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PART II

Our common stock trades on the NYSE American. The trading symbol of our common stock is “TPHS”.

Outstanding Common Stock and Holders

As of March 13, 2020,31, 2021, we had 38,205,37738,840,508 shares issued and 32,292,46332,442,635 shares outstanding and there were approximately 172160 record holders of our common stock.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table shows the stock repurchase activity by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act, by month for the three months ended December 31, 2019:2020:

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(1) In December 2019, our Board of Directors approved a stock repurchase program under which we can buy up to $5.0 million of shares of our common stock. Repurchases under the stock repurchase program may be made through open market or privately negotiated transactions at times and on such terms and in such amounts as management deems appropriate, subject to market conditions, regulatory requirements and other factors. The program does not obligate the Company to repurchase any particular amount of common stock, and may be suspended or discontinued at any time without notice.

(2) Includes 19,551 shares that settled in January 2020. These shares are included in net shares outstanding at December 31, 2019.

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Overview

Overview

Trinity Place Holdings Inc. (“Trinity,which we refer to in this report as “Trinity,” “we,” “our,” or “us”), is a real estate holding, investment, development and asset management company. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”). 77 Greenwich was previously a vacant building that was demolished andwe demolished.  It is under development as amixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a newly built 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), acquired in May 2018, and, through joint ventures, a 50% interest in a newly constructedbuilt 95-unit multi-family property known as The Berkley, located at 223 North 8^th Street, Brooklyn (“The Berkley”) and a 10% interest in a newly built 234-unit multi-family property located one block from theThe Berkley at 250 North 10^th Street (“250 North 10^th Street””), acquired in January 2020, also in Brooklyn, New York. In addition we own a property occupied by a retail tenanttenants in Paramus, New Jersey. See Item 2. Properties for a more detailed description of our properties. In addition to our real estate portfolio, we also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”). We also had approximately $241.5$232.0 million of federal NOLsnet operating loss carry forwards (“NOLs”) at December 31, 2019,2020, which can be used to reduce our future taxable income and capital gains.

We continue to evaluate new investment opportunities.  Recently we have focusedopportunities, with a focus on newly constructed multi-family properties in New York City.City as well as properties in close proximity to public transportation in the greater New York metropolitan area. We consider investment opportunities involving other types of properties and real estate related assets, includingas well as repurchases of our common stock, taking into account our cash position, liquidity requirements, and our ability to raise capital to finance our growth. In addition, we may selectively consider potential acquisition, development and dispositionfee-based opportunities, as well as fee baseddisposition, sale or consolidation opportunities.  

Impact of COVID-19

The impact of the recent outbreak of COVID-19 on our results and operations has been and will continue to be significant. The extent of the impact going forward will largely depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the outbreak, in New York City in particular, the success of actions taken to contain or treat COVID-19, actions taken by governmental entities, companies and individuals in response to the pandemic and reactions to such actions, the impact on local and broader economic activity and capital markets from the COVID-19 pandemic and new information that emerges with respect to the foregoing and other aspects of COVID-19. The extent to which the COVID-19 pandemic will impact the Company’s business, operations and financial results in the future will depend on numerous evolving factors that the Company is not able to predict at this time, including, but not limited to, the impact on sales of residential condominium units at our most significant asset, 77 Greenwich, which has been material, the impact on the timing for construction of 77 Greenwich and completion of the remediation and restoration project at 237 11^th; the impact on the timing of the 237 11^th litigation due to backlog in the New York City court system and the slowdown in judicial proceedings, and the receipt of any payments we may receive in connection with the litigation; our ability to obtain maturity extensions and covenant modifications on acceptable terms; increased operating costs related to cleaning and disinfecting our properties; the effect of the pandemic on the Company’s tenants and their ability to make rental payments; and the effect of the eviction moratorium (in effect from March 2020 through May 1, 2021, subject to further extension) imposed by New York State and the impact of decisions of the NYC Rent Guidelines Board on our ability to raise rents. These developments and events have and will continue to adversely impact the Company’s business, financial condition, results of operations and stock price, which has been and is anticipated to continue to be material, although in recent months we have seen indications of a recovery in the New York City real estate market and improvements in the financing markets, including early indications of robust interest in the refinancing of our two loans maturing in June 2021 and January 2022, respectively.  See Note 1 – Business to our consolidated financial statements and Part II. Item 1A. Risk Factors, of this Annual Report on Form 10-K for further information.

Vacancy rates for multifamily properties across all boroughs of New York City have increased since the start of the COVID-19 pandemic, with the largest increases in Manhattan. The work from home phenomenon resulted in significant number of people moving out of urban areas to suburban areas. This has driven a drop in rental rates and an increase in concessions resulting in lower net effective rents primarily on new leases. In recent months, with the implementation of COVID-19 vaccination programs and companies encouraging employees to return to the office, more potential tenants are moving back into New York City, which we anticipate should result in a reduction in concessions over time. New York State imposed a moratorium on tenant evictions in March 2020 that will be in place until May 1, 2021, unless extended

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further. Rent collections at our properties have been strong and in line with pre-pandemic collection rates.  Notwithstanding these broader market trends, although multifamily property sales transaction volumes decreased in 2020, signs of distress, including discounted sales prices and debt workouts, in the New York City investment market has been almost non-existent over the past year.

Transactions, Development and Other Activities During 20192020

Continued Progress in Development of 77 Greenwich

WeAs of December 31, 2020, we completed all 5045 stories of the superstructure at 77 Greenwich as well as 95%and 100% of the curtain wall.building enclosure is complete (excluding the hoist area). The project continues to be on schedule and on budget and was 75%approximately 86% complete at December 31, 2019.2020.

Other Activities

Results of Operations

Results of Operations for the Year Ended December 31, 20192020 Compared to the Year Ended December 31, 20182019

TotalRental revenues increasedin total decreased by approximately $0.4$3.1 million to $993,000 for the year ended December 31, 2020 from $4.1 million for the year ended December 31, 2019 from $3.72019. This consisted of a decrease in rent revenues by approximately $2.7 million to $911,000 for the year ended December 31, 2018. Rental revenue increased by approximately $0.5 million to $3.72020 from $3.6 million for the year ended December 31, 2019, as well as a decrease in tenant reimbursements by approximately $397,000 to $82,000 for the year ended December 31, 2020 from $3.2$479,000 for the year ended December 31, 2019. The decrease in total revenues and its related components was partially due to the sale of the West Palm Beach, Florida property (approximately $1.2 million) in November 2019 as well as lower occupancy, lower face rents and increased rent concessions at 237 11^th due to certain construction related defects that are being repaired.

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Other income of $263,000 consisted mainly of the SCA construction supervision fees we recognized since the closing on the sale of the school condominium to the SCA in April 2020.

Property operating expenses increased by approximately $2.8 million to $8.2 million for the year ended December 31, 2018 and were offset by tenant reimbursements which decreased by $155,000 to $319,000 for the year ended December 31, 20192020 from $474,000 for the year ended December 31, 2018. The increase in total revenues was primarily due to the increase in rental revenues, which in turn was mainly attributable to the acquisition of 237 11^th in May 2018, partially offset by lower occupancy and increased concessions starting in the third quarter 2019 due to certain construction related defects at 237 11^th that are being repaired.

Property operating expenses increased by approximately $3.4 million to $5.3 million for the year ended December 31, 2019 from $1.9 million for the year ended December 31, 2018.2019. The increase was principally due to expenses associated with 237 11^th, inclusive ofincluding approximately $7.1 million in costs incurred during the year ended December 31, 2020 to repair the construction related defects of approximately $3.7 million.defects. The increase was partially offset by a reduction expenses from the West Palm Beach, Florida property which was sold in November 2019. These amounts consisted primarily of expenses incurred for utilities, payroll, COVID-19 related supplies and general operating expenses as well as repairs and maintenance at 237 11^th, which was acquired in May 2018, and.

Real estate tax expense decreased by $249,000 to $79,000 for the year ended December 31, 2020 from $328,000 for the year ended December 31, 2019, due primarily to the sale of the West Palm Beach, Florida property which was sold in November 2019.

Real estate tax expense remained flat at approximately $0.3 million for each of the years ended December 31, 2019 and 2018, respectively.

General and administrative expenses decreased by approximately $0.1$394,000 to $5.0 million tofor the year ended December 31, 2020 from $5.4 million for the year ended December 31, 2019 from $5.5 million for2019. For the year ended December 31, 2018.2020, approximately $708,000 related to stock-based compensation, $2.5 million related to payroll and payroll related expenses, $980,000 related to other corporate expenses, including board fees, corporate office rent and insurance, and $788,000 related to legal, accounting and other professional fees which included approximately $200,000 of legal fees to resolve a legacy Syms claim related to the multiemployer pension plan (see Note 9 – Commitments – Legal Proceedings to our consolidated financial statements for further information regarding the claim).  For the year ended December 31, 2019, approximately $859,000 related to stock-based compensation, $2.7 million related to payroll and payroll related expenses, $1.1 million related to other corporate expenses, including board fees, corporate office rent and insurance and $743,000 related to legal, accounting and other professional fees. For

Pension related costs decreased by $388,000 to $345,000 for the year ended December 31, 2018, approximately $1.2 million related to stock-based compensation, $2.4 million related to payroll and payroll related expenses, $1.1 million related to other corporate expenses, including board fees, corporate office rent and insurance and $789,000 related to legal, accounting and other professional fees.

Pension related costs increased by $497,000 to2020 from $733,000 for the year ended December 31, 2019 from $236,000 for the year ended December 31, 2018.2019. These costs represent professional fees and other periodic pension costs incurred in connection with the legacy Syms Pension Plan.

Plan (see Note 8 – Pension Plans to our consolidated financial statements for further information).

Transaction related costs decreased by $215,000$34,000 to $133,000 for the year ended December 31, 2020 from $167,000 for the year ended December 31, 2019 from $382,000 for the year ended December 31, 2018.2019. These costs represent professional fees and other costs incurred in connection with formation activities and the underwriting and evaluation of potential acquisitions and investments for transactions that were not consummated, as well as costs for potential leases at our retail properties that were not consummated.

Depreciation and amortization expense increaseddecreased by approximately $0.5$209,000 to $2.8 million tofor the year ended December 31, 2020 from approximately $3.0 million for the year ended December 31, 2019 from approximately $2.5 million for2019. For the year ended December 31, 2018.2020, depreciation and amortization expense consisted of depreciation for 237 11^th of approximately $1.7 million and the amortization of lease commissions, acquired in-place leases and warrants of approximately $1.1 million. For the year ended December 31, 2019, depreciation and amortization expense consisted of depreciation in respect offor 237 11^th and the West Palm Beach, Florida property of approximately $1.8 million and the amortization of trademarks and lease commissions and acquired in-place leases of approximately $1.2 million. For the year ended December 31, 2018, depreciation and amortization expense consisted of depreciation in respect of 237 11^th and the West Palm Beach, Florida property of approximately $1.2 million and the amortization of trademarks and lease commissions and acquired in-place leases of approximately $1.3 million. The increasedecrease in depreciation and amortization expense for the year ended December 31, 20192020 compared to December 31, 20182019 was primarily due to the depreciation in respect ofin-place lease costs at 237 11^th, which was acquired in May 2018 which was partially offset due tobeing fully amortized by December 31, 2019 and the sale of the West Palm Beach, Florida property in November 2019.

WeGain on sale of condominium of $24.2 million for the year ended December 31, 2020 consists of the gain on sale of the school condominium to the SCA of $20.0 million and an additional gain of $4.2 million related to the recognition of our construction supervision fee which had been deferred. This gain was recorded a gainupon the conveyance of the school condominium to the SCA in April 2020. Gain on sale of real estate for the year ending December 31, 2019 of $9.5 million was due to the sale of the West Palm Beach, Florida property in November 2019 for consideration of $19.6 million. No assets were sold during the year ended December 31, 2018.

Equity in net loss from unconsolidated joint ventureventures increased by approximately $91,000$752,000 to $1.6 million for the year ended December 31, 2020 from approximately $819,000 for the year ended December 31, 2019 from approximately $728,000 for the year ended December 31, 2018 primarily due to higher interest expensedepreciation and lower operating income withinamortization expenses, approximately $800,000 of which was our portion of the write-off of deferred finance costs in connection with the refinancing of the Berkley Loan during the second quarter of 2020. This was partially

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offset by higher rental revenue from the acquisition of 250 North 10^th in January 2020. Equity in net loss from unconsolidated joint venture. Thisventures represents our 50% share in The Berkley that we acquiredand our 10% share in 2016.250 North 10^th. For the year ended December 31, 2020, our share of the loss is primarily comprised of operating income before depreciation of $1.8 million offset by depreciation and amortization of $2.6 million and interest expense of $800,000. For the year ended December 31, 2019, our share of the loss, which consisted only of The Berkley, is primarily comprised of operating income before depreciation of $1.2 million offset by depreciation and amortization of $1.0 million and interest expense of $953,000.

Unrealized gain on warrants of $965,000 represents the change in the mark-to-market of the valuation of warrants during the year ended December 31, 2020.

Interest expense, net increased by $1.5 million to $1.4 million for the year ended December 31, 2020 from approximately $67,000 of interest income, net for the year ended December 31, 2019. For the year ended December 31, 2018, our share2020, there was approximately $17.2 million of the loss is primarily comprised of operating income before depreciation of $1.2 million offset by depreciation and amortization of $1.0 million andgross interest expense incurred, $15.7 million of $895,000.

Interest income, net decreased by $145,000 to $67,000 for the year ended December 31, 2019 from approximately $212,000 for the year ended December 31, 2018.which was capitalized, and $57,000 of interest income. For the year ended December 31, 2019, there was approximately $13.5 million of gross interest expense incurred, all of which was capitalized, and $67,000 of interest income. For the year ended December 31, 2018, there was approximately $6.8 million of gross interest expense incurred, all of which was capitalized, and $212,000 of interest income. The increase in gross interest expense and capitalized interest is due to the higher debt balancelarger and growing borrowings outstanding on the 77 Greenwich Construction Facility during 2019.the period, as well as new borrowings under the Corporate Credit Facility as described in more detail in the Liquidity and Capital Resources section below.

Interest expense - amortization of deferred finance costs of $202,000 for the year ended December 31, 2020 represents the amount of amortization of finance costs for our loans and line of credit that were not capitalized as part of real estate under development.

We recorded approximately $128,000$306,000 in tax expense for the year ended December 31, 20192020 compared to approximately $290,000$128,000 in tax in expense for the year ended December 31, 2018.

2019.

Net lossincome attributable to common stockholders decreasedincreased by approximately $5.7$8.7 million to $6.5 million for the year ended December 31, 2020 from a loss of $2.2 million for the year ended December 31, 2019 from $7.9 million for the year ended December 31, 2018 as a result of the changes discussed above.

above, principally the gain on sale of the school condominium to the SCA.

Liquidity and Capital Resources

We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital and funds for acquisition and development or redevelopment of properties, tenant improvements, leasing costs, and repayments of outstanding indebtedness will include some or all of the following:

Cash flow from operations is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs.

As of December 31, 2020, we had total cash and restricted cash of $16.1 million, of which approximately $6.5 million was cash and cash equivalents and approximately $9.6 million was restricted cash. As of December 31, 2019, we had total cash and restricted cash of $18.7 million, of which approximately $9.2 million was cash and cash equivalents and approximately $9.5 million was restricted cash. As of December 31, 2018, we had total cash of $14.0 million, of which approximately $11.5 million was cash and cash equivalents and approximately $2.5 million was restricted cash. Restricted cash represents amounts required to be restricted under our loan agreements, letters of credit (see Note 10 – Loans Payable and Secured Line of Credit to our consolidated financial statements for

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further information), deposits on residential condominium sales at 77 Greenwich and tenant related security deposits. The increase in restricted cash is primarily due to $9.0 million in letters of credit securing our obligation with the New York City MTA to upgrade toa new handicapped accessible subway entrance at 77 Greenwich, which amount is anticipated to be subject to periodic decreases until 2022, at which point we currently anticipate it will be completely released. In addition, cash and cash equivalents includes cash which, together with availability under our line of credit, is required to be maintained to meet certain liquidity requirements under the 77 Greenwich Construction Facility, described below. This liquidity requirement, inclusive of cash and line of credit availability, is $15.0 million as of December 31, 2019, and will decreasedecreased to $10.0 million upon closing ofwhen we closed on the conveyance of the school condominium to the SCA (currently expected to occur in the spring of 2020)April 2020 and $5.0 milliondecreases further upon the achievement of certain construction and sales milestones.

The increase in total cash during the year ended December 31, 2019 was primarily the result of the cash necessary to collateralize the letters of credit required in connection with the construction to upgrade toa new handicapped accessible subway entrancerelated milestones at 77 Greenwich, which was offset by cash used for working capital, as well as $8.3 million in net proceeds from the sale of the West Palm Beach, Florida property in November 2019.Greenwich.

Corporate Credit Facility

In December 2019, we entered into a credit agreement (the “Credit Agreement”“Corporate Credit Facility”) with an affiliate of a global institutional investment management firm as initial lender (the “Lender”“CCF Lender”) and Trimont Real Estate Advisors, LLC, as administrative agent (the “Corporate Facility Administrative Agent”), pursuant to which the CCF Lender agreed to extend us credit in multiple draws aggregating $70$70.0 million, which may be increased by $25$25.0 million (the “Loan”), subject to satisfaction of certain conditions and the consent of the CCF Lender. Draws under the LoanCorporate Credit Facility may be made during the 32-month period following the closing date of the Corporate Credit Agreement.Facility (the “Closing Date”). The Corporate Credit AgreementFacility matures on December 19, 2024, subject to extensions until December 19, 2025 and June 19, 2026, respectively, under certain circumstances. The proceeds of the Corporate Credit AgreementFacility may be used for investments in certain multi-family apartment buildings in the greater New York City area and certain non-residential real estate investments approved by the CCF Lender in its reasonable discretion, as well as in connection with certain property recapitalizations and in specified amounts for general corporate purposes and working capital. The Corporate Credit Agreement was undrawn at closing and at December 31, 2019. The Credit AgreementFacility bears interest at a rate per annum equal to the sum of (i) 5.25% (the “PIK Interest Rate”) and (ii) a scheduled interest rate (the “Cash Pay Interest Rate”) based on six-month periods from the closing date,Closing Date, which Cash Pay Interest Rate, from the closing dateClosing Date until the six-month anniversary of the closing date, equalsClosing Date initially equaled 4.0%, and increases by 125 basis points in each succeeding six-month period, subject to increase during the extension periods. A $2.45 million commitment fee iswas payable 50% on the initial draw andwith the remaining 50% payable as amounts under the Corporate Credit AgreementFacility are drawn, with any remaining balance due on the last date of the draw period, and a 1.0% exit fee is payable in respect of Corporate Credit AgreementFacility repayments. As of December 31, 2020, we had paid $1.85 million of the commitment fee. The Corporate Credit AgreementFacility may be prepaid at any time subject to a prepayment premium on the portion of the Corporate Credit AgreementFacility being repaid. WeAt December 31, 2020, the Corporate Credit Facility had an outstanding balance of $35.75 million and an effective interest rate of 9.5%. Accrued interest totaled approximately $1.5 million at December 31, 2020.  The Corporate Credit Facility was undrawn at December 31, 2019. (See Note 10 – Notes Payable and Secured Line of Credit to our consolidated financial statements for further discussion).

In connection with the December 22, 2020 transaction noted below, the Company entered into an amendment to the Corporate Credit Facility (the “Corporate Facility Amendment”) pursuant to which, among other things, (i) the CCF Lender and the Corporate Facility Administrative Agent permitted the Company to enter into the Mezzanine Loan Agreement (as defined below), the amendment to the 77 Greenwich Construction Facility (as defined below) and related documents, (ii) the commitment made by the CCF Lender under the Corporate Credit Facility was reduced by the amount of the Mezzanine Loan (as defined below) from $70.0 million to $62.5 million, subject to increase by $25.0 million upon satisfaction of certain conditions and the consent of the CCF Lender, and (iii) the multiple on invested capital, or MOIC, amount that would be due and payable by the Company upon the final repayment of the loan pursuant to the Corporate Credit Facility if no event of default exists and is continuing under the Corporate Credit Facility at any time prior to December 22, 2022, was amended to combine the Corporate Credit Facility and the Mezzanine Loan for purposes of calculating the MOIC, to the extent not previously paid, if any.

In connection with the Corporate Credit Facility, we also entered into a Warrant Agreementwarrant agreement with the CCF Lender pursuant to which we issued to the CCF Lender ten-year warrants (the “Warrants”) to purchase up to 7,179,000 shares of our common stock,stock.  In connection with anthe Corporate Facility Amendment, the exercise price of the Warrants was amended from $6.50 per share to $4.50 per share, payable in cash or pursuant to a cashless exercise. See Note 10 - Loans Payable and Secured Line of Credit andexercise (see Note 11 – Stockholders’Stockholders Equity – Warrants to our consolidated financial statements for further discussion regarding the Credit Agreement and the Warrants, respectively.warrants).

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237 11^th Loans

In May 2018, in connection with the acquisition of 237 11^th, wholly owned subsidiaries of ourswe entered into two-year interest-only financings with an aggregate principal amount of $67.8 million, comprised of a $52.4 million mortgage loan (the “237 11^th Loan”) with Canadian Imperial Bank of Commerce (“CIBC”) and a $15.4 million mezzanine loan with RCG LV Debt VI REIT, LLC (the “237 11^th Loans”), bearing interest at a blended average rate of 3.72% over the 30-day LIBOR, each with a one-year extension option upon satisfaction of certain conditions. The mezzanine loan was repaid in full in February 2020. In June 2020, the maturity of the 237 11^th LoansLoan was extended to June 2021 and the 237 11^th Loan was amended to include a delayed draw facility of $4.25 million, which is being drawn now that most of the $3.6 million of remediation reserves we funded in connection with the amendment have been used. As of December 31, 2020, $723,000 of the delayed draw funds had been drawn. We also funded an interest reserve account of $0.8 million which we are required to replenish over time. In conjunction with the amendment, a LIBOR floor of 50 basis points was put in place, the spread was increased by 25 basis points to 2.25% and the exit fee was increased by 50 basis points to 1.0%. At December 31, 2020, the 237 11^th Loan had a balance of $53.2 million and an effective interest rate of 2.75%. The blended effective interest rate at December 31, 2019 for both the 237 11^th Loan and the mezzanine loan was approximately 5.48%.  The 237 11^th Loan is non-recourse to us except for our environmental indemnity agreements, certain non-recourse carve-out and carry guaranties covering among other things interest and operating expenses, and in the case of the mortgage loan, a guaranty of 25% of the principal amount, decreasing to 10% of the principal balance upon the debt yield ratio becoming equal to or greater than 7.0%. The effective interest rate at December 31, 2019 and 2018 was approximately 5.48% and 6.22%, respectively. The 237 11^th Loans areLoan is prepayable at any time in whole, provided that prepayment of the mortgage loan must be accompanied by prepayment of the mezzanine loan, and under certain circumstances in part, upon payment in the case of the mortgage loan, of a 0.50% deferred commitment fee (unless the loan is refinanced with the mortgage lender in which case no such fee is payable), and, in the case of the mezzanine loan, with no fee. The mezzanine loan was repaid in full in February 2020..

From time to time, properties that we own, acquire or develop may experience defects, including concealed defects, or damage due to natural causes, defective workmanship or other reasons. In these situations, we pursue our rights and remedies as appropriate with insurers, contractors, sellers and others. Currently, dueDue to certain construction defects at 237 11^th that resulted in water penetration into the building and damage to certain apartment units and other property, which defects we believe were concealed and which would have required significant invasive work of a type not usually required or permitted, especially on a newly-built asset, to be detected, we submitted aproofs of loss to our insurance carrier for property damage and casualty claim for business interruption (lost revenue), property damage in March 2019.   The insurance carrier subsequently disclaimed coverage for the losses and we filed a complaint against the related remediation costs.carrier and its administrator, alleging that they breached the insurance policy by denying coverage and requesting a declaration that they are obligated to cover the claimed damage.  We have also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from the defective construction. In addition, the general contractor has impleaded into that litigation several subcontractors who performed work on the property. Management expects to recover some portion of the cost incurred to repair the property through the litigation, potential litigation,litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time. Untiltime, as is the litigation and/or potential settlement negotiations are resolved, there will bereceipt of any such payments, which has been impacted by the COVID-19 pandemic, including the resulting backlog in the court system and slowdown in judicial proceedings.  We have been in discussions with the seller, its parent company, the general contractor, and the third-party defendants impleaded by the general contractor about engaging in mediation to potentially settle the case involving those parties. A mediation process commenced at the end of February 2021.  We incurred significant cash outflows for costs associated with repairs and remediation, costswhich commenced in September 2019. Occupancy continuesThe decrease in occupancy to decrease as tenants vacate20% at December 31, 2020 was due to the ongoingclearing of certain floors to prepare for and carry out the remediation work. Management continuesRemediation and restoration work was delayed for two months in 2020 due to managethe temporary shutdown of non-essential construction projects in New York from April to June, which resulted in a delay in commencement of our leasing up of the property.  Future delays would have a similar impact.  Prior to the COVID-19 related shutdown of all non-essential construction by New York State, we expected the building to be approximately 75% remediated by the summer 2020 and to re-introduce the building into the leasing atmarket on or around the property. The residential portionsame time. As of the property was approximately 32.4% leased at December 31, 2019.2020, remediation work on floors 4-12 has been completed, other than a few specific units. We expect the remediation and restoration project to be completed by spring 2021.  As of December 31, 2020, 58 units had been remediated, many of which are now occupied.  We also began leasing efforts for the remediated units, although the pace of leasing in the current environment remains uncertain.  Additional units will be introduced back into the market as they become available.  During the fourth quarter ended December 31, 2020, we collected approximately 100% of rent due.

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77 Greenwich Construction Facility

OnIn December 22, 2017, a wholly-owned subsidiary of ourswe closed on a $189.5 million construction facility for 77 Greenwich (the “77 Greenwich Construction Facility”) with Massachusetts Mutual Life Insurance Company as lender and administrative agent (the “77 Greenwich Lender”). We draw down proceeds as costs related to the construction are incurred for 77 Greenwich. In connection with the closing of the 77 Greenwich Construction Facility on December 22, 2017, a portion of the proceeds on the closing date was used to pay in full the outstanding balance, including accrued interest, under our loan with Sterling National Bank, in an aggregate amount of $40.1 million.new mixed-use building are incurred. The balance of the 77 Greenwich Construction Facility was $104.9approximately $139.0 million at December 31, 2019.2020. The 77 Greenwich Construction Facility has a four-year term ending January 2022 with onean extension option for an additional year under certain circumstances. The collateral for the 77 Greenwich Construction Facility is the borrower’s fee interest in 77 Greenwich, which is the subject of a mortgage in favor of the 77 Greenwich Lender, as well as related collateral and a pledge of the equity in the borrower. The 77 Greenwich Construction Facility bears interest on amounts drawn at a rate per annum equal to the greater of (i) LIBOR plus 8.25% and (ii) 9.25% (see Note 10 – Loans Payable and Secured Line of Credit to our consolidated financial statements for further discussion). The effective interest rate at December 31, 2020 and 2019 was 9.25% and December 31, 2018 was 10.01% and 10.60%, respectively. Although there can be no assurances, we currently anticipate that the proceeds available under the 77 Greenwich Construction Facility, together with equity funded by us to date, and future contributions by the SCA, will be sufficient to financecomplete the construction and development of 77 Greenwich without us making any further equity contributions. In connection with the 77 Greenwich Construction Facility, we executed certain guaranties and environmental indemnities, including a recourse guaranty under which we are required to satisfy certain net worth and liquidity requirements.

In early April 2020, New York State required all non-essential construction projects be shut down due to the impact of the COVID-19 pandemic. As a result, the construction of 77 Greenwich was temporarily suspended. Construction recommenced mid-April, initially on a modified basis, as certain work was deemed “essential” construction. Since June 2020, a full crew has been on site and operating in accordance with applicable guidelines in response to the COVID-19 outbreak. Future delays in construction may result in a delay in our ability to complete the construction project on its original timeline and our ability to sell condominium units.  Despite the construction delays, we currently expect that the construction project will be completed within budget.  We currently anticipate receiving our temporary certificates in stages through the first half of 2021.

On FebruaryDecember 22, 2017,2020, we entered into an amendment to the 77 Greenwich Construction Facility, pursuant to which, among other things, the sales pace covenants were amended and extended to provide for a reduction in the gross value of condominium sales at the 77 Greenwich and to afford more favorable cure rights than previously existed if a required sales threshold is not satisfied. The sales pace covenants will be tested on April 1, 2021, July 1, 2021 and October 2, 2021. Additionally, the outside date by which we are required to have substantially completed construction of all improvements to 77 Greenwich was extended to November 30, 2021 and the liquidity requirements will be reduced based on construction progress.  We currently anticipate that Temporary Certificates of Occupancy, upon the granting of which, and in conjunction with our condominium offering plan being declared effective, unit purchasers may occupy their units (“TCOs”), will be issued significantly sooner than such outside date, with the first TCO having been received on March 8, 2021. In connection with entering into the amendment to the 77 Greenwich Construction Facility, we paid down $8.0 million of the 77 Greenwich Construction Facility and funded certain reserves to the 77 Greenwich Lender, a portion of which was funded by a release of certain cash collateral and the balance of which was funded by a mezzanine loan in accordance with the Mezzanine Loan Agreement defined below. Under the terms of the amendment to the 77 Greenwich Construction Facility, to the extent that any payments are needed to satisfy the minimum multiple fee owed to the 77 Greenwich Lender upon the repayment of the 77 Greenwich Construction Facility that have not already been paid, such minimum multiple fee will be reduced by 60% if the 77 Greenwich Construction Facility is repaid in full prior to June 30, 2021, and by 40% if repaid between July 1, 2021 and September 30, 2021. The Company currently expects any such payments to be minimal (if anything).

Mezzanine Loan

On December 22, 2020, we entered into a mezzanine loan agreement with an affiliate of the CCF Lender (the “Mezzanine Loan Agreement”, and the loan thereunder, the “Mezzanine Loan”).  The Mezzanine Loan is for an amount of $7.5 million and has a term of three years with two one-year extension options, exercisable under certain circumstances. The collateral for the Mezzanine Loan is the borrower’s equity interest in its direct, wholly-owned subsidiary, which owns 100% of the equity interests in the borrower under the 77 Greenwich Construction Facility. The blended interest rate for the 77 Greenwich Construction Facility and the Mezzanine Loan, assuming the 77 Greenwich Construction Facility and the

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Mezzanine Loan are fully drawn, is 9.44% on an annual basis, representing a variance from the prior rate of approximately 19 basis points. Interest on the Mezzanine Loan is not payable on a monthly basis but instead is automatically added to the unpaid principal amount on a monthly basis (and therefore accrues interest) and is payable in full on the maturity date of the Mezzanine Loan. Upon final repayment of the Mezzanine Loan, a MOIC will be due on substantially the same terms as provided for in the Corporate Credit Facility. The Mezzanine Loan may not be prepaid prior to prepayment in full of the 77 Greenwich Construction Facility, but if the 77 Greenwich Construction Facility is being prepaid in full, the Mezzanine Loan may be prepaid simultaneously therewith. Subject to the prior sentence the Mezzanine Loan may be prepaid in whole or in part, without penalty or premium (other than payment of the MOIC amount, if applicable, as provided above), upon prior written notice to the lender under the Mezzanine Loan. In connection with the Mezzanine Loan, the Company entered into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking substantially consistent with the Company’s existing guarantees made to the 77 Greenwich Lender in connection with the 77 Greenwich Construction Facility.

Secured Line of Credit

Our $12.75 million secured linesline of credit for an aggregate of $12.0 million, with Sterling National Bank as the lender, which were secured by our properties located in Paramus, New Jersey, and Westbury, New York, respectively, and had an original maturity date of February 22, 2018. On August 4, 2017, in connection with the sale of the Westbury, New York property, the $2.9 million line of credit secured by this property, which was undrawn, matured. The remaining $9.1 million line of credit,is secured by the Paramus, New Jersey property, was increasedproperty.  In March 2021, we entered into an amendment to $11.0 million in September 2017, andextend the maturity date extended to February 22, 2019. The line of credit was further increased to $12.75 million in December 2018 and the maturity date was extended to March 21, 2021.2022. The secured line of credit, which prior to December 2018the amendment, bore interest, for drawn amounts only, at 100 basis points over Prime, as defined in the underlying credit agreement, now bears interest at 200 basis points over the 30-day LIBOR, andnow bears interest at the prime rate, currently 3.25%.  The secured line of credit is pre-payable at any time without penalty. A portion of the secured line of credit is subject to an unused fee. As of December 31, 2019,2020, the secured line of credit had an outstanding balance of $5.3$7.75 million and an effective interest rate of 3.76%2.14%.

The Berkley Loan

Through a wholly-owned subsidiary, weWe own a 50% interest in a joint venture formed to acquire and operate The Berkley. OnIn December 5, 2016, the joint venture closed on the acquisition of The Berkley through a wholly-owned special purpose entity for a purchase price of $68.885 million, of which $42.5 million was financed through a 10-year loan (the “Berkeley Loan”) secured by The Berkley, and the balance was paid in cash, (halfhalf of which was funded by us).  The non-recourse Berkeleyus. On February 28, 2020, in connection with a refinancing, the Berkley Loan borewas repaid in full and it was replaced with a new 7-year, $33.0 million loan (the “New Berkley Loan”) which bears interest at the 30-day LIBORa fixed rate plus 216 basis points, wasof 2.717% and is interest only forduring the initial five years, wasyears. It is pre-payable with a 1% prepayment premiumat any time and had covenants and defaults customary for a Freddie Mac financing.can be increased by up to $6.0 million under certain circumstances. We and our joint venture partner wereare joint and several recourse carve-out guarantors under the Berkeley Loan pursuantNew Berkley Loan.

250 North 10^th Note

We own a 10% interest in a joint venture with TF Cornerstone (the “250 North 10^th JV”) formed to Freddie Mac’s standard formacquire and operate 250 North 10^th, a newly built 234-unit apartment building in Williamsburg, Brooklyn, New York. On January 15, 2020, the 250 North 10^th JV closed on the acquisition of guaranty. The effective interest ratethe property through a wholly-owned special purpose entity for a purchase price of $137.75 million, of which $82.75 million was 3.92% at December 31, 2019financed through a 15-year mortgage loan (the “250 North 10^th Note”) secured by 250 North 10^th and 4.66% at December 31, 2018. The Berkeley Loanthe balance was paid in fullcash. Our share of the equity totaling approximately $5.9 million was funded through a loan (the “Partner Loan”) from our joint venture partner. The Partner Loan bears interest at 7.0% and is prepayable any time within its four year term. Our partner has the option of having the Partner Loan repaid in February 2020our common stock if the price of our common stock exceeds $6.50 per share at the time of conversion. The non-recourse 250 North 10^th Note bears interest at 3.39% for the duration of the loan term and has covenants, defaults, and a new loan was entered into (see Note 15 – Subsequent Events – Loan refinancing for more information).non-recourse carve out guaranty executed by us. We earned an acquisition fee at closing and are entitled to ongoing asset management fees and a promote upon the achievement of certain performance hurdles.

COVID-19 Pandemic, Liquidity and Going Concern

We sold the West Palm Beach, Florida property on November 23, 2019 and repaid the balance under the WPB Loan of $10.3 million.

WeAt this time, we believe our existing balances of cash and cash equivalents, together with proceeds that may be raised from equitydebt issuances, debtequity issuances, dispositions of properties, sales of partial interests in properties and/or draws on our $70 millionCorporate Credit Facility and secured line of credit will be sufficient to satisfy our working capital needs and projected capital and other expenditures associated with our operations over the next 12 months.months, including approximately $300,000

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of anticipated capital expenditures primarily at 237 11^th. We believe we have good relationships with our lenders and we have historically negotiated extensions, amendments and waivers with our lenders, when warranted.

The COVID-19 pandemic has adversely affected our near-term, and may adversely affect our long-term, liquidity, cash flows and revenues and has required and may continue to require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, seeking loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants in an effort to mitigate financial hardships and seeking access to federal, state and/or local financing and other programs.  In addition, we continue to be subject to a New York State mandate disallowing tenant evictions for non-payment of rent due to COVID-19 related hardships.  As has been reported in each of our Quarterly Reports on Form 10-Q since the beginning of the COVID-19 pandemic, given the impacts of COVID-19, it is possible that we may be unable to extend or refinance our maturing debt or meet future sales pace covenants under the amended 77 Greenwich Construction Facility, creating substantial doubt about our ability to operate as a going concern. Although the impact of the COVID-19 pandemic may affect our ability to extend or refinance the 237 11^th Loan which matures in June 2021, based on discussions with mortgage brokers and lenders, we believe there will be a high level of interest in a refinancing as the credit markets begin to improve along with improving conditions in the New York City real estate market and COVID-19 situation generally, combined with an increase in leases executed at the property.  There is also significant interest in a potential refinancing of the 77 Greenwich Construction Facility, which matures in January 2022 and represents a majority of our maturing debt, including our receipt of proposed terms for a refinancing of the 77 Greenwich Construction Facility.  Additionally, although the impact of the pandemic has impeded the sale of residential condominium units at 77 Greenwich, the pace of signing contracts has increased in 2021.Although we believe that we will be able to enter into extensions, amendments and waivers with our lenders, raise additional capital, refinance indebtedness or enter into other financing arrangements or engage in asset sales sufficient to fund any cash needs that we are not able to satisfy with our cash, cash equivalents and draws on our Corporate Credit Facility or secured line of credit, given the current environment there can be no assurance that we will be able to do so on terms satisfactory to us, if at all. See Note 1 – Business - COVID-19 Pandemic to our consolidated financial statements and Part II. Item 1A. Risk Factors, of this Annual Report on Form 10-K for further information.

At-The-Market Equity Offering Program

In December 2016, we entered into an "at-the-market" equity offering program (the “ATM Program”), to sell up to an aggregate of $12.0 million of our common stock. During the year ended December 31, 2017, we sold 2,492 shares of our common stock for aggregate gross proceeds of approximately $23,000 at a weighted average price of and $9.32 per share. We did not sell any shares through this program in 2018 or 2019. The sale agreement with our broker expired in accordance with its term on June 30, 2019 and was not extended. We did not sell any shares through this program in 2019.

Cash Flows

Cash Flows for the Year Ended December 31, 20192020 Compared to the Year Ended December 31, 2018

2019

Net cash used in operating activities decreasedincreased by approximately $926,000$6.8 million to $10.4 million for the year ended December 31, 2020 from $3.6 million for the year ended December 31, 2019 from $2.72019. This increase was mainly due to an increase in operating losses of $4.4 million in 2020, primarily driven by the remediation costs incurred at 237 11^th, as well as a decrease in accounts payable and accrued expenses of $2.4 million.

Net cash used in investing activities increased by approximately $15.7 million to $55.1 million for the year ended December 31, 2018. This decreased2020 from $39.4 million for the year ended December 31, 2019. The increase in investing activities was mainlyprimarily due to the recognitionnet proceeds of a gain on$18.8 million received upon the sale of our West Palm Beach, Florida property in November 2019, as well as our investment in our joint venture for The Berkley in connection with the pay-down of approximately $9.5 million in 2019 which wasdebt ($5.4 million) during the year ended December 31, 2020, partially offset by a $5.7$6.5 million decreasemore in net loss, $1.6 million increase in receivables, an increase in accounts payableadditions to real estate and accrued liabilities of approximately $0.6 million and an increase in depreciation and amortization of $0.5 million.

deferred real estate deposits on the condominiums during the year ended December 31, 2020.

Net cash used in investingprovided by financing activities decreasedincreased by approximately $52.2$15.3 million to $39.4$62.9 million for the year ended December 31, 20192020 from $91.6 million for the year ended December 31, 2018. This decrease was due mainly to the acquisition of 237 11^th in May 2018 for a purchase price of $82.0 million, including transaction costs, partially offset by an increase of approximately $32.9 million in real estate additions in 2019 primarily from construction at 77 Greenwich compared to the year ended December 31, 2018 as well as lower deferred real estate deposits of $15.6 million compared to the year ended December 31, 2018 and the proceeds of $18.8 million from sale of the West Palm Beach, Florida property in November, 2019.

Net cash provided by financing activities decreased by approximately $36.5 million to $47.7 million for the year ended December 31, 20192019. The increase in financing activities primarily relates to the $35.75 million, $42.1 million, $7.5 million, $5.0 million, $723,000 and $243,000 in proceeds from approximately $84.1the Corporate Credit Facility, 77 Greenwich Construction Facility, the Mezzanine Loan Agreement, the Line of Credit, the 237 11^th Loan and the Paycheck Protection Program loan, respectively, during the year ended

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December 31, 2020, as compared to $53.3 million, for$7.2 million, $1.5 million and $670,000 in borrowings from the 77 Greenwich Construction Facility, the Line of Credit, the West Palm Beach Loan and the Partner Loan, respectively, during the year ended December 31, 2018. This decrease was due primarily to a reduction in proceeds from loans and line of credit draws of approximately $24.32019. We also repaid the $15.4 million and loan and line of credit repayments of approximately $12.6 million. Borrowings in 2018 included the acquisition financing for 237 11^th, mezzanine loan, $8.0 million on the 77 Greenwich Construction Facility and repayments in 2019 included$2.5 million on the Line of Credit during the year ended December 31, 2020 as compared with repayment of the WPB Loan.

Contractual Obligations

The following table summarizes our contractual obligations asLoan of $12.6 million during the year ended December 31, 2019 (dollars in thousands):

Capital Expenditures

Material Cash Requirements

We estimate that for the year ending December 31, 2020, we may incur2021, our material cash requirements will be approximately $400,000 of$300,000 for capital expenditures and development or redevelopment expenditures (including tenant improvements and leasing commissions) on existing properties, other than for 77 Greenwich which will be funded under the 77 Greenwich Construction Facility and 237 11^th remediation and restoration work which will be funded under the 237 Loan, including our portion of our two joint venture properties. We anticipate funding these capital expenditures through a combination of issuance of equity and cash on hand, additional property level mortgage financings and operating cash flow. We currently anticipate that the proceeds available under the construction loan,77 Greenwich Construction Facility, together with equity funded by us to date, and future contributions by the SCA, will be sufficient to financecomplete the construction and development of 77 Greenwich without us making any further equity contributions. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

Inflation

Substantially all of our commercial leases provide for separate real estate tax and operating expense escalations. In addition, many of the commercial leases provide for fixed base rent increases. We believe that inflationary increases in our expenses will be at least partially offset by these contractual rent increases and expense reimbursement escalations. In addition, we anticipate being able to raise rents on our residential units.

Net Operating Losses

We believe that our U.S. Federalfederal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million and believe our U.S. Federalfederal NOLs atas of December 31, 20192020 were approximately $241.5$232.0 million.  In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against taxable capital gains of approximately $18.5 million.  Since 2009 through December 31, 2020, we have utilized approximately $23.9 million of the federal NOLs. Pursuant to the TCJA, corporate alternative minimum tax (“AMT”) credit carryforwards will beare eligible for a 50% refund in tax years 2018 through 2020. Beginning2020, and beginning in tax year 2021, any remaining AMT credit carryforwards would beare 100% refundable. As a result of these new rules, we had released our valuation allowance of $3.1 million in 2017 which was formerly reserved against our AMT credit carryforwards. We had recorded a tax benefit and refund receivable of $3.1 million in 2017 in connection with this valuation allowance release. We received approximately $1.6 million of the refund receivable in October 2019.2019, and the balance of approximately $1.5 million in July 2020.

On March 27, 2020, the “Coronavirus Aid, Relief, and Economic Security (CARES) Act” was signed into law.  The CARES Act accelerated the ability of corporations to recover AMT credits, permitting a full refund for tax years 2018 and 2019.  The CARES Act also included provisions relating to refundable payroll tax credits, deferral of employer side social security payments, net operating loss carrybacks and carryforwards, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. Management is monitoring the impact that the CARES Act may have on the Company. The CARES Act did not have a material impact on our financial position, results of operations, or cash flows for fiscal year 2020.

Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $63.7$60.9 million was recorded as of December 31, 2019.

2020.

We believe that certain of the transactions that occurred in connection with our emergence from bankruptcy in September 2012, including the rights offering and the redemption of the Syms shares owned by the former majority shareholder of Syms that occurred in connectionaccordance with our emergence from bankruptcy on September 14, 2012the Plan, resulted in us undergoing an “ownership change,” as that term is used in Section 382 of the Code. However, while the analysis is complex and subject to subjective determinations and uncertainties, we believe that we should qualify for treatment under Section 382(l)(5) of the Code. As a result, we believe that our NOLs are not subject to an annual limitation under Code Section 382. However, if we were to undergo a subsequent ownership change in the future, our ability to utilize our NOLs could be subject to limitation under Code Section 382. In addition, the TCJA limitslimited the

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deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year.

However, the CARES Act suspended the 80% limitation on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years.

Even if all of our regular U.S. Federalfederal income tax liability for a given year is reduced to zero by virtue of utilizing our NOLs, we may still be subject to state, local or other non-federal income taxes.

Our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75% stockholder.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty.

Critical Accounting Policies

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we compare the carrying amount of the asset to the undiscounted expected future cash flows, excluding interest charges, from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. We considered various indicators of impairment, including COVID-19 related impacts, for the year ended December 31, 2020.  No provision for impairment was recorded during either of the years ended December 31, 2020, 2019 or 2018.

ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and increased other disclosures. As of both December 31, 2020 and 2019, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2020, our tax returns for the years ended December 31, 2015 through December 31, 2020 are subject to review by the Internal Revenue Service.

We are subject to certain federal, state and local income and franchise taxes.

Accounting Standards Updates

See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements.

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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, including information included or incorporated by reference in this Annual Report on or any supplement to this Annual Report, may include forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act, and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “estimates,” “potential,” or “continues,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others:

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In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other reports filed with the SEC. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, in the case of any documents incorporated by reference in this Annual Report on Form 10-K, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.

Market risks that arise from changes in interest rates, foreign currency exchange rates and other market changes affect market sensitive instruments. In pursuing our business strategies, the primary market risk which we are exposed to is interest rate risk.

Low to moderate levels of inflation during the past several years have favorably impacted our operations by stabilizing operating expenses. At the same time, low inflation has had the indirect effect of reducing our ability to increase tenant rents. However, our commercial leases include expense reimbursements and other provisions to minimize the effect of inflation.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Of our long-term debt, which consists of secured financings, the 77 Greenwich Construction Facility bears interest on drawn amounts atAs a rate per annum equal to the greater of (i) LIBOR plus 8.25% and (ii) 9.25%, points, the 237 11^th Loans bears interest ata blended average rate of approximately 3.72% over the 30-day LIBOR and the line of credit bears interest at 200 basis points over the 30-day LIBOR. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. From time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars, and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thussmaller reporting company, we are not exposedrequired to foreign currency fluctuations.