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Note 5 - Disposition Activities
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
5.
Disposition Activities
 
Properties Under Contract
 
Flowerfield -
On
May 11, 2020,
the Company's wholly owned subsidiary GSD Flowerfield, LLC entered into a Purchase and Sale Agreement (the “Non-Contiguous Property Agreement”) for the sale of a
5.0
-acre parcel of vacant land (the “Non-Contiguous Property”) that is non-contiguous to and
not
part of the Flowerfield complex in Smithtown, New York for a purchase price of
$500,000.
Under the Non-Contiguous Property Agreement,
$25,000
of the purchase price was deposited in escrow at signing with the
$475,000
balance payable at closing, subject to Buyer's right to terminate as described below.
 
Under the Non-Contiguous Property Agreement: (i) Buyer will have the right during an investigation period to conduct a phase
1
environmental survey and or other related analysis. Buyer will have the right to terminate the Non-Contiguous Property Agreement, during the investigation period, by written notice to GSD Flowerfield if Buyer is
not
fully satisfied, in its sole discretion, as to the status of title, suitability of the property and all factors concerning same, in which case Buyer will have the right to receive a refund of its down payment; (ii) unless Buyer terminates the Non-Contiguous Property Agreement on or prior to the end of the investigation period, the closing will occur on the
20th
day following the earlier of (y) the Town of Smithtown's granting of the Approvals (as defined in the Non-Contiguous Property Agreement and as described below); or (z) Buyer's waiver of such Approvals.
 
The Non-Contiguous Property Agreement is also contingent on the receipt of a Certificate of Correction/Subdivision Plan (“Correction Plan”) signed and approved by the Town of Smithtown and the Suffolk County Department of Health Services (“SCDHS”) for the Non-Contiguous Property and the recharge basin and building Permits Approval (as defined in the Non-Contiguous Property Agreement and as described below). The Approval condition requires that the Buyer obtain the Correction Plan to create the
two
parcels and the recharge basin (as generally depicted in the Non-Contiguous Property Agreement) within a specified time (the “Approval Period”) following the last day of the investigation period.
 
The Correction Plan is specifically delineated in the Non-Contiguous Property Agreement. In
March 2021,
the Buyer received the Correction Plan signed and approved by the Town of Smithtown and the SCDHS for the Non-Contiguous Property and the recharge basins. As a result, the Company anticipates the closing to occur during the
second
quarter of
2021.
 
Terminated Contracts
 
Flowerfield -
On
August 27, 2019,
the Company's wholly owned subsidiary GSD Flowerfield, LLC entered into a Purchase and Sale Agreement (the “BSL Agreement”) for the sale of a
9.0
-acre parcel of vacant land (the “BSL Agreement Property”) in the Flowerfield complex in Smithtown, New York for
$16,800,000
to BSL St. James LLC, a Delaware limited liability company (“BSL”). The Agreement provided that BSL would have the right to terminate the BSL Agreement by written notice to GSD Flowerfield prior to the expiration of a defined inspection period (which had been extended via amendments to the BSL Agreement) if BSL was
not
fully satisfied, in BSL's sole discretion, as to the status of title, suitability of the Property and all factors concerning same, in which case BSL would have the right to receive a refund of its earnest money deposit.
 
On
March 16, 2021,
the Company received a notice (the “BSL Termination Notice”) from BSL that it is terminating the BSL Agreement. The BSL Termination Notice referenced the foregoing termination right and requested the return of the earnest money deposit to BSL in accordance with the provisions of the BSL Agreement.
 
The BSL Agreement Property is included in the Company's subdivision application with the Town of Smithtown, New York, to subdivide the entire Flowerfield property into
eight
separate parcels (
one
parcel of which is a catering hall facility sold by the Company in
2002
). The Company believes the termination of the BSL Agreement should have
no
impact on the subdivision application, and will continue to actively market its entire Flowerfield property on the basis of
eight
subdivided lots subject to and contingent upon approvals for the subdivision and related entitlements.
 
Cortlandt Manor -
As of
December 7, 2019,
the Company's wholly owned subsidiaries GSD Cortlandt, LLC, a New York limited liability company and Buttonwood Acquisition, LLC (together the “Cortlandt Subsidiaries”), executed a Purchase and Sale Agreement (the “SC Agreement”) for the sale of approximately
4.5
acres of its real property located in Cortlandt Manor, New York, together with the improvements thereon (the “SC Agreement Property”), to Sound Cortlandt, LLC, a Delaware limited liability company (“SC LLC”), for a purchase price of
$5,720,000.
 
The SC Agreement provided that SC LLC would have the right to terminate the SC Agreement by written notice to GSD prior to the expiration of a defined inspection period (which had been extended via amendments to the SC Agreement) if SC LLC was
not
fully satisfied, in SC LLC's sole discretion, as to the status of title, suitability of the SC Agreement Property and all factors concerning same, in which case SC LLC would have the right to receive a refund of its earnest money deposit.
 
On
February 1, 2021,
the Company received a notice (the “SC Termination Notice”) from SC LLC that it is terminating the SC Agreement. The SC Termination Notice referenced the foregoing termination right and called for the Escrow Agent (as defined in the SC Agreement) to return the earnest money deposit immediately to SC LLC in accordance with the provisions of the SC Agreement.