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New words:
abnormally, accommodate, admission, Assumption, automated, avoid, aware, Branch, Bulletin, cancelation, Cancellation, cancelled, carveout, Clawback, CODM, confidential, conflict, constitute, constituted, constrained, convicted, core, crime, curable, cyber, cybersecurity, deficit, delist, delisted, delisting, demonstrating, deregister, deregistration, deteriorate, disaggregated, disaggregation, disproportionate, dissolution, earlier, element, enable, endeavor, exceeding, explanation, exterior, faith, felony, forbear, forbearance, forbearing, Georgia, grace, Guide, holdco, hosted, hundred, Hurdle, incident, indirectly, instrument, Jr, kind, Lastly, Lexington, LibreMax, main, maker, markedly, membership, Milestone, misappropriation, misconduct, MLA, moderating, moral, Mount, MPF, negligence, network, notified, OTC, outlined, Patrick, petition, physical, predicated, preliminary, pro, proprietary, quantitative, quotation, rapid, rata, reconciling, recordkeeping, regain, regime, regional, reinstate, reinvesting, representation, retrospective, retrospectively, sellout, Silicon, slightly, software, solicitation, source, split, stronger, thirty, TPH, training, transient, transmission, turn, turpitude, unaffiliated, uncured, unencumbered, unprecedented, untrue, Valley, viewed, violation, voidable, waiver, warranty, world
Removed:
achieved, adequate, amenity, AMT, ARRC, ATM, attorney, attracting, beneficially, bill, budget, carryforward, charitable, combination, compelling, controller, convened, correlate, criteria, cycle, decide, decree, desired, detected, Disaster, discontinued, Dollar, domestic, efficiently, emerged, employer, encouraging, equally, establishment, eviction, evolving, experience, expired, FCA, forgivable, generate, generation, hand, harmed, highly, impasse, improving, inaccurate, inception, Injury, integrate, Kingdom, maturing, merged, model, multiemployer, natural, negotiated, obligate, optional, Overnight, participate, participating, passed, Paycheck, permitting, phasing, posted, preemptive, proceed, produced, prolonged, protective, publicly, published, quickly, recoverability, refund, refundable, remediated, renegotiate, renovating, replace, replaced, repurchase, SBA, shared, side, social, sovereign, subjecting, substantive, successor, sudden, surviving, terminating, unsecured, vaccination, wealth, workmanship, write
Financial report summary
?Risks
- After the Recapitalization Transaction, we have limited cash resources, our only source of revenue is an asset management fee, 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.
- We are subject to risks associated with TPHGreenwich, including that we may not receive any distributions from TPHGreenwich.
- One of our primary business purposes following the Recapitalization Transactions is to act as asset manager for the properties owned by TPHGreenwich in accordance with the terms and conditions of the Asset Management Agreement which can be terminated by TPHGreenwich at any time with or without cause.
- Our revenues and the value of our 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.
- Political and economic uncertainty, and developments related to outbreaks of contagious diseases could have an adverse effect on us.
- Breaches of information technology systems could materially harm our business and reputation.
- TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on such entity’s 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.
- A significant part of TPHGreenwich’s current business plan is focused on completion of and the sale of condominiums at 77 Greenwich. An inability to execute this business plan due to adverse trends in the New York City residential condominium market or otherwise would have a material adverse effect on our financial condition and results of operations.
- Investment returns from 77 Greenwich may be less than anticipated.
- TPHGreenwich’s investment in property development for 77 Greenwich may be more costly than anticipated.
- TPHGreenwich may be unable to lease vacant space, renew current leases, or re-lease space as current leases expire.
- The properties owned by TPHGreenwich may be subject to known and unknown liabilities and with limited or no recourse to the seller.
- Multi-family residential properties may be subject to rent stabilization regulations, which limit TPHGreenwich’s ability to raise rents above specified maximum amounts and could give rise to claims by tenants that their rents exceed such specified maximum amounts.
- TPHGreenwich may not receive or be able to maintain certain tax benefits if it is not in compliance with certain requirements of the NYC Department of Housing Preservation and Development.
- TPHGreenwich’s ability to develop or redevelop the properties and enter into new leases with tenants will depend on its obtaining certain permits, site plan approvals and other governmental approvals from local municipalities, which it may not be able to obtain on a timely basis or at all.
- TPHGreenwich may incur significant costs to comply with environmental laws and environmental contamination may impair the ability to lease and/or sell real estate.
- Compliance or failure to comply with the Americans with Disabilities Act (“ADA”) or other safety regulations and requirements could result in substantial costs.
- Our common stock is thinly traded and the price of our common stock has fluctuated significantly.
- A decline in the price of our common stock, including as a result of a sale of a substantial number of shares of our common stock, may impair our ability to raise capital in the future.
- In order to protect our ability to utilize our NOLs and certain other tax attributes, our certificate of incorporation includes certain transfer restrictions with respect to our stock, which may limit the liquidity of our common stock.
- We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.
- Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
- Our certificate of incorporation designates the Court of Chancery in the State of Delaware as the exclusive forum for certain actions or proceedings that may be initiated by our stockholders, which could discourage claims or limit stockholders’ ability to make a claim against the Company, our directors, officers, and employees.
Management Discussion
- 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 11th 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.