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 $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.

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 $350.7 million of federal net operating loss carryforwards (“NOLs”) and other tax loss carryforwards at September 30, 2024, as well as approximately $382.7 million of various state and local NOLs and other tax loss carryforwards at September 30, 2024, which can be used to reduce our future taxable income and capital gains.

Previous wording

At the closing of the Recapitalization Transactions, the Company and the JV Investor entered into the JV Operating Agreement, with the Company owning 95% of the ownership interests in TPHGreenwich and the JV Investor owning 5% of the ownership interests in TPHGreenwich. Distributions under the JV Operating Agreement first go to the Investor until the JV Investor has received its initial distribution amount in full (which initial distribution amount is the sum of (v) all

Current wording

At the closing of the Recapitalization Transactions, the Company and the JV Investor entered into the JV Operating Agreement, with the Company owning 95% of the ownership interests in TPHGreenwich and the JV Investor owning 5% of the ownership interests in TPHGreenwich. Distributions under the JV Operating Agreement first go to the Investor until

Previous wording

amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional TPHGreenwich debt financing provided by Investor or its affiliate, (x) Investor’s initial capital contribution, and (y) any additional capital contributions made by Investor), then distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich. If TPH Manager is terminated for “Cause” under the Asset Management Agreement, as described below, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

Current wording

the JV Investor has received its initial distribution amount in full (which initial distribution amount is the sum of (v) all amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional TPHGreenwich debt financing provided by Investor or its affiliate, (x) Investor’s initial capital contribution, and (y) any additional capital contributions made by Investor), then distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich. If TPH Manager is terminated for “Cause” under the Asset Management Agreement, as described below, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

Previous wording

As described above, if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor. The term “Cause” means (a) the Company ceasing to be a member under the JV Operating Agreement, (b) TPH Manager transfers its rights or obligations

Current wording

As described above, if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor. The term “Cause” means (a) the

Previous wording

under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition in bankruptcy, (d) TPH Manager, any Key Manager Employee (defined below) or any affiliate is convicted of fraud or is determined by a court of competent jurisdiction pursuant to a final judgment to have committed an act of fraud, (e) any misappropriation, gross negligence or willful misconduct by TPH Manager, any Key Manager Employee or any affiliate of the foregoing (which is curable one time during the term of the Asset Management Agreement if committed by a non-senior level employee), (f) any of the Company, TPH Manager or any Key Manager Employee is convicted of a felony crime or crime of moral turpitude, (f) any representation or warranty made by TPH Manager under the Asset Management Agreement is untrue in any material respect and remains uncured after notice from TPHGreenwich, (h) a material breach by TPH Manager of the terms of the Asset Management Agreement (other than as set forth above in this definition) which breach has a material adverse effect on TPHGreenwich and remains uncured after notice from TPHGreenwich, or (i) the breach or failure to comply by TPHGreenwich or any subsidiary with any loan documents (other than, in the case of loan documents in which an affiliate of JV Investor is a lender, with respect to any key person provisions relating to Mr. Messinger, our chief executive officer, or a replacement) in the event such breach or failure is caused by the actions of TPH Manager, Key Manager Employee or any affiliate and continues after the giving of any required notice and the expiration of any applicable cure period under such loan documents, and which is not the subject of a forbearance or waiver from such lender. Under the Asset Management Agreement, “Key Manager Employee” means Mr. Messinger or a replacement officer or employee of TPH Manager with reasonably equivalent skills and abilities (as determined by the JV Investor on behalf of TPHGreenwich in its reasonable discretion).

Current wording

Company ceasing to be a member under the JV Operating Agreement, (b) TPH Manager transfers its rights or obligations under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition in bankruptcy, (d) TPH Manager, any Key Manager Employee (defined below) or any affiliate is convicted of fraud or is determined by a court of competent jurisdiction pursuant to a final judgment to have committed an act of fraud, (e) any misappropriation, gross negligence or willful misconduct by TPH Manager, any Key Manager Employee or any affiliate of the foregoing (which is curable one time during the term of the Asset Management Agreement if committed by a non-senior level employee), (f) any of the Company, TPH Manager or any Key Manager Employee is convicted of a felony crime or crime of moral turpitude, (f) any representation or warranty made by TPH Manager under the Asset Management Agreement is untrue in any material respect and remains uncured after notice from TPHGreenwich, (h) a material breach by TPH Manager of the terms of the Asset Management Agreement (other than as set forth above in this definition) which breach has a material adverse effect on TPHGreenwich and remains uncured after notice from TPHGreenwich, or (i) the breach or failure to comply by TPHGreenwich or any subsidiary with any loan documents (other than, in the case of loan documents in which an affiliate of JV Investor is a lender, with respect to any key person provisions relating to Mr. Messinger, our chief executive officer, or a replacement) in the event such breach or failure is caused by the actions of TPH Manager, Key Manager Employee or any affiliate and continues after the giving of any required notice and the expiration of any applicable cure period under such loan documents, and which is not the subject of a forbearance or waiver from such lender. Under the Asset Management Agreement, “Key Manager Employee” means Mr. Messinger or a replacement officer or employee of TPH Manager with reasonably equivalent skills and abilities (as determined by the JV Investor on behalf of TPHGreenwich in its reasonable discretion).

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. 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.

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 transitioned from Chief Executive Officer of the Company (i.e., TPH Manager) to consultant to TPHGreenwich in August 2024. Mr. Messinger continues to serve as a member of the Board and also, for the time being, as interim principal executive officer for SEC purposes. 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, 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.

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 the Quarterly Report on Form 10-Q for the period ended June 30, 2024, unless extended by the parties (the “Termination Date”). As of September 30, 2024, Mr. Messenger has received $600,000 of these payments. The last payment due to Mr. Messinger was made subsequent to September 30, 2024. Upon the Termination Date, the Consulting Agreement automatically became effective. 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

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,

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 previously engaged Houlihan Lokey and Ackman-Ziff to act as advisors in connection with our strategic review process and to assist us in identifying and

Previous wording

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

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. The Company has entered into a letter of intent with an unaffiliated third party in connection with a potential strategic transaction. 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, with that party or any other party.

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. 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

Previous 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.

Current 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, 2023 and ends June 30, 2025. 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

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.

Current 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 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 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.

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 nine months ended September 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 nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 may not be comparable.

Previous wording

There was no rental revenues for the three months ended June 30, 2024 as compared to total rental revenues of $1.4 million for the three months ended June 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording all of the rental revenue. For the three months ended June 30, 2023, rental revenues were approximately $1.4 million and tenant reimbursements were approximately $78,000.

Current wording

There was no rental revenues for the three months ended September 30, 2024 as compared to total rental revenues of $1.5 million for the three months ended September 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording all of the rental revenue. For the three months ended September 30, 2023, rental revenues were approximately $1.4 million and tenant reimbursements were approximately $46,000.

Previous wording

Other income increased by approximately $349,000 to $373,000 for the three months ended June 30, 2024 from $24,000 for the three months ended June 30, 2023. For the three months ended June 30, 2024, this income represents the management fee earned from TPHGreenwich. For the three months ended June 30, 2023, the income was from the SCA’s construction supervision fee.

Current wording

Other income increased by approximately $368,000 to $397,000 for the three months ended September 30, 2024 from $29,000 for the three months ended September 30, 2023. For the three months ended September 30, 2024, this income represents the management fee earned from TPHGreenwich. For the three months ended September 30, 2023, the income was from the SCA’s construction supervision fee.

Previous wording

There were no sales of 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 sales of residential condominium units. We closed on two residential condominium units during the three months ended June 30, 2023. 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 were no sales of residential condominium units at 77 Greenwich for the three months ended September 30, 2024 as compared to $9.2 million for the three months ended September 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the sales of residential condominium units. We closed on three residential condominium units during the three months ended September 30, 2023. Units that we closed during 2023 were generally lower priced, smaller units on the building’s lower floors.

Previous wording

Property operating expenses decreased by approximately $791,000 to $20,000 for the three months ended June 30, 2024 from $811,000 for the three months ended June 30, 2023. The decrease in property operating expenses was mainly due to the Recapitalization Transactions mentioned above as most of the operating expenses are recorded at TPHGreenwich. 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 $769,000 to $17,000 for the three months ended September 30, 2024 from $786,000 for the three months ended September 30, 2023. The decrease in property operating expenses was due to the Recapitalization Transactions mentioned above as most of the operating expenses are recorded at TPHGreenwich. 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

There was no real estate tax expense for the three months ended June 30, 2024 as compared to $451,000 for the three 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. Real estate tax expense is predominately for 77 Greenwich and to a lesser extent for 237 11 th and the Paramus, New Jersey property.

Current wording

There was no real estate tax expense for the three months ended September 30, 2024 as compared to $668,000 for the three months ended September 30, 2023. The decrease in real estate tax expense was due to the Recapitalization Transactions mentioned above as real estate tax expenses are recorded at TPHGreenwich. Real estate tax expense is predominately for 77 Greenwich and to a lesser extent for 237 11 th and the Paramus, New Jersey property.

Previous 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.

Current wording

September 30, 2024, approximately $71,000 related to stock-based compensation, $738,000 related to payroll and payroll related expenses, $355,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $137,000 related to legal, accounting and other professional fees. For the three months ended September 30, 2023, approximately $79,000 related to stock-based compensation, $609,000 related to payroll and payroll related expenses, $464,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $359,000 related to legal, accounting and other professional fees.

Previous 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).

Current wording

Pension related costs decreased by approximately $48,000 to $96,000 for the three months ended September 30, 2024 from $144,000 for the three months ended September 30, 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).

Previous 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.

Current wording

There was no cost of sales – residential condominium units at 77 Greenwich for the three months ended September 30, 2024 as compared to $9.8 million for the three months ended September 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 three residential condominium units during the three months ended September 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.

Previous wording

Depreciation and amortization decreased by approximately $1.0 million to $4,000 for the three months ended June 30, 2024 from $1.0 million for the three months ended June 30, 2023. 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 three months ended June 30, 2024, depreciation and amortization expense consisted of depreciation for the corporate office furniture, fixtures and computer equipment. For the three months ended June 30, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $283,000, depreciation for 237 11 th of approximately $414,000, 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 $1.0 million to $4,000 for the three months ended September 30, 2024 from $1.0 million for the three months ended September 30, 2023. The decrease in depreciation and amortization expense was due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the depreciation and amortization expense. For the three months ended September 30, 2024, depreciation and amortization expense consisted of depreciation for the corporate office furniture, fixtures and computer equipment. For the three months ended September 30, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $284,000, depreciation for 237 11 th of approximately $416,000, 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.

Previous 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.

Current wording

Unrealized gain on warrants was $14,000 for the three months ended September 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

There was no interest expense for the three months ended June 30, 2024 as compared to $7.2 million for the three months ended June 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the interest expense. For the three months ended June 30, 2023, there was approximately $7.2 million of gross interest expense incurred and no amounts were capitalized into residential condominium units for sale.

Current wording

There was no interest expense for the three months ended September 30, 2024 as compared to $7.9 million for the three months ended September 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the interest expense. For the three months ended September 30, 2023, there was approximately $7.9 million of gross interest expense incurred and no amounts were capitalized into residential condominium units for sale.

Previous wording

There was no interest expense - amortization of deferred finance costs for the three months ended June 30, 2024 as compared to $933,000 for the three months ended June 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the amortization of deferred finance costs.

Current wording

There was no interest expense - amortization of deferred finance costs for the three months ended September 30, 2024 as compared to $758,000 for the three months ended September 30, 2023. This is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the amortization of deferred finance costs.

Previous wording

Net loss attributable to common stockholders decreased approximately $9.2 million to $1.7 million for the three months ended June 30, 2024 as compared to $10.9 million for the three months ended June 30, 2023. This is a result of the changes discussed above.

Current wording

Net loss attributable to common stockholders decreased approximately $10.8 million to $1.1 million for the three months ended September 30, 2024 as compared to $11.9 million for the three months ended September 30, 2023. This is a result of the changes discussed above.

Previous wording

Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Current wording

Results of Operations for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Previous 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.

Current wording

Rental revenues in total decreased by approximately $3.6 million to $798,000 for the nine months ended September 30, 2024 from $4.4 million for the nine months ended September 30, 2023. This consisted of a decrease in rent revenues of approximately $3.5 million to $741,000 for the nine months ended September 30, 2024 from $4.2 million for the nine months ended September 30, 2023, as well as a decrease in tenant reimbursements of approximately $100,000 to $57,000 for the nine months ended September 30, 2024 from $157,000 for the nine months ended September 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 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.

Current wording

Other income increased by approximately $717,000 to $890,000 for the nine months ended September 30, 2024 from $173,000 for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, this income represents the management fee earned from TPHGreenwich. For the nine months ended September 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 $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.

Current wording

Sales of residential condominium units at 77 Greenwich decreased by approximately $26.1 million to $1.4 million for the nine months ended September 30, 2024 from $27.5 million for the nine months ended September 30, 2023. We closed on one and 10 residential condominium units during the nine months ended September 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.

Previous 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.

Current wording

Property operating expenses decreased by approximately $2.4 million to $454,000 for the nine months ended September 30, 2024 from $2.9 million for the nine months ended September 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 nine fewer residential condominium units having closed. This was partially offset by no capitalized operating costs associated with 77 Greenwich during the nine months ended September 30, 2024 compared to the nine months ended September 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 $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.

Current wording

Real estate tax expense decreased by approximately $1.2 million to $363,000 for the nine months ended September 30, 2024 from $1.6 million for the nine months ended September 30, 2023. The decrease in real estate tax expense was 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 nine months ended September 30, 2024 as compare to the nine months ended September 30, 2023.

Previous wording

General and administrative expenses decreased by approximately $287,000 to $3.0 million for the six months ended June 30, 2024 from $3.3 million for the six months ended June 30, 2023. For the six months ended June 30, 2024, approximately $64,000 related to stock-based compensation, $1.5 million related to payroll and payroll related expenses, $864,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $519,000 related to legal, accounting and other professional fees. For the six months ended June 30, 2023, approximately $208,000 related to stock-based compensation, $1.3 million related to payroll and payroll related expenses, $869,000 related to other corporate expenses, including board fees, corporate office rent and insurance and $903,000 related to legal, accounting and other professional fees.

Current wording

General and administrative expenses decreased by approximately $497,000 to $4.3 million for the nine months ended September 30, 2024 from $4.8 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, approximately $136,000 related to stock-based compensation, $2.3 million related to payroll and payroll related expenses, $1.2 million related to other corporate expenses, including board fees, corporate office rent and insurance and $656,000 related to legal, accounting and other professional fees. For the nine months ended September 30, 2023, approximately $286,000 related to stock-based compensation, $1.9 million related to payroll and payroll related expenses, $1.3 million related to other corporate expenses, including board fees, corporate office rent and insurance and $1.3 million related to legal, accounting and other professional fees.

Previous wording

Pension related costs decreased by approximately $22,000 to $265,000 for the six months ended June 30, 2024 compared to $287,000 for the six 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).

Current wording

Pension related costs decreased by approximately $70,000 to $361,000 for the nine months ended September 30, 2024 compared to $431,000 for the nine months ended September 30, 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).

Previous wording

Cost of sales – residential condominium units decreased by approximately $16.1 million to $1.4 million for the six months ended June 30, 2024 from $17.5 million for the six months ended June 30, 2023. We closed on one and seven residential

Current wording

Cost of sales – residential condominium units decreased by approximately $25.8 million to $1.4 million for the nine months ended September 30, 2024 from $27.3 million for the nine months ended September 30, 2023. We closed on one and 10

Previous wording

condominium units during the six months ended June 30, 2024 and 2023, respectively. This decrease in costs of sales is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the cost of sales of residential condominium units. 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

residential condominium units during the nine months ended September 30, 2024 and 2023, respectively. This decrease in costs of sales is due to the Recapitalization Transactions mentioned above whereby TPHGreenwich is recording the cost of sales of residential condominium units. 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.

Previous 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.

Current wording

Depreciation and amortization decreased by approximately $2.2 million to $770,000 for the nine months ended September 30, 2024 from $3.0 million for the nine months ended September 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 nine months ended September 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 , the amortization of warrants of approximately $452,000 and depreciation for the corporate office furniture, fixtures and computer equipment of $14,000. For the nine months ended September 30, 2023, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $845,000, depreciation for 237 11 th of approximately $1.2 million, the amortization of lease commissions and acquired in-place leases of approximately $577,000 for 237 11 th, and amortization of warrants of approximately $342,000.

Previous 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.

Current wording

Gain on contribution to joint venture was approximately $21.0 million for the nine months ended September 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 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.

Current wording

Equity in net loss from unconsolidated joint ventures was approximately $6.0 million for the nine months ended September 30, 2024. For the nine months ended September 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 nine months ended September 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 nine months ended September 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

Equity in net gain on sale of unconsolidated joint venture property of $3.1 million for the six months ended June 30, 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 of $3.1 million for the nine months ended September 30, 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.