Trinity Place Holdings Inc. [TPHS] Filings

10-Q 1 tphs-20240630x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to _____________

Commission File Number 001-08546

TRINITY PLACE HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	22-2465228
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

340 Madison Avenue, New York, New York	10173
(Address of Principal Executive Offices)	(Zip Code)

(212) 235-2190

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01 Par Value Per Share	TPHS	NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ◻	Accelerated Filer ☐	Non-Accelerated Filer ☒
Smaller Reporting Company ☒		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

No ⌧

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ⌧ No ◻

As of August 14, 2024, there were 64,089,390 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

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INDEX


		PAGE NO.
PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3

	Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3

	Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2024 and the three and six months ended June 30, 2023	4

	Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2024 and the three and six months ended June 30, 2023	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and the six months ended June 30, 2023	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

TRINITY PLACE HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except par value and share amounts)


	June 30,		December 31,
	2024		2023

ASSETS

Real estate, net	$	—	$	62,324
Residential condominium units for sale		—		184,561
Cash and cash equivalents		854		264
Restricted cash		1,643		8,081
Prepaid expenses and other assets, net		158		2,774
Pension asset		1,370		1,370
Investment in unconsolidated joint venture		—		—
Receivables		125		356
Deferred rents receivable		—		307
Right-of-use asset		317		519
Intangible assets, net		—		6,952
Total assets	$	4,467	$	267,508

LIABILITIES

Loans payable, net	$	—	$	194,628
Corporate credit facility, net		—		40,791
Secured line of credit		—		11,750
Accounts payable and accrued expenses		656		28,273
Accrued professional fees		1,639		1,545
Lease liability		346		569
Total liabilities		2,641		277,556

Commitments and Contingencies

STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding		—		—
Preferred stock, $0.01 par value; 2 shares authorized; no shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Special stock, $0.01 par value; 1 share authorized, issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Common stock, $0.01 par value; 79,999,997 shares authorized; 71,031,987 and 44,965,083 shares issued at June 30, 2024 and December 31, 2023, respectively; 64,089,390 and 38,199,386 shares outstanding at June 30, 2024 and December 31, 2023, respectively		711		450
Additional paid-in capital		149,575		145,301
Treasury stock (6,942,597 and 6,765,697 shares at June 30, 2024 and December 31, 2023, respectively)		(57,665)		(57,637)
Accumulated other comprehensive loss		(2,017)		(2,257)
Accumulated deficit		(88,778)		(95,905)

Total stockholders’ equity (deficit)		1,826		(10,048)

Total liabilities and stockholders’ equity (deficit)	$	4,467	$	267,508

See Notes to Consolidated Financial Statements

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TRINITY PLACE HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (unaudited)

(In thousands, except per share amounts)


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2024		2023		2024		2023

Revenues
Rental revenues	$	—	$	1,425	$	798	$	2,936
Other income		373		24		493		144
Sales of residential condominium units		—		5,224		1,439		18,321

Total revenues		373		6,673		2,730		21,401

Operating Expenses
Property operating expenses		20		811		437		2,078
Real estate taxes		—		451		363		914
General and administrative		1,886		1,835		2,992		3,279
Pension related costs		135		143		265		287
Cost of sales - residential condominium units		—		5,169		1,437		17,478
Transaction related costs		—		—		—		113
Depreciation and amortization		4		1,003		766		2,003

Total operating expenses		2,045		9,412		6,260		26,152

Operating loss		(1,672)		(2,739)		(3,530)		(4,751)

Gain on contribution to joint venture		—		—		20,976		—
Equity in net loss from unconsolidated joint ventures		—		—		(5,962)		(4)
Equity in net gain on sale of unconsolidated joint venture property		—		7		—		3,065
Unrealized (loss) gain on warrants		—		(10)		—		56
Interest expense, net		—		(7,194)		(3,883)		(13,522)
Interest expense - amortization of deferred finance costs		—		(933)		(334)		(1,825)

(Loss) income before taxes		(1,672)		(10,869)		7,267		(16,981)

Tax expense		(54)		(51)		(140)		(175)

Net (loss) income attributable to common stockholders	$	(1,726)	$	(10,920)	$	7,127	$	(17,156)

Other comprehensive income:

Unrealized gain on pension liability		120		118		240		237
Comprehensive (loss) income attributable to common stockholders	$	(1,606)	$	(10,802)	$	7,367	$	(16,919)

(Loss) income per share - basic and diluted	$	(0.03)	$	(0.29)	$	0.12	$	(0.45)

Weighted average number of common shares - basic and diluted		65,588		37,993		59,222		37,800

See Notes to Consolidated Financial Statements

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TRINITY PLACE HOLDINGS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

(In thousands)


FOR THE THREE MONTHS ENDED JUNE 30, 2024

												Accumulated
					Additional							Other
		Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
		Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of March 31, 2024	(as revised)	70,736	$	708	$	149,596	(6,943)	$	(57,665)	$	(87,052)	$	(2,137)	$	3,450

Net loss attributable to common stockholders		—		—		—	—		—		(1,726)		—		(1,726)
Sale of common stock		—		—		(94)	—		—		—		—		(94)
Settlement of stock awards		296		3		—	—		—		—		—		3
Unrealized gain on pension liability		—		—		—	—		—		—		120		120
Stock-based compensation		—		—		73	—		—		—		—		73

Balance as of June 30, 2024		71,032	$	711	$	149,575	(6,943)	$	(57,665)	$	(88,778)	$	(2,017)	$	1,826


FOR THE SIX MONTHS ENDED JUNE 30, 2024

											Accumulated
				Additional							Other
	Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
	Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of December 31, 2023	44,965	$	450	$	145,301	(6,766)	$	(57,637)	$	(95,905)	$	(2,257)	$	(10,048)

Net income attributable to common stockholders	—		—		—	—		—		7,127		—		7,127
Sale of common stock	25,112		251		4,141	—		—		—		—		4,392
Settlement of stock awards	955		10		—	(177)		(28)		—		—		(18)
Unrealized gain on pension liability	—		—		—	—		—		—		240		240
Stock-based compensation	—		—		133	—		—		—		—		133

Balance as of June 30, 2024	71,032	$	711	$	149,575	(6,943)	$	(57,665)	$	(88,778)	$	(2,017)	$	1,826

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FOR THE THREE MONTHS ENDED JUNE 30, 2023

											Accumulated
				Additional							Other
	Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
	Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of March 31, 2023	43,903	$	439	$	144,980	(6,740)	$	(57,610)	$	(63,122)	$	(3,507)	$	21,180

Net loss attributable to common stockholders	—		—		—	—		—		(10,920)		—		(10,920)
Settlement of warrants	750		8		(5)	—		—		—		—		3
Settlement of stock awards	151		1		—	(26)		(27)		—		—		(26)
Unrealized gain on pension liability	—		—		—	—		—		—		118		118
Stock-based compensation	—		—		139	—		—		—		—		139

Balance as of June 30, 2023	44,804	$	448	$	145,114	(6,766)	$	(57,637)	$	(74,042)	$	(3,389)	$	10,494


FOR THE SIX MONTHS ENDED JUNE 30, 2023

											Accumulated
				Additional							Other
	Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive
	Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Total

Balance as of December 31, 2022	43,448	$	435	$	144,879	(6,541)	$	(57,461)	$	(56,886)	$	(3,626)	$	27,341

Net loss attributable to common stockholders	—		—		—	—		—		(17,156)		—		(17,156)
Settlement of warrants	750		8		(5)	—		—		—		—		3
Settlement of stock awards	606		5		—	(225)		(176)		—		—		(171)
Unrealized gain on pension liability	—		—		—	—		—		—		237		237
Stock-based compensation	—		—		240	—		—		—		—		240

Balance as of June 30, 2023	44,804	$	448	$	145,114	(6,766)	$	(57,637)	$	(74,042)	$	(3,389)	$	10,494

See Notes to Consolidated Financial Statements

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TRINITY PLACE HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)


	For the		For the
	Six Months Ended		Six Months Ended
	June 30,		June 30,
	2024		2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) attributable to common stockholders	$	7,127	$	(17,156)
Adjustments to reconcile net income (loss) attributable to common stockholders to net cash (used in) provided by operating activities:
Depreciation and amortization and amortization of deferred finance costs		1,100		3,828
Other non-cash adjustment - paid-in-kind interest		1,466		(231)
Stock-based compensation expense		133		233
Gain on sale of joint venture real estate		—		(3,065)
Gain on contribution to joint venture		(20,976)		—
Deferred rents receivable		12		(48)
Other non-cash adjustments - pension expense		240		237
Unrealized gain on warrants		—		(56)
Equity in net loss from unconsolidated joint ventures		5,962		4
Decrease (increase) in operating assets:
Residential condominium units for sale		2,201		10,386
Receivables		(178)		91
Prepaid expenses and other assets, net		176		1,641
(Decrease) increase in operating liabilities:
Accounts payable and accrued expenses		(3,108)		5,956
Net cash (used in) provided by operating activities		(5,845)		1,820

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate		—		(43)
Transfer of restricted cash		(6,904)		—
Net proceeds from sale of unconsolidated joint venture		—		7,240
Net cash (used in) provided by investing activities		(6,904)		7,197

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans and corporate credit facility		2,526		3,000
Proceeds from secured line of credit		—		2,000
Repayment of loans and corporate credit facility		—		(14,626)
Repayment of note payable		—		(5,863)
Settlement of stock awards		(18)		(171)
Transfer of restricted cash		—		3
Sale of common stock, net		4,393		—
Net cash provided by (used in) financing activities		6,901		(15,657)

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(5,848)		(6,640)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		8,345		22,055
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	2,497	$	15,415

CASH AND CASH EQUIVALENTS, BEGINNING PERIOD	$	264	$	1,548
RESTRICTED CASH, BEGINNING OF PERIOD		8,081		20,507
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	$	8,345	$	22,055

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	854	$	4,395
RESTRICTED CASH, END OF PERIOD		1,643		11,020
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	2,497	$	15,415

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for: Interest	$	915	$	8,870
Cash paid during the period for: Taxes	$	117	$	120

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capitalized amortization of deferred financing costs and warrants	$	—	$	78
Capitalized stock-based compensation expense	$	—	$	7
Transfer of real estate and condominium assets	$	244,477	$	—
Transfer of loans, credit facility and line of credit	$	(251,325)	$	—
Transfer of operating assets and liabilities, net	$	(14,797)	$	—

See Notes to Consolidated Financial Statements

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Trinity Place Holdings Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
June 30, 2024

Note 1 – Business

Overview

Trinity Place Holdings Inc., which we refer to in these financial statements as “Trinity,” “we,” “our,” or “us”, is a real estate holding, investment, development and asset management company. As part of a series of transactions described below, on February 14, 2024, TPHGreenwich Holdings LLC (“TPHGreenwich”), a previously 100% owned subsidiary of ours, became owned 95% by us, with an affiliate of the lender under our corporate credit facility (the “Corporate Credit Facility” or “CCF”) owning a 5% interest in, and acting as manager of, such entity. The entity holds our real estate assets and related liabilities, including (i) the property located at 77 Greenwich Street in Lower Manhattan (“77 Greenwich”), which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11^th Street in Brooklyn, New York (“237 11^th”), and (iii) a property occupied by retail tenants in Paramus, New Jersey (the “Paramus Property”).

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 at June 30, 2024, which can be used to reduce our future taxable income and capital gains.

Recapitalization Transactions

On February 14, 2024, we consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility (the “Company Investor”) and TPHS Investor LLC, an affiliate of the Company Investor (the “JV Investor”, and together with the Company Investor, the “Investor”), pursuant to which (i) the Company Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the “Investor Shares”) for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the “JV Operating Agreement”), pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, as described in more detail below, and TPHGreenwich continues to own, indirectly, all of the real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into an asset management agreement (the “Asset Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”), pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in more detail below (collectively, the “Recapitalization Transactions”).

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 carry forwards, intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the “77G Mortgage Loan”) and mezzanine loan agreement (the “77G Mezzanine Loan”) for 77 Greenwich, both of which were assumed by TPHGreenwich, 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.

Joint Venture Agreement

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 amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional

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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.

JV Investor, in its capacity as manager of TPHGreenwich, will manage, control and conduct the affairs of TPHGreenwich, subject only to certain major decisions set forth in the JV Operating Agreement. Major decisions are (1) entering into any transaction with or for the benefit of Investor or its affiliate, other than any transaction involving Investor or its affiliate providing debt and/or equity to the Company as set forth in the JV Operating Agreement or any arms-length transaction, (2) any amendment or modification of the JV Operating Agreement or any operating agreement of a subsidiary company of TPHGreenwich, or any other agreement with the Company or a subsidiary company of TPHGreenwich if such amendment would materially adversely affect the rights or obligations of the Company in a manner that is disproportionate to the JV Investor, (3) any tax or accounting matter decision relating to net operating losses that would be materially adverse to the Company but not the JV Investor, and (4) the admission of any other member to TPHGreenwich or its subsidiary except as permitted under the JV Operating Agreement.

Under the JV Operating Agreement, the Company will retain oversight of the Paramus Property and will have the sole and exclusive right to manage and make decisions regarding the Paramus Property, subject to (i) the Company Investor’s right to approve any purchase and sale agreement for the Paramus Property that may be entered into in accordance with the terms and conditions of the Stock Purchase Agreement; (ii) the JV Investor’s right to approve any material modifications of such purchase and sale agreement for the Paramus Property, and (iii) the JV Investor’s right to approve any dissolution of the owner of the Paramus Property.

The Company’s liability under any cause of action arising from or in connection with the JV Operating Agreement is limited to its interest in TPHGreenwich, other than with respect to certain Company guaranty liabilities related to (a) any loss or expense incurred by the JV Investor under any non-recourse carveout guaranty or environmental indemnity to a third-party lender, or (b) indemnification and reimbursement from the Company if the JV Investor makes a payment to a third party lender pursuant to a guaranty (other than a non-recourse carve out guaranty or environmental indemnity), in each case, to the extent such loss, expense or payment was caused solely by, or required solely as a result of, the acts or omissions of the Company or the TPH Manager without the prior written consent of the JV Investor.

Asset Management Agreement

At the closing of the Recapitalization Transactions, the TPH Manager entered into the Asset Management Agreement with TPHGreenwich. The Asset Management Agreement provides that the TPH Manager agrees to provide certain services in connection with the construction (with respect to 77 Greenwich), management, operation, supervision and maintenance of 77 Greenwich and 237 11th. To compensate TPH Manager for such services, TPHGreenwich will pay an annual management fee to TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding principal balance of the CCF plus (ii) the outstanding principal balance of the 77G Mezzanine Loan, plus (iii) the principal balance of any future fundings of any type under the CCF and/or 77G Mezzanine Loan.

The Asset Management Agreement will continue until the earlier to occur of (a) both consummation of a sale, transfer, conveyance or other disposition of 77 Greenwich and 237 11^th and the final resolution of the 237 11^th litigation, or (b) the earlier termination of the Asset Management Agreement pursuant to its terms. TPHGreenwich has the right to terminate the Asset Management Agreement at any time with or without cause, provided that if the TPH Manager is terminated without cause prior to the 18-month anniversary of the Asset Management Agreement, the TPH Manager will be entitled to a termination payment equal to 75 days’ payment of the management fee, based on the average fee paid to the TPH Manager during the immediately prior 12 months. After the 18-month anniversary of the Asset Management Agreement, the TPH Manager will also have the right to terminate the Asset Management Agreement in its sole and absolute discretion, upon not less than 75 days’ prior written notice to TPHGreenwich.

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 under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition

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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, (g) 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).

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. As of June 30, 2024, TPHGreenwich has not terminated the Asset Management Agreement, however there is no assurance of how long the Asset Management Agreement will remain in effect.

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 the following 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 quarter ended June 30, 2024, unless extended by the parties (the “Termination Date”), and that he will no longer have the right to terminate the Employment Agreement with Good Reason: (i) $300,000 within seven days of execution of the Amendment, (ii) $300,000 on August 1, 2024 and (iii) $300,000 on November 1, 2024. In addition, on the Termination Date, Mr. Messinger’s unvested restricted stock unit grants shall vest, and following the Termination Date, the Company will reimburse Mr. Messinger for COBRA continuation coverage for a period of 18 months. These payments, as well as the payments under the Consulting Agreement, will constitute full settlement with regards to any severance payable to Mr. Messinger under the Employment Agreement.

Under the terms of the Amendment, for so long as Mr. Messinger is not in breach of the Amendment or the Consulting Agreement, to the extent that a seat on the Company’s board of directors is then available, until June 30, 2026, the Company Investor will exercise its vote as shareholder in favor of electing Mr. Messinger to the Company’s board of directors, in addition to its existing board appointment rights.

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 as follows: upon the earlier to occur of June 1, 2026 and (i) the sale of the Company’s Paramus property, $

Trinity Place Holdings Inc. [TPHS] Filings
10-Q	[2024-08-14]
10-Q	[2024-05-15]
10-K	[2024-03-29]
10-Q	[2023-11-14]
10-Q	[2023-08-14]
10-Q	[2023-05-15]
10-K	[2023-03-31]
10-Q	[2022-11-14]
10-Q	[2022-09-07]
10-Q	[2022-05-16]
10-K	[2022-03-31]
10-Q	[2021-11-12]
10-Q	[2021-08-11]
10-Q	[2021-05-12]
10-K	[2021-03-31]
10-Q	[2020-11-06]
10-Q	[2020-08-10]
10-Q	[2020-05-11]
10-K	[2020-03-13]
10-Q	[2019-11-08]
10-Q	[2019-08-07]
10-Q	[2019-05-08]
10-K	[2019-03-18]
10-Q	[2018-11-07]
10-Q	[2018-08-08]
10-Q	[2018-05-10]
10-K	[2018-03-15]
10-Q	[2017-11-08]
10-Q	[2017-08-09]
10-Q	[2017-05-09]
10-K	[2017-03-15]
10-Q	[2016-11-07]
10-Q	[2016-08-08]
10-Q	[2016-05-10]
10-Q	[2016-01-07]
10-Q	[2015-10-08]
10-Q	[2015-07-09]
10-K	[2015-05-14]
10-Q	[2015-01-13]
10-Q	[2014-10-14]
10-Q	[2014-07-15]
10-K	[2014-05-30]
S-1	[2014-01-16]
10-Q	[2014-01-14]
10-Q	[2013-10-15]
10-Q	[2013-07-16]
10-K	[2013-05-31]
10-Q	[2013-01-08]
10-Q	[2012-10-09]
10-Q	[2012-07-10]
10-K	[2012-05-25]
10-Q	[2012-01-10]