Restatement and Revision of Previously Issued Consolidated Financial Statements | Note 3 – Restatement and Revision of Previously Issued Consolidated Financial Statements The Company identified errors in its previously issued annual and interim financial statements that required restatements, as well as errors that were determined individually, and in the aggregate, quantitatively and qualitatively immaterial that required revisions. As such the Company has restated and revised its (i) consolidated financial statements as of and for the year ended December 31, 2021, 2020 and 2019 as filed in the amendment to our Annual Report on Form 10-K for the year ended December 31, 2021 filed on the date hereof; and (ii) consolidated interim financial statements for the three months ended March 31, 2022 and 2021, collectively referred to as the “Restatement” or “Revision”, as illustrated in this note to the consolidated financial statements. During the three month period ended June 30, 2022, the Company identified areas of restatement errors. Adjustments depicted in the tables below relate to the following: (a) an error in the accounting treatment regarding the overcapitalization of internally allocated construction related costs related to the development project at 77 Greenwich Street; (b) a disclosure error in the classification on the balance sheets of our 77 Greenwich property which was classified as real estate under development in real estate and is now classified as residential condominium units for sale; and (c) a disclosure error in the classification on the statements of cash flows of our 77 Greenwich property relating to additions and sales of condominiums where they were reported in the statement of cash flows under cash flows from investing activities when they should have been reported in cash flows from operations. During the three month period ended March 31, 2022, the Company identified one revision error. Adjustments depicted in the tables below relate to the following: (d) an error in the accounting treatment of a property that, upon emergence from bankruptcy, was classified as real estate under development, but was not subsequently reported as an operating property when circumstances at the property changed. During the year ended December 31, 2021, the Company identified one revision error. Adjustments depicted in the tables below relate to the following: (e) an error in the accounting treatment regarding certain advertising and marketing costs which were capitalized to construction costs at the development project at 77 Greenwich Street and should have been expensed as incurred. CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share amounts) As of March 31, 2022 As Previously Restatement Reported Impact As Restated ASSETS Real estate, net $ 294,108 $ (227,403) $ 66,705 Residential condominium units for sale — 214,591 214,591 Cash and cash equivalents 1,381 — 1,381 Restricted cash 14,232 — 14,232 Prepaid expenses and other assets, net 5,007 — 5,007 Investments in unconsolidated joint ventures 18,517 — 18,517 Receivables 60 — 60 Deferred rents receivable 118 — 118 Right-of-use asset 1,224 — 1,224 Intangible assets, net 8,247 — 8,247 Total assets $ 342,894 $ (12,812) $ 330,082 LIABILITIES Loans payable, net $ 210,768 $ — $ 210,768 Corporate credit facility, net 33,090 — 33,090 Secured line of credit, net 12,750 — 12,750 Note payable 5,863 — 5,863 Accounts payable and accrued expenses 19,876 — 19,876 Lease liability 1,347 — 1,347 Warrant liability 1,515 — 1,515 Total liabilities 285,209 — 285,209 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding — — — Preferred stock, $0.01 par value; 2 shares authorized, no shares issued — — — Special stock, $0.01 par value; 1 share authorized, issued outstanding — — — Common stock, $0.01 par value; 79,999,997 shares authorized; 43,387,563 shares issued at March 31, 2022; shares outstanding at March 31, 2022 434 — 434 Additional paid-in capital 144,451 — 144,451 Treasury stock (6,551,447 shares at March 31, 2022) (57,461) — (57,461) Accumulated other comprehensive loss (1,224) — (1,224) Accumulated deficit (28,515) (12,812) (41,327) Total stockholders' equity 57,685 (12,812) 44,873 Total liabilities and stockholders' equity $ 342,894 $ (12,812) $ 330,082 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share amounts) For the Three Months Ended March 31, 2022 As Previously Restatement Reported Impact As Restated Revenues Rental revenues $ 1,260 $ — $ 1,260 Other income 16 — 16 Sale of residential condominium units 6,278 (209) 6,069 Total revenues 7,554 (209) 7,345 Operating Expenses Property operating expenses 548 256 804 Real estate taxes 74 316 390 General and administrative 1,139 363 1,502 Pension related costs 158 — 158 Cost of sale - residential condominium units 6,273 (552) 5,721 Depreciation and amortization 1,003 — 1,003 Total operating expenses 9,195 383 9,578 Operating loss (1,641) (592) (2,233) Equity in net income from unconsolidated joint ventures 746 — 746 Unrealized loss on warrants (369) — (369) Interest expense, net (802) (1,967) (2,769) Interest expense - amortization of deferred finance costs (402) (34) (436) Loss before taxes (2,468) (2,593) (5,061) Tax expense (70) — (70) Net loss attributable to common stockholders $ (2,538) $ (2,593) $ (5,131) Other comprehensive loss: Unrealized gain on pension liability 119 — 119 Comprehensive loss attributable to common stockholders $ (2,419) $ (2,593) $ (5,012) Loss per share - basic and diluted $ (0.07) $ (0.07) $ (0.14) Weighted average number of common shares - basic and diluted 37,104 37,104 37,104 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) FOR THE THREE MONTHS ENDED MARCH 31, 2022 Accumulated Additional Other Common Stock Paid-In Treasury Stock Accumulated Comprehensive Shares Amount Capital Shares Amount Deficit Loss Total As Previously Reported Balance as of December 31, 2021 43,024 $ 430 $ 144,282 (6,398) $ (57,166) $ (25,977) $ (1,343) $ 60,226 Net loss attributable to common stockholders — — — — — (2,538) — (2,538) Settlement of stock awards 364 4 — (153) (295) — — (291) Unrealized gain on pension liability — — — — — — 119 119 Stock-based compensation expense — — 169 — — — — 169 Balance as of March 31, 2022 43,388 $ 434 $ 144,451 (6,551) $ (57,461) $ (28,515) $ (1,224) $ 57,685 Restatement Impact Balance as of December 31, 2021 — $ — $ — — $ — $ (10,219) $ — $ (10,219) Net loss attributable to common stockholders — — — — — (2,593) — (2,593) Settlement of stock awards — — — — — — — — Unrealized gain on pension liability — — — — — — — — Stock-based compensation expense — — — — — — — — Balance as of March 31, 2022 — $ — $ — — $ — $ (12,812) $ — $ (12,812) As Restated Balance as of December 31, 2021 43,024 $ 430 $ 144,282 (6,398) $ (57,166) $ (36,196) $ (1,343) $ 50,007 — — — — — — — — Net loss attributable to common stockholders — — — — — (5,131) — (5,131) Settlement of stock awards 364 4 — (153) (295) — — (291) Unrealized gain on pension liability — — — — — — 119 119 Stock-based compensation expense — — 169 — — — — 169 Balance as of March 31, 2022 43,388 $ 434 $ 144,451 (6,551) $ (57,461) $ (41,327) $ (1,224) $ 44,873 CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Three Months Ended March 31, 2022 As Previously Restatement Reported Impact As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to common stockholders $ (2,538) $ (2,593) $ (5,131) Adjustments to reconcile net loss attributable to common stockholders to net cash (used in) provided by operating activities: Depreciation and amortization and amortization of deferred finance costs 1,405 34 1,439 Stock-based compensation expense 123 — 123 Deferred rents receivable (4) (4) Other non-cash adjustments - pension expense 119 — 119 Unrealized loss on warrants 369 — 369 Equity in net loss from unconsolidated joint ventures (746) — (746) Distributions from unconsolidated joint ventures 168 — 168 (Increase) decrease in operating assets: Residential condominium units for sale (5) 3,553 3,548 Receivables 24 — 24 Prepaid expenses and other assets, net (1,008) — (1,008) Increase in operating liabilities: Accounts payable and accrued expenses 1,474 — 1,474 Net cash (used in) provided by operating activities (619) 994 375 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to real estate (4,704) 4,640 (64) Net proceeds from the sale of residential condominium units 5,634 (5,634) — Net cash provided by (used in) investing activities 930 (994) (64) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loans and corporate credit facility 2,390 — 2,390 Repayment of loans (11,642) — (11,642) Settlement of stock awards (291) — (291) Net cash used in financing activities (9,543) — (9,543) NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (9,232) — (9,232) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 24,845 — 24,845 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 15,613 $ — $ 15,613 CASH AND CASH EQUIVALENTS, BEGINNING PERIOD $ 4,310 $ — $ 4,310 RESTRICTED CASH, BEGINNING OF PERIOD 20,535 — 20,535 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD $ 24,845 $ — $ 24,845 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,381 $ — $ 1,381 RESTRICTED CASH, END OF PERIOD 14,232 — 14,232 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 15,613 $ — $ 15,613 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 3,050 $ — $ 3,050 Cash paid during the period for: Taxes $ 66 $ — $ 66 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Accrued development costs included in accounts payable and accrued expenses $ 9,332 $ (9,332) $ — Capitalized amortization of deferred financing costs and warrants $ 617 $ (34) $ 583 Capitalized stock-based compensation expense $ 46 $ (28) $ 18 CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share amounts) As of March 31, 2021 As Previously Restatement Reported Impact As Restated ASSETS Real estate, net $ 289,294 $ (219,941) $ 69,353 Residential condominium units for sale — 213,223 213,223 Cash and cash equivalents 5,034 — 5,034 Restricted cash 6,694 — 6,694 Prepaid expenses and other assets, net 3,343 — 3,343 Investments in unconsolidated joint ventures 18,814 — 18,814 Receivables 919 — 919 Deferred rents receivable 102 — 102 Right-of-use asset 1,478 — 1,478 Intangible assets, net 8,987 — 8,987 Total assets $ 334,665 $ (6,718) $ 327,947 LIABILITIES Loans payable, net $ 207,317 $ — $ 207,317 Corporate credit facility, net 32,104 — 32,104 Secured line of credit, net 8,950 — 8,950 Note payable 5,863 — 5,863 Accounts payable and accrued expenses 14,368 — 14,368 Lease liability 1,626 — 1,626 Warrant liability 3,196 — 3,196 Total liabilities 273,424 — 273,424 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding — — — Preferred stock, $0.01 par value; 2 shares authorized no — — — Special stock, $0.01 par value; 1 share authorized, issued outstanding — — — Common stock, $0.01 par value; 79,999,997 shares authorized; 38,840,508 shares issued at March 31, 2021; shares outstanding at March 31, 2021 388 — 388 Additional paid-in capital 136,151 — 136,151 Treasury stock (6,397,875 shares at March 31, 2021) (57,166) — (57,166) Accumulated other comprehensive loss (2,040) — (2,040) Accumulated deficit (16,092) (6,718) (22,810) Total stockholders' equity 61,241 (6,718) 54,523 Total liabilities and stockholders' equity $ 334,665 $ (6,718) $ 327,947 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share amounts) For the Three Months Ended March 31, 2021 As Previously Revision Reported Impact As Revised Revenues Rental revenues $ 299 $ 148 $ 447 Other income 46 — 46 Total revenues 345 148 493 Operating Expenses Property operating expenses 1,655 252 1,907 Real estate taxes 20 59 79 General and administrative 1,203 40 1,243 Pension related costs 163 — 163 Depreciation and amortization 715 285 1,000 Total operating expenses 3,756 636 4,392 Operating loss (3,411) (488) (3,899) Equity in net loss from unconsolidated joint ventures (372) — (372) Unrealized loss on warrants (1,977) — (1,977) Interest expense, net (601) (274) (875) Interest expense - amortization of deferred finance costs (193) (68) (261) Loss before taxes (6,554) (830) (7,384) Tax expense (35) — (35) Net loss attributable to common stockholders $ (6,589) $ (830) $ (7,419) Other comprehensive loss: Unrealized gain on pension liability 119 — 119 Comprehensive loss attributable to common stockholders $ (6,470) $ (830) $ (7,300) Loss per share - basic and diluted $ (0.20) $ (0.03) $ (0.23) Weighted average number of common shares - basic and diluted 32,591 32,591 32,591 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) FOR THE THREE MONTHS ENDED MARCH 31, 2021 Accumulated Additional Other Common Stock Paid-In Treasury Stock Accumulated Comprehensive Shares Amount Capital Shares Amount Deficit Loss Total As Previously Reported Balance as of December 31, 2020 38,345 $ 383 $ 135,978 (6,173) $ (56,791) $ (9,503) $ (2,159) $ 67,908 Net loss attributable to common stockholders — — — — — (6,589) — (6,589) Settlement of stock awards 496 5 — (225) (375) — — (370) Unrealized gain on pension liability — — — — — — 119 119 Stock-based compensation expense — — 173 — — — — 173 Balance as of March 31, 2021 38,841 $ 388 $ 136,151 (6,398) $ (57,166) $ (16,092) $ (2,040) $ 61,241 Revision Impact Balance as of December 31, 2020 — $ — $ — — $ — $ (5,888) $ — $ (5,888) Net loss attributable to common stockholders — — — — — (830) — (830) Settlement of stock awards — — — — — — — — Unrealized gain on pension liability — — — — — — — — Stock-based compensation expense — — — — — — — — Balance as of March 31, 2021 — $ — $ — — $ — $ (6,718) $ — $ (6,718) As Revised Balance as of December 31, 2020 38,345 $ 383 $ 135,978 (6,173) $ (56,791) $ (15,391) $ (2,159) $ 62,020 Net loss attributable to common stockholders — — — — — (7,419) — (7,419) Settlement of stock awards 496 5 — (225) (375) — — (370) Unrealized gain on pension liability — — — — — — 119 119 Stock-based compensation expense — — 173 — — — — 173 Balance as of March 31, 2021 38,841 $ 388 $ 136,151 (6,398) $ (57,166) $ (22,810) $ (2,040) $ 54,523 CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Three Months Ended March 31, 2021 As Previously Restatement Reported Impact As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to common stockholders $ (6,589) $ (830) $ (7,419) Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities: Depreciation and amortization and amortization of deferred finance costs 908 353 1,261 Stock-based compensation expense 133 — 133 Deferred rents receivable (12) — (12) Other non-cash adjustments - pension expense 119 — 119 Unrealized loss on warrants 1,977 — 1,977 Equity in net loss from unconsolidated joint ventures 372 — 372 Distributions from unconsolidated joint ventures 194 — 194 (Increase) decrease in operating assets: Residential condominium units for sale — (11,672) (11,672) Receivables 47 — 47 Prepaid expenses and other assets, net (371) — (371) Increase in operating liabilities: Accounts payable and accrued expenses 1,294 — 1,294 Net cash used in operating activities (1,928) (12,149) (14,077) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to real estate (12,202) 12,149 (53) Net cash used in investing activities (12,202) 12,149 (53) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loans and corporate credit facility 8,980 — 8,980 Proceeds from secured line of credit 1,200 — 1,200 Payment of finance costs (21) — (21) Settlement of stock awards (370) — (370) Net cash provided by financing activities 9,789 — 9,789 NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (4,341) — (4,341) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 16,069 — 16,069 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 11,728 $ — $ 11,728 CASH AND CASH EQUIVALENTS, BEGINNING PERIOD $ 6,515 $ — $ 6,515 RESTRICTED CASH, BEGINNING OF PERIOD 9,554 — 9,554 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD $ 16,069 $ — $ 16,069 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,034 $ — $ 5,034 RESTRICTED CASH, END OF PERIOD 6,694 — 6,694 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 11,728 $ — $ 11,728 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 4,130 $ — $ 4,130 Cash paid during the period for: Taxes $ 46 $ — $ 46 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Accrued development costs included in accounts payable and accrued expenses $ 7,496 $ (7,496) $ — Capitalized amortization of deferred financing costs and warrants $ 760 $ (68) $ 692 Capitalized stock-based compensation expense $ 39 $ (2) $ 37 |