concentration Risk [Line Items] | |
Number of Tenants | tenant | 100 |
Annualized Base Rent | $ | $ 13,262 |
Percentage of Annualized Base Rent | 59.20% |
Professional, Scientific and Technical Services | |
Concentration Risk [Line Items] | |
Number of Tenants | tenant | 15 |
Annualized Base Rent | $ | $ 3,872 |
Percentage of Annualized Base Rent | 17.30% |
Legal Services | |
Concentration Risk [Line Items] | |
Number of Tenants | tenant | 12 |
Annualized Base Rent | $ | $ 3,768 |
Percentage of Annualized Base Rent | 16.80% |
Public Administration (Government) | |
Concentration Risk [Line Items] | |
Number of Tenants | tenant | 6 |
Annualized Base Rent | $ | $ 3,273 |
Percentage of Annualized Base Rent | 14.60% |
Finance | |
Concentration Risk [Line Items] | |
Number of Tenants | tenant | 12 |
Annualized Base Rent | $ | $ 2,349 |
Percentage of Annualized Base Rent | 10.50% |
REAL ESTATE (Hotel Revenue and Expenses) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
|
Hotel expenses: | ||
General and administrative | $ 707 | $ 639 |
Hotel expenses | 5,175 | 4,790 |
Hotel | ||
Hotel revenues: | ||
Hotel revenues | 5,980 | 5,510 |
Hotel expenses: | ||
Room | 1,324 | 1,250 |
Food, beverage and convention services | 776 | 724 |
General and administrative | 786 | 636 |
Sales and marketing | 694 | 652 |
Repairs and maintenance | 566 | 486 |
Utilities | 261 | 276 |
Property taxes and insurance | 438 | 443 |
Other | 330 | 323 |
Hotel expenses | 5,175 | 4,790 |
Hotel | Room | ||
Hotel revenues: | ||
Hotel revenues | 4,465 | 4,110 |
Hotel | Food, beverage and convention services | ||
Hotel revenues: | ||
Hotel revenues | 873 | 816 |
Hotel | Campground | ||
Hotel revenues: | ||
Hotel revenues | 271 | 289 |
Hotel | Other | ||
Hotel revenues: | ||
Hotel revenues | $ 371 | $ 295 |
REAL ESTATE (Contract Liability) (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2019 |
Dec. 31, 2018 |
|
Real Estate [Abstract] | ||
Contract liability | $ 1,149 | $ 324 |
Amounts included in contract liability at the beginning of the period | $ 147 | $ 0 |
REAL ESTATE (Apartment Property) (Details) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2019
USD ($)
property
unit
|
Mar. 31, 2018
USD ($)
|
|
Real Estate Properties [Line Items] | ||
Other income | $ 3,978 | $ (11) |
Total revenues | 15,196 | 14,835 |
Total expenses | $ 21,260 | 17,952 |
Accounting Standards Update 2016-02 | Apartment Revenue | ||
Real Estate Properties [Line Items] | ||
Tenant reimbursements | 6 | |
Apartment Building | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | property | 1 | |
Number of units in real estate property | unit | 292 | |
Percentage of real estate portfolio occupied | 91.00% | |
Rental income | $ 1,830 | 1,590 |
Other income | 165 | 126 |
Total revenues | 1,995 | 1,716 |
Operating, maintenance, and management | 536 | 569 |
Real estate taxes and insurance | 361 | 348 |
Total expenses | $ 897 | $ 917 |
REAL ESTATE (Geographic Concentration Risk) (Details) |
3 Months Ended |
---|---|
Mar. 31, 2019 | |
Real Estate Properties [Line Items] | |
Concentration risk, percentage | 59.20% |
Assets, Total | California | |
Real Estate Properties [Line Items] | |
Concentration risk, percentage | 55.60% |
REAL ESTATE EQUITY SECURITIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2018 |
|
Schedule of Available-for-sale Securities [Line Items] | |||
Total book value | $ 8,300 | $ 7,200 | |
Dividend income from real estate equity securities | $ 104 | $ 0 | |
Available-for-sale Securities | Franklin Street Properties Corp. | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Shares purchased | 1,160,591 | 1,160,591 |
INVESTMENT IN UNCONSOLIDATED ENTITY (Details) $ in Thousands, € in Millions |
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
May 09, 2019
USD ($)
|
May 09, 2019
EUR (€)
|
Jun. 28, 2016
USD ($)
|
Mar. 31, 2019
USD ($)
|
Mar. 31, 2018
USD ($)
|
Mar. 31, 2019
EUR (€)
|
Jun. 28, 2016
EUR (€)
|
|
Schedule of Equity Method Investments [Line Items] | |||||||
Equity in income of unconsolidated entity | $ 2,800 | $ 15 | |||||
Dividend income | 104 | 0 | |||||
Real Estate Joint Venture | Industrial | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Current capacity | $ 2,900 | € 2.6 | |||||
Amount outstanding | $ 2,300 | € 2.1 | |||||
Ownership interest | 5.00% | 5.00% | |||||
Investments in unconsolidated joint ventures | $ 105,600 | € 5.6 | € 95.5 | ||||
Amortization of acquisition costs | $ 200 | ||||||
Equity in income of unconsolidated entity | $ 2,800 | $ 15 | |||||
Real Estate Joint Venture | Industrial | Subsequent Event | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Dividend income | $ 5,100 | € 4.5 |
NOTES PAYABLE (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2018 |
|
Derivative [Line Items] | |||
Interest capitalized | $ 0 | $ 1,353 | |
Interest expense | 4,961 | 2,897 | |
Amortization of deferred financing costs | 400 | 400 | |
Finance lease, interest | 100 | 100 | |
Interest payable | 1,400 | $ 1,400 | |
210 West 31st Street | |||
Derivative [Line Items] | |||
Interest capitalized | 1,400 | ||
Interest Rate Cap | |||
Derivative [Line Items] | |||
Unrealized gain (loss) on derivative instruments | $ (6) | $ 30 |
NOTES PAYABLE (Schedule of Maturities) (Details) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Debt Disclosure [Abstract] | ||
April 1, 2019 through December 31, 2019 | $ 166,622 | |
2020 | 65,654 | |
2021 | 1,320 | |
2022 | 93,965 | |
Total | $ 327,561 | $ 328,814 |
FAIR VALUE DISCLOSURES (Schedule of Face Value, Carrying Amounts and Fair Value) (Details) - USD ($) $ in Thousands |
Mar. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, Face Value | $ 327,561 | $ 328,814 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, Value | 325,674 | 326,543 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, Value | $ 328,684 | $ 329,588 |
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
May 13, 2019 |
May 01, 2019 |
Apr. 01, 2019 |
Mar. 31, 2019 |
Mar. 31, 2018 |
Dec. 31, 2018 |
|
Subsequent Event [Line Items] | ||||||
Dividends, common stock | $ 1,206 | $ 1,082 | ||||
Distribution rate per share per day, declared (in dollars per share) | $ 0.00052548 | |||||
Subsequent Event | Dividend Paid | ||||||
Subsequent Event [Line Items] | ||||||
Dividends, common stock | $ 200 | $ 200 | ||||
Distributions declared per common share (in dollars per share) | $ 0.00799167 | $ 0.00799167 | ||||
Subsequent Event | Dividend Declared | ||||||
Subsequent Event [Line Items] | ||||||
Distributions declared per common share (in dollars per share) | $ 0.00799167 |
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