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RESTATEMENT OF PREVIOUSLY ISSUED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
12 Months Ended
Dec. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  
RESTATEMENT OF PREVIOUSLY ISSUED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 16 – RESTATEMENT OF PREVIOUSLY ISSUED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company identified errors in its previously issued annual and interim financial statements that required restatements, as well as errors that were determined individually, and in the aggregate, quantitatively and qualitatively immaterial that required revisions.  As such the Company has restated and revised its (i) consolidated interim financial statements for the three months ended March 31, 2021, the three and six months ended June 30, 2021, and the three and nine months ended September 30, 2021, as illustrated in this Note 16; collectively referred to as the “Restatement” or “Revision”.

During the three month period ended June 30, 2022, the Company identified areas of restatement errors. Adjustments depicted in the tables below relate to the following:

(a)an error in the accounting treatment regarding the overcapitalization of internally allocated construction related costs related to the development project at 77 Greenwich Street;
(b)a disclosure error in the classification on the balance sheets of our 77 Greenwich property which was classified as real estate under development in real estate and is now classified as residential condominium units for sale;
(c)a disclosure error in the classification on the statements of cash flows of our 77 Greenwich property relating to  additions and sales of condominiums where they were reported in the statement of cash flows under cash flows from investing activities when they should have been reported in cash flows from operations.  

During the three month period ended March 31, 2022, the Company identified one revision error. Adjustments depicted in the tables below relate to the following:

(d)an error in the accounting treatment of a property that, upon emergence from bankruptcy, was classified as real estate under development, but was not subsequently reported as an operating property when circumstances at the property changed.

During the year ended December 31, 2021, the Company identified one revision error. Adjustments depicted in the tables below relate to the following:

(e)an error in the accounting treatment regarding certain advertising and marketing costs which were capitalized to construction costs at the development project at 77 Greenwich Street and should have been expensed as incurred.  

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of March 31, 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

Pension liabilities

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 share amounts)

For the Three Months Ended March 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

Revenues

Rental revenues

$

299

$

148

$

447

Other income

46

46

Total revenues

345

148

493

Operating Expenses

Property operating expenses

1,655

252

1,907

Real estate taxes

20

59

79

General and administrative

1,203

40

1,243

Pension related costs

163

163

Depreciation and amortization

715

285

1,000

Total operating expenses

3,756

636

4,392

Operating loss

(3,411)

(488)

(3,899)

Equity in net loss from unconsolidated joint ventures

(372)

(372)

Unrealized loss on warrants

(1,977)

(1,977)

Interest expense, net

(601)

(274)

(875)

Interest expense - amortization of deferred finance costs

(193)

(68)

(261)

Loss before taxes

(6,554)

(830)

(7,384)

Tax expense

(35)

(35)

Net loss attributable to common stockholders

$

(6,589)

$

(830)

$

(7,419)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

Comprehensive loss attributable to common stockholders

$

(6,470)

$

(830)

$

(7,300)

Loss per share - basic and diluted

$

(0.20)

$

(0.03)

$

(0.23)

Weighted average number of common shares - basic and diluted

32,591

32,591

32,591

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

    

Shares

    

Amount

    

Capital

    

Shares

    

Amount

    

Deficit

    

Loss

    

Total

As Previously Reported

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(9,503)

$

(2,159)

$

67,908

Net loss attributable to common stockholders

(6,589)

(6,589)

Settlement of stock awards

496

5

(225)

(375)

(370)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

173

173

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(16,092)

$

(2,040)

$

61,241

Revision Impact

Balance as of December 31, 2020

$

$

$

$

(5,888)

$

$

(5,888)

Net loss attributable to common stockholders

(830)

(830)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of March 31, 2021

$

$

$

$

(6,718)

$

$

(6,718)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(15,391)

$

(2,159)

$

62,020

Net loss attributable to common stockholders

(7,419)

(7,419)

Settlement of stock awards

496

5

(225)

(375)

(370)

Unrealized gain on pension liability

119

119

Stock-based compensation expense

173

173

Balance as of March 31, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(22,810)

$

(2,040)

$

54,523

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Three Months Ended March 31, 2021

As Previously

Restatement

    

Reported

    

Impact

    

As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(6,589)

$

(830)

$

(7,419)

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

Depreciation and amortization and amortization of deferred finance costs

908

353

1,261

Stock-based compensation expense

133

133

Deferred rents receivable

(12)

(12)

Other non-cash adjustments - pension expense

119

119

Unrealized loss on warrants

1,977

1,977

Equity in net loss from unconsolidated joint ventures

372

372

Distributions from unconsolidated joint ventures

194

194

(Increase) decrease in operating assets:

Residential condominium units for sale

(11,672)

(11,672)

Receivables

47

47

Prepaid expenses and other assets, net

(371)

(371)

Increase in operating liabilities:

Accounts payable and accrued expenses

1,294

1,294

Net cash used in operating activities

(1,928)

(12,149)

(14,077)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(12,202)

12,149

(53)

Net cash used in investing activities

(12,202)

12,149

(53)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from loans and corporate credit facility

8,980

8,980

Proceeds from secured line of credit

1,200

1,200

Payment of finance costs

(21)

(21)

Settlement of stock awards

(370)

(370)

Net cash provided by financing activities

9,789

9,789

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(4,341)

(4,341)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

16,069

16,069

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

11,728

$

$

11,728

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD

$

6,515

$

$

6,515

RESTRICTED CASH, BEGINNING OF PERIOD

9,554

9,554

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

$

16,069

$

$

16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

5,034

$

$

5,034

RESTRICTED CASH, END OF PERIOD

6,694

6,694

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

$

11,728

$

$

11,728

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for: Interest

$

4,130

$

$

4,130

Cash paid during the period for: Taxes

$

46

$

$

46

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Accrued development costs included in accounts payable and accrued expenses

$

7,496

$

(7,496)

$

Capitalized amortization of deferred financing costs and warrants

$

760

$

(68)

$

692

Capitalized stock-based compensation expense

$

39

$

(2)

$

37

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 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 STOCKHOLDERS’ 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 STOCKHOLDERS’ 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 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 STOCKHOLDERS’ 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 STOCKHOLDERS’ 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