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EX-32.1 - EX-32.1 - GTJ REIT, Inc.ck1368757-ex321_201409308.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission file number: 333-136110

 

GTJ REIT, INC.

(Exact name of registrant as specified in its charter)

 

 

MARYLAND

20-5188065

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

60 Hempstead Avenue

West Hempstead, New York

11552

(Address of principal executive offices)

(Zip Code)

(516) 693-5500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

 

 

 

 

Non-accelerated filer

¨  (Do not check if smaller reporting company)

Smaller reporting company

x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: 13,729,228 shares of common stock as of November 14, 2014.

 

 

 

 

 


GTJ REIT, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2014 (Unaudited) and December 31, 2013

2

 

 

 

 

Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2014 and 2013

3

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2014 and 2013

4

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2014

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2014 and 2013

6

 

 

 

 

Notes to the Consolidated Financial Statements (Unaudited)

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

 

 

 

Item 4.

Controls and Procedures

24

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

25

 

 

 

Item 1A.

Risk Factors

25

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3.

Defaults Upon Senior Securities

25

 

 

 

Item 4.

Mine Safety Disclosures

25

 

 

 

Item 5.

Other Information

25

 

 

 

Item 6.

Exhibits

26

 

 

Signatures

27

 

 

 

1


GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Real estate, at cost:

 

 

 

 

 

 

 

Land

$

167,386

 

 

$

135,238

 

Buildings and improvements

 

190,490

 

 

 

174,227

 

Total real estate, at cost

 

357,876

 

 

 

309,465

 

Less: accumulated depreciation and amortization

 

(25,741

)

 

 

(21,449

)

Net real estate held for investment

 

332,135

 

 

 

288,016

 

Cash and cash equivalents

 

5,002

 

 

 

6,323

 

Rental income in excess of amount billed

 

13,236

 

 

 

11,851

 

Acquired lease intangible assets, net

 

15,554

 

 

 

16,528

 

Assets of discontinued operations

 

148

 

 

 

461

 

Other assets

 

11,842

 

 

 

9,010

 

Total assets

$

377,917

 

 

$

332,189

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Mortgage notes payable

$

199,541

 

 

$

178,930

 

Revolving credit facility

 

29,818

 

 

 

 

Accounts payable and accrued expenses

 

1,792

 

 

 

1,941

 

Dividends payable

 

1,103

 

 

 

1,094

 

Acquired lease intangible liabilities, net

 

8,100

 

 

 

8,882

 

Liabilities of discontinued operations

 

2,257

 

 

 

2,481

 

Other liabilities

 

3,098

 

 

 

4,425

 

Total liabilities

 

245,709

 

 

 

197,753

 

Commitments and contingencies

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Series A, Preferred stock, $.0001 par value; 10,000,000 shares authorized; none

   issued and outstanding

 

 

 

 

 

Series B, Preferred stock, $.0001 par value; non-voting; 6,500,000 shares authorized;

   none issued and outstanding

 

 

 

 

 

Common stock, $.0001 par value; 100,000,000 shares authorized; 13,729,228 and 13,678,704 shares  issued and outstanding at September 30, 2014 and December 31, 2013, respectively

 

1

 

 

 

1

 

Additional paid-in capital

 

138,816

 

 

 

138,516

 

Distributions in excess of net income

 

(82,336

)

 

 

(80,641

)

Total stockholders’ equity

 

56,481

 

 

 

57,876

 

Noncontrolling interest

 

75,727

 

 

 

76,560

 

Total equity

 

132,208

 

 

 

134,436

 

Total liabilities and equity

$

377,917

 

 

$

332,189

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

2


GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited, amounts in thousands, except share and per share data)

 

 

Three Months Ended,

 

 

Nine Months Ended,

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

8,664

 

 

$

7,828

 

 

$

24,434

 

 

$

21,897

 

Tenant reimbursements

 

1,464

 

 

 

1,443

 

 

 

4,423

 

 

 

3,924

 

Total revenues

 

10,128

 

 

 

9,271

 

 

 

28,857

 

 

 

25,821

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

1,916

 

 

 

1,536

 

 

 

5,805

 

 

 

5,196

 

General and administrative

 

1,054

 

 

 

1,223

 

 

 

4,963

 

 

 

4,511

 

Depreciation and amortization

 

2,360

 

 

 

2,278

 

 

 

6,980

 

 

 

7,068

 

Total expenses

 

5,330

 

 

 

5,037

 

 

 

17,748

 

 

 

16,775

 

Operating income

 

4,798

 

 

 

4,234

 

 

 

11,109

 

 

 

9,046

 

Interest expense

 

(2,650

)

 

 

(2,164

)

 

 

(7,151

)

 

 

(6,276

)

Acquisition costs

 

(353

)

 

 

125

 

 

 

(936

)

 

 

(5,133

)

Other

 

(100

)

 

 

140

 

 

 

(27

)

 

 

1,018

 

Income (loss) from continuing operations

 

1,695

 

 

 

2,335

 

 

 

2,995

 

 

 

(1,345

)

Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, including loss on disposal of $ 1,963 for the nine months ended September 30, 2013

 

(130

)

 

 

(311

)

 

 

(181

)

 

 

(4,120

)

Net income (loss)

 

1,565

 

 

 

2,024

 

 

 

2,814

 

 

 

(5,465

)

Less: Net income attributable to noncontrolling interest

 

545

 

 

 

671

 

 

 

944

 

 

 

1,154

 

Net income (loss) attributable to common stockholders

$

1,020

 

 

$

1,353

 

 

$

1,870

 

 

$

(6,619

)

Income (loss) per common share attributable to common

   stockholders - basic and diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations, net of noncontrolling interest

$

0.08

 

 

$

0.12

 

 

$

0.15

 

 

$

(0.18

)

Loss from discontinued operations

$

(0.01

)

 

$

(0.02

)

 

$

(0.01

)

 

$

(0.30

)

Net income (loss) attributable to common stockholders

$

0.07

 

 

$

0.10

 

 

$

0.14

 

 

$

(0.48

)

Weighted average common shares outstanding – basic and diluted

 

13,729,521

 

 

 

13,678,704

 

 

 

13,700,638

 

 

 

13,664,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

3


GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited, amounts in thousands)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net income (loss):

$

1,565

 

 

$

2,024

 

 

$

2,814

 

 

$

(5,465

)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains

 

 

 

 

8

 

 

 

 

 

 

100

 

Comprehensive income (loss)

 

1,565

 

 

 

2,032

 

 

 

2,814

 

 

 

(5,365

)

Less: Net income attributable to noncontrolling interest

 

545

 

 

 

671

 

 

 

944

 

 

 

1,154

 

Comprehensive income (loss) attributable to common stockholders

$

1,020

 

 

$

1,361

 

 

$

1,870

 

 

$

(6,519

)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

4


GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2014

(Unaudited, amounts in thousands, except share and per share data)

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

Distributions

 

 

Total

 

 

 

 

 

 

 

 

 

 

Preferred

 

 

Outstanding

 

 

Par

 

 

Additional-

 

 

in Excess of

 

 

Stockholders’

 

 

Noncontrolling

 

 

 

 

 

 

Stock

 

 

Shares

 

 

Value

 

 

Paid-In-Capital

 

 

Net Income

 

 

Equity

 

 

Interest

 

 

Total Equity

 

Balance at December 31, 2013

$

 

 

 

13,678,704

 

 

$

1

 

 

$

138,516

 

 

$

(80,641

)

 

$

57,876

 

 

$

76,560

 

 

$

134,436

 

Common stock dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,565

)

 

 

(3,565

)

 

 

 

 

 

(3,565

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

300

 

 

 

 

 

 

300

 

 

 

 

 

 

300

 

Net issuance of restricted shares

 

 

 

 

50,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,777

)

 

 

(1,777

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

1,870

 

 

 

1,870

 

 

 

944

 

 

 

2,814

 

Balance at September 30, 2014

$

 

 

 

13,729,228

 

 

$

1

 

 

$

138,816

 

 

$

(82,336

)

 

$

56,481

 

 

$

75,727

 

 

$

132,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

5


GTJ REIT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2014 and 2013

(Unaudited, amounts in thousands)

 

 

Nine Months Ended,

 

 

September 30,

 

 

2014

 

 

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

$

2,814

 

 

$

(5,465

)

Loss from discontinued operations, including loss on disposal of $1,963 for the nine months ended September 30, 2013

 

181

 

 

 

4,120

 

Net income (loss) from continuing operations

 

2,995

 

 

 

(1,345

)

Adjustments to reconcile net income (loss) from continuing operations to net cash

   provided by operating activities

 

 

 

 

 

 

 

Depreciation

 

4,292

 

 

 

3,750

 

Amortization of intangible assets and deferred charges

 

1,874

 

 

 

3,069

 

Stock-based compensation

 

300

 

 

 

355

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Rental income in excess of amount billed

 

(1,385

)

 

 

(2,834

)

Other assets

 

(531

)

 

 

(2,007

)

Accounts payable and accrued expenses

 

(149

)

 

 

941

 

Other liabilities

 

(1,328

)

 

 

1,335

 

Net cash provided by operating activities

 

6,068

 

 

 

3,264

 

Cash flow from investing activities:

 

 

 

 

 

 

 

Cash paid for property acquisitions

 

(40,697

)

 

 

(911

)

Cash paid for property improvements

 

(2,220

)

 

 

(811

)

Deal pursuit costs

 

(1,045

)

 

 

(513

)

Purchase of marketable securities

 

 

 

 

(2

)

Proceeds from sale of marketable securities

 

 

 

 

33

 

Net cash (used in) investing activities

 

(43,962

)

 

 

(2,204

)

Cash flow from financing activities:

 

 

 

 

 

 

 

Repayment of revolving credit facility

 

 

 

 

(5,000

)

Proceeds from mortgage notes payable

 

13,033

 

 

 

16,775

 

Payment of mortgage principal

 

(853

)

 

 

(700

)

Cash distributions to noncontrolling interests

 

(1,777

)

 

 

(2,587

)

Cash dividends paid

 

(3,556

)

 

 

(4,556

)

Proceeds from revolving credit facility

 

29,818

 

 

 

 

Repurchases of common stock

 

 

 

 

 

(115

)

Net cash provided by financing activities

 

36,665

 

 

 

3,817

 

Cash flow from discontinued operations:

 

 

 

 

 

 

 

Operating activities

 

(92

)

 

 

(1,752

)

Net (decrease) increase in cash and cash equivalents

 

(1,321

)

 

 

3,125

 

Cash and cash equivalents at the beginning of period

 

6,323

 

 

 

3,349

 

Cash and cash equivalents at the end of period

$

5,002

 

 

$

6,474

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

7,019

 

 

$

6,093

 

Cash paid for income taxes

$

 

 

$

1

 

Supplemental disclosures of non-cash investing activities

 

 

 

 

 

 

 

Reconciliation of cash paid for acquisition:

 

 

 

 

 

 

 

Acquisition of real estate

$

49,697

 

 

$

197,990

 

Assumption of mortgage notes payable

 

(9,000

)

 

 

(118,485

)

Issuance of UPREIT limited partnership interests

 

 

 

 

(79,505

)

Acquisition of other assets and liabilities

 

 

 

 

911

 

Net cash paid for acquisition

$

40,697

 

 

$

911

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

6


GTJ REIT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

GTJ REIT, Inc. (the “Company” or “GTJ REIT”) was incorporated on June 23, 2006, under Maryland General Corporation Law. The Company is focused on the acquisition, ownership, management, and operation of commercial real estate located in the New York tri-state area.

The Company elected to be treated as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended and elected December 31st as its fiscal year end. Under the REIT operating structure, the Company is permitted to deduct the dividends paid to its stockholders when determining its taxable income. Assuming dividends equal or exceed the Company’s taxable income, the Company generally will not be required to pay Federal corporate income taxes on such income.

On January 17, 2013, the Company closed on a transaction with Wu/Lighthouse Portfolio, LLC, in which a limited partnership (the “UPREIT”) owned and controlled by the Company, acquired all outstanding ownership interests of a portfolio consisting of 25 commercial properties (the “Acquired Properties”) located in New York, New Jersey and Connecticut, in exchange for 33.29% of the outstanding limited partnership interests in the UPREIT; the owner of all 32 properties. The acquisition was recorded as a business combination and accordingly the purchase price was allocated to the assets acquired and liabilities assumed at fair value. At September 30, 2014, subject to certain anti-dilutive and other provisions contained in the governing agreements, the limited partnership interests in the UPREIT may be convertible in the aggregate, into approximately 1.8 million shares of the Company’s common stock and approximately 5.0 million shares of Series B preferred stock.

As of September 30, 2014, the UPREIT owned 37 properties consisting of approximately 3.2 million square feet of office and industrial properties on 248 acres of land in New York, New Jersey, and Connecticut.

Prior to 2013, the Company operated a group of outdoor maintenance, shelter cleaning, and electrical contracting businesses, as well as a parking garage facility. During 2011, the Board voted to divest these operations which were sold in 2012 and 2013. Accordingly, the operations of these entities, including any impact of insurance claims associated with those entities, are reported as discontinued operations in the condensed consolidated statements of operations.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the financial statements of the Company, its wholly owned subsidiaries, and the UPREIT, as the Company makes all operating and financial decisions for (i.e., exercises control over) the UPREIT. All material intercompany transactions have been eliminated. The ownership interests of the other investors in the UPREIT are presented as noncontrolling interests.

The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Company’s management believes that the disclosures presented in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. In Management’s opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited condensed consolidated interim financial information should be read in conjunction with the Company’s December 31, 2013 audited consolidated financial statements, as previously filed with the SEC on Form 10-K on March 21, 2014, and other public information.

Certain reclassifications of prior period amounts, including the presentation of the Consolidated Statement of Comprehensive (Loss) Income required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205 - “Presentation of Financial Statements,” have been made in the financial statements in order to conform to the 2014 presentation.

 

7


Use of Estimates:

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. All of these estimates reflect management’s best judgment about current economic and market conditions and their effects based on information available as of the date of these condensed consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in impairments of certain assets. Significant estimates include the useful lives of long lived assets including property, equipment and intangible assets, impairment of assets, collectability of receivables, contingencies, and stock-based compensation.

Real Estate:

Real estate assets are stated at cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations, and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs, and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred.

Upon the acquisition of real estate properties, the fair values of the real estate purchased are allocated to the acquired tangible assets (generally consisting of land, buildings, and building improvements) and identified intangible assets and liabilities (generally consisting of above-market and below-market leases and the origination value of in-place leases) in accordance with GAAP. The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property “as-if-vacant.” In allocating purchase price to identified intangible assets and liabilities of an acquired property, the values of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company’s history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased. The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property “as-if-vacant,” determined as set forth above.

Mortgage notes payable assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the time of acquisitions. Acquisition related costs are expensed as incurred. The capitalized above-market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases. The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during expected lease-up periods, current market conditions, and costs to execute similar leases. The values of in place leases are amortized over the remaining term of the respective leases. If a tenant terminates its lease prior to its contractual expiration date, any unamortized balance of the related intangible assets or liabilities is recorded as income or expense in the period. The total net impact to rental revenues due to the amortization of above and below market leases was a net increase of approximately $0.2 million for the nine months ended September 30, 2014.

As of September 30, 2014, approximately $2.8 million and $12.8 million (net of accumulated amortization) relating to above market and in place leases, respectively, are included in acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of December 31, 2013, approximately $3.3 million and $13.3 million (net of accumulated amortization) relating to above and in place leases, respectively, are included in the acquired lease intangible assets, net in the accompanying condensed consolidated balance sheets. As of September 30, 2014 and December 31, 2013, approximately $8.1 million and $8.9 million, respectively, (net of accumulated amortization) relating to below market leases are included in acquired lease intangible liabilities, net in the accompanying condensed consolidated balance sheets.

8


The following table presents the projected impact for the remainder of 2014, the next five years and thereafter related to the increase to rental revenue from the amortization of the acquired above market and below market lease intangibles and the increase to amortization expense of the in place lease intangibles for properties owned at September 30, 2014 (in thousands):

 

 

 

 

 

 

Increase to

 

 

Net increase to

 

 

amortization

 

 

rental revenues

 

 

expense

 

Remainder of 2014

$

82

 

 

$

658

 

2015

 

381

 

 

 

2,488

 

2016

 

573

 

 

 

1,702

 

2017

 

466

 

 

 

1,144

 

2018

 

488

 

 

 

1,109

 

2019

 

564

 

 

 

939

 

Thereafter

 

2,724

 

 

 

4,799

 

 

$

5,278

 

 

$

12,839

 

 

Depreciation and Amortization:

The Company uses the straight-line method for depreciation and amortization. Properties and property improvements are depreciated over their estimated useful lives, which range from 5 to 40 years. Furniture, fixtures, and equipment are depreciated over estimated useful lives that range from 5 to 10 years. Tenant improvements are amortized over the shorter of the remaining non-cancellable term of the related leases or their useful lives.

Asset Impairment:

Management reviews each real estate investment for impairment whenever events or circumstances indicate that the carrying value of a real estate investment may not be recoverable. The review of recoverability is based on an estimate of the undiscounted future cash flows that are expected to result from the real estate investment’s use and eventual disposition. Such cash flow analyses consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If an impairment event exists due to the projected inability to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds estimated fair value. Management is required to make subjective assessments as to whether there are impairments in the value of its real estate holdings. Management has determined that there were no indicators of impairment relating to its long-lived assets at September 30, 2014.

Deferred Charges:

Deferred charges consist principally of leasing commissions, which are amortized ratably over the life of the related tenant leases, and financing costs, which are amortized over the terms of the respective debt agreements. These deferred charges are included in other assets on the consolidated balance sheets.

Reportable Segments:

The Company operates in one reportable segment, commercial real estate.

Revenue Recognition:

Rental income includes the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the term of the lease. In order for management to determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectible, management reviews billed and unbilled rent receivables on a quarterly basis and takes into consideration the tenant’s payment history and financial condition. Some of the leases provide for increases based on the consumer price index.

Substantially all of the Company’s properties are subject to long-term net leases under which the tenant is typically responsible to pay for their pro rata share of real estate taxes, insurance, and ordinary maintenance and repairs.

Property operating expense recoveries from tenants of common area maintenance, real estate, and other recoverable costs are recognized as revenues in the period that the related expenses are incurred.

9


Earnings Per Share Information:

The Company presents both basic and diluted earnings per share. Basic earnings per share excludes dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Restricted stock was included in the computation of diluted earnings per share and stock option awards were excluded from the computation of diluted earnings per share because the option awards would have been antidilutive for the periods presented.

Cash and Cash Equivalents:

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash:

Restricted cash represents reserves used to pay real estate taxes, insurance, and tenant improvements. At September 30, 2014 and December 31, 2013, the Company had restricted cash in the amount of $1.4 million and $1.3 million, respectively, which was included in other assets on the condensed consolidated balance sheets. The amount for September 2014 includes a collateral deposit of $0.5 million to lock in an interest rate for a loan that closed in October 2014.  The deposit was returned to the Company upon the loan closing.

Fair Value Measurement:

The Company determines fair value in accordance with ASC Topic 820, “Fair Value Measurement” for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.

Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Assets and liabilities disclosed at fair values are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are defined by ASC 820-10-35, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment and the Company evaluates its hierarchy disclosures each quarter.

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Income Taxes:

The Company is organized and conducts its operations to qualify as a REIT for Federal income tax purposes. Accordingly, the Company is generally not subject to Federal income taxation on the portion of its distributable income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its REIT taxable income to its stockholders and complies with certain other requirements as defined.

The Company also participates in certain activities conducted by entities which elected to be treated as taxable subsidiaries under the Code. As such, the Company is subject to federal, state, and local taxes on the income from these activities.

10


The Company accounts for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30. Under this method, deferred tax assets and liabilities are established based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

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, the Company 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 requires increased disclosures. As of September 30, 2014, and December 31, 2013, the Company had determined that no liabilities are required in connection with unrecognized tax positions.

Concentrations of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, which from time-to-time exceed the federal depository insurance coverage. Management believes that the Company is not exposed to any significant credit risk due to the credit worthiness of the financial institutions.

Stock-Based Compensation:

The Company has a stock-based compensation plan, which is described below in Note 7. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718-10-35, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods.

New Accounting Pronouncements

During June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 provides explicit guidance on how to account for share-based payments that require a specific performance target to be achieved which may be achieved after an employee completes the requisite service period. ASU 2014-12 is effective for periods beginning after December 15, 2015 and may be applied either prospectively or retrospectively. ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial statements.

During May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transaction methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2017.

In April 2014, the FASB issued 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Only disposals representing a strategic shift in operations should be presented as discontinued operations. This accounting standard update is effective for annual filings beginning on or after December 15, 2014. Early adoption is permitted. The impact of the adoption of ASU 2014-08 on the Company’s results of operations, financial position, cash flows and disclosures will be based on the Company’s future disposal activity.

 

11


3. REAL ESTATE:

On April 9, 2014, the Company acquired a 226,000 square foot building located on 15.1 acres of land in Windsor Locks, CT for $14.2 million, subject to the assumption of a $9 million mortgage that bears interest at 6.07%. A principal payment of $3 million is due in March 2017, with the balance of the loan maturing in March 2020. The equity was financed from the Company’s revolving credit line facility with Capital One. The distribution facility is triple net leased to Ford Motor Company.

On April 23, 2014, the Company acquired a 75,000 square foot industrial building located on 7.8 acres of land in Parsippany, NJ for $3.3 million. The purchase was financed from the Company’s revolving credit line facility with Capital One.

 

On July 2, 2014, the Company acquired an 84,000 square foot parking lot in Long Island City, Queens, NY for $28.5 million that is leased to FedEx Ground. The acquisition was financed, in part, by a $13 million bridge loan with Capital One and the equity financed from the Company’s revolving credit facility. Permanent financing of $15.5 million closed in October 2014 with People’s United Bank and replaced the bridge loan.  The permanent financing is for 10 years at an interest rate of 4.18%. Payments for the first seven years are interest only. Payments over the remaining three years of the term are based on a 25 year amortization schedule.

On August 22, 2014, the Company acquired a 50,000 square foot distribution center in Norwalk, CT for $4.2 million that is leased to FedEx Corporation. The purchase was financed from the Company’s revolving credit line facility with Capital One.

The acquired assets and liabilities associated with the Long Island City and Norwalk properties are based upon management’s best available information at the time of the preparation of the condensed consolidated financial statements. However, the business acquisition accounting for these properties are not complete and accordingly, such estimates of the value of acquired assets and liabilities are provisional until the valuations are finalized. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practical, but no later than one year from the respective acquisition dates.

On October 15, 2014, the Company acquired a 125,000 square foot industrial building in Shelton, CT for $9.5 million that is leased to Sikorsky Aircraft Corporation. The purchase was financed from the Company’s revolving credit line facility with Capital One.

On November 4, 2014, the Company invested $1.8 million in exchange for a limited partnership interest in Garden 1101 Stewart, L.P. (“Garden 1101”). Garden 1101 was formed for the purpose of acquiring a 90,000 square foot office building in Garden City, NY that will be converted to a medical office building. The general partners of Garden 1101 include the members of Green Holland Ventures; Paul Cooper, the Chief Executive Officer and Chairman of the Company and Louis Sheinker, the President and Chief Operating Officer of the Company. The investment in Garden 1101 was financed from the Company’s revolving credit line facility with Capital One.

As disclosed in Note 1, effective January 17, 2013, the Company, through the UPREIT, acquired from Wu/Lighthouse Portfolio, LLC all of the outstanding ownership interests in 25 commercial properties located in New York, New Jersey and Connecticut in exchange for 33.29% of the outstanding limited partnership interests in the UPREIT. The Acquired Properties had a gross asset value of approximately $198 million, subject to approximately $118 million in aggregate outstanding mortgage indebtedness, which was assumed by the UPREIT. In addition, the Company acquired other assets and assumed certain liabilities in connection with the transaction. Paul Cooper, the Company’s Chairman and Chief Executive Officer was a 6% owner and principal of Wu/Lighthouse Portfolio, Louis Sheinker, the Company’s President and Chief Operating Officer and a director was a 6.666% owner and principal of Wu/Lighthouse Portfolio, and Jerome Cooper the Company’s Chairman Emeritus owned a .666% interest.

 

4. DISCONTINUED OPERATIONS:

On May 2, 2013, Shelter Express Corp., a wholly owned subsidiary of the Company, completed the sale of all of the issued and outstanding shares of capital stock of Shelter Electric Maintenance Corp. (“SEM”).

The following table sets forth the detail of the Company’s loss from discontinued operations for the three and nine months ended September 30, 2014 and 2013, respectively (in thousands):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenues from discontinued operations

$

 

 

$

 

 

$

 

 

$

1,486

 

Loss from discontinued operations including a loss on

   disposal of $ 1,963 for the nine months ended September 30, 2013

$

(130

)

 

$

(311

)

 

$

(181

)

 

$

(4,120

)

12


 

The carrying amounts of the major classes of assets and liabilities of the Company’s discontinued operations are as follows (in thousands):

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

Assets:

 

 

 

 

 

 

 

Cash

$

147

 

 

$

265

 

Accounts receivable, net

 

1

 

 

 

55

 

Other assets

 

 

 

 

141

 

 

$

148

 

 

$

461

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

37

 

 

$

42

 

Insurance reserve

 

862

 

 

 

955

 

Pension withdrawal liability

 

1,334

 

 

 

1,379

 

Other liabilities

 

24

 

 

 

105

 

 

$

2,257

 

 

$

2,481

 

 

 

5. MORTGAGE NOTES PAYABLE:

The following table sets forth a summary of the Company’s mortgage notes payable (in thousands):

 

 

 

 

 

 

 

Principal

 

 

Principal

 

 

 

 

 

 

 

 

 

Outstanding as of

 

 

Outstanding as of

 

 

 

Loan

 

Interest Rate

 

 

September 30, 2014

 

 

December 31, 2013

 

 

Maturity

Hartford Life Insurance Company

 

 

5.05

%

 

$

45,500

 

 

$

45,500

 

 

7/1/2017

Athene Annuity & Life Company

 

 

3.00

%

 

$

15,000

 

 

 

15,000

 

 

3/1/2018

John Hancock Life Insurance Company

 

 

6.17

%

 

$

62,169

 

 

 

63,094

 

 

3/1/2018

Genworth Life Insurance Company

 

 

3.20

%

 

$

29,242

 

 

 

29,500

 

 

4/30/2018

People’s United Bank

 

 

5.23

%

 

$

2,475

 

 

 

2,517

 

 

10/1/2020

United States Life Insurance Company

 

 

5.76

%

 

$

22,865

 

 

 

23,319

 

 

4/1/2018

Hartford Accident & Indemnity Company

 

 

6.07

%

 

$

9,257

 

 

 

 

3/1/2020

Capital One Bridge Loan

 

30 Day Libor + 3.00%

 

 

$

13,033

 

 

 

 

9/2/2014

 

 

 

 

 

 

$

199,541

 

 

$

178,930

 

 

 

 

The Capital One Bridge Loan was repaid on October 3, 2014 though the permanent financing of 28-20 Borden Avenue with People’s United Bank for $15.5 million at an interest rate of 4.18% and maturing in October 2024.

Mortgage notes payable includes $2.6 million of premiums on the debt assumed in connection with the acquisition of various properties. The premiums are being amortized as a reduction to interest expense over the lives of the underlying debt.

The mortgage notes payable are collateralized by certain of the properties and require monthly interest payments until maturity and are generally non-recourse. Some of the loans also require amortization of principal. Scheduled principal repayments for the remainder of 2014, the next five years and thereafter are as follows (in thousands):

 

Remainder of 2014

$

13,562

 

2015

 

2,183

 

2016

 

2,293

 

2017

 

5,669

 

2018

 

167,663

 

2019

 

82

 

Thereafter

 

8,089

 

Total

$

199,541

 

 

 

 

13


6. SECURED REVOLVING CREDIT FACILITY:

On April 8, 2014, the Company obtained a $45 million Line of Credit with Capital One, N.A. The revolving credit facility is secured by negative pledges on four properties and is available for the acquisition of real estate, property improvements and general working capital purposes. The facility matures on April 8, 2016, subject to a one year extension option and bears interest using, as defined, (i) LIBOR plus a margin of 200 basis points to 335 basis points depending upon the Company’s leverage ratio, as defined, or (ii) base rate plus an applicable margin, depending upon the Company’s leverage ratio, as defined, with no amortization. The principal amount of the line of credit facility and all interest, fees, and other amounts owing under the line of credit are guaranteed by the Company and the UPREIT. As of September 30, 2014 the outstanding balance of the credit facility was $ 29.8 million.

 

7. STOCKHOLDERS’ EQUITY:

Common Stock:

The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share. As of September 30, 2014, the Company has a total of 13,729,228 shares issued and outstanding.

Preferred Stock:

The Company is authorized to issue 10,000,000 shares of Series A preferred stock, $.0001 par value per share. Voting and other rights and preferences as may be determined from time to time by the Board of Directors. In addition, the Company is authorized to issue 6,500,000 shares of Series B preferred stock, $.0001 par value per share. There are no voting rights associated with the Series B preferred stock. There was no preferred stock outstanding as of September 30, 2014, or December 31, 2013.

Dividend Distributions:

The following table presents dividends declared by the Company on its common stock during the nine months ended September 30, 2014:

 

 

 

Record

 

Payment

 

Dividend

 

 

Declaration Date

 

Date

 

Date

 

Per Share

 

 

March 20, 2014

 

December 31, 2013

 

April 15, 2014

 

$

0.02

 

(1)

March 20, 2014

 

March 31, 2014

 

April 15, 2014

 

$

0.08

 

 

June 19, 2014

 

June 30, 2014

 

July 15, 2014

 

$

0.08

 

 

August 12, 2014

 

September 30, 2014

 

October 15, 2014

 

$

0.08

 

 

 

(1)

This represents a supplemental 2013 dividend.

Stock Based Compensation:

The Company has a 2007 Incentive Award Plan (the “Plan”) that has intended purposes to further the growth, development, and financial success of the Company and to obtain and retain the services of those individuals considered essential to the long-term success of the Company. The Plan may provide for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the Plan is 1,000,000 shares. As of September 30, 2014, the Company had 446,296 shares available for future issuance of awards under the Plan.

On March 21, 2013, the Company issued an aggregate of 50,002 restricted shares of common stock, with a value of approximately $320,000, under the Plan. A total of 3,126 of these shares, with a value of approximately $20,000 ($6.40 per share), were granted to non-management members of the Board of Directors, and vested immediately. The remaining 46,876 shares, with a value of approximately $300,000 ($6.40 per share), were granted to certain executives of the Company, and vest ratably over a four year period. One fourth of the shares vested on the grant date and the remaining shares vest in equal installments on the next three anniversary dates of the grant.

On June 6, 2013, the Company issued an aggregate of 9,378 restricted shares of common stock, with a value of approximately $60,000 ($6.40 per share), under the Plan. These shares were granted to non-management members of the Board of Directors and vested immediately.

On June 4, 2014, 44,704 restricted shares of common stock, with a value of approximately $304,000 (based upon an estimated value of $6.80) were granted to certain executives of the Company. One sixth of the shares vest immediately upon issuance and the remaining shares vest in equal installments on the next five anniversary dates of the grant.

14


On June 19, 2014, the Company issued an aggregate of 8,820 restricted shares of common stock with a value of approximately $60,000 (based upon an estimated value of $6.80 per share) under the Plan to non-managing members of the Board of Directors. The shares vested immediately upon issuance.

In September 2014, management determined the value of a share of common stock to be $9.30 based on a valuation completed with the assistance of an independent third-party for the purposes of valuing shares of the Company’s common stock pursuant to The Plan.  This value is not necessarily indicative of the fair market value of a share of the Company’s common stock.

For the nine months ended September 30, 2014 and 2013, the Company’s total stock compensation expense was approximately $ 300,000 and $ 335,000, respectively. As of September 30, 2014, there was approximately $ 344,760 of unamortized stock compensation related to restricted stock.

The following is a summary of restricted stock activity:

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Grant Date Fair

 

 

Shares

 

 

Value

 

Non-vested shares outstanding as of December 31, 2013

 

24,632

 

 

$

6.54

 

New shares issued through September 30, 2014

 

53,524

 

 

$

9.30

 

Vested

 

(36,454

)

 

$

8.22

 

Non-vested shares outstanding as of September 30, 2014

 

41,702

 

 

$

8.62

 

 

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of September 30, 2014:

 

Non-vested Shares Vesting Schedule

 

Number of Shares

 

2014 (3 months)

 

 

7,614

 

2015

 

 

18,773

 

2016

 

 

8,040

 

2017

 

 

4,388

 

2018

 

 

2,266

 

2019

 

 

621

 

Total Non-vested Shares

 

 

41,702

 

 

 

8. EARNINGS (LOSS) PER SHARE:

In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings per common share (“Basic EPS”) is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents and convertible securities then outstanding. There were no common share equivalents for any of the periods presented in dilutive earnings per share.

15


The following table sets forth the computation of basic and diluted earnings per share information for the three and nine months ended September 30, 2014 and 2013 (in thousands, except share and per share data):

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations, net of noncontrolling interest

$

1,150

 

 

$

1,664

 

 

$

2,051

 

 

$

(2,499

)

Loss from discontinued operations, including loss on disposal of $1,963 for the nine months ended September 30, 2013

 

(130

)

 

 

(311

)

 

 

(181

)

 

 

(4,120

)

Net income (loss) attributable to common stockholders

$

1,020

 

 

$

1,353

 

 

$

1,870

 

 

$

(6,619

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – basic and diluted

 

13,729,521

 

 

 

13,678,704

 

 

 

13,700,638

 

 

 

13,664,354

 

Basic and Diluted Per Share Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share – basic and diluted

$

0.07

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