Trinity Place Holdings Inc

Previous wording

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 $329.3 million of federal net operating loss carryforwards (“NOLs”) and other tax loss carryforwards at March 31, 2024, as well as approximately $341.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains.

Current wording

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 $340.1 million of federal net operating loss carryforwards (“NOLs”) and other tax loss carryforwards at June 30, 2024, as well as approximately $362.1 million of various state and local NOLs and other tax loss carryforwards, which can be used to reduce our future taxable income and capital gains.

Previous wording

In the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich agrees its sole and exclusive remedy will be to terminate TPH Manager without cause on 30 days’ notice.

Current wording

In the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich agrees its sole and exclusive remedy will be to terminate TPH Manager without cause on 30 days’ notice. As noted below and previously disclosed, Mr. Messinger will be transitioning from CEO of the Company (i.e., TPH Manager) to consultant to TPHGreenwich. While TPHGreenwich has not indicated an intention to terminate the Asset Management Agreement, however there is no assurance of how long the Asset Management Agreement will remain in effect.

Previous wording

On April 26, 2024, the Company and Mr. Messinger entered into an amendment (the “Amendment”) to Mr. Messinger’s employment agreement, as amended (the “Employment Agreement”), and TPHGreenwich and Mr. Messinger entered into a consulting agreement (the “Consulting Agreement”). Under the Amendment, the parties agreed among other things that the Company will make certain payments to Mr. Messinger in exchange for Mr. Messinger’s agreement to continue his employment as chief executive officer of the Company until July 31, 2024, unless extended by the parties (the “Termination Date”). Upon the Termination Date, the Consulting Agreement will automatically become effective, unless the Employment Agreement is otherwise terminated in accordance with its terms. Under the Consulting Agreement, Mr. Messinger has agreed to provide certain consulting services as an independent contractor to TPHGreenwich related to the properties owned by TPHGreenwich, in exchange for certain consulting payments. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

Current wording

On April 26, 2024, the Company and Mr. Messinger entered into an amendment (the “Amendment”) to Mr. Messinger’s employment agreement, dated as of October 1, 2013, as amended (the “Employment Agreement”), and TPHGreenwich and Mr. Messinger entered into a consulting agreement (the “Consulting Agreement”). Under the Amendment, the Company agreed to make certain payments to Mr. Messinger in exchange for Mr. Messinger’s agreement to continue his employment as chief executive officer of the Company until the later of July 31, 2024 or the filing of this Quarterly Report on Form 10-Q, unless extended by the parties (the “Termination Date”). Upon the Termination Date, the Consulting Agreement will automatically become effective, unless the Employment Agreement is otherwise terminated in accordance with its terms. Under the Consulting Agreement, Mr. Messinger has agreed to provide certain consulting services as an independent contractor to TPHGreenwich related to the properties owned by TPHGreenwich, in exchange for certain consulting payments. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

Previous wording

Following the Recapitalization Transactions, our primary business is owning over $600 million of federal, and various state and local NOLs and other tax loss carryforwards and a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich and acting as asset manager for the properties owned by TPHGreenwich. With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital. The Company has engaged Houlihan Lokey and Ackman-Ziff to act as advisors (the “Advisors”) in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the Company. There is no assurance that we will be successful in consummating any such strategic transaction on terms or a timeframe acceptable to us or at all.

Current wording

With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital. The Company engaged Houlihan Lokey and Ackman-Ziff to act as advisors (the “Advisors”) in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Company,

Previous wording

There is an inherent risk that the development and sales of residential condominiums may be subject to unknown potential changes in internal and external financial and economic conditions, such as inflation and rising interest rates, and general market conditions, which could impact the business and potential buyers of the residential condominiums for sale. In addition, construction work is ongoing and there continue to be delays and issues the impact of which is not yet known, which may delay final completion. We believe it is possible under generally accepted accounting practices to incur real estate impairment charges in the future in the event these conditions deteriorate**.**

Current wording

There is an inherent risk that the development and sales of residential condominiums may be subject to unknown potential changes in internal and external financial and economic conditions, such as inflation and rising interest rates, and general market conditions, which could impact the business and potential buyers of the residential condominiums for sale. In addition, construction work is ongoing and there continue to be delays and issues the impact of which is not yet known. We believe it is possible under generally accepted accounting practices to incur real estate impairment charges in the future in the event these conditions deteriorate**.**

Previous wording

(2) Paramus Property. The Paramus property consists of a one-story and partial two-story, 73,000 square foot freestanding building and an outparcel building of approximately 4,000 square feet, for approximately 77,000 total square feet of rentable space. The primary building is comprised of approximately 47,000 square feet of ground floor space, and two separate mezzanine levels of approximately 21,000 and 5,000 square feet. The 73,000 square foot building is leased to Restoration Hardware Holdings, Inc. (NYSE: RH) pursuant to a license agreement that began on June 1, 2016, is terminable upon three months’ notice, and currently is scheduled to end on March 31, 2025. The outparcel building was leased under a short-term license agreement with a tenant whose lease began on October 1,

Current wording

space, and two separate mezzanine levels of approximately 21,000 and 5,000 square feet. The 73,000 square foot building is leased to Restoration Hardware Holdings, Inc. (NYSE: RH) pursuant to a license agreement that began on June 1, 2016, is terminable upon three months’ notice, and currently is scheduled to end on March 31, 2025. The outparcel building was leased under a short-term license agreement with a tenant whose lease began on October 1, 2023 and ends December 31, 2024. The land area of the Paramus property consists of approximately 292,000 square feet, or approximately 6.7 acres. TPHGreenwich is currently exploring options with respect to a potential sale of the Paramus property.

Previous wording

As of March 31, 2024, TPHGreenwich had one retail license at its Paramus property encompassing 73,000 square feet of leased space with annualized rent of $540,000 per year and expiring in March 2025 and a short-term license for the outparcel building began October 1, 2023 and expiring in July 2024. TPHGreenwich also had a retail lease at the 237 11 thproperty encompassing 2,006 square feet of leased space with annualized rent of $130,000 per year that expires in 2027, a second retail lease at the 237 11 thproperty encompassing 1,074 square feet of leased space with average annualized rent of $94,506 per year that expires in 2036 and a third retail lease at the 237 11 thproperty encompassing 2,208 square feet of leased space with average annualized rent of $153,366 per year that expires in 2032. TPHGreenwich also had a retail lease at 77 Greenwich encompassing 1,061 square feet of leased space with an average annualized rent of $88,085 per year that expires in 2034. All TPHGreenwich’s other leases are residential leases most of which expire within twelve or twenty-four months of the commencement date.

Current wording

As of June 30, 2024, TPHGreenwich had one retail license at its Paramus property encompassing 73,000 square feet of leased space with annualized rent of $540,000 per year and expiring in March 2025 and a short-term license for the outparcel building began October 1, 2023 and expiring on December 31, 2024. As of June 30, 2024, TPHGreenwich also had a retail lease at the 237 11 thproperty encompassing 2,006 square feet of leased space with annualized rent of $130,000 per year that expires in 2027, a second retail lease at the 237 11 thproperty encompassing 1,074 square feet of leased space with average annualized rent of $94,506 per year that expires in 2036 and a third retail lease at the 237 11 thproperty encompassing 2,208 square feet of leased space with average annualized rent of $153,366 per year that expires in 2032. As of June 30, 2024, TPHGreenwich also had a retail lease at 77 Greenwich encompassing 1,061 square feet of leased space with an average annualized rent of $88,085 per year that expires in 2034. All TPHGreenwich’s other leases are residential leases most of which expire within twelve or twenty-four months of the commencement date.

Previous wording

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts in our consolidated financial statements. Actual results could differ from these estimates. A summary of our significant accounting policies that management believes are critical to the preparation of the consolidated financial statements are included in this report (see Note 2 - Summary of Significant Accounting Policies - Basis of Presentation to our consolidated financial statements for further information). Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty. We believe there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of

Current wording

to the preparation of the consolidated financial statements are included in this report (see Note 2 - Summary of Significant Accounting Policies - Basis of Presentation to our consolidated financial statements for further information). Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this report and require the application of significant judgment by management and, as a result, are subject to a degree of uncertainty. We believe there have been no material changes to the items that we disclosed as our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2023 Annual Report on Form 10-K (as amended, the “2023 Annual Report”) for the year ended December 31, 2023.

Previous wording

The following discussion and analysis is intended to assist readers in understanding our financial condition and results of operations during the three months ended March 31, 2024 and 2023 and should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and our 2023 Annual Report. As a result of the closing of the Recapitalization Transactions on February 14, 2024, the results of operations and the cash flows for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 may not be comparable.

Current wording

The following discussion and analysis is intended to assist readers in understanding our financial condition and results of operations during the three and six months ended June 30, 2024 and 2023 and should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and our 2023 Annual Report. As a result of the closing of the Recapitalization Transactions on February 14, 2024, the results of operations and the cash flows for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 may not be comparable.

Previous wording

General and administrative expenses decreased by approximately $338,000 to $1.1 million for the three months ended March 31, 2024 from $1.4 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, approximately $32,000 related to stock-based compensation, $632,000 related to payroll and payroll related expenses, $412,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $30,000 related to legal, accounting and other professional fees. For the three months ended March 31, 2023, approximately $94,000 related to stock-based compensation, $648,000 related to payroll and payroll related expenses, $412,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $290,000 related to legal, accounting and other professional fees.

Current wording

General and administrative expenses increased by approximately $51,000 to $1.9 million for the three months ended June 30, 2024 from $1.8 million for the three months ended June 30, 2023. For the three months ended June 30, 2024, approximately $32,000 related to stock-based compensation, $912,000 related to payroll and payroll related expenses, $452,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $490,000 related to legal, accounting and other professional fees. For the three months ended June 30, 2023, approximately $114,000 related to stock-based compensation, $651,000 related to payroll and payroll related expenses, $456,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $614,000 related to legal, accounting and other professional fees.

Previous wording

Pension related costs remained relatively flat at $130,000 for the three months ended March 31, 2024 compared to $144,000 for the three months ended March 31, 2023. These costs represent professional fees and other periodic pension costs incurred in connection with the legacy Syms Pension Plan (see Note 9 – Pension Plan to our consolidated financial statements for further information).

Current wording

Pension related costs remained relatively flat at $135,000 for the three months ended June 30, 2024 compared to $143,000 for the three months ended June 30, 2023. These costs represent professional fees and other periodic pension costs incurred in connection with the legacy Syms Pension Plan (see Note 10 – Pension Plan to our consolidated financial statements for further information).

Previous wording

Cost of sales – residential condominium units decreased by approximately $10.9 million to $1.4 million for the three months ended March 31, 2024 from $12.3 million for the three months ended March 31, 2023. We closed on one and five residential condominium units during the three months ended March 31, 2024 and 2023, respectively. Cost of sales consists of construction and capitalized operating costs that are allocated to the respective condominium units being sold, as well as closing costs of the residential condominium units. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

Current wording

There was no cost of sales – residential condominium units at 77 Greenwich for the three months ended June 30, 2024 as compared to $5.2 million for the three months ended June 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the cost of sales of residential condominium units. We closed on two residential condominium units during the three months ended June 30, 2023. Cost of sales consists of construction and capitalized operating costs that are allocated to the respective condominium units being sold, as well as closing costs of the residential condominium units. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

Previous wording

Equity in net gain on sale of unconsolidated joint venture property for the three months ended March 31, 2023 represents the February 2023 sale of our interest in the joint venture that owned 250 North 10 th to our joint venture partner resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan, where we recognized an approximate $3.1 million gain.

Current wording

Equity in net gain on sale of unconsolidated joint venture property was $7,000 for the three months ended June 30, 2023 which represents the February 2023 sale of our interest in the joint venture that owned 250 North 10 th to our joint venture partner resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan, where we recognized an approximate $3.1 million gain.

Previous wording

Unrealized gain on warrants was $66,000 for the three months ended March 31, 2023. This represents the change in the fair market valuation of the warrants due mainly to the change in our stock price on the measurement date.

Current wording

Unrealized loss on warrants was $10,000 for the three months ended June 30, 2023. This represents the change in the fair market valuation of the warrants due mainly to the change in our stock price on the measurement date.

Previous wording

Rental revenues in total decreased by approximately $713,000 to $798,000 for three months ended March 31, 2024 from $1.5 million for the three months ended March 31, 2023. This consisted of a decrease in rent revenues of approximately $690,000 to $744,000 for the three months ended March 31, 2024 from $1.4 million for the three months ended March 31, 2023, as well as a decrease in tenant reimbursements of approximately $23,000 to $55,000 for the three months ended March 31, 2024 from $78,000 for the three months ended March 31, 2023. The decrease in total rental revenues and its related components was mainly due to the Recapitalization Transactions mentioned above.

Current wording

Rental revenues in total decreased by approximately $2.1 million to $798,000 for the six months ended June 30, 2024 from $2.9 million for the six months ended June 30, 2023. This consisted of a decrease in rent revenues of approximately $2.1 million to $741,000 for the six months ended June 30, 2024 from $2.8 million for the six months ended June 30, 2023, as well as a decrease in tenant reimbursements of approximately $57,000 to $55,000 for the six months ended June 30, 2024 from $112,000 for the six months ended June 30, 2023. The decrease in total rental revenues and its related components was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the rental revenues.

Previous wording

Other income remained consistent at $120,000 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, this income represents the management fee earned from TPHGreenwich. For the three months ended March 31, 2023, the income was made up of a contractual payment received as a result of the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023, as well as the SCA’s construction supervision fee.

Current wording

Other income increased by approximately $349,000 to $493,000 for the six months ended June 30, 2024 from $144,000 for the six months ended June 30, 2023. For the six months ended June 30, 2024, this income represents the management fee earned from TPHGreenwich. For the six months ended June 30, 2023, this income was made up of a contractual payment received as a result of the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023, as well as the SCA’s construction supervision fee.

Previous wording

Sales of residential condominium units at 77 Greenwich decreased by approximately $11.7 million to $1.4 million for the three months ended March 31, 2024 from $13.1 million for the three months ended March 31, 2023. We closed on one and five residential condominium units during the three months ended March 31, 2024 and 2023, respectively. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

Current wording

Sales of residential condominium units at 77 Greenwich decreased by approximately $16.9 million to $1.4 million for the six months ended June 30, 2024 from $18.3 million for the six months ended June 30, 2023. We closed on one and seven residential condominium units during the six months ended June 30, 2024 and 2023, respectively. The decrease in total sales of residential condominium units at 77 Greenwich was due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the sales of residential condominium units. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

Previous wording

Property operating expenses decreased by approximately $852,000 to $415,000 for the three months ended March 31, 2024 from $1.3 million for the three months ended March 31, 2023. The decrease in property operating expenses was mainly due to the Recapitalization Transactions mentioned above, and to a lesser extent lower marketing and operating costs at 77 Greenwich due to four fewer residential condominium units having closed. This was partially offset by no capitalized operating costs associated with 77 Greenwich during the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Property operating expenses consisted primarily of expenses incurred for utilities, payroll, and general operating expenses as well as repairs and maintenance and leasing commission at 237 11 th, general operating expenses at 77 Greenwich, including marketing costs, and to a lesser extent expenses related to the Paramus, New Jersey property.

Current wording

Property operating expenses decreased by approximately $1.6 million to $437,000 for the six months ended June 30, 2024 from $2.1 million for the six months ended June 30, 2023. The decrease in property operating expenses was mainly due to the Recapitalization Transactions mentioned above, and to a lesser extent lower marketing and operating costs at 77 Greenwich due to six fewer residential condominium units having closed. This was partially offset by no capitalized operating costs associated with 77 Greenwich during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Property operating expenses consisted primarily of expenses incurred for utilities, payroll, and general operating expenses as well as repairs and maintenance and leasing commission at 237 11 th, general operating expenses at 77 Greenwich, including marketing costs, and to a lesser extent expenses related to the Paramus, New Jersey property.

Previous wording

Real estate tax expense decreased by approximately $98,000 to $365,000 for the three months ended March 31, 2024 from $463,000 for the three months ended March 31, 2023. The decrease in real estate tax expense was mainly due to the Recapitalization Transactions mentioned above and less unsold residential condominium units paying real estate taxes, partially offset by higher assessed values for the unsold residential condominium units as well as less capitalized real estate tax expenses for those units at 77 Greenwich for the three months ended March 31, 2024 as compare to the three months ended March 31, 2023.

Current wording

Real estate tax expense decreased by approximately $551,000 to $363,000 for the six months ended June 30, 2024 from $914,000 for the six months ended June 30, 2023. The decrease in real estate tax expense was mainly due to the Recapitalization Transactions mentioned above as real estate tax expenses are recorded at TPHGreenwich. There were also less unsold residential condominium units paying real estate taxes which was partially offset by higher assessed values for the unsold residential condominium units and there was less capitalized real estate tax expenses for those units at 77 Greenwich for the six months ended June 30, 2024 as compare to the six months ended June 30, 2023.

Previous wording

Depreciation and amortization decreased by approximately $238,000 to $762,000 million for the three months ended March 31, 2024 from $1.0 million for the three months ended March 31, 2024. The decrease in depreciation and amortization expense was mainly due to the Recapitalization Transactions mentioned above. For the three months ended March 31, 2024, depreciation and amortization expense consisted of depreciation for 237 11 th of approximately $208,000, the amortization of lease commissions and acquired in-place leases of approximately $96,000 for 237 11 th and the amortization of warrants of approximately $452,000 For the three months ended March 31, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $282,000, depreciation for 237 11 th of approximately $412,000, the amortization of lease commissions and acquired in-place leases of approximately $192,000 for 237 11 th, and amortization of warrants of approximately $114,000.

Current wording

Depreciation and amortization decreased by approximately $1.2 million to $766,000 for the six months ended June 30, 2024 from $2.0 million for the six months ended June 30, 2024. The decrease in depreciation and amortization expense was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the depreciation and amortization expense. For the six months ended June 30, 2024, depreciation and amortization expense consisted of depreciation for 237 11 th of approximately $208,000, the amortization of lease commissions and acquired in-place leases of approximately $96,000 for 237 11 th and the amortization of warrants of approximately $452,000. For the six months ended June 30, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $564,000, depreciation for 237 11 th of approximately $826,000, the amortization of lease commissions and acquired in-place leases of approximately $385,000 for 237 11 th, and amortization of warrants of approximately $228,000.

Previous wording

Gain on contribution to joint venture was approximately $21.0 million for the three months ended March 31, 2024 and represents the gain in the value of the Company relating to the Recapitalization Transactions that closed on February 14, 2024.

Current wording

Gain on contribution to joint venture was approximately $21.0 million for the six months ended June 30, 2024 and represents the gain in the value of the Company relating to the Recapitalization Transactions that closed on February 14, 2024.

Previous wording

Equity in net loss from unconsolidated joint ventures was $6.8 million for the three months ended March 31, 2024. For the three months ended March 31, 2024, equity in net loss from unconsolidated joint venture represented our 95% share of TPHGreenwich’s net loss which was primarily comprised of operating loss before depreciation of $368,000, depreciation and amortization of $531,000, interest expense and amortization of deferred finance fees of $5.9 million partially offset by a gain from the change in the fair market value of the interest rate swap of $7,000. For the three months ended March 31, 2023, equity in net loss from unconsolidated joint ventures represented our 10% share in 250 North 10 th, which was sold in February 2023. For the three months ended March 31, 2023, our share of the net loss is primarily comprised of operating income before depreciation of $121,000 offset by depreciation and amortization of $77,000 and interest expense of $48,000 for 250 North 10 th.

Current wording

Equity in net loss from unconsolidated joint ventures was approximately $6.0 million for the six months ended June 30, 2024. For the six months ended June 30, 2024, equity in net loss from unconsolidated joint venture represented the impact of our contribution to the joint venture on February 14, 2024. For the six months ended June 30, 2023, equity in net loss from unconsolidated joint ventures represented our 10% share in 250 North 10 th, which was sold in February 2023. For the six months ended June 30, 2023, our share of the net loss is primarily comprised of operating income before depreciation of $121,000 offset by depreciation and amortization of $77,000 and interest expense of $48,000 for 250 North 10 th.

Previous wording

Interest expense, net decreased by approximately $2.4 million to $3.9 million for the three months ended March 31, 2024 from $6.3 million for the three months ended March 31, 2023. The decrease in interest expense was mainly due to the Recapitalization Transactions mentioned above For the three months ended March 31, 2024, there was approximately $3.9 million of gross interest expense incurred and no amounts were capitalized into residential condominium units for sale. For the three months ended March 31, 2023, there was approximately $7.0 million of gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale.

Current wording

Interest expense, net decreased by approximately $9.6 million to $3.9 million for the six months ended June 30, 2024 from $13.5 million for the six months ended June 30, 2023. The decrease in interest expense was mainly due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the interest expense. For the six months ended June 30, 2024, there was approximately $3.9 million of gross interest expense incurred and no amounts were capitalized into residential condominium units for sale. For the six months ended June 30, 2023, there was approximately $14.2 million of gross interest expense incurred, $689,000 of which was capitalized into residential condominium units for sale.

Previous wording

Interest expense - amortization of deferred finance costs decreased approximately $558,000 to $334,000 for the three months ended March 31, 2024 from $892,000 for the three months ended March 31, 2023 which was principally due to the Recapitalization Transactions mentioned above.

Current wording

Interest expense - amortization of deferred finance costs decreased approximately $1.5 million to $334,000 for the six months ended June 30, 2024 from $1.8 million for the six months ended June 30, 2023 which was principally due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the amortization of deferred finance costs.

Previous wording

Net income attributable to common stockholders increased by approximately $14.3 million to $8.1 million for the three months ended March 31, 2024 from a loss of $6.2 million for the three months ended March 31, 2023. This is a result of the changes discussed above, principally due to the gain on disposition recognized from the Recapitalization Transactions mentioned above, partially offset by equity in net loss from unconsolidated joint ventures and interest expense.

Current wording

Net income attributable to common stockholders increased by approximately $24.3 million to $7.1 million for the six months ended June 30, 2024 from a loss of $17.2 million for the six months ended June 30, 2023. This is a result of the changes discussed above, principally due to the gain on disposition recognized from the Recapitalization Transactions mentioned above, partially offset by equity in net loss from unconsolidated joint ventures and interest expense.

Previous wording

We believe that the Recapitalization Transactions put us in a stronger financial position and allows for more time to seek a strategic transaction than we would have had otherwise. As of March 31, 2024, we had total cash and restricted cash of $4.0 million, of which approximately $285,000 was cash and cash equivalents and approximately $4.0 million was restricted cash.

Current wording

As of June 30, 2024, we had total cash and restricted cash of $2.5 million, of which approximately $854,000 was cash and cash equivalents and approximately $1.6 million was restricted cash.

Previous wording

Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the substantial federal, state and local tax NOLs and other tax loss carryforwards, intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the 77G Mortgage Loan and the 77G Mezzanine Loan was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026. In addition, we were released from all guarantees arising under these loan agreements subsequent to the closing of the Recapitalization Transactions. As part of the amendment, we re-affirmed our guaranty under the Secured Line of Credit. For a discussion regarding these loan agreements, see Note 7 – Loans Payable and Secured Line of Credit to our condensed consolidated financial statements.

Current wording

Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the substantial federal, state and local tax NOLs and other tax loss carryforwards, intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the 77G Mortgage Loan and the 77G Mezzanine Loan was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026. In addition, we were released from all guarantees arising under these loan agreements subsequent to the closing of the Recapitalization Transactions. As part of the amendment, we re-affirmed our guaranty under the Secured Line of Credit. For a discussion regarding these loan agreements, see Note 8 – Loans Payable and Secured Line of Credit to our consolidated financial statements.

Previous wording

In connection with the closing of the Recapitalization Transactions, we believe that we will have sufficient cash and cash equivalents to fund our operations for the next 12 months, assuming TPHGreenwich does not terminate the Asset Management Agreement with us, which it has the ability to do on short notice. As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich. As of May 14, 2024, our cash and cash equivalents totaled approximately $3.3 million.

Current wording

As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich. As of August 13, 2024, our cash and cash equivalents totaled approximately $1.7 million. We have a limited amount of unrestricted cash and liquidity available for working capital and our cash needs are variable under different circumstances. If the Asset Management Agreement does not remain in place and the related fees are not increased significantly**,** the Company’s cash and cash equivalents will not be sufficient to fund the Company’s operations and corporate expenses beyond the next few months, unless we are able to raise additional capital or enter into a strategic transaction, creating substantial doubt about our ability to continue as a going concern.

Previous wording

Cash Flows for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

Current wording

Cash Flows for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Previous wording

Net cash used in operating activities increased by approximately $8.5 million to $4.4 million for the three months ended March 31, 2024 from net cash provided by operating activities of $4.1 million for the three months ended March 31, 2023. This increase was mainly due to the Recapitalization Transactions that occurred on February 14, 2024 where Trinity transferred assets and liabilities to the TPHGreenwich.

Current wording

Net cash used in operating activities increased by approximately $7.6 million to $5.8 million for the six months ended June 30, 2024 compared to net cash provided by operating activities of $1.8 million for the six months ended June 30, 2023. This increase was mainly due to the Recapitalization Transactions that occurred on February 14, 2024 whereby Trinity transferred assets and liabilities, including restricted cash, to the TPHGreenwich.

Previous wording

Net cash used in investing activities increased by approximately $14.1 million to $6.9 million for the three months ended March 31, 2024 from net cash provided by investing activities of $7.2 million for the three months ended March 31, 2023. The cash used in investing activities was due to the Recapitalization Transactions that occurred on February 14, 2024 where Trinity transferred cash to TPHGreenwich. The cash provided by investing activities was due to $7.2 million in sale proceeds from the sale of our 10% interest in the 250 North 10 th joint venture property in February 2023.

Current wording

Net cash used in investing activities increased by approximately $14.1 million to $6.9 million for the six months ended June 30, 2024 compared to net cash provided by investing activities of $7.2 million for the six months ended June 30, 2023. The cash used in investing activities was due to the Recapitalization Transactions that occurred on February 14, 2024 whereby Trinity transferred cash to TPHGreenwich. The cash provided by investing activities for the six months ended June 30, 2023 was due to $7.2 million in sale proceeds from the sale of our 10% interest in the 250 North 10 th joint venture property in February 2023.

Previous wording

Net cash provided by financing activities increased by approximately $21.6 million to $7.0 million for the three months ended March 31, 2024 from net cash used in financing activities of $14.6 million for the three months ended March 31, 2023. The increase in net cash provided by financing activities primarily relates to the proceeds from loans and corporate credit facility of approximately $2.5 million as well as the approximate $4.5 million from the sale of stock related to the Recapitalization Transactions during the three months ended March 31, 2024, as compared to the approximate $16.5 million in repayments of loans, corporate credit facility and notes payable for the three months ending March 31, 2023 partially offset by $2.0 million in borrowings from the secured line of credit for the three months ending March 31, 2023.

Current wording

Net cash provided by financing activities increased by approximately $22.6 million to $6.9 million for the six months ended June 30, 2024 compared to net cash used in financing activities of $15.7 million for the six months ended June 30, 2023. The increase in net cash provided by financing activities primarily relates to the proceeds from loans and corporate credit facility of approximately $2.5 million as well as the approximate $4.4 million, net of expenses, from the sale of common stock related to the Recapitalization Transactions during the six months ended June 30, 2024, as compared to the approximate $20.5 million in repayments of loans, corporate credit facility and notes payable for the six months ending June 30, 2023 partially offset by $5.0 million in borrowings from the loans, corporate credit facility and secured line of credit for the six months ending June 30, 2023.

Previous wording

carryforwards were approximately $329.3 million and $290.6 million, respectively, and our New York State and New York City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, respectively, as of March 31, 2024. In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against taxable capital gains of approximately $18.5 million. Since 2009 through March 31, 2024, we have utilized approximately $20.1 million of the federal NOLs.

Current wording

Our U.S. federal NOLs as of the emergence date of the Syms bankruptcy were approximately $162.8 million. As of June 30, 2024, our U.S. federal NOLs and other tax loss carryforwards, and state NOLs and other tax loss carryforwards were approximately $340.1 million and $311.3 million, respectively, and our New York State and New York City prior NOL conversion subtraction pools were approximately $27.9 million and $22.9 million, respectively. In connection with the conveyance of the school condominium to the SCA, we applied approximately $11.6 million of federal NOLs against

Previous wording

Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $87.6 million was recorded as of March 31, 2024.

Current wording

Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by future taxable income or tax planning strategies. Accordingly, a valuation allowance of $87.9 million was recorded as of June 30, 2024.

Previous wording

Our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75% stockholder.

Current wording

Our certificate of incorporation includes a provision intended to help preserve certain tax benefits primarily associated with our NOLs. This provision generally prohibits transfers of stock that would result in a person or group of persons becoming a 4.75% stockholder, or that would result in an increase or decrease in stock ownership by a person or group of persons that is an existing 4.75% stockholder. This provision expires by its terms on February 12, 2025, ten years after its adoption. The Company intends to extend this provision prior to its expiration or implement a similar mechanism to preserve such benefits.