Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 1-08546 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
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 | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Trading Symbol | TPHS | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 28,222,000 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock $0.01 Par Value Per Share | ||
Security Exchange Name | NYSEAMER | ||
Entity Common Stock, Shares Outstanding | 32,442,635 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Real estate, net | $ 279,204,000 | $ 293,226,000 |
Cash and cash equivalents | 6,515,000 | 9,196,000 |
Restricted cash | 9,554,000 | 9,474,000 |
Prepaid expenses and other assets, net | 2,703,000 | 9,097,000 |
Investments in unconsolidated joint ventures | 19,379,000 | 10,673,000 |
Receivables | 966,000 | 1,836,000 |
Deferred rents receivable | 90,000 | 6,000 |
Right-of-use asset | 1,565,000 | 1,904,000 |
Intangible assets, net | 9,172,000 | 9,912,000 |
Total assets | 329,148,000 | 345,324,000 |
LIABILITIES | ||
Loans payable, net | 197,330,000 | 169,735,000 |
Corporate credit facility, net | 31,858,000 | 0 |
Secured line of credit, net | 7,747,000 | 5,236,000 |
Note payable | 5,863,000 | 670,000 |
Deferred real estate deposits | 0 | 82,856,000 |
Accounts payable and accrued expenses | 15,896,000 | 22,243,000 |
Pension liabilities | 0 | 1,033,000 |
Lease liability | 1,716,000 | 2,065,000 |
Warrant liability | 830,000 | 1,795,000 |
Total liabilities | 261,240,000 | 285,633,000 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at December 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 38,345,540 and 37,612,465 shares issued at December 31, 2020 and December 31, 2019, respectively; 32,172,107 and 31,881,961 shares outstanding at December 31, 2020 and December 31, 2019, respectively | 383,000 | 376,000 |
Additional paid-in capital | 135,978,000 | 134,217,000 |
Treasury stock (6,173,433 and 5,730,504 shares at December 31, 2020 and December 31, 2019, respectively) | (56,791,000) | (55,731,000) |
Accumulated other comprehensive loss | (2,159,000) | (3,174,000) |
Retained earnings (accumulated deficit) | (9,503,000) | (15,997,000) |
Total stockholders' equity | 67,908,000 | 59,691,000 |
Total liabilities and stockholders' equity | 329,148,000 | 345,324,000 |
Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 38,345,540 | 37,612,465 |
Common Stock, Shares, Outstanding | 32,172,107 | 31,881,961 |
Treasury Stock, Shares | 6,173,433 | 5,730,504 |
Preferred Stock | ||
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 |
Blank Check Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | |||
Rental revenues | $ 993,000 | $ 4,062,000 | $ 3,715,000 |
Other income | 263,000 | 0 | 0 |
Total revenues | 1,256,000 | 4,062,000 | 3,715,000 |
Operating Expenses | |||
Property operating expenses | 8,166,000 | 5,328,000 | 1,904,000 |
Real estate taxes | 79,000 | 328,000 | 321,000 |
General and administrative | 4,955,000 | 5,349,000 | 5,492,000 |
Pension related costs | 345,000 | 733,000 | 236,000 |
Transaction related costs | 133,000 | 167,000 | 382,000 |
Depreciation and amortization | 2,768,000 | 2,977,000 | 2,463,000 |
Total operating expenses | 16,446,000 | 14,882,000 | 10,798,000 |
Gain on sale of school condominium | 24,196,000 | 0 | 0 |
Gain on sale of real estate | 0 | 9,521,000 | 0 |
Operating income (loss) | 9,006,000 | (1,299,000) | (7,083,000) |
Equity in net loss from unconsolidated joint ventures | (1,571,000) | (819,000) | (728,000) |
Unrealized gain on warrants | 965,000 | 0 | 0 |
Interest (expense) income, net | (1,398,000) | 67,000 | 212,000 |
Interest expense -amortization of deferred finance costs | (202,000) | 0 | 0 |
Income (loss) before taxes | 6,800,000 | (2,051,000) | (7,599,000) |
Tax expense | (306,000) | (128,000) | (290,000) |
Net income (loss) attributable to common stockholders | 6,494,000 | (2,179,000) | (7,889,000) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on pension liability | 1,015,000 | 344,000 | (786,000) |
Comprehensive income (loss) attributable to common stockholders | $ 7,509,000 | $ (1,835,000) | $ (8,675,000) |
Income (loss) per share - basic | $ 0.20 | $ (0.07) | $ (0.25) |
Income (loss) per share - diluted | $ 0.20 | $ (0.07) | $ (0.25) |
Weighted average number of common shares - basic | 32,305 | 31,915 | 31,607 |
Weighted average number of common shares - diluted | 32,860 | 31,915 | 31,607 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Treasury Stock | (Accumulated Deficit) / Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2017 | $ 368 | $ 130,897 | $ (53,666) | $ (7,577) | $ (2,732) | $ 67,290 |
Balance (in shares) at Dec. 31, 2017 | 36,803 | (5,351) | ||||
Net income (loss) attributable to common stockholders | $ 0 | 0 | $ 0 | (7,889) | 0 | (7,889) |
Settlement of stock awards | $ 4 | 0 | $ (1,092) | 0 | 0 | (1,088) |
Settlement of stock awards (in shares) | 358 | (163) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 0 | (786) | (786) |
Stock-based compensation expense | 0 | 1,934 | 0 | 0 | 0 | 1,934 |
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 income (loss) attributable to common stockholders | $ 0 | 0 | $ 0 | (2,179) | 0 | (2,179) |
Settlement of stock awards | $ 4 | 0 | $ (776) | 0 | 0 | (772) |
Settlement of stock awards (in shares) | 451 | (187) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 1,648 | 344 | 1,992 |
Stock-based compensation expense | 0 | 1,386 | 0 | 0 | 0 | 1,386 |
Stock buy-back | 0 | 0 | $ (197) | 0 | 0 | (197) |
Stock buy-back shares | (30) | |||||
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 income (loss) attributable to common stockholders | $ 0 | 0 | $ 0 | 6,494 | 0 | 6,494 |
Settlement of stock awards | $ 5 | 0 | $ (701) | 0 | 0 | (696) |
Settlement of stock awards (in shares) | 543 | (222) | ||||
Unrealized gain (loss) on pension liability | $ 0 | 0 | $ 0 | 0 | 1,015 | 1,015 |
Stock-based compensation expense | 0 | 1,163 | 0 | 0 | 0 | 1,163 |
Stock-based consulting fees | $ 2 | 598 | 0 | 0 | 0 | 600 |
Stock-based consulting fees (in shares) | 190 | |||||
Stock buy-back | $ 0 | 0 | $ (359) | 0 | 0 | (359) |
Stock buy-back shares | 0 | (220) | ||||
Balance at Dec. 31, 2020 | $ 383 | $ 135,978 | $ (56,791) | $ (9,503) | $ (2,159) | $ 67,908 |
Balance (in shares) at Dec. 31, 2020 | 38,345 | (6,173) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) attributable to common stockholders | $ 6,494,000 | $ (2,179,000) | $ (7,889,000) |
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 | 2,970,000 | 2,977,000 | 2,995,000 |
Stock-based compensation expense | 806,000 | 905,000 | 1,269,000 |
Gain on sale of school condominium | (24,196,000) | 0 | 0 |
Gain on sale of real estate | 0 | (9,521,000) | 0 |
Deferred rents receivable | (84,000) | 578,000 | (36,000) |
Other non-cash adjustments - pension expense | 1,015,000 | 1,992,000 | 0 |
Unrealized gain on warrants | (965,000) | 0 | 0 |
Equity in net loss from unconsolidated joint ventures | 1,571,000 | 819,000 | 728,000 |
Distribution from unconsolidated joint ventures | 1,110,000 | 33,000 | 280,000 |
Decrease in operating assets: | |||
Receivables | 2,392,000 | 1,577,000 | 4,000 |
Prepaid expenses and other assets, net | 190,000 | 278,000 | 286,000 |
(Decrease) increase in operating liabilities: | |||
Accounts payable and accrued expenses | (686,000) | 1,649,000 | 975,000 |
Pension liabilities | (1,033,000) | (2,705,000) | (1,283,000) |
Net cash used in operating activities | (10,416,000) | (3,597,000) | (2,671,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Additions to real estate | (51,715,000) | (91,847,000) | (58,909,000) |
Acquisition of real estate | 0 | 0 | (81,960,000) |
Net proceeds from the sale of real estate | 0 | 18,812,000 | 0 |
Deferred real estate deposits of codominium | 1,971,000 | 33,609,000 | 49,247,000 |
Investments in unconsolidated joint ventures | (5,383,000) | 0 | 0 |
Net cash used in investing activities | (55,127,000) | (39,426,000) | (91,622,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from loans and corporate credit facility | 86,361,000 | 55,475,000 | 87,037,000 |
Proceeds from secured line of credit | 5,000,000 | 7,250,000 | 0 |
Payment of finance costs | (1,497,000) | (1,531,000) | (1,820,000) |
Repayment of loans | (23,368,000) | (10,557,000) | 0 |
Repayment of secured line of credit | (2,500,000) | (2,000,000) | 0 |
Settlement of stock awards | (695,000) | (772,000) | (1,088,000) |
Stock buy-back | (359,000) | (197,000) | 0 |
Net cash provided by financing activities | 62,942,000 | 47,668,000 | 84,129,000 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (2,601,000) | 4,645,000 | (10,164,000) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 18,670,000 | 14,025,000 | 24,189,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 16,069,000 | 18,670,000 | 14,025,000 |
CASH AND CASH EQUIVALENTS, BEGINNING PERIOD | 9,196,000 | 11,496,000 | 15,273,000 |
RESTRICTED CASH, BEGINNING OF PERIOD | 9,474,000 | 2,529,000 | 8,916,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 18,670,000 | 14,025,000 | 24,189,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 6,515,000 | 9,196,000 | 11,496,000 |
RESTRICTED CASH, END OF PERIOD | 9,554,000 | 9,474,000 | 2,529,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 16,069,000 | 18,670,000 | 14,025,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid during the period for: Interest | 15,495,000 | 12,631,000 | 6,969,000 |
Cash paid during the period for: Taxes | 251,000 | 352,000 | 268,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Accrued development costs included in accounts payable and accrued expenses | 10,319,000 | 12,698,000 | 16,574,000 |
Capitalized amortization of deferred financing costs and warrants | 2,727,000 | 2,737,000 | 1,986,000 |
Capitalized stock-based compensation expense | 356,000 | 480,000 | 665,000 |
Investment in unconsolidated joint venture | 5,193,000 | 0 | 0 |
Right-of-use asset | 0 | (1,904,000) | 0 |
Lease liabilities | 0 | (2,065,000) | 0 |
Warrant liability | $ 0 | $ 1,795,000 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 ā BASIS OF PRESENTATION General Business Plan Trinity Place Holdings Inc., which we refer to in this report as 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 previously a vacant building that we demolished. It 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 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 $232.0 million of federal net operating loss carryforwards (āNOLsā) at December 31, 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 December 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. Square footage, leased occupancy percentage and residential unit disclosures in the notes to consolidated financial statements are unaudited. COVID-19 Pandemic, Liquidity and Going Concern 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 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 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, although in recent months we have seen indications of a recovery in the New York City real estate market and improvements in the financing markets. 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 in 2021 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. 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. Given the impacts of COVID-19, it is possible that we may be unable to extend or refinance maturing debt, including the 237 11 th |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 ā SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation a. Principles of Consolidation - 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 December 31, 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 h. Valuation of Long-Lived Assets 77 Greenwich is a residential condominium development project currently in the development stage and forecasting the expected future cash flows requires management to make significant assumptions and estimates in relation to the remaining costs to complete the project, potential delays or disruptions in construction due to COVID-19 restrictions, and potential disposition proceeds to be received upon sale of residential condominium units in light of market disruptions due to the COVID-19 pandemic. We also identified the existence of an impairment evaluation triggering event in relation to our 237 11 th Street property as a result of property damage caused by certain construction defects in place prior to acquisition. Significant judgments and estimates are required by management in determining the assetās estimated future cash flows, including future revenue and operating expense growth rates, holding period, estimated terminal value, estimated costs to sell, and other market-based assumptions. 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 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 December 31, 2020 and December 31, 2019, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2020, our tax returns for the years ended December 31, 2017 through December 31, 2020 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2016 or 2017 through December 31, 2020, depending on the jurisdiction. We are subject to certain federal, state and local income and franchise taxes. o. Earnings (loss) Per Share p. Deferred Finance Costs 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 with a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 9 - 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 have elected this optional transition method, although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we have elected the 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 | 12 Months Ended |
Dec. 31, 2020 | |
REAL ESTATE, NET | |
REAL ESTATE, NET | NOTE 3 ā REAL ESTATE, NET As of December 31, 2020 and 2019, real estate, net consisted of the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 ā ā ā ā ā Real estate under development ā $ 213,178 ā $ 225,673 Building and building improvements ā 41,358 ā 41,358 Tenant improvements ā 189 ā 125 Furniture and fixtures ā 731 ā 708 Land and land improvements ā 27,939 ā 27,939 ā ā 283,395 ā 295,803 Less: accumulated depreciation ā 4,191 ā 2,577 ā ā $ 279,204 ā $ 293,226 ā Real estate under development as of December 31, 2020 and 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 $1.6 million, $1.6 million and $1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Acquisitions In May 2018, we closed on the acquisition of 237 11 th th th We allocated the purchase price of the real estate to land and land improvements, 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. As of December 31, 2020, intangible assets, net consisted of the real estate tax abatement at its original valuation of $11.1 million offset by its related accumulated amortization of approximately $1.9 million. Amortization expense amounted to $740,000, $740,000 and $448,000 for the year ended December 31, 2020, December 31, 2019 and for period from May 24, 2018, the date of acquisition for 237 11 th As of December 31, 2020, the estimated annual amortization of intangible assets for each of the five succeeding years and thereafter is as follows (dollars in thousands): ā ā ā ā ā ā Real Estate ā ā Tax ā ā Abatement Year Amortization 2021 ā $ 740 2022 ā 740 2023 ā ā 740 2024 ā ā 740 2025 ā ā 740 Thereafter ā 5,472 ā 77 Greenwich and the New York City School Construction Authority 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 being made by the SCA to the general contractor in installments as construction on their 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 the second quarter of 2021 for the construction supervision fee, with an aggregate of $46.0 million having been paid to us as of December 31, 2020 from the SCA, with $500,000 remaining to be paid. We have also received an aggregate of $48.2 million in reimbursable construction costs from the SCA through December 31, 2020. The payments and reimbursements from the SCA received prior to April 2020 were recorded as deferred real estate deposits on the consolidated balance sheets until sales criteria were satisfied in April 2020. In April 2020, the SCA closed on the purchase of the school condominium unit with us, at which point title transferred to the SCA, and the SCA is now 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 deferred construction supervision fee, and our liquidity requirement on the 77 Greenwich Construction Facility decreased from $15.0 million to $10.0 million. We have also guaranteed certain obligations with respect to the construction of the school. Disposition We disposed of the West Palm Beach, Florida property on November 23, 2019 for a gross sales price of $19.6 million. The balance of the West Palm Beach loan of $10.6 million was repaid simultaneously when we sold this property. We recorded a gain on sale of approximately $9.5 million. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER ASSETS, NET | |
PREPAID EXPENSES AND OTHER ASSETS, NET | NOTE 4 ā PREPAID EXPENSES AND OTHER ASSETS, NET As of December 31, 2020 and 2019, prepaid expenses and other assets, net consisted of the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 ā ā ā ā ā Trademarks and customer lists ā $ ā ā $ 2,090 Prepaid expenses ā 454 ā 797 Lease commissions ā ā ā 1,565 Deferred finance costs ā ā 1,795 ā ā 6,798 Other ā 954 ā 2,641 ā ā 3,203 ā 13,891 Less: accumulated amortization ā 500 ā 4,794 ā ā $ 2,703 ā $ 9,097 ā |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 ā INCOME TAXES The provision for taxes is as follows (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā Year Ended ā December 31, 2020 December 31, 2019 December 31, 2018 Current: ā ā ā Federal ā $ ā ā $ ā ā $ ā State ā 306 ā 128 ā 290 ā ā $ 306 ā $ 128 ā $ 290 Deferred: ā ā ā ā Federal ā $ ā ā $ ā ā $ ā State ā ā ā ā ā ā ā ā $ ā ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā Tax expense ā $ 306 ā $ 128 ā $ 290 ā The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes: ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā Year Ended ā December 31, 2020 December 31, 2019 December 31, 2018 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State taxes 6.3 % 49.7 % 17.1 % Permanent non-deductible expenses 5.0 % (5.6) % (1.7) % Change of valuation allowance (27.8) % (71.3) % (40.2) % ā ā ā ā ā ā ā ā Effective income tax rate 4.5 % (6.2) % (3.8) % ā The composition of our deferred tax assets and liabilities is as follows (dollars in thousands): ā ā ā ā ā ā ā ā ā December 31, 2020 December 31, 2019 Deferred tax assets: ā ā Pension costs ā $ ā ā $ 165 Charitable contributions ā 15 ā 21 Net operating loss carry forwards ā 58,635 ā 61,124 Depreciation (including air rights) ā 4,677 ā 5,035 Lease liability ā ā 571 ā ā 650 Other ā 160 ā 93 Investment in joint ventures ā 678 ā 382 Accrued expenses ā 132 ā 80 ā ā ā ā ā ā ā Total deferred tax assets ā $ 64,868 ā $ 67,550 Valuation allowance ā (60,930) ā (63,709) Deferred tax asset after valuation allowance ā $ 3,938 ā $ 3,841 ā ā ā ā ā ā ā Deferred tax liabilities: ā ā Intangibles ā $ (3,273) ā $ (3,242) Pension costs ā ā (114) ā ā ā Right-of-use asset ā (551) ā (599) Total deferred tax liabilities ā $ (3,938) ā $ (3,841) Net deferred tax assets ā $ ā ā $ ā ā ā ā ā ā ā ā Current deferred tax assets ā $ ā ā $ ā Long-term deferred tax assets ā ā ā ā Total deferred tax assets ā $ ā ā $ ā ā Effects of the Tax Cuts and Jobs Act Pursuant to the tax legislation known as the Tax Cuts and Jobs Act (the "TCJA") of 2017, corporate alternative minimum tax (āAMTā) credit carryforwards are eligible for a 50% refund in tax years 2018 through 2020, and beginning in tax year 2021, any remaining AMT credit carryforwards are 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 became fully refundable in 2020 as a result of the Coronavirus Aid, Relief, and Economic Security Act, discussed in more detail below, and was received in July 2020. Other As of December 31, 2020, we had federal NOLs of approximately $232.0 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. The gain resulting from the conveyance of the school condominium to the SCA was fully offset by our available NOL carryforward. We used approximately $7.2 million of our NOL carryforward for the year ending December 31, 2020. Since 2009 through December 31, 2020, we have utilized approximately $23.9 million of the federal NOLs. As of December 31, 2020, we also had state NOLs of approximately $120.0 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 $23.6 million and $18.0 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 $60.9 million and $63.7 million as of December 31, 2020 and 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. On March 27, 2020, the "Coronavirus Aid, Relief, and Economic Security (CARES) Act" was signed into law. The CARES Act, suspended the limitations under the TCJA on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years. The CARES Act also accelerated the ability of corporations to recover AMT credits, permitting a full refund for tax years 2018 and 2019. Additionally, the CARES Act included provisions relating to refundable payroll tax credits, deferral of employer side social security payments, 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 for fiscal year 2020. |
RENTAL REVENUE
RENTAL REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
RENTAL REVENUE | |
RENTAL REVENUE | NOTE 6 ā RENTAL REVENUE Our retail property located in Paramus, New Jersey is 100% leased to two tenants as of December 31, 2020 with leases expiring through 2022. Our multi-family property at 237 11 th one Future minimum rent due under non-cancellable tenant operating leases (excluding license agreements) as of December 31, 2020 is as follows (dollars in thousands): ā ā ā ā ā ā Future Minimum Year Rent 2021 $ 925 2022 ā 378 2023 ā 223 2024 ā 226 2025 ā 228 Thereafter ā 1,253 ā $ 3,233 ā |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 7 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, note payable and the warrant liability approximated their carrying values as they are variable-rate instruments. On an annual recurring basis, we are required to use fair value measures when measuring plan assets of our pension plans. As we elected to adopt the measurement date provisions of ASC 715, āEmployersā Accounting for Defined Benefit Pension and Other Postretirement Plans,ā as of March 4, 2007, we are required to determine the fair value of our pension plan assets as of December 31, 2020. The fair value of pension plan assets was $14.6 million at December 31, 2020. These assets are valued in active liquid markets. |
PENSION PLANS
PENSION PLANS | 12 Months Ended |
Dec. 31, 2020 | |
PENSION PLANS | |
PENSION PLANS | NOTE 8 ā PENSION PLANS Defined Benefit Pension Plan 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. At December 31, 2020, we had recorded an overfunded pension balance of $343,000 which is included in prepaid expenses and other assets, net on the accompanying consolidated balance sheet, and at December 31, 2019, we had a recorded liability of $924,000 which is included in pension liabilities on the accompanying consolidated balance sheet. 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 December 31, 2020. Historically, we have funded this plan in the third quarter of the calendar year. We funded $400,000, $400,000 and $470,000 to the Syms sponsored plan during the years ended December 31, 2020, 2019 and 2018, respectively. Presented below is financial information relating to this plan for the periods indicated (dollars in thousands): ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā December 31, ā December 31, ā 2020 2019 CHANGE IN BENEFIT OBLIGATION: ā ā Net benefit obligation - beginning of period ā $ 13,933 ā $ 13,668 Interest cost ā 658 ā 644 Actuarial loss ā 408 ā 410 Gross benefits paid ā (775) ā (789) Net benefit obligation - end of period ā $ 14,224 ā $ 13,933 ā ā ā ā ā ā ā CHANGE IN PLAN ASSETS: ā ā Fair value of plan assets - beginning of period ā $ 13,009 ā $ 10,852 Employer contributions ā 400 ā 400 Gross benefits paid ā (775) ā (789) Return on plan assets ā 1,934 ā 2,546 Fair value of plan assets - end of period ā $ 14,568 ā $ 13,009 ā ā ā ā ā ā ā Over (under) funded status at end of period ā $ 344 ā $ (924) ā The pension expense includes the following components (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended Year Ended Year Ended ā ā ā December 31, ā December 31, December 31, ā ā ā 2020 ā 2019 2017 ā COMPONENTS OF NET PERIODIC COST: ā ā ā ā ā ā Interest cost ā $ 658 ā $ 644 ā $ 666 ā (Gain) loss on assets ā (758) ā (628) ā 750 ā Amortization of loss (gain) ā 247 ā 484 ā (990) ā Net periodic cost ā $ 147 ā $ 500 ā $ 426 ā ā ā ā ā ā ā ā ā ā ā ā WEIGHTED-AVERAGE ASSUMPTION USED: ā ā ā ā ā ā Discount rate ā 5.0 % 5.0 % ā 5.0 % Rate of compensation increase ā 0.0 % 0.0 % ā 0.0 % ā The expected long-term rate of return on plan assets was 6% for the years ended December 31, 2020, 2019 and 2018. As of December 31, 2020 the benefits expected to be paid in the next five years and then in the aggregate for the five fiscal years thereafter are as follows (dollars in thousands): ā ā ā ā ā Year Amount 2021 ā $ 896 2022 ā 917 2023 ā 931 2024 ā 944 2025 ā 991 2026-2031 ā 3,937 ā The fair values and asset allocation of our plan assets as of December 31, 2020 and 2019 and the target allocation for fiscal 2020, by asset category, are presented in the following table. All fair values are based on quoted prices in active markets for identical assets (Level 1 in the fair value hierarchy) (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā December 31, 2019 ā ā ā ā ā ā ā ā % of Plan ā ā ā ā ā % of Plan Asset Category ā Asset Allocation ā ā Fair Value ā Assets ā ā Fair Value (1) ā Assets Cash and equivalents 0% to 10 % ā $ 877 ā 6 % ā $ 835 6 % Equity securities 40% to 57 % ā 9,755 ā 67 % ā 8,019 62 % Fixed income securities 35% to 50 % ā 3,936 ā 27 % ā 4,155 32 % Total ā ā $ 14,568 100 % ā $ 13,009 100 % ā Under the provisions of ASC 715, we are required to recognize in our consolidated balance sheets the unfunded status of the benefit plan. This is measured as the difference between plan assets at fair value and the projected benefit obligation. For the pension plan, this is equal to the accumulated benefit obligation. Multiemployer Pension Plans Certain 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 these 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 in the first quarter of 2020. We had no liability and a liability of $109,000 as of December 31, 2020 and 2019, respectively, related to this plan which is included in pension liabilities on the accompanying consolidated balance sheets. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid a total of approximately $6.9 million to the various multiemployer plans from September 17, 2012 through December 31, 2020, of which approximately $109,000 and $813,000 was funded to the remaining multiemployer plan during each of the years ended December 31, 2020 and 2019. See Note 9 - Commitments - Legal Proceedings - for further information regarding a claim related to the multiemployer pension plan. 401(k) Plan ā |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
COMMITMENTS | NOTE 9 ā COMMITMENTS a. Leases ā The lease for our corporate office located at 340 Madison Avenue, New York, New York expires on March 31, 2025. Rent expense paid for this operating lease was approximately $439,000 , $439,000 and $348,000 for the years ended December 31, 2020, 2019 and 2018, respectively. The lease for our sales center for 77 Greenwich located at 17 State Street, New York, New York expires on May 31, 2021. Rent expense paid for this operating lease was approximately $303,000 , $366,000 and $108,000 for the years ended December 31, 2020, 2019 and 2018, respectively. The remaining lease obligation, excluding any extension options, for our corporate office and the sales center are as follows (dollars in thousands): ā ā ā ā ā ā Future ā ā Minimum Year Ended Rentals 2021 ā $ 555 2022 ā 470 2023 ā 470 2024 ā 470 2025 ā 116 Total undiscounted lease payments ā $ 2,081 Discount ā $ (365) Lease Liability ā $ 1,716 ā b. Legal Proceedings - The trustees for the multiemployer pension plan (the "Trustees") to which the January 2020 payment was made claimed in February 2020 that the multiemployer pension plan was due additional sums in excess of the amount set forth in the Plan. On May 1, 2020, the Trustees filed a complaint in the United States District Court for the Southern District of New York seeking a judgment against the Company in the amount of approximately $2.6 million, plus unliquidated amounts on account of the multiemployer pension plan. Following the filing of the complaint, the Company moved to have the Bankruptcy Court reopen the bankruptcy case to enforce the permanent injunction, Plan, and confirmation order against the Trustees. On June 10, 2020, the Bankruptcy Court granted the Company's motion to reopen the bankruptcy case. On July 22, 2020, the Bankruptcy Court heard arguments on whether to enforce the permanent injunction, Plan, and confirmation order against the Trustees. On October 26, 2020, the Bankruptcy Court entered a memorandum order granting the Companyās motion to enforce the confirmation order and Plan, finding that under the unambiguous terms of the Plan, the Company has paid the full amount owed to the Trustees under the Plan and that no further payments are due. The Bankruptcy Courtās memorandum order became a final non-appealable order as the Trustees did not file a notice of appeal. The bankruptcy case was re-closed on December 5, 2020. 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. |
LOANS PAYABLE AND SECURED LINE
LOANS PAYABLE AND SECURED LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2020 | |
LOANS PAYABLE AND SECURED LINE OF CREDIT | |
LOANS PAYABLE AND SECURED LINE OF CREDIT | NOTE 10 ā LOANS PAYABLE AND SECURED LINE OF CREDIT Corporate Credit Facility In December 2019, we entered into a multiple draw credit agreement aggregating $70.0 million (the āCorporate Credit Facilityā), which may be increased by $25.0 million, subject to satisfaction of certain conditions and the consent of the lender (the āCCF Lenderā). 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 CCF 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 $35.75 million at December 31, 2020. Accrued interest totaled approximately $1.5 million at December 31, 2020. As of December 31, 2020, we were in compliance with all covenants of the Corporate Credit Facility. The Corporate Credit Facility bears interest at a rate per annum equal to the sum of (i) 5.25% and (ii) a scheduled interest rate of 4% (the āCash Pay Interest Rateā) which increases by 0.125% every six-month period from the Closing Date, subject to increase during the extension periods. The effective interest rate at December 31, 2020 was 9.5%. A $2.45 million commitment fee was 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 December 31, 2020, we had paid $1.85 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 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 Corporate Credit Facility 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 Corporate Credit Facility obligations by our loan party subsidiaries. Pursuant to the terms of the Corporate Credit Facility, so long as the Corporate Credit Facility is outstanding and the CCF Lender is owed or holds greater than 50% of the sum of (x) the aggregate principal amount of the balance outstanding and (y) the aggregate unused commitments, the CCF Lender will have the right to appoint one member to our and each of our subsidiaryās board of directors or equivalent governing body (the āDesigneeā). At the election of the CCF 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. In connection with the December 2020 transaction noted below, the Company entered into an amendment to the Corporate Credit Facility (the āCorporate Facility Amendmentā), pursuant to which, among other things, (i) we were permitted to enter into the Mezzanine Loan Agreement (as defined below), the amendment to the 77 Greenwich Construction Facility (as defined below) and related documents, (ii) the commitment made by the CCF Lender under the Corporate Credit Facility was reduced by the amount of the Mezzanine Loan (as defined below) from $70.0 million to $62.5 million, subject to increase by $25.0 million upon satisfaction of certain conditions and the consent of the CCF Lender, and (iii) the MOIC amount that would be due and payable by the Company upon the final repayment of the loan pursuant to the Corporate Credit Facility if no event of default exists and is continuing under the Corporate Credit Facility at any time prior to December 22, 2022, was amended to combine the Corporate Credit Facility and the Mezzanine Loan for purposes of calculating the MOIC, to the extent not previously paid, if any. In addition, the exercise price of the warrants issued in connection with the Corporate Credit Facility was amended from $6.50 per share to $4.50 per share (the āWarrant Agreement Amendmentā) (see Note 11 ā Stockholders Equity ā Warrants to our consolidated financial statements for further discussion regarding the warrants). Loans Payable 237 11 th In May 2018, in connection with the acquisition of 237 11 th th th th th th th 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. Effective December 31, 2020, the recourse guaranty for the 237 11 th Loan was amended to decrease certain liquidity requirements. As of December 31, 2020, we were in compliance with all covenants of the 237 11 th Loan. 77 Greenwich Construction Facility In December 2017, we closed on a $189.5 million construction facility for 77 Greenwich (the ā77 Greenwich Construction Facilityā). 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 retail space, almost all of which is street level, 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 $139.0 million and $104.9 million on the 77 Greenwich Construction Facility at December 31, 2020 and 2019, respectively. 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 December 31, 2020 and 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 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 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 lender and the SCA in connection with the 77 Greenwich Construction Facility. As of December 31, 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. Despite the construction delays, we currently expect that the construction project will be completed within budget. We currently anticipate receiving our temporary certificates of occupancy (āTCOā) in stages through the first half of 2021. In December 2020, we entered into an amendment to the 77 Greenwich Construction Facility, pursuant to which, among other things, the sales pace covenants were amended and extended to provide for a reduction in the gross value of condominium sales at the 77 Greenwich and to afford more favorable cure rights than previously existed if a required sales threshold is not satisfied. The sales pace covenants will be tested on April 1, 2021, July 1, 2021 and October 2, 2021. Additionally, the outside date by which we are required to have substantially completed construction of all improvements to 77 Greenwich was extended to November 30, 2021 and the liquidity requirements will be reduced based on construction progress. We received our first TCO on March 8, 2021. Upon the granting of the TCO and our condominium offering plan being declared effective, unit purchasers may occupy their units. In connection with this amendment, we paid down $8.0 million of the 77 Greenwich Construction Facility and funded certain reserves to the lender, a portion of which was funded by a release of certain cash collateral and the balance of which was funded by a mezzanine loan (see below). Under the terms of this amendment, to the extent that any payments are needed to satisfy the minimum multiple fee owed to the mortgage lender upon the repayment of the 77 Greenwich Construction Facility that have not already been paid, such minimum multiple fee will be reduced by 60% if the 77 Greenwich Construction Facility is repaid in full prior to June 30, 2021, and by 40% if repaid between July 1, 2021 and September 30, 2021. The Company currently expects any such payments to be minimal (if anything). Mezzanine Loan In December 2020, we entered into a mezzanine loan agreement with the CCF Lender (the āMezzanine Loan Agreementā, and the loan thereunder, the āMezzanine Loanā). on the Mezzanine Loan is not payable on a monthly basis but instead is automatically added to the unpaid principal amount on a monthly basis (and therefore accrues interest) and is payable in full on the maturity date of the Mezzanine Loan. Upon final repayment of the Mezzanine Loan, a MOIC shall be due on substantially the same terms as provided for in the Corporate Credit Facility. The Mezzanine Loan may not be prepaid prior to prepayment in full of the 77 Greenwich Construction Facility, but if the 77 Greenwich Construction Facility is being prepaid in full, the Mezzanine Loan may be prepaid simultaneously therewith. Subject to the prior sentence the Mezzanine Loan may be prepaid in whole or in part, without penalty or premium (other than payment of the MOIC amount, if applicable, as provided above), upon prior written notice to mezz lender. In connection with the Mezzanine Loan, the Company entered into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking substantially consistent with the Companyās existing guarantees made to the 77 Greenwich Lender in connection with the 77 Greenwich Construction Facility. In December 2017, we entered into an interest rate cap agreement as required under the 77 Greenwich Construction Facility. The interest rate cap agreement provided the right to receive cash if the reference interest rate rose 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 interest rate cap matured in December 2020. The fair value of the interest rate cap at December 31, 2019 was zero. We did not designate this interest rate cap as a hedge and are recognizing the change in estimated fair value in interest expense. Secured Line of Credit Our $12.75 million secured line of credit is secured by the Paramus, New Jersey property. In March 2021, we entered into an amendment to extend the maturity date to March 2022. The secured line of credit, which prior to the amendment, bore interest at a rate of 200 basis points over the 30-day LIBOR, now bears interest at the prime rate, currently 3.25%. The secured line of credit is pre-payable at any time without penalty. A portion of the secured line of credit is subject to an unused fee. This secured line of credit had an outstanding balance of $7.75 million and $5.25 million at December 31, 2020 and 2019, respectively, and an effective interest rate of 2.14% and 3.76% as of December 31, 2020 and 2019, respectively. 250 North 10 th We own a 10% interest in a joint venture with TF Cornerstone (the ā250 North 10 th th th Principal Maturities Combined aggregate principal maturities of our loans, secured line of credit and note payable as of December 31, 2020, excluding extension options, were as follows (dollars in thousands): ā ā ā ā Year of Maturity Principal 2021 ā $ 61,153 2022 ā 139,025 2023 ā 5,863 2024 ā ā 43,250 2025 ā ā ā ā ā 249,291 Less: deferred finance costs, net ā (6,493) Total loans, secured line of credit, and note payable, net ā $ 242,798 ā Interest Consolidated interest expense (income), net includes the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended Year Ended Year Ended ā ā December 31, ā December 31, ā December 31, ā ā 2020 ā 2019 ā 2018 Interest expense ā $ 17,174 ā $ 13,513 ā $ 6,848 Interest capitalized ā (15,719) ā (13,513) ā (6,848) Interest income ā (57) ā (67) ā (212) Interest expense (income), net ā $ 1,398 ā $ (67) ā $ (212) ā |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 11 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 (2) shares of preferred stock, $0.01 par value per share (which have been redeemed in accordance with their terms and may not be reissued), one (1) share of special stock, $0.01 par value per share, and 40,000,000 shares of a new class of blank-check preferred stock, $0.01 par value per share. As of December 31, 2020 and 2019, there were 38,345,540 shares and 37,612,465 shares of common stock issued, respectively, and 32,172,107 shares and 31,881,961 shares of common stock outstanding, respectively, with the difference being held in treasury stock. Warrants In December 2019, we entered into a Warrant Agreement (the āWarrant Agreementā) with the lender under our Corporate Credit Facility (see Note 10 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 had 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. On December 22, 2020, the Company entered into the Warrant Agreement Amendment, whereby the exercise price of the warrants issued in connection with the Corporate Credit Agreement was amended to be $4.50 per share. 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 $830,000 at December 31, 2020. The $965,000 change in fair value of the Warrants was recorded as an unrealized gain in the consolidated statement of operations and comprehensive income (loss) during the year ended December 31, 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 Agreement described in Note 10 ā 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 Agreement. At-The-Market Equity Offering Program In December 2016, we entered into an āat-the-marketā equity offering program (the āATM Programā), to sell up to an aggregate of $12.0 million of our common stock. The sale agreement with our broker expired in accordance with its term on June 30, 2019 and was not extended. We did not sell any shares through this program in 2018 or 2019. Share Repurchase Program In December 2019, our Board of Directors approved a stock repurchase program under which we can buy up to $5.0 million of shares of our common stock, which is now subject to the terms of our Corporate Credit Facility. Repurchases under the stock 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 program does not obligate the Company to repurchase any particular amount of common stock, and may be suspended or discontinued at any time without notice. During the year ended December 31, 2019, we purchased 49,394 shares of our common stock at an average price of $3.01 per share. During the year ended December 31, 2020, we purchased 200,803 shares of our common stock at an average price of $1.67 per share, for a total of 250,197 shares of our common stock purchased at an average price of $1.93 per share since the inception of the share repurchase program. As of December 31, 2020, approximately $4.5 million remained available for share purchase under the share repurchase program, subject to the terms of our Corporate Credit Facility. Preferred Stock We are authorized to issue two shares of preferred stock (one share each of Series A and Series B preferred stock, each of which was automatically redeemed in 2016 and may not be reissued), one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund ("Third Avenue"), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 12 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 term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. To date, no stock options have been granted under the SIP. The SIP initially authorized the issuance of up to 800,000 shares of common stock. In June 2019, our stockholders approved an amendment and restatement of the SIP, including an increase to the number of shares of common stock available for awards under the SIP by 1,000,000 shares. Our SIP activity as of December 31, 2020 and 2019 was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, 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 (59,660) ā $ 1.65 (13,050) ā $ 3.98 Deferred under non-employee director's deferral program (114,005) ā $ 1.76 (43,175) ā $ 3.98 Balance available, end of period 548,370 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 year ended December 31, 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 consolidated statements of operations and comprehensive income (loss) during the years ended December 31, 2020, 2019 and 2018 totaled $708,000, $859,000, and $1.2 million, respectively, which is net of $362,000, $480,000 and $665,000 capitalized as part of real estate under development, respectively. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, 2020 ā Year ended December 31, 2019 ā Year ended December 31, 2018 ā ā ā ā Weighted ā ā ā Weighted ā ā ā Weighted ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Average Fair ā ā Number of ā Value at Grant ā Number of ā Value at Grant ā Number of ā Value at Grant ā Shares Date Shares Date Shares Date Non-vested at beginning of period 453,334 ā $ 5.00 381,167 ā $ 6.39 677,734 ā $ 6.44 Granted RSUs 295,500 ā $ 3.01 267,000 ā $ 4.15 176,000 ā $ 6.49 Vested (279,834) ā $ 5.46 (194,833) ā $ 5.98 (472,567) ā $ 6.20 Non-vested at end of period 469,000 ā $ 3.43 453,334 ā $ 5.00 381,167 ā $ 6.39 ā As of December 31, 2020, there was approximately $425,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2022. During the year ended December 31, 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. Director Deferral Plan 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 December 31, 2020 and 2019 a total of 177,159 and 63,154 stock units, respectively, have been deferred under the Deferral Program. |
INVESTMENTS IN UNCONSOLIDATED J
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 12 Months Ended |
Dec. 31, 2020 | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | NOTE 13 ā INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES We own a 50% interest in a joint venture (the āBerkley JVā) formed to acquire and operate The Berkley, a newly built 95-unit multi-family property. In December 2016, the Berkley JV closed on the acquisition of The Berkley 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 JV 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 increased 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. We own a 10% interest in a joint venture with TF Cornerstone (the ā250 North 10 th th th th th th As of December 31, 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 December 31, 2020 and 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā ā 2020 2019 ā ā ā ā ā ā ā ASSETS ā ā ā ā ā ā ā ā ā ā Real estate, net ā $ 167,749 ā $ 50,508 Cash and cash equivalents ā 1,344 ā 344 Restricted cash ā 766 ā 435 Tenant and other receivables, net ā 254 ā 42 Prepaid expenses and other assets, net ā 204 ā 66 Intangible assets, net ā 24,006 ā 11,757 Total assets ā $ 194,323 ā $ 63,152 ā ā ā ā ā ā ā LIABILITIES ā ā ā ā ā ā ā ā ā Mortgages payable, net ā $ 114,218 ā $ 41,207 Accounts payable and accrued expenses ā 1,705 ā 598 Total liabilities ā 115,923 ā 41,805 ā ā ā ā ā ā ā MEMBERSā EQUITY ā ā ā ā ā ā ā ā ā Membersā equity ā 92,070 ā 27,169 Accumulated deficit ā (11,943) ā (5,822) Accumulated other comprehensive loss ā ā (1,727) ā ā ā Total membersā equity ā 78,400 ā 21,347 ā ā ā ā ā ā ā Total liabilities and membersā equity ā $ 194,323 ā $ 63,152 ā ā ā ā ā ā ā Our investments in unconsolidated joint ventures ā $ 19,379 ā $ 10,673 ā The statements of operations for the unconsolidated joint venture for the years ended December 31, 2020, 2019, and 2018 are as follows (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended ā For the Year Ended ā For the Year Ended ā ā December 31, ā December 31, ā December 31, ā 2020 2019 2018 ā ā ā ā ā ā ā ā ā ā Revenues ā ā ā Rental revenues ā $ 12,747 ā $ 3,314 ā $ 3,447 ā ā ā ā ā ā ā ā ā ā Total revenues ā 12,747 ā 3,314 ā 3,447 ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā Property operating expenses ā 3,595 ā 956 ā 1,033 Real estate taxes ā 94 ā 45 ā 45 General and administrative ā 10 ā 10 ā 7 Amortization ā 5,676 ā 536 ā 536 Depreciation ā 3,833 ā 1,328 ā 1,318 ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 13,208 ā 2,875 ā 2,939 ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā (461) ā 439 ā 508 ā ā ā ā ā ā ā ā ā ā Interest expense, net ā (3,780) ā (1,905) ā (1,791) Interest expense -amortization of deferred finance costs ā (1,881) ā (172) ā (172) ā ā ā ā ā ā ā ā ā ā Net loss ā $ (6,122) ā $ (1,638) ā $ (1,455) ā ā ā ā ā ā ā ā ā ā Our equity in net loss from unconsolidated joint ventures ā $ (1,571) ā $ (819) ā $ (728) ā |
QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2020 | |
QUARTERLY FINANCIAL DATA | |
QUARTERLY FINANCIAL DATA | NOTE 14 ā QUARTERLY FINANCIAL DATA (unaudited) The following table reflects quarterly condensed consolidated statements of operations for the periods indicated (dollars in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended December 31, 2020 ā ā January 1, ā April 1, ā July 1, ā October 1, ā ā 2020 to ā 2020 to ā 2020 to ā 2020 to ā ā March 31, ā June 30, ā September 30, ā December 31, ā 2020 2020 2020 2020 Revenues ā ā ā ā ā ā ā ā ā ā ā ā Rental revenues ā $ 304 ā $ 274 ā $ 196 ā $ 219 Other income ā ā 23 ā ā 128 ā ā 80 ā ā 32 Total revenues ā ā 327 ā ā 402 ā ā 276 ā ā 251 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā ā ā ā ā ā ā ā Property operating expenses ā ā 1,593 ā ā 1,162 ā ā 2,709 ā ā 2,702 Real estate taxes ā ā 20 ā ā 20 ā ā 19 ā ā 20 General and administrative ā ā 1,334 ā ā 1,431 ā ā 1,188 ā ā 1,002 Pension related costs ā ā 165 ā ā 165 ā ā 165 ā ā (150) Transaction related costs ā ā 15 ā ā 89 ā ā 27 ā ā 2 Depreciation and amortization ā ā 601 ā ā 785 ā ā 690 ā ā 692 ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā ā 3,728 ā ā 3,652 ā ā 4,798 ā ā 4,268 ā ā ā ā ā ā ā ā ā ā ā ā ā Gain on sale of school condominium ā ā ā ā ā 24,196 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā ā (3,401) ā ā 20,946 ā ā (4,522) ā ā (4,017) ā ā ā ā ā ā ā ā ā ā ā ā ā Equity in net loss from unconsolidated joint ventures ā (991) ā ā (135) ā ā (176) ā ā (269) Unrealized gain (loss) on warrants ā ā 1,200 ā ā 188 ā ā (58) ā ā (365) Interest income (expense), net ā 4 ā ā (254) ā ā (545) ā ā (603) Interest expense - amortization of deferred finance costs ā ā ā (108) ā (40) ā (54) ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income before taxes ā (3,188) ā 20,637 ā (5,341) ā (5,308) ā ā ā ā ā ā ā ā ā ā ā ā ā Tax expense ā (65) ā (102) ā (51) ā (88) ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to common stockholders ā $ (3,253) ā $ 20,535 ā $ (5,392) ā $ (5,396) ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share - basic ā $ (0.10) ā $ 0.64 ā $ (0.17) ā $ (0.17) (Loss) income per share - diluted ā $ (0.10) ā $ 0.64 ā $ (0.17) ā $ (0.16) ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average number of common shares - basic ā ā 32,268 ā ā 32,303 ā ā 32,297 ā ā 32,305 Weighted average number of common shares - diluted ā 32,268 ā ā 32,303 ā ā 32,297 ā ā 32,860 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended December 31, 2019 ā ā January 1, ā April 1, ā July 1, ā October 1, ā ā 2019 to ā 2019 to ā 2019 to ā 2019 to ā ā March 31, ā June 30, ā September 30, ā December 31, ā 2019 2019 2019 2019 Revenues ā ā ā ā ā ā ā ā ā ā ā ā Rental revenues ā $ 1,293 ā $ 1,281 ā $ 946 ā $ 542 ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenues ā ā 1,293 ā ā 1,281 ā ā 946 ā ā 542 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā ā ā ā ā ā ā ā Property operating expenses ā ā 680 ā ā 816 ā ā 1,191 ā ā 2,641 Real estate taxes ā ā 84 ā ā 90 ā ā 90 ā ā 64 General and administrative ā ā 1,313 ā ā 1,373 ā ā 1,286 ā ā 1,377 Pension related costs ā ā 183 ā ā 183 ā ā 183 ā ā 184 Transaction related costs ā ā 25 ā ā 112 ā ā 29 ā ā 1 Depreciation and amortization ā ā 940 ā ā 837 ā ā 600 ā ā 600 ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 3,225 ā 3,411 ā 3,379 ā 4,867 ā ā ā ā ā ā ā ā ā ā ā ā ā Gain on sale of real estate ā ā ā ā ā ā ā ā ā ā ā 9,521 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā ā (1,932) ā ā (2,130) ā ā (2,433) ā ā 5,196 ā ā ā ā ā ā ā ā ā ā ā ā ā Equity in net loss from unconsolidated joint venture ā (221) ā (186) ā (218) ā (194) Interest income, net ā ā 21 ā ā 18 ā ā 14 ā ā 14 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income before taxes ā (2,132) ā (2,298) ā (2,637) ā 5,016 ā ā ā ā ā ā ā ā ā ā ā ā ā Tax (expense) income ā (81) ā (110) ā (8) ā 71 ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to common stockholders ā $ (2,213) ā $ (2,408) ā $ (2,645) ā $ 5,087 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share - basic and diluted ā $ (0.07) ā $ (0.08) ā $ (0.08) ā $ 0.16 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average number of common shares - basic and diluted ā 31,796 ā 31,918 ā 31,953 ā 31,972 ā |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 ā SUBSEQUENT EVENTS On March 2, 2021, we entered into an amendment to extend the maturity date of our Secured Line of Credit to March 2022. On March 8, 2021, we obtained our first TCO for 77 Greenwich. This TCO covers six residential floors, the lobby, mechanical rooms, and portions of the cellar. Other than as disclosed above, there were no subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements. |
Schedule III - Consolidated Rea
Schedule III - Consolidated Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
Schedule III - Consolidated Real Estate and Accumulated Depreciation | |
Schedule III - Consolidated Real Estate and Accumulated Depreciation | Schedule III - Consolidated Real Estate and Accumulated Depreciation (dollars in thousands) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Initial Cost ā ā ā ā ā ā ā Amounts at which Carried at December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā Building, ā Cost ā Building, ā ā ā ā ā ā ā Building, ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Building and ā Capitalized ā Building and ā ā ā ā ā ā ā Building and ā ā ā ā ā ā ā Date of ā ā ā ā ā Land and ā Real Estate ā Tenant ā Subsequent ā Tenant ā ā ā ā Real Estate ā Tenant ā ā ā ā ā ā ā Acquisition Property ā ā ā ā Land ā Under ā Improvements ā to ā Improvements ā ā ā ā Under ā Improvements ā ā ā ā Accumulated ā (A) / Construction Description Encumbrances (1) Improvements Development (2) Acquisition (2) Land Development (2) Total Depreciation (C) 77 Greenwich, NY ā $ 144,219 ā $ ā ā $ 16,633 ā $ ā ā $ 189,000 ā $ ā ā $ ā ā $ 205,633 ā $ ā ā $ 205,633 ā $ ā ā 1990 (A) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Brooklyn, New York ā 52,869 ā 27,939 ā ā ā 42,177 ā ā ā ā 87 ā 27,939 ā ā ā 42,278 ā 70,217 ā 4,191 2018 (A) / 2017(C) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Paramus, NJ ā ā ā ā ā 1,548 ā ā ā 5,997 ā ā ā ā ā ā 7,545 ā ā ā 7,545 ā ā 1980 (A) / 1984(C) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā $ 197,088 ā $ 27,939 ā $ 18,181 ā $ 42,177 ā $ 194,997 ā $ 87 ā $ 27,939 ā $ 213,178 ā $ 42,278 ā $ 283,395 ā $ 4,191 ā ā (1) Encumbrances are net of deferred finance costs of approximately $2.6 million. (2) Depreciation on buildings and improvements reflected in the consolidated statements of operations and comprehensive income (loss) is calculated on the straight-line basis over estimated useful lives of 10 to 39 years . (a) Reconciliation of Total Real Estate Properties: The following table reconciles the activity for the real estate properties for the periods reported (dollars in thousands): ā ā ā ā ā ā ā ā Year Ended Year Ended ā ā December 31, ā December 31, ā ā 2020 ā 2019 ā ā ā ā ā ā ā Balance at beginning of period ā $ 295,803 ā $ 216,672 Additions ā 51,715 ā 89,885 Sold real estate ā ā ā (10,754) Sold condominium to the SCA ā ā (64,123) ā ā ā Balance at end of period ā $ 283,395 ā $ 295,803 ā The aggregate cost of land, real estate under development, building and improvements, before depreciation, for federal income tax purposes at December 31, 2020 and 2019 was $283.4 million (unaudited) and $295.8 million (unaudited), respectively. (b) Reconciliation of Accumulated Depreciation: The following table reconciles the accumulated depreciation for the periods reported (dollars in thousands): ā ā ā ā ā ā ā ā ā Year Ended Year Ended ā ā December 31, ā December 31, ā ā 2020 ā 2019 ā ā ā ā ā ā ā Balance at beginning of period ā $ 2,577 ā $ 3,608 Depreciation related to real estate ā ā 1,614 ā 1,735 Write-off of depreciation related to sold real estate ā ā ā ā ā (2,766) Balance at end of period ā $ 4,191 ā $ 2,577 ā |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | a. Principles of Consolidation - 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 December 31, 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 |
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 |
Valuation of Long-Lived Assets | h. Valuation of Long-Lived Assets 77 Greenwich is a residential condominium development project currently in the development stage and forecasting the expected future cash flows requires management to make significant assumptions and estimates in relation to the remaining costs to complete the project, potential delays or disruptions in construction due to COVID-19 restrictions, and potential disposition proceeds to be received upon sale of residential condominium units in light of market disruptions due to the COVID-19 pandemic. We also identified the existence of an impairment evaluation triggering event in relation to our 237 11 th Street property as a result of property damage caused by certain construction defects in place prior to acquisition. Significant judgments and estimates are required by management in determining the assetās estimated future cash flows, including future revenue and operating expense growth rates, holding period, estimated terminal value, estimated costs to sell, and other market-based assumptions. |
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 |
Restricted Cash | k. Restricted Cash |
Revenue Recognition | l. Revenue Recognition |
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 December 31, 2020 and December 31, 2019, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2020, our tax returns for the years ended December 31, 2017 through December 31, 2020 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2016 or 2017 through December 31, 2020, depending on the jurisdiction. 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 |
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 with a present value of future payment obligations of $2.4 million as of January 1, 2019 (see Note 9 - 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 have elected this optional transition method, although it resulted in no cumulative-effect adjustment. As lessor, for reporting revenue, we have elected to combine the lease and non-lease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Also, we have elected the 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) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2020 | |
REAL ESTATE, NET | |
Schedule of Real Estate Properties | As of December 31, 2020 and 2019, real estate, net consisted of the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 ā ā ā ā ā Real estate under development ā $ 213,178 ā $ 225,673 Building and building improvements ā 41,358 ā 41,358 Tenant improvements ā 189 ā 125 Furniture and fixtures ā 731 ā 708 Land and land improvements ā 27,939 ā 27,939 ā ā 283,395 ā 295,803 Less: accumulated depreciation ā 4,191 ā 2,577 ā ā $ 279,204 ā $ 293,226 ā |
Schedule of estimated annual amortization of intangible assets | As of December 31, 2020, the estimated annual amortization of intangible assets for each of the five succeeding years and thereafter is as follows (dollars in thousands): ā ā ā ā ā ā Real Estate ā ā Tax ā ā Abatement Year Amortization 2021 ā $ 740 2022 ā 740 2023 ā ā 740 2024 ā ā 740 2025 ā ā 740 Thereafter ā 5,472 |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREPAID EXPENSES AND OTHER ASSETS, NET | |
Schedule of prepaid expenses and other assets | As of December 31, 2020 and 2019, prepaid expenses and other assets, net consisted of the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā 2020 2019 ā ā ā ā ā Trademarks and customer lists ā $ ā ā $ 2,090 Prepaid expenses ā 454 ā 797 Lease commissions ā ā ā 1,565 Deferred finance costs ā ā 1,795 ā ā 6,798 Other ā 954 ā 2,641 ā ā 3,203 ā 13,891 Less: accumulated amortization ā 500 ā 4,794 ā ā $ 2,703 ā $ 9,097 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of provision for taxes | The provision for taxes is as follows (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā Year Ended ā December 31, 2020 December 31, 2019 December 31, 2018 Current: ā ā ā Federal ā $ ā ā $ ā ā $ ā State ā 306 ā 128 ā 290 ā ā $ 306 ā $ 128 ā $ 290 Deferred: ā ā ā ā Federal ā $ ā ā $ ā ā $ ā State ā ā ā ā ā ā ā ā $ ā ā $ ā ā $ ā ā ā ā ā ā ā ā ā ā ā Tax expense ā $ 306 ā $ 128 ā $ 290 ā |
Schedule of effective income tax rate reconciliation | The following is a reconciliation of income taxes computed at the U.S. Federal statutory rate to the provision for income taxes: ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā Year Ended ā December 31, 2020 December 31, 2019 December 31, 2018 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State taxes 6.3 % 49.7 % 17.1 % Permanent non-deductible expenses 5.0 % (5.6) % (1.7) % Change of valuation allowance (27.8) % (71.3) % (40.2) % ā ā ā ā ā ā ā ā Effective income tax rate 4.5 % (6.2) % (3.8) % ā |
Schedule of deferred tax assets and liabilities | The composition of our deferred tax assets and liabilities is as follows (dollars in thousands): ā ā ā ā ā ā ā ā ā December 31, 2020 December 31, 2019 Deferred tax assets: ā ā Pension costs ā $ ā ā $ 165 Charitable contributions ā 15 ā 21 Net operating loss carry forwards ā 58,635 ā 61,124 Depreciation (including air rights) ā 4,677 ā 5,035 Lease liability ā ā 571 ā ā 650 Other ā 160 ā 93 Investment in joint ventures ā 678 ā 382 Accrued expenses ā 132 ā 80 ā ā ā ā ā ā ā Total deferred tax assets ā $ 64,868 ā $ 67,550 Valuation allowance ā (60,930) ā (63,709) Deferred tax asset after valuation allowance ā $ 3,938 ā $ 3,841 ā ā ā ā ā ā ā Deferred tax liabilities: ā ā Intangibles ā $ (3,273) ā $ (3,242) Pension costs ā ā (114) ā ā ā Right-of-use asset ā (551) ā (599) Total deferred tax liabilities ā $ (3,938) ā $ (3,841) Net deferred tax assets ā $ ā ā $ ā ā ā ā ā ā ā ā Current deferred tax assets ā $ ā ā $ ā Long-term deferred tax assets ā ā ā ā Total deferred tax assets ā $ ā ā $ ā ā |
RENTAL REVENUE (Tables)
RENTAL REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
RENTAL REVENUE | |
Schedule of future minimum rental payments for operating lease | Future minimum rent due under non-cancellable tenant operating leases (excluding license agreements) as of December 31, 2020 is as follows (dollars in thousands): ā ā ā ā ā ā Future Minimum Year Rent 2021 $ 925 2022 ā 378 2023 ā 223 2024 ā 226 2025 ā 228 Thereafter ā 1,253 ā $ 3,233 |
PENSION PLANS (Tables)
PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PENSION PLANS | |
Schedule of financial information related to pension plan | Presented below is financial information relating to this plan for the periods indicated (dollars in thousands): ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā December 31, ā December 31, ā 2020 2019 CHANGE IN BENEFIT OBLIGATION: ā ā Net benefit obligation - beginning of period ā $ 13,933 ā $ 13,668 Interest cost ā 658 ā 644 Actuarial loss ā 408 ā 410 Gross benefits paid ā (775) ā (789) Net benefit obligation - end of period ā $ 14,224 ā $ 13,933 ā ā ā ā ā ā ā CHANGE IN PLAN ASSETS: ā ā Fair value of plan assets - beginning of period ā $ 13,009 ā $ 10,852 Employer contributions ā 400 ā 400 Gross benefits paid ā (775) ā (789) Return on plan assets ā 1,934 ā 2,546 Fair value of plan assets - end of period ā $ 14,568 ā $ 13,009 ā ā ā ā ā ā ā Over (under) funded status at end of period ā $ 344 ā $ (924) ā |
Schedule of pension expense components | The pension expense includes the following components (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended Year Ended Year Ended ā ā ā December 31, ā December 31, December 31, ā ā ā 2020 ā 2019 2017 ā COMPONENTS OF NET PERIODIC COST: ā ā ā ā ā ā Interest cost ā $ 658 ā $ 644 ā $ 666 ā (Gain) loss on assets ā (758) ā (628) ā 750 ā Amortization of loss (gain) ā 247 ā 484 ā (990) ā Net periodic cost ā $ 147 ā $ 500 ā $ 426 ā ā ā ā ā ā ā ā ā ā ā ā WEIGHTED-AVERAGE ASSUMPTION USED: ā ā ā ā ā ā Discount rate ā 5.0 % 5.0 % ā 5.0 % Rate of compensation increase ā 0.0 % 0.0 % ā 0.0 % ā |
Schedule of expected benefit payments | As of December 31, 2020 the benefits expected to be paid in the next five years and then in the aggregate for the five fiscal years thereafter are as follows (dollars in thousands): ā ā ā ā ā Year Amount 2021 ā $ 896 2022 ā 917 2023 ā 931 2024 ā 944 2025 ā 991 2026-2031 ā 3,937 ā |
Schedule of fair values and asset allocation | The fair values and asset allocation of our plan assets as of December 31, 2020 and 2019 and the target allocation for fiscal 2020, by asset category, are presented in the following table. All fair values are based on quoted prices in active markets for identical assets (Level 1 in the fair value hierarchy) (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā December 31, 2019 ā ā ā ā ā ā ā ā % of Plan ā ā ā ā ā % of Plan Asset Category ā Asset Allocation ā ā Fair Value ā Assets ā ā Fair Value (1) ā Assets Cash and equivalents 0% to 10 % ā $ 877 ā 6 % ā $ 835 6 % Equity securities 40% to 57 % ā 9,755 ā 67 % ā 8,019 62 % Fixed income securities 35% to 50 % ā 3,936 ā 27 % ā 4,155 32 % Total ā ā $ 14,568 100 % ā $ 13,009 100 % |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS | |
Schedule of remaining lease obligation | The remaining lease obligation, excluding any extension options, for our corporate office and the sales center are as follows (dollars in thousands): ā ā ā ā ā ā Future ā ā Minimum Year Ended Rentals 2021 ā $ 555 2022 ā 470 2023 ā 470 2024 ā 470 2025 ā 116 Total undiscounted lease payments ā $ 2,081 Discount ā $ (365) Lease Liability ā $ 1,716 |
LOANS PAYABLE AND SECURED LIN_2
LOANS PAYABLE AND SECURED LINE OF CREDIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LOANS PAYABLE AND SECURED LINE OF CREDIT | |
Schedule of combined aggregate principal maturities of our loans | Combined aggregate principal maturities of our loans, secured line of credit and note payable as of December 31, 2020, excluding extension options, were as follows (dollars in thousands): ā ā ā ā Year of Maturity Principal 2021 ā $ 61,153 2022 ā 139,025 2023 ā 5,863 2024 ā ā 43,250 2025 ā ā ā ā ā 249,291 Less: deferred finance costs, net ā (6,493) Total loans, secured line of credit, and note payable, net ā $ 242,798 ā |
Schedule of consolidated interest (income) expense | Consolidated interest expense (income), net includes the following (dollars in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Year Ended Year Ended Year Ended ā ā December 31, ā December 31, ā December 31, ā ā 2020 ā 2019 ā 2018 Interest expense ā $ 17,174 ā $ 13,513 ā $ 6,848 Interest capitalized ā (15,719) ā (13,513) ā (6,848) Interest income ā (57) ā (67) ā (212) Interest expense (income), net ā $ 1,398 ā $ (67) ā $ (212) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 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 Year Ended ā Year Ended ā ā ā December 31, 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 (59,660) ā $ 1.65 (13,050) ā $ 3.98 Deferred under non-employee director's deferral program (114,005) ā $ 1.76 (43,175) ā $ 3.98 Balance available, end of period 548,370 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 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year ended December 31, 2020 ā Year ended December 31, 2019 ā Year ended December 31, 2018 ā ā ā ā Weighted ā ā ā Weighted ā ā ā Weighted ā ā ā ā Average Fair ā ā ā Average Fair ā ā ā Average Fair ā ā Number of ā Value at Grant ā Number of ā Value at Grant ā Number of ā Value at Grant ā Shares Date Shares Date Shares Date Non-vested at beginning of period 453,334 ā $ 5.00 381,167 ā $ 6.39 677,734 ā $ 6.44 Granted RSUs 295,500 ā $ 3.01 267,000 ā $ 4.15 176,000 ā $ 6.49 Vested (279,834) ā $ 5.46 (194,833) ā $ 5.98 (472,567) ā $ 6.20 Non-vested at end of period 469,000 ā $ 3.43 453,334 ā $ 5.00 381,167 ā $ 6.39 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019 are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā December 31, ā December 31, ā ā 2020 2019 ā ā ā ā ā ā ā ASSETS ā ā ā ā ā ā ā ā ā ā Real estate, net ā $ 167,749 ā $ 50,508 Cash and cash equivalents ā 1,344 ā 344 Restricted cash ā 766 ā 435 Tenant and other receivables, net ā 254 ā 42 Prepaid expenses and other assets, net ā 204 ā 66 Intangible assets, net ā 24,006 ā 11,757 Total assets ā $ 194,323 ā $ 63,152 ā ā ā ā ā ā ā LIABILITIES ā ā ā ā ā ā ā ā ā Mortgages payable, net ā $ 114,218 ā $ 41,207 Accounts payable and accrued expenses ā 1,705 ā 598 Total liabilities ā 115,923 ā 41,805 ā ā ā ā ā ā ā MEMBERSā EQUITY ā ā ā ā ā ā ā ā ā Membersā equity ā 92,070 ā 27,169 Accumulated deficit ā (11,943) ā (5,822) Accumulated other comprehensive loss ā ā (1,727) ā ā ā Total membersā equity ā 78,400 ā 21,347 ā ā ā ā ā ā ā Total liabilities and membersā equity ā $ 194,323 ā $ 63,152 ā ā ā ā ā ā ā Our investments in unconsolidated joint ventures ā $ 19,379 ā $ 10,673 |
Schedule of statement of operations for unconsolidated joint ventures | ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended ā For the Year Ended ā For the Year Ended ā ā December 31, ā December 31, ā December 31, ā 2020 2019 2018 ā ā ā ā ā ā ā ā ā ā Revenues ā ā ā Rental revenues ā $ 12,747 ā $ 3,314 ā $ 3,447 ā ā ā ā ā ā ā ā ā ā Total revenues ā 12,747 ā 3,314 ā 3,447 ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā Property operating expenses ā 3,595 ā 956 ā 1,033 Real estate taxes ā 94 ā 45 ā 45 General and administrative ā 10 ā 10 ā 7 Amortization ā 5,676 ā 536 ā 536 Depreciation ā 3,833 ā 1,328 ā 1,318 ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 13,208 ā 2,875 ā 2,939 ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā (461) ā 439 ā 508 ā ā ā ā ā ā ā ā ā ā Interest expense, net ā (3,780) ā (1,905) ā (1,791) Interest expense -amortization of deferred finance costs ā (1,881) ā (172) ā (172) ā ā ā ā ā ā ā ā ā ā Net loss ā $ (6,122) ā $ (1,638) ā $ (1,455) ā ā ā ā ā ā ā ā ā ā Our equity in net loss from unconsolidated joint ventures ā $ (1,571) ā $ (819) ā $ (728) |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
QUARTERLY FINANCIAL DATA | |
Schedule of Quarterly Financial Information | The following table reflects quarterly condensed consolidated statements of operations for the periods indicated (dollars in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended December 31, 2020 ā ā January 1, ā April 1, ā July 1, ā October 1, ā ā 2020 to ā 2020 to ā 2020 to ā 2020 to ā ā March 31, ā June 30, ā September 30, ā December 31, ā 2020 2020 2020 2020 Revenues ā ā ā ā ā ā ā ā ā ā ā ā Rental revenues ā $ 304 ā $ 274 ā $ 196 ā $ 219 Other income ā ā 23 ā ā 128 ā ā 80 ā ā 32 Total revenues ā ā 327 ā ā 402 ā ā 276 ā ā 251 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā ā ā ā ā ā ā ā Property operating expenses ā ā 1,593 ā ā 1,162 ā ā 2,709 ā ā 2,702 Real estate taxes ā ā 20 ā ā 20 ā ā 19 ā ā 20 General and administrative ā ā 1,334 ā ā 1,431 ā ā 1,188 ā ā 1,002 Pension related costs ā ā 165 ā ā 165 ā ā 165 ā ā (150) Transaction related costs ā ā 15 ā ā 89 ā ā 27 ā ā 2 Depreciation and amortization ā ā 601 ā ā 785 ā ā 690 ā ā 692 ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā ā 3,728 ā ā 3,652 ā ā 4,798 ā ā 4,268 ā ā ā ā ā ā ā ā ā ā ā ā ā Gain on sale of school condominium ā ā ā ā ā 24,196 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā ā (3,401) ā ā 20,946 ā ā (4,522) ā ā (4,017) ā ā ā ā ā ā ā ā ā ā ā ā ā Equity in net loss from unconsolidated joint ventures ā (991) ā ā (135) ā ā (176) ā ā (269) Unrealized gain (loss) on warrants ā ā 1,200 ā ā 188 ā ā (58) ā ā (365) Interest income (expense), net ā 4 ā ā (254) ā ā (545) ā ā (603) Interest expense - amortization of deferred finance costs ā ā ā (108) ā (40) ā (54) ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income before taxes ā (3,188) ā 20,637 ā (5,341) ā (5,308) ā ā ā ā ā ā ā ā ā ā ā ā ā Tax expense ā (65) ā (102) ā (51) ā (88) ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to common stockholders ā $ (3,253) ā $ 20,535 ā $ (5,392) ā $ (5,396) ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share - basic ā $ (0.10) ā $ 0.64 ā $ (0.17) ā $ (0.17) (Loss) income per share - diluted ā $ (0.10) ā $ 0.64 ā $ (0.17) ā $ (0.16) ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average number of common shares - basic ā ā 32,268 ā ā 32,303 ā ā 32,297 ā ā 32,305 Weighted average number of common shares - diluted ā 32,268 ā ā 32,303 ā ā 32,297 ā ā 32,860 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year Ended December 31, 2019 ā ā January 1, ā April 1, ā July 1, ā October 1, ā ā 2019 to ā 2019 to ā 2019 to ā 2019 to ā ā March 31, ā June 30, ā September 30, ā December 31, ā 2019 2019 2019 2019 Revenues ā ā ā ā ā ā ā ā ā ā ā ā Rental revenues ā $ 1,293 ā $ 1,281 ā $ 946 ā $ 542 ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenues ā ā 1,293 ā ā 1,281 ā ā 946 ā ā 542 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating Expenses ā ā ā ā ā ā ā ā ā ā ā ā Property operating expenses ā ā 680 ā ā 816 ā ā 1,191 ā ā 2,641 Real estate taxes ā ā 84 ā ā 90 ā ā 90 ā ā 64 General and administrative ā ā 1,313 ā ā 1,373 ā ā 1,286 ā ā 1,377 Pension related costs ā ā 183 ā ā 183 ā ā 183 ā ā 184 Transaction related costs ā ā 25 ā ā 112 ā ā 29 ā ā 1 Depreciation and amortization ā ā 940 ā ā 837 ā ā 600 ā ā 600 ā ā ā ā ā ā ā ā ā ā ā ā ā Total operating expenses ā 3,225 ā 3,411 ā 3,379 ā 4,867 ā ā ā ā ā ā ā ā ā ā ā ā ā Gain on sale of real estate ā ā ā ā ā ā ā ā ā ā ā 9,521 ā ā ā ā ā ā ā ā ā ā ā ā ā Operating (loss) income ā ā (1,932) ā ā (2,130) ā ā (2,433) ā ā 5,196 ā ā ā ā ā ā ā ā ā ā ā ā ā Equity in net loss from unconsolidated joint venture ā (221) ā (186) ā (218) ā (194) Interest income, net ā ā 21 ā ā 18 ā ā 14 ā ā 14 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income before taxes ā (2,132) ā (2,298) ā (2,637) ā 5,016 ā ā ā ā ā ā ā ā ā ā ā ā ā Tax (expense) income ā (81) ā (110) ā (8) ā 71 ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income attributable to common stockholders ā $ (2,213) ā $ (2,408) ā $ (2,645) ā $ 5,087 ā ā ā ā ā ā ā ā ā ā ā ā ā (Loss) income per share - basic and diluted ā $ (0.07) ā $ (0.08) ā $ (0.08) ā $ 0.16 ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted average number of common shares - basic and diluted ā 31,796 ā 31,918 ā 31,953 ā 31,972 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Jan. 31, 2020 |
Federal [Member] | ||
Operating Loss Carryforwards | $ 232 | |
The Berkley [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
250 North 10th | ||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Depreciation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
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) | 12 Months Ended | ||||
Dec. 31, 2020USD ($)entitysegment$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 22, 2020$ / shares | Jan. 01, 2019USD ($) | |
Unrecognized Tax Benefits | $ 0 | $ 0 | |||
Unconsolidated VIE's | entity | 1 | ||||
Number of reportable segment | segment | 1 | ||||
Provision for impairment | $ 0 | $ 0 | $ 0 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | $ 6.50 | $ 4.50 | ||
Deferred Offering Costs | $ 3,900,000 | $ 5,000,000 | |||
Operating Lease, Liability | $ 1,716,000 | 2,065,000 | |||
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 554,500 | ||||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7,179,000 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Operating Lease, Liability | $ 2,400,000 | ||||
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 | $ 2,600,000 | $ 3,000,000 |
REAL ESTATE, NET - Properties (
REAL ESTATE, NET - Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate Investment Property, at Cost | $ 283,395 | $ 295,803 |
Less: accumulated depreciation | 4,191 | 2,577 |
Real Estate Investment Property, Net, Total | 279,204 | 293,226 |
Building and building improvements | ||
Real Estate Investment Property, at Cost | 41,358 | 41,358 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 189 | 125 |
Furniture and fixtures | ||
Real Estate Investment Property, at Cost | 731 | 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 | $ 213,178 | $ 225,673 |
REAL ESTATE, NET - Estimated an
REAL ESTATE, NET - Estimated annual amortization of intangible assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
REAL ESTATE, NET | |
2021 | $ 740 |
2022 | 740 |
2023 | 740 |
2024 | 740 |
2025 | 740 |
Thereafter | $ 5,472 |
REAL ESTATE, NET - Additional I
REAL ESTATE, NET - Additional Information (Details) - USD ($) | Nov. 23, 2019 | Apr. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2020 | Apr. 05, 2020 | May 24, 2018 |
Depreciation | $ 1,600,000 | $ 1,600,000 | $ 1,200,000 | ||||||
Total Purchase Price Of Property | $ 81,200,000 | ||||||||
Business Acquisition, Transaction Costs | $ 700,000 | ||||||||
Occupancy rate percentage | 20.00% | ||||||||
Finite-Lived Intangible Assets, Net | $ 11,100,000 | ||||||||
Accumulated amortization | 1,900,000 | ||||||||
Amortization of Intangible Assets | $ 448,000 | 740,000 | $ 740,000,000,000 | ||||||
Aggregate fees paid by SCA to the Company | 46,000,000 | ||||||||
Remaining fees to be paid by SCA to the Company | $ 500,000 | ||||||||
Repayments of Debt | $ 10,600,000 | ||||||||
Gross sales price of real estate | $ 19,600,000 | ||||||||
Gain on sale of school condominium | $ 20,000,000 | ||||||||
Gain on sale of school condominium, recognition of deferred construction supervision fee | $ 4,200,000 | ||||||||
Liquidity requirement | $ 10,000,000 | $ 15,000,000 | |||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment, Useful Life | 39 years | ||||||||
Expected period for lease term | 2 years | ||||||||
Minimum [Member] | |||||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||||
Expected period for lease term | 1 year | ||||||||
Tenant improvements | Minimum [Member] | |||||||||
Property, Plant and Equipment, Useful Life | 1 year | ||||||||
SCA [Member] | |||||||||
Contract Receivable | $ 41,500,000 | ||||||||
Construction Supervision Fee receivable | 5,000,000 | ||||||||
Construction Costs Reimbursed | $ 48,200,000 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
PREPAID EXPENSES AND OTHER ASSETS, NET | ||
Trademarks and customer lists | $ 2,090 | |
Prepaid expenses | $ 454 | 797 |
Lease commissions | 1,565 | |
Deferred finance costs | 1,795 | 6,798 |
Other | 954 | 2,641 |
Prepaid Expense And Other Assets Gross | 3,203 | 13,891 |
Less: accumulated amortization | 500 | 4,794 |
Prepaid Expense and Other Assets | $ 2,703 | $ 9,097 |
INCOME TAXES - Provision for ta
INCOME TAXES - Provision for taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | 306 | 128 | 290 | ||||||||
Current Income Tax Expense (Benefit), Total | 306 | 128 | 290 | ||||||||
Deferred: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Deferred Income Tax Expense Total | 0 | 0 | 0 | ||||||||
Tax expense | $ 88 | $ 51 | $ 102 | $ 65 | $ (71) | $ 8 | $ 110 | $ 81 | $ 306 | $ 128 | $ 290 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of income taxes (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||
Statuary federal income tax rate | 21.00% | 21.00% | 21.00% |
State taxes | 6.30% | 49.70% | 17.10% |
Permanent non-deductible expenses | 5.00% | (5.60%) | (1.70%) |
Change of valuation allowance | (27.80%) | (71.30%) | (40.20%) |
Effective income tax rate | 4.50% | (6.20%) | (3.80%) |
INCOME TAXES - Composition of o
INCOME TAXES - Composition of our deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||
Pension costs | $ 0 | $ 165 |
Charitable contributions | 15 | 21 |
Net operating loss carry forwards | 58,635 | 61,124 |
Depreciation (including air rights) | 4,677 | 5,035 |
Lease liability | 571 | 650 |
Other | 160 | 93 |
Investment in joint venture | 678 | 382 |
Accrued expenses | 132 | 80 |
Total deferred tax assets | 64,868 | 67,550 |
Valuation Allowance | 60,930 | 63,709 |
Deferred tax asset after valuation allowance | 3,938 | 3,841 |
Deferred tax liabilities: | ||
Intangibles | (3,273) | (3,242) |
Pension costs | (114) | 0 |
Right-of-use asset | (551) | (599) |
Total deferred tax liabilities | (3,938) | (3,841) |
Net deferred tax assets | 0 | 0 |
Current deferred tax assets | 0 | 0 |
Long-term deferred tax assets | 0 | 0 |
Total deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | |||
Tax Credit Carryforward, Limitations on Use | Pursuant to the tax legislation known as the Tax Cuts and Jobs Act (the "TCJA") of 2017, corporate alternative minimum tax (āAMTā) credit carryforwards are eligible for a 50% refund in taxĀ years 2018 through 2020 | |||||
Tax Credit Carryforward, Valuation Allowance | $ 3,100 | |||||
Refund received | $ 1,500 | $ 1,600 | ||||
Federal NOLs utilized to date | $ 23,900 | |||||
Valuation Allowance | $ 60,930 | $ 63,709 | ||||
Tax Year 2018 to 2020 [Member] | ||||||
AMT credit carryforwards, percentage eligible for refund pursuant to U.S. Tax Cuts and Jobs Act | 50.00% | |||||
Tax Year 2021 [Member] | ||||||
AMT credit carryforwards, percentage eligible for refund pursuant to U.S. Tax Cuts and Jobs Act | 100.00% | |||||
Loans and Finance Receivables [Member] | ||||||
Deferred Income Tax Assets, Net | $ 3,100 | |||||
State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards | $ 120,000 | |||||
Federal [Member] | ||||||
Operating Loss Carryforwards | 232,000 | |||||
New York State [Member] | ||||||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | 23,600 | |||||
New York City [Member] | ||||||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 18,000 |
RENTAL REVENUE - Future minimum
RENTAL REVENUE - Future minimum rentals (Details) $ in Thousands | Dec. 31, 2020USD ($) |
RENTAL REVENUE | |
2021 | $ 925 |
2022 | 378 |
2023 | 223 |
2024 | 226 |
2025 | 228 |
Thereafter | 1,253 |
Operating Leases, Future Minimum Payments Receivable | $ 3,233 |
RENTAL REVENUE - Additional inf
RENTAL REVENUE - Additional information (Details) | 12 Months Ended |
Dec. 31, 2020tenant | |
Number Of Tenants | 2 |
Paramus New Jersey Property [Member] | |
Leased Asset Percent | 100.00% |
Maximum [Member] | |
Expected period for lease term | 2 years |
Minimum [Member] | |
Expected period for lease term | 1 year |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
FAIR VALUE MEASUREMENTS | |||
Defined Benefit Plan, Plan Assets, Amount | $ 14,568 | $ 13,009 | $ 10,852 |
PENSION PLANS - Financial infor
PENSION PLANS - Financial information relating to pension plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CHANGE IN BENEFIT OBLIGATION: | |||
Net benefit obligation - beginning of period | $ 13,933 | $ 13,668 | |
Interest cost | 658 | 644 | $ 666 |
Actuarial loss | 408 | 410 | |
Gross benefits paid | (775) | (789) | |
Net benefit obligation - end of period | 14,224 | 13,933 | 13,668 |
CHANGE IN PLAN ASSETS: | |||
Fair value of plan assets - beginning of period | 13,009 | 10,852 | |
Employer contributions | 400 | 400 | |
Gross benefits paid | (775) | (789) | |
Return on plan assets | 1,934 | 2,546 | |
Fair value of plan assets - end of period | 14,568 | 13,009 | $ 10,852 |
Over (under) funded status at end of period | $ 344 | $ (924) |
PENSION PLANS - Pension expense
PENSION PLANS - Pension expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
COMPONENTS OF NET PERIODIC COST: | |||
Interest cost | $ 658 | $ 644 | $ 666 |
(Gain) loss on assets | (758) | (628) | 750 |
Amortization of loss (gain) | 247 | 484 | (990) |
Net periodic cost | $ 147 | $ 500 | $ 426 |
WEIGHTED-AVERAGE ASSUMPTION USED: | |||
Discount rate | 5.00% | 5.00% | 5.00% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
PENSION PLANS - Benefits expect
PENSION PLANS - Benefits expected paid in the next five fiscal years (Details) $ in Thousands | Dec. 31, 2020USD ($) |
PENSION PLANS | |
2021 | $ 896 |
2022 | 917 |
2023 | 931 |
2024 | 944 |
2025 | 991 |
2026-2031 | $ 3,937 |
PENSION PLANS - Fair values and
PENSION PLANS - Fair values and asset allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | $ 14,568 | $ 13,009 | $ 10,852 |
Level 1 | |||
Fair Value | $ 14,568 | $ 13,009 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 100.00% | 100.00% | |
Cash and Cash Equivalents [Member] | Level 1 | |||
Fair Value | $ 877 | $ 835 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 6.00% | 6.00% | |
Cash and Cash Equivalents [Member] | Level 1 | Maximum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 10.00% | ||
Cash and Cash Equivalents [Member] | Level 1 | Minimum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 0.00% | ||
Equity Securities [Member] | Level 1 | |||
Fair Value | $ 9,755 | $ 8,019 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 67.00% | 62.00% | |
Equity Securities [Member] | Level 1 | Maximum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 57.00% | ||
Equity Securities [Member] | Level 1 | Minimum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 40.00% | ||
Fixed income securities [Member] | Level 1 | |||
Fair Value | $ 3,936 | $ 4,155 | |
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 27.00% | 32.00% | |
Fixed income securities [Member] | Level 1 | Maximum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 50.00% | ||
Fixed income securities [Member] | Level 1 | Minimum [Member] | |||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 35.00% |
PENSION PLANS (Details)
PENSION PLANS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 17, 2012 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 924,000 | |||
Multiemployer Plans, Withdrawal Obligation | $ 203,000 | |||
Multiemployer Plans, Minimum Contribution | $ 6,900,000 | |||
Expected Long Term Rate Of Return | 6.00% | 6.00% | 6.00% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 71,000 | $ 67,000 | $ 65,000 | |
Prepaid Expenses and Other Current Assets [Member] | ||||
Overfunded pension balance | 343,000 | |||
Syms Sponsored Plan [Member] | ||||
Syms Plan Minimum Contribution | $ 5,300,000 | |||
Payment for Pension Benefits | 400,000 | 400,000 | $ 470,000 | |
Multiemployer Plans, Pension [Member] | ||||
Multiemployer Plans, Accumulated Benefit Obligation | 0 | 109,000 | ||
Multiemployer Plan, Contributions by Employer | $ 109,000 | $ 813,000 |
COMMITMENTS - Additional inform
COMMITMENTS - Additional information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 01, 2020 | |
Operating Leases, Future Minimum Payments Due | $ 2,081,000 | ||||
Threatened Litigation [Member] | |||||
Estimated possible loss | $ 2,600,000 | ||||
Fifth Avenue New York [Member] | |||||
Operating Leases, Rent Expense | 439,000 | $ 439,000 | $ 348,000 | ||
17 State New York | |||||
Operating Leases, Rent Expense | $ 366,000 | $ 303,000 | $ 108,000 |
COMMITMENTS - Remaining lease o
COMMITMENTS - Remaining lease obligation (Details) $ in Thousands | Dec. 31, 2020USD ($) |
COMMITMENTS | |
2021 | $ 555 |
2022 | 470 |
2023 | 470 |
2024 | 470 |
2025 | 116 |
Total undiscounted lease payments | 2,081 |
Discount | (365) |
Lease liability | $ 1,716 |
LOANS PAYABLE AND SECURED LIN_3
LOANS PAYABLE AND SECURED LINE OF CREDIT - Additional Information (Details) | Apr. 05, 2020USD ($) | Jan. 15, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)item$ / shares | Jun. 30, 2020USD ($) | May 31, 2018USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 30, 2020USD ($) | Dec. 31, 2019USD ($)item$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)ftĀ² | Dec. 22, 2020$ / shares | Nov. 30, 2020$ / shares | Apr. 06, 2020USD ($) | Jan. 31, 2020 |
Loans Payable | $ 197,330,000 | $ 197,330,000 | $ 169,735,000 | |||||||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100.00% | 100.00% | ||||||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 4.50 | $ 4.50 | $ 6.50 | $ 4.50 | ||||||||||
Liquidity Requirement | $ 15,000,000 | $ 10,000,000 | ||||||||||||
Repayment of loans and secured line of credit | $ 2,500,000 | $ 2,000,000 | $ 0 | |||||||||||
Secured Debt | $ 7,747,000 | 7,747,000 | 5,236,000 | |||||||||||
Equity Method Investments | $ 5,700,000 | $ 5,700,000 | ||||||||||||
250 North 10th | ||||||||||||||
Equity Method Investment, Ownership Percentage | 10.00% | 10.00% | 10.00% | |||||||||||
Sterling National Bank [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,750,000 | $ 12,750,000 | ||||||||||||
Debt Instrument, Interest Rate Terms | 200 basis points over the 30-day LIBOR, now bears interest at the prime rate, currently 3.25%. Ā The secured line of credit | |||||||||||||
Landmarked Robert And Anne Dickey House [Member] | ||||||||||||||
Area of Real Estate Property | ftĀ² | 7,500 | |||||||||||||
Mezzanine Loan | RCG LV Debt VI REIT LLC [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 15,400,000 | |||||||||||||
Letter of Credit [Member] | ||||||||||||||
Loans Payable | $ 7,750,000 | $ 7,750,000 | $ 5,250,000 | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.14% | 2.14% | 3.76% | |||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||||||||||||
Loans Payabe 2018, 237 11th Loans | ||||||||||||||
Loans Payable | $ 53,200,000 | |||||||||||||
Debt Instrument, Interest Rate Terms | bearing interest at a blended average rate of 3.72% over the 30-day LIBOR, each with a oneĀ year extension option upon satisfaction of certain conditions | |||||||||||||
Delayed draw facility | $ 4,250,000 | |||||||||||||
Remediation reserves | 3,600,000 | |||||||||||||
Funds drawn on the delayed draw facility | $ 723,000 | $ 723,000 | ||||||||||||
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% | |||||||||||||
Debt, Weighted Average Interest Rate | 0.50% | |||||||||||||
Loans Payabe 2018, 237 11th Loans | Minimum [Member] | ||||||||||||||
Interest rate basis (as a percent) | 50.00% | |||||||||||||
Loans Payabe 2018, 237 11th Loans | Maximum [Member] | ||||||||||||||
Interest rate basis (as a percent) | 2.75% | |||||||||||||
237 11th Loan | ||||||||||||||
Debt Instrument, Face Amount | $ 52,400,000 | |||||||||||||
Mezzanine Loan | ||||||||||||||
Term of the debt | 3 years | |||||||||||||
Debt Instrument Blended Effective Interest Rate | 9.44% | |||||||||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100.00% | 100.00% | ||||||||||||
Debt Instrument, Face Amount | $ 7,500,000 | $ 7,500,000 | ||||||||||||
Debt Instrument, Number of Extensions | item | 2 | |||||||||||||
Debt Instrument , Extension Term | 1 year | |||||||||||||
Partner Loan | ||||||||||||||
Term of the debt | 4 years | |||||||||||||
Loans Payable | $ 5,900,000 | 5,900,000 | $ 670,000 | |||||||||||
Debt Instrument, Face Amount | $ 5,900,000 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||||||
Threshold Maximum Common Stock Price Per Share, To Trigger Prepayment Of Debt Instrument | $ / shares | $ 6.50 | |||||||||||||
250 North 10th Loan | ||||||||||||||
Term of the debt | 15 years | |||||||||||||
Debt Instrument, Face Amount | $ 82,750,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.39% | |||||||||||||
Corporate Credit Facility | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 62,500,000 | 62,500,000 | 70,000,000 | |||||||||||
Increase in maximum borrowing capacity | 25,000,000 | 25,000,000 | $ 25,000,000 | |||||||||||
Accrued interest | 1,500,000 | 1,500,000 | ||||||||||||
Term of the debt | 32 months | |||||||||||||
Loans Payable | 35,750,000 | $ 35,750,000 | ||||||||||||
Debt Instrument, Interest Rate Terms | a rate per annum equal to the sum of (i) 5.25% and (ii) a scheduled interest rate of 4% (the āCash Pay Interest Rateā) which increases by 0.125% every six-month period from the Closing Date, subject to increase during the extension periods. | |||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.125% | |||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | 9.5% | |||||||||||||
Commitment fee | 1,850,000 | $ 1,850,000 | $ 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 | $ 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 | |||||||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 4.50 | $ 4.50 | $ 6.50 | |||||||||||
Corporate Credit Facility | Greenwich Ny 77 [Member] | ||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 70.00% | |||||||||||||
Corporate Credit Facility | Minimum [Member] | ||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 90.00% | |||||||||||||
Corporate Credit Facility | Maximum [Member] | ||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 100.00% | |||||||||||||
Corporate Credit Facility | PIK Interest Rate | ||||||||||||||
Interest rate basis (as a percent) | 5.25% | |||||||||||||
Corporate Credit Facility | Cash Pay Interest Rate | ||||||||||||||
Interest rate basis (as a percent) | 4.00% | |||||||||||||
Greenwich Construction Loan | ||||||||||||||
Term of the debt | 4 years | |||||||||||||
Loans Payable | $ 139,000,000 | $ 139,000,000 | $ 104,900,000 | |||||||||||
Debt Instrument, Face Amount | $ 189,500,000 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.25% | 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 | ||||||||||||
Repayment of loans and secured line of credit | $ 8,000,000 | |||||||||||||
Maximum Unrestricted Cash on Liquidity Percent | 50.00% | |||||||||||||
Debt Instrument, Unamortized Premium | $ 393,000 | |||||||||||||
Derivative, Notional Amount | $ 189,500,000 | |||||||||||||
Greenwich Construction Loan | Interest Rate Cap [Member] | Not Designated as Hedging Instrument [Member] | ||||||||||||||
Derivative Asset, Fair Value, Gross Asset | $ 0 | |||||||||||||
Greenwich Construction Loan | Construction Facility is Repaid in Full Prior To June 30, 2021 [Member] | ||||||||||||||
Percentage of minimum multiple fee | 60.00% | |||||||||||||
Greenwich Construction Loan | Construction Facility is Repaid in Between July1, 2021 And September 30, 2021 [Member] | ||||||||||||||
Percentage of minimum multiple fee | 40.00% |
LOANS PAYABLE AND SECURED LIN_4
LOANS PAYABLE AND SECURED LINE OF CREDIT - Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Principal maturities of loans, secured line of credit and note payable | |
2021 | $ 61,153 |
2022 | 139,025 |
2023 | 5,863 |
2024 | 43,250 |
Total | 249,291 |
Less: deferred finance costs, net | (6,493) |
Total loans, secured line of credit, and note payable, net | $ 242,798 |
LOANS PAYABLE AND SECURED LIN_5
LOANS PAYABLE AND SECURED LINE OF CREDIT - Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
LOANS PAYABLE AND SECURED LINE OF CREDIT | |||
Interest expense | $ 17,174 | $ 13,513 | $ 6,848 |
Interest capitalized | (15,719) | (13,513) | (6,848) |
Interest income | (57) | (67) | (212) |
Interest expense (income), net | $ 1,398 | $ (67) | $ (212) |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 13 Months Ended | |||||||
Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 22, 2020$ / shares | Dec. 31, 2016USD ($) | |
Capital Stock Shares authorized. | 120,000,000 | 120,000,000 | 120,000,000 | ||||||||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | 79,999,997 | 79,999,997 | 79,999,997 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Special Stock, Shares Authorized | 1 | 1 | 1 | 1 | 1 | ||||||
Special Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Excess Stock, Shares Authorized | 1 | 1 | 1 | 1 | 1 | ||||||
Common Stock, Shares, Issued | 37,612,465 | 38,345,540 | 38,345,540 | 37,612,465 | 38,345,540 | ||||||
Common Stock, Shares, Outstanding | 31,881,961 | 32,172,107 | 32,172,107 | 31,881,961 | 32,172,107 | ||||||
Warrant liability | $ | $ 1,795,000 | $ 830,000 | $ 830,000 | $ 1,795,000 | $ 830,000 | ||||||
Warrants, term | 10 years | 10 years | |||||||||
Warrants to purchase common stock issued (in shares) | 7,179,000 | 7,179,000 | |||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 6.50 | $ 4.50 | $ 4.50 | $ 6.50 | $ 4.50 | $ 4.50 | |||||
Threshold minimum beneficial ownership (as a percent) | 5.00% | 5.00% | |||||||||
Threshold maximum percentage of issued and outstanding common stock, after exercise of warrants (as a percent) | 19.90% | 19.90% | |||||||||
Unrealized gain on warrants | $ | $ (365,000) | $ (58,000) | $ 188,000 | $ 1,200,000 | $ 965,000 | $ 0 | $ 0 | ||||
Number of board members who can be appointed by the warrant holder | item | 1 | 1 | |||||||||
Preemptive rights period | 5 years | ||||||||||
Share repurchase program, authorized amount | $ | $ 5,000,000 | $ 5,000,000 | |||||||||
Share repurchase program, number of shares repurchased (in shares) | 200,803 | 49,394 | 250,197 | ||||||||
Share repurchase program, average price paid per share (in dollars per share) | $ / shares | $ 1.67 | $ 3.01 | $ 1.93 | ||||||||
Share repurchase program, approximate dollar value of shares available for purchase | $ | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ | 600,000 | ||||||||||
Common Stock | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 2,000 | ||||||||||
Series A And B Preferred Stock [Member] | |||||||||||
Excess Stock, Shares Authorized | 1 | 1 | 1 | ||||||||
At-The-Market Equity Offering Program [Member] | |||||||||||
Stock Issuance Program, Maximum Amount Authorized | $ | $ 12,000,000 | ||||||||||
At-The-Market Equity Offering Program [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | |||||||||
Preferred Stock | |||||||||||
Preferred Stock, Shares Authorized | 2 | 2 | 2 | 2 | 2 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Blank Check Preferred Stock | |||||||||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Special Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Incentive Plan (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Balance available, beginning of period | 1,017,535 | 340,760 |
Additional shares approved by stockholders | 0 | 1,000,000 |
Deferred under non-employee director's deferral program | (114,005) | (43,175) |
Balance available, end of period | 548,370 | 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 | 1.76 | 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 | (59,660) | (13,050) |
Weighted Average Fair Value at Grant Date, Granted | $ 1.65 | $ 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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
STOCK-BASED COMPENSATION | |||
Number of Shares, Non-vested at beginning of period | 453,334 | 381,167 | 677,734 |
Number of Shares, Granted RSUs | 295,500 | 267,000 | 176,000 |
Number of Shares, Vested | (279,834) | (194,833) | (472,567) |
Number of Shares, Non-vested at end of period | 469,000 | 453,334 | 381,167 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 5 | $ 6.39 | $ 6.44 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 3.01 | 4.15 | 6.49 |
Weighted Average Fair Value at Grant Date, Vested | 5.46 | 5.98 | 6.20 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 3.43 | $ 5 | $ 6.39 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | Sep. 09, 2015 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment | ||||||
Allocated Share-based Compensation Expense | $ 362,000 | $ 480,000 | $ 665,000 | |||
Stock Repurchased During Period, Shares | 200,803 | 49,394 | 250,197 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 295,500 | 267,000 | 176,000 | |||
Deferred Compensation Arrangement with Individual Shares Outstanding | 177,159 | 63,154 | 177,159 | |||
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 | $ 583,000 | |||||
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 | |||||
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 | $ 425,000 | $ 425,000 | ||||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | $ 708,000 | $ 859,000 | $ 1,200,000 | |||
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 | $ 203,000 | |||||
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 - Additional information (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2020USD ($) | Jan. 15, 2020USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2020USD ($)entity | Jan. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||
Unconsolidated VIE's | entity | 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 | 2.16% | |||||
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 | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt Instrument, Face Amount | $ 5,900 | |||||
Debt Instrument, Term | 4 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | |||||
Threshold Maximum Common Stock Price Per Share, To Trigger Prepayment Of Debt Instrument | $ / shares | $ 6.50 | |||||
250 North 10th Loan | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt Instrument, Face Amount | $ 82,750 | |||||
Debt Instrument, Term | 15 years | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.39% | |||||
The Berkley [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt Instrument Prepayment Premium | $ 6,000 | |||||
Equity Method Investment, Ownership Percentage | 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% | 10.00% |
INVESTMENTS IN UNCONSOLIDATED_4
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - Balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Real estate, net | $ 167,749 | $ 50,508 |
Cash and cash equivalents | 1,344 | 344 |
Restricted cash | 766 | 435 |
Tenant and other receivables, net | 254 | 42 |
Prepaid expenses and other assets, net | 204 | 66 |
Intangible assets, net | 24,006 | 11,757 |
Total assets | 194,323 | 63,152 |
LIABILITIES | ||
Mortgages payable, net | 114,218 | 41,207 |
Accounts payable and accrued expenses | 1,705 | 598 |
Total liabilities | 115,923 | 41,805 |
MEMBERS' EQUITY | ||
Members' equity | 92,070 | 27,169 |
Accumulated deficit | (11,943) | (5,822) |
Accumulated other comprehensive loss | (1,727) | |
Total members' equity | 78,400 | 21,347 |
Total liabilities and members' equity | 194,323 | 63,152 |
Our investments in unconsolidated joint ventures | $ 19,379 | $ 10,673 |
INVESTMENTS IN UNCONSOLIDATED_5
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | |||||||||||
Rental revenues | $ 12,747 | $ 3,314 | $ 3,447 | ||||||||
Total revenues | 12,747 | 3,314 | 3,447 | ||||||||
Operating Expenses | |||||||||||
Property operating expenses | 3,595 | 956 | 1,033 | ||||||||
Real estate taxes | 94 | 45 | 45 | ||||||||
General and administrative | 10 | 10 | 7 | ||||||||
Amortization | 5,676 | 536 | 536 | ||||||||
Depreciation | 3,833 | 1,328 | 1,318 | ||||||||
Total operating expenses | 13,208 | 2,875 | 2,939 | ||||||||
Operating (loss) income | (461) | 439 | 508 | ||||||||
Interest expense, net | (3,780) | (1,905) | (1,791) | ||||||||
Interest expense - amortization of deferred finance costs | (1,881) | (172) | (172) | ||||||||
Net loss | (6,122) | (1,638) | (1,455) | ||||||||
Equity in net loss from unconsolidated joint ventures | $ (269) | $ (176) | $ (135) | $ (991) | $ (194) | $ (218) | $ (186) | $ (221) | $ (1,571) | $ (819) | $ (728) |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Details) - USD ($) | Nov. 23, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues | ||||||||||||
Rental revenues | $ 219,000 | $ 196,000 | $ 274,000 | $ 304,000 | $ 542,000 | $ 946,000 | $ 1,281,000 | $ 1,293,000 | $ 993,000 | $ 4,062,000 | $ 3,715,000 | |
Other Income | 32,000 | 80,000 | 128,000 | 23,000 | 263,000 | 0 | 0 | |||||
Total revenues | 251,000 | 276,000 | 402,000 | 327,000 | 542,000 | 946,000 | 1,281,000 | 1,293,000 | 1,256,000 | 4,062,000 | 3,715,000 | |
Operating Expenses | ||||||||||||
Property operating expenses | 2,702,000 | 2,709,000 | 1,162,000 | 1,593,000 | 2,641,000 | 1,191,000 | 816,000 | 680,000 | 8,166,000 | 5,328,000 | 1,904,000 | |
Real estate taxes | 20,000 | 19,000 | 20,000 | 20,000 | 64,000 | 90,000 | 90,000 | 84,000 | 79,000 | 328,000 | 321,000 | |
General and administrative | 1,002,000 | 1,188,000 | 1,431,000 | 1,334,000 | 1,377,000 | 1,286,000 | 1,373,000 | 1,313,000 | 4,955,000 | 5,349,000 | 5,492,000 | |
Pension related costs | (150,000) | 165,000 | 165,000 | 165,000 | 184,000 | 183,000 | 183,000 | 183,000 | 345,000 | 733,000 | 236,000 | |
Transaction related costs | 2,000 | 27,000 | 89,000 | 15,000 | 1,000 | 29,000 | 112,000 | 25,000 | 133,000 | 167,000 | 382,000 | |
Depreciation and amortization | 692,000 | 690,000 | 785,000 | 601,000 | 600,000 | 600,000 | 837,000 | 940,000 | 2,768,000 | 2,977,000 | 2,463,000 | |
Total operating expenses | 4,268,000 | 4,798,000 | 3,652,000 | 3,728,000 | 4,867,000 | 3,379,000 | 3,411,000 | 3,225,000 | 16,446,000 | 14,882,000 | 10,798,000 | |
Gain on sale of school condominium | 24,196,000 | 24,196,000 | 0 | 0 | ||||||||
Gain on sale of real estate | $ 9,500,000 | 9,521,000 | 0 | 0 | 0 | 0 | 9,521,000 | 0 | ||||
Operating income (loss) | (4,017,000) | (4,522,000) | 20,946,000 | (3,401,000) | 5,196,000 | (2,433,000) | (2,130,000) | (1,932,000) | 9,006,000 | (1,299,000) | (7,083,000) | |
Equity in net loss from unconsolidated joint venture | (269,000) | (176,000) | (135,000) | (991,000) | (194,000) | (218,000) | (186,000) | (221,000) | (1,571,000) | (819,000) | (728,000) | |
Unrealized gain on warrants | (365,000) | (58,000) | 188,000 | 1,200,000 | 965,000 | 0 | 0 | |||||
Interest income (expense), net | 603,000 | 545,000 | 254,000 | (4,000) | 14,000 | 14,000 | 18,000 | 21,000 | ||||
Interest expense -amortization of deferred finance costs | (54,000) | (40,000) | (108,000) | (202,000) | 0 | 0 | ||||||
Income (loss) before taxes | (5,308,000) | (5,341,000) | 20,637,000 | (3,188,000) | 5,016,000 | (2,637,000) | (2,298,000) | (2,132,000) | 6,800,000 | (2,051,000) | (7,599,000) | |
Tax (expense) benefit | (88,000) | (51,000) | (102,000) | (65,000) | 71,000 | (8,000) | (110,000) | (81,000) | (306,000) | (128,000) | (290,000) | |
Net income (loss) attributable to common stockholders | $ (5,396,000) | $ (5,392,000) | $ 20,535,000 | $ (3,253,000) | $ 5,087,000 | $ (2,645,000) | $ (2,408,000) | $ (2,213,000) | $ 6,494,000 | $ (2,179,000) | $ (7,889,000) | |
(Loss) income per share - basic and diluted | $ 0.16 | $ (0.08) | $ (0.08) | $ (0.07) | ||||||||
Income (loss) per share - basic | $ (0.17) | $ (0.17) | $ 0.64 | $ (0.10) | $ 0.20 | $ (0.07) | $ (0.25) | |||||
Income (loss) per share - diluted | $ (0.16) | $ (0.17) | $ 0.64 | $ (0.10) | $ 0.20 | $ (0.07) | $ (0.25) | |||||
Weighted average number of common shares - basic and diluted | 31,972 | 31,953 | 31,918 | 31,796 | ||||||||
Weighted average number of common shares - basic | 32,305 | 32,297 | 32,303 | 32,268 | 32,305 | 31,915 | 31,607 | |||||
Weighted average number of common shares - diluted | 32,860 | 32,297 | 32,303 | 32,268 | 32,860 | 31,915 | 31,607 |
Schedule III - Consolidated R_2
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | $ 197,088 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 27,939 | ||
Real Estate Under Development | 18,181 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | 42,177 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 194,997 | ||
Real Estate And Accumulated Depreciation Buildings And Improvements | 87 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 27,939 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 213,178 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | 42,278 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 283,395 | $ 295,803 | $ 216,672 |
SEC Schedule III, Real Estate Accumulated Depreciation | 4,191 | $ 2,577 | $ 3,608 |
Deferred Offering Costs, Net | 2,600 | ||
Greenwich Ny 77 [Member] | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | 144,219 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 0 | ||
Real Estate Under Development | 16,633 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 189,000 | ||
Real Estate And Accumulated Depreciation Buildings And Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 205,633 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 205,633 | ||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 0 | ||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 1990 | ||
Paramus Nj [Member] | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | $ 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 0 | ||
Real Estate Under Development | 1,548 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 5,997 | ||
Real Estate And Accumulated Depreciation Buildings And Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 7,545 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 7,545 | ||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 0 | ||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 1980 | ||
Brooklyn New York [Member] | |||
SEC Schedule III, Real Estate and Accumulated Depreciation, Amount of Encumbrances | $ 52,869 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Land | 27,939 | ||
Real Estate Under Development | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Initial Cost of Buildings and Improvements | 42,177 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Costs Capitalized Subsequent to Acquisition, Carrying Costs | 0 | ||
Real Estate And Accumulated Depreciation Buildings And Improvements | 87 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Land | 27,939 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount Of Real Estate Under Development | 0 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Amount of Buildings and Improvements | 42,278 | ||
SEC Schedule III, Real Estate and Accumulated Depreciation, Carried Total | 70,217 | ||
SEC Schedule III, Real Estate Accumulated Depreciation | $ 4,191 | ||
SEC Schedule III, Real Estate And Accumulated Depreciation Date of Acquisition 1 | 2018 | ||
Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 39 years | ||
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 10 years |
Schedule III - Consolidated R_3
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule III - Consolidated Real Estate and Accumulated Depreciation | ||
Balance at beginning of period | $ 295,803 | $ 216,672 |
Additions | 51,715 | 89,885 |
Sold real estate | (64,123) | (10,754) |
Balance at end of period | $ 283,395 | $ 295,803 |
Schedule III - Consolidated R_4
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule III - Consolidated Real Estate and Accumulated Depreciation | ||
Balance at beginning of period | $ 2,577 | $ 3,608 |
Depreciation related to real estate | 1,614 | 1,735 |
Write-off of depreciation related to sold real estate | (2,766) | |
Balance at end of period | $ 4,191 | $ 2,577 |
Schedule III - Consolidated R_5
Schedule III - Consolidated Real Estate and Accumulated Depreciation (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross | $ 283,395 | $ 295,803 | $ 216,672 |
Building and building improvements | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Gross | $ 283,400 | $ 295,800 |