Business	6 Months Ended
Jun. 30, 2022
Business
Business	Note 1 – Business Overview Trinity Place Holdings Inc., which we refer to in these financial statements as “Trinity,” “we,” “our,” or “us,” is a real estate holding, investment, development and asset management company. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is nearing completion of development as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a recently built 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), and, through a joint venture, a 10% interest in a recently built 234-unit multi-family property at 250 North 10^th street in Brooklyn, New York (“250 North 10^th”), as well as a property occupied by retail tenants in Paramus, New Jersey. 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 An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $261.8 million of federal net operating loss carryforwards (“NOLs”) at June 30, 2022, which can be used to reduce our future taxable income and capital gains. COVID-19 Pandemic, Management’s Plans and Liquidity As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities issued a range of “stay-at-home orders”, proclamations and directives aimed at minimizing the spread of COVID-19, among other restrictions on businesses and individuals. Additional proclamations and directives have been issued in response to further outbreaks, and may be issued in the future. The outbreak and restrictions have adversely affected our business operations including, among other things, a temporary suspension of construction work at our most significant asset, 77 Greenwich, which resumed in mid-April 2020, initially on a modified basis, as certain work was deemed “essential” construction, and the temporary closing of the sales center for the 77 Greenwich residential condominium units as well as the temporary suspension of the remediation work being performed on 237 11^th, which resumed in early June 2020 and was completed in the fourth quarter of 2021. The economic downturn and volatility in financial markets appear to have been primarily driven by uncertainties associated with the pandemic. As it relates to our business, these uncertainties include, but are not limited to, the adverse effect of the pandemic on the New York City and broader economy, residential and potential residential sentiment in New York City, particularly Manhattan, lending institutions, construction and material supply partners, travel and transportation services, our employees, residents and tenants, and traffic to and within geographic areas containing our real estate assets. The pandemic has adversely affected our short-term, and may adversely affect our long-term, liquidity, cash flows and revenues and has required and may continue to require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, seeking loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants in an effort to mitigate financial hardships. The ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, new and recurring outbreaks, new information which may emerge concerning the pandemic and any additional preventative and protective actions that governments, lending institutions and other businesses, including us, may direct or institute. These and other developments have resulted in and may continue to result in an extended period of continued business disruption and reduced operations for us as well as for lending and other businesses and governmental entities with which we do business. The ultimate financial impacts cannot be reasonably estimated at this time but the outbreak, restrictions and future developments are anticipated to continue to have an adverse impact on our business, financial condition and results of operations, which has been and may continue to be material, although in recent months we have seen indications of a recovery in the New York City real estate market. The measures taken to date, together with any additional measures and developments including those noted above, impacted and will continue to impact the Company’s business in 2022 and beyond, although the extent of the significance of the impact of the COVID-19 outbreak on our business and the duration for which it may have an impact cannot be determined at this time. Although the impact of the pandemic, as well as, more recently, the war in Ukraine and rising interest rates, has impeded the sale of residential condominium units at 77 Greenwich, we have closed on 19 residential condominium units as of June 30, 2022 and an additional two units in July 2022. Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Given the impacts of COVID-19 and supply-chain issues, while construction at 77 Greenwich is in the final stage of completion, it has taken longer than projected. As a result, we expect certain items, including punch-list items, the outside dog run and general contractor settlements, to not be completed by the Final Completion milestone of September 28, 2022 as contemplated under our 77 Mortgage Loan and mezzanine loan. Missing this deadline will trigger certain events of default under the 77 Mortgage Loan and mezzanine loan facility, creating substantial doubt about our ability to continue as a going concern. Although the impact of the pandemic has impeded the sale of residential condominium units at 77 Greenwich, we continue to sign and close contracts for our residential condominium units. Many residents have moved into the building. The majority of the construction is expected to be completed by the end of September, including the remaining residential units and amenity spaces, with punch-list and general contractor settlements to follow. Management has already held productive discussions with our 77 Mortgage Lender and currently expects to enter into an amendment to the 77 Mortgage Loan agreement and the mezzanine loan to extend the Final Completion milestone within the next several weeks. If we are not successful in completing the amendment as contemplated above, and the 77 Mortgage Lender or the lender under our mezzanine loan facility accelerated their respective loan, cross-defaults would also exist and we would have insufficient cash and liquidity to service our debt and pay operating expenses and other obligations. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to our ability to continue as a going concern. As of June 30, 2022, we had total cash and restricted cash of $16.4 million, of which approximately $3.1 million was cash and cash equivalents and approximately $13.3 million was restricted cash as well as $3.5 million available under our secured line of credit. At this time, we believe our existing balances of cash and cash equivalents, secured line of credit availability, planned refinancing of the Paramus line of credit or sale of the Paramus property and sales of the larger, higher floor condominium units at 77 Greenwich will be sufficient to satisfy our working capital needs and projected capital and other expenditures associated with our operations over the next 12 months, unless we are unable to reach agreement with our lenders as described above. Additionally, management continues to evaluate opportunities to raise capital through sales of equity, including under our ATM program, debt issuances or refinancings, including refinancing the property located at 237 11^th Street, and continues to evaluate dispositions of other properties or other assets and/or sales of partial interests in properties. In addition, management is actively engaging with parties who have expressed interest in the Company’s assets and attributes, and may consider from time to time potential strategic transactions, including acquisition, disposition, and financing and refinancings. Facts and circumstances that are outside of management’s control could change in the future, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19, and the impact of such matters on residential sentiment in New York City in particular.

Business

6 Months Ended

Jun. 30, 2022

Note 1 – Business

Overview

Trinity Place Holdings Inc., which we refer to in these financial statements as “Trinity,” “we,” “our,” or “us,” is a real estate holding, investment, development and asset management company. Our largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is nearing completion of development as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. We also own a recently built 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), and, through a joint venture, a 10% interest in a recently built 234-unit multi-family property at 250 North 10^th street in Brooklyn, New York (“250 North 10^th”), as well as a property occupied by retail tenants in Paramus, New Jersey.

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 An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $261.8 million of federal net operating loss carryforwards (“NOLs”) at June 30, 2022, which can be used to reduce our future taxable income and capital gains.

COVID-19 Pandemic, Management’s Plans and Liquidity

As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities issued a range of “stay-at-home orders”, proclamations and directives aimed at minimizing the spread of COVID-19, among other restrictions on businesses and individuals. Additional proclamations and directives have been issued in response to further outbreaks, and may be issued in the future. The outbreak and restrictions have adversely affected our business operations including, among other things, a temporary suspension of construction work at our most significant asset, 77 Greenwich, which resumed in mid-April 2020, initially on a modified basis, as certain work was deemed “essential” construction, and the temporary closing of the sales center for the 77 Greenwich residential condominium units as well as the temporary suspension of the remediation work being performed on 237 11^th, which resumed in early June 2020 and was completed in the fourth quarter of 2021.

The economic downturn and volatility in financial markets appear to have been primarily driven by uncertainties associated with the pandemic. As it relates to our business, these uncertainties include, but are not limited to, the adverse effect of the pandemic on the New York City and broader economy, residential and potential residential sentiment in New York City, particularly Manhattan, lending institutions, construction and material supply partners, travel and transportation services, our employees, residents and tenants, and traffic to and within geographic areas containing our real estate assets. The pandemic has adversely affected our short-term, and may adversely affect our long-term, liquidity, cash flows and revenues and has required and may continue to require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, seeking loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants in an effort to mitigate financial hardships.

The ultimate impact of the COVID-19 pandemic on our operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, new and recurring outbreaks, new information which may emerge concerning the pandemic and any additional preventative and protective actions that governments, lending institutions and other businesses, including us, may direct or institute. These and other developments have resulted in and may continue to result in an extended period of continued business disruption and reduced operations for us as well as for lending and other businesses and governmental entities with which we do business. The ultimate financial impacts cannot be reasonably estimated at this time but the outbreak, restrictions and future developments are anticipated to continue to have an adverse impact on our business, financial condition and results of operations, which has been and may continue to be material, although in recent months we have seen indications of a recovery in the New York City real estate market.

The measures taken to date, together with any additional measures and developments including those noted above, impacted and will continue to impact the Company’s business in 2022 and beyond, although the extent of the significance of the impact of the COVID-19 outbreak on our business and the duration for which it may have an impact cannot be determined at this time. Although the impact of the pandemic, as well as, more recently, the war in Ukraine and rising interest rates, has impeded the sale of residential condominium units at 77 Greenwich, we have closed on 19 residential condominium units as of June 30, 2022 and an additional two units in July 2022.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Given the impacts of COVID-19 and supply-chain issues, while construction at 77 Greenwich is in the final stage of completion, it has taken longer than projected. As a result, we expect certain items, including punch-list items, the outside dog run and general contractor settlements, to not be completed by the Final Completion milestone of September 28, 2022 as contemplated under our 77 Mortgage Loan and mezzanine loan. Missing this deadline will trigger certain events of default under the 77 Mortgage Loan and mezzanine loan facility, creating substantial doubt about our ability to continue as a going concern. Although the impact of the pandemic has impeded the sale of residential condominium units at 77 Greenwich, we continue to sign and close contracts for our residential condominium units. Many residents have moved into the building. The majority of the construction is expected to be completed by the end of September, including the remaining residential units and amenity spaces, with punch-list and general contractor settlements to follow. Management has already held productive discussions with our 77 Mortgage Lender and currently expects to enter into an amendment to the 77 Mortgage Loan agreement and the mezzanine loan to extend the Final Completion milestone within the next several weeks. If we are not successful in completing the amendment as contemplated above, and the 77 Mortgage Lender or the lender under our mezzanine loan facility accelerated their respective loan, cross-defaults would also exist and we would have insufficient cash and liquidity to service our debt and pay operating expenses and other obligations. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to our ability to continue as a going concern.

As of June 30, 2022, we had total cash and restricted cash of $16.4 million, of which approximately $3.1 million was cash and cash equivalents and approximately $13.3 million was restricted cash as well as $3.5 million available under our secured line of credit. At this time, we believe our existing balances of cash and cash equivalents, secured line of credit availability, planned refinancing of the Paramus line of credit or sale of the Paramus property and sales of the larger, higher floor condominium units at 77 Greenwich will be sufficient to satisfy our working capital needs and projected capital and other expenditures associated with our operations over the next 12 months, unless we are unable to reach agreement with our lenders as described above. Additionally, management continues to evaluate opportunities to raise capital through sales of equity, including under our ATM program, debt issuances or refinancings, including refinancing the property located at 237 11^th Street, and continues to evaluate dispositions of other properties or other assets and/or sales of partial interests in properties. In addition, management is actively engaging with parties who have expressed interest in the Company’s assets and attributes, and may consider from time to time potential strategic transactions, including acquisition, disposition, and financing and refinancings. Facts and circumstances that are outside of management’s control could change in the future, such as additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19, and the impact of such matters on residential sentiment in New York City in particular.