Strategic Realty Trust, Inc. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
_________________________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from _____ to _____
Commission file number 000-54376
_________________________________
STRATEGIC REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
_________________________________
| Maryland | 90-0413866 | |||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 550 W Adams St, Suite 200 | ||||||||||||||
| Chicago, | Illinois | 60661 | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(312) 878-4860
(Registrant’s Telephone Number, Including Area Code)
_________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| None | None | None | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ý | Smaller reporting company | ☒ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of August 7, 2023, there were 10,752,966 shares of the registrant’s common stock issued and outstanding.
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
The accompanying interim unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2023, have been prepared by Strategic Realty Trust, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, as filed with the SEC on March 17, 2023 (the “2022 Annual Report on Form 10-K”). The interim unaudited condensed consolidated financial statements herein should also be read in conjunction with the Notes to Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results expected for the full year. The information furnished in the Company’s accompanying unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations and comprehensive income, equity, and cash flows reflects all adjustments that, in management’s opinion, are necessary for a fair presentation of the aforementioned financial statements. Such adjustments are of a normal recurring nature.
3
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
(unaudited)
| June 30, | December 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| ASSETS | |||||||||||
| Investments in real estate | |||||||||||
| Land | $ | 12,374 | $ | 12,374 | |||||||
| Building and improvements | 22,175 | 22,140 | |||||||||
| Tenant improvements | 947 | 947 | |||||||||
| 35,496 | 35,461 | ||||||||||
| Accumulated depreciation | (5,279) | (4,838) | |||||||||
| Investments in real estate, net | 30,217 | 30,623 | |||||||||
| Cash, cash equivalents and restricted cash | 2,302 | 3,471 | |||||||||
| Prepaid expenses and other assets | 281 | 152 | |||||||||
Tenant receivables, net of $101 and $19 bad debt reserve | 901 | 841 | |||||||||
| Deferred leasing costs, net | 359 | 353 | |||||||||
| Lease intangibles, net | 270 | 308 | |||||||||
TOTAL ASSETS (1) | $ | 34,330 | $ | 35,748 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| LIABILITIES | |||||||||||
| Notes payable, net | $ | 17,974 | $ | 18,000 | |||||||
| Accounts payable and accrued expenses | 329 | 285 | |||||||||
| Amounts due to affiliates | 36 | 37 | |||||||||
| Other liabilities | 131 | 172 | |||||||||
| Below-market lease liabilities, net | 96 | 108 | |||||||||
| TOTAL LIABILITIES | 18,566 | 18,602 | |||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| EQUITY | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $0.01 par value; 50,000,000 shares authorized, none issued and outstanding | — | — | |||||||||
Common stock, $0.01 par value; 400,000,000 shares authorized; 10,752,966 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 110 | 110 | |||||||||
| Additional paid-in capital | 94,644 | 94,644 | |||||||||
| Accumulated deficit | (79,251) | (77,852) | |||||||||
| Accumulated other comprehensive income | 43 | — | |||||||||
| Total stockholders’ equity | 15,546 | 16,902 | |||||||||
| Non-controlling interests | 218 | 244 | |||||||||
| TOTAL EQUITY | 15,764 | 17,146 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 34,330 | $ | 35,748 | |||||||
(1)As of June 30, 2023 and December 31, 2022, includes approximately $42 thousand and $576 thousand, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities. Refer to Note 3. “Variable Interest Entities”.
See accompanying notes to condensed consolidated financial statements.
4
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except shares and per share amounts)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Rental and reimbursements | $ | 625 | $ | 721 | $ | 1,252 | $ | 1,455 | |||||||||||||||
| Expense: | |||||||||||||||||||||||
| Operating and maintenance | 289 | 565 | 651 | 1,050 | |||||||||||||||||||
| General and administrative | 410 | 511 | 785 | 948 | |||||||||||||||||||
| Depreciation and amortization | 253 | 298 | 506 | 592 | |||||||||||||||||||
| Interest expense | 367 | 312 | 735 | 632 | |||||||||||||||||||
| Loss on early lease termination | — | 190 | — | 190 | |||||||||||||||||||
| Loss on impairment of real estate | — | 5,883 | — | 5,883 | |||||||||||||||||||
| 1,319 | 7,759 | 2,677 | 9,295 | ||||||||||||||||||||
| Operating loss | (694) | (7,038) | (1,425) | (7,840) | |||||||||||||||||||
| Net loss | (694) | (7,038) | (1,425) | (7,840) | |||||||||||||||||||
| Net loss attributable to non-controlling interests | (12) | (131) | (26) | (146) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (682) | $ | (6,907) | $ | (1,399) | $ | (7,694) | |||||||||||||||
| Loss per common share - basic and diluted | $ | (0.06) | $ | (0.64) | $ | (0.13) | $ | (0.72) | |||||||||||||||
| Weighted average shares outstanding used to calculate loss per common share - basic and diluted | 10,752,966 | 10,752,966 | 10,752,966 | 10,752,966 | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized gain on interest rate cap | $ | 38 | $ | — | $ | 43 | $ | — | |||||||||||||||
| Comprehensive loss attributable to common stockholders | $ | (644) | $ | (6,907) | $ | (1,356) | $ | (7,694) | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except shares)
(unaudited)
| Six Months Ended June 30, 2023 and 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | APIC(1) | Accumulated Deficit | AOCI(2) | Total Stockholders’ Equity | NCI(3) | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| BALANCE — December 31, 2022 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (77,852) | $ | — | $ | 16,902 | $ | 244 | $ | 17,146 | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (1,399) | — | (1,399) | (26) | (1,425) | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate cap | — | — | — | — | 43 | 43 | — | 43 | |||||||||||||||||||||||||||||||||||||||
| BALANCE — June 30, 2023 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (79,251) | $ | 43 | $ | 15,546 | $ | 218 | $ | 15,764 | ||||||||||||||||||||||||||||||||
| BALANCE — December 31, 2021 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (66,307) | $ | — | $ | 28,447 | $ | 461 | $ | 28,908 | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (7,694) | — | (7,694) | (146) | (7,840) | |||||||||||||||||||||||||||||||||||||||
| BALANCE — June 30, 2022 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (74,001) | $ | — | $ | 20,753 | $ | 315 | $ | 21,068 | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 and 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | APIC(1) | Accumulated Deficit | AOCI(2) | Total Stockholders’ Equity | NCI(3) | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| BALANCE — March 31, 2023 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (78,569) | $ | 5 | $ | 16,190 | $ | 230 | $ | 16,420 | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (682) | — | (682) | (12) | (694) | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate cap | — | — | — | — | 38 | 38 | — | 38 | |||||||||||||||||||||||||||||||||||||||
| BALANCE — June 30, 2023 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (79,251) | $ | 43 | $ | 15,546 | $ | 218 | $ | 15,764 | ||||||||||||||||||||||||||||||||
| BALANCE — March 31, 2022 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (67,094) | $ | — | $ | 27,660 | $ | 446 | $ | 28,106 | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (6,907) | — | (6,907) | (131) | (7,038) | |||||||||||||||||||||||||||||||||||||||
| BALANCE — June 30, 2022 | 10,752,966 | $ | 110 | $ | 94,644 | $ | (74,001) | $ | — | $ | 20,753 | $ | 315 | $ | 21,068 | ||||||||||||||||||||||||||||||||
(1) APIC: Additional paid-in capital
(2) AOCI: Accumulated other comprehensive income
(3) NCI: Non-controlling interest
See accompanying notes to condensed consolidated financial statements.
6
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (1,425) | $ | (7,840) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Unrealized gain on interest rate cap | 43 | — | |||||||||
| Loss on impairment of real estate | — | 5,883 | |||||||||
| Straight-line rent | (17) | (84) | |||||||||
| Amortization of deferred financing costs | 27 | 192 | |||||||||
| Depreciation and amortization | 506 | 592 | |||||||||
| Amortization of above and below-market leases | (12) | (10) | |||||||||
| Provision for losses on tenant receivable | 93 | 19 | |||||||||
| Loss on early lease termination | — | 190 | |||||||||
| Other | — | 42 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses and other assets | 131 | 34 | |||||||||
| Tenant receivables | (136) | 22 | |||||||||
| Accounts payable and accrued expenses | 15 | (365) | |||||||||
| Amounts due to affiliates | (1) | (1) | |||||||||
| Other liabilities | (41) | (24) | |||||||||
| Net cash used in operating activities | (817) | (1,350) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investment in properties under development and development costs | — | (916) | |||||||||
| Improvements and capital expenditures | (35) | (167) | |||||||||
| Payments for leasing costs | (4) | (98) | |||||||||
| Net cash used in investing activities | (39) | (1,181) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from notes payable from investments in consolidated variable interest entities | — | 152 | |||||||||
| Loan proceeds from an affiliate | — | 1,350 | |||||||||
| Payment of loan fees and financing costs | (313) | — | |||||||||
| Net cash (used in) provided by financing activities | (313) | 1,502 | |||||||||
| Net (decrease) in cash, cash equivalents and restricted cash | (1,169) | (1,029) | |||||||||
| Cash, cash equivalents and restricted cash – beginning of period | 3,471 | 2,407 | |||||||||
| Cash, cash equivalents and restricted cash – end of period | $ | 2,302 | $ | 1,378 | |||||||
| Supplemental disclosure of non-cash investing and financing activities and other cash flow information: | |||||||||||
| Change in accrued liabilities capitalized to investment in development | $ | — | $ | (22) | |||||||
| Amortization of deferred loan fees capitalized to investment in development | — | 87 | |||||||||
| Changes in capital improvements and leasing costs, accrued but not paid | 29 | 90 | |||||||||
| Cash paid for interest, net of amounts capitalized | $ | 699 | $ | 385 | |||||||
See accompanying notes to condensed consolidated financial statements.
7
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BUSINESS
Strategic Realty Trust, Inc. (the “Company”) was formed on September 18, 2008, as a Maryland corporation. Effective August 22, 2013, the Company changed its name from TNP Strategic Retail Trust, Inc. to Strategic Realty Trust, Inc. The Company believes it qualifies as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and has elected REIT status beginning with the taxable year ended December 31, 2009, the year in which the Company began material operations.
Since the Company’s inception, its business has been managed by an external advisor. The Company has no direct employees and all management and administrative personnel responsible for conducting the Company’s business are employed by its advisor. The Company is currently externally managed and advised by SRT Advisor, LLC, a Delaware limited 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 2024. The current term of the Advisory Agreement terminates on August 9, 2024. As of April 2021, the advisor is an affiliate of PUR Management LLC (“PUR”), which is an affiliate of L3 Capital, LLC. L3 Capital, LLC is 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.
Substantially all of the Company’s business is conducted through Strategic Realty Operating Partnership, L.P. (the “OP”). During the Company’s initial public offering (“Offering”), as the Company accepted subscriptions for shares of its common stock, it transferred substantially all of the net proceeds of the Offering to the OP as a capital contribution. The Company is the sole general partner of the OP. As of June 30, 2023 and December 31, 2022, the Company owned 98.1% of the limited partnership interests in the OP.
The Company’s principal demands for funds are the payment of operating expenses and the interest on outstanding indebtedness. The Company’s available capital resources, cash and cash equivalents on hand and sources of liquidity are currently limited. The Company expects its cash needs will be funded using cash from operations, future asset sales and debt financing.
The Company manages a portfolio of income-producing retail properties located in California. As of June 30, 2023, the Company’s portfolio was comprised of six properties, with approximately 27,000 rentable square feet of retail space located in California, as well as an improved land parcel. As of June 30, 2023, the rentable space at the Company’s retail properties was 85% leased.
Liquidity
Given the ongoing workforce shortages, global supply chain bottlenecks and shortages, and high inflation, the Company continues to monitor and address risks related to the COVID-19 pandemic and the general state of the economy. The Company believes that the actions taken to improve its financial position and maximize liquidity, including the suspension of distributions and the share redemption program, will continue to mitigate the impact to the Company’s cash flow caused by the adverse effects of the COVID-19 pandemic and the current impact of inflation and rising interests rates and the general state of the economy on the Company’s portfolio and retail tenants.
The Company’s cash demands have been primarily funded by cash provided by property operations, debt financings and the sales of properties. The COVID-19 pandemic had a material detrimental impact on the Company’s retail tenants and their ability to pay rent and consequently on the Company’s liquidity. As of June 30, 2023, the Company had approximately $2.1 million in cash and cash equivalents. In addition, the Company had approximately $0.2 million of restricted cash (funds held by the lenders for property taxes, insurance, tenant improvements, leasing commissions, capital expenditures, rollover reserves and other financing needs).
8
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The SRT Loan (as defined below) is secured by six of the Company’s core urban properties in Los Angeles and San Francisco. The SRT Loan does not have restrictive covenants that could trigger a default caused by tenants not paying rent or seeking rent relief. We have exercised one extension option and the SRT Loan has one remaining extension option available, with covenants and conditions and while there is no guarantee of meeting the covenants and conditions, management believes they would exercise the extension options, or refinance if needed.
Plan of Liquidation
The Company’s focus in 2023 is exploring strategic alternatives available to it to provide liquidity to its stockholders. On May 12, 2023, the board of directors unanimously approved the sale of all of the Company’s assets and the dissolution of the Company pursuant to the terms of a plan of complete liquidation and dissolution of the Company (the “Plan of Liquidation”). The principal purpose of the Plan of Liquidation is to maximize stockholder value by selling the Company’s assets, paying its debts and distributing the net proceeds from liquidation to the Company’s stockholders. Pursuant to the Company’s charter, the affirmative vote of a majority of all of the shares of the Company’s common stock entitled to vote on the Plan of Liquidation is required for approval of the Plan of Liquidation. The Company can provide no assurance that the Plan of Liquidation will be approved by the Company’s stockholders.
If the Plan of Liquidation is approved by the Company’s stockholders, the Company will pay multiple, or a single, liquidating distribution payments to its stockholders during the liquidation process and will pay a final liquidating distribution after the Company sells all of its assets, pays all of its known liabilities and provides for unknown liabilities. The Company expects to complete these activities within 24 months after stockholder approval of the Plan of Liquidation; however, there can be no assurances regarding the amounts of any liquidating distributions or the timing thereof.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-K and Regulation S-X.
The interim unaudited condensed consolidated financial statements include the accounts of the Company, the OP, their direct and indirect owned subsidiaries, and the accounts of joint ventures that are determined to be variable interest entities for which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s condensed consolidated financial position, results of operations and cash flows have been included.
The Company evaluates the need to consolidate joint ventures and variable interest entities based on standards set forth in ASC Topic 810, Consolidation (“ASC 810”). In determining whether the Company has a controlling interest in a joint venture or a variable interest entity and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners/members, as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. During the three and six months ended June 30, 2023 and 2022, the Company held variable interests in two variable interest entities and consolidated those entities. Refer to Note 3. “Variable Interest Entities” for additional information.
9
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Derivative Instruments and Hedging Activities
The Company measures derivative instruments at fair value and records them as assets or liabilities, depending on its rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.
The Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the consolidated balance sheets. The Company does not use derivatives for trading or speculative purposes. For the periods presented, the Company's derivative, comprised of an interest rate cap, qualified and was designated as a cash flow hedge, and was not deemed ineffective.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three months or less from the respective dates of deposit. The Company limits cash investments to financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk in cash.
Restricted cash includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, debt service and leasing costs held by lenders.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statement of cash flows (amounts in thousands):
| June 30, 2023 | June 30, 2022 | ||||||||||
| Cash and cash equivalents | $ | 2,057 | $ | 948 | |||||||
| Restricted cash | 245 | 430 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 2,302 | $ | 1,378 | |||||||
Recent Accounting Pronouncements
The FASB issued the following ASUs, which could have potential impact to the Company’s condensed consolidated financial statements:
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time through December 31, 2022. The adoption of Reference Rate Reform did not have an impact on the Company’s consolidated financial statements. As a result of the adoption the Company did not modify any existing debt agreements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires a financial asset, measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Adjustments resulting from adopting ASU 2016-13 shall be applied through a cumulative-effect adjustment to retained earnings. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates (“ASU 2019-10”). ASU 2019-10 extended the mandatory effective date for smaller reporting companies to beginning after December 15, 2022. The adoption of Financial Instruments - Credit Losses did not have an impact on the Company’s consolidated financial statements.
3. VARIABLE INTEREST ENTITIES
The Company had variable interests in, and was the primary beneficiary of, variable interest entities (“VIEs”) through its investments in (i) the Sunset & Gardner Joint Venture and (ii) the 3032 Wilshire Joint Venture. The Company has consolidated the accounts of these variable interest entities.
Sale of Joint Venture Properties
On December 21, 2022, the Company consummated the disposition of the Sunset & Gardner Joint Venture Property to an unaffiliated third party for $12.9 million in cash, before customary closing and transaction costs.
10
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Company’s condensed consolidated statements of operations and comprehensive income include net operating losses of approximately $18 thousand and $41 thousand for the three and six months ended June 30, 2023, respectively, and net operating losses of approximately $3.4 million and $3.1 million for the three and six months ended June 30, 2022, respectively, related to the Sunset & Gardner Joint Venture Property.
On October 11, 2022, the Company consummated the disposition of the Wilshire Joint Venture Property to an unaffiliated third party for $16.5 million in cash, before customary closing and transaction costs.
The Company’s condensed consolidated statements of operations include net operating losses of approximately $19 thousand and $89 thousand for the three and six months ended June 30, 2023, respectively, and net operating losses of approximately $2.8 million and $3.2 million for the three and six months ended June 30, 2022, respectively, related to the Wilshire Joint Venture Property.
Joint Ventures
The following table reflects the aggregate assets and liabilities of the Sunset & Gardner Joint Venture and the Wilshire Joint Venture, which were consolidated by the Company, as of June 30, 2023 and December 31, 2022 (amounts in thousands):
| June 30, | December 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| ASSETS | |||||||||||
| Cash, cash equivalents and restricted cash | $ | 28 | $ | 531 | |||||||
| Prepaid expenses and other assets, net | — | 19 | |||||||||
| Other receivables, net | 14 | 26 | |||||||||
TOTAL ASSETS (1) | $ | 42 | $ | 576 | |||||||
| LIABILITIES | |||||||||||
| Accounts payable and accrued expenses | $ | 9 | $ | 31 | |||||||
| TOTAL LIABILITIES | $ | 9 | $ | 31 | |||||||
(1)The assets of the Sunset & Gardner Joint Venture and Wilshire Joint Venture can be used only to settle obligations of the respective consolidated joint ventures.
4. LEASES
Operating Leases
The Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of June 30, 2023, the leases at the Company’s properties have remaining terms (excluding options to extend) of up to 8.9 years with a weighted-average remaining term (excluding options to extend) of approximately 5.5 years. The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, 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 security deposits from tenants in the form of a cash deposit and/or a letter of credit. Amounts required as security deposits vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. 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 tenant leases are included in other liabilities in the accompanying condensed consolidated balance sheets and totaled approximately $0.1 million as of June 30, 2023 and December 31, 2022, respectively.
11
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table presents the components of income from real estate operations for the three and six months ended June 30, 2023 and 2022 (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Lease income - operating leases | $ | 472 | $ | 480 | $ | 949 | $ | 1,057 | |||||||||||||||
Variable lease income (1) | 153 | 241 | 303 | 398 | |||||||||||||||||||
| Rental and reimbursements income | $ | 625 | $ | 721 | $ | 1,252 | $ | 1,455 | |||||||||||||||
(1)Primarily includes tenant reimbursements for real estate taxes, insurance, consideration based on sales, common area maintenance, utilities, marketing, and certain other items including negative variable lease income.
As of June 30, 2023 and December 31, 2022, approximately $686 thousand and $631 thousand of straight-line rent receivable was included in tenant receivables in the condensed consolidated balance sheets, respectively.
As of June 30, 2023, the future minimum rental income from the Company’s properties under non-cancelable operating leases, was as follows (amounts in thousands):
| Remainder 2023 | $ | 910 | |||
| 2024 | 1,860 | ||||
| 2025 | 1,763 | ||||
| 2026 | 1,476 | ||||
| 2027 | 1,121 | ||||
| Thereafter | 4,719 | ||||
| Total | $ | 11,849 | |||
5. LEASE INTANGIBLES AND BELOW-MARKET LEASE LIABILITIES, NET
As of June 30, 2023 and December 31, 2022, the Company’s above-market lease intangibles, at-market lease intangibles and below-market lease liabilities were as follows (amounts in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
| At-Market Lease Intangibles | Above-Market Lease Intangibles | Below-Market Lease Intangibles | At-Market Lease Intangibles | Above-Market Lease Intangibles | Below-Market Lease Intangibles | ||||||||||||||||||||||||||||||
| Cost | $ | 765 | $ | — | $ | (247) | $ | 765 | $ | — | $ | (247) | |||||||||||||||||||||||
| Accumulated amortization | (495) | — | 151 | (457) | — | 139 | |||||||||||||||||||||||||||||
| Total | $ | 270 | $ | — | $ | (96) | $ | 308 | $ | — | $ | (108) | |||||||||||||||||||||||
Amortization of at-market lease intangible assets is recorded in depreciation and amortization expense and amortization of above-market rent and below-market rent is recorded as a reduction to and increase to rental and reimbursements, respectively, in the consolidated statements of operations and comprehensive income. The Company’s amortization of above-market lease intangibles, at-market lease intangibles and below-market lease liabilities for the three and six months ended June 30, 2023 and 2022, were as follows (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Amortization | |||||||||||||||||||||||
| At-Market lease intangibles | $ | (19) | $ | (21) | $ | (38) | $ | (43) | |||||||||||||||
| Above-Market lease intangibles | $ | — | $ | — | $ | — | $ | (1) | |||||||||||||||
| Below-Market lease liabilities | $ | 6 | $ | 6 | $ | 12 | $ | 11 | |||||||||||||||
12
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. DEFERRED LEASING COSTS, NET
Deferred leasing costs consist primarily of initial direct costs in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. As of June 30, 2023 and December 31, 2022, details of these deferred costs were as follows (amounts in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Deferred leasing costs | $ | 474 | $ | 440 | |||||||
| Accumulated amortization | (115) | (87) | |||||||||
| Deferred leasing costs, net | $ | 359 | $ | 353 | |||||||
Amortization of deferred leasing costs is recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive income. The Company’s deferred leasing costs amortization for the three and six months ended June 30, 2023 and 2022, were as follows (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Amortization of deferred leasing costs | $ | (14) | $ | (11) | $ | (28) | $ | (22) | |||||||||||||||
7. NOTES PAYABLE, NET
On December 24, 2019, the Company entered into a Loan Agreement (the “SRT Loan Agreement”) with PFP Holding Company, LLC (the “SRT Lender”) for a non-recourse secured loan (the “SRT Loan”).
The SRT Loan is secured by first deeds of trust on the Company’s five San Francisco assets (Fulton Shops, 8 Octavia, 400 Grove, 450 Hayes and 388 Fulton Street) as well as the Company’s Silverlake Collection located in Los Angeles. The SRT Loan was scheduled to mature on January 9, 2023. On January 18, 2023, pursuant to the terms of the SRT Loan Agreement, the Company and the SRT Lender extended the maturity date of the SRT Loan for an additional twelve-month period under the same terms and conditions. The new maturity date is January 9, 2024. The Company has one additional option to extend the term of the loan for an additional twelve-month period, subject to the satisfaction of certain covenants and conditions contained in the SRT Loan Agreement. The Company has the right to prepay the SRT Loan in whole at any time or in part from time to time, subject to the payment of 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.
As of June 30, 2023, the SRT Loan had a principal balance of approximately $18.0 million. The SRT Loan is a floating Secured Overnight Financing Rate (“SOFR”) rate loan which bears interest at 30-day SOFR (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. Effective December 24, 2019, the Company entered into a derivative transaction with a financial institution with a notional amount of $18,000,000, representing an interest rate cap. The Company received a payment from the counterparty if the rate on SOFR exceeds 3.5%. The instrument was measured at fair value using readily observable market inputs, such as quotations on interest rates, and classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. The Company paid $17 thousand for the derivative and it matured on January 9, 2023. The impact of the interest rate cap is immaterial for all periods reported and is included as a component of interest expense in the condensed consolidated statements of operations and comprehensive income. Effective January 9, 2023, the Company entered into a derivative transaction with a financial institution with a notional amount of $18,000,000, representing an interest rate cap. The Company will receive a payment from the counterparty if the rate on SOFR exceeds 3.5%. The instrument is measured at fair value which was determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets and is classified as Level 2 in the fair value hierarchy. The Company paid $260 thousand for the derivative and it matures on January 9, 2024. The interest rate cap is included in Prepaid expenses and other assets on the condensed consolidated balance sheets. As of June 30, 2023 the fair value of the derivative was approximately $173 thousand. For the three and six months ended June 30, 2023, approximately $38 thousand and $43 thousand, respectively, was recognized in other comprehensive income on the accompanying condensed consolidated statements of operations and comprehensive income.
Pursuant to the SRT Loan, the Company must comply with certain matters contained in the loan documents including but not limited to, (i) requirements to deliver audited and unaudited financial statements, SEC filings, tax returns, pro forma
13
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
budgets, and quarterly compliance certificates, and (ii) minimum limits on the Company’s 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 of June 30, 2023, the Company was in compliance with the loan requirements.
In connection with the SRT Loan, the Company executed customary non-recourse carveout and environmental guaranties, together with limited additional assurances with regard to the condominium structures of the San Francisco assets.
The following is a schedule of future principal payments for all of the Company’s notes payable outstanding as of June 30, 2023 (amounts in thousands):
| Remainder of 2023 | $ | — | |||
| 2024 | 18,000 | ||||
| Total future principal payments | 18,000 | ||||
| Unamortized financing costs, net | 26 | ||||
| Notes payable, net | $ | 17,974 | |||
The following table sets forth interest costs incurred by the Company for the periods presented (amounts in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Expensed | |||||||||||||||||||||||
| Interest costs, net of amortization of deferred financing costs | $ | 353 | $ | 228 | $ | 708 | $ | 440 | |||||||||||||||
| Amortization of deferred financing costs | 14 | 84 | 27 | 192 | |||||||||||||||||||
| Total interest expensed | $ | 367 | $ | 312 | $ | 735 | $ | 632 | |||||||||||||||
| Capitalized | |||||||||||||||||||||||
| Interest costs, net of amortization of deferred financing costs | $ | — | $ | 396 | $ | — | $ | 779 | |||||||||||||||
| Amortization of deferred financing costs | — | 43 | — | 87 | |||||||||||||||||||
| Total interest capitalized | $ | — | $ | 439 | $ | — | $ | 866 | |||||||||||||||
As of June 30, 2023 and December 31, 2022, interest expense payable was approximately $0.1 million for each period.
8. FAIR VALUE DISCLOSURES
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and interest rate swaps; and Level 3, for financial instruments or other assets/liabilities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring the Company to develop its own assumptions.
The Company has a derivative asset, which was included in prepaid expenses and other assets on the condensed consolidated balance sheets, and comprised of a interest rate cap. The derivative instrument was measured at fair value which was determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized the interest rate cap as Level 2.
The Company believes the total carrying values reflected on its consolidated balance sheets for cash, cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses, amounts due to affiliates, mortgage loan and construction loan secured by properties under development, and the Company’s multi-property secured financing, reasonably approximated their fair values based on their nature, terms, and interest rates that approximate current market rates at June 30, 2023.
As part of the Company’s ongoing evaluation of the Company’s real estate portfolio, the Company estimates the fair value of its investments in real estate by obtaining outside independent appraisals on all of the operating properties. The appraised values are compared with the carrying values of its real estate portfolio to determine if there are indications of impairment.
14
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the three and six months ended June 30, 2023, Company did not record any impairment losses.
For the three and six months ended June 30, 2022, the Company recorded impairment losses of approximately $2.4 million and $3.5 million, related to the Wilshire Joint Venture Property and the development property owned by the Sunset & Gardner Joint Venture, respectively.
9. EQUITY
Share Redemption Program
On April 1, 2015, the Company’s board of directors approved the reinstatement of the share redemption program (which had been suspended since January 15, 2013) and adopted the SRP. Under the SRP, only shares submitted for repurchase in connection with the death or “qualifying disability” (as defined in the SRP) of a stockholder are eligible for repurchase by the Company. Share repurchases pursuant to the SRP are made at the sole discretion of the Company. The Company reserves the right to reject any redemption request for any reason or no reason or to amend or terminate the share redemption program at any time subject to the notice requirements in the SRP.
In order to preserve cash in response to the potential economic impact of COVID-19 on the Company, the board of directors approved the suspension of the SRP effective on May 21, 2020. On May 12, 2023, in connection with the approval of the Plan of Liquidation, the board of directors approved the termination of the SRP.
There were no share redemptions during the three and six months ended June 30, 2023 and 2022.
Cumulatively, through June 30, 2023, the Company has redeemed 878,458 shares for $6.2 million.
Distributions
In order to qualify as a REIT, the Company is required to distribute at least 90% of its annual REIT taxable income, subject to certain adjustments, to its stockholders. The Company’s board of directors regularly evaluates the amount and timing of distributions based on the Company’s operational cash needs.
In response to the COVID-19 pandemic, its impact on the economy and the related future uncertainty, on March 27, 2020, the board of directors of the Company determined to suspend the payment of any dividend for the quarter ending March 31, 2020, and to consider future dividend payments on a quarter by quarter basis. Dividend payments were not reinstated as of June 30, 2023.
10. EARNINGS PER SHARE
EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during each period.
The following table sets forth the computation of the Company’s basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 (amounts in thousands, except shares and per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Numerator - basic and diluted | |||||||||||||||||||||||
| Net loss | $ | (694) | $ | (7,038) | $ | (1,425) | $ | (7,840) | |||||||||||||||
| Net loss attributable to non-controlling interests | (12) | (131) | (26) | (146) | |||||||||||||||||||
| Net loss attributable to common shares | $ | (682) | $ | (6,907) | $ | (1,399) | $ | (7,694) | |||||||||||||||
| Denominator - basic and diluted | |||||||||||||||||||||||
| Basic weighted average common shares | 10,752,966 | 10,752,966 | 10,752,966 | 10,752,966 | |||||||||||||||||||
Common Units (1) | — | — | — | — | |||||||||||||||||||
| Diluted weighted average common shares | 10,752,966 | 10,752,966 | 10,752,966 | 10,752,966 | |||||||||||||||||||
| Loss per common share - basic and diluted | |||||||||||||||||||||||
| Net loss attributable to common shares | $ | (0.06) | $ | (0.64) | $ | (0.13) | $ | (0.72) | |||||||||||||||
(1)For the three and six months ended June 30, 2023 and 2022, the effect of 204,323 of convertible Common Units pursuant to the redemption rights outlined in the Company’s registration statement on Form S-11 have not been included as they would not be dilutive.
15
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11. RELATED PARTY TRANSACTIONS
On August 7, 2013, the Company entered into the Advisory Agreement with the Advisor, which has been renewed for successive terms with a current expiration date of August 9, 2024. The Advisor manages the Company’s business as the Company’s external advisor pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, the Company pays the Advisor specified fees for services related to the investment of funds in real estate and real estate-related investments, management of the Company’s investments and for other services. On August 12, 2022, the Company, the OP, and the Advisor, entered into the Tenth Amendment to the Advisory Agreement (the “Tenth Amendment”). The Tenth Amendment renewed the term of the Advisory Agreement for an additional twelve-month period, beginning on August 10, 2022 and amended certain provisions in the Advisory Agreement with respect to the payment of certain fees as follows. The disposition fee payable to the Advisor was reduced by half in connection with the sale of certain properties held by the Company during the renewed term of the agreement. The financing coordination fee payable to the Advisor was waived in connection with the refinancings of the Wilshire Joint Venture Property and Sunset & Gardner Joint Venture property. The asset management fee payable to the Advisor for the twelve-month period commencing August 2022 through July 2023 was reduced to $250,000 in the aggregate. In all other material respects, the terms of the Advisory Agreement remain unchanged. On August 9, 2023, the parties entered the Eleventh Amendment to the Advisory Agreement (the “Eleventh Amendment”). The Eleventh Amendment renewed the term of the Advisory Agreement for an additional one-year period and again set the asset management fee at $250,000 in the aggregate for the twelve-month period commencing August 2023 through July 2024. The Advisory Agreement remained unchanged in all other respects.
The Company is party to property management agreements with respect to each of its properties pursuant to which PUR was engaged to serve as property manager. The property management agreements expire August 10, 2024 and will automatically renew every year, unless expressly terminated.
Summary of Related Party Fees
The following table sets forth the Advisor related-party costs incurred and payable by the Company for the periods presented (amounts in thousands):
| Incurred | Payable as of | |||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | June 30, | December 31, | |||||||||||||||||||||||||||||||||||
| Expensed | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||||
| Asset management fees | $ | 63 | $ | 144 | $ | 125 | $ | 287 | $ | 21 | $ | 21 | ||||||||||||||||||||||||||
| Reimbursement of operating expenses | — | — | — | 14 | — | — | ||||||||||||||||||||||||||||||||
| Property management fees | 22 | 31 | 45 | 55 | 15 | 16 | ||||||||||||||||||||||||||||||||
| Total | $ | 85 | $ | 175 | $ | 170 | $ | 356 | $ | 36 | $ | 37 | ||||||||||||||||||||||||||
Acquisition Fees
Under the Advisory Agreement, the Advisor is entitled to receive an acquisition fee equal to 1% of (1) the cost of each investment acquired directly by the Company or (2) the Company’s allocable cost of an investment acquired pursuant to a joint venture, in each case including purchase price, acquisition expenses and any debt attributable to such investments. An acquisition fee is capitalized by the Company when the related transaction does not qualify as a business combination; otherwise an acquisition fee is expensed.
Asset Management Fees
Under the Advisory Agreement, the Advisor is entitled to receive an asset management fee equal to a monthly fee of one-twelfth (1/12th) of 0.6% of the higher of (1) aggregate cost on a GAAP basis (before non-cash reserves and depreciation) of all investments the Company owns, including any debt attributable to such investments, or (2) the fair market value of the Company’s investments (before non-cash reserves and depreciation) if the board of directors has authorized the estimate of a fair market value of the Company’s investments; provided, however, that the asset management fee will not be less than $250,000 in the aggregate during any one calendar year. The Tenth Amendment and the Eleventh Amendment amended the asset management fee payable to the Advisor in each of the twelve-month periods commencing August 2022 through July 2023 and August 2023 through July 2024 to $250,000 in the aggregate.
16
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Reimbursement of Operating Expenses
The Company reimburses the Advisor for all expenses paid or incurred by the Advisor in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s total operating expenses (including the asset management fee described above) at the end of the four preceding fiscal quarters exceeded the greater of (1) 2% of its average invested assets (as defined in the Company’s Articles of Amendment and Restatement (the “Charter”)); or (2) 25% of its net income (as defined in the Charter) determined without reduction for any additions to depreciation, bad debts or other similar non-cash expenses and excluding any gain from the sale of the Company’s assets for that period (the “2%/25% Guideline”). The Advisor is required to reimburse the Company quarterly for any amounts by which total operating expenses exceed the 2%/25% Guideline in the previous expense year that the independent directors do not approve. The Company will not reimburse the Advisor for any of its personnel costs or other overhead costs except for customary reimbursements for personnel costs under property management agreements entered into between the OP and the Advisor or its affiliates. Notwithstanding the above, the Company may reimburse the Advisor for expenses in excess of the 2%/25% Guideline if a majority of the independent directors determine that such excess expenses are justified based on unusual and non-recurring factors.
Property Management Fees
Under the property management agreements the Company pays property management fees calculated at a maximum of up to 4% of the properties’ gross revenue.
Disposition Fees
Under the Advisory Agreement, if the Advisor or its affiliates provide a substantial amount of services, as determined by the Company’s independent directors, in connection with the sale of a real property, the Advisor or its affiliates may be paid disposition fees up to 50% of a customary and competitive real estate commission, but not to exceed 3% of the contract sales price of each property sold. Pursuant to the Tenth Amendment the disposition fee payable to the Advisor was reduced by half in connection with the sale of certain properties held by the Company during the renewed term of the agreement (August 2022 through August 2023).
Leasing Fees
Under the property management agreements, the Company pays a separate fee for the leases of new tenants, and for expansions, extensions and renewals of existing tenants in an amount not to exceed the fee customarily charged by similarly situated parties rendering similar services in the same geographic area for similar properties.
Legal Leasing Fees
Under the property management agreements, the Company pays a market-based legal leasing fee for the negotiation and production of new leases, renewals, and amendments.
Construction Management Fees
In connection with the construction or repair in or about a property, the property manager is responsible for coordinating and facilitating the planning and the performance of all construction and in exchange the Company pays a fee equal to 5% of the hard costs for the project in question.
12. COMMITMENTS AND CONTINGENCIES
Economic Dependency
The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the identification, evaluation, negotiation, purchase, and disposition of real estate and real estate-related investments, management of the daily operations of the Company’s real estate and real estate-related investment portfolio, and other general and administrative responsibilities. In the event that the Advisor is unable to provide such services to the Company, 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. The Company is not aware of any environmental liability that could have a material adverse effect on its condensed consolidated financial condition or results of operations. 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.
17
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
13. SUBSEQUENT EVENTS
On August 9, 2023, the Company renewed the term of our advisory agreement for an additional one year term. Under the advisory agreement, as renewed, the Company will pay the advisor an annual asset management fee equal to $250,000.
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and the notes thereto.
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 Delaware limited 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.
19
Special Note Regarding Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto, including with respect to a Plan of Liquidation (as defined below) are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are only predictions. We caution that forward-looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.
The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. The following are some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
•Although our board of directors has approved the sale of all of our assets and our dissolution pursuant to the terms of a plan of complete liquidation and dissolution (the “Plan of Liquidation”), we can give no assurance whether we will be able to obtain the stockholder approvals required to consummate the Plan of Liquidation or, if we do receive such approval, whether we will be able to successfully implement the Plan of Liquidation and sell our assets, pay our debts and distribute the net proceeds from liquidation to our stockholders as we expect.
•We can give no assurance regarding the timing of asset dispositions and the sale prices we will receive for assets and the amount and timing of liquidating distributions to be received by our stockholders.
•We may face unanticipated difficulties, delays or expenditures relating to our implementation of the Plan of Liquidation, which may reduce or delay our payment of liquidating distributions.
•We may face risks associated with legal proceedings, including stockholder litigation, that may be instituted against us related to the Plan of Liquidation.
•The adverse effect of the public health crisis of the novel coronavirus disease (COVID-19) pandemic, or any future pandemic, epidemic or outbreak of infectious disease, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market, in particular with respect to retail commercial properties and the global economy and financial markets.
•Our executive officers and certain other key real estate professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor. As a result, they face conflicts of interest, including conflicts created by our advisor’s compensation arrangements with us and conflicts in allocating time among us and other programs and business activities.
•We are uncertain of our sources for funding our future capital needs. If we cannot obtain debt or equity financing on acceptable terms, our ability to fund or expand our operations will be adversely affected.
•We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. Revenues from our properties could decrease due to a reduction in tenants (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, making it more difficult for us to meet our financial obligations, including debt service and adversely affect total returns to our stockholders.
•All our assets are concentrated in one state and in urban retail properties, any adverse economic, real estate or business conditions in this geographic area or in the urban retail market, including with respect to the continued economic slowdown, the rising interest rate environment and inflation (or the perception that these events may continue) could adversely affect our operating results and the amount of any liquidating distributions to our stockholders.
•Our investments in real estate may be affected by unfavorable real estate market and general economic conditions, including the continued economic slowdown, rapidly rising interest rates and significant inflation (or the perception that these events may continue) as well as lack of lending activity in the debt markets, which could decrease the value
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of our assets and reduce the investment return to our stockholders. Revenues from our properties could decrease. Such events would make it more difficult for us to meet our debt service obligations.
•Certain of our debt obligations have variable interest rates with interest and related payments that vary with the movement of SOFR or other indices. Increases in these indices could increase the amount of our debt payments.
All forward-looking statements should be read in light of the risks identified herein and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”). Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon on any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements made after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Quarterly Report on Form 10-Q, and the risks described in Part I, Item 1A of the 2022 Annual Report on Form 10-K, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved.
Overview
We are a Maryland corporation 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. As of June 30, 2023, our portfolio included six retail properties, excluding a land parcel, comprising an aggregate of approximately 27,000 square feet of multi-tenant, commercial retail space located in California.
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 Delaware limited 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 2023. The current term of the Advisory Agreement terminates on August 9, 2024. As of April 2021, the Advisor is an affiliate of PUR Management LLC, which is an affiliate of L3 Capital, LLC. L3 Capital, LLC is 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.
Plan of Liquidation
On May 12, 2023, our board of directors unanimously approved the sale of all of our assets and our dissolution pursuant to the terms of the Plan of Liquidation. The principal purpose of the Plan of Liquidation is to maximize stockholder value by selling our assets, paying our debts and distributing the net proceeds from liquidation to our stockholders. Pursuant to our charter, the affirmative vote of a majority of all of the shares of our common stock entitled to vote on the Plan of Liquidation is required for approval of the Plan of Liquidation. We can provide no assurance that the Plan of Liquidation will be approved by our stockholders.
If the Plan of Liquidation is approved by our stockholders, we will pay multiple, or a single, liquidating distribution payments to our stockholders during the liquidation process and pay the final liquidating distribution after we sell all of our assets, pay all of our known liabilities and provide for unknown liabilities. We expect to complete these activities within 24 months after stockholder approval of the Plan of Liquidation; however, there can be no assurances regarding the amounts of any liquidating distributions or the timing thereof.
Additional information regarding a Plan of Liquidation was provided to our stockholders in a proxy statement distributed to stockholders in connection with a liquidation vote.
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Market Outlook
Given the ongoing workforce shortages, global supply chain bottlenecks and shortages, recent macroeconomic trends, including inflation and rising interest rates, we continue to monitor and address risks related to the general state of the economy on our portfolio and retail tenants as well as any continued impact from the COVID-19 pandemic. As of June 30, 2023, all of our tenants have resumed paying rent and while we believe that the COVID-19 pandemic 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, we believe that the initial impacts from the pandemic to our portfolio and tenants have started to subside.
During the past year, inflation in the United States has accelerated and is currently expected to continue at an elevated level in the near-term. Rising inflation could have an adverse impact on our variable rate debt, as well as general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. In addition, our retail tenants may experience decreased revenue as a result of rising inflation and reduced consumer spending. The Federal Reserve has recently started raising interest rates to combat inflation and restore price stability and it is expected that rates will continue to rise. As a result, to the extent our exposure to increases in interest rates is not eliminated through interest rate swaps or other protection agreements, such increases may result in higher debt service costs, which will adversely affect our cash flows.
We believe that the actions we have taken to improve our financial position and maximize our liquidity, as described further in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Annual Report on Form 10-K, will continue to mitigate the impact to our cash flow caused by the current macroeconomic trends.
Property Portfolio
As of June 30, 2023, our portfolio included six retail properties, excluding a residual land parcel at Topaz Marketplace, which we refer to as “our properties” or “our portfolio,” comprising an aggregate of approximately 27,000 square feet of multi-tenant, commercial retail space located in California. As of June 30, 2023 approximately 85% of our real estate investments were leased (based on rentable square footage), with a weighted-average remaining lease term of approximately 5.5 years. As of December 31, 2022, approximately 88% of our portfolio was leased (based on rentable square footage as of December 31, 2022), with a weighted-average remaining lease term of approximately 5.8 years.
| (dollars in thousands) | Rentable Square Feet | Percent Leased (2) | Effective Rent (3) (per Sq. Foot) | Date Acquired | Original Purchase Price | Debt (4) | ||||||||||||||||||||||||||||||||||||||
Property Name (1) | Location | |||||||||||||||||||||||||||||||||||||||||||
| Wholly-owned Real Estate Investments | ||||||||||||||||||||||||||||||||||||||||||||
| 400 Grove Street | San Francisco, CA | 2,000 | 100 | % | $ | 54.00 | 6/14/2016 | $ | 2,890 | $ | 1,450 | |||||||||||||||||||||||||||||||||
| 8 Octavia Street | San Francisco, CA | 3,640 | 27 | % | 65.56 | 6/14/2016 | 2,740 | 1,500 | ||||||||||||||||||||||||||||||||||||
| Fulton Shops | San Francisco, CA | 3,758 | 66 | % | 58.76 | 7/27/2016 | 4,595 | 2,200 | ||||||||||||||||||||||||||||||||||||
| 450 Hayes | San Francisco, CA | 3,724 | 100 | % | 103.37 | 12/22/2016 | 7,567 | 3,650 | ||||||||||||||||||||||||||||||||||||
| 388 Fulton | San Francisco, CA | 3,110 | 100 | % | 63.82 | 1/4/2017 | 4,195 | 2,300 | ||||||||||||||||||||||||||||||||||||
| Silver Lake | Los Angeles, CA | 10,876 | 100 | % | 83.65 | 1/11/2017 | 13,300 | 6,900 | ||||||||||||||||||||||||||||||||||||
| 27,108 | $ | 35,287 | $ | 18,000 | ||||||||||||||||||||||||||||||||||||||||
(1)List of properties does not include a residual parcel at Topaz Marketplace as of June 30, 2023.
(2)Percentage is based on leased rentable square feet of each property as of June 30, 2023.
(3)Effective rent per square foot is calculated by dividing the annualized June 30, 2023 contractual base rent by the total square feet occupied at the property. The contractual base rent does not include other items such as tenant concessions (e.g., free rent), percentage rent, and expense recoveries.
(4) Debt represents the outstanding balance as of June 30, 2023, and excludes approximately $26 thousand of deferred financing costs, net, as a contra-liability. For more information on our financing, refer to Note 7. “Notes Payable, Net” to our condensed consolidated financial statements included in this Quarterly Report.
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Results of Operations
Comparison of the three and six months ended June 30, 2023, versus the three and six months ended June 30, 2022.
The following table provides summary information about our results of operations for the three and six months ended June 30, 2023 and 2022 (amounts in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| Rental revenue and reimbursements | $ | 625 | $ | 721 | $ | (96) | (13.3) | % | |||||||||||||||
| Operating and maintenance expenses | 289 | 565 | (276) | (48.8) | % | ||||||||||||||||||
| General and administrative expenses | 410 | 511 | (101) | (19.8) | % | ||||||||||||||||||
| Depreciation and amortization expenses | 253 | 298 | (45) | (15.1) | % | ||||||||||||||||||
| Interest expense | 367 | 312 | 55 | 17.6 | % | ||||||||||||||||||
| Loss on early lease termination | — | 190 | (190) | (100.0) | % | ||||||||||||||||||
| Loss on impairment of real estate | — | 5,883 | (5,883) | (100.0) | % | ||||||||||||||||||
| Net loss | $ | (694) | $ | (7,038) | $ | 6,344 | (90.1) | % | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||
| Rental revenue and reimbursements | $ | 1,252 | $ | 1,455 | $ | (203) | (14.0) | % | |||||||||||||||
| Operating and maintenance expenses | 651 | 1,050 | (399) | (38.0) | % | ||||||||||||||||||
| General and administrative expenses | 785 | 948 | (163) | (17.2) | % | ||||||||||||||||||
| Depreciation and amortization expenses | 506 | 592 | (86) | (14.5) | % | ||||||||||||||||||
| Interest expense | 735 | 632 | 103 | 16.3 | % | ||||||||||||||||||
| Loss on early lease termination | — | 190 | (190) | (100.0) | % | ||||||||||||||||||
| Loss on impairment of real estate | — | 5,883 | (5,883) | (100.0) | % | ||||||||||||||||||
| Net loss | $ | (1,425) | $ | (7,840) | $ | 6,415 | (81.8) | % | |||||||||||||||
Our results of operations for the three and six months June 30, 2023, are not necessarily indicative of those expected in future periods due to asset sales and anticipated asset sales. If the Plan of Liquidation is approved by our stockholders, we will undertake an orderly liquidation by selling all of our assets, paying our known liabilities, providing for unknown liabilities and distributing the net proceeds from liquidation to our stockholders. There can be no assurances regarding the amounts of any liquidating distributions or the timing thereof. In general, we expect that our revenues and expenses related to our portfolio will decrease in future periods due to anticipated disposition activity.
Revenue
The decrease in revenue during the three and six months ended June 30, 2023, compared to the same period in 2022, was primarily due to the sale of the Wilshire Joint Venture Property during the fourth quarter of 2022 and receipt of key money from new tenant as part of new lease agreement at the 388 Fulton property during the second quarter of 2022.
Operating and maintenance expenses
Operating and maintenance expenses decreased during the three and six months ended June 30, 2023, compared to the same periods in 2022, primarily due to sale of the Wilshire Joint Venture Property during the fourth quarter of 2022 and lower legal fees. Decrease partially offset by higher bad debt expense.
General and administrative expenses
General and administrative expenses decreased during the three and six months ended June 30, 2023, compared to the same periods in 2022, primarily due to lower audit and other professional fees and lower asset management fees. Increase partially offset by higher investor relations and legal costs associated with the Plan of Liquidation.
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Depreciation and amortization expenses
Depreciation and amortization expenses decreased during the three and six months ended June 30, 2023, compared to the same periods in 2022, primarily due to the sale of the Wilshire Joint Venture Property during the fourth quarter of 2022.
Interest expense
Interest expense increased during the three and six months ended June 30, 2023, compared to the same period in 2022, primarily due to the capitalization of interest at the Sunset & Gardner Joint Venture development property during the first six months of 2022 not present in first six months of 2023. Additional increase driven by an increase in the Secured Overnight Financing Rate resulting in a higher interest rate on the SRT Loan. Increase partially offset by sale of the Wilshire Joint Venture Property in fourth quarter of 2022 resulting in the subsequent pay off of the Wilshire Construction Loan, as well as lower amortization of deferred financing costs.
Loss on early lease termination
Loss on early lease termination during the three and six months ended June 30, 2022, related to the disposal of assets due to the termination of a tenant lease at the 388 Fulton property.
Loss on impairment of real estate
Loss on impairment of real estate during the three and six months ended June 30, 2022, related to the Wilshire Joint Venture and Sunset & Gardner Joint Venture of approximately $2.4 million and $3.5 million, respectively.
Liquidity and Capital Resources
Our principal demand for funds is for the payment of operating expenses, general and administrative expenses, including expenses in connection with the Plan of Liquidation if approved by our stockholders, and interest on our outstanding indebtedness. Prior to the termination of our initial public offering in February 2013 we used offering proceeds and debt financing 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.
Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures, capital expenditures, debt service payments, the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from real estate investments is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates on our leases, the collectibility of rent and operating recoveries from our tenants and how well we manage our expenditures, all of which may be adversely affected by the general market conditions impacting commercial real estate and our tenants as discussed above.
As described above under “ —Overview — Plan of Liquidation,” our board of directors unanimously approved the sale of all of our assets and our dissolution pursuant to the terms of the Plan of Liquidation. If the Plan of Liquidation is approved by our stockholders, we expect to sell all of our assets, pay all of our known liabilities, provide for unknown liabilities and distribute the net proceeds from liquidation to our stockholders. There can be no assurances regarding the amounts of any liquidating distributions or the timing thereof.
As of June 30, 2023, our cash and cash equivalents were approximately $2.1 million and we had $0.2 million of 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 June 30, 2023 and December 31, 2022, our borrowings were approximately 85.8% and 82.6%, respectively, of the value of our net assets.
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The following table summarizes, for the periods indicated, selected items in our condensed consolidated statements of cash flows (amounts in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2023 | 2022 | $ Change | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | (817) | $ | (1,350) | $ | 533 | |||||||||||
| Investing activities | (39) | (1,181) | 1,142 | ||||||||||||||
| Financing activities | (313) | 1,502 | (1,815) | ||||||||||||||
| Net (decrease) in cash, cash equivalents and restricted cash | $ | (1,169) | $ | (1,029) | |||||||||||||
Cash Flows from Operating Activities
The change in cash flows from operating activities was primarily due to lower operating losses during the six months ended June 30, 2023 as compared to the same period in 2022, driven by the sale of the Wilshire Joint Venture Property during the fourth quarter of 2022 and the full operational loss of the property not present during the first six months of 2023 and a decrease in General and administrative expenses due to lower audit and asset management fees. Additional decrease due to payment of accounts payable and accrued expenses related to repair work at the Silverlake property and building improvements during the six months ended June 30, 2023. We expect cash flows from operating activities to decrease in future periods to the extent a Plan of Liquidation is approved by our stockholders and we begin selling our assets.
Cash Flows from Investing Activities
Cash flows used by investing activities during the six months ended June 30, 2023, consisted of a payment of lease commission and payment of building improvements.
Cash flows used by investing activities during the six months ended June 30, 2022, primarily consisted of $0.9 million of additional investment in the Sunset and Gardner Joint Venture and $0.2 million additional investment in tenant and building improvements at the Wilshire Property.
Cash Flows from Financing Activities
Cash flows used by financing activities during the six months ended June 30, 2023, consisted of the payment of an interest rate cap and loans fees in connection with the extension of the maturity date of the SRT Loan for an additional twelve-month period.
Cash flows provided by financing activities during the six months ended June 30, 2022, primarily consisted of proceeds of approximately $1.4 million from a draw down on the Unsecured Loan from PUR Holdings Lender, LLC, an affiliate of the Advisor. Additional cash was provided by construction loan proceeds of approximately $0.2 million.
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 may fund our short-term operating cash needs from operations, from the sales of properties and from debt.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demand for funds will be for operating expenses, distributions to stockholders and interest and principal payments on current and future indebtedness. Generally, we intend to meet cash needs from our cash flow from operations, debt and sales of properties. Refer to Note 7. “Notes Payable, Net” to our consolidated financial statements included in this Quarterly Report on Form 10-Q 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 continued effects of the COVID-19 pandemic, the current economic slowdown, the rising interest rate environment and inflation (or the public perception that any of these events may continue). The full impact of these events on our rental revenue and, as a result, future cash from operations cannot be determined at present.
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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 and debt obligations for at least the next twelve months and beyond. However, the fixed costs associated with managing a public REIT, including the significant cost of corporate compliance with all federal, state and local regulatory requirements applicable to us with respect to our business activities, are substantial. Such costs include, without limitation, the cost of preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings required under the Exchange Act, or other federal or state laws for the general maintenance of our status as a REIT, under the applicable provisions of the Code, or otherwise. Given the size of our portfolio of properties, these costs constitute a significant percentage of our gross income, reducing our net income and cash flow. Moreover, over the long term, if our cash flow from operations does not increase from current levels, whether through increased occupancy or rent rates, we may have to address a liquidity deficiency as our cash flow is not sufficient to cover our current operating expenses. These forward-looking statements are subject to a number of uncertainties, including with respect to the continuing impact of the COVID-19 pandemic, and the current economic environment and there can be no guarantee that we will be successful with our plan.
We are actively exploring options should cash flow from operations not sufficiently improve, and on May 12, 2023 our board of directors approved the Plan of Liquidation.
Recent Financing Transactions
Multi-Property Secured Financing
On December 24, 2019, we entered into a Loan Agreement (the “SRT Loan Agreement”) with PFP Holding Company, LLC (the “SRT Lender”) for a non-recourse secured loan (the “SRT Loan”).
The SRT Loan is secured by first deeds of trust on our five San Francisco assets (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 was scheduled to mature 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. On January 18, 2023, the Company and the SRT Lender extended the maturity date of the SRT Loan for an additional twelve-month period under the same terms and conditions. The new maturity date is January 9, 2024. We have the right to prepay the SRT Loan in whole at any time or in part from time to time, 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.
As of June 30, 2023, the SRT Loan had a principal balance of approximately $18.0 million. The SRT Loan is a floating Secured Overnight Financing Rate (“SOFR”) rate loan which bears interest at 30-day SOFR (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, SEC filings, 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.
In connection with the SRT Loan, we executed customary non-recourse carveout and environmental guaranties, together with limited additional assurances with regard to the condominium structures of the San Francisco assets.
Guidelines on Total Operating Expenses
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.
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Inflation
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.
REIT Compliance
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 IRS grants 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.
Quarterly Distributions
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 regularly evaluates the amount and timing of distributions based on our operational cash needs.
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. We do not intend to reinstate regular quarterly distributions and expect that any future distributions to our stockholders will be liquidating distributions, if our stockholders approve the Plan of Liquidation.
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.
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Our calculation of FFO attributable to common shares and Common Units and the reconciliation of net income (loss) to FFO is as follows (amounts in thousands, except shares and per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| FFO | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Net loss | $ | (694) | $ | (7,038) | $ | (1,425) | $ | (7,840) | ||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Depreciation of real estate | 209 | 255 | 418 | 505 | ||||||||||||||||||||||
| Amortization of in-place leases and leasing costs | 44 | 43 | 88 | 87 | ||||||||||||||||||||||
| Loss on impairment of real estate | — | 5,883 | — | 5,883 | ||||||||||||||||||||||
FFO attributable to common shares and Common Units (1) | $ | (441) | $ | (857) | $ | (919) | $ | (1,365) | ||||||||||||||||||
FFO per share and Common Unit (1) | $ | (0.04) | $ | (0.08) | $ | (0.08) | $ | (0.12) | ||||||||||||||||||
Weighted average common shares and units outstanding (1) | 10,957,289 | 10,957,289 | 10,957,289 | 10,957,289 | ||||||||||||||||||||||
(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.
Related Party Transactions and Agreements
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 11. “Related Party Transactions” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the Advisory Agreement and other related party transactions, agreements and fees.
Critical Accounting Policies and Estimates
Our interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the 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 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. A discussion of additional accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our 2022 Annual Report on Form 10-K.
Subsequent Events
On August 9, 2023, we renewed the term of our advisory agreement for an additional one year term. Under the advisory agreement, as renewed, we will pay the advisor an annual asset management fee equal to $250,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted as permitted under rules applicable to smaller reporting companies.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Omitted as permitted under rules applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period covered by this Quarterly Report on Form 10-Q, we did not issue any equity securities that were not registered under the Securities Act of 1933, as amended.
Share Redemption Program
Our board of directors adopted a share redemption program that could enable our stockholders to sell their shares of common stock to us in limited circumstances (the “SRP”), subject to the significant restrictions and limitations of the program. During the three and six months ended June 30, 2023, we did not redeem shares. On May 12, 2023, in connection with its review and approval of the Plan of Liquidation, the board of directors approved the termination of the share redemption program. We expect that any future liquidity will be provided to our stockholders through liquidating distributions. We can provide no assurances as to the timing, amount, or successful implementation of the Plan of Liquidation. Additional information regarding a Plan of Liquidation was provided to the Company’s stockholders in a proxy statement distributed to stockholders in connection with a liquidation vote.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
As of the three months ended June 30, 2023, all items required to be disclosed under Form 8-K were reported under Form 8-K.
ITEM 6. EXHIBITS
The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q) are included herewith, or incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 11, 2023.
| Strategic Realty Trust, Inc. | ||||||||
| By: | /s/ Matthew Schreiber | |||||||
| Matthew Schreiber | ||||||||
| Chief Executive Officer and Director (Principal Executive Officer) | ||||||||
| By: | /s/ Ryan Hess | |||||||
| Ryan Hess | ||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit No. | Description | Filed Herewith | Form/File No. | Filing Date | ||||||||||||||||||||||
| Plan of Complete Liquidation and Dissolution | 10-Q | 5/15/2023 | ||||||||||||||||||||||||
| Articles of Amendment and Restatement of TNP Strategic Retail Trust, Inc. | S-11/ No. 333-154975 | 7/10/2009 | ||||||||||||||||||||||||
| Articles of Amendment, dated August 22, 2013 | 8-K | 8/26/2013 | ||||||||||||||||||||||||
| Articles Supplementary, dated November 1, 2013 | 8-K | 11/4/2013 | ||||||||||||||||||||||||
| Articles Supplementary, dated January 22, 2014 | 8-K | 1/28/2014 | ||||||||||||||||||||||||
| Third Amended and Restated Bylaws of Strategic Realty Trust, Inc. | 8-K | 1/28/2014 | ||||||||||||||||||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||
| Strategic Realty Trust, Inc. Amended and Restated Share Redemption Program Adopted August 26, 2016 | 8-K | 8/30/2016 | ||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||
| 104.1 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
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