NEW YORK–(BUSINESS WIRE)–Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”) today announced that, as expected, on August 23, 2022, it received notice from the New York Stock Exchange (the “NYSE”) ) stating that the Company did not comply with the NYSE’s continuous listing standards under the timely filing criteria set forth in Section 1007 of the NYSE American Company Guide, because the Company failed to timely file its quarterly report on Form 10-Q for the quarter ended June 30, 2022 (“Form 10-Q”) with the Securities and Exchange Commission (“SEC”) on or before the due date thereof . The NYSE has informed the Company that, in accordance with NYSE rules, the Company has six months from the due date to file Form 10-Q with the SEC.
As previously disclosed in the Current Report on Form 8-K filed August 17, 2021, management and the Audit Committee of the Company’s Board of Directors, in consultation with BDO USA LLP, the independent public accounting firm of the Company, have determined that the Company’s previously released financial statements and the auditor’s report thereon, as at and for the year ended December 31, 2021, and the unaudited interim financial statements as at and for each quarterly periods ended June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022 (collectively, the “prior period financial statements”), should no longer be relied upon due to an error in accounting treatment regarding the overcapitalization of internally allocated construction costs related to the development project at 77 Rue de Greenwich. Management and the Audit Committee have determined that these accounting changes require a restatement of the prior period financial statements, the impacts of which are expected to primarily involve a reduction in net income and total assets for certain periods (which will gain on sale of condominiums in excess of expected gain before restatement) and other non-cash items. The restated accounts as a whole should have no effect on the Company’s accumulated earnings by the end of the co-ownership liquidation period. Accordingly, the Company required additional time to assess its financial statements for the year ended December 31, 2021, the quarter ended March 31, 2022 and the quarter ended June 30, 2022, and did not file timely its quarterly report on Form 10-Q for the quarter ended June 30, 2022.
The company continues to work diligently with its independent registered public accounting firm and currently expects to file Form 10-Q in early September and amendments to its annual report on Form 10-K for the year ended 31 December 2021 and the quarterly report on Form 10-Q for the quarter ended March 31, 2022 as soon as practicable after the date hereof.
About Trinity Place Holdings
Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. The Company’s largest asset is currently a property located at 77 Greenwich Street in Lower Manhattan. 77 Greenwich is being developed as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and an elementary school in New York City. The Company also owns a newly constructed 12-story, 105-unit multifamily building located at 237 11th Street in Brooklyn, New York, and, through a joint venture, a 10% interest in a newly constructed 234-unit multifamily building. . property located at 250 North 10th Street in Brooklyn, New York. In addition, the Company owns a building occupied by retail tenants in Paramus, New Jersey. In addition to its real estate portfolio, the Company also controls a variety of intellectual property assets, including Filene’s Basement and related consumer-focused trademarks, a legacy from its predecessor, Syms Corp. The Company also had approximately $261.8 million of net operating loss carryforwards as well as state and local net operating loss carryforwards as of June 30, 2022, which can be used to reduce its income. future tax and its capital gains.
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the nature and extent of the accounting errors discussed above and the expected impact of the restatement on the Company’s past and future financial statements, financial position and results of operations. These forward-looking statements are based on current expectations and projections regarding future events and are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, accordingly, the The Company’s actual performance may differ materially from those expressed or implied by such forward-looking statements. The Company’s actual results could differ materially from those indicated or implied by the forward-looking statements due to a number of factors, including, but not limited to, risks relating to additional information which may arise before the filing of restated financial statements; the timing and final conclusions of BDO regarding the audit of the company’s financial statements, as well as the completion and filing of the amendment to the annual report on Form 10-K for the year ended December 31, 2021 and the report quarterly on Form 10-Q for the quarter ended March 31, 2022 taking longer than expected. These and other potential risks and uncertainties that could cause actual results to differ from expected results are further discussed in the Company’s filings and reports with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and supplemented by other filings and reports filed by the Company from time to time with the SEC. The forward-looking statements contained herein speak only as of the date hereof, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.