TPHS 10-Q/A

Trinity Place Holdings Inc. (TPHS)

10-Q/A 2022-10-05 For: 2022-03-31

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Added on April 10, 2026

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Delaware	22-2465228
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

340 Madison Avenue, New York, New York	10173
(Address of Principal Executive Offices)	(Zip Code)


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 Par Value Per Share	TPHS	NYSE American


Large Accelerated Filer ◻	Accelerated Filer ☐	Non-Accelerated Filer ☒
Smaller Reporting Company ☒		Emerging Growth Company ☐


		PAGE NO.
PART I.	FINANCIAL INFORMATION	4

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4

	Consolidated Balance Sheets as of March 31, 2022 (As Restated) and December 31, 2021 (As Restated)	4

	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Revised)	5

	Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Revised)	6

	Consolidated Statements of Cash Flows for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Restated)	7

	Notes to Condensed Consolidated Financial Statements (As Restated)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51

Item 4.	Controls and Procedures	51

PART II.	OTHER INFORMATION	52

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	54


	March 31,		December 31,
	2022		2021
	As Restated (a)		As Restated (a)
ASSETS

Real estate, net	$	66,705	$	67,334
Residential condominiums for sale		214,591		216,983
Cash and cash equivalents		1,381		4,310
Restricted cash		14,232		20,535
Prepaid expenses and other assets, net		5,007		4,126
Investments in unconsolidated joint ventures		18,517		17,938
Receivables		60		84
Deferred rents receivable		118		114
Right-of-use asset		1,224		1,314
Intangible assets, net		8,247		8,432
Total assets	$	330,082	$	341,170

LIABILITIES

Loans payable, net	$	210,768	$	219,249
Corporate credit facility, net		33,090		32,844
Secured line of credit, net		12,750		12,750
Note payable		5,863		5,863
Accounts payable and accrued expenses		19,876		17,864
Lease liability		1,347		1,447
Warrant liability		1,515		1,146
Total liabilities		285,209		291,163

Commitments and Contingencies

STOCKHOLDERS’ EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding		—		—
Preferred stock, $0.01 par value; 2 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021		—		—
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2022 and December 31, 2021		—		—
Common stock, $0.01 par value; 79,999,997 shares authorized; 43,387,563 and 43,024,424 shares issued at March 31, 2022 and December 31, 2021, respectively; 36,836,146 and 36,626,549 shares outstanding at March 31, 2022 and December 31, 2021, respectively		434		430
Additional paid-in capital		144,451		144,282
Treasury stock (6,551,447 and 6,397,875 shares at March 31, 2022 and December 31, 2021, respectively)		(57,461)		(57,166)
Accumulated other comprehensive loss		(1,224)		(1,343)
Accumulated deficit		(41,327)		(36,196)

Total stockholders’ equity		44,873		50,007

Total liabilities and stockholders’ equity	$	330,082	$	341,170


(a) Amounts are Restated. See Note 3 for more information.


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2022		2021
	As Restated (a)		As Revised (b)
Revenues
Rental revenues	$	1,260	$	447
Other income		16		46
Sale of residential condominium units		6,069		—

Total revenues		7,345		493

Operating Expenses
Property operating expenses		804		1,907
Real estate taxes		390		79
General and administrative		1,502		1,243
Pension related costs		158		163
Cost of sale - residential condominium units		5,721		—
Depreciation and amortization		1,003		1,000

Total operating expenses		9,578		4,392

Operating loss		(2,233)		(3,899)

Equity in net income (loss) from unconsolidated joint ventures		746		(372)
Unrealized loss on warrants		(369)		(1,977)
Interest expense, net		(2,769)		(875)
Interest expense - amortization of deferred finance costs		(436)		(261)

Loss before taxes		(5,061)		(7,384)

Tax expense		(70)		(35)

Net loss attributable to common stockholders	$	(5,131)	$	(7,419)

Other comprehensive loss:

Unrealized gain on pension liability		119		119
Comprehensive loss attributable to common stockholders	$	(5,012)	$	(7,300)

Loss per share - basic and diluted	$	(0.14)	$	(0.23)

Weighted average number of common shares - basic and diluted		37,104		32,591

(a) Amounts are Restated. See Note 3 for more information.
(b) Amounts are Revised. See Note 3 for more information.


FOR THE THREE MONTHS ENDED MARCH 31, 2022

												Accumulated
					Additional							Other
		Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
		Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of December 31, 2021	As Restated (a)	43,024	$	430	$	144,282	(6,398)	$	(57,166)	$	(36,196)	$	(1,343)	$	50,007

Net loss attributable to common stockholders		—		—		—	—		—		(5,131)		—		(5,131)
Settlement of stock awards		364		4		—	(153)		(295)		—		—		(291)
Unrealized gain on pension liability		—		—		—	—		—		—		119		119
Stock-based compensation		—		—		169	—		—		—		—		169

Balance as of March 31, 2022	As Restated (a)	43,388	$	434	$	144,451	(6,551)	$	(57,461)	$	(41,327)	$	(1,224)	$	44,873

(a) Amounts are Restated. See Note 3 for more information.


	For the		For the
	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2022		2021
	As Restated (a)		As Restated (a)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to common stockholders	$	(5,131)	$	(7,419)
Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:
Depreciation and amortization and amortization of deferred finance costs		1,439		1,261
Stock-based compensation expense		123		133
Deferred rents receivable		(4)		(12)
Other non-cash adjustments - pension expense		119		119
Unrealized loss on warrants		369		1,977
Equity in net (income) loss from unconsolidated joint ventures		(746)		372
Distributions from unconsolidated joint ventures		168		194
Decrease (increase) in operating assets:
Residential condominium units for sale		3,548		(11,672)
Receivables		24		47
Prepaid expenses and other assets, net		(1,008)		(371)
Increase in operating liabilities:
Accounts payable and accrued expenses		1,474		1,294
Net cash provided by (used in) operating activities		375		(14,077)

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate		(64)		(53)
Net cash used in investing activities		(64)		(53)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans and corporate credit facility		2,390		8,980
Proceeds from secured line of credit		—		1,200
Payment of finance costs		—		(21)
Repayment of loans		(11,642)		—
Settlement of stock awards		(291)		(370)
Net cash (used in) provided by financing activities		(9,543)		9,789

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(9,232)		(4,341)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		24,845		16,069
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	15,613	$	11,728

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD	$	4,310	$	6,515
RESTRICTED CASH, BEGINNING OF PERIOD		20,535		9,554
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	$	24,845	$	16,069

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,381	$	5,034
RESTRICTED CASH, END OF PERIOD		14,232		6,694
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	15,613	$	11,728

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for: Interest	$	3,050	$	4,130
Cash paid during the period for: Taxes	$	66	$	46

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capitalized amortization of deferred financing costs and warrants	$	583	$	692
Capitalized stock-based compensation expense	$	18	$	37

(a) Amounts are Restated. See Note 3 for more information.


Category		Terms
Buildings and improvements		10 - 39 years
Tenant improvements		Shorter of remaining term of the lease or useful life
Furniture and fixtures		5 - 8 years


	As of March 31, 2022
	As Previously		Restatement
	Reported		Impact		As Restated

ASSETS

Real estate, net	$	294,108	$	(227,403)	$	66,705
Residential condominium units for sale		—		214,591		214,591
Cash and cash equivalents		1,381		—		1,381
Restricted cash		14,232		—		14,232
Prepaid expenses and other assets, net		5,007		—		5,007
Investments in unconsolidated joint ventures		18,517		—		18,517
Receivables		60		—		60
Deferred rents receivable		118		—		118
Right-of-use asset		1,224		—		1,224
Intangible assets, net		8,247		—		8,247
Total assets	$	342,894	$	(12,812)	$	330,082

LIABILITIES

Loans payable, net	$	210,768	$	—	$	210,768
Corporate credit facility, net		33,090		—		33,090
Secured line of credit, net		12,750		—		12,750
Note payable		5,863		—		5,863
Accounts payable and accrued expenses		19,876		—		19,876
Lease liability		1,347		—		1,347
Warrant liability		1,515		—		1,515
Total liabilities		285,209		—		285,209

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding		—		—		—
Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at March 31, 2022		—		—		—
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2022		—		—		—
Common stock, $0.01 par value; 79,999,997 shares authorized; 43,387,563 shares issued at March 31, 2022; 36,836,146 shares outstanding at March 31, 2022		434		—		434
Additional paid-in capital		144,451		—		144,451
Treasury stock (6,551,447 shares at March 31, 2022)		(57,461)		—		(57,461)
Accumulated other comprehensive loss		(1,224)		—		(1,224)
Accumulated deficit		(28,515)		(12,812)		(41,327)

Total stockholders' equity		57,685		(12,812)		44,873

Total liabilities and stockholders' equity	$	342,894	$	(12,812)	$	330,082


	As of March 31, 2021
	As Previously		Restatement
	Reported		Impact		As Restated

ASSETS

Real estate, net	$	289,294	$	(219,941)	$	69,353
Residential condominium units for sale		—		213,223		213,223
Cash and cash equivalents		5,034		—		5,034
Restricted cash		6,694		—		6,694
Prepaid expenses and other assets, net		3,343		—		3,343
Investments in unconsolidated joint ventures		18,814		—		18,814
Receivables		919		—		919
Deferred rents receivable		102		—		102
Right-of-use asset		1,478		—		1,478
Intangible assets, net		8,987		—		8,987
Total assets	$	334,665	$	(6,718)	$	327,947

LIABILITIES

Loans payable, net	$	207,317	$	—	$	207,317
Corporate credit facility, net		32,104		—		32,104
Secured line of credit, net		8,950		—		8,950
Note payable		5,863		—		5,863
Accounts payable and accrued expenses		14,368		—		14,368
Lease liability		1,626		—		1,626
Warrant liability		3,196		—		3,196
Total liabilities		273,424		—		273,424

Commitments and Contingencies

STOCKHOLDERS' EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding		—		—		—
Preferred stock, $0.01 par value; 2 shares authorized, no shares issued and outstanding at March 31, 2021		—		—		—
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at March 31, 2021		—		—		—

Common stock, $0.01 par value; 79,999,997 shares authorized; 38,840,508 shares issued at March 31, 2021; 32,442,633 shares outstanding at March 31, 2021		388		—		388
Additional paid-in capital		136,151		—		136,151
Treasury stock (6,397,875 shares at March 31, 2021)		(57,166)		—		(57,166)
Accumulated other comprehensive loss		(2,040)		—		(2,040)
Accumulated deficit		(16,092)		(6,718)		(22,810)

Total stockholders' equity		61,241		(6,718)		54,523

Total liabilities and stockholders' equity	$	334,665	$	(6,718)	$	327,947


	For the Three Months Ended March 31, 2021
	As Previously		Revision
	Reported		Impact		As Revised

Revenues
Rental revenues	$	299	$	148	$	447
Other income		46		—		46
Total revenues		345		148		493

Operating Expenses
Property operating expenses		1,655		252		1,907
Real estate taxes		20		59		79
General and administrative		1,203		40		1,243
Pension related costs		163		—		163
Depreciation and amortization		715		285		1,000

Total operating expenses		3,756		636		4,392

Operating loss		(3,411)		(488)		(3,899)

Equity in net loss from unconsolidated joint ventures		(372)		—		(372)
Unrealized loss on warrants		(1,977)		—		(1,977)
Interest expense, net		(601)		(274)		(875)
Interest expense - amortization of deferred finance costs		(193)		(68)		(261)

Loss before taxes		(6,554)		(830)		(7,384)

Tax expense		(35)		—		(35)

Net loss attributable to common stockholders	$	(6,589)	$	(830)	$	(7,419)

Other comprehensive loss:

Unrealized gain on pension liability		119		—		119
Comprehensive loss attributable to common stockholders	$	(6,470)	$	(830)	$	(7,300)

Loss per share - basic and diluted	$	(0.20)	$	(0.03)	$	(0.23)

Weighted average number of common shares - basic and diluted		32,591		32,591		32,591


Year of Maturity	Principal
	Restated

2022	$	10,064
2023		223,664
2024		35,750
2025		—
2026		—
		269,478
Less: deferred finance costs, net		(7,007)
Total loans, secured line of credit, and note payable, net	$	262,471


	Three Months Ended			Year Ended
	March 31, 2022			December 31, 2021
		Weighted			Weighted
		Average Fair			Average Fair
	Number of	Value at		Number of	Value at
	Shares	Grant Date		Shares	Grant Date
Balance available, beginning of period	1,569,449		-	548,370		-
Additional shares approved by stockholders	-		-	1,500,000		-
Granted to employees	(333,500)	$	1.84	(310,000)	$	1.25
Granted to non-employee directors	(14,692)	$	1.84	(61,167)	$	1.77
Deferred under non-employee director's deferral program	(25,882)	$	1.84	(107,754)	$	1.77
Balance available, end of period	1,195,375		-	1,569,449		-


	Three Months Ended			Year Ended
	March 31, 2022			December 31, 2021
		Weighted			Weighted
		Average Fair			Average Fair
	Number of	Value at Grant		Number of	Value at Grant
	Shares	Date		Shares	Date
Non-vested at beginning of period	551,083	$	2.14	469,000	$	3.43
Granted RSUs	333,500	$	1.84	310,000	$	1.25
Vested	(286,084)	$	2.20	(227,917)	$	3.59
Non-vested at end of period	598,499	$	1.80	551,083	$	2.14


	For the Three Months Ended		For the Three Months Ended
	March 31,		March 31,
	2022		2021

Revenues
Rental revenues	$	3,263	$	2,979

Total revenues		3,263		2,979

Operating Expenses
Property operating expenses		1,112		1,065
Real estate taxes		25		25
General and administrative		2		2
Amortization		583		731
Depreciation		961		984

Total operating expenses		2,683		2,807

Operating income		580		172

Interest expense		(930)		(939)
Interest expense - amortization of deferred finance costs		(72)		(72)
Interest income (expense) - change in fair market value of interest rate swap		1,681		(396)

Net income (loss)	$	1,259	$	(1,235)

Our equity in net income (loss) from unconsolidated joint ventures	$	746	$	(372)


		Building Size
		(estimated		Leased at
		rentable	Number of	March 31,
Property Location	Type of Property	square feet)	Units	2022
Owned Locations

77 Greenwich, New York, New York (1)	Property under development	—	—	N/A

Paramus, New Jersey (2)	Retail	77,000	—	100	%

237 11^th Street, Brooklyn, New York (3)	Multi-family	80,000	105	100	%

Total		157,000	105

Joint Ventures

223 North 8^th Street, Brooklyn, New York - 50% (4)	Multi-family	65,000	95	98.9	%

250 North 10^th Street, Brooklyn, New York - 10% (5)	Multi-family	158,000	234	99.1	%

Total		223,000	329

Grand Total		380,000	434

3.1	Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by us on February 13, 2015).

3.2	Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by us on September 19, 2012).

31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*	The following materials from our Quarterly Report on Form 10-Q/A for the period ended March 31, 2022 formatted as inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2022 (As Restated) and December 31, 2021 (As Restated), (ii) Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Revised), (iii) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Revised), (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 (As Restated) and March 31, 2021 (As Restated), (v) Notes to Consolidated Financial Statements (As Restated) and (vi) Cover Page Interactive Data File.

104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	TRINITY PLACE HOLDINGS INC.

Date: October 5, 2022	By	/s/ Matthew Messinger
		MATTHEW MESSINGER
		PRESIDENT and CHIEF EXECUTIVE OFFICER
		(Principal Executive Officer)

Date: October 5, 2022	By	/s/ Steven Kahn
		STEVEN KAHN
		CHIEF FINANCIAL OFFICER
		(Principal Financial Officer)