Note 1 – The Company

Overview

Trinity Place Holdings Inc., together with its wholly owned subsidiaries, is a real estate holding, investment and asset management company. Our business is primarily to own, invest in, manage, develop and/or redevelop real estate assets and/or real estate related securities. Currently, our principal asset is a property located at 28-42 Trinity Place in Lower Manhattan, referred to as the Trinity Place Property. We also own a shopping center located in West Palm Beach, Florida and retail boxes in Westbury, New York and Paramus, New Jersey and control a variety of intellectual property assets focused on the consumer sector.

As described in greater detail in our Annual Report on Form 10-K for the fiscal year ended February 28, 2015 (the “2014 Annual Report”), our predecessor is Syms Corp. (“Syms”). Syms and its subsidiaries (the “Debtors”), filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (“Bankruptcy Code” or “Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) on November 2, 2011. On August 30, 2012, the Court entered an order confirming the Plan, as defined in the 2014 Annual Report. On September 14, 2012, the Plan became effective and the Debtors 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 the Company, with Trinity Place Holdings Inc. as the surviving corporation and successor issuer pursuant to Rule 12g-3 under the Exchange Act. Following a General Unsecured Claim Satisfaction and the final Majority Shareholder payment, both defined and discussed in more detail in our 2014 Annual Report, we will have satisfied our remaining obligations under the Plan and will no longer operate under the terms and restrictions of the Plan.

During the period from the effective date of the Plan through August 29, 2015, the end of our second fiscal quarter, we sold 13 of our properties and the Secaucus condominium, and paid approximately $108.2 million with respect to Allowed Claims, as defined in the Plan.

Financial Reporting

In response to the Chapter 11 filing we adopted the liquidation basis of accounting effective October 30, 2011. Under the liquidation basis of accounting, assets were stated at their net realizable value, liabilities were stated at their net settlement amount and estimated costs over the period of liquidation were accrued to the extent reasonably determinable. Effective February 9, 2015, the closing date of the loan transaction described in Note 5 - Loan Payable, we ceased reporting on the liquidation basis of accounting in light of our available cash resources, the estimated range of outstanding payments on unresolved claims, and our ability to operate as a going concern. We resumed reporting on the going concern basis of accounting on February 10, 2015.

Claims Payment Process

We are in the process of reconciling, objecting to and resolving the remaining claims associated with the discharge of liabilities pursuant to the Plan. We made cash payments of Allowed Claims during the thirteen and twenty-six weeks ended August 29, 2015 of $3.5 million and $18.1 million, respectively, and have made total payments of approximately $108.2 million since our emergence from Chapter 11.

We expect to pay an additional Syms Class 4 General Unsecured Claim out of Net Proceeds (as defined in the Plan) when such claim becomes an Allowed Claim in accordance with the terms of the Plan. As of August 29, 2015, based on the reconciliation work to date and payments made as described above, the remaining estimated aggregate allowed amount of credit claims, excluding claims covered by insurance, consists of the net amount of $7.1 million due to the former Majority Shareholder, $3.6 million to the multiemployer pension plan and $0.1 million in other liabilities, and is approximately $10.8 million.

The process of reconciling claims is different from the process of actually resolving claims. Accordingly, the above estimates are based primarily on our identification and reconciliation of the amounts of asserted claims to our books and records, and not on the negotiation or settlement of specific claims. Because of the ongoing reconciliation and settlement processes, the ultimate amount of allowed claims and the ultimate amount of distributions under the Plan could be materially different from our current estimates.

The descriptions of certain transactions, payments and other matters contemplated by the Plan above and elsewhere in this Quarterly Report on Form 10-Q are summaries only and do not purport to be complete and are qualified in all respects by the actual provisions of the Plan and related documents.