Trinity Place Holdings Inc. (NYSE:TPHS) (the “Company”) announced today that, as expected, on August 23, 2022 it received a notice from the New York Stock Exchange (the “NYSE”) that the Company was not in compliance with the NYSE’s continued listing standards under the timely filing criteria established in Section 1007 of the NYSE American Company Guide, because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or prior to the due date thereof. The NYSE informed the Company that, under the NYSE’s rules, the Company has six months from its due date to file the Form 10-Q with the SEC.
As previously disclosed in the Current Report on Form 8-K filed on August 17, 2021, the management and the Audit Committee of the board of directors of the Company, in consultation with BDO USA LLP, the Company’s independent registered public accounting firm determined that the Company’s previously issued financial statements and the audit report thereon, as of and for the year ended December 31, 2021, and the unaudited interim financial statements as of and for each of the quarterly periods ended June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022 (collectively, the “Prior Period Financial Statements”), should no longer be relied upon due to an error in accounting treatment regarding the overcapitalization of internally allocated construction related costs related to the development project at 77 Greenwich Street. Management and the Audit Committee determined that these accounting changes require a restatement of the Prior Period Financial Statements, the impacts of which are expected to principally involve a reduction of net income and total assets for certain periods (which will result in a gain on sale of condominiums in excess of the gain anticipated prior to the restatement) and other non-cash items. The restated accounts in aggregate are expected to have no effect on the Company’s cumulative earnings by the end of the condominium sell-out period. As a result, the Company required additional time to evaluate its financial statements for the year ended December 31, 2021, the quarter ended March 31, 2022 and the quarter ended June 30, 2022, and did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
The Company continues to work diligently with its independent registered public accounting firm and currectly expects to file the Form 10-Q in early September and the amendments to its Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 as soon as practicable after the date hereof.