Trinity Place Holdings Inc
For the period ended Dec 31, 2024. Filed Mar 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 24, 2025
TPHS$0.02+0.5%Stored close · as of Jun 30, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-29.
0001558370-24-004371
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-24.
0001558370-25-003553
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 71 current paragraphs.
20 unchanged; 28 reworded; 22 added; 70 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 45 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
On February 4, 2025, TPHGreenwich sold the Paramus Property for a gross sales price of $15.6 million. After repayment of the underlying loan of $11.7 million and closing costs, TPHGreenwich received approximately $2.9 million in net sale cash proceeds. The Company’s guarantee of the loan underlying the Paramus Property was retired upon the sale.
Current report
On March 14, 2025, TPHGreenwich sold 237 11 th for a gross sales price of $68.5 million. After repayment of the underlying loan of $60.0 million and closing costs, TPHGreenwich received approximately $6.0 million in net sale cash proceeds.
Current report
We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and the An Educated Consumer is Our Best Customer® slogan.
Current report
In connection with the Steel Partners transaction in February 2025 (as defined and described below), the Legacy Stock Purchase Agreement was partially terminated by the Company and the TPHS Lender (including and cancellation of the TPHS Lender’s right to receive penny warrants of the Company equivalent to 5% of the Company’s Common Stock), except for provisions of the Legacy Stock Purchase Agreement which would cause an impairment or termination of the TPHS Lender’s representation and warranty insurance policy obtained.
Current report
Recent Developments
Current report
Steel Partners Transaction
Current report
See Item 1, “Business—Steel Partners Transaction” for more information regarding the Steel Partners Transactions.
Current report
Charter Amendment
Current report
In February 2025, the Company filed an Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Amendment”). The Amendment extended certain transfer restrictions set forth in the Company’s charter to until February 25, 2035. A copy of the Amendment is filed as exhibit 3.3 to this Annual Report on Form 10-K.
Current report
Following the Recapitalization Transactions, our primary business is owning a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich. As discussed herein, we may distribute the interest in TPHGreenwich to our shareholders in 2025. At the same time, we are implementing various cost efficiencies using Steel’s proven business optimization practices and exploring with Steel potential business expansions and alternatives in order to maximize stockholder value. These may include, for example, acquisition of additional business assets, contribution by Steel or a third party of additional business assets to Trinity, or other business combinations. There
Current report
is no assurance that we will successfully complete any such acquisition, contribution, or combination, or that any such transaction will ultimately be successful.
Current report
Real estate tax expense decreased by approximately $2.0 million to $363,000 for the year ended December 31, 2024, from $2.4 million for the year ended December 31, 2023. The decrease in real estate tax expense was due to the Recapitalization Transactions mentioned above as real estate tax expenses are recorded at TPHGreenwich. There were also less unsold residential condominium units paying real estate taxes which was partially offset by higher assessed values for the unsold residential condominium units and there were less capitalized real estate tax expenses for those units at 77 Greenwich for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Current report
Gain on contribution to joint venture was approximately $21.0 million for the year ended December 31, 2024, and represents the gain in the value of the Company relating to the Recapitalization Transactions that closed on February 14, 2024.
Current report
Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the amortization of deferred finance costs.
Current report
We recorded $218,000 in tax expense for the year ended December 31, 2024, compared to $183,000 for the year ended December 31, 2023.
Current report
Net cash used in operating activities increased by approximately $2.4 million to $7.9 million for the year ended December 31, 2024, compared to $5.5 million for the year ended December 31, 2023. This increase was mainly due to the Recapitalization Transactions that occurred on February 14, 2024, whereby Trinity transferred assets and liabilities, including restricted cash, to the TPHGreenwich.
Current report
Critical Accounting Estimates
Current report
The Company uses the equity method of accounting to record its equity investments in entities in which it has significant influence but doesnot hold a controlling financial interest, including equity investments in VIEs in which the Company isnot the primary beneficiary. Under the equity method, an investment is reflected on the statement of financial condition of an investor as a single amount, and an investor’s share of earnings or losses from its investment is reflected in the statement of operations as a single amount. The investment is initially measured at cost and subsequently adjusted for the investor’s share of the earnings or losses of the investee and distributions received from the investee. The investor recognizes its share of the earnings or losses of the investee in the periods in which they are reported by the investee in its financial statements rather than in the period in which an investee declares a distribution. Intra-entity profits and losses on assets still remaining with an investor or investee are eliminated.
Current report
The Company recognizes its share of earnings or losses from certain equity method investments based on the hypothetical-liquidation-at-book value (“HLBV”) method. Under this method, earnings or losses are recognized based on how an entity would allocate and distribute its cash if it were to sell all of its assets and settle its liabilities for their carrying amounts and liquidate at the reporting date. This method is used to calculate the Company’s share of earnings or losses from equity method investments when the contractual cash disbursements to the investors are different than the investors’ stated ownership percentage. This method of accounting is used for our investment in TPHGreenwich given the non-pro rata distribution provision in the JV Operating Agreement in favor of Investor, and there is no obligation to fund losses or operations of the joint venture. Under the HLBV method we do not record our proportionate share of TPHGreenwich losses and we will not recognize losses from the joint venture in excess of our investment basis. As of December 31, 2024, our investment in TPHGreenwich has been reduced to $0, and our unrecorded share of suspended losses was approximately $27.6 million.
Current report
The Company reviews its investments on an ongoing basis for indicators of other-than-temporary impairment. This determination requires significant judgment in which the Company evaluates, among other factors, the fair market value of its investments, general market conditions, the duration and extent to which the fair value of an investment is less than cost, and the Company’s intent and ability to hold an investment until it recovers. The Company also considers specific adverse conditions related to the financial health and business outlook of the investee, including industry and market performance, rating agency actions, and expected future operating and financing cash flows. If a decline in the fair value of an investment is determined to be other-than-temporary, an impairment loss is recorded to reduce the investment to its fair value, and a new cost basis in the investment is established.
Current report
Under the equity method, investments in real estate ventures are recorded initially at the fair value of the assets contributed and subsequently adjusted for equity in earnings, contributions, distributions, and impairments. The Company generally allocates income and losses from the unconsolidated real estate ventures based on the venture's distribution priorities, which may be different from its stated ownership percentage.
Current report
In connection with the Recapitalization Transaction, as defined in Item 1. Business, Recapitalization Transactions, all real estate assets and related liabilities contributed to TPHGreenwich were transferred at fair value. This resulted in a gain on contribution to joint venture of approximately $21.0 million and was recorded during the year ended December 31, 2024.
Removed paragraphs (70)
Previous report
Prior to the closing of the Recapitalization Transactions on February 14, 2024, our real estate assets and related liabilities were held by the Company, indirectly through wholly-owned subsidiaries, and following the Recapitalization Transactions, our real estate assets and related liabilities are held through TPHGreenwich, which is owned 95% by the Company, with an affiliate of the lender under the Company’s Corporate Credit Facility owning a 5% interest in, and acting as manager of, such entity. These real estate assets include (i) 77 Greenwich, (ii) 237 11 th, and (iii) the Paramus Property. See Item 2. Properties above for a more detailed description of these properties. We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms. In addition, we also had approximately $316.6 million of federal NOLs at December 31, 2023, as well as approximately $318.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains.
Previous report
more detail in “Item 1. Business”.
Previous report
We believe that the Recapitalization Transactions allow for an improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet. In addition, the parties agreed to certain provisions in the Stock Purchase Agreement to accommodate a new strategic partner that may invest in the Company.
Previous report
We believe that the closing of the Recapitalization Transactions has put the Company on a stronger financial footing. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.
Previous report
Following the Recapitalization Transactions, our primary business is owning over $600 million of federal, and various state and local NOLs and a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich and acting as asset manager for the properties owned by TPHGreenwich. With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital. The Company has engaged the Advisors in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the Company. There is no assurance that we will be successful in consummating any such strategic transaction on terms or a timeframe acceptable to us or at all.
Previous report
Real estate tax expense increased by approximately $658,000 to $2.4 million for the year ended December 31, 2023 from $1.7 million for the year ended December 31, 2022. This increase was mainly due increased real estate tax rates at 77 Greenwich as well as less capitalized real estate tax expenses for 77 Greenwich for the year ended December 31, 2023 as compare to the year ended December 31, 2022.
Previous report
Transaction related costs increased by approximately $43,000 to $206,000 for the year ended December 31, 2023 from $163,000 for the year ended December 31, 2022. These costs represent professional fees and other costs incurred in connection with the underwriting and evaluation of potential acquisitions and investments for transactions that were not consummated, as well as costs for potential leases at our retail properties that were not consummated.
Previous report
We recorded a $183,000 tax expense for the year ended December 31, 2023 compared to $288,000 for the year ended December 31, 2022.
Previous report
The COVID-19 pandemic and related matters, including government actions, delayed the completion date of 77 Greenwich, resulting in our needing to fund condominium related carry costs, inclusive of operating costs and real estate taxes, through a delayed and longer sellout period. In addition, shifts in residential consumer sentiment and changes to the broader and local economies, have had a significant adverse impact on our business. More recently, world events, the economic downturn, regional bank failures, an unprecedented rapid increase in interest rates, tighter lending standards and a corresponding decrease in lending, higher but moderating levels of inflation, and current financial market challenges have also materially adversely impacted our business. While we believe many of these trends will reverse or stabilize over time, the New York City economy and residential real estate markets have been negatively affected by these trends. Given our focus on New York City residential real estate, our business has been materially adversely impacted.
Previous report
Construction at 77 Greenwich has taken longer than projected due to the impact of the pandemic. Sales of residential condominiums at 77 Greenwich have been impeded due to broader economic conditions and outlook, including significantly higher interest rates and the ability to obtain financing due to tighter lending standards. Ten residential condominium units were sold during 2023, for a total of 38 units as of December 31, 2023, and one additional unit since December 31, 2023. The units that remain available to be sold are larger, higher floor units. The substantial majority of the construction is completed with exterior punch-list work and the 12 th floor terrace expected to be completed within the
Previous report
next few months. Following the failure of Silicon Valley Bank in March 2023 and subsequent additional bank failures and related stresses, the pace of signing and closing contracts on residential condominium units has slowed markedly, with seven contracts being closed since that time period. Although we anticipate the pace will normalize to historical trends, predictions are inherently uncertain and there can be no assurances that it will do so in the near term or at all.
Previous report
Material Cash Requirements
Previous report
The Company’s material cash requirements include the following contractual and debt obligations outstanding as of December 31, 2023, which reflect the maturity dates of the loans and Corporate Credit Facility pursuant to the Recapitalization Transactions, and, other than the Operating Lease and the guaranty under the Secured Line of Credit, became obligations of TPHGreenwich subsequent to the closing of the Recapitalization Transactions (dollars in thousands):
Previous report
Capital Expenditures
Previous report
We estimate that for the year ending December 31, 2024, we will not require any funds for capital expenditures and development or redevelopment expenditures (including tenant improvements and leasing commissions) on existing properties, other than for 77 Greenwich which will be funded under the 77G Mortgage Loan. We currently anticipate that the proceeds available under the 77G Mortgage Loan, together with equity funded by us to date, will be sufficient to close out the construction project at 77 Greenwich without TPHGreenwich or us making any further cash contributions.
Previous report
Credit Facility and Loans Payable
Previous report
Corporate Credit Facility
Previous report
In December 2019, we entered into our Corporate Credit Facility, or CCF, with the Company Investor, an affiliate of a global institutional investment management firm as initial lender (the “CCF Lender”) and Trimont Real Estate Advisors, LLC, as administrative agent (the “Corporate Facility Administrative Agent”), pursuant to which the CCF Lender agreed to extend us credit in multiple draws aggregating $70.0 million. Prior to the Recapitalization Transactions, the CCF was scheduled to mature on December 19, 2024, subject to extensions until December 19, 2025 and June 19, 2026, respectively, under certain circumstances. The CCF provided for the proceeds of the Corporate Credit Facility to be used for investments in certain multi-family apartment buildings in the greater New York City area and certain non-residential real estate investments approved by the CCF Lender in its reasonable discretion, as well as in connection with certain property recapitalizations and in specified amounts for general corporate purposes and working capital. Prior to the Recapitalization Transactions, the CCF bore interest at an aggregate rate per annum equal to (i) a PIK interest rate of 5.25% and (ii) a scheduled cash pay interest rate based on six-month periods from the initial closing date, which initially equaled 4.0% and increased by 125 basis points in each succeeding six-month period following the six-month anniversary of the initial closing date, subject to increase during the extension periods. A commitment fee in the amount of $2.45 million was payable 50% on the initial draw and 50% as amounts under the CCF are drawn, with any remaining balance due on the last date of the draw period, and a 1.0% exit fee is payable in respect of CCF repayments. As of December 31, 2023, we had paid $1.85 million of the commitment fee. With the reduction of the committed amount under the CCF as described below, no further commitment fee is due. The CCF may be prepaid at any time subject to a prepayment premium on the portion of the CCF being repaid.
Previous report
In connection with the December 2020 transaction noted under “77G Mezzanine Loan” below, the Company entered into an amendment to the Corporate Credit Facility (the “2020 CCF Amendment”) pursuant to which, among other things, (i) the CCF Lender and the Corporate Facility Administrative Agent permitted the Company to enter into the 77G Mezzanine Loan Agreement (as defined below) and related documents, (ii) the commitment made by the CCF Lender under the Corporate Credit Facility was reduced by the amount of the 77G Mezzanine Loan (as defined below) from $70.0 million to $62.5 million, subject to increase by $25.0 million upon satisfaction of certain conditions and the consent of the CCF Lender, and (iii) the multiple on invested capital, or MOIC, amount that would be due and payable by the Company upon the final repayment of the loan pursuant to the CCF if no event of default exists and is continuing under the CCF at any time prior to December 22, 2022, was amended to combine the CCF and the 77G Mezzanine Loan for purposes of calculating the MOIC, to the extent not previously paid, if any. See Note 11 – Loans Payable and Secured Line of Credit to our consolidated financial statements for further discussion.
Previous report
In connection with the closing of the 77G Mortgage Loan and amendment to the 77G Mezzanine Loan described below, we entered into amendments to our CCF in October 2021 and November 2021, pursuant to which, among other things, the parties agreed that (a) no additional funds would be drawn under the CCF, (b) the minimum liquidity requirement was made consistent with the 77G Mortgage Loan Agreement until May 1, 2023, (c) the Company would repay the outstanding
Previous report
principal balance of the CCF in an amount no less than $7.0 million on or prior to May 1, 2023 and (d) the MOIC provisions were revised to provide that (i) the MOIC amount due upon final repayment of the CCF was amended to be consistent with the 77G Mezzanine Loan such that if no event of default exists and is continuing under the CCF at any time prior to June 22, 2023, the amount due will be combined with the 77G Mezzanine Loan, to the extent not previously paid, if any, and (ii) the amount of the CCF used to calculate the MOIC was reduced to $35.75 million. In November 2022, we entered into an amendment which eliminated the minimum liquidity requirement.
Previous report
In April 2023, the Company entered into a sixth amendment to the CCF, pursuant to which, among other things, the cash interest payments and the $7.0 million prepayment due May 1, 2023 were deferred until August 31, 2023, subject to extension in certain circumstances, and which also provided that the Company would enter into a strategic transaction that results in the repayment of the CCF or prepay the CCF by $5 million from equity proceeds by such date. Under the amendment, the CCF Lender was also granted the right to appoint an independent director to the Company’s board of directors, in addition to its existing right to appoint a director or Board observer.
Previous report
In June 2023, the Company entered into a seventh amendment to the CCF, which provided, among other things, that (i) the CCF be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the 237 11 th property, including the purchase of an interest rate cap, (ii) certain covenants and other terms of the CCF were revised, including that on or before June 30, 2023, the Company would meet with the CCF Lender to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments
Previous report
In August 2023, the Company entered into a forbearance agreement, pursuant to which the CCF Lender agreed to forbear from exercising its rights and remedies during the forbearance period with respect to certain specified defaults for the related forbearance period ending on December 31, 2023, which was subsequently extended to January 31, 2024.
Previous report
In December 2023, the Company entered into an eighth amendment to the CCF, which provided, among other things, for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the amendment and the second $375,000 to be provided upon and subject to Board approval of definitive agreements in respect of certain proposed transactions with the Company Investor and/or its affiliates, on the terms set forth in the non-binding term sheet and the filing of preliminary materials with the SEC for the solicitation of the vote or consent of the Company’s stockholders, if required. The amendment also amended the Company’s CCF forbearance agreement with respect to certain additional defaults in respect of which the lender was forbearing. The terms of the CCF forbearance agreement were otherwise unchanged.
Previous report
As of December 31, 2023, the CCF was fully drawn and had an outstanding balance of $41.1 million at December 31, 2023, excluding deferred finance fees of $334,000. Accrued interest, which is included in accounts payable and accrued expenses, totaled approximately $10.4 million at December 31, 2023.
Previous report
In connection with the Recapitalization Transactions, the Company entered into a Borrower Assignment and Assumption Agreement (the “Borrower Assignment and Assumption Agreement”), pursuant to which the Company assigned all of its rights, interests, duties, obligations and liabilities in, to and under the CCF, and each other document and instrument related to the CCF, to TPHGreenwich.
Previous report
In addition, TPHGreenwich entered into an amended and restated credit agreement, among TPHGreenwich, as borrower, certain subsidiaries of TPHGreenwich party thereto, as guarantors, the Company Investor, as lender and Mount Street US (Georgia) LLP (“Mount Street”), as administrative agent (the “Amended CCF”), pursuant to which the CCF was amended and restated in its entirety in order to, among other things, (i) release certain subsidiaries of the Company that were guarantors under the CCF from their guarantee obligations thereunder, (ii) extend the maturity date to June 30, 2026, and (iii) cause TPHGreenwich to incur an advance of $272,609. The Amended CCF bears interest at a rate per annum equal to (i) an all PIK interest rate equal to 10.325% per annum, or (ii) at TPHGreenwich’s election, a cash pay interest rate of 4.875% per annum and a PIK interest rate of 5.45% per annum. In connection with the Borrower Assignment and
Previous report
Assumption Agreement, the Company also entered into a Holdco Pledge Agreement, pursuant to which the Company agreed to pledge all of its membership interests in TPHGreenwich to Mount Street.
Previous report
Warrants
Previous report
In December 2019, we entered into a Warrant Agreement (the “Warrant Agreement”) with the CCF Lender (the “Warrant Holder”) pursuant to which we issued ten-year warrants (the “Warrants”) to the Warrant Holder to purchase up to 7,179,000 shares of our common stock. In December 2020, the Company entered into an amendment to the Warrant Agreement, pursuant to which the exercise price of the warrants was amended from $6.50 per share to $4.50 per share. In connection with the Company’s private placement in October 2021, the exercise price of the warrants was further reduced to $4.31 per share. In connection with the June 2023 amendment to the CCF, the parties entered into an amendment to the Warrant Agreement, pursuant to which the number of shares of common stock purchasable under the Warrants was reduced by 750,000 shares, and the Company issued 750,000 shares of common stock to the CCF Lender.
Previous report
The Warrant Agreement was terminated as part of the Recapitalization Transactions.
Previous report
77G Mortgage Loan
Previous report
In October 2021, TPHGreenwich Owner LLC, the subsidiary that owns 77 Greenwich (the “77G Mortgage Borrower”), entered into a loan agreement with Macquarie PF Inc., a part of Macquarie Capital, the advisory, capital markets and principal investment arm of Macquarie Group, as lender and administrative agent (the “77G Mortgage Lender”), pursuant to which 77G Mortgage Lender agreed to extend credit to 77G Mortgage Borrower in the amount of up to $166.7 million (the “77G Mortgage Loan”), subject to the satisfaction of certain conditions (the “77G Mortgage Loan Agreement”). On the closing date of the 77G Mortgage Loan, the 77G Mortgage Borrower borrowed $133.1 million and a portion of the proceeds of the 77G Mortgage Loan was used to repay the 77 Greenwich construction facility that the Company entered into in December 2017. At the time of the closing of the 77G Mortgage Loan in October 2021, $33.6 million was available to be used to, among other things, complete construction of 77 Greenwich and fund carry costs while the residential condominium units are being sold. As of December 31, 2023, $30.6 million of such amount had been drawn and the $3.0 million additional amount remained undrawn. The 77G Mortgage Loan had a two-year term and originally matured on October 1, 2023. The 77G Mortgage Loan is secured by the 77G Mortgage Borrower’s fee interest in 77 Greenwich.
Previous report
In May 2023, the loan benchmark was converted from LIBOR to SOFR. The all-in interest rate was 14.34% at December 31, 2023. The 77G Mortgage Loan bore interest at a rate per annum equal to the greater of (i) 9.00% in excess of SOFR and (ii) 9.25%. If cash flow from 77 Greenwich (including proceeds from the sales of residential units) is insufficient to pay interest payments when due, any accrued but unpaid interest will remain unpaid and interest will continue to accrue on such unpaid amounts (“PIK Interest”) until the cumulative PIK Interest and Additional Unused Fee accrues to $4.5 million (the “Threshold Amount”), after which all such amounts in excess of the Threshold Amount shall be paid in cash on a monthly basis until such amounts are less than the Threshold Amount.
Previous report
As advances of the 77G Mortgage Loan are made to 77G Mortgage Borrower and the outstanding principal balance of the 77G Mortgage Loan increases, net proceeds from the sales of condominium units will be paid to 77G Mortgage Lender to reduce the outstanding balance of the 77G Mortgage Loan. A 1% per annum fee (the “Additional Unused Fee”) on a $3.0 million portion (the “Additional Amount”) of the 77G Mortgage Loan, is payable on a monthly basis on the undrawn portion of such Additional Amount. As the 77G Mortgage Loan was not fully funded by October 22, 2022 (April 22, 2023 in the case of amounts with respect to construction work related to the new handicapped accessible subway entrance on Trinity Place), 77G Mortgage Lender elected to force fund the 77G Mortgage Loan at that time.
Previous report
The 77G Mortgage Loan is prepayable without penalty, subject to 77G Mortgage Lender receiving a minimum total return of $15.26 million, or if an advance has been made of the Additional Amount, the sum of $15.26 million, plus 10% of the Additional Amount that has been disbursed, in each case, inclusive of interest and fees, and must be prepaid in part in certain circumstances such as in the event of the sale of residential and retail condominium units.
Previous report
The 77G Mortgage Borrower was required to achieve completion of the construction work and the improvements for the project on or before July 1, 2022, subject to certain exceptions. In November 2022, the 77G Mortgage Loan was amended to, among other things, extend the final completion date to September 29, 2023 and eliminate the liquidity requirement.
Previous report
At that time, the 77G Mortgage Borrower drew down $3.0 million under the letter of credit to fund an interest reserve and $1.0 million to pay down the PIK balance.
Previous report
In September 2023, the Company and the 77G Mortgage Borrower entered into a forbearance agreement for the purpose of providing additional time for the Company to pursue a potential strategic transaction, pursuant to which the 77G Mortgage Lender agreed to forbear from exercising its rights and remedies, until November 15, 2023 or the occurrence of other events specified therein, with respect to any failure by the 77G Mortgage Borrower, to (i) make payments under the 77G Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity and (ii) achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the 77G Mortgage Loan Agreement) or make the related prepayment as and when required. On November 15, 2023, the forbearance period under the 77G Mortgage Loan forbearance agreement terminated in accordance with the terms of the agreement.
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Reworded paragraphs (28)
Previous wording
We are a real estate holding, investment, development and asset management company.
Current wording
We are a real estate holding, investment, development and asset management company. As of December 31, 2024, our sole investment is a 95% ownership interest in TPHGreenwich, which is accounted for as an equity method investment. As part of a series of transactions described below, on February 14, 2024, TPHGreenwich Holdings LLC (“TPHGreenwich”), a previously 100% owned subsidiary of ours, became owned 95% by us, with an affiliate of the lender under our corporate credit facility(the “Corporate Credit Facility” or “CCF”)owning a 5% interest in, and acting as manager of, such entity. This entity holds our previously consolidated real estate assets and related liabilities, which prior to the sales described below, includes (i) the property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11 th Street in Brooklyn, New York (“237 11 th”), and (iii) a property occupied by retail tenants in Paramus, New Jersey (the “Paramus Property”).
Previous wording
On February 14, 2024, we consummated the Recapitalization Transactions contemplated by the Stock Purchase Agreement between the Company, the Company Investor and the JV Investor, pursuant to which (i) the Company Investor purchased 25,112,245 shares of common stock for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into the JV Operating Agreement, pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, as described in more detail in “Item 1. Business”, and which JV continues to own, indirectly, all of the real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into the Asset Management Agreement with the TPH Manager, our wholly-owned subsidiary, pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in
Current wording
On February 14, 2024, we consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “Legacy Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility ( “TPHS Lender”) and TPHS Investor LLC, an affiliate of TPHS Lender (the “JV Investor”, and together with TPHS Lender, the “Legacy Investor”), pursuant to which (i) the Legacy Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the “Legacy Investor Shares”) for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the “JV Operating Agreement”), pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, as described in more detail below, and TPHGreenwich continues to own, indirectly, all of the previously consolidated real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into an asset management agreement (the “Asset Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”), pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in more detail below (collectively, the “Recapitalization Transactions”).
Previous wording
Under this Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the substantial federal, state and local tax NOLs, intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the 77G Mortgage Loan and 77G Mezzanine Loan for 77 Greenwich was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.
Current wording
Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the “77G Mortgage Loan”) and mezzanine loan agreement (the “77G Mezzanine Loan”) for 77 Greenwich, both of which were assumed by TPHGreenwich, was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.
Previous wording
Rental revenues in total increased by approximately $440,000 to $5.9 million for year ended December 31, 2023 from $5.5 million for the year ended December 31, 2022. This consisted of an increase in rent revenues of approximately $469,000 to $5.8 million for the year ended December 31, 2023 from $5.3 million for the year ended December 31, 2022, as well as a decrease in tenant reimbursements of approximately $29,000 to $196,000 for the year ended December 31, 2023 from $225,000 for the year ended December 31, 2022. The increase in total rental revenues and its related components was due to higher base rents and fewer rent concessions at 237 11 th during the year ended December 31, 2023 compared to the year ended December 31, 2022 due to completion of remediation of the construction related defects in December 2021.
Current wording
Rental revenues in total decreased by approximately $5.1 million to $798,000 for the year ended December 31, 2024, from $5.9 million for the year ended December 31, 2023. This consisted of a decrease in rent revenues of approximately $5.0 million to $741,000 for the year ended December 31, 2024, from $5.7 million for the year ended December 31, 2023, as well as a decrease in tenant reimbursements of approximately $139,000 to $57,000 for the year ended December 31, 2024, from $196,000 for the year ended December 31, 2023. The decrease in total rental revenues and its related components was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the rental revenues.
Previous wording
Other income decreased slightly by approximately $5,000 to $177,000 for the year ended December 31, 2023 from $182,000 for the year ended December 31, 2022. This decrease is due to a decrease in the SCA’s construction supervision fee partially offset by a contractual payment received as a result of the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023.
Current wording
Other income increased by approximately $1.1 million to $1.3 million for the year ended December 31, 2024, from $177,000 for the year ended December 31, 2023. For the year ended December 31, 2024, this income represents the management fee earned from TPHGreenwich. For the year ended December 31, 2023, this income was made up of a contractual payment received as a result of the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023, as well as the SCA’s construction supervision fee.
Previous wording
Sales of residential condominium units at 77 Greenwich decreased by approximately $9.8 million to $27.5 million for the year ended December 31, 2023 from $37.3 million for the year ended December 31, 2022. We closed on 10 and 14 residential condominium units during the year ended December 31, 2023 and 2022, respectively. Units that we closed during 2022 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.
Current wording
Sales of residential condominium units at 77 Greenwich decreased by approximately $26.1 million to $1.4 million for the year ended December 31, 2024, from $27.5 million for the year ended December 31, 2023. We closed on one and ten residential condominium units during the year ended December 31, 2024 and 2023, respectively. The decrease in total sales of residential condominium units at 77 Greenwich was due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the sales of residential condominium units. Units that we closed on during 2023 were generally lower priced, smaller units on the building’s lower floors.
Previous wording
Property operating expenses decreased by approximately $231,000 to $4.0 million for the year ended December 31, 2023 from $4.2 million for the year ended December 31, 2022. The decrease was principally due to lower marketing expenses related to sales of condominiums at 77 Greenwich partially offset by increased legal expenses associated with the ongoing legal claims against the seller of the property at 237 11 th, as well as less capitalized operating costs associated with 77 Greenwich during the year ended December 31, 2023 compared to the year ended December 31, 2022. Property operating expenses consisted primarily of expenses incurred for utilities, payroll and general operating expenses as well as repairs and maintenance and leasing commission at 237 11 th, general operating expenses at 77 Greenwich, including marketing costs, and to a lesser extent expenses related to the Paramus, New Jersey property.
Current wording
Property operating expenses decreased by approximately $3.5 million to $480,000 for the year ended December 31, 2024, from $4.0 million for the year ended December 31, 2023. The decrease in property operating expenses was mainly due to the Recapitalization Transactions mentioned above, and to a lesser extent lower marketing and operating costs at 77 Greenwich due to nine fewer residential condominium units having closed. This was partially offset by no capitalized operating costs associated with 77 Greenwich during the year ended December 31, 2024, compared to the year ended December 31, 2023. Property operating expenses consisted primarily of expenses incurred for utilities, payroll, and general operating expenses as well as repairs and maintenance and leasing commission at 237 11 th, general operating expenses at 77 Greenwich, including marketing costs, and to a lesser extent expenses related to the Paramus, New Jersey property.
Previous wording
General and administrative expenses increased by approximately $283,000 to $6.0 million for the year ended December 31, 2023 from $5.8 million for the year ended December 31, 2022. For the year ended December 31, 2023, approximately $365,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.8 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.3 million related to legal, accounting and other professional fees. For the year ended December 31, 2022, approximately $463,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.5 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.2 million related to legal, accounting and other professional fees.
Current wording
General and administrative expenses decreased by approximately $667,000 to $5.4 million for the year ended December 31, 2024, from $6.0 million for the year ended December 31, 2023. For the year ended December 31, 2024, approximately $140,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.6 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.0 million related to legal, accounting and other professional fees. For the year ended December 31, 2023, approximately $365,000 related to stock-based compensation, $2.6 million related to payroll and payroll related expenses, $1.8 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.3 million related to legal, accounting and other professional fees.
Previous wording
Pension related costs decreased by approximately $779,000 to income of $231,000 for the year ended December 31, 2023 compared to expense of $548,000 for the year ended December 31, 2022. These costs represent professional fees and other periodic pension costs and adjustments incurred in connection with the legacy Syms Pension Plan (see Note 9 – Pension Plan to our consolidated financial statements for further information).
Current wording
Pension related costs increased by approximately $328,000 to $97,000 for the year ended December 31, 2024, compared to income of $231,000 for the year ended December 31, 2023. These costs represent professional fees and other periodic pension costs incurred in connection with the legacy Syms Pension Plan (see Note 9 – Pension Plan to our consolidated financial statements for further information).
Previous wording
Cost of sales – residential condominium units decreased by approximately $8.0 million to $27.3 million for the year ended December 31, 2023 from $35.2 million for the year ended December 31, 2022. We closed on 10 and 14 residential condominium units during the year ended December 31, 2023 and 2022, respectively. Cost of sales consists of construction and capitalized operating costs that are allocated to the respective condominium units being sold, as well as closing costs of the residential condominium units. Units that we closed during 2022 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.
Current wording
Cost of sales – residential condominium units decreased by approximately $25.8 million to $1.4 million for the year ended December 31, 2024, from $27.3 million for the year ended December 31, 2023. We closed on one and ten residential condominium units during the years ended December 31, 2024 and 2023, respectively. This decrease in costs of sales is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the cost of sales of residential condominium units. Cost of sales consists of construction and capitalized operating costs that are allocated to the respective condominium units being sold, as well as closing costs of the residential condominium units. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors.
Previous wording
Depreciation and amortization decreased by approximately $279,000 to $3.7 million for the year ended December 31, 2023 from $4.0 million for the year ended December 31, 2022. For the year ended December 31, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $835,000, depreciation for 237 11 th of approximately $1.7 million, the amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11 th, and amortization of warrants for $456,000. For the year ended December 31, 2022, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $1.1 million, depreciation for 237 11 th of approximately $1.7 million, the amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11 th, and amortization of warrants of approximately $456,000.
Current wording
Depreciation and amortization decreased by approximately $2.9 million to $771,000 for the year ended December 31, 2024, from $3.7 million for the year ended December 31, 2024. The decrease in depreciation and amortization expense was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the depreciation and amortization expense. For the year ended December 31, 2024, depreciation and amortization expense consisted of depreciation for 237 11 th of approximately $207,000, the amortization of lease commissions and acquired in-place leases of approximately $95,000 for 237 11 th, the amortization of warrants of approximately $456,000 and depreciation for the corporate office furniture, fixtures and computer equipment of $13,000. For the year ended December 31, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $835,000, depreciation for 237 11 th of approximately $1.7 million, the amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11 th, and amortization of warrants of approximately $456,000.
Previous wording
Equity in net loss from unconsolidated joint ventures increased by approximately $808,000 to $4,000 for the year ended December 31, 2023 from equity in net income of $804,000 for the year ended December 31, 2022. Equity in net loss from unconsolidated joint ventures represented our 10% share in 250 North 10 th, which was sold in February 2023, and our 50% share in The Berkley, which was sold in April 2022. For the year ended December 31, 2023, our share of the net loss is
Current wording
Equity in net loss from unconsolidated joint ventures was approximately $6.0 million for the year ended December 31, 2024. For the year ended December 31, 2024, equity in net loss from unconsolidated joint venture represented the impact of our contribution to the TPHGreenwich joint venture on February 14, 2024. For the year ended December 31, 2023, equity in net loss from unconsolidated joint ventures represented our 10% share in 250 North 10 th, which was sold in February 2023. For the year ended December 31, 2023, our share of the net loss is primarily comprised of operating income before depreciation of $121,000 offset by depreciation and amortization of $77,000 and interest expense of $48,000 for 250 North 10 th.
Previous wording
Equity in net gain on sale of unconsolidated joint venture property represents the February 2023 sale of our interest in the joint venture that owned 250 North 10 th to our joint venture partner resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan, where we recognized an approximate $3.1 million gain, and in April 2022 the sale of The Berkley property with our joint venture partner for a sale price of $70.8 million, where our share of the gain was approximately $4.5 million.
Current wording
Equity in net gain on sale of unconsolidated joint venture property of $3.1 million for the year ended December 31, 2023 represents the February 2023 sale of our interest in the joint venture that owned 250 North 10 th to our joint venture partner resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan, where we recognized an approximate $3.1 million gain.
Previous wording
Unrealized gain on warrants decreased by approximately $997,000 to $73,000 for the year ended December 31, 2023 from $1.1 million for the year ended December 31, 2022. This represents the change in the fair market valuation of the warrants due mainly to the change in our stock price on the measurement date.
Current wording
Unrealized gain on warrants was $73,000 for the year ended December 31, 2023. This represents the change in the fair market valuation of the warrants due mainly to the change in our stock price on the measurement date.
Previous wording
Interest expense, net increased by approximately $13.5 million to $29.2 million for the year ended December 31, 2023 from $15.7 million for the year ended December 31, 2022. For the year ended December 31, 2023, there was approximately $29.9 million of gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale. For the year ended December 31, 2022, there was approximately $20.6 million of gross interest expense incurred, $4.9 million of which was capitalized into residential condominium units for sale. The increase in gross interest expense was mainly due to higher overall interest rates on our loans after December 31, 2022.
Current wording
Interest expense, net decreased by approximately $25.3 million to $3.9 million for the year ended December 31, 2024, from $29.2 million for the year ended December 31, 2023. The decrease in interest expense was due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the interest expense. For the year ended December 31, 2024, there was approximately $3.9 million of gross interest expense incurred and no amounts were capitalized into residential condominium units for sale. For the year ended December 31, 2023, there was approximately $29.9 million of gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale.
Previous wording
Interest expense - amortization of deferred finance costs increased approximately $578,000 to $3.0 million for the year ended December 31, 2023 from $2.5 million for the year ended December 31, 2022. The increase was principally due to less capitalized amortization of finance costs for our loans as part of residential condominium units for sale.
Current wording
Interest expense - amortization of deferred finance costs decreased by approximately $2.7 million to $334,000 for the year ended December 31, 2024, from $3.0 million for the year ended December 31, 2023, which was principally due to the
Previous wording
Net loss attributable to common stockholders increased by approximately $18.3 million to $39.0 million for the year ended December 31, 2023 from $20.7 million for the year ended December 31, 2022. This is a result of the changes discussed above, principally due to the increased net interest expense, amortization of deferred finance costs and increased operating expenses at 77 Greenwich, as well as a smaller gain on the sale of our joint venture property in 2023 compared to 2022.
Current wording
Net income attributable to common stockholders increased by approximately $44.6 million to $5.6 million for the year ended December 31, 2024, from a net loss of $39.0 million for the year ended December 31, 2023. This is a result of the changes discussed above, principally due to the gain on disposition recognized from the Recapitalization Transactions mentioned above and interest expense, partially offset by equity in net loss from unconsolidated joint ventures.
Previous wording
As of December 31, 2023, we had total cash and restricted cash of $8.3 million, of which approximately $264,000 was cash and cash equivalents and approximately $8.1 million was restricted cash.
Current wording
As of December 31, 2024, we had total cash and restricted cash of $403,000, of which approximately $277,000 was cash and cash equivalents and approximately $126,000 was restricted cash.
Previous wording
In connection with the closing of the Recapitalization Transactions, the Company believes that it will have sufficient cash and cash equivalents to fund the Company’s operations for the next 12 months. As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.
Current wording
As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich. As of March 24, 2025, our cash and cash equivalents totaled approximately $497,000. We have a limited amount of unrestricted cash and liquidity available for working capital and our cash needs are variable under different circumstances. In connection with the Steel Partners Transaction, on February 18, 2025, the Company issued a Senior Secured Promissory Note (the “Steel Promissory Note”) to Steel Connect, LLC (the “Steel Lender”), an affiliate of Steel Partners and Steel Purchaser, pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of March 24, 2025, $1.0 million was outstanding under the Steel Promissory Note.
Previous wording
Net cash provided by investing activities decreased by approximately $10.2 million to $7.1 million for the year ended December 31, 2023 from $17.3 million for the year ended December 31, 2022. The decrease in cash provided by investing activities was due to $17.4 million in sale proceeds from the sale of our 50% interest in The Berkley in April 2022 as compared to $7.2 million in sale proceeds from the sale of our 10% interest in the 250 North 10 th joint venture property in February 2023.
Current wording
Net cash used in investing activities increased by approximately $14.0 million to $6.9 million for the year ended December 31, 2024, compared to net cash provided by investing activities of $7.1 million for the year ended December 31, 2023. The cash used in investing activities was due to the Recapitalization Transactions that occurred on February 14, 2024, whereby Trinity transferred cash to TPHGreenwich. The cash provided by investing activities for the year ended December 31, 2023, was due to $7.2 million in sale proceeds from the sale of our 10% interest in the 250 North 10 th joint venture property in February 2023.
Previous wording
Net cash used in financing activities decreased by approximately $6.2 million to $15.3 million for the year ended December 31, 2023 from $21.5 million for the year ended December 31, 2022. The decrease in net cash used in financing activities primarily relates to the approximate $22.5 million in repayments of loans and notes payable partially offset by $7.4 million in borrowings for the year ended December 31, 2023 as compared to $51.9 million in repayments of loans and the secure line of credit partially offset by $30.7 million of borrowings for the year ended December 31, 2022.
Current wording
Net cash provided by financing activities increased by approximately $22.2 million to $6.9 million for the year ended December 31, 2024, compared to net cash used in financing activities of $15.3 million for the year ended December 31, 2023. The increase in net cash provided by financing activities primarily relates to the proceeds from loans and corporate credit facility of approximately $2.5 million as well as the approximate $4.4 million, net of expenses, from the sale of common stock related to the Recapitalization Transactions during the year ended December 31, 2024, as compared to the approximate $22.5 million in repayments of loans, corporate credit facility and notes payable for the year ending December 31, 2023, partially offset by $7.4 million in borrowings from the loans, corporate credit facility and secured line of credit for the year ending December 31, 2023.
Previous wording
We believe that our U.S. federal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million and believe our U.S. federal NOLs were approximately $316.6 million and $267.4 million of state NOLs and New York State and New York City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, respectively, as of December 31, 2023. In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against taxable capital gains of approximately $18.5 million. Since 2009 through December 31, 2023, we have utilized approximately $20.1 million of the federal NOLs.
Current wording
We believe that our U.S. federal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million. As of December 31, 2024, we believe that our U.S. federal NOLs and state NOLs were approximately $329.0 million and $291.3 million, respectively, and our New York State and New York City prior NOL conversion subtraction pools were approximately $27.9 million and $22.9 million, respectively. Since 2009 through December 31, 2024, we have utilized approximately $20.1 million of the federal NOLs.
Previous wording
Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $91.3 million was recorded as of December 31, 2023.
Current wording
Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $90.2 million was recorded as of December 31, 2024. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets would be recognized as a reduction of income tax expense and an increase in the deferred tax asset.
Previous wording
We believe that certain of the transactions that occurred in connection with our emergence from bankruptcy in September 2012, including the rights offering and the redemption of the Syms shares owned by the former majority shareholder of Syms in accordance with the Plan, resulted in us undergoing an “ownership change,” as that term is used in Section 382 of the Code. However, while the analysis is complex and subject to subjective determinations and uncertainties, we believe that we should qualify for treatment under Section 382(l)(5) of the Code. As a result, we believe that our NOLs are not subject to an annual limitation under Section 382. However, if we were to undergo a subsequent ownership change in the future, our ability to utilize our NOLs could be subject to limitation under Section 382. In addition, the TCJA limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year. However, the CARES Act suspended the 80% limitation on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years.
Current wording
We believe that certain of the transactions that occurred in connection with our emergence from bankruptcy in September 2012, including the rights offering and the redemption of the Syms shares owned by the former majority shareholder of Syms in accordance with the Plan, resulted in an “ownership change,” as that term is used in Section 382 of the Code. However, while the analysis is complex and subject to subjective determinations and uncertainties, we believe that we should qualify for treatment under Section 382(l)(5) of the Code. As a result, we believe that our NOLs are not subject to an annual limitation under Section 382. However, if we were to undergo a subsequent ownership change in the future, our ability to utilize our NOLs could be subject to limitation under Section 382. In addition, the TCJA limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year.
Previous wording
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements. Set forth below is a summary of the accounting
Current wording
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in Note 2 – Summary of Significant Accounting Policies in our consolidated financial statements. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty.
Previous wording
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 increased other disclosures. As of both December 31, 2023 and 2022, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2023, our tax returns for the years ended December 31, 2019 through December 31, 2022 are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 or 2019 through December 31, 2022, depending on the jurisdiction.
Current wording
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 increased other disclosures. As of both December 31, 2024 and 2023, we had determined that no liabilities are required in connection with unrecognized tax positions. As of December 31, 2024, our tax returns for the years ended December 31, 2019, through December 31, 2023, are subject to review by the Internal Revenue Service. Our state returns are open to examination for the years December 31, 2018 or 2019, through December 31, 2023, depending on the jurisdiction. Significant management estimates and judgments are involved to determine the provision for income taxes, deferred tax assets and liabilities and valuation allowances. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, forecasted financial conditions and results of operations in future periods, as well as results of audits and examinations of filed tax returns by taxing authorities.
Previous wording
In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in
Current wording
In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors”
Previous wording
their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other reports filed with the SEC. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, in the case of any documents incorporated by reference in this Annual Report on Form 10-K, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.
Current wording
in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other reports filed with the SEC. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, in the case of any documents incorporated by reference in this Annual Report on Form 10-K, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the consumer intellectual property assets and a 95% equity interest in TPHGreenwich.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
primarily comprised of operating income before depreciation of $121,000 offset by depreciation and amortization of $77,000 and interest expense of $48,000 for 250 North 10 th. For the year ended December 31, 2022, our share of the net income is primarily comprised of operating income before depreciation of $1.0 million offset by depreciation and amortization of $774,000, interest expense of $430,000, gain from the change in the fair market value of the interest rate swap of $77,000 and a gain on the settlement of the interest rate swap of $1.0 million upon the sale of The Berkley in April 2022.
Previous report — wording carried elsewhere
policies that management believes are critical to the preparation of the consolidated financial statements included in this report. Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty.