Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A detailed discussion of the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is not included herein and can be found in the Management's Discussion and Analysis section in the 2023 Annual Report on Form 10-K filed with the SEC on March 29, 2024.
Overview
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, o n 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”).
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.
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.
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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.
Recapitalization Transactions
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”).
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.
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.
Recent Developments
Steel Partners Transaction
See Item 1, “Business—Steel Partners Transaction” for more information regarding the Steel Partners Transactions.
Charter Amendment
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.
Management’s Plans and Objectives
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. T here
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is no assurance that we will successfully complete any such acquisition, contribution, or combination, or that any such transaction will ultimately be successful.
Results of Operations
Results of Operations for the Year Ended December 31, 2024, compared to the Year Ended December 31, 2023
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.
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.
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.
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.
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.
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.
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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).
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.
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.
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.
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 .
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.
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.
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.
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
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Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the amortization of deferred finance costs.
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.
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.
Liquidity and Capital Resources
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.
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.
Cash Position
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.
Cash Flows
Cash Flows for the Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023
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.
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.
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.
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Net Operating Losses
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.
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.
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.
Even if all of our regular U.S. federal income tax liability for a given year is reduced to zero by virtue of utilizing our NOLs, we may still be subject to state, local or other non-federal income taxes.
Our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75% stockholder.
Critical Accounting Policies and Estimates
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.
Critical Accounting Estimates
Income Taxes - We account for income taxes under the asset and liability method as required by the provisions of Accounting Standards Codification (“ASC”) 740, “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.
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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.
We are subject to certain federal, state and local income and franchise taxes.
Investments in Unconsolidated Joint Ventures - We accounted for our investments in unconsolidated joint ventures, namely, The Berkley, which was sold in April 2022, 250 North 10 th , which was sold in February 2023, and TPHGreenwich under the equity method of accounting (see Note 14 - Investments in Unconsolidated Joint Ventures for further information).
The Company uses the equity method of accounting to record its equity investments in entities in which it has significant influence but does not hold a controlling financial interest, including equity investments in VIEs in which the Company is not 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.
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 was approximately $27.6 million.
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.
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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.
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.
Accounting Standards Updates
See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, including information included or incorporated by reference in this Annual Report on or any supplement to this Annual Report, may include forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act, and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “estimates,” “potential,” or “continues,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others:
After the Steel Transaction, we have limited cash resources, our only source of funds is the Steel Promissory Note, and are reliant on external sources of capital to fund ongoing operations;
we have not generated an operating profit and consequently our business plan is difficult to evaluate and our long-term viability cannot be assured;
risks associated with the Company failing to realize the benefits of our recently completed strategic transaction ;
we are subject to risks associated with TPHGreenwich, including that we may not receive any distributions from TPHGreenwich;
TPHGreenwich’s revenues and the value of its portfolio are affected by a number of factors that affect investments in leased commercial and residential real estate generally;
the loss of key personnel upon whom we depend to operate our business would adversely affect our business;
our ability to utilize our NOLs to reduce future tax payments may be limited as a result of future transactions;
TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on such entities’ obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations;
covenants in the loan agreements could limit TPHGreenwich’s flexibility and adversely affect our financial condition;
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the Legacy Investor is the lender under the CCF, and an affiliate of the Legacy Investor and JV Investor is the lender under the 77G Mezzanine Loan, which could create a conflict of interest;
adverse trends in the New York City residential condominium market;
general economic and business conditions, including with respect to real estate, and their effect on the New York City residential real estate market in particular;
TPHGreenwich’s ability to enter into new leases and renew existing leases with tenants at the commercial and residential properties;
risks associated with the effect that rent stabilization regulations may have on TPHGreenwich’s ability to raise and collect rents;
TPHGreenwich’s ability to maintain certain state tax benefits with respect to certain of the properties;
TPHGreenwich’s ability to obtain required permits, site plan approvals and/or other governmental approvals in connection with the development or redevelopment of the properties;
costs associated with complying with environmental laws and environmental contamination, as well as the Americans with Disabilities Act or other safety regulations and requirements;
the effects of new tax laws;
risks associated with current political and economic uncertainty, and developments related to the outbreak of contagious diseases;
risks associated with breaches of information technology systems;
stock price volatility and other risks associated with a lightly traded stock;
we have terminated the registration of our common stock under the Exchange Act and cease being a U.S. public company with reporting obligations;
stockholders may be diluted by the issuance of additional shares of common stock or securities convertible into common stock in the future;
a declining stock price may make it more difficult to raise capital in the future;
the influence of certain significant stockholders;
limitations in our charter on transactions in our common stock by substantial stockholders, designed to protect our ability to utilize our NOLs and certain other tax attributes, may not succeed and/or may limit the liquidity of our common stock;
certain provisions in our charter documents and Delaware law may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;
certain provisions in our charter documents may have the effect of limiting our stockholders’ ability to obtain a favorable judicial forum for certain disputes; and
unanticipated difficulties which may arise and other factors which may be outside our control or that are not currently known to us or which we believe are not material.
In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors”
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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.
