Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Aug. 29, 2015 | Oct. 08, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 29, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Trinity Place Holdings Inc. | |
Entity Central Index Key | 724,742 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TPHS | |
Entity Common Stock, Shares Outstanding | 20,131,928 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 29, 2015 | Feb. 28, 2015 |
ASSETS | ||
Real estate, net | $ 36,678 | $ 31,121 |
Cash and cash equivalents | 16,296 | 23,870 |
Restricted cash | 3,730 | 21,578 |
Receivables | 85 | 90 |
Prepaid expenses and other assets, net | 2,087 | 2,276 |
Total assets | 58,876 | 78,935 |
LIABILITIES | ||
Accounts payable and accrued expenses | 8,027 | 10,241 |
Liability related to share based compensation | 5,154 | 0 |
Other liabilities, primarily lease settlement liabilities | 0 | 16,427 |
Obligation to former majority shareholder | 7,066 | 7,066 |
Loan payable | 40,000 | 40,000 |
Total liabilities | $ 60,247 | $ 73,734 |
Commitments and Contingencies | ||
SHAREHOLDERS' (DEFICIT) EQUITY | ||
Preferred Stock, 40,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.01 par value, 80,000 shares authorized; 24,729 and 24,473 shares issued at August 29, 2015 and February 28, 2015, respectively; 20,132 and 20,016 shares outstanding at August 29, 2015 and February 28, 2015, respectively | 247 | 245 |
Additional paid-in capital | 43,285 | 45,375 |
Treasury stock (4,597 and 4,457 shares at August 29, 2015 and February 28, 2015, respectively) | (48,271) | (47,166) |
Accumulated other comprehensive loss | (1,476) | (1,476) |
Retained earnings | 4,844 | 8,223 |
Total shareholders' (deficit) equity | (1,371) | 5,201 |
Total liabilities and shareholders' (deficit) equity | $ 58,876 | $ 78,935 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Aug. 29, 2015 | Feb. 28, 2015 |
Preferred Stock, Shares Authorized | 40,000 | 40,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 80,000 | 80,000 |
Common Stock, Shares, Issued | 24,729 | 24,473 |
Common Stock, Shares, Outstanding | 20,132 | 20,016 |
Treasury Stock, Shares | 4,597 | 4,457 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 29, 2015 | Aug. 29, 2015 | |
Revenues | ||
Rental income | $ 145 | $ 292 |
Tenant reimbursements | 43 | 120 |
Total revenues | 188 | 412 |
Operating Expenses | ||
Property operating expenses | 171 | 319 |
Real estate taxes | 55 | 108 |
General and administrative | 629 | 2,108 |
Professional fees | 741 | 1,233 |
Depreciation and amortization | 173 | 346 |
Total operating expenses | 1,769 | 4,114 |
Operating loss | (1,581) | (3,702) |
Interest expense, net | (83) | (203) |
Reduction of claim liability | 300 | 530 |
Loss before income taxes | (1,364) | (3,375) |
Income taxes | 0 | 4 |
Net loss available to common shareholders | $ (1,364) | $ (3,379) |
Loss per share - basic and diluted | $ (0.07) | $ (0.17) |
Weighted average number of shares - basic and diluted | 20,124 | 20,088 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY - 6 months ended Aug. 29, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Feb. 28, 2015 | $ 5,201 | $ 245 | $ 45,375 | $ (47,166) | $ 8,223 | $ (1,476) |
Balance (in shares) at Feb. 28, 2015 | 24,473 | (4,457) | ||||
Net loss | (3,379) | $ 0 | 0 | $ 0 | (3,379) | 0 |
Settlement of stock awards | (1,105) | $ 2 | (2) | $ (1,105) | 0 | 0 |
Settlement of stock awards (in shares) | 256 | (140) | ||||
Reclassification of share based compensation to liability | (2,516) | $ 0 | (2,516) | $ 0 | 0 | 0 |
Stock based compensation expense | 428 | 0 | 428 | 0 | 0 | 0 |
Balance at Aug. 29, 2015 | $ (1,371) | $ 247 | $ 43,285 | $ (48,271) | $ 4,844 | $ (1,476) |
Balance (in shares) at Aug. 29, 2015 | 24,729 | (4,597) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 6 Months Ended |
Aug. 29, 2015USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (3,379) |
Adjustments to reconcile net loss to net cash used in operating activities | |
Depreciation and amortization | 346 |
Stock-based compensation expense | 931 |
Decrease (increase) in operating assets: | |
Receivables | 5 |
Prepaid expenses and other assets | (89) |
Decrease in operating liabilities: | |
Accounts payable and accrued expenses | (2,214) |
Other liabilities, primarily lease settlement liabilities | (16,427) |
Net cash used in operating activities | (20,827) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Restricted cash | 17,848 |
Additions to real estate | (3,490) |
Net cash provided by investing activities | 14,358 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Settlement of stock awards | (1,105) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (7,574) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 23,870 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 16,296 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
Interest | 873 |
Taxes | 4 |
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES: | |
Liability related to share based compensation | $ 5,154 |
The Company
The Company | 6 Months Ended |
Aug. 29, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | Note 1 The Company Overview Trinity Place Holdings Inc., together with its wholly owned subsidiaries, is a real estate holding, investment and asset management company. Our business is primarily to own, invest in, manage, develop and/or redevelop real estate assets and/or real estate related securities. Currently, our principal asset is a property located at 28-42 Trinity Place in Lower Manhattan, referred to as the Trinity Place Property. We also own a shopping center located in West Palm Beach, Florida and retail boxes in Westbury, New York and Paramus, New Jersey and control a variety of intellectual property assets focused on the consumer sector. As described in greater detail in our Annual Report on Form 10-K for the fiscal year ended February 28, 2015 (the “2014 Annual Report”), our predecessor is Syms Corp. (“Syms”). Syms and its subsidiaries (the “Debtors”), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code” or “Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) on November 2, 2011. On August 30, 2012, the Court entered an order confirming the Plan, as defined in the 2014 Annual Report. On September 14, 2012, the Plan became effective and the Debtors consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into the Company, with Trinity Place Holdings Inc. as the surviving corporation and successor issuer pursuant to Rule 12g-3 under the Exchange Act. Following a General Unsecured Claim Satisfaction and the final Majority Shareholder payment, both defined and discussed in more detail in our 2014 Annual Report, we will have satisfied our remaining obligations under the Plan and will no longer operate under the terms and restrictions of the Plan. During the period from the effective date of the Plan through August 29, 2015, the end of our second fiscal quarter, we sold 13 of our properties and the Secaucus condominium, and paid approximately $ 108.2 Financial Reporting In response to the Chapter 11 filing we adopted the liquidation basis of accounting effective October 30, 2011. Under the liquidation basis of accounting, assets were stated at their net realizable value, liabilities were stated at their net settlement amount and estimated costs over the period of liquidation were accrued to the extent reasonably determinable. Effective February 9, 2015, the closing date of the loan transaction described in Note 5 - Loan Payable, we ceased reporting on the liquidation basis of accounting in light of our available cash resources, the estimated range of outstanding payments on unresolved claims, and our ability to operate as a going concern. We resumed reporting on the going concern basis of accounting on February 10, 2015. Claims Payment Process We are in the process of reconciling, objecting to and resolving the remaining claims associated with the discharge of liabilities pursuant to the Plan. We made cash payments of Allowed Claims during the thirteen and twenty-six weeks ended August 29, 2015 of $ 3.5 18.1 108.2 We expect to pay an additional Syms Class 4 General Unsecured Claim out of Net Proceeds (as defined in the Plan) when such claim becomes an Allowed Claim in accordance with the terms of the Plan. As of August 29, 2015, based on the reconciliation work to date and payments made as described above, the remaining estimated aggregate allowed amount of credit claims, excluding claims covered by insurance, consists of the net amount of $ 7.1 3.6 0.1 10.8 The process of reconciling claims is different from the process of actually resolving claims. Accordingly, the above estimates are based primarily on our identification and reconciliation of the amounts of asserted claims to our books and records, and not on the negotiation or settlement of specific claims. Because of the ongoing reconciliation and settlement processes, the ultimate amount of allowed claims and the ultimate amount of distributions under the Plan could be materially different from our current estimates. The descriptions of certain transactions, payments and other matters contemplated by the Plan above and elsewhere in this Quarterly Report on Form 10-Q are summaries only and do not purport to be complete and are qualified in all respects by the actual provisions of the Plan and related documents. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 29, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include our financial statements and our wholly owned subsidiaries. All material intercompany transactions have been eliminated. The accompanying unaudited condensed consolidated interim financial information has been prepared according to the rules and regulations of the 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. Our 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 our February 28, 2015 audited consolidated financial statements, as previously filed with the SEC on Form 10-K on May 14, 2015, and other public information. a. Accounting Period b. Principles of Consolidation c. Use of Estimates d. Reportable Segments - e. Concentrations of Credit Risk f. Real Estate 15 39 g. Real Estate Under Development - h. Valuation of Long-Lived Assets i. Trademarks and Customer Lists 10 j. Fair Value Measurement - 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 value 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 we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 k. Cash and Cash Equivalents l. Restricted Cash - m. Revenue Recognition and Accounts Receivable We make estimates of the uncollectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts may be provided against certain tenant accounts receivable that are estimated to be uncollectible. If an amount is ultimately deemed to be uncollectible, it is written off. n. Stock-Based Compensation o. Income Taxes 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 requires increased disclosures. As of August 29, 2015 and February 28, 2015, we had determined that no liabilities are required in connection with unrecognized tax positions. As of August 29, 2015, our tax returns for the prior three years are subject to review by the Internal Revenue Service. p. Earnings (loss) Per Share Information - q. Deferred Costs Financing costs have been deferred and are amortized over the term of the loan. During August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-14, “Revenue from Contracts with Customers: Deferral of Effective Date”. ASU 2015-14 defers the effective date of adoption of ASU 2014-09, “Revenue from Contracts with Customers”, to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. ASU 2014-09 was issued in May 2014 and it 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, 2017, and interim periods therein, using either of the following transition 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). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which the standard will be adopted. During April 2015, the FASB issued ASU No. 2015-04, “Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”. ASU 2015-04 provides a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. ASU 2015-04 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. ASU 2015-04 is not expected to have a material impact on our consolidated financial statements. During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. We have not adopted ASU 2015-03 as of August 29, 2015. The adoption of ASU 2015-03 is not expected to have a material impact on our consolidated financial statements. |
Real Estate, Net
Real Estate, Net | 6 Months Ended |
Aug. 29, 2015 | |
Real Estate [Abstract] | |
Real Estate, Net | Note 3 Real Estate, Net As of August 29, 2015 and February 28, 2015, real estate, net consists of the following (in thousands): August 29, 2015 February 28, 2015 (unaudited) (audited) Real estate under development $ 32,517 $ 26,906 Buildings and building improvements 3,594 3,580 Land 2,452 2,452 38,563 32,938 Less: accumulated depreciation 1,885 1,817 $ 36,678 $ 31,121 Real estate under development consists of the Trinity Place Property, the Paramus, New Jersey and Westbury, New York properties. Buildings and building improvements and land consist of the West Palm Beach, Florida property. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 6 Months Ended |
Aug. 29, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets, Net | Note 4 Prepaid Expenses and Other Assets, Net August 29, 2015 February 28, 2015 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Deferred financing costs 693 695 Prepaid expenses 662 628 Security deposits 107 99 Tenant lease broker fees 49 - 3,601 3,512 Less: accumulated amortization 1,514 1,236 $ 2,087 $ 2,276 |
Loan Payable
Loan Payable | 6 Months Ended |
Aug. 29, 2015 | |
Long-term Debt, Unclassified [Abstract] | |
Loan Payable | Note 5 Loan Payable On February 9, 2015, TPHGreenwich Owner LLC (“TPH Borrower”), our wholly-owned subsidiary, entered into a Loan Agreement, pursuant to which the lenders agreed to extend credit to TPH Borrower in the amount of $ 40 50 August 8, 2017 The Loan bears interest at a rate per annum equal to the greater of the rate published from time to time by the Wall Street Journal as the U.S. Prime Rate plus 1.25% (the “Contract Rate”) or 4.5% and requires interest only payments through maturity. TPH Borrower can prepay the Loan at any time, in whole or in part, without premium or penalty. We incurred approximately $460,000 and $ 920,000 355,000 671,000 The Loan Agreement requires TPH Borrower to comply with various affirmative and negative covenants including restrictions on debt, liens, business activities, distributions and dividends, disposition of assets and transactions with affiliates. TPH Borrower has established blocked accounts with the initial lenders, and pledged the funds maintained in such accounts, in the amount of 9 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 29, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 Fair Value Measurements The fair value of our financial instruments are determined based upon applicable accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted process in active markets for identical assets or liabilities (Level 1), quoted process for similar instruments in active markets or quoted process for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and other liabilities approximated their carrying value because of the short-term nature of these instruments. The fair value of the loan payable approximated its carrying value as it is a variable-rate instrument. |
Pension and Profit Sharing Plan
Pension and Profit Sharing Plans | 6 Months Ended |
Aug. 29, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Profit Sharing Plans | Note 7 Pension and Profit Sharing Plans Pension Plan 2.9 We will maintain the Syms pension plan and make all contributions required under applicable minimum funding rules; provided, however, that we may terminate the Syms pension plan from and after January 1, 2017. In the event that we terminate the Syms pension plan, we intend that any such termination shall be a standard termination. Prior to the Bankruptcy, certain employees were covered by collective bargaining agreements and participated in multiemployer pension plans. Syms ceased to have an obligation to contribute to these plans in 2012, thereby triggering a complete withdrawal from the plans within the meaning of section 4203 of the Employee Retirement Income Security Act of 1974. Consequently, we are subject to the payment of a withdrawal liability to these pension funds. We had a recorded liability of $ 3.6 4.0 0.2 In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $ 2.4 3.4 0.2 0.4 |
Commitments
Commitments | 6 Months Ended |
Aug. 29, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 8 - Commitments a. Leases b. Legal Proceedings - As discussed in Note 1 - The Company, Syms and its subsidiaries filed voluntary petitions for relief under Chapter 11 on November 2, 2011. On September 14, 2012, a plan of reorganization became effective and Syms and its subsidiaries emerged from bankruptcy, with reorganized Syms merging with and into Trinity. |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 29, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes At August 29, 2015, we had Federal net operating loss carry forwards of approximately $ 213.0 2034 125.0 2029 2034 33.3 34.8 Based on management assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. Accordingly a valuation allowance of $ 89.5 0.4 89.9 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 29, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions We are restricted from making any distributions, dividends or redemptions until after the former Majority Shareholder payments are made in full under the terms of the Plan. Our certificate of incorporation provides for a share of Series B preferred stock, held by the former Majority Shareholder and which is pledged as security and held in escrow, entitling the former Majority Shareholder to control a majority of the Board of Directors if the former Majority Shareholder payments are not made by October 16, 2016, provided and conditioned upon the General Unsecured Claim Satisfaction having occurred. We have a remaining liability of $ 7.1 The former Majority Shareholder, the Company and Filene’s, LLC also entered into an agreement in connection with the Plan whereby the rights to the “Syms” name and to any images of the former Majority Shareholder and her family members were assigned to the former Majority Shareholder. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Aug. 29, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-Based Compensation | Note 11 Stock-Based Compensation Restricted Stock Units During the twenty-six weeks ended August 29, 2015, we granted 363,095 On April 27, 2015, we issued 238,095 132,904 Compensation-Stock Compensation 8.00 2.5 22,000 0.9 34,000 2.1 5.2 Twenty-six Weeks Ended August 29, 2015 Number of Shares Weighted Average Fair Non-vested at beginning of period 1,244,463 $ 6.48 Granted RSUs 363,095 $ 7.05 Vested (296,428) $ 6.26 Non-vested at end of period 1,311,130 $ 6.68 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 29, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events Investment Agreement with MFP Partners On September 11, 2015, we entered into an Investment Agreement (the “MFP Investment Agreement”) with MFP Partners, L.P. (“MFP Partners”), a shareholder of ours. Pursuant to the MFP Investment Agreement, we have agreed to commence a $ 30.0 0.248362 30.0 6.00 Subject to the terms and conditions of the MFP Investment Agreement, MFP Partners has agreed to purchase the shares of common stock not subscribed for in the Rights Offering, up to a maximum of 3,333,333 1,666,667 Investment Agreement with Third Avenue On September 11, 2015, we entered into an Investment Agreement (the “Third Avenue Investment Agreement”) with Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), a shareholder of ours. Subject to the terms and conditions of the Third Avenue Investment Agreement, Third Avenue has agreed to exercise all of their rights under the basic subscription privilege in the Rights Offering, representing 836,841 2015 Stock Incentive Plan On September 9, 2015, our board of directors have adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “Stock Plan”). The Stock Plan authorizes the grants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and shares of unrestricted stock (collectively, the “Awards”). Subject to certain customary adjustments, a maximum of 800,000 Launch of New On-Line Marketplace During the third quarter of fiscal 2015, we launched our on-line marketplace at FilenesBasement.com. For the first few quarters of operations, the revenues and operating income are not expected to have a material impact on our consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 29, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a. Accounting Period |
Principles of Consolidation | b. Principles of Consolidation |
Use of Estimates | c. Use of Estimates |
Reportable Segments | d. Reportable Segments - |
Concentrations of Credit Risk | e. Concentrations of Credit Risk |
Real Estate | f. Real Estate 15 39 |
Real Estate Under Development | g. Real Estate Under Development - |
Valuation of Long-Lived Assets | h. Valuation of Long-Lived Assets |
Trademarks and Customer Lists | i. Trademarks and Customer Lists 10 |
Fair Value Measurement | j. Fair Value Measurement - 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 value 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 we evaluate our hierarchy disclosures each quarter. Level 1 Level 2 Level 3 |
Cash and Cash Equivalents | k. Cash and Cash Equivalents |
Restricted Cash | l. Restricted Cash - |
Revenue Recognition | m. Revenue Recognition and Accounts Receivable We make estimates of the uncollectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts may be provided against certain tenant accounts receivable that are estimated to be uncollectible. If an amount is ultimately deemed to be uncollectible, it is written off. |
Stock-Based Compensation | n. Stock-Based Compensation |
Income Taxes | o. Income Taxes 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 requires increased disclosures. As of August 29, 2015 and February 28, 2015, we had determined that no liabilities are required in connection with unrecognized tax positions. As of August 29, 2015, our tax returns for the prior three years are subject to review by the Internal Revenue Service. |
Earnings Per Share Information | p. Earnings (loss) Per Share Information - |
Deferred Costs | q. Deferred Costs Financing costs have been deferred and are amortized over the term of the loan. |
New Accounting Pronouncements | Recent Accounting Pronouncements During August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-14, “Revenue from Contracts with Customers: Deferral of Effective Date”. ASU 2015-14 defers the effective date of adoption of ASU 2014-09, “Revenue from Contracts with Customers”, to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. ASU 2014-09 was issued in May 2014 and it 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, 2017, and interim periods therein, using either of the following transition 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). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which the standard will be adopted. During April 2015, the FASB issued ASU No. 2015-04, “Compensation Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”. ASU 2015-04 provides a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. ASU 2015-04 is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. ASU 2015-04 is not expected to have a material impact on our consolidated financial statements. During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. We have not adopted ASU 2015-03 as of August 29, 2015. The adoption of ASU 2015-03 is not expected to have a material impact on our consolidated financial statements. |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 6 Months Ended |
Aug. 29, 2015 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of August 29, 2015 and February 28, 2015, real estate, net consists of the following (in thousands): August 29, 2015 February 28, 2015 (unaudited) (audited) Real estate under development $ 32,517 $ 26,906 Buildings and building improvements 3,594 3,580 Land 2,452 2,452 38,563 32,938 Less: accumulated depreciation 1,885 1,817 $ 36,678 $ 31,121 |
Prepaid Expenses and Other As21
Prepaid Expenses and Other Assets, Net (Tables) | 6 Months Ended |
Aug. 29, 2015 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule Of Prepaid Expense And Other Assets | Prepaid expenses and other assets, net include the following (in thousands): August 29, 2015 February 28, 2015 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Deferred financing costs 693 695 Prepaid expenses 662 628 Security deposits 107 99 Tenant lease broker fees 49 - 3,601 3,512 Less: accumulated amortization 1,514 1,236 $ 2,087 $ 2,276 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Aug. 29, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Our RSU activity for the twenty-six weeks ended August 29, 2015 is as follows: Twenty-six Weeks Ended August 29, 2015 Number of Shares Weighted Average Fair Non-vested at beginning of period 1,244,463 $ 6.48 Granted RSUs 363,095 $ 7.05 Vested (296,428) $ 6.26 Non-vested at end of period 1,311,130 $ 6.68 |
The Company (Details Textual)
The Company (Details Textual) $ in Millions | 3 Months Ended | 6 Months Ended |
Aug. 29, 2015USD ($) | Aug. 29, 2015USD ($) | |
Claims Payments | $ 3.5 | $ 18.1 |
Paid For Allowed Claims | 108.2 | |
Total Payments For Claims Process | 108.2 | |
Estimated Claims Remaining | 10.8 | 10.8 |
Other Liabilities [Member] | ||
Estimated Claims Remaining | 0.1 | 0.1 |
Multiemployer Plans, Pension [Member] | ||
Estimated Claims Remaining | 3.6 | 3.6 |
Majority Shareholder [Member] | ||
Estimated Claims Remaining | $ 7.1 | $ 7.1 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Aug. 29, 2015 | |
Trademarks and Customer Lists [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Maximum [Member] | |
Useful Life of Real Estate Property | 39 years |
Minimum [Member] | |
Useful Life of Real Estate Property | 15 years |
Real Estate, Net (Details)
Real Estate, Net (Details) - USD ($) $ in Thousands | Aug. 29, 2015 | Feb. 28, 2015 |
Real Estate Investment Property, at Cost | $ 38,563 | $ 32,938 |
Less: accumulated depreciation | 1,885 | 1,817 |
Real Estate Investment Property, Net | 36,678 | 31,121 |
Real estate under development | ||
Real Estate Investment Property, at Cost | 32,517 | 26,906 |
Buildings and building improvements | ||
Real Estate Investment Property, at Cost | 3,594 | 3,580 |
Land | ||
Real Estate Investment Property, at Cost | $ 2,452 | $ 2,452 |
Prepaid Expenses and Other As26
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Aug. 29, 2015 | Feb. 28, 2015 |
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Deferred financing costs | 693 | 695 |
Prepaid expenses | 662 | 628 |
Security deposits | 107 | 99 |
Tenant lease broker fees | 49 | 0 |
Prepaid Expense And Other Assets Gross | 3,601 | 3,512 |
Less: accumulated amortization | 1,514 | 1,236 |
Prepaid Expense and Other Assets | $ 2,087 | $ 2,276 |
Loan Payable (Details Textual)
Loan Payable (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended |
Aug. 29, 2015 | Aug. 29, 2015 | Feb. 09, 2015 | |
Long Term Debt Maturity Date | Aug. 8, 2017 | ||
Interest Costs Capitalized Adjustment | $ 460,000 | $ 920,000 | |
Interest Costs Capitalized | $ 355,000 | $ 671,000 | |
TPH Borrower [Member] | |||
Loans Payable to Bank | $ 40,000,000 | ||
Debt Instrument, Description of Variable Rate Basis | The Loan bears interest at a rate per annum equal to the greater of the rate published from time to time by the Wall Street Journal as the U.S. Prime Rate plus 1.25% (the “Contract Rate”) or 4.5% and requires interest only payments through maturity. | ||
Percentage Of Loans | 9.00% | ||
TPH Borrower [Member] | Minimum [Member] | |||
Loans Payable to Bank | $ 50,000,000 |
Pension and Profit Sharing Pl28
Pension and Profit Sharing Plans (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Aug. 29, 2015 | Aug. 29, 2015 | Feb. 28, 2015 | |
Multiemployer Plans, Withdrawal Obligation | $ 0.2 | $ 0.2 | |
Multiemployer Plans, Minimum Contribution | 3.4 | 3.4 | |
Syms Plan Minimum Contribution | 2.4 | 2.4 | |
Syms Sponsored Plan [Member] | |||
Syms sponored Benefit Plan, Accumulated Benefit Obligation | 2.9 | 2.9 | $ 2.9 |
Multiemployer Plans, Pension [Member] | |||
Multiemployer Plans, Accumulated Benefit Obligation | 3.6 | 3.6 | $ 4 |
Multiemployer Plan, Period Contributions | $ 0.2 | $ 0.4 |
Commitments (Details Textual)
Commitments (Details Textual) - Fifth Avenue, New York [Member] | 3 Months Ended | 6 Months Ended |
Aug. 29, 2015USD ($) | Aug. 29, 2015USD ($) | |
Operating Leases, Rent Expense | $ 68,000 | $ 135,000 |
Operating Leases, Future Minimum Payments, Due in Two Years | $ 600,000 | $ 600,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Aug. 29, 2015 | Feb. 28, 2015 | |
Valuation Allowance | $ 89.5 | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 89.9 | $ 0.4 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 125 | |
State and Local Jurisdiction [Member] | Maximum [Member] | ||
Operating Loss Carryforward Expiration Year | 2,034 | |
State and Local Jurisdiction [Member] | Minimum [Member] | ||
Operating Loss Carryforward Expiration Year | 2,029 | |
Federal [Member] | ||
Operating Loss Carryforwards | $ 213 | |
Operating Loss Carryforward Expiration Year | 2,034 | |
New York State [Member] | ||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 33.3 | |
New York City [Member] | ||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 34.8 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | Aug. 29, 2015 | Feb. 28, 2015 |
Due to Former Majority Sharholder | $ 7.1 | $ 7.1 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 6 Months Ended |
Aug. 29, 2015$ / sharesshares | |
Number of Shares, Non-vested at beginning of period | shares | 1,244,463 |
Number of Shares, Granted RSUs | shares | 363,095 |
Number of Shares, Vested | shares | (296,428) |
Number of Shares, Non-vested at end of period | shares | 1,311,130 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ 6.48 |
Weighted Average Fair Value at Grant Date, Granted RSUs | 7.05 |
Weighted Average Fair Value at Grant Date, Vested | 6.26 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ 6.68 |
Stock-Based Compensation (Det33
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Apr. 27, 2015 | Aug. 29, 2015 | Aug. 29, 2015 | Feb. 28, 2015 | |
Allocated Share-based Compensation Expense | $ 22,000 | $ 900,000 | ||
Capitalized Cost To Real Estate | 34,000 | 2,100,000 | ||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | 2,516,000 | |||
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent | $ 5,154,000 | 5,154,000 | $ 0 | |
Additional Paid-in Capital [Member] | ||||
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability | $ 2,516,000 | |||
Chief Executive Officer [Member] | ||||
Stock Repurchased Per Share | $ 8 | |||
Stock Issued During Period, Shares, New Issues | 238,095 | |||
Stock Repurchased During Period, Shares | 132,904 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 363,095 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Sep. 11, 2015 | Aug. 29, 2015 | Sep. 09, 2015 |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ (1,105,000) | ||
Subsequent Event [Member] | Rights [Member] | Maximum [Member] | Stock Compensation Plan [Member] | |||
Subsequent Event [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 800,000 | ||
Subsequent Event [Member] | MFP Investment Agreement [Member] | Rights [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 30,000,000 | ||
Nontransferable Subscription Right For Each Share | 0.248362 | ||
Proceeds from Issuance Initial Public Offering | $ 30,000,000 | ||
Sale of Stock, Price Per Share | $ 6 | ||
Subsequent Event [Member] | MFP Investment Agreement [Member] | Rights [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 3,333,333 | ||
Subsequent Event [Member] | MFP Investment Agreement [Member] | Rights [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | 1,666,667 | ||
Subsequent Event [Member] | Third Avenue Investment Agreement [Member] | Rights [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 836,841 |