Trinity Place (TPHS) 10-Q 7 Jan 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Nov. 28, 2015	Jan. 07, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 28, 2015
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
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		25,240,878

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Nov. 28, 2015	Feb. 28, 2015
ASSETS
Real estate, net	$ 39,567	$ 31,121
Cash and cash equivalents	10,189	23,870
Restricted cash	3,600	21,578
Receivables	54	90
Deferred rents receivable	155	0
Prepaid expenses and other assets, net	2,732	2,276
Total assets	56,297	78,935
LIABILITIES
Accounts payable and accrued expenses	7,870	10,241
Liability related to stock-based compensation	4,704	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	$ 59,640	$ 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; 24,979 and 24,473 shares issued at November 28, 2015 and February 28, 2015, respectively; 20,241 and 20,016 shares outstanding at November 28, 2015 and February 28, 2015, respectively	250	245
Additional paid-in capital	44,539	45,375
Treasury stock (4,738 and 4,457 shares at November 28, 2015 and February 28, 2015, respectively)	(49,114)	(47,166)
Accumulated other comprehensive loss	(1,476)	(1,476)
Retained earnings	2,458	8,223
Total shareholders' (deficit) equity	(3,343)	5,201
Total liabilities and shareholders' (deficit) equity	$ 56,297	$ 78,935

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Nov. 28, 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	24,979	24,473
Common Stock, Shares, Outstanding	20,241	20,016
Treasury Stock, Shares	4,738	4,457

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended	9 Months Ended
	Nov. 28, 2015	Nov. 28, 2015
Revenues
Rental income	$ 279	$ 571
Tenant reimbursements	47	167
Total revenues	326	738
Operating Expenses
Property operating expenses	186	505
Real estate taxes	46	154
General and administrative	1,556	3,664
Professional fees	689	1,922
Depreciation and amortization	186	532
Total operating expenses	2,663	6,777
Operating loss	(2,337)	(6,039)
Interest expense, net	(54)	(257)
Reduction of claims liability	27	557
Loss before income taxes	(2,364)	(5,739)
Taxes	22	26
Net loss available to common stockholders	$ (2,386)	$ (5,765)
Loss per share - basic and diluted	$ (0.12)	$ (0.29)
Weighted average number of common shares - basic and diluted	20,159	20,112

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY - 9 months ended Nov. 28, 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 available to common stockholders	(5,765)	$ 0	0	$ 0	(5,765)	0
Settlement of stock awards	(818)	$ 5	1,125	$ (1,948)	0	0
Settlement of stock awards (in shares)		506		(281)
Reclassification of stock-based compensation to liability	(2,516)	$ 0	(2,516)	$ 0	0	0
Stock-based compensation expense	555	0	555	0	0	0
Balance at Nov. 28, 2015	$ (3,343)	$ 250	$ 44,539	$ (49,114)	$ 2,458	$ (1,476)
Balance (in shares) at Nov. 28, 2015		24,979		(4,738)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands	9 Months Ended
	Nov. 28, 2015USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss available to common stockholders	$ (5,765)
Adjustments to reconcile net loss available to common stockholders to net cash used in operating activities
Depreciation and amortization	532
Stock-based compensation expense	1,191
Deferred rents receivable	(155)
Decrease (increase) in operating assets:
Receivables	36
Prepaid expenses and other assets	(881)
Decrease in operating liabilities:
Accounts payable and accrued expenses	(2,371)
Other liabilities, primarily lease settlement liabilities	(16,427)
Net cash used in operating activities	(23,840)
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash, net	17,978
Additions to real estate	(5,871)
Net cash provided by investing activities	12,107
CASH FLOWS FROM FINANCING ACTIVITIES:
Settlement of stock awards	(1,948)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(13,681)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	23,870
CASH AND CASH EQUIVALENTS, END OF PERIOD	10,189
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	1,334
Taxes	26
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Liability related to stock-based compensation	$ 4,704

The Company

The Company	9 Months Ended
	Nov. 28, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	Note 1 – 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 locations 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 November 28, 2015, the end of our third fiscal quarter, we sold 13 of our properties and the Secaucus condominium, and paid approximately $ 108.5 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 thirty-nine weeks ended November 28, 2015 of $ 0.3 18.4 108.5 As of November 28, 2015, the amount of remaining claims, excluding claims covered by insurance, is $ 10.5 7.1 3.4 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	9 Months Ended
	Nov. 28, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – 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 the financial statements of our wholly-owned subsidiaries. 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 - we operated in one reportable segment, commercial real estate. e. Concentrations of Credit Risk f. Real Estate - 15 39 g. Real Estate Under Development - Revenue earned under short-term license agreements at properties under development is offset against these capitalized costs 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 Cash and Cash Equivalents Restricted Cash - 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 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 both November 28, 2015 and February 28, 2015, we had determined that no liabilities are required in connection with unrecognized tax positions. As of November 28, 2015, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain local, state, franchise and federal taxes. p. Earnings (loss) Per Share Information - Deferred Financing Costs In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 requires an entity to disclose the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-16 is not expected to have a material impact on our consolidated financial statements. During August 2015, the FASB issued 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. The adoption of 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 November 28, 2015. The adoption of ASU 2015-03 is not expected to have a material impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 amends the consolidation requirements in ASC 810, “Consolidation” and changes the required consolidation analysis. The amendments in ASU No. 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments impact limited partnerships and legal entities, the evaluation of fees paid to a decision maker or service provider of a variable interest, the effect of fee arrangements on the primary beneficiary determination, the effect of related parties on the primary beneficiary determination, and certain investment funds. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial statements.

Real Estate, Net

Real Estate, Net	9 Months Ended
	Nov. 28, 2015
Real Estate [Abstract]
Real Estate, Net	Note 3 – November 28, 2015 February 28, 2015 (unaudited) (audited) Real estate under development $ 34,951 $ 26,906 Buildings and building improvements 3,688 3,580 Tenant improvements 400 - Land 2,452 2,452 41,491 32,938 Less: accumulated depreciation 1,924 1,817 $ 39,567 $ 31,121 Real estate under development consists of the Trinity Place Property, the Paramus, New Jersey and the Westbury, New York properties. Buildings and building improvements, tenant improvements and land consist of the West Palm Beach, Florida property.

Prepaid Expenses and Other Asse

Prepaid Expenses and Other Assets, Net	9 Months Ended
	Nov. 28, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Assets, Net	Note 4 – November 28, 2015 February 28, 2015 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Deferred financing costs 693 695 Prepaid expenses 566 628 Lease commissions 405 - Deferred offering costs 363 - Other 276 99 4,393 3,512 Less: accumulated amortization 1,661 1,236 $ 2,732 $ 2,276

Loan Payable

Loan Payable	9 Months Ended
	Nov. 28, 2015
Long-term Debt, Unclassified [Abstract]
Loan Payable	Note 5 – 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 (i) 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 (ii) 4.5% and requires interest only payments through maturity. 4.5 455,000 1.4 385,000 1.1 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 As of November 28, 2015, TPH Borrower is in compliance with all Loan covenants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Nov. 28, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 – 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, prepaid expenses and other assets, 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	9 Months Ended
	Nov. 28, 2015
Compensation and Retirement Disclosure [Abstract]
Pension and Profit Sharing Plans	Note 7 – Pension and Profit Sharing Plans Pension Plan - Syms sponsored a defined benefit pension plan for certain eligible employees not covered under a collective bargaining agreement. The pension plan was frozen effective December 31, 2006. As of November 28, 2015 and February 28, 2015, we had a recorded liability of $2.1 million and $2.9 million, respectively, which is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. 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 $3.4 million and $4.0 million which is reflected in accounts payable and accrued expenses as of November 28, 2015 and February 28, 2015, respectively, and is included as part of the remaining estimated allowed net claims. We are required to make quarterly distributions in the amount of $0.2 million until this liability is completely paid to the multiemployer plan. In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $3.2 million to the Syms sponsored plan and approximately $3.6 million to the multiemployer plans from September 17, 2012 through November 28, 2015 of which $0.8 million and $0.2 million was funded during the thirteen weeks and $0.8 million and $0.6 million was funded during the thirty-nine weeks ended November 28, 2015 to the Syms sponsored plan and to the multiemployer plan,

Commitments

Commitments	9 Months Ended
	Nov. 28, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 8 – a. Leases 0.5 50,000 200,000 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	9 Months Ended
	Nov. 28, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 – At November 28, 2015, we had Federal net operating loss carry forwards of approximately $ 219.0 2034 131.1 2029 2034 31.1 25.5 Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. Accordingly a valuation allowance of $ 89.5 2.4 91.9

Related Party Transactions

Related Party Transactions	9 Months Ended
	Nov. 28, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 10 – We are restricted from making any distributions, and paying 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 Basement, 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	9 Months Ended
	Nov. 28, 2015
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
Stock-Based Compensation	Note 11 – Restricted Stock Units During the thirty-nine weeks ended November 28, 2015, we granted 363,095 On April 27, 2015, we issued 238,095 shares of common stock to the CEO to settle vested RSUs from previous RSU grants. In connection with that transaction, we repurchased/withheld (from the 238,095 shares issued) 132,904 Compensation-Stock Compensation 8.00 2.5 260,000 1.2 546,000 2.7 4.7 Number of Shares Weighted Average Fair Non-vested at beginning of period 1,244,463 $ 6.48 Granted RSUs 393,095 $ 7.02 Vested (296,428) $ 6.26 Non-vested at end of period 1,341,130 $ 6.68 During November 2015, we issued 250 141,050

Subsequent Events

Subsequent Events	9 Months Ended
	Nov. 28, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Rights Offering On December 8, 2015, we consummated our previously announced common stock rights offering (the “Rights Offering”) and the transactions contemplated by the Investment Agreement, dated as of September 11, 2015, between the Company and MFP Partners, L.P and the Investment Agreement, dated as of September 11, 2015, between the Company and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (together, the “Investment Agreements”). The consummation of the Rights Offering and the transactions contemplated by the Investment Agreements resulted in our issuance of 5,000 30.0 Stock Market Listing On December 21, 2015, shares of our common stock were listed and began trading on the NYSE MKT LLC under the ticker symbol “TPHS”.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Nov. 28, 2015
Accounting Policies [Abstract]
Basis of Presentation	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 our financial statements and the financial statements of our wholly-owned subsidiaries. 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.
Accounting Period	a. Accounting Period
Principles of Consolidation	b. Principles of Consolidation
Use of Estimates	c. Use of Estimates
Reportable Segments	d. Reportable Segments - we operated in one reportable segment, commercial real estate.
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 - Revenue earned under short-term license agreements at properties under development is offset against these capitalized costs
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	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	Stock-Based Compensation
Income Taxes	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 both November 28, 2015 and February 28, 2015, we had determined that no liabilities are required in connection with unrecognized tax positions. As of November 28, 2015, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain local, state, franchise and federal taxes.
Earnings Per Share Information	p. Earnings (loss) Per Share Information -
Deferred Financing Costs	q. Deferred Financing Costs
New Accounting Pronouncements	Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, “Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” ASU 2015-16 requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 requires an entity to disclose the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal periods and interim periods within those fiscal periods beginning after December 15, 2015. The adoption of ASU 2015-16 is not expected to have a material impact on our consolidated financial statements. During August 2015, the FASB issued 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. The adoption of 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 November 28, 2015. The adoption of ASU 2015-03 is not expected to have a material impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 amends the consolidation requirements in ASC 810, “Consolidation” and changes the required consolidation analysis. The amendments in ASU No. 2015-02 affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments impact limited partnerships and legal entities, the evaluation of fees paid to a decision maker or service provider of a variable interest, the effect of fee arrangements on the primary beneficiary determination, the effect of related parties on the primary beneficiary determination, and certain investment funds. The adoption of ASU 2015-02 is not expected to have a material impact on our consolidated financial statements.

Real Estate, Net (Tables)

Real Estate, Net (Tables)	9 Months Ended
	Nov. 28, 2015
Real Estate [Abstract]
Schedule of Real Estate Properties	As of November 28, 2015 and February 28, 2015, real estate, net consists of the following (in thousands): November 28, 2015 February 28, 2015 (unaudited) (audited) Real estate under development $ 34,951 $ 26,906 Buildings and building improvements 3,688 3,580 Tenant improvements 400 - Land 2,452 2,452 41,491 32,938 Less: accumulated depreciation 1,924 1,817 $ 39,567 $ 31,121

Prepaid Expenses and Other As21

Prepaid Expenses and Other Assets, Net (Tables)	9 Months Ended
	Nov. 28, 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): November 28, 2015 February 28, 2015 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Deferred financing costs 693 695 Prepaid expenses 566 628 Lease commissions 405 - Deferred offering costs 363 - Other 276 99 4,393 3,512 Less: accumulated amortization 1,661 1,236 $ 2,732 $ 2,276

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Nov. 28, 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 thirty-nine weeks ended November 28, 2015 was as follows: Number of Shares Weighted Average Fair Non-vested at beginning of period 1,244,463 $ 6.48 Granted RSUs 393,095 $ 7.02 Vested (296,428) $ 6.26 Non-vested at end of period 1,341,130 $ 6.68

The Company (Details Textual)

The Company (Details Textual) $ in Millions	3 Months Ended	9 Months Ended
	Nov. 28, 2015USD ($)	Nov. 28, 2015USD ($)
Claims Payments	$ 0.3	$ 18.4
Paid For Allowed Claims		108.5
Total Payments For Claims Process		108.5
Multiemployer Plans, Pension [Member]
Estimated Claims Remaining	3.4	3.4
Majority Shareholder [Member]
Estimated Claims Remaining	$ 7.1	7.1
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims, Total		$ 10.5

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details Textual)	9 Months Ended
	Nov. 28, 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	Nov. 28, 2015	Feb. 28, 2015
Real Estate Investment Property, at Cost	$ 41,491	$ 32,938
Less: accumulated depreciation	1,924	1,817
Real Estate Investment Property, Net	39,567	31,121
Real estate under development
Real Estate Investment Property, at Cost	34,951	26,906
Buildings and building improvements
Real Estate Investment Property, at Cost	3,688	3,580
Tenant improvements
Real Estate Investment Property, at Cost	400	0
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	Nov. 28, 2015	Feb. 28, 2015
Trademarks and customer lists	$ 2,090	$ 2,090
Deferred financing costs	693	695
Prepaid expenses	566	628
Lease commissions	405	0
Deferred offering costs	363	0
Other	276	99
Prepaid Expense And Other Assets Gross	4,393	3,512
Less: accumulated amortization	1,661	1,236
Prepaid Expense and Other Assets	$ 2,732	$ 2,276

Loan Payable (Details Textual)

Loan Payable (Details Textual) - USD ($)	Feb. 09, 2015	Nov. 28, 2015	Nov. 28, 2015
Long Term Debt Maturity Date	Aug. 8, 2017
Interest Costs Capitalized Adjustment		$ 455,000	$ 1,400,000
Interest Costs Capitalized		$ 385,000	$ 1,100,000
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 (i) 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 (ii) 4.5% and requires interest only payments through maturity.
Debt Instrument, Interest Rate, Stated Percentage		4.50%	4.50%
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	9 Months Ended
	Nov. 28, 2015	Nov. 28, 2015	Feb. 28, 2015
Multiemployer Plans, Withdrawal Obligation	$ 0.2	$ 0.2
Multiemployer Plans, Minimum Contribution	3.6	3.6
Syms Plan Minimum Contribution	3.2	3.2
Syms Sponsored Plan [Member]
Syms sponored Benefit Plan, Accumulated Benefit Obligation	2.1	2.1	$ 2.9
Multiemployer Plan, Period Contributions	0.8	0.2
Multiemployer Plans, Pension [Member]
Multiemployer Plans, Accumulated Benefit Obligation	3.4	3.4	$ 4
Multiemployer Plan, Period Contributions	$ 0.8	$ 0.6

Commitments (Details Textual)

Commitments (Details Textual) - Fifth Avenue, New York [Member]	3 Months Ended	9 Months Ended
	Nov. 28, 2015USD ($)	Nov. 28, 2015USD ($)
Operating Leases, Rent Expense	$ 50,000	$ 200,000
Operating Leases, Future Minimum Payments, Due in Two Years	$ 500,000	$ 500,000

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Nov. 28, 2015	Feb. 28, 2015
Valuation Allowance		$ 89.5
Valuation Allowance, Deferred Tax Asset, Change in Amount	$ 91.9	$ 2.4
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	$ 131.1
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	$ 219
Operating Loss Carryforward Expiration Year	2,034
New York State [Member]
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal	$ 31.1
New York City [Member]
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal	$ 25.5

Related Party Transactions (Det

Related Party Transactions (Details Textual) - USD ($) $ in Millions	Nov. 28, 2015	Feb. 28, 2015
Due to Former Majority Sharholder	$ 7.1	$ 7.1

Stock-Based Compensation (Detai

Stock-Based Compensation (Details)	9 Months Ended
	Nov. 28, 2015$ / sharesshares
Number of Shares, Non-vested at beginning of period | shares	1,244,463
Number of Shares, Granted RSUs | shares	393,095
Number of Shares, Vested | shares	(296,428)
Number of Shares, Non-vested at end of period | shares	1,341,130
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ / shares	$ 6.48
Weighted Average Fair Value at Grant Date, Granted RSUs | $ / shares	7.02
Weighted Average Fair Value at Grant Date, Vested | $ / shares	6.26
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ / shares	$ 6.68

Stock-Based Compensation (Det33

Stock-Based Compensation (Details Textual) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 27, 2015	Nov. 28, 2015	Nov. 28, 2015	Feb. 28, 2015
Allocated Share-based Compensation Expense		$ 260,000	$ 1,200,000
Capitalized Cost To Real Estate		546,000	2,700,000
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		$ 4,704,000	4,704,000	$ 0
Additional Paid-in Capital [Member]
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability			2,516,000
Common Stock [Member]
Adjustments to Additional Paid in Capital Reclassification Of Share Based Compensation To Liability			$ 0
Stock Issued During Period, Shares, New Issues			506,000
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
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings			141,050
Restricted Stock Units (RSUs) [Member] | Common Stock [Member]
Stock Issued During Period, Shares, New Issues			250,000

Subsequent Events (Details Text

Subsequent Events (Details Textual) - USD ($) shares in Thousands, $ in Thousands	Dec. 08, 2015	Nov. 28, 2015
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues		$ (818)
Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues		$ 5
Stock Issued During Period, Shares, New Issues		506
Subsequent Event [Member] | Rights Offering Member | Common Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues	$ 30,000
Stock Issued During Period, Shares, New Issues	5,000