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Restatement and Revision of Previously Issued Consolidated Financial Statements (Tables)
6 Months Ended
Jun. 30, 2022
Restatement and Revision of Previously Issued Consolidated Financial Statements  
Schedule of restatement and revisions of previously issued consolidated financial statements

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of December 31, 2020

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

279,204

$

(209,164)

$

70,040

Residential condominium units for sale

203,276

203,276

Cash and cash equivalents

6,515

6,515

Restricted cash

9,554

9,554

Prepaid expenses and other assets, net

2,703

2,703

Investments in unconsolidated joint ventures

19,379

19,379

Receivables

966

966

Deferred rents receivable

90

90

Right-of-use asset

1,565

1,565

Intangible assets, net

9,172

9,172

Total assets

$

329,148

$

(5,888)

$

323,260

LIABILITIES

Loans payable, net

$

197,330

$

$

197,330

Corporate credit facility, net

31,858

31,858

Secured line of credit, net

7,747

7,747

Note payable

5,863

5,863

Accounts payable and accrued expenses

15,896

15,896

Lease liability

1,716

1,716

Warrant liability

830

830

Total liabilities

261,240

261,240

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at December 31, 2020

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at December 31, 2020

Common stock, $0.01 par value; 79,999,997 shares authorized; 38,345,540 shares issued at December 31, 2020; 32,172,107 shares outstanding at December 31, 2020

383

383

Additional paid-in capital

135,978

135,978

Treasury stock (6,173,433 shares at December 31, 2020)

(56,791)

(56,791)

Accumulated other comprehensive loss

(2,159)

(2,159)

Accumulated deficit

(9,503)

(5,888)

(15,391)

Total stockholders' equity

67,908

(5,888)

62,020

Total liabilities and stockholders' equity

$

329,148

$

(5,888)

$

323,260

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

For the Year Ended December 31, 2020

As Previously

Revision

    

Reported

    

Impact

    

As Revised

Revenues

Rental revenues

$

993

$

570

$

1,563

Other income

263

263

Total revenues

1,256

570

1,826

Operating Expenses

Property operating expenses

8,166

954

9,120

Real estate taxes

79

175

254

General and administrative

4,955

262

5,217

Pension related costs

345

345

Transaction related costs

133

133

Depreciation and amortization

2,768

1,139

3,907

Total operating expenses

16,446

2,530

18,976

Gain on sale of school condominium

24,196

24,196

Operating income

9,006

(1,960)

7,046

Equity in net loss from unconsolidated joint ventures

(1,571)

(1,571)

Unrealized gain on warrants

965

965

Interest expense, net

(1,398)

(142)

(1,540)

Interest expense - amortization of deferred finance costs

(202)

(59)

(261)

Income before taxes

6,800

(2,161)

4,639

Tax expense

(306)

(306)

Net income attributable to common stockholders

$

6,494

$

(2,161)

$

4,333

Other comprehensive income:

Unrealized gain on pension liability

1,015

1,015

Comprehensive income attributable to common stockholders

$

7,509

$

(2,161)

$

5,348

Income per share - basic

$

0.20

$

(0.07)

$

0.13

Income per share - diluted

$

0.20

$

(0.07)

$

0.13

Weighted average number of common shares - basic

32,305

32,305

32,305

Weighted average number of common shares - diluted

32,860

32,860

32,860

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE YEAR ENDED DECMEBER 31, 2020

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2019

37,612

$

376

$

134,217

(5,731)

$

(55,731)

$

(15,997)

$

(3,174)

$

59,691

Net income attributable to common stockholders

6,494

6,494

Settlement of stock awards

543

5

(222)

(701)

(696)

Unrealized gain on pension liability

1,015

1,015

Stock-based compensation expense

1,163

1,163

Stock-based consulting fees

190

2

598

600

Stock buy-back

(220)

(359)

(359)

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Revision Impact

Balance as of December 31, 2019

$

$

$

$

(3,727)

$

$

(3,727)

Net income attributable to common stockholders

(2,161)

(2,161)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Stock-based consulting fees

Stock buy-back

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

As Revised

Balance as of December 31, 2019

37,612

$

376

$

134,217

(5,731)

$

(55,731)

$

(19,724)

$

(3,174)

$

55,964

Net income attributable to common stockholders

4,333

4,333

Settlement of stock awards

543

5

(222)

(701)

(696)

Unrealized gain on pension liability

1,015

1,015

Stock-based compensation expense

1,163

1,163

Stock-based consulting fees

190

2

598

600

Stock buy-back

(220)

(359)

(359)

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31, 2020

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income attributable to common stockholders

$

6,494

$

(2,161)

$

4,333

Adjustments to reconcile net income attributable to common stockholders to net cash used in operating activities:

Depreciation and amortization and amortization of deferred finance costs

2,970

1,198

4,168

Stock-based compensation expense

806

806

Gain on sale of school condominium

(24,196)

(24,196)

Deferred rents receivable

(84)

(84)

Other non-cash adjustments - pension expense

1,015

1,015

Unrealized gain on warrants

(965)

(965)

Equity in net loss from unconsolidated joint ventures

1,571

1,571

Distributions from unconsolidated joint ventures

1,110

1,110

Decrease in operating assets:

Residential condominium units for sale

(46,473)

(46,473)

Receivables

2,392

2,392

Prepaid expenses and other assets, net

190

190

(Decrease) increase in operating liabilities:

Accounts payable and accrued expenses

(686)

1,971

1,285

Pension liabilities

(1,033)

(1,033)

Net cash used in operating activities

(10,416)

(45,465)

(55,881)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(51,715)

47,436

(4,279)

Deferred real estate deposits of condominiums

1,971

(1,971)

Investments in unconsolidated joint ventures

(5,383)

(5,383)

Net cash used in investing activities

(55,127)

45,465

(9,662)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

86,361

86,361

Proceeds from secured line of credit

5,000

5,000

Payment of finance costs

(1,497)

(1,497)

Repayment of loans

(23,368)

(23,368)

Repayment of secured line of credit

(2,500)

(2,500)

Settlement of stock awards

(695)

(695)

Stock buy-back

(359)

(359)

Net cash provided by financing activities

62,942

62,942

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(2,601)

(2,601)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

18,670

18,670

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

9,196

$

$

9,196

RESTRICTED CASH, BEGINNING OF PERIOD

9,474

9,474

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

18,670

$

$

18,670

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, END OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

16,069

$

$

16,069

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

15,495

$

$

15,495

Cash paid during the period for: Taxes

$

251

$

$

251

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

10,319

$

(10,319)

$

Capitalized amortization of deferred financing costs and warrants

$

2,727

$

(59)

$

2,668

Capitalized stock-based compensation expense

$

356

$

(57)

$

299

Investment in unconsolidated joint venture

$

5,193

$

$

5,193

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of March 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

289,294

$

(219,941)

$

69,353

Residential condominium units for sale

213,223

213,223

Cash and cash equivalents

5,034

5,034

Restricted cash

6,694

6,694

Prepaid expenses and other assets, net

3,343

3,343

Investments in unconsolidated joint ventures

18,814

18,814

Receivables

919

919

Deferred rents receivable

102

102

Right-of-use asset

1,478

1,478

Intangible assets, net

8,987

8,987

Total assets

$

334,665

$

(6,718)

$

327,947

LIABILITIES

Loans payable, net

$

207,317

$

$

207,317

Corporate credit facility, net

32,104

32,104

Secured line of credit, net

8,950

8,950

Note payable

5,863

5,863

Accounts payable and accrued expenses

14,368

14,368

Lease liability

1,626

1,626

Warrant liability

3,196

3,196

Total liabilities

273,424

273,424

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at March 31, 2021

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2021

Common stock, $0.01 par value; 79,999,997 shares authorized; 38,840,508 shares issued at March 31, 2021; 32,442,633 shares outstanding at March 31, 2021

388

388

Additional paid-in capital

136,151

136,151

Treasury stock (6,397,875 shares at March 31, 2021)

(57,166)

(57,166)

Accumulated other comprehensive loss

(2,040)

(2,040)

Accumulated deficit

(16,092)

(6,718)

(22,810)

Total stockholders' equity

61,241

(6,718)

54,523

Total liabilities and stockholders' equity

$

334,665

$

(6,718)

$

327,947

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Three Months Ended March 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

Revenues

Rental revenues

$

299

$

148

$

447

Other income

46

46

Total revenues

345

148

493

Operating Expenses

Property operating expenses

1,655

252

1,907

Real estate taxes

20

59

79

General and administrative

1,203

40

1,243

Pension related costs

163

163

Depreciation and amortization

715

285

1,000

Total operating expenses

3,756

636

4,392

Operating loss

(3,411)

(488)

(3,899)

Equity in net loss from unconsolidated joint ventures

(372)

(372)

Unrealized loss on warrants

(1,977)

(1,977)

Interest expense, net

(601)

(274)

(875)

Interest expense - amortization of deferred finance costs

(193)

(68)

(261)

Loss before taxes

(6,554)

(830)

(7,384)

Tax expense

(35)

(35)

Net loss attributable to common stockholders

$

(6,589)

$

(830)

$

(7,419)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

Comprehensive loss attributable to common stockholders

$

(6,470)

$

(830)

$

(7,300)

Loss per share - basic and diluted

$

(0.20)

$

(0.03)

$

(0.23)

Weighted average number of common shares - basic and diluted

32,591

32,591

32,591

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Net loss attributable to common stockholders

(6,589)

(6,589)

Settlement of stock awards

496

5

(225)

(375)

(370)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

173

173

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(16,092)

$

(2,040)

$

61,241

Revision Impact

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

Net loss attributable to common stockholders

(830)

(830)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of March 31, 2021

$

$

$

$

(6,718)

$

$

(6,718)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

Net loss attributable to common stockholders

(7,419)

(7,419)

Settlement of stock awards

496

5

(225)

(375)

(370)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

173

173

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(22,810)

$

(2,040)

$

54,523

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Three Months Ended March 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(6,589)

$

(830)

$

(7,419)

Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:

Depreciation and amortization and amortization of deferred finance costs

908

353

1,261

Stock-based compensation expense

133

133

Deferred rents receivable

(12)

(12)

Other non-cash adjustments - pension expense

119

119

Unrealized loss on warrants

1,977

1,977

Equity in net loss from unconsolidated joint ventures

372

372

Distributions from unconsolidated joint ventures

194

194

(Increase) decrease in operating assets:

Residential condominium units for sale

(11,672)

(11,672)

Receivables

47

47

Prepaid expenses and other assets, net

(371)

(371)

Increase in operating liabilities:

Accounts payable and accrued expenses

1,294

1,294

Net cash used in operating activities

(1,928)

(12,149)

(14,077)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(12,202)

12,149

(53)

Net cash used in investing activities

(12,202)

12,149

(53)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

8,980

8,980

Proceeds from secured line of credit

1,200

1,200

Payment of finance costs

(21)

(21)

Settlement of stock awards

(370)

(370)

Net cash provided by financing activities

9,789

9,789

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(4,341)

(4,341)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

16,069

16,069

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

11,728

$

$

11,728

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, BEGINNING OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

5,034

$

$

5,034

RESTRICTED CASH, END OF PERIOD

6,694

6,694

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

11,728

$

$

11,728

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

4,130

$

$

4,130

Cash paid during the period for: Taxes

$

46

$

$

46

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

7,496

$

(7,496)

$

Capitalized amortization of deferred financing costs and warrants

$

760

$

(68)

$

692

Capitalized stock-based compensation expense

$

39

$

(2)

$

37

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of June 30, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

299,814

$

(231,151)

$

68,663

Residential condominium units for sale

222,713

222,713

Cash and cash equivalents

2,169

2,169

Restricted cash

7,626

7,626

Prepaid expenses and other assets, net

2,934

2,934

Investments in unconsolidated joint ventures

18,318

18,318

Receivables

146

146

Deferred rents receivable

106

106

Right-of-use asset

1,389

1,389

Intangible assets, net

8,802

8,802

Total assets

$

341,304

$

(8,438)

$

332,866

LIABILITIES

Loans payable, net

$

215,193

$

$

215,193

Corporate credit facility, net

32,351

32,351

Secured line of credit, net

8,950

8,950

Note payable

5,863

5,863

Accounts payable and accrued expenses

17,458

17,458

Lease liability

1,536

1,536

Warrant liability

3,129

3,129

Total liabilities

284,480

284,480

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at June 30, 2021

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at June 30, 2021

Common stock, $0.01 par value; 79,999,997 shares authorized; 38,853,433 shares issued at June 30, 2021; 32,455,568 shares outstanding at June 30, 2021

389

389

Additional paid-in capital

136,329

136,329

Treasury stock (6,397,875 shares at June 30, 2021)

(57,166)

(57,166)

Accumulated other comprehensive loss

(1,922)

(1,922)

Accumulated deficit

(20,806)

(8,438)

(29,244)

Total stockholders' equity

56,824

(8,438)

48,386

Total liabilities and stockholders' equity

$

341,304

$

(8,438)

$

332,866

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Three Months Ended June 30, 2021

For the Six Months Ended June 30, 2021

As Previously

Restatement

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

    

Reported

    

Impact

    

As Restated

Revenues

Rental revenues

$

425

$

152

$

577

$

724

$

300

$

1,024

Other income

256

256

302

302

Total revenues

681

152

833

1,026

300

1,326

Operating Expenses

Property operating expenses

1,463

425

1,888

3,118

677

3,795

Real estate taxes

20

59

79

40

118

158

General and administrative

1,235

152

1,387

2,438

192

2,630

Pension related costs

162

162

325

325

Depreciation and amortization

715

285

1,000

1,430

570

2,000

Total operating expenses

3,595

921

4,516

7,351

1,557

8,908

Operating loss

(2,914)

(769)

(3,683)

(6,325)

(1,257)

(7,582)

Equity in net loss from unconsolidated joint ventures

(264)

(264)

(636)

(636)

Unrealized gain (loss) on warrants

67

67

(1,910)

(1,910)

Interest expense, net

(881)

(891)

(1,772)

(1,482)

(1,165)

(2,647)

Interest expense - amortization of deferred finance costs

(623)

(60)

(683)

(816)

(128)

(944)

Loss before taxes

(4,615)

(1,720)

(6,335)

(11,169)

(2,550)

(13,719)

Tax expense

(99)

(99)

(134)

(134)

Net loss attributable to common stockholders

$

(4,714)

$

(1,720)

$

(6,434)

$

(11,303)

$

(2,550)

$

(13,853)

Other comprehensive loss:

Unrealized gain on pension liability

118

118

237

237

Comprehensive loss attributable to common stockholders

$

(4,596)

$

(1,720)

$

(6,316)

$

(11,066)

$

(2,550)

$

(13,616)

Loss per share - basic and diluted

$

(0.14)

$

(0.05)

$

(0.20)

$

(0.35)

$

(0.08)

$

(0.42)

Weighted average number of common shares - basic and diluted

32,694

32,694

32,694

32,643

32,643

32,643

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE THREE MONTHS ENDED JUNE 30, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(16,092)

$

(2,040)

$

61,241

Net loss attributable to common stockholders

(4,714)

(4,714)

Settlement of stock awards

12

1

1

Unrealized gain on pension liability

118

118

Stock-based compensation expense

178

178

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(20,806)

$

(1,922)

$

56,824

Restatement Impact

Balance as of March 31, 2021

$

$

$

$

(6,718)

$

$

(6,718)

Net loss attributable to common stockholders

(1,720)

(1,720)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of June 30, 2021

$

$

$

$

(8,438)

$

$

(8,438)

As Restated

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(22,810)

$

(2,040)

$

54,523

Net loss attributable to common stockholders

(6,434)

(6,434)

Settlement of stock awards

12

1

1

Unrealized gain on pension liability

118

118

Stock-based compensation expense

178

178

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(29,244)

$

(1,922)

$

48,386

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE SIX MONTHS ENDED JUNE 30, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Net loss attributable to common stockholders

(11,303)

(11,303)

Settlement of stock awards

508

6

(225)

(375)

(369)

Unrealized gain on pension liability

237

237

Stock-based compensation expense

351

351

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(20,806)

$

(1,922)

$

56,824

Restatement Impact

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

Net loss attributable to common stockholders

(2,550)

(2,550)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of June 30, 2021

$

$

$

$

(8,438)

$

$

(8,438)

As Restated

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

Net loss attributable to common stockholders

(13,853)

(13,853)

Settlement of stock awards

508

6

(225)

(375)

(369)

Unrealized gain on pension liability

237

237

Stock-based compensation expense

351

351

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(29,244)

$

(1,922)

$

48,386

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Six Months Ended June 30, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(11,303)

$

(2,550)

$

(13,853)

Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:

Depreciation and amortization and amortization of deferred finance costs

2,246

698

2,944

Stock-based compensation expense

265

265

Deferred rents receivable

(16)

(16)

Other non-cash adjustments - pension expense

238

238

Unrealized loss on warrants

1,910

1,910

Equity in net loss from unconsolidated joint ventures

636

636

Distributions from unconsolidated joint ventures

425

425

Loan forgiveness

(243)

(243)

(Increase) decrease in operating assets:

Residential condominium units for sale

(19,479)

(19,479)

Receivables

820

820

Prepaid expenses and other assets, net

(97)

(97)

Increase in operating liabilities:

Accounts payable and accrued expenses

3,559

3,559

Net cash used in operating activities

(1,560)

(21,331)

(22,891)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(21,387)

21,331

(56)

Net cash used in investing activities

(21,387)

21,331

(56)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

74,486

74,486

Proceeds from secured line of credit

1,200

1,200

Payment of finance costs

(2,231)

(2,231)

Repayment of loans

(56,413)

(56,413)

Settlement of stock awards

(369)

(369)

Net cash provided by financing activities

16,673

16,673

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(6,274)

(6,274)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

16,069

16,069

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

9,795

$

$

9,795

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, BEGINNING OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

2,169

$

$

2,169

RESTRICTED CASH, END OF PERIOD

7,626

7,626

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

9,795

$

$

9,795

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

8,564

$

$

8,564

Cash paid during the period for: Taxes

$

49

$

$

49

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

8,321

$

(8,321)

$

Capitalized amortization of deferred financing costs and warrants

$

1,629

$

(128)

$

1,501

Capitalized stock-based compensation expense

$

85

$

(15)

$

70

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of September 30, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

307,112

$

(239,116)

$

67,996

Residential condominium units for sale

228,102

228,102

Cash and cash equivalents

917

917

Restricted cash

11,732

11,732

Prepaid expenses and other assets, net

3,555

3,555

Investments in unconsolidated joint ventures

18,056

18,056

Receivables

79

79

Deferred rents receivable

110

110

Right-of-use asset

1,374

1,374

Intangible assets, net

8,617

8,617

Total assets

$

351,552

$

(11,014)

$

340,538

LIABILITIES

Loans payable, net

$

223,503

$

$

223,503

Corporate credit facility, net

32,597

32,597

Secured line of credit, net

11,950

11,950

Note payable

5,863

5,863

Accounts payable and accrued expenses

18,457

18,457

Lease liability

1,516

1,516

Warrant liability

1,411

1,411

Total liabilities

295,297

295,297

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at September 30, 2021

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2021

Common stock, $0.01 par value; 79,999,997 shares authorized; 39,016,012 shares issued at September 30, 2021; 32,618,137 shares outstanding at September 30, 2021

390

390

Additional paid-in capital

136,672

136,672

Treasury stock (6,397,875 shares at September 30, 2021)

(57,166)

(57,166)

Accumulated other comprehensive loss

(1,803)

(1,803)

Accumulated deficit

(21,838)

(11,014)

(32,852)

Total stockholders' equity

56,255

(11,014)

45,241

Total liabilities and stockholders' equity

$

351,552

$

(11,014)

$

340,538

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Three Months Ended September 30, 2021

For the Nine Months Ended September 30, 2021

As Previously

Restatement

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

    

Reported

    

Impact

    

As Restated

Revenues

Rental revenues

$

803

$

164

$

967

$

1,527

$

464

$

1,991

Other income

30

30

332

332

Sale of residential condominium units

1,450

(22)

1,428

1,450

(22)

1,428

Total revenues

2,283

142

2,425

3,309

442

3,751

Operating Expenses

Property operating expenses

705

192

897

3,823

869

4,692

Real estate taxes

17

254

271

57

372

429

General and administrative

1,217

223

1,440

3,655

415

4,070

Pension related costs

158

158

483

483

Cost of sale - residential condominium units

1,417

(22)

1,395

1,417

(22)

1,395

Depreciation and amortization

716

285

1,001

2,146

855

3,001

Total operating expenses

4,230

932

5,162

11,581

2,489

14,070

Operating loss

(1,947)

(790)

(2,737)

(8,272)

(2,047)

(10,319)

Equity in net loss from unconsolidated joint ventures

(636)

(636)

Unrealized gain (loss) on warrants

1,718

1,718

(192)

(192)

Interest expense, net

(690)

(1,677)

(2,367)

(2,172)

(2,842)

(5,014)

Interest expense - amortization of deferred finance costs

(160)

(109)

(269)

(976)

(237)

(1,213)

Loss before taxes

(1,079)

(2,576)

(3,655)

(12,248)

(5,126)

(17,374)

Tax benefit (expense)

47

47

(87)

(87)

Net loss attributable to common stockholders

$

(1,032)

$

(2,576)

$

(3,608)

$

(12,335)

$

(5,126)

$

(17,461)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

356

356

Comprehensive loss attributable to common stockholders

$

(913)

$

(2,576)

$

(3,489)

$

(11,979)

$

(5,126)

$

(17,105)

Loss per share - basic and diluted

$

(0.03)

$

(0.08)

$

(0.11)

$

(0.38)

$

(0.16)

$

(0.53)

Weighted average number of common shares - basic and diluted

32,756

32,756

32,756

32,681

32,681

32,681

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(20,806)

$

(1,922)

$

56,824

Net loss attributable to common stockholders

(1,032)

(1,032)

Settlement of stock awards

13

Unrealized gain on pension liability

119

119

Sale of common stock

150

1

165

166

Stock-based compensation expense

178

178

Balance as of September 30, 2021

39,016

$

390

$

136,672

(6,398)

$

(57,166)

$

(21,838)

$

(1,803)

$

56,255

Restatement Impact

Balance as of June 30, 2021

$

$

$

$

(8,438)

$

$

(8,438)

Net loss attributable to common stockholders

(2,576)

(2,576)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of September 30, 2021

$

$

$

$

(11,014)

$

$

(11,014)

As Restated

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(29,244)

$

(1,922)

$

48,386

Net loss attributable to common stockholders

(3,608)

(3,608)

Settlement of stock awards

13

Unrealized gain on pension liability

119

119

Sale of common stock

150

1

165

166

Stock-based compensation expense

178

178

Balance as of September 30, 2021

39,016

$

390

$

136,672

(6,398)

$

(57,166)

$

(32,852)

$

(1,803)

$

45,241

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Net loss attributable to common stockholders

(12,335)

(12,335)

Settlement of stock awards

521

5

(225)

(375)

(370)

Unrealized gain on pension liability

356

356

Sale of common stock

150

2

165

167

Stock-based compensation expense

529

529

Balance as of September 30, 2021

39,016

$

390

$

136,672

(6,398)

$

(57,166)

$

(21,838)

$

(1,803)

$

56,255

Restatement Impact

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

Net loss attributable to common stockholders

(5,126)

(5,126)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of September 30, 2021

$

$

$

$

(11,014)

$

$

(11,014)

As Restated

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

Net loss attributable to common stockholders

(17,461)

(17,461)

Settlement of stock awards

521

5

(225)

(375)

(370)

Unrealized gain on pension liability

356

356

Sale of common stock

150

2

165

167

Stock-based compensation expense

529

529

Balance as of September 30, 2021

39,016

$

390

$

136,672

(6,398)

$

(57,166)

$

(32,852)

$

(1,803)

$

45,241

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended September 30, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(12,335)

$

(5,126)

$

(17,461)

Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:

Depreciation and amortization and amortization of deferred finance costs

3,122

1,092

4,214

Stock-based compensation expense

399

399

Deferred rents receivable

(20)

(20)

Other non-cash adjustments - pension expense

356

356

Unrealized loss on warrants

192

192

Equity in net loss from unconsolidated joint ventures

636

636

Distributions from unconsolidated joint ventures

686

686

Loan forgiveness

(243)

(243)

(Increase) decrease in operating assets:

Residential condominium units for sale

(33)

(25,338)

(25,371)

Receivables

887

887

Prepaid expenses and other assets, net

(846)

(846)

Increase in operating liabilities:

Accounts payable and accrued expenses

5,775

5,775

Net cash used in operating activities

(1,424)

(29,372)

(30,796)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(30,784)

30,700

(84)

Net proceeds from the sale of residential condominium units

1,328

(1,328)

Net cash used in investing activities

(29,456)

29,372

(84)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

82,318

82,318

Proceeds from secured line of credit

4,200

4,200

Payment of finance costs

(2,442)

(2,442)

Repayment of loans

(56,413)

(56,413)

Settlement of stock awards

(370)

(370)

Sale of common stock, net

167

167

Net cash provided by financing activities

27,460

27,460

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(3,420)

(3,420)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

16,069

16,069

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

12,649

$

$

12,649

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, BEGINNING OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

917

$

$

917

RESTRICTED CASH, END OF PERIOD

11,732

11,732

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

12,649

$

$

12,649

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

13,329

$

$

13,329

Cash paid during the period for: Taxes

$

189

$

$

189

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

7,101

$

(7,101)

$

Capitalized amortization of deferred financing costs and warrants

$

2,406

$

(237)

$

2,169

Capitalized stock-based compensation expense

$

130

$

(33)

$

97

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of December 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

294,536

$

(227,202)

$

67,334

Residential condominium units for sale, net

216,983

216,983

Cash and cash equivalents

4,310

4,310

Restricted cash

20,535

20,535

Prepaid expenses and other assets, net

4,126

4,126

Investments in unconsolidated joint ventures

17,938

17,938

Receivables

84

84

Deferred rents receivable

114

114

Right-of-use asset

1,314

1,314

Intangible assets, net

8,432

8,432

Total assets

$

351,389

$

(10,219)

$

341,170

LIABILITIES

Loans payable, net

$

219,249

$

$

219,249

Corporate credit facility, net

32,844

32,844

Secured line of credit, net

12,750

12,750

Note payable

5,863

5,863

Accounts payable and accrued expenses

17,864

17,864

Lease liability

1,447

1,447

Warrant liability

1,146

1,146

Total liabilities

291,163

291,163

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at December 31, 2021

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at December 31, 2021

Common stock, $0.01 par value; 79,999,997 shares authorized; 43,024,424 shares issued at December 31, 2021; 36,626,549 shares outstanding at December 31, 2021

430

430

Additional paid-in capital

144,282

144,282

Treasury stock (6,397,875 shares at December 31, 2021)

(57,166)

(57,166)

Accumulated other comprehensive loss

(1,343)

(1,343)

Accumulated deficit

(25,977)

(10,219)

(36,196)

Total stockholders' equity

60,226

(10,219)

50,007

Total liabilities and stockholders' equity

$

351,389

$

(10,219)

$

341,170

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Year Ended December 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

Revenues

Rental revenues

$

2,600

$

625

$

3,225

Other income

355

355

Sale of residential condominium units

24,802

(1,117)

23,685

Total revenues

27,757

(492)

27,265

Operating Expenses

Property operating expenses

7,414

(1,831)

5,583

Real estate taxes

74

650

724

General and administrative

4,492

641

5,133

Pension related costs

67

67

Cost of sale - residential condominium units

24,432

(2,062)

22,370

Depreciation and amortization

2,864

1,139

4,003

Total operating expenses

39,343

(1,463)

37,880

Operating loss

(11,586)

971

(10,615)

Equity in net loss from unconsolidated joint ventures

(555)

(555)

Unrealized gain on warrants

73

73

Interest expense, net

(3,007)

(4,915)

(7,922)

Interest expense - amortization of deferred finance costs

(1,134)

(387)

(1,521)

Loss before taxes

(16,209)

(4,331)

(20,540)

Tax expense

(265)

(265)

Net loss attributable to common stockholders

$

(16,474)

$

(4,331)

$

(20,805)

Other comprehensive loss:

Unrealized gain on pension liability

816

816

Comprehensive loss attributable to common stockholders

$

(15,658)

$

(4,331)

$

(19,989)

Loss per share - basic and diluted

$

(0.49)

$

(0.13)

$

(0.62)

Weighted average number of common shares - basic and diluted

33,322

33,322

33,322

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE YEAR ENDED DECEMBER 31, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Net loss attributable to common stockholders

(16,474)

(16,474)

Settlement of stock awards

535

5

(225)

(375)

(370)

Unrealized gain on pension liability

816

816

Sale of common stock

4,144

42

7,597

7,639

Stock-based compensation expense

707

707

Balance as of December 31, 2021

43,024

$

430

$

144,282

(6,398)

$

(57,166)

$

(25,977)

$

(1,343)

$

60,226

Restatement Impact

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

Net loss attributable to common stockholders

(4,331)

(4,331)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of December 31, 2021

$

$

$

$

(10,219)

$

$

(10,219)

As Restated

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

Net loss attributable to common stockholders

(20,805)

(20,805)

Settlement of stock awards

535

5

(225)

(375)

(370)

Unrealized gain on pension liability

816

816

Sale of common stock

4,144

42

7,597

7,639

Stock-based compensation expense

707

707

Balance as of December 31, 2021

43,024

$

430

$

144,282

(6,398)

$

(57,166)

$

(36,196)

$

(1,343)

$

50,007

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(16,474)

$

(4,331)

$

(20,805)

Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:

Depreciation and amortization and amortization of deferred finance costs

3,998

1,526

5,524

Stock-based compensation expense

530

530

Deferred rents receivable

(24)

(24)

Other non-cash adjustments - pension expense

816

816

Unrealized gain on warrants

(73)

(73)

Equity in net loss from unconsolidated joint ventures

555

555

Distributions from unconsolidated joint ventures

885

885

(Increase) decrease in operating assets:

Residential condominium units for sale

(321)

(11,129)

(11,450)

Receivables

882

882

Prepaid expenses and other assets, net

(257)

(257)

Increase (decrease) in operating liabilities:

Accounts payable and accrued expenses

3,467

3,467

Pension liabilities

(1,288)

(1,288)

Net cash used in operating activities

(7,304)

(13,934)

(21,238)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(36,349)

36,209

(140)

Net proceeds from the sale of residential condominium units

22,275

(22,275)

Net cash used in investing activities

(14,074)

13,934

(140)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

249,984

249,984

Proceeds from secured line of credit

8,200

8,200

Payment of finance costs

(6,552)

(6,552)

Repayment of loans

(225,547)

(225,547)

Repayment of secured line of credit

(3,200)

(3,200)

Settlement of stock awards

(370)

(370)

Sale of common stock, net

7,639

7,639

Net cash provided by financing activities

30,154

30,154

NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

8,776

8,776

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

16,069

16,069

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

24,845

$

$

24,845

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, BEGINNING OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

4,310

$

$

4,310

RESTRICTED CASH, END OF PERIOD

20,535

20,535

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

24,845

$

$

24,845

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

16,042

$

$

16,042

Cash paid during the period for: Taxes

$

395

$

$

395

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

8,805

$

(8,805)

$

Capitalized amortization of deferred financing costs and warrants

$

3,580

$

(387)

$

3,193

Capitalized stock-based compensation expense

$

177

$

(55)

$

122

Loan forgiveness

$

243

$

$

243

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of March 31, 2022

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

ASSETS

Real estate, net

$

294,108

$

(227,403)

$

66,705

Residential condominium units for sale

214,591

214,591

Cash and cash equivalents

1,381

1,381

Restricted cash

14,232

14,232

Prepaid expenses and other assets, net

5,007

5,007

Investments in unconsolidated joint ventures

18,517

18,517

Receivables

60

60

Deferred rents receivable

118

118

Right-of-use asset

1,224

1,224

Intangible assets, net

8,247

8,247

Total assets

$

342,894

$

(12,812)

$

330,082

LIABILITIES

Loans payable, net

$

210,768

$

$

210,768

Corporate credit facility, net

33,090

33,090

Secured line of credit, net

12,750

12,750

Note payable

5,863

5,863

Accounts payable and accrued expenses

19,876

19,876

Lease liability

1,347

1,347

Warrant liability

1,515

1,515

Total liabilities

285,209

285,209

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding

Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at March 31, 2022

Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2022

Common stock, $0.01 par value; 79,999,997 shares authorized; 43,387,563 shares issued at March 31, 2022; 36,836,146 shares outstanding at March 31, 2022

434

434

Additional paid-in capital

144,451

144,451

Treasury stock (6,551,447 shares at March 31, 2022)

(57,461)

(57,461)

Accumulated other comprehensive loss

(1,224)

(1,224)

Accumulated deficit

(28,515)

(12,812)

(41,327)

Total stockholders' equity

57,685

(12,812)

44,873

Total liabilities and stockholders' equity

$

342,894

$

(12,812)

$

330,082

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Three Months Ended March 31, 2022

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

Revenues

Rental revenues

$

1,260

$

$

1,260

Other income

16

16

Sale of residential condominium units

6,278

(209)

6,069

Total revenues

7,554

(209)

7,345

Operating Expenses

Property operating expenses

548

256

804

Real estate taxes

74

316

390

General and administrative

1,139

363

1,502

Pension related costs

158

158

Cost of sale - residential condominium units

6,273

(552)

5,721

Depreciation and amortization

1,003

1,003

Total operating expenses

9,195

383

9,578

Operating loss

(1,641)

(592)

(2,233)

Equity in net income from unconsolidated joint ventures

746

746

Unrealized loss on warrants

(369)

(369)

Interest expense, net

(802)

(1,967)

(2,769)

Interest expense - amortization of deferred finance costs

(402)

(34)

(436)

Loss before taxes

(2,468)

(2,593)

(5,061)

Tax expense

(70)

(70)

Net loss attributable to common stockholders

$

(2,538)

$

(2,593)

$

(5,131)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

Comprehensive loss attributable to common stockholders

$

(2,419)

$

(2,593)

$

(5,012)

Loss per share - basic and diluted

$

(0.07)

$

(0.07)

$

(0.14)

Weighted average number of common shares - basic and diluted

37,104

37,104

37,104

CONSOLIDATED STATEMENTS OF STOCKOLDERS' EQUITY

(In thousands)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2021

43,024

$

430

$

144,282

(6,398)

$

(57,166)

$

(25,977)

$

(1,343)

$

60,226

Net loss attributable to common stockholders

(2,538)

(2,538)

Settlement of stock awards

364

4

(153)

(295)

(291)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

169

169

Balance as of March 31, 2022

43,388

$

434

$

144,451

(6,551)

$

(57,461)

$

(28,515)

$

(1,224)

$

57,685

Restatement Impact

Balance as of December 31, 2021

$

$

$

$

(10,219)

$

$

(10,219)

Net loss attributable to common stockholders

(2,593)

(2,593)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of March 31, 2022

$

$

$

$

(12,812)

$

$

(12,812)

As Restated

Balance as of December 31, 2021

43,024

$

430

$

144,282

(6,398)

$

(57,166)

$

(36,196)

$

(1,343)

$

50,007

Net loss attributable to common stockholders

(5,131)

(5,131)

Settlement of stock awards

364

4

(153)

(295)

(291)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

169

169

Balance as of March 31, 2022

43,388

$

434

$

144,451

(6,551)

$

(57,461)

$

(41,327)

$

(1,224)

$

44,873

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Three Months Ended March 31, 2022

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(2,538)

$

(2,593)

$

(5,131)

Adjustments to reconcile net loss attributable to common stockholders to net cash (used in) provided by operating activities:

Depreciation and amortization and amortization of deferred finance costs

1,405

34

1,439

Stock-based compensation expense

123

123

Deferred rents receivable

(4)

(4)

Other non-cash adjustments - pension expense

119

119

Unrealized loss on warrants

369

369

Equity in net loss from unconsolidated joint ventures

(746)

(746)

Distributions from unconsolidated joint ventures

168

168

(Increase) decrease in operating assets:

Residential condominium units for sale

(5)

3,553

3,548

Receivables

24

24

Prepaid expenses and other assets, net

(1,008)

(1,008)

Increase in operating liabilities:

Accounts payable and accrued expenses

1,474

1,474

Net cash (used in) provided by operating activities

(619)

994

375

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(4,704)

4,640

(64)

Net proceeds from the sale of residential condominium units

5,634

(5,634)

Net cash provided by (used in) investing activities

930

(994)

(64)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

2,390

2,390

Repayment of loans

(11,642)

(11,642)

Settlement of stock awards

(291)

(291)

Net cash used in financing activities

(9,543)

(9,543)

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(9,232)

(9,232)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

24,845

24,845

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

15,613

$

$

15,613

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

4,310

$

$

4,310

RESTRICTED CASH, BEGINNING OF PERIOD

20,535

20,535

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

24,845

$

$

24,845

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

1,381

$

$

1,381

RESTRICTED CASH, END OF PERIOD

14,232

14,232

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

15,613

$

$

15,613

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

3,050

$

$

3,050

Cash paid during the period for: Taxes

$

66

$

$

66

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

9,332

$

(9,332)

$

Capitalized amortization of deferred financing costs and warrants

$

617

$

(34)

$

583

Capitalized stock-based compensation expense

$

46

$

(28)

$

18