Trinity Place Holdings Inc. Files 10-K/A Amendment for Fiscal Year Ended December 31, 2023

TL;DR

<b>Trinity Place Holdings Inc. has filed an amended 10-K report for the fiscal year ended December 31, 2023, detailing its corporate information and stock exchange listing.</b>

AI Summary

Trinity Place Holdings Inc. (TPHS) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Trinity Place Holdings Inc. filed an amended 10-K report for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 340 Madison Avenue, Suite 3C, New York, NY 10173. Trinity Place Holdings Inc. is registered in Delaware and has an IRS Employer Identification No. of 22-2465228. The company's common stock, par value $0.01 per share, is traded under the symbol TPHS on the NYSE American exchange. The filing indicates the company has not submitted all required reports for the preceding 12 months and has not submitted every Interactive Data File required by Rule 405 of Regulation S-T.

Why It Matters

For investors and stakeholders tracking Trinity Place Holdings Inc., this filing contains several important signals. This amended filing provides updated or corrected information for the fiscal year 2023, which is crucial for investors to have the most accurate financial and operational data. The confirmation of TPHS trading on the NYSE American and its corporate details ensures clarity for market participants and regulatory oversight.

Risk Assessment

Risk Level: low — Trinity Place Holdings Inc. shows low risk based on this filing. The risk is low as this is an amended filing providing corporate and stock information, not a new financial disclosure with significant performance changes.

Analyst Insight

Review the full amended 10-K filing for any specific changes or clarifications made to the previous submission, particularly regarding financial statements or operational disclosures.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the 10-K/A filing.)
• 2024-04-29 — Filing Date (The date the amended 10-K was filed.)
• 1-08546 — Commission File Number (SEC file number for the registrant.)
• 0000724742 — Central Index Key (Registrant's unique identifier.)

Key Players & Entities

• Trinity Place Holdings Inc. (company) — Filer name and subject of the report.
• 340 Madison Avenue, Suite 3C, New York, NY 10173 (location) — Address of Principal Executive Offices.
• 22-2465228 (organization_id) — IRS Employer Identification No.
• TPHS (ticker) — Trading Symbol for Common Stock.
• NYSE American (company) — Name of each exchange on which registered.
• Delaware (location) — State or Other Jurisdiction of Incorporation or Organization.
• December 31, 2023 (date) — Fiscal year ended.
• 2024-04-29 (date) — Filing Date.

FAQ

Risk Factors

• Failure to File Required Reports [high — regulatory]: The registrant has indicated it has not filed all required reports for the preceding 12 months and has not submitted every Interactive Data File required by Rule 405 of Regulation S-T.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K/A.
• 2024-04-29: Filing Date — Date of the amended 10-K submission.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (Provides updated or corrected financial and operational information for the fiscal year.)

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 Par Value Per Share TPHS NYSE Ameri
• $2,104 — able. (2) The amount shown includes $2,104 for life insurance premiums and $13,200
• $13,200 — $2,104 for life insurance premiums and $13,200 for 401(k) plan matching contributions.
• $1,848 — ions. (3) The amount shown includes $1,848 for life insurance premiums and $12,200
• $12,200 — $1,848 for life insurance premiums and $12,200 for 401(k) plan matching contributions.
• $2,656 — ions. (4) The amount shown includes $2,656 for life insurance premiums and $13,200
• $2,328 — ions. (5) The amount shown includes $2,328 for life insurance premiums and $12,200
• $3,318 — ions. (6) The amount shown includes $3,318 for life insurance premiums and $7,200
• $7,200 — $3,318 for life insurance premiums and $7,200 for 401(k) plan matching contributions.
• $2,450 — ions. (7) The amount shown includes $2,450 for life insurance premiums and $6,900
• $6,900 — $2,450 for life insurance premiums and $6,900 for 401(k) plan matching contributions.

Filing Documents

• tphs-20231231x10ka.htm (10-K/A) — 406KB
• tphs-20231231xex31d1.htm (EX-31.1) — 8KB
• tphs-20231231xex31d2.htm (EX-31.2) — 8KB
• 0001558370-24-006143.txt (&nbsp;) — 641KB
• tphs-20231231.xsd (EX-101.SCH) — 3KB
• tphs-20231231_lab.xml (EX-101.LAB) — 24KB
• tphs-20231231_pre.xml (EX-101.PRE) — 15KB
• tphs-20231231x10ka_htm.xml (XML) — 8KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 8 Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 12 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 15 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 16 PART IV 18 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 18

SIGNATURES

SIGNATURES 19 Table of Contents EXPLANATORY NOTE This Amendment on Form 10-K/A (this "Amendment" or this "Form 10-K/A") amends the Annual Report on Form 10-K of Trinity Place Holdings Inc. (the "Company") for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 29, 2024 (the "Original Form 10-K"). This Amendment is being filed solely for the purpose of disclosing information required in Part III that the Company will not be incorporating by reference to a definitive proxy statement by the required deadline. No other Parts or disclosures from the Original Form 10-K are included in this Amendment other than Part III and Part IV below, and except as required to reflect the matters set forth in such included disclosure, this Amendment does not reflect events or developments that have occurred after the date of the Original Form 10-K and does not modify or update disclosures presented in the Original Form 10-K in any way. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical context. 1 Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information Regarding Directors Set forth below is certain information with respect to our current directors as of April 29, 2024. Class I Directors Elected by Holders of Common Stock (term expiring in 2025) Name of Director Age Business Experience and Other Information Matthew Messinger 52 Mr. Messinger has been our President and CEO since 2013 and has served as a director of the Company since 2016. Qualifications and Skills: Prior to joining the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at Forest City Ratner Companies ("FCRC"), a wholly owned subsidiary of Forest City Enterprises ("FCE"), where he served for more than 18 years. In this role, Mr. Messinger led the New York Investment Committee of FCRC and served on the Investment Committee and Executive Management Committee of FCE. Mr. Messinger brings extensive development, asset management, finance, strategic planning and tax credit structuring experience across a wide range of asset classes including retail, hotel, residential, office, arena and professional sports teams. Mr. Messinger is a graduate of Wesleyan University in Connecticut. He currently serves as chair of the board and on the finance and the real estate committees of the Children's Museum of Manhattan, and he is a member or past member of the Real Estate Board of New York (REBNY), the International Council of Shopping Centers (ICSC), Urban Land Institute (ULI), the Low Income Housing Tax Credit Coalition, the New Markets Tax Credit Coalition, and the New York Hospitality Council. Keith Pattiz 71 Mr. Pattiz has served as a director of the Company since 2013. Mr. Pattiz is a partner in the law firm of McDermott Will & Emery LLP, where he serves as head of the real estate group. Qualifications and Skills: Mr. Pattiz has extensive experience in a wide range of real estate matters, including commercial leasing, fin

EXECUTIVE COMPENSATION

Item 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers, for all services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2023 and 2022: Fiscal Stock All Other Name and Principal Position Year Salary Bonus Award (1) Compensation Total Matthew Messinger 2023 $ 750,000 $ 340,000 $ 162,800 $ 15,304 (2) $ 1,268,104 President and Chief Executive 2022 $ 750,000 $ 300,000 $ 404,800 $ 14,048 (3) $ 1,468,848 Steven Kahn 2023 $ 340,000 $ 55,000 $ 33,300 $ 15,856 (4) $ 444,156 Chief Financial Officer 2022 $ 340,000 $ 45,000 $ 55,200 $ 14,528 (5) $ 454,728 Richard G. Pyontek 2023 $ 180,000 $ 38,000 $ 8,880 $ 10,518 (6) $ 237,398 Chief Accounting Officer, Treasurer and Secretary 2022 $ 172,500 $ 37,500 $ 14,720 $ 9,350 (7) $ 234,070 (1) The amount reflected in the table represents the aggregate grant date fair value of stock awards granted and calculated in accordance with FASB ASC Topic 718. The annual stock awards approved by the Compensation Committee are generally granted in January of each fiscal year. The grant date of the stock awards included in this column were January 3, 2023 and January 3, 2022. On January 3, 2023, the Compensation Committee approved the grant of an award of 220,000 RSUs to Mr. Messinger, 45,000 RSUs to Mr. Kahn and 12,000 RSUs to Mr. Pyontek. On January 3, 2022, the Compensation Committee approved the grant of an award of 220,000 RSUs to Mr. Messinger, 30,000 RSUs to Mr. Kahn and 8,000 RSUs to Mr. Pyontek. For additional information on the valuation assumptions refer to Note 12, "Stock-Based Compensation" of the Company's financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Note 12, "Stock-B

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View this 10-K/A filing on SEC EDGAR