Business	6 Months Ended
Jun. 30, 2021
Business
Business	Note 1 – Business Overview Trinity Place Holdings Inc., which we refer to in this report 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”). 77 Greenwich was previously a vacant building that we demolished. It 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 recently built 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), acquired in May 2018, and, through joint ventures, a 50% interest in a recently built 95-unit multi-family property known as The Berkley, located at 223 North 8^th Street, Brooklyn (“The Berkley”) and a 10% interest in a recently built 234-unit multi-family property located one block from The Berkley at 250 North 10^th Street (“250 North 10^th”) 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 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 $240.7 million of federal net operating loss carryforwards (“NOLs”) at June 30, 2021, which can be used to reduce our future taxable income and capital gains. COVID-19 Pandemic, Liquidity and Going Concern 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, impacting sales activity at our most significant asset, 77 Greenwich, as well as a temporary suspension of construction work which resumed in April 2020, initially on a modified basis, and the temporary closing of the sales center for the 77 Greenwich residential condominium units as well as the temporary suspension of the remediation and restoration work being performed on 237 11^th, which resumed in June 2020, and corresponding impact on the re-leasing of apartment units. The downturn in segments of the economy 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 near-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 and seeking access to federal, state and/or local financing and other programs. In addition, we continue to be subject to New York State statutes limiting evictions against certain tenants for non-payment of rent due to COVID-19 related 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, distribution, effectiveness and acceptance of vaccines, recurring outbreaks, including a resurgence of COVID-19 cases triggering additional shutdowns due to the emergence of COVID-19 variants for which existing vaccines may not be effective, 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 are expected 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 and improvements in the financing markets. 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 2021 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. 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, certain events of default exist under the 77 Greenwich construction facility, mezzanine loan facility and corporate credit facility, with respect to which the lenders have agreed to forbear from the exercise of certain rights and remedies until no later than October 1, 2021, creating substantial doubt about our ability to continue as a going concern. (See Note 5 – Loans Payable and Secured Line of Credit for a description of the terms of the defaults and forbearance agreements.) Management’s plan to address these defaults, as well as the upcoming maturity of the 77 Greenwich construction loan facility in January 2022, consists of refinancing the construction facility. Although there is no assurance that we will be able to refinance the construction facility on terms acceptable to us or at all, and the associated cash needs would likely be material, we have signed a term sheet with a potential lender for an inventory loan for 77 Greenwich, and are in discussions with our mezzanine lender regarding a potential increase to our mezzanine loan which, together with other actions we are pursuing, would result in a complete refinancing of our construction facility. Further, although the impact of the pandemic has impeded the sale of residential condominium units at 77 Greenwich, the pace of signing contracts has increased in 2021 and our condominium offering plan has been declared effective. In addition, we have been approached by several third parties and are currently exploring pursuing a variety of strategic and other transactions, including without limitation new investments in or a recapitalization and/or sale of the Company or its assets, opportunities to merge or reverse merge the Company, capital raises through equity offerings, debt borrowings and/or amendments, in each case, with the goal of maximizing the value of the assets and attributes of the Company while balancing short-term liquidity constraints. 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 and there can be no assurance that we will enter into any strategic or other transaction on terms acceptable to us or at all.

Business

6 Months Ended

Jun. 30, 2021

Note 1 – Business

Overview

Trinity Place Holdings Inc., which we refer to in this report 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”). 77 Greenwich was previously a vacant building that we demolished. It 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 recently built 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), acquired in May 2018, and, through joint ventures, a 50% interest in a recently built 95-unit multi-family property known as The Berkley, located at 223 North 8^th Street, Brooklyn (“The Berkley”) and a 10% interest in a recently built 234-unit multi-family property located one block from The Berkley at 250 North 10^th Street (“250 North 10^th”) 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 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 $240.7 million of federal net operating loss carryforwards (“NOLs”) at June 30, 2021, which can be used to reduce our future taxable income and capital gains.

COVID-19 Pandemic, Liquidity and Going Concern

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, impacting sales activity at our most significant asset, 77 Greenwich, as well as a temporary suspension of construction work which resumed in April 2020, initially on a modified basis, and the temporary closing of the sales center for the 77 Greenwich residential condominium units as well as the temporary suspension of the remediation and restoration work being performed on 237 11^th, which resumed in June 2020, and corresponding impact on the re-leasing of apartment units.

The downturn in segments of the economy 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 near-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 and seeking access to federal, state and/or local financing and other programs. In addition, we continue to be subject to New York State statutes limiting evictions against certain tenants for non-payment of rent due to COVID-19 related 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, distribution, effectiveness and acceptance of vaccines, recurring outbreaks, including a resurgence of COVID-19 cases triggering additional shutdowns due to the emergence of COVID-19 variants for which existing vaccines may not be effective, 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 are expected 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 and improvements in the financing markets.

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 2021 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.

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, certain events of default exist under the 77 Greenwich construction facility, mezzanine loan facility and corporate credit facility, with respect to which the lenders have agreed to forbear from the exercise of certain rights and remedies until no later than October 1, 2021, creating substantial doubt about our ability to continue as a going concern. (See Note 5 – Loans Payable and Secured Line of Credit for a description of the terms of the defaults and forbearance agreements.) Management’s plan to address these defaults, as well as the upcoming maturity of the 77 Greenwich construction loan facility in January 2022, consists of refinancing the construction facility. Although there is no assurance that we will be able to refinance the construction facility on terms acceptable to us or at all, and the associated cash needs would likely be material, we have signed a term sheet with a potential lender for an inventory loan for 77 Greenwich, and are in discussions with our mezzanine lender regarding a potential increase to our mezzanine loan which, together with other actions we are pursuing, would result in a complete refinancing of our construction facility. Further, although the impact of the pandemic has impeded the sale of residential condominium units at 77 Greenwich, the pace of signing contracts has increased in 2021 and our condominium offering plan has been declared effective. In addition, we have been approached by several third parties and are currently exploring pursuing a variety of strategic and other transactions, including without limitation new investments in or a recapitalization and/or sale of the Company or its assets, opportunities to merge or reverse merge the Company, capital raises through equity offerings, debt borrowings and/or amendments, in each case, with the goal of maximizing the value of the assets and attributes of the Company while balancing short-term liquidity constraints. 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 and there can be no assurance that we will enter into any strategic or other transaction on terms acceptable to us or at all.