Trinity Place Holdings Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Trinity Place Holdings Inc. has filed its 2023 10-K, detailing financial performance, stock information, and asset details.</b>

AI Summary

Trinity Place Holdings Inc. (TPHS) filed a Annual Report (10-K) with the SEC on March 29, 2024. Trinity Place Holdings Inc. filed its 2023 Form 10-K on March 29, 2024, reporting on its fiscal year ended December 31, 2023. The filing includes detailed financial information, including retained earnings, additional paid-in capital, and accumulated other comprehensive income for multiple fiscal years. Key dates related to stock incentive plans and partner loans are noted, with specific plan names and date ranges provided. Information on restricted stock units (RSUs) and their grant dates is included, referencing the Two Thousand Fifteen Stock Incentive Plan. The report details asset information, including buildings, building improvements, tenant improvements, and furniture and fixtures as of December 31, 2023.

Why It Matters

For investors and stakeholders tracking Trinity Place Holdings Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Trinity Place Holdings Inc.'s financial position and operational activities for the fiscal year 2023, crucial for investors to assess the company's health and future prospects. The detailed breakdown of equity, stock incentive plans, and asset valuations offers insights into the company's capital structure and investment strategies, which are key factors for stakeholders.

Risk Assessment

Risk Level: low — Trinity Place Holdings Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags, indicating a routine disclosure of financial and operational information.

Analyst Insight

Review the detailed financial statements and disclosures within the 10-K to understand Trinity Place Holdings Inc.'s performance and strategic positioning.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-29 — Filing Date (Date of submission)
• 0000724742 — Central Index Key (Company identifier)
• 6512 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• Trinity Place Holdings Inc. (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 2024-03-29 (date) — Filing date
• 0000724742 (company) — Central Index Key
• 340 MADISON AVENUE (address) — Business and mailing address
• SYMS CORP (company) — Former company name
• Two Thousand Fifteen Stock Incentive Plan (plan) — Stock incentive plan
• Restricted Stock Units (RSUs) (security) — Type of stock award

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-03-29: Filing Date — Date the 10-K was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the primary source of detailed financial and operational information for Trinity Place Holdings Inc. for the fiscal year 2023.)

Restricted Stock Units (RSUs)

A form of equity-based compensation that grants an employee shares of stock after a vesting period. (Details on RSUs indicate the company's compensation strategy and potential future share dilution.)

Additional Paid-In Capital

The amount of money a company receives from selling stock for more than its par value. (This account reflects capital raised through equity issuance, impacting the company's overall equity structure.)

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 Par Value Per Share TPHS NYSE Ameri
• $316.6 million — In addition, we also had approximately $316.6 million of federal net operating loss carryforw
• $318.3 million — mber 31, 2023, as well as approximately $318.3 million of various state and local NOLs, which
• $0.30 — vestor Shares") for a purchase price of $0.30 per share, (ii) the Company and the JV
• $3.9 million — cash equivalents totaled approximately $3.9 million. 1 Table of Contents Joint Venture
• $400,000 — TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding pri
• $600 million — ns, our primary business is owning over $600 million of federal, and various state and local

Filing Documents

• tphs-20231231x10k.htm (10-K) — 2438KB
• tphs-20231231xex10d4.htm (EX-10.4) — 608KB
• tphs-20231231xex10d5.htm (EX-10.5) — 429KB
• tphs-20231231xex10d6.htm (EX-10.6) — 849KB
• tphs-20231231xex10d9.htm (EX-10.9) — 150KB
• tphs-20231231xex10d12.htm (EX-10.12) — 144KB
• tphs-20231231xex10d13.htm (EX-10.13) — 273KB
• tphs-20231231xex10d21.htm (EX-10.21) — 20KB
• tphs-20231231xex10d22.htm (EX-10.22) — 90KB
• tphs-20231231xex21d1.htm (EX-21.1) — 3KB
• tphs-20231231xex23d1.htm (EX-23.1) — 5KB
• tphs-20231231xex31d1.htm (EX-31.1) — 16KB
• tphs-20231231xex31d2.htm (EX-31.2) — 16KB
• tphs-20231231xex32d1.htm (EX-32.1) — 8KB
• tphs-20231231xex32d2.htm (EX-32.2) — 8KB
• tphs-20231231xex97d1.htm (EX-97.1) — 45KB
• 0001558370-24-004371.txt (&nbsp;) — 14134KB
• tphs-20231231.xsd (EX-101.SCH) — 80KB
• tphs-20231231_cal.xml (EX-101.CAL) — 86KB
• tphs-20231231_def.xml (EX-101.DEF) — 290KB
• tphs-20231231_lab.xml (EX-101.LAB) — 675KB
• tphs-20231231_pre.xml (EX-101.PRE) — 506KB
• tphs-20231231x10k_htm.xml (XML) — 2043KB

BUSINESS

BUSINESS 1 Item 1A.

RISK FACTORS

RISK FACTORS 5 Item 1B. UNRESOLVED STAFF COMMENTS 19 Item 1C. CYBERSECURITY 19 Item 2.

PROPERTIES

PROPERTIES 20 Item 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 22 Item 4. MINE SAFETY DISCLOSURES 22 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 23 Item 6. (RESERVED) 23 Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23 Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 39 Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 39 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 39 Item 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 39 Item 9B. OTHER INFORMATION 39 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 39 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 40 Item 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 40 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 40 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 40 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 40 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 41 Item 16. FORM 10-K SUMMARY 44 Table of Contents PART I

BUSINESS

Item 1. BUSINESS Overview Trinity Place Holdings Inc., which we refer to in this Annual Report on Form 10-K as "Trinity," "we," "our," or "us", is a real estate holding, investment, development and asset management company. On February 14, 2024, the Company's real estate assets and related liabilities were contributed to TPHGreenwich Holdings LLC ("TPHGreenwich"), which is owned 95% by the Company, with an affiliate of the lender under the Company's corporate credit facility (the "Corporate Credit Facility" or "CCF") owning a 5% interest in, and acting as manager of, such entity. These real estate assets include (i) the property located at 77 Greenwich Street in Lower Manhattan ("77 Greenwich"), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11 th Street in Brooklyn, New York ("237 11 th "), and (iii) a property occupied by retail tenants in Paramus, New Jersey (the "Paramus Property"). See Item 2. Properties below for a more detailed description of these properties. 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 also had approximately $316.6 million of federal net operating loss carryforwards ("NOLs") at December 31, 2023, as well as approximately $318.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains. Recapitalization Transactions On February 14, 2024, we consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the "Stock Purchase Agreement"), betwe

RISK FACTORS

Item 1A. RISK FACTORS Our business, operations and financial condition are subject to various risks. Some of these risks are described below, and stockholders should take such risks into account when evaluating us or any investment decision involving us. This section does not describe all risks that may be applicable to us, our industry or our business, and it is intended only as a summary of certain material risk factors. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. More detailed information concerning certain of the risk factors described below is contained in other sections of this Annual Report on Form 10-K. Stockholders should also refer to the other information contained in our periodic reports, including the Cautionary Note Regarding Forward-Looking Statements section, our consolidated financial statements and the related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations section for a further discussion of the risks, uncertainties and assumptions relating to our business. Risk Factors Related to the Company After the Recapitalization Transaction, we have limited cash resources, our only source of revenue is an asset management fee, and are reliant on external sources of capital to fund ongoing operations. Our prior revenue generating activities did not produce sufficient funds for profitable operations and working capital. Accordingly, our continued operation will require raising additional capital on acceptable terms. We have relied and will continue to rely substantially upon equity and debt financing and our asset management fees to fund our ongoing operations. There can be no assurance that additional sources of capital will be available to us on commercially favorable terms. In addition, our inability to access the capital markets on favorable terms, because of a low stock price, unfavorable mar

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View this 10-K filing on SEC EDGAR