Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
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 | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TPHS | |
Entity Common Stock, Shares Outstanding | 25,493,521 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Real estate, net | $ 57,321 | $ 42,638 |
Cash and cash equivalents | 18,240 | 38,173 |
Restricted cash | 7,146 | 3,600 |
Receivables, net | 239 | 31 |
Deferred rents receivable | 496 | 200 |
Prepaid expenses and other assets, net | 1,821 | 1,929 |
Total assets | 85,263 | 86,571 |
LIABILITIES | ||
Loans payable, net | 48,584 | 39,615 |
Accounts payable and accrued expenses | 2,585 | 3,284 |
Pension liabilities | 5,316 | 6,500 |
Liability related to stock-based compensation | 0 | 5,140 |
Obligation to former Majority Shareholder | 0 | 7,066 |
Total liabilities | 56,485 | 61,605 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 30,509,267 and 29,978,471 shares issued at September 30, 2016 and December 31, 2015, respectively; 25,493,521 and 25,240,878 shares outstanding at September 30, 2016 and December 31, 2015, respectively | 305 | 300 |
Additional paid-in capital | 84,769 | 74,455 |
Treasury stock (5,015,746 and 4,737,593 shares at September 30, 2016 and December 31, 2015, respectively) | (51,086) | (49,114) |
Accumulated other comprehensive loss | (2,337) | (2,337) |
(Accumulated deficit) retained earnings | (2,873) | 1,662 |
Total stockholders' equity | 28,778 | 24,966 |
Total liabilities and stockholders' equity | 85,263 | 86,571 |
Preferred Stock One [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Special Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Special Stock, Shares Authorized | 1 | 1 |
Special Stock, Shares Issued | 1 | 1 |
Special Stock, Shares Outstanding | 1 | 1 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 |
Common Stock, Shares, Issued | 30,509,267 | 29,978,471 |
Common Stock, Shares, Outstanding | 25,493,521 | 25,240,878 |
Treasury Stock, Shares | 5,015,746 | 4,737,593 |
Preferred Stock One [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 0 | 2 |
Preferred Stock, Shares Issued | 0 | 2 |
Preferred Stock, Shares Outstanding | 0 | 2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Aug. 29, 2015 | Aug. 29, 2015 | Sep. 30, 2016 | |
Revenues | ||||
Rental revenues | $ 328 | $ 145 | $ 292 | $ 974 |
Tenant reimbursements | 208 | 43 | 120 | 435 |
Total revenues | 536 | 188 | 412 | 1,409 |
Operating Expenses | ||||
Property operating expenses | 190 | 171 | 319 | 491 |
Real estate taxes | 63 | 55 | 108 | 167 |
General and administrative | 1,159 | 629 | 2,108 | 4,188 |
Professional fees | 373 | 741 | 1,233 | 1,137 |
Depreciation and amortization | 121 | 86 | 170 | 334 |
Total operating expenses | 1,906 | 1,682 | 3,938 | 6,317 |
Operating loss | (1,370) | (1,494) | (3,526) | (4,908) |
Interest (expense) income, net | (12) | (83) | (203) | 83 |
Amortization of deferred finance costs | (38) | (87) | (176) | (60) |
Reduction of claims liability | (2) | 300 | 530 | 132 |
Loss before taxes | (1,422) | (1,364) | (3,375) | (4,753) |
Tax expense | 0 | 0 | 4 | 0 |
Net loss available to common stockholders | $ (1,422) | $ (1,364) | $ (3,379) | $ (4,753) |
Loss per share - basic and diluted | $ (0.06) | $ (0.07) | $ (0.17) | $ (0.19) |
Weighted average number of common shares - basic and diluted | 25,483 | 20,124 | 20,088 | 25,409 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2015 | $ 24,966 | $ 300 | $ 74,455 | $ (49,114) | $ 1,662 | $ (2,337) |
Balance (in shares) at Dec. 31, 2015 | 29,979 | (4,738) | ||||
Net loss available to common stockholders | (4,753) | $ 0 | 0 | $ 0 | (4,753) | 0 |
Settlement of stock awards | (1,967) | $ 5 | 0 | $ (1,972) | 0 | 0 |
Settlement of stock awards (in shares) | 530 | (278) | ||||
Stock-based compensation expense | 5,933 | $ 0 | 5,933 | $ 0 | 0 | 0 |
Balance at Sep. 30, 2016 | 28,778 | $ 305 | 84,769 | $ (51,086) | (2,873) | (2,337) |
Balance (in shares) at Sep. 30, 2016 | 30,509 | (5,016) | ||||
Cumulative change in accounting principle (Note 2) | $ 4,599 | $ 0 | $ 4,381 | $ 0 | $ 218 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Aug. 29, 2015 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss available to common stockholders | $ (3,379) | $ (4,753) |
Adjustments to reconcile net loss available to common stockholders to net cash used in operating activities: | ||
Depreciation and amortization | 346 | 334 |
Amortization of deferred finance costs | 0 | 60 |
Stock-based compensation expense | 931 | 1,856 |
Deferred rents receivable | 0 | (296) |
Reduction of claims liability | 0 | (135) |
(Increase) decrease in operating assets: | ||
Restricted cash, net | 17,848 | (102) |
Receivables, net | 5 | (208) |
Prepaid expenses and other assets, net | (89) | (81) |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued expenses | (1,808) | 450 |
Pension liabilities | (406) | (1,184) |
Obligation to former Majority Shareholder | 0 | (6,931) |
Other liabilities, primarily lease settlement liabilities | (16,427) | 0 |
Net cash used in operating activities | (2,979) | (10,990) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (3,490) | (12,183) |
Restricted cash, net | 0 | (3,444) |
Net cash used in investing activities | (3,490) | (15,627) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan, net | 0 | 8,651 |
Settlement of stock awards | (1,105) | (1,967) |
Net cash provided by (used in) financing activities | (1,105) | 6,684 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (7,574) | (19,933) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 23,870 | 38,173 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 16,296 | 18,240 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 873 | 1,526 |
Taxes | 4 | 38 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment to retained earnings for capitalized stock-based compensation expense | 0 | (541) |
Accrued development costs included in accounts payable and accrued expenses | 0 | (1,149) |
Capitalized amortization of deferred financing costs | 0 | 258 |
Stock Compensation Plan [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment of liability related to stock-based compensation | 5,154 | (5,140) |
Real Estate [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capitalized stock-based compensation expense | $ 0 | $ 4,077 |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Business | Note 1 BUSINESS Overview Trinity Place Holdings Inc. (referred to in this Quarterly Report as “Trinity”, “we”, “our”, or “us”) 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 77 Greenwich Street (“77 Greenwich”) in Lower Manhattan, formerly known as 28-42 Trinity Place. We also own a retail strip center located in West Palm Beach, Florida and former retail properties in Westbury, New York and Paramus, New Jersey. We also control a variety of intellectual property assets focused on the consumer sector, through which we launched our on-line marketplace at FilenesBasement.com in September 2015. We had approximately $ 225.3 As described in greater detail in our 2015 Transition Report, the predecessor to Trinity 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 (the “Petition Date”). On August 30, 2012, the Court entered an order confirming the Modified Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (the “Plan”). 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 Trinity, with Trinity as the surviving corporation and successor issuer pursuant to Rule 12g-3 under the Exchange Act. Change from Liquidation Accounting to Going Concern Accounting 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 are stated at their net realizable value, liabilities are stated at their net settlement amount and estimated costs over the period of liquidation are accrued to the extent reasonably determinable. Effective February 9, 2015, the closing date of the 77 Greenwich Loan transaction described in Note 5 - Loans 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. Because the bases of accounting are non-comparable to each other and due to the change in our fiscal year (see Note 2 Summary of Significant Accounting Policies Accounting Period below), we are not reporting information for periods prior to February 10, 2015. On March 8, 2016, a General Unsecured Claim Satisfaction (as defined in the Plan) occurred. On March 14, 2016, we made the Majority Shareholder payment (as defined in the Plan) to the former Majority Shareholder (as defined in the Plan) in the amount of approximately $ 6.9 2.7 0.2 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 |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements were 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 December 31, 2015 audited consolidated financial statements, as previously filed with the SEC in our 2015 Transition Report, and other public information. Accounting Period - Our fiscal year has historically been a 52-week or 53-week period ending on the Saturday on or nearest to February 28. The fiscal year ended February 28, 2015 was comprised of 52 weeks. On November 12, 2015, our Board of Directors approved a change to our fiscal year end from the Saturday closest to the last day of February to a December 31 calendar year end, effective with the year ending December 31, 2015. The transition period resulting from this change was from March 1, 2015 to December 31, 2015. This reported third quarter presents the period from July 1, 2016 to September 30, 2016 compared to the thirteen weeks from May 31, 2015 to August 29, 2015, the nine month period from January 1, 2016 to September 30, 2016 and the twenty-six week period from March 1, 2015 to August 29, 2015. - The financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Reportable Segments - For the periods ending September 30, 2016, December 31, 2015 and August 29, 2015, we operated in one reportable segment, namely, commercial real estate. Concentrations of Credit Risk - Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. We hold substantially all of our cash and cash equivalents in banks. Such cash balances at times exceed federally-insured limits. We have not experienced any losses in such accounts. Real Estate - Real estate assets are stated at historical cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. Category Terms Buildings and improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life Real Estate Under Development - We capitalize certain costs related to the development and redevelopment of real estate including initial project acquisition costs, pre-construction costs and construction costs for each specific project. Additionally, we capitalize operating costs, real estate taxes, insurance, interest, and salaries and related costs of personnel directly involved with the specific project related to real estate under development, which totaled $ 2.1 7.5 1.5 5.1 h. Valuation of Long-Lived Assets - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the assets to the undiscounted expected future cash flows from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. No provision for impairment was recorded at either September 30, 2016 or December 31, 2015. i. Trademarks and Customer Lists - Trademarks and customer lists are stated at cost, less accumulated amortization. Amortization is determined using the straight-line method over useful lives of 10 j. Fair Value Measurement - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820-10-05 for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair 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 - Cash and cash equivalents include securities with original maturities of three months or less. l. Restricted Cash - Revenue Recognition and Accounts Receivable 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 both September 30, 2016 and December 31, 2015, we had determined that no liabilities were required in connection with unrecognized tax positions. As of September 30, 2016, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to Federal, state, and certain local and franchise taxes. p. Earnings (loss) Per Share - q. Deferred Financing Costs . Deferred Lease Costs Underwriting Commissions and Costs Reclassifications In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging Issues Task Force). This ASU provides specific guidance over eight identified cash flow issues. This standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We are evaluating the impact of this standard on our consolidated financial statements. In March 2016, FASB issued ASU 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period and the entity must adopt all of the amendments from ASU 2016-09 in the same period. We elected to early adopt ASU 2016-09 as of January 1, 2016 and the adoption has resulted in an adjustment of a reduction in real estate, net of $ 0.5 5.1 4.4 0.2 In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. In September 2015, FASB issued 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. The adoption of ASU 2015-16 did not impact our consolidated financial statements. In 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. In 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. In 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. We adopted ASU 2015-03 effective January 1, 2016, resulting in the reclassification of $ 385,000 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 did not have any impact on our consolidated financial statements. As noted above, FASB issued ASU 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard contains several amendments that will simplify the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The changes in the new standard eliminate the accounting for excess tax benefits to be recognized in additional paid-in capital and tax deficiencies recognized either in the income tax provision or in additional paid-in capital. We elected adoption of ASU 2016-09 in the first quarter of 2016 using the prospective approach. For the three months ended March 31, 2016, we recognized all excess tax benefits and tax deficiencies as income tax expense or benefit as a discrete event. No income tax benefit or expense was recognized in the quarterly period ended March 31, 2016 as a result of the adoption of ASU 2016-09. There will be no change to retained earnings with respect to excess tax benefits, as this is not applicable to us as foreseeable future. The treatment of forfeitures has not changed as we are electing to continue our current process of estimating the number of forfeitures. As such, this has no cumulative effect on retained earnings. With the early adoption of ASU 2016-09 on a prospective basis, the adoption had no impact on our prior period statement of operations, statement of cash flow, balance sheet and statement of stockholders equity. As reported on Form 10-Q filed for the quarter ended March 31, 2016, we early adopted the provisions of ASU 2016-09 and restated our December 31, 2015 condensed consolidated balance sheet. Subsequent to the filing, we determined that such adoption should have been effected as of January 1, 2016 and as such we corrected our condensed consolidated balance sheet and condensed consolidated statement of stockholders ’ equity at December 31, 2015 on Form 10-Q filed for the quarter ended June 30, 2016. The correction had no impact on the consolidated financial statements as of and for the three months ended March 31, 2016. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate, Net | Note 3 Real Estate, Net September 30, December 31, (unaudited) (audited) Real estate under development $ 50,625 $ 37,856 Buildings and building improvements 5,755 3,868 Tenant improvments 572 400 Land 2,452 2,452 59,404 44,576 Less: accumulated depreciation 2,083 1,938 $ 57,321 $ 42,638 Real estate under development consists of the 77 Greenwich, Paramus, New Jersey and 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 |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets, Net | Note 4 Prepaid Expenses and Other Assets, Net September 30, December 31, (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 492 564 Lease commissions 433 416 Other 402 266 3,417 3,336 Less: accumulated amortization 1,596 1,407 $ 1,821 $ 1,929 |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Loan Payable | Note 5 Loans Payable 77 Greenwich Loan On February 9, 2015, our wholly-owned subsidiary that owns 77 Greenwich and related assets (“TPH Greenwich Borrower”), entered into a loan agreement with Sterling National Bank as lender and administrative agent (the “Agent”) and Israel Discount Bank of New York as lender, pursuant to which we borrowed $ 40.0 50.0 August 8, 2017 The 77 Greenwich 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) 4.50% and requires interest only payments through maturity. The interest rate on the 77 Greenwich Loan was 4.50% through December 16, 2015, at which time it was increased to 4.75%. The Contract Rate will be increased by 1.5% per annum during any period in which TPH Greenwich Borrower does not maintain funds in its deposit accounts with Agent sufficient to make payments then due under the 77 Greenwich Loan documents. TPH Greenwich Borrower can prepay the 77 Greenwich Loan at any time, in whole or in part, without premium or penalty. The collateral for the 77 Greenwich Loan is TPH Greenwich Borrower’s fee interest in 77 Greenwich and the related air rights, which is the subject of a mortgage in favor of the Agent. TPH Greenwich Borrower also entered into an environmental compliance and indemnification undertaking. The 77 Greenwich Loan agreement requires TPH Greenwich 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 Greenwich Borrower has established blocked accounts with the initial lenders, and pledged the funds maintained in such accounts, in the amount of 9 We entered into a Nonrecourse Carve-Out Guaranty pursuant to which we agreed to guarantee certain items, including losses arising from fraud, intentional harm to 77 Greenwich, or misapplication of loan, insurance or condemnation proceeds, a voluntary bankruptcy filing by TPH Greenwich Borrower, and the payment by TPH Greenwich Borrower of maintenance costs, insurance premiums and real estate taxes. West Palm Beach, Florida Loan On May 11, 2016, our wholly-owned subsidiary that owns our West Palm Beach, Florida property commonly known as The Shoppes at Forest Hill (the “TPH Forest Hill Borrower”), entered into a loan agreement with Citizens Bank, National Association, as lender (the “WPB Lender”), pursuant to which the WPB Lender will provide a loan to the TPH Forest Hill Borrower in the amount of up to $ 12.6 9.1 2.82 May 11, 2019 The collateral for the WPB Loan is the TPH Forest Hill Borrower’s fee interest in our West Palm Beach, Florida property commonly known as The Shoppes at Forest Hill. The WPB Loan requires the TPH Forest Hill Borrower to comply with various customary affirmative and negative covenants and provides for certain events of default, the occurrence of which permit the WPB Lender to declare the WPB Loan due and payable, among other remedies. As of September 30, 2016, the TPH Forest Hill Borrower was in compliance with all WPB Loan covenants. On May 11, 2016 we entered into an interest rate cap agreement as required under the WPB Loan. The interest rate cap agreement provides the right to receive cash if the reference interest rate rises above a contractual rate. We paid a premium of $ 14,000 3.0 9.1 Three Months Thirteen Nine Months Twenty-Six (unaudited) (unaudited) (unaudited) (unaudited) Interest expense $ (553) $ (460) $ (1,549) $ (920) Interest capitalized 486 355 1,438 671 Interest income 55 22 194 46 Interest (expense) income, net $ (12) $ (83) $ 83 $ (203) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
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, 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 each of the loans payable approximated their carrying value as both loans are variable-rate instruments. |
Pension and Profit Sharing Plan
Pension and Profit Sharing Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Profit Sharing Plans | Note 7 Pension and Profit Sharing Plans Pension Plan 2.6 3.1 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 the remaining pension fund. As of September 30, 2016 and December 31, 2015, we had a recorded liability of $ 2.7 3.4 0.2 In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $ 3.6 4.2 0.6 0.2 0.6 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 8 Commitments a. Leases 0.3 75,000 225,000 b. Legal Proceedings - |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes At September 30, 2016, we had Federal NOLs of approximately $ 225.3 2034 134.6 2029 2034 34.4 29.0 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 $ 91.3 0.9 90.4 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions On March 8, 2016, a General Unsecured Claim Satisfaction (as defined in the Plan) occurred. Under the Plan, a General Unsecured Claim Satisfaction occurs when all of the allowed creditor claims of Syms Corp. and Filene’s Basement, LLC, have been paid in full their distributions provided for under the Plan and any disputed creditor claims have either been disallowed or reserved for by Trinity. On March 14, 2016, we made the former Majority Shareholder payment (as defined in the Plan) to the former Majority Shareholder in the amount of approximately $ 6.9 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-Based Compensation | Note 11 Stock-Based Compensation Restricted Stock Units During the nine months ended September 30, 2016, we granted 75,500 0.4 74,000 223,000 40,000 121,000 During the nine months ended September 30, 2016, we granted 1,184,167 7.1 0.8 3.7 0.6 2.6 In April, 2015, we issued 238,095 132,904 8.00 0.5 5.1 4.4 0.2 Nine Months Ended (unaudited) Number of Weighted Non-vested at beginning of period 1,220,097 $ 6.65 Granted RSUs 1,259,667 $ 5.94 Vested (635,290) $ 6.33 Non-vested at end of period 1,844,474 $ 6.27 As of September 30, 2016, there was approximately $ 5.1 During the nine months ended September 30, 2016, we issued 530,796 530,796 278,153 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 12 Subsequent Event On October 13, 2016, the Company, through a wholly-owned subsidiary, formed a joint venture with an affiliate of Pacolet Milliken Enterprises, Inc. (“Pacolet”) in which each of Trinity and Pacolet will indirectly own a 50 68,875,000 95 65,000 20 80 6,887,500 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were 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 December 31, 2015 audited consolidated financial statements, as previously filed with the SEC in our 2015 Transition Report, and other public information. |
Accounting Period | a. Accounting Period - Our fiscal year has historically been a 52-week or 53-week period ending on the Saturday on or nearest to February 28. The fiscal year ended February 28, 2015 was comprised of 52 weeks. On November 12, 2015, our Board of Directors approved a change to our fiscal year end from the Saturday closest to the last day of February to a December 31 calendar year end, effective with the year ending December 31, 2015. The transition period resulting from this change was from March 1, 2015 to December 31, 2015. This reported third quarter presents the period from July 1, 2016 to September 30, 2016 compared to the thirteen weeks from May 31, 2015 to August 29, 2015, the nine month period from January 1, 2016 to September 30, 2016 and the twenty-six week period from March 1, 2015 to August 29, 2015. |
Principles of Consolidation | b. - The financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | c. - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. |
Reportable Segments | d. Reportable Segments - For the periods ending September 30, 2016, December 31, 2015 and August 29, 2015, we operated in one reportable segment, namely, commercial real estate. |
Concentrations of Credit Risk | e. Concentrations of Credit Risk - Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. We hold substantially all of our cash and cash equivalents in banks. Such cash balances at times exceed federally-insured limits. We have not experienced any losses in such accounts. |
Real Estate | f. Real Estate - Real estate assets are stated at historical cost, less accumulated depreciation and amortization. All costs related to the improvement or replacement of real estate properties are capitalized. Additions, renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are charged to operations as incurred. Category Terms Buildings and improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life |
Real Estate Under Development | g. Real Estate Under Development - We capitalize certain costs related to the development and redevelopment of real estate including initial project acquisition costs, pre-construction costs and construction costs for each specific project. Additionally, we capitalize operating costs, real estate taxes, insurance, interest, and salaries and related costs of personnel directly involved with the specific project related to real estate under development, which totaled $ 2.1 7.5 1.5 5.1 |
Valuation of Long-Lived Assets | h. Valuation of Long-Lived Assets - We periodically review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We consider relevant cash flow, management’s strategic plans and significant decreases in the market value of the asset and other available information in assessing whether the carrying value of the assets can be recovered. When such events occur, we compare the carrying amount of the assets to the undiscounted expected future cash flows from the use and eventual disposition of the asset. If this comparison indicates an impairment, the carrying amount would then be compared to the estimated fair value of the long-lived asset. An impairment loss would be measured as the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. No provision for impairment was recorded at either September 30, 2016 or December 31, 2015. |
Trademarks and Customer Lists | i. Trademarks and Customer Lists - Trademarks and customer lists are stated at cost, less accumulated amortization. Amortization is determined using the straight-line method over useful lives of 10 |
Fair Value Measurement | j. Fair Value Measurement - We determine fair value in accordance with Accounting Standards Codification (“ASC”) 820-10-05 for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. Assets and liabilities disclosed at fair 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 - Cash and cash equivalents include securities with original maturities of three months or less. |
Restricted Cash | l. Restricted Cash - |
Revenue Recognition and Accounts Receivable | m. Revenue Recognition and Accounts Receivable |
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 both September 30, 2016 and December 31, 2015, we had determined that no liabilities were required in connection with unrecognized tax positions. As of September 30, 2016, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to Federal, state, and certain local and franchise taxes. |
Earnings (loss) Per Share | p. Earnings (loss) Per Share - |
Deferred Financing Costs | q. Deferred Financing Costs |
Underwriting Commissions and Costs | s. Underwriting Commissions and Costs |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging Issues Task Force). This ASU provides specific guidance over eight identified cash flow issues. This standard is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We are evaluating the impact of this standard on our consolidated financial statements. In March 2016, FASB issued ASU 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period and the entity must adopt all of the amendments from ASU 2016-09 in the same period. We elected to early adopt ASU 2016-09 as of January 1, 2016 and the adoption has resulted in an adjustment of a reduction in real estate, net of $ 0.5 5.1 4.4 0.2 In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. In September 2015, FASB issued 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. The adoption of ASU 2015-16 did not impact our consolidated financial statements. In 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. In 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. In 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. We adopted ASU 2015-03 effective January 1, 2016, resulting in the reclassification of $ 385,000 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 did not have any impact on our consolidated financial statements. |
Changes in Accounting Principles | As noted above, FASB issued ASU 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard contains several amendments that will simplify the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The changes in the new standard eliminate the accounting for excess tax benefits to be recognized in additional paid-in capital and tax deficiencies recognized either in the income tax provision or in additional paid-in capital. We elected adoption of ASU 2016-09 in the first quarter of 2016 using the prospective approach. For the three months ended March 31, 2016, we recognized all excess tax benefits and tax deficiencies as income tax expense or benefit as a discrete event. No income tax benefit or expense was recognized in the quarterly period ended March 31, 2016 as a result of the adoption of ASU 2016-09. There will be no change to retained earnings with respect to excess tax benefits, as this is not applicable to us as foreseeable future. The treatment of forfeitures has not changed as we are electing to continue our current process of estimating the number of forfeitures. As such, this has no cumulative effect on retained earnings. With the early adoption of ASU 2016-09 on a prospective basis, the adoption had no impact on our prior period statement of operations, statement of cash flow, balance sheet and statement of stockholders equity. As reported on Form 10-Q filed for the quarter ended March 31, 2016, we early adopted the provisions of ASU 2016-09 and restated our December 31, 2015 condensed consolidated balance sheet. Subsequent to the filing, we determined that such adoption should have been effected as of January 1, 2016 and as such we corrected our condensed consolidated balance sheet and condensed consolidated statement of stockholders ’ equity at December 31, 2015 on Form 10-Q filed for the quarter ended June 30, 2016. The correction had no impact on the consolidated financial statements as of and for the three months ended March 31, 2016. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation and amortization are determined using the straight-line method over estimated useful lives described in the table below: Category Terms Buildings and improvements 10 - 39 years Tenant improvements Shorter of remaining term of the lease or useful life |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of September 30, 2016 and December 31, 2015, real estate, net, includes the following (in thousands): September 30, December 31, (unaudited) (audited) Real estate under development $ 50,625 $ 37,856 Buildings and building improvements 5,755 3,868 Tenant improvments 572 400 Land 2,452 2,452 59,404 44,576 Less: accumulated depreciation 2,083 1,938 $ 57,321 $ 42,638 |
Prepaid Expenses and Other As22
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule Of Prepaid Expense And Other Assets | Prepaid expenses and other assets, net, include the following (in thousands): September 30, December 31, (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 492 564 Lease commissions 433 416 Other 402 266 3,417 3,336 Less: accumulated amortization 1,596 1,407 $ 1,821 $ 1,929 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Interest Income and Interest Expense | Consolidated interest (expense) income, net, includes the following (in thousands): Three Months Thirteen Nine Months Twenty-Six (unaudited) (unaudited) (unaudited) (unaudited) Interest expense $ (553) $ (460) $ (1,549) $ (920) Interest capitalized 486 355 1,438 671 Interest income 55 22 194 46 Interest (expense) income, net $ (12) $ (83) $ 83 $ (203) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Our RSU activity for the nine months ended September 30, 2016 was as follows: Nine Months Ended (unaudited) Number of Weighted Non-vested at beginning of period 1,220,097 $ 6.65 Granted RSUs 1,259,667 $ 5.94 Vested (635,290) $ 6.33 Non-vested at end of period 1,844,474 $ 6.27 |
BUSINESS (Details Textual)
BUSINESS (Details Textual) - USD ($) $ in Millions | Mar. 14, 2016 | Sep. 30, 2016 |
Operating Loss Carryforwards | $ 225.3 | |
Payment to Former Majority Shareholder | $ 6.9 | |
Multiemployer Plans, Pension [Member] | ||
Estimated Claims Remaining | 2.7 | |
Quarterly Installments Payable Multi-Employer Pension Plan | $ 0.2 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 10 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 39 years |
Tenant Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of remaining term of the lease or useful life |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Aug. 29, 2015 | Aug. 29, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 4,599,000 | $ 4,599,000 | |||
Real Estate Inventory, Capitalized Costs Incurred | 2,100,000 | $ 1,500,000 | $ 5,100,000 | 7,500,000 | |
Real Estate [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 500,000 | 500,000 | |||
Deferred Compensation, Share-based Payments [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 5,100,000 | 5,100,000 | |||
Additional Paid-in Capital [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 4,381,000 | 4,381,000 | |||
Retained Earnings [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 218,000 | 218,000 | |||
Accounting Standards Update 2016-09 [Member] | |||||
Reclassification Of Prepaid Expenses And Other Assets to Loans Payable | $ 385,000 | ||||
Accounting Standards Update 2016-09 [Member] | Real Estate [Member] | Adjustment [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 500,000 | 500,000 | |||
Accounting Standards Update 2016-09 [Member] | Deferred Compensation, Share-based Payments [Member] | Adjustment [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 5,100,000 | 5,100,000 | |||
Accounting Standards Update 2016-09 [Member] | Additional Paid-in Capital [Member] | Adjustment [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 4,400,000 | 4,400,000 | |||
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | Adjustment [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 200,000 | $ 200,000 | |||
Trademarks and Customer Lists [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Real Estate, Net (Details)
Real Estate, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real Estate Investment Property, at Cost | $ 59,404 | $ 44,576 |
Less: accumulated depreciation | 2,083 | 1,938 |
Real Estate Investment Property, Net | 57,321 | 42,638 |
Real estate under development | ||
Real Estate Investment Property, at Cost | 50,625 | 37,856 |
Buildings and building improvements | ||
Real Estate Investment Property, at Cost | 5,755 | 3,868 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 572 | 400 |
Land | ||
Real Estate Investment Property, at Cost | $ 2,452 | $ 2,452 |
Prepaid Expenses and Other As29
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Prepaid expenses | 492 | 564 |
Lease commissions | 433 | 416 |
Other | 402 | 266 |
Prepaid Expense And Other Assets Gross | 3,417 | 3,336 |
Less: accumulated amortization | 1,596 | 1,407 |
Prepaid Expense and Other Assets | $ 1,821 | $ 1,929 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Aug. 29, 2015 | Aug. 29, 2015 | Sep. 30, 2016 | |
Interest expense | $ (553) | $ (460) | $ (920) | $ (1,549) |
Interest capitalized | 486 | 355 | 671 | 1,438 |
Interest income | 55 | 22 | 46 | 194 |
Interest (expense) income, net | $ (12) | $ (83) | $ (203) | $ 83 |
Loans Payable (Details Textual)
Loans Payable (Details Textual) - USD ($) | May 11, 2016 | Feb. 09, 2015 | Sep. 30, 2016 | Sep. 30, 2016 |
Long Term Debt Maturity Date | Aug. 8, 2017 | |||
West Palm Beach, Florida Loan [Member] | ||||
Long Term Debt Maturity Date | May 11, 2019 | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||
Debt Instrument, Unamortized Premium | $ 14,000 | |||
Interest Expense, Debt | $ 1,000 | $ 2,000 | ||
Debt Instrument, Interest Rate, Basis for Effective Rate | interest at the 30-day LIBOR plus 230 basis points | |||
Derivative, Notional Amount | $ 9,100,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 2.82% | 2.82% | ||
Maximum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||
TPH Borrower [Member] | ||||
Loans Payable to Bank | $ 40,000,000 | |||
Debt Instrument, Description of Variable Rate Basis | The 77 Greenwich 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) 4.50% and requires interest only payments through maturity. The interest rate on the 77 Greenwich Loan was 4.50% through December 16, 2015, at which time it was increased to 4.75%. The Contract Rate will be increased by 1.5% per annum during any period in which TPH Greenwich Borrower does not maintain funds in its deposit accounts with Agent sufficient to make payments then due under the 77 Greenwich Loan documents. | |||
Percentage Of Loans | 9.00% | |||
TPH Borrower [Member] | West Palm Beach, Florida Loan [Member] | ||||
Long-term Line of Credit | $ 9,100,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,600,000 | |||
TPH Borrower [Member] | Maximum [Member] | ||||
Loans Payable to Bank | $ 50,000,000 |
Pension and Profit Sharing Pl32
Pension and Profit Sharing Plans (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 2.6 | $ 3.1 | |
Multiemployer Plans, Withdrawal Obligation | $ 0.2 | 0.2 | |
Multiemployer Plans, Accumulated Benefit Obligation | 2.7 | 2.7 | $ 3.4 |
Multiemployer Plans, Minimum Contribution | 4.2 | 4.2 | |
Syms Sponsored Plan [Member] | |||
Syms Plan Minimum Contribution | 3.6 | 3.6 | |
Syms Plan, Period Contributions | 0.6 | 0.6 | |
Multiemployer Plans, Pension [Member] | |||
Multiemployer Plan, Period Contributions | $ 0.2 | $ 0.6 |
Commitments (Details Textual)
Commitments (Details Textual) - Fifth Avenue, New York [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Operating Leases, Rent Expense | $ 75,000 | $ 225,000 |
Operating Leases, Future Minimum Payments, Due in Two Years | $ 300,000 | $ 300,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards | $ 225.3 | |
Valuation Allowance | 90.4 | $ 91.3 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 0.9 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 134.6 | |
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 | $ 225.3 | |
Federal [Member] | Maximum [Member] | ||
Operating Loss Carryforward Expiration Year | 2,034 | |
New York State [Member] | ||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 34.4 | |
New York City [Member] | ||
Discontinued Operation, Tax Effect of Adjustment to Prior Period Gain (Loss) on Disposal | $ 29 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) $ in Millions | Mar. 14, 2016USD ($) |
Payment to Majority Shareholder | $ 6.9 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Shares, Non-vested at beginning of period | shares | 1,220,097 |
Number of Shares, Granted | shares | 1,259,667 |
Number of Shares, Vested | shares | (635,290) |
Number of Shares, Non-vested at end of period | shares | 1,844,474 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ / shares | $ 6.65 |
Weighted Average Fair Value at Grant Date, Granted | $ / shares | 5.94 |
Weighted Average Fair Value at Grant Date, Vested | $ / shares | 6.33 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ / shares | $ 6.27 |
Stock-Based Compensation (Det37
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Apr. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,259,667 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 4,599,000 | $ 4,599,000 | |
Real Estate [Member] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 500,000 | 500,000 | |
Additional Paid-in Capital [Member] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 4,381,000 | $ 4,381,000 | |
Common Stock [Member] | |||
Stock Issued During Period, Shares, New Issues | 530,796 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 0 | $ 0 | |
Deferred Compensation, Share-based Payments [Member] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 5,100,000 | 5,100,000 | |
Retained Earnings [Member] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 218,000 | $ 218,000 | |
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] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 5,100,000 | $ 5,100,000 | |
Stock Issued During Period, Shares, New Issues | 530,796 | ||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 278,153 | ||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,184,167 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period, Weighted average fair market value | 7,100,000 | $ 7,100,000 | |
Restricted Stock or Unit Expense | 800,000 | 3,700,000 | |
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 600,000 | $ 2,600,000 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 8 years | ||
Restricted Stock Units (RSUs) [Member] | Other Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 75,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period, Weighted average fair market value | 400,000 | $ 400,000 | |
Restricted Stock or Unit Expense | 74,000 | 223,000 | |
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 40,000 | $ 121,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years |
Subsequent Event (Details Textu
Subsequent Event (Details Textual) - Subsequent Event [Member] | Oct. 13, 2016USD ($)aUnits |
Purchase And Sale Agreement [Member] | |
Subsequent Event [Line Items] | |
Payment For Initial Deposit | $ 6,887,500 |
Purchase Price Of Property | $ 68,875,000 |
Joint Venture Agreement [Member] | |
Subsequent Event [Line Items] | |
Real Estate Tax Abatement Period | 25 years |
Percentage Of Units As Market Rate Units | 80.00% |
Percentage Of Units As Affordable Rate Units | 20.00% |
Equity Method Investment, Ownership Percentage | 50.00% |
Area of Land | a | 65,000 |
Number Of Units | Units | 95 |