Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 31,426,077 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate, net | $ 64,009 | $ 60,384 |
Cash and cash equivalents | 26,679 | 4,678 |
Restricted cash | 4,388 | 3,688 |
Investment in unconsolidated joint venture | 13,676 | 13,939 |
Receivables, net | 108 | 220 |
Deferred rents receivable | 587 | 543 |
Prepaid expenses and other assets, net | 2,227 | 2,149 |
Total assets | 111,674 | 85,601 |
LIABILITIES | ||
Loans payable, net | 48,757 | 48,705 |
Secured lines of credit | 0 | 0 |
Accounts payable and accrued expenses | 2,956 | 2,935 |
Pension liabilities | 5,733 | 5,936 |
Total liabilities | 57,446 | 57,576 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 34,444,293 and 30,679,566 shares issued at March 31, 2017 and December 31, 2016, respectively; 29,343,441 and 25,663,820 shares outstanding at March 31, 2017 and December 31, 2016, respectively | 344 | 307 |
Additional paid-in capital | 115,063 | 87,521 |
Treasury stock (5,100,852 and 5,015,746 shares at March 31, 2017 and December 31, 2016, respectively) | (51,781) | (51,086) |
Accumulated other comprehensive loss | (3,161) | (3,161) |
Accumulated deficit | (6,237) | (5,556) |
Total stockholders' equity | 54,228 | 28,025 |
Total liabilities and stockholders' equity | 111,674 | 85,601 |
Blank Check Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 2 | 2 |
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 | 34,444,293 | 30,679,566 |
Common Stock, Shares, Outstanding | 29,343,441 | 25,663,820 |
Treasury Stock, Shares | 5,100,852 | 5,015,746 |
Blank Check Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Rental revenues | $ 339 | $ 318 |
Tenant reimbursements | 121 | 157 |
Total revenues | 460 | 475 |
Operating Expenses | ||
Property operating expenses | 171 | 157 |
Real estate taxes | 71 | 49 |
General and administrative | 1,350 | 2,174 |
Transaction related costs | 46 | 35 |
Depreciation and amortization | 124 | 104 |
Total operating expenses | 1,762 | 2,519 |
Operating loss | (1,302) | (2,044) |
Equity in net loss from unconsolidated joint venture | (271) | 0 |
Interest (expense) income, net | (68) | 73 |
Amortization of deferred finance costs | (82) | (2) |
Reduction of claims liability | 1,043 | 135 |
Loss before taxes | (680) | (1,838) |
Tax expense | 1 | 0 |
Net loss available to common stockholders | $ (681) | $ (1,838) |
Loss per share - basic and diluted | $ (0.02) | $ (0.07) |
Weighted average number of common shares - basic and diluted | 27,560 | 25,284 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2016 | $ 28,025 | $ 307 | $ 87,521 | $ (51,086) | $ (5,556) | $ (3,161) |
Balance (in shares) at Dec. 31, 2016 | 30,680 | (5,016) | ||||
Net loss available to common stockholders | (681) | $ 0 | 0 | $ 0 | (681) | 0 |
Sale of common stock, net | 26,601 | $ 35 | 26,566 | $ 0 | 0 | 0 |
Sale of common stock, net (in shares) | 3,587 | 0 | ||||
Settlement of stock awards | (693) | $ 2 | 0 | $ (695) | 0 | 0 |
Settlement of stock awards (in shares) | 177 | (85) | ||||
Stock-based compensation expense | 976 | $ 0 | 976 | $ 0 | 0 | 0 |
Balance at Mar. 31, 2017 | $ 54,228 | $ 344 | $ 115,063 | $ (51,781) | $ (6,237) | $ (3,161) |
Balance (in shares) at Mar. 31, 2017 | 34,444 | (5,101) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss available to common stockholders | $ (681) | $ (1,838) |
Adjustments to reconcile net loss available to common stockholders to net cash used in operating activities: | ||
Depreciation and amortization | 124 | 104 |
Amortization of deferred finance costs | 82 | 2 |
Stock-based compensation expense | 309 | 965 |
Deferred rents receivable | (44) | (151) |
Reduction of claims liability | 0 | (135) |
Equity in net loss from unconsolidated joint venture | 271 | 0 |
Distribution of cumulative earnings from unconsolidated joint venture | 62 | 0 |
(Increase) decrease in operating assets: | ||
Restricted cash, net | (700) | 0 |
Receivables, net | 112 | (94) |
Prepaid expenses and other assets, net | (186) | 101 |
Decrease in operating liabilities: | ||
Accounts payable and accrued expenses | (1,258) | (2,189) |
Pension liabilities | (203) | (203) |
Obligation to former Majority Shareholder | 0 | (6,931) |
Net cash used in operating activities | (2,112) | (10,369) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (1,725) | (2,243) |
Investment in unconsolidated joint venture | (70) | 0 |
Net cash used in investing activities | (1,795) | (2,243) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Settlement of stock awards | (693) | (276) |
Proceeds from sale of common stock, net | 26,601 | 0 |
Net cash provided by (used in) financing activities | 25,908 | (276) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 22,001 | (12,888) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 4,678 | 38,173 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 26,679 | 25,285 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 564 | 476 |
Cash paid during the period for: Taxes | 0 | 38 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment to retained earnings for capitalized stock-based compensation expense | 0 | (542) |
Accrued development costs included in accounts payable and accrued expenses | 1,279 | 1,968 |
Capitalized amortization of deferred financing costs | 14 | 85 |
Stock Compensation Plan [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment of liability related to stock-based compensation | 0 | (5,140) |
Real Estate [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Capitalized stock-based compensation expense | $ 667 | $ 2,166 |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
BUSINESS | Note 1 BUSINESS Overview Trinity Place Holdings Inc. (“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 or redevelop real estate assets and/or real estate related securities. Currently, our largest asset is a property located at 77 Greenwich Street (“77 Greenwich”) in Lower Manhattan. 77 Greenwich is a vacant building that is being demolished and under development as a residential condominium tower that also includes plans for retail and a New York City elementary school. We also own a retail strip center located in West Palm Beach, Florida, properties formerly occupied by a retail tenant in Westbury, New York and Paramus, New Jersey, and, through a joint venture, a 50 We also control a variety of intellectual property assets focused on the consumer sector, including our on-line marketplace at FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. We also had approximately $ 230.8 Trinity is the successor to Syms Corp. (“Syms”), which also owned Filene’s Basement. Syms and its subsidiaries filed for relief under the United States Bankruptcy Code in 2011. In September 2012, the Syms Plan of Reorganization (the “Plan”) became effective and Syms and its subsidiaries 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. On or about March 8, 2016, a General Unsecured Claim Satisfaction occurred under the Plan. On March 14, 2016, we made the final Majority Shareholder payment (as defined in the Plan) to the former Majority Shareholder in the amount of approximately $ 6.9 On January 23, 2017, we received approximately $ 1.0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 of America (“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 Securities and Exchange Commission (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, 2016 audited consolidated financial statements, as previously filed with the SEC in our 2016 Annual Report on Form 10-K (the “2016 Annual Report”), and other public information. a. Principles of Consolidation - The condensed consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings of these unconsolidated joint ventures is included in our condensed consolidated statement of operations (see Note 12 - Investment in Unconsolidated Joint Venture). All significant intercompany balances and transactions have been eliminated. We consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of March 31, 2017, we had no VIEs. We assess the accounting treatment for our joint venture. This assessment includes a review of the joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, meet on a quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and approve all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. b. Investment in Unconsolidated Joint Venture - We account for our investment in our unconsolidated joint venture under the equity method of accounting. We also assess our investment in unconsolidated joint venture for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint ventures' projected discounted cash flows. We do not believe that the value of our equity investment was impaired at March 31, 2017 or December 31, 2016. c. Use of Estimates - The preparation of financial statements in conformity with GAAP 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. d. Reportable Segments - We operate in one reportable segment, commercial real estate. 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. 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 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 property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and salaries and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begins when the activities and related expenditures commence, and ceases when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity at which time the project is placed in service and depreciation commences. Revenue earned under short-term license agreements at properties under development is offset against these capitalized costs. 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 asset to the expected future cash flows, excluding interest charges, 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 during the three months ended March 31, 2017 or March 31, 2016. 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 Measurements - 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 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. k. Cash and Cash Equivalents - Cash and cash equivalents include securities with original maturities of three months or less when purchased. l. Restricted Cash - Restricted cash represents amounts required to be restricted under our loan agreements and secured lines of credit (see Note 5 - Loans Payable and Secured Lines of Credit) and tenant related security deposits. m. Revenue Recognition - Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective leases, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. These reimbursements are recognized as revenue in the period the expenses are incurred. We make estimates of the collectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts has been provided against certain tenant accounts receivable that are estimated to be uncollectible. Once the amount is ultimately deemed to be uncollectible, it is written off. n. Stock-Based Compensation We have granted stock-based compensation, which is described in Note 11 Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718-30-30, which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718-10-35, stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods. o. Income Taxes - We account for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, 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 March 31, 2017 and December 31, 2016, we had determined that no liabilities are required in connection with unrecognized tax positions. As of March 31, 2017, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain federal, state, and certain local and franchise taxes. p. Earnings (loss) Per Share - We present both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Shares issuable under restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the periods presented. q. Deferred Financing Costs Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for mortgage financing which result in a closing of such financing. These costs are being offset against loans payable in the condensed consolidated balance sheets for mortgage financings and are included in other assets for our secured lines of credit. These costs are amortized over the terms of the related financing arrangements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. r. Deferred Lease Costs Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term. s. Underwriting Commissions and Costs Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in-capital. Reclassifications - Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-05, Other Income-Gains and Losses from the De-recognition of Nonfinancial Assets (Subtopic 610-20) to add guidance for partial sales of nonfinancial assets, including partial sales of real estate. Historically, U.S. GAAP contained several different accounting models to evaluate whether the transfer of certain assets qualified for sale treatment. ASU 2017-05 reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. ASU 2017-05 is effective for annual reporting periods after December 16, 2017, including interim reporting period within that reporting period. The adoption of ASU 2017-05 is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The guidance clarifies the definition of a business and provides guidance to assist with determining whether transactions should be accounted for as acquisitions of assets or businesses. The main provision is that an acquiree is not a business if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or group of assets. We adopted the guidance on the issuance date effective January 5, 2017. We expect that most of our real estate acquisitions will be considered asset acquisitions under the new guidance and that transaction costs will be capitalized to the investment basis which is then subject to a purchase price allocation based on relative fair value. |
Real Estate, Net
Real Estate, Net | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate, Net | Note 3 Real Estate, Net As of March 31, 2017 and December 31, 2016, real estate, net, includes the following (in thousands): March 31, December 31, 2017 2016 (unaudited) (audited) Real estate under development $ 57,397 $ 53,712 Buildings and building improvements 5,792 5,794 Tenant improvements 571 569 Land 2,452 2,452 66,212 62,527 Less: accumulated depreciation 2,203 2,143 $ 64,009 $ 60,384 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. Depreciation expense amounted to $ 60,000 41,000 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets, Net | Note 4 Prepaid Expenses and Other Assets, Net As of March 31, 2017 and December 31, 2016, March 31, December 31, 2017 2016 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 756 867 Lease commissions 426 433 Other 715 417 3,987 3,807 Less: accumulated amortization 1,760 1,658 $ 2,227 $ 2,149 |
Loans Payable and Secured Lines
Loans Payable and Secured Lines of Credit | 3 Months Ended |
Mar. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Loans Payable and Secured Lines of Credit | Note 5 Loans Payable and Secured Lines of Credit Mortgages 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 (the “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, when it was then increased to 4.75% through December 15, 2016 when it was then increased to 5.00% through March 16, 2017 when it was then increased to 5.25% where it still remained at March 31, 2017. 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 the Agent and the Lender 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 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 2.75 3.07 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. 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 March 31, 2017, 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 1,000 Secured Lines of Credit On February 22, 2017, we entered into two secured lines of credit for an aggregate of $ 12.0 February 22, 2018 12 100 3.75 Interest Three Months Three Months Ended March 31, Ended March 31, 2017 2016 Interest expense $ 575 $ 480 Interest capitalized (504) (472) Interest income (3) (81) Interest expense (income), net $ 68 $ (73) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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, receivables, 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 all our loans are variable-rate instruments. |
Pension and Profit Sharing Plan
Pension and Profit Sharing Plans | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Profit Sharing Plans | Note 7 Pension and Profit Sharing Plans Pension Plans 3.4 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 March 31, 2017 and December 31, 2016, we had a recorded liability of $ 2.3 2.5 0.2 In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $ 3.6 4.6 0.2 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 8 Commitments a. Leases 0.2 75,000 b. Legal Proceedings - We are a party to routine litigation incidental to our business. Some of the actions to which we are a party are covered by insurance and are being defended or reimbursed by our insurance carriers. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes At March 31, 2017, we had federal NOLs of approximately $230.8 million. These NOLs will expire in years through fiscal 2034. At March 31, 2017, we also had state NOLs of approximately $100.7 million. These NOLs expire between 2029 and 2034. We also had the New York State and New York City prior NOL conversion (“PNOLC”) subtraction pools of approximately $31.1 million and $25.5 million, respectively. The conversion to the PNOLC under the New York State and New York City corporate tax reforms does not have any material tax impact. 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 $95.5 million and $95.3 million was recorded as of March 31, 2017 and December 31, 2016, respectively. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 10 Stockholders’ Equity Capital Stock Our authorized capital stock consists of 120,000,000 0.01 79,999,997 0.01 0.01 0.01 40,000,000 0.01 December 31, 2016 34,444,293 30,679,566 29,343,441 25,663,820 On February 14, 2017, we issued an aggregate of 3,585,000 7.50 26,887,500 At-The-Market Equity Offering Program In December 2016, we entered into an "at-the-market" equity offering program (the “ATM Program”), to sell up to an aggregate of $ 12.0 120,299 1.2 218,000 9.76 2,492 23,000 9.32 10.8 Preferred Stock We are authorized to issue two shares of preferred stock, one share of special stock and 40,000,000 shares of blank-check preferred stock. The share of Series A preferred stock was issued to a trustee acting for the benefit of our creditors. The share of Series B preferred stock was issued to the former Majority Shareholder. The share of special stock was issued and sold to Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue), and enables Third Avenue or its affiliated designee to elect one member of the Board of Directors. On or about 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 final Majority Shareholder payment (as defined in the Plan) to the Majority Shareholder in the amount of approximately $ 6.9 Upon the occurrence of the General Unsecured Claim Satisfaction, the share of Series A preferred stock was automatically redeemed in accordance with its terms and may not be reissued. In addition, upon the payment to the former Majority Shareholder, the share of Series B preferred stock was automatically redeemed in accordance with its terms and may not be reissued. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-Based Compensation | Note 11 Stock-Based Compensation Restricted Stock Units During the three months ended March 31, 2017, we granted 8,600 9.13 79,000 19,000 8,000 Three Months Ended March 31, 2017 Weighted Average Number of Fair Value at Grant Shares Date Non-vested at beginning of period 1,621,235 $ 6.38 Granted RSUs 8,600 $ 9.13 Vested (659,117) $ 6.44 Non-vested at end of period 970,718 $ 6.36 As of March 31, 2017, there was approximately $ 3.1 During the three months ended March 31, 2017, we issued 177,234 85,105 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Note 12 Investment in Unconsolidated Joint Venture Through a wholly-owned subsidiary, we own a 50 99,000 68.885 42.5 10 1 This joint venture is a voting interest entity. As we do not control this joint venture, we account for it under the equity method of accounting. March 31, December 31, 2017 2016 ASSETS Real estate, net $ 53,982 $ 54,310 Cash and cash equivalents 309 77 Restricted cash 330 52 Tenant and other receivables, net 42 101 Prepaid expenses and other assets, net 103 169 Intangible assets, net 13,960 14,362 Total assets $ 68,726 $ 69,071 LIABILITIES Mortgage payable, net $ 40,842 $ 40,799 Accounts payable and accrued expenses 533 403 Total liabilities 41,375 41,202 MEMBERS' EQUITY Members' equity 28,509 28,485 Accumulated deficit (1,158) (616) Total members equity 27,351 27,869 Total liabilities and members' equity $ 68,726 $ 69,071 Our investment in unconsolidated joint venture $ 13,676 $ 13,939 Three Months Ended March 31, 2017 Revenues Rental revenues $ 795 Other income 1 Total revenues 796 Operating Expenses Property operating expenses 197 Real estate taxes 12 General and administrative 3 Interest expense, net 349 Transaction related costs 5 Amortization 445 Depreciation 327 Total operating expenses 1,338 Net loss $ (542) Our equity in net loss from unconsolidated joint venture $ (271) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events On April 5, 2017, we consummated our previously announced common stock rights offering (the “Rights Offering”) at a subscription price of $ 7.50 1,884,564 14.1 On April 10, 2017, we entered into a purchase and sale agreement, effective as of April 7, 2017, pursuant to which we will sell our property located at 695 Merrick Avenue, Westbury, New York for a total purchase price of $ 16.0 1.6 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 of America (“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 Securities and Exchange Commission (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, 2016 audited consolidated financial statements, as previously filed with the SEC in our 2016 Annual Report on Form 10-K (the “2016 Annual Report”), and other public information. |
Principles of Consolidation | a. Principles of Consolidation - The condensed consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. Accordingly, our share of the earnings of these unconsolidated joint ventures is included in our condensed consolidated statement of operations (see Note 12 - Investment in Unconsolidated Joint Venture). All significant intercompany balances and transactions have been eliminated. We consolidate a variable interest entity (the “VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As of March 31, 2017, we had no VIEs. We assess the accounting treatment for our joint venture. This assessment includes a review of the joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, meet on a quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and approve all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements may contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan. |
Investments in Unconsolidated Joint Ventures | b. Investment in Unconsolidated Joint Venture - We account for our investment in our unconsolidated joint venture under the equity method of accounting. We also assess our investment in unconsolidated joint venture for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint ventures' projected discounted cash flows. We do not believe that the value of our equity investment was impaired at March 31, 2017 or December 31, 2016. |
Use of Estimates | c. Use of Estimates - The preparation of financial statements in conformity with GAAP 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 - We operate in one reportable segment, 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 |
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 property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and salaries and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begins when the activities and related expenditures commence, and ceases when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity at which time the project is placed in service and depreciation commences. 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 - 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 asset to the expected future cash flows, excluding interest charges, 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 during the three months ended March 31, 2017 or March 31, 2016. |
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 Measurements - 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 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Cash and Cash Equivalents | k. Cash and Cash Equivalents - Cash and cash equivalents include securities with original maturities of three months or less when purchased. |
Restricted Cash | l. Restricted Cash - Restricted cash represents amounts required to be restricted under our loan agreements and secured lines of credit (see Note 5 - Loans Payable and Secured Lines of Credit) and tenant related security deposits. |
Revenue Recognition | m. Revenue Recognition - Leases with tenants are accounted for as operating leases. Minimum rents are recognized on a straight-line basis over the term of the respective leases, beginning when the tenant takes possession of the space. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable. In addition, leases typically provide for the reimbursement of real estate taxes, insurance and other property operating expenses. These reimbursements are recognized as revenue in the period the expenses are incurred. We make estimates of the collectability of our accounts receivable related to tenant revenues. An allowance for doubtful accounts has been provided against certain tenant accounts receivable that are estimated to be uncollectible. Once the amount is ultimately deemed to be uncollectible, it is written off. |
Stock-Based Compensation | n. Stock-Based Compensation We have granted stock-based compensation, which is described in Note 11 Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718-30-30, which establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718-10-35, stock-based compensation cost is measured at the grant date, based on the fair value of the award on that date, and is expensed at the grant date (for the portion that vests immediately) or ratably over the respective vesting periods. |
Income Taxes | o. Income Taxes - We account for income taxes under the asset and liability method as required by the provisions of ASC 740-10-30, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. ASC 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-65, 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 March 31, 2017 and December 31, 2016, we had determined that no liabilities are required in connection with unrecognized tax positions. As of March 31, 2017, our tax returns for the prior three years are subject to review by the Internal Revenue Service. We are subject to certain federal, state, and certain local and franchise taxes. |
Earnings (loss) Per Share | p. Earnings (loss) Per Share - We present both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower per share amount. Shares issuable under restricted stock units that have vested but not yet settled were excluded from the computation of diluted earnings (loss) per share because the awards would have been antidilutive for the periods presented. |
Deferred Financing Costs | q. Deferred Financing Costs Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for mortgage financing which result in a closing of such financing. These costs are being offset against loans payable in the condensed consolidated balance sheets for mortgage financings and are included in other assets for our secured lines of credit. These costs are amortized over the terms of the related financing arrangements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions which do not close are expensed in the period in which it is determined that the financing will not close. |
Deferred Lease Costs | r. Deferred Lease Costs Deferred lease costs consist of fees and direct costs incurred to initiate and renew operating leases and are amortized on a straight-line basis over the related lease term. |
Underwriting Commissions and Costs | s. Underwriting Commissions and Costs Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in-capital. |
Reclassifications | t. Reclassifications - Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-05, Other Income-Gains and Losses from the De-recognition of Nonfinancial Assets (Subtopic 610-20) to add guidance for partial sales of nonfinancial assets, including partial sales of real estate. Historically, U.S. GAAP contained several different accounting models to evaluate whether the transfer of certain assets qualified for sale treatment. ASU 2017-05 reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. ASU 2017-05 is effective for annual reporting periods after December 16, 2017, including interim reporting period within that reporting period. The adoption of ASU 2017-05 is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The guidance clarifies the definition of a business and provides guidance to assist with determining whether transactions should be accounted for as acquisitions of assets or businesses. The main provision is that an acquiree is not a business if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or group of assets. We adopted the guidance on the issuance date effective January 5, 2017. We expect that most of our real estate acquisitions will be considered asset acquisitions under the new guidance and that transaction costs will be capitalized to the investment basis which is then subject to a purchase price allocation based on relative fair value. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation and amortization are determined using the straight-line method over the estimated useful lives described in the table below: Category Terms Buildings and improvements 10 - 39 years Tenant improvements |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of March 31, 2017 and December 31, 2016, real estate, net, includes the following (in thousands): March 31, December 31, 2017 2016 (unaudited) (audited) Real estate under development $ 57,397 $ 53,712 Buildings and building improvements 5,792 5,794 Tenant improvements 571 569 Land 2,452 2,452 66,212 62,527 Less: accumulated depreciation 2,203 2,143 $ 64,009 $ 60,384 |
Prepaid Expenses and Other As23
Prepaid Expenses and Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule Of Prepaid Expense And Other Assets | As of March 31, 2017 and December 31, 2016, March 31, December 31, 2017 2016 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 756 867 Lease commissions 426 433 Other 715 417 3,987 3,807 Less: accumulated amortization 1,760 1,658 $ 2,227 $ 2,149 |
Loans Payable and Secured Lin24
Loans Payable and Secured Lines of Credit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Interest Income and Interest Expense | Consolidated interest expense (income) net, includes the following (in thousands): Three Months Three Months Ended March 31, Ended March 31, 2017 2016 Interest expense $ 575 $ 480 Interest capitalized (504) (472) Interest income (3) (81) Interest expense (income), net $ 68 $ (73) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Our RSU activity for the three months ended March 31, 2017 was as follows: Three Months Ended March 31, 2017 Weighted Average Number of Fair Value at Grant Shares Date Non-vested at beginning of period 1,621,235 $ 6.38 Granted RSUs 8,600 $ 9.13 Vested (659,117) $ 6.44 Non-vested at end of period 970,718 $ 6.36 |
Investment in Unconsolidated 26
Investment in Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment, Summarized Financial Information, Statement of Financial Position | The balance sheets for the unconsolidated joint venture at March 31, 2017 and December 31, 2016 is as follows (in thousands): March 31, December 31, 2017 2016 ASSETS Real estate, net $ 53,982 $ 54,310 Cash and cash equivalents 309 77 Restricted cash 330 52 Tenant and other receivables, net 42 101 Prepaid expenses and other assets, net 103 169 Intangible assets, net 13,960 14,362 Total assets $ 68,726 $ 69,071 LIABILITIES Mortgage payable, net $ 40,842 $ 40,799 Accounts payable and accrued expenses 533 403 Total liabilities 41,375 41,202 MEMBERS' EQUITY Members' equity 28,509 28,485 Accumulated deficit (1,158) (616) Total members equity 27,351 27,869 Total liabilities and members' equity $ 68,726 $ 69,071 Our investment in unconsolidated joint venture $ 13,676 $ 13,939 |
Equity Method Investment, Summarized Financial Information, Statement of Operations | The statement of operations for the unconsolidated joint venture for the three months ended March 31, 2017 is as follows (in thousands): Three Months Ended March 31, 2017 Revenues Rental revenues $ 795 Other income 1 Total revenues 796 Operating Expenses Property operating expenses 197 Real estate taxes 12 General and administrative 3 Interest expense, net 349 Transaction related costs 5 Amortization 445 Depreciation 327 Total operating expenses 1,338 Net loss $ (542) Our equity in net loss from unconsolidated joint venture $ (271) |
BUSINESS (Details Textual)
BUSINESS (Details Textual) - USD ($) $ in Millions | 1 Months Ended | ||
Jan. 23, 2017 | Mar. 14, 2016 | Mar. 31, 2017 | |
Operating Loss Carryforwards | $ 230.8 | ||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Claim Satisfaction To Former Majority Shareholder | $ 6.9 | ||
Proceeds from Settlements of Funds Held as Collateral | $ 1 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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 Accoun29
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended |
Mar. 31, 2017 | |
Trademarks and Customer Lists [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Real Estate, Net (Details)
Real Estate, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Real Estate Investment Property, at Cost | $ 66,212 | $ 62,527 |
Less: accumulated depreciation | 2,203 | 2,143 |
Real Estate Investment Property, Net | 64,009 | 60,384 |
Real estate under development | ||
Real Estate Investment Property, at Cost | 57,397 | 53,712 |
Buildings and building improvements | ||
Real Estate Investment Property, at Cost | 5,792 | 5,794 |
Tenant improvements | ||
Real Estate Investment Property, at Cost | 571 | 569 |
Land | ||
Real Estate Investment Property, at Cost | $ 2,452 | $ 2,452 |
Real Estate, Net (Details Textu
Real Estate, Net (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Depreciation, Total | $ 60,000 | $ 41,000 |
Prepaid Expenses and Other As32
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Prepaid expenses | 756 | 867 |
Lease commissions | 426 | 433 |
Other | 715 | 417 |
Prepaid Expense And Other Assets Gross | 3,987 | 3,807 |
Less: accumulated amortization | 1,760 | 1,658 |
Prepaid Expense and Other Assets | $ 2,227 | $ 2,149 |
Loans Payable and Secured Lin33
Loans Payable and Secured Lines of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Interest expense | $ 575 | $ 480 |
Interest capitalized | (504) | (472) |
Interest income | (3) | (81) |
Interest expense (income), net | $ 68 | $ (73) |
Loans Payable and Secured Lin34
Loans Payable and Secured Lines of Credit (Details Textual) - USD ($) | May 11, 2016 | Feb. 09, 2015 | Feb. 22, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Long Term Debt Maturity Date | Aug. 8, 2017 | ||||
Long-term Line of Credit | $ 0 | $ 0 | |||
Interest Rate Cap [Member] | |||||
Interest Expense, Debt | $ 1,000 | ||||
West Palm Beach Florida Loan [Member] | |||||
Long Term Debt Maturity Date | May 11, 2019 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Debt Instrument, Interest Rate, Basis for Effective Rate | interest at the 30-day LIBOR plus 230 basis points | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.07% | 2.75% | |||
Debt Instrument, Unamortized Premium | $ 14,000 | ||||
Derivative, Notional Amount | $ 9,100,000 | ||||
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, when it was then increased to 4.75% through December 15, 2016 when it was then increased to 5.00% through March 16, 2017 when it was then increased to 5.25% where it still remained at March 31, 2017.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 the Agent and the Lender 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] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,600,000 | ||||
Long-term Line of Credit | $ 9,100,000 | ||||
TPH Borrower [Member] | Maximum [Member] | |||||
Loans Payable to Bank | $ 50,000,000 | ||||
Sterling National Bank [Member] | |||||
Debt Instrument, Description of Variable Rate Basis | 100 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.75% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | ||||
Line of Credit Facility, Expiration Date | Feb. 22, 2018 | ||||
Line of Credit Facility, Expiration Period | 12 months |
Pension and Profit Sharing Pl35
Pension and Profit Sharing Plans (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 3.4 | $ 3.4 | |
Multiemployer Plans, Accumulated Benefit Obligation | 2.3 | $ 2.5 | |
Multiemployer Plan, Period Contributions | 4.6 | ||
Syms Sponsored Plan [Member] | |||
Multiemployer Plans, Withdrawal Obligation | 0.2 | ||
Syms Plan Minimum Contribution | 3.6 | ||
Multiemployer Plans, Pension [Member] | |||
Multiemployer Plan, Period Contributions | $ 0.2 | $ 0.2 |
Commitments (Details Textual)
Commitments (Details Textual) - Fifth Avenue, New York [Member] | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Operating Leases, Rent Expense | $ 75,000 |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 200,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards | $ 230.8 | |
Valuation Allowance | 95.5 | $ 95.3 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 100.7 | |
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 | $ 230.8 | |
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 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 14, 2017 | Mar. 14, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Capital Stock Shares Authorized | 120,000,000 | ||||
Capital Stock par or Stated Value Per Share | $ 0.01 | ||||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Preferred Stock, Shares Authorized | 2 | 2 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Special Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Stock Issued During Period, Value, New Issues | $ 26,601,000 | ||||
Common Stock, Shares, Issued | 34,444,293 | 30,679,566 | |||
Common Stock, Shares, Outstanding | 29,343,441 | 25,663,820 | |||
Payment to Majority Shareholder | $ 6,900,000 | ||||
Proceeds from Issuance of Common Stock | $ 26,601,000 | $ 0 | |||
Common Stock [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 35,000 | ||||
Stock Issued During Period, Shares, New Issues | 3,587 | ||||
At-The-Market Equity Offering Program [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 23,000 | ||||
Stock Issued During Period, Shares, New Issues | 2,492 | ||||
Stock Issuance Program, Maximum Amount Authorized | $ 12,000,000 | ||||
Payments for Brokerage Fees | $ 218,000 | ||||
Shares Issued, Price Per Share | $ 9.32 | $ 9.76 | |||
Stock Issuance Program, Remaining Amount Authorized | $ 10,800,000 | ||||
At-The-Market Equity Offering Program [Member] | Common Stock [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 1,200,000 | ||||
Stock Issued During Period, Shares, New Issues | 120,299 | ||||
Private Placement [Member] | |||||
Stock Issued During Period, Shares, New Issues | 3,585,000 | ||||
Shares Issued, Price Per Share | $ 7.50 | ||||
Proceeds from Issuance of Common Stock | $ 26,887,500 | ||||
Series A and Series B preferred stock [Member] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||
Blank Check Preferred Stock [Member] | |||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Shares, Non-vested at beginning of period | shares | 1,621,235 |
Number of Shares, Granted | shares | 8,600 |
Number of Shares, Vested | shares | (659,117) |
Number of Shares, Non-vested at end of period | shares | 970,718 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ / shares | $ 6.38 |
Weighted Average Fair Value at Grant Date, Granted | $ / shares | 9.13 |
Weighted Average Fair Value at Grant Date, Vested | $ / shares | 6.44 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ / shares | $ 6.36 |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details Textual) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 8,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.13 |
Deferred Compensation, Share-based Payments [Member] | |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ | $ 3,100,000 |
Chief Executive Officer [Member] | |
Stock Issued During Period, Shares, New Issues | shares | 177,234 |
Stock Repurchased During Period, Shares | shares | 85,105 |
Other Employees [Member] | |
Sharebased Compensation Arrangement By Share based Payment Award Grants In Period Weighted Average Fair Market Value | $ | $ 79,000 |
Restricted Stock or Unit Expense | $ | $ 19,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.13 |
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 | shares | 8,600 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ | $ 8,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years |
Investment in Unconsolidated 41
Investment in Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate, net | $ 53,982 | $ 54,310 |
Cash and cash equivalents | 309 | 77 |
Restricted cash | 330 | 52 |
Tenant and other receivables, net | 42 | 101 |
Prepaid expenses and other assets, net | 103 | 169 |
Intangible assets, net | 13,960 | 14,362 |
Total assets | 68,726 | 69,071 |
LIABILITIES | ||
Mortgage payable, net | 40,842 | 40,799 |
Accounts payable and accrued expenses | 533 | 403 |
Total liabilities | 41,375 | 41,202 |
MEMBERS' EQUITY | ||
Members' equity | 28,509 | 28,485 |
Accumulated deficit | (1,158) | (616) |
Total members equity | 27,351 | 27,869 |
Total liabilities and members' equity | 68,726 | 69,071 |
Our investment in unconsolidated joint venture | $ 13,676 | $ 13,939 |
Investment in Unconsolidated 42
Investment in Unconsolidated Joint Venture (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Rental revenues | $ 795 | |
Other income | 1 | |
Total revenues | 796 | |
Operating Expenses | ||
Property operating expenses | 197 | |
Real estate taxes | 12 | |
General and administrative | 3 | |
Interest expense, net | 349 | |
Transaction related costs | 5 | |
Amortization | 445 | |
Depreciation | 327 | |
Total operating expenses | 1,338 | |
Net loss | (542) | |
Our equity in net loss from unconsolidated joint venture | $ (271) | $ 0 |
Investment in Unconsolidated 43
Investment in Unconsolidated Joint Venture (Details Textual) $ in Thousands | Dec. 05, 2016USD ($) | Mar. 31, 2017a |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
The Loan [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt Instrument,Prepayment Premium | 1.00% | |
Debt Instrument, Description of Variable Rate Basis | interest at the 30-day LIBOR rate plus 216 basis points | |
Debt Instrument, Face Amount | $ 42,500 | |
Debt Instrument, Term | 10 years | |
The Berkley [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Purchase Price Of Property | $ 68,885 | |
Equity Method Investment, Ownership Percentage | 50.00% | |
Area of Land | a | 99,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 10, 2017 | Apr. 05, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 26,601 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Total Purchase Price Of Property | $ 16,000 | |||
Escrow Deposits Related to Property Sales | $ 1,600 | |||
Subsequent Event [Member] | Rights Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,884,564 | |||
Shares Issued, Price Per Share | $ 7.50 | |||
Proceeds from Issuance of Common Stock | $ 14,100 |