Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-08546 | |
Entity Registrant Name | TRINITY PLACE HOLDINGS INC. | |
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 | |
Title of 12(b) Security | Common Stock $0.01 Par Value Per Share | |
Trading Symbol | TPHS | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0000724742 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 36,907,862 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Real estate, net | $ 65,346 | $ 67,334 |
Residential condominium units for sale | 201,240 | 216,983 |
Cash and cash equivalents | 2,190 | 4,310 |
Restricted cash | 9,482 | 20,535 |
Prepaid expenses and other assets, net | 5,957 | 4,126 |
Investments in unconsolidated joint ventures | 4,494 | 17,938 |
Receivables | 78 | 84 |
Deferred rents receivable | 123 | 114 |
Right-of-use asset | 1,039 | 1,314 |
Intangible assets, net | 7,877 | 8,432 |
Total assets | 297,826 | 341,170 |
LIABILITIES | ||
Loans payable, net | 191,870 | 219,249 |
Corporate credit facility, net | 33,584 | 32,844 |
Secured line of credit, net | 9,750 | 12,750 |
Note payable | 5,863 | 5,863 |
Accounts payable and accrued expenses | 16,659 | 17,864 |
Lease liability | 1,141 | 1,447 |
Warrant liability | 151 | 1,146 |
Total liabilities | 259,018 | 291,163 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common stock, $0.01 par value; 79,999,997 shares authorized; 43,417,662 and 43,024,424 shares issued at September 30, 2022 and December 31, 2021, respectively; 36,877,140 and 36,626,549 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 434 | 430 |
Additional paid-in capital | 144,725 | 144,282 |
Treasury stock (6,540,522 and 6,397,875 shares at September 30, 2022 and December 31, 2021, respectively) | (57,461) | (57,166) |
Accumulated other comprehensive loss | (987) | (1,343) |
Accumulated deficit | (47,903) | (36,196) |
Total stockholders' equity | 38,808 | 50,007 |
Total liabilities and stockholders' equity | 297,826 | 341,170 |
Blank Check Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock Value | ||
Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred Stock Value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 43,417,662 | 43,024,424 |
Common Stock, Shares Outstanding | 36,877,140 | 36,626,549 |
Treasury Stock, Shares | 6,540,522 | 6,397,875 |
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 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Rental revenues | $ 1,477 | $ 967 | $ 3,968 | $ 1,991 |
Other income | 20 | 30 | 46 | 332 |
Sales of residential condominium units | 17,509 | 1,428 | 28,696 | 1,428 |
Total revenues | 19,006 | 2,425 | 32,710 | 3,751 |
Operating Expenses | ||||
Property operating expenses | 1,220 | 897 | 2,790 | 4,692 |
Real estate taxes | 486 | 271 | 1,292 | 429 |
General and administrative | 1,431 | 1,440 | 4,436 | 4,070 |
Pension related costs | 158 | 158 | 473 | 483 |
Cost of sales - residential condominium units | 16,714 | 1,395 | 27,238 | 1,395 |
Depreciation and amortization | 1,006 | 1,001 | 3,013 | 3,001 |
Total operating expenses | 21,015 | 5,162 | 39,242 | 14,070 |
Operating loss | (2,009) | (2,737) | (6,532) | (10,319) |
Equity in net (loss) income from unconsolidated joint ventures | (14) | 802 | (636) | |
Equity in net gain on sale of unconsolidated joint venture property | 4,490 | |||
Unrealized gain (loss) on warrants | 64 | 1,718 | 995 | (192) |
Interest expense, net | (3,549) | (2,367) | (9,613) | (5,014) |
Interest expense - amortization of deferred finance costs | (763) | (269) | (1,577) | (1,213) |
Loss before taxes | (6,271) | (3,655) | (11,435) | (17,374) |
Tax (expense) benefit | (82) | 47 | (272) | (87) |
Net loss attributable to common stockholders | (6,353) | (3,608) | (11,707) | (17,461) |
Other comprehensive loss: | ||||
Unrealized gain on pension liability | 119 | 119 | 356 | 356 |
Comprehensive loss attributable to common stockholders | $ (6,234) | $ (3,489) | $ (11,351) | $ (17,105) |
Loss per share - basic | $ (0.17) | $ (0.11) | $ (0.31) | $ (0.53) |
Loss per share - diluted | $ (0.17) | $ (0.11) | $ (0.31) | $ (0.53) |
Weighted average number of common shares - basic | 37,260 | 32,756 | 37,184 | 32,681 |
Weighted average number of common shares - diluted | 37,260 | 32,756 | 37,184 | 32,681 |
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 | Accumulated Other Comprehensive Loss | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 383 | $ 135,978 | $ (56,791) | $ (15,391) | $ (2,159) | $ 62,020 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 38,345 | (6,173) | ||||
Net loss attributable to common stockholders | (17,461) | (17,461) | ||||
Settlement of stock awards | $ 5 | $ (375) | (370) | |||
Settlement of stock awards (in shares) | 521 | (225) | ||||
Unrealized gain on pension liability | 356 | 356 | ||||
Sale of common stock | $ 2 | 165 | 167 | |||
Sale of common stock (in shares) | 150 | |||||
Stock-based compensation | 529 | 529 | ||||
Balance at Sep. 30, 2021 | $ 390 | 136,672 | $ (57,166) | (32,852) | (1,803) | 45,241 |
Balance (in shares) at Sep. 30, 2021 | 39,016 | (6,398) | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 383 | 135,978 | $ (56,791) | (15,391) | (2,159) | 62,020 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 38,345 | (6,173) | ||||
Balance at Dec. 31, 2021 | $ 430 | 144,282 | $ (57,166) | (36,196) | (1,343) | 50,007 |
Balance (in shares) at Dec. 31, 2021 | 43,024 | (6,398) | ||||
Balance at beginning of period at Jun. 30, 2021 | $ 389 | 136,329 | $ (57,166) | (29,244) | (1,922) | 48,386 |
Balance at beginning of period (in shares) at Jun. 30, 2021 | 38,853 | (6,398) | ||||
Net loss attributable to common stockholders | (3,608) | (3,608) | ||||
Settlement of stock awards (in shares) | 13 | |||||
Unrealized gain on pension liability | 119 | 119 | ||||
Sale of common stock | $ 1 | 165 | 166 | |||
Sale of common stock (in shares) | 150 | |||||
Stock-based compensation | 178 | 178 | ||||
Balance at Sep. 30, 2021 | $ 390 | 136,672 | $ (57,166) | (32,852) | (1,803) | 45,241 |
Balance (in shares) at Sep. 30, 2021 | 39,016 | (6,398) | ||||
Balance at beginning of period at Dec. 31, 2021 | $ 430 | 144,282 | $ (57,166) | (36,196) | (1,343) | 50,007 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 43,024 | (6,398) | ||||
Net loss attributable to common stockholders | (11,707) | (11,707) | ||||
Settlement of stock awards | $ 4 | $ (295) | (291) | |||
Settlement of stock awards (in shares) | 394 | (143) | ||||
Unrealized gain on pension liability | 356 | 356 | ||||
Stock-based compensation | 443 | 443 | ||||
Balance at Sep. 30, 2022 | $ 434 | 144,725 | $ (57,461) | (47,903) | (987) | 38,808 |
Balance (in shares) at Sep. 30, 2022 | 43,418 | (6,541) | ||||
Balance at beginning of period at Jun. 30, 2022 | $ 434 | 144,580 | $ (57,461) | (41,550) | (1,106) | 44,897 |
Balance at beginning of period (in shares) at Jun. 30, 2022 | 43,391 | (6,541) | ||||
Net loss attributable to common stockholders | (6,353) | (6,353) | ||||
Settlement of stock awards (in shares) | 27 | |||||
Unrealized gain on pension liability | 119 | 119 | ||||
Stock-based compensation | 145 | 145 | ||||
Balance at Sep. 30, 2022 | $ 434 | $ 144,725 | $ (57,461) | $ (47,903) | $ (987) | $ 38,808 |
Balance (in shares) at Sep. 30, 2022 | 43,418 | (6,541) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to common stockholders | $ (11,707) | $ (17,461) |
Adjustments to reconcile net loss attributable to common stockholders to net cash provided by (used in) operating activities: | ||
Depreciation and amortization and amortization of deferred finance costs | 4,590 | 4,214 |
Stock-based compensation expense | 407 | 399 |
Gain on sale of joint venture real estate | (4,490) | |
Deferred rents receivable | (9) | (20) |
Other non-cash adjustments - pension expense | 356 | 356 |
Unrealized (gain) loss on warrants | (995) | 192 |
Equity in net (income) loss from unconsolidated joint ventures | (802) | 636 |
Distributions from unconsolidated joint ventures | 1,318 | 686 |
Loan forgiveness | (243) | |
Decrease (increase) in operating assets: | ||
Residential condominium units for sale | 17,259 | (25,371) |
Receivables | 6 | 887 |
Prepaid expenses and other assets, net | (2,209) | (846) |
Increase in operating liabilities: | ||
Accounts payable and accrued expenses | 3,104 | 5,775 |
Net cash provided by (used in) operating activities | 6,828 | (30,796) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (93) | (84) |
Proceeds from sale of unconsolidated joint venture | 17,418 | |
Net cash provided by (used in) investing activities | 17,325 | (84) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans and corporate credit facility | 7,851 | 82,318 |
Proceeds from secured line of credit | 500 | 4,200 |
Payment of finance costs | (2,442) | |
Repayment of loans | (41,886) | (56,413) |
Repayment of secured line of credit | (3,500) | |
Settlement of stock awards | (291) | (370) |
Sale of common stock, net | 167 | |
Net cash (used in) provided by financing activities | (37,326) | 27,460 |
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (13,173) | (3,420) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 24,845 | 16,069 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 11,672 | 12,649 |
CASH AND CASH EQUIVALENTS, BEGINNING PERIOD | 4,310 | 6,515 |
RESTRICTED CASH, BEGINNING OF PERIOD | 20,535 | 9,554 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 24,845 | 16,069 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 2,190 | 917 |
RESTRICTED CASH, END OF PERIOD | 9,482 | 11,732 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 11,672 | 12,649 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 9,624 | 13,329 |
Cash paid during the period for: Taxes | 341 | 189 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capitalized amortization of deferred financing costs and warrants | 1,480 | 2,169 |
Capitalized stock-based compensation expense | $ 36 | $ 97 |
Business
Business | 9 Months Ended |
Sep. 30, 2022 | |
Business | |
Business | Note 1 – Business Overview Trinity Place Holdings Inc., which we refer to in these financial statements as “Trinity,” “we,” “our,” or “us,” 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 (“77 Greenwich”), which is nearing completion of 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 recently built 105-unit, 12-story multi-family property located at 237 11 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. (“Syms”), including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $268.0 million of federal net operating loss carryforwards (“NOLs”) at September 30, 2022, which can be used to reduce our future taxable income and capital gains. Management’s Plans and Liquidity As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities issued a range of “stay-at-home orders”, proclamations and directives aimed at minimizing the spread of COVID-19, among other restrictions on businesses and individuals. The outbreak and restrictions adversely affected our business operations including, among other things, a temporary suspension of construction work at our most significant asset, 77 Greenwich, 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 current economic downturn and volatility in financial markets appear to have been primarily driven by uncertainties associated with a spike in interest rates and a historically high inflation rate. 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, as well as lending institutions, construction and material supply partners. The economic downturn has adversely affected our short-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 and, during the pandemic, modifying, eliminating or deferring rent payments in the short term for tenants in an effort to mitigate financial hardships. The ultimate impact of the economic downturn on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, but 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 the impacts of the pandemic, as well as, more recently, the war in Ukraine, rising interest rates, and high inflation rates have impeded the sale of residential condominium units at 77 Greenwich, we have closed on 25 residential condominium units as of September 30, 2022 and an additional three units since the end of the third quarter ended September 30, 2022. 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 and supply-chain issues, while construction at 77 Greenwich is in the final stage of completion, it has taken longer than projected. As a result, certain items were not completed by the Final Completion milestone of September 28, 2022 as contemplated under our 77 Mortgage Loan and mezzanine loan. Missing this deadline was an event of default under the 77 Mortgage Loan and mezzanine loan facility, creating substantial doubt about our ability to continue as a going concern. Management has held discussions with our 77 Mortgage Lender and is in the process of documenting an amendment to the 77 Mortgage Loan agreement and the mezzanine loan to extend the Final Completion milestone. If we are not successful in completing the amendment, and the 77 Mortgage Lender or the lender under our mezzanine loan facility accelerated their respective loan, cross-defaults would also exist and we would have insufficient cash and liquidity to service our debt and pay operating expenses and other obligations. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to our ability to continue as a going concern. As of September 30, 2022, we had total cash and restricted cash of $11.7 million, of which approximately $2.2 million was cash and cash equivalents and approximately $9.5 million was restricted cash as well as $3.0 million available under our secured line of credit. At this time, we believe our existing balances of cash and cash equivalents, secured line of credit availability, planned refinancing of the Paramus line of credit or sale of the Paramus property and sales of the larger, higher floor condominium units at 77 Greenwich will be sufficient to satisfy our working capital needs and projected capital and other expenditures associated with our operations over the next 12 months, unless we are unable to reach agreement with our lenders as described above. Additionally, management continues to evaluate opportunities to raise capital through sales of equity, including under our ATM program, debt issuances or refinancings, including refinancing the property located at 237 11 th |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited consolidated interim financial information should be read in conjunction with our December 31, 2021 audited consolidated financial statements filed on Form 10-K/A, (the “2021 Annual Report”). a. Principles of Consolidation - th We are required to consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2022, we concluded that 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 entity’s economic performance. In situations where we and our partner equally share authority, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. b. Investments in Unconsolidated Joint Ventures - th c. Use of Estimates d. Reportable Segments e. Concentrations of Credit Risk f. Real Estate 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 g. Residential Condominium Units for Sale 77 Greenwich is a condominium development project which includes residential condominium units that are ready for sale. Residential condominium units for sale as of September 30, 2022 and December 31, 2021 includes 77 Greenwich, and in all cases, excludes costs of development for the residential condominium units at 77 Greenwich that were sold. The residential condominium units for sale are stated at the lower of cost or net realizable value. Management considers relevant cash flows relating to budgeted project costs and estimated costs to complete, estimated sales velocity, expected proceeds from the sales of completed condominium units, including any potential declines in market values, and other available information in assessing whether the 77 Greenwich development project is impaired. Residential condominium units are evaluated for impairment based on the contracted and projected sales prices compared to the total estimated cost to construct. Any calculated impairments are recorded immediately in cost of sales. Management does not believe that the value of our unsold residential condominium units was impaired at either September 30, 2022 or December 31, 2021. h. Valuation of Long-Lived Assets i. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 j. Cash and Cash Equivalents k. Restricted Cash l. Revenue Recognition and comprehensive loss as “rental revenues.” Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. We applied the guidance under ASC 842 in assessing our lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable. Revenues on sale of residential condominiums reflects the gross sales price from sales of residential condominium units which are recognized at the time of the closing of a sale, when title to and possession of the units are transferred to the buyer. Our performance obligation, to deliver the agreed-upon condominium, is generally satisfied in less than one year from the original contract date. Cash proceeds from unit closings held in escrow for our benefit are included in restricted cash in the consolidated balance sheets. Customer cash deposits on residential condominiums that are in contract are recorded as restricted cash and the related liability is recorded in accounts payable and accrued expenses in our consolidated balance sheets. 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 September 30, 2022 and December 31, 2021, we determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2022, our tax returns for the years ended December 31, 2018 through December 31, 2021 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2017 or 2018, depending on the jurisdiction, through December 31, 2021. We are subject to certain federal, state and local income and franchise taxes. o. Earnings (loss) Per Share 2022 and 2021. Shares issuable at September 30, 2022 comprising 228,060 restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the three and nine months ended September 30, 2022. Shares issuable at September 30, 2021 comprising 290,074 restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the three and nine months ended September 30, 2021. p. Deferred Finance Costs q. Deferred Lease Costs r. Underwriting Commissions and Costs – Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in-capital in stockholders’ equity. s . Reclassifications - Any references to square footage, property count or occupancy percentages, and any amounts derived from these values in these notes to the condensed consolidated financial statements, are outside the scope of our independent registered public accounting firm’s review. |
Residential Condominium Units f
Residential Condominium Units for Sale | 9 Months Ended |
Sep. 30, 2022 | |
Residential Condominium Units for Sale | |
Residential Condominium Units for Sale | Note 3 – Residential Condominium Units for Sale Residential condominium units for sale as of September 30, 2022 and December 31, 2021 includes 77 Greenwich, and in all cases, excludes costs of development for the residential condominium units at 77 Greenwich that were sold. Closings on residential condominium units started in September 2021 with 14 closings having occurred through December 31, 2021 and an additional 11 closings during the nine months ended September 30, 2022. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate, Net | |
Real Estate, Net | Note 4 – Real Estate, Net As of September 30, 2022 and December 31, 2021, real estate, net, includes the following (dollars in thousands): September 30, December 31, 2022 2021 As Restated Building and building improvements $ 51,141 $ 51,141 Tenant improvements 221 200 Furniture and fixtures 847 775 Land and land improvements 28,847 28,847 81,056 80,963 Less: accumulated depreciation 15,710 13,629 $ 65,346 $ 67,334 Building and building improvements, tenant improvements, furniture and fixtures, and land and land improvements included the 237 11 th In May 2018, we closed on the acquisition of 237 11 th th th As of September 30, 2022 and December 31, 2021, 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 $3.2 million and $2.7 million at September 30, 2022 and December 31, 2021, respectively. Amortization expense amounted to $185,000 for each of the three months ended September 30, 2022 and 2021, respectively, and $555,000 for each of the nine months ended September 30, 2022 and 2021, respectively. 77 Greenwich and the New York City School Construction Authority We entered into an agreement with the New York City School Construction Authority (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 completion of the SCA buildout for the construction supervision fee. An aggregate of $46.2 million had been paid to us by the SCA as of September 30, 2022 with approximately $390,000 remaining to be paid. We have also received an aggregate of $51.7 million in reimbursable construction costs from the SCA through September 30, 2022. In April 2020, the SCA closed on the purchase of the school condominium unit from us, at which point title transferred to the SCA, and the SCA has recently completed the buildout of the interior space, which is a public elementary school with approximately 476 seats. The school received its final TCO and opened in September 2022. We have also guaranteed certain obligations with respect to the construction of the school. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Assets, Net | |
Prepaid Expenses and Other Assets, Net | Note 5 – Prepaid Expenses and Other Assets, Net As of September 30, 2022 and December 31, 2021, prepaid expenses and other assets, net, include the following (dollars in thousands): September 30, December 31, 2022 2021 Prepaid expenses $ 2,401 $ 673 Deferred finance costs 2,184 2,184 Other 3,217 2,736 7,802 5,593 Less: accumulated amortization 1,845 1,467 $ 5,957 $ 4,126 |
Loans Payable and Secured Line
Loans Payable and Secured Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable and Secured Line of Credit | |
Loans Payable and Secured Line of Credit | Note 6 – 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 “Corporate Credit Facility”), subject to increase by $25.0 million upon satisfaction of certain conditions and the consent of the lender (the “CCF Lender”). 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 Corporate Credit Facility provided for the proceeds of the Corporate Credit Facility to 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. In connection with the December 2020 transaction described below, the Company entered into an amendment to the Corporate Credit Facility, 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 $7.5 million, and (iii) the MOIC amount was amended to combine the Corporate Credit Facility and the Mezzanine Loan. 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 “Warrant Agreement Amendment”) (see Note 11 – Stockholders Equity – Warrants to our consolidated financial statements for further discussion regarding the warrants). In connection with the October 2021 closing of the 77 Mortgage Loan and amendment to the Mezzanine Loan described below, we entered into amendments to our Corporate Credit Facility, dated as of October 22, 2021 and November 10, 2021, pursuant to which, among other things, the parties agreed that no additional funds will be drawn under the Corporate Credit Facility, the minimum liquidity requirement was made consistent with the 77 Mortgage Loan Agreement until May 1, 2023 and the multiple on invested capital (the “MOIC”) provisions were revised to provide that (i) the MOIC amount due upon final repayment of the Corporate Credit Facility was amended to be consistent with the Mezzanine Loan such that if no event of default exists and is continuing under the Corporate Credit Facility at any time prior to June 22, 2023, the amount due will be combined with the Mezzanine Loan, to the extent not previously paid, if any, and (ii) the amount of the Corporate Credit Facility used to calculate the MOIC was reduced to $35.75 million. The Corporate Credit Facility had an outstanding balance of $35.75 million at both September 30, 2022 and December 31, 2021, excluding deferred finance fees of $2.2 million and $2.9 million, respectively. Accrued interest, which is included in accounts payable and accrued expenses, totaled approximately $4.9 million at September 30, 2022 and $3.8 million at December 31, 2021. As of September 30, 2022, 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 “Cash Pay Interest Rate”) which increases by 0.125% every six-month period from the initial closing date, subject to increase during the extension periods. The effective interest rate at September 30, 2022 and December 31, 2021 was 9.875% and 9.5%, respectively. 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 September 30, 2022, 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 77 Mortgage Loan applicable to the Company’s 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 Company’s 77 Greenwich property shall be used to repay the Corporate Credit Facility. Upon final repayment of the Corporate Credit Facility, the MOIC amount equal to 30% 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 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 subsidiary’s board of directors or equivalent governing body (the “Designee”). 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 Designee’s choosing from time to time. The Designee will be entitled to receive customary reimbursement of expenses incurred in connection with his or her service as a member of the board and/or any committee thereof but will not, except in the case of an independent director, receive compensation for such service. Loans Payable 77 Greenwich Construction Facility In December 2017, we closed on a $189.5 million construction facility for 77 Greenwich (the “77 Greenwich Construction Facility”). As a result of the refinancing transaction in October 2021, the 77 Greenwich Construction Facility was repaid in full. The 77 Greenwich Construction Facility had an aggregate balance of $159.4 million at the time it was repaid at closing of the 77 Mortgage Loan (see “77 Mortgage Loan” below). 77 Mortgage Loan In October 2021, a wholly-owned subsidiary of ours (the “Mortgage Borrower”) entered into a loan agreement with Macquarie PF Inc., a part of Macquarie Capital, the advisory, capital markets and principal investment arm of Macquarie Group, as lender and administrative agent (the “77 Mortgage Lender”), pursuant to which 77 Mortgage Lender agreed to extend credit to Mortgage Borrower in the amount of up to $166.7 million (the “77 Mortgage Loan”), subject to the satisfaction of certain conditions (the “77 Mortgage Loan Agreement”). We borrowed $133.1 million on the closing date of the 77 Mortgage Loan and the balance of the funds used to repay the 77 Greenwich Construction Facility were obtained from an increase in the Mezzanine Loan, The Berkley Partner Loan and funds raised through the Private Placement. The $33.6 million remaining availability on the closing date will be used to, among other things, complete construction of 77 Greenwich and fund carry costs while the residential condominium units are being sold, $9.4 million of such amount had been drawn by September 30, 2022. The 77 Mortgage Loan has a two-year term with an option to extend for an additional year under certain circumstances and is secured by the Mortgage Borrower’s fee interest in 77 Greenwich. The 77 Mortgage Loan bears interest at a rate per annum equal to the greater of (i) 7.00% in excess of LIBOR and (ii) 7.25%; provided that, if, on April 22, 2023, the outstanding principal balance of the 77 Mortgage Loan, together with any accrued and unpaid PIK Interest and unpaid Additional Unused Fee (as those terms are defined below) is equal to or greater than $91.0 million, the rate per annum will be equal to the greater of (i) 9.00% in excess of LIBOR and (ii) 9.25%. If cash flow from 77 Greenwich (including proceeds from the sales of residential condominium units) is insufficient to pay interest payments when due, any accrued but unpaid interest will remain unpaid and interest will continue to accrue on such unpaid amounts (“PIK Interest”) until the cumulative PIK Interest and Additional Unused Fee accrues to $4.5 million (the “Threshold Amount”), after which all such amounts in excess of the Threshold Amount shall be paid in cash on a monthly basis until such amounts are less than the Threshold Amount. As advances of the 77 Mortgage Loan are made to Mortgage Borrower and the outstanding principal balance of the 77 Mortgage Loan increases, net proceeds from the sales of condominium units will be paid to 77 Mortgage Lender to reduce the outstanding balance of the 77 Mortgage Loan. A 1% per annum fee (the “Additional Unused Fee”) on a $3.0 million portion (the “Additional Amount”) of the 77 Mortgage Loan, is payable on a monthly basis on the undrawn portion of such Additional Amount. To the extent the 77 Mortgage Loan is not fully funded by October 22, 2022 (April 22, 2023 in the case of amounts with respect to construction work related to the new handicapped accessible subway entrance on Trinity Place), 77 Mortgage Lender may in its discretion force fund the remaining balance other than the Additional Amount into a reserve account held by 77 Mortgage Lender and disburse in accordance with the terms of the 77 Mortgage Loan Agreement. The 77 Mortgage Loan is prepayable without penalty, subject to 77 Mortgage Lender receiving a minimum total return of $15.26 million, or if an advance has been made of the Additional Amount, the sum of $15.26 million, plus 10% of the Additional Amount that has been disbursed, in each case, inclusive of interest, and must be prepaid in part in certain circumstances such as in the event of the sale of residential and retail condominium units. Mortgage Borrower was required to achieve completion of the construction work and the improvements for the Project on or before July 1, 2022, subject to certain exceptions. Due to the occurrence of certain force majeure related circumstances, the completion date had been extended to the end of September 2022. As of September 30, 2022, we were in default under the 77 Mortgage Loan because certain items were not fully completed by the Final Completion milestone of September 28, 2022. Management has held discussions with the 77 Mortgage Lender and is in the process of documenting an amendment to the 77 Mortgage Loan agreement to, among other things, extend the Final Completion milestone. However, if we are not successful in receiving such an extension from both lenders, the 77 Mortgage Lender or the lender under our mezzanine loan facility could accelerate their respective loan, and cross-defaults would also exist. The 77 Mortgage Loan Agreement also includes additional customary affirmative and negative covenants for loans of this type, with the first sales pace covenant in April 2023. In connection with the 77 Mortgage Loan Agreement, we entered into guarantees with the 77 Mortgage Lender pursuant to which we guaranteed the completion and payment of costs and expenses related to the construction; the payment of accrued and unpaid interest and other fees, costs, expenses and payments due and payable with respect to the 77 Mortgage Loan or 77 Greenwich; and the payment when due of all amounts due to 77 Mortgage Lender, as a result of “bad-boy” provisions. Mortgage Borrower and the Company also entered into an environmental compliance and indemnification undertaking for the benefit of 77 Mortgage Lender. Additionally, Mortgage Borrower is required to provide a letter of credit in an amount not less than $4.0 million. The letter of credit will be reduced to $3.0 million following, among other things, (x) final completion of the Project, subject to certain exceptions, and (y) paydown of the 77 Mortgage Loan to a basis of $625 per square feet of the unsold residential units. As of September 30, 2022, the 77 Mortgage Loan had a balance of $105.6 million, which includes $4.3 million in PIK interest. Through September 30, 2022, the 77 Mortgage loan has been paid down by approximately $41.3 million with the proceeds from closed sales of residential condominium units. We have received our TCOs for floors 11-23, floors 24-35 (excluding certain hoist units), the lobby, mechanical rooms and portions of the cellar. Mezzanine Loan In December 2020, we entered into a mezzanine loan agreement with an affiliate of the CCF Lender (the “Mezzanine Loan Agreement”, and the loan thereunder, the “Mezzanine Loan”). The Mezzanine Loan was originally in the amount of $7.5 million and has a term of three years with two one-year extension options, exercisable under certain circumstances. The collateral for the Mezzanine Loan was the borrower’s equity interest in its direct, wholly-owned subsidiary. The blended interest rate for the 77 Mortgage Loan and the Mezzanine Loan was approximately 10.5% on an annual basis. Interest 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 will be due on substantially the same terms as provided for in the Corporate Credit Facility. 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 the lender under the Mezzanine Loan. In connection with the Mezzanine Loan, the Company entered into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking. In October 2021, the Mezzanine Loan Agreement was amended and restated to, among other things, (i) increase the amount of the loan thereunder by approximately $22.77 million, of which $0.77 million reflected interest previously accrued under the original Mezzanine Loan, (ii) reflect the pledge of the equity interests in the Mortgage Borrower to the Mezzanine Lender as additional collateral for the Mezzanine Loan and (iii) conform certain of the covenants to those included in the 77 Mortgage Loan Agreement, as applicable. Additionally, the existing completion guaranty, carry guaranty, recourse guaranty and environmental indemnification executed in connection with the original Mezzanine Loan Agreement were amended to conform to the mortgage guarantees and mortgage environmental indemnity made in connection with the 77 Mortgage Loan (and the existing equity funding guaranty was terminated). As of September 30, 2022 and December 31, 2021, the Mezzanine Loan had a balance of $30.3 million for both periods, respectively, and accrued interest totaled approximately $4.5 million and $1.1 million, respectively. As of September 30, 2022, we were in default under the covenants of the Mezzanine Loan because certain items were not completed by the Final Completion milestone of September 28, 2022. Management anticipates entering into an amendment to the Mezzanine Loan agreement to, among other things, extend the Final Completion milestone. However, if we are not successful in receiving such an extension from both lenders, the Mezzanine Lender or the lender under our 77 Mortgage Loan, could accelerate their respective loan, and cross-defaults would also exist. The Mezzanine Loan Agreement also includes additional customary affirmative and negative covenants for loans of this type, with the first sales pace covenant in April 2023. 237 11 th Loans In May 2018, in connection with the acquisition of 237 11 th Simultaneously, in June 2021, in connection with the refinancing of the mortgage loan, we entered into a $50.0 million senior loan (the “237 11 th th th th th th th 2022 and December 31, 2021, respectively, and $10.0 million from the 237 11 th In June 2021, we entered into an interest rate cap agreement as required under the 237 11 th The 237 11 th th th The Berkley Partner Loan In October 2021, we entered into a loan agreement with our partner in The Berkley JV, pursuant to which our partner agreed to lend us up to $10.5 million principal amount, $500,000 of which was available only to be applied to interest payments, secured by our interest in the joint venture entity, maturing in one year. The loan bore interest at a rate of 10% per year, with a portion deferred until maturity. This loan had a balance of $10.1 million when it was repaid in full in April 2022 in connection with the sale of The Berkley. Secured Line of Credit Our $12.75 million secured line of credit is secured by the Paramus, New Jersey property. The secured line of credit matures in March 2023. The secured line of credit bears interest at the prime rate. The secured line of credit is pre-payable at any time without penalty. This secured line of credit had an outstanding balance of $9.75 million and $12.75 million at September 30, 2022 and December 31, 2021, respectively, and an effective interest rate of 6.25% and 3.25% at September 30, 2022 and December 31, 2021, respectively. Note Payable (250 North 10 th We own a 10% interest in a joint venture with TF Cornerstone (the “250 North 10 th th th Principal Maturities Combined aggregate principal maturities of our loans, secured line of credit and note payable as of September 30, 2022, excluding extension options, were as follows (dollars in thousands): Year of Maturity Principal 2022 $ — 2023 210,287 2024 35,750 2025 — 2026 — 246,037 Less: deferred finance costs, net (4,970) Total loans, secured line of credit, and note payable, net $ 241,067 Interest Consolidated interest expense, net includes the following (dollars in thousands): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 As Restated As Restated Interest expense $ 4,932 $ 5,473 $ 13,759 $ 15,743 Interest capitalized (1,383) (3,106) (4,146) (10,728) Interest income — — — (1) Interest expense, net $ 3,549 $ 2,367 $ 9,613 $ 5,014 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 – Fair Value Measurements The fair value of our financial instruments are determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). The fair values of cash and cash equivalents, receivables, 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 and the secured line of credit approximated their carrying values as they are variable-rate instruments. The warrant liability is recorded at fair value. |
Pension Plan
Pension Plan | 9 Months Ended |
Sep. 30, 2022 | |
Pension Plans | |
Pension Plan | Note 8 – 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 September 30, 2022 and December 31, 2021, we had recorded an overfunded pension balance of approximately $2.0 million and $1.6 million, respectively, which is included in prepaid expenses and other assets, net on the accompanying consolidated balance sheets. If we decided to terminate the plan under a standard termination, we would be required 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 $6.1 million to the Syms sponsored plan from September 17, 2012 through September 30, 2022. Historically, we have funded this plan in the third quarter of the calendar year. We funded $400,000 to the Syms sponsored plan in September 2022. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments | |
Commitments | Note 9 – Commitments a. Leases – The lease for our corporate office located at 340 Madison Avenue, New York, New York expires on March 31, 2025. Rent expense paid for this operating lease was approximately $118,000 and $112,000 for the three months ended September 30, 2022 and 2021, respectively, and $353,000 and $331,000 for the nine months ended September 30, 2022 and 2021, respectively. The remaining lease obligation, excluding any extension options, for our corporate office is approximately $1.2 million through March 31, 2025. b. Legal Proceedings – In the normal course of business, we are party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 10 – Income Taxes As of September 30, 2022, we had federal NOLs of approximately $268.0 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. Since 2009 through September 30, 2022, we have utilized approximately $20.1 million of our federal NOLs. As of September 30, 2022, we also had state NOLs of approximately $182.1 million. These state NOLs have various expiration dates through 2039, if applicable. We also had additional New York State and New York City prior NOL conversion (“PNOLC”) subtraction pools of approximately $27.9 million and $22.9 million, respectively. The conversion to the PNOLC under the New York State and New York City corporate tax reforms does not have any material tax impact. Based on management’s assessment, we believe it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. In recognition of this risk, we have provided a valuation allowance of $74.8 million as of September 30, 2022. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11 – Stockholders’ Equity Capital Stock Our authorized capital stock consists of 120,000,000 shares consisting of 79,999,997 shares of common stock, $0.01 par value per share, two (2) shares of preferred stock, $0.01 par value per share (which have been redeemed in accordance with their terms and may not be reissued), one (1) share of special stock, $0.01 par value per share, and 40,000,000 shares of a new class of blank-check preferred stock, $0.01 par value per share. As of September 30, 2022 and December 31, 2021, there were 43,417,662 shares and 43,024,424 shares of common stock issued, respectively, and 36,877,140 shares and 36,626,549 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 “Warrant Agreement”) with the lender under our Corporate Credit Facility (see Note 6 – Loans Payable and Secured Line of Credit – Corporate Credit Facility) (the “Warrant Holder”) pursuant to which we issued ten-year warrants (the “Warrants”) to the Warrant Holder to purchase up to 7,179,000 shares of our common stock. 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 Facility was amended to be $4.50 per share. In connection with the October 2021 Private Placement, the exercise price of the warrants were further reduced to $4.31 per share (the “Exercise Price”), which is payable in cash or pursuant to a cashless exercise. The Warrant Agreement provides that we will not issue shares of common stock upon exercise of the Warrants if either (1) the Warrant Holder, together with its affiliates, would beneficially hold 5% or more of the shares of common stock outstanding immediately after giving effect to such exercise, or (2) such exercise would result in the issuance of more than 19.9% of the shares of issued and outstanding common stock as of the date of the Warrant Agreement, prior to giving effect to the issuance of the Warrants, and such issuance would require shareholder approval under the NYSE American LLC listing requirements. The Warrant Agreement provides for certain adjustments to the Exercise Price and/or the number of shares of common stock issuable upon exercise pursuant to customary anti-dilution provisions. Upon a change of control of the Company, the Warrants will be automatically converted into the right to receive the difference between the consideration the Warrant Holder would have received if it exercised the Warrants immediately prior to the change of control and the aggregate Exercise Price, payable at the election of the Warrant Holder in the consideration payable in the change of control or, if such consideration is other than cash, in cash. The Warrants were valued at approximately $151,000 and $1.1 million at September 30, 2022 and December 31, 2021, respectively. The $995,000 unrealized gain and $192,000 unrealized loss from the change in fair value of the Warrants during the nine months ended September 30, 2022 and 2021, respectively, was recorded in the consolidated statements of operations and comprehensive loss. 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 “Registration Rights Agreement”), and a letter agreement with the Warrant Holder (the “Letter Agreement”) pursuant to which we agreed to provide (i) certain information rights, (ii) the right to appoint one member of the board of directors of the Company, or in lieu thereof a board observer, and (iii) certain preemptive rights for a period of five years following the exercise of any of the Warrants so long as the Warrant Holder continues to hold shares of common stock. With respect to the board appointment right, the Letter Agreement includes a similar right as the Corporate Credit Facility described in Note 6 – Loans Payable and Secured Line of Credit, so long as the Warrant Holder together with its affiliates beneficially holds at least 5% of the outstanding common stock of the Company, assuming the exercise of all outstanding Warrants; provided that the Warrant Holder does not have such appointment right at any time a Designee or observer may be appointed pursuant to the terms of the Corporate Credit Facility. At-The-Market Equity Offering Program In August 2021, we entered into an “at-the-market” equity offering program (the “ATM Program”), to sell up to an aggregate of $10.0 million in shares of our common stock. We sold no shares of our common stock during the nine months ended September 30, 2022. During the year ended December 31, 2021, we sold 701,327 shares of our common stock for aggregate gross proceeds of approximately $1.4 million (excluding approximately $169,000 in professional and brokerage fees) at a weighted average price of $1.95 per share. Share Repurchase Program In December 2019, our Board of Directors approved a stock repurchase program under which we can purchase 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. From inception of the stock repurchase program through December 31, 2020, the Company repurchased 250,197 shares of common stock for approximately $483,361, or an average price per share of $1.93. As of September 30, 2022, approximately $4.5 million of shares remained available for purchase under the stock repurchase program, subject to the terms of our Corporate Credit Facility. There was no stock repurchase activity by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the nine months ended September 30, 2022 or the year ended December 31, 2021. Preferred Stock We are authorized to issue two shares of preferred stock (one share each of Series A and Series B preferred stock, each of which was automatically redeemed in 2016 and may not be reissued), one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund ("Third Avenue"), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 12 – Stock-Based Compensation Stock Incentive Plan We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “SIP”), effective September 9, 2015. Prior to the adoption of the SIP, we granted restricted stock units (“RSUs”) to our executive officers and employees pursuant to individual agreements. The SIP, which has a ten-year term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100% of the fair market value of the shares of common stock on the date of grant. 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 and in June 2021, our stockholders approved an increase to the number of shares of common stock available for awards under the SIP by 1,500,000 shares. Our SIP activity as of September 30, 2022 and December 31, 2021 was as follows: Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Weighted Weighted Average Fair Average Fair Number of Value at Number of Value at Shares Grant Date Shares Grant Date Balance available, beginning of period 1,569,449 - 548,370 - Additional shares approved by stockholders - - 1,500,000 - Granted to employees (333,500) $ 1.84 (310,000) $ 1.25 Granted to non-employee directors (59,641) $ 1.43 (61,167) $ 1.77 Deferred under non-employee director's deferral program (105,065) $ 1.43 (107,754) $ 1.77 Forfeitures by former employees 60,500 $ 1.68 — - Balance available, end of period 1,131,743 - 1,569,449 - Restricted Stock Units We grant RSUs to certain executive officers and employees as part of compensation. These grants generally have vesting dates ranging from immediate vest at grant date to three years, with a distribution of shares at various dates ranging from the time of vesting up to seven years after vesting. During the nine months ended September 30, 2022, we granted 333,500 RSUs to certain employees. These RSUs vest and settle at various times over a two Total stock-based compensation expense for the three months ended September 30, 2022 and 2021 was $127,000 and $106,000, respectively, of which approximately $9,000 and $27,000, respectively, was capitalized as part of residential condominium units for sale with the remaining net amount recognized in the consolidated statements of operations and comprehensive loss. Total stock-based compensation expense for the nine months ended September 30, 2022 and 2021 was $379,000 and $317,000, respectively, of which approximately $36,000 and $97,000, respectively, was capitalized as part of residential condominium units for sale with the remaining net amount recognized in the consolidated statements of operations and comprehensive loss. Our RSU activity was as follows: Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Weighted Weighted Average Fair Average Fair Number of Value at Grant Number of Value at Grant Shares Date Shares Date Non-vested at beginning of period 551,083 $ 2.14 469,000 $ 3.43 Granted RSUs 333,500 $ 1.84 310,000 $ 1.25 Vested (286,084) $ 2.20 (227,917) $ 3.59 Forfeited by former employees (60,500) $ 1.68 — $ — Non-vested at end of period 537,999 $ 1.82 551,083 $ 2.14 As of September 30, 2022, there was approximately $340,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2024. During the nine months ended September 30, 2022, we issued 366,099 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 171,196 shares to provide for the employees’ withholding tax liabilities. During the nine months ended September 30, 2022, we issued 55,686 shares of immediately vested common stock to board members as part of their annual compensation. Director Deferral Program Our Non-Employee Director’s Deferral Program (the “Deferral Program”), as amended in December 2018, allows our non-employee directors to elect to receive the cash portion of their annual compensation in shares of the Company’s common stock, as well as to defer receipt of the portion of their annual board compensation that is paid in equity. Any deferred amounts are paid under the SIP (as is non-employee directors’ annual equity compensation that is not deferred). Compensation deferred under the Deferral Program is reflected by the grant of stock units equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled under the SIP for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that we distribute dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued. As of September 30, 2022, a total of 389,978 stock units have been deferred under the Deferral Program. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2022 | |
Investments in Unconsolidated Joint Ventures | |
Investments in Unconsolidated Joint Ventures | Note 13 – Investments in Unconsolidated Joint Ventures We owned a 50% interest in a joint venture (the “Berkley JV”) formed to acquire and operate The Berkley, a 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. On February 28, 2020, in connection with a refinancing, the Berkley JV repaid the acquisition loan in full and replaced it with a new 7-year, $33.0 million loan (the “New Berkley Loan”) which bore interest at a fixed rate of 2.717% and was interest only during the initial five years. We and our joint venture partner were joint and several recourse carve-out guarantors under the New Berkley Loan. In October 2021, we entered into a loan agreement with our joint venture partner (see Note 6 – Loans Payable and Secured Line of Credit – The Berkley Partner Loan), which was repaid in full when this property was sold in April 2022. The Berkley JV sold The Berkley in April 2022 for a sale price of $70.8 million. In connection with the sale of the property, the Berkley JV recognized a gain on sale of approximately $9.0 million as well as a gain of $2.0 million upon settlement of the underlying interest rate swap. We own a 10% interest in the 250 North 10 th th th th th th guaranty executed by us. Our share of the equity totaling approximately $5.9 million was funded through the Partner Loan from our joint venture partner. See Note 6 - Loans Payable and Secured Line of Credit – Note Payable (250 North 10 th As we do not control the 250 North 10 th September 30, December 31, 2022 2021 ASSETS Real estate, net $ 114,225 $ 164,143 Cash and cash equivalents 1,336 1,244 Restricted cash 694 891 Tenant and other receivables, net 246 225 Prepaid expenses and other assets, net 2,106 315 Intangible assets, net 9,496 21,527 Total assets $ 128,103 $ 188,345 LIABILITIES Mortgages payable, net $ 80,448 $ 112,934 Accounts payable and accrued expenses 1,504 1,849 Total liabilities 81,952 114,783 MEMBERS’ EQUITY Members’ equity 49,777 87,654 Accumulated deficit (3,626) (14,092) Total members’ equity 46,151 73,562 Total liabilities and members’ equity $ 128,103 $ 188,345 Our investments in unconsolidated joint ventures $ 4,494 $ 17,938 The statements of operations for our unconsolidated joint ventures for the three and nine months ended September 30, 2022 and 2021 are as follows (dollars in thousands): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues Rental revenues $ 2,617 $ 3,291 $ 8,639 $ 9,455 Total revenues 2,617 3,291 8,639 9,455 Operating Expenses Property operating expenses 879 1,004 2,760 3,000 Real estate taxes 15 25 57 75 General and administrative — 3 (10) 8 Amortization 449 583 1,525 1,897 Depreciation 654 985 2,377 2,957 Total operating expenses 1,997 2,600 6,709 7,937 Operating income 620 691 1,930 1,518 Gain on sale of real estate — — 8,981 — Gain on sale of interest rate swap — — 2,005 — Interest expense (717) (959) (2,429) (2,855) Interest expense - amortization of deferred finance costs (46) (71) (174) (216) Interest income (expense) - change in fair market value of interest rate swap — 193 153 (544) Net (loss) income $ (143) $ (146) $ 10,466 $ (2,097) Our equity in net (loss) income from unconsolidated joint ventures $ (14) $ — $ 5,292 $ (636) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 14 – Subsequent Events There were no subsequent events requiring adjustment to, or disclosure in, the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include our financial statements and the financial statements of our wholly-owned subsidiaries. The accompanying unaudited consolidated interim financial information also conform with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Management believes that the disclosures presented in these unaudited consolidated financial statements are adequate to make the information presented not misleading. In management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited consolidated interim financial information should be read in conjunction with our December 31, 2021 audited consolidated financial statements filed on Form 10-K/A, (the “2021 Annual Report”). |
Principles of Consolidation | a. Principles of Consolidation - th We are required to consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of September 30, 2022, we concluded that 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 entity’s economic performance. In situations where we and our partner equally share authority, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. |
Investments in Unconsolidated Joint Ventures | b. Investments in Unconsolidated Joint Ventures - th |
Use of Estimates | c. Use of Estimates |
Reportable Segments | d. Reportable Segments |
Concentrations of Credit Risk | e. Concentrations of Credit Risk |
Real Estate | f. Real Estate 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 |
Residential Condominium Units for Sale | g. Residential Condominium Units for Sale 77 Greenwich is a condominium development project which includes residential condominium units that are ready for sale. Residential condominium units for sale as of September 30, 2022 and December 31, 2021 includes 77 Greenwich, and in all cases, excludes costs of development for the residential condominium units at 77 Greenwich that were sold. The residential condominium units for sale are stated at the lower of cost or net realizable value. Management considers relevant cash flows relating to budgeted project costs and estimated costs to complete, estimated sales velocity, expected proceeds from the sales of completed condominium units, including any potential declines in market values, and other available information in assessing whether the 77 Greenwich development project is impaired. Residential condominium units are evaluated for impairment based on the contracted and projected sales prices compared to the total estimated cost to construct. Any calculated impairments are recorded immediately in cost of sales. Management does not believe that the value of our unsold residential condominium units was impaired at either September 30, 2022 or December 31, 2021. |
Valuation of Long-Lived Assets | h. Valuation of Long-Lived Assets |
Fair Value Measurements | i. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to the fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 |
Cash and Cash Equivalents | j. Cash and Cash Equivalents |
Restricted Cash | k. Restricted Cash |
Revenue Recognition | l. Revenue Recognition and comprehensive loss as “rental revenues.” Also, these reimbursements of expenses are recognized within revenue in the period the expenses are incurred. We assess the collectability of our accounts receivable related to tenant revenues. We applied the guidance under ASC 842 in assessing our lease payments: if collection of rents under specific operating leases is not probable, then we recognize the lesser of that lease’s rental income on a straight-line basis or cash received, plus variable rents as earned. Once this assessment is completed, we apply a general reserve, as provided under ASC 450-20, if applicable. Revenues on sale of residential condominiums reflects the gross sales price from sales of residential condominium units which are recognized at the time of the closing of a sale, when title to and possession of the units are transferred to the buyer. Our performance obligation, to deliver the agreed-upon condominium, is generally satisfied in less than one year from the original contract date. Cash proceeds from unit closings held in escrow for our benefit are included in restricted cash in the consolidated balance sheets. Customer cash deposits on residential condominiums that are in contract are recorded as restricted cash and the related liability is recorded in accounts payable and accrued expenses in our consolidated balance sheets. |
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 September 30, 2022 and December 31, 2021, we determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2022, our tax returns for the years ended December 31, 2018 through December 31, 2021 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2017 or 2018, depending on the jurisdiction, through December 31, 2021. 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 – Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in-capital in stockholders’ equity. |
Reclassifications | s . Reclassifications - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Property, Plant and Equipment | Category Terms Buildings and improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life Furniture and fixtures 5 - 8 years |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate, Net | |
Schedule of Real Estate Properties | As of September 30, 2022 and December 31, 2021, real estate, net, includes the following (dollars in thousands): September 30, December 31, 2022 2021 As Restated Building and building improvements $ 51,141 $ 51,141 Tenant improvements 221 200 Furniture and fixtures 847 775 Land and land improvements 28,847 28,847 81,056 80,963 Less: accumulated depreciation 15,710 13,629 $ 65,346 $ 67,334 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Assets, Net | |
Schedule of prepaid expenses and other assets | As of September 30, 2022 and December 31, 2021, prepaid expenses and other assets, net, include the following (dollars in thousands): September 30, December 31, 2022 2021 Prepaid expenses $ 2,401 $ 673 Deferred finance costs 2,184 2,184 Other 3,217 2,736 7,802 5,593 Less: accumulated amortization 1,845 1,467 $ 5,957 $ 4,126 |
Loans Payable and Secured Lin_2
Loans Payable and Secured Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, excluding extension options, were as follows (dollars in thousands): Year of Maturity Principal 2022 $ — 2023 210,287 2024 35,750 2025 — 2026 — 246,037 Less: deferred finance costs, net (4,970) Total loans, secured line of credit, and note payable, net $ 241,067 |
Schedule of consolidated interest (income) expense | Consolidated interest expense, net includes the following (dollars in thousands): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 As Restated As Restated Interest expense $ 4,932 $ 5,473 $ 13,759 $ 15,743 Interest capitalized (1,383) (3,106) (4,146) (10,728) Interest income — — — (1) Interest expense, net $ 3,549 $ 2,367 $ 9,613 $ 5,014 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation | |
Schedule of Share - based compensation stock incentive plan | Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Weighted Weighted Average Fair Average Fair Number of Value at Number of Value at Shares Grant Date Shares Grant Date Balance available, beginning of period 1,569,449 - 548,370 - Additional shares approved by stockholders - - 1,500,000 - Granted to employees (333,500) $ 1.84 (310,000) $ 1.25 Granted to non-employee directors (59,641) $ 1.43 (61,167) $ 1.77 Deferred under non-employee director's deferral program (105,065) $ 1.43 (107,754) $ 1.77 Forfeitures by former employees 60,500 $ 1.68 — - Balance available, end of period 1,131,743 - 1,569,449 - |
Schedule of share- based compensation restricted stock units award activity | Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Weighted Weighted Average Fair Average Fair Number of Value at Grant Number of Value at Grant Shares Date Shares Date Non-vested at beginning of period 551,083 $ 2.14 469,000 $ 3.43 Granted RSUs 333,500 $ 1.84 310,000 $ 1.25 Vested (286,084) $ 2.20 (227,917) $ 3.59 Forfeited by former employees (60,500) $ 1.68 — $ — Non-vested at end of period 537,999 $ 1.82 551,083 $ 2.14 |
Investments in Unconsolidated_2
Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments in Unconsolidated Joint Ventures | |
Schedule of balance sheets for the unconsolidated joint venture | The combined balance sheets for our unconsolidated joint ventures at September 30, 2022 and December 31, 2021 are as follows (dollars in thousands): September 30, December 31, 2022 2021 ASSETS Real estate, net $ 114,225 $ 164,143 Cash and cash equivalents 1,336 1,244 Restricted cash 694 891 Tenant and other receivables, net 246 225 Prepaid expenses and other assets, net 2,106 315 Intangible assets, net 9,496 21,527 Total assets $ 128,103 $ 188,345 LIABILITIES Mortgages payable, net $ 80,448 $ 112,934 Accounts payable and accrued expenses 1,504 1,849 Total liabilities 81,952 114,783 MEMBERS’ EQUITY Members’ equity 49,777 87,654 Accumulated deficit (3,626) (14,092) Total members’ equity 46,151 73,562 Total liabilities and members’ equity $ 128,103 $ 188,345 Our investments in unconsolidated joint ventures $ 4,494 $ 17,938 |
Schedule of statement of operations for unconsolidated joint ventures | The statements of operations for our unconsolidated joint ventures for the three and nine months ended September 30, 2022 and 2021 are as follows (dollars in thousands): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Revenues Rental revenues $ 2,617 $ 3,291 $ 8,639 $ 9,455 Total revenues 2,617 3,291 8,639 9,455 Operating Expenses Property operating expenses 879 1,004 2,760 3,000 Real estate taxes 15 25 57 75 General and administrative — 3 (10) 8 Amortization 449 583 1,525 1,897 Depreciation 654 985 2,377 2,957 Total operating expenses 1,997 2,600 6,709 7,937 Operating income 620 691 1,930 1,518 Gain on sale of real estate — — 8,981 — Gain on sale of interest rate swap — — 2,005 — Interest expense (717) (959) (2,429) (2,855) Interest expense - amortization of deferred finance costs (46) (71) (174) (216) Interest income (expense) - change in fair market value of interest rate swap — 193 153 (544) Net (loss) income $ (143) $ (146) $ 10,466 $ (2,097) Our equity in net (loss) income from unconsolidated joint ventures $ (14) $ — $ 5,292 $ (636) |
Business (Details)
Business (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Nov. 30, 2022 item | Oct. 31, 2022 item | Sep. 30, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 31, 2020 | |
Total cash and restricted cash | $ 11,672 | $ 24,845 | $ 12,649 | $ 16,069 | |||
Cash and cash equivalents | 2,190 | 4,310 | 917 | 6,515 | |||
Restricted cash | 9,482 | $ 20,535 | $ 11,732 | $ 9,554 | |||
Secured line of credit | $ 3,000 | ||||||
Greenwich NY 77 | |||||||
Number of additional residential condominium units closed or under contract | item | 3 | 3 | 25 | ||||
Federal | |||||||
Operating Loss Carryforwards | $ 268,000 | ||||||
250 North 10th JV | |||||||
Equity Method Investment, Ownership Percentage | 10% | 10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Depreciation (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Building and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building and improvements | Maximum | |
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 |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | Maximum | |
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) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 $ / shares shares | Sep. 30, 2022 USD ($) segment $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2021 $ / shares | Dec. 22, 2020 $ / shares | |
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | ||||
Number of reportable segment | segment | 1 | ||||||
Provision for impairment | $ 0 | $ 0 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.31 | $ 4.50 | |||||
Unamortized deferred finance costs | 4,970,000 | 4,970,000 | |||||
Loans Payable and Secured Line of Credit. | |||||||
Unamortized deferred finance costs | 2,800,000 | 2,800,000 | 5,100,000 | ||||
Corporate Credit Facility | |||||||
Unamortized deferred finance costs | $ 2,200,000 | $ 2,200,000 | $ 2,900,000 | ||||
Restricted Stock [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 228,060 | 290,074 | 228,060 | 290,074 | |||
Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7,179,000 | 7,179,000 | 7,179,000 | 7,179,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.31 | $ 4.31 | $ 4.31 | $ 4.31 |
Residential Condominium Units_2
Residential Condominium Units for Sale (Details) - item | 4 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Greenwich NY 77 | ||
Number of residential condominium units closed | 14 | 11 |
Real Estate, Net - Properties (
Real Estate, Net - Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real Estate, Net | ||
Building and building improvements | $ 51,141 | $ 51,141 |
Tenant improvements | 221 | 200 |
Furniture and fixtures | 847 | 775 |
Land and land improvements | 28,847 | 28,847 |
Real Estate Investment Property, at Cost | 81,056 | 80,963 |
Less: accumulated depreciation | 15,710 | 13,629 |
Real Estate Investment Property, Net, Total | $ 65,346 | $ 67,334 |
Real Estate, Net - Additional I
Real Estate, Net - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
May 31, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Real Estate, Net | ||||||
Depreciation | $ 695,000 | $ 693,000 | $ 2,100,000 | $ 2,100,000 | ||
Percentage of property leased | 100% | |||||
Finite-Lived Intangible Assets, Net | 11,100,000 | $ 11,100,000 | $ 11,100,000 | |||
Accumulated amortization | 3,200,000 | $ 2,700,000 | ||||
Amortization of Intangible Assets | 185,000 | $ 185,000 | 555,000 | $ 555,000 | ||
Aggregate fees paid by SCA to the Company | 46,200,000 | 46,200,000 | ||||
Remaining fees to be paid by SCA to the Company | 390,000 | 390,000 | ||||
SCA | ||||||
Real Estate, Net | ||||||
Contract Receivable | 41,500,000 | 41,500,000 | ||||
Construction Supervision Fee receivable | $ 5,000,000 | 5,000,000 | ||||
Construction Costs Reimbursed | $ 51,700,000 | |||||
237 11th Property | ||||||
Real Estate, Net | ||||||
Purchase price of property | $ 81,200,000 | |||||
Business Acquisition, Transaction Costs | $ 700,000 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Assets, Net | ||
Prepaid expenses | $ 2,401 | $ 673 |
Deferred finance costs | 2,184 | 2,184 |
Other | 3,217 | 2,736 |
Prepaid Expense And Other Assets Gross | 7,802 | 5,593 |
Less: accumulated amortization | 1,845 | 1,467 |
Prepaid Expense and Other Assets | $ 5,957 | $ 4,126 |
Loans Payable and Secured Lin_3
Loans Payable and Secured Line of Credit - Additional Information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 20, 2021 USD ($) | Jan. 31, 2020 USD ($) $ / shares | Jan. 15, 2020 USD ($) | Apr. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) item | May 31, 2018 USD ($) | Sep. 30, 2022 USD ($) item $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) item $ / shares | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | Nov. 10, 2021 USD ($) | Dec. 22, 2020 $ / shares | Dec. 31, 2017 USD ($) | |
Accrued interest | $ 4,900,000 | $ 3,800,000 | |||||||||||||
Deferred finance fees | 4,970,000 | ||||||||||||||
Loans Payable | $ 191,870,000 | 219,249,000 | |||||||||||||
Maximum number of committees of the board, that the Designee can sit | item | 3 | ||||||||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 4.31 | $ 4.50 | |||||||||||||
Delayed draw facility | $ 3,000,000 | ||||||||||||||
Proceeds from secured line of credit | $ 500,000 | $ 4,200,000 | |||||||||||||
250 North 10th JV | |||||||||||||||
Equity Method Investment, Ownership Percentage | 10% | 10% | |||||||||||||
Sterling National Bank [Member] | |||||||||||||||
Maximum borrowing capacity | $ 12,750,000 | ||||||||||||||
RCG LV Debt VI REIT LLC [Member] | |||||||||||||||
Principal amount | $ 15,400,000 | ||||||||||||||
Mezzanine Loan | |||||||||||||||
Accrued interest | 4,500,000 | 1,100,000 | |||||||||||||
Term of the debt | 3 years | ||||||||||||||
Loans Payable | 30,300,000 | 30,300,000 | |||||||||||||
Debt Instrument Blended Effective Interest Rate | 10.50% | ||||||||||||||
Debt Instrument, Number of Extensions | item | 2 | ||||||||||||||
Debt Instrument , Extension Term | 1 year | ||||||||||||||
Increase in loans including accrued interest | $ 22,770,000 | ||||||||||||||
Previously accrued interest | $ 770,000 | ||||||||||||||
Principal amount | $ 7,500,000 | ||||||||||||||
Greenwich NY 77 | |||||||||||||||
Loans Payable | 159,400,000 | ||||||||||||||
Principal amount | $ 189,500,000 | ||||||||||||||
Loans Payable 2018, 237 11th Loans | |||||||||||||||
Delayed draw facility | $ 4,250,000 | ||||||||||||||
Debt Instrument, Interest Rate Terms | loan bearing interest at a blended average rate of 3.72% over the 30-day LIBOR, each with a one-year extension option upon satisfaction of certain conditions. | ||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 25% | ||||||||||||||
Exit fee (as a percent) | 1% | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.25% | ||||||||||||||
Debt Instrument Exit Fee Rate, Increase (Decrease) | 50% | ||||||||||||||
Repayment of loans and secured line of credit | $ 56,400,000 | ||||||||||||||
Debt Instrument, Exit Fees | $ 567,000 | ||||||||||||||
Principal amount | $ 67,800,000 | ||||||||||||||
Loans Payable 2018, 237 11th Loans | Minimum | |||||||||||||||
Interest rate basis (as a percent) | 50% | ||||||||||||||
Partner Loan | |||||||||||||||
Term of the debt | 4 years | 1 year | |||||||||||||
Loans Payable | 5,900,000 | 5,900,000 | |||||||||||||
Threshold Maximum Common Stock Price Per Share, To Trigger Prepayment Of Debt Instrument | $ / shares | $ 6.50 | ||||||||||||||
Interest rate | 7% | 10% | |||||||||||||
Amount available for interest payments | $ 500,000 | ||||||||||||||
Amount funded at closing | $ 10,100,000 | ||||||||||||||
Principal amount | $ 5,900,000 | $ 5,900,000 | 10,500,000 | ||||||||||||
250 North 10th Loan | |||||||||||||||
Term of the debt | 15 years | ||||||||||||||
Interest rate | 3.39% | ||||||||||||||
Principal amount | $ 82,750,000 | ||||||||||||||
New 237 11th Loans | |||||||||||||||
Term of the debt | 2 years | ||||||||||||||
Debt Instrument, Number of Extensions | item | 3 | ||||||||||||||
Debt Instrument , Extension Term | 1 year | ||||||||||||||
Proceeds From Debt Reserved To Cover Debt Service, Operating Expense Shortfall And Leasing Related Costs | $ 1,500,000 | ||||||||||||||
Interest rate | 3.05% | ||||||||||||||
Principal amount | $ 52,400,000 | ||||||||||||||
New Senior Loan | |||||||||||||||
Initial advance at closing | 48,800,000 | 48,700,000 | |||||||||||||
Principal amount | $ 50,000,000 | ||||||||||||||
New Mezzanine Loan | |||||||||||||||
Initial advance at closing | 10,000,000 | 10,000,000 | |||||||||||||
Principal amount | 10,000,000 | ||||||||||||||
Interest Rate Cap Agreement New 237 11 Loan | |||||||||||||||
Debt Instrument, Unamortized Premium | 32,500 | ||||||||||||||
Derivative, Notional Amount | $ 60,000,000 | ||||||||||||||
Interest rate | 2.50% | ||||||||||||||
77 Mortgage Loan | |||||||||||||||
Term of the debt | 2 years | ||||||||||||||
Loans Payable | 105,600,000 | ||||||||||||||
Accrued PIK interest | 4,300,000 | ||||||||||||||
Repayment of loans and secured line of credit | 41,300,000 | ||||||||||||||
Maximum borrowing capacity | 166,700,000 | ||||||||||||||
Proceeds from debt issuance used to fund construction and carry costs while condo units are being sold | $ 33,600,000 | ||||||||||||||
Proceeds from secured line of credit | 9,400,000 | ||||||||||||||
Threshold amount of accrued and unpaid PIK interest and additional unused fee | 91,000,000 | ||||||||||||||
Threshold amount for accrual of interests and additional unused fee | $ 4,500,000 | ||||||||||||||
Percentage of Additional Unused Fee | 1% | ||||||||||||||
Additional unused amount | $ 3,000,000 | ||||||||||||||
Minimum total return for mortgage lender | $ 15,260,000 | ||||||||||||||
Percentage of additional amounts advanced | 10% | ||||||||||||||
Principal amount | $ 133,100,000 | ||||||||||||||
77 Mortgage Loan | Letter of credit | |||||||||||||||
Minimum total return for mortgage lender | $ 4,000,000 | ||||||||||||||
Borrower guaranteed reduced amount | 3,000,000 | ||||||||||||||
Pay-down amount per square feet of unsold residential units | $ 625 | ||||||||||||||
77 Mortgage Loan | Principal balance below $91.0 Million | |||||||||||||||
Interest rate basis (as a percent) | 7% | ||||||||||||||
Interest rate | 7.25% | ||||||||||||||
77 Mortgage Loan | Principal balance equal or greater than $91.0 Million | |||||||||||||||
Interest rate basis (as a percent) | 9.25% | ||||||||||||||
77 Mortgage Loan | LIBOR | Principal balance equal or greater than $91.0 Million | |||||||||||||||
Interest rate basis (as a percent) | 9% | ||||||||||||||
Corporate Credit Facility | |||||||||||||||
Increase in maximum borrowing capacity | $ 25,000,000 | ||||||||||||||
Deferred finance fees | 2,200,000 | 2,900,000 | |||||||||||||
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 “Cash Pay Interest Rate”) which increases by 0.125% every six-month period from the initial closing date, subject to increase during the extension periods. | ||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.125% | ||||||||||||||
Commitment fee | $ 1,850,000 | $ 2,450,000 | |||||||||||||
Commitment fee, payable on the initial draw (as a percent) | 50% | ||||||||||||||
Commitment fee, payable on subsequent draws (as a percent) | 50% | ||||||||||||||
Exit fee (as a percent) | 1% | ||||||||||||||
Multiple On Invested Capital (as a percent) | 30% | ||||||||||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100% | ||||||||||||||
Common stock repurchase through proceeds from debt, amount authorized | $ 2,000,000 | ||||||||||||||
Common stock repurchase through other sources of cash, amount authorized | $ 1,500,000 | ||||||||||||||
Threshold minimum loan outstanding (as a percent) | 50% | ||||||||||||||
Number of board members who can be appointed by the lender | item | 1 | ||||||||||||||
Reduction in commitments made by CCF | $ 7,500,000 | ||||||||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 4.50 | $ 6.50 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.875% | 9.50% | |||||||||||||
Debt amount used to calculate the MOIC | $ 35,750,000 | ||||||||||||||
Maximum borrowing capacity | $ 70,000,000 | ||||||||||||||
Corporate Credit Facility | Greenwich NY 77 | |||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 70% | ||||||||||||||
Corporate Credit Facility | Minimum | |||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 90% | ||||||||||||||
Corporate Credit Facility | Maximum | |||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 100% | ||||||||||||||
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% | ||||||||||||||
Secured Line of Credit | |||||||||||||||
Loans Payable | $ 9,750,000 | $ 12,750,000 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.25% | 3.25% |
Loans Payable and Secured Lin_4
Loans Payable and Secured Line of Credit - Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Principal maturities of loans, secured line of credit and note payable | |
2023 | $ 210,287 |
2024 | 35,750 |
Total | 246,037 |
Less: deferred finance costs, net | (4,970) |
Total loans, secured line of credit, and note payable, net | $ 241,067 |
Loans Payable and Secured Lin_5
Loans Payable and Secured Line of Credit - Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Loans Payable and Secured Line of Credit | ||||
Interest expense | $ 4,932 | $ 5,473 | $ 13,759 | $ 15,743 |
Interest capitalized | (1,383) | (3,106) | (4,146) | (10,728) |
Interest income | (1) | |||
Interest expense, net | $ 3,549 | $ 2,367 | $ 9,613 | $ 5,014 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) | 1 Months Ended | 120 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Overfunded pension balance | $ 2,000,000 | $ 2,000,000 | $ 1,600,000 |
Syms Sponsored Plan [Member] | |||
Payment for Pension Benefits | $ 6,100,000 | ||
Amount funded by Company to the plan | $ 400,000 |
Commitments - Additional inform
Commitments - Additional information (Details) - Fifth Avenue New York [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Leases, Rent Expense | $ 118,000 | $ 112,000 | $ 353,000 | $ 331,000 |
Operating Leases, Future Minimum Payments Due | $ 1,200,000 | $ 1,200,000 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Federal NOLs utilized to date | $ 20.1 |
Valuation Allowance | 74.8 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards | 182.1 |
Federal | |
Operating Loss Carryforwards | 268 |
New York State [Member] | |
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | 27.9 |
New York City [Member] | |
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 22.9 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | |||||
Sep. 30, 2021 shares | Sep. 30, 2022 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Oct. 31, 2021 $ / shares | Aug. 31, 2021 USD ($) | Dec. 22, 2020 $ / shares | Dec. 31, 2019 USD ($) shares | |
Capital Stock Shares authorized. | 120,000,000 | ||||||||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |||||||
Special Stock, Shares Authorized | 1 | ||||||||
Special Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |||||||
Excess Stock, Shares Authorized | 1 | 1 | |||||||
Common Stock, Shares Issued | 43,417,662 | 43,024,424 | |||||||
Common Stock, Shares Outstanding | 36,877,140 | 36,626,549 | |||||||
Warrant liability | $ | $ 151,000 | $ 1,146,000 | |||||||
Warrants, term | 10 years | ||||||||
Warrants to purchase common stock issued (in shares) | 7,179,000 | ||||||||
Warrants, Exercise Price (in dollars per share) | $ / shares | $ 4.31 | $ 4.50 | |||||||
Threshold minimum beneficial ownership (as a percent) | 5% | 5% | |||||||
Threshold maximum percentage of issued and outstanding common stock, after exercise of warrants (as a percent) | 19.90% | ||||||||
Unrealized gain (loss) on warrants | $ | $ 995,000 | $ (192,000) | |||||||
Number of board members who can be appointed by the warrant holder | item | 1 | ||||||||
Preemptive rights period | 5 years | ||||||||
Share repurchase program, authorized amount | $ | $ 5,000,000 | ||||||||
Share repurchase program, number of shares repurchased (in shares) | 250,197 | ||||||||
Share repurchase program, average price paid per share (in dollars per share) | $ / shares | $ 1.93 | ||||||||
Share repurchase program, approximate dollar value of shares available for purchase | $ | $ 4,500,000 | ||||||||
Stock repurchase program, shares repurchased, amount | $ | $ 483,361 | ||||||||
Common Stock | |||||||||
Shares issued | 150,000 | 150,000 | |||||||
Series A And B Preferred Stock [Member] | |||||||||
Excess Stock, Shares Authorized | 1 | ||||||||
ATM Program | |||||||||
Stock Issuance Program, Maximum Amount Authorized | $ | $ 10,000,000 | ||||||||
ATM Program | Common Stock | |||||||||
Gross proceeds from issuance of common stock | $ | 1,400,000 | ||||||||
Stock issuance costs, professional and brokerage fees | $ | $ 169,000 | ||||||||
Shares issued | 0 | 701,327 | |||||||
ATM Program | Common Stock | Weighted Average | |||||||||
Share price (in dollars per share) | $ / shares | $ 1.95 | ||||||||
Preferred Stock | |||||||||
Preferred Stock, Shares Authorized | 2 | 2 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |||||||
Blank Check Preferred Stock | |||||||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Balance available, beginning of period | 1,569,449 | 548,370 |
Additional shares approved by stockholders | 0 | 1,500,000 |
Deferred under non-employee director's deferral program | (105,065) | (107,754) |
Number of Shares, Forfeitures by former employees | 60,500 | 0 |
Balance available, end of period | 1,131,743 | 1,569,449 |
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 | 1.43 | 1.77 |
Weighted Average Fair Value at Grant Date, Forfeitures by former employees | 1.68 | 0 |
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 | (59,641) | (61,167) |
Weighted Average Fair Value at Grant Date, Granted | $ 1.43 | $ 1.77 |
Share-based Payment Arrangement, Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Granted | (333,500) | (310,000) |
Weighted Average Fair Value at Grant Date, Granted | $ 1.84 | $ 1.25 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Non-vested at beginning of period | 551,083 | 469,000 |
Number of Shares, Granted RSUs | 333,500 | 310,000 |
Number of Shares, Vested | (286,084) | (227,917) |
Number of Shares, Forfeitures by former employees | (60,500) | |
Number of Shares, Non-vested at end of period | 537,999 | 551,083 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 2.14 | $ 3.43 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 1.84 | 1.25 |
Weighted Average Fair Value at Grant Date, Vested | 2.20 | 3.59 |
Weighted Average Fair Value at Grant Date, Forfeitures by former employees | 1.68 | |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 1.82 | $ 2.14 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | ||||
Sep. 09, 2015 | Jun. 30, 2021 | Jun. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Stock Repurchased During Period, Shares | 250,197 | ||||||||
Deferred Compensation Arrangement with Individual Shares Outstanding | 389,978 | 389,978 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 0 | 1,500,000 | |||||||
Other Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Restricted Stock or Unit Expense | $ 85,000 | $ 254,000 | |||||||
Board Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Shares issued | 55,686 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Allocated Share-based Compensation Expense | 127,000 | $ 106,000 | $ 379,000 | $ 317,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 340,000 | 340,000 | |||||||
Stock based compensation capitalized | 9,000 | $ 27,000 | $ 36,000 | $ 97,000 | |||||
Shares issued | 366,099 | ||||||||
Stock Repurchased During Period, Shares | 171,196 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 333,500 | 310,000 | |||||||
Restricted Stock Units (RSUs) [Member] | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Maximum | |||||||||
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 | $ 6,000 | $ 30,000 | |||||||
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% | ||||||||
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 | 1,500,000 | 1,000,000 |
Investments in Unconsolidated_3
Investments in Unconsolidated Joint Ventures - Additional information (Details) - USD ($) | 1 Months Ended | |||||||
Feb. 28, 2020 | Jan. 31, 2020 | Jan. 15, 2020 | Apr. 30, 2022 | Oct. 31, 2021 | Dec. 31, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | $ 4,500,000 | |||||||
Fair Value Liability | $ 77,000 | $ 272,000 | ||||||
Berkley JV | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Sale Price Of Property | $ 70,800,000 | |||||||
Gain on sale of real estate | 9,000,000 | |||||||
Gain on sale of interest rate swap | $ 2,000,000 | |||||||
Berkley Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Purchase Price Of Property | $ 68,885,000 | |||||||
New 7-year Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt Instrument Period | 5 years | |||||||
Debt Instrument Prepayment Premium | $ 33,000,000 | |||||||
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 | $ 5,900,000 | $ 5,900,000 | $ 10,500,000 | |||||
Debt Instrument, Term | 4 years | 1 year | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | 10% | ||||||
Threshold Maximum Common Stock Price Per Share, To Trigger Prepayment Of Debt Instrument | $ 6.50 | |||||||
250 North 10th Loan | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Purchase Price Of Property | 137,750,000 | |||||||
Debt Instrument, Face Amount | $ 82,750,000 | |||||||
Debt Instrument, Term | 15 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.39% | |||||||
Berkley JV | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||
250 North 10th JV | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 10% | 10% |
Investments in Unconsolidated_4
Investments in Unconsolidated Joint Ventures - Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||||
Real estate, net | $ 65,346 | $ 67,334 | ||
Cash and cash equivalents | 2,190 | 4,310 | $ 917 | $ 6,515 |
Restricted cash | 9,482 | 20,535 | $ 11,732 | $ 9,554 |
Prepaid expenses and other assets, net | 5,957 | 4,126 | ||
Intangible assets, net | 7,877 | 8,432 | ||
Total assets | 297,826 | 341,170 | ||
LIABILITIES | ||||
Accounts payable and accrued expenses | 16,659 | 17,864 | ||
Total liabilities | 259,018 | 291,163 | ||
STOCKHOLDERS' EQUITY | ||||
Accumulated deficit | (47,903) | (36,196) | ||
Accumulated other comprehensive loss | (987) | (1,343) | ||
Total liabilities and stockholders' equity | 297,826 | 341,170 | ||
Our investments in unconsolidated joint ventures | 4,494 | 17,938 | ||
Unconsolidated Joint Ventures | ||||
ASSETS | ||||
Real estate, net | 114,225 | 164,143 | ||
Cash and cash equivalents | 1,336 | 1,244 | ||
Restricted cash | 694 | 891 | ||
Tenant and other receivables, net | 246 | 225 | ||
Prepaid expenses and other assets, net | 2,106 | 315 | ||
Intangible assets, net | 9,496 | 21,527 | ||
Total assets | 128,103 | 188,345 | ||
LIABILITIES | ||||
Mortgages payable, net | 80,448 | 112,934 | ||
Accounts payable and accrued expenses | 1,504 | 1,849 | ||
Total liabilities | 81,952 | 114,783 | ||
STOCKHOLDERS' EQUITY | ||||
Members' equity | 49,777 | 87,654 | ||
Accumulated deficit | (3,626) | (14,092) | ||
Total members' equity | 46,151 | 73,562 | ||
Total liabilities and stockholders' equity | 128,103 | 188,345 | ||
Our investments in unconsolidated joint ventures | $ 4,494 | $ 17,938 |
Investments in Unconsolidated_5
Investments in Unconsolidated Joint Ventures - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Rental revenues | $ 1,477 | $ 967 | $ 3,968 | $ 1,991 |
Total revenues | 19,006 | 2,425 | 32,710 | 3,751 |
Operating Expenses | ||||
Property operating expenses | 1,220 | 897 | 2,790 | 4,692 |
Real estate taxes | 486 | 271 | 1,292 | 429 |
General and administrative | 1,431 | 1,440 | 4,436 | 4,070 |
Total operating expenses | 21,015 | 5,162 | 39,242 | 14,070 |
Operating loss | (2,009) | (2,737) | (6,532) | (10,319) |
Interest expense | (3,549) | (2,367) | (9,613) | (5,014) |
Interest expense - amortization of deferred finance costs | (763) | (269) | (1,577) | (1,213) |
Net loss attributable to common stockholders | (6,353) | (3,608) | (11,707) | (17,461) |
Unconsolidated Joint Ventures | ||||
Operating Expenses | ||||
Our equity in net (loss) income from unconsolidated joint ventures | (14) | 5,292 | (636) | |
Unconsolidated Joint Ventures | ||||
Revenues | ||||
Rental revenues | 2,617 | 3,291 | 8,639 | 9,455 |
Total revenues | 2,617 | 3,291 | 8,639 | 9,455 |
Operating Expenses | ||||
Property operating expenses | 879 | 1,004 | 2,760 | 3,000 |
Real estate taxes | 15 | 25 | 57 | 75 |
General and administrative | 3 | (10) | 8 | |
Amortization | 449 | 583 | 1,525 | 1,897 |
Depreciation | 654 | 985 | 2,377 | 2,957 |
Total operating expenses | 1,997 | 2,600 | 6,709 | 7,937 |
Operating loss | 620 | 691 | 1,930 | 1,518 |
Gain on sale of real estate | 8,981 | |||
Gain on sale of interest rate swap | 2,005 | |||
Interest expense | (717) | (959) | (2,429) | (2,855) |
Interest expense - amortization of deferred finance costs | (46) | (71) | (174) | (216) |
Interest income (expense) - change in fair market value of interest rate swap | (193) | (153) | 544 | |
Net loss attributable to common stockholders | $ (143) | $ (146) | $ 10,466 | $ (2,097) |