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

Second Quarter 2025 Financial Results

• Revenue for the second quarter of 2025 was $0.0 million, a decrease of 100%, as compared to revenue of $0.4 million in the same period of the prior year.
• Net loss was $0.5 million, or $(0.01) per share, for the second quarter of 2025, as compared to net loss of $1.7 million, or $(0.03) per share, in the same period of the prior year.

Year-to-Date 2025 Financial Results

• Revenue totaled $0.2 million, a decrease of 91%, as compared to revenue of $2.7 million in the same period of the prior year.
• Net loss was $4.2 million, or $(0.06) per share, as compared to net income of $7.1 million, or $0.12 per share, in the same period of the prior year.

About the Company

The Company is an intellectual property and real estate holding, investment, development and asset management company. As of June 30, 2025, 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.

Prior to the Trust Transfer described below, we also owned a 95% ownership interest in TPHGreenwich Holdings LLC ("TPHGreenwich"), which was accounted for as an equity method investment. As part of a series of transactions, on February 14, 2024, TPHGreenwich, a previously 100% owned subsidiary of the Company, 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. This entity holds our previously consolidated real estate assets and related liabilities, which includes 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.

Steel Partners Transaction

On February 5, 2025 (the “SPA Effective Date”), the Company entered into a Stock Purchase Agreement (the “Steel Stock Purchase Agreement”) with TPHS Lender LLC (“TPHS Lender”) and Steel IP Investments, LLC (the “Steel Purchaser”), an affiliate of Steel Partners Holdings L.P. (“Steel Partners”), pursuant to which the Steel Purchaser agreed to purchase from TPHS Lender, and TPHS Lender agreed to sell to Steel Purchaser, 25,862,245 shares of Common Stock of the Company (such shares are referred to collectively herein as the “Steel Shares”) in accordance with the terms and conditions of the Steel Stock Purchase Agreement. The aggregate consideration payable to TPHS Lender was $2.6 million for the Steel Shares and certain agreements pursuant to the Steel Stock Purchase Agreement.

Trust Transfer

In connection with the Steel Partners Transaction, the Company and the JV Investor entered into an amended and restated JV Operating Agreement (the “Amended and Restated JV Operating Agreement”) which, among other things, provides that TPHGreenwich may direct, at any time after May 19, 2025, the Company to convey all of its 95% ownership interest in TPHGreenwich and its right to distributions under the Amended and Restated JV Operating Agreement, into a trust established for the benefit of the Company’s shareholders of record on a date to be determined. On April 17, 2025, TPHGreenwich sent a letter to the Company directing the Company to take all actions necessary to transfer all of the Company’s interest in TPHGreenwich into such trust on May 20, 2025 (the “Trust Transfer”). On May 20, 2025, the Company announced that it had completed the Trust Transfer.

Secured Promissory Note

In connection with the Steel Partners Transaction, 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 and Steel Purchaser, 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 June 30, 2025, approximately $1.3 million, including accrued interest, was outstanding under the Steel Promissory Note.

Termination of Asset Management Agreement

In connection with the Steel Partners Transaction, the parties to the Asset Management Agreement mutually agreed to terminate the Asset Management Agreement, effective 45 days following the closing of the Steel Partners Transaction, or April 4, 2025.

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 six months ended June 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.

In July 2025, the Company received the pension asset reversion of approximately $0.9 million. In August 2025, the Company expects to pay the excise tax of approximately $0.4 million on the pension asset reversion.

Net Operating Losses

At June 30, 2025, the Company had carryforwards of federal net operating losses (“NOLs”) of approximately $330.4 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 $103.5 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 $91.4 million as of June 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)

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