Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.01 Par Value Per Share | |
Trading Symbol | TPHS | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,199,386 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0000724742 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Real estate, net | $ 62,736,000 | $ 64,651,000 |
Residential condominium units for sale | 183,421,000 | 202,999,000 |
Cash and cash equivalents | 809,000 | 1,548,000 |
Restricted cash | 8,231,000 | 20,507,000 |
Prepaid expenses and other assets, net | 4,323,000 | 3,774,000 |
Investments in unconsolidated joint ventures | 4,386,000 | |
Receivables | 149,000 | 262,000 |
Deferred rents receivable | 234,000 | 163,000 |
Right-of-use asset | 655,000 | 945,000 |
Intangible assets, net | 7,137,000 | 7,692,000 |
Total assets | 267,695,000 | 306,927,000 |
LIABILITIES | ||
Loans payable, net | 190,646,000 | 208,762,000 |
Corporate credit facility, net | 40,169,000 | 34,429,000 |
Secured line of credit, net | 11,750,000 | 9,750,000 |
Note payable | 5,863,000 | |
Accounts payable and accrued expenses | 25,320,000 | 19,018,000 |
Pension liability | 251,000 | 651,000 |
Lease liability | 716,000 | 1,037,000 |
Warrant liability | 3,000 | 76,000 |
Total liabilities | 268,855,000 | 279,586,000 |
Commitments and Contingencies | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.01 par value; 79,999,997 shares authorized; 44,869,497 and 43,448,384 shares issued at September 30, 2023 and December 31, 2022, respectively; 38,103,800 and 36,907,862 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 449,000 | 435,000 |
Additional paid-in capital | 145,228,000 | 144,879,000 |
Treasury stock (6,765,697 and 6,540,522 shares at September 30, 2023 and December 31, 2022, respectively) | (57,637,000) | (57,461,000) |
Accumulated other comprehensive loss | (3,270,000) | (3,626,000) |
Accumulated deficit | (85,930,000) | (56,886,000) |
Total stockholders' (deficit) equity | (1,160,000) | 27,341,000 |
Total liabilities and stockholders' (deficit) equity | 267,695,000 | 306,927,000 |
Blank Check Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred Stock Value | ||
Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred Stock Value |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Special stock, par value (in dollars 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 value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 79,999,997 | 79,999,997 |
Common stock, shares issued | 44,869,497 | 43,448,384 |
Common stock, shares outstanding | 38,103,800 | 36,907,862 |
Treasury Stock, common shares | 6,765,697 | 6,540,522 |
Blank Check Preferred Stock | ||
Preferred stock, per value (in dollars 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, per value (in dollars 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 (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Rental revenues | $ 1,460 | $ 1,477 | $ 4,396 | $ 3,968 |
Other income | 29 | 20 | 173 | 46 |
Sales of residential condominium units | 9,162 | 17,509 | 27,483 | 28,696 |
Total revenues | 10,651 | 19,006 | 32,052 | 32,710 |
Operating Expenses | ||||
Property operating expenses | 786 | 1,220 | 2,864 | 2,790 |
Real estate taxes | 668 | 486 | 1,582 | 1,292 |
General and administrative | 1,511 | 1,431 | 4,790 | 4,436 |
Pension related costs | 144 | 158 | 431 | 473 |
Cost of sales - residential condominium units | 9,779 | 16,714 | 27,257 | 27,238 |
Transaction related costs | 113 | |||
Depreciation and amortization | 1,006 | 1,006 | 3,009 | 3,013 |
Total operating expenses | 13,894 | 21,015 | 40,046 | 39,242 |
Operating loss | (3,243) | (2,009) | (7,994) | (6,532) |
Equity in net (loss) income from unconsolidated joint ventures | (14) | (4) | 802 | |
Equity in net gain on sale of unconsolidated joint venture property | 3,065 | 4,490 | ||
Unrealized gain on warrants | 14 | 64 | 70 | 995 |
Interest expense, net | (7,901) | (3,549) | (21,423) | (9,613) |
Interest expense - amortization of deferred finance costs | (758) | (763) | (2,583) | (1,577) |
Loss before taxes | (11,888) | (6,271) | (28,869) | (11,435) |
Tax expense | (82) | (175) | (272) | |
Net loss attributable to common stockholders | (11,888) | (6,353) | (29,044) | (11,707) |
Other comprehensive (loss) income: | ||||
Unrealized gain on pension liability | 119 | 119 | 356 | 356 |
Comprehensive loss attributable to common stockholders | $ (11,769) | $ (6,234) | $ (28,688) | $ (11,351) |
Loss per share - basic | $ (0.31) | $ (0.17) | $ (0.76) | $ (0.31) |
Loss per share - diluted | $ (0.30) | $ (0.17) | $ (0.75) | $ (0.31) |
Weighted average number of common shares - basic | 38,789 | 37,260 | 38,134 | 37,184 |
Weighted average number of common shares - diluted | 38,789 | 37,260 | 38,134 | 37,184 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (unaudited) - 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, 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 ending of period at Sep. 30, 2022 | $ 434 | 144,725 | $ (57,461) | (47,903) | (987) | 38,808 |
Balance at ending of period (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 ending of period at Sep. 30, 2022 | $ 434 | 144,725 | $ (57,461) | (47,903) | (987) | 38,808 |
Balance at ending of period (in shares) at Sep. 30, 2022 | 43,418 | (6,541) | ||||
Balance at beginning of period at Dec. 31, 2022 | $ 435 | 144,879 | $ (57,461) | (56,886) | (3,626) | 27,341 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 43,448 | (6,541) | ||||
Net loss attributable to common stockholders | (29,044) | (29,044) | ||||
Settlement of warrants | $ 8 | (5) | 3 | |||
Settlement of warrants (in shares) | 750 | |||||
Settlement of stock awards | $ 6 | $ (176) | (170) | |||
Settlement of stock awards (in shares) | 672 | (225) | ||||
Unrealized gain on pension liability | 356 | 356 | ||||
Stock-based compensation | 354 | 354 | ||||
Balance at ending of period at Sep. 30, 2023 | $ 449 | 145,228 | $ (57,637) | (85,930) | (3,270) | (1,160) |
Balance at ending of period (in shares) at Sep. 30, 2023 | 44,870 | (6,766) | ||||
Balance at beginning of period at Jun. 30, 2023 | $ 448 | 145,114 | $ (57,637) | (74,042) | (3,389) | 10,494 |
Balance at beginning of period (in shares) at Jun. 30, 2023 | 44,804 | (6,766) | ||||
Net loss attributable to common stockholders | (11,888) | (11,888) | ||||
Settlement of stock awards | $ 1 | 1 | ||||
Settlement of stock awards (in shares) | 66 | |||||
Unrealized gain on pension liability | 119 | 119 | ||||
Stock-based compensation | 114 | 114 | ||||
Balance at ending of period at Sep. 30, 2023 | $ 449 | $ 145,228 | $ (57,637) | $ (85,930) | $ (3,270) | $ (1,160) |
Balance at ending of period (in shares) at Sep. 30, 2023 | 44,870 | (6,766) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to common stockholders | $ (29,044,000) | $ (11,707,000) |
Adjustments to reconcile net loss attributable to common stockholders to net cash (used in) provided by operating activities: | ||
Depreciation and amortization and amortization of deferred finance costs | 5,592,000 | 4,590,000 |
Other non-cash adjustment - paid-in-kind interest | 2,078,000 | |
Stock-based compensation expense | 347,000 | 407,000 |
Gain on sale of joint venture real estate | (3,065,000) | (4,490,000) |
Deferred rents receivable | (71,000) | (9,000) |
Other non-cash adjustments - pension expense | (44,000) | 356,000 |
Unrealized gain on warrants | (70,000) | (995,000) |
Equity in net loss (income) from unconsolidated joint ventures | 4,000 | (802,000) |
Distributions from unconsolidated joint ventures | 1,318,000 | |
Decrease (increase) in operating assets: | ||
Residential condominium units for sale | 19,663,000 | 17,259,000 |
Receivables | 113,000 | 6,000 |
Prepaid expenses and other assets, net | (925,000) | (2,209,000) |
Increase in operating liabilities: | ||
Accounts payable and accrued expenses | 4,397,000 | 3,104,000 |
Net cash (used in) provided by operating activities | (1,025,000) | 6,828,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (163,000) | (93,000) |
Net proceeds from sale of unconsolidated joint venture | 7,240,000 | 17,418,000 |
Net cash provided by investing activities | 7,077,000 | 17,325,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans and corporate credit facility | 5,000,000 | 7,851,000 |
Proceeds from secured line of credit | 2,000,000 | 500,000 |
Repayment of loans | (20,037,000) | (41,886,000) |
Repayment of note payable | (5,863,000) | |
Repayment of secured line of credit | (3,500,000) | |
Settlement of stock awards | (170,000) | (291,000) |
Settlement of warrants | 3,000 | |
Net cash used in financing activities | (19,067,000) | (37,326,000) |
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (13,015,000) | (13,173,000) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 22,055,000 | 24,845,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 9,040,000 | 11,672,000 |
CASH AND CASH EQUIVALENTS, BEGINNING PERIOD | 1,548,000 | 4,310,000 |
RESTRICTED CASH, BEGINNING OF PERIOD | 20,507,000 | 20,535,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 22,055,000 | 24,845,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 809,000 | 2,190,000 |
RESTRICTED CASH, END OF PERIOD | 8,231,000 | 9,482,000 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 9,040,000 | 11,672,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 10,793,000 | 9,624,000 |
Cash paid during the period for: Taxes | 242,000 | 341,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capitalized amortization of deferred financing costs and warrants | 78,000 | 1,480,000 |
Capitalized stock-based compensation expense | $ 7,000 | $ 36,000 |
Business
Business | 9 Months Ended |
Sep. 30, 2023 | |
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 a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete 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 105-unit, 12-story multi-family property located at 237 11 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 also had approximately $305.4 million of federal net operating loss carryforwards (“NOLs”) at September 30, 2023, as well as various state and local NOLs, which can be used to reduce our future taxable income and capital gains. Liquidity and Going Concern; Management’s Plans; Recent Developments Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The COVID-19 pandemic and related matters, including government actions, delayed the completion date of 77 Greenwich, resulting in our needing to fund condominium related carry costs, inclusive of operating costs and real estate taxes, through a delayed and longer sellout period. In addition, shifts in residential consumer sentiment and changes to the broader and local economies, have had a significant adverse impact on our business. More recently, world events, the economic downturn, regional bank failures, an unprecedented rapid increase in interest rates, tighter lending standards and a corresponding decrease in lending, decrease in stock market valuations, higher levels of inflation, and current financial market challenges have also materially adversely impacted our business. As of September 30, 2023, we had total cash and restricted cash of $9.0 million, of which approximately $809,000 was cash and cash equivalents and approximately $8.2 million was restricted cash. The Company’s cash and cash equivalents will not be sufficient to fund the Company’s operations, debt service, amortization and maturities and corporate expenses beyond the next few months, unless we are able to both extend or refinance or otherwise resolve our maturing debt and also raise additional capital or enter into a strategic transaction creating substantial doubt about our ability to continue as a going concern. As of October 31, 2023, our cash and cash equivalents totaled approximately $583,000. The Company continues to explore a range of potential strategic alternatives, and engaged financial advisors to assist it in evaluating alternatives. In that regard, in August 2023, the Company entered into term sheets with a large unaffiliated asset manager with investment expertise in, among other things, real estate in the public and private markets (the “Potential Strategic Party”), and an affiliate of its corporate credit facility lender and mezzanine lender for investments in the Company and a modification of the Company’s debt, respectively. The Potential Strategic Party has indicated its intent to not proceed with the transaction on the terms provided under the term sheet, although discussions continue. As of November 14, 2023, no strategic transaction has been entered into. The Company has entered into several amendments, extensions and forbearances with its lenders during 2023. Effective in April 2023, the Company’s subsidiary borrower under the secured line of credit entered into an amendment to that agreement extending the maturity date to March 22, 2024 and reducing the interest rate to 2.5% until such date. In July 2023, the Company exercised its first extension option for the 237 11 th that results in the repayment of the CCF or repay the CCF by $5 million from equity proceeds by such date. In August 2023, the Company entered into forbearance agreements with the lenders under its mezzanine loan and corporate credit facility , unless earlier terminated under the terms and conditions of the forbearance agreements, including if the Potential Strategic Party states in writing that it is no longer pursuing a transaction with the Company and is not replaced by a third party pursuing a substantially similar transaction within thirty days In September 2023, the Company also entered into a forbearance agreement with the 77 Greenwich mortgage lender November 15, 2023, unless earlier terminated in accordance with its terms. A condition to continued forbearance in this agreement was not met, but the Company is in active discussions with its 77 Mortgage Lender with respect to additional forbearance and a restructuring and extension of the 77 Mortgage Loan, in connection with the potential strategic transaction. There is no certainty that terms will be agreed upon or, if agreed, the timing of such restructuring, if any. See Note 6 – Loans Payable and Secured Line of Credit for more information regarding the forbearance agreements. We are considering all possible alternatives to conserve cash, including any capital that may be raised in the future, if any, which may include, in addition to continuing to reduce general and administrative expenses as much as possible, de-listing our common stock and “going dark” and ceasing to file SEC reports, taking into account contractual, regulatory and other considerations. We are also evaluating additional alternatives in restructuring our business and our capital structure, including but not limited to, a transaction with an affiliate of our CCF lender to holistically resolve the liabilities under the CCF and address other material liabilities, the restructuring of the 77 Greenwich mortgage loan, filing for bankruptcy protection, liquidating, dissolving and/or seeking another in-court or out-of-court restructuring of our liabilities. Given the Company’s very limited operating cash position, continued challenging credit markets, significantly higher costs of capital, extreme volatility and a slowdown in the residential condominium sales market, there can be no assurance that we will be able to extend or renew all or any of the forbearance agreements, or enter into a strategic transaction or otherwise repay the corporate credit facility or mezzanine loan or mortgage loan before the forbearance agreements terminate, that our cash position will extend through the date on which forbearance terminates or a strategic transaction can be consummated, or that we will be able to secure any particular amount of funds. Whether or not we are able to enter into a transaction, we may not have sufficient resources to pay our advisors and service providers amounts due or claimed. There are also no assurances that we will be able to enter into any future extensions, amendments or waivers with these or other lenders, raise additional capital, refinance indebtedness or enter into other financing arrangements or engage in asset sales or strategic partnerships sufficient to fund our cash needs, on terms satisfactory to us, if at all. Construction at 77 Greenwich has taken longer than projected due to the impact of the pandemic. Sales of residential condominiums at 77 Greenwich have been impeded due to broader economic conditions and outlook, including significantly higher interest rates and the ability to obtain financing due to tighter lending standards. We closed on the sale of 10 residential condominium units since December 31, 2022, for a total of 38 units as of September 30, 2023, of which three were sold in the third quarter of 2023. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 audited consolidated financial statements filed on Form 10-K (the “2022 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. Subsequent to February 2023, we had no VIEs. 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, 2023 and December 31, 2022 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. No provision for impairment was recorded for our unsold residential condominium units during the three or nine months ended September 30, 2023 or 2022, respectively. 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 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 both September 30, 2023 and December 31, 2022, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2023, our tax returns for the years ended December 31, 2019 through December 31, 2022 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 through December 31, 2022, depending on the jurisdiction. We are subject to certain federal, state and local income and franchise taxes. o. Earnings (loss) Per Share number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. 6,429,000 warrants exercisable at $4.31 per share 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, 2023 and 2022. Shares issuable at September 30, 2023 comprising 52,015 restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the three and nine months ended September 30, 2023. Shares issuable at September 30, 2022 comprising 228,060 restricted stock units that had vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the three and nine months ended September 30, 2022. p. Deferred Finance Costs q. Deferred Lease Costs 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, 2023 | |
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, 2023 and December 31, 2022 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 38 closings having occurred through September 30, 2023. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate, Net | |
Real Estate, Net | Note 4 – Real Estate, Net As of September 30, 2023 and December 31, 2022, real estate, net, includes the following (dollars in thousands): September 30, December 31, 2023 2022 Building and building improvements $ 51,141 $ 51,141 Tenant improvements 296 221 Furniture and fixtures 935 847 Land and land improvements 28,847 28,847 81,219 81,056 Less: accumulated depreciation 18,483 16,405 $ 62,736 $ 64,651 Building and building improvements, tenant improvements, furniture and fixtures, and land and land improvements included the 237 11 th and 2022, respectively, and approximately $2.1 million for each of the nine months ended September 30, 2023 and 2022, respectively. In May 2018, we closed on the acquisition of 237 11 th th th As of September 30, 2023 and December 31, 2022, 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 $4.0 million and $3.4 million at September 30, 2023 and December 31, 2022, respectively. Amortization expense amounted to $185,000 for each of the three months ended September 30, 2023 and 2022, respectively, and $555,000 for each of the nine months ended September 30, 2023 and 2022, 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 constructed a school 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, with an aggregate of $46.4 million having been paid to us as of September 30, 2023 from the SCA, with approximately $179,000 remaining to be paid. We have also received an aggregate of $56.0 million in reimbursable construction costs from the SCA through September 30, 2023. 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 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 to students 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, 2023 | |
Prepaid Expenses and Other Assets, Net | |
Prepaid Expenses and Other Assets, Net | Note 5 – Prepaid Expenses and Other Assets, Net As of September 30, 2023 and December 31, 2022, prepaid expenses and other assets, net, include the following (dollars in thousands): September 30, December 31, 2023 2022 Prepaid expenses $ 2,233 $ 2,494 Deferred finance costs warrants 2,184 2,184 Other 2,252 1,066 6,669 5,744 Less: accumulated amortization 2,346 1,970 $ 4,323 $ 3,774 |
Loans Payable and Secured Line
Loans Payable and Secured Line of Credit | 9 Months Ended |
Sep. 30, 2023 | |
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,” or “CCF”), which may be increased by $25.0 million subject to satisfaction of certain conditions and the consent of the lender (the “CCF Lender”). Draws under the Corporate Credit Facility were allowed during the 32-month In connection with the December 2020 transaction noted under “Mezzanine Loan” below, the Company entered into an amendment to the CCF, pursuant to which, among other things, (i) we were permitted to enter into the Mezzanine Loan Agreement (as defined below) and related documents, (ii) the commitment made by the CCF Lender under the CCF was reduced by the $7.5 million, and (iii) the MOIC amount was amended to combine the CCF and the Mezzanine Loan. In addition, the exercise price of the warrants issued in connection with the CCF was amended from $6.50 per share to $4.31 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 closing of the 77 Mortgage Loan and amendment to the Mezzanine Loan described below, we entered into amendments, dated as of October 22, 2021 and November 10, 2021, to our CCF pursuant to which, among other things, the parties agreed that (a) no additional funds will be drawn under the CCF, (b) the minimum liquidity requirement was made consistent with the 77 Mortgage Loan Agreement until May 1, 2023, (c) the Company will repay the outstanding principal balance of the CCF in an amount no less than $7.0 million on or prior to May 1, 2023 and (d) the multiple on invested capital (the “MOIC”) provisions were revised to provide that (i) the MOIC amount due upon final repayment of the CCF was amended to be consistent with the Mezzanine Loan such that if no event of default exists and is continuing under the CCF 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 CCF used to calculate the MOIC was reduced to $35.75 million. We entered into an amendment in November 2022, which eliminated the minimum liquidity requirement. In April 2023, the Company amended the CCF to provide that cash interest payments and the $7.0 million repayment due May 1, 2023 would be deferred until August 31, 2023 (the “Restricted Period”). If the Company has an executed commitment for a financing, sale transaction or other strategic transaction which results in the repayment in full of the obligations under the CCF (a “Strategic Transaction”), the Restricted Period will be extended automatically for 30 days and may be further extended for an additional 30 days upon the approval of the CCF Lender, not to be unreasonably withheld. The CCF Amendment also provides, among other things, that (i) the Company shall either enter into a Strategic Transaction that results in the repayment of the CCF or repay the CCF by $5.0 million from equity proceeds on or prior to the end of the Restricted Period; (ii) the Company shall provide certain additional periodic financial reporting; and (iii) the ability of the Company to make certain previously permitted investments and other payments is suspended until the end of the Restricted Period. In June 2023, we further amended the CCF, which amendment provided, among other things, that (i) the CCF would be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of 237 11th, including the purchase of an interest rate cap, (ii) the interest rate of the CCF was increased by 0.20%, and (iii) certain covenants and other terms of the CCF were revised, including that a refinancing of 237 11 th In August 2023, the Company entered into a forbearance agreement (the “CCF Forbearance Agreement”), pursuant to which the CCF Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period (defined below) with respect to (i) any failure by the Company, as borrower, to make payments under the CCF including, without limitation, the amortization payment in the amount of $7,000,000 on or prior to August 31, 2023 and any cash interest payments and (ii) any failure by the Company, as borrower, to consummate a Strategic Transaction on or prior to August 31, 2023 (the “CCF Forbearance Defaults”). Under the CCF Forbearance Agreement, the period of forbearance (the “Forbearance Period”) ends on the earliest of (i) the consummation of a Strategic Transaction, (ii) an event of default other than the CCF Forbearance Defaults, (iii) the failure of the Company to have entered into term sheets with respect to a Strategic Transaction by August 31, 2023 or to have consummated a Strategic Transaction by December 31, 2023, (iv) a representation made by the Company in the CCF Forbearance Agreement shall fail to be correct in all material respects, (v) the filing of a complaint by the Mortgage Lender to foreclose a Mortgage, as defined in the Mortgage Loan Agreement, or a comparable exercise of remedy thereunder, or (vi) the Potential Strategic Party states in writing that it is no longer pursuing a transaction with the Company and is not replaced by a third party pursuing a substantially similar transaction within thirty days . The CCF 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 Closing Date, subject to increase during the extension periods. The effective interest rate at September 30, 2023 and December 31, 2022 was 10.325% and 10.0%, respectively. A $2.45 million commitment fee was payable 50% on the initial draw and 50% as amounts under the CCF 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 CCF repayments. As of September 30, 2023, we had paid $1.85 million of the commitment fee. With the reduction in the committed amount under the CCF, no further commitment fee is due. The CCF may be prepaid at any time subject to a prepayment premium on the portion of the CCF being repaid. The CCF is subject to certain mandatory prepayment provisions, including that, subject to the terms of the mortgage loan documents 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 CCF. Upon final repayment of the CCF, the MOIC amount equal to 30% of the initial CCF 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 CCF 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 Company determined that the CCF amendment will be treated as a modification with no gain or loss recognized during the three and nine month period ended September 30, 2023 as the carrying amount of the loan was not greater than the respective undiscounted cash flows of the modified loan. The CCF 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 and net worth. The CCF also provides for certain events of default, including cross-defaults to our other loans, and for a guaranty of the CCF obligations by our loan party subsidiaries. Pursuant to the terms of the CCF, so long as the CCF 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. The April 2023 amendment to the CCF also provided the CCF Lender with the right to appoint an independent director to the Company’s Board of Directors (the “Independent Director Designee”), in addition to its existing right to appoint the Designee so long as the advances remain outstanding and the CCF Lender is owed or holds greater than 50% of the sum of the aggregate principal amount of advances outstanding and the aggregate unused commitments. At the election of the CCF Lender, a Board observer may be selected in lieu of the Independent Director Designee. The Independent Director Designee, who was appointed in May 2023, may sit on up to three Board committees and will be automatically included on any Board committee relating to a Strategic Transaction. As of September 30, 2023, the CCF was fully drawn and had an outstanding balance of $40.75 million and $35.75 million at September 30, 2023 and December 31, 2022, respectively, excluding deferred finance fees of $581,000 and $1.3 million, respectively. Accrued interest, which is included in accounts payable and accrued expenses, totaled approximately $9.1 million at September 30, 2023 and $6.1 million at December 31, 2022, of which approximately $419,000 was paid during the first week of January 2023. Loans Payable 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 a portion of the proceeds of the 77 Mortgage Loan, together with the proceeds of an increase in the Mezzanine Loan, the Berkley Partner Loan and funds raised through the Private Placement were used to repay the 77 Greenwich construction facility that the Company entered into in December 2017. At the time of the closing of the 77 Mortgage Loan in October 2021, $33.6 million was available to be used to, among other things, complete construction of 77 Greenwich and fund carry costs while the residential condominium units are being sold. The 77 Mortgage Loan had a two-year term and matured on October 1, 2023. The 77 Mortgage Loan is secured by the Mortgage Borrower’s fee interest in 77 Greenwich. In May 2023, the loan benchmark was converted from LIBOR to SOFR. The 77 Mortgage Loan bears interest at a rate per annum equal to the greater of (i) 7.00% in excess of SOFR 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 SOFR and (ii) 9.25%. The all-in interest rate was 12.08% at September 30, 2023. 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 was 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 had the discretion to force fund the remaining balance other than the Additional Amount into a reserve account held by 77 Mortgage Lender and disbursed in accordance with the terms of the 77 Mortgage Loan Agreement. The 77 Mortgage Lender elected to force fund the 77 Mortgage Loan in October 2022. 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 fees, 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. The 77 Mortgage Loan Agreement also includes additional customary affirmative and negative covenants for loans of this type. In November 2022, we amended the 77 Mortgage Loan to, amongst other things, extend the Final Completion date to September 29, 2023 and eliminate the liquidity requirement. The Company is in active discussions with the 77 Mortgage Lender to amend the 77 Mortgage Loan, inclusive of an extension of the Final Completion date. At that time, we drew down $3.0 million under the letter of credit to fund an interest reserve and $1.0 million to pay down the PIK balance. The Company determined that the 77 Mortgage Loan was considered a troubled debt restructuring due to a decrease in the post restructuring effective interest rate. The Company determined that the 77 Mortgage Loan will be treated as a modification with no gain or loss recognized during the nine month period ended September 30, 2023 as the carrying amount of the loan was not greater than the respective undiscounted cash flows of the modified loan. In September 2023, the Company and the Mortgage Borrower entered into a forbearance agreement effective as of September 1, 2023 (the “Mortgage Loan Forbearance Agreement”), for the purpose of providing additional time for the Company to pursue a potential strategic transaction, pursuant to which the Mortgage Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period, as defined below, with respect to any failure by the Mortgage Borrower to (i) make payments under the Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity and (ii) achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the Mortgage Loan Agreement) or make the related prepayment as and when required (the “MLA Forbearance Defaults”), for a period ending on the earlier of November 15, 2023 or the occurrence of other events specified therein. A condition to continued forbearance in this agreement was not met, but the Company is in active discussions with its 77 Mortgage Lender with respect to additional forbearance and a restructuring and extension of the 77 Mortgage Loan, in connection with a potential strategic transaction. There is no certainty that terms will be agreed upon or, if agreed, the timing of such restructuring, if any. 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. As of February 28, 2023, we had received TCOs for 100% of the residential condominium units, lobby, Cloud Club (lounge, terrace, game room, dining room, kitchen and kids play room), mechanical rooms, and portions of the cellar (including the bike and storage rooms.) Our offering plan was declared effective in March 2021. As of September 30, 2023, the 77 Mortgage Loan had a balance of $100.5 million, which includes $6.7 million in PIK interest. Through September 30, 2023, the 77 Mortgage loan was paid down by approximately $69.9 million through closed sales of residential condominium units. 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 for 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, which owns 100% of the equity interests in the borrower under the 77 Mortgage Loan. As of September 30, 2023, the annual blended interest rate for the 77 Mortgage Loan and the Mezzanine Loan was 12.08%. 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 CCF. The Mezzanine Loan may not be prepaid prior to prepayment in full of the 77 Mortgage Loan, but if the 77 Mortgage Loan is being prepaid in full, the Mezzanine Loan may be prepaid simultaneously therewith. Subject to the prior sentence the Mezzanine Loan may be prepaid in whole or in part, without penalty or premium (other than payment of the MOIC amount, if applicable, as provided above), upon prior written notice to 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 substantially consistent with the Company’s existing guarantees made to the 77 Mortgage Lender in connection with the 77 Greenwich Mortgage Loan. 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 reflects interest previously accrued under the original Mezzanine Loan, (ii) reflected 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). In November 2022, we amended the Mezzanine Loan Agreement to, amongst other things, extend the Final Completion date to September 29, 2023 and eliminate the liquidity requirement. The Company is in active discussions with the 77 Mortgage Lender to amend the 77 Mortgage Loan, inclusive of an extension of the Final Completion date. In August 2023, the Company and its subsidiary borrower (the “Mezzanine Borrower”) entered into a forbearance agreement (the “Mezzanine Loan Forbearance Agreement”), pursuant to which the Mezzanine Lender agreed to forbear from exercising its rights and remedies during the Forbearance Period, as defined below, with respect to (i) the failure by the Mortgage Borrower, or the Mezzanine Borrower, to make payments under the Mortgage Loan Agreement or the Mezzanine Loan Agreement, respectively, including regular monthly interest payments and principal and interest due at maturity, and (ii) the failure by the Mortgage Borrower or the Mezzanine Borrower to achieve any Milestone Construction Hurdles, or satisfy the Quarterly Sales Hurdle, as such terms are defined in the Mortgage Loan Agreement and Mezzanine Loan Agreement, respectively, or make the related prepayment as and when required (the “Mezzanine Forbearance Defaults”). The Mezzanine Loan Forbearance Agreement provides that the period of forbearance (the “Forbearance Period”) ends on the earliest of (i) the consummation of a Strategic Transaction, (ii) an event of default other than the Mezzanine Forbearance Defaults, (iii) the failure of the Company to have entered into term sheets with respect to a Strategic Transaction by August 31, 2023 or to have consummated a Strategic Transaction by December 31, 2023, (iv) a representation made by the Company in the Mezzanine Forbearance Agreement shall fail to be correct in all material respects, (v) the filing of a complaint by the Mortgage Lender to foreclose a Mortgage, as defined in the Mortgage Loan Agreement, or a comparable exercise of remedy thereunder, or (vi) the Potential Strategic Party states in writing that it is no longer pursuing a transaction with the Company and is not replaced by a third party pursuing a substantially similar transaction within thirty days . As of September 30, 2023, the Mezzanine Loan had a balance of $30.3 million and accrued interest totaled approximately $9.8 million. 237 11 th Loans In June 2021, we entered into a $50.0 million senior loan (the “237 11 th th th th th In June 2021, we also entered into an interest rate cap agreement as required under the 237 11 th In December 2022, we amended the 237 11 th th th As of September 30, 2023, the blended interest rate was 5.35% per year. The SOFR-based floating rate 237 11 th The 237 11 th th th As of September 30, 2023 and December 31, 2022, there was an outstanding balance of $50.0 million on the 237 11 th th Secured Line of Credit Our $11.75 million secured line of credit is secured by the Paramus, New Jersey property. The Paramus property had been under contract for sale pursuant to a purchase and sale agreement, which was subject to site plan approval. The agreement was terminated by the buyer in January 2023. The secured line of credit was scheduled to mature on May 22, 2023 and bore interest at the prime rate. Effective with an April 2023 amendment, the maturity date was extended to March 22, 2024 and the interest rate was reduced to 2.5% during the period from April 2023 to the new maturity date. The secured line of credit is pre-payable at any time without penalty. This secured line of credit had an outstanding balance of $11.75 million and $9.75 million at September 30, 2023 and December 31, 2022, respectively, and an effective interest rate of 2.5% and 7.5% as of September 30, 2023 and December 31, 2022, respectively. The Company determined that the secured line of credit was considered a troubled debt restructuring due to a decrease in the post restructuring effective interest rate. The Company determined that the secured line of credit will be treated as a modification with no gain or loss recognized during the nine month period ended September 30, 2023 as the carrying amount of the loan was not greater than the respective undiscounted cash flows of the modified loan. Note Payable (250 North 10 th Partner Loan) We owned 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, corporate credit facility and secured line of credit as of September 30, 2023, excluding extension options and potential acceleration in connection with the defaults described above, were as follows (in thousands): Year of Maturity Principal 2023 $ 130,816 2024 112,500 2025 — 2026 — 2027 — 243,316 Less: deferred finance costs, net (751) Total loans, corporate credit facility and secured line of credit, net $ 242,565 Interest Consolidated interest expense, net includes the following (in thousands): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Interest expense $ 7,901 $ 4,932 $ 22,112 $ 13,759 Interest capitalized — (1,383) (689) (4,146) Interest expense, net $ 7,901 $ 3,549 $ 21,423 $ 9,613 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 and Corporate Credit Facility approximated their carrying values as they are variable-rate instruments under Level 2. The secured line of credit approximated its carrying value as it is a fixed-rate near term maturity instruments under Level 2. The warrant liability is recorded at fair value under Level 2. On an annual recurring basis, we are required to use fair value measures when measuring plan assets of our pension plans. As we elected to adopt the measurement date provisions of ASC 715, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of March 4, 2007, we were required to determine the fair value of our pension plan assets as of December 31, 2022. The fair value of pension plan assets was $12.6 million at December 31, 2022. These assets are valued in active liquid markets under Level 2. We recognized the fair values of all derivatives in prepaid expenses and other assets, net on our consolidated balance sheets based on Level 2 information. Derivatives that are not hedges are adjusted to fair value through earnings. The changes in the fair value of the derivative is offset against the change in fair value of the hedged asset through interest expense, net for the three and nine months ended September 30, 2023 and 2022, respectively. Reported net loss may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of hedging instruments and hedged items, but will have no effect on cash flows. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2023 and December 31, 2022 (in thousands): Fair Value Asset as of September 30, Fair Value Asset as of December 31, Change in Fair Value September 30, Change in Fair Value September 30, Notional Amount All-In Capped Rate Interest Rate Cap Expiration Date 2023 2022 2023 2022 Interest Rate Caps: 77 Mortgage Loan $ 135 $ 1,298 $ (1,163) $ 745 $ 67,000 2.5 % 11/1/2023 237 11 th 1,314 707 607 482 $ 60,000 2.5 % 7/9/2024 Included in prepaid expenses and other assets, net $ 1,449 $ 2,005 $ (556) $ 1,227 |
Pension Plan
Pension Plan | 9 Months Ended |
Sep. 30, 2023 | |
Pension Plan | |
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, 2023 and December 31, 2022, we had recorded an underfunded pension balance of approximately $251,000 and $651,000, respectively, which is included in pension liability on the accompanying consolidated balance sheets. We have begun the process to terminate the plan under a standard termination. We may be required to make additional contributions to the plan so that the assets of the plan are sufficient to satisfy all benefit liabilities as of the final termination date. We plan to continue to maintain the Syms pension plan and make all contributions required, if any, under applicable minimum funding rules through the plan termination date. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $6.5 million to the Syms sponsored plan from September 17, 2012 through September 30, 2023. 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 2023. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
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 for each of the three months ended September 30, 2023 and 2022, respectively, and approximately $348,000 for each of the nine months ended September 30, 2023 and 2022, respectively. The remaining cash lease obligation, excluding any extension options, for our corporate office is approximately $704,000 through March 31, 2025 and is as follow (in thousands): Future Minimum Year Ended Rentals 2023 $ 118 2024 470 2025 116 Total undiscounted lease payments $ 704 Discount 12 Lease Liability $ 716 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, 2023 | |
Income Taxes | |
Income Taxes | Note 10 – Income Taxes As of September 30, 2023, we had federal NOLs of approximately $305.4 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. Since 2009 through September 30, 2023, we have utilized approximately $20.1 million of our federal NOLs. As of September 30, 2023, we also had state NOLs of approximately $246.6 million. These state NOLs have various expiration dates through 2042, 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 $88.2 million as of September 30, 2023. 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 the deferred tax asset. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022, there were 44,869,497 shares and 43,448,384 shares of common stock issued, respectively, and 38,103,800 shares and 36,907,862 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 CCF (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. In December 2020, the Company entered into the Warrant Agreement Amendment, whereby the exercise price of the warrants issued in connection with the CCF 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. In connection with the June 2023 amendment to the CCF (See Note 6 – Loans Payable and Secured Line of Credit), the parties entered into an amendment to the Warrant Agreement, pursuant to which the number of shares of common stock purchasable under the Warrants was reduced by 750,000 shares, and the Company issued 750,000 shares of common stock to the CCF Lender. As of September 30, 2023, 6,429,000 warrants were outstanding. The Warrants were valued at approximately $3,000 and $76,000 at September 30, 2023 and December 31, 2022, respectively. The unrealized gain of $70,000 and $995,000 from the change in fair value of the Warrants during the nine months ended September 30, 2023 and 2022, 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 CCF, as 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, who was appointed in May 2023, or observer may be appointed pursuant to the terms of the CCF. 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, 2023, 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, 2023 or the year ended December 31, 2022. 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, 2023 | |
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, 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, and in June 2023, our stockholders approved an increase to the number of shares of common stock available for awards under the SIP by 2,000,000 shares. Our SIP activity as of September 30, 2023 and December 31, 2022 was as follows: Nine Months Ended Year Ended September 30, 2023 December 31, 2022 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 1,057,824 - 1,569,449 - Additional shares approved by stockholders 2,000,000 - — - Granted to employees (381,760) $ 0.68 (333,500) $ 1.84 Granted to non-employee directors (158,351) $ 0.56 (86,408) $ 1.25 Deferred under non-employee director's deferral program (251,768) $ 0.57 (152,217) $ 1.25 Forfeitures by former employees — - 60,500 $ 1.68 Balance available, end of period 2,265,945 - 1,057,824 - 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 During the nine months ended September 30, 2023, we granted 381,760 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, 2023 and 2022 totaled $79,000 and $127,000, respectively, of which no amount and approximately $9,000, 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, 2023 and 2022 totaled $288,000 and $379,000, respectively, of which approximately $2,000 and $36,000, 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, 2023 December 31, 2022 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 527,999 $ 1.80 551,083 $ 2.14 Granted RSUs 381,760 $ 0.68 333,500 $ 1.84 Vested (362,176) $ 1.49 (296,084) $ 2.22 Forfeited by former employees — $ — (60,500) $ 1.68 Non-vested at end of period 547,583 $ 1.16 527,999 $ 1.80 As of September 30, 2023, there was approximately $202,000 of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized through December 2025. During the nine months ended September 30, 2023, we issued 548,221 shares of common stock to employees and executive officers to settle vested RSUs from previous RSU grants. In connection with those transactions, we repurchased 260,634 shares to provide for the employees’ withholding tax liabilities. During the nine months ended September 30, 2023, we issued 158,351 shares of immediately vested common stock to non-employee directors who received a portion of their annual compensation in shares of the Company’s common stock. 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, 2023, a total of 688,898 stock units have been deferred under the Deferral Program. |
Investments in Unconsolidated J
Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2023 | |
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 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 owned a 10% interest in the 250 North 10 th th th loan (the “250 North 10 th th th th As we did not control the 250 North 10 th September 30, December 31, 2023 2022 ASSETS Real estate, net $ — $ 113,571 Cash and cash equivalents — 1,345 Restricted cash — 731 Tenant and other receivables, net — 197 Prepaid expenses and other assets, net — 2,185 Intangible assets, net — 9,047 Total assets $ — $ 127,076 LIABILITIES Mortgages payable, net $ — $ 80,495 Accounts payable and accrued expenses — 1,507 Total liabilities — 82,002 MEMBERS’ EQUITY Members’ equity — 48,677 Accumulated deficit — (3,603) Total members’ equity — 45,074 Total liabilities and members’ equity $ — $ 127,076 Our investments in unconsolidated joint ventures $ — $ 4,386 The combined statements of operations for the unconsolidated joint ventures through the date of sale for the three months and nine months ended September 30, 2023 and 2022 are as follows (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, 2023 2022 2023 2022 Revenues Rental revenues $ — $ 2,617 $ 1,788 $ 8,639 Total revenues — 2,617 1,788 8,639 Operating Expenses Property operating expenses — 879 563 2,760 Real estate taxes — 15 10 57 General and administrative — — — (10) Amortization — 449 299 1,525 Depreciation — 654 437 2,377 Total operating expenses — 1,997 1,309 6,709 Gain on sale of real estate — — — 8,981 Operating income — 620 479 10,911 Gain on sale of interest rate swap — — — 2,005 Interest expense — (717) (483) (2,429) Interest expense - amortization of deferred finance costs — (46) (31) (174) Interest income - change in fair market value of interest rate swap — — — 153 Net (loss) income $ — $ (143) $ (35) $ 10,466 Our equity in net (loss) income from unconsolidated joint ventures $ — $ (14) $ — $ 5,292 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 14 – Subsequent Events Other than as disclosed above and elsewhere in these consolidated financial statements, there were no subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 audited consolidated financial statements filed on Form 10-K (the “2022 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. Subsequent to February 2023, we had no VIEs. |
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, 2023 and December 31, 2022 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. No provision for impairment was recorded for our unsold residential condominium units during the three or nine months ended September 30, 2023 or 2022, respectively. |
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 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 both September 30, 2023 and December 31, 2022, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 2023, our tax returns for the years ended December 31, 2019 through December 31, 2022 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 through December 31, 2022, depending on the jurisdiction. We are subject to certain federal, state and local income and franchise taxes. |
Earnings (loss) Per Share | o. Earnings (loss) Per Share number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. 6,429,000 warrants exercisable at $4.31 per share 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, 2023 and 2022. Shares issuable at September 30, 2023 comprising 52,015 restricted stock units that have vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the three and nine months ended September 30, 2023. Shares issuable at September 30, 2022 comprising 228,060 restricted stock units that had vested but not yet settled were excluded from the computation of diluted loss per share because the awards would have been antidilutive for the three and nine months ended September 30, 2022. |
Deferred Finance Costs | p. Deferred Finance Costs |
Deferred Lease Costs | q. Deferred Lease Costs |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 | |
Real Estate, Net | |
Schedule of real estate properties | As of September 30, 2023 and December 31, 2022, real estate, net, includes the following (dollars in thousands): September 30, December 31, 2023 2022 Building and building improvements $ 51,141 $ 51,141 Tenant improvements 296 221 Furniture and fixtures 935 847 Land and land improvements 28,847 28,847 81,219 81,056 Less: accumulated depreciation 18,483 16,405 $ 62,736 $ 64,651 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Assets, Net | |
Schedule of prepaid expenses and other assets | As of September 30, 2023 and December 31, 2022, prepaid expenses and other assets, net, include the following (dollars in thousands): September 30, December 31, 2023 2022 Prepaid expenses $ 2,233 $ 2,494 Deferred finance costs warrants 2,184 2,184 Other 2,252 1,066 6,669 5,744 Less: accumulated amortization 2,346 1,970 $ 4,323 $ 3,774 |
Loans Payable and Secured Lin_2
Loans Payable and Secured Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable and Secured Line of Credit | |
Schedule of combined aggregate principal maturities of our loans | Combined aggregate principal maturities of our loans, corporate credit facility and secured line of credit as of September 30, 2023, excluding extension options and potential acceleration in connection with the defaults described above, were as follows (in thousands): Year of Maturity Principal 2023 $ 130,816 2024 112,500 2025 — 2026 — 2027 — 243,316 Less: deferred finance costs, net (751) Total loans, corporate credit facility and secured line of credit, net $ 242,565 |
Schedule of consolidated interest (income) expense | Consolidated interest expense, net includes the following (in thousands): Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Interest expense $ 7,901 $ 4,932 $ 22,112 $ 13,759 Interest capitalized — (1,383) (689) (4,146) Interest expense, net $ 7,901 $ 3,549 $ 21,423 $ 9,613 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Schedule of consolidated hedging instruments | Fair Value Asset as of September 30, Fair Value Asset as of December 31, Change in Fair Value September 30, Change in Fair Value September 30, Notional Amount All-In Capped Rate Interest Rate Cap Expiration Date 2023 2022 2023 2022 Interest Rate Caps: 77 Mortgage Loan $ 135 $ 1,298 $ (1,163) $ 745 $ 67,000 2.5 % 11/1/2023 237 11 th 1,314 707 607 482 $ 60,000 2.5 % 7/9/2024 Included in prepaid expenses and other assets, net $ 1,449 $ 2,005 $ (556) $ 1,227 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments | |
Schedule of remaining lease obligation | Future Minimum Year Ended Rentals 2023 $ 118 2024 470 2025 116 Total undiscounted lease payments $ 704 Discount 12 Lease Liability $ 716 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation | |
Schedule of share - based compensation stock incentive plan | Nine Months Ended Year Ended September 30, 2023 December 31, 2022 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 1,057,824 - 1,569,449 - Additional shares approved by stockholders 2,000,000 - — - Granted to employees (381,760) $ 0.68 (333,500) $ 1.84 Granted to non-employee directors (158,351) $ 0.56 (86,408) $ 1.25 Deferred under non-employee director's deferral program (251,768) $ 0.57 (152,217) $ 1.25 Forfeitures by former employees — - 60,500 $ 1.68 Balance available, end of period 2,265,945 - 1,057,824 - |
Schedule of share- based compensation restricted stock units award activity | Nine Months Ended Year Ended September 30, 2023 December 31, 2022 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 527,999 $ 1.80 551,083 $ 2.14 Granted RSUs 381,760 $ 0.68 333,500 $ 1.84 Vested (362,176) $ 1.49 (296,084) $ 2.22 Forfeited by former employees — $ — (60,500) $ 1.68 Non-vested at end of period 547,583 $ 1.16 527,999 $ 1.80 |
Investments in Unconsolidated_2
Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments in Unconsolidated Joint Ventures | |
Schedule of balance sheets for the unconsolidated joint venture | The combined balance sheets for the unconsolidated joint ventures at September 30, 2023 and December 31, 2022 are as follows (in thousands): September 30, December 31, 2023 2022 ASSETS Real estate, net $ — $ 113,571 Cash and cash equivalents — 1,345 Restricted cash — 731 Tenant and other receivables, net — 197 Prepaid expenses and other assets, net — 2,185 Intangible assets, net — 9,047 Total assets $ — $ 127,076 LIABILITIES Mortgages payable, net $ — $ 80,495 Accounts payable and accrued expenses — 1,507 Total liabilities — 82,002 MEMBERS’ EQUITY Members’ equity — 48,677 Accumulated deficit — (3,603) Total members’ equity — 45,074 Total liabilities and members’ equity $ — $ 127,076 Our investments in unconsolidated joint ventures $ — $ 4,386 |
Schedule of statement of operations for unconsolidated joint ventures | The combined statements of operations for the unconsolidated joint ventures through the date of sale for the three months and nine months ended September 30, 2023 and 2022 are as follows (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, 2023 2022 2023 2022 Revenues Rental revenues $ — $ 2,617 $ 1,788 $ 8,639 Total revenues — 2,617 1,788 8,639 Operating Expenses Property operating expenses — 879 563 2,760 Real estate taxes — 15 10 57 General and administrative — — — (10) Amortization — 449 299 1,525 Depreciation — 654 437 2,377 Total operating expenses — 1,997 1,309 6,709 Gain on sale of real estate — — — 8,981 Operating income — 620 479 10,911 Gain on sale of interest rate swap — — — 2,005 Interest expense — (717) (483) (2,429) Interest expense - amortization of deferred finance costs — (46) (31) (174) Interest income - change in fair market value of interest rate swap — — — 153 Net (loss) income $ — $ (143) $ (35) $ 10,466 Our equity in net (loss) income from unconsolidated joint ventures $ — $ (14) $ — $ 5,292 |
Business (Details)
Business (Details) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 USD ($) item | Sep. 30, 2023 USD ($) item | Oct. 31, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 27, 2023 | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of additional residential condominium units closed or under contract | item | 3 | 10 | ||||||
Number of residential condominium units closed or under contract to date | item | 38 | 38 | ||||||
Total cash and restricted cash | $ 9,040,000 | $ 9,040,000 | $ 22,055,000 | $ 11,672,000 | $ 24,845,000 | |||
Cash and cash equivalents | 809,000 | 809,000 | $ 583,000,000 | 1,548,000 | 2,190,000 | 4,310,000 | ||
Restricted cash | 8,231,000 | $ 8,231,000 | $ 20,507,000 | $ 9,482,000 | $ 20,535,000 | |||
Forbearance agreement period | 30 days | |||||||
Corporate Credit Facility | ||||||||
Forbearance agreement period | 30 days | |||||||
Interest rate (as a percent) | 2.50% | |||||||
Principal amount of debt deferred | $ 7,000,000 | |||||||
Amount of the debt to be prepaid by a specified date if strategic transaction is entered into | $ 5,000,000 | |||||||
Federal | ||||||||
Operating Loss Carryforwards | $ 305,400,000 | $ 305,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Depreciation (Details) | Sep. 30, 2023 |
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 |
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, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) segment $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 22, 2020 $ / shares | |
Number of reportable segment | segment | 1 | |||||
Residential condominium units-for-sale, provision for impairment | $ 0 | $ 0 | $ 0 | $ 0 | ||
Long-lived assets, provision for impairment | 0 | $ 0 | 0 | $ 0 | ||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
Warrants, exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 4.31 | $ 4.50 | |||
Unamortized deferred finance costs | $ 751,000 | $ 751,000 | ||||
Loans Payable and Secured Line of Credit. | ||||||
Unamortized deferred finance costs | 170,000 | 170,000 | 2,100,000 | |||
Corporate Credit Facility | ||||||
Unamortized deferred finance costs | $ 581,000 | $ 581,000 | $ 1,300,000 | |||
Restricted Stock | ||||||
Antidilutive securities excluded from computation of earnings per share | shares | 52,015 | 228,060 | ||||
Warrant | ||||||
Antidilutive securities excluded from computation of earnings per share | shares | 6,429,000 | 6,429,000 | 6,429,000 | 6,429,000 | ||
Warrants, exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 4.31 | $ 4.31 | $ 4.31 |
Residential Condominium Units_2
Residential Condominium Units for Sale (Details) | 25 Months Ended |
Sep. 30, 2023 item | |
Greenwich NY 77 | |
Number of residential condominium units closed | 38 |
Real Estate, Net - Properties (
Real Estate, Net - Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real Estate, Net | ||
Building and building improvements | $ 51,141 | $ 51,141 |
Tenant Improvements | 296 | 221 |
Furniture and fixtures | 935 | 847 |
Land and land improvements | 28,847 | 28,847 |
Real estate investment property at cost, total | 81,219 | 81,056 |
Less: accumulated depreciation | 18,483 | 16,405 |
Real estate investment property net, total | $ 62,736 | $ 64,651 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
REAL ESTATE, NET | ||||||
Depreciation expense | $ 695,000 | $ 695,000 | $ 2,100,000 | $ 2,100,000 | ||
Intangible assets, original valuation | 11,100,000 | 11,100,000 | $ 11,100,000 | |||
Accumulated amortization | 4,000,000 | $ 3,400,000 | ||||
Amortization of intangible assets | 185,000 | $ 185,000 | 555,000 | $ 555,000 | ||
Aggregate fees paid by SCA to the Company | 46,400,000 | 46,400,000 | ||||
Remaining fees to be paid by SCA to the Company | 179,000 | 179,000 | ||||
SCA | ||||||
REAL ESTATE, NET | ||||||
Contract amount for purchase of condominium unit | 41,500,000 | |||||
Construction supervision fee receivable | 5,000,000 | 5,000,000 | ||||
Construction costs reimbursed | $ 56,000,000 | $ 56,000,000 | ||||
237 11th Property | ||||||
REAL ESTATE, NET | ||||||
Purchase price of property | $ 81,200,000 | |||||
Business acquisition, transaction costs | $ 700,000 | |||||
Percentage of property leased | 97.10% |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Assets, Net | ||
Prepaid expenses | $ 2,233 | $ 2,494 |
Deferred finance costs warrants | 2,184 | 2,184 |
Other | 2,252 | 1,066 |
Prepaid expenses and other assets, gross | 6,669 | 5,744 |
Less: accumulated amortization | 2,346 | 1,970 |
Prepaid expenses and other assets, net | $ 4,323 | $ 3,774 |
Loans Payable and Secured Lin_3
Loans Payable and Secured Line of Credit - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Jan. 15, 2020 USD ($) | Aug. 31, 2023 USD ($) | Jul. 31, 2023 | Jun. 30, 2023 USD ($) shares | Apr. 30, 2023 USD ($) item | Feb. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) | Oct. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) item $ / shares | Dec. 31, 2019 USD ($) | Feb. 28, 2023 | Sep. 30, 2023 USD ($) item $ / shares | Sep. 30, 2023 USD ($) item $ / shares | May 01, 2023 USD ($) | Apr. 27, 2023 | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Dec. 22, 2020 $ / shares | Nov. 30, 2020 $ / shares | |
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Long-term debt, gross | $ 243,316,000 | $ 243,316,000 | ||||||||||||||||||
Deferred finance fees | 751,000 | 751,000 | ||||||||||||||||||
Loans payable, net | $ 190,646,000 | $ 190,646,000 | $ 208,762,000 | |||||||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 4.31 | $ 4.50 | |||||||||||||||||
Repayment of notes payable | $ 5,863,000 | |||||||||||||||||||
Principal amount | $ 5,900,000 | |||||||||||||||||||
Temporary certificate of occupancy, percentage | 100% | |||||||||||||||||||
Forbearance agreement period | 30 days | |||||||||||||||||||
250 North 10th JV | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Equity method investment, ownership percentage | 10% | 10% | ||||||||||||||||||
Mezzanine Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Accrued interest | $ 9,800,000 | $ 9,800,000 | ||||||||||||||||||
Term of the debt | 3 years | |||||||||||||||||||
Loans payable, net | 30,300,000 | $ 30,300,000 | ||||||||||||||||||
Debt instrument blended effective interest rate | 12.08% | |||||||||||||||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100% | |||||||||||||||||||
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 | |||||||||||||||||||
Forbearance agreement period | 30 days | |||||||||||||||||||
Partner Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Term of the debt | 4 years | |||||||||||||||||||
Repayment of notes payable | $ 5,900,000 | |||||||||||||||||||
Interest rate (as a percent) | 7% | |||||||||||||||||||
Principal amount | $ 5,900,000 | |||||||||||||||||||
250 North 10th Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Term of the debt | 15 years | |||||||||||||||||||
Interest rate (as a percent) | 3.39% | |||||||||||||||||||
Principal amount | $ 82,750,000 | |||||||||||||||||||
237 11th Loans | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Term of the debt | 2 years | |||||||||||||||||||
Debt instrument blended effective interest rate | 5.35% | |||||||||||||||||||
Number of extensions | item | 3 | |||||||||||||||||||
Debt instrument extension term | 1 year | 1 year | ||||||||||||||||||
Capped Rate (as a percent) | 2.50% | |||||||||||||||||||
Interest rate cap purchased | $ 1,760,000 | |||||||||||||||||||
Interest rate (as a percent) | 3.05% | |||||||||||||||||||
Debt modification, gain (loss) | $ 0 | |||||||||||||||||||
237 11th Senior Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Loans payable, net | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||
Principal amount | $ 50,000,000 | |||||||||||||||||||
237 11th Mezz Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Term of the debt | 2 years | |||||||||||||||||||
Loans payable, net | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Debt instrument extension term | 1 year | |||||||||||||||||||
Principal amount | $ 10,000,000 | |||||||||||||||||||
Interest Rate Cap Agreement New 237 11 Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Debt instrument, unamortized premium | 32,500 | |||||||||||||||||||
Derivative, notional amount | $ 60,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 2.50% | |||||||||||||||||||
77 Mortgage Loan | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Term of the debt | 2 years | |||||||||||||||||||
Loans payable, net | $ 100,500,000 | 100,500,000 | ||||||||||||||||||
Repayment of loans and secured line of credit | $ 69,900,000 | |||||||||||||||||||
All-in interest rate percentage | 12.08% | 12.08% | ||||||||||||||||||
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 | |||||||||||||||||||
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 | |||||||||||||||||||
Amount drawn under letter of credit to fund an interest reserve | $ 3,000,000 | |||||||||||||||||||
Amount drawn under letter of credit to pay down the PIK balance | $ 1,000,000 | |||||||||||||||||||
Accrued PIK interest | $ 6,700,000 | $ 6,700,000 | ||||||||||||||||||
Debt modification, gain (loss) | 0 | |||||||||||||||||||
77 Mortgage Loan | Principal balance below $91.0 Million | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 7.25% | |||||||||||||||||||
77 Mortgage Loan | Principal balance equal or greater than $91.0 Million | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 9.25% | |||||||||||||||||||
77 Mortgage Loan | SOFR | Principal balance below $91.0 Million | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 7% | |||||||||||||||||||
77 Mortgage Loan | SOFR | Principal balance equal or greater than $91.0 Million | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 9% | |||||||||||||||||||
Corporate Credit Facility | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Increase in maximum borrowing capacity | $ 5,000,000 | $ 25,000,000 | ||||||||||||||||||
Long-term debt, gross | 40,750,000 | 40,750,000 | 35,750,000 | |||||||||||||||||
Deferred finance fees | 581,000 | 581,000 | 1,300,000 | |||||||||||||||||
Accrued interest | $ 9,100,000 | $ 9,100,000 | $ 6,100,000 | |||||||||||||||||
Interest paid | $ 419,000 | |||||||||||||||||||
Term of the debt | 32 months | |||||||||||||||||||
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 Closing Date, subject to increase during the extension periods | |||||||||||||||||||
Debt instrument interest rate | 0.125% | |||||||||||||||||||
Debt Instrument interest rate effective percentage | 10.325% | 10.325% | 10% | |||||||||||||||||
Commitment fee | $ 2,450,000 | $ 1,850,000 | $ 1,850,000 | |||||||||||||||||
Commitment fee, payable on the initial draw (as a percent) | 50% | 50% | ||||||||||||||||||
Commitment fee, payable on subsequent draws (as a percent) | 50% | 50% | ||||||||||||||||||
Exit fee (as a percent) | 1% | 1% | ||||||||||||||||||
Multiple On Invested Capital (as a percent) | 30% | 30% | ||||||||||||||||||
Collateral for loan, equity interests in subsidiaries (as a percent) | 100% | 100% | ||||||||||||||||||
Threshold minimum loan outstanding (as a percent) | 50% | 50% | ||||||||||||||||||
Number of board members who can be appointed by the lender | item | 1 | 1 | ||||||||||||||||||
Maximum number of committees of the board, that the Designee can sit | item | 3 | 3 | 3 | |||||||||||||||||
Reduction in commitments under CCF | $ 7,500,000 | |||||||||||||||||||
Debt amendment, minimum percentage held by lender of the sum of the aggregate principal amount of advances outstanding and aggregate unused commitments to determine if lender is granted the right to appoint an independent director to the Company's Board of Directors | 50% | |||||||||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 6.50 | ||||||||||||||||||
Principal amount of debt deferred | $ 7,000,000 | |||||||||||||||||||
Amount of the debt to be prepaid by a specified date if no strategic transaction is entered into | $ 5,000,000 | |||||||||||||||||||
Debt amount used to calculate the MOIC | $ 35,750,000 | $ 35,750,000 | ||||||||||||||||||
Interest rate (as a percent) | 2.50% | |||||||||||||||||||
Maximum borrowing capacity | $ 70,000,000 | |||||||||||||||||||
Debt modification, gain (loss) | $ 0 | $ 0 | ||||||||||||||||||
Prepayment amount due | $ 7,000,000 | $ 7,000,000 | ||||||||||||||||||
Amount used for general corporate purpose | $ 3,000,000 | |||||||||||||||||||
Interest rate increase | 0.20% | |||||||||||||||||||
Common stock issued | shares | 750,000 | |||||||||||||||||||
Forbearance agreement period | 30 days | |||||||||||||||||||
Debt amendment, automatic renewal period | 30 days | |||||||||||||||||||
Debt amendment, renewal period upon approval of the Lender | 30 days | |||||||||||||||||||
Amount of the debt to be prepaid by a specified date if strategic transaction is entered into | $ 5,000,000 | |||||||||||||||||||
Corporate Credit Facility | Greenwich NY 77 | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 70% | 70% | ||||||||||||||||||
Corporate Credit Facility | Minimum | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 90% | 90% | ||||||||||||||||||
Corporate Credit Facility | Maximum | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Net cash proceeds of residential condominium sales (as a percent) | 100% | 100% | ||||||||||||||||||
Amount to be used for extension of loans | $ 2,000,000 | |||||||||||||||||||
Corporate Credit Facility | PIK Interest Rate | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 5.25% | |||||||||||||||||||
Corporate Credit Facility | Cash Pay Interest Rate | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Interest rate basis (as a percent) | 4% | |||||||||||||||||||
Secured Line of Credit | ||||||||||||||||||||
Loans Payable and Secured Line of Credit | ||||||||||||||||||||
Loans payable, net | $ 11,750,000 | $ 11,750,000 | $ 9,750,000 | |||||||||||||||||
Debt Instrument interest rate effective percentage | 2.50% | 2.50% | 7.50% | |||||||||||||||||
Interest rate (as a percent) | 2.50% | |||||||||||||||||||
Maximum borrowing capacity | $ 11,750,000 | $ 11,750,000 | ||||||||||||||||||
Debt modification, gain (loss) | $ 0 |
Loans Payable and Secured Lin_4
Loans Payable and Secured Line of Credit - Maturities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Principal maturities of loans, secured line of credit and note payable | |
2023 | $ 130,816 |
2024 | 112,500 |
Total | 243,316 |
Less: deferred finance costs, net | (751) |
Total loans, corporate credit facility and secured line of credit, net | $ 242,565 |
Loans Payable and Secured Lin_5
Loans Payable and Secured Line of Credit - Interest expense, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loans Payable and Secured Line of Credit | ||||
Interest expense | $ 7,901 | $ 4,932 | $ 22,112 | $ 13,759 |
Interest capitalized | (1,383) | (689) | (4,146) | |
Interest expense, net | $ 7,901 | $ 3,549 | $ 21,423 | $ 9,613 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Fair Value Measurements | |
Fair value of pension plan assets | $ 12.6 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Summary of consolidated hedging instruments: | |||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets | ||
Interest Rate Cap, 77 Mortgage Loan | |||
Summary of consolidated hedging instruments: | |||
Notional Amount | $ 67,000 | ||
All-In Capped Rate (as a percent) | 2.50% | ||
Interest Rate Cap, 237 11th Loans | |||
Summary of consolidated hedging instruments: | |||
Notional Amount | $ 60,000 | ||
All-In Capped Rate (as a percent) | 2.50% | ||
Estimate of Fair Value Measurement | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | $ 1,449 | $ 2,005 | |
Estimate of Fair Value Measurement | Interest Rate Cap, 77 Mortgage Loan | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | 135 | 1,298 | |
Estimate of Fair Value Measurement | Interest Rate Cap, 237 11th Loans | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | 1,314 | $ 707 | |
Changes Measurement | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | (556) | $ 1,227 | |
Changes Measurement | Interest Rate Cap, 77 Mortgage Loan | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | (1,163) | 745 | |
Changes Measurement | Interest Rate Cap, 237 11th Loans | |||
Summary of consolidated hedging instruments: | |||
Derivative Assets | $ 607 | $ 482 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) | 1 Months Ended | 132 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |||
Overfunded pension balance | $ 251,000 | $ 251,000 | $ 651,000 |
Syms Sponsored Plan | |||
Payment for Pension Benefits | $ 6,500,000 | ||
Amount funded by Company to the plan | $ 400,000 |
Commitments - Additional inform
Commitments - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments | ||||
Rent expense paid for operating lease | $ 118 | $ 118 | $ 348 | $ 348 |
Remaining lease obligation payments | $ 704 | $ 704 |
Commitments - Remaining lease o
Commitments - Remaining lease obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments | ||
2023 | $ 118 | |
2024 | 470 | |
2025 | 116 | |
Total undiscounted lease payments | 704 | |
Discount | (12) | |
Lease liability | $ 716 | $ 1,037 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Federal NOLs utilized to date | $ 20.1 |
Valuation Allowance | 88.2 |
State and Local Jurisdiction | |
Operating Loss Carryforwards | 246.6 |
Federal | |
Operating Loss Carryforwards | 305.4 |
New York State | |
Discontinued operation, tax effect of adjustment to prior period gain (loss) on disposal | 27.9 |
New York City | |
Discontinued operation, tax effect of adjustment to prior period gain (loss) on disposal | $ 22.9 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 shares | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 22, 2020 $ / shares | Nov. 30, 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 Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||
Special stock shares authorized | 1 | 1 | ||||||
Special stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Excess stock shares authorized | 1 | 1 | ||||||
Common stock, shares issued | 44,869,497 | 43,448,384 | ||||||
Common stock, shares outstanding | 38,103,800 | 36,907,862 | ||||||
Warrant liability | $ | $ 3,000 | $ 76,000 | ||||||
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 | $ | $ 70,000 | $ 995,000 | ||||||
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) | 0 | 0 | 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 | |||||||
Corporate Credit Facility | ||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 4.31 | $ 6.50 | ||||||
Number of warrants reduced for settlement in exchange for share | 750,000 | |||||||
Common stock issued | 750,000 | |||||||
Warrants outstanding | 6,429,000 | |||||||
Common Stock | ||||||||
Common stock issued | 750,000 | |||||||
Series A And B Preferred Stock | ||||||||
Excess stock shares authorized | 1 | 1 | ||||||
Preferred Stock | ||||||||
Preferred stock, shares authorized | 2 | 2 | ||||||
Preferred stock, per value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Blank Check Preferred Stock | ||||||||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 | ||||||
Preferred stock, per value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Special stock shares authorized | 40,000,000 | 40,000,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Balance available, beginning of period (in shares) | 1,057,824 | 1,569,449 |
Additional shares approved by stockholders (in shares) | 2,000,000 | 0 |
Deferred under non-employee director's deferral program (in shares) | (251,768) | (152,217) |
Forfeitures by former employees (in shares) | 0 | (60,500) |
Balance available, end of period ( in shares) | 2,265,945 | 1,057,824 |
Deferred under non-employee director's deferral program (in dollars per share) | $ 0.57 | $ 1.25 |
Forfeitures by former employees (in dollars per share) | $ 0 | $ 1.68 |
Share-based Payment Arrangement, Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Granted (in shares) | (158,351) | (86,408) |
Granted (in dollars per share) | $ 0.56 | $ 1.25 |
Share-based Payment Arrangement, Employee | ||
Share-based Compensation Arrangement by Share-based Payment | ||
Granted (in shares) | (381,760) | (333,500) |
Granted (in dollars per share) | $ 0.68 | $ 1.84 |
Stock-Based Compensation- RSU a
Stock-Based Compensation- RSU activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment | ||
Number of Shares, Non-vested at beginning of period | 527,999 | 551,083 |
Number of Shares, Granted RSUs | 381,760 | 333,500 |
Number of Shares, Vested | (362,176) | (296,084) |
Number of Shares, Forfeitures by former employees | (60,500) | |
Number of Shares, Non-vested at end of period | 547,583 | 527,999 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 1.80 | $ 2.14 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 0.68 | 1.84 |
Weighted Average Fair Value at Grant Date, Vested | 1.49 | 2.22 |
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 | $ 1.16 | $ 1.80 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 09, 2015 | Jun. 30, 2021 | Jun. 30, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Stock Repurchased During Period, Shares | 0 | 0 | 250,197 | ||||||
Deferred Compensation Arrangement with Individual Shares Outstanding | 688,898 | 688,898 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,000,000 | 0 | |||||||
Other Employees [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Restricted Stock or Unit Expense | $ 37,000 | $ 144,000 | |||||||
Employees and executive officers [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Shares issued for settlement of stock awards | 548,221 | ||||||||
Stock Repurchased During Period, Shares | 260,634 | ||||||||
Share-based Payment Arrangement, Nonemployee | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Shares issued | 158,351 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment | |||||||||
Total stock-based compensation expense | 79,000 | $ 127,000 | $ 288,000 | $ 379,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 202,000 | 202,000 | |||||||
Stock based compensation, amount capitalized | 0 | $ 9,000 | $ 2,000 | $ 36,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 381,760 | 333,500 | |||||||
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 | $ 0 | $ 2,000 | |||||||
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 | 2,000,000 |
Investments in Unconsolidated_3
Investments in Unconsolidated Joint Ventures - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Feb. 28, 2020 | Jan. 15, 2020 | Feb. 28, 2023 | Apr. 30, 2022 | Dec. 31, 2016 | Sep. 30, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Disposal Group Not Discontinued Operation Gain (Loss) On Disposal Statement Of Income Extensible List Not Disclosed Flag | true | |||||
Debt instrument | $ 5,900 | |||||
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 | |||||
Gain on sale of real estate | 9,000 | |||||
Gain on sale of interest rate swap | $ 2,000 | |||||
Berkley Loan | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Purchase price of property | $ 68,885 | |||||
New Berkley Loan | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt instrument period | 5 years | |||||
Debt instrument | $ 33,000 | |||||
Term of the debt | 7 years | |||||
Debt Instrument interest rate effective percentage | 2.717% | |||||
Partner Loan | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt instrument | $ 5,900 | |||||
Term of the debt | 4 years | |||||
Mortgage loan | 7% | |||||
250 North 10th Loan | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Purchase price of property | $ 137,750 | |||||
Debt instrument | $ 82,750 | |||||
Term of the debt | 15 years | |||||
Mortgage loan | 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% | |||||
Net proceeds from sale of interest in unconsolidated joint venture | $ 1,200 | |||||
Net gain on sale of interest in unconsolidated joint venture | $ 3,100 |
Investments in Unconsolidated_4
Investments in Unconsolidated Joint Ventures - Balance sheet (Details) - USD ($) | Oct. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | |||||
Real estate, net | $ 62,736,000 | $ 64,651,000 | |||
Cash and cash equivalents | $ 583,000,000 | 809,000 | 1,548,000 | $ 2,190,000 | $ 4,310,000 |
Restricted cash | 8,231,000 | 20,507,000 | $ 9,482,000 | $ 20,535,000 | |
Prepaid expenses and other assets, net | 4,323,000 | 3,774,000 | |||
Intangible assets, net | 7,137,000 | 7,692,000 | |||
Total assets | 267,695,000 | 306,927,000 | |||
LIABILITIES | |||||
Accounts payable and accrued expenses | 25,320,000 | 19,018,000 | |||
Total liabilities | 268,855,000 | 279,586,000 | |||
STOCKHOLDERS' EQUITY | |||||
Accumulated deficit | (85,930,000) | (56,886,000) | |||
Total liabilities and stockholders' (deficit) equity | $ 267,695,000 | 306,927,000 | |||
Our investments in unconsolidated joint ventures | 4,386,000 | ||||
Unconsolidated Joint Ventures | |||||
ASSETS | |||||
Real estate, net | 113,571,000 | ||||
Cash and cash equivalents | 1,345,000 | ||||
Restricted cash | 731,000 | ||||
Tenant and other receivables, net | 197,000 | ||||
Prepaid expenses and other assets, net | 2,185,000 | ||||
Intangible assets, net | 9,047,000 | ||||
Total assets | 127,076,000 | ||||
LIABILITIES | |||||
Mortgages payable, net | 80,495,000 | ||||
Accounts payable and accrued expenses | 1,507,000 | ||||
Total liabilities | 82,002,000 | ||||
STOCKHOLDERS' EQUITY | |||||
Members' equity | 48,677,000 | ||||
Accumulated deficit | (3,603,000) | ||||
Total members' equity | 45,074,000 | ||||
Total liabilities and stockholders' (deficit) equity | 127,076,000 | ||||
Our investments in unconsolidated joint ventures | $ 4,386,000 |
Investments in Unconsolidated_5
Investments in Unconsolidated Joint Ventures - Statement of operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Rental revenues | $ 1,460,000 | $ 1,477,000 | $ 4,396,000 | $ 3,968,000 |
Total revenues | 10,651,000 | 19,006,000 | 32,052,000 | 32,710,000 |
Operating Expenses | ||||
Property operating expenses | 786,000 | 1,220,000 | 2,864,000 | 2,790,000 |
Real estate taxes | 668,000 | 486,000 | 1,582,000 | 1,292,000 |
General and administrative | 1,511,000 | 1,431,000 | 4,790,000 | 4,436,000 |
Total operating expenses | 13,894,000 | 21,015,000 | 40,046,000 | 39,242,000 |
Operating loss | (3,243,000) | (2,009,000) | (7,994,000) | (6,532,000) |
Interest expense | (7,901,000) | (3,549,000) | (21,423,000) | (9,613,000) |
Interest expense - amortization of deferred finance costs | (758,000) | (763,000) | (2,583,000) | (1,577,000) |
Net loss attributable to common stockholders | $ (11,888,000) | (6,353,000) | (29,044,000) | (11,707,000) |
Unconsolidated Joint Ventures | ||||
Operating Expenses | ||||
Our equity in net (loss) income from unconsolidated joint ventures | (14,000) | 5,292 | ||
Unconsolidated Joint Ventures | ||||
Revenues | ||||
Rental revenues | 2,617,000 | 1,788 | 8,639 | |
Total revenues | 2,617,000 | 1,788 | 8,639 | |
Operating Expenses | ||||
Property operating expenses | 879,000 | 563 | 2,760 | |
Real estate taxes | 15,000 | 10 | 57 | |
General and administrative | (10) | |||
Amortization | 449,000 | 299 | 1,525 | |
Depreciation | 654,000 | 437 | 2,377 | |
Total operating expenses | 1,997,000 | 1,309 | 6,709 | |
Gain on sale of real estate | 8,981 | |||
Operating loss | 620,000 | 479 | 10,911 | |
Gain on sale of interest rate swap | 2,005 | |||
Interest expense | (717,000) | (483) | (2,429) | |
Interest expense - amortization of deferred finance costs | (46,000) | (31) | (174) | |
Interest (expense) income - change in fair market value of interest rate swap | (153) | |||
Net loss attributable to common stockholders | $ (143,000) | $ (35) | $ 10,466 |