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Revision of Previously Issued Consolidated Financial Statements (Tables)
3 Months Ended
Mar. 31, 2022
Revision of Previously Issued Consolidated Financial Statements  
Schedule of 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

Revision

    

Reported

    

Impact

    

As Revised

ASSETS

Real estate, net

$

279,204

$

(3,530)

$

275,674

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

$

(3,530)

$

325,618

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)

(3,530)

(13,033)

Total stockholders' equity

67,908

(3,530)

64,378

Total liabilities and stockholders' equity

$

329,148

$

(3,530)

$

325,618

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

424

8,590

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

2,000

18,446

Gain on sale of school condominium

24,196

24,196

Operating income

9,006

(1,430)

7,576

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

(1,631)

5,169

Tax expense

(306)

(306)

Net income attributable to common stockholders

$

6,494

$

(1,631)

$

4,863

Other comprehensive income:

Unrealized gain on pension liability

1,015

1,015

Comprehensive income attributable to common stockholders

$

7,509

$

(1,631)

$

5,878

Income per share - basic

$

0.20

$

(0.05)

$

0.15

Income per share - diluted

$

0.20

$

(0.05)

$

0.15

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

$

$

$

$

(1,899)

$

$

(1,899)

Net income attributable to common stockholders

(1,631)

(1,631)

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

$

$

$

$

(3,530)

$

$

(3,530)

As Revised

Balance as of December 31, 2019

37,612

$

376

$

134,217

(5,731)

$

(55,731)

$

(17,896)

$

(3,174)

$

57,792

Net income attributable to common stockholders

4,863

4,863

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)

$

(13,033)

$

(2,159)

$

64,378

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31, 2020

As Previously

Revision

    

Reported

    

Impact

    

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income attributable to common stockholders

$

6,494

$

(1,631)

$

4,863

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:

Receivables

2,392

2,392

Prepaid expenses and other assets, net

190

190

Decrease in operating liabilities:

Accounts payable and accrued expenses

(686)

(686)

Pension liabilities

(1,033)

(1,033)

Net cash used in operating activities

(10,416)

(433)

(10,849)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(51,715)

433

(51,282)

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)

433

(54,694)

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

$

$

2,727

Capitalized stock-based compensation expense

$

356

$

$

356

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

Revision

    

Reported

    

Impact

    

As Revised

ASSETS

Real estate, net

$

289,294

$

(3,865)

$

285,429

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

$

(3,865)

$

330,800

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)

(3,865)

(19,957)

Total stockholders' equity

61,241

(3,865)

57,376

Total liabilities and stockholders' equity

$

334,665

$

(3,865)

$

330,800

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

97

1,752

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

481

4,237

Operating loss

(3,411)

(333)

(3,744)

Equity in net loss from unconsolidated joint ventures

(372)

(372)

Unrealized loss on warrants

(1,977)

(1,977)

Interest expense, net

(601)

(2)

(603)

Interest expense - amortization of deferred finance costs

(193)

(193)

Loss before taxes

(6,554)

(335)

(6,889)

Tax expense

(35)

(35)

Net loss attributable to common stockholders

$

(6,589)

$

(335)

$

(6,924)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

Comprehensive loss attributable to common stockholders

$

(6,470)

$

(335)

$

(6,805)

Loss per share - basic and diluted

$

(0.20)

$

(0.01)

$

(0.21)

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

$

$

$

$

(3,530)

$

$

(3,530)

Net loss attributable to common stockholders

(335)

(335)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of March 31, 2021

$

$

$

$

(3,865)

$

$

(3,865)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(13,033)

$

(2,159)

$

64,378

Net loss attributable to common stockholders

(6,924)

(6,924)

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)

$

(19,957)

$

(2,040)

$

57,376

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Three Months Ended March 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(6,589)

$

(335)

$

(6,924)

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

285

1,193

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

Decrease (increase) in operating assets:

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)

(50)

(1,978)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(12,202)

50

(12,152)

Net cash used in by investing activities

(12,202)

50

(12,152)

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

$

$

760

Capitalized stock-based compensation expense

$

39

$

$

39

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of June 30, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

ASSETS

Real estate, net

$

299,814

$

(4,183)

$

295,631

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

$

(4,183)

$

337,121

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)

(4,183)

(24,989)

Total stockholders' equity

56,824

(4,183)

52,641

Total liabilities and stockholders' equity

$

341,304

$

(4,183)

$

337,121

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

Revision

As Previously

Revision

    

Reported

    

Impact

    

As Revised

    

Reported

    

Impact

    

As Revised

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

86

1,549

3,118

183

3,301

Real estate taxes

20

59

79

40

118

158

General and administrative

1,235

38

1,273

2,438

78

2,516

Pension related costs

162

162

325

325

Depreciation and amortization

715

285

1,000

1,430

570

2,000

Total operating expenses

3,595

468

4,063

7,351

949

8,300

Operating loss

(2,914)

(316)

(3,230)

(6,325)

(649)

(6,974)

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)

(2)

(883)

(1,482)

(4)

(1,486)

Interest expense - amortization of deferred finance costs

(623)

(623)

(816)

(816)

Loss before taxes

(4,615)

(318)

(4,933)

(11,169)

(653)

(11,822)

Tax expense

(99)

(99)

(134)

(134)

Net loss attributable to common stockholders

$

(4,714)

$

(318)

$

(5,032)

$

(11,303)

$

(653)

$

(11,956)

Other comprehensive loss:

Unrealized gain on pension liability

118

118

237

237

Comprehensive loss attributable to common stockholders

$

(4,596)

$

(318)

$

(4,914)

$

(11,066)

$

(653)

$

(11,719)

Loss per share - basic and diluted

$

(0.14)

$

(0.01)

$

(0.15)

$

(0.35)

$

(0.02)

$

(0.37)

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 30, 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

Revision Impact

Balance as of March 30, 2021

$

$

$

$

(3,865)

$

$

(3,865)

Net loss attributable to common stockholders

(318)

(318)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of June 30, 2021

$

$

$

$

(4,183)

$

$

(4,183)

As Revised

Balance as of March 30, 2021

38,841

$

388

$

136,151

(6,398)

$

(57,166)

$

(19,957)

$

(2,040)

$

57,376

Net loss attributable to common stockholders

(5,032)

(5,032)

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)

$

(24,989)

$

(1,922)

$

52,641

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

Revision Impact

Balance as of December 31, 2020

$

$

$

$

(3,530)

$

$

(3,530)

Net loss attributable to common stockholders

(653)

(653)

Settlement of stock awards

Unrealized gain on pension liability

Stock-based compensation expense

Balance as of June 30, 2021

$

$

$

$

(4,183)

$

$

(4,183)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(13,033)

$

(2,159)

$

64,378

Net loss attributable to common stockholders

(11,956)

(11,956)

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)

$

(24,989)

$

(1,922)

$

52,641

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Six Months Ended June 30, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(11,303)

$

(653)

$

(11,956)

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

570

2,816

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)

Decrease (increase) in operating assets:

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)

(83)

(1,643)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(21,387)

83

(21,304)

Net cash used in investing activities

(21,387)

83

(21,304)

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

$

$

1,629

Capitalized stock-based compensation expense

$

85

$

$

85

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of September 30, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

ASSETS

Real estate, net

$

307,112

$

(4,503)

$

302,609

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

$

(4,503)

$

347,049

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)

(4,503)

(26,341)

Total stockholders' equity

56,255

(4,503)

51,752

Total liabilities and stockholders' equity

$

351,552

$

(4,503)

$

347,049

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

Revision

As Previously

Revision

    

Reported

    

Impact

    

As Revised

    

Reported

    

Impact

    

As Revised

Revenues

Rental revenues

$

803

$

164

$

967

$

1,527

$

464

$

1,991

Other income

30

30

332

332

Sale of residential condominium units

1,450

1,450

1,450

1,450

Total revenues

2,283

164

2,447

3,309

464

3,773

Operating Expenses

Property operating expenses

705

100

805

3,823

283

4,106

Real estate taxes

17

59

76

57

177

234

General and administrative

1,217

38

1,255

3,655

116

3,771

Pension related costs

158

158

483

483

Cost of sale - residential condominium units

1,417

1,417

1,417

1,417

Depreciation and amortization

716

285

1,001

2,146

855

3,001

Total operating expenses

4,230

482

4,712

11,581

1,431

13,012

Operating loss

(1,947)

(318)

(2,265)

(8,272)

(967)

(9,239)

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)

(2)

(692)

(2,172)

(6)

(2,178)

Interest expense - amortization of deferred finance costs

(160)

(160)

(976)

(976)

Loss before taxes

(1,079)

(320)

(1,399)

(12,248)

(973)

(13,221)

Tax benefit (expense)

47

47

(87)

(87)

Net loss attributable to common stockholders

$

(1,032)

$

(320)

$

(1,352)

$

(12,335)

$

(973)

$

(13,308)

Other comprehensive loss:

Unrealized gain on pension liability

119

119

356

356

Comprehensive loss attributable to common stockholders

$

(913)

$

(320)

$

(1,233)

$

(11,979)

$

(973)

$

(12,952)

Loss per share - basic and diluted

$

(0.03)

$

(0.01)

$

(0.04)

$

(0.38)

$

(0.03)

$

(0.41)

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

Revision Impact

Balance as of June 30, 2021

$

$

$

$

(4,183)

$

$

(4,183)

Net loss attributable to common stockholders

(320)

(320)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of September 30, 2021

$

$

$

$

(4,503)

$

$

(4,503)

As Revised

Balance as of June 30, 2021

38,853

$

389

$

136,329

(6,398)

$

(57,166)

$

(24,989)

$

(1,922)

$

52,641

Net loss attributable to common stockholders

(1,352)

(1,352)

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)

$

(26,341)

$

(1,803)

$

51,752

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

Revision Impact

Balance as of December 31, 2020

$

$

$

$

(3,530)

$

$

(3,530)

Net loss attributable to common stockholders

(973)

(973)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of September 30, 2021

$

$

$

$

(4,503)

$

$

(4,503)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(13,033)

$

(2,159)

$

64,378

Net loss attributable to common stockholders

(13,308)

(13,308)

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)

$

(26,341)

$

(1,803)

$

51,752

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended September 30, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(12,335)

$

(973)

$

(13,308)

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

855

3,977

Stock-based compensation expense

399

399

Gain on sale of residential condominium units, net

(33)

(33)

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)

Decrease (increase) in operating assets:

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)

(118)

(1,542)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(30,784)

118

(30,666)

Net proceeds from the sale of residential condominium units

1,328

1,328

Net cash used in investing activities

(29,456)

118

(29,338)

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

$

$

2,406

Capitalized stock-based compensation expense

$

130

$

$

130

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

As of December 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

ASSETS

Real estate, net

$

294,536

$

(4,808)

$

289,728

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

$

(4,808)

$

346,581

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)

(4,808)

(30,785)

Total stockholders' equity

60,226

(4,808)

55,418

Total liabilities and stockholders' equity

$

351,389

$

(4,808)

$

346,581

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

For the Year Ended December 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

Revenues

Rental revenues

$

2,600

$

625

$

3,225

Other income

355

355

Sale of residential condominium units

24,802

24,802

Total revenues

27,757

625

28,382

Operating Expenses

Property operating expenses

7,414

371

7,785

Real estate taxes

74

234

308

General and administrative

4,492

154

4,646

Pension related costs

67

67

Cost of sale - residential condominium units

24,432

24,432

Depreciation and amortization

2,864

1,139

4,003

Total operating expenses

39,343

1,898

41,241

Operating loss

(11,586)

(1,273)

(12,859)

Equity in net loss from unconsolidated joint ventures

(555)

(555)

Unrealized gain on warrants

73

73

Interest expense, net

(3,007)

(5)

(3,012)

Interest expense - amortization of deferred finance costs

(1,134)

(1,134)

Loss before taxes

(16,209)

(1,278)

(17,487)

Tax expense

(265)

(265)

Net loss attributable to common stockholders

$

(16,474)

$

(1,278)

$

(17,752)

Other comprehensive loss:

Unrealized gain on pension liability

816

816

Comprehensive loss attributable to common stockholders

$

(15,658)

$

(1,278)

$

(16,936)

Loss per share - basic and diluted

$

(0.49)

$

(0.04)

$

(0.53)

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

Revision Impact

Balance as of December 31, 2020

$

$

$

$

(3,530)

$

$

(3,530)

Net loss attributable to common stockholders

(1,278)

(1,278)

Settlement of stock awards

Unrealized gain on pension liability

Sale of common stock

Stock-based compensation expense

Balance as of December 31, 2021

$

$

$

$

(4,808)

$

$

(4,808)

As Revised

Balance as of December 31, 2020

38,345

$

383

$

135,978

(6,173)

$

(56,791)

$

(13,033)

$

(2,159)

$

64,378

Net loss attributable to common stockholders

(17,752)

(17,752)

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)

$

(30,785)

$

(1,343)

$

55,418

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Year Ended December 31, 2021

As Previously

Revision

    

Reported

    

Impact

    

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss attributable to common stockholders

$

(16,474)

$

(1,278)

$

(17,752)

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

1,139

5,137

Stock-based compensation expense

530

530

Gain on sale of residential condominium units, net

(321)

(321)

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

Decrease (increase) in operating assets:

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)

(139)

(7,443)

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to real estate

(36,349)

139

(36,210)

Net proceeds from the sale of residential condominium units

22,275

22,275

Net cash used in investing activities

(14,074)

139

(13,935)

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

$

$

3,580

Capitalized stock-based compensation expense

$

177

$

$

177

Loan forgiveness

$

243

$

$

243