Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 18, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Trinity Place Holdings Inc. | ||
Entity Central Index Key | 0000724742 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 177,984,000 | ||
Trading Symbol | TPHS | ||
Entity Common Stock, Shares Outstanding | 31,842,576 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Real estate, net | $ 213,064 | $ 76,269 |
Cash and cash equivalents | 11,496 | 15,273 |
Restricted cash | 2,529 | 8,916 |
Investment in unconsolidated joint venture | 11,526 | 12,533 |
Receivables, net | 3,413 | 3,417 |
Deferred rents receivable | 584 | 548 |
Prepaid expenses and other assets, net | 3,498 | 4,059 |
Intangible assets, net | 10,652 | 0 |
Total assets | 256,762 | 121,015 |
LIABILITIES | ||
Loans payable, net | 123,333 | 36,167 |
Deferred real estate deposits | 49,247 | 0 |
Accounts payable and accrued expenses | 20,983 | 13,323 |
Pension liabilities | 3,738 | 4,235 |
Secured line of credit | 0 | 0 |
Total liabilities | 197,301 | 53,725 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at December 31, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 37,161,068 and 36,803,218 shares issued at December 31, 2018 and December 31, 2017, respectively; 31,647,284 and 31,451,796 shares outstanding at December 31, 2018 and December 31, 2017, respectively | 372 | 368 |
Additional paid-in capital | 132,831 | 130,897 |
Treasury stock (5,513,784 and 5,351,422 shares at December 31, 2018 and December 31, 2017, respectively) | (54,758) | (53,666) |
Accumulated other comprehensive loss | (3,518) | (2,732) |
Accumulated deficit | (15,466) | (7,577) |
Total stockholders' equity | 59,461 | 67,290 |
Total liabilities and stockholders' equity | 256,762 | 121,015 |
Blank Check Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 37,161,068 | 36,803,218 |
Common Stock, Shares, Outstanding | 31,647,284 | 31,451,796 |
Treasury Stock, Shares | 5,513,784 | 5,351,422 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Rental revenues | $ 3,241 | $ 1,287 | $ 1,315 |
Tenant reimbursements | 474 | 575 | 541 |
Total revenues | 3,715 | 1,862 | 1,856 |
Operating Expenses | |||
Property operating expenses | 1,904 | 850 | 942 |
Real estate taxes | 321 | 467 | 275 |
General and administrative | 5,728 | 5,578 | 6,927 |
Transaction related costs | 382 | 83 | 243 |
Depreciation and amortization | 2,463 | 544 | 457 |
Costs relating to demolished asset | 0 | 3,426 | 0 |
Total operating expenses | 10,798 | 10,948 | 8,844 |
Operating loss | (7,083) | (9,086) | (6,988) |
Equity in net loss from unconsolidated joint venture | (728) | (1,057) | (308) |
Interest income, net | 212 | 215 | 42 |
Interest expense -amortization of deferred finance costs | 0 | 0 | (98) |
Reduction of claims liability | 0 | 1,043 | 132 |
Loss before gain on sale of real estate and taxes | (7,599) | (8,885) | (7,220) |
Gain on sale of real estate | 0 | 3,853 | 0 |
Tax (expense) benefit | (290) | 3,011 | (216) |
Net loss attributable to common stockholders | (7,889) | (2,021) | (7,436) |
Other comprehensive (loss) gain: | |||
Unrealized (loss) gain on pension liability | (786) | 429 | (824) |
Comprehensive loss attributable to common stockholders | $ (8,675) | $ (1,592) | $ (8,260) |
Loss per share - basic and diluted | $ (0.25) | $ (0.07) | $ (0.29) |
Weighted average number of common shares - basic and diluted | 31,607 | 30,451 | 25,439 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2015 | $ 24,966 | $ 300 | $ 74,455 | $ (49,114) | $ 1,662 | $ (2,337) |
Balance (in shares) at Dec. 31, 2015 | 29,979 | (4,738) | ||||
Net loss attributable to common stockholders | (7,436) | $ 0 | 0 | $ 0 | (7,436) | 0 |
Sale of common stock, net | 880 | $ 1 | 879 | 0 | 0 | 0 |
Sale of common stock, net (in shares) | 120 | |||||
Settlement of stock awards | (1,966) | $ 6 | 0 | $ (1,972) | 0 | 0 |
Settlement of stock awards (in shares) | 581 | (278) | ||||
Unrealized loss on pension liability | (824) | $ 0 | 0 | $ 0 | 0 | (824) |
Stock-based compensation expense | 7,806 | 0 | 7,806 | 0 | 0 | 0 |
Balance at Dec. 31, 2016 | 28,025 | $ 307 | 87,521 | $ (51,086) | (5,556) | (3,161) |
Balance (in shares) at Dec. 31, 2016 | 30,680 | (5,016) | ||||
Cumulative change in accounting principle | 4,599 | $ 0 | 4,381 | $ 0 | 218 | 0 |
Net loss attributable to common stockholders | (2,021) | 0 | 0 | 0 | (2,021) | 0 |
Sale of common stock, net | 40,561 | $ 55 | 40,506 | 0 | 0 | 0 |
Sale of common stock, net (in shares) | 5,472 | |||||
Settlement of stock awards | (2,574) | $ 6 | 0 | $ (2,580) | 0 | 0 |
Settlement of stock awards (in shares) | 651 | (335) | ||||
Unrealized loss on pension liability | 429 | $ 0 | 0 | $ 0 | 0 | 429 |
Stock-based compensation expense | 2,870 | 0 | 2,870 | 0 | 0 | 0 |
Balance at Dec. 31, 2017 | 67,290 | $ 368 | 130,897 | $ (53,666) | (7,577) | (2,732) |
Balance (in shares) at Dec. 31, 2017 | 36,803 | (5,351) | ||||
Net loss attributable to common stockholders | (7,889) | $ 0 | 0 | $ 0 | (7,889) | 0 |
Settlement of stock awards | (1,088) | $ 4 | 0 | $ (1,092) | 0 | 0 |
Settlement of stock awards (in shares) | 358 | (163) | ||||
Unrealized loss on pension liability | (786) | $ 0 | 0 | $ 0 | 0 | (786) |
Stock-based compensation expense | 1,934 | 0 | 1,934 | 0 | 0 | 0 |
Balance at Dec. 31, 2018 | $ 59,461 | $ 372 | $ 132,831 | $ (54,758) | $ (15,466) | $ (3,518) |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss attributable to common stockholders | $ (7,889) | $ (2,021) | $ (7,436) |
Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities: | |||
Depreciation and amortization | 2,463 | 544 | 457 |
Amortization of deferred finance costs | 532 | 255 | 98 |
Write-off of costs relating to demolished asset | 0 | 1,585 | 0 |
Stock-based compensation expense | 1,269 | 1,225 | 2,782 |
Gain on sale of real estate | 0 | (3,853) | 0 |
Deferred rents receivable | (36) | (5) | (343) |
Reduction of claims liability | 0 | 0 | (135) |
Equity in net loss from unconsolidated joint venture | 728 | 1,057 | 308 |
Distribution from unconsolidated joint venture | 280 | 419 | 39 |
Decrease (Increase) in operating assets: | |||
Receivables, net | 4 | (3,197) | (189) |
Prepaid expenses and other assets, net | 286 | (2,456) | (472) |
Increase (decrease) in operating liabilities: | |||
Accounts payable and accrued expenses | 975 | 212 | (1,544) |
Pension liabilities | (1,283) | (1,277) | (1,388) |
Obligation to former Majority Shareholder | 0 | 0 | (6,931) |
Net cash used in operating activities | (2,671) | (7,512) | (14,754) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquistion of real estate | (81,960) | 0 | 0 |
Additions to real estate | (58,909) | (16,788) | (11,928) |
Deferred real estate deposits | 49,247 | 0 | 0 |
Net proceeds from the sale of real estate | 0 | 15,232 | 0 |
Investment in unconsolidated joint venture | 0 | (70) | (14,286) |
Net cash used in investing activities | (91,622) | (1,626) | (26,214) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from loans | 87,037 | 32,302 | 9,100 |
Payment of finance costs | (1,820) | (5,328) | (453) |
Repayment of loan | 0 | (40,000) | 0 |
Settlement of stock awards | (1,088) | (2,574) | (1,966) |
Proceeds from sale of common stock, net | 0 | 40,561 | 880 |
Net cash provided by financing activities | 84,129 | 24,961 | 7,561 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (10,164) | 15,823 | (33,407) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 24,189 | 8,366 | 41,773 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 14,025 | 24,189 | 8,366 |
CASH AND CASH EQUIVALENTS, BEGINNING PERIOD | 15,273 | 4,678 | 38,173 |
RESTRICTED CASH, BEGINNING OF PERIOD | 8,916 | 3,688 | 3,600 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 24,189 | 8,366 | 41,773 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 11,496 | 15,273 | 4,678 |
RESTRICTED CASH, END OF PERIOD | 2,529 | 8,916 | 3,688 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 14,025 | 24,189 | 8,366 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during the period for: Interest | 6,969 | 2,467 | 2,073 |
Cash paid during the period for: Taxes | 268 | 135 | 197 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Accrued development costs included in accounts payable and accrued expenses | 16,574 | 10,175 | 1,195 |
Capitalized amortization of deferred financing costs and lease commissions | 1,986 | 487 | 345 |
Capitalized stock-based compensation expense | 665 | 1,645 | 5,024 |
Adjustment of liability related to stock-based compensation | 0 | 0 | (5,140) |
Adjustment of accumulated deficit for capitalized stock-based compensation expense | $ 0 | $ 0 | $ (541) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION General Business Plan 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 apartment building located at 237 11 th th a 50% interest in a newly constructed 95-unit multi-family property, known as The Berkley, located at 223 North 8 th 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. We also had approximately $222.0 million of federal net operating loss carryforwards (“NOLs”) at December 31, 2018, which can be used to reduce our future taxable income. 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 remaining 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 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Principles of Consolidation - The 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 these unconsolidated joint ventures is included in our consolidated statements of 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 December 31, 2018 and December 31, 2017, 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 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. Investment in Unconsolidated Joint Venture - We account for our investment in an unconsolidated joint venture, The Berkley, under the equity method of accounting (see Note 13 - Investment in Unconsolidated Joint Venture for further information). We also assess our investment in the 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 December 31, 2018 or December 31, 2017. c. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. Reportable Segments - We operate in one reportable segment, commercial real estate. e. Concentrations of Credit Risk - 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 - 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 normal 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 Buildings and 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 Under Development - 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. Valuation of Long-Lived Assets - 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 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 any of the years ended December 31, 2018, 2017 and 2016. i. Fair Value Measurements - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820, 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 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 - Cash and cash equivalents include securities with original maturities of three months or less when purchased. k. Restricted Cash - Restricted cash represents amounts required to be restricted under our loan agreements and secured line of credit (see Note 10 - Loans Payable and Secured Line of Credit for further information), tenant related security deposits and deposits on property acquisitions. l. Revenue Recognition - 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, leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. These reimbursements 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. Stock-Based Compensation – We have granted stock-based compensation, which is described below in Note 12 – 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. 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 respective vesting periods. n. Income Taxes - 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 requires increased disclosures. As of both December 31, 2018 and December 31, 2017, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2018, 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 modifies 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 5 – Income Taxes for additional detail on our accounting for income taxes, including additional discussion on the enactment of the TCJA and the resulting impact on our 2017 financial statements. We are subject to certain federal, state and local income and franchise taxes. o. Earnings (loss) Per Share - 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 under restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the periods presented. p. Deferred Finance Costs q. Deferred Lease Costs – 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 – 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. Reclassifications - Certain prior year financial statement amounts have been reclassified to conform to the current year presentation, including but not limited to, the adoption of Accounting Standards Update (“ASU”) 2016-09 as described below. t. Change in Estimate - Management periodically reviews the assumptions used in determining the accrued postretirement benefit obligation (see Note 8 – Pension and Profit Sharing Plans). In 2016, management changed the base mortality table used in determining the accrued postretirement benefit obligation to the newer RP-2016 table. The accrued postretirement benefit obligation increased by approximately $0.8 million at December 31, 2016 mainly due to the effect of this change in estimate. Accounting Standards Updates In August 2018, the Securities and Exchange Commission (the “SEC“) adopted a final rule that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in its requirements, generally accepted accounting principles, or changes in the business environment. The SEC also referred certain disclosure requirements to the Financial Accounting Standards Board (the “FASB”) for potential incorporation into generally accepted accounting principles. The rule is effective for filings after November 5, 2018. We assessed the impact of this rule and determined that the changes resulted in clarification or expansion of existing requirements and it did not have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued 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 June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting”. This amendment provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. The guidance will be effective for fiscal years beginning after December 15, 2018, including the interim periods within that fiscal year. 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 the new standard will permit 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 guidance is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. We have not yet adopted the guidance, and do not expect a material impact on our consolidated financial statements when the new standard is implemented. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” The guidance clarifies the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in ASC 718. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In February 2017, the FASB issued ASU No. 2017-05, “Other Income-Gains and Losses from the De-recognition of Nonfinancial Assets (Subtopic 610-20),” to add guidance for partial sales of nonfinancial assets, including partial sales of real estate, eliminate rules specifically addressing sales of real estate, remove exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of non-financial assets to joint ventures. Historically, GAAP contained several different accounting models to evaluate whether the transfer of certain assets qualified for sale treatment. Under the new standard, we will recognize the sale, and associated gain or loss from the disposition, provided that the earnings process is complete. Subsequent to the adoption of the new standard, a gain or loss is recognized when the criteria for an asset to be derecognized are met, which include when (i) a contract exists and (ii) the buyer obtained control of the nonfinancial asset when sold. As a result, we may recognize a gain on a real estate disposition transaction that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control or certain forms of continuing involvement. ASU 2017-05 reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The guidance clarifies the definition of a business and provides guidance to assist with determining whether transactions should be accounted for as acquisitions of assets or businesses. The main provision is that an acquiree is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets. Upon the adoption of ASU No. 2017-01, we evaluated each acquisition of real estate or in-substance real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted as a business combination. Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The guidance requires entities to show the changes on the total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between these items on the statement of cash flows. The adoption of this guidance, effective January 1, 2018, resulted in a restatement of our statement of cash flows for the year ended December 31, 2017, for comparative purposes. This resulted in an increase of approximately $2.9 million in net cash used in operating activities from $4.6 $1.6 million. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging Issues Task Force).” ASU 2016-15 provides final guidance on eight cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investees, separately identifiable cash flows and application of the predominance principle, and others. The adoption of this guidance, effective January 1, 2018, did not have a material effect on our financial position, results of operations or cash flows. In March 2016, FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period and the entity must adopt all of the amendments from ASU 2016-09 in the same period. We elected to early adopt ASU 2016-09 as of January 1, 2016 and the adoption has resulted in an adjustment of a reduction in real estate, net of $0.5 million, a reduction in liability related to stock-based compensation of $5.1 million, an increase in additional paid-in capital of $4.4 million and an increase in retained earnings of $0.2 million. 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 future payment obligations aggregating approximately $2.9 million at December 31, 2018 (see Note 9 - Commitments) for which we expect to record right of use assets and corresponding lease liabilities of approximately $2.4 million upon adoption of ASU 2016-02. ASU 2016-02 will also require extensive quantitative and qualitative disclosures and is effective for periods beginning after December 15, 2018, but early adoption is permitted. The new leases standard is effective for us on January 1, 2019. 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 will elect this optional transition method. Also, we will elect the ‘package of practical expedients’ which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. We are currently evaluating the effects ASU 2016-02 will have on our related disclosures and internal controls. We will finalize the calculation of the right-of-use asset and lease liability and completing the design of internal controls surrounding compliance with the new standard post-implementation. Based on our evaluation to date, we do not expect the impact of adopting this new standard to be material on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09 establishing ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method approach, however, there was no cumulative-effect required to be recognized in our accumulated deficit at the date of adoption. Our revenue contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of ASC 606 did not have a material impact on our financial position, results of operations or cash flows. |
REAL ESTATE, NET
REAL ESTATE, NET | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
REAL ESTATE, NET | NOTE 3 – REAL ESTATE, NET As of December 31, 2018 and 2017, real estate, net consisted of the following (dollars in thousands): December 31, 2018 December 31, 2017 Real estate under development $ 137,666 $ 69,783 Building and building improvements 47,190 5,817 Tenant improvements 731 606 Furniture and fixtures 694 - Land and land improvements 30,391 2,452 216,672 78,658 Less: accumulated depreciation 3,608 2,389 $ 213,064 $ 76,269 Real estate under development as of December 31, 2018 and 2017 included 77 Greenwich and the Paramus, New Jersey property. Building and building improvements, tenant improvements and land and land improvements included the West Palm Beach, Florida property, and, as of May 24, 2018, the 237 11 th th Depreciation expense amounted to $1.2 million and $246,000 for the years ended December 31, 2018 and December 31, 2017, respectively. The increase in depreciation expense primarily relates to the 237 11 th On May 24, 2018, we closed on the acquisition of 237 11 th th 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 abatement 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 11th. 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 income. 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. The following table presents our purchase price allocation, including transaction costs for 237 11 th Purchase Price Allocation: Land and land improvements $ 27,939 Building and building improvements 41,297 Tenant improvements 125 Furniture and fixtures 694 Real estate tax abatement 11,100 Acquired in-place leases 1,090 Assets acquired 82,245 Below-market lease value (285 ) Liabilities assumed (285 ) Purchase price $ 81,960 As of December 31, 2018, intangible assets, net consisted of the real estate tax abatement at its original valuation of $11.1 million offset by its related accumulated amortization of approximately $448,000. Amortization expense was approximately $448,000 for period from May 24, 2018, the date of acquisition, through December 31, 2018. As of December 31, 2018, the estimated annual amortization of intangible assets for each of the five succeeding years and thereafter is as follows (dollars in thousands): Year Real Estate Amortization 2019 $ 740 2020 740 2021 740 2022 740 2023 740 Thereafter 6,952 Through a wholly-owned subsidiary, we entered into an agreement with the New York City School Construction we will construct a school that will be sold to the SCA as part of our condominium development at the 77 Greenwich property. 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 payment of a construction supervision fee of approximately $5.0 million to us). Payments for construction will be 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 will continue through September 2019. As of December 31, 2018, we have received an aggregate of $25.7 million of payments from the SCA, including the construction supervision fee. We have also received an aggregate of $23.1 million in reimbursable construction costs from the SCA through December 31, 2018. 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, 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, 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 not be recognized until control of the asset is transferred to the buyer. This generally will include transfer of title to the school condominium. 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. The condominium apartments and construction of a new handicapped accessible subway entrance are currently scheduled to be completed by the end of 2020. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER ASSETS, NET | NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS, NET As of December 31, 2018 and 2017, prepaid expenses and other assets, net include the following (dollars in thousands): December 31, 2018 December 31, 2017 Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 1,616 1,673 Lease commissions 1,309 1,297 Other 2,052 1,203 7,067 6,263 Less: accumulated amortization 3,569 2,204 $ 3,498 $ 4,059 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES The provision for taxes is as follows (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Current: Federal $ - $ - $ - State 290 171 216 $ 290 $ 171 $ 216 Deferred: Federal $ - $ (3,182 ) $ - State - - - $ - $ (3,182 ) $ - Tax expense (benefit) $ 290 $ (3,011 ) $ 216 The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Statutory federal income tax rate 21.0 % 35.0 % 35.0 % State taxes 17.1 % -0.7 % 7.5 % Permanent non-deductible expenses -1.7 % -10.5 % -6.9 % Federal rate change 0.0 % -654.5 % 0.0 % AMT credit calculation allowance release 0.0 % 61.6 % 0.0 % Change of valuation allowance -40.2 % 630.0 % -35.7 % Effective income tax rate -3.8 % 60.9 % -0.1 % The composition of our deferred tax assets and liabilities is as follows (dollars in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: Pension costs $ 602 $ 1,008 Stock-based compensation reserves not currently deductible - (147 ) Net operating loss carry forwards 53,901 56,462 Depreciation (including air rights) 5,756 1,796 Other 163 - Deferred gain on sale 4,987 - Investment in joint venture 355 254 Accrued expenses 178 220 Total deferred tax assets $ 65,942 $ 59,593 Valuation allowance (62,127 ) (59,469 ) Deferred tax asset after valuation allowance $ 3,815 $ 124 Deferred tax liabilities: Intangibles $ (3,525 ) $ (124 ) Other (290 ) - Total deferred tax liabilities $ (3,815 ) $ (124 ) Net deferred tax assets $ - $ - Current deferred tax assets $ - $ - Long-term deferred tax assets - - Total deferred tax assets $ - $ - Effects of the U.S. 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. Given the significance of the legislation, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118 (“SAB 118”), which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended prior to the one year term when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. SAB 118 summarizes a three-step process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with law prior to the enactment of the TCJA. As part of the TCJA, the U.S. corporate income tax rate applicable to us decreased from 35% to 21%. This rate change resulted in the remeasurement of our net deferred tax asset (“DTA”) as of December 31, 2017. The effect was approximately a $33.7 Pursuant to the TCJA, alternative minimum tax (“AMT”) credit carryforwards will be eligible for a 50% refund through 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 consolidated balance sheets. Our accounting for the above elements of the TCJA is complete. 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 December 31, 2018, we had federal NOLs of approximately $222.0 million. These NOLs will expire in years through 2037. At December 31, 2018, we also had state NOLs of approximately $84.0 million. These NOLs expire in years through 2037. We also had the New York State and New York City prior net operating loss conversion (“PNOLC”) subtraction pools of approximately $23.5 million and $17.9 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 $62.1 million and $59.5 million as of December 31, 2018 and December 31, 2017, 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. |
RENTAL REVENUE
RENTAL REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
Operating Leases, Income Statement, Lease Revenue [Abstract] | |
RENTAL REVENUE | NOTE 6 – RENTAL REVENUE Our retail properties are leased to various national and local companies under leases expiring through 2031. As of December 31, 2018, 18 tenants leased approximately 70% of the space at the West Palm Beach, Florida property and two tenants leased 100% of the space at the Paramus, New Jersey property. Our multi-family property at 237 11 th 82 78 th Future minimum rentals under non-cancellable terms of tenants’ operating leases (excluding license agreements) as of December 31, 2018 are as follows (dollars in thousands): Year ended Future Minimum Rentals 2019 $ 3,507 2020 1,619 2021 932 2022 911 2023 862 Thereafter 4,353 $ 12,184 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 – 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 the short-term nature based on Level 1 inputs. The fair value of the loans payable approximated their carrying values as they are variable-rate instruments. On an annual recurring basis, we are required to use fair value measures when measuring plan assets of our pension plans. As we elected to adopt the measurement date provisions of ASC 715, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of March 4, 2007, we are required to determine the fair value of our pension plan assets as of December 31, 2018. The fair value of pension plan assets was $10.9 million at December 31, 2018. These assets are valued in active liquid markets. |
PENSION PLANS
PENSION PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
PENSION PLANS | NOTE 8 – 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 December 31, 2018 and 2017, we had a recorded liability of $2.8 million and $2.5 million, respectively, which is included in pension liabilities on the accompanying 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 had contemplated other courses of action, including a distress termination, whereby the Pension Benefits Guaranty Corporation (“PBGC”) would take over the plan. On February 27, 2012, Syms notified the PBGC and other affected parties of its consideration to terminate the plan in a distress termination. However, the estimated total cost associated with a distress termination was approximately $15 million. As a result of the cost savings associated with the standard termination approach, Syms elected not to terminate the plan in a distress termination and formally notified the PBGC of this decision. We will maintain the Syms pension plan and make all contributions required under applicable minimum funding rules; provided, however, that we may terminate the Syms pension plan at any time. In the event that we terminate the Syms pension 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 $4.5 million to the Syms sponsored plan from September 17, 2012 through December 31, 2018, of which approximately $470,000 was funded during the year ended December 31, 2018. Historically, we have funded this plan in the third quarter of the calendar year. Presented below is financial information relating to this plan for the periods indicated (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 CHANGE IN BENEFIT OBLIGATION: Net benefit obligation - beginning of period $ 14,620 $ 14,278 Interest cost 666 697 Actuarial (gain) loss (630 ) 295 Gross benefits paid (988 ) (650 ) Net benefit obligation - end of period $ 13,668 $ 14,620 CHANGE IN PLAN ASSETS: Fair value of plan assets - beginning of period $ 12,120 $ 10,889 Employer contributions 470 460 Gross benefits paid (988 ) (650 ) Actual return on plan assets (750 ) 1,421 Fair value of plan assets - end of period $ 10,852 $ 12,120 Un-funded status at end of period $ (2,816 ) $ (2,500 ) The pension expense includes the following components (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 COMPONENTS OF NET PERIODIC COST: Interest cost $ 666 $ 697 Loss (gain) on assets 750 (1,421 ) Amortization of (gain) loss (990 ) 1,241 Net periodic cost $ 426 $ 517 WEIGHTED-AVERAGE ASSUMPTION USED: Discount rate 5.0 % 5.0 % Rate of compensation increase 0.0 % 0.0 % The expected long-term rate of return on plan assets was 6% for both the years ended December 31, 2018 and 2017. As of December 31, 2018 the benefits expected to be paid in the next five fiscal years and then in the aggregate for the five fiscal years thereafter are as follows (dollars in thousands): Year Amount 2019 $ 859 2020 867 2021 896 2022 917 2023 931 2024-2029 5,872 The fair values and asset allocation of our plan assets as of December 31, 2018 and 2017 and the target allocation for fiscal 2018, by asset category, are presented in the following table. All fair values are based on quoted prices in active markets for identical assets (Level 1 in the fair value hierarchy) (dollars in thousands): December 31, 2018 December 31, 2017 % of Plan % of Plan Asset Category Asset Allocation Fair Value (1) Assets Fair Value Assets Cash and equivalents 0% to 10% $ 557 5 % $ 768 6 % Equity securities 40% to 57% 6,460 58 % 6,848 57 % Fixed income securities 35% to 50% 4,121 37 % 4,369 36 % Alternative investments 1% to 10% - 0 % 135 1 % Total $ 11,138 100 % $ 12,120 100 % (1) The fair value balance includes a $286,000 past due payable to be distributed in the first half of 2019. Under the provisions of ASC 715, we are required to recognize in our consolidated balance sheets the unfunded status of the benefit plan. This is measured as the difference between plan assets at fair value and the projected benefit obligation. For the pension plan, this is equal to the accumulated benefit obligation. Multiemployer Pension Plans Certain employees covered by collective bargaining agreements participated in 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 $922,000 and $1.7 million which is included in pension liabilities on the accompanying consolidated balance sheets as of December 31, 2018 and 2017, respectively, related to this plan. 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 $6.0 million to the multiemployer plans from September 17, 2012 through December 31, 2018 of which $813,000 was funded to the multiemployer plan during each of the years ended December 31, 2018 and 2017. 401(k) Plan – We have established a 401(k) plan for all of our employees. Eligible employees are able to contribute a percentage of their salary to the plan subject to statutory limits. We paid approximately $65,000, $55,000 and $54,000 in matching contributions to this plan during the years ended December 31, 2018, 2017 and 2016, respectively. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 9 – 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 $348,000 Year Ended: Future Minimum Rentals 2019 $ 439 2020 439 2021 447 2022 470 2023 470 Thereafter 586 $ 2,851 b. Legal Proceedings – In the normal course of business, we are a 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 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. |
LOANS PAYABLE AND SECURED LINE
LOANS PAYABLE AND SECURED LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Debt, Unclassified [Abstract] | |
LOANS PAYABLE AND SECURED LINE OF CREDIT | NOTE 10 – LOANS PAYABLE AND SECURED LINE OF CREDIT Loans Payable 237 11 th Loans On May 24, 2018, in connection with the acquisition of the 237 11 th th th th The collateral for the 237 11 th th th th th th 77 Greenwich Construction Facility On December 22, 2017, a wholly-owned subsidiary of ours closed on a $189.5 million construction facility (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 $51.5 million and $32.7 million on the 77 Greenwich Construction Facility at December 31, 2018 and 2017, respectively. As of December 31, 2018, we were in compliance with all covenants of the 77 Greenwich Construction Facility. 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 will bear 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 on the 77 Greenwich Construction Facility was 10.6% as of December 31, 2018 and 9.81% at December 31, 2017. 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 cash and qualified lines of credit, and additional customary affirmative and negative covenants for loans of this type and our agreements with the SCA. The liquidity requirement will decrease to $10.0 million upon transfer of the school condominium to the SCA which is currently expected to occur in the third 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. 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 December 31, 2018 and December 31, 2017 was approximately $497,000 and $344,000, respectively, and is recorded in prepaid expenses and other assets, net in our 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. At December 31, 2018, the approximate $152,000 increase in value of this instrument had been recorded as interest income and subsequently capitalized to real estate, net. Prior 77 Greenwich Loan On February 9, 2015, our wholly-owned subsidiary that owns 77 Greenwich and related assets entered into a loan agreement with Sterling National Bank, as lender and administrative agent, and Israel Discount Bank of New York, as lender, pursuant to which we borrowed $40.0 million (the “Prior 77 Greenwich Loan”). The Prior 77 Greenwich Loan, which was scheduled to mature on November 8, 2017, was extended to February 8, 2018 and repaid in full on December 22, 2017 in conjunction with the closing of the 77 Greenwich Construction Facility. The effective interest rate on the Prior 77 Greenwich Loan was 5.5% as of September 30, 2017. 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 rate was 4.8% at December 31 2018 and 3.86% at December 31, 2017. The WPB Loan matures on May 11, 2019, 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. $3.5 million remains available to be borrowed under the WPB Loan. 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 December 31, 2018, we were in compliance with all covenants in 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 approximately $1,000 and $5,000 as of December 31, 2018 and December 31, 2017, respectively, and is recorded in prepaid expenses and other assets, net in our 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. For both the years ended December 31, 2018 and 2017, we recognized the change in value of approximately $3,000 in interest expense. 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 $11.0 million line of credit was increased to $12.75 million in December 2018 and the maturity date was extended to February 21, 2020. The line of credit, which previous to December 2018 bore interest, for drawn amounts only, at 100 basis points over Prime, as defined in the underlying credit agreement, 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 was undrawn as of December 31, 2018. Principal Maturities Combined aggregate principal maturities of mortgages and other loans payable as of December 31, 2018, excluding extension options, were as follows (dollars in thousands): Year of Maturity Principal 2019 $ 9,100 2020 67,800 2021 51,532 128,432 Less: deferred finance costs, net (5,099 ) Total loans payable, net $ 123,333 Interest Consolidated interest (income) expense, net includes the following (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Interest expense $ 6,848 $ 2,488 $ 2,110 Interest capitalized (6,848 ) (2,488 ) (1,929 ) Interest income (212 ) (215 ) (223 ) Interest income, net $ (212 ) $ (215 ) $ (42 ) |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – 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 December 31, 2018 and December 31, 2017, there were 37,161,068 shares and 36,803,218 shares of common stock issued, respectively, and 31,647,284 shares and 31,451,796 shares of common stock outstanding, respectively, with the difference being held in treasury stock. On February 14, 2017, we issued an aggregate of 3,585,000 shares of common stock in a private placement at a purchase price of $7.50 per share, and received gross proceeds of $26.9 million. On April 5, 2017, we issued an aggregate of 1,884,564 shares of common stock in a rights offering at a purchase price of $7.50 per share and received gross proceeds of $14.1 million (the “Rights Offering”). We have been using the proceeds from the private placement and the Rights Offering for the development of 77 Greenwich, real estate acquisitions and investment opportunities and for working capital. 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 $12.0 120,299 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. As of December 31, 2018, $10.8 million of common stock remained available for issuance under the ATM Program. The sale agreement with our broker, which expired in accordance with its term on December 31, 2017, was extended by an amendment on June 20, 2018, pursuant to which it will remain in effect until June 30, 2019, subject to extension upon mutual agreement, unless earlier terminated by the parties thereto. We issued no stock through the ATM Program during the year ended December 31, 2018. 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, and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12 – 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. The SIP authorizes the issuance of up to 800,000 shares of our common stock. Our SIP activity was as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Balance available, beginning of period 541,319 - 614,500 - Granted to employees (176,000 ) $ 6.49 (48,600 ) $ 7.34 Granted to non-employee directors (10,223 ) $ 6.78 (18,938 ) $ 6.88 Deferred under non-employee director’s deferral program (14,336 ) $ 6.73 (5,643 ) $ 6.88 Balance available, end of period 340,760 - 541,319 - 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 year ended December 31, 2018, we granted 176,000 RSUs to certain employees. These RSUs vest and settle over various times over a three year period, subject to each employee’s continued employment. Approximately $761,000 in compensation expense related to these shares was amortized during the year ended December 31, 2018, of which approximately $303,000 was capitalized in real estate under development for the year ended December 31, 2018. Total stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2018, 2017 and 2016 totaled $1.2 million, $1.1 million and $2.8 million, respectively, which is net of $665,000, $1.6 million and $5.0 million, respectively, capitalized as part of real estate under development. Our RSU activity is as follows: Year ended December 31, 2018 Year ended December 31, 2017 Year ended December 31, 2016 Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Non-vested at beginning of period 677,734 $ 6.44 1,621,235 $ 6.38 1,220,097 $ 6.65 Granted RSUs 176,000 $ 6.49 48,600 $ 7.46 1,289,669 $ 6.02 Vested (472,567 ) $ 6.20 (992,101 ) $ 6.45 (888,531 ) $ 6.23 Non-vested at end of period 381,167 $ 6.39 677,734 $ 6.44 1,621,235 $ 6.38 As of December 31, 2018, there was approximately $837,000 of total unrecognized compensation expense related to unvested RSUs which is expected to be recognized through December 2020. During the year ended December 31, 2018, we issued 347,627 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 162,362 shares to provide for the employees’ withholding tax liability. Director Deferral Plan Our Non-Employee Director’s Deferral Program (the “Deferral Program”), as amended in December 2018, allows our non-employee directors to elect 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 December 31, 2018, 19,979 stock units have been granted in respect of deferrals under the Deferral Program. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | NOTE 13 – 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 (the “Property Owner”) for a purchase price of $68.885 million, of which $42.5 million was financed through a 10-year loan (the “Loan”) secured by The Berkley and the balance was paid in cash (half of which was funded by us). The non-recourse 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 Loan pursuant to Freddie Mac’s standard form of guaranty. The effective interest rate was 4.66% at December 31, 2018 and 3.72% at December 31, 2017. 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 December 31, 2018 and 2017 are as follows (dollars in thousands): December 31, 2018 December 31, 2017 ASSETS Real estate, net $ 51,802 $ 53,137 Cash and cash equivalents 201 218 Restricted cash 392 361 Tenant and other receivables, net 39 21 Prepaid expenses and other assets, net 43 71 Intangible assets, net 12,293 12,829 Total assets $ 64,770 $ 66,637 LIABILITIES Mortgage payable, net $ 41,135 $ 40,963 Accounts payable and accrued expenses 583 608 Total liabilities 41,718 41,571 MEMBERS’ EQUITY Members’ equity 27,236 27,795 Accumulated deficit (4,184 ) (2,729 ) Total members’ equity 23,052 25,066 Total liabilities and members’ equity $ 64,770 $ 66,637 Our investment in unconsolidated joint venture $ 11,526 $ 12,533 The statements of operations for the unconsolidated joint venture for the years ended December 31, 2018 and 2017, and for the period from December 5, 2016 through December 31, 2016 are as follows (dollars in thousands): For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Period From December 5, 2016 to December 31, 2016 Revenues Rental revenues $ 3,442 $ 3,367 $ 238 Other income 5 5 - Total revenues 3,447 3,372 238 Operating Expenses Property operating expenses 1,033 944 107 Real estate taxes 45 47 3 General and administrative 7 26 419 Amortization 536 1,533 112 Depreciation 1,318 1,310 93 Total operating expenses 2,939 3,860 734 Operating income (loss) 508 (488 ) (496 ) Interest expense, net 1,791 1,452 106 Interest expense -amortization of deferred finance costs 172 173 14 Net loss $ (1,455 ) $ (2,113 ) $ (616 ) Our equity in net loss from unconsolidated joint venture $ (728 ) $ (1,057 ) $ (308 ) |
QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
QUARTERLY FINANCIAL DATA | NOTE 14 – QUARTERLY FINANCIAL DATA (unaudited) The following table reflects quarterly condensed consolidated statements of operations for the periods indicated (dollars in thousands, except per share amounts): For the Year Ended December 31, 2018 January 1, 2018 to March 31, 2018 April 1, 2018 to June 30, 2018 July 1, 2018 to September 30, 2018 October 1, 2018 to December 31, 2018 Total revenues $ 397 $ 673 $ 1,298 $ 1,347 Total operating expenses 1,868 2,441 3,376 3,113 Operating loss (1,471 ) (1,768 ) (2,078 ) (1,766 ) Equity in net loss from unconsolidated joint venture (117 ) (139 ) (236 ) (236 ) Interest income, net 53 93 36 30 Loss before tax expense (1,535 ) (1,814 ) (2,278 ) (1,972 ) Tax expense (23 ) (27 ) (26 ) (214 ) Net loss attributable to common stockholders $ (1,558 ) $ (1,841 ) $ (2,304 ) $ (2,186 ) Loss per share - basic and diluted $ (0.05 ) $ (0.06 ) $ (0.07 ) $ (0.07 ) Weighted average number of common shares - basic and diluted 31,531 31,612 31,639 31,647 For the Year Ended December 31, 2017 January 1, 2017 to March 31, 2017 April 1, 2017 to June 30, 2017 July 1, 2017 to September 30, 2017 October 1, 2017 to December 31, 2017 Total revenues $ 460 $ 495 $ 507 $ 400 Total operating expenses 1,727 1,806 5,359 2,056 Operating loss (1,267 ) (1,311 ) (4,852 ) (1,656 ) Equity in net loss from unconsolidated joint venture (271 ) (237 ) (296 ) (253 ) Interest (expense) income, net (68 ) (41 ) 20 304 Interest (expense) income - amortization of deferred finance costs (82 ) (118 ) (145 ) 345 Reduction of claims liability 1,043 - - - Loss before gain on sale of real estate and tax (expense) benefit (645 ) (1,707 ) (5,273 ) (1,260 ) Gain on sale of real estate - - 3,853 - Tax (expense) benefit (36 ) (69 ) (32 ) 3,148 Net (loss) income attributable to common stockholders $ (681 ) $ (1,776 ) $ (1,452 ) $ 1,888 (Loss) income per share - basic and diluted $ (0.02 ) $ (0.06 ) $ (0.05 ) $ 0.06 Weighted average number of common shares - basic and diluted 27,560 31,290 31,446 31,452 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS We have performed subsequent event procedures through the date the consolidated financial statements were available to be issued, and there were no subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements. |
Schedule III - Consolidated Rea
Schedule III - Consolidated Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Consolidated Real Estate and Accumulated Depreciation | Schedule III - Consolidated Real Estate and Accumulated Depreciation (dollars in thousands) Initial Cost Amounts at which Carried at December 31, 2018 Property Encumbrances (1) Land and Land Improvements Real Estate Under Development Building, Building and Tenant Improvements (2) Cost Capitalized Subsequent to Acquisition Land Real Estate Under Development Building, Building and Tenant Improvements (2) Total Accumulated Depreciation Date of Acquisition (A) / Construction (C) 77 Greenwich, NY $ 47,719 $ - $ 16,634 $ - $ 114,737 $ - $ 131,371 $ - $ 131,371 $ - 1990(A) Brooklyn, New York 66,568 27,939 - 42,177 - 27,939 - 42,177 70,116 968 2018 (A) / 2017 (C) Paramus, NJ - - 1,548 - 4,747 - 6,295 - 6,295 - 1980 (A) / 1984 (C) West Palm Beach, FL 9,046 2,452 - 3,707 2,731 2,452 - 6,438 8,890 2,640 2001(A) $ 123,333 $ 30,391 $ 18,182 $ 45,884 $ 122,215 $ 30,391 $ 137,666 $ 48,615 $ 216,672 $ 3,608 (1) Encumbrances are net of deferred finance costs of approximately $5.1 million. (2) Depreciation on buildings and improvements reflected in the consolidated statements of operations and comprehensive loss is calculated on the straight-line basis over estimated useful lives of 10 to 39 years. (3) (a) Reconciliation of Total Real Estate Properties: The following table reconciles the activity for the real estate properties for the periods reported (dollars in thousands): Year Ended Year Ended Balance at beginning of period $ 78,658 $ 62,527 Additions 138,014 28,522 Sold real estate - (10,806 ) Write-off of demolished building - (1,585 ) Balance at end of period $ 216,672 $ 78,658 The aggregate cost of land, real estate under development, building and improvements, before depreciation, for federal income tax purposes at December 31, 2018 and 2017 was $216.7 million (unaudited) and $78.7 million (unaudited), respectively. (b) Reconciliation of Accumulated Depreciation: The following table reconciles the accumulated depreciation for the periods reported (dollars in thousands): Year Ended Year Ended Balance at beginning of period $ 2,389 $ 2,143 Depreciation related to real estate 1,219 246 Balance at end of period $ 3,608 $ 2,389 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | a. Principles of Consolidation - The 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 these unconsolidated joint ventures is included in our consolidated statements of 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 December 31, 2018 and December 31, 2017, 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 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. Investment in Unconsolidated Joint Venture - We account for our investment in an unconsolidated joint venture, The Berkley, under the equity method of accounting (see Note 13 - Investment in Unconsolidated Joint Venture for further information). We also assess our investment in the 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 December 31, 2018 or December 31, 2017. |
Use of Estimates | c. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. Reportable Segments - We operate in one reportable segment, commercial real estate. |
Concentrations of Credit Risk | e. Concentrations of Credit Risk - 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 - 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 normal 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 Buildings and 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. Real Estate Under Development - 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. Valuation of Long-Lived Assets - 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 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 any of the years ended December 31, 2018, 2017 and 2016. |
Fair Value Measurement | i. Fair Value Measurements - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820, 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 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 - Cash and cash equivalents include securities with original maturities of three months or less when purchased. |
Restricted Cash | k. Restricted Cash - Restricted cash represents amounts required to be restricted under our loan agreements and secured line of credit (see Note 10 - Loans Payable and Secured Line of Credit for further information), tenant related security deposits and deposits on property acquisitions. |
Revenue Recognition | l. Revenue Recognition - 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, leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. These reimbursements 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. Stock-Based Compensation – We have granted stock-based compensation, which is described below in Note 12 – 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. 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 respective vesting periods. |
Income Taxes | n. Income Taxes - 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 requires increased disclosures. As of both December 31, 2018 and December 31, 2017, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2018, 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 modifies 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 5 – Income Taxes for additional detail on our accounting for income taxes, including additional discussion on the enactment of the TCJA and the resulting impact on our 2017 financial statements. We are subject to certain federal, state and local income and franchise taxes. |
Earnings (loss) Per Share | o. Earnings (loss) Per Share - 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 under restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the periods presented. |
Deferred Financing Costs | p. Deferred Finance Costs |
Deferred Lease Costs | q. Deferred Lease Costs – 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 – 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. Reclassifications - Certain prior year financial statement amounts have been reclassified to conform to the current year presentation, including but not limited to, the adoption of Accounting Standards Update (“ASU”) 2016-09 as described below. |
Change in Estimate | t. Change in Estimate - Management periodically reviews the assumptions used in determining the accrued postretirement benefit obligation (see Note 8 – Pension and Profit Sharing Plans). In 2016, management changed the base mortality table used in determining the accrued postretirement benefit obligation to the newer RP-2016 table. The accrued postretirement benefit obligation increased by approximately $0.8 million at December 31, 2016 mainly due to the effect of this change in estimate. |
Accounting Standards Updates | Accounting Standards Updates In August 2018, the Securities and Exchange Commission (the “SEC“) adopted a final rule that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in its requirements, generally accepted accounting principles, or changes in the business environment. The SEC also referred certain disclosure requirements to the Financial Accounting Standards Board (the “FASB”) for potential incorporation into generally accepted accounting principles. The rule is effective for filings after November 5, 2018. We assessed the impact of this rule and determined that the changes resulted in clarification or expansion of existing requirements and it did not have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued 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 June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting”. This amendment provides additional guidance related to share-based payment transactions for acquiring goods or services from nonemployees. The guidance will be effective for fiscal years beginning after December 15, 2018, including the interim periods within that fiscal year. 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 the new standard will permit 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 guidance is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. We have not yet adopted the guidance, and do not expect a material impact on our consolidated financial statements when the new standard is implemented. In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” The guidance clarifies the changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in ASC 718. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In February 2017, the FASB issued ASU No. 2017-05, “Other Income-Gains and Losses from the De-recognition of Nonfinancial Assets (Subtopic 610-20),” to add guidance for partial sales of nonfinancial assets, including partial sales of real estate, eliminate rules specifically addressing sales of real estate, remove exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of non-financial assets to joint ventures. Historically, GAAP contained several different accounting models to evaluate whether the transfer of certain assets qualified for sale treatment. Under the new standard, we will recognize the sale, and associated gain or loss from the disposition, provided that the earnings process is complete. Subsequent to the adoption of the new standard, a gain or loss is recognized when the criteria for an asset to be derecognized are met, which include when (i) a contract exists and (ii) the buyer obtained control of the nonfinancial asset when sold. As a result, we may recognize a gain on a real estate disposition transaction that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control or certain forms of continuing involvement. ASU 2017-05 reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The guidance clarifies the definition of a business and provides guidance to assist with determining whether transactions should be accounted for as acquisitions of assets or businesses. The main provision is that an acquiree is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets. Upon the adoption of ASU No. 2017-01, we evaluated each acquisition of real estate or in-substance real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted as a business combination. Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. The adoption of this guidance, effective January 1, 2018, did not have a material impact on our financial position, results of operations or cash flows. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The guidance requires entities to show the changes on the total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between these items on the statement of cash flows. The adoption of this guidance, effective January 1, 2018, resulted in a restatement of our statement of cash flows for the year ended December 31, 2017, for comparative purposes. This resulted in an increase of approximately $2.9 million in net cash used in operating activities from $4.6 $1.6 million. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging Issues Task Force).” ASU 2016-15 provides final guidance on eight cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investees, separately identifiable cash flows and application of the predominance principle, and others. The adoption of this guidance, effective January 1, 2018, did not have a material effect on our financial position, results of operations or cash flows. In March 2016, FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period and the entity must adopt all of the amendments from ASU 2016-09 in the same period. We elected to early adopt ASU 2016-09 as of January 1, 2016 and the adoption has resulted in an adjustment of a reduction in real estate, net of $0.5 million, a reduction in liability related to stock-based compensation of $5.1 million, an increase in additional paid-in capital of $4.4 million and an increase in retained earnings of $0.2 million. 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 future payment obligations aggregating approximately $2.9 million at December 31, 2018 (see Note 9 - Commitments) for which we expect to record right of use assets and corresponding lease liabilities of approximately $2.4 million upon adoption of ASU 2016-02. ASU 2016-02 will also require extensive quantitative and qualitative disclosures and is effective for periods beginning after December 15, 2018, but early adoption is permitted. The new leases standard is effective for us on January 1, 2019. 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 will elect this optional transition method. Also, we will elect the ‘package of practical expedients’ which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. We are currently evaluating the effects ASU 2016-02 will have on our related disclosures and internal controls. We will finalize the calculation of the right-of-use asset and lease liability and completing the design of internal controls surrounding compliance with the new standard post-implementation. Based on our evaluation to date, we do not expect the impact of adopting this new standard to be material on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09 establishing ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method approach, however, there was no cumulative-effect required to be recognized in our accumulated deficit at the date of adoption. Our revenue contracts are primarily leases that are not within the scope of this standard. As a result, the adoption of ASC 606 did not have a material impact on our financial position, results of operations or cash flows. |
REAL ESTATE, NET (Tables)
REAL ESTATE, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of December 31, 2018 and 2017, real estate, net consisted of the following (dollars in thousands): December 31, 2018 December 31, 2017 Real estate under development $ 137,666 $ 69,783 Building and building improvements 47,190 5,817 Tenant improvements 731 606 Furniture and fixtures 694 - Land and land improvements 30,391 2,452 216,672 78,658 Less: accumulated depreciation 3,608 2,389 $ 213,064 $ 76,269 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents our purchase price allocation, including transaction costs Purchase Price Allocation: Land and land improvements $ 27,939 Building and building improvements 41,297 Tenant improvements 125 Furniture and fixtures 694 Real estate tax abatement 11,100 Acquired in-place leases 1,090 Assets acquired 82,245 Below-market lease value (285 ) Liabilities assumed (285 ) Purchase price $ 81,960 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2018, the estimated annual amortization of intangible assets for each of the five succeeding years and thereafter is as follows (dollars in thousands): Year Real Estate Amortization 2019 $ 740 2020 740 2021 740 2022 740 2023 740 Thereafter 6,952 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule Of Prepaid Expense And Other Assets | As of December 31, 2018 and 2017, prepaid expenses and other assets, net include the following (dollars in thousands): December 31, 2018 December 31, 2017 Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 1,616 1,673 Lease commissions 1,309 1,297 Other 2,052 1,203 7,067 6,263 Less: accumulated amortization 3,569 2,204 $ 3,498 $ 4,059 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for taxes is as follows (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Current: Federal $ - $ - $ - State 290 171 216 $ 290 $ 171 $ 216 Deferred: Federal $ - $ (3,182 ) $ - State - - - $ - $ (3,182 ) $ - Tax expense (benefit) $ 290 $ (3,011 ) $ 216 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Statutory federal income tax rate 21.0 % 35.0 % 35.0 % State taxes 17.1 % -0.7 % 7.5 % Permanent non-deductible expenses -1.7 % -10.5 % -6.9 % Federal rate change 0.0 % -654.5 % 0.0 % AMT credit calculation allowance release 0.0 % 61.6 % 0.0 % Change of valuation allowance -40.2 % 630.0 % -35.7 % Effective income tax rate -3.8 % 60.9 % -0.1 % |
Schedule of Deferred Tax Assets and Liabilities | The composition of our deferred tax assets and liabilities is as follows (dollars in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: Pension costs $ 602 $ 1,008 Stock-based compensation reserves not currently deductible - (147 ) Net operating loss carry forwards 53,901 56,462 Depreciation (including air rights) 5,756 1,796 Other 163 - Deferred gain on sale 4,987 - Investment in joint venture 355 254 Accrued expenses 178 220 Total deferred tax assets $ 65,942 $ 59,593 Valuation allowance (62,127 ) (59,469 ) Deferred tax asset after valuation allowance $ 3,815 $ 124 Deferred tax liabilities: Intangibles $ (3,525 ) $ (124 ) Other (290 ) - Total deferred tax liabilities $ (3,815 ) $ (124 ) Net deferred tax assets $ - $ - Current deferred tax assets $ - $ - Long-term deferred tax assets - - Total deferred tax assets $ - $ - |
RENTAL REVENUE (Tables)
RENTAL REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Operating Leases, Income Statement, Lease Revenue [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum rentals under non-cancellable terms of tenants’ operating leases (excluding license agreements) as of December 31, 2018 are as follows (dollars in thousands): Year ended Future Minimum Rentals 2019 $ 3,507 2020 1,619 2021 932 2022 911 2023 862 Thereafter 4,353 $ 12,184 |
PENSION PLANS (Tables)
PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | Presented below is financial information relating to this plan for the periods indicated (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 CHANGE IN BENEFIT OBLIGATION: Net benefit obligation - beginning of period $ 14,620 $ 14,278 Interest cost 666 697 Actuarial (gain) loss (630 ) 295 Gross benefits paid (988 ) (650 ) Net benefit obligation - end of period $ 13,668 $ 14,620 CHANGE IN PLAN ASSETS: Fair value of plan assets - beginning of period $ 12,120 $ 10,889 Employer contributions 470 460 Gross benefits paid (988 ) (650 ) Actual return on plan assets (750 ) 1,421 Fair value of plan assets - end of period $ 10,852 $ 12,120 Un-funded status at end of period $ (2,816 ) $ (2,500 ) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | The pension expense includes the following components (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 COMPONENTS OF NET PERIODIC COST: Interest cost $ 666 $ 697 Loss (gain) on assets 750 (1,421 ) Amortization of (gain) loss (990 ) 1,241 Net periodic cost $ 426 $ 517 WEIGHTED-AVERAGE ASSUMPTION USED: Discount rate 5.0 % 5.0 % Rate of compensation increase 0.0 % 0.0 % |
Schedule of Expected Benefit Payments | As of December 31, 2018 the benefits expected to be paid in the next five fiscal years and then in the aggregate for the five fiscal years thereafter are as follows (dollars in thousands): Year Amount 2019 $ 859 2020 867 2021 896 2022 917 2023 931 2024-2029 5,872 |
Schedule Of Level One Defined Benefit Plan Assets Roll Forward | The fair values and asset allocation of our plan assets as of December 31, 2018 and 2017 and the target allocation for fiscal 2018, by asset category, are presented in the following table. All fair values are based on quoted prices in active markets for identical assets (Level 1 in the fair value hierarchy) (dollars in thousands): December 31, 2018 December 31, 2017 % of Plan % of Plan Asset Category Asset Allocation Fair Value (1) Assets Fair Value Assets Cash and equivalents 0% to 10% $ 557 5 % $ 768 6 % Equity securities 40% to 57% 6,460 58 % 6,848 57 % Fixed income securities 35% to 50% 4,121 37 % 4,369 36 % Alternative investments 1% to 10% - 0 % 135 1 % Total $ 11,138 100 % $ 12,120 100 % (1) The fair value balance includes a $286,000 past due payable to be distributed in the first half of 2019. |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The remaining lease obligation for our corporate office is as follows (dollars in thousands): Year Ended: Future Minimum Rentals 2019 $ 439 2020 439 2021 447 2022 470 2023 470 Thereafter 586 $ 2,851 |
LOANS PAYABLE AND SECURED LIN_2
LOANS PAYABLE AND SECURED LINE OF CREDIT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Maturities of Long-term Debt | Combined aggregate principal maturities of mortgages and other loans payable as of December 31, 2018, excluding extension options, were as follows (dollars in thousands): Year of Maturity Principal 2019 $ 9,100 2020 67,800 2021 51,532 128,432 Less: deferred finance costs, net (5,099 ) Total loans payable, net $ 123,333 |
Schedule of Interest Income and Interest Expense | Consolidated interest (income) expense, net includes the following (dollars in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Interest expense $ 6,848 $ 2,488 $ 2,110 Interest capitalized (6,848 ) (2,488 ) (1,929 ) Interest income (212 ) (215 ) (223 ) Interest income, net $ (212 ) $ (215 ) $ (42 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity | Our SIP activity was as follows Year Ended December 31, 2018 Year Ended December 31, 2017 Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Balance available, beginning of period 541,319 - 614,500 - Granted to employees (176,000 ) $ 6.49 (48,600 ) $ 7.34 Granted to non-employee directors (10,223 ) $ 6.78 (18,938 ) $ 6.88 Deferred under non-employee director’s deferral program (14,336 ) $ 6.73 (5,643 ) $ 6.88 Balance available, end of period 340,760 - 541,319 - |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Our RSU activity is as follows Year ended December 31, 2018 Year ended December 31, 2017 Year ended December 31, 2016 Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Number of Shares Weighted Average Fair Value at Grant Date Non-vested at beginning of period 677,734 $ 6.44 1,621,235 $ 6.38 1,220,097 $ 6.65 Granted RSUs 176,000 $ 6.49 48,600 $ 7.46 1,289,669 $ 6.02 Vested (472,567 ) $ 6.20 (992,101 ) $ 6.45 (888,531 ) $ 6.23 Non-vested at end of period 381,167 $ 6.39 677,734 $ 6.44 1,621,235 $ 6.38 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment, Summarized Financial Information, Statement of Financial Position | The balance sheets for the unconsolidated joint venture at December 31, 2018 and 2017 are as follows (dollars in thousands): December 31, 2018 December 31, 2017 ASSETS Real estate, net $ 51,802 $ 53,137 Cash and cash equivalents 201 218 Restricted cash 392 361 Tenant and other receivables, net 39 21 Prepaid expenses and other assets, net 43 71 Intangible assets, net 12,293 12,829 Total assets $ 64,770 $ 66,637 LIABILITIES Mortgage payable, net $ 41,135 $ 40,963 Accounts payable and accrued expenses 583 608 Total liabilities 41,718 41,571 MEMBERS’ EQUITY Members’ equity 27,236 27,795 Accumulated deficit (4,184 ) (2,729 ) Total members’ equity 23,052 25,066 Total liabilities and members’ equity $ 64,770 $ 66,637 Our investment in unconsolidated joint venture $ 11,526 $ 12,533 |
Equity Method Investment, Summarized Financial Information, Statement of Operations | The statements of operations for the unconsolidated joint venture for the years ended December 31, 2018 and 2017, and for the period from December 5, 2016 through December 31, 2016 are as follows (dollars in thousands): For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Period From December 5, 2016 to December 31, 2016 Revenues Rental revenues $ 3,442 $ 3,367 $ 238 Other income 5 5 - Total revenues 3,447 3,372 238 Operating Expenses Property operating expenses 1,033 944 107 Real estate taxes 45 47 3 General and administrative 7 26 419 Amortization 536 1,533 112 Depreciation 1,318 1,310 93 Total operating expenses 2,939 3,860 734 Operating income (loss) 508 (488 ) (496 ) Interest expense, net 1,791 1,452 106 Interest expense -amortization of deferred finance costs 172 173 14 Net loss $ (1,455 ) $ (2,113 ) $ (616 ) Our equity in net loss from unconsolidated joint venture $ (728 ) $ (1,057 ) $ (308 ) |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Information | The following table reflects quarterly condensed consolidated statements of operations for the periods indicated (dollars in thousands, except per share amounts): For the Year Ended December 31, 2018 January 1, 2018 to March 31, 2018 April 1, 2018 to June 30, 2018 July 1, 2018 to September 30, 2018 October 1, 2018 to December 31, 2018 Total revenues $ 397 $ 673 $ 1,298 $ 1,347 Total operating expenses 1,868 2,441 3,376 3,113 Operating loss (1,471 ) (1,768 ) (2,078 ) (1,766 ) Equity in net loss from unconsolidated joint venture (117 ) (139 ) (236 ) (236 ) Interest income, net 53 93 36 30 Loss before tax expense (1,535 ) (1,814 ) (2,278 ) (1,972 ) Tax expense (23 ) (27 ) (26 ) (214 ) Net loss attributable to common stockholders $ (1,558 ) $ (1,841 ) $ (2,304 ) $ (2,186 ) Loss per share - basic and diluted $ (0.05 ) $ (0.06 ) $ (0.07 ) $ (0.07 ) Weighted average number of common shares - basic and diluted 31,531 31,612 31,639 31,647 For the Year Ended December 31, 2017 January 1, 2017 to March 31, 2017 April 1, 2017 to June 30, 2017 July 1, 2017 to September 30, 2017 October 1, 2017 to December 31, 2017 Total revenues $ 460 $ 495 $ 507 $ 400 Total operating expenses 1,727 1,806 5,359 2,056 Operating loss (1,267 ) (1,311 ) (4,852 ) (1,656 ) Equity in net loss from unconsolidated joint venture (271 ) (237 ) (296 ) (253 ) Interest (expense) income, net (68 ) (41 ) 20 304 Interest (expense) income - amortization of deferred finance costs (82 ) (118 ) (145 ) 345 Reduction of claims liability 1,043 - - - Loss before gain on sale of real estate and tax (expense) benefit (645 ) (1,707 ) (5,273 ) (1,260 ) Gain on sale of real estate - - 3,853 - Tax (expense) benefit (36 ) (69 ) (32 ) 3,148 Net (loss) income attributable to common stockholders $ (681 ) $ (1,776 ) $ (1,452 ) $ 1,888 (Loss) income per share - basic and diluted $ (0.02 ) $ (0.06 ) $ (0.05 ) $ 0.06 Weighted average number of common shares - basic and diluted 27,560 31,290 31,446 31,452 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Textual) $ in Millions | Dec. 31, 2018USD ($) |
The Berkley [Member] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Federal [Member] | |
Operating Loss Carryforwards | $ 222 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | one year |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Tax Abatement | 15 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Tax Abatement | 25 years |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Tenant Improvements [Member] | |
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 [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | one year |
Tenant Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 35.00% | |||||
Net Cash Provided by (Used in) Operating Activities | $ 7,500 | $ (2,671) | $ (7,512) | $ (14,754) | ||||
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease) | 800 | |||||||
Deferred Offering Costs | $ 100 | 100 | ||||||
Capital Lease Obligations, Noncurrent | 2,900 | 2,900 | ||||||
Increase In Cash From Operating Activities | 2,900 | |||||||
Decrease In Cash From Investing Activities | 8,100 | |||||||
Net Cash Provided by (Used in) Investing Activities | $ 9,700 | (91,622) | $ (1,626) | $ (26,214) | ||||
Accounting Standards Update 2016-18 [Member] | ||||||||
Net Cash Provided by (Used in) Operating Activities | $ 4,600 | |||||||
Accounting Standards Update 2016-09 [Member] | ||||||||
Reduction in Real Estate due to Change in Accounting Principle | $ 500 | |||||||
Reduction in Liability related to Stock Based Compensation due to Change in Accounting Principle | 5,100 | |||||||
Increase in Additional Paid in Capital due to Change in Accounting Principle | 4,400 | |||||||
Increase in Retained Earnings due to Change in Accounting Principle | $ 200 | |||||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Operating Lease, Liability | 2,400 | 2,400 | ||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||
Deferred Offering Costs | $ 5,100 | $ 5,100 | ||||||
Scenario, Plan [Member] | ||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
REAL ESTATE, NET (Details)
REAL ESTATE, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Real Estate Investment Property, at Cost | $ 216,672 | $ 78,658 |
Less: accumulated depreciation | 3,608 | 2,389 |
Real Estate Investment Property, Net | 213,064 | 76,269 |
Real estate under development | ||
Real Estate Investment Property, at Cost | 137,666 | 69,783 |
Buildings and building improvements | ||
Real Estate Investment Property, at Cost | 47,190 | 5,817 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 731 | 606 |
Furniture and fixtures | ||
Real Estate Investment Property, at Cost | 694 | 0 |
Land and Land Improvements | ||
Real Estate Investment Property, at Cost | $ 30,391 | $ 2,452 |
REAL ESTATE, NET (Details 1)
REAL ESTATE, NET (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Land and land improvements | $ 27,939 |
Building and building improvements | 41,297 |
Tenant improvements | 125 |
Furniture and fixtures | 694 |
Real estate tax abatement | 11,100 |
Acquired in-place leases | 1,090 |
Assets acquired | 82,245 |
Below-market lease value | (285) |
Liabilities assumed | (285) |
Purchase price | $ 81,960 |
REAL ESTATE, NET (Details 2)
REAL ESTATE, NET (Details 2) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 740 |
2020 | 740 |
2021 | 740 |
2022 | 740 |
2023 | 740 |
Thereafter | $ 6,952 |
REAL ESTATE, NET (Details Textu
REAL ESTATE, NET (Details Textual) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 24, 2018 | |
Depreciation | $ 1,200,000 | $ 246,000 | |||
Total Purchase Price Of Property | $ 81,200,000 | ||||
Property, Plant and Equipment, Estimated Useful Lives | one year | ||||
Finite-Lived Intangible Assets, Net | $ 11,100,000 | $ 11,100,000 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 3,569,000 | $ 3,569,000 | $ 2,204,000 | ||
Amortization of Intangible Assets | 448,000 | ||||
Business Acquisition, Transaction Costs | $ 700,000 | ||||
Subsequent Event [Member] | |||||
Percentage of lease real estate property | 78.00% | ||||
Maximum [Member] | |||||
Property Tax Abatement | 25 years | ||||
Minimum [Member] | |||||
Property Tax Abatement | 15 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years | ||||
Building and Building Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | one year | ||||
Tenant Improvements [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining term of the lease or useful life | ||||
Tenant Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Estimated Useful Lives | 27.5 years | ||||
Tenant Improvements [Member] | 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 | 25,700,000 | ||||
Construction Costs Reimbursed | $ 23,100,000 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Prepaid expenses | 1,616 | 1,673 |
Lease commissions | 1,309 | 1,297 |
Other | 2,052 | 1,203 |
Prepaid Expense And Other Assets Gross | 7,067 | 6,263 |
Less: accumulated amortization | 3,569 | 2,204 |
Prepaid Expense and Other Assets | $ 3,498 | $ 4,059 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 290 | 171 | 216 | ||||||||
Current Income Tax Expense (Benefit), Total | 290 | 171 | 216 | ||||||||
Deferred: | |||||||||||
Federal | 0 | (3,182) | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Deferred Income Tax Expense Total | 0 | (3,182) | 0 | ||||||||
Tax (benefit) expense | $ 214 | $ 26 | $ 27 | $ 23 | $ (3,148) | $ 32 | $ 69 | $ 36 | $ 290 | $ (3,011) | $ 216 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statuary federal income tax rate | 21.00% | 35.00% | 35.00% |
State taxes | 17.10% | (0.70%) | 7.50% |
Permanent non-deductible expenses | (1.70%) | (10.50%) | (6.90%) |
Federal rate change | 0.00% | (654.50%) | 0.00% |
AMT credit calculation allowance release | 0.00% | 61.60% | 0.00% |
Change of valuation allowance | (40.20%) | 630.00% | (35.70%) |
Effective income tax rate | (3.80%) | 60.90% | (0.10%) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Pension costs | $ 602 | $ 1,008 |
Stock-based compensation reserves not currently deductible | 0 | (147) |
Net operating loss carry forwards | 53,901 | 56,462 |
Depreciation (including air rights) | 5,756 | 1,796 |
Other | 163 | 0 |
Deferred gain on sale | 4,987 | 0 |
Investment in joint venture | 355 | 254 |
Accrued expenses | 178 | 220 |
Total deferred tax assets | 65,942 | 59,593 |
Valuation allowance | (62,127) | (59,469) |
Deferred tax asset after valuation allowance | 3,815 | 124 |
Deferred tax liabilities: | ||
Intangibles | (3,525) | (124) |
Other | (290) | 0 |
Total deferred tax liabilities | (3,815) | (124) |
Net deferred tax assets | 0 | 0 |
Current deferred tax assets | 0 | 0 |
Long-term deferred tax assets | 0 | 0 |
Total deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance | $ 62,127 | $ 59,469 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | 35.00% | |
Tax Credit Carryforward, Limitations on Use | Pursuant to the TCJA, alternative minimum tax (“AMT”) credit carryforwards will be eligible for a 50% refund through tax years 2018 through 2020. | |||
Tax Credit Carryforward, Valuation Allowance | $ 3,100 | |||
Deferred Income Tax Assets, Net | 3,100 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 33,700 | |||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 84,000 | |||
Operating Loss Carryforward Expiration Year | 2037 | |||
Federal [Member] | ||||
Operating Loss Carryforwards | $ 222,000 | |||
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 | $ 23,500 | |||
New York City [Member] | ||||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 17,900 |
RENTAL REVENUE (Details)
RENTAL REVENUE (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 3,507 |
2020 | 1,619 |
2021 | 932 |
2022 | 911 |
2023 | 862 |
Thereafter | 4,353 |
Operating Leases, Future Minimum Payments Receivable | $ 12,184 |
RENTAL REVENUE (Details Textual
RENTAL REVENUE (Details Textual) | Dec. 31, 2018 |
The Berkley [Member] | |
Leased Asset Percent | 78.00% |
Number Of Tenants | 82 |
West Palm Beach Property [Member] | |
Leased Asset Percent | 70.00% |
Number Of Tenants | 18 |
Paramus New Jersey Property [Member] | |
Leased Asset Percent | 100.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Plan Assets, Amount | $ 11,138 | [1] | $ 12,120 | $ 10,889 |
[1] | The fair value balance includes a $286,000 distribution past due payable to be distributed in the first half of 2019. |
PENSION PLANS (Details)
PENSION PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
CHANGE IN BENEFIT OBLIGATION: | |||
Net benefit obligation - beginning of period | $ 14,620 | $ 14,278 | |
Interest cost | 666 | 697 | |
Actuarial (gain) loss | (630) | 295 | |
Gross benefits paid | (988) | (650) | |
Net benefit obligation - end of period | 13,668 | 14,620 | |
CHANGE IN PLAN ASSETS: | |||
Fair value of plan assets - beginning of period | 12,120 | 10,889 | |
Employer contributions | 470 | 460 | |
Gross benefits paid | (988) | (650) | |
Actual return on plan assets | (750) | 1,421 | |
Fair value of plan assets - end of period | 11,138 | [1] | 12,120 |
Un-funded status at end of period | $ (2,816) | $ (2,500) | |
[1] | The fair value balance includes a $286,000 distribution past due payable to be distributed in the first half of 2019. |
PENSION PLANS (Details 1)
PENSION PLANS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
COMPONENTS OF NET PERIODIC COST: | ||
Interest cost | $ 666 | $ 697 |
Loss (gain) on assets | 750 | (1,421) |
Amortization of (gain) loss | (990) | 1,241 |
Net periodic cost | $ 426 | $ 517 |
WEIGHTED-AVERAGE ASSUMPTION USED: | ||
Discount rate | 5.00% | 5.00% |
Rate of compensation increase | 0.00% | 0.00% |
PENSION PLANS (Details 2)
PENSION PLANS (Details 2) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 859 |
2020 | 867 |
2021 | 896 |
2022 | 917 |
2023 | 931 |
2024-2029 | $ 5,872 |
PENSION PLANS (Details 3)
PENSION PLANS (Details 3) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value | $ 11,138 | [1] | $ 12,120 | $ 10,889 |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 100.00% | 100.00% | ||
Cash and Cash Equivalents [Member] | ||||
Fair Value | $ 557 | [1] | $ 768 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 5.00% | 6.00% | ||
Cash and Cash Equivalents [Member] | Maximum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 10.00% | |||
Cash and Cash Equivalents [Member] | Minimum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 0.00% | |||
Equity Securities [Member] | ||||
Fair Value | $ 6,460 | [1] | $ 6,848 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 58.00% | 57.00% | ||
Equity Securities [Member] | Maximum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 57.00% | |||
Equity Securities [Member] | Minimum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 40.00% | |||
Fixed income securities [Member] | ||||
Fair Value | $ 4,121 | [1] | $ 4,369 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 37.00% | 36.00% | ||
Fixed income securities [Member] | Maximum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 50.00% | |||
Fixed income securities [Member] | Minimum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 35.00% | |||
Alternative Investment [Member] | ||||
Fair Value | $ 0 | [1] | $ 135 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 0.00% | 1.00% | ||
Alternative Investment [Member] | Maximum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 10.00% | |||
Alternative Investment [Member] | Minimum [Member] | ||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 1.00% | |||
[1] | The fair value balance includes a $286,000 distribution past due payable to be distributed in the first half of 2019. |
PENSION PLANS (Details Textual)
PENSION PLANS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2019 | Feb. 27, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 17, 2012 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 15,000,000 | $ 2,800,000 | $ 2,500,000 | |||
Multiemployer Plans, Withdrawal Obligation | $ 203,000 | |||||
Multiemployer Plans, Minimum Contribution | $ 6,000,000 | |||||
Expected Long Term Rate Of Return | 6.00% | 6.00% | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 65,000 | $ 55,000 | $ 54,000 | |||
Subsequent Event [Member] | ||||||
Defined Benefit Plan, Plan Assets, Payment for Settlement | $ 286,000 | |||||
Syms Sponsored Plan [Member] | ||||||
Syms Plan Minimum Contribution | $ 4,500,000 | |||||
Payment for Pension Benefits | 470,000 | |||||
Multiemployer Plans, Pension [Member] | ||||||
Multiemployer Plans, Accumulated Benefit Obligation | 922,000 | $ 1,700,000 | ||||
Multiemployer Plan, Contributions by Employer | $ 813,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 439 |
2020 | 439 |
2021 | 447 |
2022 | 470 |
2023 | 470 |
Thereafter | 586 |
Operating Leases, Future Minimum Payments Due | $ 2,851 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fifth Avenue, New York [Member] | |
Operating Leases, Rent Expense | $ 348,000 |
LOANS PAYABLE AND SECURED LIN_3
LOANS PAYABLE AND SECURED LINE OF CREDIT (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 9,100 | |
2020 | 67,800 | |
2021 | 51,532 | |
Long-term Debt and Capital Lease Obligations | 128,432 | |
Less: deferred finance costs, net | (5,099) | |
Total loans payable, net | $ 123,333 | $ 36,167 |
LOANS PAYABLE AND SECURED LIN_4
LOANS PAYABLE AND SECURED LINE OF CREDIT (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense | $ 6,848 | $ 2,488 | $ 2,110 | ||||||||
Interest capitalized | (6,848) | (2,488) | (1,929) | ||||||||
Interest income | (212) | (215) | (223) | ||||||||
Interest (income) expense, net | $ (30) | $ (36) | $ (93) | $ (53) | $ (304) | $ (20) | $ 41 | $ 68 | $ (212) | $ (215) | $ (42) |
LOANS PAYABLE AND SECURED LIN_5
LOANS PAYABLE AND SECURED LINE OF CREDIT (Details Textual) | May 11, 2016USD ($) | May 25, 2018 | Dec. 22, 2017USD ($)ft² | Feb. 22, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2019USD ($) | May 24, 2018USD ($) | Sep. 30, 2017USD ($) | Aug. 04, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 09, 2015USD ($) |
Interest Costs Capitalized | $ 152,000 | ||||||||||||
Long-term Line of Credit | 0 | $ 0 | |||||||||||
Line of Credit Facility, Expiration Date | Feb. 22, 2019 | ||||||||||||
Loans Payable | 123,333,000 | 36,167,000 | |||||||||||
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 | $ 11,496,000 | 15,273,000 | $ 4,678,000 | $ 38,173,000 | |||||||||
Maximum [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 2.50% | |||||||||||
Loans Payable [Member] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.22% | ||||||||||||
Debt Instrument, Face Amount | $ 67,800,000 | ||||||||||||
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 | $ 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 | 3,000 | 3,000 | |||||||||||
Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 497,000 | $ 344,000 | |||||||||||
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 | 4.80% | 3.86% | |||||||||||
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 | $ 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 | $ 5,000 | |||||||||||
Greenwich Loan [Member] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||||||||||||
Greenwich Construction Loan [Member] | |||||||||||||
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 | (i) LIBOR plus 8.25% and (ii) 9.25%. The effective interest rate on the 77 Greenwich Construction Facility was 10.6% as of December 31, 2018 and 9.81% at December 31, 2017. | ||||||||||||
Loans Payable | $ 51,500,000 | $ 32,700,000 | |||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 15,000,000 | ||||||||||||
Greenwich Construction Loan [Member] | Subsequent Event [Member] | |||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 10,000,000 | ||||||||||||
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 | ||||||||||||
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 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Apr. 05, 2017 | Feb. 14, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 22, 2017 |
Capital Stock Shares Authorised | 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 | ||||
Stock Issued During Period, Value, New Issues | $ 40,561,000 | $ 880,000 | ||||
Common Stock, Shares, Issued | 37,161,068 | 36,803,218 | 36,803,218 | |||
Common Stock, Shares, Outstanding | 31,647,284 | 31,451,796 | ||||
Proceeds from Issuance of Common Stock | $ 14,100,000 | $ 0 | $ 40,561,000 | 880,000 | ||
Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 3,585,000 | |||||
Shares Issued, Price Per Share | $ 7.50 | |||||
Proceeds from Issuance of Common Stock | $ 26,900,000 | |||||
Rights Offering [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 1,884,564 | |||||
Shares Issued, Price Per Share | $ 7.50 | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Value, New Issues | $ 55,000 | $ 1,000 | ||||
Stock Issued During Period, Shares, New Issues | 5,472 | 120 | ||||
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 | ||||
Stock Issuance Program, Remaining Amount Authorized | $ 10,800,000 | |||||
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 | ||||
Special Stock, Shares Authorized | 40,000,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares, Balance available, beginning of period | 541,319 | 614,500 |
Number of Shares, Deferred under non-employee director's deferral program | (14,336) | (5,643) |
Number of Shares, Balance available, end of period | 340,760 | 541,319 |
Weighted Average Fair Value at Grant Date, Balance available, beginning of period | $ 0 | $ 0 |
Weighted Average Fair Value at Grant Date, Deferred under non-employee director's deferral program | 6.73 | 6.88 |
Weighted Average Fair Value at Grant Date, Balance available, end of period | $ 0 | $ 0 |
Director [Member] | ||
Number of Shares, Granted | (10,223) | (18,938) |
Weighted Average Fair Value at Grant Date, Granted | $ 6.78 | $ 6.88 |
Employees [Member] | ||
Number of Shares, Granted | (176,000) | (48,600) |
Weighted Average Fair Value at Grant Date, Granted | $ 6.49 | $ 7.34 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares, Non-vested at beginning of period | 677,734 | 1,621,235 | 1,220,097 |
Number of Shares, Granted RSUs | 176,000 | 48,600 | 1,289,669 |
Number of Shares, Vested | (472,567) | (992,101) | (888,531) |
Number of Shares, Non-vested at end of period | 381,167 | 677,734 | 1,621,235 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 6.44 | $ 6.38 | $ 6.65 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 6.49 | 7.46 | 6.02 |
Weighted Average Fair Value at Grant Date, Vested | 6.20 | 6.45 | 6.23 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 6.39 | $ 6.44 | $ 6.38 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Sep. 09, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Allocated Share-based Compensation Expense | $ 665,000 | $ 1,600,000 | $ 5,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 176,000 | 48,600 | 1,289,669 | |
Deferred Compensation Arrangement with Individual Shares Outstanding | 19,979 | |||
Other Employees [Member] | ||||
Restricted Stock or Unit Expense | $ 761,000 | |||
Employees and executive officers [Member] | ||||
Stock Issued During Period, Shares, New Issues | 347,627 | |||
Stock Repurchased During Period, Shares | 162,362 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 837,000 | |||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | 1,200,000 | $ 1,100,000 | $ 2,800,000 | |
Restricted Stock Units (RSUs) [Member] | Other Employees [Member] | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 303,000 | |||
2015 Stock Incentive Plan[Member] | ||||
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 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
MEMBERS' EQUITY | ||
Our investment in unconsolidated joint venture | $ 11,526 | $ 12,533 |
Corporate Joint Venture [Member] | ||
ASSETS | ||
Real estate, net | 51,802 | 53,137 |
Cash and cash equivalents | 201 | 218 |
Restricted cash | 392 | 361 |
Tenant and other receivables, net | 39 | 21 |
Prepaid expenses and other assets, net | 43 | 71 |
Intangible assets, net | 12,293 | 12,829 |
Total assets | 64,770 | 66,637 |
LIABILITIES | ||
Mortgage payable, net | 41,135 | 40,963 |
Accounts payable and accrued expenses | 583 | 608 |
Total liabilities | 41,718 | 41,571 |
MEMBERS' EQUITY | ||
Members' equity | 27,236 | 27,795 |
Accumulated deficit | (4,184) | (2,729) |
Total members' equity | 23,052 | 25,066 |
Total liabilities and members' equity | 64,770 | 66,637 |
Our investment in unconsolidated joint venture | $ 11,526 | $ 12,533 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||||||||||||
Rental revenues | $ 238 | |||||||||||
Other income | 0 | |||||||||||
Total revenues | 238 | |||||||||||
Operating Expenses | ||||||||||||
Property operating expenses | 107 | |||||||||||
Real estate taxes | 3 | |||||||||||
General and administrative | 419 | |||||||||||
Amortization | 112 | |||||||||||
Depreciation | 93 | |||||||||||
Total operating expenses | 734 | |||||||||||
Operating income (loss) | (496) | |||||||||||
Interest expense, net | 106 | |||||||||||
Interest expense - amortization of deferred finance costs | 14 | |||||||||||
Net loss | (616) | |||||||||||
Our equity in net loss from unconsolidated joint venture | $ (308) | $ (236) | $ (236) | $ (139) | $ (117) | $ (253) | $ (296) | $ (237) | $ (271) | $ (728) | $ (1,057) | $ (308) |
Corporate Joint Venture [Member] | ||||||||||||
Revenues | ||||||||||||
Rental revenues | 3,442 | 3,367 | ||||||||||
Other income | 5 | 5 | ||||||||||
Total revenues | 3,447 | 3,372 | ||||||||||
Operating Expenses | ||||||||||||
Property operating expenses | 1,033 | 944 | ||||||||||
Real estate taxes | 45 | 47 | ||||||||||
General and administrative | 7 | 26 | ||||||||||
Amortization | 536 | 1,533 | ||||||||||
Depreciation | 1,318 | 1,310 | ||||||||||
Total operating expenses | 2,939 | 3,860 | ||||||||||
Operating income (loss) | 508 | (488) | ||||||||||
Interest expense, net | 1,791 | 1,452 | ||||||||||
Interest expense - amortization of deferred finance costs | 172 | 173 | ||||||||||
Net loss | (1,455) | (2,113) | ||||||||||
Our equity in net loss from unconsolidated joint venture | $ (728) | $ (1,057) |
INVESTMENT IN UNCONSOLIDATED _5
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Details Textual) $ in Thousands | Dec. 05, 2016USD ($) | Dec. 31, 2018ft² | Dec. 31, 2017 |
The 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 | 4.66% | 3.72% | |
The Berkley [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase Price Of Property | $ 68,885 | ||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Area of Land | ft² | 99,000 |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | ||||||||||||
Total revenues | $ 1,347 | $ 1,298 | $ 673 | $ 397 | $ 400 | $ 507 | $ 495 | $ 460 | $ 3,715 | $ 1,862 | $ 1,856 | |
Total operating expenses | 3,113 | 3,376 | 2,441 | 1,868 | 2,056 | 5,359 | 1,806 | 1,727 | 10,798 | 10,948 | 8,844 | |
Operating loss | (1,766) | (2,078) | (1,768) | (1,471) | (1,656) | (4,852) | (1,311) | (1,267) | (7,083) | (9,086) | (6,988) | |
Equity in net loss from unconsolidated joint venture | $ (308) | (236) | (236) | (139) | (117) | (253) | (296) | (237) | (271) | (728) | (1,057) | (308) |
Interest Income (Expense), Net | 30 | 36 | 93 | 53 | 304 | 20 | (41) | (68) | 212 | 215 | 42 | |
Loss before tax expense | (1,972) | (2,278) | (1,814) | (1,535) | ||||||||
Interest expense -amortization of deferred finance costs | 345 | (145) | (118) | (82) | 0 | 0 | (98) | |||||
Reduction of claims liability | 0 | 0 | 0 | 1,043 | 0 | 1,043 | 132 | |||||
Loss before gain on sale of real estate and tax (expense) benefit | (1,260) | (5,273) | (1,707) | (645) | (7,599) | (8,885) | (7,220) | |||||
Gain on sale of real estate | 0 | 3,853 | 0 | 0 | 0 | 3,853 | 0 | |||||
Tax (expense) benefit | (214) | (26) | (27) | (23) | 3,148 | (32) | (69) | (36) | (290) | 3,011 | (216) | |
Net loss attributable to common stockholders | $ (2,186) | $ (2,304) | $ (1,841) | $ (1,558) | $ 1,888 | $ (1,452) | $ (1,776) | $ (681) | $ (7,889) | $ (2,021) | $ (7,436) | |
(Loss) income per share - basic and diluted | $ (0.07) | $ (0.07) | $ (0.06) | $ (0.05) | $ 0.06 | $ (0.05) | $ (0.06) | $ (0.02) | $ (0.25) | $ (0.07) | $ (0.29) | |
Weighted average number of common shares - basic and diluted | 31,647 | 31,639 | 31,612 | 31,531 | 31,452 | 31,446 | 31,290 | 27,560 | 31,607 | 30,451 | 25,439 |
Schedule III - Consolidated R_2
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | [1] | $ 123,333 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 30,391 | |||
Real Estate Under Development | 18,182 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | [2] | 45,884 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 122,215 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 30,391 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 137,666 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | [2] | 48,615 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 216,672 | $ 78,658 | $ 62,527 | |
SEC Schedule III, Real Estate Accumulated Depreciation | 3,608 | $ 2,389 | $ 2,143 | |
Greenwich Ny 77 [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | [1] | 47,719 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 0 | |||
Real Estate Under Development | 16,634 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | [2] | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 114,737 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 131,371 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | [2] | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 131,371 | |||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 0 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 1990 | |||
Paramus Nj [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | [1] | $ 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 0 | |||
Real Estate Under Development | 1,548 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | [2] | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 4,747 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 6,295 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | [2] | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 6,295 | |||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 0 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 1980 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Construction 1 | 1984 | |||
West Palm Beach, FL [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | [1] | $ 9,046 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 2,452 | |||
Real Estate Under Development | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | [2] | 3,707 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 2,731 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 2,452 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | [2] | 6,438 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 8,890 | |||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 2,640 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 2001 | |||
Brooklyn New York [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | [1] | $ 66,568 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 27,939 | |||
Real Estate Under Development | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | [2] | 42,177 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 27,939 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 0 | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | [2] | 42,177 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 70,116 | |||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 968 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 2018 | |||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Construction 1 | 2017 | |||
[1] | Encumbrances are net of deferred finance costs of approximately $5.1 million. | |||
[2] | Depreciation on buildings and improvements reflected in the consolidated statements of operations and comprehensive loss is calculated on the straight-line basis over estimated useful lives of 10 to 39 years. |
Schedule III - Consolidated R_3
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
Balance at beginning of period | $ 78,658 | $ 62,527 |
Additions | 138,014 | 28,522 |
Sold real estate | 0 | (10,806) |
Write-off of demolished building | 0 | (1,585) |
Balance at end of period | $ 216,672 | $ 78,658 |
Schedule III - Consolidated R_4
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||
Balance at beginning of period | $ 2,389 | $ 2,143 |
Depreciation related to real estate | 1,219 | 246 |
Balance at end of period | $ 3,608 | $ 2,389 |
Schedule III - Consolidated R_5
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross | $ 216,672 | $ 78,658 | $ 62,527 |
Building and Building Improvements [Member] | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross | $ 216,700 | $ 78,700 |