The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and the notes thereto included in this Annual Report. Also refer to "Forward Looking Statements" preceding Part I. As used herein, the terms "we," "our," "us," and "Company" refer to
Strategic Realty Trust, Inc., and, as required by context, Strategic Realty Operating Partnership, L.P., a Delawarelimited partnership, which we refer to as our "operating partnership" or "OP", and to their respective subsidiaries. References to "shares" and "our common stock" refer to the shares of our common stock. Overview We are a Marylandcorporation that was formed on September 18, 2008, to invest in and manage a portfolio of income-producing retail properties, located in the United States, real estate-owning entities and real estate-related assets, including the investment in or origination of mortgage, mezzanine, bridge and other loans related to commercial real estate. During the first quarter of 2016, we also invested, through joint ventures, in two significant retail projects under development, one of which was substantially completed during the year ended December 31, 2020. We have elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes, commencing with the taxable year ended December 31, 2009, and we have operated and intend to continue to operate in such a manner. We own substantially all of our assets and conduct our operations through our operating partnership, of which we are the sole general partner. We also own a majority of the outstanding limited partner interests in the operating partnership. Since our inception, our business has been managed by an external advisor. We do not have direct employees and all management and administrative personnel responsible for conducting our business are employed by our advisor. Currently we are externally managed and advised by SRT Advisor, LLC, a Delawarelimited liability company (the "Advisor") pursuant to an advisory agreement with the Advisor (the "Advisory Agreement") initially executed on August 10, 2013, and subsequently renewed every year through 2022. The current term of the Advisory Agreement terminates on August 9, 2022. Effective April 1, 2021, the Advisor merged with PUR SRT Advisors LLC, an affiliate of PUR Management LLC, which is an affiliate of L3 Capital, LLC. L3 Capital, LLCis a real estate investment firm focused on institutional quality, value-add, prime urban retail and mixed-use investment within first tier U.S.metropolitan markets. As a result of this transaction, PUR SRT Advisors LLC, controls SRT Advisor, LLC.
Impact of COVID-19
March 2020, COVID-19 and the efforts to contain its spread have significantly impacted the global economy, the U.S.economy, the economies of the local markets throughout Californiain which our properties are predominately located, and the broader financial markets. Nearly every industry has been impacted directly or indirectly, and the U.S.retail market has come under severe pressure due to numerous factors, including preventative measures taken by local, state and federal authorities to alleviate the public health crisis such as mandatory business closures, quarantines, restrictions on travel and shelter-in-place or stay-at-home orders. California, where all of our properties are located instituted various measures that required closure of retail businesses or limited the ability of our tenants to operate their businesses. As of June 30, 2021, due to declining new cases and hospitalizations, the state of Californialifted COVID-19 related restrictions. However, there remains uncertainty as to the time, date and extent to which these restrictions will be reinstated, businesses of tenants that have closed will reopen or when customers will re-engage with tenants as they have in the past. Due to this uncertainty, some of our tenants have been experiencing hardships, as they were unable to operate at full capacity until the middle of June 2021. We believe that the COVID-19 outbreak has and could continue to negatively impact our financial condition and results of operations, including but not limited to, declines in real estate rental revenues, the inability to sell certain properties at a favorable price, and a decrease in construction and leasing activity. At the start of the pandemic and shelter-in-place orders, a majority of our tenants requested rent deferral or rent abatement due to the pandemic and government-mandated restrictions. These tenants initially totaled 94% of the leased square footage in our wholly-owned properties. We reviewed these requests on a case-by-case basis and agreed to modifications to some of the tenant leases, and other leases were not modified. In most cases, it is in our best interest to help our tenants remain in business and reopen when shelter-in-place orders or other mandated closures or restrictions are lifted. If these tenants fail, finding replacement tenants may be costly and time-consuming. Of the total leased square footage in our wholly-owned properties, 47% of the leases were either (i) not modified and the tenants were able to continue to make their payments or (ii) the leases were modified to provide for a short-term temporary rent deferral or abatement. The rent deferrals generally were one to two months and were to be repaid within 12 months. Any rent abatement was typically one to two months and in many cases also involved an extension of the tenant's lease. Another 28% of the leases in our wholly-owned properties were modified to provide ongoing rent relief to the tenant. These leases generally 33
were with restaurants and salons that faced significant operating restrictions limiting their ability to be open, open indoors, or open with anything but a limited capacity. These lease modifications involved some combination of lease extensions, application of security deposits, temporary rent deferrals, partial rent forgiveness or abatement, and new percentage rent clauses to protect the landlord in the event sales returned to prior levels during the period of the lease modifications. These concessions lasted through the first and second quarters of 2021 to allow these businesses to commit to new operating strategies and costs for a pandemic environment. The tenants making up the remaining 25% of our leased square footage requested lease concessions; however, we could not agree with these tenants on lease changes acceptable to both parties. During the year ended
December 31, 2021, these tenants terminated their leases and were replaced with new tenants.
To mitigate the impact of COVID-19 on our operations and liquidity, we have taken a number of proactive measures, including the following:
•We are in constant communication with our tenants and have assisted tenants in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the Coronavirus Aid, Relief, and Economic Security Act of 2020. •We believe we will be able to service our debts and pay for our ongoing general and administrative expenses for the foreseeable future. As of
December 31, 2021, we have approximately $1.8 millionin cash and cash equivalents. In addition, we had approximately $0.6 millionof restricted cash (funds held by the lenders for property taxes, insurance, tenant improvements, leasing commissions, capital expenditures, rollover reserves and other financing needs). •On December 30, 2021, we obtained a $4.0 millionunsecured loan (the "Unsecured Loan") from PUR Holdings Lender, LLC, an affiliate of the Advisor. The Unsecured Loan has a term of 12 months with an interest rate of 7.0% per annum, compounding monthly with the ability to pay-off during the term of the loan. The Unsecured Loan requires draw downs in increments of no less than approximately $0.3 million. The Unsecured Loan will be due and payable upon the earlier of 12 months or the termination of the Advisory Agreement by us. On March 15, 2022, we and PUR Holdings Lender, LLC, amended the loan agreement to allow for an extension of the maturity date of the Unsecured Loan by six months, from December 30, 2022to June 30, 2023, if we provide PUR Holdings Lender, LLC, with notice, pay an extension fee, and no event of default has occurred. The Unsecured Loan is guaranteed by us. As of December 31, 2021the Unsecured Loan had an outstanding balance of $1.0 million. •The SRT Loan is secured by six of our core urban properties in Los Angelesand San Francisco. The SRT Loan does not have restrictive covenants and ongoing debt coverage ratios that could trigger a default caused by tenants not paying rent or seeking rent relief. •We remain in compliance with all the terms of the Wilshire Construction Loan (as defined below), which matures on May 10, 2022with options to extend for two additional twelve-month periods, subject to certain conditions. Similarly, we remain in compliance with the Sunset & Gardner Loan(as defined below), which matures on October 31, 2022.
•We are actively exploring options if operating cash flow does not improve sufficiently, such as selling one or more assets that are not generating positive cash flow.
•To further preserve cash and liquidity, we suspended the SRP effective on
May 21, 2020. The SRP will remain suspended and no further redemptions will be made unless and until our board of directors (the "Board") approves the resumption of the SRP. In addition, on March 27, 2020, the board of directors decided to suspend the payment of any dividend for the quarter ending March 31, 2020, and will reconsider future dividend payments on a quarter-by-quarter basis as more information becomes available on the impact of COVID-19. Dividend payments were not reinstated as of December 31, 2021. Given the uncertainty of the COVID-19 pandemic's impact on our business, the full extent of the financial impact cannot be reasonably estimated at this time. There remains uncertainty with respect to the variants of the virus, whether the approved COVID-19 vaccines will be effective against the virus and new variants of the virus, and whether local governments will mandate closures of our tenants' businesses or implement other restrictive measures on their and our operations in the future in response to a resurgence of the pandemic.
Market Insights – Real Estate and Real Estate Finance Markets
Data from the
U.S. Department of Commerceshowed total retail sales in 2021 increased 14.0% from 2020. Total e-commerce sales for 2021 were estimated at $870.1 billion, an increase of 14.2% from 2020. E-commerce sales in 2021 accounted for approximately 20.0% of total sales, which was generally unchanged from 2020. E-commerce sales in 2019 accounted for 11.0% of total sales. 34
According to Digital Commerce 360, it was primarily in-store shopping that fueled most of the overall retail growth in 2021. As public health restrictions eased, vaccinations increased and shoppers wanted back to in-person shopping, retail has benefited. change in customer behavior.
Investment sales volumes of retail properties in the
Americasincreased 84% to $74 billionacross the Americasin 2021, demonstrating investors' belief that the retail real estate market will continue to recover. Retail real estate lending markets remained difficult with retail being among the least favored property classes, and industrial and multifamily attracting more lender attention. Volumes increased in the fourth quarter from very low levels during the pandemic, however loan-to-value percentages were still relatively low. In 2022 and beyond, the retail market should benefit from muted supply growth in 2021. The 23.5 million square feet delivered in 2021 was down 36% to 2020 totals, and 49% from 2019 totals, according to CBRE. New supply growth should continue to be dampened by rising costs for labor and materials across the globe. 2021 Significant Events Property Disposition
Loans secured by
Loan with Affiliate On
December 30, 2021, we obtained a $4.0 millionUnsecured Loan from PUR Holdings Lender, LLC, an affiliate of the Advisor. The Unsecured Loan has a term of 12 months with an interest rate of 7.0% per annum, compounding monthly with the ability to pay-off during the term of the loan. The Unsecured Loan matures on December 30, 2022, but on March 15, 2022, we and PUR Holdings Lender, LLCamended the loan agreement to allow us to extend the maturity date until June 30, 2023. Review of our Policies Our board of directors, including our independent directors, has reviewed our policies described in this Annual Report and determined that they are in the best interest of our stockholders because: (1) they increase the likelihood that we will be able to successfully maintain and manage our current portfolio of investments and acquire additional income-producing properties and other real estate-related investments in the future; (2) our executive officers, directors and affiliates of our Advisor have expertise with the type of properties in our current portfolio; and (3) to the extent that we acquire additional real properties or other real estate-related investments in the future, the use of leverage should enable us to acquire assets and earn rental income more quickly, thereby increasing the likelihood of generating income for our stockholders.
Significant Accounting Policies and Estimates
Below is a discussion of the accounting policies and estimates that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. 35
Revenues include minimum rents, expense recoveries and percentage rental payments. Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased property. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are 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 that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to:
• whether the lease stipulates how a leasehold improvement allowance may be spent;
•if the amount of a leasehold improvement allowance is higher than market rates;
• whether the tenant or landlord retains legal title to the improvements at the end of the lease term;
• whether the leasehold improvements are tenant-specific or general in nature; and
• whether the leasehold improvements are expected to have a residual value at the end of the lease term.
For leases with minimum scheduled rent increases, we recognize income on a straight-line basis over the lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis for leases results in reported revenue amounts which differ from those that are contractually due from tenants. If we determine that collectability of straight-line rents is not reasonably assured, we limit future recognition to amounts contractually owed and paid, and, when appropriate, establish an allowance for estimated losses. We maintain an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. We monitor the liquidity and creditworthiness of our tenants on an ongoing basis. For straight-line rent amounts, our assessment is based on amounts estimated to be recoverable over the term of the lease. Certain leases contain provisions that require the payment of additional rents based on the respective tenants' sales volume (contingent or percentage rent) and substantially all contain provisions that require reimbursement of the tenants' allocable real estate taxes, insurance and common area maintenance costs ("CAM"). Revenue based on percentage of tenants' sales is recognized only after the tenant exceeds its sales breakpoint. Revenue from tenant reimbursements of taxes, CAM and insurance is recognized in the period that the applicable costs are incurred in accordance with the lease agreement. In
May 2014, the Financial Accounting Standards Boardissued ASU 2014-09. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. As our revenues are primarily generated through leasing arrangements, our revenues fall out of the scope of this standard. Effective January 1, 2018, we applied the provisions of Accounting Standards Codification 610-20, Gains and Losses From the Derecognition of Nonfinancial Assets ("ASC 610-20"), for gains on sale of real estate, and recognize any gains at the time control of a property is transferred and when it is probable that substantially all of the related consideration will be collected. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the consolidated balance sheet and disclose key information about leasing arrangements. The guidance retains a distinction between finance leases and operating leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous guidance. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under ASC Topic 840, Leases ("ASC 840"). Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using the modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply under ASC Topic 842, Leases ("ASC 842"). The amendments in this guidance are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted ASU 2016-02 (as amended by subsequent ASUs) effective January 1, 2019, utilizing the practical expedients described in ASU 2018-11. We elected the lessor practical expedient to not separate common area maintenance and reimbursement of real estate taxes from the associated lease for all existing and new leases as the timing and pattern of payments and associated lease payments are the same. The timing of revenue recognition remains the same for our existing leases and new leases. Revenues related to our leases continue to be reported on one line in the presentation within the statement of operations as a result of electing this lessor practical expedient. We continue to 36
capitalize our direct rental costs. These costs are incurred as a result of obtaining new leases and renewing leases, and are paid to our consultant. Additionally, we are not tenants of real estate or equipment, as we are externally managed by our advisor.
Investments in real estate
We evaluate our acquisitions in accordance with ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01") that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions.
Assessment of business combination or asset acquisition:
We evaluate each acquisition of real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:
• Substantially all of the fair value of the gross assets acquired is concentrated either in a single identifiable asset or in a group of similar identifiable assets; Where
• The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).
A learned process is considered substantial if:
• The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process;
• The process cannot be replaced without significant cost, effort or delay; Where
• The process is considered unique or rare.
Generally, we expect that acquisitions of real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets), or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. In asset acquisitions, the purchase consideration, including acquisition costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain.
Depreciation is calculated using the straight-line method over the estimated useful life of the assets as follows:
Years Buildings and improvements 5 - 30 years Tenant improvements 1 - 15 years Tenant improvement costs recorded as capital assets are depreciated over the tenant's remaining lease term, which we determined approximates the useful life of the improvement. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Significant renovations and improvements that improve or extend the useful lives of assets are capitalized. Acquisition costs related to asset acquisitions are capitalized in the consolidated balance sheets.
Impairment of long-lived assets
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our investments in real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of the real estate and related intangible assets through its undiscounted future cash flows (excluding interest) and its eventual disposition. If, based on this analysis, we do not believe that we will be able to recover the carrying value of the real estate and related intangible assets and liabilities, we would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the investments in real estate and related intangible 37
assets. Key inputs that we estimate in this analysis include projected rental rates, capital expenditures, property sales capitalization rates and expected holding period of the property. We evaluate our equity investments for impairment in accordance with ASC Topic 320, Investments -
Debt and Securities("ASC 320"). ASC 320 provides guidance for determining when an investment is considered impaired, whether impairment is other-than-temporary, and measurement of an impairment loss. We recorded an impairment loss during the year ended December 31, 2021of approximately $6.9 millionrelated to the operating property and the development property we own through joint ventures, which was included in our consolidated statement of operations in this Annual Report. For the operating property we recorded a $5.6 millionnon-cash impairment charge as a result of changes in cash flow estimates including a change in lease projections, which triggered the future estimated undiscounted cash flows to be lower than the net carrying value of the property. The decrease in cash flow projections was primarily due to reduced demand for the retail space at the properties, including potential tenants backing out of their leases, resulting in longer lease-up periods and a decrease in projected rental rates. Estimates were also impacted by the COVID-19 pandemic which we believe will result in additional challenges to lease the vacant space. The non-cash impairment related to the operating property is included in building and improvements in our consolidated balance sheets in this Annual Report. For the development property we recorded a $1.3 millionnon-cash impairment charge related to development costs incurred to date. We recorded the non-cash impairment charge as a result of changes in cash flow estimates, which triggered the future estimated undiscounted cash flows to be lower than the net carrying value of the property. The decrease in cash flow projections was primarily due to an adverse change in legal factors including an expiration of entitlements resulting in higher costs to re-entitle the property and proposed zoning changes. Estimates were also impacted by the COVID-19 pandemic, which we believe will result in higher costs to construct the property due to supply chain issues and higher building material costs. We recorded an impairment loss during the year ended December 31, 2020of approximately $13.4 millionrelated to the development project and the operating property we own through joint ventures, which was included in our consolidated statement of operations in this Annual Report. Refer to Part II, Item 5. "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" for more information regarding the methodologies used to estimate fair value of the investments in real estate.
Assets held for sale
When certain criteria are met, long-lived assets are classified as held for sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. With the adoption of Accounting Standards Update No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment on
April 30, 2014, only disposed properties that represent a strategic shift that has (or will have) a major effect on our operations and financial results are reported as discontinued operations.
Fair value measurements
Under generally accepted accounting principles ("GAAP"), we are required to measure or disclose certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances 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:
• Level 1: unadjusted quoted prices in accessible active markets on the valuation 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 valuations derived from models in which important inputs and important drivers of value are observable in active markets; and
•Level 3: prices or valuation techniques for which little or no market data is available for the data important for the measurement of fair value.
When available, we utilize quoted market prices or other observable inputs (Level 2 inputs), such as interest rates or yield curves, from independent third-party sources to determine fair value and classify such items in Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a non-binding quoted market price, observable inputs might not be relevant and could require us to use significant judgment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third-party may rely more on models with inputs based on information available only to that independent third-party. When we determine the market for an asset owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning 38
weights to the various valuation sources. 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, we measure 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 when traded as assets; or (ii) a present value technique that considers the future cash flows based on contractual obligations discounted by an observed or estimated market rates of comparable liabilities. The use of contractual cash flows with regard to amount and timing significantly reduces the judgment applied in arriving at fair value. Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument. We consider the following factors to be indicators of an inactive market (1) there are few recent transactions; (2) price quotations are not based on current information; (3) price quotations vary substantially either over time or among market makers (for example, some brokered markets); (4) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability; (5) there is a significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with our estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability; (6) there is a wide bid-ask spread or significant increase in the bid-ask spread; (7) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities; and (8) little information is released publicly (for example, a principal-to-principal market). We consider the following factors to be indicators of non-orderly transactions (1) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions; (2) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant; (3) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced); and (4) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.
We have elected to be taxed as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal results of operations as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially and adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT. Even if we qualify as a REIT, we may be subject to certain state or local income taxes and to
U.S.Federal income and excise taxes on our undistributed income. We evaluate tax positions taken in the consolidated financial statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is "more-likely-than-not" that the tax position will be sustained on examination by taxing authorities. When necessary, deferred income taxes are recognized in certain taxable entities. Deferred income tax is generally a function of the period's temporary differences (items that are treated differently for tax purposes than for financial reporting purposes). A valuation allowance for deferred income tax assets is provided if all or some portion of the deferred income tax asset may not be realized. Any increase or decrease in the valuation allowance is generally included in deferred income tax expense.
Our tax filings remain subject to review and therefore the taxation of our distributions is subject to change.
•Investments in two consolidated joint ventures, which hold:
• a commercial building comprising approximately 12,000 square feet of multi-tenant commercial space in the
•a property in the pre-development phase in the
•Six retail properties, excluding a land parcel, comprising an aggregate of approximately 27,000 square feet of single- and multi-tenant, commercial retail space located in one state. Results of Operations As of
December 31, 2021and 2020, approximately 86% and 79% of our portfolio was leased (based on rentable square footage), respectively, with a weighted-average remaining lease term of approximately 6.3 years for both years, respectively. In each of 2021 and 2020, there was one property disposition.
There were three new leases added in our retail properties during the year ended
December 31, 2021. The following table provides information regarding our leasing activity for the year ended December 31, 2021for properties we held as of December 31, 2021. Total Vacant Total Vacant Rentable Lease Expirations New Leases Rentable Sq. Feet at in 2021 in 2021 Lease Renewals in 2021 Sq. Feet at
Tenant retention rate in
December 31, 2020 (Sq. Feet) (Sq. Feet) (Sq. Feet) December 31, 2021 2021 2,519 10,658 9,383 - 3,794 n/a
Comparison of the year ended
The following table provides summary information about our results of operations for the years ended
December 31, 20212020
$ Change % Change
Rental income and refunds
Operating and maintenance expenses 2,082 1,841
General and administrative expenses 1,335 1,697
Depreciation and amortization 2,085 1,381
Interest expense 1,265 785
Loss on impairment of real estate 6,897 13,383
(6,486) (48.5) % Operating loss (11,169) (16,455) 5,286 (32.1) % Other income, net 422 947 (525) (55.4) % Net loss
$ (10,747) $ (15,508) $ 4,761(30.7) %
Our operating results for the year ended
The decrease in revenue during the year ended
December 31, 2021, compared to the same period in 2020, was primarily due to the sale of Shops at Turkey Creekand rent concessions provided to replacement tenants. Partially offset by the expiration of COVID-19 pandemic-related rent concessions and higher rental income from replacement tenants.
Operating and maintenance expenses
Operating and maintenance expenses increased during the year ended
December 31, 2021, compared to the same period in 2020, primarily due to higher security costs, consulting fees and real estate taxes. Additionally, placement of the Wilshire Property in service in August 2020, contributed to the increase in operating and maintenance expenses. This was partially offset by the sale of Shops at Turkey Creekand a decrease in bad debt reserves.
General and administrative expenses
General and administrative expenses decreased during the year
Depreciation and amortization
Depreciation and amortization expenses increased during the year ended
December 31, 2021, compared to the same period in 2020, primarily due to the disposal of assets related to terminated leases and placement of the Wilshire Property in service in August 2020. Interest expense Interest expense increased during the year ended December 31, 2021, compared to the same period in 2020, due to the placement of the Wilshire Property in service. Capitalization of interest expense related to the Wilshire Property construction loan ceased in August 2020.
Loss on depreciation of real estate
Impairment loss during the years ended
Other income, net
Other income, net for year ended
December 31, 2021, consisted of a gain on sale of Shops at Turkey Creekof approximately $0.4 million. Other income, net for the year ended December 31, 2020, consisted of a gain on sale of Topaz Marketplaceof approximately $0.9 million.
Cash and capital resources
Since our inception, our principal demand for funds has been for the acquisition of real estate, the payment of operating expenses and interest on our outstanding indebtedness, the payment of distributions to our stockholders and investments in unconsolidated joint ventures and development properties. Prior to the termination of our initial public offering in
February 2013we used offering proceeds to fund our acquisition activities and our other cash needs. Currently we have used and expect to continue to use debt financing, net sales proceeds and cash flow from operations to fund our cash needs. As of December 31, 2021, our cash and cash equivalents were approximately $1.8 millionand we had $0.6 millionof restricted cash (funds held by the lenders for property taxes, insurance, tenant improvements, leasing commissions, capital expenditures, rollover reserves and other financing needs). Our aggregate borrowings, secured and unsecured, are reviewed by our board of directors at least quarterly. Under our Articles of Amendment and Restatement, as amended, which we refer to as our "charter," we are prohibited from borrowing in excess of 300% of the value of our net assets. Net assets for purposes of this calculation is defined to be our total assets (other than intangibles), valued at cost prior to deducting depreciation, reserves for bad debts and other non-cash reserves, less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of the independent directors and disclosed to stockholders in our next quarterly report, along with an explanation for such excess. As of December 31, 2021and 2020, our borrowings were approximately 120.2% and 90.1%, respectively, of the carrying value of our net assets.
The following table summarizes, for the periods indicated, certain elements of our consolidated statements of cash flows (amounts in thousands):
Year Ended December 31, 2021 2020 $ Change Net cash provided by (used in): Operating activities
$ (2,290) $ (1,295) $ (995)Investing activities 1,220 2,105 (885) Financing activities 855 (5,429) 6,284
Net decrease in cash, cash equivalents and restricted cash
Cash flow from operating activities
Cash used in operating activities during the year ended
December 31, 2021increased primarily due to higher operating and maintenance expenses and lower revenues. Additional increases were the result of increased accounts receivable from delinquent tenants. 41
Cash used in operating activities during the year ended
December 31, 2020, was primarily due to lower operating income, which resulted from sale of Topaz Marketplaceduring the three months ended March 31, 2020, as well as increased accounts receivable and rent deferral balances due to the COVID-19 pandemic.
Cash flow from investing activities
Cash flows provided by investing activities during the year ended
December 31, 2021, primarily consisted of approximately $3.8 millionin proceeds from the sale of Shops at Turkey Creek, partially offset by $1.8 millionof additional investment in the Sunset and Gardner Joint Venture. Cash flows provided by investing activities during the year ended December 31, 2020primarily consisted of approximately $9.9 millionof proceeds from sale of Topaz Marketplace, which were partially offset by our aggregate additional $6.9 millioninvestment in the Wilshire and Sunset and Gardner Joint Ventures.
Cash flow from financing activities
Cash flows provided by financing activities during the year ended
December 31, 2021, primarily consisted of proceeds of $1.0 millionfrom the draw down on the Unsecured Loan (as defined below) from PUR Holdings Lender, LLC, an affiliate of the Advisor. Partially offset by payment of financing costs related to the extension of the Sunset & Gardner loan and loan fees associated with Unsecured Loan (as defined below). Cash flows used by financing activities during the year ended December 31, 2020, primarily consisted of approximately $8.9 millionin repayments of our line of credit. This was partially offset by approximately $4.0 millionfrom construction loan proceeds.
Short-term liquidity and capital resources
Our principal short-term demand for funds is for the payment of operating expenses and the payment on our outstanding indebtedness. To date, our cash needs for operations have been funded by cash provided by property operations, the sales of properties, debt refinancing and the sale of shares of our common stock. We expect to fund our short-term operating cash needs from operations, from the sales of properties and from debt. On
December 30, 2021, in order to fund our short-term liquidity needs we obtained a $4.0 millionunsecured loan (the "Unsecured Loan") from PUR Holdings Lender, LLC, an affiliate of the Advisor. The Unsecured Loan has a term of 12 months with an interest rate of 7.0% per annum, compounding monthly with the ability to pay-off during the term of the loan. The Unsecured Loan requires draw downs in increments of no less than approximately $0.3 million. The Unsecured Loan will be due and payable upon the earlier of 12 months or the termination of the Advisory Agreement by us. On March 15, 2022, we and PUR Holdings Lender, LLC, amended the loan agreement to allow for an extension of the maturity date of the Unsecured Loan by six months, from December 30, 2022to June 30, 2023, if we provide PUR Holdings Lender, LLC, with notice, pay an extension fee, and no event of default has occurred. The Unsecured Loan is guaranteed by us.
Long-term liquidity and capital resources
On a long-term basis, our principal demand for funds will be for real estate and real estate-related investments, additional investment in our development projects and the payment of acquisition-related expenses, operating expenses, distributions to stockholders, future redemptions of shares and interest and principal payments on current and future indebtedness. Generally, we intend to meet cash needs for items other than acquisitions and acquisition-related expenses from our cash flow from operations, debt and sales of properties. On a long-term basis, we expect that substantially all cash generated from operations will be used to pay distributions to our stockholders after satisfying our operating expenses including interest and principal payments. We may consider future public offerings or private placements of equity. Refer to Note 8. "Notes Payable, Net" to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on the maturity dates and terms of our outstanding indebtedness. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs could be affected by the effects of the COVID-19 pandemic. The full impact of the COVID-19 pandemic on our rental revenue and, as a result, future cash from operations cannot be determined at present. We believe that our cash on hand, along with other potential aforementioned sources of liquidity that we may be able to obtain, will be sufficient to fund our working capital needs, as well as our capital lease and debt obligations for at least the next twelve months and beyond. However, this forward-looking statement is subject to a number of uncertainties, including with respect to the duration of the COVID-19 pandemic, and there can be no guarantee that we will be successful with our plan. Moreover, over the long term, if our cash flow from operations does not increase from current levels, we may have to address a liquidity deficiency. We are actively exploring options should cash flow from operations not sufficiently improve, such as a sale of one or more assets that are not generating positive cash flow or the sale of equity to an institutional investor. 42
Recent financing transactions
Multi-property secure financing
The SRT Loan is secured by first deeds of trust on our five
San Franciscoassets ( Fulton Shops, 8 Octavia, 400 Grove, 450 Hayes and 388 Fulton Street) as well as our Silverlake Collection located in Los Angeles. The SRT Loan matures on January 9, 2023. We have an option to extend the term of the loan for two additional twelve-month periods, subject to the satisfaction of certain covenants and conditions contained in the SRT Loan Agreement. We have the right to prepay the SRT Loan in whole at any time or in part from time to time, subject to the payment of yield maintenance payments if such prepayment occurs in the first 18 months of the loan term, calculated through the 18th monthly payment date, as well as certain expenses, costs or liabilities potentially incurred by the SRT Lender as a result of the prepayment and subject to certain other conditions contained in the loan documents. Individual properties may be released from the SRT Loan collateral in connection with bona fide third-party sales, subject to compliance with certain covenants and conditions contained in the SRT Loan Agreement. Any prepayment or repayment on or before the first 12 months of the loan term in connection with a bona fide third-party sale of a property securing the SRT Loan shall only require the payment of yield maintenance payments calculated through the 12th monthly payment date. As of December 31, 2021, the SRT Loan had a principal balance of approximately $18.0 million. The SRT Loan is a floating LIBOR rate loan which bears interest at 30-day LIBOR (with a floor of 1.50%) plus 2.80%. The default rate is equal to 5% above the rate that otherwise would be in effect. Monthly payments are interest-only with the entire principal balance and all outstanding interest due at maturity. Pursuant to the SRT Loan, we must comply with certain matters contained in the loan documents including but not limited to, (i) requirements to deliver audited and unaudited financial statements, SECfilings, tax returns, pro forma budgets, and quarterly compliance certificates, and (ii) minimum limits on our liquidity and tangible net worth. The SRT Loan contains customary covenants, including, without limitation, covenants with respect to maintenance of properties and insurance, compliance with laws and environmental matters, covenants limiting or prohibiting the creation of liens, and transactions with affiliates.
As part of the SRT loan, we executed the usual non-recourse non-recourse and environmental guarantees, as well as limited additional insurance on the condominium structures of the
Loans secured by properties
May 7, 2019, we refinanced and repaid our financing with Loan Oak Fund, LLCwith a new construction loan from ReadyCap Commercial, LLC(the "Lender") (the "Wilshire Construction Loan"). As of December 31, 2021, the Wilshire Construction Loan had a principal balance of approximately $12.6 million, with future funding available up to a total of approximately $13.9 million, and bears an interest rate of 1-month LIBOR (with a floor of 2.467%) plus an interest margin of 4.25% per annum, payable monthly. The Wilshire Construction Loan is scheduled to mature on May 10, 2022, with options to extend for two additional twelve-month periods, subject to certain conditions as stated in the loan agreement. The Wilshire Construction Loan is secured by a first Deed of Trust on the Wilshire Property. We executed a guaranty that guaranties that the loan interest reserve amounts are kept in compliance with the terms of the loan agreement. The Lender also required that a principal in the upstream owner of our joint venture partner in the Wilshire Joint Venture (the "Guarantor"), guarantees performance of borrower's obligations under the loan agreement with respect to the completion of capital improvements to the property. We executed an Indemnity Agreement in favor of the Guarantor against liability under that completion guaranty except to the extent caused by gross negligence or willful misconduct, as well as for liabilities incurred under the Environmental Indemnity Agreement executed by the Guarantor in favor of the Lender. We used working capital funds of approximately $3.1 millionto repay the difference between the Wilshire Construction Loan initial advance and the prior loan, to pay transaction costs, as well as to fund certain required interest and construction reserves.
Loans secured by
October 29, 2018, we entered into a loan agreement with Lone Oak Fund, LLC(the "Sunset & Gardner Loan"). The Sunset & Gardner Loanhas a principal balance of approximately $8.7 million, and had an interest rate of 6.9% per annum. The original Sunset & Gardner Loanagreement matured on October 31, 2019. We extended the Sunset & Gardner Loanfor an additional twelve-month period under the same terms, with an interest rate of 6.5% per annum. On July 31, 2020, we extended the Sunset & Gardner Loanfor an additional twelve-month period under the same terms, with an interest rate of 7.3% per annum. On July 21, 2021, we extended the Sunset & Gardner Loanfor an additional twelve-month period under the same terms, with an interest rate of 7.9% per annum. The new maturity date is October 31, 2022. The Sunset & Gardner Loanis secured by a first Deed of Trust on the Sunset & Gardner Property. 43
Loan with Affiliate
December 30, 2021, we obtained a $4.0 millionunsecured loan (the "Unsecured Loan") from PUR Holdings Lender, LLC, an affiliate of the Advisor. The Unsecured Loan has a term of 12 months with an interest rate of 7.0% per annum, compounding monthly with the ability to pay-off during the term of the loan. The Unsecured Loan requires draw downs in increments of no less than approximately $0.3 million. The Unsecured Loan will be due and payable upon the earlier of 12 months or the termination of the Advisory Agreement by us. The Unsecured Loan is guaranteed by us. On March 15, 2022, we and PUR Holdings Lender, LLC, amended the loan agreement to allow for an extension of the maturity date of the Unsecured Loan by six months, from December 30, 2022to June 30, 2023, if we provide PUR Holdings Lender, LLC, with notice, pay an extension fee, and no event of default has occurred. As of December 31, 2021the Unsecured Loan had an outstanding balance of $1.0 million.
February 10, 2020, we used proceeds from the sale of Topaz Marketplaceto repay the line of credit in its entirety. The line of credit expired of its own accord on February 15, 2020, with no balance outstanding. As part of the payoff, Shops at Turkey Creekwas released from the line of credit.
Total Operating Expenditure Guidelines
We reimburse our Advisor for some expenses paid or incurred by our Advisor in connection with the services provided to us, except that we will not reimburse our Advisor for any amount by which our total operating expenses at the end of the four preceding fiscal quarters exceed the greater of (1) 2% of our average invested assets, as defined in our charter; and (2) 25% of our net income, as defined in our charter, or the "2%/25% Guidelines" unless a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the years ended
December 31, 2021and 2020, our total operating expenses did not exceed the 2%/25% Guidelines. Our Advisory Agreement Amendment provides that the Advisor shall not be required to reimburse to us any operating expenses incurred during a given period that exceed the applicable limit on "Total Operating Expenses" (as defined in the Advisory Agreement) to the extent that such excess operating expenses are incurred as a result of certain unusual and non-recurring factors approved by our board of directors, including some related to the execution of our investment strategy as directed by our board of directors.
The majority of our leases at our properties contain inflation protection provisions applicable to reimbursement billings for common area maintenance charges, real estate tax and insurance reimbursements on a per square foot basis, or in some cases, annual reimbursement of operating expenses above a certain per square foot allowance. We expect to include similar provisions in our future tenant leases designed to protect us from the impact of inflation. Due to the generally long-term nature of these leases, annual rent increases, as well as rents received from acquired leases, may not be sufficient to cover inflation and rent may be below market rates.
To qualify as a REIT for tax purposes, we are required to annually distribute at least 90% of our REIT taxable income, subject to certain adjustments, to our stockholders. We must also meet certain asset and income tests, as well as other requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which our REIT qualification is lost unless the
IRSgrants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders.
As set forth above, in order to qualify as a REIT, we are required to distribute at least 90% of our annual REIT taxable income, subject to certain adjustments, to our stockholders. Our board of directors will continue to evaluate the amount of future quarterly distributions based on our operational cash needs.
Some or all of our distributions have been paid, and may continue to be paid in the future, from sources other than operating cash flow.
In light of the COVID-19 pandemic, its impact on the economy and the related future uncertainty, on
March 27, 2020, our board of directors decided to suspend the payment of any dividend for the quarters ending March 31, 2020, and to reconsider future dividend payments on a quarter by quarter basis as more information becomes available on the impact of COVID-19 and related impact to the Company. Dividend payments were not reinstated as of December 31, 2021. 44
Funds from operations
Funds from operations ("FFO") is a supplemental non-GAAP financial measure of a real estate company's operating performance.
The National Association of Real Estate Investment Trusts, or "NAREIT", an industry trade group, has promulgated this supplemental performance measure and defines FFO as net income, computed in accordance with GAAP, plus real estate related depreciation and amortization and excluding extraordinary items and gains and losses on the sale of real estate, and after adjustments for unconsolidated joint ventures (adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO.) It is important to note that not only is FFO not equivalent to our net income or loss as determined under GAAP, it also does not represent cash flows from operating activities in accordance with GAAP. FFO should not be considered an alternative to net income as an indication of our performance, nor is FFO necessarily indicative of cash flow as a measure of liquidity or our ability to fund cash needs, including the payment of distributions. We consider FFO to be a meaningful, additional measure of operating performance and one that is an appropriate supplemental disclosure for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. Our calculation of FFO attributable to common shares and Common Units and the reconciliation of net loss to FFO is as follows (amounts in thousands, except shares and per share amounts): Year Ended December 31, FFO 2021 2020 Net loss $ (10,747) $ (15,508)Adjustments: Gain on disposal of assets (422) (947) Depreciation of real estate 1,436 1,154 Amortization of in-place leases and leasing costs 649 227 Loss on impairment of real estate 6,897 13,383 FFO attributable to common shares and Common Units (1) $ (2,187) $ (1,691)FFO per share and Common Unit (1) $ (0.20) $ (0.15)Weighted average common shares and units outstanding (1) 10,957,204 10,962,045 (1)Our common units have the right to convert a unit into common stock for a one-to-one conversion. Therefore, we are including the related non-controlling interest income/loss attributable to common units in the computation of FFO and including the common units together with weighted average shares outstanding for the computation of FFO per share and common unit.
Transactions and agreements with related parties
We are currently party to the Advisory Agreement, pursuant to which the Advisor manages our business in exchange for specified fees paid for services related to the investment of funds in real estate and real estate-related investments, management of our investments and for other services. Refer to Note 12. "Related Party Transactions" to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of the Advisory Agreement and other related party transactions, agreements and fees.
In all other material respects, the terms of the Management Agreements remain unchanged.
Change of officers
February 2, 2022, Andrew Batinovichnotified us of his resignation as Chief Executive Officer, Corporate Secretary, and a director, effective immediately. Effective February 2, 2022, the Board of Directors appointed Matthew Schreiber, 41, to serve as Chief Executive Officer. Mr. Schreiberwas also elected to serve as a director to fill the vacancy created by Mr. Batinovich'sresignation. He continues to serve as Assistant Secretary, a role he has held since May 2021. Prior to his appointment as Chief Executive Officer, Mr. Schreiberserved as Chief Operating Officer and Senior Vice President, positions he had held since May 2021. Effective February 2, 2022, the Board of Directors appointed Domenic Lanni, 51, to serve as Chief Operating Officer. As Chief Operating Officer, Mr. Lanniwill be the principal operating officer and will assume the responsibilities that were previously performed by Mr. Schreiber, who acted as the principal operating officer since May 2021.
Amendment to the loan agreement with
March 15, 2022, the Company and PUR Holdings Lender, LLCentered into an amendment to allow for the extension of the maturity date of the loan agreement, dated as of December 30, 2021, between us and PUR Holdings Lender, LLC. On December 30, 2021, the Company obtained a $4.0 millionunsecured loan (the "Unsecured Loan") from PUR Holdings Lender, LLC, an affiliate of the Advisor. The Unsecured Loan has a term of 12 months with an interest rate of 7.0% per annum, compounding monthly with the ability to pay-off during the term of the loan. The amendment provides the Company with the option to extend the maturity date of the Unsecured Loan by six months, from December 30, 2022to June 30, 2023, if the Company provides PUR Holdings Lender, LLCwith notice, pays an extension fee, and no event of default has occurred.
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