Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-08546 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TRINITY PLACE HOLDINGSĀ INC. | |
Entity Central Index Key | 0000724742 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2465228 | |
Entity Address, Address Line One | 340 Madison Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10173 | |
City Area Code | 212 | |
Local Phone Number | 235-2190 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Trading Symbol | TPHS | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 32,172,107 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Real estate, net | $ 263,883 | $ 293,226 |
Cash and cash equivalents | 5,192 | 9,196 |
Restricted cash | 12,972 | 9,474 |
Prepaid expenses and other assets, net | 2,639 | 9,097 |
Investments in unconsolidated joint ventures | 19,893 | 10,673 |
Receivables | 1,017 | 1,836 |
Deferred rents receivable | 67 | 6 |
Right-of-use asset | 1,651 | 1,904 |
Intangible assets, net | 9,357 | 9,912 |
Total assets | 316,671 | 345,324 |
LIABILITIES | ||
Loans payable, net | 185,951 | 169,735 |
Corporate credit facility, net | 29,880 | 0 |
Secured line of credit, net | 7,144 | 5,236 |
Note payable | 5,863 | 670 |
Deferred real estate deposits | 0 | 82,856 |
Accounts payable and accrued expenses | 12,707 | 22,243 |
Pension liabilities | 524 | 1,033 |
Lease liability | 1,805 | 2,065 |
Warrant liability | 465 | 1,795 |
Total liabilities | 244,339 | 285,633 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 38,326,367 and 37,612,465 shares issued at September 30, 2020 and December 31, 2019, respectively; 32,152,934 and 31,881,961 shares outstanding at September 30, 2020 and December 31, 2019, respectively | 383 | 376 |
Additional paid-in capital | 135,684 | 134,217 |
Treasury stock (6,173,433 and 5,730,504 shares at September 30, 2020 and December 31, 2019, respectively) | (56,791) | (55,731) |
Accumulated other comprehensive loss | (2,837) | (3,174) |
Retained earnings (accumulated deficit) | (4,107) | (15,997) |
Total stockholders' equity | 72,332 | 59,691 |
Total liabilities and stockholders' equity | 316,671 | 345,324 |
Blank Check Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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 | 38,326,367 | 37,612,465 |
Common Stock, Shares, Outstanding | 32,152,934 | 31,881,961 |
Treasury Stock, Shares | 6,173,433 | 5,730,504 |
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 |
Special Stock, Shares Authorized | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Rental revenues | $ 196 | $ 946 | $ 774 | $ 3,520 |
Other income | 80 | 231 | ||
Total revenues | 276 | 946 | 1,005 | 3,520 |
Operating Expenses | ||||
Property operating expenses | 2,709 | 1,191 | 5,464 | 2,687 |
Real estate taxes | 19 | 90 | 59 | 264 |
General and administrative | 1,188 | 1,286 | 3,953 | 3,971 |
Pension related costs | 165 | 183 | 495 | 549 |
Transaction related costs | 27 | 29 | 131 | 166 |
Depreciation and amortization | 690 | 600 | 2,076 | 2,377 |
Total operating expenses | 4,798 | 3,379 | 12,178 | 10,014 |
Operating loss | (4,522) | (2,433) | (11,173) | (6,494) |
Gain on sale of school condominium | 24,196 | 0 | ||
Equity in net loss from unconsolidated joint ventures | (176) | (218) | (1,302) | (626) |
Unrealized (loss) gain on warrants | (58) | 1,330 | 0 | |
Interest (expense) income, net | (545) | 14 | (795) | 53 |
Interest expense -amortization of deferred finance costs | (40) | (148) | ||
(Loss) income before taxes | (5,341) | (2,637) | 12,108 | (7,067) |
Tax expense | (51) | (8) | (218) | (199) |
Net (loss) income attributable to common stockholders | (5,392) | (2,645) | 11,890 | (7,266) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on pension liability | 112 | 116 | 337 | (1,302) |
Comprehensive (loss) income attributable to common stockholders | $ (5,280) | $ (2,529) | $ 12,227 | $ (8,568) |
(Loss) income per share - basic | $ (0.17) | $ (0.08) | $ 0.37 | $ (0.23) |
(Loss) income per share - diluted | $ (0.17) | $ (0.08) | $ 0.36 | $ (0.23) |
Weighted average number of common shares - basic | 32,297 | 31,953 | 32,290 | 31,896 |
Weighted average number of common shares - diluted | 32,297 | 31,953 | 32,731 | 31,896 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | (Accumulated Deficit) / Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2018 | $ 372 | $ 132,831 | $ (54,758) | $ (15,466) | $ (3,518) | $ 59,461 |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,213) | 0 | (2,213) |
Settlement of stock awards | $ 3 | 0 | $ (566) | 0 | 0 | (563) |
Settlement of stock awards (in shares) | 329 | (134) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 1,649 | (1,533) | 116 |
Stock-based compensation expense | 0 | 332 | 0 | 0 | 0 | 332 |
Balance at Mar. 31, 2019 | $ 375 | 133,163 | $ (55,324) | (16,030) | (5,051) | 57,133 |
Balance (in shares) at Mar. 31, 2019 | 37,490 | (5,648) | ||||
Balance at Dec. 31, 2018 | $ 372 | 132,831 | $ (54,758) | (15,466) | (3,518) | 59,461 |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) | ||||
Net loss attributable to common stockholders | (7,266) | |||||
Balance at Sep. 30, 2019 | $ 376 | 133,867 | $ (55,527) | (21,083) | (4,820) | 52,813 |
Balance (in shares) at Sep. 30, 2019 | 37,603 | (5,699) | ||||
Balance at Dec. 31, 2018 | $ 372 | 132,831 | $ (54,758) | (15,466) | (3,518) | 59,461 |
Balance (in shares) at Dec. 31, 2018 | 37,161 | (5,514) | ||||
Stock-based consulting fees | 1,800 | |||||
Balance at Dec. 31, 2019 | $ 376 | 134,217 | $ (55,731) | (15,997) | (3,174) | 59,691 |
Balance (in shares) at Dec. 31, 2019 | 37,612 | (5,731) | ||||
Balance at Mar. 31, 2019 | $ 375 | 133,163 | $ (55,324) | (16,030) | (5,051) | 57,133 |
Balance (in shares) at Mar. 31, 2019 | 37,490 | (5,648) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,408) | 0 | (2,408) |
Settlement of stock awards | $ 1 | 0 | $ (203) | 0 | 0 | (202) |
Settlement of stock awards (in shares) | 109 | (51) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 0 | 115 | 115 |
Stock-based compensation expense | 0 | 351 | 0 | 0 | 0 | 351 |
Balance at Jun. 30, 2019 | $ 376 | 133,514 | $ (55,527) | (18,438) | (4,936) | 54,989 |
Balance (in shares) at Jun. 30, 2019 | 37,599 | (5,699) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (2,645) | 0 | (2,645) |
Settlement of stock awards | $ 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of stock awards (in shares) | 4 | |||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | 0 | 0 | 116 | 116 |
Stock-based compensation expense | 0 | 353 | 0 | 0 | 0 | 353 |
Balance at Sep. 30, 2019 | $ 376 | 133,867 | $ (55,527) | (21,083) | (4,820) | 52,813 |
Balance (in shares) at Sep. 30, 2019 | 37,603 | (5,699) | ||||
Balance at Dec. 31, 2019 | $ 376 | 134,217 | $ (55,731) | (15,997) | (3,174) | 59,691 |
Balance (in shares) at Dec. 31, 2019 | 37,612 | (5,731) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (3,253) | 0 | (3,253) |
Settlement of stock awards | $ 4 | 0 | $ (648) | 0 | 0 | (644) |
Settlement of stock awards (in shares) | 438 | (197) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 0 | 112 | 112 |
Stock-based compensation expense | 0 | 280 | 0 | 0 | 0 | 280 |
Stock-based consulting fees | $ 2 | 598 | 0 | 0 | 0 | 600 |
Stock-based consulting fees (in shares) | 190 | |||||
Stock buy-back | $ 0 | 0 | $ (134) | 0 | 0 | (134) |
Stock buy-back shares | 0 | (74) | ||||
Balance at Mar. 31, 2020 | $ 382 | 135,095 | $ (56,513) | (19,250) | (3,062) | 56,652 |
Balance (in shares) at Mar. 31, 2020 | 38,240 | (6,002) | ||||
Balance at Dec. 31, 2019 | $ 376 | 134,217 | $ (55,731) | (15,997) | (3,174) | 59,691 |
Balance (in shares) at Dec. 31, 2019 | 37,612 | (5,731) | ||||
Net loss attributable to common stockholders | 11,890 | |||||
Stock-based consulting fees | 465,000,000 | |||||
Balance at Sep. 30, 2020 | $ 383 | 135,684 | $ (56,791) | (4,107) | (2,837) | 72,332 |
Balance (in shares) at Sep. 30, 2020 | 38,326 | (6,173) | ||||
Balance at Mar. 31, 2020 | $ 382 | 135,095 | $ (56,513) | (19,250) | (3,062) | 56,652 |
Balance (in shares) at Mar. 31, 2020 | 38,240 | (6,002) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | 20,535 | 0 | 20,535 |
Settlement of stock awards | $ 1 | 0 | $ (52) | 0 | 0 | (51) |
Settlement of stock awards (in shares) | 66 | (26) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 0 | 113 | 113 |
Stock-based compensation expense | 0 | 294 | 0 | 0 | 0 | 294 |
Stock buy-back | $ 0 | 0 | $ (213) | 0 | 0 | (213) |
Stock buy-back shares | 0 | (136) | ||||
Balance at Jun. 30, 2020 | $ 383 | 135,389 | $ (56,778) | 1,285 | (2,949) | 77,330 |
Balance (in shares) at Jun. 30, 2020 | 38,306 | (6,164) | ||||
Net loss attributable to common stockholders | $ 0 | 0 | $ 0 | (5,392) | 0 | (5,392) |
Settlement of stock awards | $ 0 | 0 | 0 | 0 | 0 | 0 |
Settlement of stock awards (in shares) | 20 | |||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | 0 | 0 | 112 | 112 |
Stock-based compensation expense | 0 | 295 | 0 | 0 | 0 | 295 |
Stock buy-back | $ 0 | 0 | $ (13) | 0 | 0 | (13) |
Stock buy-back shares | 0 | (9) | ||||
Balance at Sep. 30, 2020 | $ 383 | $ 135,684 | $ (56,791) | $ (4,107) | $ (2,837) | $ 72,332 |
Balance (in shares) at Sep. 30, 2020 | 38,326 | (6,173) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) attributable to common stockholders | $ 11,890 | $ (7,266) |
Adjustments to reconcile net income (loss) attributable to common stockholders to net cash used in operating activities: | ||
Depreciation and amortization and amortization of deferred finance costs | 2,224 | 2,377 |
Stock-based compensation expense | 602 | 675 |
Gain on sale of school condominium | (24,196) | 0 |
Deferred rents receivable | (61) | (33) |
Other non-cash adjustments - pension expense | 337 | 346 |
Unrealized gain on warrants | (1,330) | 0 |
Equity in net loss from unconsolidated joint ventures | 1,302 | 626 |
Distribution from unconsolidated joint ventures | 865 | 33 |
Decrease in operating assets: | ||
Receivables | 2,319 | (73) |
Prepaid expenses and other assets, net | 355 | 476 |
(Decrease) increase in operating liabilities: | ||
Accounts payable and accrued expenses | (807) | 1,088 |
Pension liabilities | (509) | (1,010) |
Net cash used in operating activities | (7,009) | (2,761) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (39,772) | (71,484) |
Deferred real estate deposits of codominium | 1,971 | 30,664 |
Investments in unconsolidated joint ventures | (10,575) | 0 |
Net cash used in investing activities | (48,376) | (40,820) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans and corporate facility | 69,740 | 42,448 |
Proceeds from secured line of credit | 4,400 | 5,037 |
Payment of finance costs | (339) | (148) |
Repayment of loans and secured line of credit | (17,868) | 0 |
Settlement of stock awards | (695) | (765) |
Stock buy-back | (359) | 0 |
Net cash provided by financing activities | 54,879 | 46,572 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (506) | 2,991 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 18,670 | 14,025 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 18,164 | 17,016 |
CASH AND CASH EQUIVALENTS, BEGINNING PERIOD | 9,196 | 11,496 |
RESTRICTED CASH, BEGINNING OF PERIOD | 9,474 | 2,529 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 18,670 | 14,025 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,192 | 5,705 |
RESTRICTED CASH, END OF PERIOD | 12,972 | 11,311 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 18,164 | 17,016 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 11,466 | 9,072 |
Cash paid during the period for: Taxes | 196 | 312 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued development costs included in accounts payable and accrued expenses | 7,246 | 10,864 |
Capitalized amortization of deferred financing costs and warrants | 2,107 | 2,105 |
Capitalized stock-based compensation expense | 267 | 362 |
Right-of-use asset | 0 | 1,986 |
Lease liabilities | $ 0 | $ (2,149) |
Business
Business | 9 Months Ended |
Sep. 30, 2020 | |
Business | |
Business | Note 1 ā Business Overview Trinity Place Holdings Inc. (āTrinity,ā āwe,ā āour,ā or āusā) is a real estate holding, investment, development and asset management company. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (ā77 Greenwichā). 77 Greenwich was a vacant building that was demolished and is under development as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a newly built 105-unit, 12-story multi-family property located at 237 11 th th th th th We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (āSymsā), including our on-line marketplace at FilenesBasement.com, our rights to the Stanley BlackerĀ® brand, as well as the intellectual property associated with the Running of the BridesĀ® event and An Educated Consumer is Our Best CustomerĀ® slogan. In addition, we had approximately $227.6 million of federal net operating loss carryforwards (āNOLsā) at September 30, 2020, which can be used to reduce our future taxable income and capital gains. Trinity is the successor to Syms, which also owned Fileneās 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 āPlanā) became effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation. We completed our final payment and reserve obligations under the Plan in March 2016. On January 18, 2018, Syms and certain of its subsidiaries (the āReorganized Debtorsā) filed with the United States Bankruptcy Court for the District of Delaware (the āBankruptcy Courtā) a motion for entry of a final decree (the āFinal Decreeā) (i) closing the chapter 11 cases of the Reorganized Debtors; and (ii) retaining the Bankruptcy Courtās 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, among other matters. On February 6, 2018, the Bankruptcy Court entered the Final Decree closing the chapter 11 cases of the Reorganized Debtors. COVID-19 Pandemic As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities issued a range of āstay-at-home ordersā, proclamations and directives aimed at minimizing the spread of COVID-19, among other restrictions on businesses and individuals. Additional proclamations and directives have been issued in response to further outbreaks, and may be issued in the future. The outbreak and restrictions have adversely affected our business operations including, among other things, a temporary suspension of construction work at our most significant asset, 77 Greenwich, which resumed in mid-April, initially on a modified basis as certain work was deemed āessentialā construction, and the temporary closing of the sales center for the 77 Greenwich residential condominium units as well as the temporary suspension of the remediation work being performed on 237 11 th The ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, recurring outbreaks, new information which may emerge concerning the pandemic and any additional preventative and protective actions that governments, lending institutions and other businesses, including us, may direct or institute. These and other developments have resulted in and are expected to result in an extended period of continued business disruption and reduced operations for us as well as for lending and other businesses and governmental entities with which we do business. The ultimate financial impacts cannot be reasonably estimated at this time but the outbreak, restrictions and future developments are anticipated to continue to have an adverse impact on our business, financial condition and results of operations, which has been and may continue to be material. The recent economic downturn and volatility in financial markets appear to have been primarily driven by uncertainties associated with the pandemic. As it relates to our business, these uncertainties include, but are not limited to, the adverse effect of the pandemic on the New York City and broader economy, residential and potential residential sentiment in New York City, particularly Manhattan, lending institutions, construction and material supply partners, travel and transportation services, our employees, residents and tenants, and traffic to and within geographic areas containing our real estate assets. The pandemic has adversely affected our near-term, and may adversely affect our long-term, liquidity, cash flows and revenues and has required and may continue to require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, seeking loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants in an effort to mitigate financial hardships and seeking access to federal, state and/or local financing and other programs. In addition, we continue to be subject to a New York State mandate disallowing tenant evictions for non-payment of rent due to COVID-19 related hardships. The measures taken to date, together with any additional measures and developments including those noted above, impacted and will continue to impact the Companyās business for the third and fourth fiscal quarters of 2020 and beyond, although the extent of the significance of the impact of the COVID-19 outbreak on our business and the duration for which it may have an impact cannot be determined at this time. ā Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The impact of the COVID-19 pandemic may affect our ability to extend or refinance our secured line of credit and the 237 11 th |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 ā Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the āSECā). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In managementās opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with our December 31, 2019 audited consolidated financial statements, as previously filed with the SEC in our 2019 Annual Report on Form 10-K (the ā2019 Annual Reportā). a. Principles of Consolidation - interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings or losses of our unconsolidated joint ventures, The Berkley and 250 North 10 th We consolidate a variable interest entity (the āVIEā) 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 entityās economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2020, 250 North 10 th 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 entityās 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. Investments in Unconsolidated Joint Ventures - th c. Use of Estimates d. Reportable Segments e. Concentrations of Credit Risk f. Real Estate ā ā ā ā 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 ā g. Real Estate Under Development 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 i. Fair Value Measurements 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 instrumentsā complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 j. Cash and Cash Equivalents k. Restricted Cash - l. Revenue Recognition estate taxes, insurance and other property operating expenses. As lessor, we have elected to combine the lease and non-lease component in accordance with ASC Topic 842 when reporting revenue. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the condensed consolidated statements of operations and comprehensive income (loss) as ārental revenues.ā Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. With the adoption of ASC Topic 842, we will apply the guidance under ASC 842 in assessing its lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that leaseās rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable. m. Stock-Based Compensation n. Income Taxes ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both September 30, 2020 and December 31, 2019, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2020, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain federal, state and local income and franchise taxes. o. Earnings (loss) Per Share p. Deferred Finance Costs terms of the related financing arrangements. Unamortized deferred finance costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. q. Deferred Lease Costs r. Underwriting Commissions and Costs Accounting Standards Updates In August 2018, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2018-13, āFair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.ā This amendment removed, modified and added the disclosure requirements under Topic 820. The adoption of this guidance, effective January 1, 2020, did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, āLeases.ā 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, 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 which had a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 8 - Commitments), and as such we recorded right-of-use assets and corresponding lease liabilities in this amount upon the adoption of ASU 2016-02 on January 1, 2019. In July 2018, the FASB issued ASU 2018-11, āLeases (Topic 842) ā Targeted Improvements,ā 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 elected this optional transition method, although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we elected the āpackage or practical expedientsā approach which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate, Net | |
Real Estate, Net | Note 3 ā Real Estate, Net As of September 30, 2020 and December 31, 2019, real estate, net, includes the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2020 2019 ā ā (unaudited) ā (audited) Real estate under development ā $ 197,525 ā $ 225,673 Building and building improvements ā 41,358 ā 41,358 Tenant improvements ā 127 ā 125 Furniture and fixtures ā 720 ā 708 Land and land improvements ā 27,939 ā 27,939 ā ā 267,669 ā 295,803 Less: accumulated depreciation ā 3,786 ā 2,577 ā ā $ 263,883 ā $ 293,226 ā Real estate under development as of September 30, 2020 and December 31, 2019 included 77 Greenwich and the Paramus, New Jersey property. The decrease in real estate under development mainly relates to the sale of the school condominium to the New York City School Construction Authority (the āSCAā) in April, 2020 (see 77 Greenwich and the New York City School Construction Authority below). Building and building improvements, tenant improvements, furniture and fixtures and land and land improvements included the 237 11 th Depreciation expense amounted to approximately $403,000 and $402,000 for the three months ended September 30, 2020 and 2019, respectively, and $1.2 million and $1.3 million for the nine months ended September 30, 2020 and 2019, respectively. Real Estate In May 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, intangibles, such as the value of above-market and below-market leases, real estate tax abatements and origination costs associated with the in-place leases. We depreciate the amount allocated to building and building improvements over their estimated useful lives, which generally range from one year to 27.5 years. We amortize the amount allocated to values associated with real estate tax abatement over the estimated period of benefit which is 15 years for 237 11 th one one As of September 30, 2020 and December 31, 2019, intangible assets, net consisted of real estate tax abatement at its original valuation of $11.1 million, respectively, partially offset by it related accumulated amortization of approximately $1.7 million and $1.2 million, respectively. For each of the three months ended September 30, 2020 and 2019, amortization expense amounted to $185,000, respectively, and for each of the nine months ended September 30, 2020 and 2019, amortization expense amounted to $555,000, respectively. ā 77 Greenwich and the New York City School Construction Authority Through a wholly-owned subsidiary, we entered into an agreement with the SCA, whereby we agreed to construct a school to be sold to the SCA as part of our condominium development at 77 Greenwich. Pursuant to the agreement, the SCA agreed to pay us $41.5 million for the purchase of their condominium unit and reimburse us for the costs associated with constructing the school, including a construction supervision fee of approximately $5.0 million. Payments for construction are made by the SCA to the general contractor in installments as construction on their school condominium unit progresses. Payments to us for the land and construction supervision fee commenced in January 2018 and continued through October 2019 for the land and will continue through 2020 for the construction supervision fee, with an aggregate of $45.9 million having been paid to us as of September 30, 2020 from the SCA. We have also received an aggregate of $47.6 million in reimbursable construction costs from the SCA through September 30, 2020. Payments and reimbursements from the SCA received prior to April 2020 were recorded as deferred real estate deposits on our condensed consolidated balance sheets until sales criteria were satisfied in April 2020. Upon Substantial Completion, as defined in our agreement with the SCA, which occurred in April 2020, the SCA closed on the purchase of the school condominium unit with us, at which point title transferred to the SCA. Following the conveyance of the school condominium unit to the SCA, the SCA is proceeding to complete the buildout of the interior space, which is planned to become an approximately 476 seat public elementary school. Upon conveyance, we recognized a gain on the sale of approximately $20.0 million and an additional gain of $4.2 million related to the recognition of our construction supervision fee, and our liquidity requirement on the 77 Greenwich Construction Facility was decreased from $15.0 million to $10.0 million. We have also guaranteed certain obligations with respect to the construction of the school. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expenses and Other Assets, Net | |
Prepaid Expenses and Other Assets, Net | Note 4 ā Prepaid Expenses and Other Assets, Net As of September 30, 2020 and December 31, 2019, prepaid expenses and other assets, net, include the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2020 2019 ā ā (unaudited) ā (audited) Trademarks and customer lists ā $ ā ā $ 2,090 Prepaid expenses ā 637 ā 797 Lease commissions ā ā ā 1,565 Deferred finance costs ā ā 1,795 ā ā 6,798 Other ā 606 ā 2,641 ā ā 3,038 ā 13,891 Less: accumulated amortization ā 399 ā 4,794 ā ā $ 2,639 ā $ 9,097 ā |
Loans Payable and Secured Line
Loans Payable and Secured Line of Credit | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable and Secured Line of Credit | |
Loans Payable and Secured Line of Credit | Note 5 ā Loans Payable and Secured Line of Credit Corporate Credit Facility In December 2019, we entered into a credit agreement (the āCorporate Credit Facilityā) with an affiliate of a global institutional investment management firm as initial lender (the āLenderā), and Trimont Real Estate Advisors, LLC, as administrative agent, pursuant to which the Lender agreed to extend us credit in multiple draws aggregating $70.0 million, which may be increased by $25.0 million subject to satisfaction of certain conditions and the consent of the Lender (the āLoanā). Draws under the Corporate Credit Facility may be made during the 32-month period following the closing date of the Corporate Credit Facility (the āClosing Dateā). The Corporate Credit Facility matures on December 19, 2024, subject to extensions until December 19, 2025 and June 19, 2026, respectively, under certain circumstances. The proceeds of the Corporate Credit Facility may be used for investments in certain multi-family apartment buildings in the greater New York City area and certain non-residential real estate investments approved by the Lender in its reasonable discretion, as well as in connection with certain property recapitalizations and in specified amounts for general corporate purposes and working capital. The Corporate Credit Facility was undrawn at December 31, 2019 and had an outstanding balance of $34.0 million at September 30, 2020. Accrued interest totaled approximately $1.1 million at September 30, 2020. The Corporate Credit Facility bears interest at a rate per annum equal to the sum of (i) 5.25% (the āPIK Interest Rateā) and (ii) a scheduled interest rate (the āCash Pay Interest Rateā) based on six-month periods from the Closing Date, which Cash Pay Interest Rate, from the Closing Date until the six-month anniversary of the Closing Date, equals 4.0%, subject to increase during the extension periods. The effective interest rate at September 30, 2020 was 9.375%. A $2.45 million commitment fee is payable 50% on the initial draw and 50% as amounts under the Corporate Credit Facility are drawn, with any remaining balance due on the last date of the draw period, and a 1.0% exit fee is payable in respect of Corporate Credit Facility repayments. As of September 30, 2020, we had paid $1.8 million of the commitment fee. The Corporate Credit Facility may be prepaid at any time subject to a prepayment premium on the portion of the Corporate Credit Facility being repaid. The Corporate Credit Facility is subject to certain mandatory prepayment provisions, including that, subject to the terms of the mortgage loan documents applicable to the Companyās 77 Greenwich property, 90% or 100% of the net cash proceeds of residential condominium sales, depending on the circumstances, and 70% of the net cash proceeds of retail condominium sales at the Companyās 77 Greenwich property shall be used to repay the Corporate Credit Facility. Upon final repayment of the Corporate Credit Facility, a multiple on invested capital, or MOIC, amount equal to 130% of the initial Corporate Credit Facility amount plus drawn incremental amounts less the sum of all interest payments, commitment fee and exit fee payments and prepayment premiums, if any, shall be due, if such amounts together with the aggregate amount of principal repaid are less than the MOIC amount. The collateral for the Corporate Credit Facility consists of (i) 100% of the equity interests in our direct subsidiaries, to the extent such a pledge is permitted by the organizational documents of such subsidiary and any financing agreements to which such subsidiary is a party, (ii) our cash and cash equivalents, excluding restricted cash and cash applied toward certain liquidity requirements under existing financing arrangements, and (iii) other non-real estate assets of ours, including intellectual property. The Corporate Credit Facility provides that we and our subsidiaries, as defined in the Corporate Credit Facility, must comply with various affirmative and negative covenants including restrictions on debt, liens, business activities, equity repurchases, distributions and dividends, disposition of assets and transactions with affiliates, as well as financial covenants regarding corporate loan to value, net worth and liquidity. Under the Corporate Credit Facility, we are permitted to repurchase up to $2.0 million of our common stock pursuant to board approved programs with Loan proceeds, $1.5 million with other sources of cash and otherwise subject to the consent of the required lenders. The Corporate Credit Facility also provides for certain events of default, including cross-defaults to our other loans, and for a guaranty of the Loan obligations by our loan party subsidiaries. Pursuant to the terms of the Corporate Credit Facility, so long as the Loan is outstanding and the Lender is owed or holds greater than 50% of the sum of (x) the aggregate principal amount of the Loan outstanding and (y) the aggregate unused commitments, the Lender will have the right to appoint one member of our and each subsidiaryās board of directors or equivalent governing body (the āDesigneeā). At the election of the Lender, a board observer may be selected in lieu of a board member. The Designee may also sit on up to three committees of the board of directors or equivalent governing body of ours and each subsidiary of the Designeeās choosing from time to time. The Designee will be entitled to receive customary reimbursement of expenses incurred in connection with his or her service as a member of the board and/or any committee thereof but will not, except in the case of an independent director, receive compensation for such service. Loans Payable 237 11 th In May 2018, in connection with the acquisition of 237 11 th th th th th things interest and operating expenses, and in the case of the mortgage loan, a guaranty of 25% of the principal amount, decreasing to 10% of the principal balance upon the debt yield ratio becoming equal to or greater than 7.0%. The 237 11 th The collateral for the 237 11 th Loan is the fee interest of our subsidiary in 237 11 th . The 237 11 th Loan requires us to comply with various customary affirmative and negative covenants and provides for certain events of default, the occurrence of which would permit the lender to declare the 237 11 th Loan due and payable, among other remedies. As of September 30, 2020, we were in compliance with all covenants of the 237 11 th Loan. 77 Greenwich Construction Facility In December 2017, a wholly-owned subsidiary of ours closed on a $189.5 million construction facility for 77 Greenwich (the ā77 Greenwich Construction Facilityā) with Massachusetts Mutual Life Insurance Company as lender and administrative agent (the ā77 Greenwich Lenderā). We draw down proceeds as costs related to the construction of the new mixed-use building are incurred. 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 $135.2 million and $104.9 million on the 77 Greenwich Construction Facility at September 30, 2020 and December 31, 2019, respectively, of which at September 30, 2020, $3.5 million is collateralizing letters of credit securing our obligation with the New York City MTA to upgrade the subway entrance. The 77 Greenwich Construction Facility has a four-year term ending January 2022 with an extension option for an additional year under certain circumstances. The collateral for the 77 Greenwich Construction Facility is the borrowerās fee interest in 77 Greenwich, which is the subject of a mortgage in favor of the 77 Greenwich Lender, as well as related collateral and pledge of equity in the borrower. The 77 Greenwich Construction Facility bears interest on amounts drawn at a rate per annum equal to the greater of (i) LIBOR plus 8.25% and (ii) 9.25%. The effective interest rate at September 30, 2020 and December 31, 2019 was 9.25% and 10.01%, respectively. The 77 Greenwich Construction Facility provides for certain loan proceeds 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 77 Greenwich 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 June 19, 2021, 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 initial liquidity of at least $15.0 million, consisting of unrestricted cash and, for up to 50% of the requirement, qualified lines of credit, and additional customary affirmative and negative covenants for loans of this type and our agreements with the SCA. The liquidity requirement decreased to $10.0 million upon conveyance of the school condominium to the SCA in April 2020. We also entered into certain completion and other guarantees with the 77 Greenwich Lender and the SCA in connection with the 77 Greenwich Construction Facility. As of September 30, 2020, we were in compliance with all covenants of the 77 Greenwich Construction Facility. In early April 2020, New York State required all non-essential construction projects be shut down due to the impact of the COVID-19 pandemic. As a result, the construction of 77 Greenwich was temporarily suspended. Construction recommenced mid-April, initially on a modified basis, as certain work was deemed "essential" construction. Since June 2020, a full crew has been on site and operating in accordance with applicable guidelines in response to the COVID-19 outbreak. Future delays in construction may result in a delay in our ability to complete the construction project on its original timeline and our ability to sell condominium units. Our ability to meet certain sales requirements applicable as of the end of 2020 and thereafter has been materially adversely affected and we expect we will be unable to meet the December 31, 2020 sales pace covenant. We are in active discussion with the 77 Greenwich Lender to amend certain terms of the 77 Greenwich Construction Facility, including with respect to the December 31, 2020 sales pace covenant. Despite the construction delays, we currently expect that the construction project will be completed within budget. We currently anticipate receiving our temporary certificates in stages from December 2020 through the first half of 2021. In December 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 both September 30, 2020 and December 31, 2019 was approximately zero. We did not designate this interest rate cap as a hedge and are recognizing the change in estimated fair value in interest expense. During the nine months ended September 30, 2020, there was no change in value of this instrument. Secured Line of Credit Our $12.75 million line of credit with Sterling National Bank is secured by the Paramus, New Jersey property and matures in March 2021. The line of credit bears interest at a rate of 200 basis points over the 30-day LIBOR, and is pre-payable at any time without penalty. A portion of the line of credit is subject to an unused fee. This secured line of credit had an outstanding balance of $7.15 million at September 30, 2020 and $5.25 million December 31, 2019 and an effective interest rate of 2.15% as of September 30, 2020 and 3.76% as of December 31, 2019. Interest Consolidated interest expense (income), net includes the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ā ā September 30, ā September 30, ā September 30, ā September 30, ā ā ā 2020 ā 2019 ā 2020 ā 2019 ā Interest expense ā $ 4,418 ā $ 3,525 ā $ 12,554 ā $ 9,905 ā Interest capitalized ā (3,820) ā (3,525) ā (11,702) ā (9,905) ā Interest income ā (53) ā (14) ā (57) ā (53) ā Interest expense (income), net ā $ 545 ā $ (14) ā $ 795 ā $ (53) ā ā |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | ā Note 6 ā 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, accounts payable and accrued expenses, and other liabilities approximated their carrying value because of their short-term nature. The fair value of the consolidated loans payable, corporate credit facility, the secured line of credit and the warrant liability approximated their carrying values as they are variable-rate instruments. |
Pension Plans
Pension Plans | 9 Months Ended |
Sep. 30, 2020 | |
Pension Plans | |
Pension Plans | Note 7 ā Pension Plans Defined Benefit Pension Plan Our predecessor, Syms, sponsored a defined benefit pension plan for certain eligible employees not covered under a collective bargaining agreement. The pension plan was frozen effective December 31, 2006. As of September 30, 2020 and December 31, 2019, we had a recorded liability of $524,000 and $924,000, respectively, which is included in pension liabilities on the accompanying condensed consolidated balance sheets. This liability represents the estimated cost to us of terminating the plan in a standard termination, which would require us to make additional contributions to the plan so that the assets of the plan are sufficient to satisfy all benefit liabilities. We currently plan to continue to maintain the Syms pension plan and make all contributions required under applicable minimum funding rules; however, we may terminate it at any time. In the event we terminate the plan, we intend that any such termination would 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 currently have no intention of terminating the pension plan. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $5.3 million to the Syms sponsored plan from September 17, 2012 through September 30, 2020. Historically, we have funded this plan in the third quarter of the calendar year. Multiemployer Pension Plans Certain Syms employees were covered by collective bargaining agreements and participated in various multiemployer pension plans. Syms ceased to have an obligation to contribute to these plans in 2012, thereby triggering a complete withdrawal from the plans within the meaning of section 4203 of the Employee Retirement Income Security Act of 1974. As a result of the complete withdrawal, we were obligated to pay a withdrawal liability to one of these pension plans through the first quarter of 2020. We were required to make quarterly payments in the amount of approximately $203,000 until this liability was completely paid, which occurred with the final payment of $109,000 in January 2020. We had no liability and a liability of $109,000 as of September 30, 2020 and December 31, 2019, respectively, related to this plan which is included in pension liabilities on the accompanying condensed consolidated balance sheets. See Note 8 - Commitments - Legal Proceedings - for further information regarding a claim related to the multiemployer pension plan. ā |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments | |
Commitments | Note 8 ā Commitments a. Leases ā Legal Proceedings In addition to this matter, in the normal course of business, we are also party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceeding, 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, results of operations or liquidity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | Note 9 ā Income Taxes Effects of the Tax Cuts and Jobs Act Pursuant to the U.S Tax Cuts and Jobs Act (the "TCJA") of 2017, alternative minimum tax (āAMTā) credit carryforwards will be eligible for a 50% refund in tax years 2018 through 2020. Beginning in tax year 2021, any remaining AMT credit carryforwards would be 100% refundable. As a result of these new rules, 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. We received approximately $1.6 million of the refund receivable in October 2019 and the balance of approximately $1.5 million in July 2020. Other At September 30, 2020, we had federal NOLs of approximately $227.6 million. NOLs generated prior to tax-year 2018 will expire in years through fiscal 2037 while NOLs generated in 2018 and forward carry-over indefinitely. In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against taxable capital gains of approximately $18.5 million. Since 2009 through September 30, 2020, we have utilized approximately $28.4 million of the federal NOLs. At September 30, 2020, we also had state NOLs of approximately $119.9 million. These state NOLs have various expiration dates through 2039, if applicable. We also had New York State and New York City prior NOL conversion (āPNOLCā) subtraction pools of approximately $19.5 million and $13.9 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 managementās 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 $59.7 million and $63.7 million as of September 30, 2020 and December 31, 2019, 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 stockholders equity. ā On March 27, 2020, President Trump signed into law the "Coronavirus Aid, Relief, and Economic Security (CARES) Act." The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The CARES Act did not have a material impact on our financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | Note 10 ā Stockholdersā 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 Warrants In December 2019, we entered into a Warrant Agreement (the āWarrant Agreementā) with the lender under our Corporate Credit Facility (see Note 5 ā Loans Payable and Secured Line of Credit ā Corporate Credit Facility) (the āWarrant Holderā) pursuant to which we issued ten-year warrants (the āWarrantsā) to the Warrant Holder to purchase up to 7,179,000 shares of our common stock. The Warrants are exercisable immediately and have an exercise price of $6.50 per share (the āExercise Priceā), payable in cash or pursuant to a cashless exercise. The Warrant Agreement provides that we will not issue shares of common stock upon exercise of the Warrants if either (1) the Warrant Holder, together with its affiliates, would beneficially hold 5% or more of the shares of common stock outstanding immediately after giving effect to such exercise, or (2) such exercise would result in the issuance of more than 19.9% of the shares of issued and outstanding common stock as of the date of the Warrant Agreement, prior to giving effect to the issuance of the Warrants, and such issuance would require shareholder approval under the NYSE American LLC listing requirements. The Warrant Agreement provides for certain adjustments to the Exercise Price and/or the number of shares of common stock issuable upon exercise pursuant to customary anti-dilution provisions. Upon a change of control of the Company, the Warrants will be automatically converted into the right to receive the difference between the consideration the Warrant Holder would have received if it exercised the Warrants immediately prior to the change of control and the aggregate Exercise Price, payable at the election of the Warrant Holder in the consideration payable in the change of control or, if such consideration is other than cash, in cash. The Warrants, which were initially valued at approximately $1.8 million at December 31, 2019, are accounted for under the liability method. These Warrants were valued at approximately $465,000 at September 30, 2020. The $1.3 million change in fair value of the Warrants was recorded as an unrealized gain in the condensed consolidated statement of operations and comprehensive income (loss) during the nine months ended September 30, 2020. In connection with the issuance of the Warrants, we also entered into a registration rights agreement with the Warrant Holder, pursuant to which we agreed to register for resale the shares of common stock issuable upon exercise of the Warrants (the āRegistration Rights Agreementā), and a letter agreement with the Warrant Holder (the āLetter Agreementā) pursuant to which we agreed to provide (i) certain information rights, (ii) the right to appoint one member of the board of directors of the Company, or in lieu thereof a board observer, and (iii) certain preemptive rights for a period of five years following the exercise of any of the Warrants so long as the Warrant Holder continues to hold shares of common stock. With respect to the board appointment right, the Letter Agreement includes a similar right as the Corporate Credit Facility described in Note 5 - Loans Payable and Secured Line of Credit, so long as the Warrant Holder together with its affiliates beneficially holds at least 5% of the outstanding common stock of the Company, assuming the exercise of all outstanding Warrants; provided that the Warrant Holder does not have such appointment right at any time a Designee or observer may be appointed pursuant to the terms of the Corporate Credit Facility. At-The-Market Equity Offering Program In December 2016, we entered into a sales agreement with a broker with respect to an "at-the-market" equity offering program for the sale of up to an aggregate of $12.0 million of our common stock. We have not issued any shares through this program since January 2017 and the sales agreement with our broker expired in June 2019 in accordance with its terms. Share Repurchase Program The following table shows the stock repurchase activity by the Company or any āaffiliated purchaserā of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act, by month for the three months ended September 30, 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total number ā Approximate ā ā ā ā ā ā ā ā of Shares ā Dollar Value of ā ā ā ā ā ā ā ā Purchased As ā Shares that ā ā ā ā ā ā ā Part of ā May Yet Be ā ā Total ā Weighted ā Publicly ā Purchased ā ā Number of ā Average ā Announced ā Under the ā ā Shares ā Price Paid ā Plans or ā Plans or Period Purchased per Share Programs Programs 7/1/20 - 7/31/20 ā 14,699 ā $ 1.34 ā 9,199 ā $ 4,516,733 ā ā ā ā ā ā ā ā ā ā ā ā ā 8/1/20 - 8/31/20 ā 72 ā $ 1.30 ā 72 ā $ 4,516,639 ā ā ā ā ā ā ā ā ā ā ā ā ā 9/1/20 - 9/30/20 ā ā ā $ ā ā ā ā $ 4,516,639 ā ā ā ā ā ā ā ā ā ā ā ā ā Quarter ending September 30, 2020 (1) ā 14,771 (2) $ 1.34 ā 9,271 ā $ 4,516,639 (3) ā (1) In December 2019, our Board of Directors approved a share repurchase program under which we can purchase up to $5.0 million of shares of our common stock. Repurchases under the share repurchase program may be made through open market or privately negotiated transactions at times and on such terms and in such amounts as management deems appropriate, subject to market conditions, regulatory requirements and other factors. The share repurchase program is subject to the terms of our Corporate Credit Facility and does not obligate the Company to repurchase any particular amount of common stock, and may be suspended or discontinued at any time without notice. (2) Includes an aggregate of (i) 5,500 shares purchased by affiliated purchasers of the Company and (ii) 9,271 shares purchased by the Company in the open market under its share repurchase program. (3) Since inception of the share repurchase program through September 30, 2020, the Company has repurchased 250,197 shares of common stock for approximately $483,361, or an average price per share of $1.93. As of September 30, 2020, approximately $4.5 million of shares remained available for purchase under the share repurchase program, subject to the terms of our Corporate Credit Facility. ā Preferred Stock We are authorized to issue two shares of preferred stock (one share each of Series A and Series B preferred stock, each of which was automatically redeemed in 2016 and may not be reissued), one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (āThird Avenueā), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 11 ā Stock-Based Compensation Stock Incentive Plan We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the āSIPā), effective September 9, 2015. Prior to the adoption of the SIP, we granted restricted stock units (āRSUsā) to our executive officers and employees pursuant to individual agreements. The SIP, which has a ten-year ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Nine Months Ended ā Year Ended ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā ā ā Weighted ā ā ā Weighted ā ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Number of ā Value at ā Number of ā Value at ā ā Shares Grant Date Shares Grant Date Balance available, beginning of period ā 1,017,535 ā ā ā ā 340,760 ā ā ā ā Additional shares approved by stockholders ā ā ā ā ā ā 1,000,000 ā ā ā ā Granted to employees (295,500) ā $ 3.01 (267,000) ā $ 4.15 Granted to non-employee directors (40,487) ā $ 1.76 (13,050) ā $ 3.98 Deferred under non-employee director's deferral program (80,230) ā $ 1.90 (43,175) ā $ 3.98 Balance available, end of period 601,318 ā ā 1,017,535 ā ā ā Restricted Stock Units We grant RSUs to certain executive officers and employees as part of compensation. These grants generally have vesting dates ranging from immediate vest at grant date to three years, with a distribution of shares at various dates ranging from the time of vesting up to seven years after vesting. During the nine months ended September 30, 2020, we granted 295,500 RSUs to certain employees. These RSUs vest and settle at various times over a two Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended September 30, 2020 and 2019 totaled $177,000 and $215,000, respectively, which is net of $91,000 and $120,000 capitalized as part of real estate under development, respectively. Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive income (loss) during the nine months ended September 30, 2020 and 2019 totaled $531,000 and $644,000, respectively, which is net of $272,000 and $362,000 capitalized as part of real estate under development, respectively. Our RSU activity was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Nine Months Ended ā Year Ended ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā ā ā Weighted ā ā ā Weighted ā ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Number of ā Value at Grant ā Number of ā Value at Grant ā ā Shares Date Shares Date Non-vested at beginning of period 453,334 ā $ 5.00 381,167 ā $ 6.39 Granted RSUs 295,500 ā $ 3.01 267,000 ā $ 4.15 Vested (166,500) ā $ 5.46 (194,833) ā $ 5.98 Non-vested at end of period 582,334 ā $ 3.86 453,334 ā $ 5.00 ā As of September 30, 2020, there was approximately $694,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2022. During the nine months ended September 30, 2020, we issued 482,939 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 222,575 shares to provide for the employeesā withholding tax liabilities. During the three and nine months ended September 30, 2020, we issued 19,879 and 40,487 shares of common stock, respectively, to board members as part of their annual compensation. In January 2020, we issued 190,476 shares of common stock to consultants pursuant to their agreement related to the closing of the Corporate Credit Facility. Director Deferral Program Our Non-Employee Directorās Deferral Program (the āDeferral Programā), as amended in December 2018, allows our non-employee directors to elect to receive the cash portion of their annual compensation in shares of the Companyās common stock, as well as to defer receipt of the portion of their annual board compensation that is paid in equity. Any deferred amounts are paid under the SIP (as is non-employee directorsā annual equity compensation that is not deferred). Compensation deferred under the Deferral Program is reflected by the grant of stock units equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled under the SIP for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that we distribute dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued. As of September 30, 2020, a total of 143,384 stock units have been deferred under the Deferral Program. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2020 | |
Investments in Unconsolidated Joint Ventures | |
Investments in Unconsolidated Joint Ventures | Note 12 ā Investments in Unconsolidated Joint Ventures Through a wholly-owned subsidiary, we own a 50% interest in a joint venture (the āBerkley Joint Ventureā) formed to acquire and operate The Berkley, a newly built 95-unit multi-family property. In December 2016, the joint venture closed on the acquisition of The Berkley through a wholly-owned special purpose entity for a purchase price of $68.885 million, of which $42.5 million was financed through a 10-year loan (the āBerkley Loanā) secured by The Berkley, and the balance was paid in cash, half of which was funded by us. The non-recourse Berkley Loan bore interest at the 30-day LIBOR rate plus 216 basis points, was interest only for five years, was pre-payable after two years with a 1% prepayment premium, had covenants and defaults customary for a Freddie Mac financing and had an effective interest rate of 3.92% at December 31, 2019. On February 28, 2020, in connection with a refinancing, the Berkley Joint Venture repaid the Berkley Loan in full and replaced it with a new 7-year, $33.0 million loan (the āNew Berkley Loanā) which bears interest at a fixed rate of 2.717% and is interest only during the initial five years. It is pre-payable at any time and can be upsized by up to $6.0 million under certain circumstances. We and our joint venture partner are joint and several recourse carve-out guarantors under the New Berkley Loan. Through a wholly-owned subsidiary, we own a 10% interest in a joint venture with TF Cornerstone (the ā250 North 10 th th th th th th As of September 30, 2020, we have one unconsolidated VIE, namely 250 North 10 th As we do not control these joint ventures, we account for them under the equity method of accounting. The combined balance sheets for our unconsolidated joint ventures at September 30, 2020 and December 31, 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2020 2019 ā ā ā (unaudited) ā ā (audited) ASSETS ā ā ā ā ā ā ā ā ā ā Real estate, net ā $ 168,801 ā $ 50,508 Cash and cash equivalents ā 1,688 ā 344 Restricted cash ā 763 ā 435 Tenant and other receivables, net ā 293 ā 42 Prepaid expenses and other assets, net ā 173 ā 66 Intangible assets, net ā 25,481 ā 11,757 Total assets ā $ 197,199 ā $ 63,152 ā ā ā ā ā ā ā LIABILITIES ā ā ā ā ā ā ā ā ā Mortgages payable, net ā $ 114,481 ā $ 41,207 Accounts payable and accrued expenses ā 1,678 ā 598 Total liabilities ā 116,159 ā 41,805 ā ā ā ā ā ā ā MEMBERSā EQUITY ā ā ā ā ā ā ā ā ā Membersā equity ā 93,411 ā 27,169 Accumulated deficit ā (10,310) ā (5,822) Accumulated other comprehensive loss ā ā (2,061) ā ā ā Total membersā equity ā 81,040 ā 21,347 ā ā ā ā ā ā ā Total liabilities and membersā equity ā $ 197,199 ā $ 63,152 ā ā ā ā ā ā ā Our investments in unconsolidated joint ventures ā $ 19,893 ā $ 10,673 ā The statements of operations for our unconsolidated joint ventures for the three and nine months ended September 30, 2020 and 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Three ā For the Three ā For the Nine ā For the Nine ā ā ā Months Ended ā Months Ended ā Months Ended ā Months Ended ā ā ā September 30, ā September 30, ā September 30, ā September 30, ā ā 2020 2019 2020 2019 ā ā (unaudited) ā (unaudited) ā (unaudited) ā (unaudited) ā Revenues ā ā ā ā Rental revenues ā $ 3,303 ā $ 834 ā $ 9,708 ā $ 2,499 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenues ā 3,303 ā 834 ā 9,708 ā 2,499 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā Property operating expenses ā 925 ā 270 ā 2,430 ā 715 ā Real estate taxes ā 25 ā 12 ā 60 ā 34 ā General and administrative ā 3 ā 2 ā 8 ā 7 ā Amortization ā 1,475 ā 134 ā 4,201 ā 402 ā Depreciation ā 985 ā 331 ā 2,848 ā 992 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 3,413 ā 749 ā 9,547 ā 2,150 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā (110) ā 85 ā 161 ā 349 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Interest expense, net ā (946) ā (478) ā (2,840) ā (1,471) ā Interest expense -amortization of deferred finance costs ā (69) ā (43) ā (1,809) ā (129) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net loss ā $ (1,125) ā $ (436) ā $ (4,488) ā $ (1,251) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Our equity in net loss from unconsolidated joint ventures ā $ (176) ā $ (218) ā $ (1,302) ā $ (626) ā ā |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 13 ā Subsequent Events We have performed subsequent event procedures through the date the condensed consolidated financial statements were available to be issued, and there were no subsequent events requiring adjustment to, or disclosure in, the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the āSECā). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In managementās opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with our December 31, 2019 audited consolidated financial statements, as previously filed with the SEC in our 2019 Annual Report on Form 10-K (the ā2019 Annual Reportā). |
Principles of Consolidation | a. Principles of Consolidation - interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings or losses of our unconsolidated joint ventures, The Berkley and 250 North 10 th We consolidate a variable interest entity (the āVIEā) 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 entityās economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2020, 250 North 10 th 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 entityās 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. Investments in Unconsolidated Joint Ventures - th |
Use of Estimates | c. Use of Estimates |
Reportable Segments | d. Reportable Segments |
Concentrations of Credit Risk | e. Concentrations of Credit Risk |
Real Estate | f. Real Estate ā ā ā ā 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 |
Real Estate Under Development | g. Real Estate Under Development 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 |
Fair Value Measurements | i. Fair Value Measurements 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 instrumentsā complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 |
Cash and Cash Equivalents | j. Cash and Cash Equivalents |
Restricted Cash | k. Restricted Cash - |
Revenue Recognition | l. Revenue Recognition estate taxes, insurance and other property operating expenses. As lessor, we have elected to combine the lease and non-lease component in accordance with ASC Topic 842 when reporting revenue. Lease revenues and reimbursement of real estate taxes, insurance and other property operating expenses are presented in the condensed consolidated statements of operations and comprehensive income (loss) as ārental revenues.ā Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. With the adoption of ASC Topic 842, we will apply the guidance under ASC 842 in assessing its lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that leaseās rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable. |
Stock-Based Compensation | m. Stock-Based Compensation |
Income Taxes | n. Income Taxes ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both September 30, 2020 and December 31, 2019, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2020, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain federal, state and local income and franchise taxes. |
Earnings (loss) Per Share | o. Earnings (loss) Per Share |
Deferred Financing Costs | p. Deferred Finance Costs terms of the related financing arrangements. Unamortized deferred finance costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. |
Deferred Lease Costs | q. Deferred Lease Costs |
Underwriting Commissions and Costs | r. Underwriting Commissions and Costs |
Accounting Standards Updates | Accounting Standards Updates In August 2018, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) No. 2018-13, āFair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.ā This amendment removed, modified and added the disclosure requirements under Topic 820. The adoption of this guidance, effective January 1, 2020, did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, āLeases.ā 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, 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 which had a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 8 - Commitments), and as such we recorded right-of-use assets and corresponding lease liabilities in this amount upon the adoption of ASU 2016-02 on January 1, 2019. In July 2018, the FASB issued ASU 2018-11, āLeases (Topic 842) ā Targeted Improvements,ā 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 elected this optional transition method, although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we elected the āpackage or practical expedientsā approach which allows us not to reassess our previous conclusions about lease identification, lease classification and initial direct costs. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of Property, Plant and Equipment | ā ā ā ā 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 |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate, Net | |
Schedule of Real Estate Properties | As of September 30, 2020 and December 31, 2019, real estate, net, includes the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2020 2019 ā ā (unaudited) ā (audited) Real estate under development ā $ 197,525 ā $ 225,673 Building and building improvements ā 41,358 ā 41,358 Tenant improvements ā 127 ā 125 Furniture and fixtures ā 720 ā 708 Land and land improvements ā 27,939 ā 27,939 ā ā 267,669 ā 295,803 Less: accumulated depreciation ā 3,786 ā 2,577 ā ā $ 263,883 ā $ 293,226 ā |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expenses and Other Assets, Net | |
Schedule of prepaid expenses and other assets | As of September 30, 2020 and December 31, 2019, prepaid expenses and other assets, net, include the following (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā 2020 2019 ā ā (unaudited) ā (audited) Trademarks and customer lists ā $ ā ā $ 2,090 Prepaid expenses ā 637 ā 797 Lease commissions ā ā ā 1,565 Deferred finance costs ā ā 1,795 ā ā 6,798 Other ā 606 ā 2,641 ā ā 3,038 ā 13,891 Less: accumulated amortization ā 399 ā 4,794 ā ā $ 2,639 ā $ 9,097 |
Loans Payable and Secured Lin_2
Loans Payable and Secured Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Loans Payable and Secured Line of Credit | |
Schedule of consolidated interest (income) expense | Consolidated interest expense (income), net includes the following (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ā ā September 30, ā September 30, ā September 30, ā September 30, ā ā ā 2020 ā 2019 ā 2020 ā 2019 ā Interest expense ā $ 4,418 ā $ 3,525 ā $ 12,554 ā $ 9,905 ā Interest capitalized ā (3,820) ā (3,525) ā (11,702) ā (9,905) ā Interest income ā (53) ā (14) ā (57) ā (53) ā Interest expense (income), net ā $ 545 ā $ (14) ā $ 795 ā $ (53) ā |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity | |
Schedule of stock repurchase activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total number ā Approximate ā ā ā ā ā ā ā ā of Shares ā Dollar Value of ā ā ā ā ā ā ā ā Purchased As ā Shares that ā ā ā ā ā ā ā Part of ā May Yet Be ā ā Total ā Weighted ā Publicly ā Purchased ā ā Number of ā Average ā Announced ā Under the ā ā Shares ā Price Paid ā Plans or ā Plans or Period Purchased per Share Programs Programs 7/1/20 - 7/31/20 ā 14,699 ā $ 1.34 ā 9,199 ā $ 4,516,733 ā ā ā ā ā ā ā ā ā ā ā ā ā 8/1/20 - 8/31/20 ā 72 ā $ 1.30 ā 72 ā $ 4,516,639 ā ā ā ā ā ā ā ā ā ā ā ā ā 9/1/20 - 9/30/20 ā ā ā $ ā ā ā ā $ 4,516,639 ā ā ā ā ā ā ā ā ā ā ā ā ā Quarter ending September 30, 2020 (1) ā 14,771 (2) $ 1.34 ā 9,271 ā $ 4,516,639 (3) ā (1) In December 2019, our Board of Directors approved a share repurchase program under which we can purchase up to $5.0 million of shares of our common stock. Repurchases under the share repurchase program may be made through open market or privately negotiated transactions at times and on such terms and in such amounts as management deems appropriate, subject to market conditions, regulatory requirements and other factors. The share repurchase program is subject to the terms of our Corporate Credit Facility and does not obligate the Company to repurchase any particular amount of common stock, and may be suspended or discontinued at any time without notice. (2) Includes an aggregate of (i) 5,500 shares purchased by affiliated purchasers of the Company and (ii) 9,271 shares purchased by the Company in the open market under its share repurchase program. (3) Since inception of the share repurchase program through September 30, 2020, the Company has repurchased 250,197 shares of common stock for approximately $483,361, or an average price per share of $1.93. As of September 30, 2020, approximately $4.5 million of shares remained available for purchase under the share repurchase program, subject to the terms of our Corporate Credit Facility. ā |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Schedule of Share - based compensation stock incentive plan | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Nine Months Ended ā Year Ended ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā ā ā Weighted ā ā ā Weighted ā ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Number of ā Value at ā Number of ā Value at ā ā Shares Grant Date Shares Grant Date Balance available, beginning of period ā 1,017,535 ā ā ā ā 340,760 ā ā ā ā Additional shares approved by stockholders ā ā ā ā ā ā 1,000,000 ā ā ā ā Granted to employees (295,500) ā $ 3.01 (267,000) ā $ 4.15 Granted to non-employee directors (40,487) ā $ 1.76 (13,050) ā $ 3.98 Deferred under non-employee director's deferral program (80,230) ā $ 1.90 (43,175) ā $ 3.98 Balance available, end of period 601,318 ā ā 1,017,535 ā ā |
Schedule of share- based compensation restricted stock units award activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Nine Months Ended ā Year Ended ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā ā ā Weighted ā ā ā Weighted ā ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Number of ā Value at Grant ā Number of ā Value at Grant ā ā Shares Date Shares Date Non-vested at beginning of period 453,334 ā $ 5.00 381,167 ā $ 6.39 Granted RSUs 295,500 ā $ 3.01 267,000 ā $ 4.15 Vested (166,500) ā $ 5.46 (194,833) ā $ 5.98 Non-vested at end of period 582,334 ā $ 3.86 453,334 ā $ 5.00 |
Investments in Unconsolidated_2
Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments in Unconsolidated Joint Ventures | |
Schedule of balance sheets for the unconsolidated joint venture | The combined balance sheets for our unconsolidated joint ventures at September 30, 2020 and December 31, 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2020 2019 ā ā ā (unaudited) ā ā (audited) ASSETS ā ā ā ā ā ā ā ā ā ā Real estate, net ā $ 168,801 ā $ 50,508 Cash and cash equivalents ā 1,688 ā 344 Restricted cash ā 763 ā 435 Tenant and other receivables, net ā 293 ā 42 Prepaid expenses and other assets, net ā 173 ā 66 Intangible assets, net ā 25,481 ā 11,757 Total assets ā $ 197,199 ā $ 63,152 ā ā ā ā ā ā ā LIABILITIES ā ā ā ā ā ā ā ā ā Mortgages payable, net ā $ 114,481 ā $ 41,207 Accounts payable and accrued expenses ā 1,678 ā 598 Total liabilities ā 116,159 ā 41,805 ā ā ā ā ā ā ā MEMBERSā EQUITY ā ā ā ā ā ā ā ā ā Membersā equity ā 93,411 ā 27,169 Accumulated deficit ā (10,310) ā (5,822) Accumulated other comprehensive loss ā ā (2,061) ā ā ā Total membersā equity ā 81,040 ā 21,347 ā ā ā ā ā ā ā Total liabilities and membersā equity ā $ 197,199 ā $ 63,152 ā ā ā ā ā ā ā Our investments in unconsolidated joint ventures ā $ 19,893 ā $ 10,673 |
Schedule of statement of operations for unconsolidated joint ventures | The statements of operations for our unconsolidated joint ventures for the three and nine months ended September 30, 2020 and 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Three ā For the Three ā For the Nine ā For the Nine ā ā ā Months Ended ā Months Ended ā Months Ended ā Months Ended ā ā ā September 30, ā September 30, ā September 30, ā September 30, ā ā 2020 2019 2020 2019 ā ā (unaudited) ā (unaudited) ā (unaudited) ā (unaudited) ā Revenues ā ā ā ā Rental revenues ā $ 3,303 ā $ 834 ā $ 9,708 ā $ 2,499 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenues ā 3,303 ā 834 ā 9,708 ā 2,499 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā Property operating expenses ā 925 ā 270 ā 2,430 ā 715 ā Real estate taxes ā 25 ā 12 ā 60 ā 34 ā General and administrative ā 3 ā 2 ā 8 ā 7 ā Amortization ā 1,475 ā 134 ā 4,201 ā 402 ā Depreciation ā 985 ā 331 ā 2,848 ā 992 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 3,413 ā 749 ā 9,547 ā 2,150 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā (110) ā 85 ā 161 ā 349 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Interest expense, net ā (946) ā (478) ā (2,840) ā (1,471) ā Interest expense -amortization of deferred finance costs ā (69) ā (43) ā (1,809) ā (129) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net loss ā $ (1,125) ā $ (436) ā $ (4,488) ā $ (1,251) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Our equity in net loss from unconsolidated joint ventures ā $ (176) ā $ (218) ā $ (1,302) ā $ (626) ā |
Business (Details)
Business (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Federal [Member] | ||
Operating Loss Carryforwards | $ 227.6 | |
The Berkley [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
250 North 10th | ||
Equity Method Investment, Ownership Percentage | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Depreciation (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Building and building improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building and building improvements | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Tenant improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining term of the lease or useful life |
Tenant improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Furniture and fixtures | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020USD ($)segmententity$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)entity$ / shares | Jan. 01, 2019USD ($) | |
Unrecognized Tax Benefits | $ 0 | $ 0 | ||
Unconsolidated VIE's | entity | 1 | 1 | ||
Number of reportable segment | segment | 1 | |||
Provision for impairment | $ 0 | $ 0 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.50 | |||
Deferred Offering Costs | $ 5,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 70,000 | |||
Capital Lease Obligations, Noncurrent | $ 2,400 | |||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 441,166 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7,179,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.50 | |||
Accounting Standards Update 2016-02 [Member] | ||||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | |||
Lease, Practical Expedients, Package [true false] | true | |||
Prepaid Expenses and Other Current Assets [Member] | ||||
Deferred Offering Costs | $ 6,000 | $ 3,000 |
Real Estate, Net (Details)
Real Estate, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real Estate Investment Property, at Cost | $ 267,669 | $ 295,803 |
Less: accumulated depreciation | 3,786 | 2,577 |
Real Estate Investment Property, Net, Total | 263,883 | 293,226 |
Building and building improvements | ||
Real Estate Investment Property, at Cost | 41,358 | 41,358 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 127 | 125 |
Furniture and fixtures | ||
Real Estate Investment Property, at Cost | 720 | 708 |
Land and land improvements | ||
Real Estate Investment Property, at Cost | 27,939 | 27,939 |
Real estate under development | ||
Real Estate Investment Property, at Cost | $ 197,525 | $ 225,673 |
Real Estate, Net - Additional I
Real Estate, Net - Additional Information (Details) - USD ($) | Apr. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 05, 2020 | May 31, 2018 |
Depreciation | $ 403,000 | $ 402,000 | $ 1,200,000 | $ 1,300,000 | ||||
Total Purchase Price Of Property | $ 81,200,000 | |||||||
Business Acquisition, Transaction Costs | $ 700,000 | |||||||
Occupancy rate percentage | 20.00% | 20.00% | ||||||
Expected remediation percentage prior to COVID-19 | 75.00% | |||||||
Finite-Lived Intangible Assets, Net | $ 11,100,000 | $ 11,100,000 | $ 11,100,000 | |||||
Accumulated amortization | 1,700,000 | $ 1,200,000 | ||||||
Amortization of Intangible Assets | 185,000 | $ 185,000 | 555,000 | $ 555,000 | ||||
Gain on sale of commercial condominium unit | $ 20,000,000 | |||||||
Other income related to construction service fee | 4,200,000 | 80,000 | $ 231,000 | |||||
Liquidity requirement | $ 15,000,000 | $ 10,000,000 | ||||||
Maximum [Member] | ||||||||
Expected period for lease term | 2 years | |||||||
Minimum [Member] | ||||||||
Expected period for lease term | 1 year | |||||||
Real estate under development | Minimum [Member] | ||||||||
Property Tax Abatement | 15 years | |||||||
Building and building improvements | Maximum [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 27 years 6 months | |||||||
Building and building improvements | Minimum [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 1 year | |||||||
Tenant improvements | Minimum [Member] | ||||||||
Property, Plant and Equipment, Useful Life | 1 year | |||||||
SCA [Member] | ||||||||
Contract Receivable | 41,500,000 | $ 41,500,000 | ||||||
Construction Supervision Fee receivable | $ 5,000,000 | 5,000,000 | ||||||
Construction Costs Reimbursed | 47,600,000 | |||||||
Construction Supervision Fee | $ 45,900,000 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Assets, Net | ||
Trademarks and customer lists | $ 2,090 | |
Prepaid expenses | $ 637 | 797 |
Lease commissions | 1,565 | |
Deferred finance costs | 1,795 | 6,798 |
Other | 606 | 2,641 |
Prepaid Expense And Other Assets Gross | 3,038 | 13,891 |
Less: accumulated amortization | 399 | 4,794 |
Prepaid Expense and Other Assets | $ 2,639 | $ 9,097 |
Loans Payable and Secured Lin_3
Loans Payable and Secured Line of Credit - Additional Information (Details) | Apr. 05, 2020USD ($) | Jun. 30, 2020USD ($) | May 31, 2018USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($)item | Dec. 31, 2017USD ($)ftĀ² | Apr. 06, 2020USD ($) |
Line of Credit Facility, Maximum Borrowing Capacity | $ 70,000,000 | ||||||
Loans Payable | $ 185,951,000 | $ 169,735,000 | |||||
Liquidity Requirement | $ 10,000,000 | $ 15,000,000 | |||||
Sterling National Bank [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,750,000 | ||||||
Debt Instrument, Interest Rate Terms | 200 basis points over the 30-day LIBOR | ||||||
Landmarked Robert And Anne Dickey House [Member] | |||||||
Area of Real Estate Property | ftĀ² | 7,500 | ||||||
Loans Payable [Member] | |||||||
Loans Payable | $ 52,400,000 | ||||||
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 | ||||||
Delayed draw facility | $ 4,250,000 | ||||||
Remediation reserves | 3,600,000 | ||||||
Interest reserve | $ 800,000 | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 25.00% | ||||||
Exit fee (as a percent) | 1.00% | ||||||
Debt Instrument Blended Effective Interest Rate | 5.48% | ||||||
Debt Instrument, Face Amount | $ 67,800,000 | ||||||
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%. | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.25% | ||||||
Debt Instrument Exit Fee Rate, Increase (Decrease) | 50.00% | ||||||
Loans Payable [Member] | Canadian Imperial Bank of Commerce [Member] | |||||||
Debt Instrument, Face Amount | 52,400,000 | ||||||
Debt, Weighted Average Interest Rate | 0.50% | ||||||
Mezzanine Loan [Member] | RCG LV Debt VI REIT LLC [Member] | |||||||
Debt Instrument, Face Amount | $ 15,400,000 | ||||||
Letter of Credit [Member] | |||||||
Loans Payable | $ 7,150,000 | $ 5,250,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 2.15% | 3.76% | |||||
Minimum [Member] | Loans Payable [Member] | |||||||
Interest rate basis (as a percent) | 50.00% | ||||||
Maximum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||||
Maximum [Member] | Loans Payable [Member] | |||||||
Interest rate basis (as a percent) | 2.75% | ||||||
Corporate Loan [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 70,000,000 | ||||||
Increase in maximum borrowing capacity | $ 25,000,000 | ||||||
Accrued interest | $ 1,100,000 | ||||||
Term of the debt | 32 months | ||||||
Loans Payable | $ 34,000,000 | ||||||
Debt Instrument, Interest Rate Terms | a rate per annum equal to the sum of (i) 5.25% (the āPIK Interest Rateā) and (ii) a scheduled interest rate (the āCash Pay Interest Rateā) based on six-month periods from the Closing Date, which Cash Pay Interest Rate, from the Closing Date until the six-month anniversary of the Closing Date, equals 4.0%, subject to increase during the extension periods. | ||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | 9.375% | ||||||
Commitment fee | $ 1,800,000 | $ 2,450,000 | |||||
Commitment fee, payable on the initial draw (as a percent) | 50.00% | ||||||
Commitment fee, payable on subsequent draws (as a percent) | 50.00% | ||||||
Exit fee (as a percent) | 1.00% | ||||||
Multiple On Invested Capital (as a percent) | 130.00% | ||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100.00% | ||||||
Common stock repurchase through proceeds from debt, amount authorized | $ 2,000,000 | ||||||
Common stock repurchase through other sources of cash, amount authorized | $ 1,500,000 | ||||||
Threshold minimum loan outstanding (as a percent) | 50.00% | ||||||
Number of board members who can be appointed by the lender | item | 1 | ||||||
Maximum number of committees of the board, that the Designee can sit | item | 3 | ||||||
Corporate Loan [Member] | Greenwich Ny 77 [Member] | |||||||
Net cash proceeds of residential condominium sales (as a percent) | 70.00% | ||||||
Corporate Loan [Member] | Minimum [Member] | |||||||
Net cash proceeds of residential condominium sales (as a percent) | 90.00% | ||||||
Corporate Loan [Member] | Maximum [Member] | |||||||
Net cash proceeds of residential condominium sales (as a percent) | 100.00% | ||||||
Corporate Loan [Member] | PIK Interest Rate | |||||||
Interest rate basis (as a percent) | 5.25% | ||||||
Corporate Loan [Member] | Cash Pay Interest Rate | |||||||
Interest rate basis (as a percent) | 4.00% | ||||||
Greenwich Construction Loan [Member] | |||||||
Term of the debt | 4 years | ||||||
Loans Payable | $ 135,200,000 | $ 104,900,000 | |||||
Debt Instrument, Face Amount | $ 189,500,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.25% | 10.01% | |||||
Number of Real Estate Properties | 90 | ||||||
Debt Instrument, Description | LIBOR plus 8.25% and (ii)Ā 9.25%. | ||||||
Liquidity Requirement | $ 15,000,000 | $ 10,000,000 | |||||
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments | $ 0 | ||||||
Maximum Unrestricted Cash on Liquidity Percent | 50.00% | ||||||
Debt Instrument, Unamortized Premium | $ 393,000 | ||||||
Derivative, Notional Amount | $ 189,500,000 | ||||||
Greenwich Construction Loan [Member] | Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative Asset | 0 | $ 0 | |||||
Greenwich Construction Loan [Member] | Letter of Credit [Member] | |||||||
Loans Payable | $ 3,500,000 |
Loans Payable and Secured Lin_4
Loans Payable and Secured Line of Credit - Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loans Payable and Secured Line of Credit | ||||
Interest expense | $ 4,418 | $ 3,525 | $ 12,554 | $ 9,905 |
Interest capitalized | (3,820) | (3,525) | (11,702) | (9,905) |
Interest income | (53) | (14) | (57) | (53) |
Interest expense (income), net | $ 545 | $ (14) | $ 795 | $ (53) |
Pension Plans (Details)
Pension Plans (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Jan. 31, 2020 | Sep. 17, 2012 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 524,000 | $ 924,000 | ||
Multiemployer Plans, Withdrawal Obligation | 0 | $ 109,000 | ||
Syms Sponsored Plan [Member] | ||||
Syms Plan Minimum Contribution | $ 5,300,000 | |||
Multiemployer Plans, Pension [Member] | ||||
Multiemployer Plans, Accumulated Benefit Obligation | $ 203,000 | $ 109,000 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 01, 2020 | |
Threatened Litigation [Member] | |||||
Estimated possible loss | $ 2,600,000 | ||||
Fifth Avenue New York [Member] | |||||
Operating Leases, Rent Expense | $ 110,000 | $ 329,000 | $ 110,000 | $ 329,000 | |
Operating Leases, Future Minimum Payments Due | 2,300,000 | 2,300,000 | |||
17 State New York | |||||
Operating Leases, Rent Expense | $ 65,000 | $ 92,000 | $ 239,000 | $ 275,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Jul. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Tax Credit Carryforward, Valuation Allowance | $ 3.1 | ||||
Income tax refund receivable, due to release of valuation allowance against AMT credit carryfowards | $ 3.1 | ||||
Refund received | $ 1.5 | $ 1.6 | |||
Amount of federal NOLs applied against taxable capital gains in connection with the conveyance of the school condominium to the SCA | $ 11.6 | ||||
Taxable capital gains in which federal NOLS were applied against in connection with the conveyance of the school condominium to the SCA | 18.5 | ||||
Federal NOLs utilized to date | 28.4 | ||||
Valuation Allowance | $ 59.7 | $ 63.7 | |||
Tax Year 2018 to 2020 [Member] | |||||
AMT credit carryforwards, percentage eligble for refund pursuant to U.S. Tax Cuts and Jobs Act | 50.00% | ||||
Tax Year 2021 [Member] | |||||
AMT credit carryforwards, percentage eligble for refund pursuant to U.S. Tax Cuts and Jobs Act | 100.00% | ||||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards | $ 119.9 | ||||
Federal [Member] | |||||
Operating Loss Carryforwards | 227.6 | ||||
New York State [Member] | |||||
New York State PNOLC | 19.5 | ||||
New York City [Member] | |||||
New York City PNOLC | $ 13.9 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | |
Stockholders' Equity | |||
Total Number of Shares Purchased | 72 | 14,699 | 14,771 |
Average Price Paid per Share | $ 1.30 | $ 1.34 | $ 1.34 |
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | 72 | 9,199 | 9,271 |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | $ 4,516,639 | $ 4,516,733 | $ 4,516,639 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2016USD ($) | |
Capital Stock Shares authorized. | 120,000,000 | 120,000,000 | ||||||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | 79,999,997 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Shares Authorized | 2 | 2 | 2 | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Special Stock, Shares Authorized | 1 | 1 | 1 | |||||
Special Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Excess Stock, Shares Authorized | 1 | 1 | 1 | |||||
Common Stock, Shares, Issued | 38,326,367 | 38,326,367 | 37,612,465 | |||||
Common Stock, Shares, Outstanding | 32,152,934 | 32,152,934 | 31,881,961 | |||||
Warrants, term | 10 years | |||||||
Warrants to purchase common stock issued (in shares) | 7,179,000 | |||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 6.50 | |||||||
Threshold minimum beneficial ownership (as a percent) | 5.00% | 5.00% | 5.00% | |||||
Threshold maximum percentage of issued and outstanding common stock, after exercise of warrants (as a percent) | 19.90% | |||||||
Unrealized gain on warrants | $ | $ 58,000 | $ (1,330,000) | $ 0 | |||||
Number of board members who can be appointed by the warrant holder | item | 1 | |||||||
Preemptive rights period | 5 years | |||||||
Stock repurchase program, authorized amount | $ | $ 5,000,000 | |||||||
Stock repurchase program, settled shares outstanding (in shares) | 5,500 | |||||||
Stock repurchase program, shares repurchased (in shares) | 72 | 14,699 | 14,771 | |||||
Stock repurchase program, shares repurchased, amount | $ | $ 4,500,000 | |||||||
Stock Repurchase Program, Average Price Per Share | $ / shares | $ 1.30 | $ 1.34 | $ 1.34 | |||||
Stock Issued During Period, Value, Issued for Services | $ | $ 600,000 | 465,000,000,000 | $ 1,800,000 | |||||
Stock Repurchased During Period Value Yet To Be Purchased | $ | $ 4,516,639 | $ 4,516,733 | $ 4,516,639 | $ 4,516,639 | ||||
Common Stock [Member] | ||||||||
Stock repurchase program, shares repurchased (in shares) | 250,197 | |||||||
Stock repurchase program, shares repurchased, amount | $ | $ 483,361 | |||||||
Stock Repurchase Program, Average Price Per Share | $ / shares | $ 1.93 | |||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 2,000 | |||||||
Series A And B Preferred Stock [Member] | ||||||||
Excess Stock, Shares Authorized | 1 | 1 | ||||||
Share Repurchase in Open Market [Member] | ||||||||
Stock repurchase program, shares repurchased (in shares) | 9,271 | |||||||
At-The-Market Equity Offering Program [Member] | ||||||||
Stock Issuance Program, Maximum Amount Authorized | $ | $ 12,000,000 | |||||||
Blank Check Preferred Stock [Member] | ||||||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Excess Stock, Shares Authorized | 1 | 1 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Balance available, beginning of period | 1,017,535 | 340,760 |
Additional shares approved by stockholders | 0 | 1,000,000 |
Number of Shares, Deferred under non-employee director's deferral program | (80,230) | (43,175) |
Number of Shares, Balance available, end of period | 601,318 | 1,017,535 |
Weighted Average Fair Value at Grant Date, Balance available, beginning of period | $ 0 | $ 0 |
Weighted Average Fair Value at Grant Date, Additional shares approved by stockholders | 0 | 0 |
Weighted Average Fair Value at Grant Date, Deferred under non-employee director's deferral program | 1.90 | 3.98 |
Weighted Average Fair Value at Grant Date, Balance available, end of period | $ 0 | $ 0 |
Share-based Payment Arrangement, Nonemployee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Granted | (40,487) | (13,050) |
Weighted Average Fair Value at Grant Date, Granted | $ 1.76 | $ 3.98 |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Granted | (295,500) | (267,000) |
Weighted Average Fair Value at Grant Date, Granted | $ 3.01 | $ 4.15 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Number of Shares, Non-vested at beginning of period | 453,334 | 381,167 |
Number of Shares, Granted RSUs | 295,500 | 267,000 |
Number of Shares, Vested | (166,500) | (194,833) |
Number of Shares, Non-vested at end of period | 582,334 | 453,334 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 5 | $ 6.39 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 3.01 | 4.15 |
Weighted Average Fair Value at Grant Date, Vested | 5.46 | 5.98 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 3.86 | $ 5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Sep. 09, 2015 | Aug. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Allocated Share-based Compensation Expense | $ 91,000 | $ 120,000 | $ 272,000 | $ 362,000 | |||||
Stock Repurchased During Period, Shares | 72 | 14,699 | 14,771 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 295,500 | 267,000 | |||||||
Deferred Compensation Arrangement with Individual Shares Outstanding | 143,384 | 143,384 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 0 | 1,000,000 | |||||||
Share-based Payment Arrangement, Employee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Number of Shares, Granted | (295,500) | (267,000) | |||||||
Minimum [Member] | Share-based Payment Arrangement, Employee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||
Maximum [Member] | Share-based Payment Arrangement, Employee [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Other Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Restricted Stock or Unit Expense | $ 146,000 | $ 438,000 | |||||||
Employees and executive officers [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Stock Issued During Period, Shares, New Issues | 482,939 | ||||||||
Stock Repurchased During Period, Shares | 222,575 | ||||||||
Consultants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Stock Issued During Period, Shares, New Issues | 190,476 | ||||||||
Board Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Stock Issued During Period, Shares, New Issues | 19,879 | 40,487 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 694,000 | $ 694,000 | |||||||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | 177,000 | $ 215,000 | $ 531,000 | $ 644,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 295,500 | ||||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Distribution Period | 7 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Other Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 51,000 | $ 152,000 | |||||||
2015 Stock Incentive Plan[Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Number of Shares, Granted | 0 | ||||||||
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, Award Vesting Period | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 800,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 |
Investments in Unconsolidated_3
Investments in Unconsolidated Joint Ventures - Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
MEMBERS' EQUITY | ||
Our investments in unconsolidated joint ventures | $ 19,893 | $ 10,673 |
Corporate Joint Venture [Member] | ||
ASSETS | ||
Real estate, net | 168,801 | 50,508 |
Cash and cash equivalents | 1,688 | 344 |
Restricted cash | 763 | 435 |
Tenant and other receivables, net | 293 | 42 |
Prepaid expenses and other assets, net | 173 | 66 |
Intangible assets, net | 25,481 | 11,757 |
Total assets | 197,199 | 63,152 |
LIABILITIES | ||
Mortgages payable, net | 114,481 | 41,207 |
Accounts payable and accrued expenses | 1,678 | 598 |
Total liabilities | 116,159 | 41,805 |
MEMBERS' EQUITY | ||
Members' equity | 93,411 | 27,169 |
Accumulated deficit | (10,310) | (5,822) |
Accumulated other comprehensive loss | (2,061) | |
Total members' equity | 81,040 | 21,347 |
Total liabilities and members' equity | 197,199 | 63,152 |
Our investments in unconsolidated joint ventures | $ 19,893 | $ 10,673 |
Investments in Unconsolidated_4
Investments in Unconsolidated Joint Ventures - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Expenses | ||||
Equity in net loss from unconsolidated joint ventures | $ (176) | $ (218) | $ (1,302) | $ (626) |
Corporate Joint Venture [Member] | ||||
Revenues | ||||
Rental revenues | 3,303 | 834 | 9,708 | 2,499 |
Total revenues | 3,303 | 834 | 9,708 | 2,499 |
Operating Expenses | ||||
Property operating expenses | 925 | 270 | 2,430 | 715 |
Real estate taxes | 25 | 12 | 60 | 34 |
General and administrative | 3 | 2 | 8 | 7 |
Amortization | 1,475 | 134 | 4,201 | 402 |
Depreciation | 985 | 331 | 2,848 | 992 |
Total operating expenses | 3,413 | 749 | 9,547 | 2,150 |
Operating income | (110) | 85 | 161 | 349 |
Interest expense, net | (946) | (478) | (2,840) | (1,471) |
Interest expense - amortization of deferred finance costs | (69) | (43) | (1,809) | (129) |
Net loss | (1,125) | (436) | (4,488) | (1,251) |
Equity in net loss from unconsolidated joint ventures | $ (176) | $ (218) | $ (1,302) | $ (626) |
Investments in Unconsolidated_5
Investments in Unconsolidated Joint Ventures - Additional information (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2020USD ($) | Jan. 15, 2020USD ($)$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2020USD ($)entity | Dec. 31, 2019entity |
Schedule of Equity Method Investments [Line Items] | |||||
Unconsolidated VIE's | entity | 1 | 1 | |||
Equity Method Investments | $ 5,700 | ||||
Thirty Day London Inter Bank Offer Rate [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 216.00% | ||||
Debt Instrument Interest | 5 years | ||||
Debt Instrument Period | 2 years | ||||
Debt Instrument Prepayment | 1.00% | ||||
Berkley Loan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase Price Of Property | $ 68,885 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Debt Instrument, Face Amount | $ 42,500 | ||||
Debt Instrument, Term | 10 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.92% | ||||
New 7-year Loan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt Instrument Period | 5 years | ||||
Debt Instrument Prepayment Premium | $ 33,000 | ||||
Debt Instrument, Term | 7 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 2.717% | ||||
Partner Loan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt Instrument, Term | 4 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||||
Threshold Maximum Common Stock Price Per Share, To Trigger Prepayment Of Debt Instrument | $ / shares | $ 6.50 | ||||
The Berkley [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt Instrument Prepayment Premium | $ 6,000 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |||
250 North 10th | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase Price Of Property | $ 137,750 | ||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||
Debt Instrument, Face Amount | $ 82,750 | ||||
Debt Instrument, Term | 15 years | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.39% | ||||
250 North 10th | Partner Loan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 5,900 |