Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2024 | Nov. 08, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39448 | |
Entity Registrant Name | American Strategic Investment Co. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-4380248 | |
Entity Address, Address Line One | 222 Bellevue Ave. | |
Entity Address, City or Town | Newport | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02840 | |
City Area Code | 212 | |
Local Phone Number | 415-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,663,980 | |
Entity Central Index Key | 0001595527 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A common stock, $0.01 par value per share | |
Trading Symbol | NYC | |
Security Exchange Name | NYSE | |
Preferred Class A | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A Preferred Stock Purchase Rights | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Real estate investments, at cost: | ||
Land | $ 129,517 | $ 188,935 |
Buildings and improvements | 341,159 | 479,265 |
Acquired intangible assets | 19,177 | 56,929 |
Total real estate investments, at cost | 489,853 | 725,129 |
Less accumulated depreciation and amortization | (87,889) | (144,956) |
Total real estate investments, net | 401,964 | 580,173 |
Cash and cash equivalents | 5,234 | 5,292 |
Restricted cash | 10,528 | 7,516 |
Operating lease right-of-use asset | 54,570 | 54,737 |
Prepaid expenses and other assets | 4,353 | 6,150 |
Derivative asset, at fair value | 400 | |
Straight-line rent receivable | 30,001 | 30,752 |
Deferred leasing costs, net | 8,338 | 9,152 |
Assets held for sale | 52,924 | |
Total assets | 567,912 | 694,172 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Mortgage notes payable, net | 396,838 | 395,702 |
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $226 and $20 at September 30, 2024 and December 31, 2023, respectively) | 18,137 | 12,975 |
Note payable to related parties | 575 | |
Operating lease liability | 54,609 | 54,657 |
Below-market lease liabilities, net | 1,361 | 2,061 |
Deferred revenue | 4,019 | 3,983 |
Total liabilities | 475,539 | 469,378 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at September 30, 2024 and December 31, 2023 | ||
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,663,980 and 2,334,340 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 26 | 23 |
Additional paid-in capital | 731,567 | 729,644 |
Accumulated other comprehensive income | 406 | |
Distributions in excess of accumulated earnings | (639,220) | (505,279) |
Total equity | 92,373 | 224,794 |
Total liabilities and equity | $ 567,912 | $ 694,172 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Payable (receivable) as of | $ 18,137 | $ 12,975 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 2,663,980 | 2,334,340 |
Common stock, shares outstanding (in shares) | 2,663,980 | 2,334,340 |
Related Party | ||
Payable (receivable) as of | $ 226 | $ 20 |
Common stock, shares outstanding (in shares) | 536,252 | 290,937 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Revenue from tenants | $ 15,447 | $ 16,015 | $ 46,681 | $ 47,331 |
Operating expenses: | ||||
Asset and property management fees to related parties | 1,994 | 1,882 | 5,824 | 5,754 |
Property operating | 8,596 | 8,792 | 25,439 | 25,566 |
Impairment of real estate investments | 27,817 | 362 | 112,541 | 513 |
Equity-based compensation | 76 | 1,208 | 316 | 5,712 |
General and administrative | 1,762 | 1,931 | 6,526 | 7,551 |
Depreciation and amortization | 4,414 | 6,499 | 14,826 | 20,200 |
Total operating expenses | 44,659 | 20,674 | 165,472 | 65,296 |
Operating loss | (29,212) | (4,659) | (118,791) | (17,965) |
Other income (expense): | ||||
Interest expense | (5,279) | (4,739) | (15,177) | (14,109) |
Other income (expense) | 9 | 8 | 27 | 27 |
Total other expense | (5,270) | (4,731) | (15,150) | (14,082) |
Net loss and Net loss attributable to common stockholders | (34,482) | (9,390) | (133,941) | (32,047) |
Other comprehensive income (loss): | ||||
Change in unrealized (loss) gain on derivative | (374) | (406) | (808) | |
Other comprehensive (loss) income | (374) | (406) | (808) | |
Comprehensive loss | $ (34,482) | $ (9,764) | $ (134,347) | $ (32,855) |
Weighted-average shares outstanding - Basic (in shares) | 2,551,034 | 2,288,683 | 2,464,574 | 2,205,702 |
Weighted-average shares outstanding - Diluted (in shares) | 2,551,034 | 2,288,683 | 2,464,574 | 2,205,702 |
Net loss per share attributable to common stockholders - Basic (in dollars per share) | $ (13.52) | $ (4.10) | $ (54.35) | $ (14.53) |
Net loss per share attributable to common stockholders - Diluted (in dollars per share) | $ (13.52) | $ (4.10) | $ (54.35) | $ (14.53) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total Stockholders' Equity | Common Stock Common Class A | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in excess of accumulated earnings | Non-controlling Interests | Total | |||
Beginning balance (in shares) at Dec. 31, 2022 | [1] | 1,886,298 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 301,062 | $ 19 | [1] | $ 698,761 | [1] | $ 1,637 | $ (399,355) | $ 20,514 | $ 321,576 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common stock issued related to Rights Offering (shares) | [1] | 386,100 | ||||||||
Common stock issued related to Rights Offering | 4,059 | $ 4 | [1] | 4,055 | [1] | 4,059 | ||||
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) (in shares) | [1] | 31,407 | ||||||||
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) | 485 | 485 | [1] | 485 | ||||||
Redemption of fractional shares of common stock (in shares) | [1] | (1,948) | ||||||||
Redemption of fractional shares of common stock | (24) | (24) | [1] | (24) | ||||||
Equity-based compensation (in shares) | [1] | 23,305 | ||||||||
Equity-based compensation | 426 | 426 | [1] | 5,286 | 5,712 | |||||
Common stock withheld upon vesting of restricted stock (in shares) | [1] | (961) | ||||||||
Common stock withheld upon vesting of restricted stock | (10) | (10) | [1] | (10) | ||||||
Net loss | (32,047) | (32,047) | (32,047) | |||||||
Other comprehensive loss | (808) | (808) | (808) | |||||||
Forfeiture of 2020 LTIP Units | 25,800 | 25,800 | [1] | (25,800) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | [1] | 2,324,201 | ||||||||
Ending balance at Sep. 30, 2023 | 298,943 | $ 23 | [1] | 729,493 | [1] | 829 | (431,402) | 298,943 | ||
Beginning balance (in shares) at Jun. 30, 2023 | [1] | 2,302,950 | ||||||||
Beginning balance at Jun. 30, 2023 | 282,801 | $ 23 | [1] | 703,587 | [1] | 1,203 | (422,012) | 24,698 | 307,499 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation (in shares) | [1] | 21,251 | ||||||||
Equity-based compensation | 106 | 106 | [1] | 1,102 | 1,208 | |||||
Net loss | (9,390) | (9,390) | (9,390) | |||||||
Other comprehensive loss | (374) | (374) | (374) | |||||||
Forfeiture of 2020 LTIP Units | 25,800 | 25,800 | [1] | $ (25,800) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | [1] | 2,324,201 | ||||||||
Ending balance at Sep. 30, 2023 | 298,943 | $ 23 | [1] | 729,493 | [1] | 829 | (431,402) | $ 298,943 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 2,334,340 | 2,334,340 | ||||||||
Beginning balance at Dec. 31, 2023 | 224,794 | $ 23 | 729,644 | 406 | (505,279) | $ 224,794 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) (in shares) | 245,315 | |||||||||
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) | 1,610 | $ 2 | 1,608 | 1,610 | ||||||
Equity-based compensation (in shares) | 84,757 | |||||||||
Equity-based compensation | 316 | $ 1 | 315 | 316 | ||||||
Common stock withheld upon vesting of restricted stock (in shares) | (432) | |||||||||
Net loss | (133,941) | (133,941) | (133,941) | |||||||
Other comprehensive loss | (406) | $ (406) | $ (406) | |||||||
Ending balance (in shares) at Sep. 30, 2024 | 2,663,980 | 2,663,980 | ||||||||
Ending balance at Sep. 30, 2024 | 92,373 | $ 26 | 731,567 | (639,220) | $ 92,373 | |||||
Beginning balance (in shares) at Jun. 30, 2024 | 2,642,764 | |||||||||
Beginning balance at Jun. 30, 2024 | 126,779 | $ 26 | 731,491 | (604,738) | 126,779 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Equity-based compensation (in shares) | 21,216 | |||||||||
Equity-based compensation | 76 | 76 | 76 | |||||||
Net loss | (34,482) | (34,482) | $ (34,482) | |||||||
Ending balance (in shares) at Sep. 30, 2024 | 2,663,980 | 2,663,980 | ||||||||
Ending balance at Sep. 30, 2024 | $ 92,373 | $ 26 | $ 731,567 | $ (639,220) | $ 92,373 | |||||
[1] Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 ) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||||
Net loss | $ (133,941) | $ (32,047) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | $ 4,414 | $ 6,499 | 14,826 | 20,200 | |
Amortization of deferred financing costs | 1,136 | 1,157 | |||
Accretion of below- and amortization of above-market lease liabilities and assets, net | (331) | (45) | |||
Equity-based compensation | 76 | 1,208 | 316 | 5,712 | |
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) | 1,610 | 485 | |||
Impairments of real estate investments | 27,817 | 362 | 112,541 | 513 | |
Changes in assets and liabilities: | |||||
Straight-line rent receivable | 225 | (787) | |||
Straight-line rent payable | 81 | 81 | |||
Prepaid expenses, other assets and deferred costs | 1,812 | (1,710) | |||
Accounts payable, accrued expenses and other liabilities | 4,993 | 2,846 | |||
Deferred revenue | 36 | (337) | |||
Net cash provided by (used in) operating activities | 3,304 | (3,932) | |||
Cash flows from investing activities: | |||||
Capital expenditures | (925) | (3,209) | |||
Net cash used in investing activities | (925) | (3,209) | |||
Cash flows from financing activities: | |||||
Proceeds from notes payable to related parties | 575 | 725 | |||
Repayments of notes payable to related parties | (150) | ||||
Proceeds from Rights Offering, net (see Note 7) | 4,059 | ||||
Redemption of fractional shares of common stock and restricted shares | (24) | ||||
Common stock shares withheld upon vesting of restricted shares | (10) | ||||
Net cash provided by (used in) financing activities | 575 | 4,025 | |||
Net change in cash, cash equivalents and restricted cash | 2,954 | (3,116) | |||
Cash, cash equivalents and restricted cash, beginning of period | 12,808 | 16,117 | $ 16,117 | ||
Cash, cash equivalents and restricted cash, end of period | 15,762 | 13,001 | 15,762 | 13,001 | 12,808 |
Cash and cash equivalents | 5,234 | 5,090 | 5,234 | 5,090 | 5,292 |
Restricted cash | 10,528 | 7,911 | 10,528 | 7,911 | 7,516 |
Cash, cash equivalents and restricted cash, end of period | $ 15,762 | $ 13,001 | 15,762 | 13,001 | $ 12,808 |
Supplemental Disclosures: | |||||
Cash paid for interest | 13,943 | 12,912 | |||
Non-Cash Investing and Financing Activities: | |||||
Net change in accrued capital expenditures for the period | 168 | 559 | |||
Common stock issued to the Advisor in connection with Advisor related fees (see Note 7) | $ 1,610 | $ 485 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2024 | |
Organization | |
Organization | Note 1 — Organization American Strategic Investment Co. (including, New York City Operating Partnership L.P., (the “OP”) and its subsidiaries, the “Company”) is an externally managed company that currently owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. The Company’s real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities. As of September 30, 2024, the Company owned seven properties consisting of 1.2 million rentable square feet. On December 30, 2022, the Company announced that it was changing its business strategy by expanding the scope of the assets and businesses it may own and operate. The Company may now seek to acquire assets such as hotels, expand its co-working office space business and seek to invest in and operate businesses such as hotel or parking lot management companies. By investing in other asset types, the Company may generate income that does not otherwise constitute income that qualifies for purposes of qualifying as a real estate investment trust for United States (“U.S.”) federal income tax purposes (“REIT”). Excluding hotels, these additional assets do not generate REIT-qualifying income and are operating businesses. As a result, on January 9, 2023, the Company’s board of directors authorized the termination of the Company’s REIT election which became effective on January 1, 2023. Historically, the Company filed an election to be taxed as a REIT commencing with its taxable year ended December 31, 2014, which remained in effect with respect to each taxable year ending on or before December 31, 2022. As a consequence of the Company’s decision to terminate its election to be taxed as a REIT, the ownership limitations set forth in Section 5.7 of its charter, including, without limitation, the “Aggregate Share Ownership Limit,” as defined therein, no longer apply. The Company filed with the State Department of Assessments and Taxation of Maryland a Certificate of Notice reflecting the board’s determination that it is no longer in its best interest to continue to qualify as a REIT and that therefore the Aggregate Share Ownership Limit will no longer be in effect. On January 11, 2023 the Company effected a 1-for-8 reverse stock split that was previously approved by the Company’s board of directors, resulting in each outstanding share of Class A common stock. par value $0.01 per share (the “Class A common stock”) being converted into 0.125 shares of common stock, with no fractional shares being issued (the “Reverse Stock Split”). All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the Reverse Stock Split. Additionally, effective January 19, 2023, the Company amended its charter to change its name to “American Strategic Investment Co.” from “New York City REIT, Inc.” Trading of the Company’s Class A common stock on the New York Stock Exchange under the new name began on January 20, 2023 under the existing trading symbol “NYC.” Shares of the Company’s Class A common stock were first listed on the New York Stock Exchange (“NYSE”) on August 18, 2020. Also, on February 22, 2023, the Company completed a non-transferable rights offering raising gross proceeds of $5.0 million (the “Rights Offering”). As a result, the Company issued 386,100 shares of its Class A common stock subscribed for in the Rights Offering on February 27, 2023. Substantially all of the Company’s business is conducted through the OP and its wholly-owned subsidiaries. The Company’s advisor, New York City Advisors, LLC (the “Advisor”), manages the Company’s day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”). The Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. Please see Note 9 — Related Party Transactions and Arrangements |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Accounting The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for the three and nine months ended September 30, 2024 and 2023, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2024. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2024. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture 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 other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. Substantially all the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. Non-controlling Interests The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Under the multi-year outperformance agreement with the Advisor (the “2020 OPP”), the OP issued a class of units of limited partnership (“LTIP Units”) during 2020, which have historically been reflected as part of non-controlling interest. The performance period under the 2020 OPP expired on August 18, 2023. Following the end of the performance period, as required under the 2020 OPP the compensation committee of the board of directors of the Company, determined that none of the 501,605 of the LTIP Units subject to the 2020 OPP had been earned, and these LTIP Units were thus automatically forfeited effective as of August 18, 2023. On that date, the Company reclassified $25.8 million of amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of changes in equity. No amounts remain in non-controlling interests after the expiration date. Please see Note 7 — Stockholders’ Equity Note 11 — Equity-Based Compensation Continuing Adverse Impacts Since the COVID-19 Pandemic The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. New York City, where all of the Company’s properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns in March 2022. While the Company’s properties remain accessible to all tenants and operating restrictions have now expired, some tenants have vacated, terminated or otherwise did not renew their lease. The Company has incurred increased unreimbursed property operating expenses because the Company’s occupancy has not fully recovered to pre-pandemic levels, and these increased expenses have been compounded by inflation. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenging as leasing and occupancy trends for the broader market have slowed, leading political, community and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates. There can be no assurance that the Company will be able to lease all or any portion of the currently vacant space at any property on acceptable or favorable terms, or at all. Cash Collection and Mortgage Covenant non-compliance In prior periods, the COVID-19 pandemic caused certain of the Company’s tenants to be unable to make rent payments to the Company timely, or at all. Rent collections from the Company’s tenants have generally been timely in the quarters ended September 30, 2024 and 2023 and no new COVID-19 deferral or abatement agreements were entered into. While leasing activity and occupancy have generally improved at some of our properties in the nine months ended September 30, 2024 and the year ended December 31, 2023 as compared to the years ended December 31, 2022 and 2021, the occupancy and operating results at (i) 9 Times Square, (ii) 1140 Avenue of Americas, Boulevard and (iii) 8713 Fifth Avenue have not yet fully recovered, which has caused non-compliance of certain mortgage debt covenants or cash trap or cash sweep events under their non-recourse mortgages in the past several quarters and in the current quarter. In our 400 E. 67th Street property, one major tenant's lease expired and we subsequently entered in to a month to month lease with that tenant. In addition at the Company’s 400 E. 67th Street property, another major tenant is paying through the end of their lease, which is September 2025; however, they moved out of the space in the third quarter of 2024. See Note 4 — Mortgage Notes Payable, Net Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of September 30, 2024, these leases had a weighted-average remaining lease term of 5.9 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires that the Company record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses (recorded in total revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. To the extent such costs exceed the applicable tenant’s base year, many but not all of the Company’s leases require the tenant to pay its allocable share of increases in operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis. The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard, the Company is required to assess, based on credit risk, if it is probable that the Company will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable that it will collect virtually all of the lease payments (base rent and additional rent), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable accrued will be written off, as well as any accounts receivable, where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. In accordance with lease accounting rules the Company records uncollectible amounts as reductions in revenue from tenants. During the nine months ended September 30, 2024 and 2023, the Company had no such reductions in revenue which excludes rents from tenants on a cash basis not collected. Accounting for Leases Lessor Accounting In accordance with the lease accounting standard, all leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases are evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of September 30, 2024, the Company did not have any leases as a lessor that would be considered as sales-type leases or financing under sales-leaseback rules. As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 8 — Commitments and Contingencies We are the lessee under a land lease which was previously classified as an operating lease prior to adoption of lease accounting and will continue to be classified as an operating lease under transition elections unless subsequently modified. This lease is reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term. Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings. Recently Issued Accounting Pronouncements Not Yet Adopted as of September 30, 2024 In November 2023, the FASB issued ASU 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures (Topic 280). The guidance in Topic 280 may be elected beginning December 15, 2023, with interim periods beginning after December 15, 2024, as segment reporting activities occur. The new standard requires a public entity to disclose significant segment expense categories and amounts for each reportable segment. A significant expense is an expense that (i) is significant to the segment, (ii) regularly provided or easily computed from information regularly provided to management and (iii) included in the reported measure of profit or loss. The Company is continuing to evaluate the impact on the Company’s financial statements. The Company does not believe the impact of the adoption of the standard will be material to the financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual periods beginning after December 15, 2024. The Company will adopt the new guidance in its Form 10-K for the year ended December 31, 2025. The guidance is not expected to have a material impact on its consolidated financial statements as the provisions are related to footnote disclosure only. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2024 | |
Real Estate Investments | |
Real Estate Investments | Note 3 — Real Estate Investments There were no real estate assets acquired or liabilities assumed during the nine months ended September 30, 2024 or 2023. Also, there were no dispositions of real estate during the nine months ended September 30, 2024 or 2023. During the three months ended September 30, 2024, the Company had one asset that has been moved to held for sale on the consolidated balance sheet, and thus no further depreciation or amortization through the date of sale is expected. The Company expects the sale to be consummated no later than January 2025. The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles and amortization and accretion of above- and below-market lease assets and liabilities, net, for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2024 2023 2024 2023 In-place leases $ 567 $ 675 $ 1,722 $ 2,679 Other intangibles 53 177 407 531 Total included in depreciation and amortization $ 620 $ 852 $ 2,129 $ 3,210 Above-market lease intangibles $ 44 $ 174 $ 331 $ 651 Below-market lease liabilities (275) (222) (699) (733) Total included in revenue from tenants $ (231) $ (48) $ (368) $ (82) Below-market ground lease, included in property operating expenses $ 12 $ 12 $ 37 $ 37 The following table provides the projected amortization expense and adjustments to revenues for the next five years as of September 30, 2024: (In thousands) 2024 (remainder) 2025 2026 2027 2028 2029 In-place leases $ 444 $ 1,164 $ 632 $ 624 $ 584 $ 385 Other intangibles 53 211 211 211 211 211 Total to be included in depreciation and amortization $ 497 $ 1,375 $ 843 $ 835 $ 795 $ 596 Above-market lease assets $ 41 $ 123 $ 117 $ 117 $ 112 $ 85 Below-market lease liabilities (213) (503) (183) (180) (180) (142) Total to be included in revenue from tenants $ (172) $ (380) $ (66) $ (63) $ (68) $ (57) Significant Tenants As of September 30, 2024 and December 31, 2023, there were no tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis. Assets Held for Sale During the quarter ended September 30, 2024 the Company entered into a definitive purchase and sale agreement to sell its 9 Times Square property for a contract sales price of $63.5 million. The sale is expected to be consummated no later than January 2025. As of September 30, 2024, this asset is classified as held for sale on the Company’s balance sheet. During the quarter ended September 30, 2023, the Company entered into a definitive purchase and sale agreement to sell its 421 W. 54th Street - Hit Factory property for $4.5 million. On October 12, 2023 the Company sold the property for $4.5 million and realized net proceeds of $4.2 million. When assets are identified by management as held for sale, the Company stops recognizing depreciation and amortization expense on the identified assets and estimates the sales price, net of costs to sell, of those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. As of September 30, 2024 and 2023, the Company evaluated these assets for held for sale classification and determined that it qualified for held for sale treatment based on the Company’s accounting policies. The sale of these assets are not considered a discontinued operation and, accordingly, the operating results of this property remain classified within continuing operations for all periods presented. The Company recorded an impairment charge of $1.9 million and $86.6 million for the three and nine month period ended September 30, 2024, respectively, for its 9 Times Square property as it was determined that the carrying value exceeded the Company’s expected sales price of the asset, less the costs to sell the property as of September 30, 2024. The Company also recorded an impairment charge of $0.4 million and $0.5 million for the three and nine month period ended September 30, 2023, respectively, for its 421 W. 54th Street - Hit Factory property as it was determined that the carrying value exceeded the Company’s sales price of the asset, less the costs to sell the property as of September 30, 2023. The following table details the major classes of the assets associated with the property that the Company determined to be classified as held for sale as of September 30, 2024 and 2023: (In thousands) September 30, 2024 September 30, 2023 Real estate investments held for sale, at cost: Land $ 21,328 $ 3,291 Buildings, fixtures and improvements 25,432 1,233 Acquired Intangible 8,459 — Total real estate investments held for sale, at cost 55,219 4,524 Less accumulated depreciation and amortization (321) (394) Total real estate investments held for sale, net 54,898 4,130 Impairment charges related to properties reclassified as held for sale (1,974) — Assets held for sale $ 52,924 $ 4,130 Assets Held for Use When circumstances indicate the carrying value of a property classified as held for use may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single-tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. If a triggering event is identified, the Company considers the projected cash flows due to various performance indicators, and where appropriate, the Company evaluates the impact on its ability to recover the carrying value of the properties based on the expected cash flows on an undiscounted basis over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. Where more than one possible scenario exists, the Company uses a probability weighted approach in estimating cash flows. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses for impairment may be realized in the future. If the undiscounted cash flows over the expected hold period are less than the carrying value, the Company reflects an impairment charge to write the asset down to its fair value. Impairment Charges The Company recorded $1.9 million and $86.6 million of impairment charges in the three and nine months ended September 30, 2024, respectively, on its 9 Times Square property. The impairment charge that was recorded through June 30, 2024 was recorded to reduce the carrying value of the property to its estimated fair value as determined by the letter of intent signed in June of 2024. During the three months ended September 30, 2024 the Company classified the property as held for sale and an additional impairment charge was taken for estimated closing costs associated with the anticipated disposition. The Company estimates the sale to be consummated no later than January 2025, pursuant to the terms of the amended mortgage agreement, which, in order to facilitate the sale of the 9 Times Square property (as further discussed in Note 4 — Mortgage Notes Payable, Net In addition, the Company recorded an impairment charge of $25.8 million for the three and nine months ended September 30, 2024 on its 400 E. 67th Street property. The impairment was triggered as a result of leasing activity at the property. One major tenant’s lease expired and they signed a month to month lease with us, which is set to expire in the fourth quarter of 2024. In addition, during the quarter ended September 30, 2024, the Company had an additional tenant vacate its current space in this property. Per their agreement with the Company, the tenant is required to pay rent for the remainder of term of their existing lease which is set to expire in the third quarter of 2025 but the tenant has continued to pay monthly rent. The Company determined that the carrying value exceeded the fair market value of the asset as of September 30, 2024 based on the Company’s discounted cash flow model for the property. During the three and nine months ended September 30, 2023, we recorded impairment charges of $0.4 million and $0.5 million, respectively, related to our 421 W. 54th Street - Hit Factory property. We recorded impairment charges for this property because we determined that the carrying value exceeded our estimate of the net sale price of the property as of September 30, 2023. This property was sold in October of 2023. |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 9 Months Ended |
Sep. 30, 2024 | |
Mortgage Notes Payable, Net | |
Mortgage Notes Payable, Net | Note 4 — Mortgage Notes Payable, Net The Company’s mortgage notes payable, net as of September 30, 2024 and December 31, 2023 are as follows: Outstanding Loan Amount Effective Encumbered September 30, December 31, Interest Interest Portfolio Properties 2024 2023 Rate Rate Maturity (In thousands) (In thousands) 123 William Street 1 $ 140,000 $ 140,000 4.74 % Fixed Mar. 2027 9 Times Square (1) (2) (4) 1 49,500 49,500 8.06 % Variable Jan. 2025 1140 Avenue of the Americas (2) 1 99,000 99,000 4.18 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage (2) 2 50,000 50,000 4.59 % Fixed May 2028 8713 Fifth Avenue (2) 1 10,000 10,000 5.05 % Fixed Nov. 2028 196 Orchard Street 1 51,000 51,000 3.91 % Fixed Aug. 2029 Mortgage notes payable, gross 7 399,500 399,500 4.90 % Less: deferred financing costs, net (3) (2,662) (3,798) Mortgage notes payable, net $ 396,838 $ 395,702 (1) Formerly fixed as a result of a “pay-fixed” interest rate swap agreement which matured in April 2024. This interest rate swap effectively fixed the mortgage at an annual rate of 3.73% when it was active prior to April 2024. (2) These mortgage notes payable are currently either in breach of a debt covenant that may result in further restrictions as specified by the terms of the covenants or a cash sweep events. These covenant breaches or cash sweeps do not result in events of default. For more information please see “Debt Covenant Non-Compliance and Cash Sweep Events” section below. (3) Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. (4) On April 29, 2024, the Company entered into an amendment to the loan agreement that extended the maturity of the loan to October 31, 2024, which the Company further extended to January 31, 2025, pursuant to an option contained in such agreement, at an effective variable interest rate of one-month SOFR plus a spread of 2.60% per annum. The Company has determined to market certain of their properties for sale, including 9 Times Square. This amended agreement allows the Company to begin marketing the property for sale, with the option to extend in the event the property is under contract for sale but has not yet closed at the time of maturity. The Company has executed a purchase and sale agreement to sell the property for a contract price of $63.5 million. For additional information please see Note 3 — Real Estate Investments . Collateral and Principal Payments Real estate assets and intangible assets of $481.4 million, at cost (net of below-market lease liabilities), as of September 30, 2024 have been pledged as collateral to the Company’s mortgage notes payable and are not available to satisfy the Company’s other obligations unless first satisfying the mortgage note payable on the property. The Company is required to make payments of interest on its mortgage notes payable on a monthly basis. The following table summarizes the scheduled aggregate principal payments subsequent to September 30, 2024: Future Minimum (In thousands) Principal Payments 2024 (remainder) $ — 2025 (1) 49,500 2026 99,000 2027 140,000 2028 60,000 2029 51,000 Thereafter — Total $ 399,500 (1) On April 29, 2024, the Company entered into an amendment to the loan agreement that extended the maturity of the loan to October 31, 2024, which the Company further extended to January 31, 2025, pursuant to an option contained in such agreement, at an effective variable interest rate of one-month SOFR plus a spread of 2.60% per annum. Debt Covenant Non-Compliance and Cash Sweep Events Debt Covenant Non-Compliance 1140 Avenue of the Americas The Company has breached both a debt service coverage provision and a reserve fund provision under its non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 17 quarters ended September 30, 2024. The principal amount of the loan was $99.0 million as of September 30, 2024. These breaches are not events of default, rather they require excess cash, if any, generated at the property (after paying operating costs, debt service and capital/tenant replacement reserves) to be held in a segregated account as additional collateral under the loan. The covenants for this loan may be cured if the Company satisfies the required debt service coverage ratio for two consecutive quarters, whereupon the additional collateral will be released. The Company can remain subject to this reserve requirement through maturity of the loan without further penalty or ramifications. As of September 30, 2024 and December 31, 2023 the Company had $3.1 million and $2.5 million, respectively, in cash that is retained by the lender and maintained in restricted cash on the Company’s consolidated balance sheet as of those dates. 8713 Fifth Avenue The Company has breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 17 quarters ended September 30, 2024. The principal amount for the loan was $10.0 million as of September 30, 2024. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period that has been ongoing. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement. This property has not generated any excess cash since the breach occurred, and thus no cash has ever been trapped related to this property. Additionally, in the event that the debt service coverage ratio covenant remains in breach at or below the current level for two consecutive calendar quarters and the lender reasonably determines that such breach is due to the property being imprudently managed by the current manager, the lender has the right, but not the obligation, to require that the Company replace the current manager with a third party manager chosen by the Company. Cash Sweep Events 400 E. 67th Street/200 Riverside Blvd. The Company entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the nine months ended September 30, 2024, resulting from a near-maturity lease with a major tenant at the property set to expire in the third quarter of 2024. The principal amount for the loan was $50.0 million as of September 30, 2024. Under the loan agreement, a lease sweep period is triggered, when (i) the date that is twelve months prior to the end of the term of the major lease, (ii) the date required by the major tenant to give notice of its exercise of a renewal option, (iii) any major tenant lease is surrendered or terminated prior to the expiration date, (iv) if the major tenant discontinues its operations and the major tenants long term debt is not rated lower than investment grade, (v) any material default under the major tenant’s lease, (vi) any major tenant insolvency proceeding. A lease sweep period was triggered for the first time in the three months ended June 30, 2024. Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. As of September 30, 2024 the Company had $3.1 million, in cash swept that is retained by the lender and recorded within restricted cash on the Company’s consolidated balance sheet. The Company had no swept cash as of December 31, 2023. 9 Times Square On April 29, 2024, the Company entered a cash sweep period under the non-recourse mortgage secured by the 9 Times Square asset pursuant to an amendment which, among other things, extended the maturity of the loan to October 31, 2024, which the Company further extended to January 31, 2025, pursuant to an option contained in such agreement. The amendment provides that Excess Cash Flow (as defined in the Amendment) shall be deposited to an account maintained by the Administrative Agent within ten (10) calendar days of the end of each month. As of September 30, 2024 the Company had $25,000 cash retained by the lender in a restricted cash account on the Company’s consolidated balance sheet. Other Debt Covenants The Company was in compliance with the remaining covenants under its other mortgage notes payable as of September 30, 2024 and, it continues to monitor compliance with those provisions. If the Company experiences additional lease terminations, due to tenant bankruptcies or otherwise, or tenants placed on a cash basis continue to not pay rent, it is possible that certain of the covenants on other loans may be breached and the Company may also become restricted from accessing excess cash flows from those properties. Similar to the loans discussed above, the Company’s other mortgages also contain cash management provisions that are not considered events of default, and as such, acceleration of principal would only occur upon an event of default. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2024 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 5 — Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflects the contractual terms of the instrument, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Financial Instruments Measured at Fair Value on a Recurring Basis Derivative Instruments The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. We did not have any active derivative instruments as of September 30, 2024. However, until the maturity of the derivative instrument in April 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivatives valuation in its entirety is classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. Quoted Prices Significant Other Significant in Active Observable Unobservable Markets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total December 31, 2023 Interest rate “Pay - Fixed” swaps - assets $ — $ 400 $ — $ 400 Total $ — $ 400 $ — $ 400 Real Estate Investments Measured at Fair Value on a Non-Recurring Basis Real Estate Investments - Held for Use The Company recorded an impairment charge on the Company’s 400 E. 67th Street property during the three months ended September 30, 2024. The impairment charge was based on the Company’s estimate of fair market value for the property using a discounted cash flow model. The capitalization rate and discount rate utilized in discounted cash flow model is 6% and 8% respectively. Financial Instruments That Are Not Reported at Fair Value The Company is required to disclose at least annually the fair value of financial instruments for which it is practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and distributions payable approximate their carrying value on the consolidated balance sheets due to their short-term nature. The fair value of the mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor’s experience with similar types of borrowing arrangements. The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below: September 30, 2024 December 31, 2023 Gross Gross Principal Principal (In thousands) Level Balance Fair Value Balance Fair Value Mortgage note payable — 9 Times Square 3 $ 49,500 $ 49,482 $ 49,500 $ 49,265 Mortgage note payable — 1140 Avenue of the Americas (1) 3 99,000 68,828 99,000 69,619 Mortgage note payable — 123 William Street 3 140,000 133,546 140,000 130,463 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 50,000 46,548 50,000 45,442 Mortgage note payable — 8713 Fifth Avenue 3 10,000 9,388 10,000 9,193 Mortgage note payable — 196 Orchard Street 3 51,000 46,137 51,000 44,857 Total $ 399,500 $ 353,929 $ 399,500 $ 348,839 (1) The Company recorded an impairment charge of $66.1 million during the year ended December 31, 2023 for its 1140 Avenues of the Americas property. As a result, the Company adjusted the fair value of the property’s mortgage to the current carrying value of the property as of December 31, 2023. For additional information please see Note 3 — Real Estate Investments. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2024 | |
Derivatives and Hedging Activities | |
Derivatives and Hedging Activities | Note 6 — Derivatives and Hedging Activities Risk Management Objective of Using Derivatives As of September 30, 2024 the Company no longer uses derivative financial instruments. For the year ended December 31, 2023 the Company used derivative financial instruments, including an interest rate swap, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements was to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company did not utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company endeavored to only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Company’s consolidated balance sheets as of September 30, 2024 and December 31, 2023. September 30, December 31, (In thousands) Balance Sheet Location 2024 2023 Derivatives designated as hedging instruments: Interest Rate “Pay-fixed” Swap Derivative asset, at fair value $ — $ 400 Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. In connection with the modification and partial pay down of the Company’s mortgage loan on its 9 Times Square property in March 2022, the Company terminated a $55.0 million notional, LIBOR based “pay-fixed” interest rate swap and replaced it with a $49.5 million notional, SOFR based “pay-fixed” interest rate swap. At the time of the modification a net carrying amount reflecting the amount paid and the off market value rolled into the new swap and remained in Accumulated Other Comprehensive Income. The amount was amortized into interest expense over the term of the hedged item. This interest rate swap expired in April 2024 and as a result, there was no unamortized balance remaining as of September 30, 2024. The Company did not have any derivatives as of September 30, 2024. As of December 31, 2023, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. December 31, 2023 Number of Notional Interest Rate Derivative Instruments Amount (In thousands) Interest Rate “Pay-fixed” Swap 1 $ 49,500 The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the periods indicated: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2024 2023 2024 2023 Amount of gain (loss) recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) $ — $ 34 $ 8 $ 278 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense $ — $ 408 $ 414 $ 1,086 Total interest expense recorded in consolidated statements of operations and comprehensive loss $ 5,279 $ 4,739 $ 15,177 $ 14,109 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2023. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Company’s consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet Gross Net Amounts Amounts of Assets Gross Gross Offset on (Liabilities) Cash Amounts of Amounts of the Presented on Collateral Recognized Recognized Balance the Balance Financial Received Net (In thousands) Assets (Liabilities) Sheet Sheet Instruments (Posted) Amount December 31, 2023 $ 400 $ — $ — $ 400 $ — $ — 400 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity As of September 30, 2024 and December 31, 2023, the Company had 2.7 million and 2.3 million shares of common stock outstanding, respectively, including unvested restricted shares. As of September 30, 2024, all of the Company’s shares of common stock outstanding were Class A common stock, including unvested restricted shares. Rights Offering In February 2023, the Company raised gross proceeds of $5.0 million ($4.1 million of net proceeds) from its Rights Offering, which entitled holders of rights to purchase 0.20130805 of a share of its Class A common stock for every right held at a subscription price of $12.95 per whole share. As a result, the Company issued 386,100 shares of its Class A common stock subscribed for in the Rights Offering on February 27, 2023. In connection with the Rights Offering, Bellevue Capital Partners, LLC, an entity which controls the Advisor (“Bellevue”), and its affiliates acquired approximately 367,956 shares. For more information please see Note 9 — Related Party Transactions and Arrangements. Dividends On July 1, 2022, the Company announced that it suspended paying dividends and has not declared or paid dividends, beginning with the quarter ended June 30, 2022. Class A Common Stock Issued to the Advisor In Lieu of Cash Pursuant to the terms of the Advisory Agreement, as amended, and the Property Management Agreement, as amended, the Advisor may elect to receive shares of the Company’s Class A common stock in lieu of cash as payment for the monthly services it provides. For more information on the Advisory Agreement please see Note 9 — Related Party Transactions and Arrangements. The following table shows the shares issued in relation to the advisory and property management agreements as of September 30, 2024 and 2023: Period of Issuance Recipient Agreement Shares Issued Closing Share Price January 2023 The Advisor Advisory Agreement 31,407 (1) $ 15.44 (1) March 2024 The Advisor Advisory Agreement 70,607 $ 7.54 April 2024 The Advisor Advisory Agreement 68,308 $ 6.58 April 2024 The Advisor Property Management Agreement 22,857 $ 6.58 May 2024 The Advisor Advisory Agreement 83,543 $ 5.72 (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 — Organization for additional information). Stockholder Rights Plan In May 2020, the Company announced that its board of directors had approved a stockholder rights plan, but did not take actions to declare a dividend for the plan to become effective. In August 2020, in connection with the listing of the Company’s shares on the NYSE and the related bifurcation of common stock into Class A and Class B common stock, the Company entered into an amended and restated rights agreement, which amended and restated the stockholders rights plan approved in May 2020 and declared a dividend payable in August 2020, of one Class A right for and on each share of Class A common stock and one Class B right for and on each share of Class B common stock, in each case, outstanding on the close of business on August 28, 2020 to the stockholders of record on that date. Each right entitles the registered holder to purchase from the Company one one one Distribution Reinvestment Plan An amendment and restatement of the distribution reinvestment plan (the “A&R DRIP”) in connection with the listing of the Company’s shares on the NYSE became effective on August 28, 2020. The A&R DRIP allows stockholders who have elected to participate to have dividends paid with respect to all or a portion of their shares of Class A common stock and Class B common stock reinvested in additional shares of Class A common stock. Shares received by participants in the A&R DRIP will represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on the NYSE on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with proceeds from reinvested dividends to participants for the related quarter, less a per share processing fee. Shares issued by the Company pursuant to the A&R DRIP, if any, would be recorded within stockholders’ equity in the consolidated balance sheets in the period dividends or other distributions are declared. During the nine months ended September 30, 2024 and year ended December 31, 2023, any DRIP transactions were settled through open market transactions and no shares were issued by the Company. Non-Controlling Interest Following the end of the performance period, which ended on August 18, 2023, as required under the 2020 OPP the compensation committee of the board of directors of the Company determined that none of the 501,605 of the LTIP Units subject to the 2020 OPP had been earned, and these LTIP Units were thus automatically forfeited effective as of August 18, 2023. On that date, the Company reclassified $25.8 million of amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of changes in equity. No amounts remain in non-controlling interests after the expiration date. For additional information on the 2020 OPP, please see Note 11 — Equity-Based Compensation. Tender Offers by an Affiliate of the Advisor On September 27, 2023, Bellevue announced a tender offer to purchase up to 350,000 shares of the Company’s Class A common stock at a purchase price equal to $10.25 per share. The tender offer expired on October 26, 2023 and, 223,460 shares were tendered and accepted by Bellevue for a purchase price to Bellevue of an aggregate of approximately $2.3 million, less any fees, expenses, or taxes withheld. On May 7, 2024, Bellevue announced a tender offer to purchase up to 125,000 shares of the Company’s Class A common stock, at a purchase price equal to $11.00 per share. The tender offer expired on July 15, 2024 and 125,000 shares were tendered and accepted by Bellevue for a purchase price to Bellevue of an aggregate of approximately $1.4 million, less any fees, expenses, or taxes withheld. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Lessee Arrangement - Ground Lease The Company entered into a ground lease agreement in 2016 related to the acquisition of 1140 Avenue of the Americas under a leasehold interest arrangement and recorded an ROU asset and lease liability related to this lease upon adoption of ASU 2016-02 during the year ended December 31, 2019. The ground lease is considered an operating lease. In computing the lease liabilities, the Company discounts future lease payments at an estimated incremental borrowing rate at adoption or acquisition if later. The term of the Company’s ground lease is significantly longer than the term of borrowings available to the Company on a fully-collateralized basis. The Company’s estimate of the incremental borrowing rate required significant judgment. As of September 30, 2024, the Company’s ground lease had an average remaining lease term of 42.3 years and a discount rate of 8.6%. As of September 30, 2024, the Company’s balance sheet includes an ROU asset and liability of $54.6 million and $54.6 million, respectively, which are included in operating lease right-of-use asset and operating lease liability, respectively, on the consolidated balance sheet. For three and nine months ended September 30, 2024, the Company paid cash of $1.2 million and $3.6 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $1.2 million and $3.6 million, respectively, on a straight-line basis in accordance with the standard. For three and nine months ended September 30, 2023, The Company paid cash of $1.2 million and $3.6 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $1.2 million and $3.6 million, respectively, on a straight-line basis in accordance with the standard. The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. The Company did not enter into any additional ground leases as lessee during the nine months ended September 30, 2024 and 2023. The following table reflects the ground lease rent payments due from the Company and a reconciliation to the net present value of those payments as of September 30, 2024: Future Base (In thousands) Rent Payments 2024 (remainder) $ 1,187 2025 4,746 2026 4,746 2027 4,746 2028 4,746 2029 4,746 Thereafter 183,516 Total lease payments 208,433 Less: Effects of discounting (153,824) Total present value of lease payments $ 54,609 Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or know to be contemplated against the Company as of September 30, 2024. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2024, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. |
Related Party Transactions and
Related Party Transactions and Arrangements | 9 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions and Arrangements | |
Related Party Transactions and Arrangements | Note 9 — Related Party Transactions and Arrangements As of September 30, 2024 and December 31, 2023, entities wholly owned by AR Global owned 536,252 and 290,937 shares, respectively, of the Company’s outstanding Class A common stock. As of September 30, 2024 and December 31, 2023, Bellevue owned approximately 53.8% and 45.4% of outstanding shares of the Company, respectively, which includes shares owned by AR Global. During the quarter ended September 30, 2024, as a result of the tender offer, 125,000 shares were tendered to Bellevue for an aggregate cost of approximately $1.4 million, in cash, less any fees, expenses or applicable withholding taxes relating to the tender offer. For additional information see Note 7 - Stockholders’ Equity. Fees and Participations Incurred in Connection with the Operations of the Company Summary of Advisory Agreement Pursuant to the advisory agreement with the Advisor (as amended and restated from time to time, the “Advisory Agreement”), the Advisor manages the Company’s day-to-day operations. The initial term of the Advisory Agreement ends in July 2030 and will automatically renew for successive five-year terms unless either party gives written notice of its election not to renew at least 180 days prior to the then-applicable expiration date. The Company may only elect not to renew the Advisory Agreement on this basis with the prior approval of at least two-thirds of the Company’s independent directors, and no change of control fee (as defined in the Advisory Agreement) is payable if the Company makes this election. Asset Management Fees and Variable Management/Incentive Fees Overview The Company pays the Advisor a base asset management fee on the first business day of each month equal to (x) $0.5 million plus (y) a variable amount equal to (a) 1.25% of the equity proceeds received after November 16, 2018, divided by (b) 12. The base asset management fee is payable in cash, shares of common stock, or a combination thereof, at the Advisor’s election. Equity proceeds are defined as, with respect to any period, cumulative net proceeds of all common and preferred equity and equity-linked securities issued by the Company and its subsidiaries during the period, including: (i) any equity issued in exchange or conversion of exchangeable notes based on the stock price at the date of issuance and convertible equity; (ii) any other issuances of equity, including but not limited to units in the OP (excluding equity-based compensation but including issuances related to an acquisition, investment, joint-venture or partnership); and (iii) effective following the time the Company commences paying a dividend of at least $0.05 per share per annum to its stockholders, (which occurred in October 2020), any cumulative Core Earnings (as defined in the Advisory Agreement) in excess of cumulative distributions paid on the Company’s common stock since November 16, 2018, the effective date of the most recent amendment and restatement of the Advisory Agreement. The Advisory Agreement also entitles the Advisor to an incentive variable management fee. Currently and since the year ended December 31, 2021, the variable management fee is equal to (i) the product of (a) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by Management Fee Expense The Company recorded expense of $1.5 million and $4.5 million for the three and nine months ended September 30, 2024, respectively and $1.5 million and $4.5 million for base asset management fees during the three and nine months ended September 30, 2023, respectively. There were no variable management fees incurred in either of these periods. The management fees for the nine months ended September 30, 2024 and 2023 were paid partially with cash and partly with shares of the Company’s Class A common stock. The Advisor may elect to but is not obligated to accept shares in lieu of cash for these management fees and makes this election on a monthly basis. The base asset management fees for the three and nine months ended September 30, 2024 and 2023 were paid in cash, except for such periods discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash. Property Management Fees Pursuant to the Property Management and Leasing Agreement (the “PMA”), as most recently amended on March 29, 2024 except in certain cases where the Company contracts with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 3.25% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The term of the PMA is coterminous with the term of the Advisory Agreement. Pursuant to the PMA, the Company reimburses the Property Manager for property-level expenses. These reimbursements are not limited in amount and may include reasonable salaries, bonuses, and benefits of individuals employed by the Property Manager, except for the salaries, bonuses, and benefits of individuals who also serve as one of the Company’s executive officers or as an executive officer of the Property Manager or any of its affiliates. The Property Manager may also subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. On April 13, 2018, in connection with the loan for its 400 E. 67th Street - Laurel Condominium and 200 Riverside Boulevard properties, the Company entered into a new property management agreement with the Property Manager (the “April 2018 PMA”) to manage the properties secured by the loan. With respect to these properties, the substantive terms of the April 2018 PMA are identical to the terms of the PMA, except that the property management fee for non-hotel properties is 4.0% of gross revenues from the properties managed, plus market-based leasing commissions. The April 2018 PMA has an initial term of one year that is automatically extended for an unlimited number of successive one-year terms at the end of each year unless any party gives 60 days’ written notice to the other parties of its intention to terminate. In March 2024, the Company and the Property Manager amended the PMA to allow the Property Manager to elect to receive Class A Units or shares of the Company’s common stock in lieu of cash for all fees payable to the Property Manager. The Company incurred approximately $0.5 million and $1.3 million in property management fees during three and nine months ended September 30, 2024, respectively, and $0.3 million and $1.2 million in property management fees during the three and nine months ended September 30, 2023, respectively. These property management fees were paid in cash, except for such periods as discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash. Professional Fees and Other Reimbursements The Company pays directly or reimburses the Advisor monthly in arrears, for all the expenses paid or incurred by the Advisor or its affiliates in connection with the services it provides to the Company under the Advisory Agreement, subject to the following limitations: ● (a) With respect to administrative and overhead expenses of the Advisor, including administrative and overhead expenses of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services but not including their salaries, wages, and benefits, these costs may not exceed in any fiscal year, (i) $0.4 million, or (ii) if the Asset Cost (as defined in the Advisory Agreement) as of the last day of the fiscal quarter immediately preceding the month is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal quarter multiplied by (y) 0.10% . ● (b) With respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers), these amounts must be comparable to market rates and reimbursements may not exceed, in any fiscal year, (i) $3.0 million ( $2.6 million before the three months ended March 31, 2024), or (ii) if the Asset Cost as of the last day of the fiscal year is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal year multiplied by (y) 0.30% . Professional fees and other reimbursement include reimbursements to the Advisor for administrative, overhead and personnel services, which are subject to the limits noted above, as well as costs associated with directors and officers insurance which are not subject to those limits. Professional fees and other reimbursements for the three and nine months ended September 30, 2024 were $1.0 million and $3.5 million, respectively. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended September 30, 2024 were $0.8 million ($0.8 million were for salaries, wages, and benefits and none related to administrative and overhead expenses). The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the nine months ended September 30, 2024 were $2.9 million ($2.5 million were for salaries, wages, and benefits and $0.4 million related to administrative and overhead expenses). Professional fees and other reimbursements for the three and nine months ended September 30, 2023 were $1.2 million and $3.7 million, respectively. The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the three months ended September 30, 2023 was $0.8 million ($0.8 million were for salaries, wages, and benefits and none related to administrative and overhead expenses). The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the nine months ended September 30, 2023 was $2.7 million ($2.3 million were for salaries, wages, and benefits and $0.4 million related to administrative and overhead expenses). In March 2024, the Company and the Advisor amended the Advisory Agreement to increase the limit of incurred costs from the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services (including the Company’s executive officers) from $2.6 million to $3.0 million, and to allow the Advisor to elect to receive any expense reimbursement amounts pursuant to the Advisory Agreement in cash, OP Units, shares of the Company’s common stock, or any combination thereof. The Company paid its professional fees to the Advisor with cash during the three and nine months ended September 30, 2024 and 2023 except such periods as discussed in Note 7 — Stockholders’ Equity — Class A Common Stock Issued to the Advisor In Lieu of Cash. Notes Payable to Related Parties Pursuant to the terms of a promissory note executed during the three months ended June 30, 2024 between the Company and the Advisor, the Company borrowed $0.15 million from the Advisor for working capital needs. The Company recorded this borrowing as a note payable to related parties as of June 30, 2024 on the Company’s consolidated balance sheet. The promissory note bore interest at an annual rate of 9.39% and would have been callable on or after September 26, 2024. In July 2024, the Company fully repaid the promissory note with cash on hand including interest, which was immaterial. Amounts repaid under the promissory note may not be reborrowed. Additionally, pursuant to the terms of a promissory note executed during the three months ended September 30, 2024 between the Company and the Advisor, the Company borrowed $0.575 million from the Advisor for working capital needs. The Company recorded this borrowing as a note payable to related parties as of September 30, 2024 on the Company’s consolidated balance sheet. The promissory note bore interest at an annual rate of 8.63% and would have been callable on or after December 29, 2024. Amounts repaid under the promissory note may not be reborrowed. Subsequent to September 30, 2024, the Company repaid all amounts outstanding under this promissory note with the Advisor with cash on hand including interest, which was immaterial. For additional information please see Note 14 — Subsequent Events Summary of Fees, Expenses and Related Payables The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, Payable (receivable) as of September 30, December 31, (In thousands) 2024 2023 2024 2023 2024 2023 Ongoing fees: Asset and property management fees to related parties (1) $ 1,994 $ 1,882 $ 5,824 $ 5,754 $ 226 $ 20 Professional fees and other reimbursements (2) 996 1,171 3,466 3,699 — — Total related party operation fees and reimbursements $ 2,990 $ 3,053 $ 9,290 $ 9,453 $ 226 $ 20 (1) During the nine months ended September 30, 2024 and 2023, approximately $1.6 million and $0.5 million, respectively, of this expense was for the asset and property management fees paid in shares of the Company’s Class A common stock (see above) in lieu of cash. (2) Amounts for the three and nine months ended September 30, 2024 and 2023 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. Termination Fees Payable to the Advisor The Advisory Agreement requires the Company to pay a termination fee to the Advisor in the event the Advisory Agreement is terminated prior to the expiration of the initial term in certain limited scenarios. The termination fee will be payable to the Advisor if either the Company or the Advisor exercises the right to terminate the Advisory Agreement in connection with the consummation of the first change of control (as defined in the Advisory Agreement). The termination fee is equal to $15 million plus an amount equal to the product of: (i) three (if the termination was effective on or prior to June 30, 2020) or (ii) four (if the termination is effective after June 30, 2020), multiplied The “Subject Fees” are equal to the product of 12 and the actual base management fee for the month immediately prior to the month in which the Advisory Agreement is terminated, plus the product of four and the actual variable management fee for the quarter immediately prior to the quarter in which the Advisory Agreement is terminated, plus without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity issued by the Company and its subsidiaries in respect of the fiscal quarter immediately prior to the fiscal quarter in which the Advisory Agreement is terminated. In connection with the termination or expiration of the Advisory Agreement, the Advisor will be entitled to receive (in addition to any termination fee) all amounts then accrued and owing to the Advisor, including an amount equal to then-present fair market value of its shares of the Company’s Class A common stock and interest in the OP. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2024 | |
Economic Dependency | |
Economic Dependency | Note 10 — Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that the Advisor and its affiliates are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2024 | |
Equity-Based Compensation | |
Equity-Based Compensation | Note 11 — Equity-Based Compensation Equity Plans Restricted Share Plan Prior to the Company listing its shares on the NYSE, the Company had an employee and director incentive restricted share plan (as amended, the “RSP”). The RSP provided for the automatic grant of the number of restricted shares equal to $30,000 divided by the then-current Estimated Per-Share NAV, which were made without any further approval by the Company’s board of directors or the stockholders, after initial election to the board of directors and after each annual stockholder meeting, with such restricted shares vesting annually over a five-year period following the grant date in increments of 20.0% per annum. The RSP also provided the Company with the ability to grant awards of restricted shares to the Company’s board of directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. 2020 Equity Plan Effective at the time of the listing, the Company’s independent directors approved an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2020 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Awards under the Individual Plan are open to the Company’s directors, officers and employees (if the Company ever has employees), employees, officers and directors of the Advisor and as a general matter, employees of affiliates of the Advisor that provide services to the Company. Awards under the Advisor Plan may only be granted to the Advisor and its affiliates (including any person to whom the Advisor subcontracts substantially all of responsibility for directing or performing the day-to-day business affairs of the Company). The 2020 Equity Plan succeeded and replaced the then existing RSP. Following the effectiveness of the 2020 Equity Plan at the listing of its shares on the NYSE, no further awards have been or will be granted under the RSP; provided, however, any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain in effect in accordance with their terms and the terms of the RSP, until all those awards are exercised, settled, forfeited, canceled, expired or otherwise terminated. The Company accounts for forfeitures when they occur. While the RSP provided only for awards of restricted shares, the 2020 Equity Plan has been expanded to also permit awards of restricted stock units, stock options, stock appreciation rights, stock awards, LTIP Units and other equity awards. In addition, the 2020 Equity Plan eliminates the “automatic grant” provisions of the RSP that dictated the terms and amount of the annual award of restricted shares to independent directors. Grants to independent directors are made in accordance with the Company’s new director compensation program, as described below under “—Director Compensation.” The 2020 Equity Plan has a term of 10 years, expiring August 18, 2030. The number of shares of the Company’s capital stock that may be issued or subject to awards under the 2020 Equity Plan, in the aggregate, is equal to 20.0% of the Company’s outstanding shares of Class A common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. Director Compensation On August 18, 2020 the Company listed its shares of Class A common stock on the NYSE (the “Listing Date”), and effective on that date, the Company’s independent directors approved a change to the Company’s director compensation program. Starting with the annual award of restricted shares made in connection with the Company’s 2021 annual meeting of stockholders, the amount of the annual award was increased from $30,000 to $65,000. No other changes have been made to the Company’s director compensation program. Restricted Shares Restricted share awards entitle the recipient to receive shares of common stock from the Company under terms that provide for vesting over a specified period of time. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends on the same basis as dividends paid on shares of common stock, if any, prior to the time that the restrictions on the restricted shares have lapsed and thereafter. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. In March 2022, the compensation committee delegated authority to the Company’s chief executive officer to award up to 25,000 restricted shares (adjusted for the Reverse Stock Split) to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer, subject to certain limits and restrictions imposed by the compensation committee. The compensation committee remains responsible for approving and administering all grants of awards to the Company’s chief financial officer or any other executive officer of the Company, including any award of restricted shares recommended by the Company’s chief executive officer. No awards under the 2020 Equity Plan may be made pursuant to this delegation of authority to anyone who is also a partner, member or equity owner of the parent of the Advisor. As of September 30, 2024 there have been no shares awarded to anyone who is also a partner, member or equity owner of the parent of the Advisor. Restricted share awards that have been granted to the Company’s directors provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s voluntary termination or the failure to be re-elected to the Company’s board of directors. In the quarter ended March 31, 2023, the Company issued 2,038 restricted shares (adjusted for the Reverse Stock Split) to a member of the Company’s board of directors. During the quarter ended June 30, 2023 the Company issued 13 restricted shares to an employee of the advisor and its affiliates. In the quarter ended September 30, 2023, the Company issued 24,042 shares to the Company’s the board of directors as part of the annual award of restricted shares by the Company to the board of directors. These restricted shares issued to the board of directors will vest in 20% increments on each of the first five four In the quarter ended March 31, 2024, three former employees of the Advisor terminated their employment, and as defined in the award agreement, forfeited a total of 953 restricted shares. During the quarter ended June 30, 2024, the Company issued 48,500 restricted shares to employees of the Advisor. The restricted shares granted to employees of the Advisor will vest in 25% increments on each of the first four four During the quarter ended September 30, 2024, the Company issued 21,216 restricted shares as part of the annual award by the Company to the Company’s board of directors. These restricted shares issued to the board of directors will vest in 20% increments on each of the first five The following table displays restricted share award activity during the nine months ended September 30, 2024: Number of Weighted-Average Restricted Shares Issue Price Unvested, December 31, 2023 36,198 $ 29.37 Granted 85,710 8.73 Vested (15,522) 20.16 Forfeitures (953) 65.86 Unvested, September 30, 2024 105,433 $ 13.62 As of September 30, 2024, the Company had $1.2 million of unrecognized compensation cost related to unvested restricted share awards granted and is expected to be recognized over a weighted-average period of 3.2 years. Restricted share awards are expensed in accordance with the service period required. Compensation expense related to restricted share awards was approximately $0.1 million and $0.3 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2023, respectively. Compensation expense related to restricted share awards is recorded as equity-based compensation in the accompanying unaudited consolidated statements of operations and comprehensive loss. Multi-Year Outperformance Award 2020 OPP On the Listing Date, the Company, the OP and the Advisor entered into the 2020 OPP pursuant to which a performance-based equity award was granted to the Advisor. The award was based on the recommendation of the Company’s compensation consultant, and approved by the Company’s independent directors, acting as a group. Initially, the award under the 2020 OPP was in the form of a single LTIP Unit. On September 30, 2020, the 30th trading day following the Listing Date, in accordance with its terms, the single LTIP Unit automatically converted into 501,605 LTIP Units (adjusted for the Reverse Stock Split), the quotient of $50.0 million divided by $99.68 (adjusted for the Reverse Stock Split), representing the average closing price of one share of Class A common stock over the ten consecutive trading days immediately prior to September 30, 2020. This number of LTIP Units represented the maximum number of LTIP Units that could have been earned by the Advisor during a performance period which ended on August 18, 2023. The compensation committee of the board of directors of the Company determined that none of the 501,605 of the LTIP Units subject to the 2020 OPP had been earned under the performance measures. For accounting purposes, July 19, 2020 was treated as the grant date (the “Grant Date”), because the Company’s independent directors approved the 2020 OPP and the award made thereunder on that date. The Company engaged third party specialists, who used a Monte Carlo simulation, to calculate the fair value as of the date the single LTIP Unit converted (September 30, 2020), on which date the fair value was also fixed. The total fair value of the LTIP Units of $25.8 million was recorded over the requisite service period of 3.07 years beginning on the Grant Date and ending on the third anniversary of the Listing Date (August 18, 2023). As a result, during the three and nine months ended September 30, 2024, the Company did not record any equity-based compensation expense related to the LTIP Units. For the nine months ended September 30, 2023 the Company recorded equity-based compensation expense related to the LTIP Units of $5.3 million. As of August 18, 2023, the total fair value of the LTIP Units has been amortized to expense and no future expense remains. Equity-based compensation expense related to the LTIP Units was recorded in equity-based compensation in the consolidated statements of operations and comprehensive loss. The LTIP Units issued pursuant to the 2020 OPP could potentially have been earned by the Advisor during a performance period which ended on August 18, 2023. The compensation committee of the board of directors of the Company determined that none of the 501,605 of the LTIP Units subject to the 2020 OPP had been earned under the performance measures. These LTIP Units were thus automatically forfeited effective as of August 18, 2023, without the payment of any consideration by the Company or the OP. On that date, the Company reclassified amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of equity. LTIP Units/Distributions/Redemption The rights of the Advisor as the holder of the LTIP Units were governed by the terms of the LTIP Units set forth in the agreement of limited partnership of the OP. Holders of LTIP Units were entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until if, and when, the LTIP Units were earned. Distributions paid on a Class A Unit were equal to dividends paid on a share of Class A common stock and were not subject to forfeiture, even though the LTIP Units were not earned and have been forfeited. If the LTIP Units had been earned, the Advisor would have been entitled to a priority catch-up distribution on each earned LTIP Unit equal to 90% of the aggregate distributions paid on Class A Units during the applicable performance period. Any LTIP Units that were earned would have become entitled to receive the same distributions paid on the Class A Units. If the Advisor’s capital account with respect to an earned LTIP Unit had been equal to the capital account balance of a Class A Unit, the Advisor, as the holder of the earned LTIP Unit, in its sole discretion, would have been entitled to convert the LTIP Unit into a Class A Unit, which would have in turn been redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof. For the nine months ended September 30, 2024 and 2023 the Company has not paid any dividends to their common stockholders. Subsequently, the board decided not to declare any further dividends. There is no assurance as to when or if the board will declare future dividends or the amount of any future dividends that may be declared. Because the LTIP Units only receive distributions when the Class A common stock receives dividends, no distributions have been paid since the quarter ended March 31, 2022. For the nine months ended September 30, 2024 and 2023, the Company did not pay distributions on the LTIP Units. As discussed above, the LTIP Units were automatically forfeited effective as of August 18, 2023, without the payment of any consideration by the Company or the OP. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2024 | |
Income Taxes | |
Income Taxes | Note 12 — Income Taxes On December 30, 2022, the Company announced that it was changing its business strategy by expanding the scope of the assets and businesses the Company may own and operate. By investing in other asset types, the Company may generate income that does not otherwise constitute income that qualifies for purposes of qualifying as a REIT. As a result, on January 9, 2023, the Company’s board of directors authorized the termination of the Company’s REIT election which became effective as of January 1, 2023. Historically, effective with the taxable year ended December 31, 2014 through December 31, 2022, the Company had elected to be taxed as a REIT. The Company is subject to U.S. federal, state and local income taxes. For deferred items, the Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. Because of the Company’s recent operating history of taxable losses and the continuing adverse economic impacts since the COVID-19 pandemic on the Company’s results of operations, the Company is not able to conclude that it is more likely than not it will realize the future benefit of its deferred tax assets; thus the Company has provided a 100% valuation allowance as of September 30, 2024 and as of December 31, 2023. If and when the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in its consolidated statements of comprehensive income (loss). The effective tax rate was zero for the nine months ended September 30, 2024 and 2023. The Company expects to have a taxable loss for federal, state and local income taxes for the year ending December 31, 2024. Accordingly, the Company has recorded no income tax expense or benefit (after considering changes in the valuation allowance) for the three and nine months ended September 30, 2024. The Company remains in a net deferred tax asset position with a full valuation allowance as of both September 30, 2024 and December 31, 2023. As of September 30, 2024, the Company had no material uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2024 | |
Net Loss Per Share | |
Net Loss Per Share | Note 13 — Net Loss Per Share The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except share and per share data) 2024 2023 2024 2023 Net loss attributable to common stockholders (in thousands) $ (34,482) $ (9,390) $ (133,941) $ (32,047) Adjustments to net loss attributable to common stockholders — — — — Adjusted net loss attributable to common stockholders $ (34,482) $ (9,390) $ (133,941) $ (32,047) Weighted average shares outstanding — Basic and Diluted 2,551,034 2,288,683 2,464,574 2,205,702 Net loss per share attributable to common stockholders — Basic and Diluted $ (13.52) $ (4.10) $ (54.35) $ (14.53) Under current authoritative guidance for determining earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company’s unvested restricted shares, Class A Units and unearned LTIP Units contain rights to receive distributions considered to be non-forfeitable, except in certain limited circumstances, and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above adjusts net loss to exclude the distributions to the unvested restricted shares, Class A Units and the unearned LTIP Units that were issued under the 2020 OPP from the numerator. On July 1, 2022, the Company announced that it suspended its policy regarding dividends paid on its Class A common stock, beginning with the dividend that would have been payable for the quarter ended June 30, 2022. Accordingly, there is no adjustment for the three month period ended September 30, 2024 or 2023 relating to distributions to LTIP Units which are paid in arrears. Accordingly, since the LTIP Units only receive distributions when the Class A common stock receives dividends there were no distributions to the LTIP Units beginning with the distribution that would have been payable for the quarter ended June 30, 2022 and quarterly periods thereafter. Diluted net loss per share assumes the conversion of all Class A common stock share equivalents into an equivalent number of shares of Class A common stock, unless the effect is anti-dilutive. The Company considers unvested restricted shares, Class A Units and unvested LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive for the periods presented. Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Unvested restricted shares (1) 103,462 34,889 64,467 23,851 LTIP Units (2) — 261,707 — 420,760 Total weighted-average anti-dilutive common share equivalents 103,462 296,596 64,467 444,611 (1) There were 105,433 and 35,518 unvested restricted shares outstanding as of September 30, 2024 and 2023, respectively. (2) There were no LTIP units outstanding as of September 30, 2024, and 2023, respectively. See Note 11 — Equity-Based Compensation for additional information. If dilutive, conditionally issuable shares relating to the 2020 OPP award would be included, as applicable, in the computation of fully diluted EPS on a weighted-average basis for and nine month periods ended September 30, 2024 and 2023, respectively, based on shares that would be issued if the applicable balance sheet date was the end of the measurement period. No LTIP Unit share equivalents were included in the computation for nine month periods ended September 30, 2024 because either or both (i) no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the 2020 OPP) at September 30, 2024 and 2023 or (ii) the Company recorded a net loss to common stockholders for all periods presented and any shares conditionally issuable under the LTIPs would be anti-dilutive. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2024 | |
Subsequent Events | |
Subsequent Events | Note 14 — Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements other than the following Note Payable to Related Parties In October 2024, the Company repaid all amounts outstanding under its promissory note with the Advisor, totaling $0.575 million. For more information see Note 9 — Related Party Transactions and Arrangements |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (133,941) | $ (32,047) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. The results of operations for the three and nine months ended September 30, 2024 and 2023, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2024. Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2024. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture 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 other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. Substantially all the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. |
Non-controlling Interests | Non-controlling Interests The non-controlling interests represent the portion of the equity in the OP that is not owned by the Company. Under the multi-year outperformance agreement with the Advisor (the “2020 OPP”), the OP issued a class of units of limited partnership (“LTIP Units”) during 2020, which have historically been reflected as part of non-controlling interest. The performance period under the 2020 OPP expired on August 18, 2023. Following the end of the performance period, as required under the 2020 OPP the compensation committee of the board of directors of the Company, determined that none of the 501,605 of the LTIP Units subject to the 2020 OPP had been earned, and these LTIP Units were thus automatically forfeited effective as of August 18, 2023. On that date, the Company reclassified $25.8 million of amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statement of changes in equity. No amounts remain in non-controlling interests after the expiration date. Please see Note 7 — Stockholders’ Equity Note 11 — Equity-Based Compensation |
Continuing Adverse Impacts Since the COVID 19 Pandemic | Continuing Adverse Impacts Since the COVID-19 Pandemic The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. New York City, where all of the Company’s properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns in March 2022. While the Company’s properties remain accessible to all tenants and operating restrictions have now expired, some tenants have vacated, terminated or otherwise did not renew their lease. The Company has incurred increased unreimbursed property operating expenses because the Company’s occupancy has not fully recovered to pre-pandemic levels, and these increased expenses have been compounded by inflation. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenging as leasing and occupancy trends for the broader market have slowed, leading political, community and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates. There can be no assurance that the Company will be able to lease all or any portion of the currently vacant space at any property on acceptable or favorable terms, or at all. Cash Collection and Mortgage Covenant non-compliance In prior periods, the COVID-19 pandemic caused certain of the Company’s tenants to be unable to make rent payments to the Company timely, or at all. Rent collections from the Company’s tenants have generally been timely in the quarters ended September 30, 2024 and 2023 and no new COVID-19 deferral or abatement agreements were entered into. While leasing activity and occupancy have generally improved at some of our properties in the nine months ended September 30, 2024 and the year ended December 31, 2023 as compared to the years ended December 31, 2022 and 2021, the occupancy and operating results at (i) 9 Times Square, (ii) 1140 Avenue of Americas, Boulevard and (iii) 8713 Fifth Avenue have not yet fully recovered, which has caused non-compliance of certain mortgage debt covenants or cash trap or cash sweep events under their non-recourse mortgages in the past several quarters and in the current quarter. In our 400 E. 67th Street property, one major tenant's lease expired and we subsequently entered in to a month to month lease with that tenant. In addition at the Company’s 400 E. 67th Street property, another major tenant is paying through the end of their lease, which is September 2025; however, they moved out of the space in the third quarter of 2024. See Note 4 — Mortgage Notes Payable, Net |
Revenue Recognition | Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of September 30, 2024, these leases had a weighted-average remaining lease term of 5.9 years. Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires that the Company record a receivable for, and include in revenue from tenants, unbilled rent receivables that the Company will receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses (recorded in total revenue from tenants), in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. To the extent such costs exceed the applicable tenant’s base year, many but not all of the Company’s leases require the tenant to pay its allocable share of increases in operating expenses, which may include common area maintenance costs, real estate taxes and insurance. Under ASC 842, the Company has elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis. The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the leasing standard, the Company is required to assess, based on credit risk, if it is probable that the Company will collect virtually all of the lease payments at the lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it is probable that it will collect virtually all of the lease payments (base rent and additional rent), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it is not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and the straight-line rent receivable accrued will be written off, as well as any accounts receivable, where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with current accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. In accordance with lease accounting rules the Company records uncollectible amounts as reductions in revenue from tenants. During the nine months ended September 30, 2024 and 2023, the Company had no such reductions in revenue which excludes rents from tenants on a cash basis not collected. |
Lessor Accounting | Lessor Accounting In accordance with the lease accounting standard, all leases as lessor prior to adoption were accounted for as operating leases. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75%), the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90%) of the leased property’s fair value at lease inception, or the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases are evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. As of September 30, 2024, the Company did not have any leases as a lessor that would be considered as sales-type leases or financing under sales-leaseback rules. As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. |
Lessee Accounting | Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 8 — Commitments and Contingencies We are the lessee under a land lease which was previously classified as an operating lease prior to adoption of lease accounting and will continue to be classified as an operating lease under transition elections unless subsequently modified. This lease is reflected on the Company’s consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statements of operations and comprehensive income to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held for use. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net loss because recording an impairment loss results in an immediate negative adjustment to earnings. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted as of September 30, 2024 In November 2023, the FASB issued ASU 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures (Topic 280). The guidance in Topic 280 may be elected beginning December 15, 2023, with interim periods beginning after December 15, 2024, as segment reporting activities occur. The new standard requires a public entity to disclose significant segment expense categories and amounts for each reportable segment. A significant expense is an expense that (i) is significant to the segment, (ii) regularly provided or easily computed from information regularly provided to management and (iii) included in the reported measure of profit or loss. The Company is continuing to evaluate the impact on the Company’s financial statements. The Company does not believe the impact of the adoption of the standard will be material to the financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The new standard expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. Public entities must apply the new standard to annual periods beginning after December 15, 2024. The Company will adopt the new guidance in its Form 10-K for the year ended December 31, 2025. The guidance is not expected to have a material impact on its consolidated financial statements as the provisions are related to footnote disclosure only. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Real Estate Investments | |
Schedule of Amortization and Accretion of Market Lease Assets and Liabilities | Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2024 2023 2024 2023 In-place leases $ 567 $ 675 $ 1,722 $ 2,679 Other intangibles 53 177 407 531 Total included in depreciation and amortization $ 620 $ 852 $ 2,129 $ 3,210 Above-market lease intangibles $ 44 $ 174 $ 331 $ 651 Below-market lease liabilities (275) (222) (699) (733) Total included in revenue from tenants $ (231) $ (48) $ (368) $ (82) Below-market ground lease, included in property operating expenses $ 12 $ 12 $ 37 $ 37 |
Schedule of Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenues for the next five years as of September 30, 2024: (In thousands) 2024 (remainder) 2025 2026 2027 2028 2029 In-place leases $ 444 $ 1,164 $ 632 $ 624 $ 584 $ 385 Other intangibles 53 211 211 211 211 211 Total to be included in depreciation and amortization $ 497 $ 1,375 $ 843 $ 835 $ 795 $ 596 Above-market lease assets $ 41 $ 123 $ 117 $ 117 $ 112 $ 85 Below-market lease liabilities (213) (503) (183) (180) (180) (142) Total to be included in revenue from tenants $ (172) $ (380) $ (66) $ (63) $ (68) $ (57) |
Schedule of assets associated with the property | (In thousands) September 30, 2024 September 30, 2023 Real estate investments held for sale, at cost: Land $ 21,328 $ 3,291 Buildings, fixtures and improvements 25,432 1,233 Acquired Intangible 8,459 — Total real estate investments held for sale, at cost 55,219 4,524 Less accumulated depreciation and amortization (321) (394) Total real estate investments held for sale, net 54,898 4,130 Impairment charges related to properties reclassified as held for sale (1,974) — Assets held for sale $ 52,924 $ 4,130 |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Mortgage Notes Payable, Net | |
Schedule of mortgage notes payable, net | Outstanding Loan Amount Effective Encumbered September 30, December 31, Interest Interest Portfolio Properties 2024 2023 Rate Rate Maturity (In thousands) (In thousands) 123 William Street 1 $ 140,000 $ 140,000 4.74 % Fixed Mar. 2027 9 Times Square (1) (2) (4) 1 49,500 49,500 8.06 % Variable Jan. 2025 1140 Avenue of the Americas (2) 1 99,000 99,000 4.18 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage (2) 2 50,000 50,000 4.59 % Fixed May 2028 8713 Fifth Avenue (2) 1 10,000 10,000 5.05 % Fixed Nov. 2028 196 Orchard Street 1 51,000 51,000 3.91 % Fixed Aug. 2029 Mortgage notes payable, gross 7 399,500 399,500 4.90 % Less: deferred financing costs, net (3) (2,662) (3,798) Mortgage notes payable, net $ 396,838 $ 395,702 (1) Formerly fixed as a result of a “pay-fixed” interest rate swap agreement which matured in April 2024. This interest rate swap effectively fixed the mortgage at an annual rate of 3.73% when it was active prior to April 2024. (2) These mortgage notes payable are currently either in breach of a debt covenant that may result in further restrictions as specified by the terms of the covenants or a cash sweep events. These covenant breaches or cash sweeps do not result in events of default. For more information please see “Debt Covenant Non-Compliance and Cash Sweep Events” section below. (3) Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not close. (4) On April 29, 2024, the Company entered into an amendment to the loan agreement that extended the maturity of the loan to October 31, 2024, which the Company further extended to January 31, 2025, pursuant to an option contained in such agreement, at an effective variable interest rate of one-month SOFR plus a spread of 2.60% per annum. The Company has determined to market certain of their properties for sale, including 9 Times Square. This amended agreement allows the Company to begin marketing the property for sale, with the option to extend in the event the property is under contract for sale but has not yet closed at the time of maturity. The Company has executed a purchase and sale agreement to sell the property for a contract price of $63.5 million. For additional information please see Note 3 — Real Estate Investments . |
Schedule of aggregate principal payments | Future Minimum (In thousands) Principal Payments 2024 (remainder) $ — 2025 (1) 49,500 2026 99,000 2027 140,000 2028 60,000 2029 51,000 Thereafter — Total $ 399,500 (1) On April 29, 2024, the Company entered into an amendment to the loan agreement that extended the maturity of the loan to October 31, 2024, which the Company further extended to January 31, 2025, pursuant to an option contained in such agreement, at an effective variable interest rate of one-month SOFR plus a spread of 2.60% per annum. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Fair Value of Financial Instruments | |
Schedule of financial instruments measured at fair value on a recurring basis | Quoted Prices Significant Other Significant in Active Observable Unobservable Markets Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total December 31, 2023 Interest rate “Pay - Fixed” swaps - assets $ — $ 400 $ — $ 400 Total $ — $ 400 $ — $ 400 |
Schedule of financial instruments that are not reported at fair value | September 30, 2024 December 31, 2023 Gross Gross Principal Principal (In thousands) Level Balance Fair Value Balance Fair Value Mortgage note payable — 9 Times Square 3 $ 49,500 $ 49,482 $ 49,500 $ 49,265 Mortgage note payable — 1140 Avenue of the Americas (1) 3 99,000 68,828 99,000 69,619 Mortgage note payable — 123 William Street 3 140,000 133,546 140,000 130,463 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 50,000 46,548 50,000 45,442 Mortgage note payable — 8713 Fifth Avenue 3 10,000 9,388 10,000 9,193 Mortgage note payable — 196 Orchard Street 3 51,000 46,137 51,000 44,857 Total $ 399,500 $ 353,929 $ 399,500 $ 348,839 (1) The Company recorded an impairment charge of $66.1 million during the year ended December 31, 2023 for its 1140 Avenues of the Americas property. As a result, the Company adjusted the fair value of the property’s mortgage to the current carrying value of the property as of December 31, 2023. For additional information please see Note 3 — Real Estate Investments. |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Derivatives and Hedging Activities | |
Schedule of derivatives instruments | September 30, December 31, (In thousands) Balance Sheet Location 2024 2023 Derivatives designated as hedging instruments: Interest Rate “Pay-fixed” Swap Derivative asset, at fair value $ — $ 400 |
Schedule of derivatives that were designated as cash flow hedges of interest rate risk | December 31, 2023 Number of Notional Interest Rate Derivative Instruments Amount (In thousands) Interest Rate “Pay-fixed” Swap 1 $ 49,500 |
Schedule of gain or loss recognized on interest on derivatives | Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2024 2023 2024 2023 Amount of gain (loss) recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) $ — $ 34 $ 8 $ 278 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense $ — $ 408 $ 414 $ 1,086 Total interest expense recorded in consolidated statements of operations and comprehensive loss $ 5,279 $ 4,739 $ 15,177 $ 14,109 |
Schedule of offsetting derivatives | Gross Amounts Not Offset on the Balance Sheet Gross Net Amounts Amounts of Assets Gross Gross Offset on (Liabilities) Cash Amounts of Amounts of the Presented on Collateral Recognized Recognized Balance the Balance Financial Received Net (In thousands) Assets (Liabilities) Sheet Sheet Instruments (Posted) Amount December 31, 2023 $ 400 $ — $ — $ 400 $ — $ — 400 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Stockholders' Equity | |
Schedule of Stock by Class | The following table shows the shares issued in relation to the advisory and property management agreements as of September 30, 2024 and 2023: Period of Issuance Recipient Agreement Shares Issued Closing Share Price January 2023 The Advisor Advisory Agreement 31,407 (1) $ 15.44 (1) March 2024 The Advisor Advisory Agreement 70,607 $ 7.54 April 2024 The Advisor Advisory Agreement 68,308 $ 6.58 April 2024 The Advisor Property Management Agreement 22,857 $ 6.58 May 2024 The Advisor Advisory Agreement 83,543 $ 5.72 (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 — Organization for additional information). |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Commitments and Contingencies | |
Schedule of Ground Lease Rent Payments | The following table reflects the ground lease rent payments due from the Company and a reconciliation to the net present value of those payments as of September 30, 2024: Future Base (In thousands) Rent Payments 2024 (remainder) $ 1,187 2025 4,746 2026 4,746 2027 4,746 2028 4,746 2029 4,746 Thereafter 183,516 Total lease payments 208,433 Less: Effects of discounting (153,824) Total present value of lease payments $ 54,609 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions and Arrangements | |
Schedule of Fees, Expenses and Related Payables | The following table details amounts incurred in connection with the Company’s operations-related services described above as of and for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, Payable (receivable) as of September 30, December 31, (In thousands) 2024 2023 2024 2023 2024 2023 Ongoing fees: Asset and property management fees to related parties (1) $ 1,994 $ 1,882 $ 5,824 $ 5,754 $ 226 $ 20 Professional fees and other reimbursements (2) 996 1,171 3,466 3,699 — — Total related party operation fees and reimbursements $ 2,990 $ 3,053 $ 9,290 $ 9,453 $ 226 $ 20 (1) During the nine months ended September 30, 2024 and 2023, approximately $1.6 million and $0.5 million, respectively, of this expense was for the asset and property management fees paid in shares of the Company’s Class A common stock (see above) in lieu of cash. (2) Amounts for the three and nine months ended September 30, 2024 and 2023 are included in general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Equity-Based Compensation | |
Schedule of Equity Based Compensation | Number of Weighted-Average Restricted Shares Issue Price Unvested, December 31, 2023 36,198 $ 29.37 Granted 85,710 8.73 Vested (15,522) 20.16 Forfeitures (953) 65.86 Unvested, September 30, 2024 105,433 $ 13.62 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Net Loss Per Share | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except share and per share data) 2024 2023 2024 2023 Net loss attributable to common stockholders (in thousands) $ (34,482) $ (9,390) $ (133,941) $ (32,047) Adjustments to net loss attributable to common stockholders — — — — Adjusted net loss attributable to common stockholders $ (34,482) $ (9,390) $ (133,941) $ (32,047) Weighted average shares outstanding — Basic and Diluted 2,551,034 2,288,683 2,464,574 2,205,702 Net loss per share attributable to common stockholders — Basic and Diluted $ (13.52) $ (4.10) $ (54.35) $ (14.53) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Unvested restricted shares (1) 103,462 34,889 64,467 23,851 LTIP Units (2) — 261,707 — 420,760 Total weighted-average anti-dilutive common share equivalents 103,462 296,596 64,467 444,611 (1) There were 105,433 and 35,518 unvested restricted shares outstanding as of September 30, 2024 and 2023, respectively. (2) There were no LTIP units outstanding as of September 30, 2024, and 2023, respectively. See Note 11 — Equity-Based Compensation for additional information. |
Organization (Details)
Organization (Details) $ / shares in Units, ft² in Millions, $ in Millions | Feb. 27, 2023 shares | Feb. 22, 2023 USD ($) | Jan. 11, 2023 $ / shares | Sep. 30, 2024 ft² property $ / shares | Dec. 31, 2023 $ / shares |
Organization | |||||
Number of real estate properties | property | 7 | ||||
Net rentable area (sqft) | ft² | 1.2 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Reverse stock split | 0.125 | ||||
Rights Offering | |||||
Organization | |||||
Gross proceeds | $ | $ 5 | ||||
Common Class A | |||||
Organization | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Shares purchased (in shares) | shares | 386,100 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Aug. 18, 2023 | Sep. 30, 2024 | |
Summary of Significant Accounting Policies | ||
Weighted average remaining lease term | 5 years 10 months 24 days | |
Performance-Based Equity Award | 2020 OPP | ||
Summary of Significant Accounting Policies | ||
Units forfeited during period (in shares) | 501,605 | |
Forfeiture of 2020 LTIP Units | $ 25.8 | |
Amounts remain in non-controlling interests | $ 0 |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Amortization and Accretion of Market Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Finite-lived intangible assets | ||||
Total included in revenue from tenants | $ (331) | $ (45) | ||
Depreciation and Amortization | ||||
Finite-lived intangible assets | ||||
Amortization of leases and other intangibles | $ 620 | $ 852 | 2,129 | 3,210 |
Depreciation and Amortization | In-place leases | ||||
Finite-lived intangible assets | ||||
Amortization of leases and other intangibles | 567 | 675 | 1,722 | 2,679 |
Depreciation and Amortization | Other intangibles | ||||
Finite-lived intangible assets | ||||
Amortization of leases and other intangibles | 53 | 177 | 407 | 531 |
Rental Income | ||||
Finite-lived intangible assets | ||||
Below-market lease liabilities | (275) | (222) | (699) | (733) |
Rental Income | Above-market lease intangibles | ||||
Finite-lived intangible assets | ||||
Amortization of leases and other intangibles | (44) | (174) | (331) | (651) |
Rental Income | Total included in revenue from tenants | ||||
Finite-lived intangible assets | ||||
Total included in revenue from tenants | (231) | (48) | (368) | (82) |
Property Operating Expense | Below-market ground lease, included in property operating expenses | ||||
Finite-lived intangible assets | ||||
Amortization of leases and other intangibles | $ 12 | $ 12 | $ 37 | $ 37 |
Real Estate Investments - Sch_2
Real Estate Investments - Schedule of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2024 USD ($) |
Depreciation and Amortization | |
Finite-lived intangible assets, net | |
2024 (remainder) | $ 497 |
2025 | 1,375 |
2026 | 843 |
2027 | 835 |
2028 | 795 |
2029 | 596 |
Depreciation and Amortization | In-place leases | |
Finite-lived intangible assets, net | |
2024 (remainder) | 444 |
2025 | 1,164 |
2026 | 632 |
2027 | 624 |
2028 | 584 |
2029 | 385 |
Depreciation and Amortization | Other intangibles | |
Finite-lived intangible assets, net | |
2024 (remainder) | 53 |
2025 | 211 |
2026 | 211 |
2027 | 211 |
2028 | 211 |
2029 | 211 |
Rental Income | |
Below-market lease liabilities | |
2024 (remainder) | (213) |
2025 | (503) |
2026 | (183) |
2027 | (180) |
2028 | (180) |
2029 | (142) |
Rental Income | Above-market lease intangibles | |
Finite-lived intangible assets, net | |
2024 (remainder) | 41 |
2025 | 123 |
2026 | 117 |
2027 | 117 |
2028 | 112 |
2029 | 85 |
Rental Income | Total included in revenue from tenants | |
Below market lease, amortization income, net Of finite lived intangible assets, maturity schedule | |
2024 (remainder) | (172) |
2025 | (380) |
2026 | (66) |
2027 | (63) |
2028 | (68) |
2029 | $ (57) |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 12, 2023 USD ($) | Sep. 30, 2024 USD ($) Asset | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) property | Sep. 30, 2023 USD ($) property | |
Finite-lived intangible assets | |||||
Number of real estate properties acquired | property | 0 | 0 | |||
Number of real estate properties disposed | property | 0 | 0 | |||
Number of real estate properties moved to held for sale | Asset | 1 | ||||
Impairments of real estate investments | $ 27,817 | $ 362 | $ 112,541 | $ 513 | |
A421 W54th Street Hit Factory | |||||
Finite-lived intangible assets | |||||
Real estate, held-for-sale | $ 4,500 | $ 4,500 | |||
Gross proceeds from sale of real estate | $ 4,500 | ||||
Proceeds from sale of real estate, net | $ 4,200 | ||||
9 Times Square | |||||
Finite-lived intangible assets | |||||
Real estate, property, contracted sale price | 63,500 | ||||
Impairments of real estate investments | 1,900 | 86,600 | |||
400 E. 67th street property | |||||
Finite-lived intangible assets | |||||
Impairments of real estate investments | $ 25,800 | $ 25,800 |
Real Estate Investments - Asset
Real Estate Investments - Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Sep. 30, 2023 |
Finite-lived intangible assets | ||
Total real estate investments held for sale, at cost | $ 55,219 | $ 4,524 |
Less accumulated depreciation and amortization | (321) | (394) |
Total real estate investments held for sale, net | 54,898 | 4,130 |
Impairment charges related to properties reclassified as held for sale | (1,974) | |
Assets held for sale | 52,924 | 4,130 |
Land | ||
Finite-lived intangible assets | ||
Total real estate investments held for sale, at cost | 21,328 | 3,291 |
Buildings, fixtures and improvements | ||
Finite-lived intangible assets | ||
Total real estate investments held for sale, at cost | 25,432 | $ 1,233 |
Acquired Intangible | ||
Finite-lived intangible assets | ||
Total real estate investments held for sale, at cost | $ 8,459 |
Mortgage Notes Payable, Net - S
Mortgage Notes Payable, Net - Schedule of Mortgage Notes Payable, Net (Details) $ in Thousands | 3 Months Ended | |||
Apr. 29, 2024 | Sep. 30, 2024 USD ($) property | Mar. 31, 2024 | Dec. 31, 2023 USD ($) | |
Mortgage Notes Payable, Net | ||||
Mortgage notes payable, gross | $ 399,500 | |||
Mortgage notes payable, net | $ 396,838 | $ 395,702 | ||
Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 7 | |||
Mortgage notes payable, gross | $ 399,500 | 399,500 | ||
Less: deferred financing costs, net | (2,662) | (3,798) | ||
Mortgage notes payable, net | $ 396,838 | 395,702 | ||
Effective Interest Rate (in percent) | 4.90% | |||
123 William Street | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 1 | |||
Mortgage notes payable, gross | $ 140,000 | 140,000 | ||
Effective Interest Rate (in percent) | 4.74% | |||
9 Times Square | ||||
Mortgage Notes Payable, Net | ||||
Real estate, property, contracted sale price | $ 63,500 | |||
9 Times Square | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 1 | |||
Mortgage notes payable, gross | $ 49,500 | 49,500 | ||
Effective Interest Rate (in percent) | 8.06% | 3.73% | ||
Variable rate (in percent) | 2.60% | |||
1140 Avenue of the Americas | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 1 | |||
Mortgage notes payable, gross | $ 99,000 | 99,000 | ||
Effective Interest Rate (in percent) | 4.18% | |||
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 2 | |||
Mortgage notes payable, gross | $ 50,000 | 50,000 | ||
Effective Interest Rate (in percent) | 4.59% | |||
8713 Fifth Avenue | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 1 | |||
Mortgage notes payable, gross | $ 10,000 | 10,000 | ||
Effective Interest Rate (in percent) | 5.05% | |||
196 Orchard Street | Mortgages Note Payable | ||||
Mortgage Notes Payable, Net | ||||
Encumbered Properties | property | 1 | |||
Mortgage notes payable, gross | $ 51,000 | $ 51,000 | ||
Effective Interest Rate (in percent) | 3.91% |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) $ in Thousands | 9 Months Ended | ||
Apr. 29, 2024 | Sep. 30, 2024 USD ($) item | Dec. 31, 2023 USD ($) | |
Mortgage Notes Payable, Net | |||
Debt instrument, collateral amount | $ 481,400 | ||
Mortgage notes payable, gross | 399,500 | ||
Mortgages | |||
Mortgage Notes Payable, Net | |||
Mortgage notes payable, gross | 399,500 | $ 399,500 | |
1140 Avenue of the Americas | Mortgages | |||
Mortgage Notes Payable, Net | |||
Mortgage notes payable, gross | $ 99,000 | 99,000 | |
Number of consecutive quarters without causing a default event | item | 2 | ||
Restricted cash | $ 3,100 | 2,500 | |
Mortgage note payable - 8713 Fifth Avenue | Mortgages | |||
Mortgage Notes Payable, Net | |||
Mortgage notes payable, gross | $ 10,000 | 10,000 | |
Number of consecutive quarters without causing a default event | item | 2 | ||
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard | |||
Mortgage Notes Payable, Net | |||
Restricted cash | $ 3,100 | 0 | |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard | Mortgages | |||
Mortgage Notes Payable, Net | |||
Mortgage notes payable, gross | $ 50,000 | 50,000 | |
Lease sweep period (in months) | 12 months | ||
Mortgage note payable - 9 Times Square | Mortgages | |||
Mortgage Notes Payable, Net | |||
Mortgage notes payable, gross | $ 49,500 | $ 49,500 | |
Restricted cash | $ 25 | ||
Excess cash flow deposit, period due subsequent to each month end (in days) | 10 days |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - Schedule of Aggregate Principal Payments (Details) - USD ($) $ in Thousands | Apr. 29, 2024 | Sep. 30, 2024 | Dec. 31, 2023 |
Mortgage Notes Payable, Net | |||
2024 (remainder) | $ 0 | ||
2025 | 49,500 | ||
2026 | 99,000 | ||
2027 | 140,000 | ||
2028 | 60,000 | ||
2029 | 51,000 | ||
Thereafter | 0 | ||
Total | 399,500 | ||
Mortgages | |||
Mortgage Notes Payable, Net | |||
Total | 399,500 | $ 399,500 | |
Mortgages | Mortgage note payable - 9 Times Square | |||
Mortgage Notes Payable, Net | |||
Total | $ 49,500 | $ 49,500 | |
Variable rate (in percent) | 2.60% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value of Financial Instruments | |
Interest rate "Pay - Fixed" swaps - assets | $ 400 |
Fair Value, Measurements, Nonrecurring | |
Fair Value of Financial Instruments | |
Total | 400 |
Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs Level 2 | |
Fair Value of Financial Instruments | |
Total | 400 |
Interest Rate "Pay-fixed" Swap | Fair Value, Measurements, Nonrecurring | |
Fair Value of Financial Instruments | |
Interest rate "Pay - Fixed" swaps - assets | 400 |
Interest Rate "Pay-fixed" Swap | Fair Value, Measurements, Nonrecurring | Significant Other Observable Inputs Level 2 | |
Fair Value of Financial Instruments | |
Interest rate "Pay - Fixed" swaps - assets | $ 400 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard | Sep. 30, 2024 |
Capitalization rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement rate | 6 |
Discount rate | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement rate | 8 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Financial Instruments that are Not Reported at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Fair Value of Financial Instruments | |||||
Impairments of real estate investments | $ 27,817 | $ 362 | $ 112,541 | $ 513 | |
Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 399,500 | 399,500 | $ 399,500 | ||
Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 353,929 | 353,929 | 348,839 | ||
Mortgage note payable - 9 Times Square | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 49,500 | 49,500 | 49,500 | ||
Mortgage note payable - 9 Times Square | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 49,482 | 49,482 | 49,265 | ||
Mortgage note payable - 1140 Avenue of the Americas | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Impairments of real estate investments | 66,100 | ||||
Mortgage note payable - 1140 Avenue of the Americas | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 99,000 | 99,000 | 99,000 | ||
Mortgage note payable - 1140 Avenue of the Americas | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 68,828 | 68,828 | 69,619 | ||
Mortgage note payable - 123 William Street | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 140,000 | 140,000 | 140,000 | ||
Mortgage note payable - 123 William Street | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 133,546 | 133,546 | 130,463 | ||
Mortgage note payable - 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 50,000 | 50,000 | 50,000 | ||
Mortgage note payable - 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 46,548 | 46,548 | 45,442 | ||
Mortgage note payable - 8713 Fifth Avenue | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 10,000 | 10,000 | 10,000 | ||
Mortgage note payable - 8713 Fifth Avenue | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 9,388 | 9,388 | 9,193 | ||
Mortgage note payable - 196 Orchard Street | Significant Unobservable Inputs | Gross Principal Balance | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | 51,000 | 51,000 | 51,000 | ||
Mortgage note payable - 196 Orchard Street | Significant Unobservable Inputs | Fair Value | Mortgages Note Payable | |||||
Fair Value of Financial Instruments | |||||
Mortgage notes payable | $ 46,137 | $ 46,137 | $ 44,857 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Schedule of Derivatives Instruments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative asset, at fair value | $ 400 |
Designated as Hedging Instrument | Interest Rate "Pay-fixed" Swap | |
Derivatives, Fair Value [Line Items] | |
Derivative asset, at fair value | $ 400 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Narrative (Details) - USD ($) | Sep. 30, 2024 | Mar. 31, 2022 |
Derivatives and Hedging Activities | ||
Unamortized amount | $ 0 | |
Interest Rate Swap, LIBOR Based | ||
Derivatives and Hedging Activities | ||
Derivative, notional amount | $ 55,000,000 | |
Interest Rate Swap, SOFR Based | ||
Derivatives and Hedging Activities | ||
Derivative, notional amount | $ 49,500,000 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Schedule of Derivatives that were Designated as Cash Flow Hedges of Interest Rate Risk (Details) - Interest Rate "Pay-fixed" Swap $ in Thousands | Dec. 31, 2023 USD ($) derivative |
Derivatives and Hedging Activities | |
Number of Instruments | derivative | 1 |
Notional Amount | $ | $ 49,500 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Schedule of Gain (Loss) Recognized on Derivatives (Details) - Interest Rate "Pay-fixed" Swap - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Derivatives and Hedging Activities | ||||
Amount of gain (loss) recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) | $ 34 | $ 8 | $ 278 | |
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense | 408 | 414 | 1,086 | |
Total interest expense recorded in consolidated statements of operations and comprehensive loss | $ 5,279 | $ 4,739 | $ 15,177 | $ 14,109 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Schedule of Offsetting Derivatives (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Derivatives and Hedging Activities | |
Gross Amounts of Recognized Assets | $ 400 |
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet | 400 |
Net Amount | $ 400 |
Stockholders' Equity- Narrative
Stockholders' Equity- Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 15, 2024 USD ($) shares | May 07, 2024 $ / shares shares | Oct. 26, 2023 USD ($) shares | Sep. 27, 2023 $ / shares shares | Aug. 18, 2023 USD ($) shares | Feb. 27, 2023 shares | Feb. 28, 2023 USD ($) $ / shares shares | May 31, 2020 $ / shares shares | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | |
Summary of Significant Accounting Policies | |||||||||||||
Common stock, shares outstanding (in shares) | 2,663,980 | 2,663,980 | 2,334,340 | ||||||||||
Common stock issued related to Rights Offering | $ | $ 4,059 | ||||||||||||
Shares issued in lieu of cash for asset and property management services (in shares) | 0 | 0 | |||||||||||
Related party transaction, amount | $ | $ 2,990 | $ 3,053 | $ 9,290 | 9,453 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Shares issued from DRIP plan (in shares) | 0 | 0 | |||||||||||
Performance-Based Equity Award | 2020 OPP | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Units forfeited during period (in shares) | 501,605 | ||||||||||||
Forfeiture of 2020 LTIP Units | $ | $ 25,800 | ||||||||||||
Amounts remain in non-controlling interests | $ | $ 0 | ||||||||||||
Property Management and Leasing Fees, Paid with Shares | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Related party transaction, amount | $ | $ 1,600 | $ 500 | |||||||||||
Common Class A | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Conversion of stock, shares issued (in shares) | 1 | ||||||||||||
Shares purchased (in shares) | 386,100 | ||||||||||||
Common Class A | Tender Offer | Bellevue | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Sale of stock, maximum number of shares to be sold (in shares) | 125,000 | 350,000 | |||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 11 | $ 10.25 | |||||||||||
Shares purchased (in shares) | 125,000 | 223,460 | |||||||||||
Gross proceeds | $ | $ 1,400 | $ 2,300 | $ 1,400 | ||||||||||
Common Class B | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Conversion of stock, shares issued (in shares) | 1 | ||||||||||||
Series A Preferred Stock | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Preferred stock conversion ratio | 0.001 | 0.001 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Right to purchase share, price per one one-thousandth of a share (in dollars per share) | $ / shares | $ 55 | ||||||||||||
Rights Offering | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Rights offering, gross | $ | $ 5,000 | ||||||||||||
Common stock issued related to Rights Offering | $ | $ 4,100 | ||||||||||||
Rights Offering | Common Class A | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Securities called by each warrant or right (in shares) | 0.20130805 | ||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 12.95 | ||||||||||||
Number of shares called by warrants or rights (in shares) | 386,100 | ||||||||||||
Rights Offering | Common Class A | Bellevue | |||||||||||||
Summary of Significant Accounting Policies | |||||||||||||
Number of shares called by warrants or rights (in shares) | 367,956 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock by Class (Details) - Related Party - Common Class A - $ / shares | 1 Months Ended | |||
May 31, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | Jan. 31, 2023 | |
Advisory Agreement | ||||
Class of Stock | ||||
Shares Issued (in shares) | 83,543 | 68,308 | 70,607 | 31,407 |
Closing Share Price (in dollars per share) | $ 5.72 | $ 6.58 | $ 7.54 | $ 15.44 |
Property Management Agreement | ||||
Class of Stock | ||||
Shares Issued (in shares) | 22,857 | |||
Closing Share Price (in dollars per share) | $ 6.58 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies | |||||
Weighted average remaining lease term | 42 years 3 months 18 days | 42 years 3 months 18 days | |||
Weighted average discount rate | 8.60% | 8.60% | |||
Operating lease right-of-use asset | $ 54,570 | $ 54,570 | $ 54,737 | ||
Operating lease liability | 54,609 | 54,609 | $ 54,657 | ||
Cash paid for lease liabilities | 1,200 | $ 1,200 | 3,600 | $ 3,600 | |
Lease expense | $ 1,200 | $ 1,200 | $ 3,600 | $ 3,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Ground Lease Rent Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies | ||
2024 (remainder) | $ 1,187 | |
2025 | 4,746 | |
2026 | 4,746 | |
2027 | 4,746 | |
2028 | 4,746 | |
2029 | 4,746 | |
Thereafter | 183,516 | |
Total lease payments | 208,433 | |
Less: Effects of discounting | (153,824) | |
Total present value of lease payments | $ 54,609 | $ 54,657 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Jul. 15, 2024 USD ($) | May 07, 2024 shares | Oct. 26, 2023 USD ($) | Sep. 27, 2023 shares | Nov. 16, 2018 | Apr. 13, 2018 | Mar. 31, 2024 USD ($) | Sep. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Mar. 29, 2024 | Jul. 01, 2020 | Jun. 29, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 2,663,980 | 2,663,980 | 2,334,340 | ||||||||||||||
Renewal term | 5 years | ||||||||||||||||
Period prior to expiration date needed to terminate agreement | 180 days | ||||||||||||||||
Related party transaction, amount | $ 2,990 | $ 3,053 | $ 9,290 | $ 9,453 | |||||||||||||
Proceeds from notes payable to related parties | $ 575 | $ 150 | $ 725 | ||||||||||||||
Fixed interest rate, percent | 8.63% | 8.63% | |||||||||||||||
Professional Fees and Other Reimbursements | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, amount | $ 996 | 1,171 | $ 3,466 | 3,699 | |||||||||||||
Bellevue | Tender Offer | Common Class A | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock, maximum number of shares to be sold (in shares) | shares | 125,000 | 350,000 | |||||||||||||||
Gross proceeds | $ 1,400 | $ 2,300 | 1,400 | ||||||||||||||
New York City Reit Advisors, LLC | Property Management Fees | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, amount | 500 | 300 | 1,300 | 1,200 | |||||||||||||
New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, amount | $ 800 | 800 | $ 2,900 | 2,700 | |||||||||||||
American Strategic Investment Co. | Bellevue | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Ownership percentage | 53.80% | 53.80% | 45.40% | ||||||||||||||
Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 536,252 | 536,252 | 290,937 | ||||||||||||||
Management fee expense | $ 1,500 | 1,500 | $ 4,500 | 4,500 | |||||||||||||
Fixed interest rate, percent | 9.39% | 9.39% | |||||||||||||||
Related Party | Bellevue | Tender Offer | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock, maximum number of shares to be sold (in shares) | shares | 125,000 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, termination fee | $ 15,000 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Base asset management fee as a percentage of benchmark | $ 500 | ||||||||||||||||
Asset management fee, percentage of benchmark | 1.25% | ||||||||||||||||
Variable management fee as a percentage of benchmark | 10% | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | Performance-Based Equity Award | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Variable management fee as a percentage of benchmark | 15% | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | Minimum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Dividend to common stockholders (in dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement, Core Earnings Per Adjusted Share | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Variable management fee (in dollars per share) | $ / shares | 0.1944 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement, Core Earnings Per Adjusted Share | Performance-Based Equity Award | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Variable management fee (in dollars per share) | $ / shares | $ 0.1458 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Gross Revenue, Stand-alone Single-tenant Net Leased Properties | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Percentage of management fees earned | 4% | 3.25% | |||||||||||||||
Related party initial term | 1 year | ||||||||||||||||
Related party extended initial term | 1 year | ||||||||||||||||
Other related parties terminate notice period | 60 days | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction related to administrative and overhead expenses | $ 0 | 0 | $ 400 | 400 | |||||||||||||
Related party transactions related to salaries, wages and benefits | $ 800 | $ 800 | 2,500 | $ 2,300 | |||||||||||||
Related Party | New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | Minimum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transactions related to salaries, wages and benefits | $ 2,600 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | Maximum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction related to administrative and overhead expenses | 400 | ||||||||||||||||
Asset cost | $ 1,250,000 | ||||||||||||||||
Related party transactions related to salaries, wages and benefits | $ 3,000 | $ 3,000 | $ 2,600 | ||||||||||||||
Related Party | New York City Reit Advisors, LLC | Reimbursement of Administrative and Overhead Expenses | Maximum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Operating expenses as a percentage of benchmark | 0.10% | 0.10% | |||||||||||||||
Related Party | New York City Reit Advisors, LLC | Reimbursement of Wage and Benefit Expenses | Maximum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Operating expenses as a percentage of benchmark | 0.30% | 0.30% | |||||||||||||||
Related Party | New York City Reit Advisors, LLC | Termination Prior to June 30, 2020 | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination fee multiplier | 3 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Termination After June 30, 2020 | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination fee multiplier | 4 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Actual Base Management Fee | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination fee multiplier | 12 | ||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Actual Variable Management Fee | The Second Advisory Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination fee multiplier | 4 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - Schedule of Fees, Expenses and Related Payables (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | $ 2,990 | $ 3,053 | $ 9,290 | $ 9,453 | |
Payable (receivable) as of | 18,137 | 18,137 | $ 12,975 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payable (receivable) as of | 226 | 226 | 20 | ||
Asset and property management fees to related parties | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | 1,994 | 1,882 | 5,824 | 5,754 | |
Asset and property management fees to related parties | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payable (receivable) as of | 226 | 226 | $ 20 | ||
Professional Fees and Other Reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | $ 996 | $ 1,171 | 3,466 | 3,699 | |
Property Management and Leasing Fees, Paid with Shares | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | $ 1,600 | $ 500 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||||||
Aug. 18, 2023 shares | Aug. 18, 2020 USD ($) | Aug. 31, 2017 USD ($) | Sep. 30, 2024 USD ($) shares | Jun. 30, 2024 shares | Mar. 31, 2024 employee shares | Dec. 31, 2023 shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2024 USD ($) shares | Sep. 30, 2023 USD ($) | Sep. 30, 2020 USD ($) D $ / shares shares | Sep. 29, 2020 D | |
Summary of Significant Accounting Policies | |||||||||||||||
Equity-based compensation | $ | $ 76,000 | $ 1,208,000 | $ 316,000 | $ 5,712,000 | |||||||||||
Trading day | D | 30 | 10 | |||||||||||||
Equity-based compensation expenses | $ | $ 0 | 5,300,000 | |||||||||||||
Distributions on the LTIP unit | 10% | ||||||||||||||
Distribution on the earned LTIP unit | 90% | ||||||||||||||
Common Class A | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Distributions paid to non-controlling interest holders | $ | $ 0 | ||||||||||||||
2020 Equity Plan | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Restricted shares vesting period | 10 years | ||||||||||||||
Common stock, shares authorized for grant, percentage | 20% | 20% | |||||||||||||
Number of shares available for awards under the advisor plan (in shares) | 1 | ||||||||||||||
Distributions paid to non-controlling interest holders | $ | $ 0 | 0 | |||||||||||||
Unvested Restricted Shares | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Vested (in shares) | 1,619 | ||||||||||||||
Unvested Restricted Shares | Related Party | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Forfeitures (in shares) | 953 | ||||||||||||||
Number of employees that terminated employment | employee | 3 | ||||||||||||||
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Restricted shares vesting period | 5 years | 4 years | 4 years | 5 years | |||||||||||
Shares granted (in shares) | 48,500 | 10,139 | 25,000 | ||||||||||||
Forfeitures (in shares) | 2,792 | ||||||||||||||
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee | Board of Directors Chairman | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Shares granted (in shares) | 21,216 | 2,038 | |||||||||||||
Shares issued in period (in shares) | 24,042 | ||||||||||||||
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee | Advisor | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Shares issued in period (in shares) | 13 | ||||||||||||||
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee | Chief Executive Officer | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Shares issued in period (in shares) | 10,000 | ||||||||||||||
Unvested Restricted Shares | Share-based Payment Arrangement, Nonemployee | Chief Financial Officer | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Shares issued in period (in shares) | 4,375 | ||||||||||||||
Unvested Restricted Shares | Year 1 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 25% | 25% | 20% | ||||||||||||
Unvested Restricted Shares | Year 2 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 25% | 25% | 20% | ||||||||||||
Unvested Restricted Shares | Year 3 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 25% | 25% | 20% | ||||||||||||
Unvested Restricted Shares | Year 4 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 25% | 25% | 20% | ||||||||||||
Unvested Restricted Shares | Restricted Share Plan | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Value of shares granted | $ | $ 65,000 | $ 30,000 | $ 30,000 | ||||||||||||
Restricted shares vesting period | 5 years | ||||||||||||||
Nonvested awards, compensation cost not yet recognized | $ | $ 1,200,000 | $ 1,200,000 | |||||||||||||
Unrecognized compensation period | 3 years 2 months 12 days | ||||||||||||||
Equity-based compensation | $ | $ 100,000 | $ 100,000 | $ 300,000 | $ 400,000 | |||||||||||
Unvested Restricted Shares | Restricted Share Plan | Year 1 | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 20% | ||||||||||||||
Performance-Based Equity Award | Share-based Payment Arrangement, Nonemployee | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Periodic vesting percentage | 20% | ||||||||||||||
Performance-Based Equity Award | 2020 OPP | |||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||
Number of shares available for grant (in shares) | 501,605 | ||||||||||||||
Value of shares available for grant | $ | $ 50,000,000 | ||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 99.68 | ||||||||||||||
Units forfeited during period (in shares) | 501,605 | ||||||||||||||
Fair value of units | $ | $ 25,800,000 | $ 25,800,000 | |||||||||||||
Service period | 3 years 25 days |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Restricted Share Activity (Details) - Unvested Restricted Shares - $ / shares | 3 Months Ended | 9 Months Ended |
Jun. 30, 2024 | Sep. 30, 2024 | |
Number of Restricted Shares | ||
Vested (in shares) | (1,619) | |
Restricted Share Plan | ||
Number of Restricted Shares | ||
Beginning balance, unvested (in shares) | 36,198 | |
Granted (in shares) | 85,710 | |
Vested (in shares) | (15,522) | |
Forfeitures (in shares) | (953) | |
Ending balance, unvested (in shares) | 105,433 | |
Weighted-Average Issue Price | ||
Unvested beginning balance (in dollars per share) | $ 29.37 | |
Granted (in dollars per share) | 8.73 | |
Vested (in dollars per share) | 20.16 | |
Forfeitures (in dollars per share) | 65.86 | |
Unvested ending balance (in dollars per share) | $ 13.62 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 21 Months Ended |
Sep. 30, 2024 | Sep. 30, 2024 | |
Income Taxes | ||
Deferred tax asset, valuation allowance (as a percent) | 100% | |
Effective tax rate (as a percent) | 0% | |
Income tax expense | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Net Loss Per Share | ||||
Net loss attributable to common stockholders | $ (34,482) | $ (9,390) | $ (133,941) | $ (32,047) |
Adjusted net loss attributable to common stockholders | $ (34,482) | $ (9,390) | $ (133,941) | $ (32,047) |
Weighted-average shares outstanding - Basic (in shares) | 2,551,034 | 2,288,683 | 2,464,574 | 2,205,702 |
Weighted-average shares outstanding - Diluted (in shares) | 2,551,034 | 2,288,683 | 2,464,574 | 2,205,702 |
Net loss per share attributable to common stockholders - Basic (in dollars per share) | $ (13.52) | $ (4.10) | $ (54.35) | $ (14.53) |
Net loss per share attributable to common stockholders - Diluted (in dollars per share) | $ (13.52) | $ (4.10) | $ (54.35) | $ (14.53) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 103,462 | 296,596 | 64,467 | 444,611 |
LTIP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 0 | |||
Shares outstanding (in shares) | 0 | 0 | 0 | 0 |
Unvested Restricted Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Unvested restricted shares outstanding (in shares) | 105,433 | 35,518 | 105,433 | 35,518 |
Unvested Restricted Shares | Unvested Restricted Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 103,462 | 34,889 | 64,467 | 23,851 |
LTIP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 261,707 | 420,760 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended |
Oct. 31, 2024 USD ($) | |
Subsequent Event | Related Party | |
Subsequent Event | |
Repayments of outstanding notes payable | $ 575 |