Trinity Place Holdings Inc. (OTC:TPHS) (the "Company," "we," "our," or "us") today announced operating results for the third quarter ended September 30, 2025.

The Company is an intellectual property holding, investment, and commercialization company. We own and control a portfolio 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 the An Educated Consumer is Our Best Customer® slogan. Our strategy today centers on monetizing these assets through brand licensing, e-commerce initiatives, strategic partnerships, and protection and enforcement of our intellectual property rights.

Secured Promissory Note

On February 18, 2025, the Company issued a Senior Secured Promissory Note (the "Steel Promissory Note") to Steel Connect, LLC (the "Steel Lender"), an affiliate of Steel Partners Holdings L.P. ("Steel Partners"), pursuant to which the Company may borrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of the Company. As of September 30, 2025, approximately $1.3 million, including accrued interest, was outstanding under the Steel Promissory Note.

Steel Services Agreement

As of March 19, 2025, Steel Services Ltd. ("Steel Services"), an affiliate of Steel Partners, and the Company entered into a management services agreement (the "Steel MSA") pursuant to which Steel Services agreed to provide certain managerial services to the Company. Pursuant to the Steel MSA, for a period of one year (which shall renew automatically for additional one-year terms unless otherwise terminated), Steel Services shall provide certain managerial services to the Company, including general assistance with legal, finance & treasury, internal audit, human resources, IT and tax functions and obligations. In consideration for the services rendered under the Steel MSA, the Company shall pay Steel Services $10,000 monthly.

Pension Settlement and Plan Asset Reversion

During the nine months ended September 30, 2025, the Company recognized a non-cash settlement charge of $2.6 million due to the purchase of annuity contracts related to the termination of the legacy pension plan, as well as $0.5 million excise tax on the estimated reversion of pension plan assets.

During the three months ended September 30, 2025, the Company received cash proceeds of approximately $0.9 million for the pension asset reversion and paid approximately $0.4 million for the related excise tax.

Stock Repurchases

During the three months ended September 30, 2025, the Company entered an agreement with a shareholder (the "Seller") pursuant to which the Company committed to repurchase (1) 1,100,000 shares of its Common Stock (the "Common Stock"), par value $0.01 per share, and (2) one share of the Company's Special Stock, par value $0.01 per share (the "Special Stock", and together with the Common Stock, the "Purchased Shares") from the Seller in exchange for a cash payment of $0.04 per share of Common Stock and $0.04 for the Special Stock, for an aggregate purchase price of $44.0 thousand. The Special Stock provided the Seller the right to appoint a member to the Board of Directors, which right was retired by the Company during the three months ended September 30, 2025.

Additionally, during the three months ended September 30, 2025, the Company executed another agreement with another shareholder pursuant to which the Company repurchased 200,000 shares of its common stock, par value $0.01 per share for a total cash payment of $8.0 thousand, representing a purchase price of $0.04 per share.

Net Operating Losses

At September 30, 2025, the Company had carryforwards of federal net operating losses ("NOLs") of approximately $330.7 million available to reduce future federal taxes. Of the Company's federal NOLs, $226.9 million were generated prior to 2018 and may expire if unused by 2037, and $103.8 million were generated in 2018 and later years and can be carried forward indefinitely subject to an 80 percent taxable income annual limitation.

Based on management's assessment, it is more likely than not that the deferred tax assets associated with the NOLs will not be realized by future taxable income or tax planning strategies. Accordingly, the Company has a valuation allowance of $91.5 million as of September 30, 2025. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets would be recognized as a reduction of income tax expense and an increase in the deferred tax asset.

Note that 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 percent 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 percent stockholder.

Forward-Looking Statements

Certain information in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated. Such forward-looking statements do not guaranty future performance and are subject to various factors that could cause actual results to differ materially. Undue reliance should not be placed on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Additionally, the Company does not undertake any responsibility to provide updates on the occurrence of unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.

(Financial Tables on Following Pages)

TRINITY PLACE HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
	September 30, 2025			December 31, 2024
	(unaudited)
ASSETS
Cash and cash equivalents	$	341		$	277
Restricted cash		—			126
Prepaid expenses and other assets, net		255			267
Pension asset		—			2,802
Accounts receivable, net		—			146
Right-of-use asset		—			109
Total assets	$	596		$	3,727
LIABILITIES
Steel Promissory Note payable	$	1,312		$	—
Accounts payable and accrued expenses		53			454
Accrued professional fees		225			954
Lease liability		—			118
Total liabilities		1,590			1,526

Commitments and Contingencies

STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, $0.01 par value; 40,000,000 shares authorized; no shares issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Preferred stock, $0.01 par value; 2 shares authorized; no shares issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Special stock, $0.01 par value; 0 shares authorized, issued and outstanding at September 30, 2025 and 1 share authorized, issued and outstanding at December 31, 2024		—			—
Common stock, $0.01 par value; 79,999,997 shares authorized; 73,447,413 and 72,487,481 shares issued at September 30, 2025, and December 31, 2024, respectively; 66,047,266 and 65,314,726 shares outstanding at September 30, 2025, and December 31, 2024, respectively		735			725
Additional paid-in capital		150,713			150,183
Treasury stock (7,400,147 and 7,172,755 shares at September 30, 2025, and December 31, 2024, respectively)		(57,686	)		(57,676	)
Accumulated other comprehensive loss		—			(729	)
Accumulated deficit		(94,756	)		(90,302	)
Total stockholders' (deficit) equity		(994	)		2,201

Total liabilities and stockholders' (deficit) equity	$	596		$	3,727

TRINITY PLACE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
(in thousands, except per share amounts)
(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2025			2024			2025			2024
Revenues
Rental revenues	$	—		$	—		$	—		$	798
Other income		—			397			239			890
Sales of residential condominium units		—			—			—			1,439
Total revenues		—			397			239			3,127
Operating expenses
Property operating expenses		3			17			33			454
Real estate taxes		—			—			—			363
General and administrative		301			1,301			1,705			4,293
Pension related costs		—			96			—			361
Cost of sales - residential condominium units		—			—			—			1,437
Depreciation and amortization		—			4			1			770
Total operating expenses		304			1,418			1,739			7,678
Operating loss		(304	)		(1,021	)		(1,500	)		(4,551	)
Non-cash pension settlement gain (expense) and estimated excise tax on plan asset reversion		37			—			(3,086	)		—
Gain on contribution to joint venture		—			—						20,976
Equity in net loss from unconsolidated joint ventures		—			—			—			(5,962	)
Interest expense, net		(29	)		—			(62	)		(3,883	)
Interest expense - amortization of deferred finance costs		—			—			—			(334	)
(Loss) income before taxes	$	(296	)	$	(1,021	)	$	(4,648	)	$	6,246
Income tax (expense) benefit		—			(51	)		194			(191	)
Net (loss) income attributable to common stockholders	$	(296	)	$	(1,072	)	$	(4,454	)	$	6,055
Other comprehensive income:
Reclassification of loss on pension settlement		—			—			729			—
Unrealized gain on pension liability		—			120			—			360
Other comprehensive income		—			120			729			360
Comprehensive (loss) income attributable to common stockholders	$	(296	)	$	(952	)	$	(3,725	)	$	6,415
(Loss) income per common unit - basic and diluted	$	0.00		$	(0.02	)	$	(0.07	)	$	0.10
Weighted average common shares outstanding - basic and diluted		66,198			65,793			66,245			61,428

TRINITY PLACE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
(unaudited)

															Accumulated			Total
				Additional											Other			Stockholders'
	Common Stock			Paid-In			Treasury Stock					Accumulated			Comprehensive			Equity
	Shares	Amount		Capital			Shares		Amount			Deficit			Loss			(Deficit)
Balance at December 31, 2024	72,487	$	725	$	150,183		(7,173	)	$	(57,676	)	$	(90,302	)	$	(729	)	$	2,201
Net loss attributable to common stockholders	—		—		—		—			—			(3,651	)		—			(3,651	)
Settlement of stock awards	960		10		537		(27	)		(2	)		—			—			545
Other comprehensive income	—		—		—		—			—			—			729			729
Stock-based compensation	—		—		(7	)	—			—			—			—			(7	)
Balance at March 31, 2025	73,447		735		150,713		(7,200	)		(57,678	)		(93,953	)		—			(183	)
Net loss attributable to common stockholders	—		—		—		—			—			(507	)		—			(507	)
Balance at June 30, 2025	73,447		735		150,713		(7,200	)		(57,678	)		(94,460	)		—			(690	)
Net loss attributable to common stockholders	—		—		—		—			—			(296	)		—			(296	)
Stock buy-back	—		—		—		(200	)		(8	)		—			—			(8	)
Balance at September 30, 2025	73,447	$	735	$	150,713		(7,400	)	$	(57,686	)	$	(94,756	)	$	—		$	(994	)


															Accumulated			Total
				Additional											Other			Stockholders'
	Common Stock			Paid-In			Treasury Stock					Accumulated			Comprehensive			(Deficit)
	Shares	Amount		Capital			Shares		Amount			Deficit			Loss			Equity
Balance at December 31, 2023	44,965	$	450	$	145,301		(6,766	)	$	(57,637	)	$	(95,905	)	$	(2,257	)	$	(10,048	)
Net income attributable to common stockholders	—		—		—		—			—			8,853			—			8,853
Sale of common stock	25,112		251		4,235		—			—			—			—			4,486
Settlement of stock awards	659		7		—		(177	)		(28	)		—			—			(21	)
Other comprehensive income	—		—		—		—			—			—			120			120
Stock-based compensation	—		—		60		—			—			—			—			60
Balance at 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
Other comprehensive income	—		—		—		—			—			—			120			120
Stock-based compensation	—		—		73		—			—			—			—			73
Balance at June 30, 2024	71,032		711		149,575		(6,943	)		(57,665	)		(88,778	)		(2,017	)		1,826
Net loss attributable to common stockholders	—		—		—		—			—			(1,072	)		—			(1,072	)
Settlement of stock awards	1,455		14		—		(230	)		(11	)		—			—			3
Other comprehensive income	—		—		—		—			—			—			120			120
Stock-based compensation	—		—		604		—			—			—			—			604
Balance at September 30, 2024	72,487	$	725	$	150,179		(7,173	)	$	(57,676	)	$	(89,850	)	$	(1,897	)	$	1,481

TRINITY PLACE HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
	Nine Months Ended September 30,
		2025			2024
Cash flows from operating activities:
Net (loss) income attributable to common stockholders	$	(4,454	)	$	6,055
Adjustments to reconcile net (loss) income attributable to common stockholders to net cash used in operating activities:
Depreciation and amortization and amortization of deferred finance costs		1			1,104
Other non-cash adjustment - paid-in-kind interest		—			1,466
Settlement of stock awards and stock-based compensation expense		530			736
Gain on contribution to joint venture		—			(20,976	)
Deferred rents receivable		—			12
Non-cash pension settlement expense		2,605			—
Other non-cash adjustments - pension expense		—			360
Equity in net loss from unconsolidated joint ventures		—			5,962
Net change in operating assets and liabilities:
Residential condominium units for sale		—			2,201
Receivables		146			(187	)
Prepaid expenses and other assets, net		1,046			291
Accounts payable and accrued expenses		(1,186	)		(4,121	)
Net cash used in operating activities		(1,312	)		(7,097	)
Cash flows from investing activities:
Transfer of restricted cash		—			(6,904	)
Net cash used in investing activities		—			(6,904	)
Cash flows from financing activities:
Proceeds from loans and corporate credit facility		—			2,526
Proceeds from Steel Promissory Note		1,250			—
Settlement of stock awards		8			(15	)
Stock buy-back		(8	)		—
Sale of common stock, net		—			4,393
Net cash provided by financing activities		1,250			6,904
Net decrease in cash and cash equivalents and restricted cash		(62	)		(7,097	)
Cash and cash equivalents and restricted cash, beginning of period		403			8,345
Cash and cash equivalents and restricted cash, end of period	$	341		$	1,248
Cash and cash equivalents, beginning of period		277			264
Restricted cash, beginning of period		126			8,081
Cash and cash equivalents and restricted cash, beginning of period	$	403		$	8,345
Cash and cash equivalents, end of period		341			505
Restricted cash, end of period		—			743
Cash and cash equivalents and restricted cash, end of period	$	341		$	1,248
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	—		$	915
Cash paid during the period for taxes	$	15		$	240
Supplemental disclosure of non-cash investing and financing activities:
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	)

View source version on businesswire.com: https://www.businesswire.com/news/home/20251106113009/en/

Investor Contact

Jennifer Golembeske

212-520-2300

jgolembeske@steelpartners.com

Trinity Place Holdings Inc. Reports Third Quarter Financial Results