Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Trinity Place Holdings Inc. | |
Entity Central Index Key | 0000724742 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Trading Symbol | TPHS | |
Entity Small Business | true | |
Entity Address, State or Province | NY | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 31,911,804 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Real estate, net | $ 279,973 | $ 213,064 |
Cash and cash equivalents | 5,705 | 11,496 |
Restricted cash | 11,311 | 2,529 |
Investment in unconsolidated joint venture | 10,867 | 11,526 |
Receivables, net | 3,486 | 3,413 |
Deferred rents receivable | 617 | 584 |
Prepaid expenses and other assets, net | 2,141 | 3,498 |
Right-of-use asset | 1,986 | 0 |
Intangible assets, net | 10,097 | 10,652 |
Total assets | 326,183 | 256,762 |
LIABILITIES | ||
Loans payable, net | 167,346 | 123,333 |
Deferred real estate deposits | 79,911 | 49,247 |
Accounts payable and accrued expenses | 16,199 | 20,983 |
Pension liabilities | 2,728 | 3,738 |
Secured line of credit | 5,037 | 0 |
Lease liability | 2,149 | 0 |
Total liabilities | 273,370 | 197,301 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 37,603,133 and 37,161,068 shares issued at September 30, 2019 and December 31, 2018, respectively; 31,904,383 and 31,647,284 shares outstanding at September 30, 2019 and December 31, 2018, respectively | 376 | 372 |
Additional paid-in capital | 133,867 | 132,831 |
Treasury stock (5,698,750 and 5,513,784 shares at September 30, 2019 and December 31, 2018, respectively) | (55,527) | (54,758) |
Accumulated other comprehensive loss | (4,820) | (3,518) |
Accumulated deficit | (21,083) | (15,466) |
Total stockholders' equity | 52,813 | 59,461 |
Total liabilities and stockholders' equity | 326,183 | 256,762 |
Blank Check Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 2 | 2 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Special Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Special Stock, Shares Authorized | 1 | 1 |
Special Stock, Shares Issued | 1 | 1 |
Special Stock, Shares Outstanding | 1 | 1 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 |
Common Stock, Shares, Issued | 37,603,133 | 37,161,068 |
Common Stock, Shares, Outstanding | 31,904,383 | 31,647,284 |
Treasury Stock, Shares | 5,698,750 | 5,513,784 |
Blank Check Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Rental revenues | $ 946 | $ 1,298 | $ 3,520 | $ 2,368 |
Total revenues | 946 | 1,298 | 3,520 | 2,368 |
Operating Expenses | ||||
Property operating expenses | 1,191 | 598 | 2,687 | 1,167 |
Real estate taxes | 90 | 85 | 264 | 244 |
General and administrative | 1,286 | 1,280 | 3,971 | 4,117 |
Pension related costs | 183 | 50 | 549 | 150 |
Transaction related costs | 29 | 170 | 166 | 170 |
Depreciation and amortization | 600 | 1,193 | 2,377 | 1,837 |
Total operating expenses | 3,379 | 3,376 | 10,014 | 7,685 |
Operating loss | (2,433) | (2,078) | (6,494) | (5,317) |
Equity in net loss from unconsolidated joint venture | (218) | (236) | (626) | (492) |
Interest income, net | 14 | 36 | 53 | 182 |
Loss before tax expense | (2,637) | (2,278) | (7,067) | (5,627) |
Tax expense | (8) | (26) | (199) | (76) |
Net loss attributable to common stockholders | $ (2,645) | $ (2,304) | $ (7,266) | $ (5,703) |
Loss per share - basic and diluted | $ (0.08) | $ (0.07) | $ (0.23) | $ (0.18) |
Weighted average number of common shares - basic and diluted | 31,953 | 31,639 | 31,896 | 31,594 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2017 | $ 368,000 | $ 130,897,000 | $ (53,666,000) | $ (7,577,000) | $ (2,732,000) | $ 67,290,000 |
Balance (in shares) at Dec. 31, 2017 | 36,803 | (5,351) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (1,558,000) | 0 | (1,558,000) |
Settlement of stock awards | $ 2,000 | 0 | $ (543,000) | 0 | 0 | (541,000) |
Settlement of stock awards (in shares) | 182 | (79) | ||||
Stock-based compensation expense | $ 0 | 538,000 | $ 0 | 0 | 0 | 538,000 |
Balance at Mar. 31, 2018 | $ 370,000 | 131,435,000 | $ (54,209,000) | (9,135,000) | (2,732,000) | 65,729,000 |
Balance (in shares) at Mar. 31, 2018 | 36,985 | (5,430) | ||||
Balance at Dec. 31, 2017 | $ 368,000 | 130,897,000 | $ (53,666,000) | (7,577,000) | (2,732,000) | 67,290,000 |
Balance (in shares) at Dec. 31, 2017 | 36,803 | (5,351) | ||||
Net loss attributable to common stockholders | (5,703,000) | |||||
Unrealized loss on pension liability | 0 | |||||
Balance at Sep. 30, 2018 | $ 372,000 | 132,378,000 | $ (54,746,000) | (13,280,000) | (2,732,000) | 61,992,000 |
Balance (in shares) at Sep. 30, 2018 | 37,156 | (5,512) | ||||
Balance at Mar. 31, 2018 | $ 370,000 | 131,435,000 | $ (54,209,000) | (9,135,000) | (2,732,000) | 65,729,000 |
Balance (in shares) at Mar. 31, 2018 | 36,985 | (5,430) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (1,841,000) | 0 | (1,841,000) |
Settlement of stock awards | $ 1,000 | 0 | $ (515,000) | 0 | 0 | (514,000) |
Settlement of stock awards (in shares) | 161 | (78) | ||||
Stock-based compensation expense | $ 0 | 480,000 | $ 0 | 0 | 0 | 480,000 |
Balance at Jun. 30, 2018 | $ 371,000 | 131,915,000 | $ (54,724,000) | (10,976,000) | (2,732,000) | 63,854,000 |
Balance (in shares) at Jun. 30, 2018 | 37,146 | (5,508) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,304,000) | 0 | (2,304,000) |
Settlement of stock awards | $ 1,000 | 0 | $ (22,000) | 0 | 0 | (21,000) |
Settlement of stock awards (in shares) | 10 | (4) | ||||
Stock-based compensation expense | $ 0 | 463,000 | $ 0 | 0 | 0 | 463,000 |
Balance at Sep. 30, 2018 | $ 372,000 | 132,378,000 | $ (54,746,000) | (13,280,000) | (2,732,000) | 61,992,000 |
Balance (in shares) at Sep. 30, 2018 | 37,156 | (5,512) | ||||
Balance at Dec. 31, 2018 | $ 372,000 | 132,831,000 | $ (54,758,000) | (15,466,000) | (3,518,000) | 59,461,000 |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,213,000) | 0 | (2,213,000) |
Settlement of stock awards | $ 3,000 | 0 | $ (566,000) | 0 | 0 | (563,000) |
Settlement of stock awards (in shares) | 329 | (134) | ||||
Unrealized loss on pension liability | $ 0 | 0 | $ 0 | 1,649,000 | (1,533,000) | 116,000 |
Stock-based compensation expense | 0 | 332,000 | 0 | 0 | 0 | 332,000 |
Balance at Mar. 31, 2019 | $ 375,000 | 133,163,000 | $ (55,324,000) | (16,030,000) | (5,051,000) | 57,133,000 |
Balance (in shares) at Mar. 31, 2019 | 37,490 | (5,648) | ||||
Balance at Dec. 31, 2018 | $ 372,000 | 132,831,000 | $ (54,758,000) | (15,466,000) | (3,518,000) | 59,461,000 |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) | ||||
Net loss attributable to common stockholders | (7,266,000) | |||||
Unrealized loss on pension liability | (346,000) | |||||
Balance at Sep. 30, 2019 | $ 376,000 | 133,867,000 | $ (55,527,000) | (21,083,000) | (4,820,000) | 52,813,000 |
Balance (in shares) at Sep. 30, 2019 | 37,603 | (5,699) | ||||
Balance at Mar. 31, 2019 | $ 375,000 | 133,163,000 | $ (55,324,000) | (16,030,000) | (5,051,000) | 57,133,000 |
Balance (in shares) at Mar. 31, 2019 | 37,490 | (5,648) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,408,000) | 0 | (2,408,000) |
Settlement of stock awards | $ 1,000 | 0 | $ (203,000) | 0 | 0 | (202,000) |
Settlement of stock awards (in shares) | 109 | (51) | ||||
Unrealized loss on pension liability | $ 0 | 0 | $ 0 | 0 | 115,000 | 115,000 |
Stock-based compensation expense | 0 | 351,000 | 0 | 0 | 0 | 351,000 |
Balance at Jun. 30, 2019 | $ 376,000 | 133,514,000 | $ (55,527,000) | (18,438,000) | (4,936,000) | 54,989,000 |
Balance (in shares) at Jun. 30, 2019 | 37,599 | (5,699) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,645,000) | 0 | (2,645,000) |
Settlement of stock awards | $ 0 | 0 | $ 0 | 0 | 0 | |
Settlement of stock awards (in shares) | 4 | 0 | ||||
Unrealized loss on pension liability | $ 0 | 0 | $ 0 | 0 | 116,000 | 116,000 |
Stock-based compensation expense | 0 | 353,000 | 0 | 0 | 0 | 353,000 |
Balance at Sep. 30, 2019 | $ 376,000 | $ 133,867,000 | $ (55,527,000) | $ (21,083,000) | $ (4,820,000) | $ 52,813,000 |
Balance (in shares) at Sep. 30, 2019 | 37,603 | (5,699) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to common stockholders | $ (7,266) | $ (5,703) |
Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities: | ||
Depreciation and amortization | 2,377 | 1,837 |
Amortization of deferred financing costs | 0 | 238 |
Stock-based compensation expense | 675 | 970 |
Deferred rents receivable | (33) | (18) |
Equity in net loss from unconsolidated joint venture | 626 | 492 |
Distribution from unconsolidated joint venture | 33 | 260 |
Other non-cash adjustments - pension expense | 346 | 0 |
(Increase) decrease in operating assets: | ||
Receivables, net | (73) | 46 |
Prepaid expenses and other assets, net | 476 | (1,253) |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued expenses | 1,088 | 917 |
Pension liabilities | (1,010) | (1,080) |
Net cash used in operating activities | (2,761) | (3,294) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (71,484) | (116,328) |
Deferred real estate deposits | 30,664 | 37,255 |
Net cash used in investing activities | (40,820) | (79,073) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans | 42,448 | 78,263 |
Proceeds from secured line of credit | 5,037 | 0 |
Payment of finance costs | (148) | (1,804) |
Settlement of stock awards | (765) | (1,076) |
Net cash provided by financing activities | 46,572 | 75,383 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 2,991 | (6,984) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 14,025 | 24,189 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 17,016 | 17,205 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 11,496 | 15,273 |
RESTRICTED CASH, BEGINNING OF PERIOD | 2,529 | 8,916 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 14,025 | 24,189 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,705 | 14,620 |
RESTRICTED CASH, END OF PERIOD | 11,311 | 2,585 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 17,016 | 17,205 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 9,072 | 3,921 |
Cash paid during the period for: Taxes | 312 | 2 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued development costs included in accounts payable and accrued expenses | 10,864 | 9,546 |
Capitalized amortization of deferred financing costs and lease commissions | 2,105 | 1,251 |
Capitalized stock-based compensation expense | 362 | 511 |
Right of use asset | 1,986 | 0 |
Lease liabilities | $ (2,149) | $ 0 |
Business
Business | 9 Months Ended |
Sep. 30, 2019 | |
Business | |
Business | Note 1 – Business Overview Trinity Place Holdings Inc. (“Trinity,” “we,” “our,” or “us”) is a real estate holding, investment and asset management company. Our business is primarily to acquire, invest in, own, manage, develop or redevelop and sell real estate assets and/or real estate related securities. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”). 77 Greenwich was a vacant building that was demolished and is under development as a mixed-use project consisting of a residential condominium tower, retail space and a New York City elementary school. We also own a newly built 105‑unit, 12‑story multi-family property located at 237 11 th Street, Brooklyn, New York (“237 11 th ”), acquired in May 2018, and, through a joint venture, a 50% interest in a newly built 95‑unit multi-family property, known as The Berkley, located at 223 North 8 th Street, Brooklyn, New York, as well as a retail strip center located in West Palm Beach, Florida, and a property occupied by a retail tenant in Paramus, New Jersey. We continue to evaluate new investment opportunities. We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including our on-line marketplace at FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $245.4 million of federal net operating loss carryforwards (“NOLs”) at September 30, 2019, which can be used to reduce our future taxable income and capital gains. Trinity is the successor to Syms, which also owned Filene’s Basement. Syms and its subsidiaries filed for relief under the United States Bankruptcy Code in 2011. In September 2012, the Syms Plan of Reorganization (the “Plan”) became effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation. We completed our final payment and reserve obligations under the Plan in March 2016. On January 18, 2018, Syms and certain of its subsidiaries (together, the “Reorganized Debtors”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a motion (the “Motion”) for entry of a final decree (the “Final Decree”) (i) closing the chapter 11 cases of the Reorganized Debtors; (ii) terminating the services of the claims and noticing agent; and (iii) retaining the Bankruptcy Court’s jurisdiction as provided for in the Plan, including to enforce or interpret its own orders pertaining to the chapter 11 cases including, but not limited to, the Plan and Final Decree. On the same date, the Reorganized Debtors filed a Final Report in support of the Motion. On February 6, 2018, the Bankruptcy Court entered the Final Decree pursuant to which the chapter 11 cases of the Reorganized Debtors were closed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with our December 31, 2018 audited consolidated financial statements, as previously filed with the SEC in our 2018 Annual Report on Form 10‑K (the “2018 Annual Report”), and other public information. a. The condensed consolidated financial statements include our accounts and those of our subsidiaries which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings or losses of our unconsolidated joint venture, The Berkley, is included in our condensed consolidated statements of operations (see Note 12 – Investment in Unconsolidated Joint Venture for further information). All significant intercompany balances and transactions have been eliminated. We consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2019, we did not have any interests in VIEs. We assess the accounting treatment for joint venture investments, which includes a review of the joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For potential VIEs, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance. In situations where we and our partner equally share authority, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. b. We account for our investment in an unconsolidated joint venture, The Berkley, under the equity method of accounting (see Note 12 - Investment in Unconsolidated Joint Venture for further information). We also assess our investment in our unconsolidated joint venture for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint ventures’ projected cash flows. We do not believe that the value of our equity investment was impaired at either September 30, 2019 or December 31, 2018. c. - 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. Accordingly, actual results could differ from those estimates. d. - We operate in one reportable segment, commercial real estate. e. - Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. We hold substantially all of our cash and cash equivalents in banks. Such cash balances at times exceed federally insured limits. f. - Real estate assets are stated at historical cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the useful life of an asset are charged to operations as incurred. Depreciation and amortization are determined using the straight-line method over the estimated useful lives as described in the table below: Category Terms Building and building improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life Furniture and fixtures 5 - 8 years Tax abatement 15 - 25 years g. - We capitalize certain costs related to the development and redevelopment of real estate including initial project acquisition costs, pre-construction costs and construction costs for each specific property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and compensation and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begin when the activities and related expenditures commence, and ceases when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity at which time the project is placed in service and depreciation commences. Revenue earned under short-term license agreements at properties under development is offset against these capitalized costs. h.. - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases, if any, in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows, excluding interest charges, from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. No provision for impairment was recorded during the nine months ended September 30, 2019 or 2018,respectively. i. - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820‑10‑35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. j. - Cash and cash equivalents include securities with original maturities of three months or less when purchased. k. Restricted cash represents amounts required to be restricted under our loan agreements, letters of credit (see Note 5 - Loans Payable and Secured Line of Credit for further information) and tenant related security deposits. l. - Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective lease, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, retail leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. As lessor, we have elected to combine the lease and non-lease component in accordance with ASC Topic 842 when reporting revenue. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the condensed consolidated statements of operations as “rental revenues.” Also, these reimbursements of expenses are recognized as revenue in the period the expenses are incurred. We make estimates of the collectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts has been provided against certain tenant accounts receivable that are estimated to be uncollectible. Once the amount is ultimately deemed to be uncollectible, it is written off. m. – We have granted stock-based compensation, which is described below in Note 11 – Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services and ASU No. 2018‑07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting,” which provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. Under the provisions of ASC 718‑10‑35, stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the related vesting periods. n. - We account for income taxes under the asset and liability method as required by the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. ASC 740‑10‑65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740‑10‑65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740‑10‑65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both September 30, 2019 and December 31, 2018, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2019, our tax returns for the prior three years are subject to review by the Internal Revenue Service. On December 22, 2017, the President of the United States signed into law P.L. 115‑97, commonly referred to as the U.S. Tax Cuts and Jobs Act (the “TCJA”). The TCJA modified several provisions of the Internal Revenue Code related to corporations, including a permanent corporate income tax rate reduction from 35% to 21%, effective January 1, 2018. See Note 9 – Income Taxes for additional detail on our accounting for income taxes, including additional discussion on the enactment of the TCJA. We are subject to certain federal, state and local income and franchise taxes. o. - We present both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Shares issuable as restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the periods presented. p. – Capitalized and deferred finance costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for mortgage financing which result in a closing of such financing. These costs are being offset against loans payable in the condensed consolidated balance sheets for mortgage financings and had a balance of $3.5 million and $5.1 million at September 30, 2019 and December 31, 2018, respectively. Costs for our secured line of credit are included in prepaid expenses and other assets, net and had a balance of $34,000 and $77,000 at September 30, 2019 and December 31, 2018, respectively. Deferred finance costs are amortized over the terms of the related financing arrangements. Unamortized deferred finance costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. q. – Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized to depreciation and amortization on a straight-line basis over the related lease term. r. – Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in capital in stockholders’ equity. s. Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. The reclassifications, which include, but are not limited to, “rental revenues” and “tenant reimbursements” for the three months ended September 30, 2018 of $1.2 million and $110,000, respectively, and “rental revenues” and “tenant reimbursements” for the nine months ended September 30, 2018 of $2.0 million and $347,000, respectively, were combined into rental revenues on our condensed consolidated statements of operations in accordance with ASC Topic 842. Accounting Standards Updates In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018‑13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This amendment removed, modified and added the disclosure requirements under Topic 820. The changes are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for the removed or modified disclosures with adoption of the additional disclosures upon the effective date. We have not yet adopted this new guidance and do not expect a material impact on our financial position, results of operations or cash flows when the new standard is implemented. In August 2017, the FASB issued ASU No. 2017‑12, “Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities.” The amendments in this standard permits more flexibility in hedging interest rate risk for both variable-rate and fixed-rate financial instruments. The standard will also enhance the presentation of hedge results in the financial statements. The adoption of this guidance, effective January 1, 2019, did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016‑02, “Leases.” ASU 2016‑02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and direct financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard discussed above. We have no sales-type leases. As lessee, we are party to an office lease with a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 8 - Commitments), and as such we recorded right-of-use assets and corresponding lease liabilities upon the adoption of ASU 2016‑02 on January 1, 2019 in this amount. In July 2018, the FASB issued ASU 2018‑11, “Leases (Topic 842) – Targeted Improvements,” which provides an optional transition method of applying the new leases standard at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have elected this optional transition method although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we have elected the ‘package or practical expedients’ approach which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate, Net | |
Real Estate, Net | Note 3 – Real Estate, Net As of September 30, 2019 and December 31, 2018, real estate, net, includes the following (in thousands): September 30, December 31, 2019 2018 Real estate under development $ 204,988 $ 137,666 Building and building improvements 47,187 47,190 Tenant improvements 1,653 731 Furniture and fixtures 694 694 Land and land improvements 30,391 30,391 284,913 216,672 Less: accumulated depreciation 4,940 3,608 $ 279,973 $ 213,064 Real estate under development as of September 30, 2019 and December 31, 2018 included 77 Greenwich and the Paramus, New Jersey property. Building and building improvements, tenant improvements and land and land improvements included 237 11 th and the West Palm Beach, Florida property. Furniture and fixtures included 237 11 th as of September 30, 2019 and December 31, 2018. Depreciation expense amounted to approximately $402,000 and $424,000 for the three months ended September 30, 2019 and 2018, respectively, and $1.3 million and $754,000 for the nine months ended September 30, 2019 and 2018, respectively, In May 2018, we closed on the acquisition of 237 11 th , a newly built 105‑unit, 12‑story multi-family apartment building located at 237 11 th Street, Brooklyn, New York for a purchase price of $81.2 million, excluding transaction costs of approximately $0.7 million. The acquisition was funded through acquisition financing and cash on hand. Due to certain construction defects that resulted in water penetration into the building and damage to certain apartment units and other property, we have submitted a property and casualty claim for business interruption (lost revenue), property damage and the related remediation costs. We have also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from the defective construction. Management expects to recover the cost to repair the property (or some portion thereof) through the litigation and insurance claim, although the insurance provider has not yet made the claim determination and the damages that may be recoverable in litigation are uncertain at this early stage of the litigation. Until the litigation and insurance claims are resolved, there will be significant cash outflows for repairs and remediation costs which commenced in September 2019. Management continues to pro-actively manage the leasing at the property. Occupancy continues to decrease as tenants vacate due to the ongoing remediation work. The residential portion of the property was approximately 45.7% leased at September 30, 2019. We allocate the purchase price of real estate to land and land improvements and building and building improvements (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above-market and below-market leases, real estate tax abatements and origination costs associated with the in-place leases. We depreciate the amount allocated to building and building improvements (inclusive of tenant improvements) over their estimated useful lives, which generally range from one year to 27.5 years. We amortize the amount allocated to values associated with real estate tax abatement over the estimated period of benefit which is 15 years for 237 11 th . We amortize the amount allocated to the above-market and below-market leases over the remaining term of the associated lease, which generally range from one to two years, and record it as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental revenue. We amortize the amount allocated to the values associated with in-place leases over the expected term of the associated lease, which generally range from one to two years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. Through a wholly-owned subsidiary, we entered into an agreement with the New York City School Construction Authority (the "SCA"), whereby we will construct a school that will be sold to the SCA as part of our condominium development at 77 Greenwich. Pursuant to the agreement, the SCA will pay us $41.5 million for the purchase of their condominium unit and reimburse us for the costs associated with constructing the school (including a construction supervision fee of approximately $5.0 million to us). Payments for construction are being made by the SCA to the general contractor in installments as construction on their condominium progresses. Payments to us for the land and construction supervision fee commenced in January 2018 and continued through October 2019 for the land and will continue through 2020 for the construction supervision fee. As of September 30, 2019, we have received an aggregate of $42.2 million of payments from the SCA, including the construction supervision fee. We have also received an aggregate of $38.3 million in reimbursable construction costs from the SCA through September 30, 2019. The payments and reimbursements have been recorded as deferred real estate deposits on the condensed consolidated balance sheets. Upon Substantial Completion, as defined in our agreement with the SCA, the SCA will close on the purchase of the school condominium unit from us, which is anticipated to occur during the fourth quarter 2019, at which point title will transfer to the SCA. Under the agreement, we are required to substantially complete construction of the school by September 6, 2023. To secure our obligations with the SCA, the 77 Greenwich property has been ground leased to the SCA and leased back to us until title to the school is transferred to the SCA. We have also guaranteed certain obligations with respect to the construction of the school. The ultimate sale of the school condominium unit will be recognized when control of the asset is transferred to the buyer. This generally will include transfer of title of the school condominium, which is expected to occur in the fourth quarter of 2019. As payments from the SCA are received, the amounts will be recorded on the balance sheets as deferred real estate deposits until sales criteria are satisfied in accordance with ASU No. 2017-05, “Other Income-Gains and Losses from the De-recognition of Nonfinancial Assets (Subtopic 610-20),” which added guidance for partial sales of nonfinancial assets, including partial sales of real estate, eliminated rules specifically addressing sales of real estate, removed exceptions to the financial asset derecognition model, and clarified the accounting for contributions of non-financial assets to joint ventures. The residential condominium units and construction of a new handicapped accessible subway entrance at 77 Greenwich are currently scheduled to be completed by the end of 2020. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Prepaid Expenses and Other Assets, Net | |
Prepaid Expenses and Other Assets, Net | Note 4 – Prepaid Expenses and Other Assets, Net As of September 30, 2019 and December 31, 2018, prepaid expenses and other assets, net, include the following (in thousands): September 30, December 31, 2019 2018 Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 879 1,616 Lease commissions 1,565 1,309 Other 2,084 2,052 6,618 7,067 Less: accumulated amortization 4,477 3,569 $ 2,141 $ 3,498 |
Loans Payable and Secured Line
Loans Payable and Secured Line of Credit | 9 Months Ended |
Sep. 30, 2019 | |
Loans Payable and Secured Line of Credit | |
Loans Payable and Secured Line of Credit | Note 5 – Loans Payable and Secured Line of Credit Loans Payable 237 11 th Loans In May 2018, in connection with the acquisition of 237 11 th , wholly owned subsidiaries of ours entered into two-year interest-only financings with an aggregate principal amount of $67.8 million, comprised of a $52.4 million mortgage loan with Canadian Imperial Bank of Commerce and a $15.4 million mezzanine loan with RCG LV Debt VI REIT, LLC (the “237 11 th Loans”), bearing interest at a blended average rate of 3.72% over the 30-day LIBOR, each with a one year extension option upon satisfaction of certain conditions. The 237 11 th Loans are non-recourse to us except for environmental indemnity agreements, certain non-recourse carve-out and carry guaranties covering among other things interest and operating expenses, and in the case of the mortgage loan, a guaranty of 25% of the principal amount, decreasing to 10% of the principal balance upon the debt yield ratio becoming equal to or greater than 7.0%. The effective interest rate at September 30, 2019 and December 31, 2018 was approximately 5.74% and 6.22%, respectively. The 237 11 th Loans are prepayable at any time in whole, provided that prepayment of the mortgage loan must be accompanied by prepayment of the mezzanine loan, and under certain circumstances in part, upon payment, in the case of the mortgage loan, of a 0.50% deferred commitment fee (unless the loan is refinanced with the mortgage lender in which case no such fee is payable), and, in the case of the mezzanine loan, with no fee. The collateral for the 237 11 th mortgage loan is the fee interest of our subsidiary in 237 11 th and the collateral for the 237 11 th mezzanine loan is our equity interests in the mortgage loan borrower. The 237 11 th Loans require us to comply with various customary affirmative and negative covenants and provide for certain events of default, the occurrence of which would permit the lenders to declare the 237 11 th Loans due and payable, among other remedies. As of September 30, 2019, we were in compliance with all covenants of the 237 11 th Loans. 77 Greenwich Construction Facility On December 22, 2017, a wholly-owned subsidiary of ours closed on a $189.5 million construction facility for 77 Greenwich (the “77 Greenwich Construction Facility”) with Massachusetts Mutual Life Insurance Company as lender and administrative agent (the “Lender”). We will draw down proceeds as costs related to the construction are incurred for 77 Greenwich over the next few years for the construction of the new mixed-use building containing approximately 300,000 square feet of gross floor area. The plans call for the development of 90 luxury residential condominium apartments, 7,500 square feet of street level retail space, a 476‑seat elementary school serving New York City District 2, including the adaptive reuse of the landmarked Robert and Anne Dickey House, and construction of a new handicapped accessible subway entrance on Trinity Place. There was an outstanding balance of approximately $92.8 million and $51.5 million on the 77 Greenwich Construction Facility at September 30, 2019 and December 31, 2018, respectively, of which at September 30, 2019, $7.0 million is collateralizing letters of credit securing our obligation with the New York City MTA to build the subway entrance. The 77 Greenwich Construction Facility has a four-year term with one extension option for an additional year under certain circumstances. The collateral for the 77 Greenwich Construction Facility is the borrower’s fee interest in 77 Greenwich, which is the subject of a mortgage in favor of the Lender. The 77 Greenwich Construction Facility bears interest on amounts drawn at a rate per annum equal to the greater of (i) LIBOR plus 8.25% and (ii) 9.25%. The effective interest rate at September 30, 2019 and December 31, 2018 was 10.27% and 10.60%, respectively. The 77 Greenwich Construction Facility provides for certain interest payments to be advanced as an interest holdback and to the extent that the cash flow from 77 Greenwich is insufficient to pay the interest payments then due and payable, funds in the interest holdback will be applied by the Lender as a disbursement to the borrower to make the monthly interest payments on the 77 Greenwich Construction Facility, subject to certain conditions. The 77 Greenwich Construction Facility may be prepaid in part in certain circumstances such as in the event of the sale of residential and retail condominium units. Pursuant to the 77 Greenwich Construction Facility, we are required to achieve completion of the construction work and the improvements for the project on or before a completion date that is forty-two (42) months following the closing of the 77 Greenwich Construction Facility, subject to certain exceptions. In connection with the 77 Greenwich Construction Facility, we executed certain guaranties and environmental indemnities, including a recourse guaranty under which we are required to satisfy certain net worth and liquidity requirements including the Company maintaining liquidity of at least $15.0 million, consisting of unrestricted cash and, for up to 50% of the requirement, qualified lines of credit, and additional customary affirmative and negative covenants for loans of this type and our agreements with the SCA. As a result of timing issues arising principally from a delay in the sale of our West Palm Beach, Florida property which was anticipated to occur in August 2019 and the MTA not releasing certain letters of credit required pursuant to our agreement with them, despite the MTA delaying the required work, the Company did not satisfy the liquidity requirement under the recourse guaranty as of September 30, 2019, which in turn constituted an event of default under the facility. The Lender agreed to forbear for the fourth quarter of 2019, and waive the event of default, during which time the sale of the West Palm Beach, Florida property, whose contract was effective as of October 9, 2019, is anticipated to be completed, as described in Note 13 - Subsequent Events. In addition, the liquidity requirement will decrease to $10.0 million upon transfer of the school condominium to the SCA, which is anticipated to occur during the fourth quarter of 2019. We also entered into certain completion and other guarantees with the Lender and the SCA in connection with the 77 Greenwich Construction Facility. As of September 30, 2019, we were in compliance with all other covenants of the 77 Greenwich Construction Facility. On December 22, 2017, we entered into an interest rate cap agreement as required under the 77 Greenwich Construction Facility. The interest rate cap agreement provides the right to receive cash if the reference interest rate rises above a contractual rate. We paid a premium of approximately $393,000 for the 2.5% interest rate cap on the 30‑day LIBOR rate on a notional amount of $189.5 million. The fair value of the interest rate cap as of September 30, 2019 and December 31, 2018 was approximately $2,000 and $497,000, respectively, and is recorded in prepaid expenses and other assets, net in our condensed consolidated balance sheets. We did not designate this interest rate cap as a hedge and are recognizing the change in estimated fair value in interest expense. During the nine months ended September 30, 2019, the approximate $495,000 change in value of this instrument had been recorded as interest expense and subsequently capitalized to real estate, net. West Palm Beach, Florida Loan On May 11, 2016, our subsidiary that owns our West Palm Beach, Florida property, commonly known as The Shoppes at Forest Hill, entered into a loan agreement with Citizens Bank, National Association, as lender (the “WPB Lender”), pursuant to which the WPB Lender agreed to provide a loan in the amount of up to $12.6 million, subject to the terms and conditions as set forth in the loan agreement (the “WPB Loan”). $9.1 million was borrowed at closing. The WPB Loan requires interest-only payments and bears interest at 30-day LIBOR plus 230 basis points. The effective interest rate was 4.32% as of September 30, 2019 and 4.80% as of December 31, 2018. The WPB Loan, which was scheduled to mature on May 11, 2019, is subject to extension until May 11, 2021 under certain circumstances, and can be prepaid at any time, in whole or in part, without premium or penalty. On May 7, 2019, we extended the maturity date of the WPB Loan to May 11, 2020 pursuant to our first extension option. We have drawn down approximately $1.2 million of the $3.5 million available commitment primarily as reimbursement for leasing related capital spent at the property over the past three years. The balance of the WPB Loan was $10.3 million and $9.1 million at September 30, 2019 and December 31, 2018, respectively, and $2.3 million remains available to be borrowed under the WPB Loan as of September 30, 2019. The collateral for the WPB Loan is the borrower’s fee interest in the West Palm Beach, Florida property. The WPB Loan requires the borrower to comply with various customary affirmative and negative covenants and provides for certain events of default, the occurrence of which would permit the WPB Lender to declare the WPB Loan due and payable, among other remedies. As of September 30, 2019, we were in compliance with all covenants of the WPB Loan. On May 11, 2016, we entered into an interest rate cap agreement as required under the WPB Loan. The interest rate cap agreement provides the right to receive cash if the reference interest rate rises above a contractual rate. We paid a premium of $14,000 for the 3.0% interest rate cap on the 30‑day LIBOR rate on a notional amount of $9.1 million. The fair value of the interest rate cap was zero as of September 30, 2019 and $1,000 as of December 31, 2018, and was recorded in prepaid expenses and other assets, net in our condensed consolidated balance sheets. We did not designate this interest rate cap as a hedge and are recognizing the change in estimated fair value in interest expense. As discussed above, we are currently under contract to sell the West Palm Beach, Florida property, which, subject to customary closing conditions, is expected to close during the fourth quarter of 2019. In connection with the sale, the WPB Loan will be repaid in full. Secured Line of Credit On February 22, 2017, we entered into two secured lines of credit for an aggregate of $12.0 million, with Sterling National Bank as the lender, which were secured by our properties located in Paramus, New Jersey and Westbury, New York, respectively, and had an original maturity date of February 22, 2018. On August 4, 2017, in connection with the sale of the Westbury, New York property, the $2.9 million line of credit secured by this property, which was undrawn, matured. The remaining $9.1 million line of credit, secured by the Paramus, New Jersey property, was increased to $11.0 million in September 2017, and the maturity date extended to February 22, 2019. The line of credit was further increased to $12.75 million in December 2018 and the maturity date was extended to February 21, 2020. The line of credit, which prior to December 2018 bore interest, for drawn amounts only, at 100 basis points over Prime, as defined in the underlying credit agreement, now bears interest at 200 basis points over the 30‑day LIBOR, and is pre-payable at any time without penalty. A portion of the line of credit is subject to an unused fee. This secured line of credit had an outstanding balance of $5.0 million and an effective interest rate of 4.02% as of September 30, 2019. As of December 31, 2018 the line of credit was undrawn. Interest Consolidated interest income, net includes the following (in thousands): Three Three Nine Nine Months Months Months Months Ended September Ended September Ended September Ended September 30, 2019 30, 2018 30, 2019 30, 2018 Interest expense $ 3,525 $ 2,064 $ 9,905 $ 3,912 Interest capitalized (3,525) (2,064) (9,905) (3,912) Interest income (14) (36) (53) (182) Interest income, net $ (14) $ (36) $ (53) $ (182) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 6 – Fair Value Measurements The fair value of our financial instruments are determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). The fair values of cash and cash equivalents, receivables, net, accounts payable and accrued expenses, and other liabilities approximated their carrying value because of their short-term nature. The fair value of the loans payable and the secured line of credit approximated their carrying value as they are variable-rate instruments. |
Pension Plans
Pension Plans | 9 Months Ended |
Sep. 30, 2019 | |
Pension Plans | |
Pension Plans | Note 7 – Pension Plans Defined Benefit Pension Plan Our predecessor, Syms, sponsored a defined benefit pension plan for certain eligible employees not covered under a collective bargaining agreement. The pension plan was frozen effective December 31, 2006. As of September 30, 2019 and December 31, 2018, we had a recorded liability of $2.4 and $2.8 million, respectively, which is included in pension liabilities on the accompanying condensed consolidated balance sheets. This liability represents the estimated cost to us of terminating the plan in a standard termination, which would require us to make additional contributions to the plan so that the assets of the plan are sufficient to satisfy all benefit liabilities. We currently plan to maintain the Syms pension plan and make all contributions required under applicable minimum funding rules; however, we may terminate it at any time. In the event we terminate the plan, we intend that any such termination shall be a standard termination. Although we have accrued the liability associated with a standard termination, we have not taken any steps to commence such a termination and have made no commitment to do so by a certain date. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $4.9 million to the Syms sponsored plan from September 17, 2012 through September 30, 2019. Historically, we have funded this plan in the third quarter of the calendar year. We funded $400,000 and $470,000 to the Syms sponsored plan during the nine months ended September 30, 2019 and 2018, respectively. Multiemployer Pension Plans Certain employees covered by collective bargaining agreements participated in various multiemployer pension plans. Syms ceased to have an obligation to contribute to these plans in 2012, thereby triggering a complete withdrawal from the plans within the meaning of section 4203 of the Employee Retirement Income Security Act of 1974. Consequently, we are subject to the payment of a withdrawal liability to one of these pension funds. We have a liability of approximately $312,000 and $922,000 as of September 30, 2019 and December 31, 2018, respectively, related to this plan which is included in pension liabilities on the accompanying condensed consolidated balance sheets. We are required to make quarterly distributions in the amount of approximately $203,000 until this liability is completely paid to the multiemployer plan by the end of the first quarter of 2020. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $6.6 million to the various multiemployer plans from September 17, 2012 through September 30, 2019, of which approximately $610,000 was funded to the remaining multiemployer plan during each of the nine month periods ended September 30, 2019 and 2018. We currently anticipate that our final payment, of approximately $109,000, will be made on or around January 2020. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2019 | |
Commitments | |
Commitments | Note 8 – Commitments a. Leases – The lease for our corporate office located at 340 Madison Avenue, New York, New York expires on March 31, 2025. Rent expense paid for this operating lease was approximately $110,000 and $329,000 for the three and nine months ended September 30, 2019, respectively, and $110,000 and $238,000 for the three and nine months ended September 30, 2018, respectively. The remaining lease obligation for our corporate office is approximately $2.5 million. b. Legal Proceedings - In the normal course of business, we are party to routine legal proceedings. Based on available information and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position. Additionally, as discussed above in Note 1 to our condensed consolidated financial statements, as of February 2018, we no longer operate under the Plan approved in connection with the resolution of the chapter 11 cases involving Syms and its subsidiaries. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
Income Taxes | Note 9 – Income Taxes Effects of the Tax Cuts and Jobs Act On December 22, 2017, the TCJA was signed into U.S. law. ASC Topic 740, Accounting for Income Taxes, required companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions of the law, January 1, 2018. As part of the TCJA, the U.S. corporate income tax rate applicable to us decreased from 35% to 21%. Pursuant to the TCJA, alternative minimum tax (“AMT”) credit carryforwards will be eligible for a 50% refund in tax years 2018 through 2020. Beginning in tax year 2021, any remaining AMT credit carryforwards would be 100% refundable. As a result of these new regulations, as of December 31, 2017, we had released the valuation allowance of $3.1 million formerly reserved against our AMT credit carryforwards and we had recorded a tax benefit and refund receivable of $3.1 million in connection with this valuation allowance release, which is included in receivables, net on the condensed consolidated balance sheets. We received approximately $1.6 million of the refund receivable in October 2019. Other significant provisions that are not yet effective but may impact income taxes in future years include, but are not limited to, an exemption from U.S. tax on dividends of future foreign earnings, limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income and a limitation of net operating losses arising in tax years beginning after December 31, 2017 to 80% of taxable income. Other At September 30, 2019, we had federal NOLs of approximately $245.4 million. These NOLs will expire in years through fiscal 2037. At September 30, 2019, we also had state NOLs of approximately $129.6 million. These NOLs expire in years through 2037. We also had the New York State and New York City prior NOL conversion (“PNOLC”) subtraction pools of approximately $31.1 million and $25.5 million, respectively. The conversion to the PNOLC under the New York State and New York City corporate tax reforms does not have any material tax impact. Based on management’s assessment, we believe it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. In recognition of this risk, we have provided a valuation allowance of $65.4 million and $62.1 million as of September 30, 2019 and December 31, 2018, respectively. If our assumptions change and we determine we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets would be recognized as a reduction of income tax expense and an increase in equity. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10 – Stockholders’ Equity Capital Stock Our authorized capital stock consists of 120,000,000 shares consisting of 79,999,997 shares of common stock, $0.01 par value per share, two (2) shares of preferred stock, $0.01 par value per share (which have been redeemed in accordance with their terms and may not be reissued), one (1) share of special stock, $0.01 par value per share, and 40,000,000 shares of a new class of blank-check preferred stock, $0.01 par value per share. As of September 30, 2019 and December 31, 2018, there were 37,603,133 shares and 37,161,068 shares of common stock issued, respectively, and 31,904,383 shares and 31,647,284 shares of common stock outstanding, respectively, with the difference being held in treasury stock. At-The-Market Equity Offering Program In December 2016, we entered into an "at-the-market" equity offering program (the “ATM Program”), to sell up to an aggregate of $12.0 million of our common stock. During the years ended December 31, 2016 and 2017, we issued 120,299 shares and 2,492 shares, respectively, of our common stock for aggregate gross proceeds of approximately $1.2 million and $23,000, respectively, at a weighted average price of $9.76 and $9.32 per share, respectively. We did not issue any shares through this program in 2018 or 2019. The sale agreement with our broker expired in accordance with its term on June 30, 2019 and was not extended. Preferred Stock We are authorized to issue two shares of preferred stock (one share each of Series A and Series B preferred stock, each of which was automatically redeemed in 2016 and may not be reissued), one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 11 – Stock-Based Compensation Stock Incentive Plan We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “SIP”), effective September 9, 2015. Prior to the adoption of the SIP, we granted restricted stock units (“RSUs”) to our executive officers and employees pursuant to individual agreements. The SIP, which has a ten-year term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. To date, no stock options have been granted under the SIP. The SIP initially authorized the issuance of up to 800,000 shares of common stock. In June 2019, our stockholders approved an amendment and restatement of the SIP, including an increase to the number of shares of common stock available for awards under the SIP by 1,000,000 shares. Our SIP activity as of September 30, 2019 and December 31, 2018 was as follows: Nine Months Ended Year Ended September 30, 2019 December 31, 2018 Weighted Weighted Average Fair Average Fair Number Value at Grant Number Value at Grant of Shares Date of Shares Date Balance available, beginning of period 340,760 — 541,319 — Additional shares approved by stockholders 1,000,000 — — — Granted to employees (237,000) $ 4.30 (176,000) $ 6.49 Granted to non-employee directors (8,718) $ 3.97 (10,223) $ 6.78 Deferred under non-employee director’s deferral program (28,844) $ 3.97 (14,336) $ 6.73 Balance available, end of period 1,066,198 — 340,760 — Restricted Stock Units We grant RSUs to certain employees and executive officers as part of compensation. These grants generally have vesting dates ranging from immediate vest at grant date to three years, with a distribution of shares at various dates ranging from the time of vesting up to seven years after vesting. During the nine months ended September 30, 2019, we granted 237,000 RSUs to certain employees. These RSUs vest and settle at various times over a two or three year period, subject to each employee’s continued employment. Approximately $169,000 and $507,000 in compensation expense related to these shares was amortized during the three and nine months ended September 30, 2019, respectively, of which approximately $62,000 and $187,000 respectively, was capitalized into real estate under development. Total stock-based compensation expense recognized in the condensed consolidated statements of operations during the three months ended September 30, 2019 and 2018 totaled $215,000 and $285,000, respectively, which is net of $121,000 and $161,000 capitalized as part of real estate under development, respectively. Total stock-based compensation expense recognized in the condensed consolidated statements of operations during the nine months ended September 30, 2019 and 2018 totaled $644,000 and $921,000, respectively, which is net of $362,000 and $511,000 capitalized as part of real estate under development, respectively. Our RSU activity was as follows: Nine Months Ended September 30, Year Ended 2019 December 31, 2018 Weighted Weighted Average Fair Average Fair Number Value at Grant Number Value at Grant of Shares Date of Shares Date Non-vested at beginning of period 381,167 $ 6.39 677,734 $ 6.44 Granted RSUs 237,000 $ 4.30 176,000 $ 6.49 Vested (76,500) $ 7.05 (472,567) $ 6.20 Non-vested at end of period 541,667 $ 5.39 381,167 $ 6.39 As of September 30, 2019, there was approximately $851,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2020. During the nine months ended September 30, 2019, we issued 433,347 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 184,966 shares to provide for the employees’ withholding tax liabilities. Director Deferral Program Our Non-Employee Director’s Deferral Program (the “Deferral Program”), as amended in December 2018, allows our non-employee directors to elect to receive the cash portion of their annual compensation in shares of the Company’s common stock, as well as to defer receipt of the portion of their annual board compensation that is paid in equity. Any deferred amounts are paid under the SIP (as is non-employee directors’ annual equity compensation that is not deferred). Compensation deferred under the Deferral Program is reflected by the grant of stock units equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled under the SIP for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that we distribute dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued. As of September 30, 2019, a total of 48,823 stock units have been deferred under the Deferral Program. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Venture | |
Investment in Unconsolidated Joint Venture | Note 12 – Investment in Unconsolidated Joint Venture Through a wholly-owned subsidiary, we own a 50% interest in a joint venture formed to acquire and operate 223 North 8th Street, Brooklyn, New York, a newly constructed 95‑unit multi-family property, known as The Berkley, encompassing approximately 99,000 gross square feet. On December 5, 2016, the joint venture closed on the acquisition of The Berkley through a wholly-owned special purpose entity for a purchase price of $68.885 million, of which $42.5 million was financed through a 10‑year loan (the “Berkley Loan”) secured by The Berkley and the balance was paid in cash (half of which was funded by us). The non-recourse Berkley Loan bears interest at the 30‑day LIBOR rate plus 216 basis points, is interest only for five years, is pre-payable after two years with a 1% prepayment premium and has covenants and defaults customary for a Freddie Mac financing. We and our joint venture partner are joint and several recourse carve-out guarantors under the Berkley Loan pursuant to Freddie Mac’s standard form of guaranty. The effective interest rate was 4.18% at September 30, 2019 and 4.66% at December 31, 2018. This joint venture is a voting interest entity. As we do not control this joint venture, we account for it under the equity method of accounting. The balance sheets for the unconsolidated joint venture at September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, December 31, 2019 2018 (unaudited) (audited) ASSETS Real estate, net $ 50,843 $ 51,802 Cash and cash equivalents 269 201 Restricted cash 418 392 Tenant and other receivables, net 45 39 Prepaid expenses and other assets, net 83 43 Intangible assets, net 11,891 12,293 Total assets $ 63,549 $ 64,770 LIABILITIES Mortgage payable, net $ 41,265 $ 41,135 Accounts payable and accrued expenses 550 583 Total liabilities 41,815 41,718 MEMBERS’ EQUITY Members’ equity 27,169 27,236 Accumulated deficit (5,435) (4,184) Total members’ equity 21,734 23,052 Total liabilities and members’ equity $ 63,549 $ 64,770 Our investment in unconsolidated joint venture $ 10,867 $ 11,526 The statements of operations for the unconsolidated joint venture for the three and nine months ended September 30, 2019 and 2018 are as follows (in thousands): Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 (unaudited) (unaudited) (unaudited) (unaudited) Revenues Rental revenues $ 834 $ 830 $ 2,499 $ 2,648 Total revenues 834 830 2,499 2,648 Operating Expenses Property operating expenses 270 319 715 773 Real estate taxes 12 11 34 34 General and administrative 2 3 7 5 Amortization 134 134 402 402 Depreciation 331 330 992 987 Total operating expenses 749 797 2,150 2,201 Operating income 85 33 349 447 Interest expense, net 478 463 1,471 1,302 Interest expense -amortization of deferred finance costs 43 43 129 129 Net loss $ (436) $ (473) $ (1,251) $ (984) Our equity in net loss from unconsolidated joint venture $ (218) $ (236) $ (626) $ (492) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Subsequent Events | Note 13 – Subsequent Events We entered into a purchase and sale agreement, effective as of October 9, 2019, pursuant to which we will sell our West Palm Beach, Florida property for a purchase price of $19.6 million, excluding transaction costs. The purchaser has funded a hard deposit of $550,000. The sale is expected to close during the fourth quarter of 2019, subject to customary closing conditions. Upon closing of the sale, we will repay the WPB Loan. We have performed subsequent event procedures through the date the condensed consolidated financial statements were available to be issued, and there were no additional subsequent events requiring adjustment to, or disclosure in, the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with our December 31, 2018 audited consolidated financial statements, as previously filed with the SEC in our 2018 Annual Report on Form 10‑K (the “2018 Annual Report”), and other public information. |
Principles of Consolidation | a. The condensed consolidated financial statements include our accounts and those of our subsidiaries which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings or losses of our unconsolidated joint venture, The Berkley, is included in our condensed consolidated statements of operations (see Note 12 – Investment in Unconsolidated Joint Venture for further information). All significant intercompany balances and transactions have been eliminated. We consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2019, we did not have any interests in VIEs. We assess the accounting treatment for joint venture investments, which includes a review of the joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For potential VIEs, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance. In situations where we and our partner equally share authority, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. |
Investments in Unconsolidated Joint Ventures | b. We account for our investment in an unconsolidated joint venture, The Berkley, under the equity method of accounting (see Note 12 - Investment in Unconsolidated Joint Venture for further information). We also assess our investment in our unconsolidated joint venture for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint ventures’ projected cash flows. We do not believe that the value of our equity investment was impaired at either September 30, 2019 or December 31, 2018. |
Use of Estimates | c. - 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. Accordingly, actual results could differ from those estimates. |
Reportable Segments | d. - We operate in one reportable segment, commercial real estate. |
Concentrations of Credit Risk | e. - Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. We hold substantially all of our cash and cash equivalents in banks. Such cash balances at times exceed federally insured limits. |
Real Estate | f. - Real estate assets are stated at historical cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the useful life of an asset are charged to operations as incurred. Depreciation and amortization are determined using the straight-line method over the estimated useful lives as described in the table below: Category Terms Building and building improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life Furniture and fixtures 5 - 8 years Tax abatement 15 - 25 years |
Real Estate Under Development | g. - We capitalize certain costs related to the development and redevelopment of real estate including initial project acquisition costs, pre-construction costs and construction costs for each specific property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and compensation and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begin when the activities and related expenditures commence, and ceases when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity at which time the project is placed in service and depreciation commences. Revenue earned under short-term license agreements at properties under development is offset against these capitalized costs. |
Valuation of Long-Lived Assets | h.. - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases, if any, in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the asset to the undiscounted expected future cash flows, excluding interest charges, from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. No provision for impairment was recorded during the nine months ended September 30, 2019 or 2018,respectively. |
Fair Value Measurements | i. - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820‑10‑35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Cash and Cash Equivalents | j. - Cash and cash equivalents include securities with original maturities of three months or less when purchased. |
Restricted Cash | k. Restricted cash represents amounts required to be restricted under our loan agreements, letters of credit (see Note 5 - Loans Payable and Secured Line of Credit for further information) and tenant related security deposits. |
Revenue Recognition | l. - Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective lease, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, retail leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. As lessor, we have elected to combine the lease and non-lease component in accordance with ASC Topic 842 when reporting revenue. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the condensed consolidated statements of operations as “rental revenues.” Also, these reimbursements of expenses are recognized as revenue in the period the expenses are incurred. We make estimates of the collectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts has been provided against certain tenant accounts receivable that are estimated to be uncollectible. Once the amount is ultimately deemed to be uncollectible, it is written off. |
Stock-Based Compensation | m. – We have granted stock-based compensation, which is described below in Note 11 – Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services and ASU No. 2018‑07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting,” which provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. Under the provisions of ASC 718‑10‑35, stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the related vesting periods. |
Income Taxes | n. - We account for income taxes under the asset and liability method as required by the provisions of ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. ASC 740‑10‑65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740‑10‑65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740‑10‑65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both September 30, 2019 and December 31, 2018, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2019, our tax returns for the prior three years are subject to review by the Internal Revenue Service. On December 22, 2017, the President of the United States signed into law P.L. 115‑97, commonly referred to as the U.S. Tax Cuts and Jobs Act (the “TCJA”). The TCJA modified several provisions of the Internal Revenue Code related to corporations, including a permanent corporate income tax rate reduction from 35% to 21%, effective January 1, 2018. See Note 9 – Income Taxes for additional detail on our accounting for income taxes, including additional discussion on the enactment of the TCJA. We are subject to certain federal, state and local income and franchise taxes. |
Earnings (loss) Per Share | o. - We present both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Shares issuable as restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the periods presented. |
Deferred Financing Costs | p. – Capitalized and deferred finance costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for mortgage financing which result in a closing of such financing. These costs are being offset against loans payable in the condensed consolidated balance sheets for mortgage financings and had a balance of $3.5 million and $5.1 million at September 30, 2019 and December 31, 2018, respectively. Costs for our secured line of credit are included in prepaid expenses and other assets, net and had a balance of $34,000 and $77,000 at September 30, 2019 and December 31, 2018, respectively. Deferred finance costs are amortized over the terms of the related financing arrangements. Unamortized deferred finance costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. |
Deferred Lease Costs | q. – Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized to depreciation and amortization on a straight-line basis over the related lease term. |
Underwriting Commissions and Costs | r. – Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in capital in stockholders’ equity. |
Reclassifications | s. Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. The reclassifications, which include, but are not limited to, “rental revenues” and “tenant reimbursements” for the three months ended September 30, 2018 of $1.2 million and $110,000, respectively, and “rental revenues” and “tenant reimbursements” for the nine months ended September 30, 2018 of $2.0 million and $347,000, respectively, were combined into rental revenues on our condensed consolidated statements of operations in accordance with ASC Topic 842. |
Accounting Standards Updates | Accounting Standards Updates In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018‑13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This amendment removed, modified and added the disclosure requirements under Topic 820. The changes are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for the removed or modified disclosures with adoption of the additional disclosures upon the effective date. We have not yet adopted this new guidance and do not expect a material impact on our financial position, results of operations or cash flows when the new standard is implemented. In August 2017, the FASB issued ASU No. 2017‑12, “Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities.” The amendments in this standard permits more flexibility in hedging interest rate risk for both variable-rate and fixed-rate financial instruments. The standard will also enhance the presentation of hedge results in the financial statements. The adoption of this guidance, effective January 1, 2019, did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016‑02, “Leases.” ASU 2016‑02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and direct financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard discussed above. We have no sales-type leases. As lessee, we are party to an office lease with a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 8 - Commitments), and as such we recorded right-of-use assets and corresponding lease liabilities upon the adoption of ASU 2016‑02 on January 1, 2019 in this amount. In July 2018, the FASB issued ASU 2018‑11, “Leases (Topic 842) – Targeted Improvements,” which provides an optional transition method of applying the new leases standard at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have elected this optional transition method although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we have elected the ‘package or practical expedients’ approach which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of Property, Plant and Equipment | Depreciation and amortization are determined using the straight-line method over the estimated useful lives as described in the table below: Category Terms Building and building improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life Furniture and fixtures 5 - 8 years Tax abatement 15 - 25 years g. |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate, Net | |
Schedule of Real Estate Properties | As of September 30, 2019 and December 31, 2018, real estate, net, includes the following (in thousands): September 30, December 31, 2019 2018 Real estate under development $ 204,988 $ 137,666 Building and building improvements 47,187 47,190 Tenant improvements 1,653 731 Furniture and fixtures 694 694 Land and land improvements 30,391 30,391 284,913 216,672 Less: accumulated depreciation 4,940 3,608 $ 279,973 $ 213,064 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Prepaid Expenses and Other Assets, Net | |
Schedule Of Prepaid Expense And Other Assets | As of September 30, 2019 and December 31, 2018, prepaid expenses and other assets, net, include the following (in thousands): September 30, December 31, 2019 2018 Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 879 1,616 Lease commissions 1,565 1,309 Other 2,084 2,052 6,618 7,067 Less: accumulated amortization 4,477 3,569 $ 2,141 $ 3,498 |
Loans Payable and Secured Lin_2
Loans Payable and Secured Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Loans Payable and Secured Line of Credit | |
Schedule of Interest Income and Interest Expense | Three Three Nine Nine Months Months Months Months Ended September Ended September Ended September Ended September 30, 2019 30, 2018 30, 2019 30, 2018 Interest expense $ 3,525 $ 2,064 $ 9,905 $ 3,912 Interest capitalized (3,525) (2,064) (9,905) (3,912) Interest income (14) (36) (53) (182) Interest income, net $ (14) $ (36) $ (53) $ (182) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation | |
Share-based Compensation, Stock Options, Activity | Nine Months Ended Year Ended September 30, 2019 December 31, 2018 Weighted Weighted Average Fair Average Fair Number Value at Grant Number Value at Grant of Shares Date of Shares Date Balance available, beginning of period 340,760 — 541,319 — Additional shares approved by stockholders 1,000,000 — — — Granted to employees (237,000) $ 4.30 (176,000) $ 6.49 Granted to non-employee directors (8,718) $ 3.97 (10,223) $ 6.78 Deferred under non-employee director’s deferral program (28,844) $ 3.97 (14,336) $ 6.73 Balance available, end of period 1,066,198 — 340,760 — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Nine Months Ended September 30, Year Ended 2019 December 31, 2018 Weighted Weighted Average Fair Average Fair Number Value at Grant Number Value at Grant of Shares Date of Shares Date Non-vested at beginning of period 381,167 $ 6.39 677,734 $ 6.44 Granted RSUs 237,000 $ 4.30 176,000 $ 6.49 Vested (76,500) $ 7.05 (472,567) $ 6.20 Non-vested at end of period 541,667 $ 5.39 381,167 $ 6.39 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in Unconsolidated Joint Venture | |
Equity Method Investment, Summarized Financial Information, Statement of Financial Position | The balance sheets for the unconsolidated joint venture at September 30, 2019 and December 31, 2018 are as follows (in thousands): September 30, December 31, 2019 2018 (unaudited) (audited) ASSETS Real estate, net $ 50,843 $ 51,802 Cash and cash equivalents 269 201 Restricted cash 418 392 Tenant and other receivables, net 45 39 Prepaid expenses and other assets, net 83 43 Intangible assets, net 11,891 12,293 Total assets $ 63,549 $ 64,770 LIABILITIES Mortgage payable, net $ 41,265 $ 41,135 Accounts payable and accrued expenses 550 583 Total liabilities 41,815 41,718 MEMBERS’ EQUITY Members’ equity 27,169 27,236 Accumulated deficit (5,435) (4,184) Total members’ equity 21,734 23,052 Total liabilities and members’ equity $ 63,549 $ 64,770 Our investment in unconsolidated joint venture $ 10,867 $ 11,526 |
Equity Method Investment, Summarized Financial Information, Statement of Operations | The statements of operations for the unconsolidated joint venture for the three and nine months ended September 30, 2019 and 2018 are as follows (in thousands): Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 (unaudited) (unaudited) (unaudited) (unaudited) Revenues Rental revenues $ 834 $ 830 $ 2,499 $ 2,648 Total revenues 834 830 2,499 2,648 Operating Expenses Property operating expenses 270 319 715 773 Real estate taxes 12 11 34 34 General and administrative 2 3 7 5 Amortization 134 134 402 402 Depreciation 331 330 992 987 Total operating expenses 749 797 2,150 2,201 Operating income 85 33 349 447 Interest expense, net 478 463 1,471 1,302 Interest expense -amortization of deferred finance costs 43 43 129 129 Net loss $ (436) $ (473) $ (1,251) $ (984) Our equity in net loss from unconsolidated joint venture $ (218) $ (236) $ (626) $ (492) |
Business (Details)
Business (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Federal [Member] | ||
Operating Loss Carryforwards | $ 245.4 | |
The Berkley [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Depreciation (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Tax abatement | 15 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Tax abatement | 25 years |
Building and building improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Property, Plant and Equipment, Estimated Useful Lives | one year |
Building and building improvements | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years |
Tenant improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining term of the lease or useful life |
Tenant improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | one year |
Tenant improvements | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years |
Furniture and fixtures | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |||
Deferred Offering Costs | $ 34,000 | $ 34,000 | $ 77,000 | ||
Revenues | 946,000 | $ 1,298,000 | 3,520,000 | $ 2,368,000 | |
Capital Lease Obligations, Noncurrent | $ 2,400,000 | $ 2,400,000 | |||
Accounting Standards Update 2013-07 [Member] | |||||
Tenant Reimbursement | 110,000 | 347,000 | |||
Accounting Standards Update 2013-07 [Member] | Rent [Member] | |||||
Revenues | $ 1,200,000 | $ 2,000,000 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | true | |||
Lease, Practical Expedients, Package [true false] | true | ||||
Prepaid Expenses and Other Current Assets [Member] | |||||
Deferred Offering Costs | $ 3,500,000 | $ 3,500,000 | $ 5,100,000 |
Real Estate, Net (Details)
Real Estate, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real Estate Investment Property, at Cost | $ 284,913 | $ 216,672 |
Less: accumulated depreciation | 4,940 | 3,608 |
Real Estate Investment Property, Net | 279,973 | 213,064 |
Building and building improvements | ||
Real Estate Investment Property, at Cost | 47,187 | 47,190 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 1,653 | 731 |
Furniture and fixtures | ||
Real Estate Investment Property, at Cost | 694 | 694 |
Land and land improvements | ||
Real Estate Investment Property, at Cost | 30,391 | 30,391 |
Real estate under development | ||
Real Estate Investment Property, at Cost | $ 204,988 | $ 137,666 |
Real Estate, Net - Additional I
Real Estate, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 31, 2018 | |
Depreciation | $ 402,000 | $ 424,000 | $ 1,300,000 | $ 754,000 | |
Total Purchase Price Of Property | $ 81,200,000 | ||||
Business Acquisition, Transaction Costs | $ 700,000 | ||||
Percentage of lease real estate property | 45.70% | ||||
Maximum [Member] | |||||
Property Tax Abatement | 25 years | ||||
Minimum [Member] | |||||
Property Tax Abatement | 15 years | ||||
Real estate under development | Minimum [Member] | |||||
Property Tax Abatement | 15 years | ||||
Building and building improvements | Maximum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years | ||||
Building and building improvements | Minimum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | one year | ||||
Tenant improvements | |||||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining term of the lease or useful life | ||||
Tenant improvements | Maximum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years | ||||
Tenant improvements | Minimum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | one year | ||||
SCA [Member] | |||||
Construction Supervision Fee receivable | 5,000,000 | $ 5,000,000 | |||
Contract Receivable | $ 41,500,000 | 41,500,000 | |||
Construction Supervision Fee | 42,200,000 | ||||
Construction Costs Reimbursed | $ 38,300,000 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Prepaid Expenses and Other Assets, Net | ||
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Prepaid expenses | 879 | 1,616 |
Lease commissions | 1,565 | 1,309 |
Other | 2,084 | 2,052 |
Prepaid Expense And Other Assets Gross | 6,618 | 7,067 |
Less: accumulated amortization | 4,477 | 3,569 |
Prepaid Expense and Other Assets | $ 2,141 | $ 3,498 |
Loans Payable and Secured Lin_3
Loans Payable and Secured Line of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Loans Payable and Secured Line of Credit | ||||
Interest expense | $ 3,525 | $ 2,064 | $ 9,905 | $ 3,912 |
Interest capitalized | (3,525) | (2,064) | (9,905) | (3,912) |
Interest income | (14) | (36) | (53) | (182) |
Interest income, net | $ (14) | $ (36) | $ (53) | $ (182) |
Loans Payable and Secured Lin_4
Loans Payable and Secured Line of Credit - Additional Information (Details) | May 07, 2019USD ($) | May 11, 2016USD ($) | May 31, 2018USD ($) | Dec. 22, 2017USD ($)ft² | Feb. 22, 2017USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Aug. 04, 2017USD ($) |
Interest Costs Capitalized | $ 495,000 | ||||||||||
Interest Expense, Debt | $ 1,000 | ||||||||||
Long-term Line of Credit | 5,037,000 | 0 | |||||||||
Line of Credit Facility, Expiration Date | Feb. 22, 2019 | ||||||||||
Loans Payable | 167,346,000 | 123,333,000 | |||||||||
Debt Instrument, Interest Rate Terms | bearing interest at a blended average rate of 3.72% over the 30-day LIBOR, each with a one year extension option upon satisfaction of certain conditions. | ||||||||||
Debt Instrument, Payment Terms | a guaranty of 25% of the principal amount, decreasing to 10% of the principal balance upon the debt yield ratio becoming equal to or greater than 7.0%. | ||||||||||
Cash and Cash Equivalents, at Carrying Value | 5,705,000 | $ 14,620,000 | $ 11,496,000 | $ 15,273,000 | |||||||
Proceeds from Issuance of Debt | $ 42,448,000 | $ 78,263,000 | |||||||||
Maximum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 2.50% | |||||||||
Loans Payable [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.74% | 6.22% | |||||||||
Debt Instrument, Face Amount | $ 67,800,000 | ||||||||||
Letter of Credit [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.02% | ||||||||||
Loans Payable | $ 5,000,000 | ||||||||||
Landmarked Robert And Anne Dickey House [Member] | |||||||||||
Area of Real Estate Property | ft² | 7,500 | ||||||||||
Sterling National Bank [Member] | |||||||||||
Debt Instrument, Description of Variable Rate Basis | 100 | 200 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | $ 12,750,000 | $ 11,000,000 | ||||||||
Secured Debt | $ 2,900,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 9,100,000 | ||||||||||
Interest Rate Cap [Member] | |||||||||||
Interest Expense, Debt | 1,000 | ||||||||||
Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 2,000 | $ 497,000 | |||||||||
West Palm Beach Florida Loan [Member] | |||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | interest at 30-day LIBOR plus 230 basis points. | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.32% | 4.80% | |||||||||
Debt Instrument, Unamortized Premium | $ 14,000 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 12,600,000 | ||||||||||
Derivative, Notional Amount | 9,100,000 | ||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 2,300,000 | ||||||||||
Proceeds from Issuance of Debt | $ 1,200,000 | ||||||||||
Available Of Capital Lease Commitment Reimbursement | $ 3,500,000 | ||||||||||
West Palm Beach Florida Loan [Member] | Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 1,000 | ||||||||||
Greenwich Construction Loan [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.27% | 10.60% | |||||||||
Debt Instrument, Unamortized Premium | $ 393,000 | ||||||||||
Derivative, Notional Amount | 189,500,000 | ||||||||||
Debt Instrument, Face Amount | $ 189,500,000 | ||||||||||
Number of Real Estate Properties | 90 | ||||||||||
Debt Instrument, Description | LIBOR plus 8.25% and (ii) 9.25%. | ||||||||||
Loans Payable | $ 92,800,000 | $ 51,500,000 | |||||||||
Cash and Cash Equivalents, at Carrying Value | $ 15,000,000 | 10,000,000 | |||||||||
Greenwich Construction Loan [Member] | Letter of Credit [Member] | |||||||||||
Loans Payable | 7,000,000 | 7,000,000 | |||||||||
Greenwich Construction Loan [Member] | Multi Use Building [Member] | |||||||||||
Area of Real Estate Property | ft² | 300,000 | ||||||||||
TPH Borrower [Member] | West Palm Beach Florida Loan [Member] | |||||||||||
Long-term Line of Credit | 9,100,000 | $ 10,300,000 | |||||||||
Derivative, Notional Amount | $ 9,100,000 | $ 9,100,000 | |||||||||
Canadian Imperial Bank of Commerce [Member] | Loans Payable [Member] | |||||||||||
Debt Instrument, Face Amount | 52,400,000 | ||||||||||
Debt, Weighted Average Interest Rate | 0.50% | ||||||||||
RCG LV Debt VI REIT LLC [Member] | Mezzanine Loan [Member] | |||||||||||
Debt Instrument, Face Amount | $ 15,400,000 |
Pension Plans - Additional Info
Pension Plans - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 17, 2012 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 2,400,000 | $ 2,800,000 | ||
Multiemployer Plans, Withdrawal Obligation | 203,000 | 203,000 | ||
Multiemployer Plans, Minimum Contribution | $ 6,600,000 | |||
Payment for Pension Benefits | 400,000 | $ 470,000 | ||
Anticipated final payment | 109,000 | |||
Syms Sponsored Plan [Member] | ||||
Syms Plan Minimum Contribution | $ 4,900,000 | |||
Multiemployer Plans, Pension [Member] | ||||
Multiemployer Plans, Accumulated Benefit Obligation | 312,000 | $ 922,000 | ||
Multiemployer Plan, Contributions by Employer | $ 610,000 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Leases, Rent Expense | $ 110,000 | $ 110,000 | $ 329,000 | $ 238,000 |
Fifth Avenue New York [Member] | ||||
Operating Leases, Future Minimum Payments Due | $ 2,500,000 | $ 2,500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Allowance | $ 65.4 | $ 62.1 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |
Tax Credit Carryforward, Valuation Allowance | $ 3.1 | ||
Deferred Income Tax Assets, Net | $ 3.1 | ||
Proceeds from Income Tax Refunds | $ 1.6 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards | $ 129.6 | ||
Operating Loss Carryforward Expiration Year | 2037 | ||
Federal [Member] | |||
Operating Loss Carryforwards | $ 245.4 | ||
Federal [Member] | Maximum [Member] | |||
Operating Loss Carryforward Expiration Year | 2037 | ||
New York State [Member] | |||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 31.1 | ||
New York City [Member] | |||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 25.5 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Dec. 31, 2018 | |
Capital Stock Shares authorized | 120,000,000 | |||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||
Preferred Stock, Shares Authorized | 2 | 2 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||
Special Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||
Special Stock, Shares Authorized | 1 | 1 | ||
Common Stock, Shares, Issued | 37,603,133 | 37,161,068 | ||
Common Stock, Shares, Outstanding | 31,904,383 | 31,647,284 | ||
At-The-Market Equity Offering Program [Member] | ||||
Stock Issuance Program, Maximum Amount Authorized | $ 12,000,000 | |||
Shares Issued, Price Per Share | $ 9.32 | $ 9.76 | ||
At-The-Market Equity Offering Program [Member] | Common Stock [Member] | ||||
Stock Issued During Period, Value, New Issues | $ 23,000 | $ 1,200,000 | ||
Stock Issued During Period, Shares, New Issues | 2,492 | 120,299 | ||
Blank Check Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Balance available, beginning of period | 340,760 | 541,319 |
Additional shares approved by stockholders | 1,000,000 | 0 |
Number of Shares, Deferred under non-employee director's deferral program | (28,844) | (14,336) |
Number of Shares, Balance available, end of period | 1,066,198 | 340,760 |
Weighted Average Fair Value at Grant Date, Balance available, beginning of period | $ 0 | $ 0 |
Weighted Average Fair Value at Grant Date, Additional shares approved by stockholders | 0 | 0 |
Weighted Average Fair Value at Grant Date, Deferred under non-employee director's deferral program | 3.97 | 6.73 |
Weighted Average Fair Value at Grant Date, Balance available, end of period | $ 0 | $ 0 |
Share-based Payment Arrangement, Nonemployee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Granted | (8,718) | (10,223) |
Weighted Average Fair Value at Grant Date, Granted | $ 3.97 | $ 6.78 |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Granted | (237,000) | (176,000) |
Weighted Average Fair Value at Grant Date, Granted | $ 4.30 | $ 6.49 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stock-Based Compensation | ||
Number of Shares, Non-vested at beginning of period | 381,167 | 677,734 |
Number of Shares, Granted RSUs | 237,000 | 176,000 |
Number of Shares, Vested | (76,500) | (472,567) |
Number of Shares, Non-vested at end of period | 541,667 | 381,167 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 6.39 | $ 6.44 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 4.30 | 6.49 |
Weighted Average Fair Value at Grant Date, Vested | 7.05 | 6.20 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 5.39 | $ 6.39 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Sep. 09, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment | ||||||
Allocated Share-based Compensation Expense | $ 121,000 | $ 161,000 | $ 362,000 | $ 511,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 237,000 | 176,000 | ||||
Deferred Compensation Arrangement with Individual Shares Outstanding | 48,823 | 48,823 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 | 0 | ||||
Other Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment | ||||||
Restricted Stock or Unit Expense | $ 169,000 | $ 507,000 | ||||
Employees and executive officers [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment | ||||||
Stock Issued During Period, Shares, New Issues | 433,347 | |||||
Stock Repurchased During Period, Shares | 184,966 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 851,000 | $ 851,000 | ||||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | 215,000 | $ 285,000 | 644,000 | $ 921,000 | ||
Restricted Stock Units (RSUs) [Member] | Other Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 62,000 | $ 187,000 | ||||
2015 Stock Incentive Plan[Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 100.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 800,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 |
Investment in Unconsolidated _3
Investment in Unconsolidated Joint Venture - Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
MEMBERS' EQUITY | ||
Our investment in unconsolidated joint venture | $ 10,867 | $ 11,526 |
Corporate Joint Venture [Member] | ||
ASSETS | ||
Real estate, net | 50,843 | 51,802 |
Cash and cash equivalents | 269 | 201 |
Restricted cash | 418 | 392 |
Tenant and other receivables, net | 45 | 39 |
Prepaid expenses and other assets, net | 83 | 43 |
Intangible assets, net | 11,891 | 12,293 |
Total assets | 63,549 | 64,770 |
LIABILITIES | ||
Mortgage payable, net | 41,265 | 41,135 |
Accounts payable and accrued expenses | 550 | 583 |
Total liabilities | 41,815 | 41,718 |
MEMBERS' EQUITY | ||
Members' equity | 27,169 | 27,236 |
Accumulated deficit | (5,435) | (4,184) |
Total members' equity | 21,734 | 23,052 |
Total liabilities and members' equity | 63,549 | 64,770 |
Our investment in unconsolidated joint venture | $ 10,867 | $ 11,526 |
Investment in Unconsolidated _4
Investment in Unconsolidated Joint Venture - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Expenses | ||||
Our equity in net loss from unconsolidated joint venture | $ (218) | $ (236) | $ (626) | $ (492) |
Corporate Joint Venture [Member] | ||||
Revenues | ||||
Rental revenues | 834 | 830 | 2,499 | 2,648 |
Total revenues | 834 | 830 | 2,499 | 2,648 |
Operating Expenses | ||||
Property operating expenses | 270 | 319 | 715 | 773 |
Real estate taxes | 12 | 11 | 34 | 34 |
General and administrative | 2 | 3 | 7 | 5 |
Amortization | 134 | 134 | 402 | 402 |
Depreciation | 331 | 330 | 992 | 987 |
Total operating expenses | 749 | 797 | 2,150 | 2,201 |
Operating income | 85 | 33 | 349 | 447 |
Interest expense, net | 478 | 463 | 1,471 | 1,302 |
Interest expense - amortization of deferred finance costs | 43 | 43 | 129 | 129 |
Net loss | (436) | (473) | (1,251) | (984) |
Our equity in net loss from unconsolidated joint venture | $ (218) | $ (236) | $ (626) | $ (492) |
Investment in Unconsolidated _5
Investment in Unconsolidated Joint Venture - Additional information (Details) $ in Thousands | Dec. 05, 2016USD ($) | Sep. 30, 2019ft² | Dec. 31, 2018 |
Berkley Loan [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt Instrument Prepayment Premium | 1.00% | ||
Debt Instrument, Face Amount | $ 42,500 | ||
Debt Instrument, Term | 10 years | ||
Debt Instrument, Interest Rate, Effective Percentage | 4.18% | 4.66% | |
The Berkley [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase Price Of Property | $ 68,885 | ||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |
Area of Land | ft² | 99,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - West Palm Beach Florida Loan [Member] | Oct. 09, 2019USD ($) |
Disclosure of Subsequent Events [Line Items] | |
Purchase Price Of Property | $ 19,600,000 |
Hard Deposit from Purchase Of Property | $ 550,000 |