Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 2,334,340 | |
Entity Central Index Key | 0001595527 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Former Address | ||
Entity Listings [Line Items] | ||
Entity Address, Address Line One | 650 Fifth Ave. | |
Entity Address, Address Line Two | 30th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Common Class A | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.01 par value per share | |
Trading Symbol | NYC | |
Security Exchange Name | NYSE | |
Preferred Class A | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Preferred Stock Purchase Rights | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real estate investments, at cost: | ||
Land | $ 188,935 | $ 192,600 |
Buildings and improvements | 576,583 | 576,686 |
Acquired intangible assets | 61,989 | 71,848 |
Total real estate investments, at cost | 827,507 | 841,134 |
Less accumulated depreciation and amortization | (175,929) | (167,978) |
Total real estate investments, net | 651,578 | 673,156 |
Cash and cash equivalents | 5,090 | 9,215 |
Restricted cash | 7,911 | 6,902 |
Operating lease right-of-use asset | 54,792 | 54,954 |
Prepaid expenses and other assets | 6,741 | 5,624 |
Derivative asset, at fair value | 817 | 1,607 |
Straight-line rent receivable | 29,903 | 29,116 |
Deferred leasing costs, net | 9,190 | 9,881 |
Assets held for sale | 4,130 | 0 |
Total assets | 770,152 | 790,455 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Mortgage notes payable, net | 395,316 | 394,159 |
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $395 and $118 at September 30, 2023 and December 31, 2022, respectively) | 15,074 | 12,787 |
Operating lease liability | 54,672 | 54,716 |
Below-market lease liabilities, net | 2,273 | 3,006 |
Deferred revenue | 3,874 | 4,211 |
Total liabilities | 471,209 | 468,879 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 2,324,201 and 1,886,298 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 23 | 19 |
Additional paid-in capital | 729,493 | 698,761 |
Accumulated other comprehensive income | 829 | 1,637 |
Distributions in excess of accumulated earnings | (431,402) | (399,355) |
Total stockholders’ equity | 298,943 | 301,062 |
Non-controlling interests | 0 | 20,514 |
Total equity | 298,943 | 321,576 |
Total liabilities and equity | $ 770,152 | $ 790,455 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payable (receivable) as of | $ 15,074 | $ 12,787 |
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) | 2,324,201 | 1,886,298 |
Common stock, shares outstanding (in shares) | 2,324,201 | 1,886,298 |
Related Party | ||
Payable (receivable) as of | $ 395 | $ 118 |
Common stock, shares outstanding (in shares) | 290,937 | 129,671 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenue from tenants | $ 16,015 | $ 15,932 | $ 47,331 | $ 47,809 | |
Operating expenses: | |||||
Asset and property management fees to related parties | 1,882 | 1,667 | 5,754 | 5,374 | |
Property operating | 8,792 | 8,947 | 25,566 | 25,873 | |
Impairments of real estate investments | 362 | 0 | 513 | 0 | |
Equity-based compensation | 1,208 | 2,263 | 5,712 | 6,584 | |
General and administrative | 1,931 | 2,435 | 7,551 | 10,596 | |
Depreciation and amortization | 6,499 | 6,941 | 20,200 | 20,963 | |
Total operating expenses | 20,674 | 22,253 | 65,296 | 69,390 | |
Operating loss | (4,659) | (6,321) | (17,965) | (21,581) | |
Other income (expense): | |||||
Interest expense | (4,739) | (4,755) | (14,109) | (14,173) | |
Other income (expense) | 8 | 2 | 27 | (33) | |
Total other expense | (4,731) | (4,753) | (14,082) | (14,206) | |
Net loss and Net loss attributable to common stockholders | (9,390) | (11,074) | (32,047) | (35,787) | |
Other comprehensive income (loss): | |||||
Change in unrealized (loss) gain on derivative | (374) | 757 | (808) | 3,129 | |
Other comprehensive (loss) income | (374) | 757 | (808) | 3,129 | |
Comprehensive loss | $ (9,764) | $ (10,317) | $ (32,855) | $ (32,658) | |
Weighted-average shares outstanding — basic (in shares) | [1] | 2,288,683 | 1,728,540 | 2,205,702 | 1,690,311 |
Weighted-average shares outstanding — diluted (in shares) | [1] | 2,288,683 | 1,728,540 | 2,205,702 | 1,690,311 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | [1] | $ (4.10) | $ (6.40) | $ (14.53) | $ (21.22) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | [1] | $ (4.10) | $ (6.40) | $ (14.53) | $ (21.22) |
[1] (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 — Organization to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information). |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Common Stock Common Class A | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Distributions in excess of accumulated earnings | Non-controlling Interests | |||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 1,659,717 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 351,136 | $ 338,989 | $ 17 | [1] | $ 691,234 | [1] | $ (1,553) | $ (350,709) | $ 12,147 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Proceeds from sale of common stock, net (in shares) | [1] | 79,114 | |||||||||
Proceeds from sale of common stock, net | 1,980 | 1,980 | 1,980 | [1] | |||||||
Common stock issued to the Advisor in connection with management fees (in shares) | [1] | 67,322 | |||||||||
Common stock issued to the Advisor in connection with management fees | 3,580 | 3,580 | 3,580 | [1] | |||||||
Equity-based compensation (in shares) | [1] | 16,963 | |||||||||
Equity-based compensation | 6,584 | 309 | 309 | [1] | 6,275 | ||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | [1] | 1,255 | |||||||||
Common stock issued to Directors in lieu of cash for board fees | 121 | 121 | 121 | [1] | |||||||
Dividends declared on common stock | (2,670) | (2,670) | (2,670) | ||||||||
Distributions paid to non-controlling interest holders | (80) | (80) | (80) | ||||||||
Net loss | (35,787) | (35,787) | (35,787) | ||||||||
Other comprehensive (loss) income | 3,129 | 3,129 | 3,129 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 1,824,371 | |||||||||
Ending balance at Sep. 30, 2022 | 327,993 | 309,571 | $ 17 | [1] | 697,224 | [2] | 1,576 | (389,246) | 18,422 | ||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 1,659,717 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 351,136 | 338,989 | $ 17 | [1] | 691,234 | [1] | (1,553) | (350,709) | 12,147 | ||
Ending balance (in shares) at Dec. 31, 2022 | 1,886,298 | 1,886,298 | |||||||||
Ending balance at Dec. 31, 2022 | $ 321,576 | 301,062 | $ 19 | 698,761 | 1,637 | (399,355) | 20,514 | ||||
Beginning balance (in shares) at Jun. 30, 2022 | [2] | 1,704,848 | |||||||||
Beginning balance at Jun. 30, 2022 | 332,808 | 316,478 | $ 17 | [2] | 693,814 | [2] | 819 | (378,172) | 16,330 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Proceeds from sale of common stock, net (in shares) | [2] | 79,114 | |||||||||
Proceeds from sale of common stock, net | 1,980 | 1,980 | 1,980 | [2] | |||||||
Common stock issued to the Advisor in connection with management fees (in shares) | [2] | 40,409 | |||||||||
Common stock issued to the Advisor in connection with management fees | 1,259 | 1,259 | 1,259 | [2] | |||||||
Equity-based compensation | 2,263 | 171 | 171 | [2] | 2,092 | ||||||
Net loss | (11,074) | (11,074) | (11,074) | ||||||||
Other comprehensive (loss) income | 757 | 757 | 757 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 1,824,371 | |||||||||
Ending balance at Sep. 30, 2022 | $ 327,993 | 309,571 | $ 17 | [1] | 697,224 | [2] | 1,576 | (389,246) | 18,422 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 1,886,298 | 1,886,298 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 321,576 | 301,062 | $ 19 | 698,761 | 1,637 | (399,355) | 20,514 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common stock issued related to Rights Offering (in shares) | 386,100 | ||||||||||
Common stock issued related to Rights Offering | 4,059 | 4,059 | $ 4 | 4,055 | |||||||
Common stock issued to the Advisor in connection with management fees (in shares) | 31,407 | ||||||||||
Common stock issued to the Advisor in connection with management fees | 485 | 485 | 485 | ||||||||
Redemption of fractional shares of common stock (in shares) | (1,948) | ||||||||||
Redemption of fractional shares of common stock | (24) | (24) | (24) | ||||||||
Equity-based compensation (in shares) | 23,305 | ||||||||||
Equity-based compensation | 5,712 | 426 | 426 | 5,286 | |||||||
Common stock shares withheld upon vesting of restricted stock (in shares) | (961) | ||||||||||
Common stock shares withheld upon vesting of restricted stock | (10) | (10) | (10) | ||||||||
Net loss | (32,047) | (32,047) | (32,047) | ||||||||
Other comprehensive (loss) income | (808) | (808) | (808) | ||||||||
Forfeiture of 2020 LTIP Units | $ 0 | 25,800 | 25,800 | (25,800) | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,324,201 | 2,324,201 | |||||||||
Ending balance at Sep. 30, 2023 | $ 298,943 | 298,943 | $ 23 | 729,493 | [1] | 829 | (431,402) | 0 | |||
Beginning balance (in shares) at Jun. 30, 2023 | 2,302,950 | ||||||||||
Beginning balance at Jun. 30, 2023 | 307,499 | 282,801 | $ 23 | 703,587 | [1] | 1,203 | (422,012) | 24,698 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Equity-based compensation (in shares) | 21,251 | ||||||||||
Equity-based compensation | 1,208 | 106 | 106 | [1] | 1,102 | ||||||
Common stock shares withheld upon vesting of restricted stock | 0 | ||||||||||
Net loss | (9,390) | (9,390) | (9,390) | ||||||||
Other comprehensive (loss) income | (374) | (374) | (374) | ||||||||
Forfeiture of 2020 LTIP Units | $ 0 | 25,800 | 25,800 | [1] | (25,800) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,324,201 | 2,324,201 | |||||||||
Ending balance at Sep. 30, 2023 | $ 298,943 | $ 298,943 | $ 23 | $ 729,493 | [1] | $ 829 | $ (431,402) | $ 0 | |||
[1]Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 ). Note 1 ). |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared (in dollars per share) | $ 0.10 | $ 0.20 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (9,390) | $ (11,074) | $ (32,047) | $ (35,787) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 6,499 | 6,941 | 20,200 | 20,963 |
Amortization of deferred financing costs | 1,157 | 1,157 | ||
Accretion of below- and amortization of above-market lease liabilities and assets, net | (45) | (131) | ||
Equity-based compensation | 1,208 | 2,263 | 5,712 | 6,584 |
Management fees paid/reinvested in common stock by the Advisor | 485 | 3,580 | ||
Impairments of real estate investments | 362 | 0 | 513 | 0 |
Changes in assets and liabilities: | ||||
Straight-line rent receivable | (787) | (3,011) | ||
Straight-line rent payable | 81 | 82 | ||
Prepaid expenses, other assets and deferred costs | (1,710) | 1,090 | ||
Accounts payable, accrued expenses and other liabilities | 2,846 | 8,718 | ||
Deferred revenue | (337) | 93 | ||
Net cash provided by (used in) operating activities | (3,932) | 3,338 | ||
Cash flows from investing activities: | ||||
Capital expenditures | (3,209) | (4,865) | ||
Net cash used in investing activities | (3,209) | (4,865) | ||
Cash flows from financing activities: | ||||
Payments on mortgage note payable | 0 | (5,500) | ||
Proceeds from issuance of common stock to affiliates of the Advisor, net under Cash Management Plan (see Note 9) | 0 | 1,980 | ||
Proceeds from Rights Offering, net (see Note 7) | 4,059 | 0 | ||
Dividends paid on common stock | 0 | (2,670) | ||
Redemption of fractional shares of common stock and restricted shares | (24) | 0 | ||
Distributions to non-controlling interest holders | 0 | (80) | ||
Common stock shares withheld upon vesting of restricted shares | (10) | 0 | ||
Net cash provided by (used in) financing activities | 4,025 | (6,270) | ||
Net change in cash, cash equivalents and restricted cash | (3,116) | (7,797) | ||
Cash, cash equivalents and restricted cash, beginning of period | 16,117 | 28,428 | ||
Cash, cash equivalents and restricted cash, end of period | 13,001 | 20,631 | 13,001 | 20,631 |
Cash and cash equivalents | 5,090 | 7,378 | 5,090 | 7,378 |
Restricted cash | 7,911 | 13,253 | 7,911 | 13,253 |
Cash, cash equivalents and restricted cash, end of period | $ 13,001 | $ 20,631 | 13,001 | 20,631 |
Non-Cash Investing and Financing Activities: | ||||
Common stock issued to directors in lieu of cash for board fees | 0 | 121 | ||
Net change in accrued capital expenditures for the period | 559 | 453 | ||
Common stock issued to the Advisor in connection with management fees (see Note 7) | $ 485 | $ 3,580 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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. During the quarter ended September 30, 2021, the Company also began operating Innovate NYC at the Company’s 1140 Avenue of the Americas property, a co-working company that is specific to this property only, that offers move-in ready private offices, virtual offices, and meeting spaces on bespoke terms to clients. As of September 30, 2023, the Company owned eight properties consisting of 1.2 million rentable square feet, acquired for an aggregate purchase price of $790.7 million. 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 o ther 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 t he 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, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 10 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, 2023 and 2022, 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, 2022, 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 March 16, 2023. 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, 2023. 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 which expired on August 18, 2023. On November 7, 2023 the compensation committee of the board of directors of the Company, determined that none of the 501,605 LTIP Units (adjusted for the Reverse Stock Split) 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 amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statements of changes in equity. See Note 7 - Stockholders’ Equity and Note 11 - Equity-Based Compensation for additional information. Impacts of 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. During the quarter ended March 31, 2020, the global COVID-19 pandemic commenced. The impact of the COVID-19 pandemic evolved rapidly and resulted in a decrease in economic activity. One of the hardest hit locations, New York City, is where all of the Company’s properties are located. The negative effects of the global pandemic impacted the ability of some of the Company’s tenants to pay their monthly rent during 2020 and 2021, which in some cases led to breaches of certain debt covenants, some of which are still in effect (see below). However, with the exception of one minor lease deferral during the quarter ended September 30, 2022, which was unrelated to the impact of COVID-19, the trend of tenants not paying monthly rent did not continue during 2022 or in the first three quarters of the year ending December 31, 2023. The Company took a proactive approach to achieve mutually agreeable solutions with some of its tenants and in some cases, during 2020 and 2021, the Company executed different types of lease amendments with multiple tenants which included deferrals, abatements, extensions to the term of the leases, and in one instance, a reduction of the lease term and the Company continues to modify leases as opportunities arise. During the quarter ended September 30, 2023 the Company had one tenant’s lease naturally expire. During the period ending June 30, 2023 one tenant elected an early termination for October of 2023, which was unrelated to the impact of COVID-19. We also had one new lease that commenced during the period ending September 30, 2023. As a result of the financial difficulties of some of the Company’s tenants during 2020 and 2021, as described above, the Company has had breaches of debt covenants on mortgages secured by its 9 Times Square, 1140 Avenue of Americas, Laurel/Riverside and 8713 Fifth Avenue properties under the non-recourse mortgages for those properties. These breaches caused cash trap events, where operating cash flow from the property after debt service was held in restricted cash as additional collateral for the loan, that continued through the quarter ended September 30, 2023 (except for the 9 Times Square and Laurel/Riverside properties), but were not events of default. Currently, the Company is no longer in breach of the covenants for the Laurel/Riverside property or for its 9 Times Square property. The Company remains in breach of the 1140 Avenue of the Americas and 8713 Fifth Avenue loans as of September 30, 2023. See Note 4 — Mortgage Notes Payable, Net for further details regarding the current status, as of September 30, 2023, of the debt covenants under the mortgages secured by these properties. For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a company to reassess the classification of the lease (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases have been modified, the Financial Accounting Standards Board (“FASB”) and the SEC provided relief that allowed companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must have been substantially the same or less than those prior to the concession. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company would be required to apply modification accounting including assessing classification under ASC 842. Some, but not all of the Company’s lease modifications may have qualified for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company had elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would have been no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would have been recognized ratably over the remaining life of the lease. For leases that did not qualify for this relief, the Company applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants. 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, 2023, these leases had a weighted-average remaining lease ter m of 6.6 years . B ecause 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. In fiscal years ended December 31, 2022, 2021 and 2020, respectively, this assessment included consideration of the impacts of the COVID-19 pandemic on the Company’s tenant’s ability to pay rents in accordance with their contracts. 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, 2023 and 2022, 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. For the three year period ended December 31, 2022, the Company did not have any leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. As of September 30, 2023 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. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through June 30, 2022 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of the Company’s derivatives, which will be consistent with our past presentation. The Company has adopted this guidance as of June 30, 2023. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Investments | Real Estate Investments There were no real estate assets acquired or liabilities assumed during the nine months ended September 30, 2023 or 2022. Also, there were no dispositions of real estate during the nine months ended September 30, 2023 or 2022. 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 In-place leases $ 675 $ 1,034 $ 2,679 $ 3,640 Other intangibles 177 177 531 531 Total included in depreciation and amortization $ 852 $ 1,211 $ 3,210 $ 4,171 Above-market lease intangibles $ 174 $ 231 $ 651 $ 756 Below-market lease liabilities (222) (273) (733) (924) Total included in revenue from tenants $ (48) $ (42) $ (82) $ (168) 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, 2023: (In thousands) 2023 (remainder) 2024 2025 2026 2027 In-place leases $ 667 $ 2,226 $ 1,221 $ 632 $ 624 Other intangibles 177 708 708 708 708 Total to be included in depreciation and amortization $ 844 $ 2,934 $ 1,929 $ 1,340 $ 1,332 Above-market lease assets $ 182 $ 209 $ 123 $ 117 $ 117 Below-market lease liabilities (213) (850) (503) (183) (180) Total to be included in revenue from tenants $ (31) $ (641) $ (380) $ (66) $ (63) Significant Tenants As of September 30, 2023 and December 31, 2022, 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, 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, 2023, the Company evaluated this asset 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 the asset is 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 $0.4 million and $0.5 million for the three and nine month period ended September 30, 2023, respectively, for this 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. As of December 31, 2022, the Company did not have any properties that were classified as held for sale. 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, 2023: (In thousands) September 30, 2023 Real estate investments held for sale, at cost: Land $ 3,291 Buildings, fixtures and improvements 1,233 Total real estate investments held for sale, at cost 4,524 Less accumulated depreciation and amortization (394) Total real estate investments held for sale, net $ 4,130 |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net The Company’s mortgage notes payable, net as of September 30, 2023 and December 31, 2022 are as follows: Outstanding Loan Amount Portfolio Encumbered Properties September 30, December 31, Effective Interest Rate Interest Rate Maturity (In thousands) (In thousands) 123 William Street (1) 1 $ 140,000 $ 140,000 4.73 % Fixed Mar. 2027 9 Times Square (6) 1 49,500 49,500 3.72 % Fixed (2) Apr. 2024 1140 Avenue of the Americas (3) 1 99,000 99,000 4.17 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 2 50,000 50,000 4.58 % Fixed May 2028 8713 Fifth Avenue (4) 1 10,000 10,000 5.04 % Fixed Nov. 2028 196 Orchard Street 1 51,000 51,000 3.90 % Fixed Aug. 2029 Mortgage notes payable, gross 7 399,500 399,500 4.35 % Less: deferred financing costs, net (5) (4,184) (5,341) Mortgage notes payable, net $ 395,316 $ 394,159 _______ (1) As of September 30, 2023, $0.9 million was in escrow in accordance with the conditions under the loan agreement and presented as part of restricted cash on the consolidated balance sheet. The restricted cash can be used to fund leasing activity, tenant improvements and leasing commissions related to this property. (2) Fixed as a result of the Company having entered into a “pay-fixed” interest rate swap agreement, which is included in derivatives, at fair value on the consolidated balance sheet as of September 30, 2023 (see Note 6 — Derivatives and Hedging Activities for additional information). (3) Due to covenant breaches resulting in cash trap for this property, all cash generated from operating this property is being held in a segregated account, and the Company will not have access to the excess cash flows until the covenant breaches are cleared. As of September 30, 2023 and December 31, 2022, there were $3.6 million held in a cash management account, which is part of the Company’s restricted cash on its consolidated balance sheet. See “Debt Covenants” section below for additional details. (4) Due to covenant breaches resulting in cash trap for this property, all cash generated from operating this property, if any, is required to be held in a segregated account, and the Company will not have access to the excess cash flows until the covenant breaches are cleared. As of September 30, 2023 and December 31, 2022, no cash was trapped related to this property. The Company signed a lease with a new tenant at this property in November 2021, and the tenant began occupying a portion of the leased space in the quarter ended March 31, 2023 and is expected to occupy the remainder of the space in the first quarter of the year ending December 31, 2024, which will bring the occupancy to 100.0%. (5) 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. (6) Due to the loan maturity of April 2024, the Company is considering a multitude of options to repay or refinance this mortgage note payable prior to or on its maturity, including extending the term with the existing lender, which may require a partial repayment of the mortgage note, or refinancing with a new lender. Collateral and Principal Payments Real estate assets and intangible assets of $818.0 million, at cost (net of below-market lease liabilities), as of September 30, 2023 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, 2023: (In thousands) Future Minimum Principal Payments 2023 (remainder) $ — 2024 (1) 49,500 2025 — 2026 99,000 2027 140,000 Thereafter 111,000 Total $ 399,500 (1) The Company is considering a multitude of options to repay or refinance this mortgage note payable prior to or on its maturity, including extending the term with the existing lender, which may require a partial repayment of the mortgage note, or refinancing with a new lender. Debt Covenants 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 13 quarters ended September 30, 2023. The principal amount of the loan was $99.0 million as of September 30, 2023. 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, 2023 and December 31, 2022 the Company had $3.6 million 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 breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 13 quarters ended September 30, 2023. The principal amount for the loan was $10.0 million as of September 30, 2023. 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 Company has the ability to avoid the excess cash flow sweep period by electing to fund a reserve in the amount of $125,000 of additional collateral in cash or as a letter of credit. As of the date of filing this Quarterly Report on Form 10-Q, the Company had not yet determined whether it will do so. If the Company continues to not elect to fund the $125,000 additional collateral, then the excess flow sweep period would commence in such quarter and continue until the covenant breaches are cured in accordance with the terms of the loan agreement. 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 not being prudently 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. This property did not generate any excess cash since the breach occurred and thus no cash has ever been trapped related to this property. The Company signed a lease with a new tenant at this property in November 2021, and the tenant began occupying a portion of the leased space in the quarter ended March 31, 2023 and is expected to occupy the remainder of the space in the first quarter of the year ending December 31, 2024, which will bring the occupancy to 100.0%. Other Debt Covenants The Company was in compliance with the remaining covenants under its other mortgage notes payable as of September 30, 2023 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 eve nt of default. LIBOR Transition The Company had a mortgage loan agreement and a related derivative agreement for a “pay-fixed” interest swap that had terms that were previously based on LIBOR. However, in March of 2022, effective with the 9 Times Square loan modification and the termination and replacement of the “pay-fixed” swaps, both the mortgage loan agreement and the current “pay-fixed” interest swaps are now based on the Secured Overnight Financing Rate (“SOFR”). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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. However, as of September 30, 2023, 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. (In thousands) Quoted Prices Significant Other Significant Total September 30, 2023 Interest rate “Pay - Fixed” swaps - assets $ — $ 817 $ — $ 817 Total $ — $ 817 $ — $ 817 December 31, 2022 Interest rate “Pay - Fixed” swaps - assets $ — $ 1,607 $ — $ 1,607 Total $ — $ 1,607 $ — $ 1,607 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 values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below: September 30, 2023 December 31, 2022 (In thousands) Level Gross Principal Balance Fair Value Gross Principal Balance Fair Value Mortgage note payable — 9 Times Square 3 $ 49,500 $ 48,800 $ 49,500 $ 48,282 Mortgage note payable — 1140 Avenue of the Americas 3 99,000 87,779 99,000 89,015 Mortgage note payable — 123 William Street 3 140,000 123,604 140,000 126,814 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 50,000 42,419 50,000 44,023 Mortgage note payable — 8713 Fifth Avenue 3 10,000 8,543 10,000 8,933 Mortgage note payable — 196 Orchard Street 3 51,000 42,855 51,000 42,349 Total $ 399,500 $ 354,000 $ 399,500 $ 359,416 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company currently uses derivative financial instruments, including an interest rate swap, and may in the future use others, including options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is 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 does not intend to 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 endeavors 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 Company does not anticipate that any of the counterparties will fail to meet their obligations. 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, 2023 and December 31, 2022. (In thousands) Balance Sheet Location September 30, December 31, 2022 Derivatives designated as hedging instruments: Interest Rate “Pay-fixed” Swap Derivative asset (liability), at fair value $ 817 $ 1,607 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, 2023 and year ended December 31, 2022, 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. In connection with this termination/replacement of the swap derivatives, the Company reflected as a charge (associated with the reduced notional amount) of approximately $38,338 in Other Income (Expense) on the Company’s Statement of Operations for the six month period ended June 30, 2022. 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 will be amortized into interest expense over the term of the hedged item. There was $12,187 of unamortized balance left as of September 30, 2023. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that $0.8 million will be reclassified from other comprehensive income (loss) as a decrease to interest expense. As of September 30, 2023 and December 31, 2022, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. September 30, 2023 December 31, 2022 Interest Rate Derivative Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest Rate “Pay-fixed” Swap 1 $ 49,500 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Amount of gain recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) $ 34 $ 771 $ 278 $ 2,649 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense $ 408 $ 14 $ 1,086 $ (442) Total interest expense recorded in consolidated statements of operations and comprehensive loss $ 4,739 $ 4,755 $ 14,109 $ 14,173 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2023 and December 31, 2022. 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 Balance Sheet. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2023 $ 817 $ — $ — $ 817 $ — $ — 817 December 31, 2022 $ 1,607 $ — $ — $ 1,607 $ — $ — 1,607 Credit-risk-related Contingent Feature s The Company has agreements with its derivative counterparty that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As of September 30, 2023 and December 31, 2022, the Company had 2.3 million and 1.9 million shares (adjusted for the Reverse Stock Split) of common stock outstanding, respectively, including unvested restricted shares. As of September 30, 2023, 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 and its affiliates acquired approximately 367,956 shares. Dividends During the three months ended March 31, 2022 and June 30, 2022, the Company paid dividends to common stockholders in the amount of $0.80 per share for each quarter (adjusted for the Reverse Stock Split per quarter) of common stock per year, payable to holders of record on a single quarterly record date. 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 - Side Letter and In Lieu of Cash for the Management Fee In January 2023, the Advisor elected to receive shares of Class A common stock in lieu of cash in respect of its management fee for that month. The Company issued 31,407 shares of its Class A common stock (adjusted for the Reverse Stock Split) using the 10-day average price of $15.92 (adjusted for the Reverse Stock Split) which was greater than minimum price required by the NYSE rules. The Company has paid the Advisor in cash for the Advisor’s management fees in subsequent months through October 2023. I n accordance with the Side Letter (as defined in Note 9 — Related Party Transactions and Arrangements) , the Advisor reinvested base management fees, aggregating approximately $0.5 million and $3.0 million in shares of the Company’s Class A common stock in the three and nine months ended September 30, 2022, respectively. As a result, the Company issued 5,672, 5,438, 4,848, 5,031, 5,924 and 5,924 shares (all adjusted for the Reverse Stock Split) of its Class A common stock in February, March, April, May, June and July 2022, respectively, in connection with the monthly base management fee earned by the Advisor. In each of August, September, October, November and December 2022, the Advisor elected to receive shares of Class A common stock in lieu of cash in respect of its management fee. The Company issued 15,586, 18,899, 18,285,19,320 and 24,744 shares (adjusted for the Reverse Stock Split) , respectively, using the 10-day average price of $32.08, $26.24, $27.36, $25.92 and $20.24 per share (adjusted for the Reverse Stock Split) , respectively, which was greater than the minimum price required under NYSE rules. Advisor is not obligated to accept shares in lieu of cash for these fees and makes this election in its sole discretion. For accounting purposes, the shares of the Company’s Class A common stock issued in accordance with the Side Letter and the shares issued in lieu of cash for the management fee, as elected by the Advisor, were treated as issued using the closing price on date of issue. The related expenses are reflected as zero and $0.5 million for the three and nine months ended September 30, 2023 and $1.3 million and $3.6 million for the three and nine months ended September 30 , 2022, respectively . Class A Common Stock Issued to the Company’s Independent Board of Directors During the three months ended March 31, 2022, the Company’s independent board of directors made an election to receive stock in lieu of cash for board services rendered during the fourth quarter for the year ended December 31, 2021 and accordingly, the expense was recorded in the fourth quarter of the year ended December 31, 2021. Also, during the three months ended June 30, 2022, each of the Company’s independent board of directors made an election to receive stock in lieu of cash for board services rendered during the first quarter of the year ended December 31, 2022. Accordingly, the expense was recorded in the first quarter of the year ended December 31, 2022. As a result of these elections, the Company issued: • 649 shares of its Class A common stock (adjusted for the Reverse Stock Split) to the Company’s independent board of directors in the quarter ended March 31, 2022 (for services rendered in the quarter ended December 31, 2021), and • 606 shares of its Class A common stock (adjusted for the Reverse Stock Split) to the Company’s independent board of directors in the quarter ended June 30, 2022 (for services rendered in the quarter ended March 31, 2022). The Company paid all directors fees in cash during the second quarter, third quarter and fourth quarter of the year ended December 31, 2022 as well as the first nine months ended September 30, 2023. Equity Offerings Class A Common Stock On October 1, 2020, the Company entered into an Equity Distribution Agreement, pursuant to which the Company may, from time to time, offer, issue and sell to the public, through its sales agents, shares of Class A common stock having an aggregate offering price of up to $250.0 million in an “at the market” equity offering program (the “Common Stock ATM Program”). The Company’s ability to sell shares under its existing shelf registration statement, including under the Common Stock ATM Program, was limited to one third of the Company’s market capitalization or “public float” unless the aggregate value of its Class A Common Stock held by non-affiliates exceeds $75.0 million. Additionally, the shelf registration Statement covering sales under the Common Stock ATM Program expired on October 1, 2023. In August 2022, Bellevue Capital Partners, LLC, (“Bellevue”), which is an entity that controls the Advisor, expressed a desire to invest additional capital in the Company. Although no written agreement was entered into, the Company’s board of directors authorized the issuance of up to 125,000 shares of the Company’s Class A common stock (adjusted for the Reverse Stock Split) for these purposes. During the three months ended September 30, 2022, the Company sold 79,114 shares of Class A common stock (adjusted for the Reverse Stock Split) to Bellevue, for gross proceeds of $2.0 million, before nominal commissions associated with the sale. These shares were issued to Bellevue through block trades executed under the Company’s Common Stock ATM Program. Bellevue may, from time to time at its discretion, purchase additional shares of Class A common stock from the Company through additional block trades. However, there is no assurance as to the number of shares of the Company’s Class A common stock, if any, that Bellevue may seek to purchase. 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-thousandth of a share of Series A Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of the Company at a price of $55.00 per one one-thousandth of a share of Series A Preferred Stock, represented by a right, subject to adjustment. The expiration date of these rights has subsequently been extended to August 18, 2025. 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 issue d 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, 2023 and year ended December 31, 2022, 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. For additional information on the 2020 OPP, see N ote 11 — Equity-Based Compensation. Tender Offer 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. For additional details see Note 14 — Subsequent Events. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2023, the Company’s ground lease had a weighted-average remaining lease term of 43.3 years and a discount rate of 8.6%. As of September 30, 2023, the Company’s balance sheet includes an ROU asset and liability of $54.8 million and $54.7 million, respectively, which are included in operating lease right-of-use asset and operating lease liability, respectively, on the consolidated balance sheet. For the 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. For the three and nine months ended September 30, 2022, 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, 2023 and 2022. 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, 2023: (In thousands) Future Base Rent Payments 2023 (remainder) $ 1,187 2024 4,746 2025 4,746 2026 4,746 2027 4,746 Thereafter 193,008 Total lease payments 213,179 Less: Effects of discounting (158,507) Total present value of lease payments $ 54,672 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 known to be contemplated against the Company. 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, 2023, 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, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of September 30, 2023 and December 31, 2022, entities wholly owned by AR Global owned 290,937 and 129,671 shares (both adjusted for the Reverse Stock Split), respectively, of the Company’s outstanding Class A common stock. As of September 30, 2023 and December 31, 2022, Bellevue owned approximately 35.7% and 20% of outstanding shares of the Company, respectively. During the third quarter ending September 30, 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 as a result, 223,460 shares were tendered and accepted by Bellevue increasing total shares owned by Bellevue to approximately 45.1% as of October 30, 2023. For additional details see Note 14 — Subsequent Events. 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 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. The Advisor elected to receive shares of Class A common stock in lieu of cash for the base management fee in in January 2023 (see Note 7 — Stockholders Equity ). 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 during 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 (b) 15.0% multiplied by (c) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1458 (before any adjustment for the Reverse Stock Split), plus (ii) the product of (x) 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 (y) 10.0% multiplied by (z) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.1944 (before any adjustment for the Reverse Stock Split). The variable management fee is payable quarterly in arrears in cash, shares of common stock, or a combination thereof, at the Advisor’s election. No incentive variable management fees were earned during the three months ended September 30, 2023 or 2022. Side Letter With the Advisor On February 4, 2022, the Company entered into a side letter (the “Side Letter”) with the Advisor to the Advisory Agreement pursuant to which the Advisor agreed to, from the date of the Side Letter until August 4, 2022, immediately invest all fees received by the Advisor under Section 10(c)(i)-(ii) of the Advisory Agreement in shares of the Company’s Class A common stock, (the “Shares”), in an amount aggregating no more than $3.0 million. The price of the Shares was determined, at each issuance, in accordance with Section 10(c)(iii) of the Advisory Agreement and was not less than the “Minimum Price” as defined in Section 312.04(h) of the New York Stock Exchange Listed Company Manual (the “Listed Company Manual”), which minimum price was $10.55 per share. The Advisor was paid base management fees, aggregating approximately $0.5 million and $3.0 million in cash and reinvested these fees in shares of the Company’s Class A common stock in the three and nine months ended September 30, 2022, respectively (see Note 7 — Stockholders Equity for more information) . Management Fee Expense The Compan y recorded expense of $1.5 million and $4.5 million for base asset management fees during the three and nine months ended September 30, 2023 and $1.3 million and $4.1 million during the three and nine months ended September 30, 2022. There were no variable management fees incurred in either of these periods. The management fees for the quarter ended March 31, 2023 and the nine months ended September 30, 2022 were paid partially with cash. 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 management fees for both periods were paid as follows: • The Company paid base management fees in cash of $1.5 million (for July, August and September 2023) in the three months ended September 30, 2023 and it paid $4.0 million (for February through September 2023) in the nine months ended September 30, 2023. In addition, the Advisor elected to receive shares of Class A common stock in lieu of cash in respect of its management fee for January 2023 and as a result, the Company issued 31,407 shares of its Class A common stock (adjusted for the Reverse Stock Split) using the 10-day average price of $15.92 (adjusted for the Reverse Stock Split). • The Company paid base management fees in cash of $0.5 million (for January 2022) in the three months ended March 31, 2022. Also, in accordance with the Side Letter, the Advisor was paid base management fees, aggregating approximately $0.5 million and $3.0 million in cash and the Advisor reinvested these fees in shares of the Company’s Class A common stock in the three and nine months ended September 30, 2022, respectively. As a result, the Company issued 5,672, 5,438 4,848, 5,031, 5,924 and 5,924 shares (all adjusted for the Reverse Stock Split) of its Class A common stock in February, March, April, May, June and July 2022, respectively, in connection with the monthly base management fee earned by the Advisor. • In each of August, September, October, November and December 2022, the Advisor elected to receive shares of Class A common stock in lieu of cash in respect of its management fee. The Company issued 15,586, 18,899, 18,285, 19,320 and 24,744 shares (adjusted for the Reverse Stock Split), respectively. For the full year ended December 31, 2022 in connection with the monthly base management fee earned by the Advisor, an aggregate of 129,671 shares were issued (including those issued related to the Side Letter as noted above). For accounting purposes, the shares of the Company’s Class A common stock issued in accordance with the Side Letter and the shares issued in lieu of cash for the management fee to the Advisor for January 2023, as elected by the Advisor, are treated as issued using the closing price on date of issue and the related expense totaled $0.5 million for the nine months ended September 30, 2023 and $1.3 million and $3.6 million for the three and nine months ended September 30, 2022 , respectively . Property Management Fees Pursuant to the Property Management and Leasing Agreement (the “PMA”), as most recently amended on November 16, 2018, 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. The Company incurred approximately $0.3 million and $1.2 million in property management fees during the three and nine months ended September 30, 2023, respectively, and $0.4 million and $1.3 million in property management fees during the three and nine months ended September 30, 2022, respectively. 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) $2.6 million, 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, 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 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, 2023 were $2.7 million ( $2.3 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, 2022 were $1.3 million and $4.0 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, 2022 were $0.9 million (all for salaries, wages, and benefits). 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, 2022 was $3.0 million ( $2.6 million were for salaries, wages, and benefits and $0.4 million related to administrative and overhead expenses), respectively. These amounts 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. 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 September 30, Nine Months Ended September 30, Payable (receivable) as of (In thousands) 2023 2022 2023 2022 September 30, 2023 December 31, 2022 Ongoing fees: Asset and property management fees to related parties (1) $ 1,882 $ 1,667 $ 5,754 $ 5,374 $ 395 $ 118 Professional fees and other reimbursements (2) 1,171 1,284 3,699 4,023 — — Total related party operation fees and reimbursements $ 3,053 $ 2,951 $ 9,453 $ 9,397 $ 395 $ 118 ________ (1) During the nine months ended September 30, 2023, approximately $0.5 million of this expense was paid with shares of the Company’s Class A common stock (see disclosed above) for shares accepted in lieu of cash. During the nine months ended September 30, 2022, approximately $3.6 million was paid with shares of the Company’s A Class A common stock related to the Side Letter or for shares accepted in lieu of cash, for the management fee. (2) Amounts for the three and nine months ended September 30, 2023 and 2022 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 four (if the termination is effective after June 30, 2020), multiplied by ii. applicable Subject Fees. The “Subject Fees” are equal to (i) the product of • 12, multiplied by (b) the actual base management fee for the month immediately prior to the month in which the Advisory Agreement is terminated, plus ii. the product of (x) four multiplied by (y) the actual variable management fee for the quarter immediately prior to the quarter in which the Advisory Agreement is terminated, plus, iii. 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, 2023 | |
Economic Dependency [Abstract] | |
Economic Dependency | 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 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 e xpanded 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 o f September 30, 2023 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. During the second quarter of the year ended December 31, 2022, the Company granted 13,734 and 3,228 restricted shares (adjusted for the Reverse Stock Split) to employees of the Advisor and the Company’s board of directors respectively. The restricted shares granted to employees of the Advisor or its affiliates will vest in 25% increments on each of the first four 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 issued 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 The following table displays restricted share award activity during the nine months ended September 30, 2023: Number of Restricted Shares (1) Weighted-Average Issue Price (1) Unvested, December 31, 2022 18,134 $ 90.16 Granted 26,093 $ 9.25 Vested (5,917) $ 83.65 Forfeitures (2,792) $ 94.08 Unvested, September 30, 2023 35,518 $ 31.50 ___________ (1) Retroactively adjusted to reflect the effects of the reverse stock split. As of September 30, 2023, the Company ha d $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 3.5 years. Restricted share awar ds are expensed in accordance with the service period required. Compensation expense related to restricted share awards was approximat ely $0.1 million and $0.4 million for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.3 million for the three and nine months ended September 30, 2022, 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. Also, for the three and nine months ended September 30, 2022, approximately $0.1 million of additional net amortization expense was recorded for the accelerated vesting of restricted shares of one employee of the Advisor and the forfeiture, new issuance and vesting of restricted shares of other former employees of the Advisor who are providing certain consulting services to the Advisor. 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, 2023, the Company recorded equity-based compensation expense related to the LTIP Units of $1.1 million and $5.3 million, respectively, and $2.1 million and $6.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 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 is 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. Through the six months ended June 30, 2022 we paid dividends to our common stockholders at our current annual rate of $3.20 per share of Class A common stock (adjusted for the Reverse Stock Split), or $0.80 per share (adjusted for the Reverse Stock Split) on a quarterly basis. 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 three months ended September 30, 2023 and 2022 and nine months ended September 30, 2023, the Company did not pay distributions on the LTIP Units and during the nine months ended September 30, 2022, the Company paid $80,000 of 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. Performance Measures As indicated above, on November 7, 2023, following the end of the performance period that expired on August 18, 2023, the compensation committee of the Company’s board of directors determined that none of the 501,605 LTIP Units under the 2020 OPP had been earned. 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. With respect to one-half of the LTIP Units granted under the 2020 OPP, the number of LTIP Units that could have potentially become earned was determined as of the last day of the performance period based on the Company’s achievement of absolute total stockholder return (“TSR”) levels as shown in the table below. Performance Level Absolute TSR Percentage of LTIP Units Earned Below Threshold Less than 12% 0 % Threshold 12% 25 % Target 18 % 50 % Maximum 24 % or higher 100 % If the Company’s absolute TSR was more than 12% but less than 18%, or more than 18% but less than 24%, the percentage of the Absolute TSR LTIP Units that would have been earned would have been determined using linear interpolation as between those tiers, respectively. With respect to the remaining one-half of the LTIP Units granted under the 2020 OPP, the number of LTIP Units that could have potentially become earned was determined as of the last day of the performance period base on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group consisting of Empire State Realty Trust, Inc., Franklin Street Properties Corp., Paramount Group, Inc. and Clipper Realty Inc. as of the last day of the performance period. Performance Level Relative TSR Excess Percentage of LTIP Units Earned Below Threshold Less than -600 basis points 0 % Threshold -600 basis points 25 % Target 0 basis points 50 % Maximum +600 basis points 100 % If the relative TSR excess was between -600 basis points and zero basis points, or between zero basis points and +600 basis points, the number of LTIP Units that would have been earned would have been determined using linear interpolation as between those tiers, respectively. Other Share-Based Compensation |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 impacts of the COVID-19 pandemic on the 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, 2023 and as of December 31, 2022. 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 three and nine months ended September 30, 2023 and 2022. The Company expects to have a taxable loss for federal, state and local income taxes for the year ending December 31, 2023. Accordingly, the Company has recorded no income tax expense (after considering changes in the valuation allowance) for the three and nine months ended September 30, 2023 . The Company remains in a net deferred tax asset position with a full valuation allowance as of both September 30, 2023 and December 31, 2022. As of September 30, 2023 , the Company had no material uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Net Loss Per Share | 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 September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders (in thousands) $ (9,390) $ (11,074) $ (32,047) $ (35,787) Adjustments to net loss attributable to common stockholders — — — (80) Adjusted net loss attributable to common stockholders $ (9,390) $ (11,074) $ (32,047) $ (35,867) Weighted average shares outstanding — Basic and Diluted 2,288,683 1,728,540 (1) 2,205,702 1,690,311 (1) Net loss per share attributable to common stockholders — Basic and Diluted $ (4.10) $ (6.40) (1) $ (14.53) $ (21.22) (1) (1) Retroactively adjusted for the effects of the Reverse Stock Split (s ee Note 1 ). 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, 2022 and the three and nine month periods ended September 30, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unvested restricted shares (1) 34,889 19,368 23,851 12,194 LTIP Units (2) 261,707 501,605 420,760 501,605 Total weighted-average anti-dilutive common share equivalents 296,596 520,973 444,611 513,799 _______ (1) There were 35,518 and 18,134 unvested restricted shares outstanding as of September 30, 2023 and 2022, respectively (adjusted for the Reverse Stock Split). (2) There were no LTIP units outstanding as of September 30, 2023 and there were 501,605 LTIP Units outstanding (adjusted for the Reverse Stock Split) as of September 30, 2022 (see Note 11 — Equity-Based Compensation for additional information). If dilutive, conditionally issuable shares relating to the 2020 OPP award (see Note 11 — Equity-Based Compensation for additional information) 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, 2023 and 2022, 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, 2023 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, 2023 and 2022 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, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. Tender Offer by Affiliates of the Advisor On September 27, 2023, Bellevue Capital Partners, LLC 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 Belleuve for a purchase price to Bellevue of an aggregate of approximately $2.3 million, less any fees, expenses, or taxes withheld for the fourth quarter of 2023. Hit Factory Disposition On October 12, 2023 the Company sold its property at 421 W. 54th street (the “Hit Factory”) for a contract sales price of $4.5 million. This property was classified as held-for-sale on the Company’s consolidated balance sheet as of September 30, 2023. The sole tenant terminated its lease early and vacated the space during the quarter ended June 30, 2018. This Company incurred approximately $0.2 million of property operating expenses on this property in the nine months ended September 30, 2023. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
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, 2023 | |
Accounting Policies [Abstract] | |
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 10 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, 2023 and 2022, respectively, are not necessarily indicative of the results for the entire year or any subsequent interim period. |
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 which expired on August 18, 2023. On November 7, 2023 the compensation committee of the board of directors of the Company, determined that none of the 501,605 LTIP Units (adjusted for the Reverse Stock Split) 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 amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its consolidated balance sheet and consolidated statements of changes in equity. See Note 7 - Stockholders’ Equity and Note 11 - Equity-Based Compensation |
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, 2023, these leases had a weighted-average remaining lease ter m of 6.6 years . B ecause 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. In fiscal years ended December 31, 2022, 2021 and 2020, respectively, this assessment included consideration of the impacts of the COVID-19 pandemic on the Company’s tenant’s ability to pay rents in accordance with their contracts. 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. |
Lessee Accounting | For additional information and disclosures related to the Company’s operating leases, see Note 8 - Commitments and Contingencies . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through June 30, 2022 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that the Company’s hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of the Company’s derivatives, which will be consistent with our past presentation. The Company has adopted this guidance as of June 30, 2023. |
Fair Value Measurement | 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. However, as of September 30, 2023, 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. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Amortization and Accretion of Market Lease Assets and Liabilities | 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 In-place leases $ 675 $ 1,034 $ 2,679 $ 3,640 Other intangibles 177 177 531 531 Total included in depreciation and amortization $ 852 $ 1,211 $ 3,210 $ 4,171 Above-market lease intangibles $ 174 $ 231 $ 651 $ 756 Below-market lease liabilities (222) (273) (733) (924) Total included in revenue from tenants $ (48) $ (42) $ (82) $ (168) 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, 2023: (In thousands) 2023 (remainder) 2024 2025 2026 2027 In-place leases $ 667 $ 2,226 $ 1,221 $ 632 $ 624 Other intangibles 177 708 708 708 708 Total to be included in depreciation and amortization $ 844 $ 2,934 $ 1,929 $ 1,340 $ 1,332 Above-market lease assets $ 182 $ 209 $ 123 $ 117 $ 117 Below-market lease liabilities (213) (850) (503) (183) (180) Total to be included in revenue from tenants $ (31) $ (641) $ (380) $ (66) $ (63) |
Schedule of Assets Held-for-Sale | 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, 2023: (In thousands) September 30, 2023 Real estate investments held for sale, at cost: Land $ 3,291 Buildings, fixtures and improvements 1,233 Total real estate investments held for sale, at cost 4,524 Less accumulated depreciation and amortization (394) Total real estate investments held for sale, net $ 4,130 |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgage Notes Payable, Net | The Company’s mortgage notes payable, net as of September 30, 2023 and December 31, 2022 are as follows: Outstanding Loan Amount Portfolio Encumbered Properties September 30, December 31, Effective Interest Rate Interest Rate Maturity (In thousands) (In thousands) 123 William Street (1) 1 $ 140,000 $ 140,000 4.73 % Fixed Mar. 2027 9 Times Square (6) 1 49,500 49,500 3.72 % Fixed (2) Apr. 2024 1140 Avenue of the Americas (3) 1 99,000 99,000 4.17 % Fixed Jul. 2026 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 2 50,000 50,000 4.58 % Fixed May 2028 8713 Fifth Avenue (4) 1 10,000 10,000 5.04 % Fixed Nov. 2028 196 Orchard Street 1 51,000 51,000 3.90 % Fixed Aug. 2029 Mortgage notes payable, gross 7 399,500 399,500 4.35 % Less: deferred financing costs, net (5) (4,184) (5,341) Mortgage notes payable, net $ 395,316 $ 394,159 _______ (1) As of September 30, 2023, $0.9 million was in escrow in accordance with the conditions under the loan agreement and presented as part of restricted cash on the consolidated balance sheet. The restricted cash can be used to fund leasing activity, tenant improvements and leasing commissions related to this property. (2) Fixed as a result of the Company having entered into a “pay-fixed” interest rate swap agreement, which is included in derivatives, at fair value on the consolidated balance sheet as of September 30, 2023 (see Note 6 — Derivatives and Hedging Activities for additional information). (3) Due to covenant breaches resulting in cash trap for this property, all cash generated from operating this property is being held in a segregated account, and the Company will not have access to the excess cash flows until the covenant breaches are cleared. As of September 30, 2023 and December 31, 2022, there were $3.6 million held in a cash management account, which is part of the Company’s restricted cash on its consolidated balance sheet. See “Debt Covenants” section below for additional details. (4) Due to covenant breaches resulting in cash trap for this property, all cash generated from operating this property, if any, is required to be held in a segregated account, and the Company will not have access to the excess cash flows until the covenant breaches are cleared. As of September 30, 2023 and December 31, 2022, no cash was trapped related to this property. The Company signed a lease with a new tenant at this property in November 2021, and the tenant began occupying a portion of the leased space in the quarter ended March 31, 2023 and is expected to occupy the remainder of the space in the first quarter of the year ending December 31, 2024, which will bring the occupancy to 100.0%. (5) 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. (6) Due to the loan maturity of April 2024, the Company is considering a multitude of options to repay or refinance this mortgage note payable prior to or on its maturity, including extending the term with the existing lender, which may require a partial repayment of the mortgage note, or refinancing with a new lender. |
Schedule of Aggregate Principal Payments | The following table summarizes the scheduled aggregate principal payments subsequent to September 30, 2023: (In thousands) Future Minimum Principal Payments 2023 (remainder) $ — 2024 (1) 49,500 2025 — 2026 99,000 2027 140,000 Thereafter 111,000 Total $ 399,500 (1) The Company is considering a multitude of options to repay or refinance this mortgage note payable prior to or on its maturity, including extending the term with the existing lender, which may require a partial repayment of the mortgage note, or refinancing with a new lender. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | (In thousands) Quoted Prices Significant Other Significant Total September 30, 2023 Interest rate “Pay - Fixed” swaps - assets $ — $ 817 $ — $ 817 Total $ — $ 817 $ — $ 817 December 31, 2022 Interest rate “Pay - Fixed” swaps - assets $ — $ 1,607 $ — $ 1,607 Total $ — $ 1,607 $ — $ 1,607 |
Schedule of Financial Instruments that are Not Reported at Fair Value | 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, 2023 December 31, 2022 (In thousands) Level Gross Principal Balance Fair Value Gross Principal Balance Fair Value Mortgage note payable — 9 Times Square 3 $ 49,500 $ 48,800 $ 49,500 $ 48,282 Mortgage note payable — 1140 Avenue of the Americas 3 99,000 87,779 99,000 89,015 Mortgage note payable — 123 William Street 3 140,000 123,604 140,000 126,814 Mortgage note payable — 400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage 3 50,000 42,419 50,000 44,023 Mortgage note payable — 8713 Fifth Avenue 3 10,000 8,543 10,000 8,933 Mortgage note payable — 196 Orchard Street 3 51,000 42,855 51,000 42,349 Total $ 399,500 $ 354,000 $ 399,500 $ 359,416 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives instruments | 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, 2023 and December 31, 2022. (In thousands) Balance Sheet Location September 30, December 31, 2022 Derivatives designated as hedging instruments: Interest Rate “Pay-fixed” Swap Derivative asset (liability), at fair value $ 817 $ 1,607 |
Schedule of Derivatives that were Designated as Cash Flow Hedges of Interest Rate Risk | As of September 30, 2023 and December 31, 2022, the Company had the following derivatives that were designated as cash flow hedges of interest rate risk. September 30, 2023 December 31, 2022 Interest Rate Derivative Number of Notional Amount Number of Notional Amount (In thousands) (In thousands) Interest Rate “Pay-fixed” Swap 1 $ 49,500 1 $ 49,500 |
Schedule of Gain (Loss) Recognized on Derivatives | 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Amount of gain recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) $ 34 $ 771 $ 278 $ 2,649 Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense $ 408 $ 14 $ 1,086 $ (442) Total interest expense recorded in consolidated statements of operations and comprehensive loss $ 4,739 $ 4,755 $ 14,109 $ 14,173 |
Schedule of Offsetting Derivatives | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2023 and December 31, 2022. 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 Balance Sheet. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2023 $ 817 $ — $ — $ 817 $ — $ — 817 December 31, 2022 $ 1,607 $ — $ — $ 1,607 $ — $ — 1,607 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, 2023: (In thousands) Future Base Rent Payments 2023 (remainder) $ 1,187 2024 4,746 2025 4,746 2026 4,746 2027 4,746 Thereafter 193,008 Total lease payments 213,179 Less: Effects of discounting (158,507) Total present value of lease payments $ 54,672 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
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 September 30, Nine Months Ended September 30, Payable (receivable) as of (In thousands) 2023 2022 2023 2022 September 30, 2023 December 31, 2022 Ongoing fees: Asset and property management fees to related parties (1) $ 1,882 $ 1,667 $ 5,754 $ 5,374 $ 395 $ 118 Professional fees and other reimbursements (2) 1,171 1,284 3,699 4,023 — — Total related party operation fees and reimbursements $ 3,053 $ 2,951 $ 9,453 $ 9,397 $ 395 $ 118 ________ (1) During the nine months ended September 30, 2023, approximately $0.5 million of this expense was paid with shares of the Company’s Class A common stock (see disclosed above) for shares accepted in lieu of cash. During the nine months ended September 30, 2022, approximately $3.6 million was paid with shares of the Company’s A Class A common stock related to the Side Letter or for shares accepted in lieu of cash, for the management fee. (2) Amounts for the three and nine months ended September 30, 2023 and 2022 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of equity based compensation | The following table displays restricted share award activity during the nine months ended September 30, 2023: Number of Restricted Shares (1) Weighted-Average Issue Price (1) Unvested, December 31, 2022 18,134 $ 90.16 Granted 26,093 $ 9.25 Vested (5,917) $ 83.65 Forfeitures (2,792) $ 94.08 Unvested, September 30, 2023 35,518 $ 31.50 ___________ (1) Retroactively adjusted to reflect the effects of the reverse stock split. With respect to one-half of the LTIP Units granted under the 2020 OPP, the number of LTIP Units that could have potentially become earned was determined as of the last day of the performance period based on the Company’s achievement of absolute total stockholder return (“TSR”) levels as shown in the table below. Performance Level Absolute TSR Percentage of LTIP Units Earned Below Threshold Less than 12% 0 % Threshold 12% 25 % Target 18 % 50 % Maximum 24 % or higher 100 % With respect to the remaining one-half of the LTIP Units granted under the 2020 OPP, the number of LTIP Units that could have potentially become earned was determined as of the last day of the performance period base on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group consisting of Empire State Realty Trust, Inc., Franklin Street Properties Corp., Paramount Group, Inc. and Clipper Realty Inc. as of the last day of the performance period. Performance Level Relative TSR Excess Percentage of LTIP Units Earned Below Threshold Less than -600 basis points 0 % Threshold -600 basis points 25 % Target 0 basis points 50 % Maximum +600 basis points 100 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net loss per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders (in thousands) $ (9,390) $ (11,074) $ (32,047) $ (35,787) Adjustments to net loss attributable to common stockholders — — — (80) Adjusted net loss attributable to common stockholders $ (9,390) $ (11,074) $ (32,047) $ (35,867) Weighted average shares outstanding — Basic and Diluted 2,288,683 1,728,540 (1) 2,205,702 1,690,311 (1) Net loss per share attributable to common stockholders — Basic and Diluted $ (4.10) $ (6.40) (1) $ (14.53) $ (21.22) (1) (1) Retroactively adjusted for the effects of the Reverse Stock Split (s ee Note 1 ). |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unvested restricted shares (1) 34,889 19,368 23,851 12,194 LTIP Units (2) 261,707 501,605 420,760 501,605 Total weighted-average anti-dilutive common share equivalents 296,596 520,973 444,611 513,799 _______ (1) There were 35,518 and 18,134 unvested restricted shares outstanding as of September 30, 2023 and 2022, respectively (adjusted for the Reverse Stock Split). (2) There were no LTIP units outstanding as of September 30, 2023 and there were 501,605 LTIP Units outstanding (adjusted for the Reverse Stock Split) as of September 30, 2022 (see Note 11 — Equity-Based Compensation for additional information). |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, ft² in Millions, $ in Millions | Feb. 27, 2023 shares | Feb. 22, 2023 USD ($) | Jan. 11, 2023 $ / shares | Sep. 30, 2023 USD ($) ft² property $ / shares | Dec. 31, 2022 $ / shares |
Reclassification [Line Items] | |||||
Number of real estate properties | property | 8 | ||||
Net rentable area (sqft) | ft² | 1.2 | ||||
Aggregate purchase price of real estate | $ | $ 790.7 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Reverse stock split | 0.125 | ||||
Rights Offering | |||||
Reclassification [Line Items] | |||||
Gross proceeds | $ | $ 5 | ||||
Common Class A | |||||
Reclassification [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Shares purchased (in shares) | shares | 386,100 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Aug. 18, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average remaining lease term | 6 years 7 months 6 days | |
Performance-based equity award | 2020 OPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units forfeited during period (in shares) | 501,605 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total included in revenue from tenants | $ (45) | $ (131) | ||
Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | $ 852 | $ 1,211 | 3,210 | 4,171 |
Depreciation and Amortization | In-place leases | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | 675 | 1,034 | 2,679 | 3,640 |
Depreciation and Amortization | Other intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | 177 | 177 | 531 | 531 |
Rental Income | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Below-market lease liabilities | (222) | (273) | (733) | (924) |
Rental Income | Above-market lease intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases and other intangibles | 174 | 231 | 651 | 756 |
Rental Income | Amortization and (accretion) of above- and below-market leases, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total included in revenue from tenants | (48) | (42) | (82) | (168) |
Property Operating Expense | Amortization of below-market ground lease | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
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, 2023 USD ($) |
Depreciation and Amortization | |
Finite-Lived Intangible Assets, Net [Abstract] | |
2023 (remainder) | $ 844 |
2024 | 2,934 |
2025 | 1,929 |
2026 | 1,340 |
2027 | 1,332 |
Depreciation and Amortization | In-place leases | |
Finite-Lived Intangible Assets, Net [Abstract] | |
2023 (remainder) | 667 |
2024 | 2,226 |
2025 | 1,221 |
2026 | 632 |
2027 | 624 |
Depreciation and Amortization | Other intangibles | |
Finite-Lived Intangible Assets, Net [Abstract] | |
2023 (remainder) | 177 |
2024 | 708 |
2025 | 708 |
2026 | 708 |
2027 | 708 |
Rental Income | |
Below-market lease liabilities | |
2023 (remainder) | (213) |
2024 | (850) |
2025 | (503) |
2026 | (183) |
2027 | (180) |
Below Market Lease, Amortization Income,Net Of Fnite Lived Intangible Assets, Maturity Schedule [Abstract] | |
2023 (remainder) | (31) |
2024 | (641) |
2025 | (380) |
2026 | (66) |
2027 | (63) |
Rental Income | Above-market lease intangibles | |
Finite-Lived Intangible Assets, Net [Abstract] | |
2023 (remainder) | 182 |
2024 | 209 |
2025 | 123 |
2026 | 117 |
2027 | $ 117 |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 12, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 property | |
Long-Lived Assets Held-for-Sale [Line Items] | ||||||
Impairments of real estate investments | $ 362 | $ 0 | $ 513 | $ 0 | ||
Number of real estate properties held for sale | property | 0 | |||||
421. W. 54th Street - Hit Factory | ||||||
Long-Lived Assets Held-for-Sale [Line Items] | ||||||
Real estate, held-for-sale | $ 4,500 | $ 4,500 | ||||
421. W. 54th Street - Hit Factory | Subsequent event | ||||||
Long-Lived Assets Held-for-Sale [Line Items] | ||||||
Gross proceeds from sale of real estate | $ 4,500 | |||||
Proceeds from sale of real estate, net | $ 4,200 |
Real Estate Investments - Sch_3
Real Estate Investments - Schedule of Assets Held-for-Sale (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Long-Lived Assets Held-for-Sale [Line Items] | |
Total real estate investments held for sale, at cost | $ 4,524 |
Less accumulated depreciation and amortization | (394) |
Total real estate investments held for sale, net | 4,130 |
Land | |
Long-Lived Assets Held-for-Sale [Line Items] | |
Total real estate investments held for sale, at cost | 3,291 |
Buildings, fixtures and improvements | |
Long-Lived Assets Held-for-Sale [Line Items] | |
Total real estate investments held for sale, at cost | $ 1,233 |
Mortgage Notes Payable, Net - S
Mortgage Notes Payable, Net - Schedule of Mortgage Notes Payable, Net (Details) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 USD ($) property | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Mortgage notes payable, gross | $ 399,500 | ||
Mortgage notes payable, net | $ 395,316 | $ 394,159 | |
Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 7 | ||
Mortgage notes payable, gross | $ 399,500 | 399,500 | |
Less: deferred financing costs, net | (4,184) | (5,341) | |
Mortgage notes payable, net | $ 395,316 | 394,159 | |
Effective Interest Rate | 4.35% | ||
123 William Street | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage notes payable, gross | $ 140,000 | 140,000 | |
Effective Interest Rate | 4.73% | ||
Escrow deposit | $ 900 | ||
9 Times Square | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage notes payable, gross | $ 49,500 | 49,500 | |
Effective Interest Rate | 3.72% | ||
1140 Avenue of the Americas | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage notes payable, gross | $ 99,000 | 99,000 | |
Effective Interest Rate | 4.17% | ||
Restricted cash | $ 3,600 | 3,600 | |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 2 | ||
Mortgage notes payable, gross | $ 50,000 | 50,000 | |
Effective Interest Rate | 4.58% | ||
8713 Fifth Avenue | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage notes payable, gross | $ 10,000 | 10,000 | |
Effective Interest Rate | 5.04% | ||
8713 Fifth Avenue | Mortgages note payable | Forecast | |||
Debt Instrument [Line Items] | |||
Percentage of property occupied | 100% | ||
196 Orchard Street | Mortgages note payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Mortgage notes payable, gross | $ 51,000 | $ 51,000 | |
Effective Interest Rate | 3.90% |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) quarter | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | $ 818,000 | |
Mortgage notes payable, gross | 399,500 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable, gross | 399,500 | $ 399,500 |
1140 Avenue of the Americas | Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable, gross | 99,000 | 99,000 |
Restricted cash | $ 3,600 | 3,600 |
1140 Avenue of the Americas | Mortgages | Secured Overnight Financing Rate | ||
Debt Instrument [Line Items] | ||
Number of consecutive quarters without causing a default event | quarter | 2 | |
8713 Fifth Avenue | Mortgages | ||
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | $ 125 | |
Mortgage notes payable, gross | $ 10,000 | $ 10,000 |
8713 Fifth Avenue | Mortgages | Secured Overnight Financing Rate | ||
Debt Instrument [Line Items] | ||
Number of consecutive quarters without causing a default event | quarter | 2 |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - Schedule of Aggregate Principal Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remainder) | $ 0 |
2024 | 49,500 |
2025 | 0 |
2026 | 99,000 |
2027 | 140,000 |
Thereafter | 111,000 |
Total | $ 399,500 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate “Pay - Fixed” swaps - assets | $ 817 | $ 1,607 |
Fair value, measurements, nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 817 | 1,607 |
Fair value, measurements, nonrecurring | Quoted Prices in Active Markets Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Fair value, measurements, nonrecurring | Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 817 | 1,607 |
Fair value, measurements, nonrecurring | Significant Unobservable Inputs Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Interest Rate “Pay-fixed” Swap | Fair value, measurements, nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate “Pay - Fixed” swaps - assets | 817 | 1,607 |
Interest Rate “Pay-fixed” Swap | Fair value, measurements, nonrecurring | Quoted Prices in Active Markets Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate “Pay - Fixed” swaps - assets | 0 | 0 |
Interest Rate “Pay-fixed” Swap | Fair value, measurements, nonrecurring | Significant Other Observable Inputs Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate “Pay - Fixed” swaps - assets | 817 | 1,607 |
Interest Rate “Pay-fixed” Swap | Fair value, measurements, nonrecurring | Significant Unobservable Inputs Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate “Pay - Fixed” swaps - assets | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Financial Instruments that are Not Reported at Fair Value (Details) - Mortgages note payable - Significant unobservable inputs - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 399,500 | $ 399,500 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 354,000 | 359,416 |
9 Times Square | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 49,500 | 49,500 |
9 Times Square | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 48,800 | 48,282 |
1140 Avenue of the Americas | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 99,000 | 99,000 |
1140 Avenue of the Americas | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 87,779 | 89,015 |
123 William Street | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 140,000 | 140,000 |
123 William Street | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 123,604 | 126,814 |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 50,000 | 50,000 |
400 E. 67th Street - Laurel Condominium / 200 Riverside Boulevard - ICON Garage | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 42,419 | 44,023 |
8713 Fifth Avenue | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 10,000 | 10,000 |
8713 Fifth Avenue | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 8,543 | 8,933 |
196 Orchard Street | Gross Principal Balance | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 51,000 | 51,000 |
196 Orchard Street | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 42,855 | $ 42,349 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Schedule of derivatives instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, at fair value | $ 817 | $ 1,607 |
Designated as hedging instrument | Interest Rate “Pay-fixed” Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, at fair value | $ 817 | $ 1,607 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Derivative [Line Items] | ||||||
Unamortized amount | $ 12,187 | $ 12,187 | ||||
Interest Rate “Pay-fixed” Swap | ||||||
Derivative [Line Items] | ||||||
Loss on hedge | $ 38,338 | |||||
Interest Rate Swap, LIBOR Based | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | $ 55,000 | |||||
Interest Rate Swap, SOFR Based | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | $ 49,500 | |||||
Cash flow hedging | Interest Rate “Pay-fixed” Swap | ||||||
Derivative [Line Items] | ||||||
Loss on hedge | 4,739 | $ 4,755 | 14,109 | $ 14,173 | ||
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense | $ 800 | $ 800 |
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 | Sep. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) derivative |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of Instruments | derivative | 1 | 1 |
Notional Amount | $ | $ 49,500 | $ 49,500 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - Schedule of Gain (Loss) Recognized on Derivatives (Details) - Interest Rate “Pay-fixed” Swap - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Total interest expense recorded in consolidated statements of operations and comprehensive loss | $ 38,338 | ||||
Cash flow hedging | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain recognized in accumulated other comprehensive loss on interest rate derivatives (effective portion) | $ 34 | $ 771 | $ 278 | $ 2,649 | |
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense | 408 | 14 | 1,086 | (442) | |
Total interest expense recorded in consolidated statements of operations and comprehensive loss | $ 4,739 | $ 4,755 | $ 14,109 | $ 14,173 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Schedule of Offsetting Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 817 | $ 1,607 |
Gross Amounts of Recognized (Liabilities) | 0 | 0 |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet | 817 | 1,607 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ 817 | $ 1,607 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 26, 2023 USD ($) shares | Sep. 27, 2023 $ / shares shares | Aug. 18, 2023 shares | Feb. 27, 2023 $ / shares shares | Oct. 01, 2020 USD ($) | Feb. 28, 2023 USD ($) | Jan. 31, 2023 d $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 30, 2022 $ / shares shares | Oct. 31, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 $ / shares shares | Jul. 31, 2022 shares | Jun. 30, 2022 shares | May 31, 2022 shares | Apr. 30, 2022 shares | Mar. 31, 2022 shares | Feb. 28, 2022 shares | Sep. 30, 2023 USD ($) d $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | Mar. 31, 2022 $ / shares shares | Sep. 30, 2023 USD ($) d $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | Jan. 11, 2023 $ / shares | Feb. 04, 2022 $ / shares | Dec. 31, 2020 shares | Sep. 30, 2020 $ / shares | May 31, 2020 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | 1,886,298 | 2,324,201 | 2,324,201 | 1,886,298 | ||||||||||||||||||||||||||
Proceeds from rights offering, net | $ | $ 4,059,000 | $ 0 | ||||||||||||||||||||||||||||
Dividend to common stockholders (in dollars per share) | $ / shares | $ 0.80 | $ 0.80 | ||||||||||||||||||||||||||||
Related party transaction, amount | $ | $ 3,053,000 | $ 2,951,000 | 9,453,000 | 9,397,000 | ||||||||||||||||||||||||||
Common stock issued to the Advisor in connection with management fees | $ | 1,259,000 | $ 485,000 | 3,580,000 | |||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||
Forfeiture of 2020 LTIP Units | $ | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Non-controlling Interests | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Forfeiture of 2020 LTIP Units | $ | (25,800,000) | (25,800,000) | ||||||||||||||||||||||||||||
Performance-based equity award | 2020 OPP | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 99.68 | |||||||||||||||||||||||||||||
Number of shares available for grant (in shares) | 501,605 | |||||||||||||||||||||||||||||
Units forfeited during period (in shares) | 501,605 | |||||||||||||||||||||||||||||
Forfeiture of 2020 LTIP Units | $ | 25,800,000 | |||||||||||||||||||||||||||||
Property Management and Leasing Fees, Paid with Shares | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Related party transaction, amount | $ | $ 0 | $ 1,300,000 | $ 500,000 | $ 3,600,000 | ||||||||||||||||||||||||||
Related Party | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | 129,671 | 290,937 | 290,937 | 129,671 | ||||||||||||||||||||||||||
Rights Offering | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Rights offering, gross | $ | $ 5,000,000 | |||||||||||||||||||||||||||||
Proceeds from rights offering, net | $ | $ 4,100,000 | |||||||||||||||||||||||||||||
Common Class A | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | 24,744 | 19,320 | 18,285 | 18,899 | 15,586 | |||||||||||||||||||||||||
Number of trading days | d | 10 | 10 | 10 | |||||||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 20.24 | $ 25.92 | $ 27.36 | $ 26.24 | $ 32.08 | $ 26.24 | $ 26.24 | $ 20.24 | ||||||||||||||||||||||
Advisor reinvested base management fees | $ | $ 500,000 | $ 3,000,000 | ||||||||||||||||||||||||||||
Shares purchased (in shares) | 386,100 | |||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 1 | |||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||
Common Class A | Related Party | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | 31,407 | 24,744 | 19,320 | 18,285 | 18,899 | 15,586 | 5,924 | 5,924 | 5,031 | 4,848 | 5,438 | 5,672 | ||||||||||||||||||
Number of trading days | d | 10 | |||||||||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 15.92 | $ 10.55 | ||||||||||||||||||||||||||||
Advisor reinvested base management fees | $ | $ 500,000 | $ 3,000,000 | ||||||||||||||||||||||||||||
Common Class A | Rights Offering | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Common Class A | Rights Offering | Bellevue | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Number of shares called by warrants or rights (in shares) | 367,956 | |||||||||||||||||||||||||||||
Common Class A | Director | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | 0 | 606 | 649 | 0 | 606 | |||||||||||||||||||||||||
Common Class A | At The Market Offering | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued to the Advisor in connection with management fees | $ | $ 250,000,000 | |||||||||||||||||||||||||||||
Common Stock held by non-affiliates | $ | $ 75,000,000 | |||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 125,000 | |||||||||||||||||||||||||||||
Shares purchased (in shares) | 79,114 | |||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 2,000,000 | |||||||||||||||||||||||||||||
Common Class A | Tender Offer | Bellevue | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Sale of stock, maximum number of shares to be sold (in shares) | 350,000 | |||||||||||||||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10.25 | |||||||||||||||||||||||||||||
Common Class A | Tender Offer | Subsequent event | Bellevue | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Shares purchased (in shares) | 223,460 | |||||||||||||||||||||||||||||
Sale of stock, consideration received on transaction | $ | $ 2,300,000 | |||||||||||||||||||||||||||||
Common Class B | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 1 | |||||||||||||||||||||||||||||
Series A preferred stock | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||
Right to purchase share, price per one one-thousandth of a share (in dollars per share) | $ / shares | $ 55 | |||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Weighted average remaining lease term | 43 years 3 months 18 days | 43 years 3 months 18 days | |||
Weighted average discount rate | 8.60% | 8.60% | |||
Operating lease right-of-use asset | $ 54,792 | $ 54,792 | $ 54,954 | ||
Operating lease liability | 54,672 | 54,672 | $ 54,716 | ||
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, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (remainder) | $ 1,187 | |
2024 | 4,746 | |
2025 | 4,746 | |
2026 | 4,746 | |
2027 | 4,746 | |
Thereafter | 193,008 | |
Total lease payments | 213,179 | |
Less: Effects of discounting | (158,507) | |
Total present value of lease payments | $ 54,672 | $ 54,716 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Feb. 27, 2023 shares | Feb. 04, 2022 USD ($) $ / shares | Nov. 16, 2018 | Apr. 13, 2018 | Jan. 31, 2023 d $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 30, 2022 $ / shares shares | Oct. 31, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 $ / shares shares | Jul. 31, 2022 shares | Jun. 30, 2022 shares | May 31, 2022 shares | Apr. 30, 2022 shares | Mar. 31, 2022 shares | Feb. 28, 2022 shares | Sep. 30, 2023 USD ($) d $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) d $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | Oct. 30, 2023 | Jan. 11, 2023 $ / shares | Jun. 29, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 1,886,298 | 2,324,201 | 2,324,201 | 1,886,298 | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||
Renewal term | 5 years | |||||||||||||||||||||||||
Period prior to expiration date needed to terminate agreement | 180 days | |||||||||||||||||||||||||
Dividend to common stockholders (in dollars per share) | $ / shares | $ 0.80 | $ 0.80 | ||||||||||||||||||||||||
Related party transaction, amount | $ 3,053,000 | $ 2,951,000 | $ 9,453,000 | $ 9,397,000 | ||||||||||||||||||||||
Property Management and Leasing Fees, Paid with Shares | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | 0 | 1,300,000 | 500,000 | 3,600,000 | ||||||||||||||||||||||
Professional fees and other reimbursements | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | 1,171,000 | 1,284,000 | 3,699,000 | 4,023,000 | ||||||||||||||||||||||
New York City Reit Advisors, LLC | Asset Management Fees [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | $ 500,000 | 4,000,000 | ||||||||||||||||||||||||
New York City Reit Advisors, LLC | Property Management Fees | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | 300,000 | 400,000 | 1,200,000 | 1,300,000 | ||||||||||||||||||||||
New York City Reit Advisors, LLC | Reimbursement of Costs and Expenses | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | $ 800,000 | $ 900,000 | $ 2,700,000 | $ 3,000,000 | ||||||||||||||||||||||
Common Class A | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 20.24 | $ 25.92 | $ 27.36 | $ 26.24 | $ 32.08 | $ 26.24 | $ 26.24 | $ 20.24 | ||||||||||||||||||
Advisor reinvested base management fees | $ 500,000 | $ 3,000,000 | ||||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | shares | 24,744 | 19,320 | 18,285 | 18,899 | 15,586 | |||||||||||||||||||||
Number of trading days | d | 10 | 10 | 10 | |||||||||||||||||||||||
Shares purchased (in shares) | shares | 386,100 | |||||||||||||||||||||||||
American Strategic Investment Co. | Bellevue | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Ownership percentage | 20% | 35.70% | 35.70% | 20% | ||||||||||||||||||||||
American Strategic Investment Co. | Bellevue | Common Class A | Subsequent event | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Ownership percentage | 45.10% | |||||||||||||||||||||||||
Related Party | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 129,671 | 290,937 | 290,937 | 129,671 | ||||||||||||||||||||||
Renewal basis percentage | 66% | |||||||||||||||||||||||||
Management fee expense | $ 1,500,000 | 1,300,000 | $ 4,500,000 | 4,100,000 | ||||||||||||||||||||||
Common stock issued to the Advisor (in shares) | shares | 129,671 | |||||||||||||||||||||||||
Related Party | New York City Reit Advisors, LLC | The Second Advisory Agreement | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, termination fee | 15,000,000 | |||||||||||||||||||||||||
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 | $ 500,000 | |||||||||||||||||||||||||
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 as a percentage of benchmark | 19.44% | |||||||||||||||||||||||||
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 as a percentage of benchmark | 14.58% | |||||||||||||||||||||||||
Related Party | New York City Reit Advisors, LLC | Asset Management Fees [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction, amount | $ 1,500,000 | |||||||||||||||||||||||||
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% | 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 | $ 400,000 | 400,000 | |||||||||||||||||||||||
Related party transactions related to salaries, wages and benefits | $ 800,000 | 2,300,000 | 2,600,000 | |||||||||||||||||||||||
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 | 400,000 | |||||||||||||||||||||||||
Asset cost | 1,250,000,000 | |||||||||||||||||||||||||
Related party transactions related to salaries, wages and benefits | $ 2,600,000 | |||||||||||||||||||||||||
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 | Common Class A | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 10.55 | $ 15.92 | ||||||||||||||||||||||||
Advisory agreement management fees | $ 3,000,000 | |||||||||||||||||||||||||
Advisor reinvested base management fees | $ 500,000 | $ 3,000,000 | ||||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | shares | 31,407 | 24,744 | 19,320 | 18,285 | 18,899 | 15,586 | 5,924 | 5,924 | 5,031 | 4,848 | 5,438 | 5,672 | ||||||||||||||
Number of trading days | d | 10 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - Schedule of Fees, Expenses and Related Payables (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | $ 3,053,000 | $ 2,951,000 | $ 9,453,000 | $ 9,397,000 | |
Payable (receivable) as of | 15,074,000 | 15,074,000 | $ 12,787,000 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payable (receivable) as of | 395,000 | 395,000 | 118,000 | ||
Asset and property management fees | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | 1,882,000 | 1,667,000 | 5,754,000 | 5,374,000 | |
Asset and property management fees | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payable (receivable) as of | 395,000 | 395,000 | 118,000 | ||
Professional fees and other reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | 1,171,000 | 1,284,000 | 3,699,000 | 4,023,000 | |
Professional fees and other reimbursements | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payable (receivable) as of | 0 | 0 | $ 0 | ||
Property Management and Leasing Fees, Paid with Shares | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amount | $ 0 | $ 1,300,000 | $ 500,000 | $ 3,600,000 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 18 Months Ended | |||||||||||||||||
Aug. 18, 2023 shares | Aug. 18, 2020 USD ($) | Aug. 31, 2017 USD ($) | Dec. 31, 2022 $ / shares shares | Nov. 30, 2022 $ / shares shares | Oct. 31, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 $ / shares shares | Mar. 31, 2022 shares | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 shares | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Jun. 30, 2022 $ / shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2020 shares | Sep. 30, 2020 USD ($) trading_day $ / shares | Sep. 29, 2020 trading_day | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Compensation expense | $ | $ 1,208,000 | $ 2,263,000 | $ 5,712,000 | $ 6,584,000 | |||||||||||||||||||
Trading day | trading_day | 30 | 10 | |||||||||||||||||||||
Equity-based compensation expenses | $ | $ 1,100,000 | $ 2,100,000 | $ 5,300,000 | $ 6,300,000 | |||||||||||||||||||
Distributions on the LTIP unit | 10% | ||||||||||||||||||||||
Distribution on the earned LTIP unit | 90% | ||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.10 | $ 0.20 | |||||||||||||||||||||
Distributions paid to non-controlling interest holders | $ | $ 80,000 | ||||||||||||||||||||||
Common Class A | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 20.24 | $ 25.92 | $ 27.36 | $ 26.24 | $ 32.08 | $ 26.24 | $ 26.24 | $ 20.24 | |||||||||||||||
Distributions paid to non-controlling interest holders | $ | $ 0 | ||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | shares | 24,744 | 19,320 | 18,285 | 18,899 | 15,586 | ||||||||||||||||||
Director | Common Class A | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Common stock issued to directors in lieu of cash for board fees (in shares) | shares | 0 | 606 | 649 | 0 | 606 | ||||||||||||||||||
2020 Equity Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Restricted shares vesting period | 10 years | ||||||||||||||||||||||
Common stock, shares authorized for grant, percentage | 20% | 20% | 20% | ||||||||||||||||||||
Number of shares available for awards under the advisor plan (in shares) | shares | 1 | ||||||||||||||||||||||
Distributions paid to non-controlling interest holders | $ | $ 0 | $ 0 | $ 0 | $ 80,000 | |||||||||||||||||||
2020 Equity Plan | Common Class A | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 3.20 | ||||||||||||||||||||||
Dividends declared, adjusted (in dollars per share) | $ / shares | $ 0.80 | ||||||||||||||||||||||
Unvested restricted shares | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Restricted shares vesting period | 5 years | 4 years | |||||||||||||||||||||
Periodic vesting percentage | 50% | ||||||||||||||||||||||
Shares granted (in shares) | shares | 25,000 | 762 | |||||||||||||||||||||
Forfeitures (in shares) | shares | 2,792 | ||||||||||||||||||||||
Amortization | $ | 100,000 | 100,000 | |||||||||||||||||||||
Unvested restricted shares | Share-based Payment Arrangement, Nonemployee | Advisor | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Shares granted (in shares) | shares | 13,734 | ||||||||||||||||||||||
Shares issued in period (in shares) | shares | 13 | ||||||||||||||||||||||
Unvested restricted shares | Share-based Payment Arrangement, Nonemployee | Board of Directors Chairman | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Shares granted (in shares) | shares | 2,038 | 3,228 | |||||||||||||||||||||
Shares issued in period (in shares) | shares | 24,042 | ||||||||||||||||||||||
Unvested restricted shares | Year 1 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Periodic vesting percentage | 20% | 25% | |||||||||||||||||||||
Unvested restricted shares | Year 3 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Periodic vesting percentage | 20% | 25% | |||||||||||||||||||||
Unvested restricted shares | Year 4 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Periodic vesting percentage | 20% | 25% | |||||||||||||||||||||
Unvested restricted shares | Year 2 | Share-based Payment Arrangement, Nonemployee | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Periodic vesting percentage | 20% | 25% | |||||||||||||||||||||
Unvested restricted shares | Restricted Share Plan | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
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 | $ 1,200,000 | ||||||||||||||||||||
Unrecognized compensation period | 3 years 6 months | ||||||||||||||||||||||
Compensation expense | $ | 100,000 | $ 200,000 | $ 400,000 | $ 300,000 | |||||||||||||||||||
Unvested restricted shares | Restricted Share Plan | Year 1 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Periodic vesting percentage | 20% | ||||||||||||||||||||||
Performance-based equity award | 2020 OPP | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of shares available for grant (in shares) | shares | 501,605 | ||||||||||||||||||||||
Value of shares available for grant | $ | $ 50,000,000 | ||||||||||||||||||||||
Average share price (in dollars per share) | $ / shares | $ 99.68 | ||||||||||||||||||||||
Fair value of units | $ | $ 25,800,000 | $ 25,800,000 | $ 25,800,000 | ||||||||||||||||||||
Service period | 3 years 25 days | ||||||||||||||||||||||
Units forfeited during period (in shares) | shares | 501,605 | ||||||||||||||||||||||
Absolute TSR | Below Threshold | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 12% | 12% | 12% | ||||||||||||||||||||
Absolute TSR | Target | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 18% | 18% | 18% | ||||||||||||||||||||
Absolute TSR | Maximum | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 24% | 24% | 24% | ||||||||||||||||||||
Absolute TSR | Threshold | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 12% | 12% | 12% | ||||||||||||||||||||
Relative TSR Excess | Below Threshold | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | (6.00%) | (6.00%) | (6.00%) | ||||||||||||||||||||
Relative TSR Excess | Target | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 0% | 0% | 0% | ||||||||||||||||||||
Relative TSR Excess | Maximum | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | 6% | 6% | 6% | ||||||||||||||||||||
Relative TSR Excess | Threshold | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Percentage of TSR return | (6.00%) | (6.00%) | (6.00%) |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Restricted Share Activity (Details) - Restricted Share Plan - Unvested restricted shares | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Restricted Shares | |
Beginning balance, unvested (in shares) | shares | 18,134 |
Granted (in shares) | shares | 26,093 |
Vested (in shares) | shares | (5,917) |
Forfeitures (in shares) | shares | (2,792) |
Ending balance, unvested (in shares) | shares | 35,518 |
Weighted-Average Issue Price | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 90.16 |
Granted (in dollars per share) | $ / shares | 9.25 |
Vested (in dollars per share) | $ / shares | 83.65 |
Forfeitures (in dollars per share) | $ / shares | 94.08 |
Unvested ending balance (in dollars per share) | $ / shares | $ 31.50 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of LTIP Units (Details) | Sep. 30, 2023 |
Below Threshold | Absolute TSR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 12% |
Percentage of LTIP Units Earned | 0% |
Below Threshold | Relative TSR Excess | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | (6.00%) |
Percentage of LTIP Units Earned | 0% |
Threshold | Absolute TSR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 12% |
Percentage of LTIP Units Earned | 25% |
Threshold | Relative TSR Excess | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | (6.00%) |
Percentage of LTIP Units Earned | 25% |
Target | Absolute TSR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 18% |
Percentage of LTIP Units Earned | 50% |
Target | Relative TSR Excess | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 0% |
Percentage of LTIP Units Earned | 50% |
Maximum | Absolute TSR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 24% |
Percentage of LTIP Units Earned | 100% |
Maximum | Relative TSR Excess | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of TSR return | 6% |
Percentage of LTIP Units Earned | 100% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Deferred tax asset, valuation allowance (as a percent) | 100% | 100% | |||
Effective tax rate (as a percent) | 0% | 0% | 0% | 0% | |
Income tax expense | $ 0 | $ 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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Equity [Abstract] | |||||
Net loss attributable to common stockholders | $ (9,390) | $ (11,074) | $ (32,047) | $ (35,787) | |
Adjustments to net loss attributable to common stockholders | 0 | 0 | 0 | (80) | |
Adjusted net loss attributable to common stockholders | $ (9,390) | $ (11,074) | $ (32,047) | $ (35,867) | |
Weighted-average shares outstanding — basic (in shares) | [1] | 2,288,683 | 1,728,540 | 2,205,702 | 1,690,311 |
Weighted-average shares outstanding — diluted (in shares) | [1] | 2,288,683 | 1,728,540 | 2,205,702 | 1,690,311 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | [1] | $ (4.10) | $ (6.40) | $ (14.53) | $ (21.22) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | [1] | $ (4.10) | $ (6.40) | $ (14.53) | $ (21.22) |
[1] (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 — Organization to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information). |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 296,596 | 520,973 | 444,611 | 513,799 |
LTIP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares outstanding (in shares) | 0 | 501,605 | 0 | 501,605 |
Unvested restricted shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unvested restricted shares outstanding (in shares) | 35,518 | 18,134 | 35,518 | 18,134 |
Unvested restricted shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 34,889 | 19,368 | 23,851 | 12,194 |
LTIP Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive common share equivalents (in shares) | 261,707 | 501,605 | 420,760 | 501,605 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||||
Oct. 26, 2023 | Oct. 12, 2023 | Sep. 27, 2023 | Feb. 27, 2023 | Sep. 30, 2023 | |
421. W. 54th Street - Hit Factory | |||||
Subsequent Event [Line Items] | |||||
Property operating expenses | $ 0.2 | ||||
Common Class A | |||||
Subsequent Event [Line Items] | |||||
Shares purchased (in shares) | 386,100 | ||||
Common Class A | Bellevue | Tender Offer | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, maximum number of shares to be sold (in shares) | 350,000 | ||||
Sale of stock, price per share (in dollars per share) | $ 10.25 | ||||
Subsequent event | 421. W. 54th Street - Hit Factory | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds from sale of real estate | $ 4.5 | ||||
Subsequent event | Common Class A | Bellevue | Tender Offer | |||||
Subsequent Event [Line Items] | |||||
Shares purchased (in shares) | 223,460 | ||||
Sale of stock, consideration received on transaction | $ 2.3 |