Trinity Place Holdings Inc. Receives Expected Notice from NYSE American Regarding Delayed Quarterly Report
August 29 2022 - 5:45PM
Business Wire
Trinity Place Holdings Inc. (NYSE: TPHS) (the “Company”)
announced today that, as expected, on August 23, 2022 it received a
notice from the New York Stock Exchange (the “NYSE”) that the
Company was not in compliance with the NYSE’s continued listing
standards under the timely filing criteria established in Section
1007 of the NYSE American Company Guide, because the Company did
not timely file its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2022 (the “Form 10-Q”) with the Securities and
Exchange Commission (the “SEC”) on or prior to the due date
thereof. The NYSE informed the Company that, under the NYSE’s
rules, the Company has six months from its due date to file the
Form 10-Q with the SEC.
As previously disclosed in the Current Report on Form 8-K filed
on August 17, 2021, the management and the Audit Committee of the
board of directors of the Company, in consultation with BDO USA
LLP, the Company’s independent registered public accounting firm
determined that the Company’s previously issued financial
statements and the audit report thereon, as of and for the year
ended December 31, 2021, and the unaudited interim financial
statements as of and for each of the 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 related costs related to the development project at 77
Greenwich Street. Management and the Audit Committee determined
that these accounting changes require a restatement of the Prior
Period Financial Statements, the impacts of which are expected to
principally involve a reduction of net income and total assets for
certain periods (which will result in a gain on sale of
condominiums in excess of the gain anticipated prior to the
restatement) and other non-cash items. The restated accounts in
aggregate are expected to have no effect on the Company’s
cumulative earnings by the end of the condominium sell-out period.
As a result, the Company required additional time to evaluate 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 timely file 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 currectly expects to file the
Form 10-Q in early September and the amendments to its Annual
Report on Form 10-K for the year ended December 31, 2021 and
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 under development as a
mixed-use project consisting of a 90-unit residential condominium
tower, retail space and a New York City elementary school. The
Company also owns a newly built 105-unit, 12-story multi-family
property located at 237 11th Street in Brooklyn, New York, and,
through a joint venture, a 10% interest in a newly built 234-unit
multi-family property located at 250 North 10th Street in Brooklyn,
New York. In addition, the Company owns a property 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 trademarks, focused on the consumer sector, a legacy of its
predecessor, Syms Corp. The Company also had approximately $261.8
million of federal net operating loss carryforwards as well as
state and local net operating loss carryforwards at June 30, 2022,
which can be used to reduce its future taxable income and capital
gains.
Forward Looking Statements
This press release includes 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. These 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
prior and future financial statements, financial position and
results of operation. These forward-looking statements are based on
current expectations and projections about future events and are
not guarantees of future performance or results and involve risks
and uncertainties that cannot be predicted or quantified, and,
consequently, the actual performance of the Company may differ
materially from those expressed or implied by such forward-looking
statements. The Company’s actual results could differ materially
from those stated or implied in forward-looking statements due to a
number of factors, including, but not limited to, the risks related
to additional information that may arise prior to the filing of the
restated financial statements; the timing and ultimate conclusions
of BDO regarding the audit of the Company’s financial statements,
and the completion and filing of the amendment to the Annual Report
on Form 10-K for the year ended December 31, 2021 and the Quarterly
Report 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 the
results predicted are more fully detailed in the Company’s filings
and reports with the SEC, including the Annual Report on Form 10-K
for the year ended December 31, 2021, and supplemented by other
filings and reports that are 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 assume no obligation to update
any forward-looking statements, whether as a result of new
information, subsequent events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220829005715/en/
Linda Flynn, 212-235-2191 Linda.Flynn@tphs.com
Trinity Place (AMEX:TPHS)
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