Business	3 Months Ended
Mar. 31, 2020
Business
Business	Note 1 – Business Overview Trinity Place Holdings Inc. (“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”). 77 Greenwich was a vacant building that was demolished and is under 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 newly built 105-unit, 12-story multi-family property in Brooklyn, New York (“237 11th”), acquired in May 2018, and, through joint ventures, a 50% interest in a newly built 95-unit multi-family property known as The Berkley, located at 223 North 8th Street, Brooklyn (“The Berkley”) and a 10% interest in a newly built 234-unit multi-family property located one block from The Berkley at 250 North 10th Street (“250 North 10th”) acquired in January 2020, also in Brooklyn, New York. In addition, we own 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 our on-line marketplace at FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $245.6 million of federal net operating loss carryforwards (“NOLs”) at March 31, 2020, which can be used to reduce our future taxable income and capital gains. Trinity is the successor to Syms, which also owned Filene’s Basement. Syms and its subsidiaries filed for relief under the United States Bankruptcy Code in 2011. In September 2012, the Syms Plan of Reorganization (the “Plan”) became effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation. We completed our final payment and reserve obligations under the Plan in March 2016. On January 18, 2018, Syms and certain of its subsidiaries (together, the “Reorganized Debtors”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a motion (the “Motion”) for entry of a final decree (the “Final Decree”) (i) closing the chapter 11 cases of the Reorganized Debtors; (ii) terminating the services of the claims and noticing agent; and (iii) retaining the Bankruptcy Court’s jurisdiction as provided for in the Plan, including to enforce or interpret its own orders pertaining to the chapter 11 cases including, but not limited to, the Plan and Final Decree. On the same date, the Reorganized Debtors filed a Final Report in support of the Motion. On February 6, 2018, the Bankruptcy Court entered the Final Decree pursuant to which the chapter 11 cases of the Reorganized Debtors were closed. COVID-19 Pandemic As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities have 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, more restrictive proclamations and/or directives may be issued in the future. The outbreak and restrictions have adversely affected our business operations including, among other things, a significant disruption to the construction of our most significant asset, 77 Greenwich, the temporary closing of the sales center for the 77 Greenwich residential condominium units and the temporary suspension of the remediation work being performed on 237 11th. 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 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 may 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. Any resulting financial impacts cannot be reasonably estimated at this time but the outbreak, restrictions and future developments are anticipated to have an adverse impact on our business, financial condition and results of operations, which may be material. The recent downturn and volatility in financial market indices 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 economy, construction and material supply partners, lending institutions, travel and transportation services, our employees, residents and tenants, residential and potential residential sentiment in general and traffic to and within geographic areas containing our real estate assets. The pandemic will adversely affect our near-term and may adversely affect our long-term liquidity, cash flows and revenues and may require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants that are not financially able to pay monthly rents to prevent termination of leases in an effort to mitigate such impacts and seeking access to federal, state and/or local financing and other programs. 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 for the first and second fiscal quarters of 2020 and potentially 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. In addition to this matter, in the normal course of business, we are also party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position.

Note 1 – Business

Overview

Trinity Place Holdings Inc. (“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”). 77 Greenwich was a vacant building that was demolished and is under 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 newly built 105-unit, 12-story multi-family property in Brooklyn, New York (“237 11th”), acquired in May 2018, and, through joint ventures, a 50% interest in a newly built 95-unit multi-family property known as The Berkley, located at 223 North 8th Street, Brooklyn (“The Berkley”) and a 10% interest in a newly built 234-unit multi-family property located one block from The Berkley at 250 North 10th Street (“250 North 10th”) acquired in January 2020, also in Brooklyn, New York. In addition, we own 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 our on-line marketplace at FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, we had approximately $245.6 million of federal net operating loss carryforwards (“NOLs”) at March 31, 2020, which can be used to reduce our future taxable income and capital gains.

Trinity is the successor to Syms, which also owned Filene’s Basement. Syms and its subsidiaries filed for relief under the United States Bankruptcy Code in 2011. In September 2012, the Syms Plan of Reorganization (the “Plan”) became effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation. We completed our final payment and reserve obligations under the Plan in March 2016.

On January 18, 2018, Syms and certain of its subsidiaries (together, the “Reorganized Debtors”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a motion (the “Motion”) for entry of a final decree (the “Final Decree”) (i) closing the chapter 11 cases of the Reorganized Debtors; (ii) terminating the services of the claims and noticing agent; and (iii) retaining the Bankruptcy Court’s jurisdiction as provided for in the Plan, including to enforce or interpret its own orders pertaining to the chapter 11 cases including, but not limited to, the Plan and Final Decree. On the same date, the Reorganized Debtors filed a Final Report in support of the Motion. On February 6, 2018, the Bankruptcy Court entered the Final Decree pursuant to which the chapter 11 cases of the Reorganized Debtors were closed.

COVID-19 Pandemic

As a result of the COVID-19 pandemic, numerous federal, state, local and foreign governmental authorities have 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, more restrictive proclamations and/or directives may be issued in the future. The outbreak and restrictions have adversely affected our business operations including, among other things, a significant disruption to the construction of our most significant asset, 77 Greenwich, the temporary closing of the sales center for the 77 Greenwich residential condominium units and the temporary suspension of the remediation work being performed on 237 11th.

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 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 may 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. Any resulting financial impacts cannot be reasonably estimated at this time but the outbreak, restrictions and future developments are anticipated to have an adverse impact on our business, financial condition and results of operations, which may be material.

The recent downturn and volatility in financial market indices 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 economy, construction and material supply partners, lending institutions, travel and transportation services, our employees, residents and tenants, residential and potential residential sentiment in general and traffic to and within geographic areas containing our real estate assets. The pandemic will adversely affect our near-term and may adversely affect our long-term liquidity, cash flows and revenues and may require significant actions in response, including, but not limited to, reducing or discounting prices for our residential condominium units more than originally budgeted, loan extensions and covenant modifications, modifying, eliminating or deferring rent payments in the short term for tenants that are not financially able to pay monthly rents to prevent termination of leases in an effort to mitigate such impacts and seeking access to federal, state and/or local financing and other programs.

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 for the first and second fiscal quarters of 2020 and potentially 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.

In addition to this matter, in the normal course of business, we are also party to routine legal proceedings. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position.