Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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 | 31,451,796 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate, net | $ 58,762 | $ 60,384 |
Cash and cash equivalents | 34,876 | 4,678 |
Restricted cash | 12,519 | 3,688 |
Investment in unconsolidated joint venture | 12,860 | 13,939 |
Receivables, net | 145 | 220 |
Deferred rents receivable | 577 | 543 |
Prepaid expenses and other assets, net | 2,770 | 2,149 |
Total assets | 122,509 | 85,601 |
LIABILITIES | ||
Loans payable, net | 48,294 | 48,705 |
Secured line of credit | 0 | 0 |
Accounts payable and accrued expenses | 4,997 | 2,935 |
Pension liabilities | 4,867 | 5,936 |
Total liabilities | 58,158 | 57,576 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | 0 | 0 |
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value; 79,999,997 shares authorized; 36,806,915 and 30,679,566 shares issued at September 30, 2017 and December 31, 2016, respectively; 31,451,796 and 25,663,820 shares outstanding at September 30, 2017 and December 31, 2016, respectively | 368 | 307 |
Additional paid-in capital | 130,275 | 87,521 |
Treasury stock (5,355,119 and 5,015,746 shares at September 30, 2017 and December 31, 2016, respectively) | (53,666) | (51,086) |
Accumulated other comprehensive loss | (3,161) | (3,161) |
Accumulated deficit | (9,465) | (5,556) |
Total stockholders' equity | 64,351 | 28,025 |
Total liabilities and stockholders' equity | 122,509 | 85,601 |
Blank Check Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 36,806,915 | 30,679,566 |
Common Stock, Shares, Outstanding | 31,451,796 | 25,663,820 |
Treasury Stock, Shares | 5,355,119 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Rental revenues | $ 336 | $ 328 | $ 1,017 | $ 974 |
Tenant reimbursements | 171 | 208 | 445 | 435 |
Total revenues | 507 | 536 | 1,462 | 1,409 |
Operating Expenses | ||||
Property operating expenses | 178 | 144 | 549 | 445 |
Real estate taxes | 124 | 63 | 345 | 167 |
General and administrative | 1,509 | 1,529 | 4,200 | 5,272 |
Transaction related costs | 9 | 49 | 77 | 99 |
Depreciation and amortization | 145 | 121 | 394 | 334 |
Write-off of costs relating to demolished asset | 3,426 | 0 | 3,426 | 0 |
Total operating expenses | 5,391 | 1,906 | 8,991 | 6,317 |
Operating loss | (4,884) | (1,370) | (7,529) | (4,908) |
Equity in net loss from unconsolidated joint venture | (296) | 0 | (804) | 0 |
Interest income (expense), net | 20 | (12) | (89) | 83 |
Amortization of deferred finance costs | (145) | (39) | (345) | (60) |
Reduction of claims liability | 0 | (2) | 1,043 | 132 |
Loss before gain on sale of real estate and taxes | (5,305) | (1,423) | (7,724) | (4,753) |
Gain on sale of real estate | 3,853 | 0 | 3,853 | 0 |
Tax expense | 0 | 0 | (38) | 0 |
Net loss available to common stockholders | $ (1,452) | $ (1,423) | $ (3,909) | $ (4,753) |
Loss per share - basic and diluted | $ (0.05) | $ (0.06) | $ (0.13) | $ (0.19) |
Weighted average number of common shares - basic and diluted | 31,446 | 25,483 | 30,114 | 25,409 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [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 | (3,909) | $ 0 | 0 | $ 0 | (3,909) | 0 |
Sale of common stock, net | 40,561 | $ 55 | 40,506 | $ 0 | 0 | 0 |
Sale of common stock, net (in shares) | 5,472 | 0 | ||||
Settlement of stock awards | (2,574) | $ 6 | 0 | $ (2,580) | 0 | 0 |
Settlement of stock awards (in shares) | 655 | (339) | ||||
Stock-based compensation expense | 2,248 | $ 0 | 2,248 | $ 0 | 0 | 0 |
Balance at Sep. 30, 2017 | $ 64,351 | $ 368 | $ 130,275 | $ (53,666) | $ (9,465) | $ (3,161) |
Balance (in shares) at Sep. 30, 2017 | 36,807 | (5,355) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss available to common stockholders | $ (3,909) | $ (4,753) |
Adjustments to reconcile net loss available to common stockholders to net cash used in operating activities: | ||
Depreciation and amortization | 394 | 334 |
Amortization of deferred finance costs | 345 | 60 |
Write-off of costs relating to demolished asset | 1,585 | 0 |
Stock-based compensation expense | 922 | 1,856 |
Gain on sale of real estate | (3,853) | 0 |
Deferred rents receivable | (34) | (296) |
Reduction of claims liability | 0 | (135) |
Equity in net loss from unconsolidated joint venture | 804 | 0 |
Distribution of cumulative earnings from unconsolidated joint venture | 344 | 0 |
(Increase) decrease in operating assets: | ||
Restricted cash, net | (731) | (102) |
Receivables, net | 75 | (208) |
Prepaid expenses and other assets, net | (1,057) | (81) |
Decrease in operating liabilities: | ||
Accounts payable and accrued expenses | (886) | 450 |
Pension liabilities | (1,069) | (1,184) |
Obligation to former Majority Shareholder | 0 | (6,931) |
Net cash used in operating activities | (7,070) | (10,990) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to real estate | (7,080) | (12,183) |
Investment in unconsolidated joint venture | (69) | 0 |
Net proceeds from the sale of real estate | 15,232 | 0 |
Restricted cash | (8,100) | (3,444) |
Net cash used in investing activities | (17) | (15,627) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loan, net | 0 | 8,651 |
Deferred finance costs | (702) | 0 |
Settlement of stock awards | (2,574) | (1,967) |
Net proceeds from sale of common stock | 40,561 | 0 |
Net cash provided by financing activities | 37,285 | 6,684 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 30,198 | (19,933) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 4,678 | 38,173 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 34,876 | 18,240 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 1,810 | 1,526 |
Cash paid during the period for: Taxes | 37 | 38 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Adjustment to accumulated deficit for capitalized stock-based compensation expense | 0 | (541) |
Accrued development costs included in accounts payable and accrued expenses | 2,943 | (1,149) |
Capitalized amortization of deferred financing costs | 178 | 258 |
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 | $ 1,326 | $ 4,077 |
Business
Business | 9 Months Ended |
Sep. 30, 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 acquire, invest in, own, manage, develop or redevelop and sell real estate assets and/or real estate related securities. Our largest asset is a property located at 77 Greenwich Street (“77 Greenwich”) in Lower Manhattan. 77 Greenwich is a vacant building that was demolished and is 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, a property formerly occupied by a retail tenant in Paramus, New Jersey, and, through a joint venture, a 50 We 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 $ 230.3 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 (losses) 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 September 30, 2017, we had no VIEs. We assess the accounting treatment for joint venture investments. 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 potential 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. Investment in Unconsolidated Joint Venture - We account for our investment in our unconsolidated joint venture under the equity method of accounting (see Note 12 - Investment in Our Unconsolidated Joint Venture). 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 cash flows. We do not believe that the value of our equity investment was impaired at September 30, 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. 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 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 compensation and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begin when the activities and related expenditures commence, and cease 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 undiscounted 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 nine months ended September 30, 2017 or September 30, 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 line of credit (see Note 5 - Loans Payable and Secured Line of Credit), tenant related security deposits and deposits on property acquisitions. 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 – 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 - 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 September 30, 2017 and December 31, 2016, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 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, local and franchise taxes. 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 shares of common stock 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 Finance Costs – Deferred finance 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 line of credit. These costs are amortized over the terms of the related financing arrangements. Unamortized deferred finance 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. Upon the adoption of ASU No. 2017-01, we evaluate each acquisition of real estate or in-substance real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce) that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard discussed above. As lessee, we are party to various office leases with future payment obligations aggregating $ 3.2 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 does not apply to our lease revenues, but will apply to reimbursed tenant costs. Additionally, this guidance modifies disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year, until years beginning in 2018, with early adoption permitted but not before 2017. Entities may adopt ASU 2014-09 using either a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients or a retrospective approach with the cumulative effect recognized at the date of adoption. Management believes the majority of our revenue falls outside of the scope of this guidance and does not anticipate any significant changes to the timing of our revenue recognition. We intend to implement the standard retrospectively with the cumulative effect recognized in retained earnings at the date of application. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate, Net | Note 3 – Real Estate, Net September 30, December 31, 2017 2016 (unaudited) (audited) Real estate under development 52,249 $ 53,712 Buildings and building improvements 5,817 5,794 Tenant improvements 571 569 Land 2,452 2,452 61,089 62,527 Less: accumulated depreciation 2,327 2,143 $ 58,762 $ 60,384 Real estate under development as of September 30, 2017 consists of the 77 Greenwich and Paramus, New Jersey properties while real estate under development as of December 31, 2016 consists of the 77 Greenwich, Paramus, New Jersey and Westbury, New York properties. Buildings and building improvements, tenant improvements and land at both dates consist of the West Palm Beach, Florida property. On August 4, 2017, we closed on the sale of our property located in Westbury, New York for a gross sale price of $ 16.0 3.9 15.2 Depreciation expense amounted to approximately $ 61,000 57,000 184,000 145,000 Write-off of costs relating to demolished asset was approximately $3.4 million. This is related to the 77 Greenwich property’s acceleration of depreciation of the building and building improvements and demolition costs at 77 Greenwich due to the completion of demolition of the 57,000 square foot six-story commercial building. On September 8, 2017, a wholly-owned subsidiary of ours entered into an agreement pursuant to which it acquired an option to purchase a newly built 105-unit, 12 story apartment building located at 237 11th Street, Brooklyn, New York for a purchase price of $ 81.0 8.1 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets, Net | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016, prepaid expenses and other assets, net, include the following (in thousands): September 30, December 31, 2017 2016 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 1,124 867 Lease commissions 461 433 Other 1,189 417 4,864 3,807 Less: accumulated amortization 2,094 1,658 $ 2,770 $ 2,149 |
Loans Payable and Secured Line
Loans Payable and Secured Line of Credit | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Loans Payable and Secured Lines of Credit | Note 5 – Loans Payable and Secured Line 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 5.00% as of December 31, 2016 and 5.50% as of September 30, 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. 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 interest at the 30-day LIBOR plus 230 basis points 2.75 3.54 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 September 30, 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 LIBOR 9.1 3,000 6,000 Secured Line of Credit On February 22, 2017, we entered into two secured lines of credit for an aggregate of $ 12.0 February 22, 2018 2.9 9.1 11.0 February 22, 2019 100 3.75 Interest Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Interest expense $ 644 $ 553 $ 1,832 $ 1,549 Interest capitalized (562) (486) (1,602) (1,438) Interest income (102) (55) (141) (194) Interest (income) expense, net $ (20) $ 12 $ 89 $ (83) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Profit Sharing Plans | Note 7 – Pension and Profit Sharing Plans Pension Plans 2.9 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 September 30, 2017 and December 31, 2016, we had a recorded liability of $ 1.9 2.5 0.2 In accordance with minimum funding requirements and court ordered allowed claims distributions, we paid approximately $ 4.1 5.0 0.5 0.2 0.6 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 8 – Commitments a. Leases – As of September 30, 2017, our prior corporate office located at 717 Fifth Avenue, New York, New York had a remaining lease obligation of one month for $31,000 payable through October 31, 2017. The rent expense paid for this operating lease for the three and nine months ended September 30, 2017 was approximately $ 75,000 225,000 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 | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes At September 30, 2017, we had federal NOLs of approximately $ 230.3 2034 104.4 2029 2034 31.1 25.5 Based on management’s assessment, we believe it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategy. In recognition of this risk, we have provided a valuation allowance of $ 96.8 95.3 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 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 36,806,915 30,679,566 31,451,796 25,663,820 On February 14, 2017, we issued an aggregate of 3,585,000 7.50 26.9 1,884,564 7.50 14.1 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 0 23 9.32 10.8 Preferred Stock We are authorized to issue two shares of preferred stock, (one share each of Series A and Series B 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 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 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-Based Compensation | Note 11 – Stock-Based Compensation Stock Incentive Plan We adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “SIP”), effective September 9, 2015. Prior to the adoption of the SIP, we granted restricted stock units (“RSUs”) to our executive officers and employees pursuant to individual agreements. The SIP, which has a ten year term, authorizes (i) stock options that do not qualify as incentive stock options under Section 422 of the Code, or NQSOs, (ii) stock appreciation rights, (iii) shares of restricted and unrestricted common stock, and (iv) RSUs. The exercise price of stock options will be determined by the compensation committee, but may not be less than 100 800,000 Nine Months Ended Year Ended December Number of Weighted Number of Weighted Balance available, beginning of period 614,500 770,000 Granted to employees (8,600) $ 9.13 (105,500) $ 5.29 Granted to non-employee directors (18,938) $ 6.88 (50,000) $ 9.85 Deferred under non-employee director's deferral program (5,643) $ 6.88 - Balance available, end of period 581,319 614,500 We recognized stock-based compensation expense of approximately $ 42 127 Restricted Stock Units We have typically granted RSUs to certain employees and executive officers each year as part of compensation. These grants have vesting dates ranging from immediate vest at grant date to five years, with a distribution of shares at various dates ranging from the time of vesting up to four years after vesting During the nine months ended September 30, 2017, we granted 8,600 14,000 49,000 respectively, 3,000 15,000 ended September 30, 2017 , respectively. Stock-based compensation expense recognized during the three and nine months ended September 30, 2017 totaled $ 277,000 831,000 311,000 1.3 Nine Months Ended September 30, 2017 Number of Weighted Average Fair Shares Value at Grant Date Non-vested at beginning of period 1,621,235 $ 6.38 Granted RSUs 8,600 $ 9.13 Vested (669,917) $ 6.45 Non-vested at end of period 959,918 $ 6.35 As of September 30, 2017, there was approximately $ 1.9 During the nine months ended September 30, 2017, we issued 636,355 339,375 Director Deferred Compensation Program We adopted our Non-Employee Director’s Deferral Program (the “Deferral Program”) on November 2, 2016. Under the Deferral Program, our non-employee directors may elect to defer receipt of their annual equity compensation. The non-employee directors’ annual equity compensation, and any deferred amounts, are paid under the SIP. Compensation deferred under the Deferral Program is reflected by the grant of stock units under the SIP equal to the number of shares that would have been received absent a deferral election. The stock units, which are fully vested at grant, generally will be settled for an equal number of shares of common stock within 10 days after the participant ceases to be a director. In the event that the Company distributes dividends, each participant shall receive a number of additional stock units (including fractional stock units) equal to the quotient of (i) the aggregate amount of the dividend that the participant would have received had all outstanding stock units been shares of common stock divided by (ii) the closing price of a share of common stock on the date the dividend was issued. During the nine months ended September 30, 2017, 5,643 |
Investment in Our Unconsolidate
Investment in Our Unconsolidated Joint Venture | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Note 12 – Investment in Our Unconsolidated Joint Venture Through a wholly-owned subsidiary, we own a 50 99,000 68.885 42.5 10 1 3.40 2.93 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. September 30, December 31, 2017 2016 (unaudited) (unaudited) ASSETS Real estate, net $ 53,350 $ 54,310 Cash and cash equivalents 236 77 Restricted cash 327 52 Tenant and other receivables, net 25 101 Prepaid expenses and other assets, net 86 169 Intangible assets, net 13,155 14,362 Total assets $ 67,179 $ 69,071 LIABILITIES Mortgage payable, net $ 40,911 $ 40,799 Accounts payable and accrued expenses 547 403 Total liabilities 41,458 41,202 MEMBERS' EQUITY Members' equity 27,945 28,485 Accumulated deficit (2,224) (616) Total members' equity 25,721 27,869 Total liabilities and members' equity $ 67,179 $ 69,071 Our investment in unconsolidated joint venture $ 12,860 $ 13,939 Three Months Nine Months Ended Ended September 30, September 30, 2017 2017 (unaudited) (unaudited) Revenues Rental revenues $ 827 $ 2,504 Other income 2 4 Total revenues 829 2,508 Operating Expenses Property operating expenses 256 665 Real estate taxes 12 35 General and administrative 3 8 Interest expense, net 375 1,076 Transaction related costs - 11 Amortization 446 1,338 Depreciation 328 983 Total operating expenses 1,420 4,116 Net loss $ (591) $ (1,608) Our equity in net loss from unconsolidated joint venture $ (296) $ (804) |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 (losses) 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 September 30, 2017, we had no VIEs. We assess the accounting treatment for joint venture investments. 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 potential 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 (see Note 12 - Investment in Our Unconsolidated Joint Venture). 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 cash flows. We do not believe that the value of our equity investment was impaired at September 30, 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 | 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 property. Additionally, we capitalize operating costs, interest, real estate taxes, insurance and compensation and related costs of personnel directly involved with the specific project related to real estate under development. Capitalization of these costs begin when the activities and related expenditures commence, and cease 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 undiscounted 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 nine months ended September 30, 2017 or September 30, 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 line of credit (see Note 5 - Loans Payable and Secured Line of Credit), tenant related security deposits and deposits on property acquisitions. |
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 | 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 September 30, 2017 and December 31, 2016, we had determined that no liabilities are required in connection with unrecognized tax positions. As of September 30, 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, 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 shares of common stock 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 Finance Costs – Deferred finance 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 line of credit. These costs are amortized over the terms of the related financing arrangements. Unamortized deferred finance 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. Upon the adoption of ASU No. 2017-01, we evaluate each acquisition of real estate or in-substance real estate to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce) that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard discussed above. As lessee, we are party to various office leases with future payment obligations aggregating $ 3.2 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 does not apply to our lease revenues, but will apply to reimbursed tenant costs. Additionally, this guidance modifies disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year, until years beginning in 2018, with early adoption permitted but not before 2017. Entities may adopt ASU 2014-09 using either a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients or a retrospective approach with the cumulative effect recognized at the date of adoption. Management believes the majority of our revenue falls outside of the scope of this guidance and does not anticipate any significant changes to the timing of our revenue recognition. We intend to implement the standard retrospectively with the cumulative effect recognized in retained earnings at the date of application. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 Shorter of remaining term of the lease or useful life |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | As of September 30, 2017 and December 31, 2016, real estate, net, includes the following (in thousands): September 30, December 31, 2017 2016 (unaudited) (audited) Real estate under development 52,249 $ 53,712 Buildings and building improvements 5,817 5,794 Tenant improvements 571 569 Land 2,452 2,452 61,089 62,527 Less: accumulated depreciation 2,327 2,143 $ 58,762 $ 60,384 |
Prepaid Expenses and Other As22
Prepaid Expenses and Other Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule Of Prepaid Expense And Other Assets | As of September 30, 2017 and December 31, 2016, prepaid expenses and other assets, net, include the following (in thousands): September 30, December 31, 2017 2016 (unaudited) (audited) Trademarks and customer lists $ 2,090 $ 2,090 Prepaid expenses 1,124 867 Lease commissions 461 433 Other 1,189 417 4,864 3,807 Less: accumulated amortization 2,094 1,658 $ 2,770 $ 2,149 |
Loans Payable and Secured Lin23
Loans Payable and Secured Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Interest Income and Interest Expense | Consolidated interest (income) expense, net includes the following (in thousands): Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Interest expense $ 644 $ 553 $ 1,832 $ 1,549 Interest capitalized (562) (486) (1,602) (1,438) Interest income (102) (55) (141) (194) Interest (income) expense, net $ (20) $ 12 $ 89 $ (83) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Our SIP activity was as follows: Nine Months Ended Year Ended December Number of Weighted Number of Weighted Balance available, beginning of period 614,500 770,000 Granted to employees (8,600) $ 9.13 (105,500) $ 5.29 Granted to non-employee directors (18,938) $ 6.88 (50,000) $ 9.85 Deferred under non-employee director's deferral program (5,643) $ 6.88 - Balance available, end of period 581,319 614,500 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Our RSU activity for the nine months ended September 30, 2017 was as follows: Nine Months Ended September 30, 2017 Number of Weighted Average Fair Shares Value at Grant Date Non-vested at beginning of period 1,621,235 $ 6.38 Granted RSUs 8,600 $ 9.13 Vested (669,917) $ 6.45 Non-vested at end of period 959,918 $ 6.35 |
Investment in Our Unconsolida25
Investment in Our Unconsolidated Joint Venture (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, December 31, 2017 2016 (unaudited) (unaudited) ASSETS Real estate, net $ 53,350 $ 54,310 Cash and cash equivalents 236 77 Restricted cash 327 52 Tenant and other receivables, net 25 101 Prepaid expenses and other assets, net 86 169 Intangible assets, net 13,155 14,362 Total assets $ 67,179 $ 69,071 LIABILITIES Mortgage payable, net $ 40,911 $ 40,799 Accounts payable and accrued expenses 547 403 Total liabilities 41,458 41,202 MEMBERS' EQUITY Members' equity 27,945 28,485 Accumulated deficit (2,224) (616) Total members' equity 25,721 27,869 Total liabilities and members' equity $ 67,179 $ 69,071 Our investment in unconsolidated joint venture $ 12,860 $ 13,939 |
Equity Method Investment, Summarized Financial Information, Statement of Operations | The statements of operations for the unconsolidated joint venture for the three and nine months ended September 30, 2017 are as follows (in thousands): Three Months Nine Months Ended Ended September 30, September 30, 2017 2017 (unaudited) (unaudited) Revenues Rental revenues $ 827 $ 2,504 Other income 2 4 Total revenues 829 2,508 Operating Expenses Property operating expenses 256 665 Real estate taxes 12 35 General and administrative 3 8 Interest expense, net 375 1,076 Transaction related costs - 11 Amortization 446 1,338 Depreciation 328 983 Total operating expenses 1,420 4,116 Net loss $ (591) $ (1,608) Our equity in net loss from unconsolidated joint venture $ (296) $ (804) |
Business (Details Textual)
Business (Details Textual) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 14, 2016 | Sep. 30, 2017 | |
Operating Loss Carryforwards | $ 230.3 | |
Equity Method Investment, Ownership Percentage | 50.00% | |
Claim Satisfaction To Former Majority Shareholder | $ 6.9 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 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 Accoun28
Summary of Significant Accounting Policies (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Lessee, Operating Lease, Liability, Payments, Due | $ 3.2 |
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, 2017 | Dec. 31, 2016 |
Real Estate Investment Property, at Cost | $ 61,089 | $ 62,527 |
Less: accumulated depreciation | 2,327 | 2,143 |
Real Estate Investment Property, Net | 58,762 | 60,384 |
Real estate under development | ||
Real Estate Investment Property, at Cost | 52,249 | 53,712 |
Buildings and building improvements | ||
Real Estate Investment Property, at Cost | 5,817 | 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) | Sep. 08, 2017USD ($) | Aug. 04, 2017USD ($) | Sep. 30, 2017USD ($)a | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)a | Sep. 30, 2016USD ($) |
Depreciation, Total | $ 61,000 | $ 57,000 | $ 184,000 | $ 145,000 | ||
Sales of Real Estate | $ 16,000,000 | |||||
Gain (Loss) on Disposition of Assets | 3,853,000 | 0 | 3,853,000 | 0 | ||
Proceeds from Sale of Real Estate | 15,200,000 | |||||
Escrow Deposits Related to Property Sales | $ 8,100,000 | |||||
Total Purchase Price Of Property | $ 81,000,000 | |||||
Asset Impairment Charges | $ 3,426,000 | $ 0 | $ 3,426,000 | $ 0 | ||
Area of Land | a | 57,000 | 57,000 |
Prepaid Expenses and Other As31
Prepaid Expenses and Other Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Trademarks and customer lists | $ 2,090 | $ 2,090 |
Prepaid expenses | 1,124 | 867 |
Lease commissions | 461 | 433 |
Other | 1,189 | 417 |
Prepaid Expense And Other Assets Gross | 4,864 | 3,807 |
Less: accumulated amortization | 2,094 | 1,658 |
Prepaid Expense and Other Assets | $ 2,770 | $ 2,149 |
Loans Payable and Secured Lines
Loans Payable and Secured Lines of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest expense | $ 644 | $ 553 | $ 1,832 | $ 1,549 |
Interest capitalized | (562) | (486) | (1,602) | (1,438) |
Interest income | (102) | (55) | (141) | (194) |
Interest (income) expense, net | $ (20) | $ 12 | $ 89 | $ (83) |
Loans Payable and Secured Lin33
Loans Payable and Secured Lines of Credit (Details Textual) - USD ($) | May 11, 2016 | Feb. 09, 2015 | Feb. 22, 2017 | Sep. 30, 2017 | Nov. 08, 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 | $ 3,000 | |||||
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 | 3.54% | 2.75% | ||||
Debt Instrument, Unamortized Premium | $ 14,000 | |||||
Derivative, Notional Amount | $ 9,100,000 | |||||
Debt Instrument, Unamortized Discount | $ 6,000 | |||||
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 5.00% as of December 31, 2016 and 5.50% as of June 30, 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 | $ 11,000,000 | ||||
Line of Credit Facility, Expiration Date | Feb. 22, 2018 | Feb. 22, 2019 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 9,100,000 | $ 9,100,000 | ||||
Secured Debt | 2,900,000 | |||||
Sterling National Bank [Member] | Line of Credit [Member] | ||||||
Secured Debt | $ 14,000 |
Pension and Profit Sharing Pl34
Pension and Profit Sharing Plans (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Cost Of Providing Standard Termination Benefit Recognized During Period | $ 2.9 | $ 3.4 | |
Multiemployer Plans, Accumulated Benefit Obligation | $ 1.9 | 1.9 | $ 2.5 |
Multiemployer Plan, Contributions by Employer | 5 | ||
Syms Sponsored Plan [Member] | |||
Multiemployer Plans, Withdrawal Obligation | 0.2 | 0.2 | |
Syms Plan Minimum Contribution | 4.1 | 4.1 | |
Multiemployer Plan, Contributions by Employer | 0.5 | 0.5 | |
Multiemployer Plans, Pension [Member] | |||
Multiemployer Plan, Contributions by Employer | $ 0.2 | $ 0.6 |
Commitments (Details Textual)
Commitments (Details Textual) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 31,000 | $ 31,000 |
Fifth Avenue, New York [Member] | ||
Operating Leases, Rent Expense | 75,000 | 225,000 |
Madison Avenue [Member] | ||
Operating Leases, Future Minimum Payments Due | $ 3,200,000 | $ 3,200,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards | $ 230.3 | |
Valuation Allowance | 96.8 | $ 95.3 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 104.4 | |
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 | $ 230.3 | |
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 ($) | Apr. 05, 2017 | Feb. 14, 2017 | Mar. 14, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Capital Stock Shares Authorized | 120,000,000 | 120,000,000 | |||||
Capital Stock par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Common Stock, Shares Authorized | 79,999,997 | 79,999,997 | 79,999,997 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Shares Authorized | 2 | 2 | 2 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Special Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Stock Issued During Period, Value, New Issues | $ 40,561,000 | ||||||
Common Stock, Shares, Issued | 36,806,915 | 36,806,915 | 30,679,566 | ||||
Common Stock, Shares, Outstanding | 31,451,796 | 31,451,796 | 25,663,820 | ||||
Payment to Majority Shareholder | $ 6,900,000 | ||||||
Proceeds from Issuance of Common Stock | $ 40,561,000 | $ 0 | |||||
Common Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 55,000 | ||||||
Stock Issued During Period, Shares, New Issues | 5,472 | ||||||
At-The-Market Equity Offering Program [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 23,000 | |||||
Stock Issued During Period, Shares, New Issues | 0 | 2,492 | |||||
Stock Issuance Program, Maximum Amount Authorized | $ 12,000,000 | ||||||
Payments for Brokerage Fees | $ 218,000 | ||||||
Shares Issued, Price Per Share | $ 9.32 | $ 9.32 | $ 9.76 | ||||
Stock Issuance Program, Remaining Amount Authorized | $ 10,800,000 | $ 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 | ||||||
Rights Offering [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 1,884,564 | ||||||
Shares Issued, Price Per Share | $ 7.50 | ||||||
Proceeds from Issuance of Common Stock | $ 14,100,000 | ||||||
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 | $ 26,900,000 | ||||||
Series A and Series B preferred stock [Member] | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Blank Check Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Shares, Balance available, beginning of period | 614,500 | 770,000 |
Number of Shares, Deferred under non-employee director's deferral program | (5,643) | 0 |
Number of Shares, Balance available, end of period | 581,319 | 614,500 |
Weighted Average Fair Value at Grant Date, Deferred under non-employee director's deferral program | $ 6.88 | |
Employees [Member] | ||
Number of Shares, Granted | (8,600) | (105,500) |
Weighted Average Fair Value at Grant Date, Granted | $ 9.13 | $ 5.29 |
Director [Member] | ||
Number of Shares, Granted | (18,938) | (50,000) |
Weighted Average Fair Value at Grant Date, Granted | $ 6.88 | $ 9.85 |
Stock-Based Compensation (Det39
Stock-Based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares, Non-vested at beginning of period | shares | 1,621,235 |
Number of Shares, Granted RSUs | shares | 8,600 |
Number of Shares, Vested | shares | (669,917) |
Number of Shares, Non-vested at end of period | shares | 959,918 |
Weighted Average Fair Value at Grant Date, Non-vested at beginning of period | $ / shares | $ 6.38 |
Weighted Average Fair Value at Grant Date, Granted RSUs | $ / shares | 9.13 |
Weighted Average Fair Value at Grant Date, Vested | $ / shares | 6.45 |
Weighted Average Fair Value at Grant Date, Non-vested at end of period | $ / shares | $ 6.35 |
Stock-Based Compensation (Det40
Stock-Based Compensation (Details Textual) - USD ($) | Sep. 09, 2015 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 8,600 | ||||
Share-based Compensation | $ 922,000 | $ 1,856,000 | |||
Deferred Compensation Arrangement with Individual, Shares Issued | 5,643 | 0 | |||
Deferred Compensation, Share-based Payments [Member] | |||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1,900,000 | $ 1,900,000 | |||
Chief Executive Officer [Member] | |||||
Stock Issued During Period, Shares, New Issues | 636,355 | ||||
Stock Repurchased During Period, Shares | 339,375 | ||||
Other Employees [Member] | |||||
Restricted Stock or Unit Expense | 14,000 | $ 49,000 | |||
Non Employee Director [Member] | |||||
Share-based Compensation | 42,000 | 127,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 311,000 | 1,300,000 | |||
Restricted Stock or Unit Expense | 277,000 | $ 831,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | These grants have vesting dates ranging from immediate vest at grant date to five years, with a distribution of shares at various dates ranging from the time of vesting up to four years after vesting | ||||
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 | 8,600 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 3,000 | $ 15,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||
2015 Stock Incentive Plan[Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 100.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 800,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Investment in Our Unconsolida41
Investment in Our Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Real estate, net | $ 53,350 | $ 54,310 |
Cash and cash equivalents | 236 | 77 |
Restricted cash | 327 | 52 |
Tenant and other receivables, net | 25 | 101 |
Prepaid expenses and other assets, net | 86 | 169 |
Intangible assets, net | 13,155 | 14,362 |
Total assets | 67,179 | 69,071 |
LIABILITIES | ||
Mortgage payable, net | 40,911 | 40,799 |
Accounts payable and accrued expenses | 547 | 403 |
Total liabilities | 41,458 | 41,202 |
MEMBERS' EQUITY | ||
Members' equity | 27,945 | 28,485 |
Accumulated deficit | (2,224) | (616) |
Total members' equity | 25,721 | 27,869 |
Total liabilities and members' equity | 67,179 | 69,071 |
Our investment in unconsolidated joint venture | $ 12,860 | $ 13,939 |
Investment in Our Unconsolida42
Investment in Our Unconsolidated Joint Venture (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Rental revenues | $ 827 | $ 2,504 | ||
Other income | 2 | 4 | ||
Total revenues | 829 | 2,508 | ||
Operating Expenses | ||||
Property operating expenses | 256 | 665 | ||
Real estate taxes | 12 | 35 | ||
General and administrative | 3 | 8 | ||
Interest expense, net | 375 | 1,076 | ||
Transaction related costs | 0 | 11 | ||
Amortization | 446 | 1,338 | ||
Depreciation | 328 | 983 | ||
Total operating expenses | 1,420 | 4,116 | ||
Net loss | (591) | (1,608) | ||
Our equity in net loss from unconsolidated joint venture | $ (296) | $ 0 | $ (804) | $ 0 |
Investment in Our Unconsolida43
Investment in Our Unconsolidated Joint Venture (Details Textual) $ in Thousands | Dec. 05, 2016USD ($) | Sep. 30, 2017a | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Area of Land | a | 57,000 | ||
The Loan [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt Instrument Prepayment Premium | 1.00% | ||
Debt Instrument, Face Amount | $ | $ 42,500 | ||
Debt Instrument, Term | 10 years | ||
Debt Instrument, Interest Rate, Effective Percentage | 3.40% | 2.93% | |
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 |